Oil Refineries Announces Results for Fourth Quarter and Full Year 2009

By Oil Refineries Ltd., PRNE
Saturday, March 20, 2010

Net Income totals $349 million

HAIFA, Israel, March 21, 2010 -

    - Reported consolidated operating income of $357 million in
      2009 compared with an operating loss of $152 million in 2008
    - Reported consolidated EBITDA of $232 million in 2009 compared
      with a loss of $92 million in 2008
    - Adjusted refining margin USD/bbl 4.9, compared to USD/bbl 1.9
      average 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
fourth quarter and full year of 2009, ending December 31, 2009. Results are
reported in US Dollars and under International Financial Reporting Standards
(IFRS).

    - Adjusted refining margin USD/bbl 4.9, compared to USD/bbl 1.9
      average Reuters' quoted Mediterranean Ural Cracking Margin
    - Reported consolidated EBITDA of $232 million in 2009 compared
      with a loss of $92 million in 2008
    - Reported consolidated operating income of $357 million in 2009
      compared with an operating loss of $152 million in 2008. Reported
      consolidated 2009 EBITDA includes income from revaluation of Company's
      holdings in Carmel Olefins (CAOL) and Haifa Basic Oils (HBO) of $77
      million, and from negative goodwill created in the acquisition of 50% of
      the shares of Israel Petrochemicals (IPE) in CAOL of $137 million, and a
      loss of $7 million from the loss of material influence in IPE.

Note: 2009 saw significant volatility in the price of crude oil and its
products, with crude oil beginning the year at $36 per barrel, climbing to
$78 per barrel at the year's end.

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.

YEAR END RESULTS 2009

Adjusted refining margin for 2009 totaled USD/bbl 4.9 (USD/ton 36),
compared with the average Mediterranean Ural Cracking Margin quoted by
Reuters of USD/bbl 1.9 (USD/ton 13.9). Adjusted refining margin for 2008
totaled USD/bbl 5.7 (USD/ton 41.4) compared with the average margin of
USD/bbl 5.5.

During 2009, there was significant volatility in prices of crude oil and
its products. Crude oil prices began the year at $36 per barrel, rising to
$78 per barrel at the end of 2009. On the financial statement approval date,
crude oil stood at $79 per barrel.

During this period, there were also price increases in fuels produced
from the crude oil and sold by the Company. The absence of full correlation
between the dates and amounts of the changes in product prices and the dates
and volumes of the change in crude oil prices, results in volatility in the
refining margins.

Concurrently, there was a decrease in the refining margins in 2009, due
mainly to speculative demand in the crude oil market as a result of the
crisis in the financial markets, which pushed up oil prices and which were
not accompanied by a corresponding increase in prices of crude oil products.

Facility utilization in 2009 was 82% compared with 92% in 2008. The
decrease in utilization was due mainly to the periodic turnaround and upgrade
of Crude Unit 4 during June and July.

Reported consolidated EBITDA for 2009 totaled $232 million, compared with
a loss of $92 million in 2008.

Adjusted EBITDA of the refining and trade segments totaled $120 million,
compared with $192 million in 2008.

Financing expenses totaled $26 million, compared with $61 million in
2008. Most of the decrease stemmed from the decrease in interest and in the
average amount of loans and debentures.

Consolidated net income for 2009 was $349 million, compared with a net
loss of $109 million in 2008.

    Key Developments in 2009

    - Finalization of $900 million financing program to continue
      carrying out the Company's strategic plan and meet its other needs for
      four years.
    - Construction began on the Hydrocracker at a cost of $500 million.
    - Increasing refining flexibility of Crude Unit 4 - the project was
      completed and activated in July 2009. The upgrade enables the refining
      of a very wide range of regional crudes, and it will be possible to
      better utilize opportunities of favorable margins.
    - Conversion of HVGO desulphurization plant into a mild
      hydrocracker - underway. Stage 1 was activated at the end of Q2 of 2009
      and Stage 2 is expected to be completed in Q2 of 2010. Activation of
      Stage 1 generates added value by increasing gasoil yield on crude by 2%.
      Stage 2 is expected to yield a similar increase in capacity.
    - Execution of the agreement to acquire the remaining shares in
      CAOL and closing of the merger between ORL and CAOL.
    - Carried out various projects in the areas of the environment as
      well as the reliability, safety and security of the facilities, totaling
      approximately $39 million. Total investments in environmental projects
      thus far have amounted to $104 million.

FOURTH QUARTER 2009 RESULTS

Adjusted refining margin for Q4 2009 totaled USD/bbl 4.9 (USD/ton 36.2),
compared with the average Mediterranean Ural Cracking Margin quoted by
Reuters of USD/bbl 1.3 (USD/ton 13.9). Adjusted refining margin for Q4 2008
totaled USD/bbl 5.5 (USD/ton 40.3) compared with the average margin of
USD/bbl 5.3.

Reported consolidated operating income totaled $190 million in Q4 2009,
compared with a loss of $317 million in Q4 2008.

Adjusted EBITDA of the refining and trade segments totaled $120 million,
compared with $192 million in 2008.

Financing expenses totaled $26 million in the fourth quarter, compared
with $56 million in Q4 2008.

Other income totaled $214 million in the fourth quarter of 2009, compared
with $0 in 2008. The increase was due to this year's revenue from revaluation
of Company's holdings in CAOL and HBO of $77 million and to negative goodwill
created in the acquisition of 50% of IPE's shares in CAOL of $137 million.

Consolidated net income for Q4 2009 was $182 million, compared with a net
loss of $182 million in Q4 2008 - due mainly to one-off revenues.

Mr. Yashar Ben Mordechai, CEO of Oil Refineries: "Oil Refineries closes
2009 presenting consistently higher refining margins than the average
Mediterranean Ural Cracking Margin quoted by Reuters, even though this year
there was strong volatility in the prices of crude oil and its products. The
planning and implementation of a long range of measures that we recently
announced in our strategic plan, enabled ORL to present favorable results,
neutralize the effects of fluctuations over time and assure the Company's
profitability throughout the year. The recent measures we adopted, including
the conversion and upgrade of facilities, contributed greatly to the
flexibility and increased value added of the Company's facilities which,
combined with the completion of the merger of our facilities at the end of
2009, provide ORL with the strength and status of leadership in the Eastern
Mediterranean."

Mr. Ben Mordechai added: "The acquisition of CAOL enables us to
immediately leverage synergies through the optimization of all our operations
including optimal long-term investment planning. The unique integration of
our fuels industry with the aromatic and polymer industries, offers us a
leading position in the competitive landscape. This optimization, together
with the construction of the hydrocracker, which is expected to be
operational in mid-2012, will enable ORL to maximize the advantage and
flexibility of its facilities and to take maximum advantage of the
opportunities created by the real economic recovery".

Mr. Yossi Rosen, Chairman of the Board of Oil Refineries: "During 2009,
Oil Refineries demonstrated its ability to operate in a highly volatile
market, standing strong in both its flexibility and response time in all
areas of purchasing, trade and manufacturing optimization. Despite the
difficult economic conditions in the market this past year, the Company still
managed to present profitability and growth. In light of the company's
performance, a dividend in the amount of approximately $75 million will be
distributed. In its preparations for the future, the Company approved a $900
million
financing plan for the investment in the hydrocracker, at a projected
cost of $500 million, as well as refinancing the Company's debt. This is the
largest real investment plan implemented in the Israeli economy this year.
The plan is intended for implementation of the strategic plan and to assure
the Company's other needs in the coming four years. Construction of the
hydrocracker, together with completion of the merger of CAOL into ORL, will
convert Oil Refineries into a unique refinery in the Eastern Mediterranean,
integrating the capabilities of its petrochemical industries with its
refining capability.

Mr. Rosen further added: "The financing of these investments was approved
by experienced bodies which examined the Company as well as its long term,
growth-driven, strategic plans. This approved financing plan enjoys full
backing of ORL's shareholders, the Israel Corporation and Israel
Petrochemical Enterprises. ORL's expected transition to the use of natural
gas constitutes an important facet of the plan's implementation, in order to
enable construction of the hydrocracker, and ORL is ready, after investing
$45 million in preparations for its integration. We thank the Prime Minister
and the Director-General of his Office for their actions in bringing about
the end of the delays in connection of the natural gas pipeline to the Haifa
Bay.

    Additional Announcements:

    The Company has also made the following announcements:

    1. The BOD's decision to appoint Mr. Eran Schwartz and Mr.
       Arie Ovadia as directors in the BOD of the Company. For the updated
       list of the current Company's directors, view the Company's website,
       www.orl.co.il, under "Investor Relations," "About Us," "Board
       of Directors."
    2. A detailed announcement with regard to the dividend.
    3. The BOD's decision to grant CEO Yashar Ben Mordechai a
       bonus.
    4. The convening of the annual and special general meeting on
       April 26 2010, with regard to the following subjects
          a. Reappointment of KPMG as the auditors of the Company until
             the next general meeting and authorizing the BOD to determine
             their fees.
          b. Reappointment of all the directors to the company: Mr.
             Yossi Rosen, Chairman of the Board, Mr. David Federman, Vice
             Chairman of the Board, Mr. Arie Silberberg, Mr. Ori Slonim,
             Prof. Arie Ovadia, Mr. Avisar Paz, Mr. Ran Croll, Ms. Nehama
             Ronen and Mr. Eran Schwartz, except for serving external
             directors (Prof.Yachin Cohen and Dr. Dafna Schwartz).
          c. Re-appointment of external directors who serve on the
             Board: Prof. Yachin Cohen and Dr. Dafna Schwartz.
          d. The approval of a special compensation for a director who
             serves as chairman of a Sector's Council, who is not related to
             the controlling shareholder of the Company, is not an independent
             nor external director, and is not employed by the Company.
          e. The granting of payment to Chairman of the Board, Mr Yossi
             Rosen.
          f. Bonus payment to Mr. David Federman, Vice Chairman of the
             Board and (indirectly) part of the controlling shareholders.
          g. Discussion of the financial reports of the Company's Board
             of Directors report for the year ended 31/12/2009, including
             the auditor's fee, included therewith.

    5. The forecasted liabilities schedule.

Convenience translation of the announcement of items 2 to 5, above, will
be available on the Company's website, under "Investors Relations" from March
25th, 2010
.

Conference Call

The Company will also be hosting a conference call tomorrow, March 22,
2010
, at 13:00 GMT, 9:00 EDT, 6:00 PDT and 15:00 Israeli Time.

On the call, management will present a presentation reviewing the fourth
quarter and full year 2009 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:                     1-888-668-9141
    UK Dial-in Number:                      +44-0-800-917-5108
    Israel Dial-in Number:                  +972-3-918-0644
    International Dial-in Number:           +972-3-918-0644

at: 13:00 GMT, 9:00 EDT, 6:00 PDT, 15:00 Israel time. A replay of the
call will be available after the call on the Company's website at
www.orl.co.il.

The conference call will be accompanied by a presentation available for
download from the Company's website, www.orl.co.il, under investor
relations on March 22, 2010.

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.

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

                                                             December 31
                                                          2009         2008

    Current assets
    Cash and cash equivalents                           34,961       14,840
    Deposits                                            77,637       25,000
    Financial derivatives                                    -       15,374
    Investments in other financial assets at fair
     value through comprehensive income                107,034      101,509
    Trade receivables                                  360,876      253,215
    Other receivables and debt balances                 62,495       82,642
    Inventory                                        1,016,453      569,407
    Current tax assets                                   3,957       42,047
                                                          ----        -----
    Total current assets                             1,663,413    1,104,034

    Non-current assets
    Investments in equity-accounted investees           13,673       36,005
    Investments in available-for-sale financial
     assets                                             10,909            -
    Loan to Haifa Early Pensions Ltd.                   76,053       84,740
    Long term loans and debit balances                   3,951        2,606
    Financial derivatives                              120,671       64,369
    Employee benefit plan assets                         9,993        5,007
    Property, plant and equipment                    1,889,763    1,083,446
    Deferred expenses, net                               3,262        2,322
    Intangible assets, net                              93,187       22,848
                                                        ------       ------
    Total non-current assets                         2,221,462    1,301,343
                                                      --------     --------
    Total assets                                     3,884,875    2,405,377
                                                      ========     ========
                   Consolidated Statements of Financial Position
                                  USD thousands

                                                             December 31
                                                          2009         2008

    Current liabilities
    Loans and borrowings                               603,685      380,339
    Trade payables                                     542,025      270,594
    Other payables and credit balances                 105,903       70,971
    Financial derivatives                               28,051        1,853
    Provisions                                          11,582       12,949
                                                         -----        -----
    Total current liabilities                        1,291,246      736,706

    Non-current liabilities
    Debentures                                         853,205      726,554
    Bank loans                                         358,310      233,749
    Liabilities for finance lease                        8,768        8,448
    Other long-term liabilities                         15,973        7,394
    Financial derivatives                                3,111        6,900
    Employee benefits                                   63,871       67,930
    Deferred tax liabilities                           138,464       65,827
                                                        ------        -----
    Total non-current liabilities                    1,441,702    1,116,802
                                                      --------     --------
    Total liabilities                                2,732,948    1,853,508
                                                      --------     --------

    Equity

    Non-controlling interests                           17,183            -
                                                         -----          ---

    Share capital                                      586,390      472,478
    Share premium                                      100,242            -
    Reserves                                            35,571       20,953
    Retained earnings                                  412,541       58,438
                                                        ------        -----
    Total equity attributed to equity holders of the
     Company                                         1,134,744      551,869
                                                     ---------      -------

    Total equity                                     1,151,927      551,869
                                                      --------       ------

    Total liabilities and equity                     3,884,875    2,405,377
                                                      ========     ========
                  Consolidated Statements of Comprehensive Income
                                    USD thousands

                                               Year ended December 31
                                            2009        2008        2007

    Revenue                            5,141,480   8,257,458   5,234,483

    Cost of sales, refinery and
     services                          4,850,744   8,324,149   4,816,511
    Revaluation of open positions in
     derivatives on prices of goods
     and margins, net                     38,606      (7,465)     13,626
                                          ------      ------      ------
    Total cost of sales                4,889,350   8,316,684   4,830,137

    Gross profit (loss)                  252,130     (59,226)    404,346

    Selling expenses                     (44,509)    (40,582)    (35,010)
    General and administrative
     expenses                            (57,794)    (67,061)    (59,360)
    Negative goodwill created in a
     business combination                137,000      14,535           -
    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                   (7,091)          -           -
    Privatization grant                        -           -     (28,360)

                                             ---          --     -------
    Operating profit (loss)              357,297    (152,334)    281,616

    Financing income                      61,223      64,979      12,361
    Financing expenses                   (86,866)   (126,034)   (114,284)
                                         -------    --------    --------
    Financing expenses, net              (25,643)    (61,055)   (101,923)
    Company's share in profits
     (losses) of equity-accounted
     investees (net of tax)                4,892      (3,111)      6,913
                                           -----      ------       -----
    Profit (loss) before taxes on
     income                              336,546    (216,500)    186,606
                                         -------    --------     -------
    Tax benefits (taxes on income)        12,698     107,292     (44,937)
                                           -----     -------     -------
    Profit (loss) for the period         349,244    (109,208)    141,669
                                          ======    ========      ======
    The following tables present selected information compared to last year    

                                                     Petrochemicals

                       Refining       Trade       Polymers     Aromatics
                                                  Year ended December 31
                     2009   2008   2009   2008  2009   2008   2009   2008 

    Revenue         3,859  6,939    506    356   414    475    362    487
    Inter-
     company
     operations       468    680     40    -27     -      -     40     57
                      ---    ---    ---    ---   ---    ---    ---    ---
    Total sales     4,327  7,619    546    383   414    475    402    544

    Cost of
     sales          4,116  7,629    549    370   210    256     14     61
    Inter-
     company
     operations        40     57      -      -   169    255    333    449
                      ---    ---    ---    ---   ---    ---    ---    ---
    Total cost
     of sales       4,156  7,686    549    370   379    511    347    510

    Gross
     profit
     (loss)           171    (66)    (3)    13    35    (36)    55     34 

    Selling,
     general
     and
     administrative
     expenses          47     54      4      2    25     30     26     26
    Inter-
     company
     operations         -      -      -      -     2      -      2      -
                      ---    ---    ---    ---   ---    ---    ---    ---
    Operating
     profit
     (loss) for
     segments         124  (120)     (7)    11     8    (66)    27      8 

    Negative
     goodwill
     arising on
     acquisition
    Profit from
     revaluation
     of
     investees
    Loss from
     the loss
     of
     material
     impact in
     a former
     equity-
     accounted
     investee 

    Operating
     profit   

    Financing
     expenses,
     net
    Share in
     the profit
     (loss) of
     investees 

    Profit
     (loss)
     before
     taxes on
     income
    Tax
     benefits 

    Profit
     (loss) for
     the period
                      Adjustments
                           to
                      consolidated Consolidated

                      2009   2008   2009   2008

    Revenue              -      -   5,141  8,258
    Inter-
     company
     operations       (548)  (764)      -      -
                      ----   ----     ---    ---
    Total sales       (548)  (764)  5,141  8,258

    Cost of
     sales               -      -   4,889  8,316
    Inter-
     company
     operations       (542)  (761)      -      -
                      ----   ----     ---    ---
    Total cost
     of sales         (542)  (761)  4,889  8,316

    Gross
     profit
     (loss)             (6)    (3)   252    (58)

    Selling,
     general
     and
     administrative
     expenses            -     (4)   102    108
    Inter-
     company
     operations         (4)     -      -      -
                      ----    ---    ---    ---
    Operating
     profit
     (loss) for
     segments           (2)     1    150   (166)

    Negative
     goodwill
     arising on
     acquisition                     137     14
    Profit from
     revaluation
     of
     investees                        77      -
    Loss from
     the loss
     of
     material
     impact in
     a former
     equity-
     accounted
     investee                         (7)     -
                                     ---    ---
    Operating
     profit                          357   (152)

    Financing
     expenses,
     net                             (26)   (61)
    Share in
     the profit
     (loss) of
     investees                         5     (3)
                                     ---    ---
    Profit
     (loss)
     before
     taxes on
     income                          336   (216)
    Tax
     benefits                         13    107
                                     ---    ---
    Profit
     (loss) for
     the period                      349   (109)
                                     ===   ====

Rony Solonicof, Chief Economist and Head of Investor Relations of Oil Refineries Ltd., +972-4-878-8152, IREn at orl.co.il; or Investor Relations, Ehud Helft / Porat Saar, US, +1-646-233-2161, Int., +972-52-776-3687, info at ccgisrael.com, both of CCG Israel

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