Oil Refineries Announces Results for First Quarter 2010

By Oil Refineries Ltd, PRNE
Sunday, May 23, 2010

First Quarter 2010 Revenues Increase to $1,705 Million Compared to $984 Million in the First Quarter of 2009

HAIFA, Israel, May 24, 2010 -

    - Quantity refined increases to 2,133 tons compared to 1,967 in
    the same quarter of the previous year

    - Consolidated adjusted EBITDA at $33 million compared to $48
    million in the same quarter of the previous year

    - Consolidated loss of $3.5 million for the first quarter 2010
    compared with consolidated income of $75 million in the first quarter of
    2009

    - Acquisition of remaining shares of Haifa Basic Oils ("HBO") and
    Carmel Olefins ("CAOL") led to a decline in the reported net profit in
    the amount of about $12 million

    - Adjusted refining margin USD/bbl 3.2 compared to USD/bbl 3.5
    average Reuter's quoted Mediterranean Ural Cracking Margin

    - Last Twelve Months (LTM) adjusted refining margin for the year ending
    March 31, 2010 was at $4.5 per barrel, compared to $ 2.0 per barrel for
    Reuter's quoted Mediterranean Ural Cracking Margin

Oil Refineries Ltd. (TASE: ORL.TA) (hereinafter "the Company,"
"ORL"), Israel's largest oil refiner, announced today its financial results
for the first quarter 2010, ending March 31, 2010. Results are reported in US
Dollars and under International Financial Reporting Standards (IFRS).

    - During this period, which was characterized by high volatility
    and low refining margins, the Petrochemical sector contributed positively
    to Oil Refineries' results.

    - LTM adjusted refining margin for the year ending March 31, 2010
    was at $4.5 per barrel, compared to $ 2.0 per barrel for Reuter's quoted
    Mediterranean Ural Cracking Margin

    - Adjusted refining margin USD/bbl 3.2, compared to USD/bbl 3.5
    average Reuters' quoted Mediterranean Ural Cracking Margin.

    - Adjusted EBITDA in the Refining sector reaches $9 million in
    the first quarter of 2010 compared with $32 million in the first quarter
    of 2009.

    - EBITDA from Polymers reached $17 million in the first quarter
    of 2010 compared with $8 million in the corresponding quarter of the
    previous year. In actuality, the EBITDA in CAOL was $17 million for both
    quarters mentioned, wherein the difference is attributed mainly to the
    increase of the Company's stake in CAOL.

    - EBITDA from Aromatics reached $10 million in the first quarter
    of 2010 compared with $8 million in the corresponding quarter of the
    previous year.

    - EBITDA from Lube-Oils reached $3 million in the first quarter of 2010
    compared to a zero balance in the corresponding quarter of the previous
    year. The activities of Lube-Oils were first merged in 2010 with
    acquisition of shares in HBO.

Note: This quarter saw volatility in the price of crude oil
and its products, with crude oil ending the year at $78 per barrel, declining
to $70 per barrel in the course of the quarter, climbing to $80 per barrel by
the end of the first quarter 2010, and declining once more to $71 per barrel
at the time of publishing these first quarter results.

The first quarter 2010 also saw volatility in the product
prices produced by the Company, which are derived from crude oil produced and
sold by the company. Since there is no absolute correlation in the timing and
scope in the price differences of these products and that of world crude oil,
a significant volatility is caused in the refining margins.

As accepted by major leading international refiners and
marketers of oil and its products, the results are presented as reported as
well as net of the accounting provision for inventory gains or write offs, in
addition to buying and selling timing and derivative accounting methods under
IFRS. This is in order to enable a common base for comparison of the
Company's ongoing operations.

FIRST QUARTER 2010

Adjusted refining margin for Q1 2010 totaled USD/bbl 3.2,
compared with the average Mediterranean Ural Cracking Margin quoted by
Reuters of USD/bbl 3.5. Adjusted refining margin for Q1 2009 totaled USD/bbl
4.4 compared with the average margin of USD/bbl 3.4.

The utilization rate for Q1 2010 was at 89%, compared to 88.6%
for Q1 2009.

Reported consolidated EBITDA for Q1 2010 totaled $35 million
compared with $98 million in Q1 2009.

Adjusted consolidated EBITDA for Q1 2010 totaled $33 million
compared with $48 million in Q1 2009.

Financing expenses for Q1 2010 totaled $12 million, compared with
a financing income of $14 million in Q1 2009. The rise in financing expenses
is mainly attributed to a decline in the fair value of hedging instruments,
interest costs from short-term financing, a decline in the market value of
tradable securities, and a loan to the early retirement fund.

The consolidated loss for Q1 2010 totaled $3.5 million, compared
with a consolidated income of $75 million in Q1 2009.

PROGRESS OF THE STRATEGIC PLAN

Hydrocracker - In February 2010, the Company signed a binding
agreement with a consortium of financiers, led by Bank Hapoalim Ltd., in
which the consortium will offer financing of up to 600 million dollars to
fund part of the project.

In addition, following an approval by Congress, the US export
credit agency, the Export-Import Bank of the United States, approved the
provision of guarantees totaling about $300 million in conjunction with other
export credit agencies from Europe, for a loan that will be provided by a
foreign bank to the Company for the purpose of acquiring the necessary
equipment to establish the hydrocracker. Following the finalization of the
financing arrangements, the Company has embarked on full investments in
installing the facility.

CAOL and HBO Acquisition - After completing the acquisition of
shares in CAOL and HBO, the Company is acting for a rapid realization of the
consolidation benefits between the two companies and for the optimization of
the resulting operational synergies.

Mr. Yashar Ben Mordechai, CEO of Oil Refineries: Fluctuations in
the price of fuel oil during the first quarter of 2010 reduced the company's
refining margins in the short term. However, flexibility in ORL's facilities,
together with the increased integration of the petrochemicals sector and
completing a merger with CAOL, supported the company's results, despite the
reduction in refining margins. To these recent developments of the past year,
including facility upgrades and conversions, we will be adding the activation
of Phase 2 of the hydrocracker this June. We expect that its operation will
contribute to overall margins by increasing the production scale of diesel
fuel by about 1.5 - 2% per annum and, together with Phase 1, it will enhance
the capabilities of the company's diesel fuel production by about 3 - 4% in
total. ORL is at an advanced stage of consolidating CAOL into the Company.
With every phase of this process, additional operational synergies are
obtained, contributing to the capabilities and flexibility of the Company and
will increase the long-term profitability of ORL by executing general
operational optimization and optimal investment planning."

Mr. Ben Mordechai added: "ORL will take advantage of its
capabilities developed in recent years in creating new markets for its
products in order to achieve maximum value. These capabilities allow the
Company to reduce its exposure to troubled markets, as required. With the
establishment of the hydrocracker, which is expected to be operational in
mid-2012, the Company will be able to demonstrate the advantages and
flexibility of its facilities to its full effect, making the most of the
opportunities in global markets

Mr. Yossi Rosen, Chairman of the Board of Oil Refineries: "ORL
is aware of what is happening in the European market and the company's
management has been working to shift its products away from European markets
in favor of more profitable markets. The exposure of the fuel products and
aromatics in the European market is minimal and the Company is not expecting
a significant impact of the instability regarding the sales of these
products. It should be stressed, that despite the instability currently
prevailing in Europe, the Company's exposure to currency fluctuations is
negligible and has no effect on the Company's results. The implementation of
the long-term strategy of ORL demonstrates the company's ability to weather
the existing markets and volatility of the economic crisis, while yielding
good results over time. Accordingly, the $900 million financing plan for the
purpose of financing the hydrocracker, at the expected cost of $500 million
and the refinancing of the Company's debt, is going as planned.

This is the largest real investment plan implemented in the
Israeli market in the last year. The plan is intended for implementation of
the strategic plan and to assure the Company's other needs in the coming four
years as well as for the Company's long-term resilience.

Mr. Rosen further added: "Construction of the hydrocracker is
an important part of the Company's strategic plan and will convert Oil
Refineries into a unique refinery in the Eastern Mediterranean, integrating
the capabilities of its petrochemical industries with its refining capability
at a high level. The company thanks the government for its determination in
continuing its efforts regarding the connection of the natural gas pipeline
to the Haifa Bay. ORL's expected transition to the use of natural gas
constitutes an important facet of the Company's strategic implementation, in
order to enable construction of the hydrocracker, and ORL is ready, after
investing $45 million in preparations, for its integration.

Conference Call

The Company will also be hosting a conference call later today,
Monday, May 24th, 2010. On the call, management will present a presentation
reviewing the first quarter highlights and industry trends. The presentation
is available for download from the Company's website www.orl.co.il:
Investor Relations > Financial Reports.

To participate in the conference call, please call one of the
following teleconferencing numbers. Please begin placing your calls at least
10 minutes before the conference call commences. If you are unable to connect
using the toll-free numbers, please try the international number.

US Dial-in Numbers: 1-866-860-9642

UK Dial-in Number: 0-800-051-8913

Israel Dial-in Number: 03-918-0692

International Dial-in Number: +972-3-918-0692

at: 14:30 UK Time, 9:30 ET, 6:30 PT, 16:30 Israel time. A replay
of the call will be available after the call on the Company's website at
www.orl.co.il.

About Oil Refineries Ltd.

Oil Refineries Ltd. (ORL), located in the bay area of the city
of Haifa, operates Israel's largest oil refinery. ORL runs sophisticated and
state-of-the-art industrial facilities with a refining capacity of 9.8
million tons of crude oil per year and a Nelson Complexity Index of 7.4,
providing a variety of quality products used in industrial operation,
transportation, private consumption, agriculture and infrastructure. The
Company is also active in the area of Polymers and Aromatics through its
holdings in Carmel Olefins Ltd and Gadiv Petrochemical Industries Ltd. The
Company's shares are listed on the Tel Aviv Stock Exchange under the ticker
ORL. For additional information please visit www.orl.co.il.

The above noted in this release includes forward-looking
statements based on Company data, as well as Company plans and estimations
based on this data. The activity, results and other data may be substantially
different in reality given uncertainty and various risks, including those
discussed under risk factors in the Company's financial statements and
Director's reports.

    Condensed Consolidated Interim Statements of Financial Position
    USD thousands
                                         As at
                                         March 31,   March 31,   December
                                         2010            2009    31, 2009
                                        (Unaudited)              (Audited)

    Current assets
    Cash and cash equivalents                21,817    12,607    34,961
    Deposits                                 93,436    63,746    77,637
    Financial derivatives                         -    12,820         -
    Investments in financial assets at
    fair value through comprehensive
    income                                  110,162    95,427   107,034
    Trade receivables                       437,049   236,399   360,876
    Other receivables and debt balances     103,786    75,049    62,495
    Inventory                             1,203,044   717,370 1,016,453
    Current tax assets                        5,164    39,734     3,957
    Total current assets                  1,974,458 1,253,152 1,663,413

    Non-current assets
    Investments in equity-accounted
    Investees                                13,785    35,725    13,673
    Investments in available-for-sale
    financial assets                         17,535         -    10,909
    Loan to Haifa Early Pensions Ltd.        71,302    71,117    76,053
    Long term loans and debit balances        3,806     2,522     3,951
    Financial derivatives                   143,892    26,921   120,671
    Employee benefit plan assets             10,462     4,619     9,993
    Property, plant and equipment         1,893,458 1,119,015 1,891,659
    Deferred expenses, net                    1,360       322     1,366
    Intangible assets, net                   89,126    22,239    93,187

    Total non-current assets              2,244,726 1,282,480 2,221,462

    Total assets                          4,219,184 2,535,632 3,884,875
    Condensed Consolidated Interim Statements of Financial Position

    USD thousands
                                               As at
                                             March 31,    March 31, December
                                                 2010         2009  31, 2009
                                           (Unaudited)              (Audited)

    Current liabilities
    Loans and borrowings                      845,259      476,544   603,685
    Trade payables                            647,342      326,382   542,025
    Other payables and credit balances        140,964       67,319   105,903
    Financial derivatives                      35,622        1,384    28,051
    Provisions                                 11,514       12,185    11,582
    Dividend declared                          75,000            -         -
    Total current liabilities               1,755,701      883,814 1,291,246

    Non-current liabilities
    Debentures                                853,695      649,655   853,205
    Bank loans                                324,216      210,799   358,310
    Liabilities for finance lease               8,858        7,656     8,768
    Other long-term liabilities                14,739        7,306    15,973
    Financial derivatives                       9,198        8,339     3,111
    Employee benefits                          64,358       54,616    63,871
    Deferred tax liabilities                  126,854       91,209   138,464
    Total non-current liabilities           1,401,918    1,029,580 1,441,702

    Total liabilities                       3,157,619    1,913,394 2,732,948

    Capital

    Non-controlling interests                       -            -    17,183

    Share capital                             586,390      472,478   586,390
    Share premium                             100,242            -   100,242
    Reserves                                   40,851       16,564    35,571
    Retained earnings                         334,082      133,196   412,541
    Total equity attributed to              1,061,565      622,238 1,134,744
    shareholders of the Company

    Total capital                           1,061,565      622,238 1,151,927

    Total liabilities and capital           4,219,184    2,535,632 3,884,875
    Condensed Consolidated Interim Statements of Comprehensive Income

    USD thousands

                                         Three months period ended Year ended

                                            March 31,    March 31,   December
                                            2010         2009        31, 2009
                                           (Unaudited)             (Audited)

    Revenue                                   1,704,771    984,358 5,141,480

    Cost of sales, refinery and services      1,664,497    880,977 4,850,744
    Revaluation of open positions in
    derivatives on prices of goods and
    margins, net                                  4,644      1,245    38,606
    Total cost of sales                       1,669,141    882,222 4,889,350

    Gross profit                                 35,630    102,136   252,130

    Selling expenses                            (19,617)    (8,773)  (44,509)
    General and administrative expenses         (20,218)   (13,121)  (57,794)
    Negative goodwill arising on a business
    combination                                       -          -   137,000
    Profit from revaluation of a prior
    holding due to increase in control                -          -    77,561
    Loss from the loss of material impact
    in a former equity-accounted investee,
    net of tax                                        -          -    (7,091)

    Operating profit (loss)                      (4,205)    80,242   357,297

    Finance income                               29,583     58,772    61,223
    Finance expenses                            (41,690)   (44,407)  (86,866)
    Finance income (expenses), net              (12,107)    14,365   (25,643)

    Company's share in profits of
    equity-accounted investees (net of tax)         179      4,591     4,892

    Profit (loss) before taxes on income        (16,133)    99,198   336,546

    Tax benefits (taxes on income)               12,546    (24,607)   12,698

    Profit (loss) for the period                 (3,587)    74,591   349,244

The following tables present selected information compared to the
corresponding period last year (USD Millions)

                                                 Petrochemicals
                     Refining        Trade       Polymers      

                   2010     2009  2010  2009     2010 2009   

    Revenue        1,233     784    67    58      261   84
    Inter-company
    operations       246      86     -     -        -    -
    Total sales    1,479     870    67    58      261   84  

    Cost of sales  1,454     778    68    57      127   50
    Inter-company
    operations        11       9     -     -      114   27
    Total cost of
    sales          1,465     787    68    57      241   77  

    Gross profit
    (loss)            14      83   (1)     1       20    7     

    Selling,
    general and
    administrative
    expenses          13      11     2     1       14    4
    Inter-company
    operations         -       -     -     -        1    1
                      13      11     2     1       15    5     

    Segment
    operating
    profit (loss)      1      72   (3)     -        5    2     

    Amortization
    of the excess
    cost arising
    from
    acquisition of
    investees
    Operating
    profit (loss)                                              

    Finance income
    (expenses)
    Share in
    profits of
    investees, net
    of tax
    Profit (loss)
    before taxes
    on income
    Tax benefits
    (income tax)
    Net profit
    (loss)                                                     
    (continued)
                                           Adjustments to
                       Aromatics Oils      consolidated      Consolidated
                                           Three months ended
                                           March 31,
                       2010 2009 2010    2009    2010   2009   2010    2009

    Revenue             127   58   17       -       -      -  1,705     984
    Inter-company
    operations           11    9    -       -    (257)   (95)     -       -
    Total sales         138   67   17       -    (257)   (95) 1,705     984

    Cost of sales         5   (3)   3       -       -      -  1,657     882
    Inter-company
    operations          117   58   11       -    (253)   (94)     -       -
    Total cost of
    sales               122   55   14       -    (253)   (94) 1,657     882

    Gross profit
    (loss)               16   12    3       -      (4)    (1)    48     102

    Selling, general
    and administrative
    expenses              8    6    -       -       -      -     37      22
    Inter-company
    operations            -    -    -       -      (1)    (1)     -       -
                          8    6    -       -      (1)    (1)    37      22

    Segment operating
    profit (loss)         8    6    3       -      (3)     -     11      80

    Amortization of
    the excess cost
    arising from
    acquisition of
    investees                                                   (15)      -
    Operating profit
    (loss)                                                       (4)    (80)

    Finance income
    (expenses)                                                  (12)    (14)
    Share in profits
    of investees, net
    of tax                                                        -       5
    Profit (loss)
    before taxes on
    income                                                      (16)     99
    Tax benefits
    (income tax)                                                 12     (24)
    Net profit (loss)                                            (4)     75
    Company Contact:
    Rony Solonicof
    Chief Economist and Head of IR
    Tel. +972-4-878-8152
    Contact IREn@orl.co.il

    Investor Relations Contact:
    Ehud Helft / Porat Saar
    CCG Israel
    Tel. (US) +1-646-233-2161 / (Int.)
    +972-52-776-3687
    info@ccgisrael.com

Company Contact: Rony Solonicof, Chief Economist and Head of IR, Tel. +972-4-878-8152, Contact IREn at orl.co.il; Investor Relations Contact: Ehud Helft / Porat Saar, CCG Israel, Tel. (US) +1-646-233-2161 / (Int.), +972-52-776-3687, info at ccgisrael.com

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