Uzi Yemin – President & Chief Executive Officer Mark Cox – Chief Financial Officer Noel Ryan – Director of Investor Relations

Jacques Rousseau – RBC Ben Brownlow – Morgan Keegan Blake Fernandez – Howard Weil Jeff Dietert – Simmons

Thank you, Kelly. Good morning and welcome to the Delek US Holdings conference call for the third quarter 2010.

Our hosts for today’s call are Uzi Yemin, President and Chief Executive Officer and Mark Cox, 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 certain forward-looking statements as that term is defined under 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 our latest earnings release.

As a result, actual operations results may differ materially from the results discussed in the forward-looking statements. We undertake 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 November 18, 2010 by dialing 800-642-1687 with the confirmation ID number 17638552. An online replay may also be accessed for the next 90 days at the company’s website at delekus.com.

During today’s call, I will begin with an overview of our financial performance in the third quarter 2010. Mark will follow with a review of our capital spending, liquidity and results from operations within each of the three business segments for the period ended September 30, 2010.

Uzi will conclude with a high-level outlook as we transition to the fourth quarter and look ahead to 2011. At the conclusion of these prepared remarks, we’ll open the call for questions.

For the three months ended September 30, 2010, Delek US reported a net loss of $9.9 million or loss of $0.18 per basic share versus a net loss of $4.8 million or a loss of $0.09 per basic share in the third quarter 2009. The company reported no special items in the third quarter 2010.

Although the company’s non-refining segments reported strong year-over-year increases across a number of performance metrics during the third quarter 2010, these gains were more than offset by losses due to unplanned maintenance related downtime at Tyler during July and August. As a result of the unplanned maintenance conducted during the third quarter, total throughput levels declined by 15% in the period which in turn also led to lower sales of refined products during the period when compared to the third quarter 2009.

Within the retail segment, year-over-year same-store sales of fuel gallons and merchandise both increased during the third quarter, while retail fuel margins remained strong in the period, increasing on both quarter-over-quarter and year-over-year basis. Before I hand the call over to Mark, allow me to provide some color on our operating expenses and interest expense incurred during the third quarter 2010.

Total operating expense increased $0.9 million to $58.2 million in the third quarter 2010 versus $57.3 million in the third quarter 2009. The increase was due primarily to higher expenses in the refining segment associated with the maintenance performed at the refinery in the third quarter of 2010, partially offset by decreases in insurance, salaries, utilities and maintenance expenses at the retail segment.

Interest expense increased $1.3 million to $8.1 million in the third quarter 2010 versus $6.8 million in the third quarter 2009. The increase was attributable to a number of factors including high interest rates under several of our credit facilities, which have been refinanced or amended during the last 18 months, partially offset by decrease in amortization of deferred financing charges during the third quarter 2010 when compared to the third quarter 2009.

With that brief overview, I’ll hand the call over to Mark.

Thank you, Noel, and good morning, everyone, and I’d also like to thank you for taking the time to join us on our call today. As always, we appreciate you being here.

I’d like to begin my portion of today’s call with a review of our liquidity position. As of September 30, 2010, Delek US had $17.5 million in cash and $274.2 million in debt, resulting in a net debt position of $256.7 million.

As we said in recent quarters, we remain committed to reducing debt and increasing our financial flexibility. To that end, please note that we have recently renewed or extended maturities on more than $140 million in combined promissory notes, of which 100 million has been finalized since quarter end.

At third quarter end, our blended effective rate on all borrowings was approximately 6%. In the coming months, we intend to refinance our retail segment credit facilities.

These refinancings will support us in growing our core businesses while maintaining ample financial flexibility. Looking now at the capital spending, during the third quarter of 2010, our total capital expenditures amounted to $15.7 million.

We currently anticipate 2010 company-wide capital spending will be $65.2 million down from our prior forecast of $70.4 million, primarily due to lower than anticipated discretionary spending at Tyler this year. We expect to spend approximately $33 million on regulatory projects in the refining segment 2010, approximately $20 million of which relates to the Mobile Source Air Toxics or MSAT II compliance project and another $8 million, which relates to the maintenance shop and warehouse relocation project.

Beyond refining, the remainder of our 2010 budget is earmarked for the remodeling and enhancement of our retail store locations. Moving on to a discussion of the performance by business segment, looking first at refining, refining segment contribution segment – contribution margin was a loss of $1.l million in the third quarter of 2010 versus a gain of $8.4 million in the third quarter last year.

For the three months ended September 30, 2010, capacity utilization at Tyler was 75.5% versus utilization of 82.6% in the prior-year period. Utilization during July and August of this year was low due to unplanned maintenance conducted on several process units during those months.

Total production and barrels sold per day both declined in the third quarter of 2010, when compared to the year-ago period. Tyler produced 45,931 barrels per day in the third quarter of 2010, compared to 54,092 barrels per day in the prior-year period.

Total sales volume at Tyler declined to 46,500 barrels per day in the third quarter of this year that compares to 54,266 barrels per day in the third quarter of last year. Direct operating expense per barrel sold was $5.96 per barrel in the third quarter of 2010, versus $4.82 per barrel in the third quarter of 2009.

The increase was primarily due to lower throughput volumes and increased labor and other expenses related again to the maintenance that was conducted in July and August of this year.

The market structure for West Texas Intermediate crude remained in contango during the third quarter of 2010, much as it had throughout 2009. The WTI contango averaged $0.86 in the third quarter 2010, that’s compared to $1.43 in the third quarter of last year.

Finally in October, a third-party pipeline owner notified us that they were going to suspend crude delivery to our refinery for approximately eight days at the end of the month in order to perform pipeline maintenance. In response, we took the opportunity to accelerate preventive work designed to improve the technical performance of our crude unit and completed a change-out of catalyst.

Both activities were originally planned for January of next year 2011. Given our ability to run intermediates and existing inventory at the time of the outage, this downtime had a small impact on October product sales.

Moving on to the marketing segment, marketing segment contribution margin was $5.7 million in the third quarter of 2010 compared to $3.9 million in the third quarter last year. Total sales volumes increased 18.6% to 14,114 barrels per day in the third quarter of this year and that compares to 11,897 barrels per day in the third quarter of last year.

Total sales volumes increased on a year-over-year basis for the third consecutive quarter during the third quarter of 2010 as regional demand trends for distillate products remained strong in the period when compared to the third quarter of 2009. Turning now to the retail segment, retail segment contribution margin increased to $18.7 million in the third quarter of this year and that compares to $17.4 million in the third quarter last year.

The year-over-year improvement in contribution margin was attributable to several factors including increased same-store fuel sales in gallons and merchandise, increased gross margin generation on select in-store merchandise as well as an increase in the retail fuel margin when compared to the year-ago level. Importantly, our recent efforts to draw increased traffic inside our stores has proven effective as the same-store transaction count increased by 6.9% during the third quarter 2010, when compared to the year-ago period.

Same-store fuel gallons sold increased 5.2% in the third quarter of 2010, again when compared to the year-ago period. The company’s retail fuel margin was 19.6 cents per gallon in the third quarter of 2010 and that compares to $0.18 per gallon last year, the highest reported quarterly fuel margin in nearly two years.

The year-over-year increase is partially attributable to favorable blending economics associated with the company’s ongoing ethanol blending program, as well as strategic fuel pricing efforts executed on a market-by-market basis. During the third quarter of 2010, the company blended approximately 25% more ethanol at retail when compared to the third quarter of 2009.

The year-over-year same-store merchandise sales increased a record 6.3% in the third quarter of 2010, the fifth consecutive quarter of same-store merchandise sales growth. The improvement is attributable to several key factors including successful sales efforts within the dairy, grocery and beer categories, consumer acceptance of recently introduced private label products, as well as continued growth in fresh food sales.

Our merchandise margin declined to 30.1% in the third quarter of 2010 versus 31.3% in the prior-year period. The year-over-year decline is attributable to increased introductory pricing on select merchandise, as well as promotional pricing.

For the second consecutive quarter, same-stores sales of prepared food and fountain increased on a year-over-year basis. The fountain and food category increased 6.6% on a same-store basis during the third quarter of 2010 versus a 9.8% same-store decline during the third quarter of last year.

As of September 30, 2010, approximately 14% of our store locations including QSR restaurant format that includes such brands as Quiznos, Subway, Blimpie and Krispy Krunchy Chicken. Reimaged locations outperformed the legacy store base during the first nine months of 2010, compared to the same period last year.

For the nine-month period ended September 30, 2010, same-store fuel gallons sold in the 70 reimaged stores opened more than one year increased 3.8% versus the same-store increase of 2.8% for the entire 420 store fleet. Similarly, same-store merchandise sales for the 70 reimaged stores opened more than one year increased 6.8% in the first nine months of 2010, and that compares to an increase of 4.2% for the entire 420 store fleet.

At the conclusion of the third quarter 2010, the retail segment operated 420 locations that compares to 452 locations in the prior-year period. Of the 420 stores in operation, 122 were reimaged locations and 14 locations were large format prototype stores.

With that, I’ll hand the call over to Uzi for some concluding remarks on our strategic outlook.

Thank you, Mark. As we look ahead to the remainder of the year, we’re optimistic that an economic recovery remains underway in our core market.

Throughout 2010, our retail segment has continued to perform well. We continue to see same-store merchandise sales growth early into the fourth quarter, a strategic initiative designed to increase the flow of store traffic, grow our product offering and expand our core customer demographic continues to gain traction.

Our private label program continues to stand out as an early success story for us, particularly as more customers begin to realize the high quality and affordability of the products we are bringing to market. Meanwhile, we also continue to make progress with our fresh food initiative, which remains a central part of our long-term value proposition for customers.

Although our refining business faced its share of challenges during the third quarter, demand in our core Tyler market remained strong and distillate crack has stayed elevated as we move into the fourth quarter. While our decision to conduct maintenance at several process units during the late 2010 has impacted the near-term production rate, these investments should help to improve the long-term reliability and efficiency of Tyler until the next major turnaround.

Looking ahead to 2011, we anticipate that the refining annual capital spending budget will be significantly lower than prior years due mainly to a sharp decline in regulatory spending in Tyler. While capital requirements in the refining segment should be modest next year, we do intend to accelerate investment in our retail segment through a combination of new store construction and store remodeling during 2011, all of which we will address in more detail in our fourth quarter and year-end 2010 conference call.

This concludes our prepared remarks. Operator, would you please open the call for questions.

Good morning.

Good morning, Jeff. How are you?

I’m fine. You addressed this at the end of your opening remarks, but on the retail reimaging, it seems you had a lot of experience there, you’ve proven the benefit of the reimaging and its good returns on capital.

Could you talk about how you think about the pace of development in reimaging existing facilities?

Absolutely. During the fourth quarter, we intend to start, hopefully we’ll finish as many as we can.

We’ve already started another 27 stores. And then next year, we’re planning to do anywhere between 20 and 35 stores.

So by the end of next year, we’ll have half of our fleet basically reimaged.

And relatively low capital for the reimaging strong returns, so that looks like an acceleration from this 27 stores you did this year. Any way we should think about what the limitation might be for accelerating reimaging in 2011?

Well, as we mentioned, and we are going to give you more details as we see more progress with the retail and reimage, but mainly our big stores. Not only we are going to reimage more stores next year, but we intend to build new stores.

Right now, we have several mega stores that are performing very, very well. We are in the middle of renewing our MAPCO credit facility.

We are probably going to finish that – we are hoping to finish that probably in the next six weeks. And once we complete that, part of our new credit facility will include the ability to build new stores and reimage existing stores.

If you look at it, our goal is within, call it, five years to have and these are rough numbers, we’ll come with exact numbers, but to have all our fleet or all the stores that are good candidates for being reimaged, and building anywhere between, call it, 10 to 20 stores on a yearly basis in the next five years. So a very aggressive program.

I don’t know if you look at the financials, but you can see that the debt at the MAPCO side went down dramatically while EBITDA went up, so we have a lot of room on to that credit facility.

Very good and it looks as though your focus is on organic rather than acquisitions in the retail sector. Could you comment on the relative comparison there?

Well, I wouldn’t say that our focus is only on organic. We are looking at opportunities in the marketplace, don’t be surprised if we’re looking into acquisitions on the retail side as well.

Very good. Thank you.

Thank you, Jeff.

Thanks, Jeff.

Good morning.

Morning, Jacques.

Just to follow up on Jeff’s question here on the retail segment. How scalable is this business, I mean what’s the end game as to how big the – we should expect the station count to get to?

Well, we would like to answer that in a different way, because we ask ourselves that question almost on a daily basis from a strategic standpoint. Number of stores doesn’t matter so much as much as we want to be a significant player in each market that we’re in.

Now, we saw in couple of markets that we’re in that the combination of mega stores and when I say mega stores, stores that sell 5 million gallons and sell inside $3 million with other stores, more traditional stores, with a ratio of, call it, 1:3, i.e., if you have, call it, 100 stores, 25 are mega stores and 75 are more traditional stores, that’s a good place to be. So, in terms of number of stores, I don’t know that we think about it in these terms.

If you ask me in terms of the ratio, it’s probably 1:4 or 1:3 traditional stores with mega stores and we probably think that we should be in 6, 7, right now we’re in 4 core markets. Within three years, we probably think that we need to be within 6 or 7 core markets with that ratio.

If this answers your question.

Sure. One question jumping over to the refining side, do any of the assets that are on the market now interest you?

Well, I wouldn’t comment about assets in the market right now. What I would comment though is that we definitely think that this is a good time to buy refining assets.

Okay, thank you.

Thank you, Jacques.

Hi guys, good morning. Question for you on the Lion refinery, since you’ve converted over to the cost method, we really don’t get a lot of detail on the P&L impact from that facility.

Can you just give us some color on how that’s been performing and whether it’s been profitable the last couple of quarters?

Well, we did that on purpose. We have confidentiality restrictions with couple of the other owners, if you will.

However, I would say that their performance is similar to the performance that you see in the marketplace. They basically follow the performance in the marketplace, but I’ll leave it to that.

Okay Uzi, thanks. And then a question back on the retail margin realization, very strong, and you mentioned some ethanol blending, could you give us some order of magnitude on the impact from the ethanol blending?

Well, it’s hard to say, but we – because some of the ethanol blending is being given back to the customers. But if you see the combination of high margin together with 5.2% increase in gallon sales that had a very positive impact on us.

I would say that what we did last year when ethanol prices were low compared to gasoline, we just locked the margin and we rode it or we’re still riding it during the year.

Okay. The last one for me, Uzi, I’m probably not going to get very far on this one, but on CapEx in 2011, you mentioned refining will be heading lower, retail probably higher, do you think just for kind of a ballpark estimate at this point is it safe to think that it should be around 2010 levels?

On the refining side, absolutely not. Refining side will be – we need to go to the board, but our initial thinking inside the company is not more that $20 million and most of it is to improve profitability.

No, I’m sorry. Uzi, I’m talking companywide?

I’m sorry?

I’m talking companywide CapEx. I realize refining will be headed lower, but you mentioned retail would be higher?

Yes. Well, it depends on by the end of the day an agreement with our credit facility, the new credit facility, but we are thinking, call it, with the reimage and building new stores and I said that we want to build anywhere between 10 to 20, we’re talking about $40 million on the retail side, $20 million on the refining, so around $60.

Okay, great. Thanks so much.

Hi, good afternoon guys.

Hi Ben.

Good morning, Ben.

I guess in retail, can you talk about the promotional levels that you have planned for Q4 and what you’re seeing from snack manufacturers in terms of price increases and if and how you could mitigate that margin pressure?

Percent.

16.4% same-store increase in the snack category. What we are doing is we are shifting more and more towards private label.

And our private label with the snack category is doing extremely well. So not only we are enjoying higher sales, but the margins are improving.

Now, we have high goals for next year with the private label and so far it looks like we are following our plan and doing pretty well on the snack category in particular.

So obviously the promotions are running extremely well. I guess, the intention is to continue running those promotions in the fourth quarter?

Well, as we introduce more and more products. First of all, we come with a very good price, very value proposition to the customers.

Now, as more and more customers realize that not only the price is good but the quality of the product is exceptionally well, that will enable us to go higher with the price. So I expect, to be honest, continuation of more and more products with higher margin.

Okay, great. And then just one quick one on the refinery, can you give some color or expectations on where you think utilization rates will be in the fourth quarter?

We usually don’t do that. I don’t think we should do it now.

Just leave it to that, usually we don’t give projections. Sorry about that.

Okay, that’s okay. I did miss though, early in the call, you discussed some sort of pipeline and impact to product sales in October.

Can you just go back over that please?

Yes, absolutely. What happened is that a third-party pipeline provider told us that they needed to provide maintenance or do maintenance in one of the pipelines that serve our refinery.

What we did is we used intermediate, some crude on hand and to mitigate that situation. The impact on the sales is market was pretty small, nothing major to report.

Great. Thank you very much.

Well, thank you, operator. I’d like to thank everybody for your kind questions as well as the interest with the company.

We’ll talk to you soon when we have something else to report. Thank you.

Bye.