UNIPETROL, a.s. Half-year Report 2014

Transkript

1 Half-year Report 2014 Publication date: 23 July 2014

2 Content Business activities and financial results in the first half of Key financial and non-financial data... 3 Introduction... 5 Refining segment... 5 Petrochemical segment... 6 Retail segment... 7 CAPEX, cash flow and financial gearing... 7 Expected development of business activities in the second half of Information about the persons responsible for the Half-year Report Financial statements UNIPETROL, a.s. Half-year Report /12

3 Business activities and financial results in the first half of 2014 Key financial and non-financial data Profitability numbers: CZK m 1H H 2014 Revenues 49,486 61,249 Gross profit 1,005 2,070 EBITDA LIFO 1,101-1,819 EBITDA 539-1,814 EBIT LIFO -96-3,077 EBIT ,072 Refining segment EBITDA LIFO ,895 EBITDA ,852 EBIT LIFO ,191 EBIT -1,096-4,147 Petrochemical segment EBITDA LIFO 1,410 1,853 EBITDA 1,207 1,815 EBIT LIFO 662 1,092 EBIT 459 1,054 Retail segment EBITDA LIFO EBITDA EBIT LIFO EBIT Corporate functions EBITDA -2 4 EBIT Net finance income (costs) Profit before tax ,424 Tax expense Net profit (loss) ,553 EPS (in CZK) UNIPETROL, a.s. Half-year Report /12

4 Cash flow, CAPEX and financial gearing: CZK m 1H H 2014 Operating cash flow -3,126-2,952 CAPEX Free cash flow -3,457-4,242 Net working capital 8,522 10,765 Net debt 3,345 5,727 Financial gearing 11.4% 22.1% Sales volumes: 1H H 2014 Refining products, including retail, kt 1,553 2,044 Diesel, including retail (Benzina) 836 1,101 Gasoline, including retail (Benzina) JET LPG Fuel oils Naphtha 5 7 Bitumen Lubricants Rest of refining products H H 2014 Petrochemical products, kt Ethylene Benzene Propylene Urea 5 0 Ammonia C4 fraction Butadien Polyethylene Polypropylene Rest of petrochemical products UNIPETROL, a.s. Half-year Report /12

5 Introduction Downstream macro environment continued to be challenging for Unipetrol during first six months of 2014 (1H2014). Although GDP of Czech and Euro area economy increased in 1Q2014 by 2.9% and 0.9% y/y respectively (second quarter data not yet available on publication date), external market environment in the refining segment further worsened in 1H2014 y/y as the model refining margin declined by 77% y/y to 0.4 USD/bbl in 1H2014. Hence, results of refining segment remained weak with a loss on EBITDA LIFO level, which was partially compensated by better results of petrochemical and retail segment in comparison with 1H2013. Unipetrol therefore continued with internal optimization measures (Operational Excellence Initiatives) with the clear aim to offset as much of the negative impacts of external macro environment in the refining segment as possible. Revenues increased by 24% y/y from CZK 49.5bn in 1H2013 to CZK 61.2bn in 1H2014. The increase was driven mainly by operation of higher refining capacity from February upon successful completion of the acquisition of Shell s stake in Česká rafinérská, which boosted refining sales volumes by a wide margin. Revenues were also positively influenced by a significant increase of petrochemical sales volumes and by weaker CZK vis-à-vis EUR and USD by 7% and 2% y/y respectively. Operating profit EBITDA LIFO (operating profit before interest, taxes, depreciation and amortization on LIFO basis) declined significantly from CZK 1,101m in 1H2013 to CZK -1,819m in 1H2014 due to recognition of impairment allowance to refining segment assets in the amount of CZK 4,721m. Correspondingly, EBITDA declined from CZK 539m to CZK -1,814m and EBIT declined from CZK -658m to CZK -3,072m. If operating profit lines (EBITDA, EBIT) were adjusted for the impairment, and a positive impact of the gain on acquisition of Shell s stake in Česká rafinérská in the amount of CZK 1,186m, operating profitability would be slightly better in 1H2014 in y/y comparison (adjusted EBITDA LIFO CZK 1,716m in 1H2014), driven by higher sales volumes y/y across all business segments (refining, petrochemicals and retail). Net loss widened y/y from CZK -576m in 1H2013 to CZK -2,553m in 1H2014. Renewable surcharges in the Czech Republic (POZE) slightly declined by CZK 26m y/y, however still presenting a big financial burden for Unipetrol overall in the amount of CZK 311m in 1H2014. Refining segment Refining segment profitability deteriorated in 1H2014 y/y. EBITDA LIFO declined from CZK -495m in 1H2013 to CZK -3,895m in 1H2014. This deterioration was driven by the fact that impairment allowance of refining segment assets in the amount CZK 4,721m was recognized in 1H2014, which was based on impairment test carried out as of 30 June 2014 triggered by existence of both internal and external indicators as of 30 June EBITDA LIFO in 1H2014 includes also gain on acquisition of CZK 1,186m, recognized as of 31 March 2014 in relation to the completion of the purchase of Shell s % stake in Česká rafinérská on 31 January 2014, stemming from the UNIPETROL, a.s. Half-year Report /12

6 purchase price of USD 27.2m being significantly below fair value of net assets acquired as of 31 March EBITDA LIFO in 1H2014 adjusted for these two one-off items was CZK -361m, i.e. comparable level to CZK -495m in 1H2013. External macro environment further deteriorated y/y in 1H2014 compared with 1H2013 as model refining margin declined by 77% y/y from 1.7 USD/bbl in 1H2013 to 0.4 USD/bbl in 1H2014. Decline was driven by 16% decline of diesel spread from 118 USD/bbl to 99 USD/bbl in 1H2014 and 11% decline of gasoline spread from 186 USD/bbl to 166 USD/bbl in 1H2014. Negative development of refining margins was slightly compensated by increase of Brent-Ural differential by 44% y/y from 1.2 USD/bbl in 1H2013 to 1.8 USD/bbl in 1H2014. Sales volumes, including retail sales of Benzina filling stations network, increased profoundly by 32% y/y from 1,553 kt in 1H2013 to 2,044 kt in 1H2014, which was driven by higher refining capacity from February 2014 upon successful completion of the purchase of Shell s stake in Česká rafinérská. Unipetrol s refining capacity increased from 4.5 mt/y to 5.9 mt/y. Sales volumes like-forlike increased as well thanks to moderate economic recovery and production without limitation compared with 1H2013. On 31 January 2014 UNIPETROL RPA, s.r.o. ( UNIPETROL RPA ), 100% owned subsidiary of UNIPETROL, a.s., signed a product supply agreement with Shell Czech Republic a.s. ( Shell Czech Republic ) based on which UNIPETROL RPA will be supplying fuels to Shell Czech Republic. Agreement is signed for the period of up to five years with a monetary value of up to approximately CZK 44 bn, based on the fuels quotations and CZK/USD exchange rate as of 31 January 2014 and depending on the actual duration of the agreement. Shell Czech Republic has been granted option rights to gradually reduce fuel off-takes from UNIPETROL RPA starting from On 28 March 2014 UNIPETROL RPA, s.r.o. and PKN ORLEN S.A. signed an annex ( Annex ) to the crude oil supplies agreement, which provides monthly increase of crude oil deliveries to UNIPETROL RPA, s.r.o. by 50 thousand tons of REBCO crude oil. The Annex is valid from 1 April 2014 to 30 June 2016 and secures additional Unipetrol s needs for crude oil deliveries in relation with Unipetrol s ownership rights in ČESKÁ RAFINÉRSKÁ, a.s. (67.555% shareholding). This Annex followed on the annex, signed on 28 March 2014, to the agreement between PKN ORLEN S.A. and Rosneft Oil Company dated 21 June 2013 for REBCO crude oil deliveries to UNIPETROL RPA, s.r.o. Petrochemical segment Petrochemical segment profitability improved in 1H2014 y/y. EBITDA LIFO increased from CZK 1,410m in 1H2013 to CZK 1,853m in 1H2014. Improvement was driven by significant increase of sales volumes by 12% y/y from 792 kt in 1H2013 to 885 kt in 1H2014, thanks to higher utilization of the steam-cracker and polyolefin units, more stable crude oil price implying more stable market demand, additionally season started earlier in some polyolefin segments thanks to UNIPETROL, a.s. Half-year Report /12

7 milder winter (construction, agriculture). Favorable GDP dynamics of the Czech and Euro area economy supported sales volumes as well. Worth mentioning are also floods in the Czech Republic in June 2013 which negatively impacted ammonia sales, representing additional positive factor for y/y comparison in 1H2014. Model combined petrochemical margin maintained stable and solid level (631 EUR/ton in 1H2013 vs 638 EUR/ton in 1H2014). However model olefin (steam-cracker) margin declined by 6% y/y from 389 EUR/ton in 1H2013 to 367 EUR/ton in 1H2014, negatively impacting profitability of steam-cracker products (olefins such as ethylene). On the contrary, model polyolefin margin increased by 12% y/y from 242 EUR/ton in 1H2013 to 271 EUR/ton in 1H2014, supporting profitability of polyethylene and polypropylene. FX development had a positive impact on the results of petrochemical segment as EUR appreciated vis-à-vis CZK and USD. Unplanned steam-cracker shutdown in May which lasted 3 days had negative impact of CZK 39m. Retail segment Retail segment profitability slightly improved in 1H2014 y/y. EBITDA LIFO increased from CZK 188m in 1H2013 to CZK 220m in 1H2014. Fuel sales volumes increased significantly in 1H2014 y/y, both diesel and gasoline, supported by positive GDP dynamics of the Czech economy, milder winter in January and February 2014 compared with 2013 and the new antifraud legislation valid from October Higher diesel sales were also supported by higher demand from transit traffic due to weaker CZK against EUR. On the other hand, fuel margins had negative impact y/y driven by higher competition on the Czech market in 1H2014, particularly regarding gasoline in Prague and its surroundings. Benzina market share increased by 0.8 percentage point y/y from 14.1% in 1H2013 to 14.9% in 1H2014. Non-fuel sales of Benzina were stronger in 1H2014 y/y driven by better gastro, Stop Cafe bistros, and shop results thanks to positive GDP dynamics of the Czech economy. CAPEX, cash flow and financial gearing CAPEX increased to CZK 673m in 1H2014 compared with CZK 591m in 1H2013. The main investment projects realized in 1H2014 within refining segment were siding safeguarding appliance and reconstruction of oil drainage system in Kralupy refinery, within petrochemical segment expenditures on the new advanced research and education center UniCRE currently under construction in Litvínov and reconstruction of pyrolysis furnace BA-101, and within retail segment small projects focused on modernization and reconstruction of Benzina filling stations. Operating cash flow was negative in 1H2014 at CZK -2,952m compared with CZK -3,126m in 1H2013. Negative operating cash flow in 1H2014 was driven by increase of net working capital via UNIPETROL, a.s. Half-year Report /12

8 increase of receivables and inventories. Investing cash flow was negative in 1H2014 at CZK - 1,290m compared with CZK -331m in 1H2013. Deterioration of investing cash flow was driven by settlement of acquisition of Shell s stake in Česká rafinérská for CZK 547m. That is why free cash flow, defined as the sum of operating and investing cash flow, deteriorated y/y from CZK -3,457m in 1H2013 to CZK -4,242m in 1H2014. Due to negative free cash flow Unipetrol increased usage of external financing sources, higher financing cash flow y/y, which caused a higher net debt level, including cash pool liabilities, from CZK 3,345m in 1H2013 to CZK 5,727m in 1H2014. Financial gearing ratio, defined as the ratio of net debt and equity less hedging reserve, increased correspondingly as well from 11.4% in 1H2013 to 22.1% in 1H2014. Unipetrol received a second tranche of CZK 2bn within the new mid-term loan from PKN ORLEN on 24 January First tranche of CZK 2bn was received on 17 December The purpose of the CZK 4bn loan with a 3-year maturity is the diversification of Unipetrol s funding sources and extension of maturity. UNIPETROL, a.s. Half-year Report /12

9 Expected development of business activities in the second half of 2014 Czech GDP increased by 2.9% y/y in 1Q2014, expectations for 2Q2014 predict ca 2.4% growth y/y (Czech Statistical Office data not yet available as of Half-year report 2014 publication), and similar dynamics is predicted also for 2H2014. According to Czech Statistical Office data, business confidence in the Czech economy was highest in June 2014 since middle of 2011 and consumer confidence was on the high level as well, which paints a cautiously optimistic outlook for 2H2014. Brent crude oil price was quite stable around 110 USD/bbl during 1H2014 which supported stable market demand, especially for polyolefins. Similar stability will be hopefully maintained also during 2H2014. Refining macro environment was extremely challenging during 1H2014 as model refining margin achieved worse levels than in 1H2013 and was even below the lower bound of the long-term range of the years This was driven mainly by very weak diesel spread, with average of 99 USD/t in 1H2014. It is yet to be seen if 2H2014 brings any meaningful improvement in this regards. No big turnaround of Unipetrol s refineries is planned for 2H2014, in comparison with Kralupy refinery turnaround in 2H2013 within 4-year cycle. On 3 July 2014 Unipetrol exercised its pre-emptive right and accepted the offer from Eni International B.V. ( Eni ), based on which Unipetrol will acquire from Eni 303,301 shares of ČESKÁ RAFINÉRSKÁ, a.s. ( Česká rafinérská ) amounting to % of the Česká rafinérská s share capital ( Transaction ). The acquisition price for the shares in the amount of EUR 30 million, subject to additional adjustments before Transaction completion, will be financed from own financial sources of Unipetrol which currently owns % of the Česká rafinérská s share capital. After completion of the Transaction expected by the end of 2014, subject to obtaining relevant merger clearances, Unipetrol will become a sole shareholder of Česká rafinérská with % shareholding interest of the share capital. Transaction is an opportunistic acquisition with the aim to gain full control over Česká rafinérská, be a sole decision-maker regarding capital investments, perform deeper restructuring of the company, further increase security of petrochemical feedstock supplies for continuation of Unipetrol s petrochemical business development, as well as strengthen long-term presence of Unipetrol Group on the Czech market. Petrochemical segment recorded very good results in 1H2014. Important profitability factor to follow in 2H2014 will be olefin (steam-cracker) margin which witnessed a strong declining trend during 1H2014 with a significant negative impact on 1H2014 results. As regards retail segment, the key profitability factor to follow during 2H2014 will be unit fuel margins. These were lower compared to expectations especially at the end of 1H2014, driven by stronger competition, especially in Prague and surroundings, mainly in terms of gasoline. As regards capital expenditures in 2H2014, refining segment will invest into obligatory and environmental projects in Kralupy refinery which already started earlier, such as waste water treatment plant and reconstruction of oil drainage system. Petrochemical segment will focus on the continuation of three major projects: a) T700 revamp, a project related to the modernization and UNIPETROL, a.s. Half-year Report /12

10 reconstruction of the T700 power plant in Litvínov Chempark Záluží in order to meet the limits set by authorities; b) PE3 (new polyethylene unit); and c) UniCRE in Litvínov (Unipetrol Centre for Research and Education). Within the regulatory refurbishment program of the steam-cracker, a reconstruction of pyrolysis furnace BA-103 is planned for 2H2014. Within retail segment, Benzina will focus on modernization of old filling stations. Group management will continue to be focused on sales performance and preserving stable financial position, both in terms of liquidity and financial gearing. Execution of internal efficiency initiatives (Operational Excellence) is continuing across the whole Group, with the clear aim to offset as much of the negative impacts of external downstream environment as possible, particularly in refining segment. UNIPETROL, a.s. Half-year Report /12

11 Information about the persons responsible for the Half-year Report 2014 Marek Świtajewski, Unipetrol s Chairman of the Board of Directors and Chief Executive Officer, and Mirosław Kastelik, Unipetrol s Member of the Board of Directors and Chief Financial Officer, hereby represent that, to their best knowledge, the Half-year Report and the Consolidated and Non-consolidated financial statements as of 30 June 2014 present, in all aspects, a true and fair image of the financial standing, business, and results of the issuer and its consolidated group for the first half of 2014, as well as of the future outlook for the financial standing, business, and results. Marek Świtajewski Chairman of the Board of Directors and Chief Executive Officer Mirosław Kastelik Member of the Board of Directors and Chief Financial Officer UNIPETROL, a.s. Half-year Report /12

12 Financial statements Consolidated financial statements as of 30 June 2014 with notes. Non-consolidated financial statements as of 30 June UNIPETROL, a.s. Half-year Report /12

13 CONSOLIDATED REPORT PREPARED IN ACCORDANCE WITH INTERNATIONAL FINANCIAL REPORTING STANDARDS AS ADOPTED BY THE EUROPEAN UNION FOR THE II QUARTER 2014

14 CONSOLIDATED REPORT FOR THE II QUARTER 2014 Index A. INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS PREPARED IN ACCORDANCE WITH INTERNATIONAL FINANCIAL REPORTING STANDARDS AS ADOPTED BY THE EUROPEAN UNION... 4 Consolidated statement of financial position... 4 Consolidated statement of profit or loss and other comprehensive income... 5 Consolidated statement of cash flows... 6 Consolidated statement of changes in equity... 7 NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The parent company and structure of the consolidated group Basis of preparation and significant accounting policies Changes in disclosure of comparative period Segment reporting Other notes Acquisition of additional stake in ČESKÁ RAFINÉRSKÁ, a.s Other financial assets Loans, borrowings and debt securities Provisions Other financial liabilities Revenues Operating expenses Write down of inventories to net realisable value Impairment allowances on assets Other operating income and expenses Finance income and finance costs Tax expense Methods applied in determing fair values of financial instruments and non-financial assets recognized in the consolidated statement of financial position at fair value (fair value hierarchy) Finance lease payments Future liabilities resulting from signed investment contract Retained earnings and dividends Contingent liabilities Court proceedings and claims Guarantees Related parties Significant post balance sheet events B. INTERIM CONDENSED NON-CONSOLIDATED FINANCIAL STATEMENTS PREPARED IN ACCORDANCE WITH INTERNATIONAL FINANCIAL REPORTING STANDARDS AS ADOPTED BY THE EUROPEAN UNION Non-consolidated statement of financial position Non-consolidated statement of profit or loss and other comprehensive income Non-consolidated statement of cash flows Non-consolidated statement of changes in consolidated equity... 25

15 UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE 6 AND 3 MONTH PERIOD ENDED 30 JUNE 2014 PREPARED IN ACCORDANCE WITH INTERNATIONAL FINANCIAL REPORTING STANDARDS AS ADOPTED BY THE EUROPEAN UNION

16 CONSOLIDATED REPORT FOR THE II QUARTER 2014 (in thousands of CZK) A. INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS PREPARED IN ACCORDANCE WITH INTERNATIONAL FINANCIAL REPORTING STANDARDS AS ADOPTED BY THE EUROPEAN UNION Consolidated statement of financial position ASSETS NOTE (unaudited) 31/12/2013 (audited) Non-current assets Property, plant and equipment Investment property Intangible assets Financial assets available for sale Deferred tax assets Other non-current assets Current assets Inventories Trade and other receivables Other financial assets Current tax receivables Cash and cash equivalents Total assets EQUITY AND LIABILITIES EQUITY Share capital Statutory reserves Hedging reserve ( ) ( ) Revaluation reserve Foreign exchange differences on subsidiaries from consolidation Retained earnings Total equity attributable to equity owners of the parent Non-controlling interest (10 549) (8 913) Total equity LIABILITIES Non-current liabilities Loans, borrowings and debt securities Provisions Deferred tax liabilities Other non-current liabilities Current liabilities Trade and other liabilities Loans, borrowings and debt securities Current tax liabilities Provisions Deferred income Other financial liabilities Total liabilities Total equity and liabilities The consolidated financial statements are to be read in conjunction with the notes forming part of the consolidated financial statements set out on pages

17 CONSOLIDATED REPORT FOR THE II QUARTER 2014 (in thousands of CZK) Consolidated statement of profit or loss and other comprehensive income NOTE FOR 6 MONTHS ENDED (unaudited) FOR 3 MONTHS ENDED (unaudited) FOR 6 MONTHS ENDED 30/06/2013 (unaudited) FOR 3 MONTHS ENDED 30/06/2013 (unaudited) Statement of profit or loss Revenues Cost of sales 5.7. ( ) ( ) ( ) ( ) Gross profit on sales Distribution expenses ( ) ( ) ( ) ( ) Administrative expenses ( ) ( ) ( ) ( ) Other operating income Other operating expenses ( ) ( ) ( ) ( ) Loss from operations ( ) ( ) ( ) ( ) Finance income Finance costs ( ) ( ) ( ) ( ) Net finance income (costs) ( ) ( ) (1 721) Loss before tax ( ) ( ) ( ) ( ) Tax expense Net loss ( ) ( ) ( ) ( ) Other comprehensive income items which will be reclassified into profit or loss under certain conditions Hedging instruments (69 351) (54 388) (9 388) Foreign exchange differences on subsidiaries from consolidation Other - - (3) (3) Deferred tax (16 222) (55 855) (28 358) Total net comprehensive income ( ) ( ) ( ) ( ) Net profit/(loss) attributable to ( ) ( ) ( ) ( ) equity owners of the parent ( ) ( ) ( ) ( ) non-controlling interest (1 636) (195) (1 020) (2 067) Total comprehensive income attributable to ( ) ( ) ( ) ( ) equity owners of the parent ( ) ( ) ( ) ( ) non-controlling interest (1 636) (195) (1 020) (2 067) Net profit/(loss) and diluted net profit/(loss) per share attributable to equity owners of the parent (in CZK per share) (14,07) (19,24) (3,18) (2,36) The consolidated financial statements are to be read in conjunction with the notes forming part of the consolidated financial statements set out on pages

18 CONSOLIDATED REPORT FOR THE II QUARTER 2014 (in thousands of CZK) Consolidated statement of cash flows Cash flows - operating activities FOR 6 MONTHS ENDED (unaudited) FOR 3 MONTHS ENDED (unaudited) FOR 6 MONTHS ENDED 30/06/2013 (unaudited, restated*) FOR 3 MONTHS ENDED 30/06/2013 (unaudited, restated*) Net loss ( ) ( ) ( ) ( ) Adjustments for: Depreciation and amortisation Foreign exchange (gain)/loss (145) (975) (134) (528) Interest and dividends, net (Profit)/Loss on investing activities ( ) (60 368) Change in provisions Tax expense ( ) ( ) (83 352) (68 029) Income tax (paid) (83 583) (39 284) (90 751) (52 951) Gain on bargain purchase ( ) Other adjustments ( ) ( ) ( ) Change in working capital ( ) ( ) inventories ( ) (45 866) (70 288) receivables ( ) ( ) ( ) ( ) liabilities ( ) Net cash provided by/(used in) operating activities ( ) ( ) Cash flows - investing activities Acquisition of property, plant and equipment and intangible assets ( ) ( ) ( ) ( ) Disposal of property, plant and equipment and intangible assets Acquisition of share in Česká rafinérská ( ) Cash acquired in acquisition of share in Česká rafinérská Settlement of financial derivatives (61 013) Proceeds/(Outflows) from loans granted (504) Other (26 415) (19 554) (10 883) Net cash used in investing activities ( ) ( ) ( ) (6 001) Cash flows - financing activities Proceeds/(Outflows) from loans and borrowings ( ) Proceeds/(Outflows) from cash pool liabilities ( ) ( ) Interest paid (43 027) (28 001) (23 133) (4 402) Payments of liabilities under finance lease agreements (778) (471) (2 627) (1 113) Dividends paid to non-controlling shareholders (43) Other (179) Net cash provided by/(used in) financing activities ( ) ( ) Net increase/(decrease) in cash and cash equivalents ( ) ( ) ( ) ( ) Effect of exchange rate changes Cash and cash equivalents, beginning of the period Cash and cash equivalents, end of the period The consolidated financial statements are to be read in conjunction with the notes forming part of the consolidated financial statements set out on pages * Changes in disclosure of comparative period are described in Note 3. 6

19 CONSOLIDATED REPORT FOR THE II QUARTER 2014 (in thousands of CZK) Consolidated statement of changes in equity (unaudited) Share capital and share premium Statutory reserves Equity attributable to equity owners of the parent Hedging reserve Foreign exchange differences on subsidiaries from consolidation Revaluation reserve Retained earnings Total Noncontrolling interest Total equity 1 January ( ) (8 913) Net loss ( ) ( ) (1 636) ( ) Items of other comprehensive income Total net comprehensive income ( ) ( ) (1 636) ( ) Allocation of profit (58 734) June ( ) (10 549) (unaudited) 1 January (16 510) (9 644) (7 031) Net loss ( ) ( ) (1 020) ( ) Items of other comprehensive income - 64 (44 054) (47 275) (28 358) - (28 358) Total net comprehensive income - 64 (44 054) (47 275) ( ) ( ) (1 020) ( ) Allocation of profit (50 668) June (60 564) (8 051) The consolidated financial statements are to be read in conjunction with the notes forming part of the consolidated financial statements set out on pages

20 CONSOLIDATED REPORT FOR THE II QUARTER 2014 (in thousands of CZK) NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 1. THE PARENT COMPANY AND STRUCTURE OF THE CONSOLIDATED GROUP Establishment of the parent company UNIPETROL, a.s. (the Company, parent, parent company ) is a joint stock company established by the National Property Fund of the Czech Republic by a foundation agreement dated 27 December The Company was registered in the Register of Companies at the Regional Commercial Court in Prague on 17 February The Company is listed and registered on the Prague Stock Exchange. Identification number of the Company Registered office of the Company UNIPETROL, a.s. Na Pankráci Praha 4 Czech Republic Principal activities The Company operates as a holding company covering and administering a group of companies (hereinafter the Group ). The principal business activities of the Group include oil and petroleum products processing, production of commodity chemicals, polymer materials, mineral lubricants, plastic lubricants, road and insulation bitumen, special refinery and petrochemical products. Furthermore, the Group is engaged in the distribution of fuels and operation of gas stations. In addition to these principal activities, the Group is engaged in other activities that are necessary to support the principal activities, such as production, distribution and sale of heat and electricity, operation of railway tracks and railway transportation, advisory services relating to research and development, environmental protection, software and hardware advisory services and other services. Ownership structure The shareholders as at 30 June 2014 are as follows: POLSKI KONCERN NAFTOWY ORLEN S.A. 63 % Investment funds and other minority shareholders 37 % Consolidated group structure The subsidiaries and jointly controlled entities forming the consolidated group of UNIPETROL, a.s., and the parent company s interest in the capital of subsidiaries and jointly controlled entities held either directly by the parent company or indirectly by the consolidated subsidiaries and allocation of subsidiaries into the operating segments is presented in the consolidated financial statements of the Group as at and for the year ended 31 December There were no changes in the structure of the Group in the period ended at 30 June 2014 except the issue mentioned below. On 31 January 2014 UNIPETROL, a.s. acquired from Shell Overseas Investments B.V shares of ČESKÁ RAFINÉRSKÁ, a.s. amounting to 16,335% of the Česká rafinérská s share capital. As a result of the transaction Unipetrol s stake on the Česká rafinérská s share capital has increased from 51,22% to 67,555%. Statutory and supervisory bodies Members of the statutory and supervisory bodies as at 30 June 2014 were as follows: Position Name Board of Directors Chairman Marek Świtajewski Vice-chairman Piotr Wielowieyski Member Martin Durčák Member Mirosław Kastelik Member Andrzej Kozłowski Member Lukasz Piotrowski Supervisory Board Chairman Dariusz Krawiec Vice-chairman Ivan Kočárník Vice-chairman Sławomir Jędrzejczyk Member Piotr Kearney Member Zdeněk Černý Member Krystian Pater Member Rafał Sekuła Member Piotr Chełminski Member Bogdan Dzudzewicz Changes in the board of directors in the six month period ended at 30 June 2014 were as follows: Position Name Change Date of change Member Artur Paździor Resigned 30 April 2014 Member Lukasz Piotrowski Elected into the office 11 June 2014 Changes in the supervisory board during the year 2014 were as follows: Position Name Change Date of change Member Piotr Kearney Re-elected into the office 01 July 2014 Member Sławomir Jędrzejczyk Re-elected into the office 01 July 2014 Member Dariusz Krawiec Re-elected into the office 01 July

21 CONSOLIDATED REPORT FOR THE II QUARTER 2014 (in thousands of CZK) 2. BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES A Statement of compliance and general principles of preparation The consolidated financial statements of the Company for the period ended at 30 June 2014 comprise the Company and its subsidiaries (together referred as the Group ) and the Group s interest in jointly controlled entities. These condensed consolidated interim financial statements have been prepared in accordance with International Financial Reporting Standard (IFRS) IAS 34 Interim Financial Reporting. They do not include all of the information required for full annual financial statements and should be read in conjunction with the consolidated financial statements of the Group as at and for the year ended 31 December These condensed consolidated interim financial statements have been prepared on a going concern basis. As at the date of approval of the statements there is no indication that the Group will not be able to continue as a going concern in the foreseeable future. The financial statements, except for statement of cash flows, are prepared on the accrual basis of accounting. B Applied accounting principles and IFRS amendments These interim condensed consolidated financial statements were prepared according to accounting policies described in note 3 in the consolidated financial statements of the Group as at and for the year ended 31 December 2013, taking into account new standards effective for annual periods beginning on 1 January 2014: IFRS 10 Consolidated Financial Statements, IFRS 11 Joint Arrangements, IFRS 12 Disclosures of Interests in Other Entities, and amendments to existing standards including IAS 27 Separate Financial Statements and IAS 28 Investments in Associates and Joint Ventures. The application of IFRS 11 Joint Arrangements did not have an impact on the consolidated financial statements, since the assessment of the joint arrangements under this standard has not resulted in a change of the accounting treatment of existing joint arrangements. In preparing these condensed consolidated interim financial statements, the significant judgements made by management in applying the Group s accounting policies and main uncertainties were the same as those presented in note 4 in the consolidated financial statements as at and for the year ended 31 December Starting from 1 January 2014 the Group applied hedge accounting in relation to commodity swaps on crude oil. The accounting principles were applied in accordance with the note Hedge accounting presented in the consolidated financial statements of the Group as at and for the year ended 31 December Consequently, the result of commodity swaps settlement is included in operating part of the statement of profit or loss and other comprehensive income, not financial part as previously. In accordance with IFRSs the change was applied prospectively. The Group intends to adopt new standards, amendments and interpretations to existing standards that have been published but are not effective as at the date of preparation of these interim condensed consolidated financial statements after their acceptance by the European Commission in accordance with their effective date. The possible impact of new standards, amendments and interpretations on the Group s future consolidated financial statements was described in the note 3.2 of the consolidated financial statements of the Group as at and for the year ended 31 December C Functional and presentation currency These consolidated financial statements are presented in Czech crown (CZK), which is the Group s functional currency. All financial information presented in CZK has been rounded to the nearest thousand. D Information on seasonality and cyclicality of Group s operations The Group does not report any material seasonal or cyclical character of its operation in the six month period ended 30 June CHANGES IN DISCLOSURE OF COMPARATIVE PERIOD The Group has changed the disclosure in respect of selected data in the comparative period of the consolidated financial statements to ensure consistent approach with data presentation in the consolidated financial statements of the Group as at and for the year ended 31 December The changes were incorporated in presentation of certain positions in financial statements to provide users of financial statements with better information concerning operations of the Group. In addition, the names of certain items in financial statements have been changed. The changes incorporated in the consolidated statement of cash flows were connected with change in presentation of assets held for sale as at 31 December As at 31 December 2012 following the intention of UNIPETROL, a.s. s management to sell 100% shares in PARAMO, a.s. and PARAMO, a.s. s 100% shareholding in MOGUL SLOVAKIA s.r.o and 100% shareholding in Paramo Oil s.r.o. the Group presented assets and liabilities of these subsidiaries as disposal group held for sale. 9

22 CONSOLIDATED REPORT FOR THE II QUARTER 2014 (in thousands of CZK) 3. CHANGES IN DISCLOSURE OF COMPARATIVE PERIOD (CONTINUED) Additionally in 2012 an impairment charge of CZK thousand was recorded to the carrying amount of the disposal group. In 2013 financial statements, following the Group s management decision to change the status of the assets to no longer held for sale, the Group ceased to present assets and liabilities of PARAMO, a.s and its subsidiaries as disposal group and restated the comparative financial statements in accordance with requirements of IFRS 5 Non- current assets held for sale and discontinued operations. Impact of the change is disclosed under point 1 on following page under presentation of assets and liabilities held for sale. The Group has changed the disclosure in respect of selected data in the comparative period of the consolidated statement of cash flows to ensure a consistent approach with the data presentation in 2014, based on changes in the level of detail of presentation adopted in second half of Particular items from the consolidated statement of cash flows were grouped into condensed categories. The impact is disclosed in the table below under point 2 changes in detail of presentation of assets / liabilities. The Management believes that the current level of detail of disclosures provides readers of the financial statements with a better means of presenting the information. Impairment losses on financial investments, property plant and equipment and intangible assets were reclassified under operating activities adjustments from separate position of adjustments to position Profit/ Loss on investing activities. Impact is disclosed in the tables on following pages under point 3 presentation of impairment losses. The changes in the consolidated statement of cash flows for the six months period ended 30 June 2013 are presented in the following table: Cash flows - operating activities previously stated presentation of as assets and liabilities held for sale (1) changes in detail of presentation of assets / liabilities (2) presentation of impairment losses (3) FOR 6 MONTHS ENDED 30/06/2013 (unaudited, restated) Net loss ( ) ( ) Adjustments for: Depreciation and amortisation Foreign exchange (gain)/loss (134) (134) Interest and dividends, net (Profit)/Loss on investing activities ( ) ( ) Change in provisions Tax expense (83 352) (83 352) Income tax (paid) (90 751) (90 751) Impairment losses on financial investments, property plant and equipment and intangible assets (79 600) - Change in deferred income related to CO 2 allowances grant ( ) Net (gain)/loss from financial derivatives ( ) Other adjustments ( ) ( ) Change in working capital ( ) - (23 974) - ( ) inventories (70 288) (70 288) receivables ( ) ( ) ( ) liabilities ( ) ( ) Net cash provided by/(used in) operating activities ( ) (1 887) - ( ) Cash flows - investing activities Acquisition of property, plant and equipment and intangible assets ( ) ( ) Disposal of property, plant and equipment and intangible assets Interest and dividends received 673 (673) - Proceeds/(Outflows) from loans granted (11 437) Settlement of financial derivatives Other - (19 554) (19 554) Net cash provided by/(used in) investing activities ( ) ( ) Cash flows - financing activities Proceeds/(Outflows) from loans and borrowings Proceeds/(Outflows) from cash pool liabilities Interest paid (23 133) (23 133) Payments of liabilities under finance lease agreements (2 627) (2 627) Net cash provided by/(used in) financing activities Net increase/(decrease) in cash and cash equivalents ( ) ( ) Effect of exchange rate changes Cash and cash equivalents, beginning of the period Cash and cash equivalents, end of the period

23 CONSOLIDATED REPORT FOR THE II QUARTER 2014 (in thousands of CZK) 3. CHANGES IN DISCLOSURE OF COMPARATIVE PERIOD (CONTINUED) The changes in the consolidated statement of cash flows for the three months period ended 30 June 2013 are presented in the following table: Cash flows - operating activities previously stated presentation of as assets and liabilities held for sale (1) changes in detail of presentation of assets / liabilities (2) presentation of impairment losses (3) FOR 3 MONTHS ENDED 30/06/2013 (unaudited, restated) Net loss ( ) ( ) Adjustments for: Depreciation and amortisation Foreign exchange (gain)/loss (528) (528) Interest and dividends, net (Profit)/Loss on investing activities ( ) (60 368) Change in provisions ( ) Tax expense (68 029) (68 029) Income tax (paid) (52 951) (52 951) Impairment losses on financial investments, property plant and equipment and intangible assets (80 359) - Change in deferred income related to CO 2 allowances grant (26 030) - Net (gain)/loss from financial derivatives ( ) Other adjustments (6 651) Change in working capital inventories receivables ( ) (2 042) ( ) liabilities Net cash provided by/(used in) operating activities (281) Cash flows - investing activities Acquisition of property, plant and equipment and intangible assets ( ) ( ) Disposal of property, plant and equipment and intangible assets Interest and dividends received 332 (332) - Proceeds/(Outflows) from loans granted (12 000) (504) Settlement of financial derivatives Other - (10 883) (10 883) Net cash provided by/(used in) investing activities (6 282) (6 001) Cash flows - financing activities Proceeds/(Outflows) from loans and borrowings Proceeds/(Outflows) from cash pool liabilities ( ) ( ) Interest paid (4 402) (4 402) Payments of liabilities under finance lease agreements (1 113) (1 113) Net cash provided by/(used in) financing activities ( ) ( ) Net increase/(decrease) in cash and cash equivalents ( ) ( ) Effect of exchange rate changes Cash and cash equivalents, beginning of the period Cash and cash equivalents, end of the period

24 CONSOLIDATED REPORT FOR THE II QUARTER 2014 (in thousands of CZK) 4. SEGMENT REPORTING The operations of the Group are divided into the following segments: the refining segment which includes crude oil processing and wholesale, oil production and sales as well as primary logistics, the retail segment which comprises trade in refinery products and secondary logistics, the petrochemical segment which includes production and sales of petrochemicals as well as supporting production, and corporate functions which are reconciling items and include activities related to management, administration and other support functions as well as remaining activities not allocated to separate operating segments. Revenues and operating result by operating segments for the 6 month period ended 30 June 2014 Refining segment Retail segment Petrochemical segment Corporate Functions Adjustments Total external revenues Transactions with other segments ( ) - Total segment revenue ( ) Operating expenses ( ) ( ) ( ) ( ) ( ) Other operating income (5) Other operating expenses ( ) (18 626) (64 040) (1 106) 5 ( ) Segment operating profit/(loss) ( ) (37 794) - ( ) Net finance costs ( ) Loss before tax ( ) Tax expense Net loss ( ) for the 3 month period ended 30 June 2014 Refining segment Retail segment Petrochemical segment Corporate Functions Adjustments Total external revenues Transactions with other segments ( ) - Total segment revenue ( ) Operating expenses ( ) ( ) ( ) ( ) ( ) Other operating income (3) Other operating expenses ( ) (40) (582) (755) 3 ( ) Segment operating profit/(loss) ( ) (26 481) - ( ) Net finance costs ( ) Loss before tax ( ) Tax expense Net loss ( ) for the 6 month period ended 30 June 2013 Refining segment Retail segment Petrochemical segment Corporate Functions Adjustments Total external revenues Transactions with other segments ( ) - Total segment revenue ( ) Operating expenses ( ) ( ) ( ) ( ) ( ) Other operating income (5) Other operating expenses (16 408) (4 777) ( ) (3 393) 5 ( ) Segment operating profit/(loss) ( ) (39 505) - ( ) Net finance costs (1 721) Loss before tax ( ) Tax expense Net loss ( ) for the 3 month period ended 30 June 2013 Total Total Total Refining segment Retail segment Petrochemical segment Corporate Functions Adjustments Total Total external revenues Transactions with other segments ( ) - Total segment revenue ( ) Operating expenses ( ) ( ) ( ) ( ) ( ) Other operating income (2) Other operating expenses (12 585) (2 821) ( ) (1 832) 2 ( ) Segment operating profit/(loss) ( ) (31 932) - ( ) Net finance income Loss before tax ( ) Tax expense Net loss ( ) 12

25 CONSOLIDATED REPORT FOR THE II QUARTER 2014 (in thousands of CZK) 4. SEGMENT REPORTING (CONTINUED) Assets by operating segments 31/12/2013 Refining segment Retail segment Petrochemical segment Segment assets Corporate Functions OTHER NOTES 5.1. Acquisition of additional stake in ČESKÁ RAFINÉRSKÁ, a.s. On 31 January 2014 UNIPETROL, a.s. ( Unipetrol ) completed the transaction of the acquisition of shares of ČESKÁ RAFINÉRSKÁ, a.s. ( Česká rafinérská ) amounting to 16,335% of the Česká rafinérská s share capital from Shell Overseas Investments B.V. ( Shell ) following the conclusion of a share purchase agreement on 7 November The acquisition price for the shares in amount of USD 27.2 million was settled in cash. The transaction was an opportunistic acquisition fully in line with Unipetrol Group Strategy announced in June 2013 and supporting its execution thanks to: increasing the security of petrochemical feedstock supplies, faster implementation of Operational Excellence initiatives and strengthening long-term presence on the Czech market. Based on the completion of the transaction Unipetrol s stake on the Česká rafinérská s share capital has increased from 51,22% to 67,555%. Unipetrol based on the principles of control and joint control set out in IFRSs treats its investment in Česka rafinerska as joint operations. Contractual arrangements between the shareholders require unanimous consent of all shareholders in case of certain decisions of significant importance for the relevant activities of the entity. As a result of the settlement of the transaction Unipetrol recognized in the consolidated statement of profit or loss and other comprehensive income a gain on bargain purchase (a result of the excess of fair value of net assets purchased by Unipetrol over the price paid) in amount of CZK thousand. The result was calculated in line with the accounting principles described under point Business combinations and Goodwill in Group accounting principles and policies included in the consolidated financial statements of the Group as at and for the year ended 31 December 2013 based on the financial data of ČESKÁ RAFINÉRSKÁ, a.s. used for UNIPETROL Group consolidation purposes as at 31 January The recognition of the amount above was preceded by the verification of completeness and accuracy of the values of the identified assets and liabilities purchased as part of the transaction and determining the fair value of identified assets and liabilities. The fair value of identifiable assets and liabilities of ČESKÁ RAFINÉRSKÁ, a.s. as at the acquisition day: Book value as at the Adjustments acquisition day to fair value Fair value Non-current assets ( ) Current assets Total assets Non-current liabilities Current liabilities Total liabilities Identifiable net assets at fair value Share acquired 16,335% Share on identifiable net assets at fair value Cash paid/outflows on acquisition of shares ( ) Gain on bargain purchase Other financial assets 31/12/2013 Cash flow hedge instruments currency forwards commodity swaps Derivatives not designated as hedge accounting currency forwards - 36 commodity swaps Loans granted Cash pool