##### Table of Contents





SECURITIES AND EXCHANGE
    COMMISSION
 Washington, 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, 2007ORo

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.)7102 Commerce Way
    Brentwood, Tennessee

37027(Address of principal executive
    offices)

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

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

New York Stock Exchange   Securities registered pursuant to Section 12(g) of the
    Act:
 None
  o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. þ
  12b-2
  Large accelerated
    filer o

Accelerated
    filer þ

Non-accelerated
    filer o

Smaller reporting
    company o(Do not check if a smaller reporting company)   Rule 12b-2 o þ
      Documents
    incorporated by reference
  Form 10-K.




---



##### 





TABLE OF
    CONTENTS
  PagePART IItem 1.


Business


1Item 1A.


Risk Factors


13Item 1B.


Unresolved Staff Comments


31Item 2.


Properties


31Item 3.


Legal Proceedings


32Item 4.


Submission of Matters to a Vote of Security
    Holders


32PART IIItem 5.


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


32Item 6.


Selected Financial Data


34Item 7.


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


38Item 7A.


Quantitative and Qualitative Disclosure About
    Market Risk


59Item 8.


Financial Statements and Supplementary Data


60Item 9.


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


60Item 9A.


Controls and Procedures


61Item 9B.


Other Information


62PART IIIItem 10.


Directors, Executive Officers of the Registrant
    and Corporate Governance


62Item 11.


Executive Compensation


62Item 12.


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


62Item 13.


Certain Relationships and Related Transactions,
    and Director Independence


63Item 14.


Principal Accounting Fees and Services


63PART IVItem 15.


Exhibits and Financial Statement Schedules


63Signatures


69EX-10.16.C: AMENDED AND RESTATED CREDIT AGREEMENTEX-10.19.B: SECOND AMENDMENT TO THE CREDIT AGREEMENTEX-10.19.C: THIRD AMENDMENT TO THE CREDIT AGREEMENTEX-10.24.A: ASSIGNMENT AND ASSUMPTION AGREEMENTEX-10.25: DISTRIBUTION SERVICE AGREEMENTEX-21.1: SUBSIDIARIESEX-23.1: CONSENT OF ERNST & YOUNG LLPEX-24.1: POWER OF ATTORNEYEX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32.1: CERTIFICATIONEX-32.2: CERTIFICATION




---



##### Table of Contents



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




---



##### Table of Contents



Acquisitions
    Date

Acquired Company/Assets

Acquired From

Approximate Purchase Price(1)May 2001

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

Williams Express, Inc.

$162.5 millionJune 2001

36 retail fuel and convenience stores in Virginia

East Coast Oil Corporation

$40.1 millionFebruary 2003

Seven retail fuel and convenience stores

Pilot Travel Centers

$11.9 millionApril 2004

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

Williamson Oil Co., Inc.

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

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

La Gloria Oil and Gas Company

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

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

BP Products North America, Inc.

$35.5 millionJuly 2006

43 retail fuel and convenience stores located in Georgia and
    Tennessee

Fast Petroleum, Inc. and affiliates

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

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

Pride Companies, L.P. and affiliates

$55.1 millionApril 2007

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

Calfee Company of Dalton, Inc. and affiliates

$71.8 million, including $0.1 million of cash acquiredAugust and September 2007

34.6% equity ownership in Lion Oil Company, an owner and
    operator of a refinery in El Dorado, Arkansas and other pipeline
    and product terminals

TransMontaigne, Inc. and other shareholders of Lion Oil

$88.2 million and 1,916,667 unregistered shares of our common
    stock, which are subject to registration rights     (1)
    
    Excludes transaction costs 2




---



##### Table of Contents



Form 10-K
  Information
    About Our Segments
  Form 10-K.
  Refining
    Segment
        Fuel Customers.
    Refinery Design and Production.
   3




---



##### Table of Contents



Percentage ofSource

Crude Oil ReceivedEast Texas crude oil


52.1
%West Texas intermediate crude oil


38.4
%West Texas sour crude oil


7.7
%Foreign sweet and other domestic crude oil


1.8
%     
    Gasoline.  Gasoline accounted for approximately
    54.3% of our refinerys production. The refinery produces
    two grades of conventional gasoline (premium  93
    octane and regular), as well as aviation gasoline. Effective
    January 1, 2008, we began offering renewable
    E-10
    products which contain 90% conventional fuel and 10% ethanol.
    Diesel/jet fuels.  Diesel and jet fuel products
    accounted for approximately 36.6% of our refinerys
    production. Diesel and jet fuel products include military
    specification JP8, commercial jet fuel, low sulfur diesel, and
    ultra low sulfur diesel. Low sulfur diesel was replaced by ultra
    low sulfur diesel beginning in September 2006.
    Petrochemicals.  We produced small quantities
    of propane, refinery grade propylene and butanes.
    Other products.  We produced small quantities
    of other products, including anode grade coke, slurry oil,
    sulfur and other blendstocks.    Period fromApril 29Year Ended


Year Ended


Through


Year EndedDecember 31, 2007


December 31, 2006


December 31,
    2005(1)


December 31,
    2005(2)Bpd


%


Bpd


%


Bpd


%


Bpd


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


49,711



88.5
%


55,998



96.3
%


51,906



97.7
%


48,251



96.8
%Sour


4,149



7.4























Total crude


53,860



95.9



55,998



96.3



51,906



97.7



48,251



96.8Other blendstocks


2,303



4.1



2,130



3.7



1,244



2.3



1,584



3.2Total refinery throughput


56,163



100.0
%


58,128



100.0
%


53,150



100.0
%


49,835



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


29,660



54.3
%


30,163



53.3
%


26,927



52.2
%


25,744



53.0
%Diesel/jet


20,010



36.6



21,816



38.6



20,779



40.2



18,688



38.5Petrochemicals, LPG, NGLs


2,142



3.9



2,280



4.0



2,218



4.3



1,983



4.0Other


2,848



5.2



2,324



4.1



1,684



3.3



2,185



4.5Total production


54,660



100.0
%


56,583



100.0
%


51,608



100.0
%


48,600



100.0
%    (1)
    
    Effective April 29, 2005, we completed the acquisition of
    the Tyler refinery and related assets. Information includes
    throughput and production data for the 247 day period in
    fiscal 2005 that we operated the refinery.(2)
    
    Information includes throughput and production data for the full
    year 2005, including pre-acquisition and post-acquisition
    periods, and reflects reductions resulting from a turnaround
    conducted by the previous owner during the first quarter of 2005
    and a three-week turnaround conducted by us in the fourth
    quarter of 2005. 4




---



##### Table of Contents



Profitability Improvements.
    Storage Capacity.
  Supply and Distribution.
      

Atlas Tank Farm:

One 145,000 barrel tank and one 300,000 barrel tank

Nettleton Station:

Five 54,000 barrel tank

Bradford Station:

One 54,000 barrel tank and one 9,000 barrel tank

ARP Station:

Two 54,000 barrel tanks    5




---



##### Table of Contents



Competition.
  Marketing
    Segment
    
    further develop and leverage our existing marketing and
    distribution capabilities and experience using the assets
    acquired from Pride Companies, L.P.;
    more fully utilize our favorable supply contract with Magellan
    Asset Services LP (Magellan);
    develop exchange opportunities between our segments; and
    expand our base of operations through acquisitions.    i.
    transportation of petroleum products through pipelines and
    company-owned truck loading terminals in Abilene and
    San Angelo, Texas;  ii.
    direct sales of petroleum products to third parties through
    truck racks in San Angelo, Abilene, Aledo, Odessa and Big
    Springs, Texas and other terminals throughout the Magellan Orion
    pipeline system;  iii.
    supplying product to exchange partners at the Abilene,
    San Angelo and Aledo, Texas terminals;  iv.
    marketing services provided to our Tyler refinery for both
    wholesale marketing and contract sales; and  v.
    a margin-sharing arrangement with our Tyler refinery of 50% of
    wholesale margins above a contractually defined threshold.  Petroleum Product Marketing Terminals.
 6




---



##### Table of Contents



Pipelines.
  
    eight-inch pipeline from Magellan Pipeline Company, L.P. custody
    transfer point at Tye Station to the Abilene terminal;
    13.5 mile, four-inch pipeline from the Abilene terminal to
    the Magellan tie-in;
    76.5 mile, six-inch pipeline system from the Magellan
    tie-in to San Angelo; and
    three other local product pipelines.  Supply Agreements.
  Customers. 100-mile
  Competition.
  Retail
    Segment
  ® ® ® tm tm  ®
 7




---



##### Table of Contents



®
      Company-Operated Stores.
  ® ®  ®  ® ® ®
  E-10
 8




---



##### Table of Contents



Fuel Operations.
  Year Ended December 31,2007


2006


2005Number of stores (end of period)


497



394



349Average number of stores (during period)


470



369



330Retail fuel sales (thousands of gallons)


474,154



396,867



341,335Average retail gallons per average number of stores (thousands
    of gallons)


1,009



1,075



1,034Retail fuel margin (cents per gallon)

$
0.144


$
0.145


$
0.165     Merchandise Operations.
  Year Ended December 31,2007


2006


2005Comparable store merchandise sales change (year over year)


1.1
%


2.9
%


1.4
%Merchandise margin


31.6
%


30.6
%


29.8
%Merchandise profit as a percentage of total margin


64.9
%


63.0
%


60.1
%   Coca-Cola ® ® ®
  Technology and Store Automation.
     9




---



##### Table of Contents




    tracking sales of complementary products; for example,
    determining the impact of fuel price movements on in-store sales
    or tracking the impact of a beer promotion on snack sales;
    pricing fuel at individual stores on a daily basis, taking into
    account competitors prices, competitors historical
    behavior, daily changes in cost and the impact of pricing on
    in-store merchandise sales;
    allowing us to determine on a daily basis negative sales trends;
    for example, merchandise categories that are below budget or
    below the prior periods results; and
    integrating our security video with our point of sales
    transaction log in a searchable database that allows us to
    search for footage related to specific transactions enabling the
    identification of potentially fraudulent transactions and
    providing examples through which to train our employees.  Dealer-Operated Stores.
  Competition. store-by-store
  Equity
    Investment
    Governmental
    Regulation and Environmental Matters
     10




---



##### Table of Contents



Form 10-K.
    parts-per-million
      E-10
   11




---



##### Table of Contents



Employees
    Trade
    Names, Service Marks and Trademarks
  ® ® ® ® ® ® ® tm ® ® tm
  Available
    Information
  http://www.DelekUS.com. Form 10-K. Form 10-K, Form 10-Q Form 8-K
 12




---



##### Table of Contents



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 in Tyler, Texas and own
    a non-controlling interest in an unaffiliated corporation that
    owns another independent refinery in El Dorado, Arkansas which
    may not be able to withstand volatile market conditions, compete
    on the basis of price or obtain sufficient quantities of crude
    oil in times of shortage to the same extent as integrated,
    multinational oil companies.
    We are
    subject to loss of market share or pressure to reduce prices in
    order to compete effectively with a changing group of
    competitors in a fragmented retail industry.
         13




---



##### Table of Contents



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.
      U.S. No. 05-1120,
 14




---



##### Table of Contents



Our
    refining margins may decline as a result of increases in the
    prices of crude oil and other feedstocks.
    
    changes in global and local economic conditions;
    domestic and foreign demand for fuel products;
    refined product inventory levels;
    worldwide political conditions, particularly in significant oil
    producing regions such as the Middle East, Western Coastal
    Africa, the former Soviet Union, and South America;
    the level of foreign and domestic production of crude oil and
    refined petroleum products;
    the level of crude oil, other feedstocks and refined petroleum
    products imported into the United States;
    utilization rates of refineries in the United States;
    development and marketing of alternative and competing fuels
    such as ethanol;
    events that cause disruptions in our distribution channels;
    local factors, including market conditions, adverse weather
    conditions and the level of operations of other refineries and
    pipelines in our markets; and
    U.S. government regulations.  Our
    gross profit may decline as a result of increases in the prices
    of crude oil, other feedstocks and refined petroleum
    products.
        If the
    market value of our inventory declines to an amount less than
    our LIFO basis, we would record a write-down of inventory and a
    non-cash charge to cost of sales, which would adversely affect
    our earnings.
  last-in,
 15




---



##### Table of Contents



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 assets, or threats of war or actual war,
    may hinder or prevent us from conducting our
    business.
      Increased
    consumption of renewable fuels could lead to a decrease in fuel
    prices and/or a reduction in demand for refined
    fuels.
    Risks
    Relating to Our Business
  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.
   16




---



##### Table of Contents



We may
    not be able to successfully execute our strategy of growth
    through acquisitions.
    
    we may not be able to identify suitable acquisition candidates
    or acquire additional assets on favorable terms;
    we usually compete with others to acquire assets, which
    competition may increase, and, any level of competition could
    result in decreased availability or increased prices for
    acquisition candidates;
    we may experience difficulty in anticipating the timing and
    availability of acquisition candidates;
    since the convenience store industry is dominated by small,
    independent operators that own fewer than ten
    stores, we will likely need to complete numerous small
    acquisitions, rather than a few major acquisitions, to
    substantially increase our number of retail fuel and convenience
    stores;
    the need to complete numerous acquisitions will require
    significant amounts of our managements time;
    we may not be able to obtain the necessary financing, on
    favorable terms or at all, to finance any of our potential
    acquisitions; and
    as a public company, we are subject to reporting obligations,
    internal controls and other accounting requirements with respect
    to any business we acquire, which may prevent or negatively
    affect the valuation of some acquisitions we might otherwise
    deem favorable or increase our acquisition costs.  Acquisitions
    involve risks that could cause our actual growth or operating
    results to differ adversely compared with our
    expectations.
    
    during the acquisition process, we may fail or be unable to
    discover some of the liabilities of companies or businesses that
    we acquire;
    we may assume contracts or other obligations in connection with
    particular acquisitions on terms that are less favorable or
    desirable than the terms that we would expect to obtain if we
    negotiated the contracts or other obligations directly;
    we may fail to successfully integrate or manage acquired
    refining, pipeline and terminal assets, retail fuel and
    convenience stores, or other assets;
    acquired retail fuel and convenience stores, refineries,
    pipelines, terminals or other assets may not perform as we
    expect or we may not be able to obtain the cost savings and
    financial improvements we anticipate; 17




---



##### Table of Contents




    we may fail to grow our existing systems, financial controls,
    information systems, management resources and human resources in
    a manner that effectively supports our growth; and
    to the extent that we acquire assets in complementary new lines
    of business, we may become subject to additional regulatory
    requirements and additional risks that are characteristic or
    typical of these new lines of business.  We 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 Tyler refinery.
    We may
    incur significant costs and liabilities in connection with site
    contamination, new environmental regulations and prior
    non-compliance with air emission regulations.
   18




---



##### Table of Contents



We
    could incur substantial costs or disruptions in our business if
    we cannot obtain or maintain necessary permits and
    authorizations or otherwise comply with health, safety,
    environmental and other laws and regulations.
  and/or and/or
  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 Tyler refinery.
    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 to our refining
    interests, because our refining interests are concentrated in
    two facilities.
    Interruptions
    in the supply and delivery of crude oil may affect our refining
    interests and limitations in systems for the delivery of crude
    oil may inhibit the growth of our refining
    interests.
   19




---



##### Table of Contents



Our
    Tyler refinery has only limited access to an outbound pipeline,
    which we do not own, for distribution of our refined petroleum
    products.
    From
    time to time, our cash needs may exceed our internally generated
    cash flow, and our business could be materially and adversely
    affected if we are not able to obtain the necessary funds from
    financing activities.
      Changes
    in our credit profile could affect our relationships with our
    suppliers, which could have a material adverse effect on our
    liquidity and our ability to operate the Tyler refinery at full
    capacity.
    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.
   20




---



##### Table of Contents



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
    increase the interest cost of our borrowed funds.     21




---



##### Table of Contents



Our
    debt agreements contain operating and financial restrictions
    that might constrain our business and financing
    activities.
    
    declare dividends and redeem or repurchase capital stock;
    prepay, redeem or repurchase debt;


    make loans and investments;
    incur additional indebtedness or amend our debt and other
    material agreements;
    make capital expenditures;
    engage in mergers, acquisitions and asset sales; and
    enter into some intercompany arrangements and make some
    intercompany payments, which in some instances could restrict
    our ability to use the assets, cash flow or earnings of one
    segment to support the other segment.    Compliance
    with and changes in tax laws could adversely affect our
    performance.
    We may
    seek to grow by opening new retail fuel and convenience stores
    in new geographic areas.
    
    select, and compete successfully in, new markets;
    obtain suitable sites at acceptable costs;
    realize an acceptable return on the cost of capital invested in
    new facilities; 22




---



##### Table of Contents




    hire, train, and retain qualified personnel;
    integrate new retail fuel and convenience stores into our
    existing distribution, inventory control, and information
    systems;
    expand relationships with our suppliers or develop relationships
    with new suppliers; and
    secure adequate financing, to the extent required.    Adverse
    weather conditions or other unforeseen developments could damage
    our facilities, reduce customer traffic and impair our ability
    to produce and deliver refined petroleum products or receive
    supplies for our retail fuel and convenience
    stores.
    Our
    operating results are seasonal and generally lower in the first
    and fourth quarters of the year for our refining and marketing
    segments and in the first quarter of the year for our retail
    segment. We depend on favorable weather conditions in the spring
    and summer months.
      We
    depend on one supplier for a significant portion of our retail
    fuel supply.
   23




---



##### Table of Contents



We
    depend on one wholesaler for a significant portion of our
    convenience store merchandise.
  Core-Mark
    Insufficient
    ethanol supplies or disruption in ethanol supply may disrupt our
    ability to market ethanol blended fuels.
    We
    have entered into fixed formula contracts to purchase ethanol
    for the majority of our 2008 supply requirements.
    Due to
    our minority equity ownership position in Lion Oil Company, we
    cannot control the operations of the El Dorado refinery or the
    corporate and management policies of Lion Oil.
     24




---



##### Table of Contents



Our
    equity investment in Lion Oil is somewhat illiquid because there
    is no active trading market for shares of Lion Oil common
    stock.
    Because
    we recognize our investment in Lion Oil under the equity method
    of accounting, the earnings or losses reported by Lion Oil will
    have a direct effect upon our earnings.
    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.
       25




---



##### Table of Contents



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 and diesel fuel sales at our retail fuel
    and convenience stores which makes us susceptible to increases
    in the cost of gasoline and interruptions in fuel
    supply.
    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.
   26




---



##### Table of Contents



If we
    fail to meet our obligations under our long-term branded
    gasoline supply agreement with BP, the agreement may be
    terminated and we may incur penalties.
    If
    there is negative publicity concerning the BP, Exxon, Shell,
    Conoco, Marathon or Chevron brand names, sales at certain of our
    stores may suffer.
    It may
    be difficult to serve process on or enforce a United States
    judgment against those of our directors who reside in
    Israel.
    If we
    are, or become, a U.S. real property holding corporation,
    special tax rules may apply to a sale, exchange or other
    disposition of common stock and
    non-U.S.
    holders may be less inclined to invest in our stock as they may
    be subject to U.S. federal income tax in certain
    situations.
  non-U.S. holder non-U.S. holder non-U.S. holder
 27




---



##### Table of Contents



The
    costs, scope and timelines of our capital projects may deviate
    significantly from our original plans and
    estimates.
    If we
    lose any of our key personnel, our ability to manage our
    business and continue our growth could be negatively
    impacted.
    Litigation
    and/or negative publicity concerning food quality, health and
    other related issues could result in significant liabilities or
    litigation costs and cause consumers to avoid our convenience
    stores.
      Risks
    Related to Our Common Stock
  The
    price of our common stock may fluctuate significantly, and you
    could lose all or part of your investment.
    
    our quarterly or annual earnings or those of other companies in
    our industry;
    announcements by us or our competitors of significant contracts
    or acquisitions;
    changes in accounting standards, policies, guidance,
    interpretations or principles;
    general economic and stock market conditions;
    the failure of securities analysts to cover our common stock or
    changes in financial estimates by analysts;
    future sales of our common stock; and
    the other factors described in these Risk Factors. 28




---



##### Table of Contents



You
    may suffer substantial dilution.
    We are
    a controlled company within the meaning of the NYSE
    rules and, as a result, we qualify for, and intend to rely on,
    exemptions from certain corporate governance
    requirements.
    
    the requirement that a majority of 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
    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 currently unregistered shares of our common stock could
    depress the price of our common stock.
   29




---



##### Table of Contents



We
    depend upon our subsidiaries for cash to meet our obligations
    and pay any dividends.
    We may
    be unable to pay future dividends in the anticipated amounts and
    frequency set forth herein.
    Provisions
    of Delaware law and our organizational documents may discourage
    takeovers and business combinations that our stockholders may
    consider in their best interests, which could negatively affect
    our stock price.
          We are
    exposed to risks relating to evaluations of internal controls
    required by Section 404 of the Sarbanes-Oxley Act of
    2002.
   30




---



##### Table of Contents



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











Remaining


RemainingOperated


Number of


Number of


Number of


Lease Term


Lease TermState

Sites


Dealer Sites(1)


Owned Sites


Leased Sites


< 3 Years(2)


> 3 Years(2)Tennessee


264



11



157



114



10



104Alabama


94



41



63



41



6



35Georgia


81



4



46



38



5



33Virginia


36







26



10







10Arkansas


15







9



6



2



4Kentucky


3







1



2







2Louisiana


2











2



1



1Mississippi


2







2











Florida






2















Total


497



58



304



213



24



189     (1)
    
    Includes 38 sites neither owned by nor subleased by us.(2)
    
    Includes renewal options; measured as of December 31, 2007.   31




---



##### Table of Contents



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 PURCHASE OF EQUITY SECURITIES  Market
    Information and Dividends
   Regular



SpecialDividends



DividendsHigh



Low



Per Common



Per CommonPeriod

Sales Price



Sales Price



Share



Share2006:Second quarter

$
17.99



$
12.08




None




NoneThird quarter

$
22.85



$
14.83




None




NoneFourth quarter

$
19.00



$
15.72



$
0.0375




None2007:First quarter

$
19.28



$
14.82



$
0.0375




NoneSecond quarter

$
28.49



$
18.67



$
0.0375



$
0.1975Third quarter

$
30.77



$
21.35



$
0.0375




NoneFourth quarter

$
26.17



$
17.50



$
0.0375



$
0.1975     Holders
    Purchases
    of Equity Securities by the Issuer and Affiliated
    Purchasers
   32




---



##### 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.
    
 33




---



##### Table of Contents



ITEM 6.
    SELECTED
    FINANCIAL DATA  Form 10-K.
  Year Ended December 31,2007


2006(1)(2)


2005(2)(3)


2004(4)


2003(In millions, except share and per share data)Statement of Operations Data:Net sales:Retail

$
1,775.8


$
1,395.6


$
1,101.0


$
857.8


$
600.2Refining


1,694.3



1,598.6



930.5







Marketing


626.6



221.6











Other


0.4



0.3



0.4



0.1



Total net sales


4,097.1



3,216.1



2,031.9



857.9



600.2Operating costs and expenses:Cost of goods sold


3,632.5



2,824.4



1,730.1



730.8



500.2Operating expenses


220.5



175.5



134.6



80.1



62.7General and administrative expenses


54.6



38.2



23.5



15.1



12.8Depreciation and amortization


33.1



22.8



16.1



12.4



8.8Loss (gain) on disposal of assets










(1.6
)


(0.9
)


(0.4
)Unrealized (gain) loss on forward contract hedging activities(5)


(0.1
)






9.1







Total operating costs and expenses


3,940.6



3,060.9



1,911.8



837.5



584.1Operating income


156.5



155.2



120.1



20.4



16.1Interest expense


30.6



24.2



17.4



7.1



5.9Interest income


(9.3
)


(7.2
)


(2.1
)






Interest expense to related parties






1.0



3.0



1.2



0.1Loss from equity method investment


0.8















Other expenses, net


2.4



0.2



2.5



0.7



(0.2
)Total non-operating expenses, net


24.5



18.2



20.8



9.0



5.8Income before income taxes and cumulative effect of a change in
    accounting policy


132.0



137.0



99.3



11.4



10.3Income tax expense


35.6



44.0



34.9



4.1



3.8Income before cumulative effect of a change in accounting policy


96.4



93.0



64.4



7.3



6.5Cumulative effect of a change in accounting policy










(0.3
)






Net income

$
96.4


$
93.0


$
64.1


$
7.3


$
6.5Basic earnings per share:Income before cumulative effect of a change in accounting policy

$
1.85


$
1.98


$
1.64


$
0.19


$
0.16Cumulative effect of a change in accounting policy










(0.01
)






Basic earnings per share

$
1.85


$
1.98


$
1.63


$
0.19


$
0.16Diluted earnings per share:Income before cumulative effect of a change in accounting policy

$
1.82


$
1.94


$
1.64


$
0.19


$
0.16Cumulative effect of a change in accounting policy










(0.01
)






Diluted earnings per share

$
1.82


$
1.94


$
1.63


$
0.19


$
0.16Weighted average shares, basic


52,077,893



47,077,369



39,389,869



39,389,869



39,389,869Weighted average shares, diluted


52,850,231



47,915,962



39,389,869



39,389,869



39,389,869Dividends declared per common share outstanding

$
0.54


$
0.04


$



$



$
   34




---



##### Table of Contents



Year Ended December 31,2007


2006


2005


2004


2003(In millions)Cash Flow Data:Cash flows provided by operating activities

$
179.9


$
110.2


$
148.7


$
24.9


$
26.3Cash flows used in investing activities


(222.7
)


(251.4
)


(162.3
)


(27.3
)


(16.1
)Cash flows provided by (used in) financing activities


45.5



180.2



54.1



5.6



(2.3
)Net increase in cash and cash equivalents

$
2.7


$
39.0


$
40.5


$
3.2


$
7.9   December 31,2007


2006


2005


2004


2003(In millions)Balance Sheet Data:Cash and cash equivalents

$
104.3


$
101.6


$
62.6


$
22.1


$
18.9Short-term investments


45.5



73.2



26.6







Total current assets


440.0



410.6



251.8



64.0



46.7Property, plant and equipment, net


546.1



424.7



270.6



189.3



136.5Total assets


1,237.8



949.4



606.2



330.1



256.8Total current liabilities


298.5



230.9



175.8



72.2



48.5Total debt, including current maturities


355.2



286.6



268.8



203.3



168.8Total non-current liabilities


426.8



336.3



310.6



202.1



159.8Total shareholders equity


512.5



382.2



119.8



55.8



48.4Total liabilities and shareholders equity


1,237.8



949.4



606.2



330.1



256.8     (1)
    
    Effective August 1, 2006, marketing operations were
    initiated in conjunction with the acquisition of the Pride
    assets.(2)
    
    Refinery segment operating results reflect certain
    reclassifications made to conform prior year balances to current
    year financial statement presentation. Sales of intermediate
    feedstock sales have been reclassified to net sales which had
    previously been presented on a net basis in cost of goods sold.
    Certain pipeline expenses previously presented in cost of goods
    sold have been reclassified to operating expenses, general and
    administrative expenses and depreciation. These
    reclassifications had no effect on either net income or
    shareholders equity, as previously reported.(3)
    
    Effective 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.(4)
    
    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.(5)
    
    To mitigate the risks of changes in the market price of crude
    oil and refined petroleum products, we may enter into forward
    contracts to fix the purchase price of crude and sales price of
    specific refined petroleum products for a predetermined number
    of units at a future date. 35




---



##### Table of Contents



Segment
    Data(1):
  As Of and for the Year Ended December 31, 2007Corporate,Other andRefining(2)


Retail


Marketing


Eliminations


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

$
1,709.0


$
1,775.8


$
611.9


$
0.4


$
4,097.1Intercompany marketing fees and sales


(14.7
)






14.7







Cost of goods sold


1,460.2



1,575.4



596.9







3,632.5Operating expenses


82.2



136.8



1.0



0.5



220.5Segment contribution margin

$
151.9


$
63.6


$
28.7


$
(0.1
)


244.1General and administrative expenses


















54.6Depreciation and amortization


















33.1Gain on forward contract activities


















(0.1
)Operating income

















$
156.5Total assets

$
377.4


$
516.6


$
91.5


$
252.3


$
1,237.8Capital spending (excluding business combinations)

$
61.6


$
23.8


$
0.3


$
2.0


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


Retail


Marketing(3)


Eliminations


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

$
1,601.8


$
1,395.6


$
218.2


$
0.5


$
3,216.1Intercompany marketing fees and sales


(3.2
)


(0.2
)


3.4







Cost of goods sold


1,373.5



1,234.9



216.0







2,824.4Operating expenses


71.9



102.8



0.3



0.5



175.5Segment contribution margin

$
153.2


$
57.7


$
5.3


$




216.2General and administrative expenses


















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   36




---



##### Table of Contents



As Of and for the Year Ended December 31, 2005Corporate,Other andRefining(2)(4)


Retail


Marketing


Eliminations


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

$
930.5


$
1,101.0


$



$
0.4


$
2,031.9Intercompany sales


0.9



(0.9
)










Cost of goods sold


774.9



955.2











1,730.1Operating expenses


47.3



86.9







0.4



134.6Segment contribution margin

$
109.2


$
58.0


$



$




167.2General and administrative expenses


















23.5Depreciation and amortization


















16.1Gain on disposal of assets


















(1.6
)Loss 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 Financial 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 external costs. Operating
    expenses include the costs associated with the actual operations
    of the refinery, excluding depreciation and amortization.For the marketing segment, cost of goods sold includes all costs
    of refined products, additives and related transportation.
    Operating expenses include the costs associated with the actual
    operation of owned terminals, excluding depreciation and
    amortization, terminaling expense at third-party locations and
    pipeline maintenance costs.(2)
    
    Refinery segment operating results reflect certain
    reclassifications made to conform prior year balances to current
    year financial statement presentation. Sales of intermediate
    feedstock sales have been reclassified to net sales which had
    previously been presented on a net basis in cost of goods sold.
    Certain pipeline expenses previously presented in cost of goods
    sold have been reclassified to operating expenses, general and
    administrative expenses and depreciation. These
    reclassifications had no effect on either net income or
    shareholders equity, as previously reported.(3)
    
    Effective August 1, 2006, marketing operations were
    initiated in conjunction with the acquisition of the Pride
    assets.(4)
    
    Effective April 29, 2005, we completed the acquisition of
    the Tyler refinery and related assets. We operated the refinery
    for 247 days in 2005. 37




---



##### 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; 38




---



##### 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 in our other filings with the SEC.  and/or
    Overview
         39




---



##### Table of Contents



Strategic
    Initiatives
    
    pursue acquisition opportunities that strengthen our core
    markets and leverage our core competencies;
    modernize, grow and improve the profitability of our operations
    through carefully evaluated capital investments;
    develop and refine innovative information technology
    applications for all business segments;
    provide value to our customers and employees by delivering a
    high level of customer service standards;
    demonstrate a prudent and scalable capital structure; and
    focus on health, safety and environmental compliance.    
    In April 2007, we acquired 107 retail fuel and convenience
    stores in northern Georgia and southeastern Tennessee. Over the
    course of the remainder of 2007, we integrated these additional
    stores into our structure, creating two divisions in
    southeastern Tennessee and northern Georgia from what had
    formerly been a single division. Our retail segment strategy
    continues to center on operating a high concentration of sites
    in similar geographic regions to promote operational
    efficiencies and increase segment contribution margin.
    In June 2007, Delek completed the implementation of a new
    disaster recovery infrastructure which encompasses replication
    of all critical systems from data centers located in Brentwood,
    Tennessee and Tyler, Texas. The disaster recovery system allows
    Delek to conduct business with high reliability and continuous
    data protection. Annual testing of the disaster recovery systems
    will be completed to help to ensure the integrity of our systems.
    In July 2007, we commenced operation of a new 138kV power
    substation at the Tyler refinery that provided us with a more
    reliable, independent power supply. 40




---



##### Table of Contents




    In August 2007, we acquired a 28.4% equity ownership in Lion
    Oil, a privately held Arkansas corporation that owns and
    operates a refinery and other pipeline and product terminals. We
    increased our ownership percentage to 34.6% in September 2007.
    In 2007, we introduced the MAPCO Mart brand to our Alabama
    division by opening two stores. This was the first time our
    concept brand has moved outside of Tennessee.
    In 2007, we have become a leader in blending ethanol in our
    finished gasoline products, in our retail markets, allowing
    customers access to renewable
    E-10
    products. In December 2007, we completed the necessary
    requirements to provide
    E-10
    products at our Tyler terminal. We began offering these products
    January 1, 2008.
    During 2007, we were able to increase the consumption of sour
    crude oil in the refinery. West Texas sour crude comprised
    approximately 7.7% of our crude slate for the year.
    In April 2007, utilizing our proprietary information technology
    platform, we successfully completed verification testing and
    were granted approval to begin beta-testing an interface to the
    BP electronic payment system through a mid-stream device
    supplied by Verifone. In September 2007, MAPCOs
    point-of-sale was added to BPs list of certified
    EPS-integrated POS systems and we were given approval to deploy
    our point-of-sale to production. The production implementation
    was completed in November 2007. Completion of this development
    project allows full integration of all payment types through our
    proprietary point-of-sale system. We currently operate 37
    convenience stores selling BP branded fuels.
    During 2007, we paid dividends totaling approximately
    $28.5 million to our shareholders.
    Our capital spending in 2007 totaled approximately
    $87.7 million including $35.2 for discretionary high return
    projects and $38.7 for health, safety and reliability projects.  Market
    Trends
         41




---



##### Table of Contents



Factors
    Affecting Comparability
    
    the completion of several acquisitions in 2005 through 2007
    including: the purchase of the Tyler refinery 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 BP stores);
    the purchase of 43 retail fuel and convenience stores in Georgia
    and Tennessee from Fast Petroleum, Inc., in July 2006 (the
    Fast stores), the commencement of marketing
    operations in August 2006 in conjunction with the purchase of
    refined petroleum product terminals, seven pipelines and storage
    tanks from Pride Companies, L.P. (the Pride assets);
    the purchase of 107 retail fuel and convenience stores from
    Calfee Company of Dalton, Inc. in April 2007 (the Calfee
    stores); and the purchase from existing shareholders of a
    34.6% minority interest equity investment in Lion Oil Company in
    August and September 2007 .
    a scheduled turnaround at our Tyler refinery that was started
    and completed in December 2005;
    the receipt of approximately $166.9 million in proceeds
    from an initial public offering of our stock in May 2006, after
    payment of offering expenses and underwriting discounts and
    commissions;
    repayment of $42.5 million of related party debt in May
    2006;
    the adoption of SFAS No. 123(R), Share-Based
    Paymentin January 2006;
    an increase in general and administrative expenses in 2006 and
    2007 compared to 2005 due to the costs of operating as a public
    company and the associated regulatory environment;
    the completion of the distillate desulfurization unit at our
    Tyler refinery in 2006 which allowed for accelerated tax
    depreciation and generated specific federal tax credits that
    significantly reduced our effective income tax rate in
    2007; and
    continued optimization of the refinery operation in 2007 allowed
    us to run over 4,149 barrels per day of west Texas sour
    (WTS) crude oil resulting in additional margin in
    2007 on that lower-priced feedstock, whereas we were not running
    any WTS crude oil in 2006 and 2005.  Results
    of Operations
  Consolidated
    Results of Operation  Comparison of the Year Ended
    December 31, 2007 versus the Year Ended December 31,
    2006
     42




---



##### Table of Contents



start-up
       43




---



##### Table of Contents



Consolidated
    Results of Operation  Comparison of the Year Ended
    December 31, 2006 versus the Year Ended December 31,
    2005
          Share-Based Payment
         44




---



##### Table of Contents



Operating
    Segments
   45




---



##### Table of Contents



Refining
    Segment
    Year Ended December 31,2007


2006


2005Days operated in period


365



365



247Total sales volume (average barrels per day)(1)


54,282



56,074



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


29,660



30,163



26,927Diesel/jet


20,010



21,816



20,779Petrochemicals, LPG, NGLs


2,142



2,280



2,218Other


2,848



2,324



1,684Total production


54,660



56,583



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


53,860



55,998



51,906Other feedstocks


2,303



2,130



1,244Total refinery throughput


56,163



58,128



53,150Per barrel of sales:Refining operating margin(1)

$
11.82


$
11.00


$
12.42Refining operating margin excluding intercompany marketing
    fees(1)


12.56



11.16



12.42Direct cash operating expenses(1)


4.15



3.51



3.76Pricing statistics (average for the period presented):WTI  Cushing crude oil (per barrel)

$
72.44


$
66.27


$
59.39U.S. Gulf Coast 5-3-2 crack spread (per barrel)


13.04



10.16



12.19U.S. Gulf Coast unleaded gasoline (per gallon)


2.05



1.83



1.69Low sulfur diesel (per gallon)


2.11



2.00



1.72Ultra low sulfur diesel (per gallon)


2.14







Natural gas (per MMBTU)


7.12



6.89



10.13     (1)
    
    Refinery segment operating results reflect certain
    reclassifications made to conform prior year balances to current
    year financial statement presentation. Sales of intermediate
    feedstock sales have been reclassified to net sales which had
    previously been presented on a net basis in cost of goods sold.
    Certain pipeline expenses previously presented in cost of goods
    sold have been reclassified to operating expenses, general and
    administrative expenses and depreciation. These
    reclassifications had no effect on either net income or
    shareholders equity, as previously reported.  Refining
    Segment Operational Comparison Of The Year Ended
    December 31, 2007 versus the Year Ended December 31,
    2006
   46




---



##### Table of Contents



Refining
    Segment Operational Comparison Of The Year Ended
    December 31, 2006 versus the Year Ended December 31,
    2005
           47




---



##### Table of Contents



Marketing
    Segment
      For the PeriodAugust 1, 2006Year Ended


ThroughDecember 31,


December 31,2007


2006Days operated in period


365



153Total sales volume (average barrels per day)


17,923



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


8,166



8,129Diesel/jet


9,651



9,568Other


106



61Total sales


17,923



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

$
0.15


$
0.12   Marketing
    Segment Operational Comparison Of The Year Ended
    December 31, 2007 versus the Year Ended December 31,
    2006
         48




---



##### Table of Contents



Retail
    Segment
    Year Ended December 31,2007


2006


2005Number of stores (end of period)


497



394



349Average number of stores


470



369



330Retail fuel sales (thousands of gallons)


474,154



396,867



341,335Average retail gallons per average number of stores (in
    thousands)


1,009



1,075



1,034Retail fuel margin ($ per gallon)

$
0.144


$
0.145


$
0.165Merchandise sales (in millions)

$
411.4


$
330.5


$
292.4Merchandise margin %


31.6
%


30.6
%


29.8
%Credit expense (% of gross margin)


8.8
%


7.8
%


5.9
%Merchandise and cash over/short (% of net sales)


0.3
%


0.3
%


0.3
%Operating expenses/merchandise sales plus total gallons


14.9
%


13.5
%


13.2
%   Retail
    Segment Operational Comparison of the Year Ended
    December 31, 2007 versus the Year Ended December 31,
    2006
               49




---



##### Table of Contents



Retail
    Segment Operational Comparison of the Year Ended
    December 31, 2006 versus the Year Ended December 31,
    2005
              Liquidity
    and Capital Resources
     50




---



##### Table of Contents



Cash
    Flows
    Year Ended December 31,2007


2006


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

$
179.9


$
110.2


$
148.7Cash flows used in investing activities


(222.7
)


(251.4
)


(162.3
)Cash flows provided by financing activities


45.5



180.2



54.1Net increase in cash and cash equivalents

$
2.7


$
39.0


$
40.5   Cash
    Flows from Operating Activities
    Cash
    Flows from Investing Activities
         51




---



##### Table of Contents



Cash
    Flows from Financing Activities
          Form 10-K,
  Form 10-K.
  Form 10-K,
 52




---



##### Table of Contents



sub-limit leverage-based
  Cash
    Position and Indebtedness
      December 31,2007(In millions)Senior secured credit facility  term loan

$
145.6Senior secured credit facility  revolver


49.0SunTrust ABL revolver


Fifth Third revolver


34.3Lehman note


65.0Promissory notes


60.0Capital lease obligations


1.3355.2Less: Current portion of long-term debt and capital lease
    obligations


10.8Total long-term debt

$
344.4   Senior
    Secured Credit Facility
     53




---



##### Table of Contents



SunTrust
    ABL Revolver
          Fifth
    Third Revolver
  Form 10-K,
  Lehman
    Credit Agreement
   54




---



##### Table of Contents



Promissory
    Notes
      Capital
    Spending
    Year Ended December 31,2008 Budget


2007 ActualRefining:Sustaining maintenance

$
17.5


$
5.2Regulatory


48.3



38.7Discretionary projects


59.2



17.7Refining segment total


125.0



61.6Marketing:Sustaining maintenance


0.3



0.3Discretionary projects


0.7



Marketing segment total


1.0



0.3Retail:Sustaining maintenance


4.0



6.6Store enhancements


3.5



8.6Re-image/builds


17.0



8.6Retail segment total


24.5



23.8Corporate(1)






2.0Total capital spending

$
150.5


$
87.7     (1)
    
    On July 23, 2007, Delek executed an amendment to the
    employment agreement with Mr. Yemin, President and Chief
    Executive Officer of Delek. Under this amendment, a new
    residence was purchased by Delek at a cost of approximately
    $2.0 million to be provided to Mr. Yemin by Delek
    rent-free. In addition, Mr. Yemin has the option to
    purchase the residence from Delek following the termination of
    his employment for any reason other than for cause.   55




---



##### Table of Contents



and/or
  Contractual
    Obligations and Commitments
    <1 Year


1-3 Years


3-5 Years


>5 Years


TotalLong term debt and capital lease obligations

$
10.8


$
177.1


$
166.8


$
0.5


$
355.2Interest(1)


23.7



29.1



7.4







60.2Operating lease commitments(2)


15.5



23.6



13.8



16.7



69.6Capital project commitments(3)






2.2











2.2Total

$
50.0


$
232.0


$
188.0


$
17.2


$
487.2     (1)
    
    Includes expected payments on debt outstanding under credit
    facilities in place at December 31, 2007. Variable interest
    is calculated using December 31, 2007 rates.(2)
    
    Amounts reflect future estimated lease payments under operating
    leases having remaining non-cancelable terms in excess of one
    year as of December 31, 2007.(3)
    
    Amounts constitute a minimum obligation that would be required
    as a penalty payment if a certain capital project is not
    completed. We have no expectation that this capital project will
    not be completed.  Off-Balance
    Sheet Arrangements
    Critical
    Accounting Policies
    LIFO
    Inventory
  last-in, first-out
 56




---



##### Table of Contents



Long-lived
    Asset Recovery
    Property,
    Plant and Equipment and Definite Life Intangibles
    Impairment
      Goodwill
    and Potential Impairment
  Form 10-K
  Vendor
    Discounts and Deferred Revenue
  02-16, Accounting by a
 57




---



##### Table of Contents



Reseller for Consideration Received from a Vendor,
    Environmental
    Expenditures
  clean-up
    New
    Accounting Pronouncements
  Fair Value Measurements non-financial non-financial No. 157-2.
  The Fair Value Option for Financial Assets and Financial
    Liabilities  Including an amendment of FASB Statement
    No. 115
 58




---



##### Table of Contents



Accounting for Certain Investments in Debt and Equity
    Securities
  Business Combinations
  Noncontrolling Interests in Consolidated Financial
    Statements  an amendment of ARB No. 51
  ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK    Commodity
    Price Risk
  Impact of Changing Prices.
  Price Risk Management Activities. Accounting for Derivative Instruments
    and Hedging Activities
 59




---



##### Table of Contents



Interest
    Rate Risk
  3-month
    ITEM 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA  page F-1.
  ITEM 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE   60




---



##### Table of Contents



ITEM 9A.
    CONTROLS
    AND PROCEDURES  Disclosure
    Controls and Procedures
  Rule 13a-15(e) 15d-15(e))
  Rules 13a-15 15d-15 Rules 13a-15(e) 15d-15(e)
  Managements
    Report on Internal Control over Financial Reporting
             61




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
  page F-1.
  page F-1.
  Changes
    in Internal Control over Financial Reporting
      ITEM 9B.
    OTHER
    INFORMATION   PART III  ITEM 10.
    DIRECTORS,
    EXECUTIVE OFFICERS OF THE REGISTRANT AND CORPORATE
    GOVERNANCE  Regulation S-K Regulation S-K Regulation S-K
  ir@delekus.com www.DelekUS.com
  ITEM 11.
    EXECUTIVE
    COMPENSATION    ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS   62




---



##### Table of Contents



ITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
    INDEPENDENCE    ITEM 14.
    PRINCIPAL
    ACCOUNTING FEES AND SERVICES   PART IV  ITEM 15.
    EXHIBITS AND
    FINANCIAL STATEMENT SCHEDULES  Form 10-K
      Exhibit No.

Description3
.1

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

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

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

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

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

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

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

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

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

Amended and Restated Consulting Agreement, dated as of
    April 11, 2006, by and between
    Greenfeld-Energy
    Consulting, Ltd. and Delek Refining, Ltd. (incorporated by
    reference to Exhibit 10.2 to the Companys
    Registration Statement on
    Form S-1/A,
    filed on April 20, 2006, SEC File
    No. 333-131675) 63




---



##### Table of Contents



Exhibit No.

Description10
.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+

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
.5(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)10
.5(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
.6

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
.6(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
.6(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
.6(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
.6(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
.6(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) 64




---



##### Table of Contents



Exhibit No.

Description10
.6(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
.6(g)

Seventh Amendment to Amended and Restated Credit Agreement
    entered into effective March 30, 2007, among MAPCO Express,
    Inc., the several banks and other financial institutions or
    entities, from time to time, parties to the Credit Agreement,
    Lehman Brothers, Inc., SunTrust Bank, Bank Leumi USA and Lehman
    Commercial Paper, Inc. (incorporated by reference to
    Exhibit 10.3 to the Companys
    Form 10-Q
    filed on May 15, 2007)10
.7

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
.7(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
.7(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. (incorporated by
    reference to Exhibit 10.8(b) to the Companys
    Form 10-K
    filed on March 20, 2007)10
.8+

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
.8(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
.8(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
.8(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
.8(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
.8(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
.9+

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
.10*

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) 65




---



##### Table of Contents



Exhibit No.

Description10
.10(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
.10(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
.10(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
.11

Description of Director Compensation (incorporated by reference
    to Exhibit 10.8 to the Companys
    Form 10-Q
    filed on May 15, 2007)10
.12

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
.13

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
.14

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
.14(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
.15

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
.15(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
.16

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

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

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

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

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) 66




---



##### Table of Contents



Exhibit No.

Description10
.18

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

First Amendment dated April 2, 2007, to the Purchase and
    Sale Agreement dated February 8, 2007, by and between MAPCO
    Express, Inc., Calfee Company of Dalton, Inc., FM Leasing, LP,
    FM Leasing I, LP, MF Leasing, LP, AC Stores, LP, Com-Pac
    Properties, LLC, Com-Pac Properties Group, LP and Favorite One
    Properties, LP. (incorporated by reference to
    Exhibit 10.2(a) to the Companys
    Form 10-Q
    filed on May 15, 2007)10
.19

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

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

Second Amendment dated October 17, 2007 to the Credit
    Agreement dated March 30, 2007 by and between Delek US
    Holdings, Inc. and Lehman Commercial Paper, Inc., as
    administrative agent, Lehman Brothers, Inc. as arranger and
    joint bookrunner, and JPMorgan Chase Bank, N.A. as documentation
    agent, arranger and joint bookrunner10
.19(c)

Third Amendment dated December 4, 2007 to the Credit
    Agreement dated March 30, 2007 by and between Delek US
    Holdings, Inc. and Lehman Commercial Paper, Inc., as
    administrative agent, Lehman Brothers, Inc. as arranger and
    joint bookrunner, and JPMorgan Chase Bank, N.A. as documentation
    agent, arranger and joint bookrunner10
.20*

Letter Agreement dated September 1, 2004, by and between
    MAPCO Express, Inc. and Assaf Ginzburg (incorporated by
    reference to Exhibit 10.5 to the Companys
    Form 10-Q
    filed on May 15, 2007)10
.21*

Letter Agreement dated May 25, 2005, by and between MAPCO
    Express, Inc. and Edward A. Morgan (incorporated by reference to
    Exhibit 10.6 to the Companys
    Form 10-Q
    filed on May 15, 2007)10
.22*

Letter Agreement dated May 25, 2005, by and between Delek
    Refining, Inc. and Frederec Green (incorporated by reference to
    Exhibit 10.7 to the Companys
    Form 10-Q
    filed on May 15, 2007)10
.23

Stock Purchase Agreement dated July 12, 2007 by and between
    TransMontaigne, Inc. and Delek US Holdings, Inc.
    (incorporated by reference to Exhibit 10.1 to the
    Companys
    Form 10-Q
    filed on November 9, 2007)10
.24

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

Assignment and Assumption Agreement dated October 9, 2007
    by and between TransMontaigne, Inc., as assignor, Morgan Stanley
    Capital Group, Inc., as assignee, and Delek US Holdings, Inc.10
.25++

Distribution Service Agreement dated December 28, 2007 by
    and between MAPCO Express, Inc. and Core-Mark International, Inc.21
.1

Subsidiaries of the Registrant23
.1

Consent of Ernst & Young LLP24
.1

Power of Attorney31
.1

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

Certification of the Companys Chief Financial Officer
    pursuant to
    Rule 13a-14(a)/15(d)-14(a)
    under the Securities Exchange Act 67




---



##### Table of Contents



Exhibit No.

Description32
.1

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

Certification of the Companys Chief Financial Officer
    pursuant to 18 U.S.C. Section 1350, as adopted
    pursuant to Section 906 of the Sarbanes-Oxley Act of 2002     *
    
    Management contract or compensatory plan or arrangement.+
    
    Confidential treatment has been requested with respect to
    certain portions of this exhibit pursuant to Rule 406 of
    the Securities Act. Omitted portions have been filed separately
    with the Securities and Exchange Commission.++
    
    Confidential treatment has been requested with respect to
    certain portions of this exhibit pursuant to
    Rule 24b-2
    of the Securities Exchange Act. Omitted portions have been filed
    separately with the Securities and Exchange Commission. 68




---



##### Table of Contents



SIGNATURES  Pursuant to the requirements of Section 13 or 15(d) of
    the Securities Exchange Act of 1934, the registrant has duly
    caused this report to be signed on its behalf by the
    undersigned, thereunto duly authorized.
  Delek US Holdings, Inc.
  By:
    /s/  Edward
    Morgan         Pursuant to the requirements of the Securities Exchange Act
    of 1934, this report has been signed below by or on behalf of
    the following persons on behalf of the registrant and in the
    capacities indicated on March 3, 2008:
  /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/  Carlos
    E. Jorda*Carlos
    E. Jorda
    Director/s/  Zvi
    Greenfeld* Zvi
    Greenfeld
    Director

/s/  Philip
    L. Maslowe*Philip
    L. Maslowe
    Director/s/  Charles
    H. Leonard*Charles
    H. Leonard
    Director/s/  Edward
    MorganEdward
    Morgan
    Vice President and Chief Financial Officer
    (Principal Financial and Accounting Officer)   *By:
    /s/  Edward
    Morgan   Attorney-in-Fact
 69




---



##### 



Delek US
    Holdings, Inc.
    Consolidated Financial Statements
    As of December 31, 2007 and 2006 and
    For Each of the Three Years Ended December 31,
    2007
  INDEX TO
    FINANCIAL STATEMENTS
   
 Reports of Independent Registered Public
    Accounting Firm


F-1Audited Financial Statements:Consolidated Balance Sheets


F-3Consolidated Statements of Operations


F-4Consolidated Statements of Changes in
    Shareholders Equity and Comprehensive Income


F-5Consolidated Statements of Cash Flows


F-6Notes to Consolidated Financial Statements


F-7All other financial schedules are not required under related
    instructions, or are inapplicable and therefore have been
    omitted.




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm  The Board of Directors and Shareholders of
    Delek US Holdings, Inc.
              
     F-1




---



##### Table of Contents



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




---



##### Table of Contents



Delek US
    Holdings, Inc.



Consolidated
    Balance Sheets  December 31,2007


2006(In millions, except par value and shares)ASSETSCurrent assets:Cash and cash equivalents

$
104.3


$
101.6Short-term investments


45.5



73.2Accounts receivable


112.6



83.7Inventory


130.6



120.8Other current assets


47.0



31.3Total current assets


440.0



410.6Property, plant and equipment:Property, plant and equipment


644.3



493.1Less: accumulated depreciation


(98.2
)


(68.4
)Property, plant and equipment, net


546.1



424.7Goodwill


89.0



80.7Other intangibles, net


11.6



12.2Equity method investment


139.5



Other non-current assets


11.6



21.2Total assets

$
1,237.8


$
949.4LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Accounts payable

$
248.6


$
175.5Current portion of long-term debt and capital lease obligations


10.8



1.8Note payable






19.2Accrued expenses and other current liabilities


39.1



34.4Total current liabilities


298.5



230.9Non-current liabilities:Long-term debt and capital lease obligations, net of current
    portion


344.4



265.6Environmental liabilities, net of current portion


6.7



9.3Asset retirement obligations


5.3



3.3Deferred tax liabilities


60.3



50.5Other non-current liabilities


10.1



7.6Total non-current liabilities


426.8



336.3Shareholders equity:Preferred stock, $0.01 par value, 10,000,000 shares
    authorized, no shares issued and outstanding






Common stock, $0.01 par value, 110,000,000 shares
    authorized, 53,666,570 and 51,139,869 shares issued and
    outstanding at December 31, 2007 and 2006, respectively


0.5



0.5Additional paid-in capital


274.1



211.9Accumulated other comprehensive income


0.3



Retained earnings


237.6



169.8Total shareholders equity


512.5



382.2Total liabilities and shareholders equity

$
1,237.8


$
949.4    F-3




---



##### Table of Contents



Delek US
    Holdings, Inc.



Consolidated
    Statements of Operations  Year Ended December 31,2007


2006


2005(In millions, except shares and per share data)Net sales

$
4,097.1


$
3,216.1


$
2,031.9Operating costs and expenses:Cost of goods sold


3,632.5



2,824.4



1,730.1Operating expenses


220.5



175.5



134.6General and administrative expenses


54.6



38.2



23.5Depreciation and amortization


33.1



22.8



16.1Gain on disposal of assets










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


(0.1
)






9.1Total operating costs and expenses


3,940.6



3,060.9



1,911.8Operating income


156.5



155.2



120.1Interest expense


30.6



24.2



17.4Interest income


(9.3
)


(7.2
)


(2.1
)Interest expense to related parties






1.0



3.0Loss from equity method investment


0.8







Other expenses, net


2.4



0.2



2.5Total non-operating expenses


24.5



18.2



20.8Income before income tax expense and cumulative effect of a
    change in accounting policy


132.0



137.0



99.3Income tax expense


35.6



44.0



34.9Income before cumulative effect of a change in accounting policy


96.4



93.0



64.4Cumulative effect of a change in accounting policy










(0.3
)Net income

$
96.4


$
93.0


$
64.1Basic earnings per share:Income before cumulative effect of a change in accounting policy

$
1.85


$
1.98


$
1.64Cumulative effect of change in accounting policy










(0.01
)Basic earnings per share

$
1.85


$
1.98


$
1.63Diluted earnings per share:Income before cumulative effect of a change in accounting policy

$
1.82


$
1.94


$
1.64Cumulative effect of change in accounting policy










(0.01
)Diluted earnings per share

$
1.82


$
1.94


$
1.63Weighted average common shares outstanding:Basic


52,077,893



47,077,369



39,389,869Diluted


52,850,231



47,915,962



39,389,869Dividends declared per common share outstanding

$
0.54


$
0.04


$
    F-4




---



##### Table of Contents



Delek US
    Holdings, Inc.



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


Other





TotalCommon Stock


Paid-in


Comprehensive


Retained


ShareholdersShares


Amount


Capital


Income


Earnings


Equity(In millions, except shares and per share data)Balance at December 31, 2004


39,389,869


$
0.4


$
40.7


$



$
14.6


$
55.7Comprehensive income, net of tax:Net income


















64.1



64.1Comprehensive income


















64.1



64.1Balance at December 31, 2005


39,389,869



0.4



40.7







78.7



119.8Comprehensive income, net of tax:Net income


















93.0



93.0Comprehensive income


















93.0



93.0Proceeds from public offering


11,500,000



0.1



166.8











166.9Common stock dividends ($0.15 per share)


















(1.9
)


(1.9
)Stock-based compensation expense










2.4











2.4Income tax benefit of stock-based compensation expense










1.5











1.5Exercise of stock-based awards


250,000







0.5











0.5Balance at December 31, 2006


51,139,869



0.5



211.9







169.8



382.2Comprehensive income, net of tax:Net income


















96.4



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














0.3







0.3Comprehensive income














0.3



96.4



96.7Common stock dividends ($0.15 per share)


















(28.5
)


(28.5
)Stock-based compensation expense










3.3











3.3Income tax benefit of stock-based compensation expense










3.8











3.8Exercise of stock-based awards


610,034







3.9











3.9Stock issued in connection with equity method investment


1,916,667







51.2











51.2Cumulative effect of adoption of FIN 48


















(0.1
)


(0.1
)Balance at December 31, 2007


53,666,570


$
0.5


$
274.1


$
0.3


$
237.6


$
512.5    F-5




---



##### Table of Contents



Delek US
    Holdings, Inc.



Consolidated
    Statements of Cash Flows  Year Ended December 312007


2006


2005(In millions)Cash flows from operating activities:Net income

$
96.4


$
93.0


$
64.1Adjustments to reconcile net income to net cash provided by
    operating activities:Depreciation and amortization


33.1



22.8



16.1Amortization of deferred financing costs


4.9



4.2



2.3Accretion of asset retirement obligations


0.1



0.3



0.1Deferred income taxes


10.3



22.8



8.9Loss from equity method investment


0.8







Net loss (gain) on disposal of assets










0.4Loss on interest rate derivative instruments


2.4







Stock-based compensation expense


3.3



2.4



Income tax benefit of stock-based compensation


(3.8
)


(1.5
)


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


(28.9
)


(30.7
)


(41.7
)Inventories and other current assets


(32.0
)


(24.8
)


11.1Accounts payable and other current liabilities


91.0



23.1



88.1Non-current assets and liabilities, net


2.3



(1.4
)


(0.7
)Net cash provided by operating activities


179.9



110.2



148.7Cash flows from investing activities:Purchases of short-term investments


(3,214.1
)


(520.2
)


(26.6
)Sales of short-term investments


3,242.5



473.6



Purchase of equity method investment


(89.1
)






Business combinations, net of cash acquired


(74.6
)


(107.3
)


(109.6
)Purchase of property, plant and equipment


(87.7
)


(97.5
)


(29.2
)Proceeds from sale of convenience store assets


0.3







3.1Net cash used in investing activities


(222.7
)


(251.4
)


(162.3
)Cash flows from financing activities:Net proceeds from revolvers


4.6



46.7



23.5Proceeds from issuance of debt


65.0



60.0



215.0Payments on debt and capital lease obligations


(2.0
)


(47.4
)


(187.1
)Proceeds from note payable to related parties










34.9Payments of note payable to related parties






(42.5
)


(21.0
)Proceeds from issuance of common stock






166.9



Proceeds from exercise of stock options


3.9



0.5



Income tax benefit of stock-based compensation


3.8



1.5



Dividends paid


(28.5
)


(1.9
)


Decrease in restricted cash










3.7Deferred financing costs paid


(1.3
)


(3.6
)


(14.9
)Net cash provided by financing activities


45.5



180.2



54.1Net increase in cash and cash equivalents


2.7



39.0



40.5Cash and cash equivalents at the beginning of the period


101.6



62.6



22.1Cash and cash equivalents at the end of the period

$
104.3


$
101.6


$
62.6Supplemental disclosures of cash flow information:Cash paid during the year for:Interest, net of capitalized interest of $2.1 million and
    $1.8 million in 2007 and 2006, respectively

$
22.1


$
19.1


$
17.0Income taxes

$
34.1


$
32.5


$
25.8Stock issued in connection with acquisition of equity method
    investment

$
51.2


$



$
    F-6




---



##### Table of Contents



Delek US
    Holdings, Inc.



Notes to
    Consolidated Financial Statements  1.
    General      2.
    Accounting
    Policies  Basis
    of Presentation
      Segment
    Reporting
    Reclassifications
     F-7




---



##### Table of Contents



Delek US
    Holdings, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Cash
    and Cash Equivalents
  high-quality
  Short-Term
    Investments
  Accounting for Certain
    Investments in Debt and Equity Securities.
      Accounts
    Receivable
            Inventory
  last-in,
 F-8




---



##### Table of Contents



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

3-5Computer equipment and software

3-10Refinery turnaround costs

4Furniture and fixtures

5-15Retail store equipment

7-15Asset retirement obligation assets

15-36Refinery machinery and equipment

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

8-40Building and building improvements

40     CorporateRefining


Marketing


Retail


and Other


ConsolidatedProperty, plant and equipment

$
196.5


$
32.6


$
413.2


$
2.0


$
644.3Less: Accumulated depreciation


(15.0
)


(2.4
)


(80.8
)






(98.2
)Property, plant and equipment, net

$
181.5


$
30.2


$
332.4


$
2.0


$
546.1Depreciation expense

$
8.4


$
1.7


$
21.7


$



$
31.8   Other
    Intangible Assets
   F-9




---



##### Table of Contents



Delek US
    Holdings, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Property,
    Plant and Equipment and Definite Life Intangibles
    Impairment
  Accounting
    for the Impairment or Disposal of Long-Lived Assets,
    Capitalized
    Interest
    Refinery
    Turnaround Costs
    Goodwill
    and Potential Impairment
  Goodwill and Other Intangible Assets
 F-10




---



##### Table of Contents



Delek US
    Holdings, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Derivatives
  Accounting for Derivative Instruments
    and Hedging Activities
      E-10
    Fair
    Value of Financial Instruments
  Disclosures about Fair Value of
    Financial Instruments.
    Self-Insurance
    Reserves
   F-11




---



##### Table of Contents



Delek US
    Holdings, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Vendor
    Discounts and Deferred Revenue
  02-16, Accounting by a Reseller for Consideration Received from a
    Vendor,
    Environmental
    Expenditures
  clean-up
  Asset
    Retirement Obligations
  Accounting for Conditional Asset Retirement Obligations
     F-12




---



##### Table of Contents



Delek US
    Holdings, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    December 31,2007


2006Beginning balance

$
3.3


$
3.4Additional liabilities(1)


1.5



0.4Acquired liabilities


0.7



0.2Liabilities settled


(0.3
)


(1.0
)Accretion expense


0.1



0.3Ending balance

$
5.3


$
3.3     (1)
    
    This amount represents the recognition of an asset retirement
    obligation associated with two hazardous waste units at the
    Tyler refinery, and additional underground storage tanks at
    various retail stores, as well as managements reassessment
    of future cost estimates associated with the refining and retail
    segments previously recognized remediation obligations.    Revenue
    Recognition
    EITF 99-19, Reporting Revenue Gross as a Principal Versus Net as an
    Agent.
  Cost
    of Goods Sold and Operating Expenses
    Sales,
    Use and Excise Taxes
  EITF 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)
 F-13




---



##### Table of Contents



Delek US
    Holdings, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Deferred
    Financing Costs
    Advertising
    Costs
    Operating
    Leases
    Accounting for
    Leases
  Income
    Taxes
  Accounting for Income Taxes
  Accounting for
    Uncertainty in Income Taxes  an interpretation of
    FASB Statement No. 109 Accounting for Income Taxes Accounting for
    Contingencies
     F-14




---



##### Table of Contents



Delek US
    Holdings, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
      Earnings
    Per Share
    December 31,2007


2006


2005Weighted average common shares outstanding


52,077,893



47,077,369



39,389,869Dilutive effect of equity instruments


772,338



838,593



Weighted average common shares outstanding, assuming dilution


52,850,231



47,915,962



39,389,869     Stock-Based
    Compensation
  Share-Based Payment Accounting
    for Stock-Based Compensation Accounting for Stock Issued to Employees
       F-15




---



##### Table of Contents



Delek US
    Holdings, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Comprehensive
    Income
    New
    Accounting Pronouncements
  Fair Value Measurements non-financial non-fiancial No. 157-2.
  The Fair Value Option for Financial Assets and Financial
    Liabilities  Including an amendment of FASB Statement
    No. 115 Accounting for Certain Investments in Debt and Equity
    Securities
  Business Combinations
  Noncontrolling Interests in Consolidated Financial
    Statements  an amendment of ARB No. 51
 F-16




---



##### Table of Contents



Delek US
    Holdings, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    3.
    Acquisitions  Calfee
    Acquisition
      Inventory

$
6.7Property, plant and equipment


64.3Goodwill


8.6Other intangible assets


0.5Current and non-current liabilities


(5.5
)$
74.6     Fast
    Acquisition
   F-17




---



##### Table of Contents



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

$
3.9Other current assets


0.1Fixed assets


39.9Goodwill


9.2Other intangible assets


0.2Taxes payable and other liabilities


(2.4
)$
50.9     Pride
    Acquisition
      Other current assets

$
0.7Fixed assets


38.0Goodwill


7.5Other intangible assets


12.2Assumed environmental liabilities and asset retirement
    obligations


(2.0
)$
56.4     Tyler
    Refinery Acquisition
   F-18




---



##### Table of Contents



Delek US
    Holdings, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    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     December 31,2005Net sales

$
2,312.2Income before cumulative effect of a change in accounting policy


68.7Net income


68.4Basic and diluted earnings per share before cumulative effect of
    change in accounting policy

$
1.74Basic and diluted earnings per share

$
1.73     BP
    Acquisition
      December 31,2005Fixed assets

$
34.9Inventory


1.5$
36.4  F-19




---



##### Table of Contents



Delek US
    Holdings, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  4.
    Inventory    December 31,2007


2006Refinery raw materials and supplies

$
20.7


$
31.5Refinery work in process


19.1



18.7Refinery finished goods


28.3



22.9Retail fuel


22.9



14.4Retail merchandise


36.0



26.7Marketing refined products


3.6



6.6Total inventories

$
130.6


$
120.8       5.
    Equity
    Method Investment  Investment
    in Lion Oil Company
       F-20




---



##### Table of Contents



Delek US
    Holdings, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Year EndedDecember 31,2007Gross profit

$
1.6Operating expenses


2.6Net loss


(0.6
)   December 31,2007Current assets

$
89.3Total assets


190.0Current liabilities


66.8Non-current liabilities


22.7Equity in net assets


100.5       6.
    Property,
    Plant and Equipment    December 31,2007


2006Land

$
92.0


$
69.7Building and building improvements


190.7



129.7Refinery machinery, marketing equipment and pipelines


134.1



135.6Retail, including petroleum, store equipment and other site
    improvements


116.4



117.2Refinery turnaround costs


10.7



10.0Other equipment


18.6



15.6Construction in progress


81.8



15.3644.3



493.1Less: accumulated depreciation


(98.2
)


(68.4
)$
546.1


$
424.7    F-21




---



##### Table of Contents



Delek US
    Holdings, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  7.
    Goodwill      Retail


Marketing


TotalBalance, December 31, 2005

$
63.7


$



$
63.7Acquisitions and adjustments


9.4



7.6



17.0Balance, December 31, 2006

$
73.1


$
7.6


$
80.7Acquisitions and adjustments


8.4



(0.1
)


8.3Balance, December 31, 2007

$
81.5


$
7.5


$
89.0       8.
    Other
    Intangible Assets  Supply
    Contracts
    December 31,2007


2006Supply contracts

$
12.2


$
12.2Accumulated amortization


(1.5
)


(0.5
)$
10.7


$
11.7  F-22




---



##### Table of Contents



Delek US
    Holdings, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Non-Compete
    Agreements
  ten-mile
  December 312007


2006Non-compete agreements

$
1.0


$
1.0Accumulated amortization


(0.7
)


(0.5
)$
0.3


$
0.5     Trademarks
    9.
    Long-Term
    Obligations and Short-Term Note Payable    December 312007


2006Senior secured credit facility  term loan

$
145.6


$
147.1Senior secured credit facility  revolver


49.0



59.5Fifth Third  revolver


34.3



19.2Lehman note


65.0



Promissory notes


60.0



60.0Capital lease obligations


1.3



0.8355.2



286.6Less: current portion of long-term debt and capital lease
    obligations


10.8



21.0$
344.4


$
265.6   Senior
    Secured Credit Facility
   F-23




---



##### Table of Contents



Delek US
    Holdings, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
      SunTrust
    ABL Revolver
          Fifth
    Third Revolver
   F-24




---



##### Table of Contents



Delek US
    Holdings, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Lehman
    Credit Agreement
    Promissory
    Notes
      Letters
    of Credit
   F-25




---



##### Table of Contents



Delek US
    Holdings, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Annual
    Maturities of Debt Instruments
    2008


2009


2010


2011


2012


Thereafter


TotalSenior secured credit facility  term loan

$
10.5


$
1.4


$
1.4


$
132.3


$



$



$
145.6Senior secured credit facility  revolver










49.0















49.0Fifth Third  revolver


















34.3







34.3Lehman note






65.0



















65.0Promissory notes






60.0



















60.0Capital lease obligations


0.3



0.2



0.1



0.1



0.1



0.5



1.3Total

$
10.8


$
126.6


$
50.5


$
132.4


$
34.4


$
0.5


$
355.2   Interest-Rate
    Derivative Instruments
        10.
    Stock-Based
    Compensation  Employment
    Agreement
   F-26




---



##### Table of Contents



Delek US
    Holdings, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
      2006
    Long-Term Incentive Plan
    Option
    Assumptions
    2007 Grants

2007 Grants

2006 Grants

2006 Grants

May 2004 Grant(Graded Vesting)

(Cliff Vesting)

(Graded Vesting)

(Cliff Vesting)

(5-Year3-5 Years

4 Years

3-5 Years

4 Years

Graded Vesting)Expected Volatility

31.12%-33.12%

31.20%-32.98%

31.44%-31.96%

31.46%-31.91%

31.60%Dividend Yield

1.00%

1.00%

1.00%

1.00%

Expected Term

6.0 years

7.0 years

6.0-6.5 years

7.0 years

4.5 yearsRisk Free Rate

3.05%-4.15%

3.05%-4.15%

4.74%-5.02%

4.50%-5.03%

3.85%Fair Value

$7.83

$6.22

$5.91

$4.87

$0.67  F-27




---



##### Table of Contents



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


Average


AggregateNumber of


Average


Contractual


IntrinsicOptions


Exercise Price


Term


Value(Years)


(In millions)January 1, 2006


1,969,493


$
2.03Granted


1,899,700


$
17.49Exercised


(250,000
)

$
2.03Forfeited


(246,748
)

$
17.27Options outstanding, December 31, 2006


3,372,445


$
9.62Granted


503,668


$
23.94Exercised


(592,909
)

$
6.60Forfeited


(205,626
)

$
18.82Options outstanding, December 31, 2007


3,077,578


$
11.93



6.0


$
36.4Vested options exercisable, December 31, 2007


987,251


$
4.87



3.5


$
16.6     Restricted
    Stock Units
      Weighted-Number of


AverageRSUs


Grant PriceRSUs outstanding, January 1, 2006





$
Granted


77,500


$
15.54Vested





$
Forfeited


(2,500
)

$
15.15Non-vested RSUs, December 31, 2006


75,000


$
15.56Granted


4,500


$
23.50Vested


(17,125
)

$
15.59Forfeitures





$
Non-vested RSUs, December 31, 2007


62,375


$
16.12  F-28




---



##### Table of Contents



Delek US
    Holdings, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Compensation
    Expense Related to Equity-based Awards
      11.
    Segment
    Data          (R) (R) (R) tm , tm  (R)
   F-29




---



##### Table of Contents



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


Retail


Marketing


Eliminations


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

$
1,709.0


$
1,775.8


$
611.9


$
0.4


$
4,097.1Intercompany marketing fees and sales


(14.7
)






14.7







Cost of goods sold


1,460.2



1,575.4



596.9







3,632.5Operating expenses


82.2



136.8



1.0



0.5



220.5Segment contribution margin

$
151.9


$
63.6


$
28.7


$
(0.1
)


244.1General and administrative expenses


















54.6Depreciation and amortization


















33.1Gain on forward contract activities


















(0.1
)Operating income

















$
156.5Total assets

$
377.4


$
516.6


$
91.5


$
252.3


$
1,237.8Capital spending (excluding business combinations)

$
61.6


$
23.8


$
0.3


$
2.0


$
87.7   As Of and For the Year Ended December 31, 2006Corporate,Other andRefining(2)


Retail


Marketing(3)


Eliminations


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

$
1,601.8


$
1,395.6


$
218.2


$
0.5


$
3,216.1Intercompany marketing fees and sales


(3.2
)


(0.2
)


3.4







Cost of goods sold


1,373.5



1,234.9



216.0







2,824.4Operating expenses


71.9



102.8



0.3



0.5



175.5Segment contribution margin

$
153.2


$
57.7


$
5.3


$




216.2General and administrative expenses


















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-30




---



##### Table of Contents



Delek US
    Holdings, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  As Of and For the Year Ended December 31, 2005Corporate,Other andRefining(2)(4)


Retail


Marketing


Eliminations


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

$
930.5


$
1,101.0


$



$
0.4


$
2,031.9Intercompany sales


0.9



(0.9
)










Cost of goods sold


774.9



955.2











1,730.1Operating expenses


47.3



86.9







0.4



134.6Segment contribution margin

$
109.2


$
58.0


$



$




167.2General and administrative expenses


















23.5Depreciation and amortization


















16.1Gain on disposal of assets


















(1.6
)Loss 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)
    
    Refinery segment operating results reflect certain
    reclassifications made to conform prior year balances to current
    year financial statement presentation. Sales of intermediate
    feedstock have been reclassified to sales which had previously
    been presented on a net basis in cost of goods sold. Certain
    pipeline expenses previously presented in cost of goods sold
    have been reclassified to operating expenses, general and
    administrative expenses and depreciation. These
    reclassifications had no effect on either net income or
    shareholders equity, as previously reported.(2)
    
    Effective August 1, 2006, we initiated our marketing
    operations in conjunction with the Pride acquisition.(3)
    
    Effective April 29, 2005, we completed the acquisition of
    the Tyler refinery and related assets. We operated the refinery
    for 247 days in 2005.  12.
    Income
    Taxes   F-31




---



##### Table of Contents



Delek US
    Holdings, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    December 312007


2006Current Deferred Taxes:Self-insurance accruals

$
1.6


$
1.5Accrued payroll


0.0



0.7Net operating loss carryforwards


0.0



0.3Other accrued reserves


0.4



0.3Total current deferred tax assets


2.0



2.8Non-current Deferred Taxes:Depreciation and amortization


(68.8
)


(57.3
)Net operating loss carryforwards


2.3



1.9Straight-line lease expense


1.6



2.1FAS 123R stock compensation


1.7



0.8Other


4.1



3.0Valuation allowance


(1.2
)


(1.0
)Total non-current deferred tax liabilities


(60.3
)


(50.5
)$
(58.3
)

$
(47.7
)     Year Ended December 31,2007


2006


2005Provision for federal income taxes at statutory rate

$
46.2


$
48.0


$
34.7State income taxes, net of federal tax provision


0.7







0.2Credits


(12.7
)


(4.3
)


Other items


1.4



0.3



Income tax expense

$
35.6


$
44.0


$
34.9     Year Ended December 312007


2006


2005Current

$
25.3


$
21.2


$
26.0Deferred


10.3



22.8



8.9$
35.6


$
44.0


$
34.9      F-32




---



##### Table of Contents



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


StateUnrecognized


UnrecognizedBenefit


Benefit


TotalBeginning of period unrecognized benefit

$
0.1


$
0.1


$
0.2Increase / decrease from prior period tax positions










Increase / decrease from current period tax positions










Decreases related to settlements of tax positions










Decrease due to lapse of statute of limitations










End of period unrecognized benefits

$
0.1


$
0.1


$
0.2       13.
    Commitments
    and Contingencies  Litigation
   F-33




---



##### Table of Contents



Delek US
    Holdings, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Self-insurance
        Environmental
    Health and Safety
        parts-per-million
   F-34




---



##### Table of Contents



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




---



##### Table of Contents



Delek US
    Holdings, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Vendor
    Commitments
    Letters
    of Credit
    Operating
    Leases
      2008

$
15.52009


13.02010


10.62011


8.42012


5.4Thereafter


16.7Total future minimum rentals

$
69.6   14.
    Employees  Workforce
    401(k)
    Plan
   F-36




---



##### Table of Contents



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




---



##### Table of Contents



Delek US
    Holdings, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
      16.
    Initial
    Public Offering    17.
    Selected
    Quarterly Financial Data (Unaudited)    For the Three Month Periods EndingMarch 31,


June 30,


September 30,


December 31,2007


2007


2007


2007Net sales

$
805.6


$
1,103.1


$
1,070.2


$
1,118.2Operating income

$
34.5


$
101.0


$
33.3


$
(12.3
)Net income

$
20.9


$
67.2


$
20.4


$
(12.1
)Basic earnings per share

$
0.41


$
1.31


$
0.39


$
(.23
)Diluted earnings per share

$
0.40


$
1.29


$
0.38


$
(.23
)   For the Three Month Periods EndingMarch 31,


June 30,


September 30,


December 31,2006


2006


2006


2006Net sales

$
659.8


$
820.5


$
924.5


$
811.3Operating 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      F-38




---



##### Table of Contents



Delek US
    Holdings, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    18.
    Subsequent
    Events  Dividend
    Declaration
    Assignment
    of Marketing Supply Agreements
   F-39




---



##### Table of Contents



EXHIBIT INDEX
  Exhibit No.

Description3
.1

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

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

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

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

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

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

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

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

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

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

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

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

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
.5(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)10
.5(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
.6

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)




---



##### Table of Contents



Exhibit No.

Description10
.6(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
.6(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
.6(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
.6(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
.6(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
.6(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
.6(g)

Seventh Amendment to Amended and Restated Credit Agreement
    entered into effective March 30, 2007, among MAPCO Express,
    Inc., the several banks and other financial institutions or
    entities, from time to time, parties to the Credit Agreement,
    Lehman Brothers, Inc., SunTrust Bank, Bank Leumi USA and Lehman
    Commercial Paper, Inc. (incorporated by reference to
    Exhibit 10.3 to the Companys
    Form 10-Q
    filed on May 15, 2007)10
.7

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
.7(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
.7(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. (incorporated by
    reference to Exhibit 10.8(b) to the Companys
    Form 10-K
    filed on March 20, 2007)10
.8+

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)




---



##### Table of Contents



Exhibit No.

Description10
.8(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
.8(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
.8(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
.8(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
.8(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
.9+

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
.10*

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
.10(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
.10(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
.10(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
.11

Description of Director Compensation (incorporated by reference
    to Exhibit 10.8 to the Companys
    Form 10-Q
    filed on May 15, 2007)10
.12

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
.13

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
.14

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
.14(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
.15

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)




---



##### Table of Contents



Exhibit No.

Description10
.15(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
.16

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

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

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

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

Promissory Note dated July 27, 2006, by and between Delek
    US Holdings, Inc., and Bank Leumi USA as lender (incorporated by
    reference to Exhibit 10.3 to the Companys
    Form 10-Q
    filed on November 14, 2006)10
.18

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

First Amendment dated April 2, 2007, to the Purchase and
    Sale Agreement dated February 8, 2007, by and between MAPCO
    Express, Inc., Calfee Company of Dalton, Inc., FM Leasing, LP,
    FM Leasing I, LP, MF Leasing, LP, AC Stores, LP, Com-Pac
    Properties, LLC, Com-Pac Properties Group, LP and Favorite One
    Properties, LP. (incorporated by reference to
    Exhibit 10.2(a) to the Companys
    Form 10-Q
    filed on May 15, 2007)10
.19

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

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

Second Amendment dated October 17, 2007 to the Credit
    Agreement dated March 30, 2007 by and between Delek US
    Holdings, Inc. and Lehman Commercial Paper, Inc., as
    administrative agent, Lehman Brothers, Inc. as arranger and
    joint bookrunner, and JPMorgan Chase Bank, N.A. as documentation
    agent, arranger and joint bookrunner10
.19(c)

Third Amendment dated December 4, 2007 to the Credit
    Agreement dated March 30, 2007 by and between Delek US
    Holdings, Inc. and Lehman Commercial Paper, Inc., as
    administrative agent, Lehman Brothers, Inc. as arranger and
    joint bookrunner, and JPMorgan Chase Bank, N.A. as documentation
    agent, arranger and joint bookrunner10
.20*

Letter Agreement dated September 1, 2004, by and between
    MAPCO Express, Inc. and Assaf Ginzburg (incorporated by
    reference to Exhibit 10.5 to the Companys
    Form 10-Q
    filed on May 15, 2007)10
.21*

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




---



##### Table of Contents



Exhibit No.

Description10
.22*

Letter Agreement dated May 25, 2005, by and between Delek
    Refining, Inc. and Frederec Green (incorporated by reference to
    Exhibit 10.7 to the Companys
    Form 10-Q
    filed on May 15, 2007)10
.23

Stock Purchase Agreement dated July 12, 2007 by and between
    TransMontaigne, Inc. and Delek US Holdings, Inc. (incorporated
    by reference to Exhibit 10.1 to the Companys
    Form 10-Q
    filed on November 9, 2007)10
.24

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

Assignment and Assumption Agreement dated October 9, 2007
    by and between TransMontaigne, Inc., as assignor, Morgan Stanley
    Capital Group, Inc., as assignee, and Delek US Holdings, Inc.10
.25++

Distribution Service Agreement dated December 28, 2007 by
    and between MAPCO Express, Inc. and Core-Mark International, Inc.21
.1

Subsidiaries of the Registrant23
.1

Consent of Ernst & Young LLP24
.1

Power of Attorney31
.1

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

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

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

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