Noel Ryan – Director of Investor Relations Uzi Yemin – President and Chief Executive Officer Fred Green – President and Chief Operating Officer Ed Morgan – Chief Financial Officer

Mark Miller – William Blair and Company Brian Shore – Avondale Partners Ben Brownlow – Morgan, Keegan and Company

Good morning and welcome to the Delek US Holdings conference call for the first quarter 2009. Our host for today’s call is Uzi Yemin, President and Chief Executive Officer of Delek US.

Joining Uzi on the call are Fred Green, President and COO of Delek Refining, and Ed Morgan, Chief Financial Officer of Delek US. Other members of the management team will be available during the question-and-answer portion of the call.

As a reminder, this conference call may contain forward-looking statements as that term is defined under the federal securities laws. For this purpose, any statements made during this call that are not statements of historical fact may be deemed to be forward-looking statements.

Without limiting the foregoing, the words believes, anticipates, plans, expects and similar expressions are intended to identify forward-looking statements. You are cautioned that these statements may be affected by important factors set forth in Delek’s filings with the Securities and Exchange Commission and in its first quarter news release.

As a result, actual operations or results may differ materially from the results discussed in the forward-looking statements. Delek undertakes no obligation to publicly update any forward-looking statements whether as a result of new information, future events, or otherwise.

Today’s call is being recorded and will be available for replay beginning today and ending May 21, 2009, by dialing 800-642-1687 with the confirmation ID number 96326993. An online replay may also be accessed for the next 90 days at the company’s website, delekus.com.

During today’s call, we will begin with Fred Green, President and COO of Delek Refining, who will provide an operational update on our Tyler refinery. Ed Morgan, our CFO, will follow with the financial and operational update on our refining, retail, and marketing segments for the three months ended March 31, 2009.

Uzi Yemin, our President and CEO, will then provide some concluding commentary. At the conclusion of these prepared remarks, we will open the call for question.

At this time, I’ll turn the call over to Fred Green.

I’d like to begin today’s call by confirming that we’ve successfully restarted most major units at the Tyler refinery and have resumed production and sales distillate products. During the past 5-1/2 months, our reconstruction teams, employees, and contractors did a tremendous job getting us back on line.

We’re extremely grateful for their efforts and look forward to getting back to work. With the recent completion of the turnaround and the bulk of the crude optimization projects, the profitability potential of Tyler is better tan ever.

With completion of the turnaround, performance and efficiency of the facility are enhanced. With most of the optimization projects completed, we’ve significantly increased our ability to process a wider range of cost advantage crude—a key competitive advantage for us as the sweet-sour spreads become more attractive over time.

Now, let me share a few words on our insurance claims in the period. As we discussed in the last quarter’s call, our business interruption insurance policy which compensates us for lost revenue and expenses while we are offline takes into account current market conditions when calculating the value of our total claim.

To that end, note that our business interruption claim was positively impacted by several factors during the first quarter of ’09 which collectively should serve to increase the total size our first quarter claim. First, the average 5-3-2 Gulf Coast crack spread more than doubled between the fourth of 2008 and the first quarter of 2009 to $9.14 a barrel due in large part to a substantial improvement in the gasoline crack.

Second, we continue to see deepening of the WTI linked contango market structure which began in December 2008, continue through the first quarter. This contango market structure which began at $0.90 in December averaged in excess of $4.50 a barrel during the first quarter, resulting in a direct reduction to our theoretical cost of crude in the period.

Finally due to the fact that Tyler is a refinery that processes primarily West Texas Intermediate, currently one of the most heavily discounted sweet crudes in the world, we’re very well positioned to experience the full benefit of the WTI contango market structure when compared other refineries that run crudes with prices linked to Brent or LLS. Note that only a portion of our total insurance proceeds from our first quarter 2009 claims were paid and booked in the first quarter, as there is typically a lag between the negotiation and processing of the claim and the actual payment of the claim.

Thus far, it’s been our experience that there’s generally a several-month lag between the time when the claim is submitted and when the claim is paid. Essentially this means our second quarter results will include proceeds from our first quarter 2009 insurance claim and will be paid in arrears.

The company recorded $21.1 million as income on business interruption proceeds during the first quarter of 2009. In addition to the business interruption proceeds paid to us in the quarter, we also recorded $9.5 million in income on our property damage claim in the period.

The $9.5 million recorded as income on the property damage claim was partially offset by $7.9 million of expenses related to the rebuild of fire damage units, demolition of the fire affected areas, and emergency response services related to the November incident. At present, we anticipate the total combined cost of the reconstruction related expenses to be approximately $58 million, of which $10.4 million was expensed during the fourth quarter of 2008 and during the first quarter of 2009.

The remainder of the expense will be part of our capital budget for the year. We believe we’ll be reimbursed for these costs subject to our deductible.

The increase in the estimated cost of rebuilding the fire affected units above the prior estimate of $40 million is due to higher than anticipated instrumentation and electrical costs and increase in the general scope of work. In summary, market conditions at the refinery continue to trend in our favor nearly halfway through the second quarter, most notably the contango market structures continued on with the May 2009 contango reported at $2.74 a barrel.

Since the events of November 20th, we’ve received cash payments or approval on payments totaling approximately $82 million. Included with the $82 million are, one, $39 million which was recorded as income during fourth quarter of ’08 and first quarter of ’09; two, $25 million in cash payments at the beginning of second quarter 2009; three, approval for additional payments in the amount of $18 million; and four, we anticipate that we’ll incorporate substantial additional proceeds from our PD and BI insurance claims in the coming months.

One final note: I’m also pleased to announce that after several weeks in negotiations with Steel Workers Local 202 representing our refinery employees, union ratified and new three-year contract with Delek Refining on April 22nd. We believe the economic terms of the contract met or exceeded the national oil bargaining package.

In general, we believe the terms are fair for both sides and will assist us in helping to maintain healthy relations with all parties. With that, I’ll hand the call over to Ed Morgan, our CFO, for discussion of our financial results.

Delek US reported net income from continuing operations of $1.6 million or $0.03 per diluted share in the first quarter of 2009 versus a net loss from continuing operations of $5.2 million or a loss of $0.10 per basic share in the first quarter of 2008. Excluding impact of a $1 million after tax gain and property damage net proceeds and a $3.1 million after tax gain related to our inventory, the company reported an adjusted net loss from continuing operations of $2.5 million or a loss of $0.05 per basic share.

Turning to the refining segment first, refining contribution margin increased to $19.4 million in the first quarter of 2009 compared to $7.6 million in the first quarter of 2008. Refining segment financial results for the three months ended March 31st are not comparable to the prior year due to a fire at the Tyler refinery which kept our facility offline for the entire duration of the first quarter in 2009.

Now, I’ll turn to the retail segment, which in the first quarter of 2009 had a contribution margin declining to $7 million compared to $9.9 million in the first quarter of 2008. Three factors contributed to the year over year decline.

First, retail fuel margins returned to a more normalized level during the first quarter, in line with the historical seasonal trend of years past. Secondly, merchandise and food sales were impacted by a general decline in discretionary spending, and third, the first quarter of 2009 included 90 operating days in the period compared to 91 in the first quarter of 2008, further challenging year over year comparisons.

Retail fuel margin declined $0.11 per gallon in the first quarter of 2009 compared to $0.126 in the first quarter of 2008. Same store gallon sales declined 2.1% in the first quarter of 2009, compared to a same store decline of 6% in the fourth quarter of 2008 and a decline of 8.3% in the third quarter.

Note that the first quarter 2009 was the first quarter since the second quarter of last year that Mapco’s results were not impacted by the hurricane related supply shortages which impacted a vast number of sea stores from September through late November of 2008. Excluding the impact of the leap year, the same store gasoline gallon sold increased by approximately 1% in the first quarter of 2009 when compared to the first quarter of 2008.

From a macro demand perspective, we were encouraged to see the latest Department of Transportation data which was recently published for the month of February. According to the DOT, the average number vehicle miles traveled increased 2.7% in February 2009 when compared to February 2008.

Although it may be too early to determine whether this trend will continue, overall consumer demand appears to be moving in a more positive direction compared to the latter half of 2008. Same-store merchandise sales declined 4.5% in the first quarter of 2009, an improvement from the high single-digit same store merchandise declines experienced in the second half of 2008.

The decline was generally attributable to a reduction in discretionary consumer spending, particularly within our food and dairy categories. Total first quarter merchandise sales declined to $86 million from $90.1 million in the first quarter of 2008.

First quarter 2009 merchandise margin was 31.9% compared to 32.2% in the first quarter of 2008. Credit expense as a percentage of gross margin declined to 7.7% in the first quarter compared to 10% in the first quarter of last year.

Generally, we continue to see that as the price to fill up a vehicle drops, so will the interchange fees affecting credit expense. Turning to marketing and supply, the marketing and supply segment contribution for the quarter was $5 million, compared to $6.4 million in the first quarter of last year.

On March 31, 2009, the company completed the intra-company sales of certain pipeline and storage assets from the company’s refining segment to the company’s marketing segment for a total cash consideration of $29.7 million. Under the terms of the deal, the marketing segment will assume the operation of two pipelines in addition to 11 storage tanks with a total capacity of 900,000 barrels.

We anticipate this transfer of assets will shift approximately $6 million in contribution margin from the refining to the marketing segment on an annual basis, subject to crude throughput levels on a go-forward basis. The strategic intent of this transaction is to move ahead with a long-term plan to consolidate the company’s marketing and transportation assets under a single logistics arm within the marketing segment.

Now turning to a discussion of our capital spending. Based upon the broadening scope of work related to the capital projects at our refinery, we have increased our full year 2009 capital spending budget from $143 million to $168 million.

The current total projected 2009 CapEx budget at the refinery has increased from $124 million to $149 million, over $41 million of that is expected to be reimbursed under our property insurance policy. Both the retail and marketing CapEx budgets are forecast to remain the same.

There are three main reasons for the increase in our 2009 CapEx budget. First, we accelerated approximately $5.8 million of CapEx from 2010 into 2009 due to work on the deep cut projects, the FCC blast resistant building, in addition to maintenance shop and warehouse relocation projects.

Secondly we conducted additional work during the turnaround which added an additional $12.4 million to the overall turnaround budget, and third the cost associated with the sat gas rebuild increased by $6.4 million, above the prior budget of $40 million not including the $10.4 million in expenses we have incurred to date. The increase of the sat gas rebuild was related to an increase in the scope of work and higher than expected instrumentation and electrical costs.

The original estimates provided by the contractor were based on visual inspections of the unit perimeter and rules of thumb for reconstruction. The actual costs exceeded these initial estimates.

We expect to be reimbursed for most of the work related to the reconstruction of units subject to our deductible. When we look at our capital structure as of the end of the first quarter, our cash balance totaled $55.2 million and we had $316.6 million in debt.

Aggregating these, our net debt position declined to $261.4 million compared to $270.7 million in the fourth quarter of 2008. At the conclusion of the first quarter, Delek US and its subsidiaries were in compliance with all of our debt covenants.

Looking forward, we have excess availability under our four revolving credit facilities of approximately $88 million as of March 31st. Additionally, since the end of the first quarter, we have received or have been given approvals to receive insurance proceeds of over $42 million.

We feel very comfortable funding our activities over the near term. With that, I’d like to hand the call back over to Uzi for some closing comments.

In summary, 2009 is shaping to be a very solid year. Tyler is resuming production.

The crude future market remains in contango, and fuel demand in certain retail markets is showing signs of movement. In addition, we continue to receive proceeds on business interruption claims filed in the first and second quarters which should favorably impact our full year results.

As before, we remain focused on deleveraging the balance sheet, a move which further increases our financial flexibility should we choose to engage in one or more strategic opportunities. Finally, I would like to acknowledge the recently announced departure of my dear friend, Ed Morgan, our long-term CFO.

During Ed’s seven years with the company, he helped us through multiple acquisitions, an IPO, and a number of other strategic efforts. We wish him well in his next business venture and thank him for his many contributions over the years.

In the interim, we have formed an executive search committee to assist with the hiring of a new CFO. To assist us in this effort, we have engaged the services of a large well-known executive search firm.

We’re presently reviewing candidates, and we’ll provide with more information once we have confirmed the hiring of a new CFO. With that, I’ll turn the call back to the operator, so we can begin the Q&A session.

Uzi, you talked about your priority towards de-leveraging the balance sheet, and can you give us some sense for where you want to get to relative to strategic opportunities you’re seeing in the market place and what thresholds would those need to be at for you to want to pursue something?

Let me divide the answer into two parts. The first one is right now we’re showing roughly $250 million net debt.

You need to remember that a lot of money from the insurance claim isn’t received yet. So assuming all in, I feel comfortable with net debt by the end of the year around that number, maybe a little less than that.

We need to remember that the EBITDA is increasing, partially because of the first quarter being so good. Obviously, you don’t see it because we didn’t record anything, but the second part is that we feel very good with the crude optimization project, so for me, we should see the EBITDA increasing.

Net debt of $200 to $250 million is something that I think is reasonable. Secondly, we always said that the max we will leverage the balance sheet with any acquisition won’t be more than 2.5 times EBITDA.

So if the leverage will be less than 2.5 times, which we expect this to be less than 2.5 times, we can leverage the balance sheet a little more for strategic acquisitions, but I don’t see us leveraging it more than 2.5 times at this time.

On the retail side, one clarification. Did the 4.5% merchandise comp sales decline represent a same-day comparison or not?

No. It’s 90 days to 91 days, so if you reduce it, it’s another 1%, so it’s 3.5%.

Can you comment on the results from the re-imaging now 20% of the store base? How has that performed versus your expectations?

Where might have it differed, and is that a meaningful factor as we look at the total comps or will it be?

As you are aware, at the end of 2008, we had 20% of our stores done. We currently have another 21 stores under construction here in Nashville.

The prior re-imaged units for the third quarter coming to first quarter are showing a 6.5 increase in fuel compared to the rest of our stores and a 4% increase in merchandise, so we’re totally pleased with their performance, and as we continue forward, we hope to do an additional 20 towards the third and fourth quarter this year.

Mark, just a clarification; 21 will be completed probably next week, so you won’t see the results of the next 21 until the third quarter since they are under construction. We should see the new 21 good results beginning of the third quarter.

Just going back to the merchandise comp for a moment, are there any important considerations as we look at that result relative to some of your competitors, because I think would have had some uplift presumably with cigarette pricing, so with that tracking also below the gas gallons, just any broad comment about what you see with merchandise trends?

During the first quarter, we really didn’t promote our 12 packs as aggressively as we had done historically, and we had some other factors that are really going to affect us positively in the cigarette category. As you are aware, the $0.62 federal excise tax increase took effect April 1st.

The tobacco manufacturers moved pretty quickly two weeks prior to $7.10. We moved it to $8.50 to hold our margin and to also enjoy a higher gross profit dollar increase.

At the same time, which was fortunate to us in Tennessee since we’re located so close to the Kentucky border, they raised the state excise tax in Kentucky from $0.30 to $0.60, so that gives us parity now with Kentucky and at the same time, in Arkansas they raised the state excise tax $0.56 to $1.15. So what we’re currently experiencing now is instead of a 6-11% loss in unit sales, our unit sales today and going forward are actually equal to increasing prior to the overall 62-cent increase.

Any comment relative to other sales trends from competitors we see in the market place?

I don’t know that we need to comment anything or say something about our competitors. For me, our strategy is to remain competitive with the cigarettes regardless of our competitors.

The re-imaged stores you said were comping up 6.5 on fuel and up 4 on merchandise. Is that 6.5 points above the rest of the chain or is that just a positive 6.5?

That’s positive, not comparing to the chain.

I wanted to go through the reimbursement a little bit. The $25 million on cash and the $18 million in approval for Q2, is that just the business interruption?

Let me put it this way since we’re still clearing numbers with the insurance companies. The vast majority by far belongs to the BI for the first quarter, and we gave you some numbers which are the market numbers for crack spread, but I’m going to be a little aggressive here and say that had we were running the refinery, our first quarter would have been the best first quarter ever, and for us it’s a timing issue of receiving the money from the insurance claim.

Is any of that percentage filing reflective of Q2 income or is it all coming from Q1?

Very little if any belongs to the second quarter.

When I think about the insurance coverage, how is that going to halt? Once you get the last unit of the refinery up and going, does it stop there?

Can you talk about the delay in that reimbursement and when it actually stops, and along the same lines, what your expectations are with your refinery customers and the indications that you have from those customers when you pick back up and start your refinery complete and up and running?

Ben, obviously we’ve been in close communication with the customers in terms of schedule and availability of product, but so far it’s been pretty favorable response. We’ve got new contracts in place with all of our larger customers, and we don’t foresee any issues with ramping back up the sales effort.

In regard to the first question, the way the BI claims works is that there’s always a delay in payment, and we don’t expect selling the claim even during the second quarter. It’ll probably be sometime in late third quarter before we get the final payment and have the settlement done.

With that being said, the BI doesn’t stop the moment you restart the refinery because there is cost of getting the customers back, and the insurance policy provides us with some funds for that part of the business for a period of time.

On the retail side for diesel gallons, can you tell me what you’re seeing there?

As we mentioned in our press release, gasoline gallons same stores went up 1%, distillate went down 14.8%.

Uzi, on both the retail and refining side, can you talk briefly about the market for acquisitions and the assets available out there and whether that’s increasing or decreasing from prior periods?

I don’t want to mention specific answers; however, the market is a vibrant market, and I’m not telling you anything yes or no. The multiples are coming back.

Banks are willing to lend a little better. In the last two weeks, we saw the market coming back just a little, and I think that this is probably one of the best times if want to be a buyer.

In terms of assets in the market, there are several refineries on the market, and we all know probably thousands of stores that are for sale, so that market remains very favorable for buyers.

On the retail side, just following up some of Lyn’s comments earlier, does the cigarette tax increase have any impact on your merchandise margins in the quarter?

The impact is approximately somewhere 0.5% and 1%, but the gross profit dollars are continuing to escalate, and as time goes by, we may be able to even push that margin a little bit higher to get it back to normal margins.

Lyn, that was a 0.5 to 1% decrease?

Yes, in margin, but anywhere from a 5-10% increase in gross profit dollars.

Any update on the status of the private label initiatives that you talked about in the past?

Yes. We’ve run from 1.2% of total sales first quarter 2008 to 1.68%.

As we’ve talked about, 20% of our peer groups out there are 10% or better in private label, so it’s a huge opportunity for us. We’ve established a new ad agency, and we’re in the process of re-labeling to get a more sophisticated look for our private label.

As you are aware, we have soft drinks, water, bag candy, automotive, oil, energy drinks, isotonics, meat snacks, etc. Coming up into the third and fourth quarter, we’re hoping to have packaged tea, sparkling water, high-end water, fruit punch, gallon juice drinks, iced coffee, peanuts, trail mix, cookies, cakes, protein bars, etc.

So you can see there is a huge opportunity for us, and we’re really excited about the direction we’re heading in.

The 12 stores you sold in the quarter, were the proceeds from those similar to the ones you sold in the fourth quarter and what you were expecting?

Yes. This is under the same guideline.

Lyn, did you want to add something to it?

No. I think that’s right.

On the business interruption coverage, does that take into account your ethanol and diesel hedges that you’ve had in place previously as well?

I am not sure I understand the question.

I think in the past you’ve talked about the upside versus the crack.

If you’re talking about the results of hedging, no. The results of the hedging are outside the BI.

We enjoy that. That’s it.

That’s part of what you’ll see in hedging gains.

Could you talk about what the general run rate is for CapEx outside of the crude optimization projects and all the incremental spend into refinery this year, looking out to next year? Are we somewhere in the sub 100 range for ongoing CapEx?

Anything you can tell us around that would be helpful.

Next year, we have two projects that we’re going to conduct. One of them is reducing the level of benzene and the second one is finishing moving our control rooms as well as the maintenance warehouse.

Besides that and I’m going to be a little aggressive here, but that’s my job I guess, we see sustainable maintenance behind the projects that are bringing value to the bottomline, something between $15 to $20 million, so you can model that number as maintenance going forward besides those two projects.

Can you help us size those two projects? Do you think it’s fair to think of it as being under $100 million all in for 2010?

I don’t know. I’m not looking at the numbers at this point, so I’m sure that Assaf and Noel will be happy to share with you the numbers.

Once they have numbers, we’ll follow up with that.

That concludes our conference call today. We look forward to speaking with you during our second quarter 2009 conference call.

Should you have any questions in the interim, please contact Noel Ryan at our Investor Relations. You all know his number.

Thank you for your time.