petroplus 2q10 results report

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Petroplus Financial Report – Hal-Year 2010For the six and three months ended June 30, 2010



Forward-Looking Statements

Certain portions o this document contain orward-looking statements that reect our current judgment regarding conditions we expect to existand the course o action we expect to take in the uture. Even though we believe our expectations regarding uture events are based on reason-able assumptions, orward-looking statements are not guarantees o u ture perormance. In some cases, these orward-looking statements canbe identifed by the use o orward-looking terminology, including the words “aims”, “believes”, “estimates”, “anticipates”, “expects”, “intends”,“may”, “will”, “plans”, “continue” or “should” in each case, their negative or other variations or comparable terminology or by discussions o strat-egies, plans, objectives, targets, goals, uture events or intentions. These orward-looking statements include all matters that are not historicalacts. Our assumptions rely on our operational analysis and expectations or the operating perormance o our assets based on their historicaloperating perormance, management expectations as described in this report and historical costs associated with the operations o those as-sets. Factors beyond our control could cause our actual results to vary materially rom our expectations and are discussed in “Outlook” andelsewhere in this document. Any prospective fnancial inormation included in this document is not act and should not be relied upon as beingnecessarily indicative o uture results, and you are cautioned not to place undue reliance on this p rospective fnancial inormation. We undertakeno obligation to update any orward-looking statements contained in this document as a result o new inormation, uture events or subsequentdevelopments, or otherwise.

Financial Highlights

For the six months endedJune 30,

For the three months endedJune 30,

Selected Operating Data 2010 2009 1) 2010 2009 1)

Revenue in millions o USD 9,889.4 6,602.1 4,915.9 3,631.4

Gross margin in millions o USD 575.7 842.1 252.3 539.6

Net (loss)/income rom continuing operations in millions o USD (145.3) 202.7 (118.9) 199.1

Net (loss)/income in millions o USD (156.5) 193.7 (119.1) 205.0

Basic earnings per share 2) in USD (1.76) 2.59 (1.30) 2.74

Diluted earnings per share 2) in USD (1.76) 2.53 (1.30) 2.59

Selected Financial Position Data June 30, 2010 December 31, 2009

Cash and short-term deposits in millions o USD 175.0 11.2

Total assets in millions o USD 6,933.3 6,678.3

Total fnancial debt in millions o USD 1,687.8 1,833.4

Total equity in millions o USD 1,968.3 1,988.0

Selected Share Data June 30, 2010 December 31, 2009

(ISIN: CH0027752242; Symbol: PPHN)

Issued shares at period end Number 95,194,557 86,325,289

Nominal value in CHF 7.58 7.58

Share price at period end in CHF 16.01 19.03

Market capitalization at period end in millions o CHF 1,524 1,643

1) The 2009 fnancials have been re-presented to reect the impact o discontinued operations related to the Teesside Facility and the Antwerp ProcessingFacility.

2) The comparative earnings per share have been restated to retroactively reect the discount provided to shareholders in the September 2009 rights issue.

As the rights issue was o ered at a discount (CHF 16.90) to market value (CHF 26.70) the weighted average number o sha res outstanding was adjusted inaccordance with IAS 33 Earnings per Share. The adjustment resulted in an increase in the weighted average shares outstanding, both basic and diluted, o approximately 8 %.



26 I Condensed Consolidated Statement o Comprehensive

Income or the six and three months ended June 30, 2010

27 I Condensed Consolidated Statement o Financial Position at

June 30, 2010

28 I Condensed Consolidated Statement o Cash Flows or

the six months ended June 30, 2010

29 I Condensed Consolidated Statement o Changes in Equity or


30 I Notes to the Condensed Consolidated Financial Statements

36 I Review Report o the Auditor

Petroplus Holdings AG | Content | 1

Operating and Financial Review

2 I Management Discussion and Analysis o the Financial

Condition and the Results o Operations

Interim Financial Statements

Condensed Consolidated FinancialStatements o Petroplus Holdings AG



2 | Petroplus Holdings AG | Operating and Financial Review

Operating and Financial Review

Management Discussion and Analysis o the Financial Condition and the Results o Operations

Activities in the First Hal-Year 2010

Disposal o the Antwerp Processing Facility

On October 23, 2009, the Company, through certain o its

subsidiaries, entered into a defnitive agreement with Eurotank

Belgium B.V., a wholly-owned subsidiary o Vitol Tank Ter-

minals International B.V., part o the Vitol Group o companies,

or the sale o its Antwerp Processing Facility. The sale was

completed on January 12, 2010. The cash proceeds received

were USD 55.0 million.

Acquisition o Delaware City Renery Assets by

Investment Vehicle PBF

On June 1, 2010, the Company’s investment vehicle, PBF

Energy Company LLC (“PBF”), completed its purchase o the

Delaware City Refnery in De laware City, Delaware rom Valero

Energy Corporation. On May 28, 2010, the Company contrib-

uted USD 76.4 million to PBF. Major maintenance work at the

refnery will begin in the third quarter 2010 and PBF plans to

restart the refner y in the frst hal o 2011. The terminal assetswill continue to operate through this period. The Company ex-

pects to contribute an additional USD 48.6 million to PBF in

2010 and early 2011 in connection with PBF’s acquisition o

the Delaware City Refnery.

Capital Increase

During May 2010, the Company completed a private place-

ment whereby the Company issued 8.65 million new regis-

tered shares rom existing authorized capital. The shares were

sold at a price o CHF 17.50. The frst trading day o the new

shares was May 7, 2010. The gross proceeds amounted to

USD 136.4 million excluding estimated share issue costs o

approximately USD 5.6 million. The proceeds will be used to

und the Company’s portion o PBF’s acquisition o the Dela-

ware City Refnery and uture investments in PBF.

The ollowing discussion and analysis is derived rom, and

should be read in conjunction with, the Petroplus Holdings AG

Interim Financial Statements and the related notes to those

fnancial statements included elsewhere in this Hal-Year Re-

port. The ollowing discussion o our fnancial condition and

results o operations contains orward-looking statements

that are based on assumptions about uture business devel-

opments. As a result o many actors, including the risks set

orth under the caption “Risks Relating to Our Business and

Our Industry” in our 2009 Annual Report and e lsewhere in this

Hal-Year Report, our actual results may dier materially rom

those anticipated by these orward-looking statements.

Company Overview

Petroplus Holdings AG, together with its subsidiaries, (“Petro-

plus”, the “Company”, the “Group”, “we”, “our”, or “us”) is

the largest independent refner and wholesaler o petroleum

products in Europe. The Company is ocused on refning andcurrently owns and operates six refneries across Europe:

The Coryton Refnery on the Thames Estuary in the United

Kingdom, the Belgium Refning Corporation Refnery (“BRC”)

in Antwerp, Belgium, the Petit Couronne Refnery in Petit

Couronne, France, the Ingolstadt Refnery in Ingolstadt, Ger-

many, the Reichstett Refnery near Strasbourg, France, and

the Cressier Refnery in the canton o Neuchâtel, Switzerland.

The six refneries have a combined throughput capacity o ap-

proximately 752,000 barrels per day (“bpd”). The Company

also owns the Teesside Facility in Teesside, United Kingdom.

The Company sells refned petroleum products on an un-

branded basis to distributors and end customers, primarily in

the United Kingdom, Germany, France, Switzerland, and the

Benelux countries, as well as on the spot market.

Change in Executive Management

New Chie Financial Ocer

On June 15, 2010 Petroplus announced that Joseph D. Wat-

son has been appointed as the Company’s new Chie Finan-

cial Ofcer (“CFO”). Eective September 1, 2010, Mr. Watsonwill carry out his role as CFO rom the Company’s headquar-

ters in Zug, Switzerland. He succeeds Karyn F. Ovelmen who

resigned e ective August 31, 2010.



Petroplus Holdings AG | Operating and Financial Review | 3

Factors Aecting Operating Results

Overview

The Company’s earnings and cash ows rom operations are

primarily aected by the relationship between refned product

prices and the prices or crude oil and other eedstocks. The

cost to acquire crude oil and other eedstocks and the price

o refned petroleum products ultimately sold depends on

numerous actors beyond our control, including the supply o,

and demand or, crude oil, gasoline, diesel and other refned

petroleum products, which, in turn, depend on, among other

actors, changes in global and regional economies, weather

conditions, global and regional political aairs, production

levels, the availability o imports, the marketing o competitive

uels, pipeline capacity and availability, prevailing exchange

rates and the extent o government regulation. Our revenue

and operating income uctuate signifcantly with movements

in refned petroleum product prices; our materials costs uc-

tuate signifcantly with movements in crude oil prices; and our

other operating expenses uctuate with movements in the

price o energy to meet the power needs o our refneries.

In addition, the eect o changes in crude oil prices on our

operating results is inuenced by how the prices o refnedproducts adjust to reect such changes.

Crude oil and other eedstock costs and the prices o refned

petroleum products have historically been subject to wide

uctuations. Expansion and upgrading o existing acilities

and installation o additional refnery distillation or conversion

capacity, price volatility, international political and economic

developments and other actors beyond our control are likely

to continue to play an important role in refning industry eco-

nomics. These actors can impact, among other things, the

level o inventories in the market, resulting in price volatility

and a reduction or increase in product margins. Moreover, the

industry typically experiences seasonal uctuations in de-

mand or refned petroleum products, such as or gasoline

and diesel during the summer driving season and or home

heating oil during the winter.

Benchmark Rening Margins

In assessing our operating perormance, we compare the

refning margins (revenue less materials cost) o each o our

refneries against a specifc benchmark industry refning

margin based on a crack spread. Benchmark refning margins

take into account both crude and refned petroleum productprices. When these prices are combined in a ormula, they

provide a single value – a gross margin per barrel – that, when

multiplied by a throughput number, provides an approxima-

tion o the gross margin generated by refning activities.

As the perormance o our refneries does not closely ollow

any o the currently published industry benchmark refning

margins, we have created benchmark refnery margins, based

upon publicly available pricing inormation, or each o our re-

fneries that more closely reect each o our refneries’ actual

perormance. The benchmark refning margins or the six

refneries we operated during the frst hal o 2010 are set orth

in the ollowing table:

Coryton Refnery 5/2/2/1 fve Dated Brent/two gasoline/

two ULSD/one 3.5 % uel oil

BRC Refnery 6/1/2/2/1 six Dated Brent/one gasoline/

two gasoil/two VGO/

one 3.5 % uel oil

Petit Couronne and Reich-

stett refneries 4/1/2/1

our Dated Brent/one gasoline/

two ULSD/one 3.5 % uel oil

Ingolstadt Refnery

10/1/3/5/1

ten Dated Brent/one naphtha/

three gasoline/fve ULSD/

one 3.5 % uel oil

Cressier Refnery 7/2/4/1 seven Dated Brent/two gasoline/

our gasoil/one 1 % uel oil

Each o the benchmark refning margins or our refneries asshown on page 7 is expressed in USD per barrel and serves

as proxy or the per barrel margin that a Dated Brent crude oil

refnery situated in northwest Europe would earn assuming

it sold the benchmark production or the relevant refnery

margin.

While the benchmark refnery margins presented in the table

above are representative o the results o our refneries, each

refnery’s realized gross margin on a per barrel basis will dier

rom the benchmark due to a variety o actors aecting the

perormance o the relevant refnery to its corresponding

benchmark. These actors include the refnery’s actual type o

crude oil throughput, product yield dierentials and any other

actors not reected in the benchmark refning margins, such

as transportation costs, uel consumed during production and

any product premiums or discounts, as well as inventory uc-

tuations, timing o crude oil and other eedstock purchases, a

rising or declining crude and product pr icing environment and

commodity price management activities.

The ollowing table sets orth historical benchmark crude and

refned petroleum product pricing inormation used in calculat-

ing each o our refneries’ benchmark refning margins:




Commodity Price Management

The nature o our business requires us to maintain a substan-

tial investment in petroleum inventories. Since petroleum eed-

stocks and products are global commodities, we have no

control over the changing market value o these inventories.

To supply our refneries with crude oil on a timely basis, we

enter into purchase contracts that fx the price o crude oil rom

one to several weeks in advance o receiving and processing

that crude oil. In addition, as part o our marketing activities

we may enter into fxed price contracts or sales o our refnedpetroleum products in advance o producing and delivering

the products. Prior to delivery o the crude oil and sale o the

related refned petroleum products, the market value o the

For the six months

ended June 30,

(in USD per barrel) 2010 2009

Crude Oil 1)

Dated Brent 77.71 52.22

Products Dierential to

Dated Brent 1)

Naphtha 0.83 (3.10)

95 RON gasoline 9.97 7.54

ULSD 11.50 11.15

Gasoil 9.50 8.21

VGO 1.01 (2.32)

1 % Fuel Oil (5.07) (7.94)

3.5 % Fuel Oil (8.39) (8.81)

For the three monthsended June 30,

(in USD per barrel) 2010 2009

Crude Oil 1)

Dated Brent 78.63 59.28

Products Dierential to

Dated Brent 1)

Naphtha (1.01) (4.10)

95 RON gasoline 9.49 10.84

ULSD 13.28 8.60

Gasoil 11.02 5.89

VGO (1.80) (1.01)

1 % Fuel Oil (6.01) (7.40)

3.5 % Fuel Oil (10.02) (8.65)

Source: Bloomberg1)

Average o daily prices or trading days during the relevant period.

crude oil and products may change as prices related to the

fxed purchase and sale commitments rise and all.

Over the last twelve months, on average, we have held ap-

proximately 22 million barrels o crude and product inventory

on hand. This level uctuates on a daily basis, depending on

timing o crude purchases and product sales, operations and

optimization o crude and product pricing. We are exposed

to the uctuation in crude and product pricing on the inven-

tory we hold. Currently, we primarily use a commodity price

management program to manage the uctuation associated

with commodity pricing on a defned volume o inventory.

Under this program we enter into commodity Intercontinental

Exchange (“ICE”) utures contracts and counterpart y swaps to

lock in the price o certain commodities.

Most derivative transactions are not designated as eective

hedges, thereore any gains or losses arising rom changes

in the air value o these instruments are recorded in our Con-

densed Consolidated Statement o Comprehensive Income

in the line item “Materials cost”. Our derivative contracts are

classifed as derivative instruments and are recorded in our

Condensed Consolidated Statement o Financial Position atair market value. The Company currently does not enter into

material derivative fnancial instruments or speculative transac-

tions and does not hedge the Group refning margin. This strat-

egy is continually reviewed and adapted or current economic

and market conditions.

As noted above, our refneries’ results will dier rom the

reerence benchmarks due to our hedging or commodity pr ice

management activities.

Foreign Currency Fluctuation Management

The unctional currency o the Company is the USD as our

fnancing activities and materials cost are mainly incurred in

USD. We are still exposed to the uctuation in the USD versus

the Swiss Franc (“CHF”), Euro (“EUR”) and the British Pound

(“GBP”) as our local marketing sales, while driven by the USD,

are invoiced in local currencies, and a portion o our local cap-

ital expenditures, operating and personnel costs are incurred

in local currencies. We are also exposed to oreign currency

risk because certain o our assets and liabilities are denomi-

nated in currencies other than USD. To manage certain oreign

currency risk associated with non-USD sales, assets and

liabilities, we enter into both swaps and orward derivative

contracts. As we have not currently designated our derivative

fnancial instruments as eective hedges, any gains or loss-

es arising rom changes in the air value o these instruments




are recorded in our Condensed Consolidated Statement o

Comprehensive Income. The Company does not use deriva-

tive contracts to manage uctuations on personnel and oper-

ating costs.

Credit Risk Management

Credit risk reers to the risk that a counterparty will deault

on its contractual obligations resulting in fnancial loss to the

Company. The Company’s exposure to credit risk is repre-

sented by the carrying amount o cash and receivables that are

presented in the Condensed Consolidated Statement o

Financial Position, including derivatives with positive market

values. To minimize credit risk, all customers are subject to

credit verifcation procedures and extensions o credit above

defned thresholds are subject to an approval process. We also

maintain relationships with several dierent banks in order to

minimize our concentration o risk. The Company’s intention is

to grant trade credit only to recognized creditworthy third par-

ties. In addition, receivable balances are continuously moni-

tored. The Company also limits the risk o bad debts by ob-

taining bank securities such as guarantees or letters o credit

and credit insurance.

Other Factors

Our operating cost structure is also important to our proftabil-

ity. Major operating costs include costs relating to employees

and contract labor, energy, maintenance and environmental

compliance. The predominant variable costs are energy relat-

ed, in particular, the price o electricity, natural gas and chem-

icals. In addition, operating costs will vary with movements in

oreign currency.

Operating results are also aected by saety, reliability and

the environmental perormance o our refnery operations.

Unplanned downtime o our refnery assets generally results in

lost margin opportunity and increased maintenance expense.

The fnancial impact o planned downtime, such as major turn-

around maintenance, is managed through a planning process

that considers such things as, but not limited to, the margin en-

vironment, the availability o resources to perorm the needed

maintenance and eedstock logistics.




Results o Operations

The ollowing table provides inormation rom the Condensed Consolidated Statement o Comprehensive Income o Petroplus

Holdings AG:

Financial Income Data

For the six months

ended June 30,

For the three months

ended June 30,

(in millions o USD, except per sha re data) 2010 2009 1) 2010 2009 1)

Revenue 9,889.4 6,602.1 4,915.9 3,631.4

Materials cost (9,313.7) (5,760.0) (4,663.6) (3,091.8)

Gross margin 575.7 842.1 252.3 539.6

Personnel expenses (175.4) (162.7) (88.3) (85.5)

Operating expenses (204.1) (229.6) (98.9) (115.0)

Depreciation and amortization (167.2) (127.7) (87.7) (67.9)

Other administrative expenses (22.0) (32.2) (11.2) (17.3)

Operating prot/(loss) 7.0 289.9 (33.8) 253.9

Financial expense, net (94.3) (72.0) (43.6) (34.6)

Foreign currency exchange (loss)/gain (3.7) 4.8 (1.1) 2.4

Share o loss rom associates (3.8) (1.0) (3.0) (0.5)

(Loss)/income beore income taxes (94.8) 221.7 (81.5) 221.2

Income tax expense (50.5) (19.0) (37.4) (22.1)

Net (loss)/income rom continuing operations (145.3) 202.7 (118.9) 199.1(Loss)/income rom discontinued operations, net o tax (11.2) (9.0) (0.2) 5.9

Net (loss)/income (156.5) 193.7 (119.1) 205.0

Net (loss)/income available to shareholders (in USD) 2)

Basic earnings per share (1.76) 2.59 (1.30) 2.74

Diluted earnings per share (1.76) 2.53 (1.30) 2.59

Weighted average shares outstanding (in million shares) 2)

Basic 89.1 74.8 91.8 74.8

Diluted 89.1 81.8 91.8 81.7

1) The 2009 fnancials have been re-presented to reect the impact o discontinued operations related to the Teesside Facility and the AntwerpProcessing Facility.

2) The comparative earnings per share have been restated to retroactively reect the discount provided to shareholders in the September 2009 rightsissue. As the rights i ssue was oered at a discount (CHF 16.90) to market value (CHF 26.70) the weighted average number o shares outstanding wasadjusted in accordance with IAS 33 Earnings per Share. The adjustment resulted in an increase in the weighted average shares outstanding, bothbasic and dil uted, o approximately 8 %.




Market Indicators

The ollowing table provides the average price o Dated Brent and benchmark indicators by refnery or the six and three months

ended June 30, 2010 and 2009 (in USD per barrel):

Benchmark Indicators

The ollowing table provides benchmark refning margin indicators by refnery or each quarter since April 1, 2009 (in USD per

barrel):

Market Indicators

For the six monthsended June 30,

For the three monthsended June 30,

(in USD per barrel) 2010 2009 2010 2009

Dated Brent 77.71 52.22 78.63 59.28

Benchmark refning margins:

5/2/2/1 Coryton 6.91 5.71 7.10 6.05

6/1/2/2/1 BRC 3.77 1.75 2.99 1.99

4/1/2/1 Petit Couronne 6.15 5.26 6.51 4.85

10/1/3/5/1 Ingolstadt 7.99 6.65 8.38 6.28

4/1/2/1 Reichstett 6.15 5.26 6.51 4.85

7/2/4/1 Cressier 7.55 5.71 8.15 5.41

Benchmark Indicators

$ 10.00

$ 18.00

$ 16.00

$ 14.00

$ 12.00

Coryton BRC Petit Couronne Ingolstadt Reichstett Cressier

Q2 Q3 Q4 Q1 Q2

09 10

Q2 Q3 Q4 Q1 Q2

09 10

Q2 Q3 Q4 Q1 Q2

09 10

Q2 Q3 Q4 Q1 Q2

09 10

Q2 Q3 Q4 Q1 Q2

09 10

Q2 Q3 Q4 Q1 Q2

09 10




For the six months ended June 30, 2010

(in thousands o bpd, except as noted) Coryton BRC Petit Couronne

Throughput

Crude Unit Throughput

Light sweet 149.5 82 % – – 51.4 39 %

Medium sweet – – – – 2.1 2 %

Light sour 2.6 1 % – – 3.7 3 %

Medium sour – – 57.9 80 % 60.9 47 %

Heavy sour – – 7.5 10 % 3.3 2 %

Total Crude Unit Throughput 152.1 83 % 65.4 90 % 121.4 93 %

Other throughput 30.2 17 % 7.6 10 % 8.5 7 %

Total Throughput 182.3 100 % 73.0 100 % 129.9 100 %

Production

Light Products

Gasoline 72.4 40 % 7.4 10 % 24.2 19 %

Diesels and gasoils 63.9 35 % 48.0 66 % 46.8 36 %

Jet uel 21.8 12 % – – 11.1 9 %

Petrochemicals 3.1 2 % – – 7.0 5 %

Naphtha – – 0.2 0 % 7.7 6 %

LPG 2.9 1 % 3.8 5 % 9.2 7 %

Total Light Products 164.1 90 % 59.4 81 % 106.0 82 %Fuel oil/Bitumen 13.8 8 % 11.1 16 % 18.7 14 %

Solid by-products/uel consumed in process/uel loss 1) 9.1 5 % 3.0 4 % 6.4 5 %

Total Production 187.0 103 % 73.5 101 % 131.1 101 %

1) The uel consumed in-process is a percentage o the total crude, eedstock and gasoline/diesel blending additives used by each refnery.

Petroplus Throughput or the First Hal o 2010

Sweet: 48 %

Other

throughput: 10 %

Light sour: 17 %

Mediumsour: 23 %

Heavy sour: 2 %




Ingolstadt Reichstett Cressier Total

1.9 2 % 25.5 44 % 22.6 51 % 250.9 43 %

15.6 17 % 3.2 6 % 6.4 15 % 27.3 5 %

69.1 72 % 9.5 16 % 12.4 28 % 97.3 17 %

– – 13.6 23 % 0.4 1 % 132.8 23 %

3.0 3 % 0.7 1 % – – 14.5 2 %

89.6 94 % 52.5 90 % 41.8 95 % 522.8 90 %

6.1 6 % 5.6 10 % 2.2 5 % 60.2 10 %

95.7 100 % 58.1 100 % 44.0 100 % 583.0 100 %

29.6 31 % 13.8 24 % 11.7 27 % 159.1 27 %

43.6 45 % 27.8 48 % 20.5 46 % 250.6 43 %

1.8 2 % 0.1 0 % 1.3 3 % 36.1 6 %

1.5 2 % – – 0.4 1 % 12.0 2 %

5.3 5 % 5.4 9 % – – 18.6 3 %

9.4 10 % 3.9 7 % 2.5 6 % 31.7 6 %

91.2 95 % 51.0 88 % 36.4 83 % 508.1 87 %3.6 4 % 5.6 10 % 5.8 13 % 58.6 10 %

4.8 5 % 2.6 4 % 1.9 4 % 27.8 5 %

99.6 104 % 59.2 102 % 44.1 100 % 594.5 102 %

Petroplus Production or the First Hal o 2010

Gasoline: 27 %

LPG: 6 %

Solid by-products: 5 %

MiddleDistillates: 49 %

Fuel oil/ Bitumen: 10 %

Naphtha/ Petrochem: 5 %




For the six months ended June 30, 2009


Throughput


Light sweet 121.5 71 % 0.5 1 % 36.2 34 %

Medium sweet – – – – 1.0 1 %

Heavy sweet 2.8 2 % – – – –

Light sour 8.0 5 % 39.8 46 % – –

Medium sour – – – – 60.9 56 %

Heavy sour – – 28.4 33 % – –




Production

Light Products

Gasoline 73.1 43 % 10.7 12 % 21.2 20 %


Jet uel 19.5 11 % – – 8.3 8 %


Naphtha – – – – 6.3 6 %

LPG 2.7 2 % 5.3 6 % 7.3 7 %Total Light Products 152.8 90 % 73.5 85 % 89.0 83 %

Fuel oil/Bitumen 11.6 6 % 12.1 14 % 13.4 12 %




Petroplus Throughput or the First Hal o 2009

Sweet: 43 %

Other

throughput: 14 %

Light sour: 24 %

Mediumsour: 13 %

Heavy sour: 6 %





0.1 0 % 33.4 55 % 31.1 53 % 222.8 39 %

11.2 12 % 5.3 9 % 4.0 7 % 21.5 4 %

– – – – – – 2.8 0 %

69.7 76 % 1.8 3 % 19.0 33 % 138.3 24 %

– – 14.7 24 % 1.6 3 % 77.2 13 %

4.3 5 % 0.8 1 % – – 33.5 6 %

85.3 93 % 56.0 92 % 55.7 96 % 496.1 86 %

6.3 7 % 5.2 8 % 2.6 4 % 79.0 14 %

91.6 100 % 61.2 100 % 58.3 100 % 575.1 100 %

25.7 28 % 13.5 22 % 15.5 26 % 159.7 28 %

41.8 46 % 28.4 46 % 26.1 45 % 247.8 43 %

1.9 2 % 0.3 1 % 2.7 5 % 32.7 6 %

1.6 2 % – – 0.6 1 % 11.6 2 %

6.8 7 % 6.7 11 % 0.1 0 % 19.9 3 %

9.1 10 % 4.9 8 % 3.9 7 % 33.2 6 %86.9 95 % 53.8 88 % 48.9 84 % 504.9 88 %

4.0 4 % 6.4 11 % 7.2 12 % 54.7 9 %

4.8 5 % 2.6 4 % 2.3 4 % 29.5 5 %

95.7 104 % 62.8 103 % 58.4 100 % 589.1 102 %

Petroplus Production or the First Hal o 2009

Gasoline: 28 %

LPG: 6 %








For the three months ended June 30, 2010


Throughput


Light sweet 153.8 82 % – – 46.2 34 %

Medium sweet – – – – 2.5 2 %

Light sour 3.2 2 % – – 7.2 5 %

Medium sour – – 32.3 74 % 64.7 47 %

Heavy sour – – 9.7 23 % 6.3 5 %




Production

Light Products

Gasoline 73.4 39 % 3.9 9 % 24.2 18 %


Jet uel 22.5 12 % – – 11.7 8 %


Naphtha – – 0.3 1 % 7.1 5 %

LPG 3.1 2 % 2.4 5 % 9.2 7 %

Total Light Products 166.9 89 % 35.5 82 % 109.5 80 %Fuel oil/Bitumen 14.7 8 % 6.2 14 % 22.0 16 %




Petroplus Throughput Second Quarter 2010

Sweet: 47 %

Other

throughput: 10 %

Light sour: 18 %

Mediumsour: 21 %

Heavy sour: 4 %





3.7 4 % 27.6 43 % 9.0 26 % 240.3 43 %

14.0 15 % 0.2 1 % 6.2 18 % 22.9 4 %

64.1 69 % 9.8 15 % 16.2 47 % 100.5 18 %

– – 19.6 31 % 0.5 1 % 117.1 21 %

3.4 3 % – – – – 19.4 4 %

85.2 91 % 57.2 90 % 31.9 92 % 500.2 90 %

8.0 9 % 6.4 10 % 2.6 8 % 57.7 10 %

93.2 100 % 63.6 100 % 34.5 100 % 557.9 100 %

28.5 31 % 14.8 23 % 10.0 29 % 154.8 28 %

40.7 44 % 30.5 48 % 14.4 42 % 230.1 41 %

2.1 2 % – – 1.5 4 % 37.8 7 %

1.3 1 % – – 0.3 1 % 11.2 2 %

6.0 6 % 5.3 8 % 0.1 0 % 18.8 4 %

9.3 10 % 4.0 7 % 1.9 6 % 29.9 5 %

87.9 94 % 54.6 86 % 28.2 82 % 482.6 87 %4.3 5 % 7.2 11 % 4.7 13 % 59.1 10 %

4.6 5 % 2.6 4 % 1.4 4 % 26.4 5 %

96.8 104 % 64.4 101 % 34.3 99 % 568.1 102 %

Petroplus Production Second Quarter 2010

Gasoline: 28 %

LPG: 5 %








For the three months ended June 30, 2009


Throughput


Light sweet 123.7 71 % – – 21.5 22 %

Medium sweet – – – – 2.0 2 %

Heavy sweet 4.4 3 % – – – –

Light sour 8.3 5 % 44.0 46 % – –

Medium sour – – – – 62.2 63 %

Heavy sour – – 31.4 33 % – –




Production

Light Products

Gasoline 72.6 42 % 13.4 14 % 19.7 20 %


Jet uel 19.5 11 % – – 7.8 8 %


Naphtha – – – – 6.3 6 %

LPG 2.7 2 % 4.2 4 % 6.1 6 %Total Light Products 155.9 90 % 82.4 86 % 81.2 82 %

Fuel oil/Bitumen 10.9 6 % 12.9 13 % 12.9 13 %




Petroplus Throughput Second Quarter 2009

Sweet: 39 %

Other

throughput: 15 %

Light sour: 26 %

Mediumsour: 13 %

Heavy sour: 7 %





– – 32.2 53 % 32.1 56 % 209.5 35 %

8.4 8 % 5.2 8 % 1.6 3 % 17.2 3 %

– – – – – – 4.4 1 %

82.2 78 % 1.5 2 % 18.5 33 % 154.5 26 %

– – 12.8 21 % 1.6 3 % 76.6 13 %

8.3 8 % 1.6 3 % – – 41.3 7 %

98.9 94 % 53.3 87 % 53.8 95 % 503.5 85 %

6.1 6 % 7.8 13 % 3.0 5 % 87.7 15 %

105.0 100 % 61.1 100 % 56.8 100 % 591.2 100 %

30.2 29 % 15.0 24 % 15.5 27 % 166.4 28 %

47.9 46 % 27.9 46 % 24.6 43 % 258.5 44 %

2.2 2 % 0.4 1 % 2.1 4 % 32.0 5 %

1.6 2 % – – 0.5 1 % 11.2 2 %

5.8 5 % 5.2 8 % 0.2 0 % 17.5 3 %

10.8 10 % 5.4 9 % 4.2 8 % 33.4 6 %98.5 94 % 53.9 88 % 47.1 83 % 519.0 88 %

5.3 5 % 6.0 10 % 7.4 13 % 55.4 9 %

5.1 5 % 2.8 5 % 2.2 4 % 30.1 5 %

108.9 104 % 62.7 103 % 56.7 100 % 604.5 102 %

Petroplus Production Second Quarter 2009

Gasoline: 28 %

LPG: 6 %








Six Months Ended June 30, 2010Compared to Six Months Ended June 30, 2009

Overview

Our operating proft was USD 7.0 million or the six months

ended June 30, 2010 as compared to USD 289.9 million or

the same period in 2009. Our net loss was USD 156.5 million

(USD 1.76 per share) or the six months ended June 30, 2010

as compared to net income o USD 193.7 million (USD 2.59

per share) or the same period in 2009.

Gross Margin

Our gross margin decreased by USD 266.4 million, or 32 %,

to USD 575.7 million or the six months ended June 30, 2010

rom USD 842.1 million or the six months ended June 30,

2009. Gross margin in 2010 was marked by the volatility in

crude oil prices and increased cost o uel consumed due to

the higher crude oil price environment oset by improved re-

fning margin cracks or gasoline and middle distillates. Gross

margin in the frst hal o 2009 was impacted by the strong rise

in crude oil pricing.

The 5/2/2/1 benchmark refning margin or the Coryton Re-fnery increased 21 % or the six months ended June 30,

2010 as compared to the same period in 2009 as a result

o increased gasoline and ULSD cracks to Dated Brent. The

6/1/2/2/1 benchmark refning margin or the BRC Refnery in-

creased 115 % or the six months ended June 30, 2010 as

compared to the same period in 2009 as a result o improved

VGO, gasoil and gasoline cracks. The 4/1/2/1 benchmark re-

fning margin or the Petit Couronne and Reichstett refneries

increased 17 % or the six months ended June 30, 2010 as

compared to the same period in 2009 as a result o improved

gasoline and ULSD cracks. The 10/1/3/5/1 benchmark refning

margin or the Ingolstadt Refnery increased 20 % or the six

months ended June 30, 2010 as compared to the same

period in 2009 primarily driven by improved gasoline, ULSD

and naphtha cracks. The 7/2/4/1 benchmark refning margin

or the Cressier refnery increased 32 % as a result o higher

gasoline and gasoil cracks.

Dated Brent increased rom USD 52 per barrel on av-

erage in the frst hal o 2009 to USD 78 per barrel on av-

erage in the frst hal o 2010. The increase o USD 26 per

barrel resulted in an increase in our cost o uel consumed

(representing 5 % across our refning system) which negativelyimpacted our realized margin by approximately USD 1.30 per

barrel.

Margins in the frst hal o 2010 were additionally negatively

impacted by lower inland premiums at the Cressier and Ingol-

stadt locations. Rhine Freight averaged approximately CHF 18

per ton or the six months ended June 30, 2010, down over

43 % rom the frst hal o 2009. In Germany, many o our re-

fned products are based on an Oil Market Report (“OMR”)

price. The OMR price premium to Platt’s middle distillates in

the frst hal o 2010 was approximately USD 5 per barrel as

compared to approximately USD 8 per barrel or the frst hal

o 2009.

Refnery Operations

Coryton. For the six months ended June 30, 2010, the Coryton

Refnery’s total throughput averaged 182,300 bpd. The refn-

ery’s throughput was in line with expectations. For the same

period in 2009, the total throughput averaged 170,200 bpd.

Throughput in 2009 was impacted by statutory inspections re-

quired as part o the planned turnaround in the ourth quarter

2009.

BRC. For the six months ended June 30, 2010, the BRC Re-fnery’s total throughput averaged 73,000 bpd. For the same

period in 2009, the BRC Refnery’s total throughput averaged

86,400 bpd. Throughput in 2010 was reduced primarily as a

result o a planned turnaround during the second quarter. The

restart was delayed and carried over into July 2010.

Petit Couronne. For the six months ended June 30, 2010, the

Petit Couronne Refnery’s total throughput averaged 129,900

bpd. The refnery’s throughput was in line with expectations.

For the same period in 2009, the Petit Couronne Refnery’s

total throughput averaged 107,400 bpd. Throughput in 2009

was reduced primarily as a result o planned turnaround activ-

ity which lasted approximately two weeks.

Ingolstadt. For the six months ended June 30, 2010, the Ingol-

stadt Refnery’s total throughput averaged 95,700 bpd. The

refnery’s throughput was in line with expectations. For the

same period in 2009, the Ingolstadt Renery’s total throughput

averaged 91,600 bpd. Throughput in 2009 was impacted by a

planned turnaround, which lasted approximately 20 days.

Reichstett. For the six months ended June 30, 2010, the Reich-

stett Refnery’s total throughput averaged 58,100 bpd. For thesame period in 2009, the Reichstett Renery’s total throughput

averaged 61,200 bpd. Throughput in 2010 was impacted by a

planned shutdown o the fuid catalytic cracking (“FCC”) unit and




additional planned repairs on the debutanizer column. Through-

put in 2009 was impacted by a planned turnaround which lasted

approximately 20 days.

Cressier . For the six months ended June 30, 2010, the Cress-

ier Refnery’s total throughput averaged approximately 44,000

bpd. The refnery’s throughput was in line with expectations.

For the same period in 2009, the Cressier Refnery’s total

throughput averaged approximately 58,300 bpd. Throughput

was impacted by a planned turnaround in the second quarter

o 2010, which lasted 38 days.

Personnel Expenses

Our personnel expenses increased by USD 12.7 million to USD

175.4 million or the six months ended June 30, 2010 rom

USD 162.7 million or the same period in 2009. As the Com-

pany’s unctional currency is USD, personnel costs or the six

months ended June 30, 2010 were negatively impacted by the

weakening o the USD as personnel costs are paid in various

local currencies such as the EUR, GBP and CHF.

Operating Expenses

Our refnery operating expenses decreased by USD 25.5 mil-lion to USD 204.1 million or the six months ended June 30,

2010 rom USD 229.6 million or the same period in 2009. The

decrease is mainly attributable to reduced maintenance ex-

penses in 2010 and lower energy costs. In addition, operat-

ing expenses in 2009 included higher unplanned maintenance

activities. This was partially oset by increased costs in the

frst hal-year as a result o the weakening o the USD in 2010

as compared to 2009 as a signifcant portion o variable costs

such as chemicals and energy are paid in local currencies.

Depreciation and Amortization

Our depreciation and amortization expenses increased by

USD 39.5 million to USD 167.2 million or the six months ended

June 30, 2010 rom USD 127.7 million or the same period in

2009. The increase is mainly attributable to additional depre-

ciation associated with the turnarounds at the Coryton and

Reichstett refneries in 2009.

Other Administrative Expenses

Our other administrative expenses decreased by USD 10.2

million to USD 22.0 million or the six months ended June 30,

2010 rom USD 32.2 million or the same period in 2009. The

decrease is mainly attributable to reduced insurance premi-ums and a reduction in third party service ees.

Financial Expense, Net

Our net fnancial expense increased by USD 22.3 million to

USD 94.3 million or the six months ended June 30, 2010

rom a net fnancial expense o USD 72.0 million or the same

period in 2009. The increase in net fnancial expense in 2010 is

mainly attributable to higher interest expenses resulting rom

the Company’s refnancing activities which were completed in

October 2009. In addition an one-time ee o USD 5.3 million

was paid in the frst quarter o 2010 or the Revolving Credit

Facility (“RCF”) covenant waiver.

Foreign Currency Exchange Loss/Gain

Our oreign currency exchange results represent a loss o USD

3.7 million or the six months ended June 30, 2010 as com-

pared to a gain o USD 4.8 million or the same period in 2009.

The decrease mainly represents the revaluation o certain CHF,

GBP and EUR monetary items against the USD.

Income Tax Expense

The Company’s income tax expense was USD 50.5 million or

the six months ended June 30, 2010 compared to USD 19.0

million or the six months ended June 30, 2009. Income tax

expense was impacted by unrecognized tax losses, non-cashtax eects resulting rom the movement in oreign exchange

rates and prior years’ tax adjustments and lower realized refn-

ing margins.

Second Quarter 2010Compared to Second Quarter 2009

Overview

Our operating loss was USD 33.8 million or the three months

ended June 30, 2010 as compared to an operating proft

o USD 253.9 million or the same period in 2009. Our net

loss was USD 119.1 million (USD 1.30 per share) or the three

months ended June 30, 2010 as compared to net income o

USD 205.0 million (USD 2.74 per share) or the same period

in 2009.

Gross Margin

Our gross margin decreased by USD 287.3 million, or 53 %, to

USD 252.3 million or the three months ended June 30, 2010

rom USD 539.6 million or the same period in 2009. Gross

margin in the second quarter o 2009 was impacted by the

strong rise in crude oil pricing. Gross margin in 2010 wasmarked by the decrease in crude oil prices during the second

quarter 2010, weakening gasoline cracks, lower throughput

and increased cost o uel consumed due to the overall higher




crude oil price environment compared to 2009 oset by im-

proved refning margin cracks or middle distillates.

The 5/2/2/1 benchmark refning margin or the Coryton Re-

fnery increased 17 % or the three months ended June 30,

2010 as compared to the same period in 2009 as a result o

increased ULSD cracks partially oset by lower gasoline and

uel oil cracks to Dated Brent. The 6/1/2/2/1 benchmark refn-

ing margin or the BRC Refnery increased 50 % or the three

months ended June 30, 2010 as compared to the same per iod

in 2009 as a result o increases in gasoil cracks. The 4/1/2/1

benchmark refning margin or the Petit Couronne and Reich-

stett refneries increased 34 % or the three months ended

June 30, 2010 as compared to the same period in 2009 as a

result o increased ULSD cracks. The 10/1/3/5/1 benchmark

refning margin or the Ingolstadt Refnery increased 33 %, pri-

marily driven by increases in ULSD cracks as compared to the

same period in 2009. The 7/2/4/1 benchmark refning margin

or the Cressier Refnery increased 51 % as a result o higher

gasoil cracks.

Margins in the second quarter o 2010 benefted rom inland

premiums primarily at the Cressier and Ingolstadt locations.Rhine Freight averaged approximately CHF 18 per ton or the

three months ended June 30, 2010, up over 24 % rom the sec-

ond quarter o 2009. The OMR price premium to Platt’s middle

distillates pricing increased by 16 % in the second quarter o

2010 compared to the second quarter o 2009.

Refnery Operations

Coryton. For the three months ended June 30, 2010, the Cory-

ton refnery’s total throughput averaged 186,800 bpd. The re-

fnery’s throughput was in line with expectations. For the same

period in 2009, the total throughput averaged 173,400 bpd.

Total throughput in the second quarter 2009 was limited by a

trip in the uid catalytic cracking uni t.

BRC. For the three months ended June 30, 2010, the BRC Re-

fnery’s total throughput averaged approximately 43,400 bpd.

For the same period in 2009, the total throughput ave raged

approximately 95,900 bpd. Throughput in 2010 was impacted

by a planned turnaround. The restart was delayed and carried

over into July 2010.

Petit Couronne. For the three months ended June 30, 2010, the

Petit Couronne Refnery’s total throughput averaged approxi-

mately 136,400 bpd. The refnery’s throughput was in line with

expectations. For the same period in 2009, the Petit Couronne

Refnery’s total throughput averaged approximately 99,000

bpd. Throughput in 2009 was reduced primarily as a result o

planned turnaround activity which lasted approximately two

weeks.

Ingolstadt. For the three months ended June 30, 2010, the

Ingolstadt Refnery’s total throughput averaged 93,200 bpd.

For the same period in 2009, the Ingolstadt Refnery’s total

throughput averaged approximately 105,000 bpd. Through-

put in 2010 was impacted by planned maintenance activi ty or

both the reormer and diesel hydrotreater.

Reichstett. For the three months ended June 30, 2010, the

Reichstett Refnery’s total throughput averaged approximately

63,600 bpd. The refnery’s throughput was in line with ex-

pectations. For the same period in 2009, the Reichstett

Refnery’s total throughput averaged approximately 61,100

bpd. Throughput in the second quarter 2010 was impacted by a

planned shutdown o the FCC unit.

Cressier. For the three months ended June 30, 2010, the

Cressier Refnery’s total throughput averaged approximately

34,500 bpd. For the same period in 2009, the Cressier Re-

fnery’s total throughput averaged approximately 56,800 bpd.

Throughput in 2010 was impacted by a planned turnaround

which lasted 38 days.

Personnel Expenses

Our personnel expenses increased by USD 2.8 million to USD

88.3 million or the three months ended June 30, 2010 rom

USD 85.5 million or the same period in 2009.

Operating Expenses

Our refnery operating expenses decreased by USD 16.1 million

to USD 98.9 million or the three months ended June 30, 2010

rom USD 115.0 million or the same period in 2009. As the

Company’s unctional currency is USD, operating expenses

or the second quarter o 2010 were positively impacted by the

strengthening o the USD as operating costs are paid in vari-

ous local currencies such as the EUR, GBP and CHF. In ad-

dition, operating expenses in 2009 included higher unplanned

maintenance activities.




Depreciation and Amortization

Our depreciation and amortization expenses increased by

USD 19.8 million to USD 87.7 million or the three months end-

ed June 30, 2010 rom USD 67.9 million or the same period

in 2009. The increase is mainly attributable to additional de-

preciation associated with the turnarounds at the Coryton and

Reichstett refneries in 2009.

Financial Expense, Net

Our net fnancial expense increased by USD 9.0 million to USD

43.6 million or the three months ended June 30, 2010 rom a

net fnancial expense o USD 34.6 million or the three months

ended June 30, 2009. The increase in net fnancial expense is

mainly attributable to higher interest expenses resulting rom

the Company’s refnancing activities which were completed in

October 2009.

Foreign Currency Exchange Loss/Gain

Our oreign currency exchange results represented a loss o

USD 1.1 million or the three months ended June 30, 2010 as

compared to a gain o USD 2.4 million or the three months

ended June 30, 2009. The result represents the revaluation o

certain CHF, GBP and EUR monetary items against the USD.

Income Tax Expense

Our income tax expense was USD 37.4 million or the three

months ended June 30, 2010 compared to tax expense o

USD 22.1 million or the three months ended June 30, 2009.

Income tax expense was impacted by unrecognized tax loss-

es, non-cash tax eects resulting rom the movement in or-

eign exchange rates and lower realized refning marg ins.




Liquidity and Capital Resources

Cash Flows

The ollowing table summarizes the cash ow activity or the

periods indicated:

Cash Flows rom Operating Activities

Net cash ows provided by operating activi ties were USD 388.2

million or the six months ended June 30, 2010 as compared to

net cash provided by operating activities o USD 456.7 million

or the same period in 2009. Net loss ater excluding non-cashdepreciation, amortization and income tax expenses contrib-

uted USD 62.6 million or the six months ended June 30, 2010

versus USD 356.4 million or the same period in 2009. Cash

ows rom operating activities were impacted by the volatility

in crude oil prices partially oset by improved refning margin

cracks or gasoline and middle distillates in 2010 compared

to positive cash ow impacts rom the strong rise in crude oil

pricing in 2009. Net changes in working capital provided an

additional USD 345.6 million in cash ow or the six months

ended June 30, 2010 versus USD 140.8 million or the same

period in 2009.

Cash Flows rom Investing Activities

Net cash ows used in investing activities were USD 196.4

million or the six months ended June 30, 2010 as compared

to net cash used in investing activ ities o USD 116.0 million or

the same period in 2009. The cash used in investing activities

in 2010 resulted primarily rom planned capital expenditure

and turnaround activity in the ourth quarter 2009 and the frst

hal-year 2010 at the Coryton, BRC, Ingolstadt, Cressier, Pe-

tit Couronne and Reichstett refneries and the contribution o

USD 76.4 million to PBF. On January 12, 2010, the Company

completed the sale o the Antwerp Processing Facility and as-sociated working capital, which resulted in cash proceeds o

USD 55.0 million.

For the six months

ended June 30,

(in millions o USD) 2010 2009

Cash ows rom operating activities 388.2 456.7

Cash ows rom investing activ ities (196.4) (116.0)

Cash ows rom fnancing activities (30.4) (231.7)

Net increase in cash and short-term deposits 161.4 109.0

Net oreign exchange dierences 2.4 4.5

Cash and short-term deposits at beginning o period 11.2 209.8

Cash and short-term deposits at end o period 175.0 323.3

Cash Flows rom Financing Activities

Net cash ows used in fnancing activities were USD 30.4 mil-

lion or the six months ended June 30, 2010 as compared

to net cash used in fnancing activities o USD 231.7 million

or the same period in 2009. Financing activities in 2010 and2009 primarily represent net cash repayments on the revolving

credit acility. Additionally, in May 2010, the Company comple-

ted a private placement o shares which resulted in gross

proceeds o USD 136.4 million.




Capital Spending

We classiy our capital expenditures, excluding acquisition

expenditures, into fve major categories:

Permit-related capital expenditures include capital expen-

ditures or improvements and upgrades to our production

acilities required by local authorities as a condition o the

granting or renewal o the operating permits or our acilities.

These include process saety improvements and installation

o equipment to reduce emissions to the environment.

Sustaining capital expenditures include regular, non-permit

related capital expenditures we incur to maintain our produc-

tion acilities and acilitate reliable operations.

Turnaround capital expenditures include capital expenditures

incurred in connection with planned shutdowns to make nec-

essary repairs, perorm preventative maintenance, replace

catalysts and implement capital improvements. We perorm

major scheduled turnarounds on each o our refneries gener-

ally every our to fve years, with an intermediate, minor turn-

around generally two years ollowing each scheduled major

maintenance turnaround.

Project-related capital expenditures include capital expendi-

tures or improvements or upgrades to our production acilities

that have been identifed to provide signifcant gross margin

returns. These projects are expected to either add capacity or

increase product yields in higher value petroleum products.

Inormation technology/intangibles capital expenditures include

costs associated with sotware integration primar ily rom acqui-

sitions and system upgrades. This category also includes other

hardware and capital expenditures or intangible assets.

Our total capital expenditures, excluding acquisition expendi-

tures, are summarized in the ollowing table by major category

or the period indicated:

For the six months endedJune 30,

(in millions o USD) 2010 2009

Permit-related 32.1 11.9

Sustaining 36.7 62.3

Turnaround 55.0 17.9

Projects 0.2 1.1Inormation technology/

Intangibles

1.3 1.9

Total capital expenditures 125.3 95.1

Summary o Indebtedness

The ollowing table sets orth our fnancial indebtedness and

cash balances as o June 30, 2010 and December 31, 2009:

The Company’s Consolidated EBITDA (“Earnings Beore Inter-

est, Taxes, Depreciation and Amortization”) excluding results

rom discontinued operations was USD 166.7 million or the six

months ended June 30, 2010.

Liquidity

Our ability to pay interest and principal on our indebtedness

and to satisy our other debt obligations will depend upon our

uture operating perormance and the availability o new andrefnancing indebtedness, which can be aected by prevailing

economic conditions and fnancial, business and other actors,

some o which are beyond our control.

We believe that our cash ows rom operations, borrowings

under our existing credit acilities and other capital resources

will be sufcient to satisy the anticipated cash requirements

associated with our existing operations during the next twelve

months. Our ability to generate sufcient cash rom our oper-

ating activities depends on our uture perormance and global

oil market pricing, which are subject to general economic,

political, fnancial, competitive and other actors beyond our

control. The Company could, during periods o economic

downturn, access the capital markets and/or other available

fnancial resources to strengthen its fnancial position. In ad-

dition, our uture capital expenditures and other cash require-

ments could be higher than we currently expect as a result

o various actors, including any acquisitions that we may

complete.

(in millions o USD) June 30, 2010 December 31, 2009

Term loan acilities 1,687.8 1,683.8

Working capital acilities – 149.6

Total nancial debt 1,687.8 1,833.4

Cash and short-term

deposits

175.0 11.2

Net nancial debt 1,512.8 1,822.2




Outlook

The discussion below contains orward-looking statements that

refect our current judgment regarding conditions we expect to

exist and the course o action we expect to take in the uture. Even

though we believe our expectations regarding uture events are

based on reasonable assumptions, orward-looking statements

are not guarantees o uture perormance. Our assumptions rely

on our operational analysis and expectations or the operating

perormance o our assets based on their historical operating

perormance, management expectations as described below

and historical costs associated with the operations o those

assets. Factors beyond our control could cause our actual results

to vary materially rom our expectations, which are discussed in

the “Forward-Looking Statement” and elsewhere in this docu-

ment. The prospective nancial inormation below is our current

judgment and should not be relied upon as being necessarily

indicative o uture results, and the reader is cautioned not to

place undue reliance on this prospective nancial inormation.

We undertake no obligation to update any orward-looking state-

ments contained in this document as a result o new inormation,

uture events or subsequent developments, or otherwise.

Market

We expect the market outlook or the remainder o 2010 to im-

prove versus 2009 or the European refning industry as we see

signs o an economic revival in the Atlantic Basin and a corre-

sponding gradual increase in consumption, which we believe

will drive improved refning margins. While we expect refning

margins will continue to uctuate, we believe that we are ad-

equately positioned in the industry to perorm and und our op-

erations under current and expected market conditions.

Renery Operations

Overview

As discussed under “Factors Aecting Operating Results”, it is

common practice in our industry to look to benchmark market

indicators, such as the derived 5/2/2/1 benchmark refning

margin or the Coryton Refnery, 6/1/2/2/1 benchmark refn-

ing margin or the BRC Refnery, 7/2/4/1 benchmark refning

margin or the Cressier Refnery, 10/1/3/5/1 benchmark refn-

ing margin or the Ingolstadt Refnery, 4/1/2/1 benchmark re-

fning margin or the Petit Couronne and Reichstett refneries,

as proxies or refning margins. As indicators o the refnery’s

actual refning margins, each refnery’s benchmark must be

adjusted or the ollowing: the refnery’s actual crude oil slate,which does not correspond to the 100 % Dated Brent crude

oil slate we have used in our derived benchmark refning mar-

gins; or variances rom the benchmark product slate to the

refnery’s actual, or anticipated, product slate; and or any other

actors not anticipated in the benchmark refning margin.

These other actors include crude oil and product grade dier-

entials, a rising or declining crude and products market pricing

environment, timing o crude oil and eedstock purchases, uel

consumed during production, commodity price management,

transportation costs and inventory uctuations.

The throughput estimates set orth below assume that our

refnery operations will experience no operating disruptions or

economic run cuts or the remainder o 2010 other than sched-

uled maintenance shutdowns.

Coryton Refnery

We expect the Coryton Refnery’s total throughput during

the third quarter and ull-year o 2010 will be approximately

185,000 to 195,000 bpd.

BRC Refnery

We expect the BRC Refnery’s total throughput during the

third quarter o 2010 will be approximately 85,000 to 95,000

bpd. We expect the refnery’s ull-year total throughput wi ll beapproximately 80,000 to 90,000 bpd.

Petit Couronne Refnery

We expect the Petit Couronne Refnery’s throughput during the


bpd. We expect the refnery’s ull-year total throughput wi ll be

approximately 115,000 to 125,000 bpd.

Ingolstadt Refnery

We expect the Ingolstadt Refnery’s total throughput during


95,000 to 105,000 bpd.

Reichstett Refnery

We expect the Reichstett Refnery’s total throughput during


55,000 to 65,000 bpd.

Cressier Refnery

We expect the Cressier Refnery’s total throughput during the


bpd. We expect the refnery’s ull-year total throughput wi ll be

approximately 45,000 to 55,000 bpd.




Quantitative and Qualitative Disclosure About Market Risk

General

The risks inherent in our business include the potential loss

rom adverse changes in commodity prices and certain

operating costs, as well as exchange rates, interest rates,

counterparty and operational risks.

Commodity Price Risk

The Company’s earnings, cash ow and liquidity can be signif-

cantly aected by a variety o actors beyond our control, includ-

ing the supply o crude oil and other eedstocks and the demand

or diesel, gasoline and other refned petroleum products. The

supply o and demand or these commodities depends upon,

among other actors, changes in global and regional econo-

mies, seasonal buying patterns, weather conditions, logistics,

regional and global political aairs, planned and unplanned

downtime in refneries, pipelines and production acilities, the

amount o new refning capacity, the marketing o competitive

uels and the extent o government regulation. Our revenues

uctuate signifcantly with movements in the price o refned

petroleum products; our materials cost uctuates signifcantlywith movements in crude oil and other eedstock prices. Our

operating expenses uctuate with movements in the price o

natural gas and electricity.

Credit Risk

Credit risk arises rom the potential ailure o a counterparty to

meet its contractual obligations resulting in fnancial loss to the

Company. We are exposed to credit risk rom granting trade

credit to customers and rom placing depos its with fnancial in-

stitutions. Our maximum exposure to credit risk is represented

by the carrying amounts o cash and receivables that are pre-

sented in the Condensed Consolidated Statement o Financial

Position, including derivatives with positive market values.

Foreign Currency Exchange Rate Risk

The Company is exposed to oreign currency risk as a por tion o

our revenues, personnel and operating expenses are incurred

in EUR, CHF and GBP and translated into USD which is our

unctional currency. Thus a decline in the value o the USD

against these currencies will have a negative eect on our

liabilities and expenses and a positive eect on our revenue and

assets. Conversely, an increase in the value o the USD against

the EUR, CHF and GBP wi ll have the opposite eect.

Interest Rate Risk

As o June 30, 2010, we have no borrowings under our working

capital acilities. However, as we borrow on our working capi-

tal acilities, we are subject to interest rate risk, as all o these

borrowings bear oating rates o interest.

Liquidity Risk

Our ability to pay interest and principal on our indebtedness

and to satisy our other debt obligations will depend upon our

uture operating perormance and the availability o new and

refnancing indebtedness, which will be aected by prevailing

economic conditions and fnancial, business and other actors,

some o which are beyond our control.

Our ability to generate sufcient cash rom our operating

activities depends on our uture perormance and global oil

market pricing, which is subject to general economic, political,

fnancial, competitive and other actors beyond our control. In

addition, our uture capital expenditures and other cash

requirements could be higher than we currently expect as a

result o various actors, including any acquisitions or invest-

ments that we may complete.

Risks Relating to Our Businessand Our Industry

There have been no changes to the risks relating to the

industry in which we operate or our business since the fling

o the 2009 Annual Report. For the details o these risks please

reer to our Annual Report fled wi th the SIX Swiss Exchange.

Critical Accounting Judgmentsand Estimates

The preparation o our Financial Statements in conormity with

International Financial Reporting Standards (“IFRS”) requires

the use o estimates and assumptions that aect the reported

amount o assets, liabilities, revenues and expenses and re-

lated disclosure o contingent assets and liabilities. We base

our estimates on historical experience and on various other

assumptions that we believe are reasonable under the circum-

stances and provide a basis or making judgments about the

carrying value o assets and liabilities that are not readily avail-

able through open market quotes. Estimates and assumptionsare reviewed periodically, and actual results may dier rom

those estimates under dierent assumptions or conditions.




We must use our judgment related to uncertainties in order to

make these estimates and assumptions.

We have summarized in our 2009 Annual Report our account-

ing estimates that require more subjective judgment by our

management in making assumptions or estimates regarding

the eects o matters that are inherently uncertain and or

which changes in conditions may signifcantly aect the re-

sults presented in our Financial Statements. These accounting

estimates have not changed signifcantly during the frst six

months o 2010.



Petroplus Holdings AG | Interim Financial Statements | 25

Interim Financial Statements

Condensed Consolidated Financial

Statements o Petroplus Holdings AG

26 I Condensed Consolidated Statement o Comprehensive

Income or the six and three months ended June 30, 2010

27 I Condensed Consolidated Statement o Financial Position at

June 30, 2010

28 I Condensed Consolidated Statement o Cash Flows or


29 I Condensed Consolidated Statement o Changes in Equity or


30 I Notes to the Condensed Consolidated Financial Statements

36 I Review Report o the Auditor



26 | Petroplus Holdings AG | Interim Financial Statements

Condensed Consolidated Statement o Comprehensive Income or the six and three monthsended June 30, 2010

For the six months ended June 30, For the three months ended June 30,

Notes 2010 2009 1) 2010 2009 1)

(in millions o USD, except per share data) Reviewed Reviewed Reviewed Reviewed

Continuing operations

Revenue 3 9,889.4 6,602.1 4,915.9 3,631.4

Materials cost (9,313.7) (5,760.0) (4,663.6) (3,091.8)

Gross margin 575.7 842.1 252.3 539.6

Personnel expenses (175.4) (162.7) (88.3) (85.5)

Operating expenses (204.1) (229.6) (98.9) (115.0)

Depreciation and amortization (167.2) (127.7) (87.7) (67.9)

Other administrative expenses (22.0) (32.2) (11.2) (17.3)

Operating prot/(loss) 7.0 289.9 (33.8) 253.9

Financial expense, net (94.3) (72.0) (43.6) (34.6)

Foreign currency exchange (loss)/gain (3.7) 4.8 (1.1) 2.4

Share o loss rom associates (3.8) (1.0) (3.0) (0.5)

(Loss)/income beore income taxes (94.8) 221.7 (81.5) 221.2

Income tax expense 8 (50.5) (19.0) (37.4) (22.1)

Net (loss)/income rom continuing operations (145.3) 202.7 (118.9) 199.1

Discontinued operations

(Loss)/income rom discontinued operations, net o tax 4 (11.2) (9.0) (0.2) 5.9

Net (loss)/income (156.5) 193.7 (119.1) 205.0

Other comprehensive income

Income tax beneft/(expense) 2) – 1.6 – (12.0)

Exchange dierence on disposal o subsidiary 3) 5 0.8 – – –

Other comprehensive income/(loss) 0.8 1.6 – (12.0)

Total comprehensive (loss)/income (155.7) 195.3 (119.1) 193.0

Net (loss)/income attributable to the parent or

continuing operations (145.3) 202.7 (118.9) 199.1

discontinued operations (11.2) (9.0) (0.2) 5.9

Net (loss)/income (156.5) 193.7 (119.1) 205.0

Total comprehensive (loss)/income attributable

to shareholders o the parent or

continuing operations (145.3) 204.3 (118.9) 187.1

discontinued operations (10.4) (9.0) (0.2) 5.9

Total comprehensive (loss)/income (155.7) 195.3 (119.1) 193.0

Earnings per share (in USD) 4)

Earnings per share – basic (1.76) 2.59 (1.30) 2.74

Earnings per share – diluted (1.76) 2.53 (1.30) 2.59

calculated on continuing operations

Earnings per share – basic (1.63) 2.71 (1.30) 2.66

Earnings per share – diluted (1.63) 2.64 (1.30) 2.52

1) The 2009 fnancials have been re-presented to reect the impact o discontinued operations related to Teesside and the Antwerp Processing Facility.2) Relates to uctuations in oreign exchange gains and losses regarding loans classifed as net investments and capitalized loss carry orwards.3) Recognition o the cumulative exchange dierences in respect o the disposal o the Antwerp Processing Facility reclassifed to the line item “Discon-

tinued operations” in the Condensed Consolidated Statement o Comprehensive Income. Further inormation is disclosed in Note 5 “Disposal o the

Antwerp Processing Facility”.4) The comparative earnings per share have been restated to retroactively reect the discount provided to shareholders in the September 2009 rights

issue. As the rights i ssue was oered at a discount (CHF 16.90) to market value (CHF 26.70) the weighted average number o shares outstanding wasadjusted in accordance with IAS 33 Earnings per Share. The adjustment resulted in an increase in the weighted average shares outstanding, both basicand diluted, o approximately 8 %.




Condensed Consolidated Statement o Financial Position at June 30, 2010

Notes June 30, 2010 December 31, 2009

(in millions o USD) Reviewed Audited

Current assets

Cash and short-term deposits 175.0 11.2

Trade receivables, net 9 1,080.9 1,051.4

Other receivables and prepayments 121.8 99.8

Derivative fnancial instruments 8.8 7.7

Inventories 1,754.6 1,684.5

Other fnancial assets 2.1 2.4

Current tax assets 4.5 8.4

Assets classifed as held or sale – 88.2

Total current assets 3,147.7 2,953.6

Non-current assets

Intangible assets 10 88.4 99.3

Property, plant and equipment 10 3,490.4 3,523.1

Investments in associates 6 93.8 21.2

Financial assets available or sale 28.6 28.6

Retirement beneft asset 16.3 9.3

Other fnancial assets 14.1 3.2

Deerred tax assets 54.0 40.0

Total non-current assets 3,785.6 3,724.7

Total assets 6,933.3 6,678.3Current liabilities

Interest-bearing loans and borrowings 11 – 149.6

Finance lease commitments 2.2 2.9

Trade payables 1,479.5 1,463.4

Other payables and accrued expenses 1,233.8 822.7

Derivative fnancial instruments 0.7 4.0

Provisions 7.4 13.9

Current tax liabilities 0.8 11.1

Liabilities classifed as held or sale – 30.6

Total current liabilities 2,724.4 2,498.2

Non-current liabilities

Interest-bearing loans and borrowings 11 1,687.8 1,683.8

Finance lease commitments 20.8 25.6

Provisions 10.7 12.5

Retirement beneft obligation 108.0 123.0

Other fnancial liabilities 4.4 4.6

Deerred tax liabilities 408.9 342.6

Total non-current liabilities 2,240.6 2,192.1

Total liabilities 4,965.0 4,690.3

Shareholders’ equity

Share capital 12 615.9 555.2

Share premium 12 1,542.8 1,463.4

Translation reserve 5 22.9 22.1Retained earnings (213.6) (53.0)

Equity attributable to shareholders o the parent 1,968.0 1,987.7

Non-controlling interest 0.3 0.3

Total shareholders’ equity 1,968.3 1,988.0

Total liabilities and shareholders’ equity 6,933.3 6,678.3




Condensed Consolidated Statement o Cash Flowsor the six months ended June 30, 2010

For the six months ended June 30,

2010 2009 1)

(in millions o USD) Reviewed Reviewed

Cash fows rom operating activities 2)

Net (loss)/income (156.5) 193.7

Adjustment or:

Depreciation and amortization 167.8 140.6

Amortization o capitalized fnancing costs/accretion expenses 6.5 8.8

Income tax expense 51.3 22.1

Interest expense, net o interest income 68.5 53.0

Share-based payments 3.4 3.2

Share o loss rom associates 3.8 1.0

Impairment o fnancial assets available or sale and related loans – 2.3

Foreign exchange and other items (1.8) (5.2)

Net loss/(gain) on disposals o subsidiaries and other assets 4.1 (0.2)

Change in provisions and pensions (30.3) (24.3)

Changes in working capital

Change in trade and other receivables (61.5) 158.2

Change in inventories (68.0) (166.5)

Change in derivative fnancial instruments (4.4) (24.4)

Change in trade payables, other payables and accrued expenses 479.5 173.5

Cash generated rom operations 462.4 535.8Income tax paid, net o tax received (5.9) (26.0)

Interest received 0.4 0.7

Interest paid (68.7) (53.8)

Cash fows rom operating activities 388.2 456.7

Cash fows rom investing activities

Investment in property, plant and equipment/intangible assets 3) (175.3) (117.5)

Investment in associates (76.4) –

Disposals o subsidiaries, net o cash disposed 54.9 –

Disposals o assets, net o cash sold 0.4 1.5

Cash fows rom investing activities (196.4) (116.0)

Cash fows rom nancing activities

Proceeds rom issuance o share capital 4) 138.0 –

Share issue costs (5.3) –

Decrease on working capital acilities (163.1) (231.7)

Cash fows rom nancing activities (30.4) (231.7)

Net cash fows 161.4 109.0

Net oreign exchange dierences 2.4 4.5

Movement in cash and short-term deposits 163.8 113.5

Cash and short-term deposits as per January 1, 11.2 209.8

Cash and short-term deposits as per June 30, 175.0 323.3

1)

Certain prior period amounts have been reclassifed to conorm to current period presentation.2) The Condensed Consolidated Statement o Cash Flows includes cash ows rom discontinued operations. Cash ow inormation related to discontin-ued operations is disclosed in Note 4 “Discontinued Operations”.

3) Net o non-cash accruals.4) Includes proceeds rom private placement o shares and options exercised under the Equity Incentive Plan.




Condensed Consolidated Statement of Changesin Equity for the six months ended June 30, 2010

Attributable to equity holders of the parent

(in millions of USD)

Notes Share

capital

Share

premium

Translation

reserve

Retained

earnings

Total Non-

controlling

interest

Total equit y

Balance as at January 1, 2009 464.0 1,306.3 12 .9 204.1 1,987.3 0.3 1,987.6

Net income for the period – – – 193.7 193.7 – 193.7

Other comprehensive income – – 1.8 (0.2) 1.6 – 1.6

Total comprehensive income – – 1.8 193.5 195.3 – 195.3

Share-based payments – – – 3.2 3.2 – 3.2

Balance as at June 30, 2009

(reviewed)

464.0 1,306.3 14.7 400.8 2,185.8 0.3 2,186.1

Balance as at January 1, 2010 555.2 1,463.4 22.1 (53.0) 1,987.7 0.3 1,988.0

Net loss for the period – – – (156.5) (156.5) – (156.5)

Other comprehensive income – – 0.8 – 0.8 – 0.8

Total comprehensive income/

(loss)

– – 0.8 (156.5) (155.7) – (155.7)

Capital increase 12 59.2 77.4 – – 136.6 – 136.6

Share issue costs 12 – – – (5.6) (5.6) – (5.6)

Issuance of shares under share

option plan

12 1.5 2.0 – (1.9) 1.6 – 1.6

Share-based payments – – – 3.4 3.4 – 3.4

Balance as at June 30, 2010(reviewed)

615.9 1,542.8 22.9 (213.6) 1,968.0 0.3 1,968.3




Basis o Preparation1

Petroplus Holdings AG and its subsidiaries (the “Company”,

“Group”, “we”, “us” or “Petroplus”) Interim Condensed Con-

solidated Financial Statements or the six and three months

ended June 30, 2010 (“Interim Financial Statements”)

have been prepared in accordance with International Ac-

counting Standard (“IAS”) 34 Interim Financial Reporting

and are stated in USD. In management’s opinion, all ad-

justments necessary or a air presentation o the fnan-

cial position, results o operations and cash ows or the

interim periods have been made. These Interim Financial

Statements should be read in conjunction with the audited

Financial Statements included in the Petroplus Annual Report

2009.

Signifcant Accounting Policies2

In preparing the Interim Financial Statements, the accounting

principles and methods o computation applied are consistent

with those used in the Financial Statements as o December

31, 2009 and or the year then ended. As o January 1, 2010,the Company adopted the ollowing new, revised or amended

IAS/IFRS-Standards:

– IFRS 2 (Amended) Group cash-settled and share-based

payment transactions

– IFRS 3 (Revised) Business Combinations

– IAS 27 (Revised) Consolidated and Separate Financial State-

ments

– IAS 39 Financial Instruments: Recognition and Measurement

Eligible Hedged Items

– IFRIC 17 (Revised) Distributions o non-cash assets to owners

– IFRIC 18 Transers o Assets rom Customers

These new, revised or amended IAS/IFRS-Standards have

no signifcant impact on the Company’s Condensed Consoli-

dated Financial Statements.

Amendments resulting rom annual improvements to IFRS are

not expected to have a material impact on the Company’s Con-

densed Consolidated Financial Statements.

In the Company’s view, other amendments to the accounting

standards and interpretations that are not yet applicable will not

have a material impact on the accounting policies, fnancial posi-

tion or perormance o the Group.

Segment Inormation3

The Company has one reportable operating segment, refning.

Our refning segment includes refning and wholesale market-ing operations. Petroplus is an independent refning company

with no other operating activities. As such we manage oper-

ations on a consolidated basis. Additionally, the Company

does not generate fnancial inormation down to the net

income level or its refneries.

Operating Segment

For the six months ended June 30,

Refning Continuing Operations Discontinued Operations Total Company

(in millions o USD) 2010 2009 2010 2009 2010 2009 2010 2009

Total external revenue 9,889.4 6,602.1 9,889.4 6,602.1 12.2 721.6 9,901.6 7,323.7

Total revenue 9,889.4 6,602.1 9,889.4 6,602.1 12.2 721.6 9,901.6 7,323.7

Net (loss)/income (145.3) 202.7 (11.2) (9.0) (156.5) 193.7

For the three months ended June 30,

Refning Continuing Operations Discontinued Operations Total Company

(in millions o USD) 2010 2009 2010 2009 2010 2009 2010 2009

Total external revenue 4,915.9 3,631.4 4,915.9 3,631.4 – 327.6 4,915.9 3,959.0Total revenue 4,915.9 3,631.4 4,915.9 3,631.4 – 327.6 4,915.9 3 ,959.0

Net (loss)/income (118.9) 199.1 (0.2) 5.9 (119.1) 205.0

Notes to the Condensed ConsolidatedFinancial Statements




Discontinued Operations4

Disposal o the Antwerp Processing Facility

On October 23, 2009, the Company, through certain o its

subsidiaries, entered into a defnitive agreement with Eurotank

Belgium B.V., a wholly-owned subsidiary o Vitol Tank Ter-

minals International B.V., part o the Vitol Group o companies,

or the sale o Petroplus Refning Antwerp N.V. and Petroplus

Refning Antwerp Bitumen N.V. (the “Antwerp Processing Facil-

ity”). The disposal o the Antwerp Processing Facility is consist-

ent with the Company’s long-term policy to ocus on its core

refning business. The disposal was completed on January 12,

2010, on which date control o the Antwerp Processing Facility

passed over to the acquirer. Details o the assets and liabilities

disposed o and the calculation o the loss on disposal are

disclosed in Note 5 “Disposal o the Antwerp Processing Fa-

cility”.

Suspension o the Teesside Refnery Operations

The refnery operations at the Company’s Teesside acility

were suspended in November 2009 and the site is currently

transitioning into a marketing and storage acility. In conjunc-

tion with the ongoing transition, an additional provision o USD6.4 million or expected restructuring costs, primarily urther

employee redundancies and contract cancellation costs, was

recorded in the frst quarter 2010. The related expenses have

been included in the line item “Discontinued operations” in our

Condensed Consolidated Statement o Comprehensive In-

come or the six months ended June 30, 2010. The transition

is expected to be completed by the end o 2010.

Analysis o loss or the year rom discontinued operations

The combined results o the discontinued operations (i.e.

Antwerp Processing Facility and Teesside refning operations)

are set orth in the ollowing table. The comparative loss and

cash ows rom discontinued operations have been re-pre-

sented to include those operations classifed as discontinued

in the current period.

The net cash ows rom discontinued operations are as

ollows:

The loss rom discontinued operations is analyzed as ollows:

(in millions o USD)

Hal-Year

2010

Hal-Year

2009

Results rom discontinued

operations

Revenue 12.2 721.6

Materials cost (10.3) (665.5)

Gross margin 1.9 56.1

Personnel expenses (0.3) (16.4)

Operating expenses (1.3) (31.9)

Depreciation and amortization (0.6) (12.9)

Restructuring expenses (6.4) –

Other administrat ive expenses (0.4) (0.9)

Operating loss (7.1) (6.0)

Financial expense, net – 0.1

Loss beore income taxes (7.1) (5.9)

Income tax expense (0.8) (3.1)

Results rom discontinued

operations

(7.9) (9.0)

Loss on sale o discontinued

operations

(3.3) –

Total loss rom discontinued

operations

(11.2) (9.0)

Earnings per share rom

discontinued operations (in USD)

Hal-Year2010

Hal-Year2009

Earnings per share – basic (0.13) (0.12)

Earnings per share – diluted (0.13) (0.11)

(in millions o USD)

Hal-Year2010

Hal-Year2009

Cash ows rom operating activities (18.8) 2.8

Cash ows rom investing activities 54.8 (2.9)

Cash ows rom fnancing activities – –

Net cash fows 36.0 (0.1)




Trade Receivables9

On June 8, 2009, one o the Company’s subsidiaries entered

into an uncommitted actoring agreement o up to approxi-

mately USD 250 million resulting in the sale o some o the

Company’s oil major receivables (the “Factoring Agreement”).

The Factoring Agreement is available, subject to certain oil

major receivables being eligible or sale. The eligible receiv-

ables are sold at their nominal value less the bank’s unding

rate plus a margin below that o the Revolving Credit Facility.

As o June 30, 2010, the Company utilized USD 187.9 million

against this acility.

Property, Plant and Equipment/Intangible10 Assets

During the six months ended June 30, 2010 and 2009, the

Company spent USD 125.3 million and USD 95.1 million, re-

spectively, on additions to property, plant and equipment/in-

tangible assets.

The Company has purchase commitments at June 30, 2010 o USD 6.8 million or property, plant and equipment.

Interest-Bearing Loans and Borrowings11

Current

Revolving Credit Facility (“RCF”)

Certain o our subsid iaries are part y to a USD 1.05 billion com-

mitted multicurrency secured revolving credit acility agree-

ment dated October 16, 2009. The Company also has access

to signifcant uncommitted lines rom committed banks, pro-

viding increased liquidity on an as needed basis. As o June

30, 2010, the Company had additional uncommitted lines un-

der the RCF o USD 1.06 billion, bringing the total size o the

RCF to USD 2.11 billion.

There were no outstanding cash borrowings under the RCF as

o June 30, 2010. The capitalized deal ees under the RCF o

USD 11.4 million are presented as “Other fnancial assets” in

the Condensed Statement o Financial Position. The capital-

ized fnancing costs are amortized over three years.

Non-current

Senior Note USD 600 million, 6.75 % due 2014 & Senior Note

USD 600 million, 7 % due 2017 & Senior Note USD 400 million,

9.375 % due 2019

On May 1, 2007, Petroplus Finance Ltd., a subsidiary o the

Company, issued USD 600 million, 6.75 % senior notes due

2014 and USD 600 mill ion, 7 % senior notes due 2017. The

coupon is payable semi-annually on May 1 and November 1.

On September 17, 2009, Petroplus Finance Ltd. issued USD

400.0 million senior notes due 2019 at an issue price o 98.42 %

giving a yield o 9.625 %. The coupon is payable semi-annually

on March 15 and September 15, beginning March 15, 2010.

Convertible Bond USD 150 million, 4.0 % due 2015

On October 16, 2009, Petroplus Finance Ltd. issued USD

150.0 million in guaranteed senior secured convertible bonds

due 2015. The debt is guaranteed by the Company as well

as by certain o its subsidiaries. Each bond in the principal

amount o USD 100,000 is convertible into common shares o

the Company at an initial conversion price o CHF 30.61 per

share with a fxed exchange rate on conversion o USD/CHF

1.0469 at the option o the bondholder at any time on or a terNovember 26, 2009 until October 9, 2015.




Shareholders’ Equity12

Capital Increase

During May 2010, the Company completed a private place-

ment whereby the Company issued 8.65 million new regis-

tered shares rom existing authorized capital. The shares were

sold at a price o CHF 17.50. The frst trading day o the new

shares was May 7, 2010. The gross proceeds as o June 30,

2010 amounted to USD 136.4 million, net o a realized oreign

exchange loss o USD 0.2 million, excluding estimated share

issue costs o approximately USD 5.6 million (USD 5.2 million

paid as o June 30, 2010). The proceeds will be used to und

the Company’s portion o PBF’s acquisition o the Delaware

City Refnery and uture investments in PBF.

The outstanding share capital as o June 30, 2010 amounts

to USD 615.9 million (CHF 721.6 million), comprised o

95,194,557 shares which include new shares created out o

the conditional share capital during the frst hal-year 2010 due

to the exercise o options granted under the Equity Participa-

tion Plan and the Equity Incentive Plan.

Authorized Share Capital

At the ordinary shareholders’ meeting held on May 5, 2010,

the Board o Directors received shareholder authorization to

increase the share capital o the Company. Additional autho-

rized capital may be raised at any time until May 5, 2012 by a

maximum amount o CHF 189.5 million by issuing a maximum

o 25,000,000 ully paid shares with a nominal value o CHF

7.58 each. The Board o Directors is entitled to issue these

shares by means o a frm underwriting or in partial amounts.

The outstanding authorized share capital as o June 30, 2010,

ater the above mentioned share capital increase, amounts to

USD 217.5 million (CHF 254.8 million), comprised o 33,615,057

shares.

Share Capitalin millions o USD

Share Capitalin millions o CHF

Numbero shares

Nominal valueper share in CHF

Issued share capital 615.9 721.6 95,194,557 7.58

Authorized share capital 217.5 254.8 33,615,057 7.58

Conditional share capital 188.5 220.8 29,132,401 7.58

Conditional Share Capital

At the ordinary shareholders’ meeting held on May 5, 2010,

the Board o Directors received shareholder authorization to

increase the share capital o the Company. Additional con-

ditional capital may be raised at any time by a maximum

amount o CHF 113.7 million by issuing up to 15,000,000 ully

paid registered shares with a nominal value o CHF 7.58 each.

The outstanding conditional share capital at June 30, 2010

amounts to USD 188.5 million (CHF 220.8 million), comprising

o 29,132,401 shares.

Other Activities13

Evaluation o Strategic Alternatives or the Reichstett Refnery

On April 1, 2010, the Company announced that it is evaluat-

ing strategic alternatives at its Reichstett Refnery including the

potential sale o the refnery. During this process, the Company

plans to operate the refnery and make the necessary invest-

ments required or compliance with environmental, health and

saety standards. The Company’s frst priority in evaluating

strategic alternatives or the site is to explore all opportuni-

ties in an eort to keep the refnery operational. The sales and

evaluation process is expected to be completed by the end o

2010. I there is no potential buyer at that time, the Company

will decide whether to continue to run the refnery or imple-

ment a shutdown.

Coryton Refnery Restructuring

During the frst quarter o 2010, the Company commenced

a plan to reduce operating expenses by reorganizing and

streamlining its Coryton Refnery operations. The plan in-

cludes the reduction o certain third party contractors and

own employee positions. The plan will be fnalized during

the course o 2010. The cost o the program is not expected

to be signifcant.




Subsequent Events14

Repayment o Nominal Share Capital

At the ordinary shareholders’ meeting o the Company which

took place on May 5, 2010, the shareholders resolved to re-

duce the share capital by CHF 0.10 per share. The entry o the

share capital reduction in the commercial register took place

on July 15, 2010 and the repayment o CHF 0.10 per registered

share was paid to shareholders on July 26, 2010.

Authorization o Interim15Financial Statements

These Interim Financial Statements have been authorized or

issue by the Board o D irectors on August 3, 2010.




Review Report o the Auditor



Contact InormationRegistered oce

Petroplus Holdings AG

Industriestrasse 24

6300 Zug

Switzerland

Phone +41 58 580 11 00

Fax +41 58 580 13 99

For urther inormation regarding

Petroplus please contact

Petroplus Holdings AG

Investor Relations

Phone +41 58 580 11 66

Fax +41 58 580 13 87

E-mail [email protected]

Petroplus on the Internet

www.petroplusholdings.com

The report is available online at www.petroplusholdings.com.

Publisher: Petroplus Holdings AG, Zug, SwitzerlandRealization, production and print:

Victor Hotz AG, Corporate Publishing & Print,Steinhausen, Switzerland

© Petroplus Holdings AG, 2010

petroplus 2q10 results report

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