Oil Refineries Announces Results for Third Quarter 2010

By Oil Refineries Ltd, PRNE
Saturday, November 20, 2010

HAIFA, Israel, November 21, 2010 -

    - Consolidated Adjusted EBITDA for the First Nine Months of 2010 at $161
      Million Compared With $150 Million for the First Nine Months of 2009

    - Third Quarter Quantity Refined Totaled 2,314 Tons With 94.5%
      Utilization Rate Compared With 1.765 Tons and 76.5% Utilization Rate
      in the Same Period of the Previous Year

Oil Refineries Ltd. (TASE: ORL.TA) (hereinafter "the Company," "ORL"),
Israel's largest integrated refining and petrochemical group, announced
today its financial results for the third quarter 2010, ending September
30, 2010
. Results are reported in US Dollars ($) and under International
Financial Reporting Standards (IFRS).

    - First nine months adjusted refining margin at $/bbl 3.1, compared with
      $/bbl 2.9 average Reuter's quoted Mediterranean Ural Cracking Margin
      for the same period. Third quarter 2010 adjusted refining margin at
      $/bbl 1.7, the same as $/bbl 1.7 average Reuter's quoted Mediterranean
      Ural Cracking Margin.

    - First nine months EBITDA from Petrochemicals segment totaled $124
      million compared with $54 million in the same period of the previous
      year. Third quarter EBITDA from Petrochemicals segment totaled $47
      million compared with $22 million in the same quarter of the previous
      year. In 2009 50% of CAOL's results were consolidated with ORL's
      annual reports. HBO was not consolidated at all in 2009.

    - First nine months adjusted EBITDA in the Refining and Trade segment
      totaled $42 million compared with $96 million in the same period of the
      previous year. Third quarter consolidated adjusted EBITDA in the
      Refining and Trade segment totaled $4 million compared with $57
      million in the same quarter of the previous year.

Note: This period saw volatility in the price of crude oil and
its products, with crude oil prices in April rising to levels not seen since
the end of 2008 when Brent crude oil was trading at a price of $85/barrel.
The rise in oil prices was supported by the expectation of strong growth and
demand of future crude oil contracts, which are also used as an investment
instrument. In May this year, with the development of the debt crisis in the
euro zone and the decline in the financial markets, crude oil prices were
pushed down sharply to about $68/barrel. Prices rose again in the third
quarter, reaching $81/barrel by the end of the quarter. Meanwhile, the global
demand for crude oil has increased, reaching 87 million barrels a day with an
increase in demand also coming from developed countries (OECD) for the first
time since 2004.

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 NINE MONTHS 2010 ($ millions)

                          Operating Profit              EBITDA
                         Q1-Q3/10 Q1-Q3/09      Q1-Q3/10       Q1-Q3/09
    Refining Segment        24       64            55             96
    Adjusted
    Trade Segment          (13)       -           (13)             -
    Petrochemicals          57        8            91             28
    Segment - Polymers
    Petrochemicals          20       21            24             26
    Segment - Aromatics
    Petrochemicals           8        -             9              -
    Segment - Lube-Oils

The utilization rate for the first nine months of 2010 was at
93.6%, compared with 81.7% for same period in 2009. Quantity refined totaled
6,803 tons compared with 5,536 tons in the same period of the previous year.
Output in petrochemicals segment for the first nine months of 2010 was as
follows: Polymers, approximately 543 thousand tons; Aromatics, approximately
387 thousand tons; Lube-Oils, approximately 51 thousand tons.

Adjusted refining margin for the first nine months totaled $/bbl
3.1, compared with the average Mediterranean Ural Cracking Margin quoted by
Reuters of $/bbl 2.9. Adjusted refining margin for the first nine months 2009
totaled $/bbl 4.9 compared with the average Mediterranean Ural Cracking
margin of $/bbl 2.1.

Adjusted consolidated EBITDA for the first nine months totaled
$161 million compared with $150 million in the same period of the previous
year.

Financing expenses for the first nine months totaled $28 million,
compared with a financing income of $8 million in the same period of the
previous year.

The consolidated net income for the first nine months totaled $53
million
, compared with a net income of $167 million in the same period of the
previous year.

KEY DEVELOPMENTS

    - Following the completion of the acquisition of Carmel Olefins
      (CAOL) shares, the Company has consolidated the headquarters and
      operational activities of CAOL with ORL and is pursuing a rapid
      achievement of the merger benefits between the companies.

    - In June, the company activated the second and final stage of
      converting the HVGO desulphurization plant. Activation of Stage 2 is
      expected to increase the Company's production of diesel fuel by an
      additional 3-4%.

    - Significant progress was made during the period in completing
      the connection of the natural gas pipeline to the Company's
      facilities. This project, which is expected to be completed by the
      end of 2010, will enable all of the Company's facilities to run on
      natural gas and is expected to yield operational efficiencies.

    - In order to leverage potential synergies, the company decided to invest
      about $45 million for the production of polymers using existing raw
      materials already available in the refinery. The expected return of
      this investment is estimated at $ 30 million per year. Likewise, the
      Company decided also to invest $60 million for expanding the
      production capacity of propylene, which is expected to yield a return
      of about $50 million a year.

    - As part of the company's strategic plan, carried out various projects
      in the areas of the environment as well as the reliability, safety and
      security of the facilities, totaling approximately $117 million, since
      the initiation of the strategic plan.

    - The company recently completed a financing agreement designated to
      provide for the credit needs of the company until the end of 2012. The
      financing agreement was signed between the Company and a consortium of
      financing bodies led by Bank Hapoalim (totaling up to $600 million) and
      an American financial institution, with financing guaranteed by the
      U.S. Export Credit Agency (totaling up to $300 million). The Company
      has drawn $200 million of this credit towards the end of the first
      nine months 2010 period for investments.

THIRD QUARTER 2010 ($ millions)

                         Operating Profit              EBITDA
                         Q3/10    Q3/09         Q3/10           Q3/09
    Refining Segment      (3)      48             8              60
    Adjusted
    Trade Segment         (4)      (3)           (4)             (3)
    Petrochemicals        27        8            37              14
    Segment - Polymers
    Petrochemicals         7        6             8               8
    Segment - Aromatics
    Petrochemicals         2        -             2               -
    Segment - Lube-Oils

Adjusted refining margin for Q3 2010 totaled $/bbl 1.7, which was
the same as the average Mediterranean Ural Cracking Margin quoted by Reuters
of $/bbl 1.7. Adjusted refining margin for Q3 2009 totaled $/bbl 8.1 compared
with the average Mediterranean Ural Cracking Margin of $/bbl 1.6.

Consolidated adjusted EBITDA for Q3 2010 totaled $49 million,
compared with $80 million in Q3 2009.

Financing expenses for Q3 2010 totaled $20 million, compared with
financing expenses of $17 million in Q3 2009.

The consolidated net income for Q3 2010 totaled $25 million,
compared with a net income of $100 million in Q3 2009.

Mr. Yashar Ben Mordechai, CEO of Oil Refineries: "The Company's
financial results during the first nine months and third quarter 2010
indicate the tremendous benefit and synergies of having three business
segments under one roof. Despite the weakness in the fuel markets, there is
an impressive strengthening of the petrochemical markets, particularly in the
area of polymers. Moreover, we are beginning, following the reported period,
to see signs of stronger refining margins in the Mediterranean basin. The
Company is continuing to invest in its core business and has added two new
investments, the first of which is $45 million investment in using existing
raw materials already available in the refinery for increasing the efficiency
of polymer production. The expected return of this investment is estimated at
about $30 million per year. Likewise, the Company decided also to invest $60
million
for expanding the propylene production capacity, which is expected to
yield a return of about $50 million a year. The completion of the
hydrocracker and the transition to the use of natural gas will enable the
Company to become one of the strongest and most competitive refining and
petrochemical company in the Mediterranean basin.

Mr. Ben Mordechai added: "In addition to our activities in
strengthening the Company, we are investing great resources in improving our
environmental track record. The transition to natural gas, along with other
activities, will make ORL one of the more environmentally responsible oil
refinery and petrochemical company in Western Europe. The completion of the
hydrocracker will allow us to begin the production and sale of vastly
improved diesel fuel which will result in decreased pollutant emissions from
vehicles throughout the country. This process is compatible with company
policies, which is to continually strive to improve the fuel quality it
produces. ORL is also currently completing the turnaround and upgrade of its
facilities so that it can continue working at maximum utilization for the
next five years, having extended the time in between renovations from four to
five years."

Mr. Yossi Rosen, Chairman of the Board of Oil Refineries: "ORL
once again demonstrates its ability to defuse risk by leveraging the
flexibility and diversity of its refining abilities to produce products, as
needed. Upon completion of the Company's acquisition of CAOL, ORL merged the
two companies' headquarters, operations and sales team, creating a management
system that efficiently leveraged the advantages of the integration and added
value. During the first nine months of 2010, much progress was made in the
construction of the natural gas pipeline, which is expected to be completed
at the end of 2010. Transitioning to the use of natural gas as a power source
for the Company's facilities will give rise to further operational
efficiencies.

Mr. Rosen added: "The Company has completed a number of
facility upgrades which have significantly contributed to higher utilization
rates and refining capacity, as well as increased EBITDA for first nine
months as compared with the same period last year, despite the lower refining
margins. The Company will continue to advance its strategic plan and progress
with its establishment of the hydrocracker."

Conference Call

The Company will also be hosting a conference call later today,
Monday, November 22nd, 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: 1-888-281-1167

UK Dial-in Number: 0-800-917-5108

Israel Dial-in Number: 03-918-0664

International Dial-in Number: +972-3-918-0664

at: 15:00 UK Time, 10:00 ET, 7:00 PT, 17:00 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 integrated refining and petrochemical
group. It is one of the leading refineries in the Eastern Mediterranean area
and integrates, on-site, petrochemical businesses. 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's petrochemical sector produces Polymers (through its ownership of
Carmel Olefins Ltd), Aromatics (through its ownership of Gadiv Petrochemical
Industries Ltd), and Lube-Oils (through its ownership of Haifa Basic Oils
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 Statement of Financial Position

USD thousands

                                               September 30,   December 31
                                               2010      2009         2009
                                             (Unaudited)         (Audited)
    Current assets
    Cash and cash equivalents                31,342     7,468       34,961
    Deposits                                 84,846    77,247       77,637
    Trade receivables                       501,637   312,088      360,876
    Other receivables and debt balances      73,518    79,491       62,495
    Financial derivatives                         -       522            -
    Investments in financial assets at fair 102,957   108,588      107,034
    value through comprehensive income
    Inventory                             1,190,655   868,216    1,016,453
    Current tax assets                          807    46,530        3,957
    Total current assets                  1,985,762 1,500,150    1,663,413

    Non-current assets
    Investments in equity-accounted
    investees                                16,580    35,844       13,673
    Investments in available-for-sale        11,165    10,510       10,909
    financial assets
    Loan to Haifa Early Pensions Ltd.        74,142    73,126       76,053
    Long term loans and debit balances        3,701     2,965        3,951
    Financial derivatives                   196,052   112,975      120,671
    Employee benefit plan assets             10,536     5,877        9,993
    Property, plant and equipment         1,936,241 1,163,691    1,891,659(*)
    Deferred costs                            9,154       310        1,366(*)
    Intangible assets                        82,204    22,689       93,187

    Total non-current assets              2,339,775 1,427,987    2,221,462

    Total assets                          4,325,537 2,928,137    3,884,875

(*) Reclassified, see Note 3 (A)

The accompanying notes are an integral part of the financial statements.

         Condensed Consolidated Interim Statement of Financial Position

    USD thousands

                                                September 30, December 31,
                                               2010      2009         2009
                                            (Unaudited)         (Audited)
    Current liabilities
    Loans and borrowings                    760,178   488,394      603,685
    Trade payables                          673,699   427,229      542,025
    Other payables and credit balances      118,225    81,997      105,903
    Current tax liability                    23,828         -            -
    Financial derivatives                    27,585    26,954       28,051
    Provisions                               11,507    14,385       11,582
    Total current liabilities             1,615,022 1,038,959    1,291,246

    Non-current liabilities
    Bank loans                              501,807   272,074      358,310
    Debentures                              869,816   736,253      853,205
    Liabilities for finance lease             9,187     8,816        8,768
    Other long-term liabilities (**)              -     7,581       15,973
    Financial derivatives                    19,872     5,558        3,111
    Employee benefits                        59,201    50,967       63,871
    Deferred tax liabilities                132,058    66,664      138,464
    Total non-current liabilities         1,591,941 1,147,913    1,441,702

    Total liabilities                     3,206,963 2,186,872    2,732,948

    Capital

    Non-controlling interests (*)                 -         -       17,183

    Share capital                           586,390   472,478      586,390
    Share premium                           100,242         -      100,242
    Reserves                                 41,103    34,919       35,571
    Retained earnings                       390,839   233,868      412,541
    Total equity attributed to
    shareholders                          1,118,574   741,265    1,134,744
    of the Company

    Total capital                         1,118,574   741,265    1,151,927

    Total liabilities and capital         4,325,537 2,928,137    3,884,875

(*) See Note 8(C).

(**) See Note 8(Q)

The accompanying notes are an integral part of the financial statements.

        Condensed Consolidated Interim Statement of Comprehensive Income

    USD thousands

                      Nine months ended    Three months ended    Year ended
                    September September   September September     December
                    30, 2010  30, 2009    30, 2010  3 0, 2009     31, 2009
                         (Unaudited)          (Unaudited)         (Audited)

    Revenue        5,294,531 3,647,109    1,711,721 1,454,708    5,141,480

    Cost of sales,
    refinery and
    services       5,098,379 3,353,522(*) 1,606,693 1,339,789(*) 4,842,805(*)
    Revaluation of
    open positions in
    derivatives on
    prices of goods
    and margins, net (3,216)    39,395       34,816    (8,468)      38,606
    Total cost of
    sales          5,095,163 3,392,917    1,641,509 1,331,321    4,881,411

    Gross profit     199,368   254,192       70,212   123,387      260,069

    Selling and
    marketing
    expenses        (80,117)  (54,357)(*)  (24,243)  (19,907)(*)  (74,067)(*)
    General and
    administrative
    expenses        (45,721)  (25,991)(*)  (11,304)   (9,789)(*)  (36,175)(*)
    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)            -         -      (7,091)
    Operating profit  73,530   166,753       34,665    93,691      357,297

    Finance income    87,632    62,390       28,355    18,119       61,223
    Finance
    expenses       (115,894)  (70,275)     (48,178)  (34,477)     (86,866)
    Financing
    expenses, net   (28,262)   (7,885)     (19,823)  (16,358)     (25,643)

    Company's share in
    profits of equity
    accounted
    investees, net of
    tax                  600     4,711          258       873        4,892

    Profit before
    income tax        45,868   163,579       15,100    78,206      336,546

    Tax benefit        7,322     3,149        9,406    21,912       12,698

    Profit for the
    period            53,190   166,728       24,506   100,118      349,244

    Items of other
    comprehensive
    income (loss)
    Actuarial gains
    from a defined
    benefit plan, net
    of tax               108     8,702          212     2,023        4,859
    Foreign exchange
    translation
    differences        (176)       168          642       195           77
    Group's share in
    other
    comprehensive
    income of an
    equity-accounted
    investee               -    10,433            -         -       10,433
    Effective share of
    the change in fair
    value of cash flow
    hedging            4,995         -        4,995         -            -
    Change in fair
    value of
    available-for-sale
    financial assets,
    net of tax           210     1,777        1,669       954        2,270

    Other
    comprehensive
    income for the
    period, net of tax 5,137    21,080        7,518     3,172       17,639

    Comprehensive
    income for the
    period:           58,327   187,808       32,024   103,290      366,883

    Earnings per share
    (dollar)
    Basic and diluted
    earnings per
    ordinary share     0.022     0.083        0.010     0.050        0.175

(*) Reclassified, for details see Note 2(D) below

The accompanying notes are an integral part of the financial statements.

                        Results of the Group's operations

    The following table presents selected information of the Group for the
    nine months period

                                               Petrochemicals
                       Refining    Trade     Polymers  Aromatics
                                           Nine months ended September 30
                      2010  2009 2010 2009    2010 2009 2010 2009

    Revenue          3,950 2,683  130  422     772  289  383  253
    Inter-company
    operations         735   324    -   29       -    -   31   30
    Total sales      4,685 3,007  130  451     772  289  414  283

    Cost of sales    4,570 2,789  139  449     321  146   27    9
    Inter-company
    operations          31    30    -    -     351  116  343  234
    Total cost of
    sales            4,601 2,819  139  449     672  262  370  243

    Gross profit
    (loss)              84   188  (9)    2     100   27   44   40

    Selling, general
    and
    administrative
    expenses            49    43    4    2      41   17   23   18
    Inter-company
    operations           -     -    -    -       2    2    1    1
                        49    43    4    2      43   19   24   19

    Operating profit
    (loss) for
    segments            35   145 (13)    -      57    8   20   21

    Loss from loss
    of material
    impact in an
    equity-accounted
    investee

    Amortization of
    the excess cost
    arising from
    acquisition of
    investees
    Operating profit

    Financing
    expenses, net
    Share in profits
    (losses) of
    investees, net
    of tax
    Profit before
    income tax
    Income tax
    Profit for the
    period

(continued)

                                  Petrochemicals
                                 Adjustments to
                        Oils      consolidated    Consolidated
                          Nine months ended September 30
                     2010 2009     2010   2009      2010  2009
                       59    -        -      -     5,294 3,647
    Revenue             -    -    (766)  (383)         -     -
    Inter-company
    operations         59    -    (766)  (383)     5,294 3,647
    Total sales
                       17    -        -      -     5,074 3,393
    Cost of sales      33    -    (758)  (380)         -     -
    Inter-company
    operations         50    -    (758)  (380)     5,074 3,393
    Total cost of
    sales
                        9    -      (8)    (3)       220   254
    Gross profit
    (loss)
                        1    -        -      -       118    80
    Selling, general
    and
    administrative
    expenses            -    -      (3)    (3)         -     -
    Inter-company
    operations          1    -      (3)    (3)       118    80

                        8    -      (5)      -       102   174
    Operating profit
    (loss) for
    segments
                                                       -   (7)
    Loss from loss
    of material
    impact in an
    equity-accounted
    investee
                                                    (29)     -
    Amortization of
    the excess cost
    arising from
    acquisition of
    investees                                         73   167
    Operating profit
                                                    (28)   (8)
    Financing
    expenses, net                                      1     5
    Share in profits
    (losses) of
    investees, net
    of tax                                            46   164
    Profit before
    income tax                                         7     3
    Income tax                                        53   167
    Profit for the
    period

The following tables present selected information of the Group for the
three months period

                                                   Petrochemicals
                         Refining         Trade    Polymers  Aromatics
                            Three months ended September 30
                       2010    2009    2010  2009  2010 2009 2010 2009
    Revenue           1,305   1,042      34   192   237  113  116  107
    Inter-company
    operations          248     135       -    11     -    -    8   11
    Total sales       1,553   1,177      34   203   237  113  124  118

    Cost of sales     1,518   1,071      38   205    72   48    5    7
    Inter-company
    operations            8      11       -     -   127   49   106  98
    Total cost of
    sales             1,526   1,082      38   205   199   97   111 105

    Gross profit
    (loss)               27      95     (4)   (2)    38   16    13  13

    Selling,
    general and
    administrative
    expenses             15      14       -     1    10    7     6   7
    Inter-company
    operations            -       -       -     -     1    1     -   -
                         15      14       -     1    11    8     6   7

    Operating
    profit (loss)
    for segments         12      81     (4)   (3)    27    8     7   6

    Amortization
    of the excess
    cost arising
    from
    acquisition of
    investees

    Operating
    profit (loss)

    Finance income
    (expenses),
    net
    Share in
    losses of
    investees, net
    of tax
    Profit (loss)
    before taxes
    on income
    Tax benefits
    (income tax)
    Net profit
    (loss) for the
    period

(continued)

                      Oils   Adjustments to  Consolidated
                             consolidated
                        Three months ended September 30
                   2010 2009  2010    2009    2010   2009
                     20    -     -       -   1,712  1,454
    Revenue           -    - (256)   (157)       -      -
    Inter-company
    operations       20    - (256)   (157)   1,712  1,454
    Total sales
                      5    -     -       -   1,638  1,331
    Cost of sales    12    - (253)   (158)       -      -
    Inter-company
    operations       17    - (253)   (158)   1,638  1,331
    Total cost of
    sales
                      3    -   (3)       1      74    123
    Gross profit
    (loss)
                      1    -     -       -      32     29
    Selling,
    general and
    administrative
    expenses          -    -   (1)     (1)       -      -
    Inter-company
    operations        1    -   (1)     (1)      32     29

                      2    -   (2)       2      42     94
    Operating
    profit (loss)
    for segments

                                               (7)      -
    Amortization
    of the excess
    cost arising
    from
    acquisition of
    investees
                                                35     94
    Operating
    profit (loss)
                                              (20)   (17)
    Finance income
    (expenses),
    net                                          -      1
    Share in
    losses of
    investees, net
    of tax                                      15     78
    Profit (loss)
    before taxes
    on income                                   10     22
    Tax benefits
    (income tax)                                25    100
    Net profit
    (loss) for the
    period
    Company Contact:
    Rony Solonicof
    Chief Economist and Head of IR
    Tel. +972-4-878-8320
    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. +972-4-878-8320, 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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