PBF206 Annual Report 2010
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Petroplus
Annual Report
2010
Financial Highlights
2010
2009
2008 1) 2)
2007 1) 2)
2006 1) 2)
Selected Operating Data
Revenue
in millions of USD
20,735.0
14,797.8
24,302.0
10,581.0
3,797.5
Gross margin
in millions of USD
1,328.6
1,205.4
948.6
913.0
405.7
Net (loss)/income
in millions of USD
(106.9)
(108.8)
(333.0)
206.2
104.6
from continuing operations
Net (loss)/income
in millions of USD
(112.3)
(249.9)
(516.6)
303.3
443.6
Basic earnings per share
in USD
(1.22)
(3.20)
(6.94)
4.22
10.06
Diluted earnings per share
in USD
(1.22)
(3.20)
(6.94)
4.09
9.71
Employees
Number
2,575
2,845
2,882
1,827
925
Total throughput
in thousands of bpd 3)
596.2
529.1
4)
569.4
4)
384.8
201.0
Total production
in thousands of bpd
608.3
539.6
4)
580.6
4)
391.0
202.1
in millions of USD
179.0
11.2
62.5
91.6
1.26
1.18
1.13
1.26
1.57
Net current assets 6)
in millions of USD
656.1
397.8
341.1
832.2
648.6
Total assets
in millions of USD
6,769.6
6,678.3
6,914.9
7,466.8
3,014.8
Total debt
in millions of USD
1,692.0
1,833.4
1,881.9
1,333.1
–
Total equity
in millions of USD
2,003.9
1,988.0
1,987.6
2,501.5
1,555.1
95,230,953
86,325,289
69,060,231
68,641,599
61,036,600
3)
Selected Statement of Financial Position
Cash and short-term
209.8
deposits
Current ratio 5)
Selected Share Data 7)
(ISIN: CH0027752242;
Symbol: PPHN)
Issued shares at
Number
December 31
Nominal value
in CHF
7.48
7.58
8.18
9.18
9.18
Share price: high
in CHF
22.58
28.24
84.15
133.00
79.90
in CHF
9.12
13.78
18.05
70.00
66.90
low
Share price at December 31 in CHF
Market capitalization at
in millions of CHF
12.32
19.03
20.96
87.70
74.00
1,173.2
1,642.8
1,447.5
6,019.9
4,516.7
December 31
Includes the Petit Couronne and Reichstett refineries (acquired on March 31, 2008), the Coryton refinery (acquired on May 31, 2007), the Ingolstadt
refinery (acquired on March 31, 2007), the Antwerp refinery (acquired on May 31, 2006) and the Cressier refinery.
2)
The 2008, 2007 and 2006 financials have been re-presented to reflect the impact of discontinued operations related to the Teesside refining operations
and the Antwerp Processing facility.
3)
Barrels per day (“bpd”)
4)
Excludes throughput and production of the Teesside refinery.
5)
Current assets divided by current liabilities.
6)
Current assets minus current liabilities (excludes net assets/liabilities held for sale of USD 57.6 million in 2009 and USD 41.8 million in 2006).
7)
The shares of Petroplus Holdings AG were traded on the SIX Swiss Stock Exchange on November 30, 2006 for the first time.
1)
Petroplus Holdings AG | Annual Report 2010
|
3
Welcome to Petroplus
The Petroplus Company
Our Strategy
Listed on the SIX Swiss Exchange, Petroplus Holdings AG,
We are a “pure play” refiner able to source crude on a global
together with its subsidiaries (“Petroplus”, the “Company”, the
basis not integrated with retail outlets. As a result, we are free
“Group”, “we”, “our”, or “us”) focuses on refining and currently
to supply our products into the distribution channel or market
owns and operates six refineries across Europe: The Coryton
that we believe will maximize profit. Petroplus strives for safe
refinery on the Thames Estuary in the United Kingdom, the
and reliable business operations and searches for opportun
Antwerp refinery in Antwerp, Belgium, the Petit Couronne
ities to expand our key business area – the refining of crude oil
refinery in Petit Couronne, France, the Ingolstadt refinery in
and wholesale marketing of refined petroleum products.
Ingolstadt, Germany, the Reichstett refinery near Strasbourg,
France, and the Cressier refinery in the canton of Neuchâtel,
Switzerland. The refineries have a combined throughput ca-
Our Key Values
pacity of approximately 752,000 barrels per day. The Company
also owns the Teesside facility in Teesside, United Kingdom,
which operates as a marketing and storage facility.
Building
Safety is
Shareholder
our Number 1
Value
Priority
zerland, is responsible for all physical supply and commercial
Enabling
Improving
optimization activities for our refineries. The group’s primary
Employees
Competi-
goal is to optimize both the supply of crude oil and feedstocks
to Excel
tiveness
Petroplus produces a variety of finished products including
diesel, heating oil, gasoline, aviation fuels, light and heavy fuel
oils, gasoline components and other petroleum products. We
sell our refined products on an unbranded basis to distributors
and end customers, primarily in the United Kingdom, France,
Switzerland, Germany and the Benelux countries, as well as
on the global spot market.
Our supply and distribution group, centrally based in Zug, Swit-
for each refinery and the off-take of each refinery’s petroleum
products. We source our crude oil on a global basis through
a combination of spot market purchases and short-term purchase contracts. We believe purchasing based on spot market pricing provides us flexibility in obtaining crude oil at lower
Above all else, our focus is to operate our refineries in a safe
prices and on a “as needed” basis. Since all of our refineries
and reliable manner. We devote significant time and resources
have access, either directly or through pipeline connections to
to improving the safety, reliability and environmental compli-
deepwater terminals, we have the flexibility to purchase crude
ance of our operations. We are also determined to improve
oil originating from a number of different countries.
our competitiveness in the marketplace. We highly value our
employees and we are dedicated to providing them with devel-
Petroplus employs approximately 2,600 employees through-
opment opportunities throughout our organization. With these
out Europe and we consider good corporate citizenship to be
priorities in place, our management team remains committed
a core responsibility of our business.
to creating value for our shareholders.
Forward-Looking Statement
Certain portions of this document contain forward-looking statements that reflect our current judgment
regarding conditions we expect to exist and the course of action we expect to take in the future. Even though
we believe our expectations regarding future events are based on reasonable assumptions, forward-looking
statements are not guarantees of future performance. In some cases, these forward-looking statements can
be identified by the use of forward-looking terminology, including the words “aims”, “believes”, “estimates”,
“anticipates”, “expects”, “intends”, “may”, “will”, “plans”, “continue” or “should” and in each case, their negative or other variations or comparable terminology or by discussions of strategies, plans, objectives, targets,
goals, future events or intentions. These forward-looking statements include all matters that are not historical
facts. Our assumptions rely on our operational analysis and expectations for the operating performance of our
assets based on their historical operating performance, management expectations as described in this report
and historical costs associated with the operations of those assets. Factors beyond our control could cause
our actual results to vary materially from our expectations and are discussed in “Outlook” and elsewhere in
this document. Any prospective financial information included in this document is not fact and should not be
relied upon as being necessarily indicative of future results, and you are cautioned not to place undue reliance
on this prospective financial information. We undertake no obligation to update any forward-looking statements contained in this document as a result of new information, future events or subsequent developments,
or otherwise.
Content
6
8
I
Letter to the Shareholders
I
Company Overview
8
I Executive Committee
9
I Organizational Structure
10
12
I Petroplus at a Glance
I
Operating and Financial Review
12
I Management Discussion and Analysis
29
I Outlook
39
I
Corporate Responsibility
45
I
Corporate Governance
67
I
Financial Reporting
67
135
I Consolidated Financial Statements of Petroplus Holdings AG
I Statutory Financial Statements of Petroplus Holdings AG
6 | Petroplus Holdings AG | Annual Report 2010
Letter to the Shareholders
Dear Shareholders,
2010 was a better year for the refining industry and for Petroplus.
As we look back over 2010, refining margins were better as compared to 2009. Economic activity increased
throughout the year, and global oil demand recovered. The momentum from 2010 should continue into
2011. Global oil demand is expected to be up by another 1.4 million barrels per day, led by China and other
developing nations, but also with stable recovery from North America and Northwest Europe. Specifically,
the market for 2010 was different from 2009 as we saw petrochemical demand for naphtha increase both
in Europe and the Far East, thereby improving margins to make naphtha and gasoline. Distillates, which
spent most of 2009 in a very deep contango, started to improve in the second quarter as margins for gasoil
increased to over US-Dollar 10 per barrel and contango disappeared, alleviating the barrels stored both
in tank and in vessels on the water. Not as positively, in our niche inland markets, we saw a weaker Rhine
freight in 2010 versus 2009, impacting overall premiums for the gasoline and distillates sold in those markets.
Petroplus’ 2010 results strengthened over 2009. Our operating profit more than doubled, and we ended
the year in a stronger financial position with higher cash and no short-term cash borrowings. Our net
debt-to-net capitalization ratio improved from 48 % to 43 % year-over-year, and as of December 31, 2010,
we are in compliance with all financial covenants under our credit facility and bond indentures. From
an operational perspective, we processed 25 million more barrels of crude in 2010 than in 2009, primarily
due to increased reliability across our system. While our throughput levels improved significantly, we
did face some operating challenges during the year. Our Antwerp and Cressier sites experienced major
turnarounds, and the labor strikes in France during September and October forced the shutdown of
three of our refineries due to a shortage of crude supply. Management continues to focus on increasing
the reliability of our assets as this is the key to better performance. Despite our improved financial
position and better reliability of our assets, we ended the year with a net loss on an IFRS basis.
However, these tough times give us the chance to rise to the challenge of turning Petroplus back into
a profitable company. During 2010, we have made three significant changes throughout our organization
that will enable us to move the Company forward:
First of all, we re-designed the operating structure of the Company. The new structure is designed both
to be more reactive to market opportunities and to streamline processes and reduce inefficiencies by
centralizing decision-making, optimizing our supply-chain management, and strengthening the support
functions across the organization.
Secondly, we conducted a thorough review of our portfolio of assets, resulting in some tough decisions.
We sold our interest in the investment vehicle, PBF Energy Company LLC, based in the United States.
Further, we entered into a consultation process to propose terms for a project to cease refining operations
at our Reichstett refinery. These actions are driven to free up some liquidity and focus our attention and
resources on our core business of European oil refining.
Thirdly, we have implemented our Three-Year Improvement Plan, a comprehensive program designed
to increase gross margin capture, lower operating costs, increase energy efficiency, and improve operational reliability.
Petroplus Holdings AG | Annual Report 2010
Together, these changes enable us to focus on unlocking the hidden value in our refineries. With our new,
lean organization, a streamlined asset portfolio and operational improvement program in place, we are
well-positioned to capture better results. 2010, the first year of this plan, demonstrated an overall improvement of USD 1 per barrel, largely ahead of our 2012 target of USD 1.25 per barrel.
We have also made a lot of progress in the area of safety, health and environmental compliance, reducing
the number of incidents significantly over the past year. These areas continue to be a top priority for
Petroplus, and we strive to operate our refineries at the highest standards of safety. In addition, we
successfully launched our REACH compliance program, ensuring that all requirements were met at
December 1, 2010, the effective date of this new European Union legislation.
Our Board of Directors and our Executive Committee also experienced some changes during the year.
Thomas D. O’Malley, our Chairman, announced his retirement from Petroplus, effective from February 2,
2011, and is succeeded by Patrick Monteiro de Barros. Mr. de Barros has been a member of our Board
of Directors since 2006 and, during these years, served as our Vice Chairman. He brings along a proven
track record of leadership within the refining industry. We are pleased to have had Joseph D. Watson,
our new Chief Financial Officer, join us in 2010, as he brings a wealth of knowledge and background in the
refining industry. In addition, Peter F. Senkbeil joined our executive team as General Manager, Refining.
Mr. Senkbeil has an established career in the oil refining industry, including serving for many years as the
Refinery Manager at our Ingolstadt site.
As we look to 2011 and beyond, we believe that the global economy will continue to recover, led by
emerging markets but also with solid improvement from North America and Northwest Europe. We have
ambitious targets to strengthen Petroplus’ performance through our Three-Year Improvement Plan,
focusing on organic improvements that will produce measurable financial results in four key areas: Gross
Margin Capture, Energy Efficiency, Operating Expenses, and General and Administrative Costs. The
Three-Year Improvement Plan is the cornerstone for our success in the next years. Our efforts in 2010
have already provided enough improvement that we can hope we will have to increase our targets before
the end of the plan! Our management team is focused on these initiatives, and we will continue to report
the results of our efforts to our shareholders.
I thank you, our shareholders, for your loyalty and continued confidence in Petroplus. I also thank all of
the Directors for their continuing support and employees for their hard work and dedication.
I look forward to facing the challenges to come and I am confident that better times are ahead.
Kindest regards,
Jean-Paul Vettier
Chief Executive Officer
|
7
Executive Committee
Jean-Paul Vettier
Chester J. Kuchta
Joseph D. Watson
W. Thomas Skok
Peter F. Senkbeil
Chief Executive Officer
Chief Operating Officer
Chief Financial Officer
General Counsel and
Corporate Secretary
General Manager Refining
Organizational Structure
Board of Directors
Chairman:
Patrick Monteiro de Barros
(effective as of February 3, 2011)
Thomas D. O’Malley
(retired as of February 2, 2011)
Chief Executive Officer
Jean-Paul Vettier*
General Counsel and
Corporate Secretary
Chief
Financial Officer
Chief
Operating Officer
Human Resources
Risk Management
Strategy & Business
Development
W. Thomas Skok*
Joseph D. Watson*
Chester J. Kuchta*
Jack McDermott
Christophe Henrat
Jim McCoy
Logistics, Quality &
Corporate Projects
Crude Supply
General Manager
Refining
Procurement
Wholesale
Marketing
Peter F. Senkbeil*
Safety, Health &
Environment
Technical Assistance
Capital Projects
Refineries
– Coryton
– Antwerp
– Petit Couronne
– Ingolstadt
– Reichstett
– Cressier
– Teesside Marketing
& Storage Facility
*Member of the Executive Committee
Shipping &
Scheduling
Business Unit
Management
Petroplus
at a Glance
7
3
4
1
6
2
5
2
3
4
1
1 Coryton Refinery
2 Petit Couronne Refinery
3 Reichstett Refinery
People
Employees
1
2
3
4
5
6
7
4 Cressier Refinery
Marketing & Sales Offices
Zug, Switzerland
Paris, France
Middlesbrough, United Kingdom
Swansea, United Kingdom
Antwerp, Belgium
Ingolstadt, Germany
Prague, Czech Republic
900
800
700
600
500
400
300
200
Total
2 575
Employees
100
0
2010
Switzerland
494
France
836
United Kingdom
615
Belgium
217
Germany
411
Czech Republic
2
Operations
Throughput
(in thousands of bpd)
600
450
569.4
529.1
596.2
300
150
0
2008
2009
2010
2010
596 200
bpd
Excludes throughput of the Teesside refinery
Production 2010
7
(in percent)
5
5%
5%
5%
10 %
27 %
50 %
6
5 Ingolstadt Refinery
Naphtha/Petrochemicals
Solid by-products/fuel & loss
LPG
Fuel oil/Bitumen
Gasoline
Middle distillates
2010
50 %
Middle distillates
Total capital expenditures
(in millions of USD)
400
300
321.5
6 Antwerp Refinery
347.7
226.9
200
100
0
2008
2009
2010
2010
226.9
millions of USD
Market
7 Teesside Marketing &
Storage Facility
Petroplus Market Indicator (PMI)
(in USD per barrel)
200
Results
EBIT from
continuing
operations
150
5
100
3
millions of USD
2
0
–50
161.7
4
50
(in millions of USD)
2010
6
–232.2
161.7
2009
2010
1
0
5.17
2.53
3.48
2008
2009
2010
2010
–100
3.48
–150
USD per barrel
–200
–250
66.2
2008
12 | Petroplus Holdings AG | Annual Report 2010 | Operating and Financial Review
Operating and Financial Review
Management Discussion and Analysis of the Financial Condition and the Results of Operations
The following discussion and analysis is derived from, and
New Chief Financial Officer
should be read in conjunction with, the Petroplus Holdings AG
Effective August 5, 2010, Joseph D. Watson was appointed
Consolidated Financial Statements and the related notes to
Chief Financial Officer (“CFO”), replacing Karyn F. Ovelmen
those financial statements included elsewhere in this 2010 An-
who resigned as CFO effective August 4, 2010.
nual Report. The following discussion of our financial condition
and results of operations contains forward-looking statements
New General Manager Refining
that are based on assumptions about future business develop
Effective February 2, 2010, Peter F. Senkbeil was appointed
ments. As a result of many factors, including the risks set forth
General Manager Refining.
under the caption “Risks Relating to Our Business and Our
Industry” in this 2010 Annual Report, our actual results may
differ materially from those anticipated by these forward-look-
Main Activities during 2010
ing statements.
Reichstett Refinery
In the beginning of 2010, the Company launched a strategic
Company Overview
review of its Reichstett refinery in France to evaluate alternatives for the site. The Company considered several possibili-
We are the largest independent refiner and wholesaler of pe-
ties, including a potential sale, further investments to improve
troleum products in Europe. We are focused on refining and
its competitiveness, as well as a shutdown of refining opera-
currently own and operate six refineries across Europe, spe-
tions and conversion to a terminal.
cifically in the United Kingdom, Belgium, France, Germany and
Switzerland. The six refineries have a combined throughput
The process for a possible sale of the refinery concluded without
capacity of approximately 752,000 barrels per day (“bpd”). We
presenting any ultimate buyers, and the Company determined
also own a marketing and storage facility, located in the United
that, in the current challenging refining market and capital-con-
Kingdom. We sell our refined petroleum products to distribu-
strained environment, the Company cannot justify further size-
tors and end customers, primarily in the United Kingdom,
able capital investments in the plant. As a consequence, on Oc-
France, Switzerland, Germany and the Benelux countries, as
tober 21, 2010, the Company informed the Works Council of the
well as on the global spot market.
Reichstett refinery that it intended to commence a formal information and consultation process to propose terms for a project
to cease refining operations and convert the site to a terminal.
Change in Board of Directors and
Executive Committee
The information and consultation process formally commenced
on November 24, 2010. A decision with respect to the future of
the site can and will only be made when Petroplus has received
New Chairman of the Board of Directors
the opinion of the Works Council which is expected around the
Thomas D. O’Malley’s retirement as Chairman and Member
end of the first quarter of 2011, until which time, the refinery will
of the Board of Directors, originally announced on December
continue to operate.
8, 2010 and effective May 5, 2011, was brought forward to
the Petroplus Board meeting on February 2, 2011, due to the
Shutdowns at Refineries due to Strike Actions
continuing rapid development of PBF Energy Company LLC,
During October 2010, throughput at the Petit Couronne,
of which he is Chairman of the Board of Directors. Patrick
Reichstett and Cressier refineries was impacted due to labor
Monteiro de Barros, formerly Vice Chairman of the Board, has
strike actions in France.
succeeded Mr. O’Malley as Chairman.
With the recent sale of Petroplus’ interest in PBF Energy Com-
Petroplus’ Share in Investment Vehicle PBF Energy
Company LLC
pany LLC and the pending development of PBF into an op-
Acquisition of Delaware City Refinery Assets
erating Atlantic Basin oil refiner, the Petroplus Board and Mr.
On June 1, 2010, the Company’s investment vehicle, PBF En-
O’Malley decided that, from a corporate governance perspec-
ergy Company LLC (“PBF”), a partnership entered into with
tive, it would not be advisable for him to remain as Chairman of
The Blackstone Group and First Reserve Corporation, com-
both organizations.
pleted its purchase of the Delaware City refinery in Delaware
City, Delaware from Valero Energy Corporation. On May 28,
2010, the Company contributed US-Dollar (“USD”) 76.4 million
to PBF related to the purchase of the Delaware City refinery.
Petroplus Holdings AG | Annual Report 2010 | Operating and Financial Review
|
13
Sale of Petroplus’ Share in Investment Vehicle PBF
Discontinued Operations
On September 26, 2010, the Company reached an agreement
Sale of the Antwerp Processing Facility
in principle with the Blackstone Group and First Reserve, its
On October 23, 2009, the Company entered into a definitive
partners in PBF, for the sale of Petroplus’ 32.62 % share of PBF
agreement with Eurotank Belgium B.V., a wholly-owned sub-
in the amount of USD 91.0 million. Cash proceeds received on
sidiary of Vitol Tank Terminals International B.V., part of the
October 18, 2010, amounted to USD 81.9 million after with-
Vitol Group of companies (“Vitol”) for the sale of Petroplus Re-
holding tax.
fining Antwerp N.V. and Petroplus Refining Antwerp Bitumen
N.V. (the “Antwerp Processing facility”). The sale was closed
This transaction represents a strategic shift for the Company
on January 12, 2010. The proceeds received were USD 56.3
mainly caused by the expected rapid expansion rate of PBF in
million, including hydrocarbon inventory on site.
the United States, which would require large investments by
the Company to maintain a meaningful position in PBF and the
amount and timing of such investments would not be entirely
within the Company’s control.
Management believes it is most important to focus the Company’s resources on our core European operations and to pursue strategies to improve the competitiveness of the existing
Successful Sale
of Antwerp Processing
Facility completed in
January 2010
asset base.
Sale of PBF generates
USD 81.9 million in cash
in 2010
Operations of the Teesside Refinery
Due to the low complexity configuration of the facility, the unfavorable market environment and the significant regulatory
capital expenditures required to maintain refinery operations,
we suspended the Teesside facility’s refining operations in November 2009. The refinery had been shut down for economic
reasons since the second quarter of 2009. During 2010, the
refinery was converted to a marketing and storage facility. The
Repayment of Nominal Share Capital
refinery’s 117,000 bpd throughput capacity had represented
At the ordinary shareholders’ meeting of the Company which
approximately 14 % of our combined throughput capacity.
took place on May 5, 2010, the shareholders resolved to reduce the share capital by CHF 0.10 per share. The entry of the
The results of the above operations, including impairment
share capital reduction in the commercial register took place
charges recorded in 2009, have been reclassified to the sepa-
on July 15, 2010, and the repayment of CHF 0.10 per regis-
rate line item “Discontinued operations” in our Consolidated
tered share was paid to shareholders on July 26, 2010.
Statement of Comprehensive Income for the years ended December 31, 2010 and 2009.
Issuance of Shares
During May 2010, the Company completed a private placement whereby the Company issued 8,650,000 new registered
shares from existing authorized capital. The shares were sold
at a price of CHF 17.50. The first trading day of the new shares
was May 7, 2010. The gross proceeds amounted to USD 136.4
million, excluding share issue costs of USD 5.6 million.
14 | Petroplus Holdings AG | Annual Report 2010 | Operating and Financial Review
Market and Benchmark Indicators
provide a single value – a gross margin per barrel – that, when
multiplied by a throughput number, provides an approximation
PMI – An Indicator of the Market
of the gross margin generated by refining activities.
At the beginning of 2010, Petroplus developed a tool, the
Petroplus Market Indicator (“PMI”), which gives a “flavor” of
As the performance of our refineries does not closely follow
the refining margin environment. The PMI is a daily indicator
any of the currently published industry benchmark refining
and is structured on a typical refinery in Northwest Europe
margins, we have created benchmark refinery margins, based
(“NWE”). It simulates the possible refining margin for a hypo-
upon publicly available pricing information, for each of our re
thetical Topping/Reforming/Cracking/Visbreaking refinery lo-
fineries that more closely reflect each of our refineries’ actual
cated on the sea with an average crude distillation capacity
performance.
of 100,000 bpd. The model uses a crude basket consisting of
four crude oils (13 % Bonny Light, 40 % Urals, 12 % CPC, 35 %
The benchmark refining margins for the six refineries we oper-
Forties) typically processed by NWE refiners. The PMI index
ated during the year 2010 are set forth in the following table:
is calculated and reported after variable costs. While the PMI
does not reflect the Company’s actual refining margin, it does
Coryton Refinery 5/2/2/1
give an indication of the current market condition. Petroplus
five Dated Brent/two gasoline/two ULSD/one 3.5 % fuel oil
refinery margins may be better or worse than the PMI depending on, among other factors, location, configuration, crude diet
Antwerp Refinery 6/1/2/2/1
and specialties. The PMI for 2010 was USD 3.48 per barrel
six Dated Brent/one gasoline/two gasoil/two VGO/
versus USD 2.53 per barrel for 2009. The market in 2010 has
one 3.5 % fuel oil
improved but is still below historical crack levels.
Petit Couronne and Reichstett refineries 4/1/2/1
four Dated Brent/one gasoline/two ULSD/one 3.5 % fuel oil
Benchmark Refining Margin Indicators
In addition to utilizing the PMI as an indicator of the current
market, we assess our operating performance by comparing
the refining margins (revenue less materials cost) of each of
our refineries against a specific benchmark industry refining
Ingolstadt Refinery 10/1/3/5/1
ten Dated Brent/one naphtha/three gasoline/five ULSD/one
3.5 % fuel oil
margin based on crack spreads. Benchmark refining margins
Cressier Refinery 7/2/4/1
take into account both crude and refined petroleum product
seven Dated Brent/two gasoline/four gasoil/one 1 % fuel oil
prices. When these prices are combined in a formula, they
Petroplus Market Indicator (“PMI”) – On a Monthly Basis 1)
7
6
USD/bbl
5
4
3
2
1
0
Jan
Feb
2009
1)
Mar
2010
Apr
May
Avg 2006–2010
Jun
Jul
Aug
Sep
Oct
Nov
Dec
Monthly average of daily prices during the relevant month
The PMI is NOT the Petroplus Margin. Petroplus margin may be better or worse depending on location configuration, crude diet, specialties, etc.
Petroplus Holdings AG | Annual Report 2010 | Operating and Financial Review
15
|
The following table provides the average price of Dated Brent,
crude oil throughput, product yield differentials and any other
PMI and benchmark refining margin indicators by refinery for
factors not reflected in the benchmark refining margins, such
the years ended December 31, 2010 and 2009. The bench-
as transportation costs, fuel consumed during production
mark refining margins are expressed in USD per barrel and
and any product premiums or discounts, as well as inventory
serve as proxy for the per barrel margin that a Dated Brent
fluctuations, timing of crude oil and other feedstock purchases,
crude oil refinery situated in NWE would earn assuming it sold
a rising or declining crude and product pricing environment
the benchmark production for the relevant refinery margin:
and commodity price management activities.
Benchmark Refining Margin Indicators
The following table sets forth historical benchmark crude and
refined petroleum product pricing information used in calcu
lating each of our refineries’ benchmark refining margins:
For the year ended December 31,
(in USD per barrel)
Dated Brent
Petroplus Market Indicator 1)
2010
2009
79.73
62.04
3.48
2.53
Reference Benchmark Crude and Product Prices
Benchmark refining margins
1)
For the year ended December 31,
5/2/2/1
Coryton
6.43
5.50
(in USD per barrel)
6/1/2/2/1
Antwerp
3.25
2.36
Crude Oil 1)
4/1/2/1
Petit Couronne
5.96
4.99
10/1/3/5/1 Ingolstadt
7.88
6.28
4/1/2/1
Reichstett
5.96
4.99
7/2/4/1
Cressier
7.21
5.50
Dated Brent
2010
2009
79.73
62.04
Products Differential to Dated Brent 1)
Net of variable operating costs.
Naphtha
0.23
(2.05)
95 RON gasoline
8.33
7.55
ULSD
12.68
9.93
Gasoil 2)
10.07
7.33
0.44
(0.30)
While the benchmark refinery margins presented in the table
VGO
above are representative of the results of our refineries, each
1 % Fuel Oil
(6.44)
(5.89)
refinery’s realized gross margin on a per barrel basis will
3.5 % Fuel Oil
(9.85)
(7.44)
differ from the benchmark due to a variety of factors affecting
the performance of the relevant refinery to its corresponding
benchmark. These factors include the refinery’s actual type of
Source: Bloomberg
1) Average of daily prices for trading days during the relevant period.
2) Based on the quoted price for heating oil.
Benchmark Refining Margin Indicators by Petroplus Refineries – On a Quarterly Basis
$10.00
$ 8.00
$ 6.00
$ 4.00
$ 2.00
Q1
Q2
Q3
Q4
Coryton
2009
Q1
Q2
Q3
Antwerp
2010
Q4
Q1
Q2
Q3
Q4
Petit Couronne
Q1
Q2
Q3
Ingolstadt
Q4
Q1
Q2
Q3
Reichstett
Q4
Q1
Q2
Q3
Q4
Cressier
Sources: Bloomberg, Platt’s
16 | Petroplus Holdings AG | Annual Report 2010 | Operating and Financial Review
Factors Affecting Operating Results
Commodity Price Management
The nature of our business requires us to maintain a sub-
Overview
stantial investment in petroleum inventories. Since petroleum
Our earnings and cash flows from operations are primarily
feedstocks and products are global commodities, we have no
affected by the relationship between refined product prices
control over the changing market value of these inventories.
and the prices for crude oil and other feedstocks. The cost to
To supply our refineries with crude oil on a timely basis, we
acquire crude oil and other feedstocks and the price of refined
enter into purchase contracts that fix the price of crude oil from
petroleum products ultimately sold depend on numerous fac-
one to several weeks in advance of receiving and processing
tors beyond our control, including the supply of, and demand
that crude oil. In addition, as part of our marketing activities
for, crude oil, gasoline, diesel and other refined petroleum pro
we may enter into fixed price contracts for sales of our refined
ducts, which, in turn, depend on, among other factors, changes
petroleum products in advance of producing and delivering
in global and regional economies, weather conditions, global
the products. Prior to delivery of the crude oil and sale of
and regional political affairs, production levels, the availability
the related refined petroleum products, the market value of
of imports, the marketing of competitive fuels, pipeline capac-
the crude oil and products may change as prices related to
ity and availability, prevailing exchange rates and the extent of
the fixed purchase and sale commitments rise and fall.
government regulation. Our revenue and operating income fluctuate significantly with movements in refined petroleum product
On average, throughout 2010, we have held approximately
prices; our materials costs fluctuate significantly with move-
21 million barrels of crude and product inventory on hand.
ments in crude oil prices and our other operating expenses
This level fluctuates on a daily basis, depending on timing
fluctuate with movements in the price of energy to meet the
of crude purchases and product sales, operations and op-
power needs of our refineries. In addition, the effect of changes
timization of crude and product pricing. We are exposed to
in crude oil prices on our operating results is influenced by how
the fluctuation in crude and product pricing on the inventory
the prices of refined products adjust to reflect such changes.
we hold. Currently, we primarily use a commodity price
management program to manage the fluctuation associated
Crude oil and other feedstock costs and the prices of refined pe
with commodity pricing on a defined volume of inventory.
troleum products have historically been subject to wide fluctua-
Under this program we enter into commodity Intercontinental
tions. Expansion and upgrading of existing facilities and installa-
Exchange (“ICE”) futures contracts and counterparty swaps
tion of additional refinery distillation or conversion capacity, price
to lock in the price of certain commodities.
volatility, international political and economic developments and
other factors beyond our control are likely to continue to play
Most derivative transactions are not designated as effective
an important role in refining industry economics. These factors
hedges, therefore any gains or losses arising from changes in
can impact, among other things, the level of inventories in the
the fair value of these instruments are recorded in our Consoli-
market, resulting in price volatility and a reduction or increase in
dated Statement of Comprehensive Income in the line item “Ma-
product margins. Moreover, the industry typically experiences
terials cost”. Our derivative contracts are classified as derivative
seasonal fluctuations in demand for refined petroleum products,
instruments and are recorded in our Consolidated State-
such as for gasoline and diesel, during the summer driving sea-
ment of Financial Position at fair market value. We currently
son and for home heating oil during the winter.
do not enter into material derivative financial instruments for
speculative transactions and do not hedge our Group refining
There is a lag between the time we purchase crude oil to the
margin. This strategy is continually reviewed and adapted
time we process and sell finished refined products. Timing
for current economic and market conditions.
of purchases depends on a number of factors, including the
relevant refinery’s planned throughput, unit disruptions which
As noted above, our refineries’ results will differ from the
may cause usage of lighter and sweeter crude oil and avail-
reference benchmarks due to our hedging or commodity price
ability of crude oil. Unplanned downtime has a more economic
management activities.
impact due to the disruption to the refinery’s normal operating
throughput, which results in a longer time lag between purchases and processing of crude oil. In addition, during unplanned downtime the timing of crude purchases is disrupted;
which may cause a significant impact on realized gross margin.
Petroplus Holdings AG | Annual Report 2010 | Operating and Financial Review
|
17
Foreign Currency Fluctuation Management
Our operating results are also affected by safety, reliability and
We are a USD functional currency Company as the majority of
the environmental performance of our refinery operations. Un-
our financing activities and costs of sales are incurred in USD.
planned downtime of our refinery assets generally results in
We are primarily exposed to the fluctuation in the USD versus
lost margin opportunity and increased maintenance expense.
the Swiss Franc (“CHF”), Euro (“EUR”) and the British Pound
The financial impact of planned downtime, such as major turn-
(“GBP”) as our local marketing sales are invoiced in local cur-
around maintenance, is managed through a planning process
rencies, and a portion of our local capital expenditures, oper-
that considers such things as, but not limited to, the margin
ating and personnel costs are incurred in local currencies. We
environment, the availability of resources to perform the need-
are also exposed to foreign currency risk because certain of our
ed maintenance and feedstock logistics.
assets and liabilities are denominated in currencies other than
USD. To manage foreign currency exposure risk, we enter into
both swaps and forward derivative contracts. As we have not
currently designated our derivative financial instruments as effective hedges, any gains or losses arising from changes in the
fair value of these instruments are recorded in our Consolidated
Statement of Comprehensive Income. The Company does not
use derivative contracts to manage fluctuations on personnel
and operating costs.
Credit Risk Management
Credit risk refers to the risk that a counterparty will default
on its contractual obligations resulting in financial loss to the
Company. Our exposure to credit risk is represented by the
carrying amount of cash and receivables that are presented
in the Consolidated Statement of Financial Position, including
derivatives with positive market values. To minimize credit risk,
all customers are subject to credit verification procedures and
extensions of credit above defined thresholds are subject to
an approval process. We also maintain relationship with several different banks in order to minimize our concentration of
risk. Our intention is to grant trade credit only to recognized
creditworthy third parties. In addition, receivable balances are
monitored on an ongoing basis. We also limit the risk of bad
debts by obtaining bank securities such as guarantees or letters of credit and credit insurance.
Other Factors
Our operating cost structure is also important to our profitability. Major operating costs include costs relating to employees
and contract labor, energy, maintenance and environmental
compliance. The predominant variable costs are energy related, in particular, the price of electricity and natural gas. In
addition, operating costs will vary with movements in foreign
currency.
18 | Petroplus Holdings AG | Annual Report 2010 | Operating and Financial Review
2010 Compared to 2009
Overview
Our operating profit from continuing operations was USD
The following table provides the Consolidated Financial Income
155.4 million for the year ended December 31, 2010 as com-
data of Petroplus Holdings AG.
pared to an operating profit of USD 65.3 million for the same
period in 2009. Our net loss from continuing operations for
the year ended December 31, 2010 was USD 106.9 million
Financial income data
For the year ended December 31,
(in millions of USD)
as compared to a net loss from continuing operations of
USD 108.8 million for the same period in 2009. Our net loss
2010
2009
20,735.0
14,797.8
USD 112.3 million (USD 1.22 per share) for the year ended De-
Materials cost
(19,406.4)
(13,592.4)
cember 31, 2010 as compared to a net loss of USD 249.9 mil
Gross margin
1,328.6
1,205.4
lion (USD 3.20 per share) for the same period in 2009. The
Personnel expenses
(351.9)
(351.1)
net loss in 2010 is mainly attributable to the low, but improved
Operating expenses
(439.8)
(451.2)
refining margin environment compared to 2009, and tax im-
Depreciation and
(338.8)
(282.1)
pacts resulting from the movement in foreign exchange rates.
(42.7)
(55.7)
after discontinued operations attributable to shareholders was
Revenue
Additionally, tax expense was impacted by derecognized and
amortization
Other administrative
unrecognized tax losses.
expenses
Operating profit
Financial expense, net
Foreign currency exchange
155.4
65.3
The loss from discontinued operations of USD 5.4 million for
(186.5)
(164.6)
the year ended December 31, 2010 related mainly to the sale
(2.2)
2.5
of the Antwerp Processing facility in January 2010, whereas
the loss of USD 141.1 million in 2009 related to discontinued
(loss)/gain
Share of income/(loss)
8.5
(1.6)
(24.8)
(98.4)
Loss before income taxes
Income tax expense
(82.1)
(10.4)
Net loss from continuing
(106.9)
(108.8)
(5.4)
(141.1)
Our revenue increased by USD 5,937.2 million, or 40.1 %, to
from USD 14,797.8 million for the year ended December 31,
2009. The increase in revenue is mainly attributable to higher
operations, net of tax
Net loss
Revenue
USD 20,735.0 million for the year ended December 31, 2010
operations
Loss from discontinued
operations related to the Antwerp Processing facility and the
Teesside refinery.
from associates
(112.3)
(249.9)
refined petroleum product prices and increased volumes sold
during 2010 compared to the same period in 2009.
Other financial data
EBITDA 1)
500.5
348.3
Gross Margin
Our gross margin from continuing operations increased by
USD 123.2 million, or 10.2 %, to USD 1,328.6 million for the
Net loss per share available to shareholders (in USD):
Basic
(1.22)
(3.20)
year ended December 31, 2010 from USD 1,205.4 million for
Diluted
(1.22)
(3.20)
the year ended December 31, 2009. Market conditions im-
1)
Earnings before Interest, Tax, Depreciation and Amortization (“EBITDA”)
from Continuing Operations.
proved significantly in 2010 compared to 2009, as reflected in
the PMI which increased by 38 % from USD 2.53 per barrel in
2009 to USD 3.48 per barrel in 2010. This market improvement
is reflected in our gross margin in 2010 which was marked by
positive impacts from increasing global oil demand, improved
refining margin cracks for gasoline and middle distillates, increased throughput and rising oil prices. These impacts were
partially offset by higher cost of fuel consumed by our refineries due to the increased crude oil price environment. Additionally, gross margin in 2010 was further impacted by the turnarounds at the Cressier and Antwerp refineries. Gross margin
in 2009 was impacted by lower refining cracks and reduced
Petroplus Holdings AG | Annual Report 2010 | Operating and Financial Review
|
19
throughput at the Cressier and Reichstett refineries due to the
We use a commodity price management program to man-
August 2009 incident at the Société du Pipeline Sud-Européen
age a small portion of our exposure to fluctuations in com-
(“SPSE”) pipeline. Gross margin in 2009 was further impacted
modity pricing. Under this program, we enter into commodity
by reduced throughput at the Coryton refinery due to a major
ICE futures contracts and counterparty swaps to lock in the
turnaround and a turnaround at the Reichstett refinery.
price of certain commodities. Any gains or losses arising from
changes in the fair value of these instruments are recorded in
The 5/2/2/1 benchmark refining margin for the Coryton refin-
our Consolidated Statement of Comprehensive Income in the
ery increased 17 % for the year ended December 31, 2010 as
line item “Materials cost”. Materials cost included a derivative
compared to the same period in 2009 as a result of increased
gain of USD 21.9 million in 2010 and a loss of USD 5.7 million
ULSD and gasoline cracks partially offset by decreased fuel oil
in 2009.
cracks to Dated Brent. The 6/1/2/2/1 benchmark refining margin for the Antwerp refinery increased 38 % for the year ended
Personnel Expenses
December 31, 2010 as compared to the same period in 2009
Our personnel expenses increased by USD 0.8 million to
as a result of improved gasoil, gasoline and VGO cracks partial-
USD 351.9 million for the year ended December 31, 2010 from
ly offset by a decline in fuel oil cracks. The 4/1/2/1 benchmark
USD 351.1 million for the same period in 2009. Personnel
refining margin for the Petit Couronne and Reichstett refiner-
costs for the year ended December 31, 2010 were positively
ies increased 19 % for the year ended December 31, 2010 as
impacted by the strengthening of the USD as personnel costs
compared to the same period in 2009 as a result of increased
are paid in various local currencies, such as the EUR and GBP.
ULSD and gasoline cracks partially offset by decreased fuel
However, this impact was more than offset by higher incen-
oil cracks to Dated Brent. The 10/1/3/5/1 benchmark refining
tive compensation accrued due to improved Company perfor-
margin for the Ingolstadt refinery increased 25 % for the year
mance in 2010 and termination benefits paid.
ended December 31, 2010 as compared to the same period in
2009. The increase was primarily due to improved ULSD and
Operating Expenses
gasoline cracks. The 7/2/4/1 benchmark refining margin for the
Our operating expenses decreased by USD 11.4 million to
Cressier refinery increased 31 % for the year ended December
USD 439.8 million for the year ended December 31, 2010 from
31, 2010 as compared to the same period in 2009 as a result
USD 451.2 million for the same period in 2009. The decrease
of higher gasoil and gasoline cracks.
is mainly attributable to lower maintenance expenses in 2010
due to reduced use of contractors and lower levels of un-
Inland market premiums during 2010 declined compared to
planned maintenance activities than 2009. In addition, operat-
2009. The Cressier refinery earns premiums to market prices,
ing expenses were positively impacted by the strengthening
in part based on the freight rates on the Rhine river, which
of the USD versus the EUR and GBP in 2010 as compared to
is the means of transport for Swiss customers purchasing
2009, as a significant portion of variable costs such as chemi-
refined product from the ARA region. In 2010, Rhine Freight
cals and energy, are paid in local currencies. The decrease
averaged approximately CHF 18 per ton as compared to
was partially offset by higher consumption of natural gas dur-
CHF 31 per ton in 2009. In Germany, many of our refined prod-
ing 2010 as the Coryton refinery faced a major turnaround in
ucts are based on an Oil Market Report (“OMR”) price. The
2009. Additionally, for economic reasons, we purchased more
average OMR price premium to Platt’s middle distillates dur-
natural gas to fuel refinery operations which allowed us to re-
ing 2010 was USD 6 per barrel as compared to an average of
cover and sell our higher-valued, internally produced Liquefied
USD 7 per barrel during 2009.
Petroleum Gas (“LPG”).
Fuel consumed in the production process has a negative im-
Depreciation and Amortization
pact on our realization of the benchmark refining margin, fluc-
Our depreciation and amortization expenses increased by
tuating with the absolute crude price. Dated Brent increased
USD 56.7 million, to USD 338.8 million for the year ended De-
from approximately USD 62 per barrel on average in the year
cember 31, 2010 from USD 282.1 million for the same period in
ended December 31, 2009 to approximately USD 80 per barrel
2009. The increase in depreciation is mainly attributable to ad-
in the year ended December 31, 2010. The increase of about
ditional capital expenditures associated with the turnarounds
USD 18 per barrel resulted in higher cost of fuel consumed by
at the Coryton and Reichstett refineries in the fourth quarter
the refineries (representing approximately 5 % across our refin-
of 2009.
ing system) which negatively impacted our realized margin by
approximately USD 0.90 per barrel.
20 | Petroplus Holdings AG | Annual Report 2010 | Operating and Financial Review
Other Administrative Expenses
related to letter of credit fees due to the higher crude oil price
Our other administrative expenses decreased by USD 13.0
environment and a one-time fee payment of USD 5.3 million in
million to USD 42.7 million for the year ended December 31,
the first quarter of 2010 for the Revolving Credit Facility (“RCF”)
2010 from USD 55.7 million for the same period in 2009. This
covenant waiver.
decrease is mainly attributable to a reduction in third party
service fees, including external legal expenses, and reduced
Foreign Currency Exchange Loss/Gain
insurance premiums.
Our foreign currency exchange results show a loss of USD 2.2
million for the year ended December 31, 2010 as compared to
Financial Expense, Net
a gain of USD 2.5 million for the same period in 2009. The loss
Our net financial expense increased by USD 21.9 million to
mainly represents the revaluation of certain CHF, GBP and
USD 186.5 million for the year ended December 31, 2010 from
EUR monetary items against the USD.
USD 164.6 million for the same period in 2009. The increase in
2010 is mainly attributable to higher interest expenses resulting from the Company’s refinancing activities which were completed in October 2009 and partly offset by lower bond accretion expenses during 2010. In addition, expenses increased
Refinery Operations – Throughput by Refinery
(in thousands of bpd)
145.7
181.2
81.2
88.8
111.7
122.3
2009
2010
2009
2010
2009
2010
Coryton
Antwerp
Petit Couronne
Throughput in 2010 was impacted by a
Throughput in 2010 was impacted by a
Throughput in 2010 was impacted by
planned catalyst change at the naph-
planned refinery-wide turnaround during
planned and unplanned shutdowns of
tha desulfurization unit and unplanned
the second quarter. The restart was de-
the hydrodesulfurization and lube unit
maintenance at the reformer.
layed and carried over into July. During
and by unplanned maintenance at the
the last quarter, run rates were impacted
vacuum tower in the second quarter.
Throughput in 2009 was mainly impact-
by an unplanned shutdown of the hydro
During the third and fourth quarter, run
ed by the fourth quarter planned major
desulfurization unit.
rates were reduced as a result of strike
actions in France.
turnaround, which lasted 72 days.
Throughput in 2009 was impacted by
planned and unplanned maintenance
Throughput in 2009 was reduced as a
throughout the year.
result of planned maintenance activities
and an unplanned shutdown of the fluid
catalytic cracking unit late in the year.
Petroplus Holdings AG | Annual Report 2010 | Operating and Financial Review
|
21
Income Tax Expense
Our income tax expense increased by USD 71.7 million to USD
82.1 million for 2010 as compared to an expense of USD 10.4
million for 2009. The tax rate was impacted by non-cash tax
effects resulting from the movement in foreign exchange rates
and lower realized refining margins. Additionally, the tax rate
was impacted by derecognized and unrecognized tax losses.
93.1
98.2
44.1
55.2
53.3
50.5
2009
2010
2009
2010
2009
2010
Ingolstadt
Reichstett
Cressier
Throughput in 2010 was impacted by a
Throughput in 2010 was impacted
Throughput in 2010 was impacted by a
planned reformer catalyst regeneration
by a planned fluid catalytic cracking
planned turnaround in the second quar-
and planned catalyst changes at hydro
unit turnaround followed by a delayed
ter of 2010. Furthermore, throughput was
desulfurization units.
start-up. Furthermore, operations were
impacted due to the labor strike at the
affected during the first quarter by un-
port in Fos Sur Mer, France.
Throughput in 2009 was reduced as a
planned repairs on the debutanizer col-
result of planned downtime on the re-
umn. During the third and fourth quar-
Throughput in 2009 was impacted by
former unit and minor unplanned down-
ter, run rates were reduced as a result of
the SPSE pipeline incident in August
time.
strike actions in France.
2009.
Throughput in 2009 was impacted by the
incident at the SPSE pipeline, which limited crude supply causing downtime and
the acceleration of the turnaround of certain units originally scheduled for 2010.
22 | Petroplus Holdings AG | Annual Report 2010 | Operating and Financial Review
Refinery Operations – Throughput and Production Data
The following table provides a summary of total throughput and crude types processed, total production and refined petroleum
products produced by our six refineries for the years ended December 31, 2010 and 2009:
For the year ended December 31,
(in thousands of bpd)
2010
2009
Throughput
Crude Unit Throughput
260.3
44 %
200.3
31.3
5%
17.0
3%
–
–
1.4
0%
Light sour
107.4
18 %
128.1
24 %
Medium sour
114.0
19 %
84.6
16 %
18.3
3%
25.9
5%
531.3
89 %
457.3
86 %
64.9
11 %
71.8
14 %
596.2
100 %
529.1
100 %
Light sweet
Medium sweet
Heavy sweet
Heavy sour
Total Crude Unit Throughput
Other throughput
Total Throughput
38 %
For the year ended December 31,
(in thousands of bpd)
2010
2009
Production
Light Products
Gasoline
161.4
27 %
145.6
28 %
Diesels and gasoils
261.5
44 %
228.0
43 %
Jet fuel
35.0
6%
29.1
5%
Petrochemicals
11.9
2%
11.0
2%
Naphtha
20.1
3%
17.5
3%
Liquefied petroleum gas (LPG)
29.9
5%
29.8
6%
519.8
87 %
461.0
87 %
60.2
10 %
52.3
10 %
Total Light Products
Fuel oil/Bitumen
Solid by-products/fuel consumed in process/fuel & loss
Total Production
1)
1)
28.3
5%
26.3
5%
608.3
102 %
539.6
102 %
The fuel consumed in-process is a percentage of the total crude, feedstock and gasoline/diesel blending additives used.
Petroplus Holdings AG | Annual Report 2010 | Operating and Financial Review
Petroplus Throughput
2010
2009
49 %
Sweet
41 %
18 %
Light sour
24 %
19 %
Medium sour
16 %
3%
Heavy sour
5%
11 %
Other throughput
14 %
Petroplus Production
2010
2009
27 %
Gasoline
28 %
50 %
Middle distillates
48 %
5%
Naphtha/Petrochemicals
5%
5%
LPG
6%
5 % Solid by-products/fuel & loss 5 %
10 %
Fuel oil/Bitumen
10 %
|
23
24 | Petroplus Holdings AG | Annual Report 2010 | Operating and Financial Review
Liquidity and Capital Resources
Cash Flows
The following table summarizes the cash flow activity for the periods indicated, including cash flows from discontinued operations:
For the year ended December 31,
2010
2009
Cash flows from operating activities
(in millions of USD)
429.7
(97.1)
Cash flows from investing activities
(230.8)
(272.6)
Cash flows from financing activities
(40.4)
159.3
Net increase/(decrease) in cash and short-term deposits
158.5
(210.4)
Net foreign exchange differences
Cash and short-term deposits at beginning of period
Cash and short-term deposits at end of period
9.3
11.8
11.2
209.8
179.0
11.2
Cash Flows from Operating Activities
Net cash used in investing activities in 2009 resulted primarily
Net cash flows provided by operating activities were USD
from capital expenditures in addition to turnaround activities
429.7 million for the year ended December 31, 2010 as com-
at the Coryton, Petit Couronne, Reichstett and Ingolstadt re-
pared to net cash used in operating activities of USD 97.1 mil-
fineries.
lion for the same period in 2009. Net result, after excluding
non-cash depreciation and amortization and income tax ex-
Cash Flows from Financing Activities
penses, contributed USD 309.5 million for 2010 versus USD
Net cash flows used in financing activities were USD 40.4 mil-
162.8 million for 2009. Cash flows from operating activities
lion for the year ended December 31, 2010 as compared to net
were positively impacted by higher oil prices and improved re-
cash provided by financing activities of USD 159.3 million for
fining margin cracks for middle distillates and gasoline in 2010
the same period in 2009. Financing activities in 2010 primar-
compared to 2009. Net changes in working capital provided
ily represent net cash repayments on the RCF. Additionally,
an additional USD 163.0 million in cash flow for the year ended
in May 2010, the Company completed a private placement of
December 31, 2010 as compared to USD 248.4 million used
shares which resulted in gross proceeds of USD 136.4 million.
for the same period in 2009.
In September 2009, the Company issued Senior Notes,
Cash Flows from Investing Activities
9.375 % due 2019, resulting in net proceeds of USD 385.5 mil-
Net cash flows used in investing activities were USD 230.8
lion which were used to repurchase a portion of the Convert-
million for the year ended December 31, 2010 as compared
ible Bond, 3.375 % due 2013, in October 2009. Additionally,
to net cash used in investing activities of USD 272.6 mil-
the Company issued a USD 150.0 million Convertible Bond,
lion for the same period in 2009. The cash used in investing
4.0 % due 2015, and completed a rights offering which result-
activities in 2010 resulted primarily from planned capital ex-
ed in net proceeds of USD 272.0 million. Additional financing
penditures and turnaround activity in the fourth quarter 2009
activities represent repayment of borrowings under the work-
and during 2010. The disposal of PBF generated a net cash
ing capital facility.
inflow of USD 5.5 million after the cash contribution of USD
76.4 million in May 2010 and the subsequent disposal in October 2010 which resulted in cash proceeds of USD 81.9 million.
On January 12, 2010, the Company completed the sale of the
Antwerp Processing facility and associated working capital,
which resulted in net cash proceeds of USD 56.2 million.
Petroplus Holdings AG | Annual Report 2010 | Operating and Financial Review
|
25
Capital Spending
Our total capital expenditures are summarized in the follow-
We classify our capital expenditures, excluding acquisition
ing table by major category for the years ended December 31
expenditures, into five major categories:
2009 and 2010:
Permit-related capital expenditures include capital expen-
Actual Capital Expenditures
ditures for improvements and upgrades to our production
(in millions of USD)
facilities required by local authorities as a condition of the
Total
347.7
granting or renewal of the operating permits for our facilities.
These include process safety improvements and installation of
equipment to reduce emissions to the environment.
Sustaining capital expenditures include regular, non-permit
Total
226.9
350
1.9
Projects
300
3.7
IT/
Intangibles
–
9.9
related capital expenditures we incur to maintain our production facilities and to facilitate reliable operations.
250
Turnaround capital expenditures include capital expenditures
200
158.8 Turnaround
75.7
141.6
Sustaining
92.9
41.7
Permitrelated
48.4
incurred in connection with planned shutdowns to make necessary repairs, perform preventative maintenance, replace
catalysts and implement improvements. We perform major
150
scheduled turnarounds on each of our refineries generally
every four to five years, with an intermediate, minor turnaround
100
generally two years following each scheduled major mainten
ance turnaround.
Project-related capital expenditures include capital expenditures for improvements or upgrades to our production facilities
50
0
2009
2010
that have been identified to provide significant gross margin
returns. These projects are expected to either add capacity
or increase product yields in higher value petroleum products.
Information about our 2011 planned capital expenditures is
discussed in the “Outlook” section.
Information technology (“IT”)/Intangibles capital expenditures
include costs associated with software integration primarily
from acquisitions and system upgrades. This category also includes other hardware and capital expenditures for intangible
assets.
26 | Petroplus Holdings AG | Annual Report 2010 | Operating and Financial Review
Summary of Indebtedness
Working Capital Facilities
Revolving Credit Facility (“RCF”)
Overview
Certain of our subsidiaries are party to a USD 1.05 billion com-
The following table sets forth our financial indebtedness and
mitted multicurrency secured RCF agreement dated October
cash balances as of December 31:
16, 2009, which replaced our former revolving credit facility.
The RCF includes an option to increase the committed facil-
(in millions of USD)
2010
2009
ity amount up to USD 2.0 billion on a pre-approved but not
Long-term debt
1,692.0
1,683.8
pre-committed basis in the event of increased working capital
–
149.6
needs or future acquisitions. The Company also has access to
Total financial debt
1,692.0
1,833.4
significant uncommitted lines from committed banks, providing
Cash and short-term
179.0
11.2
increased liquidity on an as needed basis. As of December 31,
1,513.0
1,822.2
Working capital facilities
2010, the Company had additional uncommitted lines under the
deposits
Net financial debt
RCF of USD 1.07 billion, bringing the total size of the RCF to
USD 2.12 billion.
The following table illustrates the Company’s maturity profile
The RCF is available, subject to a current asset borrowing
for long-term interest-bearing loans and borrowings:
base, primarily in the form of letters of credit and short-term
loan advances. Not more than 60 % of the committed line util
Maturity Profile
izations may be in the form of short-term cash borrowings.
(in millions of USD)
The rate of interest on cash borrowings is the aggregate of
600
600
LIBOR plus a margin plus mandatory costs, if any. The mar-
600
500
400
400
gin is subject to a pricing grid determined by reference to the
Company’s ratio of Net Debt to Net Capitalization and ranges
from 2.75 % to 4.00 % for a ratio below 25 % or above 60 %,
300
150
200
respectively. Commissions on payment instruments are also
subject to a pricing grid determined by reference to the Com-
100
pany’s ratio of Net Debt to Net Capitalization.
0
2011 2012 2013 2014 2015 2016 2017 2018 2019
Senior Notes
Convertible Bonds
Borrowings under the RCF are jointly and severally guaranteed
by certain of our subsidiaries. Such borrowings are secured
by certain assets of the borrowers and of the guarantors.
The following description is a summary of our credit facilities
The form of such security includes certain pledges of bank
and other financing arrangements, including a description of
accounts held at participating banks, oil inventory, trade re-
the usage of such facilities and arrangements.
ceivables and other assets. In certain conditions related to
an event of default as defined in the RCF, the RCF Security
Agent can enforce the pledge over the pledged assets. These
pledges will expire together with the RCF on October 16, 2012.
As of December 31, 2010, we have no cash borrowings under
the RCF. The related financing costs of USD 15.1 million are
capitalized and amortized over the three-year term of the RCF.
The carrying amount of these costs under the RCF amounts to
USD 9.0 million as of December 31, 2010.
Other Working Capital Facilities
One of our subsidiaries has a smaller working capital facility
available in relation to Swiss compulsory stocks of which USD
nil (2009: USD 24.3 million) was drawn upon as of December
31, 2010.
Petroplus Holdings AG | Annual Report 2010 | Operating and Financial Review
|
27
Covenants
nominal value repayment on July 26, 2010) per share with a
The RCF contains covenants that could restrict certain of
fixed exchange rate on conversion of USD/CHF 1.0469. The
our activities, including restrictions on creating or permitting
2015 CB bears interest at the rate of 4.0 % per annum, with the
to subsist certain securities, engaging in certain mergers or
interest payable semi-annually in arrears on October 16 and
consolidations, sales or other disposals of certain assets, giv-
April 16 of each year the debt is outstanding, commencing on
ing certain guarantees, making certain loans, making certain
April 16, 2010. The financing costs related to the issuance of
investments, incurring certain additional indebtedness, en-
the 2015 CB have been capitalized in the aggregate amount of
gaging in different businesses, making certain debt or other
USD 2.6 million and are amortized over six years.
restricted payments, and amending or waiving certain material
agreements.
Convertible Bond USD 500 million, 3.375 % due 2013
(the “2013 CB”) redeemed on October 16, 2009
The RCF also includes three financial covenants, calculated on
On October 12, 2009, Petroplus announced the successful re-
a quarterly basis, requiring us to maintain:
sult of the tender offer to repurchase all of its outstanding USD
– a minimum Consolidated Tangible Net Worth of USD 1.5 billion;
500.0 million in guaranteed, convertible bonds due in 2013.
– a minimum ratio of Group Clean EBITDA (as defined in the
The 2013 CB was redeemed on October 16, 2009 at the ag-
RCF documentation) to Net Interest Expense of 2.5 to 1.0 for
gregate principal amount of USD 500.0 million, plus accrued
the four prior rolling consecutive quarters; and
interest calculated from September 26, 2009 until October 16,
– a minimum ratio of Current Assets to Current Liabilities of 1.05:1.
2009 (20 days). The related remaining capitalized financing
costs of USD 6.0 million and the difference between the carry-
Compliance with these covenants is determined in the manner
ing amount and the fair value of the liability portion of USD 2.1
specified in the documentation governing the RCF.
million were written off and included in the line item “Financial
expenses” in the Consolidated Statement of Comprehensive
At December 31, 2009, the Clean EBITDA to Net Interest Ex-
Income. The remaining difference of USD 35.0 million between
pense ratio was below 2.5 to 1.0. On January 27, 2010, the
the repurchase price of the bond and the fair value of the liabil-
Company received a waiver for the fourth quarter 2009 through
ity portion was recorded as a reduction of equity. The costs of
the third quarter 2010. During the waiver period, and, as long
the tender offer amounted to USD 2.6 million and were includ-
as the ratio of the Clean EBITDA to Net Interest Expense ratio
ed in the line item “Financial expenses” in the Consolidated
covenant was below 2.5 to 1.0, the interest rate margin on cash
Statement of Comprehensive Income.
borrowings was increased by 0.25 % and the Company was
required to meet an additional covenant. The Company’s Free
Senior Notes USD 400 million, 9.375 % due 2019
Cash Flow before working capital changes, as defined in the
(the “2019 SN”)
waiver documentation, could not be more negative than minus
On September 17, 2009, Petroplus Finance 3 Limited, Ber-
USD 250 million for the period starting from January 1, 2010
muda, an unrestricted subsidiary of the Company, issued USD
to each quarter end during the waiver period. The Company
400.0 million aggregate principal amount of 9.375 % senior
fulfilled this temporary covenant throughout the year 2010. The
notes due 2019 at an issue price of 98.42 % giving a yield of
Company is in compliance with all financial covenants based
9.625 %. The coupon is payable semi-annually in arrears on
on year-end 2010 financial figures, and has, therefore, exited
March 15 and September 15, beginning March 15, 2010. The
the waiver period.
2019 SN are presented net of capitalized financing costs of
USD 8.7 million which are amortized over ten years. The pro-
Long-Term Debt
ceeds from the 2019 SN were used to repurchase or redeem
Convertible Bond USD 150 million, 4.0 % due 2015
a portion of the 2013 CB on October 16, 2009.
(the “2015 CB”)
On October 16, 2009, Petroplus Finance Ltd., a subsidiary of
Upon successful completion of the tender offer and subse-
the Company, issued USD 150.0 million in guaranteed senior
quent repayment of the 2013 CB, Petroplus Finance Limited
secured convertible bonds due 2015. The debt is guaranteed
assumed the obligations of Petroplus Finance 3 Limited un-
by the Company as well as by certain of its subsidiaries. Each
der the 2019 SN, the Company and certain of its subsidiaries
bond in the principal amount of USD 100,000 is convertible
became guarantors of the 2019 SN and Petroplus Finance 3
into common shares of the Company at a conversion price of
Limited was released of all obligations under the 2019 SN.
CHF 30.42 (subsequent to a reduction of CHF 0.19 due to the
28 | Petroplus Holdings AG | Annual Report 2010 | Operating and Financial Review
Senior Note USD 600 million, 6.75 % due 2014 (the “2014 SN”)
Liquidity
& Senior Note USD 600 million, 7 % due 2017 (the “2017 SN”)
Our ability to pay interest and principal on our indebtedness
On May 1, 2007, Petroplus Finance Ltd., a subsidiary of the
and to satisfy our other debt obligations will depend upon our
Company, issued USD 600.0 million, 6.75 % senior notes due
future operating performance and the availability of new and
2014 and USD 600.0 million, 7 % senior notes due 2017 (to-
refinancing indebtedness, which can be affected by prevailing
gether the “Notes”). The Company used the proceeds from the
economic conditions and financial, business and other fac-
Notes primarily to fund the acquisition of the Coryton refinery.
tors, some of which are beyond our control.
The Senior Notes are presented net of total capitalized finan
cing costs of USD 18.1 million which are amortized over seven
We believe that our cash flows from operations, borrowings
and ten years, respectively.
under our existing credit facilities and other capital resources
will be sufficient to satisfy the anticipated cash requirements
Financial Covenants
associated with our existing operations during the next twelve
The main financial covenant under the 2015 CB, the 2014 SN,
months. Our ability to generate sufficient cash from our oper-
2017 SN and 2019 SN is an EBITDA to gross interest expense
ating activities depends on our future performance and global
coverage ratio which is required to exceed 2.0 to 1.0. This cov-
oil market pricing, which are subject to general economic,
enant is not a maintenance covenant and, therefore, when the
political, financial, competitive and other factors beyond our
ratio is not met, the Company is not in breach but only limited
control. The Company could, during periods of economic
in incurring certain debt or making certain payments outside
downturn, access the capital markets and/or other available
of the ordinary course of business as long as the ratio does not
financial resources to strengthen its financial position. In ad-
exceed 2.0 to 1.0.
dition, our future capital expenditures and other cash requirements could be higher than we currently expect as a result of
As of December 31, 2010 we are in compliance with this
various factors, including any acquisitions that we may complete.
covenant.
Contractual Obligations
The following table summarizes our material contractual obligations and commitments as of December 31, 2010:
Payment due by Period
(in millions of USD)
Interest-bearing loans and borrowings 1)
Total
< 1 year
1 – 5 years
> 5 Years
2,506.5
126.0
1,185.3
1,195.2
Finance lease commitments
30.2
3.4
13.4
13.4
Operating lease commitments
66.9
17.6
26.6
22.7
Purchase commitments 2)
Total
1)
2)
40.8
40.8
–
–
2,644.4
187.8
1,225.3
1,231.3
Represents nominal values of contractual obligations and undiscounted interest payments, excluding capitalized financing fees.
Represents contractual obligations for future capital expenditure purchase obligations.
Petroplus Holdings AG | Annual Report 2010 | Operating and Financial Review
Outlook
|
29
Foreign Exchange Rates
Various factors beyond our control, such as unplanned down-
The discussion below contains forward-looking statements that
time and changes in the value of the USD against the EUR,
reflect our current judgment regarding conditions we expect to
GBP and CHF, can cause actual results to differ from our ex-
exist and the course of action we expect to take in the future.
pectations. The 2011 outlook is based on the following ex-
Even though we believe our expectations regarding future events
change rate assumptions:
are based on reasonable assumptions, forward-looking statements are not guarantees of future performance. Our assump-
Foreign Exchange Rates Applied for 2011 Outlook
tions rely on our operational analysis and expectations for the
operating performance of our assets based on their historical
2011
operating performance, management expectations as described
EUR/USD
1.25
below and historical costs associated with the operations of
GBP/USD
1.50
those assets. Factors beyond our control could cause our ac-
CHF/USD
0.95
tual results to vary materially from our expectations, which are
discussed in the “Forward-Looking Statement” and elsewhere in
this document. The prospective financial information below is our
Refining and Marketing Operating Expenses
current judgment and should not be relied upon as being neces-
We expect refining and marketing operating expenses, de-
sarily indicative of future results, and the reader is cautioned not
fined as refining personnel, operating and other administra-
to place undue reliance on this prospective financial information.
tive expenses that pertain to the processing of crude oil and
We undertake no obligation to update any forward-looking state-
feed/blendstock into refined products, to be approximately
ments contained in this document as a result of new information,
USD 665 million for 2011. Natural gas and electricity will be
future events or subsequent developments, or otherwise.
the largest components of our variable operating expenses.
Other significant components of operating expenses are our
Market
employee costs, ongoing repair and maintenance, catalysts
We expect the market outlook for 2011 to remain challenging,
and chemicals. As a significant portion of refining and mar-
but to improve over 2010 for the European refining industry as
keting operating expenses is incurred in local currency, actual
we see signs of an economic revival in the Atlantic Basin and
results will be impacted by changes in the value of the USD.
a corresponding gradual increase in consumption, which we
believe will drive improved refining margins. While we expect
Other Administrative and Non-Refinery Personnel Expenses
refining margins will continue to fluctuate, we believe that we
We expect our other expenses, comprised of non-refining and
are adequately positioned in the industry to perform and fund
marketing personnel and other administrative expenses, ex-
our operations under current and expected market conditions.
cluding incentive compensation, to be approximately USD 120
million for 2011. As a significant portion of personnel and other
Budget 2011
administrative expenses is incurred in local currency, actual
results will be impacted by changes in the value of the USD.
Summary of Estimated Costs 2011
Depreciation and Amortization
(in millions of USD)
2011
We expect depreciation and amortization expenses to be
Refining and marketing operating expenses
665
approximately USD 335 million for 2011. Our depreciation
Other administrative and non-refinery
120
expenses will vary in future periods based on completion
personnel expenses 1)
Depreciation and amortization
and placing into service of our capital expenditure activity.
335
Interest rate on indebtedness
7.2 %
Interest Expense
Approximate effective income tax rate
10 %
We expect that our net interest for borrowings under the work-
315
ing capital facilities will have a blended rate of the published
Capital expenditures
1)
Excludes incentive compensation.
LIBOR rate plus approximately 3 %. Additionally, we expect to
incur interest expense at a blended rate of 7.2 % on our longterm debt. We will also incur non-cash accretion expense in
relation to the USD 150.0 million CB and the USD 400.0 million
Senior Note of approximately USD 6 million for 2011. Interest
30 | Petroplus Holdings AG | Annual Report 2010 | Operating and Financial Review
expense will also include letter of credit fees and non-cash
Capital Expenditures
deferred financing charges of approximately USD 7 million per
We expect capital expenditures to be approximately USD 315
quarter.
million for 2011. The following table summarizes our budgeted
capital expenditures, excluding future acquisitions, for the year
ending December 31, 2011, by major category:
Income Taxes
We expect our effective tax rate for 2011 to be approximately
10 % of our net income before income taxes, excluding any
Planned Capital Expenditures for 2011
non-recurring events. Our effective income tax rate will vary as
(in millions of USD)
realized refining margins and foreign currency rates fluctuate.
Additionally, our effective income tax rate will also vary in connection with any acquisitions or disposals.
350
Total
315
6
Non-refining
and IT
91
Turnaround
152
Sustaining
66
Permit-related
300
250
200
150
100
50
0
2011
Refinery Operations – Throughput Estimates for 2011
The throughput estimates set forth below assume that our refinery operations will experience no operating disruptions or economic run cuts in 2011 other than scheduled maintenance shutdowns:
(in thousands of bpd)
Coryton
175 to 185
Ingolstadt
85 to 95
Antwerp
95 to 105
Reichstett
55 to 65
Petit Couronne
115 to 125
Cressier
55 to 65
Petroplus Holdings AG | Annual Report 2010 | Operating and Financial Review
Risks Relating to Our Business
and Our Industry
|
31
which can also be affected by prevailing economic conditions
and financial, business and other factors. If current financial
market conditions were to continue or become worse, we may
We are subject to various risks relating to changing economic,
have to seek alternative sources of potentially less attractive
political, legal, social, competitive, industry, business and finan-
financing, which may have a material adverse effect on our
cial conditions. The main risks we face are described below.
financial condition.
Unfavorable general economic conditions have had
and may continue to have a negative effect on our
business, results of operations, financial condition,
and future growth prospects.
Refining margins significantly impact our profitabil
ity and cash flow. Crude oil prices, refined petroleum
product prices, refining margins and our results of
operations have fluctuated significantly in the past.
Over the past two years, a worldwide financial and economic
As an oil refiner, our results are primarily affected by the dif-
crisis has affected essentially all regions of the world and all
ferential between refined petroleum product prices and the
business sectors. While there are currently indications that
prices of crude oil used for refining. This price differential, once
some of the world’s major economies have started to recover
direct costs are subtracted, constitutes our refining margin.
from the crisis, there can be no assurance that this trend will
This means we will not generate operating profit or positive
continue or that the financial and economic conditions will not
cash flow from our refining operations unless we are able to
worsen again. Lower levels of economic activity during periods
sell refined petroleum products at margins sufficient to cover
of recession often result in declines in energy consumption,
the fixed and variable costs of our refineries. Refining margins
including declines in the demand for and consumption of our
have declined since their highs in the middle of 2008. Refin-
refined products. This could cause our revenues and refining
ing margins could decline further in the future due to factors
margins to decline and, in turn, have a material negative effect
beyond our control. A decrease in refining margins could have
on our business, results of operations, financial condition, and
a material adverse effect on our business, results of operations
future growth prospects.
and financial condition.
Historically, refining margins have fluctuated substantially.
Ongoing disruptions in the financial markets may
adversely affect our ability to obtain credit and
financing on reasonable terms, which may have a
material adverse effect on our financial condition.
Refining margins are influenced principally by supply and demand for crude oil and refined petroleum products, which in
turn determine their market prices. Other factors (although the
list below is non-exhaustive), in no particular order, that may
have an impact on prices and refining margins include:
Current global credit market conditions have a material impact
on the availability of financing, making terms for certain financing less attractive and, in some cases, resulting in a lack of
availability of certain types of financing. We have historically
– changes in global economic conditions, including exchange
rate fluctuations;
– changes in global and regional demand for refined petroleum
products;
accessed the capital markets for financing to fund acquisitions
– market conditions in countries in which we refine or sell our
and may seek to do so in the future. We also rely on the re-
refined petroleum products and the level of operations of
volving credit facility to finance crude oil purchases and other
other refineries in Europe;
operational expenditures. Continued uncertainty in the credit
– aggregate refining capacity in the global refining industry to
markets and capital markets may negatively impact our ability
convert crude oil into refined petroleum products, including
to renew this financing or to access other financing on reason-
additional export refining capacity in developing countries,
able terms or at all, which may have an adverse impact on
particularly India and China, which could reduce the market
our financial condition if our cash needs exceed our internally
generated cash flow. In addition, our ability to pay interest and
principal on our indebtedness and to satisfy our other debt obligations will depend upon our future operating performance
and the availability of new and refinancing indebtedness,
share of European refiners;
– changes in the cost or availability of transportation for crude
oil, feedstocks and refined petroleum products;
– availability of price arbitrage for refined petroleum products
between different geographical markets;
32 | Petroplus Holdings AG | Annual Report 2010 | Operating and Financial Review
– political developments and instability in petroleum producing
which may result in higher costs or the unavailability of crude
regions such as the Middle East, Russia, Africa and South
oil. If we are unable to obtain adequate crude oil volumes or
America;
are only able to obtain such volumes at unfavorable prices, our
– the ability of the Organization of Petroleum Exporting Countries (“OPEC”) and other petroleum producing nations to set
margins and our other results of operations could be materially
adversely affected.
and maintain oil price and production controls;
– seasonal demand fluctuations;
– expected and actual weather conditions;
– to the extent unhedged, changes in prices from the time
crude feedstocks are purchased and refined petroleum
products are sold;
– the extent of government regulation, in particular as it relates
to environmental policy, fuel specifications and energy taxes;
– the ability of suppliers, transporters and purchasers to per-
We are dependent on certain third party suppliers
for the provision of services that are necessary for
our refineries’ operations, including the supply of
crude oil feedstocks. If third parties are unable to
perform under our contracts with them or cancel
these contracts, we may be unable to operate our
refineries or deliver refined products to customers.
form on a timely basis, or at all, under their agreements (including risks associated with physical delivery);
– the development, availability, price and acceptance of alternative fuels; and
Each of our refineries is partially or wholly dependent on receiving a steady and adequate supply of utilities such as electricity, natural gas and water provided by local companies. Any
– terrorism or the threat of terrorism that may affect supply,
disruptions in these utilities, such as a power grid failure, could
transportation or demand for crude oil and refined petroleum
force us to shut down the affected refinery and have a material
products.
adverse effect on our results of operations, financial condition
and cash flows.
Disruption of our ability to obtain crude oil and
other feedstocks could reduce our margins and
materially affect our results of operations.
If any of our service, transport or storage arrangements are
terminated or disrupted, this could have a material adverse
effect on our business, results of operations, financial condition, and cash flows. Moreover, to the extent our customers
We require crude oil and other feedstocks to produce refined
require us to deliver our products by specified delivery dates
petroleum products. We purchase our crude oil primarily on
and we fail to do so because we are not able to make alterna-
the spot and forward markets from, among others, oil majors,
tive service arrangements, we may incur penalties and suffer
crude oil marketing companies and independent producers.
reputational damage.
Crude oil supply contracts are generally short-term contracts
with market responsive price provisions. In addition, a significant portion of our crude oil is supplied from the North Sea, Africa, Russia and Kazakhstan making us subject to the political,
Our business is subject to significant environmental
regulations and environmental risks.
geographic and economic risks attendant to doing business
with suppliers located in those regions, such as labor strikes,
Like those of other oil refiners, our operations are subject to
regional hostilities and unilateral announcements by any of the
numerous national, regional and local environmental laws and
countries within these regions that some or all oil exports for
regulations, including legislation that implements international
a specified period of time will be halted. In the event that one
conventions or protocols. In particular, these laws and regula-
or more of our supply contracts are terminated or not fulfilled,
tions restrict the types, quantities and concentration of various
we may not be able to find alternative sources of supply. More-
substances that can be released into the environment in con-
over, unlike certain of our competitors that have their own oil
nection with production activities and impose administrative
exploration and production operations, we are dependent on
sanctions and criminal and civil liabilities for pollution. These
third parties for continued access to crude oil and other raw
laws and regulations also restrict air emissions and waste-
materials and supplies at appropriate prices. Further, we may
water discharge resulting from the operation of refineries and
be subject to governmental restrictions on our purchases of
other facilities as well as establish standards for the composi-
certain crude oil because of economic sanctions against the
tion of gasoline, diesel fuel and other petroleum products. In
government of the country that is the source of the crude oil,
addition, our operations are subject to laws and regulations
Petroplus Holdings AG | Annual Report 2010 | Operating and Financial Review
|
33
relating to the generation, handling, transportation, sale, stor-
tation of data regarding such contamination, or future con-
age, disposal and treatment of materials that may be con
tamination of any of our sites or otherwise arising out of our
sidered to be contaminants when released into the environment.
activities and operations.
Environmental laws and regulations that affect our operations,
We are subject to European Union (“EU“) regulations on car-
processes and margins have become and are becoming in-
bon dioxide emission. In 2010 and in prior years, we have op-
creasingly stringent. If we violate or fail to comply with these
erated within the allowable limits of carbon dioxide emissions.
laws and regulations, we could be fined or become liable for
There is no assurance that we will not be required to purchase
remediation costs or subject to other sanctions. In addition,
carbon dioxide credits in the market, be levied any fines or
regulatory authorities could suspend our operations or refuse
experience any operational disruption due to our facilities’ car-
to renew the permits and authorizations we require to operate.
bon dioxide emissions.
They could also mandate upgrades or changes to our processes that could have a significant impact on our costs.
In addition to potential liability for remediation costs and regulatory non-compliance, we may be liable for the environmental
We need a variety of permits to conduct our facilities. We must
impact of our operations on third parties. We could also be
comply with and renew these permits. Failure to comply with
liable to third parties, without limitation, for crude oil or refined
our permits could subject us to civil penalties, criminal sanc-
petroleum product spills, discharges of hazardous materials
tions and closures of our facilities.
into the soil, air and water and other environmental liabilities.
Compensation to third parties, as well as other liabilities men-
Sites at which we operate have a long history of industrial ac-
tioned, may involve significant costs. Any such costs could
tivities and may be, or may have been in the past, engaged
reduce or eliminate the funds available for financing our normal
in activities involving the use of materials and processes that
operations and planned development or result in the loss of
could give rise to potential remediation liabilities. Potential li-
our properties. We cannot assure you that discharges of haz-
abilities can also arise in relation to land previously owned by
ardous materials will not occur in the future or that third parties
companies or refineries that we have acquired but where such
will not assert claims against us for damages allegedly arising
land was sold prior to our acquisition of those companies or
out of any past or future contamination.
refineries. With respect to our acquisitions, we cannot assure
that our due diligence investigations identified or accurately
Stricter environmental, health and safety laws and enforcement
quantified all material environmental matters and contingen-
policies could result in substantial costs and liabilities for us
cies relating to acquired facilities. In addition, environmental
and could result in our handling, manufacture, use, reuse or
indemnities given to us by sellers typically contain thresholds
disposal of substances or pollutants being subjected to more
and other limitations as to the aggregate amount of the sellers’
rigorous scrutiny by regulatory authorities than is currently the
obligations. Consequently, we may incur significant costs to
case. Compliance with these laws could result in significant
remediate pre-existing environmental contamination or condi-
capital expenditures as well as other costs and liabilities, there-
tions at sites we have acquired.
by harming our business.
We have identified soil and groundwater contamination at
In addition, we cannot assure that we will be able to meet future
certain of our sites, are undertaking measures to address the
refined product standards that may be introduced in the EU or
contamination and are in consultation with regulatory auth
other relevant jurisdictions or that we will have sufficient funds
orities where necessary. We have budgeted expenditures at
to make the necessary capital expenditures to produce prod-
three of our refineries relating to known contamination, and
ucts that comply with future specifications and regulations.
we may need to make additional expenditures, which could be
significant, to comply with environmental laws and regulations.
The risk of significant environmental remedial liability is inher-
We may be liable for significant environmental costs
relating to past and/or future transactions.
ent to our business. No assurance can be given that such liability will not arise in the future as a result of the application of
In connection with acquisitions of certain of our refineries, we
present or future laws and regulations to existing contamina-
may become responsible for certain environmental clean-up
tion, whether presently detected or otherwise, or misinterpre-
liabilities or costs. Some of the acquisition agreements for our
34 | Petroplus Holdings AG | Annual Report 2010 | Operating and Financial Review
refineries provide that, subject to certain limitations, the sellers
refinery processing units may be dependent on or interact
will indemnify us only against a certain percentage, on a slid-
with damaged sections of our refineries and, accordingly, are
ing scale basis for a specified period and with certain limita-
also subject to being shut down. In addition, damage to the
tions. We have also agreed to indemnify certain of the sellers
pipelines transporting product to and from our refineries could
against environmental liabilities and costs to the extent these
cause an interruption in production at those facilities. In the
liabilities and costs are not covered by the sellers’ indemnities.
event any of our refineries are forced to shut down for a signifi-
There is no assurance that the sellers will satisfy their obliga-
cant period of time, or if any of the above events are not fully
tions under their agreements or that the liabilities and costs
covered by our insurance, this would have a material adverse
in excess of those that the sellers have agreed to reimburse
effect on our results of operations and financial condition.
us for will not be significant or that significant liabilities will not
arise with respect to the other matters we have assumed or for
which we are indemnifying the sellers. Moreover, if any of the
sellers were to become insolvent, such seller would be unable
to reimburse us for any environmental liabilities. In addition,
we may agree to be responsible for these or other types of
environmental liabilities in connection with future acquisitions.
We cannot assure that these environmental liabilities and/or
We may be exposed to economic disruptions in the
various countries in which we operate and in which
our suppliers and customers are located. These
disruptions could adversely affect our operations,
tax treatment under foreign laws and our financial
results.
costs or expenditures to comply with environmental laws will
not have a material adverse effect on our current or future re-
Although we operate primarily in the United Kingdom, Germa-
sults of operations and financial condition. In connection with
ny, France, Belgium, and Switzerland, our operations extend
divestitures of refineries, liabilities may be left with us under the
beyond these countries. We export refined petroleum products
sale agreements.
to certain other areas, including the Netherlands and North
America. In addition, we purchase the crude oil that we refine
predominantly from the North Sea, Africa, Russia and Kazakh-
We must comply with health and safety regulations
at our facilities and failure to do so could result in
significant liabilities, fines and/or penalties.
stan. Accordingly, we are subject to legal, economic and market risks associated with operating internationally, purchasing
crude oil and supplies from other countries and selling refined
petroleum products to them. These risks include:
Our activities are subject to a wide range of EU, national, pro-
– interruption of crude oil supply;
vincial and local occupational health and safety laws and regu-
– devaluations and fluctuations in currency exchange rates;
lations in each jurisdiction in which we operate. These health
– imposition or increase of withholding and other taxes on re-
and safety laws are constantly changing. Failure to comply
mittances by foreign subsidiaries;
with these health and safety laws could lead to criminal viola-
– imposition of trade restrictions or embargoes against certain
tions, civil fines and changes in the way we operate our facili-
states, preventing us from buying crude oil and other feed-
ties, which could increase the costs of operating our business.
stock from, or selling products to, these states;
– imposition or increase of investment and other restrictions by
foreign governments;
A significant interruption or casualty loss at any of
our refineries could reduce our production, particularly if not fully covered by our insurance.
– failure to comply with a wide variety of foreign laws; and
Our operations could be subject to significant interruption if
Our international operations also expose us to different social,
any of our refineries were to experience a major accident, be
political and business risks in each jurisdiction, including:
damaged by severe weather or other natural disaster or other-
– compliance with union and collective bargaining agreements
wise be forced to shut down or curtail production due to
unforeseen events, such as acts of nature, power outages,
fires or acts of terrorism. Any such shutdown would reduce the
– unexpected changes in regulatory environments and government policies.
in a number of locations;
– implementation of local solutions to manage credit risks of
local customers;
production from that refinery. There is also risk of mechanical
– fluctuations in currency exchange rates; and
failure and equipment shutdowns, both in general and follow-
– impacts arising from political, social and labor instability that
ing unforeseen events. Further, in such situations, undamaged
could disrupt or increase the cost of our operations.
Petroplus Holdings AG | Annual Report 2010 | Operating and Financial Review
|
35
We cannot assure that we will develop and implement systems
other resources substantially greater than ours. Competition
and policies that enable us to operate profitably, or at all, in all
could cause price reductions, reduce our margins or result in
of the locations where we do business.
loss of market share for our products and services. This may
adversely affect our results of operations.
As we operate in multiple jurisdictions, we may be
subjected to changes in tax law or practice, which
potentially represent a risk to our tax planning.
In recent years, several companies have announced projects
that would increase refining capacity. These projects are primarily located in regions that are expecting growth in population and demand for oil, especially in the Asia-Pacific region.
We are subject to taxation in multiple jurisdictions and are
Many of these projects were announced in response to high
faced with increasingly complex tax laws. The tax laws in these
refining margins enjoyed during 2007 and 2008. Although
jurisdictions may change or be subject to differing interpreta-
these projects have long lead times and some of them may be
tions, possibly with retroactive effect, including the imposition
delayed or cancelled, many or all of them are likely to be com-
of substantially higher tax or interest payments, which could
pleted in the future, thereby leading to an increase in global
have a material adverse effect on our liquidity and results of
refining capacity. Developing countries, particularly India and
operations. Any changes in laws or regulations, or a failure
China, among other emerging economies, have built and are
to comply with any such laws or regulations, may adversely
continuing to build refining capacity. Refineries in these coun-
affect our performance. In addition, taxing authorities could
tries, which operate on very low wages and with different en-
review and question our tax returns, leading to additional taxes
vironmental and safety standards, are expected to continue
and penalties that could be material.
to capture market share in Europe and the US. This increase
in capacity could lead to a decrease in our refining margins
and have a material adverse effect on our business and results
We face significant competition. Increases in global
refining and conversion capacity could further
increase the competition we face and harm our
business.
We face domestic and international competition in the markets
in which we participate. The refining and marketing industry is
from operations.
Changes in oil prices affect our inventory and influence our commercial and operational decisions,
which in turn may impact our financial and operating results.
highly competitive with respect to both feedstock supply and
refined product markets. We compete with many companies
Over the twelve months ended December 31, 2010, on aver-
for available supplies of crude oil and other feedstocks and for
age, we held approximately 21 million barrels of crude and
outlets for our refined products.
product inventory on hand, representing the level of inventory we hold on average in order to maintain our daily refinery
We do not produce any of our crude oil feedstocks. Many
operations and sales requirements. This level fluctuates on a
of our competitors, including, but not limited to, BP, Exxon
daily basis, depending on the timing of crude purchases and
Mobil, Shell and Total, obtain a significant portion of their
product sales, our operations and optimization of crude and
feedstocks from company-owned production, and some
product pricing. We are exposed to the fluctuation in crude
have retail outlets. Competitors that have their own produc-
and product pricing on the inventory we hold. If crude prices
tion, more complex refineries or more diverse operations may
rise or decline by USD 10 per barrel, the impact on our margin,
be better able than us to withstand volatile industry condi-
using the 21 million barrels we hold on average, could result
tions, including shortages of crude oil or refined petroleum
in a gain or loss of approximately USD 210 million. Currently,
products, volatility in prices for crude oil or refined petroleum
we use a commodity price management program to manage
products or intense price competition at the wholesale level.
a small portion of our exposure to fluctuations in commod-
Further, with the adoption of stricter environmental standards
ity pricing. Under this program, we enter into commodity In-
in Europe and the US and the historically high level of refining
tercontinental Exchange futures contracts and counterparty
margins, many of our competitors are expected to upgrade
swaps to lock in the price of certain commodities. Our inability
their refining facilities, which would increase the competition
to manage inventory levels or acquire inventory at attractive
faced by us in the markets for our particular slate of refined
prices could have a material adverse effect on our business
petroleum products. In addition, oil majors have financial and
and results from operations.
36 | Petroplus Holdings AG | Annual Report 2010 | Operating and Financial Review
Additionally, we are exposed to the refining margin crack,
We continually assess potential acquisitions of refining assets
which is defined as the net result of the purchase of crude
that would complement our businesses and expand our refin-
and the corresponding sale of the refined product. If the refin-
ery and storage capacity. We may elect to fund future acquisi-
ing margin crack, based on fluctuations in crude and product
tions with equity and/or debt financing and/or cash on hand.
pricing, were to rise or decline by USD 1 per barrel against
We cannot assure you, however, that our cash on hand and
actual prices over the relevant periods, the effect on our profit
available debt and equity funding will be sufficient to fund any
before income taxes would have been a gain or loss of approx-
future acquisitions or investments and, in such an event, we
imately USD 218 million in 2010 and USD 193 million in 2009.
might be required to forego attractive acquisition candidates
This analysis does not take into consideration any changes in
or investment opportunities.
commercial or operating decisions that might be made given
the change in the environment, changes in the inventory held,
or other factors that might be present in a volatile crude and
product pricing environment. We do not currently have any
material refining margin hedging transactions in place. A decline in the refining margin crack could have a material adverse
effect on our results from operations.
We need significant capital to fund our working
capital and any potential future acquisitions.
Unscheduled or unexpectedly long scheduled repair, maintenance and turnarounds at our refineries
could affect our results of operations. In addition, as
refining margins are volatile, it is possible that periods of expected low refining margins during which
we undertake scheduled turnarounds could turn out
to be high margin periods.
We need to carry out regular maintenance at our refineries.
Our refineries are typically shut down every four to five years
We will require significant amounts of capital to fund our work-
for major turnarounds to make necessary repairs, perform
ing capital and future acquisitions.
preventative maintenance, replace catalysts and implement
capital improvements. These shutdowns vary in duration de-
We purchase crude oil mostly on the spot and forward mar-
pending on the complexity of the refinery and the work to be
kets, and we primarily finance those purchases via letters of
performed, but typically last between four and five weeks. We
credit through our working capital facilities. Because prices
also shut down each refinery two years after each major turn-
of crude oil can be volatile, it is crucial for us to have access
around in order to perform an intermediate turnaround, which
to these facilities. The availability of funds under our working
typically lasts between three and four weeks. In addition, por-
capital facilities is conditional upon, among other things, our
tions of our refineries may be shut down for shorter periods to
continued compliance with the covenants contained therein. If
perform more limited maintenance, catalyst replacement and
we fail to meet these conditions and are unable to obtain let-
capital improvements. Although we attempt to schedule shut-
ters of credit or draw funds under our working capital facilities,
downs during periods of low refining margins, it is possible
our financial condition would be severely impacted.
that our refineries may be shut down during periods of high
margins as a result of, for example, the volatility and unpre-
In addition, because most of our working capital facilities ac-
dictability of refining margins or scheduled shutdowns taking
crue interest on a floating-rate basis, increases in base interest
longer to complete than expected.
rates may negatively impact our financial condition.
We will also be required to make expenditures on a regular
basis to repair, maintain and upgrade our facilities. We must
continue to make sustaining and turnaround capital expendi-
A substantial portion of our workforce is unionized,
and we may face labor disruptions that would interfere with our refinery operations.
tures at our six refineries. If we are unable to fund these capital expenditures, production capacity at our refineries may fall
Our operations have been in the past and may in the future
and our refineries might be unable to produce products that
be affected by labor disruptions involving our employees and
comply with future regulations, have their operating permits
employees of third parties. Over half of our refinery employ-
revoked or otherwise be adversely affected.
ees are represented by trade unions under collective bargaining agreements, which are generally renegotiated every year.
Negotiations with these unions have, at times, been difficult.
Petroplus Holdings AG | Annual Report 2010 | Operating and Financial Review
We have been in the past and may in the future be affected
by strikes, lockouts or other significant work stoppages, any
of which could adversely affect our business, results of oper
|
37
Our indebtedness could have a material adverse effect on our financial position and may limit our
financial flexibility.
ations or financial condition.
Subject to certain restrictions in our bank working capital facilIn addition, employee rights in certain jurisdictions in which we
ities and other existing and planned debt agreements, we may
operate, including France and the United Kingdom, may make
incur significant additional debt in the future to fund our work-
it more challenging and costly to restructure or terminate the
ing capital needs and for other purposes, including possible
operations of refineries in those jurisdictions.
future acquisitions. We have incurred and will continue to incur
substantial short-term debt to fund our working capital needs.
Loss of key executives and failure to attract qualified management could limit our growth and negatively impact our operations.
Our substantial debt could have important consequences for
We depend highly upon our Board of Directors and Execu-
– increase our vulnerability to adverse general economic and
us. For example, it could:
– make it more difficult for us to satisfy our debt-service obligations;
tive Committee team. We will continue to require operations
industry conditions;
management personnel and other key employees with refinery
– limit our ability to obtain additional financing to fund our
industry experience. We do not know the availability of such
capital expenditures, working capital, acquisitions and other
experienced management personnel or how much it may cost
to attract and retain such personnel. The loss of the services
of any member of the Executive Committee or the inability to
hire experienced management personnel or other key executives could materially adversely affect our operations and financial condition.
general corporate requirements;
– limit our flexibility in planning for, or reacting to, changes in
our business and the industry in which we operate;
– limit our ability to take advantage of significant business opportunities;
– place us at a competitive disadvantage compared to our
competitors that have lower leverage and/or greater access
to capital resources than we have;
Any military strikes, sustained military campaigns
or terrorist activity in the areas or regions where we
do business could have a material adverse effect
on our business, results of operations and financial
condition.
– limit our ability to distribute dividends;
– negatively impact payment terms with our creditors; and
– require us to dedicate a substantial portion of our cash flow
from operations to payment of our debt.
In addition, our failure to comply with the covenants and re-
Any military strikes or sustained military campaigns in areas
strictions contained in the agreements governing our indebted
or regions of the world where we acquire crude oil and other
ness could trigger defaults under those agreements.
raw materials or sell our refined petroleum products may
affect our business in unpredictable ways, including forcing
us to increase security measures and causing disruptions of
Critical Accounting Judgments and Estimates
supplies and distribution markets. Further, like other industrial
companies, our facilities may be the target of terrorist activi-
For discussion on our critical accounting judgments and es-
ties. Any act of war or terrorism that resulted in damage to
timates, see Note 2 “Summary of Significant Judgments and
any of our refineries or third party facilities upon which we are
Estimates” in the Consolidated Financial Statements in this
dependent for our business operations could have a material
Annual Report.
adverse effect on our business, results of operations and
financial condition.
Corporate
Responsibility
40
I
Principles
40
I
Strategy
40
I
Safety and Health
41
I
Environment
42
I
43
I
Employees
43
I
Business Integrity and Transparency
Social Performance, Community
and Public Affairs
40 | Petroplus Holdings AG | Annual Report 2010 | Corporate Responsibility
Corporate Responsibility
consequence but higher likelihood events – “Occupational
Safety” effectively.
Principles
In 2010, we improved Process Safety by 18 %, as measured
by our key indicators, compared to 2009. Process Safety is
Our Company regards the effective management of Safety,
about managing the risks associated with our day to day plant
Health and Environmental (“SHE”) risks and good corporate
operations.
citizenship as core responsibilities of our industry. The main
purpose of our initiatives, as outlined below, is to prevent ma
During 2010, Lost Work Incidents (“LWI”) were reduced by
jor incidents, occupational injuries, environmental harm and to
17 % and Restricted Work Incidents (“RWI”) by 24 % compared
provide transparency and business integrity.
to 2009. LWI is defined as a work-related injury that causes the
injured person to be away from work for at least one normal
shift because he/she is unfit to perform any duties. RWI is de
Strategy
fined as a work-related injury which causes the injured person
to be assigned to other work on a temporary basis or to work
Promoting Understanding and Effective Management of Safety, Health and Environmental Risks
his/her normal job less than full time or without undertaking all
the normal duties.
Our operating approach is based on open discussion of SHE
risks and the ways in which these can be mitigated to a level
that is as low as reasonably practicable. We believe that it is
only by maintaining a strong focus on the SHE performance of
our assets that we can deliver sustainable profitability for our
stakeholders.
18 %
In 2010, we improved Process Safety by 18 %, as
measured by our key indicators, compared to 2009.
Promoting Operational Excellence in Safety
and Reliability
We devote significant time and resources to improving the
Our key performance indicators in both of these areas are re
safety, reliability and environmental compliance of our oper
viewed regularly and updated to ensure that they reflect recog
ations and continue to emphasize SHE in all aspects of our
nized industry good practice and continue to help us to focus
operations.
on the highest priority issues.
Employing Highly Skilled Refining Professionals to
operate Refining Assets
As an improving continuum, our SHE Management system is
Our strategy is to employ highly skilled refining sector profes
integrates learning from our incidents as well as other inci
sionals and to create a working environment that encourages
dents within the industry and ensures that its processes and
our employees to use recognized industry good practices to
procedures are reviewed and adapted if necessary. In order to
improve the safety and efficiency of our refineries.
assist in this, Petroplus participates in relevant industry health
constantly under review. As a matter of course, the Company
and safety groups.
Safety and Health
SHE performance is reviewed on a quarterly basis and all find
ings are reported to the Executive Committee and the Board
Petroplus employs approximately 2,600 employees throughout
of Directors.
Northwest Europe. We encourage a culture which fosters open
discussion of SHE matters, effective reporting and thorough in
Chemicals Regulation – REACH
vestigation of incidents and near-misses to prevent recurrence.
Since the introduction of a new regulatory framework for
We train employees in safe work practices and involve employ
chemicals called REACH (registration, evaluation and auth
ees in establishing safety standards and operating practices.
orization of chemicals) in 2007, all manufacturers and import
ers of chemicals must identify and manage risks linked to the
There is a need to plan for and manage both high conse
substances they manufacture and market. For substances
quence but low likelihood events – “Process Safety” and lower
manufactured or imported, companies are required to sub
Petroplus Holdings AG | Annual Report 2010 | Corporate Responsibility
|
41
mit a registration dossier to the European Chemicals Agency
and treatment of materials that may be considered to be con
(“ECHA”). The ECHA then assesses whether the registration
taminants if released into the environment.
dossier complies with the regulations and evaluates test
pre-registered all relevant substances which are produced or
Carbon Dioxide (CO2) and Emissions
Trading Directive
imported with the ECHA. Petroplus completed all necessary
To help meet the greenhouse gas emissions reduction targets
steps for the full registration in December 2010.
identified in the Kyoto Protocol, the EU adopted the Emissions
ing proposals. As a manufacturer of oil products, Petroplus
Trading Directive which established a scheme for trading green
Petroplus has not altered its existing product portfolio and
house gas emissions allowances (the ‘‘EU-ETS’’).
therefore all substances that are currently manufactured or
are imported by Petroplus into the European Union (“EU”)
have been registered. Additionally, we have reviewed the sub
stances that are supplied to Petroplus to ensure that they are
registered by the suppliers.
CO2
Petroplus operated within its allocated CO2 allowances
Petroplus is a member of CONCAWE, the oil companies’ Euro
for 2008, 2009 and 2010 and expects this to be the
pean association for environment, health and safety in refining
case for 2011.
and distribution, which supports the registration process for
its member companies. Petroplus plays an active role in CON
CAWE’s management groups that deal with the implementa
Oil refineries are included within the mandatory scope of ap
tion of REACH.
plication of the EU-ETS which requires EU Member States to
set a cap on the amount of greenhouse gas emissions from
Support and Compliance with EU Regulations
certain facilities. There are mandatory caps on carbon di
Petroplus is also a member of European Petroleum Industry As
oxide emissions from combustion plants and certain specific
sociation (“EUROPIA”) that represents the oil refining and mar
industry sectors. Based on these caps, facilities are allocated
keting industry in Europe. EUROPIA contributes in a constructive
allowances in the form of credits to an account held at the
and proactive way to the development of EU policies, while pro
central registry of each EU Member State. Each Member State
moting and enhancing the reputation of the oil industry.
is required to prepare and publish a National Allocation Plan
to specify the total quantity of CO2 emission allowances that
Petroplus is also a member of the National Oil Industry Associ
Member States would grant to companies. All of our refineries
ations (NOIA) in member EU countries. Through these groups,
hold permits as required by the EU-ETS Directive. Petroplus
Petroplus is able to participate in local policy development in a
operated within its allocated CO2 allowances for 2008, 2009
productive manner.
and 2010 and expects this to be the case for 2011.
Other Emissions Monitoring and Regulations
Environment
Our refineries monitor their emissions to ensure compliance
with limits set by the relevant national environmental author
Laws and Regulations
ities and other local authorities. The majority of our air emis
Our operations are subject to numerous EU, national, regional
sions come from our stacks and are due to the burning of fuel
and local environmental laws and regulations, including legis
and gas in the refineries’ boilers and process heaters. Volatile
lation that implements international conventions or protocols.
Organic Compounds (“VOCs”) typically come from our storage
In particular, these laws and regulations control the types,
tanks and process equipment.
quantities and concentration of various substances that can
be released into the environment in connection with produc
Emissions to air such as sulfur dioxide and nitrogen oxides
tion activities and may impose administrative sanctions and
and emissions to the water are limited at each refinery by the
criminal and civil liabilities for excess pollution. These laws and
local environmental authorities. Refinery emissions limits are
regulations establish standards for the composition of trans
permit-related and regularly controlled. Our refineries, whose
portation fuels and other petroleum products. In addition, our
emissions are also independently verified, report their emis
operations are subject to laws and regulations relating to the
sions directly to local and environmental authorities.
generation, handling, transportation, sale, storage, disposal
42 | Petroplus Holdings AG | Annual Report 2010 | Corporate Responsibility
Our refineries also support local initiatives dedicated to the
The Ingolstadt refinery signed an agreement in 2009 with the
environment. For example, the Petit Couronne refinery is a
local utility company to supply the city with energy from what
member of the Board of Air Normand, a regional association
would otherwise be waste heat.
which undertakes independent monitoring of local air pollu
tion. The Reichstett refinery is one of the founding members
of “l’Association pour la Surveillance et l’étude de la Pollution
Atmosphérique en Alsace” (“ASPA”) which is the local air pol
lution monitoring organization for the Strasbourg area. Since
2004, the Cressier refinery has been a member of the Ecoparc
Association whose purpose is to improve synergies between
Energy
We set aggressive targets to drive improvements in
energy efficiency.
the industries and their environment.
Low-sulfur/Biofuels
Shipping
More than 50 % of our final products are in the transport fuels
Petroplus is active in the shipping market on a global basis,
sector. The Company is in compliance with the national and
chartering vessels for both the supply of feedstocks for each
European standards for cleaner transportation fuels in all coun
of our refinery locations as well as for the transportation of
tries. Additionally, we continue various biofuel initiatives as de
petroleum products we produce from each refinery location.
scribed below:
––The blending of Ethanol and FAME (Fatty Acid Methyl Esters)
Petroplus strictly adheres to Marine Vetting Acceptance Crite
to produce bio-blended fuels across all refineries is in line
ria, the purpose of which is to provide a managed risk assess
with national recommendations and obligations.
ment service ensuring the safe sea transportation, and safe
––Preparation and engagement for the Renewable Energy Di
turn-around in port, of our marine activity. We maintain strict
rective (RED) and the Fuels Quality Directive (FQD) require
criteria in order to assess the suitability of a vessel prior to it
ments have been given priority in the latter part of the year
being considered for our business. This process applies to all
and it is anticipated that the groundwork laid down will see
seagoing vessels proposed for use by Petroplus or attending
compliance during the course of the next year. The purpose
Petroplus-operated facilities.
of these directives introduced by the EU is to reduce green
house gases and to provide for sustainable bio fuels. The
We are a member of the Oil Companies International Marine
Company is committed to meeting the requirements of both
Forum (“OCIMF”). The primary objectives of OCIMF are pro
directives.
moting safety and preventing pollution from tankers and oil
terminals.
Environmental and Quality Management
Environmental and quality management are keys to delivering
Oil Spills
sustainable and reliable performance. We have set up environ
We are a member of Oil Spill Response Ltd. (“OSRL”) whose
mental management and auditing systems aimed at monitor
mission is to provide resources and expertise to respond to oil
ing and improving the environmental performance of our op
spills efficiently and effectively on a global basis.
erations. The Coryton, Petit Couronne, Ingolstadt, Reichstett
and Cressier refineries are successfully accredited with both
and quality management systems.
Social Performance, Community
and Public Affairs
Energy Consumption
Petroplus aims to be a good neighbor in our communities. This
We set aggressive targets to drive improvements in energy ef
is more than operating safely and cleanly; it also includes the
ficiency. Each refinery has an appointed energy manager to
integration of goals for the safety of our people and the envi
evaluate new opportunities to improve energy consumption.
ronment. We understand the need to actively communicate
In many locations, both heat and electrical power are gener
with the community and all stakeholders so that concerns are
ated internally as part of the refining processes. For example,
addressed.
ISO 14001 and ISO 9001 certifications for their environmental
the Antwerp refinery has completed the construction of a cogenerator plant which is able to produce steam and electricity.
Petroplus Holdings AG | Annual Report 2010 | Corporate Responsibility
|
43
Our refineries and operating sites are key members of our local
tion of authority guidelines which govern the approval pro
communities. As a result, we aim to support and strengthen
cess of all business transactions.
our ties with these communities. We support local projects,
initiatives and funding of charitable organizations through do
– Our Corporate Risk Management Framework establishes
nations. Petroplus supports charitable programs and activities
corporate risk management policies pertaining to financial
that promote the well-being and quality of life of our employees
liquidity, SHE, counterparty credit, foreign exchange deriva
and their families, and invests in the communities where our
tives, commodity derivatives, physical inventory and entity
employees live and work.
management. The objective of these policies is to ensure
that key Company risks and their impacts are identified and
Each of our local management teams has the flexibility to de
evaluated timely and that strategies and policies are defined
velop public affairs and community support programs that are
to mitigate such risks. Each of these policies is reviewed
tailored to each community.
and approved annually by the Executive Committee and the
Board of Directors.
Activities at our refineries currently include:
––support of local fire brigades and safety organizations;
– Our Investor Relations Policy provides guidelines and com
––support of local air quality initiatives;
mitments to our shareholders and investors with regards to
––support of local bio diversity;
communications. Petroplus is committed to providing timely,
––support of local community initiatives for well-being;
consistent and credible dissemination of information, con
––close cooperation programs with local authorities; and
sistent with legal and regulatory requirements, to enable or
––proactive communications programs with local communities,
derly behavior in the market and maintain realistic investor
authorities and organizations.
expectations. The ultimate goal of communication with the
financial community is to ensure that Petroplus shareholders
and the market are receiving accurate and timely informa
Employees
tion and that the same information is being provided to all
stakeholders.
Petroplus is dedicated to promoting the career development
of its employees and to preparing them to fill their future
– Our Corporate Procurement Guiding Principles & Practices
responsibilities. Petroplus also strives to offer its employees an
provides guidelines that are designed to ensure that each
interesting, flexible and challenging work environment, with the
Petroplus business unit secures maximum benefits from our
opportunity to learn and develop. There is a strong emphasis
expenditures for the procurement of goods and services and
on competent leadership and on high quality education and
minimizes the risks from any of our relationships with ma
training both on the job by mentoring and coaching and by
terial suppliers and service providers.
specific training courses.
– Our Insider Trading Guideline is designed to prevent and de
tect insider trading in order to sustain the Company’s reputa
Business Integrity and Transparency
tion for integrity and ethical conduct.
Petroplus is focused on providing transparent and honest
As part of our compliance with the Swiss Code of Obligations,
corporate management. Other than those disclosed in the
we implemented an extensive controls review process in all
Corporate Governance section, none of the members of the
areas of our business, including entity level controls and process
Executive Committee are members of governing and super
level controls. As part of this process, the Company identi
visory bodies of Swiss or foreign organizations outside of the
fied potential risks and implemented processes and controls
Petroplus group. None of the members have official functions
designed to prevent and detect any material errors that may
or hold political posts.
arise. The Company also has extensive procedures in place
to ensure the integrity and transparency of financial statement
– Our Code of Business Conduct provides guidelines on legal
disclosures, including reviews at all levels of management and
and ethical conduct, conflicts of interest and protection and
the Board of Directors. The Company is compliant with the fi
use of Company assets. The policy is distributed throughout
nancial control requirements of the Swiss Code of Obligations.
the Company. Additionally, the Company has strict delega
Corporate
Governance
46
I
Introduction and Principles
46
I
Group Structure and Shareholders
47
I
Capital Structure
51
I
Board of Directors
58
I
Executive Committee
61
I
Compensation, Shareholdings and Loans
63
I
Shareholders’ Participation
64
I
Changes of Control and Defense Measures
64
I
Auditors
65
I
Information Policy
46 | Petroplus Holdings AG | Annual Report 2010 | Corporate Governance
Corporate Governance
Introduction and Principles
Finance Ltd., Bermuda, a subsidiary of Petroplus, has issued
USD 600.0 million 6.75 % Senior Notes due 2014 (ISIN: US-
Petroplus is fully committed to meeting high standards of cor-
G7053RAA26), USD 600.0 million 7 % Senior Notes due 2017
porate governance. We comply with the standards and report-
(ISIN: USG7053RAB09) and USD 400.0 million 9.375 % Senior
ing structure established in the “Swiss Code of Best Practice
Notes due 2019 (ISIN: USG7053TAA81). These debt securities
for Corporate Governance”, effective July 1, 2002 (updated in
are listed on the Irish Stock Exchange in the Debt Securities
2007), and the SIX Swiss Exchange “Directive on Information
Segment. The same subsidiary has issued USD 150.0 million
Relating to Corporate Governance” (“DCG”), amended on Oc-
guaranteed, convertible bonds due in 2015. These bonds are
tober 29, 2008 and effective July 1, 2009.
listed on the SIX Swiss Exchange (ISIN: CH0105325853) in the
Debt Securities Segment (International Bonds).
1 Group Structure and Shareholders
Petroplus registered shares (Symbol: PPHN) are traded in the
main market (clearing via SWX Europe) of the SIX Swiss Exchange
1.1 Group Structure
(ISIN: CH0027752242). The market capitalization at December
31, 2010 was approximately CHF 1.2 billion (USD 1.3 billion).
Petroplus Holdings AG (“Petroplus”, “Group”, “us”, “our”, “we” or
the “Company”) is a holding company organized under Swiss
Neither Petroplus Holdings AG nor any of its subsidiaries held
Law with its legal domicile at Industriestrasse 24 in Zug, Switzer-
treasury shares at December 31, 2010.
land. The Company concentrates its business activities solely on
refining crude oil and the wholesale marketing of those refined
1.2 Significant Shareholders
products. For detailed segment information, see Note 4 “Segment Information” of the Consolidated Financial Statements.
Based on the notifications that we have received, our significant shareholders as of December 31, 2010 include:
The organizational structure is illustrated in the diagram on
page 9. All major group companies are set out in the list of subsidiaries in Note 32 “Subsidiaries” of the Consolidated Financial Statements. None of the subsidiaries of Petroplus Holdings AG have their shares listed on the SIX Swiss Exchange
or any other stock exchange worldwide. However, Petroplus
December 31, 2010
December 31, 2009
Ownership in % of
registered shares
(Voting rights)
Ownership in % of
potential shares 1)
Total
Ownership
Total
Ownership
10.13 %
–
10.13 %
n.a.
4.92 %
–
4.92 %
4.92 %
Thomas D. O’Malley, USA 4)
2.14 %
1.83 %
3.97 %
4.71 %
UBS AG, Switzerland 5)
3.45 %
–
3.45 %
< 3%
–
–
< 3%
3.82 %
Shareholder
Janus Capital Group, USA 2)
FMR Corp., USA 3)
JGD Management Corporation, USA 6)
Footnotes are outlined on page 47.
|
47
Petroplus Holdings AG | Annual Report 2010 | Corporate Governance
BlackRock, Inc., located at 40 East 52nd Street, New York,
1.3 Cross-Shareholdings
NY 10022, USA has reported on April 26, 2010 their ownership below 3 % after a reported ownership of 3.14 % on April
There are no cross-shareholdings of Petroplus with another
15, 2010.
company or group of companies outside of the Petroplus
group.
Credit Suisse Asset Management Funds AG, located in Zurich,
Switzerland has reported on December 16, 2009 their ownership below 3 % after a reported ownership of 3.05 % on July
2 Capital Structure
6, 2009 and Invesco Limited, located in Atlanta, Georgia, has
reported on September 24, 2009 their ownership below 3 %
2.1 Capital
after a reported ownership of 3.47 % on September 21, 2009.
The Company’s share capital at December 31, 2010 was CHF
For specific information on the notifications that we received,
712,327,528 and is divided into 95,230,953 registered shares
we refer to the SIX Swiss Exchange website:
with a par value of CHF 7.48 each. The share capital is fully paid.
www.six-exchange-regulation.com, under the section “Obligations – Disclosure of Shareholdings – Significant Shareholders”.
2.2 Authorized and Conditional Share Capital
To the best of our knowledge, no other shareholder holds 3 %
or more of Petroplus Holdings AG voting and potential voting
Authorized Share Capital
rights as at December 31, 2010. Additionally, we are not aware
As of December 31, 2010, the Board of Directors (“BoD”) is
of any shareholder agreements.
authorized, according to article 5 of the Articles of Association, to increase the share capital, at any time until May 5,
Subsequent to December 31, 2010 and prior to the author
2012, by a maximum amount of CHF 251,440,626 by issuing
ization of the Annual Report 2010 on February 28, 2011, FMR
a maximum of 33,615,057 fully paid-up registered shares with
Corp. reported an increase in their ownership from 4.92 %
a nominal value of CHF 7.48 each. The BoD is entitled to issue
to 5.04 % on January 31, 2011, and subsequently reported a
these shares by means of a firm underwriting by a banking insti-
decrease in their ownership to 4.95 % on February 15, 2011.
tute or syndicate or by third parties and, subject to an exclusion
of pre-emptive rights, subsequent offer to the shareholders, or
in partial amounts.
Footnotes for the table on page 46
1)
Represents the potential ownership, held through financial instruments other than registered shares of Petroplus Holdings AG and calculated based on
the requirements set out in Article 15 of the Ordinance of the Financial Market Supervisory Authority on Stock Exchanges and Securities Trading.
2) Janus Capital Group, located at 151 Detroit Street, Denver, CO 80209, USA, is the parent company of Janus Capital Management LLC. Janus Capital
Management LLC is an investment company and manages US and global portfolios. Janus Capital Group has reported on August 9, 2010 their ownership of 10.13 % (after a reported ownership of 5.56 % on April 21, 2010 and 3.66 % on April 19, 2010).
3) FMR Corp., located at 82 Devonshire Street, Boston, MA 02109, USA, is the parent company of Fidelity Management & Research Company, an
investment manager for US mutual funds, and Fidelity Management Trust Company, a US state chartered bank which acts as a trustee or investment
manager for various pension and trust accounts. FMR Corp. has reported on August 31, 2010 their ownership of 4.92 % (after a reported ownership of
6.53 % on February 3, 2010, 4.92 % on October 29, 2009, 5.07 % on September 28, 2009 and 4.53 % on September 17, 2009).
4) Mr. Thomas D. O’Malley served as our Chairman until his retirement on February 2, 2011 and lives in Stuart, Florida, USA. The ownership of 3.97 %
represents the status as of December 31, 2010 (includes ownership by Horse Island Partners and The T.D. & M.A. O’Malley Foundation, a charitable
organization) after a reported ownership of 4.56 % on September 21, 2009 with SIX.
5) UBS AG, located at Bahnhofstrasse 45, P.O. Box 8090, Zurich, Switzerland, is an international investment bank and provider of financial services.
UBS AG has reported on December 14, 2010 their ownership of 3.45 % (after a reported ownership below 3 % on November 14, 2009 and 3.15 % on
November 14, 2008).
6) JGD Management Corporation, located at 767 Fifth Avenue, New York, NY 10153, USA, is an international investment group and institutional investment manager. On February 24, 2011, JGD Management Corporation reported that it has sold their ownership on October 6, 2008 (after a reported
ownership of 3.82 % on October 2, 2008). For consistency purposes, the ownership disclosed as of December 31, 2009 has not been adjusted.
48 | Petroplus Holdings AG | Annual Report 2010 | Corporate Governance
The BoD is authorized to determine the issue date, the issue
rights to third parties for the financing or refinancing of the
price, the manner in which the new shares have to be paid-
acquisitions of enterprises or divisions thereof, or of participa-
up, the date from which they carry the right to dividends and
tions, or of new investment plans of Petroplus Holdings AG or
the allocation of unexercised pre-emptive rights. The BoD is
its subsidiaries, or the issuance of Equity Related Financing
authorized to either forfeit pre-emptive rights which are not
Instruments on national or international capital markets, the re-
exercised, or to place those or the shares, respectively, for
financing of existing convertible bonds or other Equity Related
which the pre-emptive rights were granted but not exercised,
Financing Instruments and the securing of optimal issuance
at market conditions or to use them otherwise in the interest of
conditions of Equity Related Financing Instruments.
Petroplus Holdings AG.
To the extent the pre-emptive subscription rights are excluded,
The BoD is authorized to exclude or to restrict the pre-emptive
the Equity Related Financing Instruments have to be offered
rights of the shareholders provided that the new shares are to
at market conditions, the conversion rights may be exercised
be used for the takeover of enterprises by way of exchange
only for up to 10 years and option rights only during a period
of shares or for the financing of the takeover of enterprises,
of up to 7 years from the date of issue of the relevant Equity
of parts of enterprises or of participations or the financing of
Related Financing Instruments, and the issue price for new
new investment projects of the Company, or in the case of a
shares (including possible premiums on options and benefits)
national or international private or public placement of shares
has to be in accordance with the market conditions at the time
in order to finance such transactions, and for granting an over-
of issuance of the relevant Equity Related Financing Instruments.
allotment option (greenshoe) of up to 20 % of the new shares
to the joint lead managers in connection with a placement of
shares at market price.
2.3 Changes of Share Capital
Conditional Share Capital
The changes to Petroplus Holdings AG’s share capital over the
As of December 31, 2010, Petroplus Holdings AG’s share
last three years are described as follows:
capital may be increased by a maximum amount of CHF
217,638,117 by issuing up to 29,096,005 fully paid-up regis-
Year Ended December 31, 2008
tered shares with a nominal value of CHF 7.48 each. A maxi-
At the ordinary shareholders’ meeting held on May 7, 2008,
mum of 4,227,705 of these registered shares are available for
the shareholders resolved to reduce the share capital by CHF
issuance to directors, employees and consultants of Petroplus
68,641,599 to CHF 561,488,280 or CHF 1.00 per registered
Holdings AG and its subsidiaries by exercising option rights
share. The entry of the share capital reduction in the commer-
granted to them or investors in connection with the purchase
cial register took place on July 22, 2008 and the repayment of
of shares (see article 6 of the Articles of Association and sec-
CHF 1.00 per registered share was paid to the shareholders
tion 2.6 “Convertible Bonds, Warrants and Options”). The right
on July 29, 2008.
of the shareholders to exercise their statutory pre-emptive
rights is excluded. Up to 24,868,300 registered shares are
During 2008, employees, members of the Executive Commit
available for issuance through the exercise of conversion and/
tee and BoD exercised 418,632 options granted under the
or option rights, granted in connection with the issuance of
Equity Participation Plan and the Equity Incentive Plan. Accord
new or existing convertible bonds, convertible loans and/or
ingly 418,632 new shares with a nominal amount of CHF 8.18
bonds with option rights (subsequently called “Equity Related
each were issued out of the conditional capital according to
Financing Instruments”) or other equity related financing in-
article 6 of the Articles of Association. The share capital was
struments of Petroplus Holdings AG or one of its subsidiaries
increased accordingly by CHF 3,424,410 and amounted to
in one or more issues (see article 6a of the Articles of the Asso-
CHF 564,912,690 divided into 69,060,231 shares with a nomi-
ciation). The holders of conversion or option rights are entitled
nal value of CHF 8.18 each as of December 31, 2008.
to new shares.
Year Ended December 31, 2009
In connection with the issuance of Equity Related Financing
At the ordinary shareholders’ meeting held on May 6, 2009,
Instruments of Petroplus Holdings AG or its subsidiaries, the
the shareholders resolved to reduce the share capital by CHF
BoD is authorized to restrict or exclude the rights of advanced
41,436,138 to CHF 523,476,550 or CHF 0.60 per registered
subscription of existing shareholders and to allocate such
share. The entry of the share capital reduction in the commer-
|
49
Petroplus Holdings AG | Annual Report 2010 | Corporate Governance
cial register took place on July 21, 2009 and the repayment of
nominal amount of CHF 7.48. Each registered share is entitled
CHF 0.60 per registered share was paid to the shareholders on
to one vote at the annual general meeting of shareholders. Vot-
July 28, 2009.
ing rights may only be exercised after the shareholder has been
registered in the share register. All shares participate equally
During September 2009, the Company completed a rights is-
in and are entitled to full dividends declared by the Company.
sue and international offering whereby the Company issued
17,265,058 new registered shares from existing authorized
According to the Articles of Association, shareholders are not
share capital. Existing shareholders were entitled to subscribe
entitled to request the printing and delivery of certificates for
for one new share at a subscription price of CHF 16.90 per
registered shares. However, the shareholder may at any time
share for every four existing shares held. The new shares began
request a confirmation of the number of his or her registered
trading on September 22, 2009. Accordingly, the share capital
shares, which is to be issued by Petroplus Holdings AG.
amounted to CHF 654,345,690 and was divided into 86,325,289
registered shares with a par value of CHF 7.58 each as of De-
Participation and Profit Sharing Certificates
cember 31, 2009.
Petroplus Holdings AG did not have any participation certificates or profit sharing certificates outstanding at December 31,
Year Ended December 31, 2010
2010 or at any time within the periods presented in this Annual
During May 2010, Petroplus completed a private placement
Report.
whereby it issued 8,650,000 new registered shares with a
nominal value of CHF 7.58 each out of its authorized capital according to article 5 of the Articles of Association. The
shares were sold at a price of CHF 17.50. The first trading day
2.5 Limitations on Transferability
and Nominee Registrations
of the new shares was May 7, 2010. This additional offering
increased the share capital by CHF 65,567,000.
There are no restrictions for Swiss or foreign investors with
regard to registration in the share register, insofar as they de-
At the ordinary shareholders’ meeting held on May 5, 2010, the
clare to have acquired shares for their own account. See also
shareholders resolved to reduce the share capital by CHF 0.10
articles 7 and 8 of the Articles of Association.
per registered share. The entry of the share capital reduction
in the commercial register took place on July 15, 2010 and the
Persons not expressly declaring themselves to be holding
repayment of CHF 0.10 per registered share amounting to
shares for their own account in their application for entry in
CHF 9,519,456 was paid to shareholders on July 26, 2010.
the register of shares (a “Nominee”) will be entered for a maxi-
During 2010, members and former members of the Executive
registered shares held by Nominees will be entered in the
mum of 5 % of the outstanding share capital. Above this limit,
Committee exercised 255,664 Restricted Share Units (“RSUs”)
share register with voting rights only if the Nominee in ques-
and options granted under the Equity Participation Plan and the
tion makes known the names, addresses and shareholdings
Equity Incentive Plan. Accordingly, 255,664 new shares were
of the persons for whose account such Nominee is holding
issued out of the conditional capital according to article 6 of
0.5 % or more of the outstanding share capital according to
the Articles of Association. Consequently, the share capital
the commercial register. The BoD has the right to conclude
was increased by CHF 1,934,294. Accordingly, the share capi-
agreements with such Nominees regulating the representation
tal amounts to CHF 712,327,528 and is divided into 95,230,953
of shareholders and of the voting rights.
registered shares with a par value of CHF 7.48 each as of December 31, 2010.
Legal entities and associations that are linked through capital
ownership or voting rights, through common management or
in like manner, as well as individuals, legal entities or partner-
2.4 Shares, Participation
and Profit Sharing Certificates
Registered Shares
As of December 31, 2010, Petroplus Holdings AG has
95,230,953 fully paid registered shares in issue, each with a
ships that act in concert with the intent to evade the entry
restriction, are considered as one shareholder or Nominee.
50 | Petroplus Holdings AG | Annual Report 2010 | Corporate Governance
2.6 Convertible Bonds, Warrants and Options
Convertible Bonds
On October 16, 2009, Petroplus Finance Ltd., a subsidiary of
the Company, issued USD 150.0 million in guaranteed senior
secured convertible bonds due 2015. Additional information
on the convertible bonds can be found in Note 18 “InterestBearing Loans and Borrowings” to the Consolidated Financial
Statements of Petroplus Holdings AG.
Warrants, Options and Restricted Stock Units
At December 31, 2010, Petroplus has 3,504,564 options and
RSUs outstanding that were granted through two plans: the
Equity Incentive Plan and the Equity Participation Plan.
Under the Equity Incentive Plan, options were granted to investors (some of whom are Directors or members of the Executive Committee) in connection with the Company’s shares
and are not dependent upon employment or service. At December 31, 2010 a total of 2,013,751 options are outstanding
under this plan.
Under the Equity Participation Plan, options and RSUs were
granted to employees, members of the Executive Committee
and members of the BoD:
− At December 31, 2010, a total of 1,119,824 options are outstanding which were granted between November 30, 2006
and December 31, 2010.
− At December 31, 2010, a total of 370,989 RSUs are outstanding which were granted between February 4, 2009 and
December 31, 2010.
See Note 22 “Shareholders’ Equity” and Note 24 “Sharebased Payments” in the Consolidated Financial Statements
and Note 6 “Compensation, Shareholdings and Loans” of the
Statutory Financial Statements of Petroplus Holdings AG for
further information regarding these plans.
|
51
Petroplus Holdings AG | Annual Report 2010 | Corporate Governance
3 Board of Directors
Composition of the Board of Directors and its Committees at December 31, 2010
Board of Directors
Chairman:
Thomas D. O’Malley*
Vice Chairman:
Patrick Monteiro de Barros*
Markus Dennler
Walter Grüebler
Robert J. Lavinia
Maria Livanos
Cattaui
Eija Malmivirta
Werner G. Müller
Patrick Power
Jean-Paul Vettier
Nominating and Corporate
Governance Committee
Audit Committee
Markus Dennler (Chairperson)
Walter Grüebler
Werner G. Müller
Eija Malmivirta (Chairperson)
Maria Livanos Cattaui
Robert J. Lavinia
Werner G. Müller
Compensation Committee
Patrick Monteiro de Barros (Chairperson)
Eija Malmivirta
Patrick Power
* T homas D. O’Malley retired as Chairman and member of the BoD on February 2, 2011. Patrick Monteiro de Barros, formerly Vice Chairman of the
Board, has succeeded Mr. O’Malley as Chairman.
3.1 Members of the Board of Directors
Petroplus Holdings AG’s Articles of Association stipulate that
the BoD consists of a minimum of three members. At December
31, 2010, the BoD has ten members and is composed as follows:
Name
Nationality
Position
Date of first appointment
Term expires
Thomas D. O’Malley
American
Chairman, non-executive member
February 2006 1)
2011 2)
Vice Chairman, Committee Chair-
November 2006
2012
November 2006
2012
Patrick Monteiro de Barros
2)3)
Portuguese
person, non-executive member
Markus Dennler
Swiss
Committee Chairperson,
non-executive member
Walter Grüebler
Swiss
Non-executive member
November 2006
2011
Robert J. Lavinia 4)
American
Non-executive member
May 2007
2013
Maria Livanos Cattaui
Swiss
Non-executive member
November 2006
2011
Eija Malmivirta
Finnish
Committee Chairperson,
November 2006
2012
May 2007
2013
non-executive member
Werner G. Müller 4)
Swiss
Non-executive member
Patrick Power
Irish
Non-executive member
November 2006
2011
Jean-Paul Vettier 4)
French
Executive member and Chief
May 2010
2013
Executive Officer
1)
Includes Thomas D. O’Malley’s term as Chairman of Argus.
Thomas D. O’Malley’s retirement as Chairman and member of the BoD, originally announced on December 8, 2010 and effective May 5, 2011, was
brought forward to the Petroplus Board meeting on February 2, 2011, due to the continuing rapid development of PBF Energy Company LLC, of which
he is Chairman of the BoD. Patrick Monteiro de Barros, formerly Vice Chairman of the Board, has now succeeded Mr. O’Malley as Chairman.
3) Patrick Monteiro de Barros was a founder of and a member of the BoD of Argus from February 2006 to August 2006.
4) At the fourth Annual General Meeting of Petroplus Holdings AG on May 5, 2010, Robert J. Lavinia and Werner G. Müller were re-elected members of
the BoD and Jean-Paul Vettier was elected member of the BoD, all for a tenure of three years.
2)
52 | Petroplus Holdings AG | Annual Report 2010 | Corporate Governance
3.2 Education, Professional Background,
Other Activities and Functions
sponsibility within Petroplus. With the exception of their own-
With the exception of Mr. O’Malley, our Chairman, who served
have had any significant business connection with Petroplus
other members of the BoD has or had any management reership interest, none of the other members of the BoD has or
as our CEO from May 2006 to March 2008, Mr. Lavinia, who
or its affiliated companies other than those disclosed below.
served as our CEO from March 2008 until August 2009, and
None of the members of the BoD have official functions or hold
Mr. Vettier, our CEO, who succeeded Mr. Lavinia, none of the
political posts.
Thomas D. O’Malley
(Chairman, non-executive member)
Education
tune 100 Company was the largest indepen-
Bachelor of Science in Economics from Man-
dent oil refiner and marketer of oil products in
hattan College, USA.
the United States. Prior to his involvement with
Premcor and Tosco, Mr. O’Malley was Vice
Professional background
Chairman of Salomon Inc.
Thomas D. O’Malley has served as Chairman of
the BoD since May 2006. Mr. O’Malley was CEO
Activities in governing and supervisory bodies
of Petroplus from May 2006 to March 2008. Mr.
Mr. O’Malley is Chairman of the Board of Trust-
O’Malley also serves as Chairman and CEO of
ees of Manhattan College and is a member of
PBF Investments LLC, the managing entity of a
the Board of the National Petrochemical & Re-
US partnership of which Petroplus was an ap-
finers Association (“NPRA”), Washington, D.C.,
proximate one-third owner until October 2010.
the trade association representing the US Refining and Petrochemical Industry. Mr. O’Malley
Prior to his involvement with Petroplus, Mr.
also serves as Chairman and CEO of PBF In-
O’Malley was Chairman of the BoD of Prem-
vestments LLC, USA.
cor Inc., a US domestic oil refiner and Fortune
250 company listed on the New York Stock Ex-
Permanent management and consultancy func
change until its sale to Valero in August 2005.
tions for Swiss and foreign interest groups
Before joining Premcor, Mr. O’Malley was Chair-
None.
man and CEO of Tosco Corporation. This For-
Patrick Monteiro de Barros
(Vice Chairman and Chairperson of the Compensation Committee, non-executive member)
Education
Activities in governing and supervisory bodies
BA from the University of Paris and Ecole Supé
Mr. de Barros serves as a Chairman of the Mon-
rieur de Commerce de Paris, France.
teiro de Barros Foundation, Lisbon, Portugal,
Chairman of Protea Holdings, NY, USA and is a
Professional background
non-executive member of the Board of the Es-
Patrick Monteiro de Barros has served as
pirito Santo Financial Group.
Chairman and CEO of Argus Resources Ltd.
(U.K.) since 1988. He was president and CEO
Permanent management and consultancy func
of Sigmoil Resources from 1987 to 1988 and
tions for Swiss and foreign interest groups
Senior Vice President of Philipp Brothers from
None.
1975 to 1987.
|
53
Petroplus Holdings AG | Annual Report 2010 | Corporate Governance
Markus Dennler, Dr.
(Chairperson of the Audit Committee, non-executive member)
Education
Corporate Executive Board of Winterthur Insur-
Juris Doctor from the University of Zurich and
ance, at that time a subsidiary of Credit Suisse
admitted to the Bar. Further he attended the In-
Group.
ternational Bankers School in New York and the
Harvard Business School (AMP), USA.
Activities in governing and supervisory bodies
Professional background
of Implenia and Allianz Suisse and as a member
Markus Dennler served in a series of positions
of the Board of Swissquote.
Dr. Dennler currently serves as Vice Chairman
within the Credit Suisse Group, ultimately as
a member of the Executive Board of Credit
Permanent management and consultancy func
Suisse Financial Services and as CEO respon-
tions for Swiss and foreign interest groups.
sible for the global operational life and pensions
Council member of the British Swiss Chamber
business. Prior to that, he was a member of the
of Commerce.
Walter Grüebler, Dr.
(Non-executive member)
Education
Activities in governing and supervisory bodies
Dr. oec. HSG and Master of Business Adminis-
Dr. Grüebler serves as Chairman of the BoD of
tration (lic. oec. HSG) from the University of St.
Sika AG, Chairman of Adval Tech AG and Na-
Gallen, Switzerland.
tional Versicherungen. Dr. Grüebler is a Board
member of ETH Foundation, Zurich, Switzer-
Professional background
land.
Walter Grüebler served as CEO of Sika AG from
2000 to 2004. From 1990 to 1999, Mr. Grüebler
Permanent management and consultancy func
was a member of Group Management of Alu
tions for Swiss and foreign interest groups
suisse AG and from 1974 to 1990 was CEO and
None.
Vice Chairman of the BoD of Airex AG.
Robert J. Lavinia
(Non-executive member)
Education
gy Corporation (1980 – 1991) and Tosco Corpor
Graduated from the US Merchant Marine Acad-
ation (1992 – 2001). Mr. Lavinia served on the
emy and the Harvard Business School (AMP),
BoD of Transcor SA, a Belgium based trading
USA.
company from 2002 to 2006 and as Chairman
of the Board of the Pasadena Refining Com-
Professional background
pany from 2005 to 2006.
Robert J. Lavinia has served on the BoD since
May 2007. He was President of Petroplus from
Activities in governing and supervisory bodies
July 5, 2007 until March 1, 2008, and CEO of
None.
Petroplus from March 1, 2008 until August 31,
2009. Prior to joining Petroplus, he worked for
Permanent management and consultancy func
a number of large energy companies including
tions for Swiss and foreign interest groups
Gulf Oil Corporation (1970 – 1980), Phibro Ener-
None.
54 | Petroplus Holdings AG | Annual Report 2010 | Corporate Governance
Maria Livanos Cattaui
(Non-executive member)
Education
around the world: Chairman of the Balkan Chil-
BA with Honors from Harvard University, USA,
dren and Youth Foundation, Skopje, member
and an honorary Doctor of Laws degree from
of the Executive Committee of the International
York University, Canada.
Crisis Group, Brussels, member of the Board
Professional background
ation, Geneva, East-West Institute, New York,
Maria Livanos Cattaui was Secretary-General of
the Institute of International Education, New
the International Chamber of Commerce from
York, the National Bureau of Asian Research
1996 through June 2005. Prior to this position,
(NBR), the Schulich School of Business at the
Mrs. Cattaui was with the World Economic Fo-
York University, Toronto, and the Elliott School
rum in Geneva for nearly two decades, rising to
of International Affairs at the George Washington
become Managing Director, responsible for the
University, Washington D.C.
and Advisory Board of ICT for Peace Found
forum’s annual meeting in Davos.
Permanent management and consultancy func
Activities in governing and supervisory bodies
tions for Swiss and foreign interest groups
Mrs. Cattaui serves on various non-profit boards
None.
Eija Malmivirta (Chairperson of the Nominating and Corporate Governance Committee,
non-executive member)
Education
Activities in governing and supervisory bodies
Master of Sciences from Helsinki University of
Ms. Malmivirta serves as a member of the BoD
Technology in Finland.
of Kotimaa Yhtiöt Oy, Helsinki, and Miinan Hoitolat Oy, Helsinki.
Professional background
Eija Malmivirta served as Chairman and principal
Permanent management and consultancy func
owner of Merei Oy Ltd. from 1996 to 2002. From
tions for Swiss and foreign interest groups
1969 to 1996, she served in various positions
None.
with Neste Oyj, most recently as Executive Vice
President, Head of Neste Oil Trading and Supply.
Werner G. Müller, Dr.
(Non-executive member)
Education
2000, Dr. Müller has been an independent min-
PhD in geology from the University of Basel,
erals industry consultant. He is also a Senior As-
Switzerland.
sociate of Behre Dolbear, a US-based consulting
group specialized in evaluating minerals industry
Professional background
assets and providing mining financial services.
Werner G. Müller has more than 40 years of professional experience in technical and economic
Activities in governing and supervisory bodies
aspects of the mining, metallurgical and oil and
None.
gas businesses. Dr. Müller has worked for the
world’s leading commodity trading firms, includ-
Permanent management and consultancy func
ing Philipp Brothers (1971 – 1985), Glencore and
tions for Swiss and foreign interest groups
its predecessor Marc Rich (1989 – 2000). Since
None.
|
55
Petroplus Holdings AG | Annual Report 2010 | Corporate Governance
Patrick Power
(Non-executive member)
Education
ation from 1998 to 2001 and the Irish Petroleum
Bachelor of Sciences in Experimental Physics
Company from 2001 to 2002. From 1973 to
from University College Dublin, Ireland; Master
1993, Mr. Power held various positions with
of Sciences in Geophysics from Imperial Col-
Marathon Oil Company, including President of
lege London, UK; MBA from University College,
Marathon International Petroleum – Worldwide
Cork, Ireland. Patrick Power is also a chartered
Business Development.
engineer and a fellow of the Institution of Engin
eers of Ireland.
Activities in governing and supervisory bodies
Professional background
member of the BoD of Shannon LNG Ltd.
Mr. Power serves as a Managing Director and
Patrick Power has served as founder and Managing Director of Shannon LNG Limited since
Permanent management and consultancy func
2003. Prior to that, he served as director and
tions for Swiss and foreign interest groups
CEO of the Irish National Petroleum Corpor
None.
Jean-Paul Vettier
(Chief Executive Officer and executive member)
Education
Prior to joining Total in 1990, he served as the
Undergraduate degree in Economic Sciences
General Manager of the Petrochemical Division
and Law from the University of Paris, France.
and as a member of the Executive Committee at
Orkem from 1987 to 1989. From 1970 to 1986,
Professional background
Mr. Vettier was employed by Rhône-Poulenc, a
Jean-Paul Vettier was appointed CEO in Sep-
chemical and petrochemical firm where he held
tember 2009. Prior to joining Petroplus, he was
operational responsibilities.
active in advising investment and management
firms on energy matters and he has also served
Activities in governing and supervisory bodies
as a Board Member for companies based in the
Director of Overseas Shipholding Group, a New
US, Europe and Canada. From 1993 to March
York based shipping company and DOMO NV,
2006, he was Chairman and CEO and member
a Belgian chemical company.
of the Executive Committee of Total Refining
& Marketing, a multinational energy company.
Permanent management and consultancy func
Between 1992 and 1996, he was non-executive
tions for Swiss and foreign interest groups
Chairman of Total Petroleum North America.
None.
3.3 Elections and Terms of Office
approximately one-third of the members are subject to reelection or election. Each year, the members were elected indi-
The members of the BoD are generally elected for terms with
vidually. The expiry dates of the elected terms of all members
a maximum of three years at the annual general shareholders’
of the BoD are disclosed in the table on page 51.
meeting. A year is defined as the period between two ordinary shareholders’ meetings. The individual terms of office of
the members are coordinated in such a way that every year
The BoD appoints its own Chairman and Vice Chairman.
56 | Petroplus Holdings AG | Annual Report 2010 | Corporate Governance
3.4 Internal Organizational Structure
The Audit Committee is composed of at least two members of
the BoD as determined by the BoD. Each member of the Audit
The BoD is the supreme management body of Petroplus and
Committee must be a non-executive and independent direc-
consists of the Chairman, the Vice Chairman and the other
tor. The committee normally meets at least four times a year
members. In accordance with the Organizational Regulations
for the time necessary to fulfill its purpose, which is estimated
of Petroplus Holdings AG, our BoD has established three com-
to be no less than one hour, or more frequently as circum-
mittees: the Audit Committee, the Nominating and Corporate
stances dictate. In 2010, the committee held four meetings,
Governance Committee and the Compensation Committee.
lasting approximately three to five hours each.
Each committee advises the BoD on the matters specified below, often with the assistance of the Executive Committee and
Nominating and Corporate Governance Committee
others involved in the management of Petroplus Holdings AG.
Members: Eija Malmivirta (Chairperson), Maria Livanos Cattaui,
The chairperson of each of the committees informs the BoD of
Robert J. Lavinia and Werner G. Müller.
all significant issues discussed at the committee meetings and
provides recommendations for decisions required to be made
The Nominating and Corporate Governance Committee es-
by the BoD. Members of the committees are non-executive
tablishes principles for the selection of nominees for election
members of the BoD and are independent of Petroplus. For
or re-election to the BoD, suggests nominees for election to
purposes of committee membership, independent means a
the BoD and makes recommendations to the BoD concerning
non-executive member of the BoD who was not a member of
corporate governance matters and practices.
the Executive Committee during the past three years and who
has had no or comparatively minor business relations with
The Nominating and Corporate Governance Committee is
Petroplus Holdings AG. This restriction can be waived by the
composed of at least two members of the BoD as determined
BoD depending on the individual circumstances. No member
by the BoD. The majority of them must be non-executive and
of any committee may have any relationship that, in the opinion
independent directors. The committee normally meets ap-
of the BoD, would interfere with the exercise of his or her in-
proximately two to four times a year for the time necessary
dependent judgment as a member of the relevant committee.
to fulfill its purpose, which is estimated to be no less than one
hour, or more frequently as circumstances dictate. In 2010,
There have been eight BoD meetings held during the year,
the committee held five meetings, lasting approximately one
typically lasting approximately two to five hours each, or the
to three hours each.
time necessary to fulfill their purpose.
Compensation Committee
The BoD and the committees have invited members of the
Members: Patrick Monteiro de Barros (Chairperson),
Executive Committee and external consultants to deal with
Eija Malmivirta and Patrick Power.
specific issues as necessary.
The Compensation Committee supports the BoD to assure that
Audit Committee
the executive officers and the members of the BoD are com-
Members: Markus Dennler (Chairperson), Walter Grüebler
pensated in a manner consistent with our stated compensation
and Werner G. Müller.
strategy, internal equity considerations, competitive practice,
regulatory requirements and our shareholders’ interests.
The Audit Committee supports the BoD as a consulting, controlling and initiating body in the areas of communicating with
The Compensation Committee is composed of at least two
internal and external auditors, supervising the independence
members of the BoD as determined by the BoD. The major-
and objectivity of the internal audit function, reviewing and as-
ity of them must be non-executive and independent directors.
sessing the independence of external auditors, reviewing and
The committee normally meets approximately two to four
assessing financial reporting as well as assessing the adequa-
times a year for the time necessary to fulfill its purpose, which
cy of internal control systems. The Audit Committee encour-
is estimated to be no less than one hour, or more frequently as
ages continuous improvement of, and adherence to Petroplus
circumstances dictate. In 2010, the committee held four meet-
Holdings AG’s policies, procedures and practices at all levels.
ings, lasting approximately one to three hours each.
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57
Petroplus Holdings AG | Annual Report 2010 | Corporate Governance
3.5 Definition of Areas of Responsibility
3.6 Information and Control Instruments
vis-à-vis the Executive Committee
While the BoD has delegated the executive management of
Petroplus to the CEO and the Executive Committee, the fol-
Petroplus’ reporting system uses professional reporting and
lowing responsibilities remain with the Board:
consolidation software. Comprehensive Income and Finan-
− election of the Chairman, Vice Chairman, Chairperson and
cial Position Statements are consolidated and reported on a
members of the Audit Committee, Nominating and Corpor
monthly basis, including other information pertinent to an up-
ate Governance Committee and the Compensation Com-
to-date controlling system, such as sales and operating profit
mittee;
details. On a monthly basis, each refinery, marketing and other
− definition of the ultimate direction of the Company and the
handing out of necessary instructions;
− definition and modification of the strategy of the Company
business controller reports a detailed analysis on the changes
in financial information. This analysis incorporates changes in
the market, operations, and other relevant areas. Additionally,
as well as the passing of resolutions about taking up or sus-
this analysis is compared to the budget that was approved by
pending of business activities;
the BoD in the fourth quarter of the previous year. The Chief
− establishment of the organization;
Financial Officer (“CFO”) provides the BoD a summary analysis
− appointment and dismissal of members of the Executive
on the financial and operational results on a monthly basis.
Committee and of other signatories of the Company;
− approval of the annual budget and deviations from it;
− approval of the financial planning and establishment of principles of accounting and financial control;
The members of the Executive Committee are regularly involved in the meetings of the BoD and the Audit Committee.
The CFO presents the financial information of the Company to
– determination of the fiscal year of the Company;
the Audit Committee and the BoD on a quarterly and annual
− supervision and control of the members of the Executive Com-
basis.
mittee, especially with respect to compliance with laws, the Articles of Association, internal directives and instructions;
− preparation of the annual report and general meetings, as
well as the execution of its decisions;
The Internal Audit function assists the BoD in the execution
of its oversight responsibilities by providing independent and
objective assessments of the effectiveness of the Company’s
− notification of the judge in case of over-indebtedness or
risk management, internal control and governance processes.
bankruptcy based on Article 725 of the Swiss Code of Ob-
Internal Audit activities are based on an annual audit plan de-
ligation (“CO”);
− decisions about contributions on shares not fully paid and
veloped using an appropriate risk-based methodology that
covers all operations of the Company. This audit plan is ap-
in connection with the increase of share capital out of the
proved by the BoD after review by the Audit Committee. The
authorized capital, including decisions to delete outdated
results of internal audits are communicated directly to the
provisions;
Executive Committee, the Audit Committee, the Chairman of
− approval of mass redundancies as set out in Article 335d of
the CO or similar foreign regulations; and
− purchases and sales of real estate, subsidiaries or businesses if the consideration exceeds CHF 80 million, bor-
the Board and the External Auditors through formal Internal
Audit reports. Regular follow-up is performed to ensure that
risk mitigation and control improvement measures are implemented on a timely basis.
rowings that exceed CHF 500 million, petroleum contracts
that exceed 600,000 barrels per month and extend more
The Director of Internal Audit reports directly to the Audit Com-
than one year and other contracts that exceed CHF 200 mil-
mittee to ensure independence from management.
lion per year and all transactions between the Company and
the CEO or the other members of management or persons
closely related to them.
The Internal Audit function is committed to abiding by the Standards for Professional Practice of Internal Auditing set out by
the Institute of Internal Auditors.
58 | Petroplus Holdings AG | Annual Report 2010 | Corporate Governance
4 E xecutive Committee
4.1 Members of the Executive Committee
The five members of the Executive Committee are as follows:
Name
Nationality
Position
Jean-Paul Vettier
French
Chief Executive Officer and member of the Board of
Chester J. Kuchta
American
Executive Vice President and Chief Operating Officer
Peter F. Senkbeil 1)
German
General Manager Refining
W. Thomas Skok
American
General Counsel and Corporate Secretary
Joseph D. Watson 2)
American
Executive Vice President and Chief Financial Officer
Directors
1)
2)
Effective February 2, 2010, Peter F. Senkbeil was appointed General Manager Refining.
Effective August 5, 2010, Joseph D. Watson was appointed CFO, replacing Karyn F. Ovelmen. Ms. Ovelmen continued to serve as an employee in a
transition position until the end of August 2010.
4.2 Education, Professional Background, Other
Activities and Functions
None of the members of the Executive Committee are members of governing or supervisory bodies of Swiss or foreign
organizations outside of the Petroplus group, other than
those disclosed for Jean-Paul Vettier. None of the members hold permanent management or consultancy functions
for Swiss or foreign interest groups, and none of the members
have official functions or hold political posts.
Jean-Paul Vettier
(Chief Executive Officer and executive member of the Board of Directors)
See section “Board of Directors” on page 55.
Tasks previously carried out for Petroplus
None.
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59
Petroplus Holdings AG | Annual Report 2010 | Corporate Governance
Chester J. Kuchta
(Executive Vice President and Chief Operating Officer)
Education
Oil Supply Manager for Phillips 66 Company’s
Bachelor of Sciences in Chemical Engineering
East Coast and Gulf Coast Systems, follow-
from Brown University, USA.
ing Phillips’ acquisition of Tosco Corporation in
2001. Prior to joining Phillips, Mr. Kuchta served
Professional background
in various commercial and refining positions at
Chester J. Kuchta has served as our Chief Op-
Tosco from 1996 to 2001. Prior to joining Tosco,
erating Officer since November 2009. He joined
Mr. Kuchta spent six years at the Exxon Cor-
Petroplus in June 2006 as Chief Commercial
poration in various refining, economic and envi-
Officer. Prior to this position, he served as Vice
ronmental engineering positions.
President of Crude Oil Supply and Trading at
the Premcor Refining Group Inc. from April
Tasks previously carried out for Petroplus
2002 until September 2005, when Premcor
Served as Chief Commercial Officer from 2006
was acquired by Valero Energy. Prior to join-
to 2009.
ing Premcor, Mr. Kuchta served as the Crude
Peter F. Senkbeil
(General Manager Refining)
Education
cal engineering and joined Exxon in 1980 where
Diploma in Mechanical Engineering from Uni-
he progressed through management positions
versity of Applied Sciences Hannover, Ger-
in maintenance, engineering and operations in
many.
the former German Exxon refineries. He also
Professional background
ing Supply Manager for Exxon Central and East
Peter F. Senkbeil has served as our General
Europe as well as foreign assignments to the
Manager Refining since November 2009 and
US with Exxon Research and Engineering.
held several non-refinery assignments includ-
as a member of the Executive Committee since
February 2010. He was the General Manager for
Effective February 2, 2010, Mr. Senkbeil was
the Inland Refining System from 2007 to 2009.
appointed as a member of the Executive Com-
Mr. Senkbeil has 30 years of experience in the
mittee.
refining industry. He was the refinery manager
at the Exxon Ingolstadt refinery from 1997 until
Tasks previously carried out for Petroplus
2007, when Ingolstadt was acquired by Petro-
Served as General Manager for the Inland Refin-
plus. Mr. Senkbeil holds a degree in mechani-
ing System from 2007 to 2009.
60 | Petroplus Holdings AG | Annual Report 2010 | Corporate Governance
W. Thomas Skok
(General Counsel and Corporate Secretary)
Education
until February 2007. From 1997 to 2001, he was
Bachelor of Arts Degree from Lycoming College,
Associate General Counsel at Tosco Corpor
Pennsylvania, USA, and Juris Doctor from West-
ation. Prior to joining Tosco, Mr. Skok served as
ern State University, College of Law, USA.
Deputy General Counsel at Unocal Corporation
from 1984 to 1997. Prior to earning his license
Professional background
to practice law, he served in various financial
W. Thomas Skok has served as our General
management positions for Unocal’s Industrial
Counsel and Corporate Secretary since De-
Chemicals businesses.
cember 2009. He previously served as Associate General Counsel of Petroplus from 2007
Tasks previously carried out for Petroplus
to 2009. Prior to joining Petroplus, Mr. Skok
Served as Associate General Counsel of
served as Senior Counsel supporting Conoco
Petroplus Marketing AG from 2007 to 2009.
Phillips’ downstream businesses from 2001
Joseph D. Watson
(Executive Vice President and Chief Financial Officer)
Education
ruary 2002. From 1993 to 2000, Mr. Watson
Bachelor of Arts Degree from Princeton Univer-
served in various financial management posi-
sity, USA, and Program for Management Devel-
tions at Tosco. From 1991 to 1993, he served
opment at Harvard Business School, USA.
as Vice President of Argus Investments, Inc., a
private investment company. More recently, Mr.
Professional background
Watson has been involved at the executive level
Joseph D. Watson has served as our CFO since
in the alternative energy industry, serving as the
August 2010. Mr. Watson has thirteen years of
CFO of Process Energy Solutions LLC, and has
executive experience in the independent refin-
consulted for various energy companies, in-
ing sector. He served as Senior Vice President
cluding PBF Energy Company.
and CFO of Premcor Inc. from January to September 2005 after spending several years at
Effective August 5, 2010, Mr. Watson suc-
various management levels in the company.
ceeded Ms. Karyn F. Ovelmen as the CFO of
Prior to joining Premcor, he spent nine years
the Company.
with Tosco Corporation, serving as president of
The e-Place.com, Ltd., a wholly owned subsidi
Tasks previously carried out for Petroplus
ary of Tosco, and as Vice President of Tosco
None.
Shared Services from November 2000 to Feb-
4.3 Management contracts
Petroplus does not have management contracts with third parties.
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61
Petroplus Holdings AG | Annual Report 2010 | Corporate Governance
5 Compensation, Shareholdings
and Loans
Principle initiatives of the Compensation Committee in 2010
include the standardization of executive employment agreements, industry benchmarking studies, introduction of a newly
5.1 C
ontent and Method of Determining the
Compensation and the Share-Ownership
Programs
designed Corporate Bonus Program and implementation
guidelines for the Petroplus Equity Participation Plan.
In 2010, the Compensation Committee supported the intro-
Compensation for the BoD and for the Executive Committee
duction of a new short-term variable reward program: The
is determined by the Compensation Committee and is subject
Corporate Bonus Program. This is a key element of the Com-
to approval by the BoD. The remunerations paid in 2010 are
pany’s total compensation approach and applies to all eligible
in accordance with this authorization procedure and are con-
employees, including the Executive Committee. The new pro-
sistent with the Company’s rewards policy. The information in-
gram acknowledges and rewards contributions at three levels:
cluded here follows the guidelines of the SIX Swiss Exchange.
− Total Company performance;
− Business unit or team accomplishment; and
Compensation Policy
− Individual performance.
Petroplus’ human resources philosophy centers on valuing
employees and their contributions to the success of the Com-
Metrics are established for each of these components with the
pany. These principles also apply to members of the BoD and
main purpose of rewarding annual performance.
the Executive Committee. Wherever possible, Petroplus uses
results- and performance-driven compensation programs that
The BoD approves the available funding for compensation
are based on relevant market practices. Our rewards policy
programs and the individual awards to the non-executive Di-
focuses on total compensation which is comprised of three
rectors and the Executive Committee.
elements:
− Base salaries;
Non-Executive Members of the Board of Directors
− Short-term incentive awards; and
The BoD determines the compensation to non-executive
− Long-term equity incentives.
members of the BoD. For 2010, the following forms of compensation were received by non-executive members of the
Compensation decisions are guided by clearly defined pro-
BoD:
gram structures that ensure fair and transparent treatment.
− Board of Directors fees – With the exception of our Chairman, Thomas D. O’Malley, each non-executive member of
Compensation Committee
the BoD was paid an annual compensation of CHF 202,500
The Compensation Committee of the BoD has established
for services provided. This represented a 10 % reduction
policies to ensure that management and employees are re-
from 2009. In addition, the chairperson of the Audit Com-
warded appropriately for their contributions to the Company’s
mittee received additional annual compensation of CHF
growth and profitability, that the executive compensation
100,000, and the committee chairpersons of the Compen-
strategy supports organizational objectives and shareholder
sation Committee and the Nominating and Corporate Gov-
interests and that compensation is demonstrably contingent
ernance Committee each received additional annual com-
upon sustainable Company success and the individual con-
pensation of CHF 20,000.
tribution by each person. The Committee regularly monitors
− O ther cash compensation – Each non-executive member
market data and industry practices and has established pro-
of the BoD received compensation of CHF 5,500 for each
grams to provide a framework for compensation at all levels of
board and/or committee meeting attended and reimburse-
the Company.
ment of out-of-pocket expenses incurred for attending
Committee and Board meetings.
Petroplus uses a variety of information to obtain insight to
− Equity Participation Plan – The non-executive members of
market practices. Several external advisors, including leading
the BoD are eligible to participate in the Petroplus Equity
compensation consulting groups, are regularly consulted. The
Participation Plan. The equity compensation granted is ap-
relevant market data is derived from the Swiss Leader Index
proved by the BoD. No such equity awards were granted to
(SLI) and the index STOXX Europe – TMI Oil & Gas Producers
as well as from specially commissioned refining industry studies.
non-executive members of the BoD in 2010.
− T he agreement for Thomas D. O’Malley provides for an annual base salary in the amount of CHF 600,000.
62 | Petroplus Holdings AG | Annual Report 2010 | Corporate Governance
Executive Committee
Changes in the Executive Committee
––Short-term Incentive Awards: The employment agreements
During 2010, the Company experienced changes in the Ex-
provide that the members of the Executive Committee are
ecutive Committee. Mr. Michael D. Gayda retired from the
eligible to earn an annual bonus in accordance with the
Company while Mr. Bruce A. Jones and Ms. Karyn F. Ovelmen
Company’s incentive compensation plan. For 2010, the ap-
resigned their positions. New senior managers were elected
plication of Executive Committee bonus awards followed
by the BoD as members of the Executive Committee. These
the structure of the Corporate Bonus Program in which a
include Mr. Peter F. Senkbeil (General Manager Refining as of
target bonus amount of 60 % of base salary has been mea-
February 2, 2010) and Mr. Joseph D. Watson (Chief Financial
sured against Company financial results and individual per-
Officer as of August 5, 2010).
formance. These award components were given weightings
of 50 % each and included assessment of the Company’s
Employment Agreements
success as measured by “clean” earnings-per-share (which
The Company has entered into employment agreements with
excludes the impact of the change in the oil price environ-
members of the Executive Committee. Each agreement has
ment and one-time items) and evaluation of achievements
been approved by the BoD. The agreements, as amended,
versus individual performance objectives. The maximum bo-
have an indefinite term and may be terminated by either the
nus for the members of the Executive Committee under the
Company or the relevant Executive with at least three months’
Corporate Bonus Program may not exceed 120 % of base
notice period, except that Mr. Vettier’s employment agreement
salary. Actual awards are determined by the BoD. Outside of
is for a two-year term with a provision that permits an exten-
the Corporate Bonus Program, Executives may also receive
sion of the agreement for additional one-year periods at the
additional bonus awards at any time at the discretion of the
end of the term or any renewal thereof.
BoD.
Termination benefits are contained in executive agreements
––Long-term Equity Incentives: Members of the Executive
should employment be terminated by the Company without
Committee are also eligible to participate in the Petroplus
cause or by the Executive for good reason. These include a
Equity Participation Plan, under which certain stock options
payment equal to 1.5 times the sum of the annual base salary
and RSUs are granted at the discretion of the BoD. These
and previous year’s bonus for Mr. Vettier, 1.5 times the annual
incentives are intended to reward the members of the Ex-
base salary for Mr. Kuchta and 1.0 times the annual base sal-
ecutive Committee based on the long-term success of the
ary for both Mr. Skok and Mr. Senkbeil. In 2010, former mem-
Company. In 2010, Mr. Vettier, Mr. Kuchta, Mr. Senkbeil and
bers of the Executive Committee, Bruce A. Jones and Karyn
Mr. Skok received RSUs with a three-year graded vesting
F. Ovelmen, received termination benefits per the provisions of
scheme, with one-third of the shares vesting each year. Ad-
their employment agreements.
ditionally, Mr. Senkbeil, Mr. Skok and Mr. Watson received
share options with a four-year vesting schedule. The awards
Compensation
for Mr. Vettier, Mr. Kuchta and Mr. Watson are contractually
The total compensation of Executives, including base salary,
agreed amounts, based on the provisions of their respective
short-term and long-term incentive components, is determined by
agreements. Mr. Vettier receives equity incentives annually
the BoD. In determining Executive compensation, the BoD con-
with a fair value calculated under International Financial Re-
siders, among other factors, the Company’s performance and rel-
porting Standards (“IFRS”) representing 20 % of his annual
ative shareholder return, the value of similar incentive awards for
base salary. Mr. Kuchta receives equity incentives annually
executive officers at comparable companies in the refining indus-
representing 0.05 % of the number of outstanding shares of
try and the awards given to the respective persons in past years.
Petroplus Holdings AG. Mr. Watson receives equity incentives of 50,000 options annually for a two year period. The
––Base Salary: The Executive Employment Agreements provide for annual base salaries in the following amounts as of
number of stock options and RSUs awarded to Mr. Senkbeil
and Mr. Skok is based on the role of each individual.
December 31, 2010:
––CHF 2,400,000 for Jean-Paul Vettier;
Loans to Acting Members of Governing Bodies
––CHF 1,200,000 for Chester J. Kuchta;
No loans have been granted to members of the BoD or mem-
––CHF 1,000,000 for Joseph D. Watson (effective July 1, 2010);
bers of the Executive Committee during 2010.
––CHF 675,000 for W. Thomas Skok; and
––CHF 500,000 for Peter F. Senkbeil (effective February 2, 2010).
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63
Petroplus Holdings AG | Annual Report 2010 | Corporate Governance
5.2 Compensation and Shareholdings
thirds of the shares and the absolute majority of the nominal
capital represented at such meeting is required by law for:
For the disclosure of the compensation of the BoD and Ex-
− changes in the Company’s purpose;
ecutive Committee and details of shareholdings refer to Note
− the creation of shares with privileged voting rights;
6 “Compensation, Shareholdings and Loans” of the Statutory
− restrictions on the transferability of registered shares;
Financial Statements of Petroplus Holdings AG at December
− an authorized or conditional increase in the Company’s
31, 2010.
share capital;
−
an increase in the Company’s share capital by way of capi-
6 Shareholders’ Participation
talization of reserves, against contributions in kind, for the
acquisition of assets or involving the grant of special bene
fits;
6.1 Voting Rights and Representation Restrictions
− the restriction or elimination of pre-emptive rights of share-
Each share carries one vote. All shares have equal rights. Voting
− a relocation of domicile; or
rights and certain other non-economic rights attached to the
− dissolution of the Company.
holders;
shares, including the right, subject to certain conditions, to call
and to attend shareholders’ meetings, may be exercised only
The Chairman of the shareholders’ meeting decides on the
after a shareholder has been registered in the share register
voting procedure at each meeting.
of Petroplus Holdings AG as a shareholder or beneficiary with
voting rights.
Persons who have acquired registered shares will, upon ap-
6.3 Convocation of the Annual General Meeting
of Shareholders
plication, be entered into the share register as shareholders
with voting power, provided they expressly declare themselves
The rules regarding the convocation of the Annual General
to have acquired the shares concerned in their own name and
Meeting of the Shareholders do not deviate from Swiss Com-
for their own account. For further information see section 2.5
pany Law.
“Limitations on Transferability and Nominee Registrations”.
The transfer of uncertificated shares is completed upon the
6.4 Agenda
assignment in writing by the shareholder selling the shares
and notification to Petroplus Holdings AG. Shares held in a
The agenda of the Annual General Shareholders’ Meet-
custody or portfolio account with a bank may be transferred
ing is set by the BoD and mentions the business to be dis-
only with the cooperation of that bank. Uncertificated shares
cussed as well as motions of the BoD or of shareholders who
may be pledged only by a written pledge agreement in favor
have asked for an item to be placed on the agenda. One or
of the bank in whose accounts the shareholder keeps the
more shareholders representing shares with a par value of
relevant shares.
CHF 1,000,000 may request that an item be included in the
agenda of the shareholders’ meeting. Any request to include
If the registration of shareholdings with voting rights was ef-
an item must be submitted in writing at least 45 days prior to
fected based on false information, the BoD may cancel such
the shareholders’ meeting, stating the item to be included and
registration with retroactive effect.
the motions.
6.2 Statutory Quorums
6.5 Registrations in the Share Register
There is no provision in our articles of association requiring
The Company maintains a share register in which the details
a quorum to be present for our shareholders’ meetings. Ex-
of the owners and beneficiaries of the registered shares are
cept as otherwise stipulated by law, the shareholders’ meeting
recorded. Nominees will be registered up to 5 %. For further
passes resolutions and carries out elections by the majority of
information see section 2.5 “Limitations on Transferability and
the votes represented at a meeting. A resolution passed at the
Nominee Registrations”.
shareholders’ meeting with a qualified majority of at least two-
64 | Petroplus Holdings AG | Annual Report 2010 | Corporate Governance
7 Changes of Control and Defense
Measures
8 Auditors
7.1 Duty to Make an Offer
8.1 Duration of the Mandate and Term of Office of
the Lead Auditor
A person who acquires equity securities of Petroplus, whether
In 2006, Ernst & Young Ltd., Zurich were appointed as Statuto-
directly, indirectly or acting in concert with third parties, which
ry Auditors of Petroplus for the first time. They were re-elected
exceed the threshold of 33 1⁄ 3 % of the Company’s voting rights
for a term of one year at the Fourth Annual General Sharehold-
(whether exercisable or not), must make an offer to acquire all
ers’ meeting held on May 5, 2010. Mr. Reto Hofer, Partner, is
shares. A waiver of the mandatory rules may be granted by the
acting as the Auditor-In-Charge since 2009.
Swiss Takeover Board or the Swiss Federal Banking Commission under certain circumstances.
8.2 Auditing and Additional Fees
Swiss law provides for the possibility to have the articles of
association contain a provision which would eliminate the ob-
The following fees were charged for professional services ren-
ligation of an acquirer of shares exceeding the threshold of
dered to the Company by Ernst & Young in 2010 and 2009:
33 1⁄ 3 % of the voting rights to proceed with a public purchase
offer (“opting-out”) or which would increase such threshold to
(in millions of USD)
1)
2010
2009
49 % of the voting rights (“opting-up”). The articles of associa-
Audit fees
tion of Petroplus do not contain such opting-out or opting-up
Tax compliance
provisions.
Transaction services 2)
0.1
0.4
Total
2.6
3.0
7.2 Clauses on Changes of Control
All outstanding options, including those granted to the members
2.3
2.4
0.2
0.2
1)
This amount includes the fees for the individual audits of Petroplus companies carried out by Ernst & Young as well as their fees for auditing the
Consolidated Financial Statements of the Company.
2) Transaction related services comprise, among other things, fees for
capital market transactions, acquisitions and related comfort letters.
of the BoD and members of the Executive Committee, become
fully vested and the non-compete clause in the employment
agreements with the members of the Executive Committee
8.3 Supervisory and Control Instruments
become null and void upon a change of control of Petroplus
Holdings AG. The agreements of Mr. O’Malley and Mr. Kuchta
The supervision and assessment of the external auditor’s ser-
include a provision for a payment equal to 2.99 times annual
vices has been delegated by the BoD to the Audit Committee.
base salary upon a change of control. Mr. O’Malley retired from
The Audit Committee meets with the external auditors at least
Petroplus effective February 2, 2011. The change of control
four times per year to discuss the quarterly review or audit
rights in Mr. O’Malley’s agreement expire six months after his
procedures performed, significant accounting transactions,
termination date. The agreement of Mr. Vettier includes a provi-
progression of fees, any non-audit procedures performed
sion for payment of 2.0 times the sum of: annual base salary,
and independence. Additionally, once per year, the external
previous year’s bonus and the total amount of equity awarded
auditors present the detailed audit plan to the Audit Commit-
during the term of the employment agreement. The agreement
tee. The plan includes the timing, scope and fees for the audit
of Mr. Watson includes a provision for payment equal to 1.5
services which will be performed for the upcoming year. The
times the sum of: annual base salary, previous year’s bonus and
Audit Committee provides summarized information to the BoD
previous year’s equity awards.
and, based on the information provided and the recommendation of the Audit Committee, the Board approves the audit
plan and associated fees. In 2010, the Audit Committee met
independently four times with the external auditors. In addition, the Internal Auditor and representatives of the external
auditors attended each of the Audit Committee meetings held
throughout the year.
|
65
Petroplus Holdings AG | Annual Report 2010 | Corporate Governance
9 Information Policy
In addition to the annual report, Petroplus publishes condensed interim financial information quarterly.
Petroplus provides stock-price-sensitive information in accordance with the ad hoc publicity requirements of the Listing
Rules of the Swiss Exchange. All information is distributed
through third-party electronic and print media resources.
Additionally, all interested parties have the possibility to directly receive from Petroplus, via an e-mail distribution list,
free and timely notification of publicly released information.
All of this information, as well as the registration form for the
e-mail distribution service, general corporate information,
corporate calendar and Company publications can be found
in the Investors section of the Company website located at
www.petroplusholdings.com.
Contact information
Petroplus Holdings AG
Investor Relations
Industriestrasse 24
6300 Zug, Switzerland
Phone
+41 58 580 12 44
Fax
+41 58 580 13 87
E-Mail
ir@petroplus.biz
Internet www.petroplusholdings.com
Financial
Reporting
Consolidated Financial
Statements of
Petroplus Holdings AG
68
I
69
I
70
I
71
I
72
I
131
I
Consolidated Statement of
Comprehensive Income
for the year ended December 31, 2010
Consolidated Statement of Financial
Position at December 31, 2010
Consolidated Statement of Cash Flows
for the year ended December 31, 2010
Consolidated Statement of Changes in
Equity for the year ended December 31, 2010
Notes to the Consolidated Financial
Statements for the year 2010
Report of the Statutory Auditor
68 | Petroplus Holdings AG | Annual Report 2010 | Consolidated Financial Statements
Consolidated Statement of Comprehensive Income
for the year ended December 31, 2010
(in millions of USD)
Notes
2010
2009
Continuing operations
Revenue
Materials cost
3, 4
20,735.0
14,797.8
3
(19,406.4)
(13,592.4)
1,328.6
1,205.4
Gross margin
Personnel expenses
5
(351.9)
(351.1)
Operating expenses
5
(439.8)
(451.2)
Depreciation and amortization
13, 14
(338.8)
(282.1)
Other administrative expenses
5
(42.7)
(55.7)
155.4
65.3
Operating profit
Financial income
5
3.1
2.6
Financial expenses
5
(189.6)
(167.2)
(2.2)
2.5
Foreign currency exchange (loss)/gain
Share of income/(loss) from associates
15
Loss before income taxes
Income tax expense
6
Net loss from continuing operations
8.5
(1.6)
(24.8)
(98.4)
(82.1)
(10.4)
(106.9)
(108.8)
Discontinued operations
Loss from discontinued operations, net of tax
7
Net loss
(5.4)
(141.1)
(112.3)
(249.9)
Other comprehensive (loss)/income
Net loss on available-for-sale financial assets
16
Exchange difference on disposal/liquidation of subsidiary 1)
Income tax 2)
6
Other comprehensive (loss)/income
Total comprehensive loss
(1.2)
–
0.4
–
–
12.0
(0.8)
12.0
(113.1)
(237.9)
(106.9)
(108.8)
Net loss attributable to shareholders of the parent for
continuing operations
discontinued operations
Net loss
(5.4)
(141.1)
(112.3)
(249.9)
Total comprehensive loss attributable to shareholders of the parent for
continuing operations
discontinued operations
Total comprehensive loss
(108.5)
(96.8)
(4.6)
(141.1)
(113.1)
(237.9)
Earnings per share (in USD)
Earnings per share – basic
23
(1.22)
(3.20)
Earnings per share – diluted
23
(1.22)
(3.20)
Earnings per share – basic
23
(1.16)
(1.39)
Earnings per share – diluted
23
(1.16)
(1.39)
calculated on continuing operations
1)
Recognition of the cumulative exchange differences in respect of the disposal of the Antwerp Processing facility reclassified to the line item “Discontinued operations” in the Consolidated Statement of Comprehensive Income (further information is disclosed in Note 8 “Disposal of the Antwerp
Processing Facility”) resulting in an other comprehensive income of USD 0.8 million and the liquidation of Refinaria Vasco da Gama, Lisboa, resulting
in an other comprehensive loss of USD 0.4 million.
2) Relates mainly to fluctuations in foreign exchange gains and related taxes regarding loans classified as net investments.
Petroplus Holdings AG | Annual Report 2010 | Consolidated Financial Statements
|
69
Consolidated Statement of Financial Position
at December 31, 2010
(in millions of USD)
Notes
2010
2009
Current assets
Cash and short-term deposits
10
179.0
11.2
Trade receivables, net
12
1,154.7
1,051.4
Other receivables and prepayments
12
109.3
99.8
Derivative financial instruments
28
6.0
7.7
Inventories
11
1,707.9
1,684.5
Other financial assets
28
Current tax assets
Assets classified as held for sale
9
2.2
2.4
12.8
8.4
–
88.2
3,171.9
2,953.6
13
81.3
99.3
Property, plant and equipment
14
3,415.5
3,523.1
Investments in associates
15
14.6
21.2
16, 28
34.6
28.6
Retirement benefit asset
20
26.2
9.3
Other financial assets
28
11.8
3.2
6
13.7
40.0
Total current assets
Non-current assets
Intangible assets
Financial assets available-for-sale
Deferred tax assets
Total non-current assets
3,597.7
3,724.7
Total assets
6,769.6
6,678.3
149.6
Current liabilities
Interest-bearing loans and borrowings
18
–
25, 28
2.2
2.9
17
1,406.6
1,463.4
Other payables and accrued expenses
17
1,102.2
822.7
Derivative financial instruments
28
1.2
4.0
Provisions
19
1.8
13.9
1.8
11.1
Finance lease commitments
Trade payables
Current tax liabilities
Liabilities classified as held for sale
9
–
30.6
2,515.8
2,498.2
18
1,692.0
1,683.8
25.6
Total current liabilities
Non-current liabilities
Interest-bearing loans and borrowings
25, 28
21.6
Provisions
Finance lease commitments
19
11.6
12.5
Retirement benefit obligation
20
118.4
123.0
9.7
4.6
Other liabilities
Deferred tax liabilities
396.6
342.6
Total non-current liabilities
6
2,249.9
2,192.1
Total liabilities
4,765.7
4,690.3
Shareholders’ equity
Share capital
22
608.1
555.2
Share premium
22
1,542.9
1,463.4
Other reserves
Retained earnings
Equity attributable to shareholders of the parent
Non-controlling interest
21
20.9
22.1
(168.3)
(53.0)
2,003.6
1,987.7
0.3
0.3
Total shareholders’ equity
2,003.9
1,988.0
Total liabilities and shareholders’ equity
6,769.6
6,678.3
70 | Petroplus Holdings AG | Annual Report 2010 | Consolidated Financial Statements
Consolidated Statement of Cash Flows
for the year ended December 31, 2010
(in millions of USD)
Notes
2010
2009
(112.3)
(249.9)
7, 13, 14
339.4
426.6
5
13.3
25.4
82.4
(13.9)
136.6
115.7
Cash flows from operating activities 1)
Net loss
Adjustment for:
Depreciation, amortization and impairment
Amortization of capitalized financing costs/accretion expenses
Income tax expense/(benefit)
Interest expense, net of interest income
Share-based payments
5, 24
Impairment of financial assets available-for-sale and related loans
Net loss on disposals of subsidiaries and other assets
5.0
6.1
–
2.3
5.9
1.1
(6.9)
1.6
Foreign exchange and other items
(9.3)
(17.5)
Change in provisions and pensions
(34.4)
(9.6)
Share of (gain)/loss from associates
Changes in working capital
Change in trade and other receivables
Change in inventories
Change in derivative financial instruments
Change in trade and other payables and accrued expenses
Cash generated from operations
Interest paid
Interest received
Income tax paid, net of tax received
Dividends received from associates and available-for-sale investments
Cash flows from operating activities
(118.8)
255.3
(20.5)
(378.3)
(1.1)
(29.2)
303.4
(96.2)
582.7
39.5
(137.0)
(108.8)
0.6
0.6
(18.0)
(28.4)
1.4
–
429.7
(97.1)
(293.3)
(295.0)
Cash flows from investing activities 1)
Investment in property, plant and equipment/intangible assets 2)
Investment in associate
15
(76.4)
–
Acquisition of businesses, cash collected from final purchase price settlement
31
–
9.0
8
56.2
–
15
81.9
–
0.8
1.7
Disposals of subsidiaries, net of cash sold
Disposal of associate, net of cash sold
Disposals of assets, net of cash sold
Cash flows from prior years disposals
–
11.7
Cash flows from investing activities
(230.8)
(272.6)
284.2
Cash flows from financing activities 1)
Proceeds from issuance of share capital 3)
22
138.0
Proceeds from issuance of senior notes/convertible bond
18
–
543.7
Repayment of convertible bond
18
–
(500.0)
Repayment of nominal share capital
22
(9.0)
(38.2)
Decrease on working capital facilities
18
(163.1)
(90.3)
(6.3)
(40.1)
Cash flows from financing activities
Financing costs
(40.4)
159.3
Net cash flow
158.5
(210.4)
Net foreign exchange differences
Movement in cash and short-term deposits
Cash and short-term deposits as per January 1
Cash and short-term deposits as per December 31
1)
9.3
11.8
167.8
(198.6)
11.2
209.8
179.0
11.2
The Consolidated Cash Flow Statement includes cash flows from discontinued operations. Cash flow information related to discontinued operations is
disclosed in Note 7 “Discontinued Operations”.
2) Net of non-cash accruals.
3) Includes proceeds from private placement of shares and options exercised under the Equity Incentive Plan during 2010.
Petroplus Holdings AG | Annual Report 2010 | Consolidated Financial Statements
|
71
Consolidated Statement of Changes in Equity
for the year ended December 31, 2010
Attributable to equity holders of the parent
Notes
Share
capital
Share
premium
464.0
1,306.3
(in millions of USD)
Balance as at January 1, 2009
Net loss for the period
Other reserves
Retained
earnings
Total
Noncontrolling
interest
Total
equity
0.3
1,987.6
(249.9)
Availablefor-sale
reserve
Translation
reserve
–
12.9
204.1
1,987.3
–
–
–
–
(249.9)
(249.9)
–
–
–
–
12.0
–
12.0
–
12.0
–
–
–
12.0
(249.9)
(237.9)
–
(237.9)
22
(34.0)
–
–
(2.8)
–
(36.8)
–
(36.8)
Issuance of shares (public offering)
22
125.2
154.6
–
–
–
279.8
–
279.8
Share issue costs
22
–
–
–
–
(12.2)
(12.2)
–
(12.2)
18, 22
–
(35.0)
–
–
–
(35.0)
–
(35.0)
18, 22
–
36.4
–
–
–
36.4
–
36.4
–
1.1
–
–
(1.1)
–
–
–
24
–
–
–
–
6.1
6.1
–
6.1
555.2
1,463.4
–
22.1
(53.0)
1,987.7
0.3
1,988.0
Other comprehensive income
6
Total comprehensive loss
Repayment of nominal share capital
Equity component convertible bond
“2013 CB” (reversal)
Equity component convertible bond
“2015 CB”
Related income tax
Share-based payments
Balance as at December 31, 2009
Net loss for the period
–
–
–
–
(112.3)
(112.3)
–
(112.3)
Other comprehensive loss
–
–
(1.2)
0.4
–
(0.8)
–
(0.8)
(113.1)
–
–
(1.2)
0.4
(112.3)
(113.1)
–
Repayment of nominal share capital
Total comprehensive loss
22
(8.1)
–
–
(0.4)
–
(8.5)
–
(8.5)
Issuance of shares
22
59.2
77.4
–
–
–
136.6
–
136.6
(private placement)
Share issue costs
22
–
–
–
–
(5.6)
(5.6)
–
(5.6)
Issuance of shares under
22
1.8
2.1
–
–
(2.4)
1.5
–
1.5
24
–
–
–
–
5.0
5.0
–
5.0
608.1
1,542.9
(1.2)
22.1
share option plan
Share-based payments
Balance as at December 31, 2010
(168.3) 2,003.6
0.3 2,003.9
72 | Petroplus Holdings AG | Annual Report 2010 | Consolidated Financial Statements
Notes to the Consolidated Financial Statements
for the year 2010
1 General Information
The process for a possible sale of the refinery concluded without
presenting any ultimate buyers, and the Company determined
General
that, in the current challenging refining market and capital-constrained environment, the Company cannot justify further size-
Petroplus Holdings AG and its subsidiaries (the “Company”,
able capital investments in the plant. As a consequence, on Oc-
“Group”, “we”, “us” or “Petroplus”) is a publicly traded com-
tober 21, 2010, the Company informed the Works Council of the
pany listed in the main segment of the SIX Swiss Exchange
Reichstett refinery that it intended to commence a formal infor-
(“SIX”). The initial listing of the Company took place on No-
mation and consultation process to propose terms for a project
vember 30, 2006. Petroplus Holdings AG was incorporated on
to cease refining operations and convert the site to a terminal.
February 20, 2006 under the name of Argus Atlantic Energy
The information and consultation process formally commenced
Limited (“Argus”) in Bermuda. On August 22, 2006, the share-
on November 24, 2010. A decision with respect to the future of
holders of Argus Atlantic Energy Limited resolved to transfer its
the site can and will only be made when Petroplus has received
registered office to Zug, Switzerland and to change its name
the opinion of the Works Council which is expected around the
to Petroplus Holdings AG. The address of its registered office
end of the first quarter of 2011, until which time, the refinery will
and domicile is Petroplus Holdings AG, Industriestrasse 24,
continue to operate.
6300 Zug, Switzerland.
Shutdowns at Refineries due to Strike Actions
Petroplus is the largest independent refiner and wholesaler of
During October 2010, throughput at the Petit Couronne,
petroleum products in Europe. The Company is focused on
Reichstett and Cressier refineries was impacted due to labor
refining and currently owns and operates six refineries across
strike actions in France.
Europe: The Coryton refinery on the Thames Estuary in the
the Petit Couronne refinery in Petit Couronne, France, the In-
Petroplus’ Share in Investment Vehicle PBF Energy
Company LLC
golstadt refinery in Ingolstadt, Germany, the Reichstett refinery
Acquisition of Delaware City Refinery Assets
near Strasbourg, France, and the Cressier refinery in the can-
On June 1, 2010, the Company’s investment vehicle, PBF En-
ton of Neuchâtel, Switzerland. The six refineries have a com-
ergy Company LLC (“PBF”), a partnership entered into with
bined throughput capacity of approximately 752,000 barrels
The Blackstone Group and First Reserve Corporation, com-
per day (“bpd”). The Company also owns the Teesside facility
pleted its purchase of the Delaware City refinery in Delaware
in Teesside, United Kingdom, which operates as a market-
City, Delaware from Valero Energy Corporation. On May 28,
ing and storage facility. The Company sells refined petroleum
2010, the Company contributed USD 76.4 million to PBF re-
products on an unbranded basis to distributors and end cus-
lated to the purchase of the Delaware City refinery.
United Kingdom, the Antwerp refinery in Antwerp, Belgium,
tomers, primarily in the United Kingdom, France, Switzerland,
Germany and the Benelux Countries, as well as on the global
Sale of Petroplus’ Share in Investment Vehicle PBF
spot market.
On September 26, 2010, the Company reached an agreement
in principle with the Blackstone Group and First Reserve, its
partners in PBF, for the sale of Petroplus’ 32.62 % share of PBF
Development of the Company
in the amount of USD 91.0 million. Cash proceeds received on
October 18, 2010, amounted to USD 81.9 million after with-
Activities in 2010
holding tax. For further details, see Note 15 “Investments in
Associates”.
Reichstett Refinery
In the beginning of 2010, the Company launched a strategic
Repayment of Nominal Share Capital
review of its Reichstett refinery in France to evaluate alterna-
At the ordinary shareholders’ meeting of the Company which
tives for the site. The Company considered several possibili-
took place on May 5, 2010, the shareholders resolved to re-
ties, including a potential sale, further investments to improve
duce the share capital by CHF 0.10 per share. The entry of the
its competitiveness, as well as a shutdown of refining oper
share capital reduction in the commercial register took place
ations and conversion to a terminal.
on July 15, 2010, and the repayment of CHF 0.10 per registered share was paid to shareholders on July 26, 2010. For
further details, see Note 22 “Shareholders’ Equity”.
Petroplus Holdings AG | Annual Report 2010 | Consolidated Financial Statements
|
73
Issuance of Shares
Convertible Bond
During May 2010, the Company completed a private place-
Convertible Bond USD 150 million, 4.0 % due 2015
ment whereby the Company issued 8,650,000 new registered
(the “2015 CB”)
shares from existing authorized capital. The shares were sold
On October 16, 2009, Petroplus Finance Ltd., a subsidiary of
at a price of CHF 17.50. The first trading day of the new shares
the Company issued USD 150.0 million in guaranteed senior
was May 7, 2010. The gross proceeds amounted to USD 136.4
secured convertible bonds due 2015. The debt is guaranteed
million, excluding share issue costs of USD 5.6 million. For fur-
by the Company as well as by certain of its subsidiaries. The
ther details, see Note 22 “Shareholders’ Equity”.
specified conversion price into common shares of the Company is CHF 30.42 per share. The 2015 CB bears interest at
Activities in 2009
4.0 % per annum. For further details, see Note 18 “InterestBearing Loans and Borrowings”.
Discontinued Operations
Sale of the Antwerp Processing Facility
Convertible Bond USD 500 million, 3.375 % due 2013
On October 23, 2009, the Company entered into a definitive
(the “2013 CB”) redeemed on October 16, 2009
agreement with Eurotank Belgium B.V., a wholly-owned sub-
In October 2009, we successfully completed a tender offer
sidiary of Vitol Tank Terminals International B.V., part of the
to repurchase our 2013 CB of USD 500.0 million 3.375 % due
Vitol Group of companies (“Vitol”) for the sale of Petroplus Re-
in 2013. The 2013 CB was redeemed on October 16, 2009
fining Antwerp N.V. and Petroplus Refining Antwerp Bitumen
at the principal amount of USD 500.0 million, plus aggregate
N.V. (the “Antwerp Processing facility”). The sale was closed
accrued interest. For further details, see Note 18 “Interest-
on January 12, 2010. The proceeds received were USD 56.3
Bearing Loans and Borrowings”.
million, including hydrocarbon inventory on site. For further details, see Note 7 “Discontinued Operations”.
Senior Notes
Senior Notes USD 400 million, 9.375 % due 2019
Operations of the Teesside Refinery
(the “2019 SN”)
Due to the low complexity configuration of the facility, the un-
On September 17, 2009, Petroplus Finance 3 Limited, Ber-
favorable market environment and the significant regulatory
muda, an unrestricted subsidiary of the Company, issued USD
capital expenditures required to maintain refinery operations,
400.0 million aggregate principal amount of 9.375 % senior
we suspended the Teesside facility’s refining operations in No-
notes due 2019 at an issue price of 98.42 % giving a yield of
vember 2009. The refinery had been shut down for economic
9.625 %. For further details, see Note 18 “Interest-Bearing
reasons since the second quarter of 2009. During 2010, the
Loans and Borrowings”.
refinery was converted to a marketing and storage facility. The
refinery’s 117,000 bpd throughput capacity had represented
Upon successful completion of the tender offer and subse-
approximately 14 % of our combined throughput capacity.
quent repayment of the 2013 CB, Petroplus Finance Limited
assumed the obligations of Petroplus Finance 3 Limited un-
The results of the above operations, including impairment
der the 2019 SN, the Company and certain of its subsidiaries
charges recorded in 2009, have been reclassified to the sepa-
became guarantors of the 2019 SN and Petroplus Finance 3
rate line item “Discontinued operations” in our Consolidated
Limited was released of all obligations under the 2019 SN.
Statement of Comprehensive Income for the years ended December 31, 2010 and 2009. For further details, see Note 7
Rights Issue and International Offering
“Discontinued Operations”.
During September 2009, we completed a rights issue and international offering whereby the Company issued 17,265,058
Revolving Credit Facility
new registered shares from existing authorized share capital.
On October 16, 2009 the Company successfully completed a
Existing shareholders were entitled to subscribe for one new
new three-year committed Revolving Credit Facility (“RCF”) of
share at a subscription price of CHF 16.90 per share for every
USD 1.05 billion. The RCF includes an option to increase the
four existing shares held. The new shares began trading on
committed facility amount up to USD 2.0 billion on a preap-
September 22, 2009. The gross proceeds amounted to USD
proved but not precommitted basis in the event of increased
284.2 million, excluding share issue costs of USD 12.2 million.
working capital needs or future acquisitions. The RCF termi-
For further details, see Note 22 “Shareholders’ Equity”.
nates October 16, 2012. For further details, see Note 18 “Interest-Bearing Loans and Borrowings”.
74 | Petroplus Holdings AG | Annual Report 2010 | Consolidated Financial Statements
2 Accounting Policies
Companies acquired or disposed of during the year are included in the Consolidated Financial Statements from the date of
Basis of Preparation
acquisition or up to the date of disposal. Intercompany transactions, balances and unrealized gains are eliminated in full.
Statement of Compliance
The Consolidated Financial Statements of Petroplus have been
Business Combinations
prepared in accordance with International Financial Reporting
Acquisitions of subsidiaries and businesses are accounted for
Standards (“IFRS”) as issued by the International Accounting
using the acquisition method. The cost of the business com-
Standards Board (“IASB”) and comply with Swiss Law.
bination is measured as the aggregate of the fair values (at
the date of exchange) of assets given, liabilities incurred or
All amounts included in the Consolidated Financial Statements
assumed, and equity instruments issued by the Company in
and notes are presented in USD and rounded to the nearest USD
exchange for control of the acquiree. All acquisition-related
in hundreds of thousands except where otherwise indicated.
costs are accounted for as expenses in the periods in which
the costs are incurred and the services are received. The ac-
Basis of Measurement
quiree’s identifiable assets, liabilities and contingent liabilities
The Consolidated Financial Statements have been prepared on
that meet the conditions for recognition under IFRS 3 Busi-
the historical cost basis except for the following Statement of
ness Combinations are recognized at their fair values at the
Financial Position items that are measured at fair value:
acquisition date, except for non-current assets (or disposal
− Financial assets available-for-sale;
groups) that are classified as held for sale in accordance with
− Derivative financial instruments; and
IFRS 5 Non-current Assets Held for Sale and Discontinued
− Assets/liabilities held for sale.
Operations, which are recognized and measured at fair value
less costs to sell.
The methods used to measure fair values are further discussed
below.
Goodwill arising on acquisition is recognized as an asset and
initially measured at cost, being the excess of the cost of the
business combination over the Company’s interest in the net
Summary of Significant Accounting Policies
fair value of the identifiable assets, liabilities and contingent
liabilities recognized. If, after reassessment, the Company’s in-
Scope of Consolidation
terest in the net fair value of the acquiree’s identifiable assets,
These Financial Statements are the Consolidated Financial
liabilities and contingent liabilities exceeds the cost of the busi-
Statements of Petroplus Holdings AG and its subsidiaries. Sub-
ness combination, the excess is recognized immediately in the
sidiaries are those companies directly or indirectly controlled by
Consolidated Statement of Comprehensive Income.
Petroplus Holdings AG (generally over 50 % of voting interest,
or potential voting rights, of the relevant company’s share capi-
The interest of non-controlling shareholders in the acquiree is
tal). Control is defined as the power to govern the financial and
initially measured at the non-controlling shareholders’ propor-
operating policies of an enterprise so as to obtain benefits from
tion of the net fair value of the assets and liabilities recognized.
its activities. Special purpose entities, irrespective of their legal
structure, are consolidated in instances where the Company
Discontinued Operations
has the power to govern the financial and operating policies of
A discontinued operation is a component of the Company’s busi-
an entity so as to obtain benefits from its activities.
ness that represents a separate major line of business or geographical area of operations that has been disposed of, is held
Investments in associated companies (where Petroplus gen-
for sale, or is a subsidiary acquired exclusively with the intent to
erally holds between 20 % and 50 % of a company’s voting
sell. Classification as a discontinued operation occurs when the
shares, or over which it otherwise has significant influence) and
operation meets the criteria to be classified as held for sale or
joint ventures are accounted for using the equity method as de-
upon disposal. When an operation is classified as a discontinued
scribed in the paragraph “Investments in associates”.
operation, the comparative Consolidated Statement of Comprehensive Income is re-presented as if the operation had been dis-
Other investments, where the Company holds less than 20 %
and does not have significant influence, are valued at fair value
and classified as financial assets available-for-sale.
continued from the start of the comparative period.
Petroplus Holdings AG | Annual Report 2010 | Consolidated Financial Statements
75
|
Assets and Liabilities Classified as Held for Sale
The Company has outstanding intercompany loans in USD
Disposal groups comprised of assets and liabilities (or non-
that are classified as net investments. Until December 31,
current assets) that are expected to be recovered primarily
2007, before the Company changed its functional currency
through sale rather than through continuing use are classified
from various local currencies into the USD, certain subsidiaries
as held for sale. Immediately before classification as held for
with functional currencies other than USD have directly rec-
sale, the components of the disposal group (or non-current as-
ognized the gain or loss arising from the revaluation of these
sets) are re-measured in accordance with the Company’s ac-
loans in other comprehensive income. Exchange differences
counting policies. Thereafter, the assets or the disposal group
arising from the translation of these net investments previously
are measured at the lower of their carrying amount and fair val-
classified in other comprehensive income are not recognized
ue less cost to sell. Any impairment loss on a disposal group
in profit and loss until repayment of these loans.
is first allocated to goodwill, and then to remaining assets and
liabilities on a pro rata basis. No loss is allocated to inventory,
The following exchange rates were used for translation of for-
financial assets or deferred tax assets, which continue to be
eign currencies into USD:
measured in accordance with the Company’s accounting policies. Impairment losses on initial classification as held for sale
Consolidated Statement of Consolidated Statement of
Comprehensive Income
Financial Position
and subsequent gains or losses on re-measurement are recognized in profit and loss. Gains are not recognized in excess
Average rates
of any cumulative impairment loss.
2010
Period-end rates
2009
2010
2009
1 EUR/USD
1.33
1.40
1.34
1.44
Functional Currency
1 CHF/USD
0.96
0.92
1.07
0.97
Petroplus Holdings AG and its subsidiaries have determined
1 GBP/USD
1.55
1.56
1.55
1.62
that their functional currency is the USD as the majority of the
1 CZK/USD
0.05
0.05
0.05
0.05
Company’s revenues are related to the sale of refined products for which the sales prices are primarily influenced by the
USD. In addition, the Company’s costs are primarily associ-
Cash and Short-Term Deposits
ated with the purchase of crude oil, which, on a worldwide
Cash and short-term deposits are comprised of cash on hand,
basis, is priced in USD.
current balances with banks and similar institutions, and
short-term, low risk, highly liquid investments that are readily
Transactions in foreign currencies are initially recorded at their
convertible to known amounts of cash and have a maturity of
respective currency rates prevailing at the date of the transac-
up to three months.
tion. All foreign exchange results related to our daily refining
and marketing activities and the associated hedging activities
For the purpose of the Consolidated Cash Flow Statement,
are classified in “Materials cost”; all results related to expo-
cash and short-term cash equivalents consist of cash and
sure from operating, personnel and other administrative costs,
short-term deposits as defined above, net of outstanding bank
which are incurred in local currencies, are classified in the as-
overdrafts.
sociated line item in the Consolidated Statement of Comprehensive Income.
Trade Receivables, Net
The reported values of trade receivables, net represent
Monetary assets and liabilities denominated in a currency
amounts invoiced to customers, less adjustments for doubt-
that differs from the functional currency of the Company are
ful receivables. Doubtful receivable provisions are established
translated into the functional currency at year-end exchange
based upon the difference between the receivable value and
rates. All differences are taken to the Consolidated State-
the estimated net collectible amount. The amount of the re-
ment of Comprehensive Income. Non-monetary items that are
spective estimated loss is recognized in the Consolidated
measured in terms of historical cost in a foreign currency are
Statement of Comprehensive Income within gross margin.
translated using the exchange rates at the dates of the initial
transactions. Non-monetary items measured at fair value in a
foreign currency are translated using the exchange rates at the
date when the fair value was determined.
76 | Petroplus Holdings AG | Annual Report 2010 | Consolidated Financial Statements
Derivative Financial Instruments
erials cost” in the Consolidated Statement of Comprehensive
The Company uses derivative financial instruments, such as
Income. The Company uses currency contracts to manage the
commodity derivatives and forward currency contracts, to
foreign currency risk associated with non USD sales, assets
manage a portion of its risk associated with commodity price
and liabilities. Gains and losses related to these currency con-
and foreign currency fluctuation. Such derivative financial
tracts are taken directly to profit and loss for the year.
instruments are initially recognized at fair value on the date
on which a derivative contract is entered into and are subse-
Financial Assets
quently re-measured at fair value. Derivatives are carried as
Financial assets within the scope of IAS 39 Financial Instruments:
assets when the fair value is positive and as liabilities when the
Recognition and Measurement are classified as either financial
fair value is negative. The fair value of the derivative financial
assets at fair value through profit or loss, loans and receivables,
instruments is either derived from market quotes or is based
held-to-maturity investments, or available-for-sale financial as-
on recent arm’s length transactions.
sets, as appropriate. When financial assets are initially recognized,
they are measured at fair value, plus, in the case of financial assets
The Company applies hedge accounting, in accordance with
not measured at fair value through profit or loss, directly attribut-
IAS 39 Financial Instruments: Recognition and Measurement
able financing costs. The Company determines the classification
and IFRS 7 Financial Instruments: Disclosures, to certain
of the financial assets at initial recognition and, where appropriate,
transactions, including fixed price contracts to sell bitumen in
evaluates this designation at each financial year end.
the UK. On the date a derivative contract is entered into, the
Company designates certain derivatives as a hedge of a par-
All regular purchases and sales of financial assets are recognized
ticular risk associated with a recognized asset or liability (fair
on the transaction date, the date the Company commits to pur-
value hedge). At the inception of the transaction, the Company
chase the asset. Regular purchases and sales are purchases or
documents the relationship between the hedging instruments
sales of financial assets that require delivery of those assets with-
and the hedged items, as well as its risk management ob-
in the period generally established by regulation or marketplace
jective and strategy for undertaking various hedge transac-
convention.
tions. This process includes linking all derivatives designated
as hedges to specific assets and liabilities. The Company also
Financial Assets at Fair Value through Profit or Loss
documents its assessment, both at hedge inception and on an
Financial assets classified as held for trading are included in the
ongoing basis at each quarter end, of whether the derivatives
category financial assets at fair value through profit or loss. Finan-
that are used in hedging transactions are highly effective in off-
cial assets are classified as held for trading if they are acquired
setting changes in fair values of hedged items. In accordance
for the purpose of being sold in the near term. Derivatives are
with IAS 39, changes in the fair value of derivatives that are
also classified as held for trading unless they are designated as
designated and qualify as fair value hedges and that are highly
effective hedging instruments. Gains and losses on investments
effective are recorded in the Consolidated Statement of Com-
held for trading are recognized in the Consolidated Statement of
prehensive Income in the line item “Materials cost”, along with
Comprehensive Income.
any changes in the fair value of the hedged asset or liability
that are attributable to the hedged risk.
Loans and Receivables
Loans and receivables are non-derivative financial assets with
Other than those disclosed above, the Company has not cur-
fixed or determinable payments that are not quoted in an active
rently designated any of its derivative financial instruments as
market. Such assets are carried at amortized cost using the ef-
effective hedges in line with IAS 39 Financial Instruments: Rec-
fective interest method. Gains and losses are recognized in the
ognition and Measurement and IFRS 7 Financial Instruments:
Statement of Comprehensive Income when the loans and receiv-
Disclosures. Changes in the fair value of any derivative finan-
ables are de-recognized or impaired, as well as through the amor-
cial instruments not designated as effective hedges are recog-
tization process.
nized directly in profit and loss for the year. Such derivatives
are primarily commodity instruments and currency contracts.
Financial Assets Available-for-Sale
Commodity instruments are used by the Company to man-
Available-for-sale financial assets are those non-derivative finan-
age commodity price fluctuation for a portion of our inventory
cial assets that are designated as available-for-sale financial as-
and certain sales contracts. Gains and losses related to these
sets or are not classified in any of the preceding two categories.
commodity instruments are recorded in the line item “Mat
After initial recognition, available-for-sale financial assets are mea-
Petroplus Holdings AG | Annual Report 2010 | Consolidated Financial Statements
|
77
sured at fair value with gains or losses being recognized in other
and the decrease can be related objectively to an event occurring
comprehensive income until the investment is de-recognized or
after the impairment was recognized, the previously recognized
the investment is determined as being impaired, at which time the
impairment loss is reversed through profit and loss to the extent
cumulative gain or loss previously recorded in other comprehen-
that the carrying amount of the investment at the date the im-
sive income is reclassified from equity to profit and loss.
pairment is reversed does not exceed what the amortized cost
would have been, had the impairment not been recognized. For
The fair value of the investments that are actively traded in or-
available-for-sale financial assets that are equity instruments, the
ganized financial markets is determined by reference to quoted
reversal is recognized directly in other comprehensive income.
market bid prices at the close of business on the Statement of
Financial Position date. For investments where there is no ac-
Inventories
tive market, fair value is determined using valuation techniques.
Inventories are valued at the lower of cost and net realizable
Such techniques include using recent arm’s length transactions,
value. Cost is determined using the first-in, first-out (“FIFO”)
reference to the current market value of another instrument that is
method and is accounted for as follows:
substantially the same, discounted cash flow analysis and option
pricing models.
Crude oil and feedstock
––purchase cost on a FIFO basis including freight.
Other available-for-sale financial assets, such as investments over
which the Company has no significant influence, and whose fair
Finished goods and intermediates
value cannot be reliably measured are stated at cost, less a provi-
––cost of direct materials and labor and a proportion of manu-
sion for any prolonged diminution in value. Dividends are record-
facturing overhead based on normal operating capacity, but
ed when declared.
excluding borrowing costs.
Impairment of Financial Assets
For determination of the cost of raw materials, the relevant pur-
A financial asset is considered to be impaired if objective evidence
chase contract and the attributable freight costs are included.
indicates that events have had a negative effect on the estimated
The costs of the refined products are built up by identifying the
future cash flows of that asset. An impairment loss in respect of
appropriate crude oil and feedstock cost based on the crude
a financial asset measured at amortized cost is calculated as the
oil and feedstock processed in the refinery for the last month
difference between its carrying amount and the present value of
of the reporting period. Additional factors considered include
the estimated future cash flows discounted at the original effective
the charge and yield of the refinery, average product prices to
interest rate. An impairment loss on an available-for-sale financial
guide allocation of raw material cost and the relevant variable
asset is calculated by reference to its current fair value. Significant
and fixed overhead for the stated month of production. When-
financial assets are tested for impairment on an individual basis.
ever the net realizable value (“NRV”) of inventory is lower than
The remaining financial assets are assessed in groups that share
its cost value, the stock is re-measured at its NRV. The NRV is
similar risk characteristics.
the estimated selling price in the ordinary course of business,
less the estimated costs necessary to make the sale.
In relation to trade receivables, a provision for impairment is recorded when there is objective evidence (such as the probability
Intangible Assets
of insolvency or significant financial difficulties of the debtor) that
Intangible assets, including software, that are acquired by the
the Company will not be able to collect all of the amounts due
Company are stated at cost less accumulated amortization
under the original terms of the invoice. The carrying amount of the
and impairment losses. Where acquired in a business combi-
receivable is reduced through a provision for doubtful accounts.
nation, the fair value is allocated in accordance with acquisi-
Impaired receivables are de-recognized when they are assessed
tion accounting.
as uncollectible.
Subsequent expenditure on intangible assets is capitalized
All impairment losses are recognized in profit and loss. Any cumu-
only when it increases the future economic benefits embodied
lative loss in respect of an available-for-sale financial asset recog-
in the specific asset to which it relates. All other expenditures
nized previously in other comprehensive income is transferred to
are expensed as incurred.
profit and loss upon recognition of an impairment charge. If, in a
subsequent period, the amount of the impairment loss decreases
78 | Petroplus Holdings AG | Annual Report 2010 | Consolidated Financial Statements
Amortization is charged to the Consolidated Statement of
Capitalized Turnaround Costs
Comprehensive Income on a straight-line basis over the es-
A turnaround is a required standard procedure for mainte-
timated useful lives of intangible assets, from the time the as-
nance of a refinery that involves the shutdown and inspection
sets are available for use. The estimated useful lives are as
of major processing units, which occurs approximately every
follows:
two to five years. Turnaround costs include actual direct and
contract labor, materials costs incurred for the overhaul, inspection and the replacement of major components of pro-
Amortization periods
Software
Leasehold
Other intangible assets
Intangible assets under construction
3 – 5 years
cessing and support units performed during the turnaround.
41 years
Turnaround costs, which are included in the Company’s
5 – 20 years
Consolidated Statement of Financial Position in PP&E, are
Not amortized
depreciated on a straight-line basis over the period until the
next scheduled turnaround, beginning the month following
completion. The depreciation of the turnaround costs is pre-
Property, Plant and Equipment
sented in the line item “Depreciation and amortization” in the
Property, plant and equipment (“PP&E”) is stated at cost,
Consolidated Statement of Comprehensive Income.
less accumulated depreciation and impairment losses. Cost
includes the cost of restoring part of the relevant plant and
Impairment of Non-Financial Assets
equipment when the recognition criteria are met. Depreciation
The Company assesses, at each reporting date, whether there
is calculated on a straight-line basis over the estimated useful
is an indication that an asset may be impaired. If any such indi-
life of the assets. The useful lives are estimated as follows:
cation exists, or, when annual impairment testing for an asset is
required, the Company makes an estimate of the asset’s recoverable amount. An asset’s recoverable amount is the higher of
Depreciation periods
Not depreciated
an asset’s, or cash-generating unit’s, fair value less costs to sell
30 – 40 years
and its value in use. The recoverable amount is determined for an
Machinery and equipment
2 – 40 years
individual asset, unless the asset does not generate cash inflows
Other assets
3 – 25 years
that are largely independent of those from other assets or groups
Not depreciated
of assets. Where the carrying amount of an asset exceeds its re-
Land
Buildings
Assets under construction
coverable amount, the asset is considered impaired and is written
down to its recoverable amount. In assessing value in use, the
The carrying value of PP&E is reviewed for impairment when
estimated future cash flows are discounted to their present value
events or changes in circumstances indicate that the carrying
using a discount rate that reflects current market assessments
value may not be recoverable.
of the time value of money and the risks specific to the asset.
Impairment losses from continuing operations are recognized in
Where parts of an item of PP&E have different useful lives, they
the Consolidated Statement of Comprehensive Income in the line
are accounted for as separate items. Routine maintenance
item “Depreciation and amortization”.
costs are expensed as incurred.
Investments in Associates
PP&E is de-recognized upon disposal of the asset or when no
The Company’s investments in associates are accounted for
future economic benefits are expected from its use. Any gain
using the equity method. An associate is an entity in which the
or loss arising upon de-recognition of the assets (calculated
Company has determined it has significant influence but is not
as the difference between the net disposal proceeds and the
considered a subsidiary.
carrying amount of the asset) is included in the Consolidated
Statement of Comprehensive Income in the year the asset is
Under the equity method, an investment in an associate is car-
de-recognized. Asset residual values and useful lives are re-
ried in the Consolidated Statement of Financial Position at cost
viewed and adjusted if appropriate at each financial year end.
plus post acquisition changes in the Company’s share of net
assets of the associate. After application of the equity method,
the Company determines whether it is necessary to recognize any impairment loss with respect to the net investment in
the associate. The Consolidated Statement of Comprehensive
Petroplus Holdings AG | Annual Report 2010 | Consolidated Financial Statements
|
79
Income reflects the Company’s share of the results of oper
After initial recognition, interest-bearing loans and borrowings are
ations of the associate. Where there has been a change rec-
subsequently measured at amortized cost using the effective in-
ognized directly in the equity of the associate, the Company
terest method.
recognizes its share of any changes and reflects this, or major
transactions, when applicable, in the Consolidated Statement
Gains and losses are recognized in profit and loss when the li-
of Changes in Equity.
abilities are de-recognized as well as through the amortization
process.
The reporting dates of the associates are the same as the reporting date of the Company.
Financial Liabilities at Fair value through Profit and Loss
Financial liabilities at fair value through profit and loss include fi-
Debt Instruments
nancial liabilities held for trading and financial liabilities designated
Debt instruments are initially recognized at fair value, which is the
upon initial recognition as at fair value through profit and loss.
proceeds received, less attributable financing costs. Subsequent
to initial recognition, debt instruments are stated at amortized
Derivatives are classified as held for trading. Gains and losses on
cost with any difference between cost and redemption value be-
liabilities held for trading are recognized in profit and loss.
ing recognized in the Consolidated Statement of Comprehensive
Income over the period of the debt instrument using the effec-
Leases
tive interest method. Any discount between the net proceeds re-
The determination of whether an arrangement is, or contains, a
ceived and the principal value due on redemption is amortized
lease is based on the substance of the arrangement and requires
over the duration of the debt instrument and is recognized as part
an assessment of whether the fulfillment of the arrangement is
of financing costs using the effective interest method.
dependent on the use of a specific asset, or assets, and the arrangement conveys a right to use the asset.
Compound financial instruments issued by the Company comprise convertible bonds that can be converted into share capi-
Company as a Lessee
tal. The liability component of a compound financial instrument
Finance leases, which transfer to the Company substantially all
is initially recognized at the fair value of a similar liability that does
the risks and benefits incidental to ownership of the leased item,
not have an equity conversion option. The equity component is
are capitalized at the inception of the lease at the fair value of the
initially recognized as the difference between the fair value of the
leased property or, if lower, at the present value of the minimum
compound financial instrument as a whole and the fair value of the
lease payments. Lease payments are apportioned between fi-
liability component. Any directly attributable financing costs are
nance charges and reduction of the lease liability so as to achieve
allocated to the liability and equity components in proportion to
a constant rate of interest on the remaining balance of the liability.
their initial carrying amounts. Subsequent to initial recognition, the
Finance charges are expensed.
liability component of a compound financial instrument is measured at amortized cost using the effective interest method. The
Capitalized leased assets are depreciated over the shorter of the
equity component of a compound financial instrument is not re-
estimated useful life of the asset and the lease term if there is no
measured subsequent to initial recognition.
reasonable certainty that the Company will obtain ownership at
the end of the lease term.
Financial Liabilities
Interest-Bearing Loans and Borrowings
Leases which do not meet the requirements of a finance lease
All loans and borrowings are initially recognized at fair value less
are classified as operating leases. Operating lease payments are
directly attributable financing costs.
recognized as an expense in the Consolidated Statement of Comprehensive Income on a straight-line basis over the lease term.
The Company capitalizes financing costs which are netted against
proceeds received. If new debt securities and credit facilities are
Company as a Lessor
issued but not drawn, the capitalized financing costs are pre-
Leases where the Company does not transfer substantially all the
sented within “Other financial assets”. The Company amortizes
risks and benefits of ownership of the asset to the lessee are clas-
these costs over the maturity period of the debt or over the life of
sified as operating leases. Initial direct costs incurred in negotiat-
the credit facility. The amortization of these costs is included in
ing an operating lease are added to the carrying amount of the
“Financial expenses” in the Consolidated Statement of Compre-
leased asset and recognized over the lease term on the same
hensive Income.
basis as rental income.
80 | Petroplus Holdings AG | Annual Report 2010 | Consolidated Financial Statements
Provisions for Liabilities and Charges
of the defined benefit obligation is determined by discounting the
Provisions are recognized only when the Company has a pre
estimated future cash outflows using a discount rate that is similar
sent obligation (legal or constructive) as a result of a past event
to the interest rate on high quality corporate bonds where the cur-
whereby it is probable that an outflow of resources embodying
rency and terms of the corporate bonds are consistent with the
economic benefits will be required to settle the obligation and a
currency and estimated terms of the defined benefit obligation.
reliable estimate can be made as to the amount of the obligation.
Where the Company expects some or all of a provision to be reim-
Actuarial gains or losses are amortized over the expected average
bursed, the reimbursement is recognized as a separate asset on
remaining working lives of the participating employees, but only
condition that the reimbursement is virtually certain. The expense
to the extent that the net cumulative unrecognized amount at the
relating to any provision is presented in the Consolidated State-
start of the year exceeds 10 % of the greater of the present value
ment of Comprehensive Income net of any reimbursement. If the
of the defined benefit obligation and the fair value of plan assets
effect of time value of money is material, provisions are discount-
at the same date.
ed using a current pre-tax rate which reflects, where appropriate,
the risks specific to the liability. Where discounting is used, the
Past service costs are recognized on a straight-line basis over the
increase in the provision due to the passage of time is recognized
average period until the benefits become vested. If the benefits
as a financial expense.
vest immediately following the introduction of, or changes to, a
pension plan, past service cost is recognized immediately. Gains
Provisions and liabilities for environmental remediation, resulting
or losses on the curtailment or settlement of pension benefits are
from past operations or events, are accounted for in the period in
recognized when the curtailment or settlement occurs.
which a legal or constructive obligation arises and the amount can
be estimated reasonably. Obligations and liabilities are measured
A net pension asset is recorded only to the extent that it does not
on the basis of current legal requirements and existing technol-
exceed the present value of any economic benefits available in the
ogy. Environmental expenditures relating to current operations are
form of refunds from the plan or reductions in future contributions
expensed, or capitalized where such expenditures provide future
to the plan and any unrecognized net actuarial losses and past
economic benefits. Obligations and expected insurance pay-outs
service costs.
are accounted for separately.
Taxes
Emission Rights
Current Taxes
Emission rights that are granted to the Company at no cost are not
Current tax assets and liabilities for the current and prior periods
recorded in the Consolidated Statement of Financial Position and
are measured at the amount expected to be recovered from, or
a provision is only recognized when the total of actual emissions
paid to, the tax authorities. The tax rates and tax laws applied in
at the Statement of Financial Position date exceeds the number
the computation of the amount are those enacted at the State-
of granted emission rights held. The provision for such a shortfall
ment of Financial Position date.
is based on the fair value of emission rights at the Statement of
Financial Position date. Sales of emission rights are reflected in
Deferred Taxes
gross margin under “Revenue”.
Deferred income tax is provided using the liability method on temporary differences, at the Statement of Financial Position date,
Retirement Benefit Obligation
between the tax basis of assets and liabilities and their carrying
The Company operates several different defined benefit plans in
amounts for financial reporting purposes.
the United Kingdom, Switzerland, Germany, France and Belgium.
The cost of providing benefits under the defined benefit plans is
Deferred tax liabilities are recognized for all taxable temporary dif-
determined separately for each plan using an actuarial valuation.
ferences, except:
––where the deferred tax liability arises from the initial recogni-
The liability recognized in the Consolidated Statement of Financial
tion of goodwill;
Position is the present value of the defined benefit obligation at the
––where the deferred tax liability arises from the initial recogni-
Statement of Financial Position date less the fair value of plan as-
tion of an asset or liability in a transaction that is not a busi-
sets, together with adjustments for unrecognized actuarial gains
ness combination and, at the time of the transaction, affects
or losses and unrecognized past service costs. The present value
neither the accounting profit nor taxable profit or loss; and
Petroplus Holdings AG | Annual Report 2010 | Consolidated Financial Statements
|
81
––in respect of taxable temporary differences associated with
recognized outside of profit and loss (whether in other compre-
investments in subsidiaries, branches, associates and inter-
hensive income or directly in equity), in which case the tax is also
ests in joint ventures, where the timing of the reversal of the
recognized outside profit and loss.
temporary differences can be controlled and it is probable
that the temporary differences will not reverse in the foresee-
Related Party Transactions
able future.
Transactions between the Company and related parties are disclosed in Note 29 “Related Parties”, specifying the nature, types
Deferred tax assets are recognized for all deductible temporary
and details of the transactions and the relationships.
differences and carry-forwards of unused tax credits and unused
tax losses, to the extent that it is probable that taxable profit will
Revenue Recognition
be available against which the deductible temporary differences
Revenue is recognized to the extent that it is probable that the
and the carry-forward of unused tax credits and unused tax loss-
economic benefits will flow to the Company and the revenue can
es can be utilized, except:
be reliably measured. The following specific recognition criteria
––where the deferred tax asset relating to the deductible tem-
must also be met before revenue is recognized:
porary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combina-
Sale of Goods
tion and, at the time of the transaction, affects neither the
Revenue is recognized when the significant risks and rewards of
accounting profit nor taxable profit or loss; and
ownership of the goods have passed to the buyer. Amounts col-
––in respect of deductible temporary differences associated
with investments in subsidiaries, branches, associates and
lected on behalf of third parties such as mineral oil taxes, sales
taxes and value added taxes are not included in revenue.
interests in joint ventures, deferred tax assets are recognized
only to the extent that it is probable that the temporary differ-
Sale of Crude
ences will reverse in the foreseeable future and taxable profit
In certain circumstances the Company enters into transactions for
will be available against which the temporary differences can
the sale of surplus crude oil that cannot be utilized due to oper
be utilized.
ational circumstances or unplanned refinery shutdowns. As these
transactions are incidental to the Company’s main revenue gen-
The carrying amount of deferred tax assets is reviewed at each
erating activities, the results of such transactions are presented
Statement of Financial Position date and reduced to the extent
by netting any income with related expenses arising on the same
that it is no longer probable that sufficient taxable profit will be
transaction. The net amount realized is included in “Materials
available to allow all or part of the deferred tax asset to be utilized.
cost” in the Consolidated Statement of Comprehensive Income.
Unrecognized deferred tax assets are reassessed at each Statement of Financial Position date and are recognized to the extent
Cross Sales and Purchases
that it has become probable that future taxable profit will allow the
A cross sale is a sale to an entity outside of the Company under a
deferred tax asset to be recovered.
cross sale/purchase agreement, where a sale of petroleum products is made on the understanding that a specified quantity of
Deferred tax assets and liabilities are measured at the tax rates
products, including that of a different grade, is bought back. The
that are expected to apply in the year when the asset is realized
purpose of such arrangements is to allow the parties to achieve
or the liability is settled, based on tax rates (and tax laws) that
savings in their distribution costs in the selling of petroleum prod-
have been enacted, or substantively enacted, at the Statement of
ucts. Cross sale and purchase transactions are presented net in
Financial Position date.
“Materials cost” in the Consolidated Statement of Comprehensive
Income.
Deferred tax assets and deferred tax liabilities are offset if a legally
enforceable right to offset exists and the deferred taxes relate to
Interest Income
the same taxable entity and same taxation authority.
Interest income is recognized using the effective interest method which exactly discounts the estimated future cash receipts
Current and Deferred Taxes for the Period
through the expected life of the financial instrument to the net car-
Current and deferred taxes are recognized as an expense or in-
rying amount of the financial asset.
come in profit and loss, except when they relate to items that are
82 | Petroplus Holdings AG | Annual Report 2010 | Consolidated Financial Statements
Segment Reporting
Earnings per Share
The Company has determined that we operate as one segment
The Company presents basic and diluted earnings per share
“Refining”.
(“EPS”) data for its ordinary shares. Basic EPS is calculated by
dividing the profit or loss attributable to ordinary shareholders of
Share-Based Payment Transactions
the Company by the weighted average number of ordinary shares
Employees of the Company, including members of the Executive
outstanding during the period. Diluted EPS is determined by ad-
Committee, and members of the Board of Directors receive com-
justing the profit or loss attributable to ordinary shareholders and
pensation in the form of share-based payments, whereby em-
the weighted average number of ordinary shares outstanding for
ployees render services as consideration for equity instruments
the effects of all potential dilutive ordinary shares, which comprise
(“equity-settled transactions”). Equity-settled transactions are
share options and Restricted Share Units (“RSUs”) granted to em-
share options which can only be settled through the issuance of
ployees and the dilutive effect of the convertible bond.
shares or other equity instruments. Share options which can only
be settled in cash are cash-settled transactions. The Company
Cash Flow Presentation
only has equity-settled transactions.
The Consolidated Statement of Cash Flows is presented using
the indirect method. The activity presented in the Consolidated
The cost of equity-settled transactions is measured by reference
Statement of Cash Flows is divided between operating, investing
to the fair value at the date on which they are granted. The fair val-
and financing activities and includes cash flows from discontinued
ue of share options is determined using the Black-Scholes model,
operations.
further details of which are provided in Note 24 “Share-based
Payments”. In determining the fair value of the share options, the
Receipts relating to interest, dividends received and income taxes
service condition is not taken into account.
and payments relating to interest expense and income taxes are
included within net cash flows from operating activities.
The cost of equity-settled transactions is recognized, together
with a corresponding increase in equity, on a straight-line basis
Net cash flows from acquisitions and disposals of subsidiaries
over the period in which service conditions are fulfilled. At each
and equity participations are included within cash flows from in-
reporting date, based on the Company’s best estimate, the ex-
vesting activities.
pense recognized is adjusted to reflect the actual number of share
options that vest.
Dividend distributions are included within net cash flows from financing activities.
Where an equity-settled award is cancelled, it is treated as if it
had vested on the date of cancellation, and any expense not yet
recognized for the award is recognized immediately. This includes
any award where non-vesting conditions within the control of ei-
Summary of Significant Judgments
and Estimates
ther the entity or the employee are not met. However, if a new
award is substituted for the cancelled award, and designated as a
Use of Estimates
replacement award on the date that it is granted, the new awards
The preparation of Financial Statements in conformity with IFRS
are treated as if they were a modification of the original award.
requires the use of certain critical accounting estimates. It also re-
All cancellations of equity-settled transaction awards are treated
quires management to exercise its judgment in the process of ap-
equally.
plying the Company’s accounting policies. The Company makes
estimates and assumptions concerning the future. The resulting
If an equity-settled award is repurchased during the vesting
accounting will not necessarily equal the actual results. The
period for fully vested equity instruments, the payment is treated
areas involving a higher degree of judgment or complexity, or
as a deduction from equity, except to the extent that the payment
areas where assumptions and estimates are significant to the
exceeds the fair value of the equity instrument granted, measured
Consolidated Financial Statements are discussed below.
at the repurchase date. Such excess is recognized as an expense
in the Consolidated Statement of Comprehensive Income in the
Judgments
line item “Personnel expenses”.
In the process of applying the Company’s accounting policies,
management has made the following judgments, apart from those
involving estimates, which have the most significant impact on the
amounts recognized in the consolidated financial information:
Petroplus Holdings AG | Annual Report 2010 | Consolidated Financial Statements
|
83
Finance Lease Commitments – The Company has a contract
Valuation of Costs in Determining FIFO Inventory – In determining
with a third party to provide hydrogen to its Cressier refinery; in
the costs of our crude oil and refined petroleum products in inven-
the course of evaluating that contract under IFRIC 4 (Interna-
tory, management must make certain assumptions and estimates
tional Financial Reporting Interpretations Committee) Determin-
in order to develop the production cost of our refined petroleum
ing whether an arrangement contains a lease, the Company has
products. While crude and feedstock oil valuation is directly attrib-
determined the contract to be a finance lease.
uted to relevant purchase contracts and freight costs, the value of
the refined products cost is built up by identifying the appropriate
Forward Purchase and Sale Commitments – The Company en-
crude and feedstock cost. Additional factors considered include
ters into physical forward sales and purchase contracts for crude
charge and yield of the refinery, average product prices to guide
oil procurement to deliver refined products to distributors and end
allocation of cost of crude and feedstock processed and the rel-
customers. The Company has determined that these contracts
evant operating and fixed overheads for the stated month of pro-
do not meet the criteria of a derivative financial instrument ac-
duction. Whenever net realizable value (“NRV”) is lower than FIFO
cording to IAS 39 Financial Instruments: Recognition and Mea-
cost, the NRV is considered for valuation purposes. Management
surement. This is due to management’s determination that the
periodically reassesses its assumptions and estimates, and judg-
function of the activities is to supply crude oil to the refineries and
ment is required when determining the assumptions. Changes to
to deliver refined products to distributors and end customers.
these assumptions and estimates can significantly affect the outcome of the value of the oil products. The related carrying amount
Impairment of Assets – In accordance with IAS 36 Impairment of
as of December 31, 2010 is disclosed in Note 11 “Inventories”.
Assets, at each Statement of Financial Position date, the Company performs an assessment to determine whether there are any
Environmental Costs – We provide for costs associated with
indications of impairment. If indications of impairment exist, an
environmental remediation obligations when the Company has
impairment test is performed to assess the recoverable amount
a present obligation and the provision can be reasonably esti-
of the assets.
mated. Such provisions are adjusted as further information develops or circumstances change. The related carrying amount as of
Deferred Tax Assets – Deferred tax assets are recognized to the
December 31, 2010 is disclosed in Note 19 “Provisions”.
extent that it is probable that there will be future taxable income
against which the temporary differences can be utilized. The valuation of future taxable income depends on assumptions that can
change through time, with the possibility of significant differences
New and Amended Standards Adopted by the
Company
in management’s final valuation of deferred income tax. Judgment
is required when determining the key assumptions used in the as-
The Company has adopted the following relevant new, revised
sessment and changes to the assumptions can significantly affect
and amended IFRSs as of January 1, 2010:
the outcome of the assessment.
IFRS 2 (Amended) Group cash-settled and share-based payment
Estimates
transactions – The amendments are effective for annual periods
The key assumptions concerning the future and other key sources
beginning on or after January 1, 2010. IFRS 2 has been amended
of estimation uncertainty at the Statement of Financial Position
to clarify the accounting for group cash-settled share-based pay-
date, that have a significant risk of causing a material adjustment
ment transactions, where a subsidiary receives goods or services
to the carrying amounts of assets and liabilities within the next
from employees or suppliers but the parent or another entity in the
financial year are disclosed below:
group pays for those goods or services. The amendments clarify
that the scope of IFRS 2 includes such transactions. The amend-
Useful Lives of Property, Plant and Equipment – PP&E is depreci-
ment incorporates the guidance from IFRIC 8 Scope of IFRS 2
ated on a straight-line basis over the estimated useful lives of the
and IFRIC 11 Group and Treasury Share Transactions and hence
assets. The useful lives are estimated by management at the time
both IFRIC 8 and IFRIC 11 have been withdrawn. As the Company
the assets are acquired and are reassessed annually, with the
currently does not have any cash-settled share-based payment
estimated useful lives being based on historical experience with
transactions, this amended standard has no impact on the Com-
similar assets, market conditions and future anticipated events.
pany’s Consolidated Financial Statements.
The actual useful life might be different from the estimated useful life. The related carrying amount as of December 31, 2010 is
disclosed in Note 14 “Property, Plant & Equipment”.
84 | Petroplus Holdings AG | Annual Report 2010 | Consolidated Financial Statements
IFRS 3 (Revised) Business Combinations – The revised standard
IFRIC 18 Transfers of Assets from Customers – This IFRIC is ef-
is effective for annual periods beginning on or after July 1, 2009.
fective for annual periods beginning on or after July 1, 2009. This
The revised standard introduces several changes such as the
interpretation provides guidance on how to account for items of
choice to measure the non-controlling interest in the acquiree ei-
property, plant and equipment received from customers or cash
ther at fair value or at its proportionate interest in the acquiree’s
that is received and used to acquire or construct specific assets
net assets, the re-measurement of previously held interests to fair
in return for connection to a network or ongoing access to goods
value at the date of the subsequent acquisition and including this
or services. The interpretation requires an entity to initially deter-
value in calculating goodwill, the measurement of contingent con-
mine whether the transferred item meets the definition of an asset
siderations at fair value at the date of acquisition as well as the
as set out in the Framework. A key element in the definition is
expense of all acquisition-related costs. The changes from IFRS 3
whether the entity has control of the item. Additionally, the inter-
(revised) will affect future acquisitions, but will have no impact on
pretation requires the transferred assets to be recognized initially
the current Consolidated Financial Statements of the Company.
at fair value and the related revenue to be recognized immediately.
This interpretation has no impact on the Company’s Consolidated
IAS 27 (Amended) Consolidated and Separate Financial State-
Financial Statements.
ments – According to the amended standard, effective July 1,
2009, changes in the ownership of a non-controlling interest
Amendments resulting from annual improvements to IFRS do not
that do not result in a loss of control shall be accounted for as
have a material impact on the Company’s Consolidated Financial
an equity transaction. Upon loss of control of a subsidiary, any
Statements.
retained interest is re-measured to fair value and a gain or loss
is recognized in profit and loss. The standard also clarifies that
losses incurred by the subsidiary are allocated between control-
Early Adoption of Standards and Interpretations
ling and non-controlling interests even if the losses exceed the
non-controlling equity investment in the subsidiary. The revised
The Company has early adopted the following standard:
standard has no impact on the Consolidated Financial Statements of the Company.
IAS 32 (Amended) Financial Instruments: Presentation – In 2009,
the International Accounting Standards Board (IASB) issued
IAS 39 (Amended) Financial Instruments: Recognition and Mea-
“Classification of Rights Issues – an amendment to IAS 32”, be-
surement – Eligible Hedged Items – The amended standard is
coming effective for annual periods beginning on or after Febru-
effective for annual periods beginning on or after July 1, 2009.
ary 1, 2010, with early application permitted. The amendment ad-
The amended standard addresses the designation of a one-sided
dresses the accounting for rights issues that are denominated in
risk in a hedged item, and the designation of inflation as a hedged
a currency other than the functional currency of the issuer. Previ-
risk or portion in particular situations. It clarifies that an entity
ously, such rights issues were accounted for as a derivative trans-
is permitted to designate a portion of the fair value changes or
action. The amendment requires that, provided certain conditions
cash flow variability of a financial instrument as a hedged item.
are met, such rights issues are classified as equity regardless
The amendment has no impact on the financial position or perfor-
of the currency in which the exercise price is denominated. The
mance of the Company as the Company currently does not enter
Company has early adopted the amendment and have appro-
into such hedges.
priately classified the September 2009 rights issue as an equity
transaction.
IFRIC 17 Distributions of non-cash assets to owners – This IFRIC
is effective for annual periods beginning on or after July 1, 2009.
This interpretation provides guidance on accounting for arrangements whereby an entity distributes non-cash assets to shareholders either as a distribution of reserves or as dividends. IFRS
Standards, Amendments and Interpretations to
Existing Standards that are not yet Effective and
have not been Early Adopted by the Company
5 Non-current Assets Held for Sale and Discontinued Operations
has also been amended to require that assets are classified as
At the date of authorization of these Consolidated Financial State-
held for distribution only when they are available for distribution
ments, other than the Standards and Interpretations adopted by
in their present condition and the distribution is highly probable.
the Company, the following amended Standards and new Inter-
This interpretation does not have an impact on the Company’s
pretations, which could have an impact on the Company, were
Consolidated Financial Statements.
issued but are not yet effective:
Petroplus Holdings AG | Annual Report 2010 | Consolidated Financial Statements
IFRS 9 Financial Instruments – The new standard is effective for
|
85
3 Revenue and Materials Cost
annual periods beginning on or after January 1, 2013. IFRS 9 is
the wider project to replace IAS 39. IFRS 9 retains but simplifies
Revenue
the mixed measurement model and establishes two primary measurement categories for financial assets: amortized cost and fair
(in millions of USD)
value. The basis of classification depends on the entity’s business
Sale of products
model and the contractual cash flow characteristics of the financial asset. The Company intends to apply IFRS 9 at January 1,
2013. This revised Standard is not expected to have a significant
impact on the Company’s Consolidated Financial Statements.
2010
2009
20,626.7
14,714.8
Sale of biofuel certificates
44.5
51.3
Sale of CO2 emission rights
36.8
–
Tank rental
8.9
17.0
Compulsory stock storage
4.5
3.6
Handling fee
IFRIC 14 (Amended) IAS 19 The Limit on Defined Benefit Assets,
Other
Minimum Funding Requirements and their Interaction – The
Total revenue
1.4
1.3
12.2
9.8
20,735.0
14,797.8
amendment is effective for annual periods beginning on or after
January 1, 2011. This amendment removes unintended consequences arising from the treatment of prepayments where there
Revenue represents the revenues earned from the sale of re-
is a minimum funding requirement. The amendment results in pre-
fined products and other revenues from sale of biofuel cer-
payments of contributions in certain circumstances being recog-
tificates at the French refineries, sale of CO2 emission rights,
nized as an asset rather than an expense. The Company intends
tank rental, compulsory stock storage and handling fees. The
to adopt IFRIC 14 (amended) at January 1, 2011. This amended
increase in revenue is mainly attributable to higher refined pe-
standard is not expected to have a material impact on the Com-
troleum product prices and increased volumes sold during
pany’s Consolidated Financial Statements.
2010 compared to the same period in 2009.
IFRIC 19 Extinguishing financial liabilities with equity instruments
Excise duties are not included in revenues but they are levied
(“debt for equity swaps”) – The new interpretation is effective for
on part of the revenues. The excise duties invoiced during the
annual periods beginning on or after July 1, 2010. IFRIC 19 clari-
year 2010 amounted to USD 4.3 billion (2009: USD 4.3 billion).
fies the accounting when an entity renegotiates the terms of its
debt with the result that the liability is extinguished by the debtor
Materials Cost
issuing its own equity instruments to the creditor (referred to as
Materials cost represents the cost to purchase crude oil and
a “debt for equity swap”). These equity instruments issued are
gains and losses on commodity instruments. Materials cost
measured at their fair value and any gain or loss is recognized im-
included a gain of USD 21.9 million for the year ended De-
mediately in profit and loss. The Company intends to adopt IFRIC
cember 31, 2010 (2009: loss of USD 5.7 million) related to our
19 at January 1, 2011. This new interpretation is not expected to
commodity price management program.
have a material impact on the Company’s Consolidated Financial
Statements.
Included in “Materials cost” are sales of crude oil. These sales
are executed to avoid failures of timely deliveries, delivery
Amendments resulting from annual improvements to IFRS that
shortages of crude oil, and, at times, are a result of operational
are not yet applicable are not expected to have a material impact
optimization decisions. These sales occur mainly with refiner-
on the Company’s Consolidated Financial Statements.
ies that are dependent on crude oil supply by vessels. The
related primary crude oil purchase is sold at the current market
In the Company’s view, other issued amendments to the account-
price. The crude oil sales revenue offset against materials cost
ing standards and interpretations that are not yet applicable do
in 2010 is USD 304.0 million (2009: USD 109.5 million).
not have a material impact on the accounting policies, financial
position or performance of the Group.
86 | Petroplus Holdings AG | Annual Report 2010 | Consolidated Financial Statements
4 Segment Information
We have one reportable operating segment, refining. Our
refining segment includes refining and wholesale marketing
Segment information is presented with respect to the Com
operations. Petroplus is an independent refining company with
pany’s operating segment, together with selected geographical
no other operating activities. As such, we manage operations
and other information.
on a consolidated basis. Additionally, the Company does not
generate financial information down to the net income level for
its refineries.
Segment results, assets and liabilities include items directly at
tributable to a segment as well as those that can be allocated
on a reasonable basis.
Operating Segment
Refining
(in millions of USD)
Total Continuing Operations
Discontinued Operations
Total Company
2010
2009
2010
2009
2010
2009
2010
2009
Total external revenue
20,735.0
14,797.8
20,735.0
14,797.8
12.2
1,413.1
20,747.2
16,210.9
Total revenue
20,735.0
14,797.8
20,735.0
14,797.8
12.2
1,413.1
20,747.2
16,210.9
155.4
65.3
155.4
65.3
(0.8)
(165.3)
154.6
(100.0)
3.1
2.6
–
0.2
3.1
2.8
(189.6)
(167.2)
–
(0.3)
(189.6)
(167.5)
(2.2)
2.5
–
–
(2.2)
2.5
8.5
(1.6)
–
–
8.5
(1.6)
(82.1)
(10.4)
(0.3)
24.3
(82.4)
13.9
–
–
(4.3)
–
(4.3)
–
(106.9)
(108.8)
(5.4)
(141.1)
(112.3)
(249.9)
Operating profit/(loss)
Financial income
Financial expenses
Foreign currency
exchange (loss)/gain
Share of income/(loss)
from associates
Income tax (expense)/
benefit
Loss on sale of
discontinued operations,
net of income tax
Net loss
Segment assets
Investments in associates
Total assets
6,755.0
6,568.9
6,755.0
6,568.9
–
88.2
6,755.0
6,657.1
14.6
21.2
14.6
21.2
–
–
14.6
21.2
6,769.6
6,590.1
6,769.6
6,590.1
–
88.2
6,769.6
6,678.3
Segment liabilities
4,765.7
4,659.7
4,765.7
4,659.7
–
30.6
4,765.7
4,690.3
Total liabilities
4,765.7
4,659.7
4,765.7
4,659.7
–
30.6
4,765.7
4,690.3
Other information
Capital expenditures
226.7
342.3
226.7
342.3
0.2
5.4
226.9
347.7
Depreciation
(309.5)
(252.5)
(309.5)
(252.5)
–
(18.6)
(309.5)
(271.1)
Amortization
(21.1)
(23.0)
(21.1)
(23.0)
–
(0.6)
(21.1)
(23.6)
Impairment
(8.2)
(6.6)
(8.2)
(6.6)
(0.6)
(125.3)
(8.8)
(131.9)
Petroplus Holdings AG | Annual Report 2010 | Consolidated Financial Statements
|
87
Geographical Information
The following table provides details of total external revenues by geographic market area for the years ended December 31, 2010
and 2009 and the non-current assets by location as of December 31, 2010 and 2009.
The revenue information is based on the location of the customer. Non-current assets for this purpose consist of property, plant
and equipment and intangible assets:
External revenue 1)
(in millions of USD)
Non-current assets 1)
2010
2009
2010
2009
7,207.5
4,342.0
1,393.8
1,506.4
France
4,709.3
3,492.4
466.7
445.7
Switzerland
3,768.6
2,502.1
329.6
335.4
Germany
2,594.9
2,656.6
674.1
695.2
770.9
585.3
632.6
639.7
The Netherlands
523.7
302.0
–
–
Rest of the world
1,160.1
917.4
–
–
20,735.0
14,797.8
3,496.8
3,622.4
United Kingdom
Belgium
Total
1)
Excludes external revenue relating to the Antwerp Processing facility and the Teesside refining operations and non-current assets relating to the Antwerp
Processing facility.
Major Customers
The following table provides information about major customers. The total sales to each customer are compared with total sales
from continuing operations of USD 20,735.0 million (2009: USD 14,797.8 million). If the Company sells products to different cus
tomers that form a group of companies, these sales are shown as sales to one customer.
2010
(in millions of USD)
2009
Sales
in % of total sales
Sales
in % of total sales
Customer 1
4,972.6
24.0 %
4,213.3
28.5 %
Customer 2
1,415.4
6.8 %
1,216.3
8.2 %
6,388.0
30.8 %
5,429.6
36.7 %
Total
5 Additional Statement of Comprehensive Income Disclosures
Personnel expenses
(in millions of USD)
2010
2009
(232.8)
(228.9)
Social security and pension expenses
(82.9)
(80.9)
Contract labor
(15.9)
(12.4)
Wages, salaries and bonuses
Expense of share-based payments
(5.0)
(6.1)
Other personnel expenses 1)
(15.3)
(22.8)
Total personnel expenses
(351.9)
(351.1)
1)
Other personnel expenses include mainly recruitment, education and health and staff insurance expenses.
88 | Petroplus Holdings AG | Annual Report 2010 | Consolidated Financial Statements
Operating expenses
(in millions of USD)
2010
2009
Maintenance
(145.1)
(162.6)
Energy expenses
(115.6)
(104.0)
Chemical expenses
(65.2)
(57.4)
Other selling, general and administrative expenses
(91.1)
(102.3)
Utilities
Safety, health and environmental costs
Total operating expenses
(0.7)
(0.4)
(22.1)
(24.5)
(439.8)
(451.2)
Other administrative expenses
(in millions of USD)
2010
2009
Consultancy fees
(13.0)
(17.0)
Information technology
(11.4)
(16.3)
Insurance
(9.0)
(10.8)
Travel and accommodation
(4.2)
(4.2)
Other 1)
(5.1)
(7.4)
(42.7)
(55.7)
Total other administrative expenses
1)
Other includes leasing, postage and telecom, printing and office supplies, canteen, public relations, property and other indirect taxes and other miscel
laneous administrative expenses.
Financial income
(in millions of USD)
2010
Interest income
0.6
2009
0.4
Other financial income
2.5
2.2
Total financial income
3.1
2.6
Financial expenses
(in millions of USD)
2010
2009
(137.2)
(116.0)
Refinancing costs and bond accretion
(13.3)
(25.4)
Letter of credit expense
(26.9)
(14.1)
Bank and commission fees
(12.1)
(9.3)
Interest expense
Other financial expenses
Total financial expenses
(0.1)
(2.4)
(189.6)
(167.2)
Petroplus Holdings AG | Annual Report 2010 | Consolidated Financial Statements
|
89
6 Taxes
Current Tax
The major components of income tax expense for the years ended December 31, 2010 and 2009 are as follows:
(in millions of USD)
2010
2009
Current income tax charge
(2.0)
(10.7)
Charges in respect to current tax of previous years
(0.7)
(5.7)
(80.7)
5.3
Consolidated Statement of Comprehensive Income
Current income tax
Deferred income tax
Related to origin and reversal of temporary differences
Related to changes in tax rates
1.3
0.7
(82.1)
(10.4)
Total income tax recognized in other comprehensive income
–
12.0
Total income tax recognized in equity
–
–
Total income tax expense from continuing operations
Aggregate current and deferred tax relating to items charged or credited to equity
The reconciliations between the actual tax charge and the expected tax charge for the years ended December 31, 2010 and
2009 are as follows:
(in millions of USD)
Total loss from continuing operations before income taxes
Expected tax benefit at head office rate (2010: 10 %; 2009: 10 %)
Income taxed at different rates
Foreign currency impact
2010
2009
(24.8)
(98.4)
2.5
9.8
19.9
41.8
(55.9)
(27.5)
Tax effect of expenses not deductible in determining taxable profit
(9.5)
(20.4)
Tax effect of non-taxable income
10.2
17.3
1.3
0.7
(1.4)
(1.5)
Change in tax rate
Adjustment in respect of prior periods
Utilization of tax losses not previously recognized
4.1
2.4
Unrecognized deferred tax assets relating to current year
(18.1)
(32.5)
Deferred tax expense arising from the write-down of previously
(35.2)
–
recognized deferred tax assets
Other
Income tax expense from continuing operations
–
(0.5)
(82.1)
(10.4)
90 | Petroplus Holdings AG | Annual Report 2010 | Consolidated Financial Statements
Deferred Tax
Deferred tax at December 31, 2010 and 2009 relates to the following:
(in millions of USD)
2010
2009
Deferred tax assets
Temporary differences:
Intangible assets
4.6
4.5
Trade and other receivables
4.2
6.6
Retirement benefit obligation
37.0
39.7
Other assets
10.0
12.0
46.0
78.9
101.8
141.7
366.0
351.3
15.9
20.7
Derivative financial instruments
2.3
12.2
Inventories
3.7
4.4
Tax losses and tax credits available for offset against future taxable income
Total deferred tax assets
Deferred tax liabilities
Temporary differences:
Property, plant and equipment
Intangible assets
Trade and other payables
10.0
4.4
Provisions and other liabilities
86.8
51.3
Total deferred tax liabilities
Deferred tax liabilities, net
484.7
444.3
(382.9)
(302.6)
Presented in the Consolidated Statement of Financial Position as:
Deferred tax assets
13.7
40.0
Deferred tax liabilities
(396.6)
(342.6)
Deferred tax liabilities, net
(382.9)
(302.6)
Tax Losses Carried Forward
(in millions of USD)
The deferred tax assets on the loss carry forwards which have
Unrecognized tax losses expiry
been recognized as of December 31, 2010 relate to Switzer
land, Germany and Belgium. The realization of tax assets is
dependent upon the generation of future taxable income dur
ing the periods in which those temporary differences become
From 4 to 7 years
Never expire
Tax losses on which no deferred tax assets were recognized
Others
From 7 to 9 years
From 3 to 6 years
Never expire
Total unrecognized tax losses
Dividend Distributions
Any intragroup dividend distributions would have no or limited
tax consequences to the Company due to the expected ap
plication of relevant European Union Directives, Double Tax
Treaties and participation exemption rules.
743.1
309.5
0.9
78.2
83.1
75.9
34.1
3.3
Belgium
The Netherlands
to the right.
2009
Switzerland
deductible or in which tax losses can be utilized.
as their utilization is not probable, are described in the table
2010
5.5
0.8
866.7
467.7
Petroplus Holdings AG | Annual Report 2010 | Consolidated Financial Statements
7 Discontinued Operations
|
91
As a result of the suspension of the Teesside refinery oper
ations in 2009, an impairment test was performed on the fixed
Disposal of the Antwerp Processing Facility
asset value in 2009 based on value in use by using a discount
On October 23, 2009, the Company, through certain of its
factor of 8 %. As the estimated recoverable amount deter
subsidiaries, entered into a definitive agreement with Eurotank
mined under value in use was less than the net book value,
Belgium B.V., a wholly-owned subsidiary of Vitol Tank Termi
an impairment charge of USD 110.0 million was recorded. Re
nals International B.V., part of the Vitol Group of companies
lated to the transition, the Company recognized a provision of
(“Vitol”), for the sale of Petroplus Refining Antwerp N.V. and
USD 19.0 million for expected restructuring costs, including
Petroplus Refining Antwerp Bitumen N.V. (the “Antwerp Pro
contract termination costs, consulting fees, employee termi
cessing facility”). The disposal of the Antwerp Processing facil
nation benefits and related incremental costs. The results of
ity is consistent with the Company’s long-term policy to focus
the Teesside refining and marketing operations were included
on its core refining business. The gross sales price for the net
in the line item “Discontinued operations” in our Consolidated
asset value of the facility, excluding hydrocarbon inventory,
Statement of Comprehensive Income for the year ended De
was USD 25.0 million in cash. The disposal was completed
cember 31, 2009.
on January 12, 2010, on which date control of the Antwerp
Processing facility passed over to the acquirer for total cash
Analysis of Loss for the Year from Discontinued Operations
consideration of USD 56.3 million. Details of the assets and li
The combined results of the discontinued operations (i.e. Ant
abilities disposed of and the calculation of the loss on disposal
werp Processing facility and Teesside refining operations) are
are disclosed in Note 8 “Disposal of the Antwerp Processing
set forth on the next page.
Facility”. Total loss from discontinued operations in 2010
related to the Antwerp Processing facility amounted to USD
4.7 million.
During 2009, the Company recorded an impairment loss of
USD 15.0 million to reflect the fair value of the facility which
was included within discontinued operations in the line item
“Depreciation, amortization and impairment” for the year end
ed December 31, 2009. The related income tax impact was
a USD 2.0 million tax benefit. The results of the Antwerp Pro
cessing facility, including selling costs of USD 4.5 million, have
been included in the line item “Discontinued operations” in our
Consolidated Statement of Comprehensive Income for the
year ended December 31, 2009. As at December 31, 2009,
the Antwerp Processing facility was classified as a disposal
group held for sale. The major classes of assets and liabilities
classified as held for sale are disclosed in Note 9 “Net Assets
Held for Sale”.
Suspension of the Teesside Refinery Operations
In November 2009, the Company suspended the Teesside re
fining operations due to the unfavorable market environment
and capital expenditures required to maintain refinery oper
ations. During 2010, the site was converted into a marketing and
storage facility. In addition to the charges recorded in 2009,
additional transition costs of USD 0.7 million were recorded
in the line item “Discontinued operations” in our Consolidated
Statement of Comprehensive Income for the year ended 2010.
Further details regarding restructuring expenses are disclosed
in Note 19 “Provisions”.
92 | Petroplus Holdings AG | Annual Report 2010 | Consolidated Financial Statements
The loss for the year from discontinued operations is analyzed
as follows:
(in millions of USD)
2010
2009
8 Disposal of the Antwerp
Processing Facility
On January 12, 2010, the Company disposed of the Antwerp
Loss from discontinued
Processing facility. Cash proceeds of USD 56.3 million were
operations
received during 2010.
Revenue
12.2
1,413.1
Materials cost
(10.3)
(1,311.7)
Gross margin
1.9
101.4
(0.3)
(35.5)
(in millions of USD)
Consideration received in cash
56.3
Total consideration
56.3
Personnel expenses
Operating expenses
(1.3)
(61.1)
Depreciation, amortization and
(0.6)
(144.5)
(0.1)
(19.0)
Consideration:
2010
impairment
Restructuring expenses
Other administrative expenses
(0.4)
(6.6)
Operating loss
(0.8)
(165.3)
Financial income
–
0.2
Financial expenses
–
(0.3)
Loss before income taxes
(0.8)
(165.4)
Income tax (expense)/benefit
(0.3)
24.3
Results from discontinued
(1.1)
(141.1)
operations
Loss on disposal of discontinued
(4.3)
–
(5.4)
(141.1)
Effect of disposal on the financial position of the Group as per
January 12, 2010:
(in millions of USD)
Cash
Other receivables and prepayments
Inventories
2010
0.1
2.6
31.9
Property, plant and equipment
41.8
Other financial assets
13.3
Total assets disposed of
89.7
operations
Total loss from discontinued
operations
(in USD)
2010
2009
Other payables and accrued expenses
(0.2)
Retirement benefit obligation
(8.3)
Provisions
(5.5)
Other financial liabilities
Total liabilities disposed of
Earnings per share from
(15.3)
Current tax liabilities
(0.6)
(29.9)
discontinued operations
Earnings per share – basic
(0.06)
(1.81)
Earnings per share – diluted
(0.06)
(1.81)
Net assets disposed of
59.8
Loss on disposal of Antwerp Processing facility:
The net cash flows from discontinued operations are as fol
lows:
(in millions of USD)
2010
Consideration
56.3
2010
2009
Net assets disposed of
Cash flows from operating activities
(25.2)
19.5
Loss on disposal
(3.5)
Cash flows from investing activities
56.1
Cumulative exchange differences
(0.8)
Cash flows from financing activities
–
–
30.9
9.0
(in millions of USD)
Net cash flows
1)
Includes USD 0.2 million for capital expenditures.
1)
(10.5)
(59.8)
reclassified from equity
Total loss on disposal of
(4.3)
Antwerp Processing facility
The loss on disposal amounting to USD 4.3 million is included
in the line item “Discontinued operations” in our Consolidated
Statement of Comprehensive Income for the year ended
December 31, 2010. Further details are disclosed in Note 7
“Discontinued Operations”.
Petroplus Holdings AG | Annual Report 2010 | Consolidated Financial Statements
|
93
Net cash inflow on disposal of the Antwerp Processing facility:
10 Cash and Short-Term Deposits
(in millions of USD)
2010
Cash and short-term deposits for the years ended December
Consideration received in cash
56.3
31, 2010 and 2009 are as follows:
Less: Cash balances disposed of
(0.1)
Net cash inflow
56.2
(in millions of USD)
Cash
Short-term deposits
Total cash and short-term deposits
9 Net Assets Held for Sale
2010
2009
111.7
10.5
67.3
0.7
179.0
11.2
During 2009, the Company, through certain of its subsidiaries,
Cash held at banks earns interest at floating rates based on
entered into a definitive agreement with Eurotank Belgium B.V.,
bank deposit rates. Short-term deposits are made for vary
a wholly-owned subsidiary of the Vitol Group of Companies,
ing periods between one day and three months depending on
for the sale of its Antwerp Processing facility. The sale was
the immediate cash requirements of the Company. Interest is
completed on January 12, 2010.
earned at the respective short-term deposit rates. See Note
28 “Financial Instruments” for the fair value of cash and short-
The major classes of assets and liabilities of the Antwerp Pro
term deposits.
cessing facility were classified as held for sale as of December
31, 2009:
Of the total amount included in cash and short-term deposits
at December 31, 2010, USD 166.7 million was pledged under
(in millions of USD)
2009
Cash
0.1
Other receivables and prepayments
2.6
Inventories
34.0
Property, plant and equipment
41.6
Other financial assets
9.9
the Company’s borrowing agreements (2009: USD nil).
Cash and short-term deposits are composed of the following
currencies:
(in millions of USD)
2010
2009
USD
123.1
4.5
EUR
33.6
4.8
(16.0)
GBP
16.0
0.1
Current tax liabilities
(0.2)
CZK
4.1
1.4
Retirement benefit obligation
(8.3)
CHF
2.2
0.4
Provisions
(5.5)
Total cash and short-term deposits
179.0
11.2
Other financial liabilities
(0.6)
Total assets classified as held for sale
Other payables and accrued expenses
Total liabilities classified as held for sale
Net assets held for sale
88.2
(30.6)
11 Inventories
57.6
There were no write-downs for obsolete or slow-moving items
related to raw materials and finished goods in 2010 and 2009.
Of the total amount included in inventories at December 31,
2010, USD 1,322.8 million (2009: USD 1,213.1 million) was
pledged as security for the Company’s credit facilities.
(in millions of USD)
2010
2009
Crude oil
717.6
825.5
Finished goods & feedstock
933.4
808.1
Other materials
Total inventories
56.9
50.9
1,707.9
1,684.5
94 | Petroplus Holdings AG | Annual Report 2010 | Consolidated Financial Statements
12 Trade and Other Receivables
Trade receivables
(in millions of USD)
Trade receivables
Provision for doubtful debt
Total trade receivables, net
Individually
impaired
(in millions of USD)
2010
2009
1,154.8
1,052.2
(0.1)
(0.8)
1,154.7
1,051.4
Trade receivables are non-interest-bearing and are generally
Balance at January 1, 2009
(1.2)
Charge for the year
(0.4)
Utilized
0.1
Unused amount reversed
0.7
Balance at December 31, 2009
(0.8)
Charge for the year
(0.1)
Utilized
0.3
Unused amount reversed
0.5
Balance at December 31, 2010
(0.1)
on 5 to 35 day terms.
At December 31, the aging analysis of trade receivables is as
Of the total amount included in trade receivables at December
follows:
31, 2010, USD 1,004.0 million (2009: USD 962.6 million) was
pledged as security for the Company’s credit facilities.
(in millions of USD)
2010
2009
1,133.9
1,025.4
17.5
23.0
ed an uncommitted factoring agreement of up to approximate
between 31 and 60 days
0.3
0.1
ly USD 250 million resulting in the sale of some of the Com
between 61 and 90 days
0.2
1.1
pany’s oil major receivables (the “Factoring Agreement”). The
Neither past due nor impaired
On June 8, 2009, one of the Company’s subsidiaries conclud
Past due
less than 30 days
Factoring Agreement
between 91 and 180 days
2.4
1.0
Factoring Agreement is available, subject to certain oil major
between 181 and 360 days
0.4
0.8
receivables being eligible for sale. The eligible receivables are
–
–
sold at their nominal value less the bank’s funding rate plus a
1,154.7
1,051.4
margin below that of the RCF. As of December 31, 2010, the
more than 360 days
Total trade receivables, net
Company utilized USD 178.7 million against this facility.
At December 31, trade receivables are composed of the fol
Other Receivables and Prepayments
lowing currencies:
(in millions of USD)
(in millions of USD)
1.2
30.6
31.6
103.6
Other receivables and prepayments
77.9
67.0
222.0
198.0
Total other receivables
109.3
99.8
79.7
73.2
EUR
623.6
632.8
USD
222.4
GBP
CHF
CZK
Total trade receivables, net
2009
Taxes other than income taxes
2009
7.0
43.8
1,154.7
1,051.4
Receivables from associates
2010
0.8
2010
and prepayments
Other receivables and prepayments consist mainly of receiv
ables in connection with compulsory stock obligations in the
At December 31, 2010, trade receivables at a nominal value of
amount of USD 30.8 million (2009: USD 26.5 million), prepaid
USD 0.1 million (2009: USD 0.8 million) were impaired and fully
biotax allowances of USD 9.7 million and prepaid insurance of
provided for. The movements in the provision for impairment of
USD 4.0 million.
receivables were as follows:
Petroplus Holdings AG | Annual Report 2010 | Consolidated Financial Statements
|
95
13 Intangible Assets
Changes in intangible assets for the years ended December 31, 2010 and 2009 were as follows:
Notes
Software
Leasehold
Other intangible
assets
Intangible assets
under construction
Total
52.0
26.8
54.1
5.8
138.7
–
–
–
1.9
1.9
(0.8)
(in millions of USD)
Cost
Balance at January 1, 2009
Additions
Disposals
Reclassification
Balance at December 31, 2009
Additions
Reclassification
Balance at December 31, 2010
–
–
(0.8)
–
8.4
–
7.7
(6.6)
9.5
60.4
26.8
61.0
1.1
149.3
0.1
–
0.2
4.9
5.2
1.8
–
4.4
(5.3)
0.9
62.3
26.8
65.6
0.7
155.4
Accumulated amortization
Balance at January 1, 2009
10.8
1.3
13.2
–
25.3
Amortization – continued
15.1
0.7
7.2
–
23.0
Amortization – discontinued 1)
Disposals
7
0.6
–
–
–
0.6
–
–
(0.2)
–
(0.2)
Reclassification
(1.8)
–
3.1
–
1.3
Balance at December 31, 2009
24.7
2.0
23.3
–
50.0
Amortization – continued
17.9
0.7
2.5
–
21.1
0.4
–
2.6
–
3.0
43.0
2.7
28.4
–
74.1
41.2
25.5
40.9
5.8
113.4
Reclassification
Balance at December 31, 2010
Net carrying amount at
January 1, 2009
December 31, 2009
35.7
24.8
37.7
1.1
99.3
December 31, 2010
19.3
24.1
37.2
0.7
81.3
1)
Attributable to the Teesside refining operations.
96 | Petroplus Holdings AG | Annual Report 2010 | Consolidated Financial Statements
14 Property, Plant and Equipment
Changes in property, plant and equipment for the years ended December 31, 2010 and 2009 were as follows:
Notes
Land & Buildings
Machinery &
Equipment
Other
assets
Assets under
construction
Total
453.3
3,541.2
26.9
225.8
4,247.2
(16.5)
(12.8)
–
–
(29.3)
345.8
(in millions of USD)
Cost
Balance at January 1, 2009
Final purchase price allocation
31
and reclassification adjustment
Additions
–
–
2.0
343.8
Disposals
–
(19.4)
(1.9)
–
(21.3)
21.5
268.0
15.8
(343.9)
(38.6)
Reclassification
Classified as held for sale 1)
9
Balance at December 31, 2009
(4.1)
(151.4)
(1.3)
(5.2)
(162.0)
454.2
3,625.6
41.5
220.5
4,341.8
Additions
–
–
0.3
221.4
221.7
Disposals
(0.4)
(200.8)
(0.1)
(1.8)
(203.1)
Reclassification
Balance at December 31, 2010
10.7
284.5
3.9
(296.9)
2.2
464.5
3,709.3
45.6
143.2
4,362.6
12.6
559.0
14.8
–
586.4
4.2
243.9
4.4
–
252.5
0.3
18.1
0.2
–
18.6
4.1
2.5
–
–
6.6
–
125.3
–
–
125.3
–
(18.0)
(1.1)
–
(19.1)
2.2
(33.1)
(0.3)
–
(31.2)
(0.8)
(118.6)
(1.0)
–
(120.4)
22.6
779.1
17.0
–
818.7
5.4
300.1
4.0
–
309.5
2.2
6.0
–
–
8.2
–
0.6
–
–
0.6
(199.3)
Accumulated depreciation
Balance at January 1, 2009
Depreciation – continued
Depreciation – discontinued 2)
7
Impairment – continued
Impairment – discontinued
2)
7
Disposals
Reclassification
Classified as held for sale 1)
9
Balance at December 31, 2009
Depreciation – continued
Impairment – continued
Impairment – discontinued 2)
Disposals
7
–
(199.3)
–
–
Reclassification
18.5
(9.3)
0.2
–
9.4
Balance at December 31, 2010
48.7
877.2
21.2
–
947.1
3,660.8
Net carrying amount at
January 1, 2009
440.7
2,982.2
12.1
225.8
December 31, 2009
431.6
2,846.5
24.5
220.5
3,523.1
December 31, 2010
415.8
2,832.1
24.4
143.2
3,415.5
1)
2)
Attributable to the Antwerp Processing facility.
Attributable to the Antwerp Processing facility and the Teesside refining operations.
Petroplus Holdings AG | Annual Report 2010 | Consolidated Financial Statements
|
97
The carrying amount of finance leases included in Machinery &
Acquisitions/Disposals
Equipment as of December 31, 2010 is USD 22.2 million (2009:
During 2010 and 2009, there were no other acquisitions or
USD 29.8 million). Of the total amount included in Property,
disposals of investments in associates, except as noted below.
Plant and Equipment at December 31, 2010, USD 8.5 million
(2009: USD 11.4 million) was pledged as security for the Com-
Acquisition of Delaware City Refinery Assets
pany’s credit facilities.
On June 1, 2010, the Company’s investment vehicle, PBF Energy Company LLC (“PBF”), a partnership entered into with
The Company has purchase commitments at December 31,
The Blackstone Group and First Reserve Corporation, com-
2010 of USD 40.8 million (2009: USD 19.7 million) for property,
pleted its purchase of the Delaware City refinery in Delaware
plant and equipment.
City, Delaware from Valero Energy Corporation. On May 28,
2010, the Company contributed USD 76.4 million to PBF related to the purchase of the Delaware City refinery.
15 Investments in Associates
Sale of Petroplus’ Share in Investment Vehicle PBF
The following table illustrates the summarized financial infor-
On September 26, 2010, the Company reached an agreement
mation of the Company’s investments in associates for De-
in principle with The Blackstone Group and First Reserve, its
cember 31, 2010 and 2009:
partners in PBF, for the sale of Petroplus’ 32.62 % share of PBF
in the amount of USD 91.0 million. Cash proceeds received on
October 18, 2010, amounted to USD 81.9 million after with-
December 31,
(in millions of USD)
2010
2009
holding tax. The sale transaction resulted in a gain of USD
Current assets
62.6
78.9
8.3 million in 2010. During 2009, PBF reported a loss in the
Non-current assets
81.2
80.1
amount of USD 2.1 million.
Total assets
143.8
159.0
Current liabilities
(67.5)
(66.4)
mainly caused by the expected rapid expansion rate of PBF in
Non-current liabilities
(26.8)
(25.0)
the United States, which would require large investments by
Total liabilities
This transaction represents a strategic shift for the Company
(94.3)
(91.4)
the Company to maintain a meaningful position in PBF and the
Net assets
49.5
67.6
amount and timing of such investments would not be entirely
Company’s share of
14.6
21.2
within the Company’s control.
Management believes it is most important to focus the Com-
associates’ net assets
pany’s resources on our core European operations and to purFor the year ended December 31,
(in millions of USD)
2010
2009
Revenue
38.6
40.0
1.2
(2.4)
11.9
12.3
Income/(loss)
Company’s share of
associates’ revenue
Company’s share of
8.5
1)
(1.6)
associates’ income/(loss)
1)
Includes gain on sale of PBF.
A complete list of the Company’s associated entities, countries of incorporation, and interest held is disclosed in Note 32
“Subsidiaries”.
sue strategies to improve the competitiveness of the existing
asset base.
98 | Petroplus Holdings AG | Annual Report 2010 | Consolidated Financial Statements
16 Financial Assets Available-for-Sale
17 Trade and Other Payables
(in millions of USD)
(in millions of USD)
2010
2009
Trade payables
1,406.6
1,463.4
Total trade payables
1,406.6
1,463.4
803.0
485.3
299.2
337.4
1,102.2
822.7
2010
2009
At fair value:
Shares – unlisted
34.6
28.6
Taxes other than
Financial assets available-for-sale consist of investments in
income taxes
unlisted ordinary shares that have no fixed maturity date or
Other payables and
coupon rate. These investments, held for strategic purposes,
accrued expenses
relate to pipeline and tankstorage companies and are carried
Total other payables and
at fair value.
accrued expenses
The Company recognizes dividend income from investments
when declared.
At December 31, 2010, USD 299.2 million (2009: USD 337.4
million) of other payables and accrued expenses primarily
With the acquisition of the Ingolstadt refinery in March 2007,
relate to capital expenditures accruals, personnel expenses,
the Company acquired, as part of the acquisition agreement,
general expenses, accrued interest and invoices to be re-
a 10 % ownership in each of the pipeline entities Deutsche
ceived.
Transalpine Ölleitung GmbH, Munich in Germany, Transalpine
Ölleitung in Österreich Gesellschaft m.b.H., Innsbruck in Aus-
Taxes other than income taxes consist of excise duties, value
tria and Società Italiana per l’Oleodotto Transalpino S.p.A.,
added taxes, withholding taxes and wage taxes.
Trieste in Italy (“TAL”). Due to formal legal requirements, the
ownership rights were transferred to the Company in Decem-
Trade payables are non-interest-bearing and normally settled
ber 2010. The fair value of the Company’s investment in TAL
between 5 and 30 days. Other payables are non-interest-bear-
amounts to USD 7.2 million as of December 31, 2010.
ing and have an average term of one to three months.
The change in fair value of financial assets available-for-sale
At December 31, trade payables are composed of the follow-
as of December 31, 2010 recorded in other comprehensive
ing currencies:
income resulted in a loss of USD 1.2 million.
(in millions of USD)
2010
2009
USD
1,272.9
1,123.7
EUR
109.7
186.1
CHF
14.3
106.8
GBP
8.6
20.2
CZK
1.1
26.6
1,406.6
1,463.4
Total trade payables
Other payables are mainly composed of amounts denominated
in USD, EUR, CHF, GBP and CZK.
Petroplus Holdings AG | Annual Report 2010 | Consolidated Financial Statements
|
99
18 Interest-Bearing Loans and Borrowings
(in millions of USD)
2010
2009
Interest rate
Maturity
Currency
Revolving Credit Facility
–
138.8
LIBOR + (range of 2.75 % – 4 %)
On demand
USD
facilities 1)
LIBOR
On demand
CHF
USD
Current
Credit
–
24.3
Total current (at nominal value)
–
163.1
Current loans and borrowings
–
149.6
–
149.6
150.0
150.0
4.000 %
Oct. 2015
(at amortized cost)
Total current
Non-current
Convertible Bond 2015
Senior Note 2019
400.0
400.0
9.375 %
Sept. 2019
USD
Senior Note 2017
600.0
600.0
7.000 %
May 2017
USD
6.750 %
May 2014
USD
Senior Note 2014
600.0
600.0
1,750.0
1,750.0
117.2
111.9
Senior Notes (at amortized cost)
1,574.8
1,571.9
Total non-current
1,692.0
1,683.8
Convertible Bond/Senior Notes
(at nominal value)
Convertible Bond
(liability component at amortized cost)
1)
Credit facility for Swiss compulsory stocks.
Current
gin is subject to a pricing grid determined by reference to the
Company’s ratio of Net Debt to Net Capitalization and ranges
Working Capital Facilities
from 2.75 % to 4.00 % for a ratio below 25 % or above 60 %,
Revolving Credit Facility (“RCF”)
respectively. Commissions on payment instruments are also
Certain of our subsidiaries are party to a USD 1.05 billion com-
subject to a pricing grid determined by reference to the Com-
mitted multicurrency secured RCF agreement dated October 16,
pany’s ratio of Net Debt to Net Capitalization.
2009, which replaced our former revolving credit facility. The RCF
includes an option to increase the committed facility amount up
Borrowings under the RCF are jointly and severally guaranteed
to USD 2.0 billion on a pre-approved but not pre-committed ba-
by certain of our subsidiaries. Such borrowings are secured
sis in the event of increased working capital needs or future ac-
by certain assets of the borrowers and of the guarantors.
quisitions. The Company also has access to significant uncom-
The form of such security includes certain pledges of bank
mitted lines from committed banks, providing increased liquidity
accounts held at participating banks, oil inventory, trade re-
on an as needed basis. As of December 31, 2010, the Company
ceivables and other assets. In certain conditions related to an
had additional uncommitted lines under the RCF of USD 1.07 bil-
event of default as defined in the RCF, the RCF Security Agent
lion, bringing the total size of the RCF to USD 2.12 billion.
can enforce the pledge over the pledged assets. The amounts
pledged are indicated in Note 10 “Cash and Short-Term De-
The RCF is available, subject to a current asset borrowing
posits”, in Note 11 “Inventories” and Note 12 “Trade and Other
base, primarily in the form of letters of credit and short-term
Receivables”. These pledges will expire together with the RCF
loan advances. Not more than 60 % of the committed line uti-
on October 16, 2012.
lizations may be in the form of short-term cash borrowings.
The rate of interest on cash borrowings is the aggregate of
As of December 31, 2010, we have no cash borrowings under
LIBOR plus a margin plus mandatory costs, if any. The mar-
the RCF. The related financing costs of USD 15.1 million are
100 | Petroplus Holdings AG | Annual Report 2010 | Consolidated Financial Statements
capitalized and amortized over the three-year term of the RCF.
Compliance with these covenants is determined in the manner
The carrying amount of these costs under the RCF amounts to
specified in the documentation governing the RCF.
USD 9.0 million as of December 31, 2010 and is presented within “Other financial assets” in the Statement of Financial Position.
At December 31, 2009, the Clean EBITDA to Net Interest Expense ratio was below 2.5 to 1.0. On January 27, 2010, the
Old Revolving Credit Facility (“Old RCF”)
Company received a waiver for the fourth quarter 2009 through
Certain of our subsidiaries were party to a USD 1.2 billion
the third quarter 2010. During the waiver period, and, as long
committed multicurrency, secured, revolving credit facility
as the ratio of the Clean EBITDA to Net Interest Expense ratio
which was terminated and replaced by the RCF on October
covenant was below 2.5 to 1.0, the interest rate margin on cash
16, 2009. Moreover, the Company was able to obtain addition-
borrowings was increased by 0.25 % and the Company was
al availability on an uncommitted basis under the same facility.
required to meet an additional covenant. The Company’s Free
Cash Flow before working capital changes, as defined in the
The Old RCF was available, subject to a current asset bor-
waiver documentation, could not be more negative than minus
rowing base, primarily in the form of letters of credit, short-
USD 250 million for the period starting from January 1, 2010,
term loan advances, and bank overdrafts. For the committed
to each quarter end during the waiver period. The Company
part, cash borrowings and revolving loans together could not
fulfilled this temporary covenant throughout the year 2010. The
exceed more than 60 % of the committed amount of the Old
Company is in compliance with all financial covenants based
RCF. Bank overdrafts were limited to USD 100 million. Revolv-
on year-end 2010 financial figures, and has, therefore, exited
ing loans and bank overdrafts under the Old RCF incurred in-
the waiver period.
terest at a rate that was the aggregate of a margin of cost of
funds plus 1.0 % in 2008 and up to February 3, 2009, and cost
of funds plus 1.75 % from February 3, 2009 until its termina-
Non-Current
tion in October 2009. Commissions on payment instruments
varied depending upon the instrument type.
Convertible Bonds
Convertible Bond USD 150 million, 4.0 % due 2015
Other Working Capital Facilities
(the “2015 CB”)
One of our subsidiaries has a smaller working capital facility
On October 16, 2009, Petroplus Finance Ltd., a subsidiary of
available in relation to Swiss compulsory stocks of which USD
the Company, issued USD 150.0 million in guaranteed senior
nil (2009: USD 24.3 million) was drawn upon as of December
secured convertible bonds due 2015. The debt is guaranteed
31, 2010.
by the Company as well as by certain of its subsidiaries. Each
bond in the principal amount of USD 100,000 is convertible
Covenants
into common shares of the Company at a conversion price of
The RCF contains covenants that could restrict certain of
CHF 30.42 (subsequent to a reduction of CHF 0.19 due to the
our activities, including restrictions on creating or permitting
nominal value repayment on July 26, 2010) per share with a
to subsist certain securities, engaging in certain mergers or
fixed exchange rate on conversion of USD/CHF 1.0469 at the
consolidations, sales or other disposals of certain assets, giv-
option of the bondholder at any time on or after November 26,
ing certain guarantees, making certain loans, making certain
2009 until October 9, 2015.
investments, incurring certain additional indebtedness, engaging in different businesses, making certain debt or other
The bond is a “hybrid instrument” which requires that an “equi-
restricted payments, and amending or waiving certain material
ty portion” and the financing costs related thereto must be ac-
agreements.
counted for in the equity section of the Statement of Financial
Position. The equity portion, net of allocated financing costs,
The RCF also includes three financial covenants, calculated on
amounted to USD 36.4 million. The 2015 CB bears interest at
a quarterly basis, requiring us to maintain:
the rate of 4.0 % per annum, with the interest payable semi-
– a minimum Consolidated Tangible Net Worth of USD 1.5 billion;
annually in arrears on October 16 and April 16 of each year
– a minimum ratio of Group Clean EBITDA (as defined in the
the debt is outstanding, commencing on April 16, 2010. The
RCF documentation) to Net Interest Expense of 2.5 to 1.0 for
financing costs related to the issuance of the 2015 CB have
the four prior rolling consecutive quarters; and
been capitalized in the aggregate amount of USD 2.6 million
– a minimum ratio of Current Assets to Current Liabilities of 1.05:1.
and are amortized over six years.
Petroplus Holdings AG | Annual Report 2010 | Consolidated Financial Statements
|
101
Convertible Bond USD 500 million, 3.375 % due 2013
Senior Notes
(the “2013 CB”) redeemed on October 16, 2009
Senior Notes USD 400 million, 9.375 % due 2019
On March 26, 2008, Petroplus Finance Ltd., a subsidiary of the
(the “2019 SN”)
Company, issued USD 500.0 million in guaranteed convertible
On September 17, 2009, Petroplus Finance 3 Limited, Ber-
bonds due in 2013. The debt was guaranteed by the Company
muda, an unrestricted subsidiary of the Company, issued USD
as well as by certain of its subsidiaries. Each bond in the prin-
400.0 million aggregate principal amount of 9.375 % senior
cipal amount of USD 100,000 was convertible into common
notes due 2019 at an issue price of 98.42 % giving a yield of
shares of the Company at an initial conversion price of CHF
9.625 %. The coupon is payable semi-annually in arrears on
85.18 per share with a fixed exchange rate on conversion of
March 15 and September 15, beginning March 15, 2010. The
USD/CHF 1.0203 at the option of the bondholder at any time
2019 SN are presented net of capitalized financing costs of
on or after May 6, 2008 until March 19, 2013.
USD 8.7 million which are amortized over ten years. The proceeds from the 2019 SN were used to repurchase or redeem
The bonds were “hybrid instruments”, which required that an
a portion of the 2013 CB on October 16, 2009.
“equity portion”, and the financing costs related thereto, must
be accounted for in the equity section of the Statement of Fi-
Upon successful completion of the tender offer and subse-
nancial Position. The equity portion, net of allocated financing
quent repayment of the 2013 CB, Petroplus Finance Limited
costs, amounted to USD 51.6 million. The bonds were interest-
assumed the obligations of Petroplus Finance 3 Limited un-
bearing at the rate of 3.375 %, with the interest payable semi-
der the 2019 SN, the Company and certain of its subsidiaries
annually in arrears on March 26 and September 26 of each
became guarantors of the 2019 SN and Petroplus Finance 3
year the debt was outstanding, and commenced on Septem-
Limited was released of all obligations under the 2019 SN.
ber 26, 2008. The financing costs related to the issuance of
the convertible bond were capitalized in the aggregate amount
Senior Note USD 600 million, 6.75 % due 2014 (the “2014 SN”)
of USD 8.4 million and amortized over the expected life of the
& Senior Note USD 600 million, 7 % due 2017 (the “2017 SN”)
bond. In 2009 and 2008, no bonds were converted. The terms
On May 1, 2007, Petroplus Finance Ltd., a subsidiary of the
and conditions included an investor put option on March 28,
Company, issued USD 600.0 million, 6.75 % senior notes due
2011 for principal plus accrued interest.
2014 and USD 600.0 million, 7 % senior notes due 2017 (together the “Notes”). The Company used the proceeds from
On October 12, 2009, Petroplus announced the successful re-
the Notes primarily to fund the acquisition of the Coryton refin-
sult of the tender offer to repurchase all of its outstanding USD
ery. The Notes are presented net of total capitalized financing
500.0 million in guaranteed, convertible bonds due in 2013.
costs of USD 18.1 million which are amortized over seven and
The last day the 2013 CB was traded on the SIX Swiss Ex-
ten years, respectively.
change was October 13, 2009. The 2013 CB was redeemed
on October 16, 2009 at the principal amount of USD 500.0
Financial Covenants
million, plus aggregate accrued interest calculated from Sep-
The main financial covenant under the 2015 CB, the 2014 SN,
tember 26, 2009 until October 16, 2009 (20 days). The related
2017 SN and 2019 SN is an EBITDA to gross interest expense
remaining capitalized financing costs of USD 6.0 million and
coverage ratio which is required to exceed 2.0 to 1.0. This cov-
the difference between the carrying amount and the fair value
enant is not a maintenance covenant and, therefore, when the
of the liability portion of USD 2.1 million were written off and
ratio is not met, the Company is not in breach but only limited
included in the line item “Financial expenses” in the Consoli-
in incurring certain debt or making certain payments outside
dated Statement of Comprehensive Income. The remaining
of the ordinary course of business as long as the ratio does not
difference of USD 35.0 million between the repurchase price
exceed 2.0 to 1.0.
of the bond and the fair value of the liability portion was recorded as a reduction of equity. The costs of the tender offer
As of December 31, 2010 we are in compliance with this cov-
amounted to USD 2.6 million and were included in the line item
enant.
“Financial expenses” in the Consolidated Statement of Comprehensive Income.
102 | Petroplus Holdings AG | Annual Report 2010 | Consolidated Financial Statements
19 Provisions
Litigation
Environmental
remediation
Restructuring
Total
Balance at January 1, 2010
2.7
11.1
12.6
26.4
Additions
0.8
0.3
6.4
7.5
Utilized arising from payments
(0.1)
(0.3)
(11.2)
(11.6)
Unused provision reversed
(0.9)
(0.7)
(1.2)
(2.8)
Reclassification
0.4
(0.4)
(5.1)
(5.1)
Currency translation
0.2
(0.8)
(0.4)
(1.0)
Balance at December 31, 2010
3.1
9.2
1.1
13.4
(in millions of USD)
Non-current
2.7
8.9
–
11.6
Current
0.4
0.3
1.1
1.8
Balance at December 31, 2010
3.1
9.2
1.1
13.4
Non-current
2.2
10.3
–
12.5
Current
0.5
0.8
12.6
13.9
Balance at December 31, 2009
2.7
11.1
12.6
26.4
Litigation
Environmental Remediation
The litigation provision relates primarily to two claims recorded
The provisions for environmental matters are recorded on a
in 2008 and 2010 where tax authorities have challenged, in
site-by-site basis when the Company has a present obligation
one case, certain biofuel credits claimed by arguing that not all
to remediate the environmental disturbance and the amount of
biofuels are blended with diesel which could give rise to a re-
the liability can be reasonably estimated.
duction of excise duties and, in a second case, tax authorities
could challenge a potential error in the Company’s reporting of
Antwerp Refinery
its customs duties obligations. The outcomes of these cases
Soil and groundwater contamination has been identified on
are expected by year-end 2011.
various areas throughout the site. Cost estimates obtained for
remediation are based on different scenarios, the most rea-
A provision was recorded in June 2007, in conjunction with a
sonable scenario being estimated at USD 6.3 million. Current-
claim filed against the Company, arising out of what is alleged
ly, neither the remediation plan nor an agreed upon timeline
to be an unfit cargo of gasoil. The cargo supplied was tested
has been approved by the local authorities.
and found to be on specification at loadport, however, the defendant has claimed that the cargo was not able to withstand
Ingolstadt Refinery
an ordinary voyage so as to arrive at the discharge port still
In 2006, an environmental due diligence assessment was per-
meeting the specification for sediment.
formed on a portion of the land in Ingolstadt. Based on the
results of this assessment, the Company provided for possible
The Company has provided for USD 3.1 million associated
contaminated land and cropland next to the site. As part of
with potential costs of the cases described above and minor
the related ongoing remediation, the Company paid USD 0.3
other legal cases.
million during 2010. Total remaining estimated costs of monitoring for this site are USD 1.4 million.
During 2010, the Company reached a settlement with a former
employee for circumstances surrounding termination of the
Teesside Marketing and Storage Facility
employee’s employment contract dating back to September
Soil contamination has been detected on site. According to
2004 resulting in a payment of USD 0.1 million. The remaining
a pollution prevention and control permit, the operator is re-
unused provision was reversed.
quired to remediate any contamination that results from the
permitted activities. Therefore, contamination detected as a
Petroplus Holdings AG | Annual Report 2010 | Consolidated Financial Statements
|
103
result of obligatory monitoring that cannot be related to the
Emission Rights
period before the permit was issued becomes the responsibil-
For the years ended December 31, 2010 and 2009 the total of
ity of the Company. The estimated costs to demolish an old oil
the Company’s actual emissions did not exceed the number
pump bay and remediate the contaminated soil are estimated
of granted emission credits held. As there was a surplus, no
to be USD 1.5 million.
provisions were recorded for the years ended December 31,
2010 and 2009.
Other Sites
The Company is currently not responsible for material re
medial action at any other sites. For further information related
to environmental contingencies refer to Note 26 “Other Commitments and Contingencies”.
Restructuring
Teesside Marketing and Storage Facility
On November 5, 2009, the Company suspended the Teesside
refining operations and began to convert the site into a marketing and storage facility. In conjunction with this decision,
the Company recognized a provision of USD 12.6 million for
expected restructuring costs, including contract termination
costs, consulting fees, employee termination benefits and related incremental costs as of December 31, 2009. Estimated
costs were based on the terms of the relevant contracts and
management’s best estimates.
During 2010, the site was converted into a marketing and storage facility. In conjunction with the transition, an additional
provision of USD 6.4 million for expected restructuring costs,
primarily further employee redundancies and contract cancellation costs, was recorded in 2010. During 2010, total severance payments of USD 11.2 million were made. Subsequently,
USD 5.1 million of the total provision which relates to pension
costs was reclassified to Retirement Benefit Obligation. Based
on final valuations of the Company’s pension liability, the USD
5.1 million was released in 2010 and recorded in the line item
“Discontinued Operations” in the Consolidated Statement of
Comprehensive Income. As of December 31, 2010, the Company has a remaining provision of USD 1.1 million related to its
obligation under this restructuring plan.
Coryton Refinery
During 2010, the Company commenced a plan to reduce operating expenses by reorganizing and streamlining its Coryton
refinery operations. The plan involved the reduction of certain
third party contractors and own employee positions, on a voluntary basis. The plan will be finalized during the beginning of
2011. As of December 31, 2010, the Company has recorded
an accrual of USD 0.5 million related to its obligation under this
plan. This amount is included in the line item “Other payables
and accrued expenses” in the Consolidated Statement of Financial Position.
104 | Petroplus Holdings AG | Annual Report 2010 | Consolidated Financial Statements
20 Employee Benefits
During 2010 the yields on long-dated AA Corporate bonds
(and hence IAS 19 discount rates) reduced considerably. As
The Company has several different defined benefit pension plans
a result, large actuarial losses on plan obligations were gen
(in the United Kingdom, Switzerland, Germany, France and Bel-
erated. The actuarial losses will be amortized through the
gium) which cover substantially all of its employees and require
Consolidated Statement of Comprehensive Income in future
contributions to be made to separately administered funds.
years using the 10 % corridor methodology outlined in IAS 19
Employee Benefits.
The principal assumptions used at the year end are shown
The past service costs recognized in 2009 related to changes
below and are based on weighted averages:
in French legislation which resulted in additional social charges
2010
2009
on early retirement payments. As a result of this new legisla-
Discount factor
4.4 %
5.3 %
tion, the Company included past service costs of USD 22.6
Expected investment yield
5.3 %
5.6 %
million in the defined benefit obligation at January 1, 2009.
Future pay increases
3.7 %
3.8 %
These costs are recognized in the Consolidated Statement of
Future price inflation
2.4 %
2.4 %
Comprehensive Income over the vesting period of 13 to 17
Assumptions (weighted averages)
years. In addition, past service cost included USD 6.4 million
related to a restructuring plan at the Teesside facility which
The assumptions, other than expected investment yield, are
was announced in November 2009, resulting in a plan curtail-
used in determining the employee benefit obligations and
ment under IAS 19 for affected pension plan members. Be-
are weighted on the present value of the respective defined
cause the benefit enhancements were immediately vested, the
benefit obligations. The overall expected investment yield is
full amount was recognized in the Consolidated Statement of
a weighted average of the expected returns of the different as-
Comprehensive Income in 2009.
set categories at December 31, 2010. The assessment of the
expected returns on investments by the Company is based on
On January 12, 2010, the Company sold the Antwerp Process-
historical return trends and analysts’ predictions of the market
ing facility which resulted in a decrease in the net retirement
for the respective categories.
benefit obligation of USD 8.3 million, including a net actuarial
gain of USD 2.9 million.
Demographic assumptions (including mortality) are based on
the advice of local independent actuaries. Mortality assump-
Fair Value of the Plan Assets
tions are based on the latest available standard mortality tables
Changes in the fair value of plan assets are as follows:
for the individual countries concerned, adjusted where appropriate to reflect the experience of the Company’s employees.
(in millions of USD)
Fair value of plan assets at January 1,
2010
2009
342.1
221.8
Defined Benefit Obligation
Expected return on assets
19.0
14.1
Changes in the present value of the defined benefit obligation
Contributions by employers
48.0
71.1
are as follows:
Contributions by plan participants
Benefits paid
(in millions of USD)
Defined benefit obligation at January 1,
2010
2009
Plan settlements
Transfers
486.9
396.1
Interest cost
24.6
22.4
Disposal of businesses
Current service costs
26.9
28.6
0.7
29.0
Past service cost
Contributions by plan participants
Benefits paid
Actuarial loss/(gain) on obligation
Plan curtailments
5.6
5.9
(28.4)
(17.8)
40.8
(2.6)
–
(0.9)
5.6
5.9
(28.4)
(17.8)
(1.6)
–
–
0.7
(4.1)
–
Actuarial gain
9.3
25.8
Exchange differences
2.0
20.5
391.9
342.1
Fair value of the plan assets at
December 31,
Plan settlements
(3.4)
–
Employer contributions are lower in 2010 than in 2009 due to
Disposal of businesses
(9.5)
–
the sizeable contribution in 2009 made to fund the German
Exchange differences
(3.8)
26.2
540.4
486.9
Defined benefit obligation at
December 31,
Pension Plan.
Petroplus Holdings AG | Annual Report 2010 | Consolidated Financial Statements
|
105
Net Retirement Benefit Obligation
Net Benefit (Expense)
The following tables summarize the funded and unfunded net
The net benefit (expense) is recognized in the line item “Per-
retirement benefit obligation presented in the Consolidated
sonnel expenses” in the Consolidated Statement of Compre-
Statement of Financial Position for the respective employee
hensive Income.
benefit plans.
(in millions of USD)
(in millions of USD)
Total funded defined benefit obligation at
2010
2009
(439.7)
(371.8)
(100.7)
(115.1)
Defined benefit obligation at December 31, (540.4)
(486.9)
Deficit
391.9
342.1
(148.5)
(144.8)
Unrecognized net actuarial loss
37.8
1.7
Unrecognized past service cost
18.5
21.6
Other benefit obligations
Net retirement benefit obligation at
–
(0.5)
(92.2)
(122.0)
2010
(28.6)
(24.6)
(22.4)
Net actuarial gain/(loss) recognized in the
19.0
14.1
1.9
(1.5)
Past service costs recognized in the year
(2.3)
(8.1)
–
0.9
1.8
–
(31.1)
(45.6)
(31.1)
(38.0)
–
(7.6)
(31.1)
(45.6)
Plan curtailments
Plan settlements
Net benefit (expense)
Net benefit (expense) included in:
Continued operations
Discontinued operations
2009
The Company recognizes as net benefit (expense) the por-
Financial Position at December 31,
Retirement benefit obligation classified as
(26.9)
Interest cost on benefit obligation
Net benefit (expense)
December 31,
As Presented in the Statement of
Current service costs
year
at December 31,
Fair value of plan assets at December 31,
2009
Expected return on plan assets
December 31,
Total unfunded defined benefit obligation
2010
–
(8.3)
tion of actuarial gains and losses for each defined benefit plan
held for sale
which exceeds a 10 % corridor (determined as 10 % of the
Retirement benefit obligation from
greater of the plan assets or defined benefit obligations), di-
continuing operations:
vided by the expected average remaining working lives of the
Retirement benefit asset
Retirement benefit obligation
Net retirement benefit obligation
26.2
9.3
(118.4)
(123.0)
(92.2)
(122.0)
employees participating in that plan.
Total employer contributions to the defined benefit pension
plans in 2011 are expected to be USD 30 million.
Major categories of Plan Assets
The major categories of plan assets for the years ended December 31, 2010 and 2009 are as follows:
(in %)
2010
2009
Equity instruments
43.4
40.6
Debt instruments
36.3
37.7
Property
Other assets
Total
7.1
7.6
13.2
14.1
100.0
100.0
The actual return on plan assets was USD 28.3 million for 2010
and USD 39.9 million for 2009.
106 | Petroplus Holdings AG | Annual Report 2010 | Consolidated Financial Statements
The plan assets do not include any of the Company’s own
financial instruments, nor any property occupied by, or other
assets used by the Company.
The history of experience adjustments is as follows:
(in millions of USD)
Defined benefit obligation at December 31,
Fair value of plan assets at December 31,
Deficit at December 31,
Experience adjustment (gain)/loss on plan liabilities
Experience adjustment gain/(loss) on plan assets
21 Non-controlling Interest
Non-controlling interest represents the portion of profit or loss
and net assets in subsidiaries that are not held by the Company and are presented separately within the Consolidated
Statement of Comprehensive Income and within equity in the
Consolidated Statement of Financial Position.
2010
2009
2008
2007
2006
(540.4)
(486.9)
(396.1)
(325.2)
(156.5)
391.9
342.1
221.8
271.1
142.2
(148.5)
(144.8)
(174.3)
(54.1)
(14.3)
(1.6)
(1.8)
11.9
3.1
(5.2)
9.3
25.8
(56.1)
(2.5)
4.1
Petroplus Holdings AG | Annual Report 2010 | Consolidated Financial Statements
|
107
22 Shareholders’ Equity
2010
2009
Nominal value Share Capital Share Capital
per share in in millions of
in millions of
CHF
USD
CHF
Number
of shares
Nominal value Share Capital Share Capital
per share in in millions of
in millions of
CHF
USD
CHF
Number
of shares
Issued share capital
7.48
608.1
712.3 95,230,953
7.58
555.2
654.3 86,325,289
Authorized share
7.48
214.6
251.4
33,615,057
7.58
111.0
130.9 17,265,057
7.48
185.8
217.6 29,096,005
7.58
92.3
108.8 14,351,669
capital
Conditional share
capital
Share Capital
of CHF 7.48 each. The BoD is entitled to issue these shares
Issued Share Capital
by means of a firm underwriting or in partial amounts. The
The outstanding share capital as of December 31, 2010
outstanding authorized share capital as of December 31, 2010
amounts to USD 608.1 million (CHF 712.3 million), comprised
amounts to USD 214.6 million (CHF 251.4 million), comprising
of 95,230,953 shares which are fully paid and include new
33,615,057 shares.
shares issued out of authorized share capital in May 2010
from a private placement as well as new shares created out
Conditional Share Capital
of conditional share capital during 2010 due to the exercise of
At the annual ordinary shareholders’ meeting held on May 5,
options and Restricted Share Units (“RSUs”) granted under the
2010, the BoD received shareholder authorization to increase
Equity Incentive Plan and the Equity Participation Plan.
the share capital of the Company. Additional conditional capital may be raised at any time by a maximum amount of CHF
The movements in the share capital over the last two years,
112.2 million by issuing up to 15,000,000 fully paid registered
expressed in number of shares, are as follows:
shares with a nominal value of CHF 7.48 each in connection
with further issuance of convertible bonds, bonds with war-
Number of shares
January 1, 2009
September 21, 2009 1)
December 31, 2009
May 7, 2010 2)
During the period 3)
December 31, 2010
69,060,231
rants or other financial market instruments with conversion or
warrant rights.
17,265,058
86,325,289
The conditional share capital is reduced by the amount used
8,650,000
by the BoD regarding share capital increases through the ex-
255,664
ercise of options and RSUs granted under our Equity Partici-
95,230,953
pation Plan and the Equity Incentive Plan. During 2010, a total
1)
During September 2009, the Company completed a rights issue and
international offering whereby the Company issued 17,265,058 new
registered shares from existing authorized share capital.
2) During May 2010, the Company completed a private placement
whereby the Company issued 8,650,000 new registered shares from
existing authorized share capital.
3) During 2010, a total of 255,664 new shares were created out of the
conditional share capital due to the exercise of options granted under
the Equity Participation Plan (157,762 RSUs) and the Equity Incentive
Plan (97,902 options).
of 255,664 shares were created out of the conditional share
capital due to options and RSUs exercised.
The outstanding conditional share capital at December 31,
2010, amounts to USD 185.8 million (CHF 217.6 million), comprising of 29,096,005 shares.
Repayment of Nominal Share Capital
At the annual ordinary shareholders’ meeting of the Company
Authorized Share Capital
which took place on May 5, 2010, the shareholders resolved
At the annual ordinary shareholders’ meeting held on May 5,
to reduce the share capital by CHF 0.10 per share. The en-
2010, the Board of Directors (“BoD”) received shareholder auth
try of the share capital reduction in the commercial register
orization to increase the share capital of the Company. Addi-
took place on July 15, 2010, and the repayment of CHF 0.10
tional authorized capital may be raised at any time until May 5,
per registered share was paid to the shareholders on July 26,
2012, by a maximum amount of CHF 187.0 million by issuing a
2010, amounting to USD 9.0 million. The foreign currency im-
maximum of 25,000,000 fully paid shares with a nominal value
pact of USD 0.9 million resulting from the historical rate of the
108 | Petroplus Holdings AG | Annual Report 2010 | Consolidated Financial Statements
share capital has been partly allocated to translation reserve
actions under IFRS 2 Share-based Payment. Each of these
within shareholders’ equity (USD 0.4 million) and to the line
options, granted in an investment capacity, provides the hold-
item “Foreign currency exchange loss” within the Consolidated
er the right to purchase one share at a price of USD 14.58.
Statement of Comprehensive Income (USD 0.5 million).
The options have to be exercised according to the following
schedule: 537,322 options during 2014, 652,668 options dur-
At the annual ordinary shareholders’ meeting of the Company
ing 2015, 498,623 options during 2016 and 325,138 by end
which took place on May 6, 2009, the shareholders resolved
of July 2016. The time of exercise can be accelerated in the
to reduce the share capital by CHF 0.60 per share. The en-
event of a change of control of Petroplus Holdings AG, death,
try of the share capital reduction in the commercial register
disability or separation from employment and the options are
took place on July 21, 2009 and the repayment of CHF 0.60
subject to further terms and conditions of the Equity Incentive
per registered share was paid to the shareholders on July 28,
Plan. In 2010, a total of 97,902 (2009: nil) options were exer-
2009, amounting to USD 38.2 million. The foreign currency
cised and 43,707 (2009: nil) options expired as of December
impact of USD 4.2 million resulting from the historical rate of
31, 2010. At December 31, 2010 a total of 2,013,751 options
the share capital has been partly allocated to translation re-
are outstanding under this plan.
serve within shareholders’ equity (USD 2.8 million) and to the
line item “Foreign currency exchange gain” within the Consoli-
Under the Equity Participation Plan, options and RSUs were
dated Statement of Comprehensive Income (USD 1.4 million).
granted to employees, members of the Executive Committee
and members of the BoD:
Issuance of Shares
− Options were granted between November 30, 2006 and De-
Private Placement in 2010
cember 31, 2010. Each of these options provides the holder
During May 2010, the Company completed a private place-
with the right to purchase one share at an exercise price with
ment whereby the Company issued 8,650,000 new registered
a range between CHF 11.92 and CHF 119.98, depending on
shares from existing authorized capital. The shares were sold
the grant date. At December 31, 2010, a total of 1,119,824
at a price of CHF 17.50. The first trading day of the new shares
options are outstanding under this plan.
was May 7, 2010. The gross proceeds amounted to USD 136.4
− RSUs were granted between February 4, 2009 and Decem-
million (after a realized foreign exchange loss of USD 0.2 mil-
ber 31, 2010. Each RSU granted entitles the participant to
lion) excluding share issue costs of USD 5.6 million.
receive one share upon vesting. At December 31, 2010, a
total of 370,989 RSUs are outstanding under this plan.
Rights Issue and International Offering in 2009
During September 2009, the Company completed a rights is-
Further details of these options and RSUs granted under the
sue and international offering whereby the Company issued
Equity Participation Plan are described in Note 24 “Share-
17,265,058 new registered shares from existing authorized
based Payments”.
share capital. Existing shareholders were entitled to subscribe
for one new share at a subscription price of CHF 16.90 per
Equity Component of Convertible Bonds
share for every four existing shares held. The new shares
On October 16, 2009, Petroplus Finance Ltd., a subsidiary of
began trading on September 22, 2009. The gross proceeds
the Company, issued the 2015 CB in the amount of USD 150.0
amounted to USD 284.2 million (after a realized foreign ex-
million. The 2015 CB is a “hybrid instrument” which requires
change gain of USD 4.4 million) excluding share issue costs of
that an “equity portion” and the financing costs related thereto
USD 12.2 million.
must be accounted for in the equity section of the Consolidated Statement of Financial Position. The equity portion, net
Equity Instruments
of allocated financing costs, amounted to USD 36.4 million.
At December 31, 2010, Petroplus has 3,504,564 options and
RSUs outstanding that were granted through two plans: the
On October 16, 2009, Petroplus redeemed the 2013 CB. The
Equity Incentive Plan and the Equity Participation Plan.
remaining equity component of USD 35.0 million was re
corded as a reduction of equity.
Under the Equity Incentive Plan, options were granted to investors (some of which are Directors or members of the Executive
Further details of the issuance of the 2015 CB and the repur-
Committee) in connection with purchases of the Company’s
chase of the 2013 CB are disclosed in Note 18 “Interest-Bear-
shares and are not dependent upon employment or service
ing Loans and Borrowings”.
and therefore do not qualify as share-based payment trans-
Petroplus Holdings AG | Annual Report 2010 | Consolidated Financial Statements
|
109
23 Earnings per Share
The following table shows the basis used for the calculation of basic and diluted earnings per share (“EPS”):
Net loss
(in millions of USD)
Net loss from continuing operations attributable to ordinary shareholders of the parent
Net loss from discontinued operations
Net loss attributable to ordinary shareholders of the parent
2010
2009
(106.9)
(108.8)
(5.4)
(141.1)
(112.3)
(249.9)
Basic EPS is calculated by dividing the net loss attributable to shareholders of Petroplus Holdings AG by the weighted average
number of shares outstanding. To calculate diluted EPS, the weighted average number of shares outstanding is adjusted to assume conversion of all potentially dilutive shares arising from RSUs/options/convertible bonds into Petroplus Holdings AG shares.
As the conversion of these potential equity instruments would decrease the loss per share, the instruments are antidilutive for the
years ended December 31, 2010 and 2009:
Basic and diluted earnings per share
2010
2009
92,162,578
78,010,060
Net loss from continuing operations (in USD)
(1.16)
(1.39)
Net loss from discontinued operations (in USD)
(0.06)
(1.81)
(1.22)
(3.20)
Weighted average number of shares outstanding (in shares)
Basic and diluted earnings per share calculated on:
Net loss attributable to ordinary shareholders of the parent (in USD)
A weighted average number of RSUs/options/convertible bonds equivalent to 8,903,457 shares (2009: 8,453,928 shares) were
antidilutive. There have been no material transactions involving ordinary shares or potential ordinary shares between the reporting date and the date of completion of the Consolidated Financial Statements.
110 | Petroplus Holdings AG | Annual Report 2010 | Consolidated Financial Statements
24 Share-based Payments
In 2010, the BoD granted a total of 199,230 options (2009:
204,530) to members of the Executive Committee and em-
The share option and RSU scheme of the Company, the Equity
ployees. The weighted average fair value of the share options
Participation Plan, is an equity-settled share-based payment
granted during 2010 is CHF 4.08 per option (2009: CHF 8.27).
plan. The services the Company receives from management
Consistent with the provisions of IFRS 2 Share-based Pay-
and personnel in exchange for the options or other equity
ment, we estimated the fair value of stock options on the date
awards being granted do not qualify for recognition as assets
of grant with the Black-Scholes Option Valuation Model using
and are therefore recognized as expenses.
the following assumptions:
The BoD has granted stock options and RSUs under the
Equity Participation Plan as described below.
2010
Assumptions
2009
October
January 1)
Number of options granted
199,230
204,530
Stock Options
Closing price at grant date
11.92
21.41
Each option converts into one ordinary share of Petroplus
(in CHF)
Holdings AG upon exercise. No amounts are paid or payable
Exercise price (in CHF)
by the recipient upon receipt of the option. The options carry
Expected volatility
neither rights to dividends nor voting rights. The options may
be exercised at any time from the date of vesting to the date of
11.92
21.41
60.0 %
60.0 %
Vesting (in years)
4
1, 2, 3
Expected average
6
6
expiry. The options can only be exercised when the employee
option life (in years)
remains in the Company’s employ or service, unless otherwise
Dividend yield
5.5 %
4.7 %
agreed.
Risk-free interest rate
1.0 %
1.6 %
Market value of option
4.08
8.27
Depending on the grant date, the options have a
at grant date (in CHF)
− three-year graded vesting scheme, with one third of the op-
1)
tions vesting each year; or
Adjusted to reflect the September 2009 rights issue.
− a vesting period of four years.
The options will be fully vested on the third or fourth anniver-
The risk-free interest rate is based on yields of the Swiss Con-
sary of the grant date.
federation bonds on the date of grant with the maturity date
approximately equal to the expected life at the grant date. The
The following table summarizes the number of outstanding op-
expected life of the options is six years compared to the op-
tions at the end of December 31, 2010, the exercise price per
tions’ contractual life of ten years. The Company derives its
grant and the weighted average remaining contractual life:
expected volatility based on the average volatility of our main
competitors’ share prices over the past four years.
Exercise price
(in CHF)
Number of
options
outstanding
Nov. 2006 1)
58.14
128,228
5.9
Jan. 2007 1)
68.25
287,138
6.0
Grant
Remaining
contractual life
(years)
Feb. 2007 1)
87.91
16,253
6.1
May 2007 1)
91.69
162,539
6.3
Jul. 2007 1)
119.98
10,836
6.6
Aug. 2007 1)
112.69
27,090
6.7
1)
89.06
75,853
6.8
May 2008 1)
55.47
8,127
7.3
Jan. 2009 1)
21.41
204,530
8.0
Oct. 2010
11.92
199,230
9.8
55.10
1,119,824
7.2
Nov. 2007
1)
Adjusted to reflect the September 2009 rights issue.
Petroplus Holdings AG | Annual Report 2010 | Consolidated Financial Statements
|
111
The following table shows stock option activity for the years
ended December 31, 2010 and 2009:
2010
2009
Number of options
Weighted average
exercise price
CHF
Number of options 1)
Weighted average
exercise price 1)
CHF
Balance at January 1,
996,445
65.22
898,463
77.56
Granted during the year
199,230
11.92
204,530
21.41
Forfeited during the year
(75,851)
74.64
(106,548)
85.17
Exercised during the year
–
–
–
–
Expired during the year
–
–
–
–
1,119,824
55.10
996,445
65.22
893,095
65.66
578,786
74.89
Balance at December 31,
Exercisable at December 31,
1)
Adjusted to reflect the September 2009 rights issue.
During 2010 and 2009, no options were exercised. The share
Restricted Stock Units (“RSUs”)
options outstanding at the end of 2010 have a weighted av-
Each RSU granted entitles the participant to receive one share
erage exercise price of CHF 55.10 (2009: CHF 65.22) and
upon vesting. Shareholders’ rights (including rights to receive
a weighted average remaining contractual life of 7.2 years
distributions) can only be exercised once the shares are deliv-
(2009: 7.7 years).
ered and voting rights can be exercised as soon as the participant is registered in the share register of Petroplus Holdings
Total expense for stock options granted under the Equity Par-
AG as shareholder with voting rights.
ticipation Plan for the year ended December 31, 2010 was
USD 1.1 million (2009: USD 4.7 million).
RSUs have a three-year graded vesting scheme, with one third
of the RSUs vesting each year. Unless otherwise agreed, the
RSUs will be fully vested on the third anniversary of the grant
date.
The following table summarizes the number of outstanding
RSUs at the end of December 31, 2010:
Grant
Feb. 2009
Number of RSUs outstanding
1)
Sep. 2009 1)
17,336
3,429
Jan. 2010
44,554
Feb. 2010
200,000
Oct. 2010
105,670
370,989
1)
Adjusted to reflect the September 2009 rights issue.
112 | Petroplus Holdings AG | Annual Report 2010 | Consolidated Financial Statements
In 2010, pursuant to the Equity Participation Plan, the BoD
granted a total of 396,914 RSUs (2009: 143,837 RSUs) to
members of the Executive Committee and employees. The
weighted average fair value of the RSUs granted during 2010
is CHF 15.42 (2009: CHF 19.28) based on the following assumptions:
2010
Assumptions
Number of RSUs granted
Closing price at grant date (in CHF)
RSU life (in years)
2009
October
February
January
September 1)
February 1)
105,670
212,000
79,244
5,144
138,693
11.92
18.30
18.89
21.53
20.82
1, 2, 3
1, 2, 3
1, 2, 3
1, 2, 3
1, 2, 3
Dividend yield
4.5 %
2.9 %
2.8 %
4.6 %
4.8 %
Average market value of RSUs at
10.64
16.99
17.61
19.80
19.26
grant date (in CHF)
1)
Adjusted to reflect the September 2009 rights issue.
The following table shows RSU activity for the years ended
During 2010, a total of 157,762 (2009: nil) RSUs were exer-
December 31, 2010 and 2009:
cised. The weighted average share price at the date of exercise for 2010 was CHF 16.26.
2010
2009
Number of RSUs
Number of RSUs
Total expense for the RSUs under the Equity Participation Plan
Balance at January 1,
143,837
–
for the year ended December 31, 2010 was USD 3.9 million
Granted during the year
396,914
143,837
Forfeited during the year
(12,000)
–
Exercised during the year
(157,762)
–
Expired during the year
Balance at December 31,
–
–
370,989
143,837
(2009: USD 1.4 million).
25 Leases
Finance Lease Commitments –
Company is Lessee
The Company has one major contract which contains a finance
lease for a hydrogen unit with the supplier Air Product. Future
minimum lease payments under finance leases, together with
the present value of the lease payments, are as follows:
2010
(in millions of USD)
Within one year
After one year but not more than five years
2009
Minimum lease
payments
Present value of
payments
Minimum lease
payments
Present value of
payments
3.4
2.2
4.3
2.9
13.4
9.7
14.5
10.0
More than five years
13.4
11.9
18.1
15.6
Total
30.2
23.8
36.9
28.5
23.8
28.5
Less amounts for finance charge
(6.4)
Present value of the minimum payments
23.8
(8.4)
28.5
Petroplus Holdings AG | Annual Report 2010 | Consolidated Financial Statements
|
113
Company with hydrogen whereby the supplier legally owns
Operating Lease Commitments –
Company is Lessor
and operates the hydrogen unit on the site of the Cressier
The Company has entered into lessor agreements for use of
refinery. Petroplus effectively purchases all of the hydrogen
land and buildings.
Under the hydrogen supply contract, Air Product supplies the
produced for a fee of USD 4.7 million per year. This fee also
includes payments for non-lease elements in the arrangement.
The receivables under non-cancellable operating leases at
December 31, are as follows:
The contract has a duration of 15 years as from the end of
2004 and does not contain any option for the Company to
(in millions of USD)
2010
2009
purchase the asset.
Within one year
8.6
30.1
After one year but not more than five years
0.3
60.3
Total contingent rent recognized as an expense for the finance
More than five years
lease for the year ended December 31, 2010 was USD 1.5 mil
Total operating lease commitments –
lion (2009: USD 1.5 million) and is dependent on the Swiss
Company is lessor
–
1.2
8.9
91.6
Index of Consumer Prices.
Bitumen Supply Contracts
Operating Lease Commitments –
Company is Lessee
Under the bitumen supply contract, the Antwerp Processing
The Company has entered into rental agreements, hire pur-
the crude into bitumen and distillates. This contract contained
chases and commercial leases on machinery, motor vehicles
a lease whereby the Company was the lessor. The supplier
and office equipment. There are no restrictions placed upon
of the feedstock purchased all of the bitumen production
the lessee by entering into these leases.
and paid a processing fee consisting of fixed elements (USD
facility was supplied with crude oil feedstock and converted
2.2 million per month) and variable elements. The fixed fee also
Future minimum rentals payable under non-cancellable oper-
included payments for non-lease elements in the arrangement.
ating leases at December 31, are as follows:
This contract was part of the sale of the Antwerp Processing
(in millions of USD)
2010
2009
facility as per January 12, 2010. Since this date, the Company
Within one year
17.6
20.7
has no further obligation to purchase feedstock or to deliver
After one year but not more than five years
26.6
40.8
bitumen.
More than five years
22.7
37.3
Total operating lease commitments –
66.9
98.8
Company is lessee
The decrease in future minimum rentals payable under noncancellable operating leases is mainly related to contracts
which were terminated in connection with the suspension of
the Teesside refining operations and the sale of the Antwerp
Processing facility.
Total expense associated with operating leases was USD
24.9 million in 2010 (2009: USD 18.2 million).
114 | Petroplus Holdings AG | Annual Report 2010 | Consolidated Financial Statements
26 Other Commitments
and Contingencies
Commercial Commitments
In connection with the acquisition of the Petit Couronne and
Reichstett refineries in 2008, we entered into four to five year
Legal Contingencies
processing agreements with Shell for approximately half of
We have extensive operations and are both a defendant and
the Petit Couronne refinery’s total crude oil throughput. The
a plaintiff in a number of arbitration and legal proceedings in
processing agreement related to refined products expired
connection with our operations. While we are currently in-
on December 31, 2008, while the processing arrangements
volved in several legal proceedings, we believe that, other than
to produce Shell lube oil base stocks will continue until 2011.
as discussed below, the results of these proceedings will not
Additionally, Petroplus has entered into off-take agreements
have a material adverse effect on our business, results of op-
with Shell, at market prices, which are estimated to account
erations or financial condition.
for approximately 90 % of bitumen produced at the Petit Couronne and Reichstett refineries in 2011.
In 1989, certain Belgian subsidiaries of the Company sold
products to a customer without collecting excise taxes be-
In connection with the acquisition of the Coryton refinery in
cause the customer had provided documents that the prod-
2007, we entered into an off-take agreement with BP that is
ucts were to be exported and, therefore, no taxes were due.
estimated to account for approximately 70 % of the refinery’s
The customer neither exported the product nor paid the ex-
gasoline production, approximately 90 % of its jet fuel and
cise tax liability. The Belgian authorities have brought a claim
ULSD production and approximately 30 % of its gasoil produc-
against these entities for the taxes owed. The case has been
tion in 2011. The initial term of the agreement lasts until 2012.
suspended until the criminal case against the customer is resolved. If a court determines that the Company is liable for
In connection with the acquisition of the Ingolstadt refinery in
the taxes, the amount due, including interest, is expected to
2007, we entered into a five year off-take agreement with Esso
be USD 2.6 million. The timing of the resolution of this case is
to supply its retail chain in Bavaria with substantial amounts
uncertain.
of gasoline and diesel fuel and to supply Esso with significant
amounts of jet fuel. In 2010, this agreement was transferred to
Environmental Commitments
ENI (an integrated energy company based in Italy) as part of
In connection with the sale of the Antwerp Processing facility,
their purchase of Esso’s Austrian business and is estimated to
we have agreed to reimburse Vitol for certain specific environ-
account for approximately 15-20 % of the Ingolstadt refinery’s
mental liabilities, subject to a maximum liability cap of EUR
gasoline and diesel fuel production and approximately 90 % of
7.5 million (USD 10.0 million), and for certain other liabilities
its jet fuel production in 2011. The off-take agreement termi-
subject to a liability cap of USD 25.0 million. These indemnities
nates on December 31, 2011.
are limited to a period of ten years and are subject to various
thresholds and conditions.
On May 1, 2007, under the terms of a distribution agreement,
Petroplus Deutschland GmbH entered into an agreement with
In connection with the acquisition of the Petit Couronne and
Nynas for the right of distribution of bitumen produced at the
Reichstett refineries, we entered an agreement with Shell con-
Ingolstadt refinery in Germany. The agreed upon term of this
cerning environmental liabilities. Under the agreement, gener-
contract is ten years, with yearly pricing negotiations, begin-
ally, Shell is to indemnify us for certain losses we may incur
ning January 1, 2008.
related to environmental contamination for eight years, for offsite contamination associated with the Petit Couronne refinery
for 20 years and for rectifying possible non-compliance, if any,
with environmental laws for five years. In turn, we indemnify
Shell for certain losses Shell may incur from post completion
environmental matters and for certain pre-completion environmental matters as Shell indemnity expires. These indemnities
are limited by various thresholds, caps and conditions and include a sharing mechanism under which our liability generally
increases in steps during the indemnity periods.
Petroplus Holdings AG | Annual Report 2010 | Consolidated Financial Statements
27 F
inancial Risk Management
Objectives and Policies
|
115
Commodity Price Risk Management
Due to the nature of our business, the Company has significant
exposure to the fluctuation of crude and oil product prices as
Risk Assessment
part of its normal operations. There are many factors of our
The Company has established an organizational framework for
business which are impacted by prevailing market conditions.
risk assessment and management which includes risk identi-
Specifically, a change in the crude and product pricing en-
fication and appraisal, development of acceptable exposure
vironment, rise or decline, will influence our inventory levels,
limits, implementation of strategies, policies and procedures
purchasing decisions and commodity price management ac-
to mitigate identified financial risks, and the monitoring of com-
tivities and will ultimately have an impact on our realized gross
pliance with such strategies, policies and procedures.
margin. Our commercial and operational decisions are a direct
response to the market and, as such, will change as market
The BoD of Petroplus Holdings AG and the Executive Commit-
conditions change.
tee have overall responsibility for the Company’s risk management strategies. Risk Owners, comprised of key members of
On average, throughout 2010, we have held approximately
senior management, are responsible for the day-to-day execu-
21 million barrels of crude and product inventory on hand. The
tion of corporate risk strategies and policies, while Risk Com-
21 million barrels represent the level of inventory we will hold
mittees, comprised of financial disclosure experts, procedures
on average in order to maintain our daily refinery operations
and controls experts and appropriate subject matter experts
and sales requirements. This level fluctuates on a daily basis,
evaluate the adequacy of the implementation and execution of
depending on timing of crude purchases and product sales,
the strategies and policies by the Risk Owners.
operations and optimization of crude and product pricing. We
are exposed to the fluctuation in crude and product pricing on
The Company’s internal risk assessment process consists of
the inventory we hold. Currently, we primarily use a commodity
regular reporting to the BoD on identified risks and manage-
price management program to manage the fluctuation associ-
ment’s reaction to them. The BoD has performed the risk as-
ated with commodity pricing on a defined volume of inventory.
sessment based on the Company’s internal risk assessment
Under this program, we enter into commodity Intercontinental
process and monitors management’s response to the risks
Exchange (“ICE”) futures contracts and counterparty swaps to
identified.
lock in the price of certain commodities.
The Company’s principal financial liabilities, other than deriva-
Our earnings, as under the FIFO inventory accounting method-
tives, are comprised of interest-bearing loans and borrowings,
ology, will be impacted by crude and product pricing volatility.
finance leases and trade and other payables. The main pur-
The FIFO accounting methodology, in times of extreme pricing
pose of these financial liabilities is financing for the Company’s
volatility, creates a lag between the cost of crude applied to
operations and acquisitions. The Company has various finan-
current market sales. This lag can, at times, be greater than
cial assets, other than derivatives, such as cash and short-
the natural lag from the processing of crude oil into refined
term deposits and trade and other receivables which arise
products. If crude prices rise or decline by USD 10 per bar-
directly from our operations.
rel, the impact on our margin, using the 21 million barrels we
hold on average, could result in a gain or loss of approximately
The main risks which influence the Company’s financial instruments and, ultimately, the financial results are commodity
price risk, credit risk, foreign currency exchange rate risk, interest rate risk and financial liquidity risk. The Company seeks
to minimize the effects of some of these risks by using derivative financial instruments. The use of financial derivatives is
governed by the Company’s risk policies which provide written
principles on risk management.
USD 210 million.
116 | Petroplus Holdings AG | Annual Report 2010 | Consolidated Financial Statements
Additionally, the Company is exposed to the refining margin
Credit Risk Management
crack, which is defined as the net result of the purchase of
Credit risk arises from the potential failure of a counterparty
crude and the corresponding sale of the refined product. If
to meet its contractual obligations resulting in financial loss
the refining margin crack, based on fluctuations in crude and
to the Company. The Company is exposed to credit risk from
product pricing, was to rise or decline by USD 1 per barrel, the
granting trade credit to customers and from placing deposits
effect on the Company’s profit before income taxes would be
with banks and financial institutions. To minimize credit risk,
a gain or loss of approximately USD 218 million in 2010 and
all customers are subject to credit verification procedures and
approximately USD 193 million in 2009. This analysis does not
extensions of credit above defined thresholds are subject to
take into consideration any changes in commercial or operat-
an approval process. We also maintain relationships with sev-
ing decisions which would be made given the change in the
eral different banks in order to minimize our concentration of
environment, changes in the inventory held, or other factors
risk. The Company’s intention is to grant trade credit only to
which could be present in a volatile crude and product pricing
recognized creditworthy third parties. In addition, receivable
environment.
balances are monitored on an ongoing basis. The Company
also limits the risk of bad debts by obtaining bank securities
The Company currently does not enter into material derivative
such as guarantees or letters of credit and credit insurance.
financial instruments for speculative transactions and does not
hedge the Group refining margin. This strategy is continually
The maximum exposure to credit risk is represented by the
reviewed and adapted for current economic and market con-
carrying amounts of cash and receivables that are presented
ditions.
in the Consolidated Statement of Financial Position, including derivatives with positive market values. Trade credit risk is
minimized as the Company’s trade debtor portfolio consists
primarily of large, financially strong players in world markets
such as the major oil companies. In addition, the majority of
receivables from non-investment grade companies are credit
insured or covered by letters of credit.
Petroplus Holdings AG | Annual Report 2010 | Consolidated Financial Statements
|
117
Foreign Currency Exchange Rate Risk Management
Interest Rate Risk Management
The Company is exposed to foreign currency risk as a signifi-
The Company is exposed to interest rate risk mainly through
cant percentage of our revenues and some of our expenses
interest-bearing net debt. The Company’s interest rate risk
are recorded in EUR, CHF and GBP and then translated into
management aims to reduce the volatility of interest costs in
USD. In order to keep the currency risk at an acceptable level,
the Consolidated Statement of Comprehensive Income. Long-
the Company uses financial instruments (swaps, spot and for-
term debt raised to finance our acquisitions is, therefore, kept
ward foreign currency derivatives contracts) to manage certain
at fixed interest rates while only cash, short-term deposits and
foreign currency risk associated with non-USD sales, assets
short-term borrowings raised through our working capital fa-
and liabilities. The Company is exposed to foreign currency
cilities are exposed to changes in market conditions. At De-
movement on non-USD operating and personnel costs as we
cember 31, 2010, none of our Net Debt was exposed to inter-
currently do not hedge these costs.
est rate risk. As of December 31, 2009, approximately 8 % or
USD 151.9 million of our Net Debt (excluding capitalized fees)
The following table details the Company’s sensitivity to a 5 %
was exposed to interest rate risk. In addition, proceeds from
increase and decrease in the USD against the relevant foreign
the sale of the Company’s eligible receivables under our Fac-
currencies. 5 % is the sensitivity rate used when reporting for-
toring Agreement are exposed to interest rate risk. As of De-
eign currency risk internally to management. The sensitivity
cember 31, 2010, USD 178.7 million (2009: USD 159.3 million)
analysis below includes the effect of changes in foreign cur-
was exposed to interest rate risk with respect to the Factoring
rency rates on income, expenses, assets and liabilities that are
Agreement. For additional details of the Factoring Agreement,
subject to foreign currency risks in profit before income taxes.
refer to Note 12 “Trade and Other Receivables”.
There is no material impact on the Company’s equity.
The following table demonstrates the sensitivity to a reason(in millions of USD)
Effect on profit before income taxes
able change in interest rates, with all other variables held constant, of the Company’s profit before income tax. There is no
2010
5 % increase in EUR/USD rate
(20.9)
5 % increase in CHF/USD rate
(8.6)
5 % increase in GBP/USD rate
(12.5)
material impact on the Company’s equity.
(in millions of USD)
5 % decrease in EUR/USD rate
20.9
5 % decrease in CHF/USD rate
8.6
Increase of 2 % in LIBOR
5 % decrease in GBP/USD rate
12.5
Decrease of 2 % in LIBOR
2009
Effect on profit before income taxes
2010
(6.3)
–
2009
5 % increase in EUR/USD rate
(13.1)
Increase of 2 % in LIBOR
5 % increase in CHF/USD rate
(3.6)
Decrease of 2 % in LIBOR
5 % increase in GBP/USD rate
(6.7)
5 % decrease in EUR/USD rate
13.1
5 % decrease in CHF/USD rate
3.6
As the average 1-week LIBOR rate for 2010 and 2009 was
5 % decrease in GBP/USD rate
6.7
below 1 %, a 2 % decrease would not have a material impact
on the Company’s profit before income tax.
(5.7)
–
118 | Petroplus Holdings AG | Annual Report 2010 | Consolidated Financial Statements
Financial Liquidity Risk Management
The decrease in net debt to net capital in 2010 is primarily re-
The primary objective of the Company’s financial liquidity
lated to the reduction in short-term borrowings, as compared
risk management is to ensure that the Company maintains a
to 2009.
strong credit rating and healthy capital ratios to support our
daily business activities, reduce financing costs and maximize
Ultimate responsibility for financial liquidity risk management
shareholder value.
rests with the BoD, which has developed an appropriate financial liquidity risk management framework for the Company’s
Management is committed to maintaining a healthy finan-
short, medium and long-term funding and financial liquidity
cial position while executing the Company’s growth strategy.
management requirements. The Company manages the finan-
Through the acquisition process, we carefully evaluate the
cial liquidity risk by maintaining adequate reserves, available
price paid and financing options available for every asset ac-
revolving credit facilities, continuously monitoring forecasted
quired. The assets acquired by the Company are long-term
and actual cash flows, and matching the maturity profiles of
assets for which we maintain a portion of long-term debt. The
financial assets and liabilities. Included in Note 18 “Interest-
capital structure of the Group consists of debt, which includes
Bearing Loans and Borrowings” is a listing of our existing fa-
the borrowings disclosed in Note 18 “Interest-Bearing Loans
cilities and available limits the Company has at its disposal to
and Borrowings”, cash and cash equivalents and equity at-
further reduce financial liquidity risk.
tributable to equity holders of the parent, comprising issued
capital, reserves and retained earnings as disclosed in Note
22 “Shareholders’ Equity”.
Management reviews the capital structure on a continual basis. As part of this review, management considers the cost
of capital and the risks associated with each class of capital.
While the Company’s leverage may temporarily change with
acquisitions and material oil price risks, the target is to maintain a gearing ratio below 40 %, determined as the proportion
of net debt to net capital. The gearing ratio at December 31
was as follows:
(in millions of USD)
2010
2009
1,692.0
1,833.4
(179.0)
(11.2)
Net Debt
1,513.0
1,822.2
Equity
2,003.9
1,988.0
43.0 %
47.8 %
Interest-bearing loans and
borrowings
Cash and short-term
deposits
Ratio
Net Debt to Net Capital
Petroplus Holdings AG | Annual Report 2010 | Consolidated Financial Statements
|
119
The table below summarizes the maturity profile of the Company’s financial liabilities at December 31, 2010 and 2009 based on
contractual, undiscounted payments:
Total
On demand
Less than
3 months
3 to 12 months
1 to 5 years
over 5 years
Interest-bearing loans and borrowings 1) 2,506.5
–
31.5
94.5
1,185.3
1,195.2
Finance lease commitments
30.2
–
0.9
2.5
13.4
13.4
1,406.6
–
1,405.4
1.2
–
–
238.5
–
226.9
11.6
–
–
(in millions of USD)
December 31, 2010
Trade payables
Other payables 2)
Derivative financial instruments
1.2
–
1.2
–
–
–
4,183.0
–
1,665.9
109.8
1,198.7
1,208.6
Total
On demand
Less than
3 months
3 to 12 months
1 to 5 years
over 5 years
Interest-bearing loans and borrowings 1) 2,795.5
Total
(in millions of USD)
December 31, 2009
Finance lease commitments
Trade payables
Other payables 2)
Derivative financial instruments
Total
1)
2)
163.1
31.5
94.5
1,077.0
1,429.4
36.9
–
1.0
3.3
14.5
18.1
1,463.4
–
1,417.2
46.2
–
–
277.0
–
277.0
–
–
–
4.0
–
4.0
–
–
–
4,576.8
163.1
1,730.7
144.0
1,091.5
1,447.5
Includes expected interest payments.
Excluding USD 863.7 million at December 31, 2010 and USD 545.7 million at December 31, 2009, of other payables and accrued expenses which do
not qualify as financial liabilities.
120 | Petroplus Holdings AG | Annual Report 2010 | Consolidated Financial Statements
28 Financial Instruments
The nominal value of financial instruments, other than longterm interest-bearing loans and borrowings, approximate fair
value. Long-term interest-bearing loans and borrowings are
initially recognized at fair value, net of transaction costs incurred, and are subsequently stated at amortized cost. The
fair values reported for long-term interest-bearing loans and
borrowings are based on quoted market prices of the Company’s Senior Notes and Convertible Bonds. The Company’s
financial instruments included in the Consolidated Financial
Statements are listed below:
(in millions of USD)
December 31, 2010
Category in
accordance
with IAS 39
Carrying
amount
Amortized
cost
Cost
Fair value
through
profit or loss
Fair value
through
other comprehensive
income
Financial assets
Amounts recognized in Consolidated Statement
of Financial Position according to
IAS 17
Fair
value
Cash and short-term deposits
C
179.0
–
–
179.0
–
–
179.0
Trade receivables, net
LaR
1,154.7
1,154.7
–
–
–
–
1,154.7
Other receivables 1)
LaR
15.2
15.2
–
–
–
–
15.2
Financial assets available-for-sale
AfS
34.6
–
–
–
34.6
–
34.6
Other financial assets 2)
LaR
4.9
4.9
–
–
–
–
4.9
Derivative financial instruments 3)
FAHfT
4.2
–
–
4.2
–
–
4.2
Interest-bearing loans and borrowings
FLAC
1,692.0
1,692.0
–
–
–
–
1,598.7
Finance lease commitments
n.a.
23.8
–
–
–
–
23.8
23.8
Trade payables
FLAC
1,406.6
1,406.6
–
–
–
–
1,406.6
Other payables 4)
FLAC
238.5
238.5
–
–
–
–
238.5
Derivative financial instruments
FLHfT
1.2
–
–
1.2
–
–
1.2
Financial liabilities
Aggregated by category
Cash (C)
Loans and Receivables (LaR)
Available-for-Sale financial assets (AfS)
Financial Assets Held for Trading (FAHfT)
Financial Liabilities measured at
179.0
–
–
179.0
–
–
179.0
1,174.8
1,174.8
–
–
–
–
1,174.8
34.6
–
–
–
34.6
–
34.6
4.2
–
–
4.2
–
–
4.2
3,337.1
3,337.1
–
–
–
–
3,243.8
1.2
–
–
1.2
–
–
1.2
Amortized Costs (FLAC)
Financial Liabilities Held for Trading
(FLHfT)
1)
Excluding USD 94.1 million at December 31, 2010 and USD 81.7 million at December 31, 2009, of other receivables and prepayments which do not qualify
as financial assets.
2) Excluding capitalized financing costs of USD 9.1 million at December 31, 2010 and USD nil at December 31, 2009.
3) Excluding a hedge accounting portion amounting to an asset of USD 1.8 million at December 31, 2010 and an asset of USD 7.1 million at December 31, 2009.
4) Excluding USD 863.7 million at December 31, 2010 and USD 545.7 million at December 31, 2009, of other payables and accrued expenses which do not qualify
as financial liabilities.
Petroplus Holdings AG | Annual Report 2010 | Consolidated Financial Statements
December 31, 2009
Carrying
amount
Amortized
cost
Cost
Fair value
through
profit or loss
Fair value
through
other comprehensive
income
Amounts recognized in Consolidated Statement
of Financial Position according to
IAS 17
Fair
value
11.2
–
–
11.2
–
–
11.2
1,051.4
1,051.4
–
–
–
–
1,051.4
18.1
18.1
–
–
–
–
18.1
28.6
–
0.9
–
27.7
–
28.6
5.6
5.6
–
–
–
–
5.6
0.6
–
–
0.6
–
–
0.6
1,833.4
1,833.4
–
–
–
–
1,773.6
28.5
–
–
–
–
28.5
28.5
1,463.4
1,463.4
–
–
–
–
1,463.4
277.0
277.0
–
–
–
–
277.0
4.0
–
–
4.0
–
–
4.0
11.2
–
–
11.2
–
–
11.2
1,075.1
1,075.1
–
–
–
–
1,075.1
28.6
–
0.9
–
27.7
–
28.6
0.6
–
–
0.6
–
–
0.6
3,573.8
3,573.8
–
–
–
–
3,514.0
4.0
–
–
4.0
–
–
4.0
|
121
122 | Petroplus Holdings AG | Annual Report 2010 | Consolidated Financial Statements
Net (loss)/gain
From
interest
by measurement category
(in millions of USD)
Loans and Receivables (LaR)
Bond
accretion/
amortized
financing
costs
From subsequent measurement
Net (loss)/gain
At fair value
Impairment/
reversal of
impairment
2010
2009
–
0.4
0.4
(0.7)
(2.3)
–
–
(AfS) 1)
–
–
(1.2)
–
(1.2)
Financial Assets held for Trading (FAHfT)
–
–
33.6
–
33.6
–
(137.2)
(13.3)
–
–
(150.5)
(141.4)
–
–
–
–
–
(32.6)
(137.2)
(13.3)
32.4
0.4
(117.7)
(177.0)
Available-for-Sale financial assets
Financial Liabilities measured at
Amortized Costs (FLAC)
Financial Liabilities Held for Trading
(FLHfT)
Net (loss)/gain
1)
Recognised in other comprehensive income.
Derivatives not Designated as Hedging
Instruments
Derivatives Designated as Hedging
Instruments
The Company enters into commodity instruments to manage
In connection with a German governmental stock-piling re-
the fluctuation associated with commodity pricing on a defined
quirement and with fixed price contracts for the sale of bitumen
volume of inventory. The Company also uses financial instru-
in the UK, the Company enters into fixed price contracts to buy
ments (swaps and forward exchange contracts) to manage
and sell specified volumes of gasoline, gasoil and bitumen.
certain of its foreign currency risk. These derivative transac-
As a result, we enter into gasoline and fuel swaps and gasoil
tions have not been designated as effective hedges, therefore,
futures to manage the price risk associated with such fixed
any gains or losses arising from the changes in the fair value of
price contracts. There were no outstanding amounts related
these instruments is recorded in our Consolidated Statement
to hedges of German stock-piling requirements at December
of Comprehensive Income.
31, 2010 and 2009. The fair value for fuel swaps included as
an asset in the Consolidated Statement of Financial Position
at December 31, 2010 is USD 1.8 million (2009: USD 7.1 million). In 2010, the Company realized a gain of USD 1.1 million
(2009: USD 10.6 million) related to the hedging instruments
and a loss of USD 2.2 million (2009: USD 13.5 million) related
to the hedged items. During the year, the fair value of the gasoline and fuel swaps was determined through broker forward
curve quotations, whereas the fair value of gasoil futures was
obtained from published settlement quotes on the ICE.
Petroplus Holdings AG | Annual Report 2010 | Consolidated Financial Statements
|
123
Fair Value Hierarchy
Level 3: Techniques which use inputs which have a significant
The Company uses the following hierarchy for determining and
effect on the recorded fair value that are not based on observ-
disclosing the fair value of financial instruments by valuation
able market data.
technique:
The following table presents the Company’s assets and liabil
Level 1: Quoted (unadjusted) prices in active markets for iden-
ities that are measured at fair value at December 31, 2010 and
tical assets or liabilities.
2009:
Level 2: Other techniques for which all inputs which have a
significant effect on the recorded fair value are observable,
either directly or indirectly.
(in millions of USD)
Financial assets measured at fair value
December 31, 2010
Level 1
Level 2
Level 3
Total
Derivative financial instruments – held for trading
1.7
Derivative financial instruments – hedge accounting applied
1.8
2.5
–
4.2
–
–
1.8
–
–
34.6
34.6
3.5
2.5
34.6
40.6
Financial assets at fair value through profit or loss
Available-for-sale financial assets
Total assets measured at fair value
Financial liabilities measured at fair value
Financial liabilities at fair value through profit or loss
Derivative financial instruments – held for trading
–
1.2
–
1.2
–
1.2
–
1.2
Level 1
Level 2
Level 3
Total
Derivative financial instruments – held for trading
0.6
–
–
0.6
Derivative financial instruments – hedge accounting applied
7.1
–
–
7.1
–
–
27.7
27.7
7.7
–
27.7
35.4
Total liabilities measured at fair value
(in millions of USD)
Financial assets measured at fair value
December 31, 2009
Financial assets at fair value through profit or loss
Available-for-sale financial assets
Total assets measured at fair value
Financial liabilities measured at fair value
Financial liabilities at fair value through profit or loss
Derivative financial instruments – held for trading
Total liabilities measured at fair value
There were no transfers between Level 1 and Level 2 or into or
out of Level 3 during 2010 or 2009.
The Company carries unquoted equity shares as available-forsale financial assets classified as Level 3 within the fair value
hierarchy. For further details, including the impact of changes
during 2010, refer to Note 16 “Financial Assets Available-forSale”.
–
4.0
–
4.0
–
4.0
–
4.0
124 | Petroplus Holdings AG | Annual Report 2010 | Consolidated Financial Statements
29 Related Parties
The Company maintains business relationships with related
parties, including its subsidiaries, its associated companies,
other investments, and its key management personnel.
All related party transactions between the Company and its
subsidiaries are eliminated on consolidation and are not disclosed in this note. Details of transactions between the Company and other related parties are disclosed below.
Sales of goods
Purchases of
goods
Other transactions
Amounts owed by
related parties
December 31,
(in millions of USD)
2010
2009
2010
2009
2010
2009
2010
2009
Associates
Raffinerie du Midi
–
–
–
–
1.7
2.0
–
–
Groupement Pétrolier de Saint Pierre des Corps
–
–
–
–
0.6
–
–
–
Sempachtank AG
–
–
–
(0.1)
–
–
–
–
Société Genevoise des Pétroles SA
–
–
–
(0.1)
(0.2)
–
–
0.1
Pflichtlagergesellschaft für Mineralöle
0.4
–
–
–
5.5
–
–
–
Total
0.4
–
–
(0.2)
7.6
2.0
–
0.1
Sales to and purchases from related parties are made at normal
market prices. In general, outstanding balances at year-end are
unsecured, interest free and settlement typically occurs in cash.
There have been no guarantees provided or received for any related party receivables or payables. Additionally, no provisions
have been made for doubtful debts relating to amounts owed
by related parties. This assessment is undertaken each financial
year through examination of the financial position of the related
party and the market in which the related party operates.
Guarantees
Petroplus Holdings AG guarantees certain obligations of subsidiaries to third parties. For further information, see Note 7
“Contingent Liabilities/Guarantees and Pledges” in the Statutory Financial Statements of Petroplus Holdings AG.
Petroplus Holdings AG | Annual Report 2010 | Consolidated Financial Statements
|
125
30 Number of Employees
Compensation of Key Management Personnel
Effective September 1, 2009, Mr. Jean-Paul Vettier succeeded
Mr. Robert J. Lavinia as the CEO of the Company.
The following table sets out information on the number of fulltime equivalent employees we employed in the periods indi-
At the end of 2010, key management personnel includes four-
cated:
teen members (2009: fourteen), including nine non-executive
members of the BoD, the CEO of the Company, who is also a
Number of employees
December 31, 2010
December 31, 2009 1)
member of the BoD, and four members of the Executive Com-
Switzerland
494
500
mittee.
France
836
855
United Kingdom
615
742
The compensation for key management personnel as de-
Germany
411
391
scribed above, including one former member of BoD and three
Belgium
217
353
former members of the Executive Committee, was as follows:
Czech Republic
Total
(in millions of USD)
2010
2009
Short-term employee benefits
11.6
10.7
Post-employment benefits
0.5
0.6
Other long-term benefits
0.1
–
Termination benefits
3.1
–
Share-based payments 1)
3.3
3.7
18.6
15.0
Total compensation of key
management personnel
1)
The fair value of options/RSUs granted have been calculated in accordance with IFRS 2 Share-based Payment. In comparison to the treatment
under IFRS 2, where the fair value of the options/RSUs are recorded as an
expense over the vesting period, Swiss Code of Obligation requires the
presentation of the total fair value of the options/RSUs at the date of grant
and are based on the valuation principles contained in a tax ruling from
the Swiss tax authorities. The share-based payment expense above does
therefore not reconcile with the amount disclosed in Note 6 “Compensation, Shareholdings and Loans” in the Statutory Financial Statements of
Petroplus Holdings AG.
The compensation of key management personnel is determined by the Compensation Committee after considering the
performance of the individual and market trends.
Other
In March 2008, we entered into a partnership (“PBF”) with The
Blackstone Group and First Reserve, to evaluate acquisitions
of crude oil refineries in the United States, its possessions
and Eastern Canada. Mr. O’Malley serves as Chairman of the
BoD and CEO of PBF. On September 26, 2010, the Company
reached an agreement in principle with the Blackstone Group
and First Reserve, its partners in PBF, for the sale of Petroplus’
32.62 % share of PBF. The Company’s proportionate contribution for Mr. O’Malley’s compensation from PBF amounted to
USD 0.4 million for the time we held an interest in PBF in 2010
(2009: USD 0.5 million).
1)
2
4
2,575
2,845
Includes employees of the Antwerp Processing facility which had not
been sold during the period indicated.
126 | Petroplus Holdings AG | Annual Report 2010 | Consolidated Financial Statements
31 Acquisitions
As the finalization of the purchase price allocation did not
result in material changes in assets, liabilities or net income,
In 2010 and 2009, Petroplus did not acquire any new busi-
prior period balances were not adjusted. If the Company had
nesses.
restated the Consolidated Statement of Comprehensive Income based on the updated asset balance, net loss for the
Purchase Price Allocation Finalized in 2009 Regarding
twelve months ended December 31, 2008 would have been
the Acquisitions of the Petit Couronne and Reichstett
approximately USD 3.2 million lower and the net loss for the
Refineries in 2008
twelve months ended December 31, 2009 would have been
approximately USD 3.2 million higher. During 2009, the Com-
Pursuant to an Asset Purchase Agreement dated March 31,
pany collected USD 9.0 million in regards to the final purchase
2008, the Company completed the acquisition of refineries lo-
price adjustment.
cated in Petit Couronne and Reichstett, France. The aggregate
purchase consideration was USD 810.9 million.
The Company did not have access to sufficient information to
calculate a reliable estimate of the carrying amount of net as-
During 2008, the Company’s purchase price allocation was
sets prior to the acquisition.
calculated on a provisional basis. The allocation was finalized in
March 2009 upon final agreement with Shell as to the value of
The presentation of pro-forma financial information would re-
inventory, receivables and pension liabilities transferred to the
quire significant estimates and assumptions on behalf of the
Company, resulting in the following updates as detailed below:
Company and, therefore, cannot be presented. Additionally,
the Company does not generate financial information down to
the net income level for its refineries.
Purchase Consideration
(in millions of USD)
Purchase price
784.1
Fees
26.8
Total purchase consideration
810.9
Purchase Price Allocation
(in millions of USD)
Preliminary purchase
price allocation
Changes as
at acquisition date
Fair value
632.7
(1.4)
631.3
55.1
25.8
80.9
Assets acquired
Inventories
Other receivables and prepayments
Intangible assets
1.9
–
1.9
373.8
(29.3)
344.5
Investment in associates
13.4
–
13.4
Financial assets available-for-sale
27.7
–
27.7
Property, plant and equipment
Deferred tax assets
38.5
10.3
48.8
1,143.1
5.4
1,148.5
Trade payables
203.6
–
203.6
Other payables
35.4
26.0
61.4
Other financial liabilities
72.6
–
72.6
Total assets
Liabilities acquired
Total liabilities
311.6
26.0
337.6
Net assets acquired
831.5
(20.6)
810.9
Total purchase consideration
831.5
(20.6)
810.9
Net cash outflow from transaction
831.5
(20.6)
810.9
Petroplus Holdings AG | Annual Report 2010 | Consolidated Financial Statements
|
127
32 Subsidiaries
Share capital
(in millions local currency)
Subsidiary
2010
2009
Activities*
H/F, M
Switzerland
Petroplus Marketing AG, Zug
CHF
51.400
100.0 %
100.0 %
Petroplus Tankstorage AG, Zug
CHF
5.000
100.0 %
100.0 %
P/T
Petroplus Switzerland Investment GmbH, Zug
CHF
1.000
100.0 %
100.0 %
H/F
Petroplus Refining Cressier SA, Cressier
CHF
5.000
100.0 %
100.0 %
R
Société Immobilière Les Planches Vallier SA, Cressier
CHF
0.050
80.0 %
80.0 %
O
Oléoduc du Jura Neuchâtelois S.A., Cornaux
CHF
1.000
80.0 %
80.0 %
P/T
Belgium
Belgian Refining Corporation N.V., Antwerp
EUR
51.150
100.0 %
100.0 %
R
Petroplus Refining Antwerp Bitumen N.V., Antwerp 1)
USD
–
–
100.0 %
R
Petroplus Refining Antwerp N.V., Antwerp 1)
USD
–
–
100.0 %
R
Universal Holding N.V., Antwerp
USD
11.568
100.0 %
100.0 %
H/F
Petrobel N.V., Kontich
EUR
0.372
100.0 %
100.0 %
M
Argus International Ltd., Hamilton
USD
1,500.000
100.0 %
100.0 %
H/F
Petroplus Finance Ltd., Hamilton
USD
0.010
100.0 %
100.0 %
H/F
Petroplus Finance 2 Ltd., Hamilton
USD
1,450.000
100.0 %
100.0 %
H/F
Petroplus Finance 3 Ltd., Hamilton 2)
USD
–
–
100.0 %
H/F
EUR
0.002
99.9 %
99.9 %
H/F
–
–
100.0 %
M
CZK
148.489
100.0 %
100.0 %
M
SKI Participations SA, Villeneuve d’Ascq
EUR
0.045
100.0 %
100.0 %
H/F
Société Française du Pipeline du Jura, Paris
EUR
3.114
100.0 %
100.0 %
P/T
Petroplus Holdings France SAS, Paris la Défense Cedex
EUR
76.561
100.0 %
100.0 %
H/F
Petroplus Marketing France SAS, Paris la Défense Cedex
EUR
20.731
100.0 %
100.0 %
M
Bermuda
Cyprus
Rivermill Investments Ltd., Nicosia
Czech Republic
Marimpex Prague (branch office), Prague 2)
Petroplus Czech Republic s.r.o., Prague 3)
France
Petroplus Raffinage Petit-Couronne SAS, Petit Couronne
EUR
89.724
100.0 %
100.0 %
R
Petroplus Pipelines Petit-Couronne SAS, Petit Couronne
EUR
1.370
100.0 %
100.0 %
P/T
Petroplus Raffinage Reichstett SAS, Reichstett
EUR
40.854
100.0 %
100.0 %
R
Petroplus Pipelines Reichstett SAS, Reichstett
EUR
0.388
100.0 %
100.0 %
P/T
* Activities:
H/F = Holding/Finance:
M = Marketing:
R = Refining:
P/T = Pipeline/Tankstorage:
O = Other:
This entity is a holding company and/or performs finance functions for the Group.
This entity performs marketing and sales activities for the Group.
This entity performs refining activities for the Group.
This entity is either a pipeline or a tankstorage.
Includes property and waste disposal.
128 | Petroplus Holdings AG | Annual Report 2010 | Consolidated Financial Statements
Subsidiary
Share capital
(in millions local currency)
2010
2009
Activities
Germany
Marimpex Mineralöl-Handelsgesellschaft mbH, Hamburg
EUR
6.647
100.0 %
100.0 %
H/F
Petroplus Deutschland GmbH, Ingolstadt
EUR
2.960
100.0 %
100.0 %
M
Petroplus Raffinerie Ingolstadt GmbH, Kösching
EUR
10.000
100.0 %
100.0 %
R
Petroplus Bayern GmbH, Kösching
EUR
0.170
100.0 %
100.0 %
M
Petroplus Tankstorage Holding GmbH, Ingolstadt 4)
EUR
–
–
100.0 %
H/F
Petroplus Tankstorage Holding Deutschland GmbH,
EUR
0.025
100.0 %
100.0 %
H/F
Petroplus Holdings B.V., Rotterdam
EUR
0.113
100.0 %
100.0 %
H/F
Petroplus International B.V., Rotterdam
EUR
1.235
100.0 %
100.0 %
H/F
GBP
0.010
100.0 %
100.0 %
M
Petroplus Refining & Marketing Ltd., Stanford-Le-Hope
GBP
79.790
100.0 %
100.0 %
R
Petroplus Refining Teesside Ltd., Middlesbrough
GBP
0.020
100.0 %
100.0 %
M
Argus International S. à r. l., Munsbach
EUR
0.040
100.0 %
100.0 %
H/F
Argus Energy S. à r. l., Munsbach
EUR
0.040
100.0 %
100.0 %
H/F
EUR
–
–
100.0 %
H/F
USD
–
–
100.0 %
H/F
Ingolstadt
The Netherlands
United Kingdom
Petroplus Marketing Ltd., Teesside, Middlesbrough
Luxemburg
Portugal
Refinaria Vasco da Gama, Lisboa 2)
USA
Argus Services Corporation, Delaware 2)
1)
Sold in 2010.
Liquidated in 2010.
Contribution in kind from parent company Marimpex Mineralöl-Handelsgesellschaft mbH, Hamburg to Petroplus Czech Republic s.r.o., Prague,
in 2010.
4) Merged with Marimpex Mineralöl-Handelsgesellschaft mbH, Hamburg, in 2010.
2)
3)
Petroplus Holdings AG | Annual Report 2010 | Consolidated Financial Statements
Investments in associates
Share capital
(in millions local currency)
|
129
2010
2009
Activities
Switzerland
Pflichtlagergesellschaft für Mineralöle, Zug
CHF
1.000
35.0 %
35.0 %
P/T
SOGEP Société Genevoise des Pétroles, Vernier
CHF
0.100
32.0 %
32.0 %
P/T
Sempachtank AG, Neuenkirch
CHF
0.113
22.0 %
22.0 %
P/T
Raffinerie du Midi, Paris
EUR
3.432
33.3 %
33.3 %
P/T
Groupement Pétrolier de Saint Pierre des Corps, Cergy
EUR
0.330
20.0 %
20.0 %
P/T
USD
–
–
35.4 %
H/F
Share capital
(in millions local currency)
2010
2009
Activities
France
USA
PBF Investments LLC and Affiliates, Greenwich, CT 1)
Investments available-for-sale
France
Entrepôt Pétrolier de Valenciennes, Haulchin
EUR
0.480
16.0 %
16.0 %
P/T
Entrepôt Pétrolier de Mulhouse, Illzach
EUR
0.287
14.3 %
14.3 %
P/T
Société des Transports Pétroliers par Pipeline (Trapil), Paris EUR
13.160
5.5 %
5.5 %
P/T
0.240
1.1 %
1.1 %
O
Société Anonyme de Gestion des Stocks de Sécurité
EUR
(SAGESS), Cedex
Germany
RBE-Rheinische Bio Ester GmbH & Co. KG, Neuss 1)
EUR
–
–
15.0 %
R
GSB Sonderabfallentsorgung Bayern GmbH, Bayern
EUR
42.260
0.3 %
0.3 %
O
Deutsche Transalpine Ölleitung GmbH, Munich 2)
EUR
5.150
10.0 %
–
P/T
EUR
18.200
10.0 %
–
P/T
Società Italiana per l’Oleodotto Transalpino S.p.A., Trieste 2) EUR
4.900
10.0 %
–
P/T
0.653
12.3 %
12.3 %
P/T
Austria
Transalpine Ölleitung in Österreich Gesellschaft m.b.H.,
Innsbruck 2)
Italy
Switzerland
SAPPRO SA (Société du Pipeline à Produits
CHF
Pétroliers sur Territoire Genevois), Vernier
1)
2)
Sold in 2010.
Transfer of legal ownership in 2010.
None of the above listed subsidiaries, associates or investments available-for-sale are listed on SIX or any other stock
exchange.
130 | Petroplus Holdings AG | Annual Report 2010 | Consolidated Financial Statements
33 Subsequent Events
34 Authorization of Consolidated
Financial Statements
New Chairman of the Board of Directors
On February 3, 2011, Petroplus announced that Thomas
These Consolidated Financial Statements have been auth
D. O’Malley’s retirement as Chairman and member of the
orized for issue by the Board of Directors on February 28, 2011
BoD, originally announced on December 8, 2010 and effective
and will be recommended for approval at the Annual Share-
May 5, 2011, was brought forward to the Petroplus Board
holders’ Meeting on May 5, 2011.
meeting on February 2, 2011, due to the continuing rapid development of PBF Energy Company LLC, of which he is Chair-
Zug, February 28, 2011
man of the BoD. Patrick Monteiro de Barros, formerly Vice
Chairman of the Board, has succeeded Mr. O’Malley as Chair-
Petroplus Holdings AG
man.
For the Board of Directors
With the recent sale of Petroplus’ interest in PBF Energy Company LLC, of which Mr. O’Malley was also Chairman of the BoD,
and the pending development of PBF into an operating Atlantic
Patrick Monteiro de Barros
Basin oil refiner, the Petroplus Board and Mr. O’Malley decided
Chairman of the Board of Directors
that, from a corporate governance perspective, it would not be
advisable for him to remain as Chairman of both organizations.
There are no events to report that had an influence on the
Consolidated Statement of Financial Position or the Consolidated Statement of Comprehensive Income for the year ended
December 31, 2010.
Petroplus Holdings AG | Annual Report 2010 | Consolidated Financial Statements
Report of the Statutory Auditor
|
131
132 | Petroplus Holdings AG | Annual Report 2010 | Consolidated Financial Statements
Petroplus Holdings AG | Annual Report 2010 | Consolidated Financial Statements
(This page has been left blank intentionally.)
|
133
Statutory
Financial
Statements
136
I
137
I
138
I
150
I
Income Statements for the years ended
December 31, 2010 and 2009
Balance Sheets at December 31,
2010 and 2009
Notes to the Statutory Financial
Statements 2010 and 2009
Report of the Statutory Auditor
136 | Petroplus Holdings AG | Annual Report 2010 | Statutory Financial Statements
Income Statements for the years ended December 31,
2010 and 2009
(in millions of CHF)
2010
2009
Financial income
26.7
21.8
Total income
26.7
21.8
(29.0)
(8.1)
Capital issue expenses
(6.0)
(12.7)
Administrative expenses
(6.5)
(9.5)
Total expenses
(41.5)
(30.3)
Loss before taxes
(14.8)
(8.5)
Financial expenses
Income taxes
Net loss
–
–
(14.8)
(8.5)
Petroplus Holdings AG | Annual Report 2010 | Statutory Financial Statements
|
137
Balance Sheets at December 31, 2010 and 2009
(in millions of CHF)
Notes
2010
2009
Current assets
Cash and short-term deposits
0.2
0.3
Other receivables from subsidiaries
203.3
68.2
Other receivables and prepayments
0.1
0.3
203.6
68.8
2,824.1
2,824.1
Total current assets
Non-current assets
Investments
3
Total non-current assets
2,824.1
2,824.1
Total assets
3,027.7
2,892.9
Other payables to subsidiaries
5.2
6.4
Other payables and accrued expenses
1.8
1.3
Total current liabilities
7.0
7.7
Current liabilities
Non-current liabilities
Long-term deferred income
9.3
4.9
Total non-current liabilities
9.3
4.9
16.3
12.6
Total liabilities
Shareholders’ equity
Share capital
5
712.3
654.3
Share premium
5
87.9
161.7
Legal reserves
5
131.0
113.0
Free reserves
5
2,095.0
1,959.8
Net loss
5
(14.8)
(8.5)
Total shareholders’ equity
3,011.4
2,880.3
Total liabilities and shareholders’ equity
3,027.7
2,892.9
138 | Petroplus Holdings AG | Annual Report 2010 | Statutory Financial Statements
Notes to the Statutory Financial Statements
2010 and 2009
1 General
4 Major Shareholders
Petroplus Holdings AG (the “Company” or “Petroplus”), Zug,
The following shareholders of Petroplus Holdings AG own
Switzerland is a publicly traded company listed in the main
more than 5 % of the voting rights as at December 31, 2010
segment of the SIX Swiss Exchange (“SIX”). The address of its
and 2009 according to the requirements of Art. 663c of the
registered office is Petroplus Holdings AG, Industriestrasse 24,
Swiss Code of Obligation (“CO”):
6300 Zug, Switzerland.
Significant Shareholders
Janus Capital Group, USA 1)
2 Accounting Policies
1)
These Statutory Financial Statements of Petroplus comply
with the requirements of Swiss law.
2010
2009
10.1 %
n.a.
Janus Capital Group, located at 151 Detroit Street, Denver, CO 80209,
USA, is the parent company of Janus Capital Management LLC. Janus
Capital Management LLC is an investment company and manages US
and global portfolios. Janus Capital Group has reported on August 9,
2010 their ownership of 10.13 % (after a reported ownership of 5.56 %
on April 21, 2010 and 3.66 % on April 19, 2010).
Presentation
All amounts included in these Statutory Financial Statements
are presented in millions of Swiss Francs (“CHF”) except where
To the best of the Company’s knowledge, no other share-
otherwise indicated.
holder holds 5 % or more of Petroplus Holdings AG shares at
December 31, 2010 and 2009.
Foreign Exchange Rate Differences
Assets and liabilities denominated in foreign currencies are
Subsequent to December 31, 2010 and prior to the author
translated into CHF using year-end rates. Transactions dur-
ization of the Annual Report 2010 on February 28, 2011, FMR
ing the year which are denominated in foreign currencies are
Corp. reported an increase in their ownership from 4.92 %
translated at exchange rates effective at the relevant transac-
to 5.04 % on January 31, 2011, and subsequently reported a
tion dates. Resulting exchange gains and losses are recog-
decrease in their ownership to 4.95 % on February 15, 2011.
nized in the Income Statement with the exception of net unre-
FMR Corp., located at 82 Devonshire Street, Boston, MA
alized gains which are deferred.
02109, USA, is the parent company of Fidelity Management
& Research Company, an investment manager for US mutual
Investments
funds, and Fidelity Management Trust Company, a US state
Investments are valued at acquisition cost less adjustments for
chartered bank which acts as a trustee or investment manager
impairment of value.
for various pension and trust accounts.
3 Investments
As at December 31, 2010 and 2009 Petroplus Holdings AG
holds direct interests in the following companies:
2010 1)
2009
Argus International Ltd., Bermuda
100 %
100 %
Petroplus Finance Ltd., Bermuda
100 %
100 %
–
100 %
100 %
100 %
Petroplus Finance 3 Ltd., Bermuda 2)
Petroplus International B.V.,
The Netherlands
1)
Details of the individual share capitals in local currency and purpose of
the entities are disclosed in Note 32 “Subsidiaries” of the Consolidated
Financial Statements.
2) Liquidated in 2010.
Petroplus Holdings AG | Annual Report 2010 | Statutory Financial Statements
|
139
5 Share Capital of Petroplus Holdings AG
At December 31, 2010 and 2009, the Company had the following issued, authorized and conditional share capital:
2010
2009
Nominal value
per share in
CHF
Share Capital
in millions of
CHF
Number
of shares
Nominal value
per share in
CHF
Share Capital
in millions of
CHF
Number
of shares
Issued share capital
7.48
712.3
95,230,953
7.58
654.3
86,325,289
Authorized share capital
7.48
251.4
33,615,057
7.58
130.9
17,265,057
Conditional share capital
7.48
217.6
29,096,005
7.58
108.8
14,351,669
The following table shows the changes in Equity for the years
ended December 31, 2010 and 2009:
(in millions of CHF)
Share
capital
Share
premium
Legal
reserves
Free
reserves
Accumulated loss
Net loss
Total
Equity
Balance as at January 1, 2009
564.9
2,179.0
–
–
(85.6)
(20.6)
2,637.7
Issuance of shares (public offering)
130.9
161.7
–
–
–
–
292.6
Repayment of nominal share capital
(41.5)
–
–
–
–
–
(41.5)
–
(2,179.0)
113.0
2,066.0
–
–
–
–
–
–
–
(20.6)
20.6
–
Allocation of share premium to reserves
1)
Allocation to accumulated loss
Allocation to free reserves 1)
–
–
–
(106.2)
106.2
–
–
Net loss 2009
–
–
–
–
–
(8.5)
(8.5)
654.3
161.7
113.0
1,959.8
–
(8.5)
2,880.3
65.6
85.8
–
–
–
–
151.4
1.9
2.1
–
–
–
–
4.0
(9.5)
Balance as at December 31, 2009
Issuance of shares (private placement)
Issuance of shares under stock option plan
Repayment of nominal share capital
(9.5)
–
–
–
–
–
Allocation of share premium to reserves 2)
–
(161.7)
18.0
143.7
–
–
–
Allocation to accumulated loss
–
–
–
–
(8.5)
8.5
–
Allocation to free reserves 2)
–
–
–
(8.5)
8.5
–
–
Net loss 2010
Balance as at December 31, 2010
1)
–
–
–
–
–
(14.8)
(14.8)
712.3
87.9
131.0
2,095.0
–
(14.8)
3,011.4
Allocation of share capital to legal reserves and free reserves in accordance with the Board of Directors proposal for the year ended
December 31, 2008 which was approved at the Annual General Meeting on May 6, 2009.
2) Allocation of share capital to legal reserves and free reserves in accordance with the Board of Directors proposal for the year ended
December 31, 2009 which was approved at the Annual General Meeting on May 5, 2010.
140 | Petroplus Holdings AG | Annual Report 2010 | Statutory Financial Statements
6 Compensation, Shareholdings and Loans
Compensation for Acting Members of Governing Bodies for 2010
The following tables illustrate the compensation earned by the members of the Board of Directors and the Executive Committee for 2010
based on the requirements of Article 663bbis CO:
Compensation for the Members of the Board of Directors 1)
2010
Salary
BoD fees 2)
Other 3)
Pension, health
and fringe
benefits 4)
Fair value of
RSUs
granted 5)
Total compensation
600.0
–
–
35.5
–
635.5
–
277.5
–
–
–
277.5
–
368.5
–
19.9
–
388.4
–
268.5
–
12.7
–
281.2
–
252.0
–
–
–
252.0
–
263.0
–
12.4
–
275.4
–
288.5
–
–
–
288.5
–
274.0
–
13.0
–
287.0
–
257.5
–
–
–
257.5
2,400.0
–
90.0
135.4
428.1
3,053.5
3,000.0
2,249.5
90.0
228.9
428.1
5,996.5
–
140.0
–
6.6
–
146.6
–
140.0
–
6.6
–
146.6
3,000.0
2,389.5
90.0
235.5
428.1
6,143.1
(in thousands of CHF)
Board of Directors
Thomas D. O’Malley
(Chairman, non-executive member)
Patrick Monteiro de Barros
(Vice Chairman and Chairperson,
non-executive member)
Markus Dennler
(Non-executive member and Chairperson)
Walter Grüebler
(Non-executive member)
Robert J. Lavinia
(Non-executive member and former CEO)
Maria Livanos Cattaui
(Non-executive member)
Eija Malmivirta
(Non-executive member and Chairperson)
Werner G. Müller
(Non-executive member)
Patrick Power
(Non-executive member)
Jean-Paul Vettier 6)
(Executive member and CEO)
Total Board of Directors
Former Member of Board of Directors
Ernst Weil 7)
(Non-executive member)
Total Former Board of Directors
Total
Footnotes for the table above are outlined on page 142.
Petroplus Holdings AG | Annual Report 2010 | Statutory Financial Statements
|
141
Compensation for the Members of the Executive Committee 1)
2010
Salary
Bonuses 8)
Termination
benefits
Other 3)
Pension,
health
and fringe
benefits 4)
Fair value
of options/
RSUs
granted 5)
Total compensation
1,216.7
180.0
–
–
204.6
272.9
1,874.2
456.8
180.0
–
62.5
125.9
209.7
1,034.9
675.0
240.0
–
–
174.5
166.6
1,256.1
405.9
180.0
–
48.5
100.7
161.5
896.6
2,754.4
780.0
–
111.0
605.7
810.7
5,061.8
(in thousands of CHF)
Executive Committee
Chester J. Kuchta
(Executive Vice President and
Chief Operating Officer)
Peter F. Senkbeil 9)
(General Manager Refining)
W. Thomas Skok
(General Counsel and Corporate Secretary)
Joseph D. Watson 10)
(Executive Vice President and
Chief Financial Officer)
Total Executive Committee
Former Members of the Executive Committee
Michael D. Gayda 11)
205.9
14)
–
–
16.9
23.2
–
246.0
185.8
14)
–
1,522.5
14.6
111.2
272.9
2,107.0
957.9
14)
–
1,500.0
43.1
243.8
272.9
3,017.7
(Executive Vice President and General Counsel)
Bruce A. Jones 12)
(Executive Vice President and
Chief Operating Officer)
Karyn F. Ovelmen 13)
(Executive Vice President and
Chief Financial Officer)
Total Former Executive Committee
1,349.6
–
3,022.5
74.6
378.2
545.8
5,370.7
Total
4,104.0
780.0
3,022.5
185.6
983.9
1,356.5
10,432.5
Footnotes for the table above are outlined on page 142.
142 | Petroplus Holdings AG | Annual Report 2010 | Statutory Financial Statements
Footnotes for the tables on page 140 & 141
1)
2)
3)
4)
5)
Compensation is disclosed gross of withholding tax and employee social security contributions. The compensation does not include reimbursements
for travel and other necessary business expenses incurred in the performance of their services as these are not considered compensation. Compensation for members of the Board of Directors with executive functions (Mr. Vettier) is disclosed within the compensation for the members of the Board
of Directors.
Includes the annual compensation of the Board of Directors fees and the compensation fee for each board or committee meeting attended.
Represents housing and personal transportation costs for Mr. Vettier, long-term service benefits for Mr. Senkbeil, relocation and settling in allowance
for Mr. Watson and relocation allowance for Mr. Gayda, Mr. Jones and Ms. Ovelmen.
Includes the employer pension contribution (if applicable; state old age and survivors insurance {AHV}, disability insurance {IV}, pension fund), health/
accident insurance and other fringe benefits.
Details regarding options and RSUs granted during 2010:
Type*
Grant date
Number
Exercise
price
(in CHF)
Fair value
(CO)**
Vesting
(in years)
Life time
(in years)
Jean-Paul Vettier
RSU
04.01.2010
27,209
–
15.73
1, 2, 3
1, 2, 3
Chester J. Kuchta
RSU
04.01.2010
17,345
–
15.73
1, 2, 3
1, 2, 3
Peter F. Senkbeil
RSU
02.02.2010
10,000
–
15.21
1, 2, 3
1, 2, 3
RSU
01.10.2010
4,000
–
9.57
1, 2, 3
1, 2, 3
Call-Option
01.10.2010
6,000
11.92
3.23
4
10
RSU
02.02.2010
8,000
–
15.21
1, 2, 3
1, 2, 3
Name
W. Thomas Skok
RSU
01.10.2010
3,000
–
9.57
1, 2, 3
1, 2, 3
Call-Option
01.10.2010
5,000
11.92
3.23
4
10
Call-Option
01.10.2010
50,000
11.92
3.23
4
10
Bruce A. Jones
RSU
04.01.2010
17,345
–
15.73
Exit date
n/a
Karyn F. Ovelmen
RSU
04.01.2010
17,345
–
15.73
Exit date
n/a
Joseph D. Watson
*)
Further details of options and RSUs are disclosed in Note 22 “Shareholders’ Equity” and Note 24 “Share-based Payments” of the Consolidated
Financial Statements.
**) The fair value of options/RSUs granted have been calculated in accordance with IFRS 2 Share-based Payment, using the Black-Scholes Model
(see Note 24 “Share-based Payments” of the Consolidated Financial Statements for details on calculation of the fair value and assumptions made).
In comparison to the treatment under IFRS 2, where the fair value of the options/RSUs are recorded as an expense over the vesting period,
Swiss Code of Obligation (“CO”) requires the presentation of the total fair value of the options/RSUs at the date of grant. The values of options/
RSUs granted are reported based on the valuation principles contained in a tax ruling from the Swiss Tax Authorities, reflecting the principles
as disclosed in the Kreisschreiben Nr. 5. Values of options/RSUs granted are discounted by 6 % per year depending on the length of the vesting
period. For example, the value of an option award subject to a two-year vesting period calculated in accordance with the methodology described
in the Kreisschreiben Nr. 5 equals 89 % of its market value at the grant date. However, the future compensation out of these options/RSUs granted
will depend on the individual person’s employment with the Company, on the future development of the Company’s share price and the timing of
exercise.
6)
At the fourth Annual General Meeting of Petroplus Holdings AG on May 5, 2010, Jean-Paul Vettier was elected member of the Board of Directors for
a tenure of three years.
7) At the fourth Annual General Meeting of Petroplus Holdings AG on May 5, 2010, Ernst Weil retired as member of the Board of Directors, effective
May 6, 2010. The compensation covers the period from January 1, 2010, until June 30, 2010.
8) Bonus for the financial year 2010. Accrued as of December 31, 2010 and will be paid in March 2011. Bonus relates to individual performance targets
achieved. No bonus has been awarded related to financial results as goals were not met.
9) Effective February 2, 2010, Peter F. Senkbeil was appointed General Manager Refining. The compensation covers the period from February 2, 2010,
until December 31, 2010.
10) Effective August 5, 2010, Joseph D. Watson was appointed Executive Vice President and CFO. The compensation covers the period from August 5,
2010, until December 31, 2010.
11) Effective December 15, 2009, Michael D. Gayda resigned as General Counsel. Mr. Gayda continued to serve as an employee in a transition position
until his retirement on January 31, 2010. The compensation covers the period from January 1, 2010, until January 31, 2010.
12) Effective November 23, 2009, the Company’s commercial and refinery operations were combined and Bruce A. Jones’ position was eliminated.
Mr. Jones continued to serve as an employee in a transition position until February 28, 2010. The compensation covers the period from January 1, 2010,
until February 28, 2010.
13) Effective August 4, 2010, Karyn F. Ovelmen resigned as Executive Vice President and CFO. The compensation covers the period from January 1, 2010,
until August 31, 2010.
14) Includes payments for vacation not taken.
Petroplus Holdings AG | Annual Report 2010 | Statutory Financial Statements
|
143
Compensation for Acting Members of Governing Bodies for 2009
The following tables illustrate the compensation earned by the members of the Board of Directors and the Executive Committee for
2009 based on the requirements of Article 663bbis CO:
Compensation for the Members of the Board of Directors 1)
2009
Salary
BoD fees 2)
Bonuses 3)
Pension, health
and fringe
benefits 4)
Fair value of
options/RSUs
granted 5)
Total compensation
500.0
–
400.0
50.1
–
950.1
–
293.0
–
–
–
293.0
–
378.6
–
20.3
–
398.9
–
278.6
–
13.2
–
291.8
900.0
–
700.0
242.4
983.7
2,826.1
–
256.6
–
12.1
–
268.7
–
293.0
–
–
–
293.0
–
262.0
–
12.4
–
274.4
–
273.0
–
–
–
273.0
–
273.0
–
13.0
–
286.0
1,400.0
2,307.8
1,100.0
363.5
983.7
6,155.0
(in thousands of CHF)
Thomas D. O’Malley
(Chairman, non-executive member)
Patrick Monteiro de Barros
(Vice Chairman and Chairperson,
non-executive member)
Markus Dennler
(Non-executive member and Chairperson)
Walter Grüebler
(Non-executive member)
Robert J. Lavinia 6)
(Non-executive member and former CEO)
Maria Livanos Cattaui
(Non-executive member)
Eija Malmivirta
(Non-executive member and Chairperson)
Werner G. Müller
(Non-executive member)
Patrick Power
(Non-executive member)
Ernst Weil
(Non-executive member)
Total
1)
Compensation is disclosed gross of withholding tax and employee social security contributions. The compensation does not include reimbursements
for travel and other necessary business expenses incurred in the performance of their services as these are not considered compensation.
2) Includes the annual compensation of the Board of Directors fees and the compensation fee for each board or committee meeting attended.
3) Bonus for the financial year 2009. Paid in December 2009.
4) Includes the employer pension contribution (if applicable; state old age and survivors’ insurance {AHV}, disability insurance {IV}, pension fund
{only for Mr. Lavinia}), health/accident insurance and other fringe benefits.
5) Options of 55,782 granted during 2009 have a life of ten years and will vest in equal amounts on the first, second and third anniversary of the respective grant date. The options provide Mr. Lavinia with the right to purchase one share at the offer price of CHF 21.41. RSUs of 34,673 granted during
2009 will vest in equal amounts on the first, second and third anniversary of the respective grant date. The RSUs provide Mr. Lavinia with the right to
receive one share upon vesting. The fair value of options/RSUs granted have been calculated in accordance with IFRS 2 Share-based Payment, using
the Black-Scholes Model (see Note 24 “Share-based Payments” of the Consolidated Financial Statements for details on calculation of the fair value
and assumptions made). In comparison to the treatment under IFRS 2, where the fair value of the options/RSUs are recorded as an expense over the
vesting period, CO requires the presentation of the total fair value of the options/RSUs at the date of grant. The values of options/RSUs granted are
reported based on the valuation principles contained in a tax ruling from the Swiss Tax Authorities, reflecting the principles as disclosed in the Kreis
schreiben Nr. 5. Values of options/RSUs granted are discounted by 6 % per year depending on the length of the vesting period. For example, the value
of an option award subject to a two-year vesting period calculated in accordance with the methodology described in the Kreisschreiben Nr. 5 equals
89 % of its market value at the grant date. According to this methodology, the options/RSUs granted with a vesting period of 1, 2 and 3 years had an
average value of CHF 6.99 per option and CHF 17.24 per RSU at grant date. However, the future compensation out of these options/RSUs granted will
depend on the individual person’s employment with the Company, on the future development of the Company’s share price and the timing of exercise.
6) Mr. Lavinia retired as CEO effective September 1, 2009. Mr. Lavinia continued to serve as an employee in a transition position until the end of 2009.
He will remain as a non-executive member of the Board of Directors. The compensation covers the period from January 1, 2009 until December 31,
2009.
144 | Petroplus Holdings AG | Annual Report 2010 | Statutory Financial Statements
Compensation for the Members of the Executive Committee 1)
2009
Salary
Bonuses 2)
Other 3)
Pension, health
and fringe
benefits 4)
Fair value of
options/RSUs
granted 5)
Total compensation
400.0
400.0
35.2
52.0
90.8
978.0
783.3
–
550.0
184.2
705.4
2,222.9
783.3
–
550.0
233.5
705.4
2,272.2
30.8
–
–
3.9
–
34.7
1,997.4
400.0
1,135.2
473.6
1,501.6
5,507.8
783.3
–
550.0
196.7
705.4
2,235.4
783.3
–
550.0
195.9
705.4
2,234.6
Total Former Executive Committee
1,566.6
–
1,100.0
392.6
1,410.8
4,470.0
Total
3,564.0
400.0
2,235.2
866.2
2,912.4
9,977.8
(in thousands of CHF)
Executive Committee
Jean-Paul Vettier 6)
(Chief Executive Officer)
Chester J. Kuchta
(Executive Vice President and
Chief Operating Officer)
Karyn F. Ovelmen
(Executive Vice President and
Chief Financial Officer)
W. Thomas Skok 7)
(General Counsel and Corporate Secretary)
Total Executive Committee
Former Members of the Executive Committee
Bruce A. Jones 8)
(Executive Vice President and
Chief Operating Officer)
Michael D. Gayda 9)
(Executive Vice President and General Counsel)
1)
Compensation is disclosed gross of withholding tax and employee social security contributions. The compensation does not include reimbursements
for travel and other necessary business expenses incurred in the performance of their services as these are not considered compensation and does
not include compensation for members of the Board of Directors with executive functions (Mr. Lavinia).
2) Represents the prorated portion of Mr. Vettier’s annual minimum bonus accrued as at December 31, 2009 which was paid in March 2010.
3) Represents housing and personal transportation costs for Mr. Vettier. Payments to Mr. Kuchta, Mrs. Ovelmen, Mr. Jones and Mr. Gayda represent
retention payments paid in December 2009.
4) Includes the employer pension contribution (state old age and survivors insurance {AHV}, disability insurance {IV}, pension fund), health/accident in
surance and other fringe benefits.
5) Total options of 148,748 (37,187 each for Mr. Kuchta, Mrs. Ovelmen, Mr. Jones and Mr. Gayda) granted during 2009 have a life of ten years and will
vest in equal amounts on the first, second and third anniversary of the respective grant date. The options provide the holder with the right to purchase
one share at the offer price of CHF 21.41. RSUs of 109,164 (whereof 5,144 RSUs granted to Mr. Vettier and 26,005 RSUs each for Mr. Kuchta, Mrs.
Ovelmen, Mr. Jones and Mr. Gayda) granted during 2009 will vest in equal amounts on the first, second and third anniversary of the respective grant
date. The RSUs provide the holder with the right to receive one share upon vesting. The fair value of options/RSUs granted have been calculated in
accordance with IFRS 2 Share-based Payment, using the Black-Scholes Model (see Note 24 “Share-based Payments” of the Consolidated Financial
Statements for details on calculation of the fair value and assumptions made). In comparison to the treatment under IFRS 2, where the fair value of the
options/RSUs are recorded as an expense over the vesting period, CO requires the presentation of the total fair value of the options/RSUs at the date
of grant. The values of options/RSUs granted are reported based on the valuation principles contained in a tax ruling from the Swiss Tax Authorities, reflecting the principles as disclosed in the Kreisschreiben Nr. 5. Values of options/RSUs granted are discounted by 6 % per year depending on
the length of the vesting period. For example, the value of an option award subject to a two-year vesting period calculated in accordance with the
methodology described in the Kreisschreiben Nr. 5 equals 89 % of its market value at the grant date. According to this methodology, the options/RSUs
granted with a vesting period of 1, 2 and 3 years had an average value of CHF 6.99 per option and CHF 17.24 per RSU at grant date. However, the
future compensation out of these options/RSUs granted will depend on the individual person’s employment with the Company, on the future development of the Company’s share price and the timing of exercise.
6) Effective September 1, 2009, Mr. Vettier was appointed CEO, replacing Mr. Lavinia. The compensation covers the period from September 1, 2009, until
December 31, 2009.
7) Effective December 15, 2009, Mr. Skok was appointed General Counsel, replacing Mr. Gayda. Compensation for Mr. Skok covers the period from
December 15, 2009, until December 31, 2009.
8) Effective November 23, 2009, the Company’s commercial and refinery operations were combined and Mr. Jones’ position was eliminated. Mr. Jones
will continue to serve as an employee in a transition position until February 28, 2010. The compensation covers the period from January 1, 2009, until
December 31, 2009.
9) Effective December 15, 2009, Mr. Gayda resigned as General Counsel. Mr. Gayda continued to serve as an employee in a transition position until his
retirement on January 31, 2010. The compensation covers the period from January 1, 2009, until December 31, 2009.
Petroplus Holdings AG | Annual Report 2010 | Statutory Financial Statements
|
145
Shares, RSUs and Options Ownership
The following table shows the total of shares, RSUs and options held by each member of the Board of Directors and members
of the Executive Committee based on the requirements of Article 663c, par 3 of the CO:
Board of Directors 1)
Shares 2)
(in shares)
RSUs 2, 3)
2010
2009
2010
2009
2,037,168
2,327,168
–
–
2.14 %
2.70 %
Patrick Monteiro de Barros
325,350
325,350
(Vice Chairman and Chairperson,
0.34 %
0.38 %
20,758
20,758
0.02 %
0.02 %
19,632
19,632
0.02 %
0.02 %
42,673
8,000
0.04 %
0.01 %
Maria Livanos Cattaui
4,375
4,375
(Non-executive member)
0.01 %
0.01 %
Eija Malmivirta
1,093
1,093
(Non-executive member and
0.00 %
0.00 %
Werner G. Müller
3,000
3,000
(Non-executive member)
0.00 %
0.00 %
Patrick Power
2,340
2,340
(Non-executive member)
0.00 %
0.00 %
Jean-Paul Vettier
1,715
–
(Executive member and CEO)
0.00 %
Thomas D. O’Malley
(Chairman,
Options 2, 4)
2010
2009
1,739,638 1,739,638
Total holdings 2)
2010
2009
3,776,806 4,066,806
1.83 %
2.01 %
3.97 %
4.71 %
98,212
98,212
423,562
423,562
0.10 %
0.11 %
0.44 %
0.49 %
9,934
9,934
30,692
30,692
0.01 %
0.01 %
0.03 %
0.04 %
9,934
9,934
29,566
29,566
0.01 %
0.01 %
0.03 %
0.03 %
34,673
66,618
66,618
109,291
109,291
0.04 %
0.07 %
0.08 %
0.11 %
0.13 %
–
10,836
10,836
15,211
15,211
0.01 %
0.01 %
0.02 %
0.02 %
10,836
10,836
11,929
11,929
0.01 %
0.01 %
0.01 %
0.01 %
10,836
10,836
13,836
13,836
0.01 %
0.01 %
0.01 %
0.02 %
10,836
10,836
13,176
13,176
0.01 %
0.01 %
0.01 %
0.02 %
–
–
32,353
5,144
0.03 %
0.01 %
non-executive member)
–
–
non-executive member)
Markus Dennler
(Non-executive member and
–
–
Chairperson)
Walter Grüebler
(Non-executive member)
Robert J. Lavinia
(Non-executive member and
–
–
–
former CEO)
–
–
–
Chairperson)
Total
Total in %
–
–
–
–
30,638
5,144
0.03 %
0.01 %
30,638
39,817
3.14 %
0.03 %
0.05 %
2.07 %
2.28 %
4.68 %
5.47 %
n/a
12,500
n/a
–
n/a
10,836
n/a
23,336
n/a
12,500
n/a
–
n/a
10,836
n/a
23,336
2,458,104 2,711,716
2.58 %
1,967,680 1,967,680
4,456,422 4,719,213
Former Member of Board of Directors 1)
Ernst Weil
(Non-executive member)
Total
0.01 %
Total in %
Footnotes for the table above are outlined on page 147.
0.01 %
0.01 %
0.01 %
0.02 %
0.02 %
146 | Petroplus Holdings AG | Annual Report 2010 | Statutory Financial Statements
Executive Committee 1)
Shares 2)
(in shares)
RSUs 2, 3)
Options 2, 4)
Total holdings 2)
2010
2009
2010
2009
2010
2009
2010
2009
21,906
20,237
34,681
26,005
91,364
135,071
147,951
181,313
0.02 %
0.02 %
0.04 %
0.03 %
0.10 %
0.16 %
0.16 %
0.21 %
Peter F. Senkbeil
1,000
n/a
14,000
n/a
33,089
n/a
48,089
n/a
(General Manager Refining)
0.00 %
Chester J. Kuchta
(Executive Vice President and
Chief Operating Officer)
W. Thomas Skok
0.02 %
–
–
(General Counsel and
11,000
0.03 %
–
0.02 %
0.05 %
32,089
27,089
43,089
27,089
0.03 %
0.03 %
0.05 %
0.03 %
50,000
n/a
50,000
n/a
Corporate Secretary)
Joseph D. Watson
–
n/a
–
n/a
(Executive Vice President and
0.05 %
0.05 %
Chief Financial Officer)
Total
Total in %
22,906
20,237
59,681
26,005
206,542
162,160
289,129
208,402
0.02 %
0.02 %
0.08 %
0.03 %
0.22 %
0.19 %
0.32 %
0.24 %
n/a
26,005
n/a
189,266
n/a
271,705
Former Members of the Executive Committee 1)
Karyn F. Ovelmen
n/a
56,434
(Executive Vice President and
0.07 %
0.03 %
0.23 %
0.31 %
Chief Financial Officer)
Bruce A. Jones
n/a
33,228
(Executive Vice President and
n/a
0.04 %
26,005
n/a
0.03 %
189,266
n/a
0.22 %
248,499
0.29 %
Chief Operating Officer)
Michael D. Gayda
n/a
56,439
(Executive Vice President and
n/a
0.07 %
26,005
n/a
0.03 %
231,224
n/a
0.27 %
313,668
0.37 %
General Counsel)
Total
n/a
146,101
Total in %
n/a
0.18 %
Footnotes for the table above are outlined on page 147.
Loans to Acting Members of Governing Bodies
No loans have been granted to members of the Board of
Directors or members of the Executive Committee during 2010
and 2009.
78,015
0.09 %
n/a
609,756
0.71 %
n/a
833,872
0.98 %
Petroplus Holdings AG | Annual Report 2010 | Statutory Financial Statements
|
147
Footnotes for the tables on page 145 & 146
1)
2)
3)
4)
Due to changes in the composition of the Board of Directors and the Executive Committee during 2010, the prior year ownership has been represented
to reflect the current composition of the Board of Directors and the Executive Committee.
Ownership of the Company’s outstanding share capital as of December 31, 2010 (95,230,953) and December 31, 2009 (86,325,289)
RSUs granted under the Equity Participation Plan entitle the participant to receive one share upon vesting. The RSUs are subject to a vesting period
of up to three years. Further information is disclosed in Note 22 “Shareholders’ Equity” and Note 24 “Share-based Payments” of the Consolidated
Financial Statements.
Options granted under the Equity Participation Plan (strike prices range from CHF 11.92 to CHF 119.98) and the Equity Incentive Plan (strike price
USD 14.58) with the right to purchase one share for one option upon vesting. The options under the Equity Participation Plan are subject to a three-year
graded vesting period or a vesting period of up to four years, depending on the grant date; the options under the Equity Incentive Plan are exercisable at predefined dates (further information is disclosed in Note 22 “Shareholders’ Equity” and Note 24 “Share-based Payments” of the Consolidated
Financial Statements). Details regarding call-options allocated to members of the Board of Directors and the Executive Committee are outlined below:
Number
Exercise price
Vesting date
Name
Expiry date or
exercisable
Board of Directors
Thomas D. O’Malley
Patrick Monteiro de Barros
Markus Dennler
Walter Grüebler
Robert J. Lavinia
Maria Livanos Cattaui
Eija Malmivirta
Werner G. Müller
Patrick Power
537,322
14.58 USD
vested
2014
645,675
14.58 USD
vested
2015
491,629
14.58 USD
vested
31.07.2016
65,012
68.25 CHF
vested
03.01.2017
87,376
14.58 USD
vested
31.07.2016
2,709
58.14 CHF
vested
29.11.2016
8,127
91.69 CHF
vested
09.05.2017
1,807
58.14 CHF
vested
29.11.2016
8,127
91.69 CHF
vested
09.05.2017
1,807
58.14 CHF
vested
29.11.2016
8,127
91.69 CHF
vested
09.05.2017
10,836
91.69 CHF
vested
09.05.2017
55,782
21.41 CHF
vested
05.01.2019
2,709
58.14 CHF
vested
29.11.2016
8,127
91.69 CHF
vested
09.05.2017
2,709
58.14 CHF
vested
29.11.2016
8,127
91.69 CHF
vested
09.05.2017
10,836
91.69 CHF
vested
09.05.2017
2,709
58.14 CHF
vested
29.11.2016
8,127
91.69 CHF
vested
09.05.2017
54,177
68.25 CHF
vested
03.01.2017
37,187
21.41 CHF
05.01.2012
05.01.2019
27,089
91.69 CHF
vested
09.05.2017
6,000
11.92 CHF
01.10.2014
01.10.2020
16,253
87.91 CHF
vested
07.02.2017
10,836
119.98 CHF
vested
05.07.2017
5,000
11.92 CHF
01.10.2014
01.10.2020
50,000
11.92 CHF
01.10.2014
01.10.2020
Executive Committee
Chester J. Kuchta
Peter F. Senkbeil
W. Thomas Skok
Joseph D. Watson
148 | Petroplus Holdings AG | Annual Report 2010 | Statutory Financial Statements
7 Contingent Liabilities/Guarantees
and Pledges
On March 26, 2008, Petroplus Finance Ltd. issued USD 500.0
million in guaranteed convertible bonds due in 2013 (“2013 CB”).
The debt was guaranteed by Petroplus Holdings AG as well as
The Company is part of a value added tax (“VAT”) group and,
by certain of its subsidiaries. During 2009 and 2008, no bonds
therefore, jointly liable to the Swiss Federal Tax Department for
were converted. The terms and conditions included an investor
the VAT liability of the other members.
put option on March 28, 2011 for principal plus accrued interest.
On October 12, 2009, Petroplus announced the successful result
The Company guarantees certain obligations of its subsidiar-
of the tender offer to repurchase the 2013 CB. The last day the
ies to third parties. The guarantees are denominated in USD,
2013 CB was traded on the SIX Swiss Exchange was October
CZK and EUR. At December 31, 2010, Petroplus Holdings AG
13, 2009. The 2013 CB was redeemed on October 16, 2009 at
had guarantees outstanding for a maximum amount of ap-
the principal amount of USD 100,000 per bond, plus accrued
proximately CHF 0.3 billion (2009: CHF 0.5 billion).
interest calculated from September 26, 2009 until October 16,
2009 (20 days).
Certain of Petroplus Holdings AG’s subsidiaries are party to a
committed USD 1.05 billion (CHF 0.98 billion) multi-currency
secured revolving credit facility agreement (2009: USD 1.05
8 Risk Assessment Disclosures
billion/CHF 1.1 billion) with an additional uncommitted credit
facility of USD 1.07 billion (CHF 1.0 billion) as of December 31,
Petroplus Holdings AG, as the ultimate parent Company, is fully
2010 and USD 1.06 billion (CHF 1.1 billion) as of December 31,
integrated into the group-wide internal risk assessment process.
2009. Petroplus Holdings AG is a guarantor of these facilities.
As of December 31, 2010, no bank borrowings and short-term
The Company has established an organizational framework for
loans (2009: USD 138.8 million or CHF 142.9 million) were out-
risk assessment and management which includes risk identi-
standing. Letters of credit and guarantees of approximately
fication and appraisal, development of acceptable exposure
USD 1.7 billion (CHF 1.6 billion) were drawn as of December
limits, implementation of strategies, policies and procedures
31, 2010 (2009: USD 1.7 billion or CHF 1.7 billion). Additionally,
to mitigate identified financial risks, and the monitoring of com-
the Company is guarantor for foreign currency mark to market
pliance with such strategies, policies and procedures.
limits in the amount of USD 30 million to an indirectly owned
subsidiary.
The Board of Directors of Petroplus Holdings AG and the Executive Committee have overall responsibility for the Compa-
The Company does, together with certain subsidiaries, jointly
ny’s risk management strategies. Risk Owners, comprised of
and severally guarantee Petroplus Finance Limited’s obliga-
key members of senior management, are responsible for the
tions under the USD 1.2 billion notes issued on May 1, 2007
day-to-day execution of corporate risk strategies and policies,
and USD 0.4 billion notes issued on September 17, 2009, both
while Risk Committees, comprised of financial disclosure ex-
listed on the Irish Stock Exchange. In addition, the shares held
perts, procedures and controls experts and appropriate sub-
in Petroplus Finance Ltd., Bermuda, have been pledged to
ject matter experts evaluate the adequacy of the implementa-
secure the Senior Notes in the carrying amount of CHF 12,200.
tion and execution of the strategies and policies by the Risk
Owners.
On October 16, 2009, Petroplus Finance Ltd. issued USD
150.0 million in guaranteed senior secured convertible bonds
The Company’s internal risk assessment process consists of
due 2015 (“2015 CB”). The debt is guaranteed by the Company
regular reporting to the Board of Directors on identified risks
as well as by certain of its subsidiaries. In addition, Petroplus
and management’s reaction to them. The Board of Directors has
Holdings AG will grant to Petroplus Finance Ltd. 5,162,229 call
performed the risk assessment based on the Company’s internal
options whereby each call option relates to, and gives Petro-
risk assessment process and monitors management’s response
plus Finance Ltd. the right to acquire from Petroplus Holdings
to the risks identified.
AG, one share at a price per share equal to the conversion
price applicable on the relevant conversion date. In 2010 and
Further disclosures regarding risk management are included
2009, no bonds were converted. Further information on the
in the Petroplus Group Consolidated Financial Statements in
2015 CB can be found in Note 18 “Interest-Bearing Loans
Note 27 “Financial Risk Management Objectives and Policies”.
and Borrowings” to the Consolidated Financial Statements of
Petroplus Holdings AG.
Petroplus Holdings AG | Annual Report 2010 | Statutory Financial Statements
9 Authorization of Statutory
Financial Statements
These Statutory Financial Statements have been authorized
for issue by the Board of Directors on February 28, 2011 and
will be recommended for approval at the Annual Shareholders’
Meeting on May 5, 2011.
Zug, February 28, 2011
Petroplus Holdings AG
For the Board of Directors
Patrick Monteiro de Barros
Chairman of the Board of Directors
|
149
150 | Petroplus Holdings AG | Annual Report 2010 | Statutory Financial Statements
Report of the Statutory Auditor
Petroplus Holdings AG | Annual Report 2010 | Statutory Financial Statements
|
151
152 | Petroplus Holdings AG | Annual Report 2010 | Glossary
Glossary
The following explanations are not intended as technical definitions, but to assist the general reader to understand
certain terms as used in the annual report.
API gravity The API gravity illustrates the density of crude oil classified by the American
Petroleum Institute. The API gravity is defined as:
141.5
Gravity of specific crude oil at 15.6°C
–131.5
Thus, the higher the API gravity is, the lighter is the crude oil.
ARA
Antwerp–Rotterdam–Amsterdam.
Barrel (bbl) Barrel of crude oil, 159 liters by volume.
Biofuel Gasoline or diesel fuel that contains components derived from plants, such as sugar
cane, sugar beet, rapeseed and Soya.
Bitumen A residual product of crude-oil vacuum distillation, which is primarily used for asphalt
coating of roads and roofing materials.
bpd
Barrels per day.
Brent A light North Sea crude oil with API gravity of approximately 39° and a sulfur content of
approximately 0.4 %.
C.I.F. Cost, insurance and freight. A delivery term that includes the costs as well as freight and
insurance charges of the delivery of goods to a named destination as defined in the ICC
(International Chamber of Commerce) Incoterms 2000.
CO2
Carbon dioxide, a significant greenhouse gas.
Complexity A key industry measure referring to an oil refinery’s ability to process feedstocks, such
as heavier and higher sulfur content crude oils, into value-added products. Generally,
the higher the complexity and more flexible the feedstock slate, the better positioned the
refinery is to take advantage of the more cost effective crude oils, resulting in incremental
gross margin opportunities for the refinery.
Cracking The conversion of large hydrocarbon molecules into smaller ones. Cracking is carried
out either at high temperatures (thermal cracking), or with the aid of a catalyst and high
pressure (catalytic cracking and hydrocracking). The cracking process enables greater
quantities of saturated hydrocarbons suitable for gasoline and other light fractions to be
recovered from crude oil.
Crack Spread A proxy, or a benchmark, for refining margins referring to the margin that would
accrue from the simultaneous purchase of crude oil and the sale of refined petroleum
products, in each case at then prevailing price. For example, 3/2/1 crack spread is often
referenced and represents the approximate gross margin resulting from processing one
barrel of crude oil, assuming that three barrels of a benchmark crude oil are converted,
or cracked, into two barrels of gasoline and one barrel of diesel.
Dated Brent The price for prompt shipments of Brent crude as reported by price agencies. It is the
price benchmark for the vast majority of crude oils sold in Europe, Africa and the Middle
East, and one of the most important benchmarks for spot-market prices.
Desulfurization or Hydrotreating
A process to remove sulfur from petroleum products.
Distillates Any of wide range petroleum of products produced generally by distillation, the primary
refining step in which crude oil is separated into fractions or components. These commonly include diesel, heating oil and jet kerosene but exclude gasoline and naphthas.
FAME
Fatty Acid Methyl Ester; primarily obtained from vegetable oils used for diesel blending
to comply with biofuels regulations.
Feedstocks Crude oil and other hydrocarbons used as basic materials in a refining or manufacturing
process.
Petroplus Holdings AG | Annual Report 2010 | Glossary
|
153
Fluid catalytic cracking (FCC) The refining process of breaking down the larger, heavier, and more complex hydrocarbon molecules into simpler and lighter molecules. Fluid catalytic cracking is accomplished by the use of a catalytic agent, which is continuously re-generated and is an
effective process for increasing the yield of gasoline from crude oil. Catalytic cracking
processes fresh feedstocks as well as recycled feedstocks.
Gasoil A liquid petroleum product with a boiling range temperature of 200°–370°C and an ignition temperature over 55°C that is typically used as a fuel for boilers, furnaces and
internal combustion engines. The type of gasoil suitable for use in oil-fired heating plants
and boilers is called heating oil, while the type suitable for internal combustion engines is
called diesel.
Gasoline A light liquid petroleum product that is typically used as a fuel for internal combustion
engines.
Heating oil A gasoil with properties that generally make it suitable as a fuel for oil-fired heating and
boilers.
Heavy fuel oil Fuel oil with a distillation range of over 350°C. Heavy fuel oil is used in heat plants, power
stations and industrial furnaces.
Heavy sour
Crude oils with a sulfur content greater than 2.0 % and a density less than 30° API.
Heavy sweet Crude oils with a sulfur content less than 0.5 % and a density less than 30° API.
Hydrocracking The conversion and desulfurization process (typically of vacuum gasoil) into lighter products such as diesel that takes place at high pressure and temperature in the presence of
hydrogen and a fixed catalyst.
Light sour Crude oils with a sulfur content between 0.5 % and 1.0 % and a density greater than 30°
API.
Light sweet Crude oils with a sulfur content less than 0.5 % and a density greater than 30° API.
LPG Liquefied Petroleum Gas; a gas mixture used for fuel purposes, containing propane, propylene, butane, or butylenes as its main components that has been liquefied to enable it
to be transported and stored under pressure.
Medium sour Crude oils with a sulfur content between 1.0 % and 2.0 % and a density between 30° to
35° API.
Medium sweet Crude oils with a sulfur content less than 0.5 % and a density between 30° to 35° API.
Naphtha A liquid petroleum product that is typically used as a feedstock for other petrochemical
processes, generally in a reformer, producing high octane gasoline and hydrogen or
other petrochemical products. Naphtha is also used as a chemical feedstock.
Natural gas Any hydrocarbons or mixture of hydrocarbons and other gases consisting primarily of
methane which at normal operating conditions is in a gaseous state.
Petrochemicals Many products derived from crude oil refining, such as ethylene, propylene, butylenes
and isobutylene, primarily intended for use as petrochemical feedstock in the production
of plastics, synthetic fibers, synthetic rubbers and other products. A variety of products
are produced for use as solvents, including benzene, toluene and xylene.
Refinery A facility used to process crude oil. The basic process unit in a refinery is a crude oil distillation unit, which splits crude oil into various fractions through a process of heating and
condensing. Simple, or hydroskimming, refineries normally have crude oil distillation, catalytic reforming, and hydrotreating units. The demand for lighter petroleum products, such
as motor gasoline and diesel fuel, has increased the need for more sophisticated processing. More complex refineries have vacuum distillation, catalytic cracking, or hydrocracking
units. Cracking units process vacuum oil into gasoline, gasoil, and heavy fuel oil.
Refining margin The difference, for any particular quantity of crude oil, between the value of all the refined
petroleum products a refinery is able to produce from such crude oil minus the cost of
the crude oil (including associated costs such as transport, insurance, etc.).
154 | Petroplus Holdings AG | Annual Report 2010 | Glossary
Rhine Freight Premium The Rhine freight premium is a price reflected in the oil products sold within Switzerland.
It represents the additional alternative cost to an importer when bringing the same product into the Switzerland area from ARA or Germany along the River Rhine.
Solvent A liquid that is used for diluting or thinning a solution. A liquid that absorbs another liquid,
gas, or solid in order to form a homogeneous mixture.
Spot market A term used to describe the international trade in one-off cargoes or shipments of commodities, such as crude oil, in which prices closely follow demand and availability.
Ton
One ton represents 1,000 kilograms or approximately 2,205 pounds.
ULSD
Ultra low sulfur diesel.
Urals Russian benchmark crude oil which is a medium sour crude oil with API gravity of approximately 31° and a sulfur content of approximately 13 %.
Vacuum gasoil or VGO Also known as cat feed. Feedstock for fluid catalytic cracker used to make gasoline,
No. 2 and other by-products.
Key Date
Annual General Meeting
May 5, 2011, Casino Zug
Contact Information
Registered office
Petroplus Holdings AG
Industriestrasse 24
6300 Zug
Switzerland
Phone
+41 58 580 11 00
Fax
+41 58 580 13 99
For further information regarding
Petroplus please contact
Petroplus Holdings AG
Investor Relations
Phone
+41 58 580 12 44
Fax
+41 58 580 13 87
E-mail
ir@petroplus.biz
Petroplus on the Internet
www.petroplusholdings.com
The Petroplus Annual Report 2010 is originally published in English
and is translated into German. Only the printed version in English is
considered to be legally binding.
The reports are available online at www.petroplusholdings.com.
Publisher: Petroplus Holdings AG, Zug, Switzerland
Realization, production and print:
Victor Hotz AG, Corporate Publishing & Print,
Steinhausen, Switzerland
Pictures on page 8: fotoARION, Zurich, Switzerland
© Petroplus Holdings AG, 2011
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xmp.iid:E973FF0C6046E011B62FC83BB086B02D History When : 2010:12:14 13:28:41+01:00, 2011:01:13 16:56:48+01:00, 2011:01:13 16:56:48+01:00, 2011:01:13 16:56:48+01:00, 2011:01:14 08:25:04+01:00, 2011:01:14 08:25:05+01:00, 2011:01:14 08:25:05+01:00, 2011:01:14 08:53:17+01:00, 2011:01:14 08:53:17+01:00, 2011:01:14 10:18:08+01:00, 2011:01:14 10:18:08+01:00, 2011:01:14 10:18:59+01:00, 2011:01:14 10:18:59+01:00, 2011:01:14 10:18:59+01:00, 2011:01:14 10:19:34+01:00, 2011:01:14 10:19:34+01:00, 2011:01:17 08:19:07+01:00, 2011:01:17 08:19:07+01:00, 2011:01:17 08:19:07+01:00, 2011:01:17 08:31:40+01:00, 2011:01:17 08:31:40+01:00, 2011:01:17 08:31:42+01:00, 2011:01:17 08:31:42+01:00, 2011:01:17 08:31:45+01:00, 2011:01:17 08:31:45+01:00, 2011:01:17 08:31:47+01:00, 2011:01:17 08:31:47+01:00, 2011:01:17 08:35:15+01:00, 2011:01:17 08:35:15+01:00, 2011:01:17 08:35:15+01:00, 2011:01:18 11:47:14+01:00, 2011:01:18 11:47:16+01:00, 2011:01:18 11:47:16+01:00, 2011:01:18 11:56:12+01:00, 2011:01:18 11:56:12+01:00, 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