http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/RSS.ashxRubis 2010 Summary Annual Review PagesMon, 04 Jul 2011 17:25:35 +0200http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=1http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=12011-07-04T17:25:35+02:00http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=2http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=2CONTENTS SUMMARY ANNUAL REVIEW 2010 1 PRESENTATION OF THE GROUP 1.1 Group’s profile 1.2 Group overview and Group summary 1.3 1.4 1.5 1.6 1.7 1.8 1.9 1.10 organisational chart Message from the General and Managing Partners Group management Rubis activities worldwide Financial highlights of the Group Stock market and investors Human resources Sponsorship policy The environment: a priority for Rubis 02 04 06 08 10 12 14 16 18 20 2 OVERVIEW OF ACTIVITIES 24 2.1 Rubis Terminal: Liquid products storage 2.2 Rubis Energie: LPG and petroleum products distribution 34 3 BUSINESS AND FINANCIAL REVIEW 3.1 Summary of economic results 3.2 Recent developments and outlook for the Group 4 FINANCIAL STATEMENTS 4.1 Consolidated financial statements 2010 and notes to the consolidated financial statements 2010 48 55 4.2 General information 58 1012011-07-04T17:25:35+02:00http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=3http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=3DOWNSTREAM JUST ONE SECTOR: TWO BUSINESS LINES RUBIS OIL INDUSTRY RUBIS IS AN INTERNATIONAL GROUP SPECIALISING IN ENERGY STORAGE AND DISTRIBUTION WITH STRATEGICALLY LOCATED FACILITIES. RUBIS | 2010 Summary Annual Review 12011-07-04T17:25:35+02:00http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=4http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=4GROUP’S PROFILE Rubis is one of very few international companies that for the 2007-2010 period can post: an annual increase in net proŰt of 15%; and an annual increase of 7% in dividend per share, far above inűation. A miracle? No doubt. But, more than anything else, an effective strategic model that is continuously and rigorously applied. A major player in the energy sector, Rubis is involved in niche activities in countries and businesses where expertise in energy infrastructures is a key competitive advantage. In all of Rubis’ areas of activity, whether LPG/petroleum product distribution or terminaling, its market positioning has made it a key player in the industry. The reproducible nature of Rubis’ economic model offers the company a very broad Űeld of action. This model is based on fulŰlling essential needs, but also on standardising its industrial processes on a global scale along with the goods and services it provides its customers. A highly decentralised organisation very close to local needs allows the Group to gain optimal knowledge of products and markets, thereby contributing to its performance. This structure favours immediate responsiveness, as well as a capacity to look to the future thanks to the permanent balance between its long-term vision and Űeld management. The expertise it has accumulated over time is continuously enriched by its highly qualiŰed teams, strongly motivated by Rubis’ entrepreneurial approach. Rubis’ organic growth is sustained thanks to constant gains in productivity; its external growth continues to rise, in turn beneŰting our business portfolio and giving the Rubis Group a diversiŰed proŰle of balanced growth. Rubis’ strategy, economic model, organisation and expertise place the company at the heart of a virtuous spiral that feeds its recurring growth and reinforces its solidity. STRATEGY Involvement in niche markets (by product or geographic location). Market selection combining organic and external growth. Rubis’ expertise may be duplicated anywhere in the world. Diversifying to protect the Group from the muctuations on the energy market. THE KEY TO RUBIS’S SUCCESS Strategically located facilities with the highest technical standards. A critical link in the energy production and supply chain. Highly regarded standards of professionalism resulting in market-leader positions. Complex activities with stringent barriers to entry. 2 RUBIS | 2010 Summary Annual Review - 1 - Group’s profile2011-07-04T17:25:35+02:00http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=5http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=5Corporate culture and strategy: the secret of sustainable economic performance The rapid spread of technological progress, intense competition in elite education and globalisation’s erosion of differentiation are all structural factors which can undermine the lasting nature of a company’s competitive edge. Where, in a new world characterised by growing imbalances and recurring instability, can we Ƃnd a powerful lever that will guarantee sustained economic performance? The ultimate strategic advantage and differentiator undoubtedly lies with corporate culture, so long as it gives structure to the organisation and nurtures the economic development model. Rubis has been able to foster a very strong corporate culture, summed up in the motto “The will to undertake, the choice of responsibility”. This culture is strongly rooted within the organisation, since it follows from the company’s “Limited Share Partnership (Commandite par actions)” structure, deliberately chosen by Rubis to support the success of its development project. A Limited Share Partnership is founded on the principle of responsibility, encouraging a spirit of initiative and personal responsibility at every level within the organisation. By decentralising its corporate governance systems to respond effectively to rapid changes in the markets, Rubis makes use of a culture that is consistent with achieving economic efƂciency. Placing corporate culture at the heart of strategy: probably the ultimate defence against standardisation of comparative advantages. RUBIS | 2010 Summary Annual Review - 1 - Group’s profile 32011-07-04T17:25:35+02:00http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=6http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=6GROUP OVER VIEW €1,450 million of sales revenue €56.4 million of net proƂt group’s share €1,226 million in stock market capitalisation Bulk liquid storage Petroleum Products products… Chemicals Fertilizers Oilseed History 1990 Creation of Rubis. 1993 Acquisition of Rubis Terminal. Storage of industrial liquid products. 1994 Acquisition of Vitogaz (Rubis Energie). Distribution of butane and propane. 1995 Listing on the stock exchange of Paris. Depuis 1995 Continuous development of storage activities in France and LPG distribution in international geographic niches. 2007/2009 International deployment of Rubis Terminal (Rotterdam and Antwerp). Numerous external growth development projects for Rubis Energie. 2010 Majority shareholder (53.5%) of Dépôts Pétroliers de la Corse (DPLC). Acquisition of bottled LPG distribution assets from PanGas AG, a subsidiary of the Linde group, in Switzerland. Acquisition of the BP group’s LPG distribution operation, in Spain. Acquisition of SHELL’s LPG distribution subsidiaries, in South Africa and Botswana. Early 2011 Rubis is in the process of acquiring the Chevron group’s petroleum product distribution operation in the Caribbean/Central America zone. Ebit: €48.1 million Wholesale customer base Market leader in France 10 sites in France Brest Dunkirk Rouen Saint-Priest Salaise Strasbourg Mulhouse Villeneuve-la-Garenne Bastia Ajaccio. 2 sites in Europe Rotterdam Antwerp. LPG and petroleum products distribution Ebit: €47.4 million LPG (butane, propane, LPG fuel), in bulk, in cylinders Petroleum products. Wholesale and retail customer base Present on three continents Europe Caribbean/Central America zone Africa. Market leader positions N°1 in France for hyper- and supermarkets (LPG-fuel) N°1 in Switzerland, in French Antilles-Guiana and in Madagascar (LPG) N°2 in South Africa (LPG) N°3 in Morroco, in Senegal and in the Czech Republic (LPG) N°1 in the Channel Islands (petroleum products distribution) N°1 in Bermuda (Service station network) N°2 in Corsica and in French Antilles-Guiana (Service station network). 4 RUBIS | 2010 Summary Annual Review - 1 - Group overview2011-07-04T17:25:35+02:00http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=7http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=7GROUP SUMMARY ORGANISATIONAL CHART AT 31.03.2011 99% RUBIS TERMINAL VITOGAZ 100% RUBIS ENERGIE 50% ITC Rubis Terminal Antwerp Rubis Terminal BV Rotterdam SES Strasbourg 62.5% 100% Starogaz Frangaz Sicogaz Norgal Vitogaz Switzerland Vitogaz Czech Republic Vitogas España Vitogaz Deutschland FSCI Iles anglo-normandes La Collette Terminal Iles anglo-normandes Vito Corse HP Trading 80% 35% SIGL Antilles Stocabu Antilles Sigalnor 100% Rubis Antilles Guyane 100% 100% 64% 100% 100% 50% 24% SARA Antilles Rubis Energy Bermuda Rubis Eastern Caribbean 21% 100% 100% 100% SPLS Strasbourg 65% StockBrest SDSP Lyon - Saint Priest DPLC Corse 5% 100% Gas Logistics Rubis West Indies Limited Rubis Latin America Company Vitogaz Maroc Lasfargaz Vitogaz Madagascar Vitogaz Comores Vitogaz Senegal Easigas South Africa Easigas Bostwana 100% 100% 100% 100% 48.5% 100% 100% 100% 70% 100% 100% 100% 100% 100% 100% Europe Caribbean/Central America zone Africa 100% 100% Minority interest RUBIS TERMINAL ITC Rubis Terminal Antwerp Mitsui (35%) Intercontinental Terminals Company LLC (15%) SES Strasbourg Bolloré Energie Distridyn Petrovex (1%) (8.6%) (6.8%) SCA Pétrole et Dérivés (10.7%) Siplec (6%) Zeller & Cie (2.9%) SPLS Strasbourg Bolloré Energie StockBrest Société Pétrolière de Dépôt DPLC Corse Total RafŰnage Marketing (37.5%) Delek France SAS M. Joseph-Louis Galleti RUBIS ENERGIE Norgal Antargaz Total RafŰnage Marketing (52.66%) (26.40%) (21.5%) (0.01%) Sigalnor CGP Primagaz TotalGaz Gas Logistics M. Miroslav Kasparek Stocabu Antilles Antilles Gaz SARA Antilles Chevron Global Energy Inc. Total Outre-mer (35%) (30%) (20%) (50%) Total France Esso Caribbean Inc. Lasfargaz Ceramica Ouadras SA Cocema SA Facemag SA Grocer SA Sanitaire BS SA Union Cerame SA (25%) (14.5%) (3.37%) (6.17%) (7.57%) (3.92%) (2.25%) (6.72%) (35%) (24.99%) (11.5%) (25%) RUBIS | 2010 Summary Annual Review - 1 - Group overview 52011-07-04T17:25:35+02:00http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=8http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=8“The share issue was a resounding success and it is worth noting that the share price increased while it was happening”. “Major investments will clearly have to be made, but this will be done while always bearing in mind that growth must be balanced and secure, adapted to an environment that remains uncertain or even brutal”. MESSAGE reached a new record that came on top of the excellent performances in preceding years. To this must be added the business in Corsica and the move from 50 to 100% control of our Frangaz subsidiary, operations that were fully integrated in early 2010. The 2010 Űnancial year therefore ends with excellent results and increases to cash űow of 13% and to net proŰts (Group share) of 19%. This growth is the continuation of a strong trend at Rubis that was evident even in the crisis years of 2008 and 2009, during which the increases in Group share of net proŰt were respectively 14 and 11%. Similarly, the Űnancial health of the Group remains robust with a level of debt that is equivalent to less than two years of Gross Operating ProŰt, which is a real guarantee of security. Apart from these excellent results, 2010 was marked by a number of major achievements: As part of an ongoing programme of investment the Űrst phase of the new terminal at Antwerp (owned 50/50 with the Japanese group, Mitsui) was Űnished on time and on budget; the Űrst ships were able to dock in the fourth quarter of 2010. The good start for Antwerp and the success of Rotterdam have lead us to decide on other extensions to these terminals. Large numbers of potential acquisitions were examined during the year and four agreements signed. We are strengthening our position in Switzerland and Spain, we are entering South Africa with LPG and, Űnally, we are FROM THE GENERAL AND MANAGING PARTNERS The 2010 Űnancial year took place in an economic environment that was still largely affected by the major crisis that started in 2008. More speciŰcally, the prices of petroleum products were subject to exceptional űuctuations: the price of LPG, which had reached a low point at about 300 dollars per ton in the Űrst half of 2009 (with a peak at 1,000 dollars per ton a year earlier), had doubled a year later to reach almost 1,000 dollars per ton at the end of 2010. In these very difŰcult conditions we managed to grow our petroleum products distribution business, with the limited erosion of margins being compensated for by a signiŰcant increase in volumes. As for the petroleum and chemical product storage business, it beneŰtted from the major investments made over the past few years (particularly in Rotterdam) and the delays in transportation caused by reduced production at certain reŰneries; the contribution from this business 6 RUBIS | 2010 Summary Annual Review - 1 - Message from the General and Managing Partners2011-07-04T17:25:35+02:00http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=9http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=9acquiring a healthy distribution business for petroleum products in the Caribbean and Central America from the Chevron Group, which will complete our presence in the Caribbean and French Guiana. These acquisitions represent a total investment of the order of Euros 300 million, of which a part will be booked to the Űrst half of 2011. In order to reŰnance these acquisitions, Rubis made a share issue at the end of the year. The operation was a resounding success and it is worth noting that the share price increased while it was happening. Shareholders participated very actively with the result that the operation generated a total of Euros 127 million. The 2010 year was one of a step change to the size of the Group, soon to be present in 25 countries split across three continents. With an increase in the share price of 40% the market value of Rubis reached Euros 1.2 billion at year end; similarly, shareholders funds and the balance sheet also progressed by 40%. Rubis is now quoted on the SBF 120 index, which contains the 120 most active shares on the Paris stock exchange. 2010 was also the year of Rubis’s twentieth birthday. We decided to mark the event by offering a special bonus to all Group employees; we therefore gave them a slogan that illustrates what lies at the roots of our cultural identity: that combines for everyone as much freedom to act and as much responsibility as possible. We believe that the future holds countless opportunities for Rubis in the businesses we have chosen to enter and the redistribution of assets that can be seen in all the sectors related to petroleum products conŰrm this thinking. Major investments will clearly have to be made, but this will be done while always bearing in mind that growth must be balanced and secure, adapted to an environment that remains uncertain or even brutal. Discipline in the choice of investments, Űrm control of debt levels and secure sources of Űnancing remain essential. To this we must add the remarkable commitment and skills of our managers and their teams who, year after year, are essential for the continued success of Rubis, of the safety of our operations and of the successful integration of new businesses. We would once again like to express our esteem and our warmest thanks. Thanks that we also address to the shareholders of Rubis who, through their trust, continue to make the pursuit of rapid growth possible. They are aware of the importance that we attach to the vital role they play and the attention we pay to producing the much needed return on their investments. Gilles GOBIN and Jacques RIOU General and Managing Partners “The will to undertake, the choice of responsibility” To us it is all about an effort to build for the long term, a shared adventure based on a űexible and reactive structure RUBIS | 2010 Summary Annual Review - 1 - Message from the General and Managing Partners 72011-07-04T17:25:35+02:00http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=10http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=10a Ġexible and reactive structure that combines for everyone as much freedom to act and as much responsibility as possible”. “Rubis, a shared adventure based on MANAGEMENT RUBIS IS A LIMITED PARTNERSHIP WITH SHARE CAPITAL, WITH SOME LIMITED PARTNERS AND SOME PARTNERS WITH UNLIMITED LIABILITY. GROUP 8 RUBIS | 2010 Summary Annual Review - 1 - Group management2011-07-04T17:25:35+02:00http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=11http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=11(SOCIETE EN COMMANDITE PAR ACTIONS) Rubis is a limited partnership with share capital, with some limited partners (associés commanditaires) and some partners with unlimited liability (associés commandités). RUBIS, A LIMITED PARTNERSHIP WITH SHARE CAPITAL The limited partners have the same status as shareholders in a public limited company (société anonyme). The partners with unlimited liability have the status of proprietor (commerçant). They have unlimited joint and several personal liability for the debts of the Company against their own capital. This type of organisation is a modern and eflcient structure that combines the power, responsibility and commitment of its participants’ assets (acting partners), on the one hand, and control by the shareholders through the Supervisory Board, on the other hand. This legal structure is perfectly suited to the Group’s strategy, which requires longterm durability, dynamism and the ability to react rapidly in order to develop. It also ensures that the Group retains its independence from the multinationals. Management Mr. Gilles Gobin and Mr. Jacques Riou are the general and managing partners, who are the ofŰcial representatives of the Company and who are authorised to make binding commitments on behalf of the Company vis-à-vis third parties. They are responsible for preparing the Group’s strategy and leading its development. Supervisory Board at December 31, 2010 The Supervisory Board represents the limited shareholders (actionnaires commanditaires). It is composed of eleven members, two thirds of whom are independent, that is to say that they have no connection of any kind with the Company or the Group that could interfere with their freedom of opinion. Olivier Heckenroth, * Chairman Nils Christian Bergene * Jacques-François de Chaunac-Lanzac Hervé Claquin Olivier Dassault Jean-Claude Dejouhanet Chantal Mazzacurati Olivier Mistral Christian Moretti Erik Pointillart * Gilles de Suyrot Rubis Group’s Senior Management Gilles GOBIN, General and Managing Partner Jacques RIOU, General and Managing Partner Bruno KRIEF, Chief Financial OfĹcer François TERRASSIN, Chief Executive OfĹcer, Rubis Terminal Christian COCHET, Chief Executive OfĹcer, Rubis Energie Jean-Pierre HARDY, Chief Operating OfĹcer, Rubis Energie Maura TARTAGLIA, Legal Director and Secretary Arielle CARRICART, Accounting Director Evelyne PELOYE, Executive Vice-President for Communications * Members of the Accounts Committee RUBIS | 2010 Summary Annual Review - 1 -Group management 92011-07-04T17:25:35+02:00http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=12http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=12ACTIVITIES WORLDWIDE Rubis’s growth strategy is based on international expansion The Group’s facilities are part of the energy chain and ensure the connection between energy production and energy consumption areas. They all therefore beneŰt from strategic locations. Rubis selects its sites with great care. This often involves targeting proŰtable geographic niches, such as the isles favoured by Rubis. RUBIS Rubis is also developing against a backdrop of strong international growth As geographical diversiŰcation also means diversity of climate, customers and living standards, this provides Rubis with an excellent buffer against the űuctuations of its business activities. Geographical (production/reŰning/consumption) or product (fuels with differing speciŰcations) imbalances lead to increased demand for storage and the associated services (additivation). The rising purchasing power of certain countries goes hand in hand with an increase in energy needs. Finally, the refocusing of the oil majors is causing them to dispose of some of their assets, thereby offering Rubis real opportunities for external growth. With the beneŰt of expertise that is easily duplicated worldwide, the Group has strong development potential. 10 RUBIS | 2010 Summary Annual Review - 1 - Rubis activities worldwide2011-07-04T17:25:35+02:00http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=13http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=13“The 2010 year was one of a step change to the size of the Group, soon to be present in 25 countries split across three continents”. International presence at the end of April 2011 European zone Germany Belgium Spain Mainland France and Corsica The Channel Islands (Jersey and Guernsey) The Netherlands Czech Republic Switzerland Carribbean zone Antigua Bermuda Grenada Guadeloupe French Guiana Barbados Dominica Guyana Martinique St Kitts & Nevis Saint Lucia St Vincent and the Grenadines Trinidad and Tobago African zone South Africa Botswana Comoros Madagascar Morocco Senegal Central American zone Belize Costa Rica Nicaragua RUBIS | 2010 Summary Annual Review - 1 - Rubis activities worldwide 112011-07-04T17:25:35+02:00http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=14http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=14Annual compound growth rate 10 years: 2000-2010 Ebitda: Ebit: Net proƂt, group’s share: Earnings per share: Dividend per share: +13% +14% +18% +9% +9% FINANCIAL HIGHLIGHTS OF THE GROUP 2010, A FINANCIAL YEAR IN KEEPING WITH A DECADE OF UNINTERRUPTED GROWTH: A CLEAR STRATEGY, A REACTIVE ORGANIZATION, MARKET LEADERSHIP POSITIONS, AN AMBITIOUS INDUSTRIAL INVESTMENT AND ACQUISITIONS POLICY, HAVE MADE FOR REGULAR ROBUST GROWTH IN THE GROUP’S FINANCIAL PARAMETERS FOR THE FULL 10-YEAR PERIOD FROM 1999 TO 2010. 12 RUBIS | 2010 Summary Annual Review - 1 - Financial highlights of the Group2011-07-04T17:25:35+02:00http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=15http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=15Sales revenue (in millions of euros) Ebitda (in millions of euros) Ebit (in millions of euros) 1,449.8 1,192.3 951.9 97.5 111.8 127.1 72.5 77.7 87.1 2008 2009 2010 2008 2009 2010 2008 2009 2010 Net proŰt, Group’s share (in millions of euros) Cash űow from operations (in millions of euros) Workforce (Number of employees excluding those of proportionally consolidates companies) 56,4 42.7 47.2 71,1 98.5 87.0 1,074 1,075 1,065 2008 2009 2010 2008 2009 2010 2008 2009 2010 Shareholder’s equity (in millions of euros) Capex (in millions of euros) Net Űnancial debt (in millions of euros) 732,4 100.3 457.8 505.3 88.8 115.8 174.9 181.1 149.7 2008 2009 2010 2008 2009 2010 2008 2009 2010 Stock market capitalisation (in millions of euros) Net earnings per share (in euros) Dividend per share (in euros) 1,226 4.12 668 465 4.32 4.68 2.65 2.85 3.05* 2008 2009 2010 2008 2009 2010 2008 2009 2010 (*) Subject to the General shareholders Meeting of 9 June 2011. RUBIS | 2010 Summary Annual Review - 1 - Financial highlights of the Group 132011-07-04T17:25:35+02:00http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=16http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=16“Our shareholders are aware of the importance that we attach to the vital role they play and the attention we pay to producing the much needed return on their investments”. STOCK MARKET AND INVESTORS Share price and the stock market Rubis is quoted on NYSE Euronext, compartment A. Its ISIN code is FR0000121253 and its mnemonic is RUI FP. Rubis shares are included in the SBF 120, CAC Mid 60, CAC Mid and Small, CAC All-Tradable et CAC All-Share indices. 100 Rubis SBF 120 80 60 Rubis shares 04/01/10 04/02/10 04/03/10 04/04/10 04/05/10 04/06/10 04/07/10 04/08/10 04/09/10 04/10/10 04/11/10 04/12/10 04/01/11 04/02/11 Comparative evolution of the Rubis share with SBF 120 performance since 1 January 2010. 40 2009 2010 15.03.2011 Number of shares traded (total in millions of shares)* 4.2 221.17 65.6 39.5 5.9 479.23 88.9 52.3 1.8 148.33 91.5 77.5 Value of shares traded (total in millions of euros)* High (In euros)* Low (In euros)* (*) Source Euronext. 14 RUBIS | 2010 Summary Annual Review - 1 - Stock market and investors2011-07-04T17:25:35+02:00http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=17http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=17Ownership structure (as at 31.12.2010) Main shareholders (as at 31.12.2010) 6% 33.5% 5.48% 5.24% 5.19% 78.09% 39% 4.5% 23% Institutional investors: 33.5% Corporations: 23% Management and employees: 4.5% Other individuals: 39% Ameriprise Financial Inc.: 6% Orlm: 5.48% Halisol Groupe SARL: 5.24% Groupe industriel Marcel Dassault: 5.19% Other: 78.09% Rubis’ shareholders The Group has approximately 20,000 shareholders. Investor meetings Throughout the year, the Group also organizes meetings with the main Űnancial market participants, including institutional investors and Űnancial analysts following companies listed in Paris and in the main Űnancial centres throughout Europe. Rubis shares are regularly monitored by analysts working for the following stock broking Űrms: Arkeon Finance, CA Cheuvreux, Exane BNP Paribas, Gilbert Dupont, Goldman Sachs, Merrion Securities, Natixis Securities and Oddo. Financial information Information sources Rubis sets particular store as regards the dissemination of information concerning the Group. In 2010, over 20 press releases were published and these were simultaneously made available on-line on the Company’s www.rubis.fr Rubis’ previous annual reports and reference documents as required by the French Űnancial markets authority (AMF) are also available on the website and can be downloaded in PDF format. In March, the Group also publishes “Key Facts”, a concise institutional booklet, describing the Rubis Group, its activities and its strategy. Shareholders wishing to contact the Company may call using their dedicated hotline on: +33 1 45 01 99 51 Shareholder’s agenda Mar. 16, 2011 May 10, 2011 June 09, 2011 June 10, 2011 June 24, 2011 July 08, 2011 Aug. 31, 2011 Nov. 10, 2011 Feb. 09, 2012 2010 Annual results Q1 2011 net sales and lnancial report General Shareholders’Meeting Ex-dividend date Scrip dividend payment option period ends Cash dividend paid-out 2011 Half-year results Q3 2011 net sales and lnancial report Q4 2011 net sales Securities service Securities services are off ered by: CACEIS Corporate Trust 14, rue Rouget de Lisle 92862 Issy-les-Moulineaux Cedex 09 France RUBIS | 2010 Summary Annual Review - 1 - Stock market and investors 152011-07-04T17:25:35+02:00http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=18http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=18HUMAN RESOURCES The performance of the Rubis Group depends on the skills and motivation of its employees. Such motivation is driven by the fulƂlment of the individual in his/ her work. In order to enhance the value of our human capital to the full and to respond to the speciƂc nature of the Group’s various activities, the operating subsidiaries manage their human resources autonomously. However, this management is governed by the Group’s philosophy and the goals established by Management in close consultation with the Senior Management structures of the main business line subsidiaries. In all the countries within its operational footprint, Rubis constantly strives to ensure that the same Group values and commitments are adopted by all its personnel, with the aim of providing a safe, stimulating and fulƂlling working environment over the long term. Staff as at December 31, 2010: 1,065 employees Staff breakdown (a) Managers Employees and workers Line Supervisors and technicians Male/Female breakdown In what is basically an industrial environment, men make up the majority of the Group’s workforce. However, female employment is constantly on the rise. In 2010, the percentage of women hired accounted for 26.47% of total new hires at Rubis Energie and 21.4% at Rubis Terminal; Rubis did not take on new staff in 2010. Women now make up 27.56% of the Group’s total headcount, i.e.:17.6% at Rubis Terminal (45 women), 30.75% at Rubis Energie (210 women) and 75% at Rubis (6 women). There is a higher proportion of women in the activities based at the headquarters of the two business lines. New hires Total incl. women % of women/ total Rubis Terminal Rubis Energie Rubis Total 44 167 5 216 20.28% 161 423 3 587 55.12% 51 211 – 262 24.60% Breakdown by geographical zone and by business line (a) Rubis Terminal Metropolitan France: 218 employees Rubis Terminal outside Metropolitan France: 38 employees Rubis Energie Metropolitan France: 197 employees 56.71% Rubis Energie outside Metropolitan France: 604 employees Rubis: 8 employees 0.75% 20.47% 3.57% Rubis Terminal Rubis Energie Rubis Women 42 102 – Executives 6 27 – 21.40% 26.47% – Managers 18.50% Rubis Terminal Rubis Energie Rubis 8 40 4 2 10 – (a) Including staff of subsidiaries that are less than 50% owned by the Group, excluding the relnery in the French Antilles (Sara) and the EIG (Economic Interest Group), Norgal. 16 RUBIS | 2010 Summary Annual Review - 1 - Human resources2011-07-04T17:25:35+02:00http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=19http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=19Promotions When it comes to internal promotion, the Group demonstrates the same commitment to equal opportunities. Accordingly, women represent 35% of promotions at Rubis Energie and 45% at Rubis Terminal. Promotions Total incl. women % women/ total Granting a high degree of autonomy Although Rubis has grown internationally, it remains an enterprise on a human scale, promoting the professionalism and autonomy of its staff within decentralised organisation that is close to its grass roots. The employees assume all responsibilities relating to their positions, including risk control. Offering attractive compensation Whilst remaining vigilant with regard to controlling the cost of the payroll, the Group aims to offer fair and motivating levels of pay that reűect each person’s skills and knowledge and the achievement of targets agreed with the staff member to promote the commitment and performance of the workforce. In addition to basic pay, the subsidiaries award their staff supplements based on individual performance levels, in the form of variable pay and bonuses, and on Group performance levels, through incentives and proŰt-sharing (2). The Group also encourages saving by establishing save-asyou-earn schemes and offerring capital increases reserved for employees (at a discount and with supplements from the Company) carried-out through Rubis Avenir mutual fund (FCP), which holds 0.97% of Rubis’s capital. Finally, in order to encourage staff loyalty, Rubis has granted Űve stock option plans since 2001, and seven stock option and bonus share plans since 2006, to the principal managers in the Group. Rubis Terminal Rubis Energie Rubis 11 40 – 5 14 – 45% 35% – Breakdown by age and seniority Staff turnover The age structure reűects the need to maintain a balance between the youth of employees and the experience that comes from seniority. Age Less than Between 30 years 30 and 40 old years old Between 50 years 40 and 50 old and years old over Rubis Terminal 19% Rubis Energie 14% Rubis – 30% 30% 25% 29% 31% 37.5% 22% 25% 37.5% The average length of service is 15 years for Rubis, 10.3 for Rubis Terminal, 13 years for Rubis Energie in metropolitan France and 7.52 (1) years for Rubis Energie outside metropolitan France, thus attesting to the staff ’s belief in the Group’s values and its workforce management practices. In 2010, Rubis Terminal gave eight long-service awards to employees for their loyal service: one Premium Gold medal (Grand Or) (40 years’ service), Űve gold medals (35 years’ service), one ruby medal (30 years’ service) and one silver medal (20 years’ service). Rubis Energie gave six silver medals (20 years’ service), seven ruby medal (30 years’ service) two gold medals (35 years’ service), and no Premium Gold medal (Grand Or) (40 years’ service). Voluntary departure rates, excluding retirement, are very low: Rubis Terminal: 2% Rubis Energie France: 9% Rubis Energie outside France: 6% Rubis: -. Promoting individual and management/ workforce dialogue Rubis has based its labour relations policy on the values of listening, dialogue and mutual respect. Each subsidiary also holds open and constructive talks with staff representative bodies wherever these exist. Collective agreements relating speciŰcally to pay, the company savings plan and incentives together with an action plan for seniors were negotiated in 2009 in each of the business areas. Encouraging training The Group’s activities essentially involve businesses that are subject to strict regulations relating to safety and operational issues (Seveso 2). Consequently, in order to raise staff awareness of safety issues and to improve their skills and knowledge, training programmes are organised for staff members both when they join the company and throughout their career. Additionally, in accordance with staff requests, more general training is organised, for example in labour law, IT, accounts, road safety, and managing customer disputes, etc. The individual at the heart of th2011-07-04T17:25:35+02:00http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=20http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=20POLICY SPONSORSHIP The Group has for many years been true to its entrepreneurial philosophy, “the individual is at the heart of organisations that make change happen ”, providing Ƃnancial support to a number of associations and organisations, in France and abroad, in Ƃelds as varied as sport, childhood, culture and the battle against suffering and certain diseases. 2010 was marked by a major commitment: our sponsorship initiative to support CAVEX (Conservatoire des Animaux en Voie d’Extinction – an organisation which works on behalf of animals threatened by extinction). “Since the dawn of time, when all seems irrevocably lost, in every country, there has always remained a small number of people ready to save what still can be saved, and pass on the torch of renewed civilisation to future generations”. JEAN DELACOUR Through its different activities, Rubis participates in the energy supply chain between generation and consumption. The location of its facilities in numerous countries (across 3 continents) provides another reason to be aware of the issue of biodiversity and the protection of wildlife and to act accordingly. To contribute to facing these challenges, Rubis is supporting CAVEX (*), a French organisation which works on behalf of animals threatened by extinction, founded over forty years ago by Doctor Henri Quinque: “My life has been divided between two equally absorbing and rewarding passions: practising surgery to help humankind and helping animals that are disappearing from our planet. We are lghting this battle to attempt to mitigate the runaway destruction wrought on our planet by the tidal wave of human population growth and collective irresponsibility.” The work carried out by Doctor and Mrs Quinque has been observed by such eminent scientists as Jean Dorst, of the French ScientiŰc Institute and Academy of Sciences and IUCN (International Union for Conservation of Nature) expert, who says: “It would be of great beneĹt if Doctor and Mrs Quinque’s untiring work could be supported indeĹnitely. The creations of evolution and living nature deserve as much care and respect as the artistic heritage of humankind.” (*) CAVEX 4, rue de Paris 95720 Le Mesnil-Aubry – cavex@wanadoo.fr http://cavex.free.fr 18 RUBIS | 2010 Summary Annual Review - 1 - Sponsorship policy2011-07-04T17:25:35+02:00http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=21http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=21Several of the forty species preserved by CAVEX have a particular symbolic value: KAGU Endemic to French New Caledonia and the island’s symbol, with the sad distinction of featuring at the top of the list of the most endangered birds in the world. This extraordinary bird, which is mightless like the extinct Dodo of Mauritius, is especially threatened within its sole territory. Doctor Quinque has successfully bred the bird in captivity, in Mesnil-Aubry, to help with reintroduction to its original habitat. SAINT-VINCENT AMAZON A parrot in imminent danger of extinction; it is the symbol of the tiny island of Saint-Vincent, where fewer than lve hundred members of the species survive. The Republic of Saint-Vincent and the Grenadines has retained Doctor Quinque, who has accommodated a few specimens at CAVEX, in order to breed them and attempt reintroductions. GOLDEN-HEADED LION TAMARIN One of the most endangered monkeys in the world, this Tamarin is native to a small area of forest in Brazil’s Bahia region, where the destruction of its habitat has led to its almost total disappearance. There are only a few hundred alive in captivity worldwide, with over a hundred raised at CAVEX, in Mesnil-Aubry. GUAROUBA OR GOLDEN PARAKEET Twenty-lve years ago this bird mourished around Belem, at the mouth of the Amazon, but today it has virtually disappeared. It can only be found in rare conservation facilities, where it breeds with diflculty. It is the only parrot to have its unique overall yellow-gold colouring, with just a touch of jade green at each wingtip. Its special colouring was the inspiration for the Brazilian mag, to which blue was added to symbolise the sea. Prominent ornithologist Helmut Sick suggested it should be Brazil’s national emblem. RUBIS | 2010 Summary Annual Review - 1 - Sponsorship policy 192011-07-04T17:25:35+02:00http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=22http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=22THE ENVIRONMENT: A PRIORITY FOR RUBIS Environmental protection is everyone’s business. And it is a priority for Rubis. As a responsible corporate citizen, the Group constantly works not only toward the protection of its environment, but also that of its employees and customers. As part of its approach to save the planet, the Group contributes part of its “energy” and talent to promoting green energy sources and energy savings. Business demands Activities at the heart of environmental actions Storage of petroleum, chemical and agricultural products Rubis Terminal warehouses agricultural products such as oilseed and sensitive products like petroleum and chemical products. Its facilities are therefore subject to strict regulations (Seveso 2). Its primary objective is to return its customers’ products in the state in which they are received. However, there have always been operations involving product additivation and dilution. In recent years, with the development of biofuels and the incorporation in warehouses of products of plant origin into mineral bases, formulation services have grown, which have led to greater constraints but bring signiŰcant added value to the terminals. LPG distribution and service stations Rubis Energie distributes green energy “par excellence”! Butane and propane (LPG) are indeed two gases free of toxicity that burn silently and do not emit odours. However, this clean energy requires operational methods (massive storage and Űlling stations) that expose it to environmental risks and are therefore subject to strict regulations. In developing its business, Rubis Energie also distributes petroleum products (gas, oil and bitumen) and has a network of service stations. Additionally, it is part owner of a reŰnery in the Caribbean. In these areas, as well, rigorous management and the protection of the environment are major objectives. Quality, Safety and the Environment For Rubis, environmental protection also means safety and quality. To guarantee achievement of these three major objectives, concrete, daily actions have been implemented related to: Searching for and hiring experienced employees who autonomously assume all their work responsibilities; Listening, exchanging, training and raising the awareness of our personnel; Strict compliance with the standards in effect, whether in our companies in France or abroad; The implementation of safety management systems in the Seveso 2 sites; 20 RUBIS | 2010 Summary Annual Review - 1 - The environment: a priority for Rubis2011-07-04T17:25:35+02:00http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=23http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=23Adhering to the “Responsible Care” programme of the International Council of Chemical Associations; The membership of CDI-Terminals of our storage depots for chemical products, managed by the Chemical Distribution Institute” Working on ISO 9001 certiŰcation for an increasing number of sites, as well as the LPG distribution business; Internal, transversal and external audits (conducted by accredited independent Űrms); The regular assessment of potential risks through mapping of major risks conducted annually by industrial site heads. Inventories, measurements and analyses of volatile organic compound emissions in the air and waste evacuated into the water and soil. Rubis is aware that investments also beneŰt the Group’s competitiveness and regularly invests to improve its installations so that they comply with the most demanding environmental and safety laws (protection of the atmosphere, water, soil, Űre protection, management of urban planning for sites at risk, etc.). Example of our environmental policies at Vitogaz Energy Savings Certificates Background: France has designated energy suppliers as being “providers under obligation” to put structures in place to favour energy savings in the context of the law governing the programme to delne the orientations of France’s energy policy (referred to as the POPE law, enacted on 13 July 2005), which imposes a reduction in end energy intensity of 2% per year starting in 2015 and of 2.5% by 2030. A web database that Vitogaz has just developed is updated daily and collects all the applications submitted to the competent authorities. This process identiles heating installers who have managed projects on energy savings and their contact information is sent to the sales force so that they can become LPG “business getters”. A presentation brochure on the Vitozeco Programme and the aid premiums for renovations was printed this year and allows the salesforce to include the promotion of energy saving solutions in their commercial offers for LPG. In 2010, the sales force followed certilcation training on “Energy Performance Diagnoses”, which benelts their sales pitch as energy sales reps as they can now share advice and their expertise on energy savings. Turning an obligation into an opportunity In the context of this law, which requires energy providers achieve a minimum threshold of energy savings as set out in the Energy Savings Certilcates in cumulative kilowatt-hours, Vitogaz France, an LPG distributor, collected 1.275 cumulative TWh instead of the 45 GWh, cumulative, for the lrst period running from 1 July 2006 to 31 December 2010. With this imposed measure in mind, Vitogaz decided to turn the obligation into a development opportunity and created its own Vitozeco Programme managed by a team of three individuals, with the two main objectives being the collection of Energy Savings Certilcates from individuals and the management of its network of partners (heating installers) in close collaboration with the sales force. A win-win strategy Despite the six-fold increase of Vitogaz France’s obligation for the second three-year period running from 1 January 2010 to 31 December 2012, the processes put in place over the past three years seem to be a winning strategy. The contracts entered into with furnace distributors, for example, will contribute both lnancially and commercially, and will allow for Energy Savings Certilcates to be collected, as well as the communication of information for new LPG installations. Methods used As soon as the programme was launched in early 2007, Vitogaz France created and launched a specilc web site, www.meseconomiesdenergie.com with simulations internet users can access to generate energy savings. An online calculator determines the amount of the Vitozeco premium internet users can collect in accordance with the description the users provide of their renovation projects, using a predelned template, that integrate energy savings. RUBIS | 2010 Summary Annual Revie2011-07-04T17:25:35+02:00http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=24http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=24Examples of our environmental policies at Rubis Terminal Protecting water The Terminal at Dunkirk All the terminal’s storage and distribution installations are built on watertight grounds protected either by concrete materials or a clay-based compound. Each zone has its own collection system and draining process for rainwater, which is piped to an initial decanter. The water is routed to a water treatment plant from this point. The plant’s process is broken down into three parts: A 600 m3 buffer tank with an agitation and aeration system to collect the efmuents. The SERFLO, or physico-chemical processing, eliminates the COD (chemical oxygen demand) related to suspended solids. With a mow ranging from 10 to 15 m3/h, the treatment involves coagulation successively followed by neutralization, mocculation and air motation. The mud that is thereby formed is removed and destroyed. The Biofor, or aerobic aeration tank with bacteria lxed to a specilc mono-layer material, Biolite, allows for elimination of the dissolved COD. This system complies with the emission standards established by the DREAL (French regional department for urban and housing environments). Threshold values of 120 mg/l for the DOC, 30 mg/l for the SS (suspended solids) and 50 mg/l for the BOD5 (biochemical oxygen demand) are attained with a reduction of close to 90%. The terminal has put monitoring in place to provide monthly tracking of the station’s performance and random controls are conducted by the water police to ensure compliance with the standards for water discharges into the natural marine environment. 22 RUBIS | 2010 Summary Annual Review - 1 - The environment: a priority for Rubis2011-07-04T17:25:35+02:00http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=25http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=25Protecting air Zero emission in Rotterdam As a fairly new state-of-the-art terminal and in view of the products we store and handle at our location, we operate within the strictest safety category and comply with the latest standards. As a zero-emission site, vapour treatment for all products is obligatory as well as various other safety and environmental requirements. Because of the variety of products to be stored and handled we have designed a vapour treatment system that enables us to treat the widest range in products. All our tanks, jetties and loading bays for trains and trucks are connected to the vapour treatment system. To be able to operate these systems extensive safety studies are performed to design a proper, mexible, and most important, a safe system. For the mammable products and high product mows we operate a Metal Fibre Oxidiser (MFO). In the MFO system the combustion gases are being burnt in a controlled way. All the vapours of hydrocarbons are being destroyed according to applicable maximum requirements. The vapours coming from the vessels and tanks are incinerated in the MFO, where CO2 and H2O vapours are released at the end of the incineration process. The combustion unit of the MFO consist of a metal lbre bed where the vapours are burned. This unit is also equipped with a frequency-controlled fan, which is used as cooling and combustion air fan. The vapours in the combustion unit are being ignited by a pilot burner. At the moment the vapours do not inhibit enough hydrocarbons, the MFO is supported with additional supply of natural gas. The natural gas also provides the pilot burner. The pilot burner consists of a fully independent system with its own ignition and mame detection unit. For specilc products and/or on specilc demand by a customer we also operate a 3rd system, a so-called Scrubber system. The basic way of operating is to wash the vapours for one specilc product with a medium. In the scrubber will be a mix of medium and condensated vapour. At the moment the concentration of the condensated vapour will get to high, the mixture will be replaced. Vapour Treatment Systems For less mammable products and low product mows we have installed a Regenerative Thermal Oxider (RTO). The RTO is designed to purify process exhaust air from hydrocarbons by combustion at high temperature (870° – 980° C). These hydrocarbons (volatile organic compounds = VOC’s) dissociate into carbon dioxide and water vapour and are exhausted together with the puriled or treated air. The oxidization process is regenerative, i.e. the process does not require additional energy (through the burner) if process temperature and solvent concentration are within the optimal range. The burner then switches to pilot gas. The energy set free by the dissociation reduces the amount of energy (here: gas) that is needed to keep the oxidizer at operating temperature. The treated air is exhausted through the clean air stack. Future situation For the near future we are also studying to re-use vapours to generate steam. Another possibility for storage will be chlorinated products for which we can opt for both scrubber and VRU. Underneath you will ŵnd a scheme of our current and future design: Organic emissions K3 products RTO Chimney Chlorinated products VRU Emissions űammable and Toxic products Breathing and truck/train Steam Boiler Chimney Manipulations ship/barge (depending o. a. on vapor pressure) Flare Chimney SpeciŰc products/demand Scrubber RUBIS | 2010 Summary Annual Review - 1 - The environment: a priority for Rubis 232011-07-04T17:25:35+02:00http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=26http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=26LIQUID STORAGE PRODUCTS 24 RUBIS | 2010 Summary Annual Review - 2 - Rubis Terminal2011-07-04T17:25:35+02:00http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=27http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=27- May be with you the Force Star Wars: Episode IV - A new Hope (1977) Written and directed by George Lucas RUBIS | 2010 Summary Annual Review - 2 - Rubis Terminal 252011-07-04T17:25:35+02:00http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=28http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=28RUBIS TERMINAL Rubis Terminal’s business consists in the storage, in its own facilities, of products that remain the property of its customers. In parallel with this business, auxiliary services such as additivation, blending and drum llling are also provided. The strategic location of its terminals enables Rubis Terminal to occupy a key position in the handling of liquid product imports and shipments, which are as varied as relned hydrocarbons, chemical products, fertilisers, vegetable oils and molasses. Its main customers are: bhypermarkets and supermarkets for the storage of automotive fuels prior to distribution; boil companies that optimise their logistics costs; bchemical and agri-industry manufacturers that outsource their logistics function and use the storage sites for their own distribution or supplies; btraders and intermediaries operating in international markets for petroleum products, fertilisers and other liquid products. The strength of Rubis Terminal lies in the location of its depots and the heavy adaptation investments that it has made in recent years and that have made it a key player in the leld of French petroleum logistics. 26 RUBIS | 2010 Summary Annual Review - 2 - Rubis Terminal2011-07-04T17:25:35+02:00http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=29http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=292010 HIGHLIGHTS Another record year in volume and turnover. Commissioning of the Antwerp terminal in October, with an initial capacity of 14,000m³ for gas and 57,000m³ for chemical products. Commissioning of 4 new tanks with an overall capacity of 25,000m³ in Rotterdam. Launch of a new oil contract in Strasbourg, increasing the depot’s lorry traflc by 25%. Conclusion of a contract in Rouen that should increase the depot’s oil traflc by 300,000m³. Takeover of two depots providing oil supply to Corsica. 78.0 Sales revenue (in millions of euros) EBITDA (in millions of euros) 62.4 297.7 286.8 44.5 189.4 87.4 107.3 49.8 219.7 2008 102.0 2009 179.5 2010 Storage 2008 2009 2010 Distribution EBIT (in millions of euros) Cash űow (in millions of euros) 42.7 48.1 37.8 34.1 29.0 2011 CALENDAR First quarter: gradual commissioning of the total capacity created in Antwerp. Last quarter: commissioning of four new stainless steel bulk tanks in Rotterdam, each with a capacity of 2,500m3. 34.7 2008 2009 2010 2008 2009 2010 STRATEGIC ASSETS Location (links to the sea, pipeline connections). Regular investments. Quality of facilities. Independent operator. Capital expenditure (in millions of euros) Storage revenues (%) 65.0 51.1 54.4 8% 7% 65% 20% 2008 2009 2010 Petroleum products Chemical products Molasses and edible oils Fertilisers RUBIS | 2010 Summary Annual Review - 2 - Rubis Terminal 272011-07-04T17:25:35+02:00http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=30http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=30PETROLEUM PRODUCTS Rubis Terminal depots represent a key link in the oil economy. They are a veritable hinge pin in the supply and distribution chain, used by all operators in the market: volume retail central purchasing ofŰces, independent operators, oil reŰners and traders. By using the storage depots they can: organise distribution to consumer points (service stations and direct consumers); store products in contango, in other words when futures prices exceed spot prices; ensure security and diversity of supply, between local/national resources and imports; carry out product additivation activities in advance of market launch, either by incorporating performance additives or by blending with biofuels: Fatty Acid Methyl Esters (FAME) for diesel, or ethanol for petrol. The European oil reŰning crisis leads to rationalisation and changes in supply űows that make import capabilities increasingly necessary. Rubis terminals, positioned at the gateway to major consumer areas, are able to adapt to this situation and play an increasingly important role in supplying the country. At the same time, the tightening of regulatory restrictions and the resultant rise in costs force the closure of competitors’ depots that are poorly positioned or too small. The “massiŰcation” of collections from the safest, best located and best equipped sites beneŰts all Group companies. In 2005, the government launched a biofuel plan aimed at encouraging FAME additivation (methyl esters produced from vegetable oils or animal fats) in diesel and ethanol or ETBE (Ethyl Tertiary Butyl Ether - products coming mainly from sugar beet) in petrol. Target additivation rates went up from 5% in 2005 to 7.5% in 2010. Rubis Terminal, in consultation with its major customers, actively conducted a policy to facilitate the implementation of these additivations on its sites. The use of fuel oil continues in power stations, to supplement urban heating and on certain manufacturing sites. With the necessary qualities becoming increasingly unavailable in national reŰneries, import capabilities should be put into service to help with supply. Furthermore, since setting up in Rotterdam, Rubis has played a major part in the market for supplying ships, which represents the main outlet for heavy fuel oil production. PETROLEUM PRODUCTS Rubis sites concerned: Brest Dunkirk Rouen Strasbourg Saint-Priest Mulhouse Rotterdam Corsica 130,000m3 258,000m3 373,000m3 315,000m3 98,000m3 64,000m3 72,000m3 35,000m3 Overall storage capacity Capacity allocated in thousands of m3 in % Product output in thousands of tonnes in M€ Revenues in % Variation 2010/2009 Petroleum products Chemical products Fertilisers Edible oils and molasses Total 1,310 235 240 200 1,985 66% 12% 12% 10% 100% 10,075 1,249 986 920 13,230 70.3 20.3 7.1 8.7 106.4 66% 19% 7% 8% 100% +26% +48% -1% -5% +24% 28 RUBIS | 2010 Summary Annual Review - 2 - Rubis Terminal2011-07-04T17:25:35+02:00http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=31http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=31INTERVIEW From records to records… “I joined Compagnie Parisienne des Asphaltes (CPA) in 1973, at the Grand-Quevilly site, near Rouen. I stayed loyal throughout my career, with the exception of a break in 1976 to do my national service. In a career spanning almost 40 years in the same lrm, I have been able to see the changes and experience the notable events in the life of the company. When I was hired in 1973, I started as an operations operative. CPA very quickly entrusted me with new responsibilities because I went to the laboratory from my lrst year, to carry out the daily product analyses. At that time we stocked fewer varieties of products. It was mainly to do with petroleum products that were current at the time: petrol, super grade and heavy fuel oil. On average, we received one ship per month. The company only had one wharf – CPA2. Our bitumen storage and packaging activities still represented our company’s main business. The work was hard but team spirit prevailed and so made up for the harsh conditions that we experienced. The company employed 110 workers at its Rouen sites; boiler operation needed a great deal of surveillance and the bitumen workshops were labour-intensive. Eventually the company’s services were complemented by electricians, welders, builders, administrative staff, etc. For my part, I continued to climb the laboratory ladder and experienced the restructuring of our business in Rouen. The “bitumen” business gradually died away, to be replaced by the maritime import business. I remember having beaten a long-standing record in 1977: the one for the lrst million tonnes of goods to have passed through the operation since the beginning of the year, without thinking that one day I would exceed 4 million tonnes every year without causing a stir!! The emergence of the lrst liquid fertilisers, at the end of the 1970s, is an illustration of this new business. CPA rose to the challenge and launched itself into the construction of new tanks, the famous set of 9 bulk tanks, each with a capacity of 19,000m³, and the construction of a new wharf – CPA3. The work did not stop there. At the beginning of the 1980s we built new quays for the ships: CRD quay, alongside which a bit later we would build a few tanks, with the extension of the depot on HFR. In parallel with this, signilcant work was undertaken on site security compliance. In 1991, I was appointed operations manager for the depot on the right bank, Val de la Haye. At that time, this depot was seeing major growth in the traflc of molasses, as well as insulating oils, for which the industrial customer set draconian specilcations in terms of quality monitoring. In 1993, we became part of the Rubis Group, thereby losing our traditional status as a family company; however, at the end of the day, we retained our local entity, our feeling of belonging to the company and our team spirit, whilst still being part of a powerful group. Rubis would continue to push us even further in this optimisation programme and our quest for logistics system eflciency. In 2001, I came back to the left bank to take on the operational responsibility for terminals in Rouen, a position that I have now held for 10 years. I am passionate about the operation of our depots. There is no such thing as routine in our business: we are available to our customers every day and endeavour to provide them with the best possible service with the systems at our disposal. And the records? I have had the good fortune to continue seeing them being broken. In 2009, we beat our maritime traflc import record by exceeding the historic milestone of 3 million tonnes unloaded on our wharfs in Rouen. On 17 November 2010, “Gan-Destiny”, a tanker of 250 metres in length and 44 metres wide, with a deadweight tonnage of 112,000 tonnes, came alongside our wharves to unload imported diesel oil, after having unloaded part of its cargo in the United Kingdom. This was the longest oil tanker, with the largest capacity, eve2011-07-04T17:25:35+02:00http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=32http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=32LIQUID FERTILISERS The Rouen depot represents the largest import centre for liquid fertilisers in Europe. The products stored there are used in arable crop areas in the northern half of France: Picardie, Beauce, Champagne-Ardenne and Berry. Dunkirk, which contributes to supplying the north of France, Champagne and the South of Belgium, is developing a position for itself based on its railway links. LIQUID FERTILISERS Fertiliser application, with volumes that are generally stable, tends to be more speciŰc and therefore efŰcient. We are helping with the development of blending formulae, combining nitrogen with other components, sulphurs or phosphates. Rubis Terminal is supporting distributors in going down this route and is putting additivation and blending systems in place, thus moving towards services of higher added value. As a parallel activity, improvement in the űow of information, notably via EDI (Electronic Data Interchange), represents a development focus for Rubis in this industry that brings together many intermediaries. Rubis sites concerned: Dunkirk Rouen 24,000m3 180,000m3 to 250,000m3 The existence of appropriate logistics resources is essential for the industry: The importation of fertilisers manufactured in areas rich in gas, which already represents 50% of the country’s consumption, will continue to compete against local production and will require large capacity reception facilities. Consumption is highly seasonal and concentrated on the spring. It is therefore necessary to have both signiŰcant storage capacity and proportional loading resources. CHEMICAL PRODUCTS Rubis Terminal chemical product storage depots have become key links in a logistics chain that is increasingly specialised, by offering a wide range of transport connections, whether by river, sea, road or rail. Depots in Rotterdam and Antwerp (the latter in partnership with Mitsui/ITC) have been added to the existing French depots of Alsace, Normandy and the regions around Lyon and Paris, thus enabling Rubis Terminal to become a major player in Western Europe. The complexity of storing certain chemical products and its understanding of them have become major selling points for Rubis Terminal, in terms of its capacity for implementing appropriate systems, its ability to respond, the professionalism of its teams as well as its consideration of respect for the environment and security. Its participation in CDI-T (Chemical Distribution Institute for Terminals) and its responsible care commitment are further evidence of this. Whether it is as a platform for distribution, storage outsourcing “connected” to an industrial platform, local storage for a factory to compensate for the uncertainties of raw materials sourcing, an interim solution in the event of a factory production halt or any other ad hoc requirement, Rubis Terminal can satisfy its customers’ requirements. In chemicals, each product has its dedicated storage tank and line, an appropriate process and a wide choice in terms of capacity, materials (stainless steel, steel, etc.), authorisations and special equipment (for nitrogen, poor air quality, very low oxygen content, electric, steam or hot water heating, steam return or processing and many others), Rubis Terminal offers its customers THE solution. CHEMICAL PRODUCTS Rubis sites concerned: Dunkirk 23,000m3 Rouen 30,000m3 Salaise 19,000m3 Strasbourg 31,000m3 Villeneuve-la-Garenne 17,000m3 Rotterdam 35,000m3 Antwerp 72,000m3 (including 14,000 of gas) 30 RUBIS | 2010 Summary Annual Review - 2 - Rubis Terminal2011-07-04T17:25:35+02:00http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=33http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=33EDIBLE OILS AND MOLASSES A signiŰcant part of the capacity of Rouen and Dunkirk is devoted to this family of products that brings together edible oils, molasses and coproducts from the sugar, yeast and starch industries. The Rubis Terminal facilities enable both the processing of large volumes as well as quality separation, offering these industries the űexible as well as reliable system that their business needs. Heavy emphasis is placed on traceability, a major issue in the food chain. The development of biofuels has led to a huge and rapid increase in the űow of edible oils: in Dunkirk, annual trafŰc went up from 130,000 to 850,000 tonnes in 5 years. In fact, biofuel production units need supplies of oils and require increasingly diversiŰed production sources and qualities: imports should complement national production, with rape oil supplemented by soya, sunűower and palm oils as well as animal fats and frying oils. EDIBLE OILS AND MOLASSES Rubis sites concerned: Dunkirk Rouen 180,000m3 40,000m3 OTHER BUSINESS: TRADING Rubis Terminal is also active in the petroleum product wholesaling business. This peripheral but complementary business has generated sales revenues of €179 million with annual volumes of around 230,000m³. RUBIS | 2010 Summary Annual Review - 2 - Rubis Terminal 312011-07-04T17:25:35+02:00http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=34http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=34DEVELOPMENTS IN NORTHERN EUROPE Rotterdam Located in Botlek, at the heart of the port of Rotterdam, Europe’s leading port with trafŰc of more than 400 million tonnes per year, the Rubis terminal will in time provide a capacity of 180,000m³ with major rail and sea access (three jetties for deep sea ships and one for barges). In terms of capacity, this accessibility is much higher than that of other operators. 180,000m3* 400,000m3* In a context in which the speed of maritime operations and stopover times are major challenges for logistics, this terminal will have a decisive competitive advantage. Furthermore, the separation of bulk storage tanks, steel or stainless steel, into basins containing a small number of tanks allows very different products to be stored without any problem of incompatibility. Work commenced in April 2007 with the business being launched in May 2008. The depot currently has a capacity of 112,000m³, which allows it to store petroleum products as well as chemical and specialist commodities. It has found its niche in the Rotterdam market, by offering both excellent accessibility and availability to its wharves for bulk volume products as well as expertise in sensitive products for which our French terminals are already well-known. All of our storage capacity has been rented out since it was commissioned and work is in progress to add 4 new bulk tanks from the end of 2011. NORTHERN EUROPE Rubis sites concerned: Rotterdam Antwerp * Future 32 RUBIS | 2010 Summary Annual Review - 2 - Rubis Terminal2011-07-04T17:25:35+02:00http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=35http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=35Antwerp Rubis and the Japanese group Mitsui announced a (50/50) partnership project in December 2007 to build a terminal for liquid and gas chemical products in the port of Antwerp, which represents the second-largest transit hub in the world for petrochemical products. Construction of this depot started in September 2008 with an initial capacity of 110,000m³, installed on an 8-hectare site. We have been granted a new 13-hectare site, which will take future capacity up to 400,000m³. Commissioning of the depot took place in October 2010, within the timescales for liquid and gas products. Rubis and its industry sector The storage of petroleum products represents 65% of Rubis Terminal’s revenue. Knowledge of this specialist sector is therefore essential for Rubis. There is a notable trend in the storage of petroleum products towards concentration on large units, with the gradual disappearance of reduced trafŰc, low capacity storage that does not have the Űnancial resources to take on the regulatory investments in security and the environment. There are some 30 depots in France on the coastal seaboard and at riverside locations, which are able to receive imported products with a total capacity of 6,500,000m³, 15% of which is controlled by Rubis Terminal. In each major catchment area, Rubis Terminal has a signiŰcant market share compared to competitors’ depots and reŰnery stations. Out of the 20 million tonnes of diesel imported into France in 2010, 25% passed through Rubis Terminal’s depots. Rubis Terminal is increasing its market share in its catchment areas. In terms of petroleum product trafŰc, Rubis Terminal’s market share went from 25% in 2002 to 38% in 2010. RUBIS | 2010 Summary Annual Review - 2 - Rubis Terminal 332011-07-04T17:25:35+02:00http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=36http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=36LPG AND PETROLEUM DISTRIBUTION PRODUCTS 34 RUBIS | 2010 Summary Annual Review - 2 - Rubis Energie2011-07-04T17:25:35+02:00http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=37http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=37- If you don’t decide on your fate, then your fate will Director: Jon Favreau Script: Matthew Hollaway, Arthur Marcum, Mark Fergus and Hawk Ostby decide for you IRON MAN RUBIS | 2010 Summary Annual Review - 2 - Rubis Energie 352011-07-04T17:25:35+02:00http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=38http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=38RUBIS ENERGIE A medium-sized independent operator, Rubis Energie remains selective in terms of its investment policy by targeting growth in niche markets: geographic niches (developing countries with high growth potential, islands with importation bases) and product niches. For the most part, Rubis controls the whole distribution chain from procurement to the end user. By having control of the entre logistics chain (trading units, import terminals, llling centres, intermediary storage facilities, bulk relays, etc.), Rubis guarantees the supply of the energy (gas or automotive fuel) that users need. The Group sets itself the highest standards in the industry and regularly increases its market share. 36 RUBIS | 2010 Summary Annual Review - 2 - Rubis Energie2011-07-04T17:25:35+02:00http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=39http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=392010 HIGHLIGHTS Improvement in level of business against an unfavourable global economic climate. Confirmation of the relaunch of LPG automotive fuel, notably in France, with more than 70,000 new vehicles sold as against just 25,000 in 2009. Manufacturers now offer no less than 55 models using LPG as well as 5 utility vehicles. Staying with automotive fuels: Service stations in Jersey and Guernsey taking on “RUBIS” branding. Service stations in Corsica taking on “ViTO” branding. Acquisition of the Swiss distribution assets in bottled LPG of PanGas AG, a Linde Group subsidiary. Acquisition of the LPG distribution business of BP Group in Spain. Acquisition of Shell’s LPG distribution subsidiaries in southern Africa, notably South Africa and Botswana. Sales revenue (in millions of euros) EBITDA 1,163.0 59.7 (in millions of euros) 69.5 73.0 894.0 762.5 2008 2009 2010 2008 2009 2010 EBIT (in millions of euros) Net cash flow 47.4 (in millions of euros) 42.6 45.4 55.7 41.7 57.6 2011 CALENDAR Completion of the acquisition of the petroleum product distribution business of Chevron Group in the Caribbean/Central America region. Service stations in Bermuda taking on “RUBIS” branding. Construction of a new site at Dillon (Fort-de-France) in Martinique using the 100% ViTO concept. Consolidation of LPG/automotive fuel development. Continuation of external growth. 2008 2009 2010 2008 2009 2010 Capital expenditure (in millions of euros) LPG breakdown (%) 61.2 37.5 12% 37% 23% 34.9 STRATEGIC ASSETS Control of procurement. Strategically located facilities. Diversity of products, geographical areas, living standards, etc. Concentration on niche markets. 2008 2009 2010 28% Residential/tertiary Industry LPG/automotive fuel Agriculture 372011-07-04T17:25:35+02:00http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=40http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=40ENERGY, A BASIC NEED Butane, propane and LPG/automotive fuel, LiqueŰed Petroleum Gas (LPG) are sold in bulk and bottled. LPG represents energy that is available, storable as well as easily transportable. Clean energy par excellence, LPG is free of toxicity and does not give off any odours during combustion. LPG is energy that is in widespread use in world economies because it satisŰes basic energy requirements, whether domestic (cooking, hot water and heating), agricultural (drying cereals, heating greenhouses, poultry farming, etc.), industrial or service-based. LPG is also used as automotive fuel: its chemical characteristics – low NOx (nitrogen oxide) and particle emission, absence of sulphur and benzene and CO2 emission comparable to that of diesel – make it an energy that is widely promoted by public authorities in many countries within the scope of environmental protection policies. In automotive fuels and fuel oils, across the Caribbean (the French West Indies and Guyana and Bermuda), the Channel Islands and Corsica, the Group operates a network of around 140 service stations, which should double in number in 2011, in the context of its development in the Caribbean/Central America region. For all of its activities, the Group owns the infrastructure required for this business (import terminals, storage units, filling centres, etc.). Figures (in millions of euros) 2009 2010 2009/2010 variation Consolidated sales revenue EBITDA EBIT • Europe • Caribbean • Africa Net cash Ŷow Capital expenditure 762.5 69.5 45.4 18.5 16.1 11.0 55.7 37.5 1,163.0 73.0 47.4 18.1 18.2 11.0 57.6 61.2 +52.5% +5.0% +4.4% -2.2% +13.0% – +3.8% – 38 RUBIS | 2010 Summary Annual Review - 2 - Rubis Energie2011-07-04T17:25:35+02:00http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=41http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=41INTERNATIONAL PRESENCE Established in metropolitan France since 1939, Vitogaz, the Group’s brand, has expanded widely overseas: in Africa, Űrst of all in Morocco (2000), Madagascar (2001) and Senegal (2003), in the Caribbean region with the French West Indies and Guyana (2005) and then Bermuda (2006), in Europe in 2007 (Germany, Spain, the Czech Republic and Switzerland), in the Channel Islands in 2008, in Corsica at the beginning of 2010 as well as in South Africa and Botswana at the end of 2010. As 2011 dawns, excluding the acquisitions of Linde (Switzerland), BP (Spain), Shell (South Africa) and Chevron (Caribbean and Central America), annual sales of Rubis Energie represent around 850,000 tonnes/ m³ of petroleum products, made up of 450,000 tonnes of LPG with leading positions in a significant number of markets and 400,000m³ of petroleum products, notably through its networks of service stations in the French West Indies and Guyana (58), in Corsica (38), Bermuda (12) and the Channel Islands (24). Rubis Energie has thus become one of the three leading independent European players in LPG distribution, favouring niche markets (geographic or product) in which it manage part of the procurement or has a logistics system in place (bulk import storage) that provides it with a competitive advantage. The Group has logistics facilities (maritime import terminals, reŰnery, pipeline link, etc), ensuring access to resources (LPG and petroleum products) in competitive conditions. EUROPEAN REGION In metropolitan France, Vitogaz occupies strategic positions in bulk propane, addressing residential, agricultural, farming and industrial customers. It is also a major player in LPG/ automotive fuels, under the Gaz’L brand. In 2010, business in metropolitan France accounted for 125,000 tonnes of LPG distribution, representing a market share of 5.3%. Although Vitogaz remains Űrst and foremost a propane supplier, traditionally addressing residential (27%) and poultry farming (25%) markets, it has nevertheless managed to create and consolidate a strong market position in LPG/automotive fuel (20%), through a network of 350 service stations located in hypermarkets and in the BP network. Since the beginning of 2010, Vitogaz has been the sole shareholder in Frangaz, a company selling bottled LPG in volume retail markets. In the Intermarché network, Frangaz distributes bottled LPG under the Energaz brand and for the Casino network under the distributor’s own label. This increase in the shareholding of Frangaz by Vitogaz represents a strengthening of the partnership with supermarkets already associated with the distribution of LPG/automotive fuel. Let us remember that in 2010 the volume sold by Frangaz increased by 30% compared to 2009, through a network of more than 1,600 sales outlets. Vitogaz relies on a strong logistics system to develop its business and guarantee its supplies under optimum conditions: as partner with a 21% stake in GIE Norgal (located in Le Havre) it has access to the largest LPG goods inward centre on the Atlantic seaboard, to Űlling centres and to a network of bulk relays, spread out across the country for secondary onward supply. It is to be noted that the acquisitions made in 2010 from Shell, and in part from Total, for their petroleum product distribution businesses in Corsica, contribute to the annual level of around 75,000m³ in petroleum product distribution. RUBIS | 2010 Summary Annual Review - 2 - Rubis Energie 392011-07-04T17:25:35+02:00http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=42http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=42This is not forgetting that with the acquisition made in the Channel Islands in 2008 the Group entered the business of selling aviation fuels. Our presence in this market segment extended at the end of 2008 to the French West Indies and Guyana by the acquisition from Shell of their shareholding in aviation groups in these three overseas “departments”. In 2010, the Group extended its European business: Spain: 25,000 tonnes of LPG distributed, exclusively in bulk and regional, concentrated in the north of the Iberian Peninsula. acquisition of the LPG distribution business of BP Group at the end of 2010. Switzerland: leading operator in the market with 55,000 tonnes, including 44,000 tonnes of Űnal distribution (bottled and bulk). The subsidiary enjoys a strong logistics position. acquisition of the distribution assets in bottled LPG of PanGas AG, a Linde Group subsidiary, at the end of 2010. Germany: 49,000 tonnes of LPG distributed with a presence in LPG automotive fuel that is constantly growing in a rapidly developing market. Czech Republic: the subsidiary is one of the three leading operators in the market with a volume of 55,000 tonnes. Channel Islands: 94,000m³ of petroleum products, including 17,000m³ in aviation fuels. CARIBBEAN / CENTRAL AMERICA REGION Since 2005, Rubis Antilles Guyane (West Indies/Guyana) has been the leader in LPG distribution and number two in service station networks. Rubis Group has a strong upstream procurement system with its 24% shareholding in SARA (Société Anonyme de la RafŰnerie des Antilles – West Indies ReŰnery Ltd), the only reŰnery in the region, and through its associated terminals, directly controlling two bitumen depots (in Guadeloupe and Martinique) as well as fuel terminals at Marie-Galante and SaintBarthélemy. The company operates the second largest distribution network of automotive fuels in the French West Indies and Guyana, comprising 58 service stations, and under the “ViTO” brand is continuing with the programme to extend and renovate its network that began at the end of 2007. The company also sells various types of fuel oil (marine and industrial), bitumens and lubricants. In LPG, Rubis Antilles Guyane is the main player in the region with a 60% market share developed through a network of 1,700 agents. In Guadeloupe, the 50% control that it has in the only import terminal (Stocabu) and its 100% ownership of the Űlling centre gives it a strategic logistical position. In 2010, Rubis Antilles Guyane sold 185,000m³ of automotive fuels and fuel oils, 19,000 tonnes of LPG and 15,000 tonnes of bitumens. Since 2006, Rubis has been operating the leading distribution network for automotive fuels in Bermuda (12 service stations). Proud of its stand-alone logistics system, comprising two fuel import storage facilities and an LPG import terminal, Rubis Energy Bermuda has a leading position both in terms of its network of service stations and its LPG supply. In 2010, the company sold 35,000m³ of automotive fuels and fuel oils as well as 4,600 tonnes of LPG. 40 RUBIS | 2010 Summary Annual Review - 2 - Rubis Energie2011-07-04T17:25:35+02:00http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=43http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=43INTERVIEW A loop, not an end… My general opinion on this question was that the service station consumer is lckle in terms of brand but faithful to their habits. The only conditions for success in such a venture: perceived quality and eflciency. Once the name “ViTO” and its logo were chosen, following consultation with all Group personnel, we delned the identity and commercial format of our future service stations, as well as preparing the graphical charter for existing sites. What I was asked to do was to summarise my experiences and be part of the development of that most visible part of a company’s business operating in this sector and the one that contributes the most to its lnancial results: its network of service stations. How can you convey, except with great pride, the feeling shared by my team, the support teams such as the technical department (for creating the image), CSC (for Vitocarte) and very probably all RAG departments, when we saw service stations “branded” ViTO or RUBIS appearing throughout the world, based on the charter that we had delned. In the West Indies/Guyana, this pride was reinforced by the unsolicited reputation that we saw being created with consumers and with the most reliable market survey institutions. Apart from bolstering our ego, the results, both in terms of volume and lnancial lgures, conlrmed our choice in terms of investment in existing or greenleld sites. This satisfaction and these results were also made possible by the conldence placed in the teams by the directors. It is a particular feature of Rubis Group’s management culture that I can only applaud. To return to a more personal account, I must recall the process of acquiring the businesses of Texaco, which became Chevron, in the Caribbean and specilcally in the West Indies/Guyana. This acquisition was very symbolic for me, one of the symbols undoubtedly being that of the loop. A loop is not an end, in the same way that I believe that this entirely relevant and logical acquisition looped through to new challenges. This is because one of our great strengths, which essentially justiled having developed our own brand, is to have the ability to adapt to our markets and to the different catchment areas. Since the debranding of Shell, implemented in 2007, I cannot recall having heard a service station called by anything other than its brand. It seems that they are increasingly being called ViTOs. Marius SEYTOR Sales Director - West Indies Network My professional career in the hydrocarbon distribution sector began in 1991. This year, 2011, marks my 20th anniversary, which I am particularly happy to celebrate within Rubis Antilles Guyane! My experience began with the Texaco Group, where I wore two hats: – “Commercial” Sales Manager for Guadeloupe; – Retail Planner for West Indies/Guyana. The latter assignment undoubtedly enabled me to gain a better understanding of the “network” business, as well as the issue of service stations in our regions. At the end of 1998, Shell Antilles-Guyane (SAGF) called on me to take up a position as Director of its subsidiary in Martinique. Going with the mow of various tribulations. I took on the responsibility for managing the West Indies/ Guyana network. When Rubis acquired the business of SAGF in 2005, it would be a lie to say that I did not experience a certain reluctance to join an organisation that did not at that time have networks of service stations. I had worked for oil companies and got used to their methods and procedures. In short, I was somewhat perplexed. However, from the very lrst contact, I was convinced by the desire and ability of Rubis Energie’s managers to make this experience a success story. I should also be missing something out by not saying that it was also necessary to convince us internally that we had the ability to meet the new shareholders’ expectations. However, a professional career is lrst and foremost a human experience and I believe I can say that mutual conldence was not 2011-07-04T17:25:35+02:00http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=44http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=44In November 2010, Rubis announced the acquisition of the petroleum product distribution business of the Chevron Group, in the Caribbean region, spread across 13 countries: 3 French “departments”, Guadeloupe, Guyana and Martinique, thus strengthening its existing presence; 9 countries forming the Caribbean archipelago: Antigua, Barbados, Dominica, Grenada, Guyana, St Kitts & Nevis, St Lucia, St Vincent and Grenadines, Trinidad and Tobago; 3 Caribbean countries in Central America: Belize, Costa Rica and Nicaragua. This economic grouping represented a business volume of nearly 1,200,000m³, four times as big as Rubis’ existing presence in the Caribbean/Central America region. This acquisition meets all of Rubis’ criteria for external growth: a diversified set of distribution activities – service station networks (Texaco brand), commercial fuel oil, LPG and aviation - that have been established for nearly 90 years; leading positions in these countries: number 1 or 2 with significant market shares; a powerful base of logistical assets (10 storage terminals), incorporating a business in supply, trading and transport, also operating on behalf of third parties; installations in growth regions that are dependent in terms of petroleum product imports; installations equipped with facilities – storage facilities, filling centres, import depots – that provide local competitive advantage, essential for the longevity and the development of market positions. Definitive completion of these acquisitions, split into three separate parts, will be subject to the approval of the local authorities on competition and will take place during financial year 2011. 42 RUBIS | 2010 Summary Annual Review - 2 - Rubis Energie2011-07-04T17:25:35+02:00http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=45http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=45Service station acquisitions in the Caribbean Rubis becomes a major player Still not very well-known by the general public as a player in the fuel distribution sector, at the end of 2010 Rubis concluded a large-scale transaction by purchasing more than 160 Texaco branded service stations located in around 10 countries and regions in the Caribbean and Central America from the American giant Chevron. A network of service stations branded ViTO and RUBIS bSecond largest distribution network for automotive fuels in the French West Indies and Guyana with 58 ViTO branded service stations, a position that is strengthened with the potential takeover of 27 Texaco branded service stations. bOther Chevron service stations in the Caribbean and Central America (just over 130) will be rebranded ViTO or RUBIS depending on the country. bLargest automotive fuel distribution network in A major expansion This transaction is part of Chevron’s policy to refocus on its global strategic assets. For Rubis, on the other hand, it is a further illustration of its expansion strategy, with a stated objective to favour markets where the Group is in a position to put in place a complete supply channel, from the import/ relning logistics system to petroleum product distribution. In fact, this transaction valued at $300 million, also includes interests in storage terminals (including airport facilities) as well as part ownership of a relnery in Martinique. The sale should be fully completed in the third quarter of 2011, once agreement has been obtained from the various local competition authorities. Bermuda with 12 service stations that will be rebranded RUBIS in 2011. Extract from the article by Anne-Chantal de Divonne, published in “Stations-service actualités” in January/February 2011. RUBIS | 2010 Summary Annual Review - 2 - Rubis Energie 432011-07-04T17:25:35+02:00http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=46http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=46AFRICA REGION Rubis Energie set up in Morocco in 2000, in partnership with manufacturers in the ceramics industry, building the largest propane import terminal (10,500m³) on the continent, at Jorf Lasfar, 120 kilometres to the south of Casablanca. On the strength of this logistics system, Rubis developed a bulk only Űnal distribution strategy, with a market leading position (22% market share in bulk propane in 2010). The Group operates through its logistics subsidiary, Lasfargaz (70% owned) and its distribution subsidiary Vitogaz Maroc (100% owned). In a comparatively stable Moroccan market for bulk products, aimed essentially at a diversiŰed business customer base (ceramics, hospitality, agriculture and residential), Vitogaz distributed 42,000 tonnes of LPG in 2010, including 37,000 tonnes as Űnal distribution. Rubis Energie has been established in Senegal since 2003, when the group acquired Shell’s LPG distribution business, thus becoming one of the country’s leading operators. It sold 33,000 tonnes of butane in 2010, corresponding to a market share of nearly 30%. Vitogaz Senegal’s distribution network is based on a strong logistics system, located in Mbao on the outskirts of Dakar, comprising two reservoirs of 2,500m³ under an embankment and a bottling centre, adequately sized to meet the requirements of expected market development. 44 RUBIS | 2010 Summary Annual Review - 2 - Rubis Energie2011-07-04T17:25:35+02:00http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=47http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=47Rubis launched its LPG distribution business in Madagascar in 2001 using its own logistics infrastructure: the Mahajunga import terminal (5,000m³) and two filling centres. The LPG market, mainly bottled, stood at 7,300 tonnes in 2010, an appreciable increase over 2009. The domestic energy sector is dominated by the use of charcoal and many activities to replace it with LPG have been undertaken to counter the island’s deforestation. Rubis has a strong market position with 70% market share and is developing its business in bulk. However, above all, its unique logistics position has enabled it to develop a business in the supply of products to all of the island’s operators. With an investment of US$4.5 billion, Ambatovy represents the largest mining project in Madagascar. Overseen by Sherritt International, the project consists in extracting nickeliferous laterite and then processing and refining it to obtain 99.9% pure nickel briquettes. Vitogaz Madagascar was selected for providing the gas required for the process. Investment is in hand: tanks and transport logistics to deliver 5,000 tonnes of gas, or nearly 70% of the island’s present consumption, from 2011. In December 2010, Rubis completed the purchase of Shell’s LPG distribution subsidiaries in southern Africa, consisting of South Africa, Botswana, Lesotho and Swaziland. It represents a significant acquisition for Rubis, doubling its LPG distribution volume on this continent. This acquisition sits squarely within the scope of Rubis’ development strategy: With more than 100,000 tonnes in annual LPG sales under the Easigas brand for these 4 countries, Rubis lies in second position in the sector with a market share of 30%, covering all LPG segments - bottled and bulk, residential, agricultural and industrial uses; Easigas has a long-standing presence in these countries and enjoys a strong reputation; Demand for energy in general and in the LPG sector in particular in this geographic area offers excellent prospects for growth; Existing logistics facilities (import terminals, filling centres, supply contracts, etc.) guarantee long-lasting access to the product resource and investments already identified will support strong market growth. RUBIS | 2010 Summary Annual Review - 2 - Rubis Energie 452011-07-04T17:25:35+02:00http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=48http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=48FINANCIAL REVIEW 3 3.1 Summary of economic results 3.2 Recent developments and outlook for the Group 48 55 BUSINESS AND 46 RUBIS | 2010 Summary Annual Review2011-07-04T17:25:35+02:00http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=49http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=49- All the future does is spoil the present AND GOD CREATED WOMAN (1956) Director/Screenwriter: Roger Vadim Screenwritter: Daniel Lévy RUBIS | 2010 Summary Annual Review 472011-07-04T17:25:35+02:00http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=50http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=503 - Business and Financial Review 3.1. SUMMARY OF ECONOMIC RESULTS FOR FISCAL 2010 2010 was a record year for the Group, which posted 18% overall volume growth, 10% with a comparable consolidation scope. The Group’s operations took place against a contrasted backdrop: ★ substantial increase in procurement prices, leading to ★ favourable economic factors in storage: closure or reorganisation of the refinery sector; ★ positive impacts of the consolidation scope: acquisition of 50% stake in Frangaz and integration of business in Corsica. a tightening of margins in Q4, which was offset by higher distribution volumes; Consolidated figures as of December 31, 2010 (in millions of euros) 2009 2010 Chge (%) Sales revenue EBITDA EBIT incl. Rubis Énergie incl. Rubis Terminal Net profit (Group share) Cash flow from operations Capital expenditure 951.9 111.8 77.7 45.4 37.8 47.2 87.0 88.8 1,449.8 127.1 87.1 47.4 48.1 56.4 98.5 115.8 52% 14% 12% 4% 27% 19% 13% - All the indicators are showing two-figure growth: +14% in EBITDA, +12% in EBIT and +19% in net profit Group share. Cash flow is up 13% to €98.5m, demonstrating the quality of the Group’s results. Business volume trends (excl. trading) Rubis Énergie 2009 2010 Chge 10/09 Equiv. scope * Retail LPG distribution (in thousands of tonnes), incl. LPG Europe LPG Caribbean LPG Africa Retail and Commercial fuels (in thousands of m3)** Total Rubis Énergie (m3) Rubis Terminal Throughput in thousands of tonnes Storage billing in thousands of euros * Fuel business in Corsica integrated since Q2 2010. ** Conversion index used: one tonne of LPG equals 2m2. 377 278 23 76 319 1,073 11,613 87,392 409 311 23 75 389 1,208 13,230 107,271 9% 12% (2%) (2%) 22% 13% 14% 23% 3.5% 7.0% 11% 13% In distribution, Rubis Énergie , operating in 12 countries, marketed a total volume of 1,358,000 m3 (all products), up 12% (+7% excl. Corsica). After a fiscal 2009 which was marked by a favourable margins configuration, procurement prices suffered a hike in 2010, with the subsequent impact on profitability. Accordingly, for LPG, the unit margin was down 4%. EBIT nonetheless rose by 4%, thanks to growth in volumes. The Rubis Terminal branch once again had a record year with €107m billed during the financial year, a rise of 23%; with a constant consolidation scope (excluding Corsica), business levels rose by 13%. EBIT achieved a further high of €48m (+27%). With a debt ratio of 20%, Rubis’ financial structure at December 31, 2010 was excellent. 48 RUBIS | 2010 Summary Annual Review2011-07-04T17:25:35+02:00http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=51http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=51Business and Financial Review 3 Taking into account investment commitments (Chevron), which will be settled in 2011, actual net debt totalled €331m, making for a debt-equity ratio of 45%. The Group has substantial capacity to take on additional debt for new acquisition projects, thanks to the existence of confirmed medium-term credit lines for close to €200m. In addition, the Group can also use the remaining equity line of €30m, which is available until June 2011. Summarized balance sheet (in millions of euros) Dec. 31, 2009 Dec. 31, 2010 Total shareholders’ equity Incl: Group’s share Cash Financial liabilities Net financial liabilities Debt/equity ratio 505 491 99 280 181 36% 732 715 182 331 150 20% Analysis of cash flow generation since January 1st, 2010: (in millions of euros) Financial situation at December 31, 2009 Cash flow from operations Change in WCR Rubis Terminal investments Rubis Énergie investments Net acquisition of financial assets Dividends paid out to shareholders and minority interests Increase in shareholders’ equity Impact of changes to consolidation scope and exchange rate fluctuations Financial situation at December 31, 2010 The Group’s cash flow from operations, at €98m, up 13%, strictly covers the financial period’s total industrial investments, which amounted to €99m (excluding the purchase of Linde’s LPG distribution assets in Switzerland). Total industrials investments amount to €115.8m, breaking down as follows over the two businesses: ★ Rubis Terminal = €54m, including: (181) 98 (4) (55) (61) (91) (39) 196 (14) (150) to Chevron against the final sum to be paid out in 2011 and the product resulting from the disposal of our Bulgarian subsidiary (€7m). Please note that the Group’s WCR (€67m) remains close to 5% of consolidated turnover. The substantial increase in shareholders’ equity (€196m) includes the capital increase carried out in December 2010 for €127m, withdrawals from the equity line throughout the financial period, for a sum total of €33m and payment of a dividend in shares (€28m). Stock option and Company Savings Plan subscriptions accounted for an €8.4m increase in shareholders’ equity. The acquisitions made on December 31, 2010, (Southern Africa, Spain and Switzerland) will be fully integrated into the 2011 financial statements. The Chevron buyout in the Caribbean will take place in three separate batches, between the second and third quarters of the current financial period. Finally, the Bulgarian LPG distribution subsidiary was sold off on December 31, 2010, for a sum total of €7m. This subsidiary, initially acquired in 2007 as part of the Shell Europe deal, contributed positively to results, but did not fulfil Rubis’ essential criteria, particularly in terms of procurement logistics. An agreement to dispose the subsidiary was reached with a local operator. ★ €35m relating to the financing of construction work for the two main ARA zone projects: phase 2 for Rotterdam (€6m) and phase 1 for Antwerp (€29m), ★ the remaining capital expenditure, totalling €19m, is divided between development work in our French operations, including Corsica; ★ Rubis Énergie = €61m, including: ★ the acquisition of Linde GPL in Switzerland and organic growth investments and capital expenditure on equipment adaptation throughout our international footprint, including: Caribbean (€12m), France (€9m), Corsica (€8m), Germany (€5m) and Switzerland (€4m). Net acquisition of financial assets (€91m) pertain chiefly to the LPG distribution subsidiaries purchased from Shell in Southern Africa and from BP in Spain, the down-payment of €22m made RUBIS | 2010 Summary Annual Review 492011-07-04T17:25:35+02:00http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=52http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=523 - Business and Financial Review Presentation of contributions by segment of activity Rubis Terminal Chge 2010/2009 (%) Rubis Énergie Chge 2010/2009 (%) Holding and disp. Chge 2010/2009 (%) Group Chge 2010/2009 (%) (in millions of euros) 2010 2010 2010 2010 Sales revenue EBITDA EBIT Cash flow Capital expenditure ROCE (%) (1) Capital employed 286.8 62.4 48.1 42.7 54.4 24% 314 51% 25% 27% 25% 1,163 73 47.4 57.6 61.2 15% 637 53% 5% 4% 3% (8.3) (8.3) (1.8) 0.2 ns ns ns ns 1,449.8 127.1 87.1 98.5 115.8 17% 948 52% 14% 12% 13% (1) ROCE (return on capital employed) is the ratio of EBITDA to capital employed, including WCR and net deposits at the beginning of the financial period. Rubis Énergie results for the 2010 financial year: EBIT: €47.4m (+4%) International propane prices Average propane listings (in USD) rose by 42% against 2009 levels: USD 724 compared with USD 510, a trend which followed oil prices. 1,000 900 800 700 After hitting a low in June 2010, listings rose constantly until December, matching the record levels of July 2008. This situation had a negative impact on margins, which were nonetheless successfully maintained close to the absolute record high (- 4%) posted in 2009. USD/tonne 600 500 400 300 2008 2009 2010 Jan. 832 486 778 Feb. 791 508 695.5 March 812 371 704.46 April 824 361 672 May 893 383 624 Jun. 929 476 624 Jul. 949 482.15 603.5 Aug. 833 543.9 643 Sep. 775 556 688 Oct. 534 601 778 Nov. 345 673 882 Dec. 340 686 998 Activity summary in volumes for fiscal 2010 With its 13 separate profit centres, the Rubis Énergie branch sold 1,208,000 m3 (+12%) in retail distribution in 2010, corresponding to 409,000 tonnes in LPG distribution and 389,000 m3 in vehicle and other fuels. LPG volumes rose by 9%, due to a harsh winter and a better economic climate. Vehicle and other fuel volumes totalled 389,000 m3 (+22%). With a constant consolidation scope (excluding Corsica), they rose by 4%. Activity summary in volumes (in thousants of m3) 2009 2010 Chge (%) Volumes all products Volumes all products retail distribution incl.: - LPG (tonnes ) - vehicle fuel, other fuels 1,211 1,072 377 318 1,358 1,208 409 389 12% 13% 9% 22% 50 RUBIS | 2010 Summary Annual Review2011-07-04T17:25:35+02:00http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=53http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=53Business and Financial Review 3 Rubis Énergie sales margin The unit margin posted a slight decline (-4%), at €302/T compared with €315/T in 2009 and €276/T in 2008. These figures are not unrelated to the highly volatile propane listing prices throughout this period (+42%). at December 31 The LPG sales margin, which accounts for nearly 80% of Rubis Énergie ‘s total margin rose by 9%, while Vehicle and other fuels posted a 24% rise (+14% on a comparable basis). 2009 2010 Chge (%) Gross trading margin (in €k) Incl. : Retail LPG distribution per tonne (€/tonne) Vehicule fuel and other fuels 150,177 118,553 315 27,862 163,250 123,600 302 34,638 9% 4% (4%) 24% Rubis Énergie Results (in millions of euros) 2009 2010 Chge 2010/2009 (%) Sales revenue EBITDA EBIT Cash flow from operations Capital expenditure 762.5 69.5 45.4 55.7 37.3 1,163.0 73.0 47.4 57.6 61.2 53% 5% 4% 4% Despite this unfavourable context, Rubis Énergie successfully posted a 5% growth in EBITDA, thanks to a positive volume effect (+7%), with a EBIT of €47.4m (+4%). Rubis Énergie Results per geographical zone Europe Chge 2010/2009 (%) Caribbean Chge 2010/2009 (%) Africa Chge 2010/2009 (%) Rubis Énergie Chge 2010/2009 (%) (in millions of euros) 2010 2010 2010 2010 Sales revenue EBITDA EBIT Cash flow Capital expenditure 657.6 29.8 18.1 22.4 46.1 88% 6% (3%) (14%) 436.1 30.1 18.2 26.1 12.1 22% 7% 13% (4%) 69.3 13.1 11.1 9.1 3.0 23% (1%) 3% (9%) 1,163.0 73.0 47.4 57.6 61.2 53% 5% 4% 4% Breakdown of EBITDA by geographical zone 18% Africa Breakdown in volumes 12% Africa 41% Europe 67% 21% Caribbean Europe 41% Caribbean RUBIS | 2010 Summary Annual Review 512011-07-04T17:25:35+02:00http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=54http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=543 - Business and Financial Review Rubis Énergie Europe France - Germany - Bulgaria - Spain - Czech Republic - Switzerland - Channel Islands (Jersey and Guernsey) EUROPE Results - Fiscal Year 2010 (in millions of euros) 2009 2010 Chge (%) Retail distribution (in thousands of m3) Consolidated sales revenue EBITDA EBIT Cash flow from operations Capital expenditure 654 350 28.2 18.5 20.5 25.9 776 658 29,8 18.1 22.4 46.1 19% 88% 6% (3%) (14%) Retail LPG distribution volumes rose by 12% to 277,500 tonnes, against the following backdrop: ★ temperatures were more severe overall throughout the financial period (Degree Days in France +12%); ★ a better economic climate led to a recovery in the professional Investment were sustained: €46m, including the takeover of Linde’s assets in Switzerland during the fourth quarter and comprising France (€4m), Frangaz (€4m), Germany to develop its LPG-fuel network (€5m), the construction of a network of stations in Corsica (€8m), and €4m in Switzerland (excl. Linde acquisition). The Group’s results are stable, in keeping with its overall performance (EBIT: -3%), marked by: ★ 100% consolidation of Frangaz, at a time when results are sectors: industry (in France and Switzerland); ★ LPG-fuel which accounts for one-third of volumes in this geographical sector continued to post excellent performance: +21%, driven by Germany and France; ★ vehicle and other fuel sales in the Channel Islands made a coming back into the black; ★ a 35% decline on the French market, where margins, volumes contribution of 94,000 m3, down 4% due in particular to the downturn in the Aviation segment (-25%), while Corsica made its first contribution of 60,000 m3. and general operating conditions are somewhat depressed; ★ operating results back in the black at FSCI (Channel Islands). Finally, the Bulgarian operation, sold off on December 31, 2010 for the sum of €7m, posted its final contribution to the Group. Rubis Énergie Caribbean Rubis Antilles Guyane (RAG) and Bermuda CARIBBEAN Results - Fiscal Year 2010 (in millions of euros) Networks Chge (%) SARA (24%) Chge (%) Total Chge (%) Sales revenue EBITDA EBIT 262 15.7 10.3 18% 16% 24% 174 14.4 8.0 29% (1%) 1% 436 30.1 18.2 22% 7% 13% Distribution volumes in this zone rose by 6% to 286,000 m3, generating 24% growth in EBIT. 2010 was a year of transition for RAG, with State compensation for SARA and distributors in Guiana, together with a new decree regulating fuel prices. In this context, Rubis continued to invest (€12m) and win new market shares. Results were up considerably (EBIT: +24%). 52 RUBIS | 2010 Summary Annual Review2011-07-04T17:25:35+02:00http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=55http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=55Business and Financial Review 3 SARA – Raffinerie des Antilles A new decree regulating prices has been in force since December 1st, 2010. This decree provides for monthly updating of fuel and LPG prices, mutualising of freight and depot transit costs and an 8% profitability rate for refining and 12% for logistics (storage). All deferred revenue, recognised in 2009 and 2010 for SARA and provisioned at RUBIS, was cleared by the full payment by the State of the sums claimed. The results are stable compared with 2009. Rubis Énergie Africa Morocco - Senegal - Madagascar AFRICA Results - Fiscal Year 2010 (in millions of euros) 2009 2010 Chge (%) Volumes (LPG in tonnes) Sales revenue EBITDA EBIT Cash flow from operations Contributions are on a similar level to those of fiscal 2009, which had risen sharply. Note that Morocco now accounts for nearly 80% of the contribution from Africa. Volumes are down by 5%, due to an interruption of supplies in Senegal. 86,164 56 13 11 10 81,603 69 13 11 9 (5%) 23% (1%) 3% (9%) Results were satisfactory in Madagascar, despite political unrest and economic difficulties. The outlook is very favourable, with a new bulk supply contract for the mining industry, which is expected to double business volumes in the area from 2011. RUBIS | 2010 Summary Annual Review 532011-07-04T17:25:35+02:00http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=56http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=563 - Business and Financial Review Rubis Terminal results for the 2010 financial year: EBIT: €48.1m (+27%) Rubis Terminal Results (in millions of euros) 2009 2010 Chge (%) Total sales revenue, incl. Storage Distribution EBITDA EBIT Cash flow from operations Capital expenditure Rubis Terminal continued to enjoy a favourable context, leading to an excellent performance in terms of revenue, new contracts and profitability. A favourable economic climate in France, the integration of its business in Corsica, development work in Rotterdam and the commissioning of the Antwerp terminal are the highlights of the financial year. Storage revenue rose by 23%, and 13% with a comparable consolidation scope (excluding Corsica). The traditional consolidation scope (excluding Corsica and Northern Europe) posted growth of 8%, mainly driven by the positive consequences of the closure of the Total refinery in Dunkirk, the residual impact of Total contracts in Strasbourg (heavy fuels and diesel) and rate adjustments. 189.4 87.4 102.0 49.8 37.8 34.1 51.1 286.8 107.3 179.5 62.4 48.1 42.7 54.4 51% 23% 76% 25% 27% 25% - EBIT achieved a record high of €48.1m (+27%) in parallel with cash flow (+25%). Two-thirds of investments for the period, to the amount of €35m, were devoted to construction work on the Northern European terminals. The €54.4m in capital expenditure included: ★ €6m to complete the extension of the 24,000 m3 basin at the Rotterdam depot with chemicals tanks; ★ €29.4m for the end of phase I at the Antwerp depot (in a joint venture with Mitsui) (14,000 m3 of gas storage capacity and 57,000 m3 of liquid product storage capacity); as a reminder, during the period from 2008 to 2010, capital expenditure came to €100m (for 100%); ★ the remainder, €19m, comprises extensions and development work (€7m) within the French consolidation scope (Rouen and Saint-Priest), regulatory compliance work (€10m) and investments in the Corsican depots (€2m). Analysis of storage business by product category Capacity allocated (km3) (%) Outgoing traffic (Ktonnes) (€m ) Sales revenue (%) Variation (%) Petroleum and heavy fuel oil Chemical products Fertilisers Edible oils and molasses Total 1,310 235 240 200 1,985 66% 12% 12% 10% 100% 10,075 1,249 986 920 13,230 70.3 20.3 7.1 8.7 106.4 66% 19% 7% 8% 100% 26% 48% (1%) (5%) 24% The Rotterdam terminal turned in an excellent performance, with €4.4m in EBIT for revenue totalling €13.6m. New capacity was commissioned during the financial period, rented over 5 to 6 year terms from major petrochemicals operators. Revenue from Chemicals now accounts for nearly 60% of the total. The depot’s capacity now totals 112,000 m3. Investments for the financial period will bring total capacity up to some 130,000 m3. Discussions are under way to take over management of the adjacent depots and to add further capacity. The Antwerp Terminal underwent technical acceptance during Q4 2010; after a calibration and testing period, the operational launch took place in December and the petrochemicals contract (LPG) was initiated on schedule, on January 1st, 2011. The contribution from the Antwerp terminal in 2010 is nonsignificant (EBIT: €800k in the negative). 54 RUBIS | 2010 Summary Annual Review2011-07-04T17:25:35+02:00http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=57http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=57Business and Financial Review 3 3.2. RECENT DEVELOPMENTS AND OUTLOOK FOR THE GROUP Important events since the end of the financial period On March 31, 2010, Rubis finalised the acquisition of the “Caribbean” lot from Chevron, including distribution business for vehicle fuel, domestic fuel, LPG and refuelling activities in 9 countries (Antigua & Barbuda, Barbados, Grenada, Dominica, Saint Lucia, Saint Vincent and the Grenadines, Guyana, St Kitts, and Trinidad & Tobago). The assets in question comprise 75 service stations, interests in 9 refuelling operations (aviation), 5 LPG filling stations, 7 storage terminals, and the corresponding Trading and Transport subsidiaries. Trends during the current financial year Fiscal 2011 began in satisfactory conditions, presenting 15% volume growth in distribution and 18% in storage revenue at end-February. RUBIS | 2010 Summary Annual Review 552011-07-04T17:25:35+02:00http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=58http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=58FINANCIAL STATEMENTS 4 4.1 Consolidated Űnancial statements 2010 Consolidated balance sheet at December 31, 2010 Consolidated income statement at December 31, 2010 Other comprehensive earnings Change in consolidated shareholders’ equity Consolidated statement of cash űow at December 31, 2010 Notes to the consolidated Űnancial statements for the year ended at December 31, 2010 4.2 General information 58 58 60 60 61 62 64 101 56 RUBIS | 2010 Summary Annual Review2011-07-04T17:25:35+02:00http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=59http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=59- Two billion in tax… that’s some budget. No, two billion in tax… that’s daylight robbery! LA CHASSE À L’HOMME (The gentle art of seduction) (1964) Directed by/Screenplay by: Edouard Molinaro Dialogues by: Michel Audiard Screenplay by/ Michel Duran, France Roche, Albert Simonin RUBIS | 2010 Summary Annual Review 572011-07-04T17:25:35+02:00http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=60http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=604 - Financial statements / Consolidated financial statements 4.1. CONSOLIDATED FINANCIAL STATEMENTS 2010 Consolidated balance sheet at December 31, 2010 Assets (in thousands of euros) Reference note 2010 2009 2008 Non-current assets Intangible fixed assets Goodwill Tangible fixed assets Investments under equity method Other financial assets Deferred tax Other non-current assets Total non-current assets (I) Current assets Inventories and work in progress Trade and other accounts receivable Tax assets Other current assets Cash and cash equivalents Total current assets (II) Total Group assets for disposal (III) Total assets (I + II + III) 4.7 4.5.4 4.5.2 4.5.5 77,697 188,501 143 26,220 181,596 474,157 1,407,940 52,368 148,469 1,326 3,777 99,314 305,254 1,057,240 47,091 140,725 1,998 3,013 89,561 282,388 977,841 4.3 4.2 4.1 4.4 4.5.1 4.6 4.5.3 19,028 246,558 554,947 18,327 87,780 6,002 1,141 933,783 5,225 245,175 465,966 18,328 12,152 3,972 1,168 751,986 4,971 243,214 413,129 18,331 10,659 3,944 1,205 695,453 58 RUBIS | 2010 Summary Annual Review2011-07-04T17:25:35+02:00http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=61http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=61Financial statements / Consolidated financial statements 4 Liabilities (in thousands of euros) Reference note 2010 2009 2008 Shareholders’ equity – Group share Capital Premium on capital Retained earnings Total Minority interests Shareholders’ equity (I) Non-current liabilities Borrowings and financial debt Deposits on containers Payroll commitments Other provisions Deferred tax Other non-current liabilities Total non-current liabilities (II) Current liabilities Loans and short-term bank borrowings (portion due in less than one year) Trade and other accounts payable Tax liabilities Other current liabilities Total current liabilities (III) Total liabilities tied to a group of assets for disposal (IV) Total liabilities (I + II + III + IV) 1,407,940 1,057,240 977,841 4.10.1 4.10.4 4.10.3 84,078 198,756 4,121 7,906 294,861 62,735 132,493 3,682 8,243 207,153 61,430 120,530 5,551 13,942 201,453 4.10.1 4.12 4.11 4.6 4.10.3 247,221 68,301 13,485 22,979 27,343 1,354 380,683 217,665 58,904 12,080 20,292 28,659 7,156 344,756 203,046 57,677 10,245 21,169 24,765 1,807 318,709 4.8 70,348 403,506 241,240 715,094 17,302 732,396 54,109 225,226 211,525 490,860 14,471 505,331 51,481 206,773 185,283 443,537 14,142 457,679 RUBIS | 2010 Summary Annual Review 592011-07-04T17:25:35+02:00http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=62http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=624 - Financial statements / Consolidated financial statements Consolidated income statement at December 31, 2010 (in thousands of euros) Reference note % 2010 2009 2008 Sales of merchandise Sales of manufactured goods and services Net sales Other business income Purchases used in the business External expenses Payroll expenses Taxes Net depreciation and provisions Other operating contingencies and liabilities Gross operating profit Current operating profit Other operating income and expenses Operating income Income from cash holdings and cash equivalents Gross interest expense and cost of debt Net interest expense and cost of debt Other financial income and expenses Income before tax Income tax Income after tax Proportion of earnings from companies accounted for using the equity method Total net income Net income, Group share Net income, minority interests Undiluted earnings per share (in euros) Diluted earnings per share (in euros) 5.11 5.11 5.7 15% 5.1 5.2 5.4 5.3 5.5 5.6 14% 12% 52% 832,850 616,931 1,449,781 765 (1,077,312) (128,654) (76,482) (40,205) (42,046) 1,275 127,128 87,122 728 87,850 1,669 (8,439) (6,770) 3,159 84,239 (23,986) 21% 60,253 (2) 60,251 56,388 3,863 4.93 4.68 476,292 475,653 951,945 265 (641,830) (112,484) (71,529) (14,350) (33,731) (571) 111,752 77,715 (1,217) 76,498 1,707 (9,235) (7,528) 655 69,625 (19,746) 49,879 (3) 49,876 47,212 2,664 4.48 4.32 675,918 516,415 1,192,333 848 (913,292) (105,499) (62,169) (13,913) (24,895) (961) 97,460 72,452 (360) 72,092 2,375 (11,765) (9,390) 805 63,507 (18,516) 44,991 (3) 44,988 42,723 2,265 4.22 4.12 5.8 5.9 -10% 21% 5.10 21% 19% 45% 10% 8% Other comprehensive earnings (in thousands of euros) Dec. 31, 2010 Dec. 31, 2009 Dec. 31, 2008 Total consolidated net earnings Foreign exchange reserves Hedging instruments Actuarial gains and losses Tax on other comprehensive earnings Total earnings for the period Share attributable to the owners of the Group’s parent company Share attributable to minority interests 60,251 5,336 1,097 687 (362) 67,009 63,131 3,878 49,876 284 5,995 (244) (1,871) 54,040 51,376 2,664 44,988 (77) (11,754) (291) 3,942 36,808 34,546 2,262 60 RUBIS | 2010 Summary Annual Review2011-07-04T17:25:35+02:00http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=63http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=63Financial statements / Consolidated financial statements 4 Change in consolidated shareholders’ equity Shareholders’ equity attributable to the owners of the Consolidated Foreign Group’s Paid-in Treasury reserves and exchange parent capital shares earnings difference company (in thousands of euros) Noncontrolling Consolidated interests organization’s (minority shareholders’ interests) equity Including Shares in Treasury circulation shares (number of shares) Capital Shareholders’ equity at Dec. 31, 2007 Total earnings for the period Legal reserve allocation on paid-in capital Percentage change in interest Share-based payments Capital increase Treasury shares Dividend distribution Other changes Shareholders’ equity at Dec. 31, 2008 Total earnings for the period Legal reserve allocation on paid-in capital Percentage change in interest Share-based payments Capital increase Treasury shares Dividend distribution Other changes Shareholders’ equity at Dec. 31, 2009 Total earnings for the period Legal reserve allocation on paid-in capital Percentage change in interest Share-based payments Capital increase Treasury shares Dividend distribution Other changes Shareholders’ equity at Dec. 31, 2010 9,934,766 4,269 49,674 190,402 (276) 179,946 34,630 (3,630) (84) 416,116 34,546 0 0 1,221 18,360 (162) (26,570) 26 13,687 2,262 429,803 36,808 (182) 182 175 1,221 361,503 5,898 1,807 16,553 (162) (26,570) 26 10,296,269 10,167 51,481 206,773 (438) 189,435 51,105 (263) 263 (3,714) 271 (1,973) (9) 14,142 2,664 175 1,221 18,360 (162) (28,543) 17 457,679 54,040 443,537 51,376 0 5 1,465 525,475 (8,467) 2,628 18,717 334 (27,282) 85 10,821,744 1,700 54,109 225,227 (104) 215,071 57,795 (1,624) 1,624 1,613 1,728 3,247,831 4,894 16,239 179,904 (409) (36,224) 1,728 196,143 (409) (36,224) (135) 1,893 715,094 (3,443) 5,336 1,465 21,345 334 (27,282) 85 490,860 63,131 (2,261) (79) 14,471 3,878 5 1,465 21,345 334 (29,543) 6 505,331 67,009 (2,783) 123 17,302 1,613 1,728 196,143 (409) (39,007) (12) 732,396 14,069,575 6,594 70,348 403,507 (513) 239,994 RUBIS | 2010 Summary Annual Review 612011-07-04T17:25:35+02:00http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=64http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=644 - Financial statements / Consolidated financial statements Consolidated statement of cash flow at December 31, 2010 (in thousands of euros) 2010 2009 2008 Total consolidated net income from ongoing operations Net income from discontinued operations Adjustments Elimination of net earnings from companies accounted for using the equity method Elimination of amortisation and provisions Elimination of profit and loss from disposals and dilution Elimination of dividend earnings Other income and expenditure with no impact on cash in hand* Cash flow related to discontinued operations Cash flow after cost of net financial debt and tax Elimination of tax expenses Elimination of cost of net financial debt Cash flow related to discontinued operations Cash flow before cost of net financial debt and tax Impact of change in WCR Tax paid Cash flow related to discontinued operations Cash flow related to operations Impact of changes to consolidation scope: Bulgaria Impact of changes to consolidation scope: Fuel Supplies Channel Islands Acquisition of financial assets: Rubis Énergie Caribbean division Acquisition of financial assets: Rubis Énergie Europe division Acquisition of financial assets: Rubis Énergie Africa division Acquisition of financial assets: Rubis Terminal division Disposal of financial assets: Rubis Énergie Europe division Acquisition of tangible and intangible fixed assets Change in loans and advances granted Disposal of tangible and intangible fixed assets Disposal of financial assets Dividends received Other cash flow from investment operations Cash flow related to discontinued operations Cash flow related to investment activities * Mainly goodwill. 60,251 49,876 44,988 2 45,165 2,469 (190) (9,205) 98,492 23,986 6,770 129,248 (3,363) (24,386) 101,499 (2,716) (22,669) (25,058) (7,425) (999) 7,000 (115,821) (46,746) 2,607 2,262 190 2 35,977 929 (131) 396 87,049 19,746 7,528 114,323 3,589 (17,645) 100,267 3 25,319 451 (289) 647 71,119 18,516 9,389 99,024 (23,789) (15,169) 60,066 10,756 (2,828) (29,322) 30 (3,925) (88,578) (246) 752 (1,112) 131 (99,328) (1,012) 939 (2,028) 289 (209,375) (92,978) (122,504) 62 RUBIS | 2010 Summary Annual Review2011-07-04T17:25:35+02:00http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=65http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=65Financial statements / Consolidated financial statements 4 2008 Cont.(in thousands of euros) Reference note 2010 2009 Capital increase Acquisition of treasury shares Borrowings issued Borrowings repaid Net interest paid Dividends paid out to Group shareholders Dividends paid out to minority shareholders Cash flow related to discontinued operations Cash flows related to finance activities Impact of exchange rate changes Impact of change in accounting principles Change in cash in hand Cash flow for continuing operations Opening cash in hand* Change in cash in hand Closing cash in hand* Financial liabilities Cash in hand net of financial debt * Cash in hand excluding short-term bank borrowings. 196,142 (409) 246,378 (208,139) (6,254) (36,225) (2,782) 188,711 1,447 82,282 4.5.5 4.5.5 4.10.1 99,314 82,282 181,596 (331,299) (149,703) 21,680 337 116,612 (99,248) (7,666) (27,282) (2,261) 2,172 292 9,753 89,561 9,753 99,314 (280,400) (181,086) 18,534 (175) 135,465 (57,942) (9,387) (26,572) (1,973) 57,950 (356) (4,844) 94,405 (4,844) 89,561 (264,476) (174,915) RUBIS | 2010 Summary Annual Review 632011-07-04T17:25:35+02:00http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=66http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=664 - Financial statements / Notes to the financial statements Notes to the consolidated financial statements for the year ended December 31, 2010 Index notes 1. 2. 3. 4. 5. 6. 7. General remarks Accounting methods Consolidation scope Notes to the balance sheet Notes to the income statement Segment information Other informations 64 64 70 75 91 95 99 The Channel Islands of Jersey and Guernsey: via Fuel Supplies Channel Islands, a key operator throughout the local petroleum product distribution segments and the depot in La Collette. Africa Morocco: via Lasfargaz, which operates the country’s largest propane import terminal, and Vitogaz Maroc, which operates in the retail distribution sector. Madagascar: via Vitogaz Madagascar, a developing company in retail distribution, based at the purpose-built import terminal, which also supplies the neighbouring regional markets (Comoros). Senegal: via Vitogaz Senegal, the country’s third-largest LPG distributor. 1. General remarks 1.1 Full-year financial data Rubis’ 2010 consolidated financial statements have been prepared in accordance with the international accounting standards issued by the IASB (International Accounting Standards Board) and adopted by the European Union. These standards include IFRS (International Financial Reporting Standards) and IAS (International Accounting Standards), as well as interpretations of the IFRIC (International Financial Reporting Interpretation Committee). Note 2 presents the accounting principles applicable to Rubis Group’s consolidated financial statements for the fiscal year ending December 31, 2010. The Management Board approved the publication of the financial statements for the fiscal year ended December 31, 2010 on March 10, 2010. Caribbean French West Indies: via Rubis Antilles Guyane, the leading LPG and petroleum products distributor in the French West Indies and French Guiana. Vitogaz holds a 24% stake in SARA, the refinery located in Fort-de-France. Bermuda: via Rubis Energy Bermuda, the country’s leading retail distributor of petroleum products. 2. Accounting methods The impact on the Group’s consolidated financial statements of standards and interpretations mandatorily applicable with effect from January 1, 2010 is as follows: ★ IFRS 3 Revised - Business combinations - and IAS 27 Amended 1.2 Presentation of the company Rubis Group operates two businesses in the energy sector: ★ Rubis Terminal, the Group’s bulk liquid storage business, via its subsidiary, Rubis Terminal, and the companies owned by the subsidiary in Europe (France, Corsica and the Netherlands), in the storage and trading of petroleum products, fertilisers, chemicals and foodstuffs; ★ Rubis Énergie, trading in and distributing liquefied petroleum - Consolidated financial statements - their impact on the Group’s results and financial position are described in note 3.2 Change of consolidation scope; ★ amendment of standard IFRS 2 - Share-based payment - gas (LPG) and petroleum products: Europe France: via Vitogaz, which stores, trades, and distributes LPG (Vito Corse for Corsica). Switzerland: via Vitogaz Switzerland, the country’s leading LPG distributor. Spain: via Vitogaz Espana, a challenger in LPG distribution. Czech Republic: via Vitogaz Czech Republic, a challenger in LPG distribution. Germany: via Vitogaz Deutschland, specialising in LPG distribution. Intra-group transactions with payment based on shares and which are settled in cash, amendment of standard IAS 39 - Financial instruments: the recognition and measurement pertaining to items eligible for a hedging operation, together with annual improvements to standards published by the IASB in April 2009, had no significant impact on the Group’s results and financial position; ★ interpretations IFRIC 12- Service Concession Arrangements -, IFRIC 15 - Agreements for the Construction of Real Estate -, IFRIC 16 - Hedges of a Net Investment in a Foreign Operation -, IFRIC 17 - Distributions of Non-cash Assets to Owners -, and IFRIC 18 - Tr2011-07-04T17:25:35+02:00http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=67http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=67Financial statements / Notes to the financial statements 4 ★ IAS 32 amended - Financial instruments - presentation, pertaining to the classification of subscription rights issues; ★ IFRIC 14 amended - The Limit on a Defined Benefit Asset -, Interests in entities under joint control are accounted for according to the proportional consolidation method. Interests in related companies in which the investor exercises significant influence are accounted for according to the equity method of consolidation. All significant transactions conducted between consolidated companies as well as internal profits are eliminated. The consolidated financial statements are denominated in euros and the financial statements are presented in thousands of euros. Minimum Funding Requirements and their Interaction; ★ IFRIC 19 - Extinguishing Financial Liabilities with Equity Instruments -; ★ annual improvements to standards issued by the IASB in May 2010, are not expected to have any significant impact on the Group’s results and financial position. In addition, the following standards and interpretations that the EU plans to adopt will not have a material impact on the Group’s financial position and results: ★ IFRS 7 amended - Financial instruments - annexed information, 2.4 Business combinations Business combinations prior to January 1st, 2010 Business combinations carried out before January 1 st, 2010 have been recognised according to standard IFRS 3 prior to its revision, applicable from that date. These combinations have not been restated, as IFRS 3 revised is applied by anticipation. On first consolidation of a wholly controlled company, the assets, liabilities and contingent liabilities have been valued at their fair value in accordance with IFRS requirements. Valuation discrepancies generated at that time have been recorded in the relevant asset and liability accounts, including the minority interests’ share, rather than solely the proportion of shares acquired. The difference between the acquisition cost and the acquirer’s share of the fair value of the identifiable net assets in the acquired company is recognised in goodwill if positive and charged to income under “other operating income and expenses” if negative. pertaining to information to be provided on transfers of financial assets; ★ IAS 12 amended - Income tax pertaining to deferred tax and recovery of underlying assets -. The potential impacts of the new IFRS 9 standard on financial instruments, issued by the IASB in November 2009 and October 2010 and not yet adopted by the European Union, have not yet been assessed by the Group. 2.1 Basis of valuation used to prepare the consolidated financial statements The consolidated financial statements are prepared based on historical costs with the exception of certain categories of assets and liabilities, in accordance with IFRS rules. The categories concerned are specified in the notes below. Business combinations subsequent to January 1st, 2010 Standards IFRS3 revised and IAS 27 amended change the accounting methods applicable to business combinations carried out after January 1 st, 2010. The main changes with an impact on the Group’s consolidated accounts are: ★ recognition in expenses of direct acquisition costs; ★ revaluation at fair value by result of interests held prior to the 2.2 Use of estimates To prepare its financial statements, Group Management must make estimates and assumptions that affect the book value of assets and liabilities, income and expenses, and the data disclosed in the notes to the financial statements. Group Management makes these estimates and assessments on an ongoing basis according to past experience as well as various factors that are deemed reasonable and that constitute the basis for these assessments. The amounts that will appear in its future financial statements are likely to differ from these estimates in accordance with changes in these assumptions or different conditions. The main significant estimates made by the Group’s Man2011-07-04T17:25:35+02:00http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=68http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=684 - Financial statements / Notes to the financial statements Goodwill is determined as the difference between, firstly the transferred counterpart (mainly the acquisition price and any price supplement excluding acquisition expense) and the total minority interests, and secondly the fair value of assets acquired and liabilities recovered. This difference is recognised as an asset in the consolidated balance sheet if positive, or under “other operating income and expenses” if negative. for the portion attributable to third parties, thereby offsetting the impact on consolidated earnings; ★ foreign exchange differences on fund movements for reciprocal financing are classified under a separate heading in the consolidated cash flow table. 2.9 Goodwill Goodwill is determined as described in note 2.4. It is subject to impairment tests (see note 2.12). For each cash-generating unit, the amount of goodwill or intangible assets with indefinite useful lives, and the assumptions used to determine the recoverable amounts used in impairment tests are specified in see note 4.2. 2.5 Segment information In compliance with IFRS 8, operating segments are those examined by the Group’s main operational decision-makers (the managing partners). This segment analysis is based on internal organisational systems and the Group’s management structure. Apart from the Rubis holding company, the Group is managed as two main divisions: ★ Rubis Terminal, comprising the bulk storage business; ★ Rubis Énergie, comprising LPG distribution and petroleum 2.10 Intangible assets Intangible assets are accounted for at their acquisition cost. Intangible assets are amortised according to the straight-line method for the periods corresponding to their expected useful lives. product activities. Furthermore, the Group has defined three geographic segments: ★ Europe; ★ Africa; ★ the Caribbean (entities located in the French West Indies and 2.11 Tangible assets The gross value of intangible assets corresponds to their acquisition cost. Equipment subsidies are recorded in the balance sheet as deferred income under “Other current liabilities”. Maintenance and repair costs are recorded as expenses as soon as they are incurred, except for those, posted as fixed assets, incurred to extend the useful life of the property. Fixed assets financed via finance leases are presented as assets at the discounted value of future payments or at the market value, if lower. The corresponding liability is recorded as financial debt. These fixed assets are depreciated according to the method and useful lives described below. Depreciation is calculated according to the straight-line method for the estimated useful life of the various categories of fixed assets, as follows: Buildings Technical plant Equipment and tools Transportation equipment Installations and fixtures Office equipment and furniture 10 to 40 years 10 to 20 years 5 to 30 years 4 to 5 years 10 years 5 to 10 years Bermuda). 2.6 Foreign exchange conversion of foreign subsidiaries’ financial statements The subsidiaries operate in their local currencies, which are used to denominate the majority of their transactions. Balance sheet items are translated into euros at the exchange rate applicable on the date of closure of the reporting period, and income statement items are translated using the average exchange rate over the reporting period. Any resulting currency translation differences are recorded as foreign exchange differences and included in consolidated shareholders’ equity. 2.7 Foreign currency transactions Transactions denominated in foreign currencies are converted by the subsidiary into its operating currency at the rate applicable on the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are converted at the exchange rate in effect at the closing date of each accounting period. The corresponding foreign exchange differences are recorded in the income statement under “other financial income and expens2011-07-04T17:25:35+02:00http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=69http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=69Financial statements / Notes to the financial statements 4 Other capitalized assets are also subject to an impairment test whenever events or changes in circumstances indicate that their book values may not be recoverable. The impairment test consists of comparing the asset’s net book value against its recoverable value, which is its fair value minus disposal costs or its going value, whichever is the higher. The going value is obtained by adding the discounted values of anticipated cash flows generated from the use of the asset (or group of assets) and from its final disposal. For this purpose, fixed assets are grouped into Cash Generating Units (CGU). A CGU is a uniform set of assets (or group of assets) whose continued use generates cash inflows which are largely independent of cash inflows generated by other groups of assets. The fair value minus disposal costs corresponds to the amount that could be obtained from the disposal of the asset (or group of assets) under normal market conditions, minus the costs directly incurred to dispose of it. When the tests show evidence of loss in value, the impairment is recorded so that the assets’ net book value does not exceed their recoverable value. Tangible assets are subject to an impairment test as soon as any indication of loss in value appears. When the recoverable value is lower than the net book value of the asset (or group of assets), an impairment, corresponding to the difference, is recorded on the income statement and is charged primarily against goodwill. Impairments recorded in relation to goodwill are irreversible. 2.14 Financial assets and liabilities Financial assets and liabilities are recognised and measured in accordance with IAS 39 - Financial Instruments: Recognition and Measurements -, as amended. Financial assets and liabilities are recognised on the Group balance sheet when the Group is a party to the instrument’s contractual provisions. A. Financial assets IAS 39 distinguishes between four categories of financial assets, which are valued and recognised according to each category: ★ financial assets held at fair value through profit or loss are those that are held for the purpose of trading in the near-term (including marketable securities that cannot be classified as cash equivalents), derivatives that are not hedging instruments; they are valued at fair value at the end of the reporting period and changes in fair value are recognised via the income statement for the period; ★ loans and receivables issued correspond to financial assets with fixed or determinable payments, not listed on an active market; this category includes receivables due from non-consolidated holdings, other loans, and trade and other accounts receivable. These assets are recognised at depreciated cost, applying the effective interest rate method, if applicable; ★ held to maturity investments are financial assets with fixed 2.13 Leasing contracts A. Finance leases Property acquired under finance leases is capitalized when, according to the terms of the lease, all the risks and benefits inherent in owning the property are transferred to the Group. The criteria used to assess these contracts are principally based on: ★ the ratio between the term of the asset lease contract and or determinable payments, with a fixed maturity date, and which the entity expressly intends to and has the ability to hold until maturity; this category mainly concerns deposits and guarantees paid against simple rental contracts. These assets are carried at amortized cost; ★ assets available for sale include financial assets which do not fall into any of the categories listed above, including interests in non-consolidated companies. These securities are initially recognised at fair value (usually their acquisition cost plus transaction costs). the assets’ lifetime; ★ total future payments versus the fair value of the financed B. Financial liabilities IAS 39 distinguishes three categories of financial liabilities, each subject to spec2011-07-04T17:25:35+02:00http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=70http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=704 - Financial statements / Notes to the financial statements C. Measurement and recognition of derivatives The Group uses derivatives to manage its exposure to fluctuations in interest rates, foreign exchange rates and raw materials prices. The Group’s hedging policy includes the use of swaps. It may also use caps, floors and options. The derivatives used by the Group are valued at their fair value. Unless otherwise specified below, changes in the fair value of derivatives are always recorded in the income statement. Derivatives may be designated as hedging instruments in a fair value or future cash flow hedging relationship: ★ a fair-value hedge protects the Group against the risk of An impairment provision is recognized when the probable realizable value is lower than the net book value. 2.17 Trade receivables Trade receivables, generally due within a period of one year, are recognized and accounted for at the initial invoice amount after deduction of provisions for impairment of unrecoverable amounts. Doubtful receivables are estimated when there is no longer any probability of recovering the receivable. Doubtful receivables are recorded as losses when they are identified as such. changes in the value of any asset or liability, resulting from foreign exchange rate fluctuations; ★ a future cash flow hedge protects the Group against changes 2.18 Provisions Provisions are recorded when the Group has a current (legal or implicit) obligation to a third party resulting from a past event, when it is probable that an outflow of resources representing economic benefits will be necessary to settle the obligation, and when the amount of the obligation can be reliably estimated. Site rehabilitation: Provisions are made for future site rehabilitation expenditure (dismantling and depollution), arising from a current legal or implicit obligation, based on a reasonable estimate of their fair value during the fiscal year in which the obligation arises. The counterpart of this provision is included in the net book value of the underlying asset and is depreciated against the asset’s going value. Subsequent adjustments to the provision following, in particular, a revision of the outflow of resources amount or the discount rate are symmetrically deducted from or added to the cost of the underlying asset. The impact of accretion (the passage of time) on the provision for site rehabilitation is measured by applying a risk-free interest rate to the provision. Accretion is recorded under “Other financial expenses.” In the case of reorganization, an obligation is established once the reorganization and a detailed plan or start date for its execution have been announced. If the impact of time value is significant, provisions are discounted to present value. in the value of future cash flows relating to existing or future assets or liabilities. The Group only applies cash flow hedges. Hedge accounting is applicable if: ★ the hedging relationship is clearly defined and documented at the date it is set up; ★ the hedging relationship’s effectiveness is demonstrated from the outset and throughout its duration. The use of hedge accounting of cash flows has the following consequence: ★ for future cash flow hedges, the effective portion of the change in fair value of the hedging instrument is recorded directly in other comprehensive earnings. The change in value of the ineffective portion is recorded in the income statement under “other financial income and expenses”. The amounts recorded in other comprehensive earnings are recycled in the income statement during the periods when the hedged cash flows impact profit and loss. 2.15 Cash equivalents Cash equivalents include current bank accounts and UCITS units which can be mobilised or sold in the very short term (less than 3 months) and which present no significant change in value, according to the criteria stipulated in IAS 7. These assets are carried at fair value. 2.19 Employee benefits The Group’s employees are entitled to: ★ de2011-07-04T17:25:35+02:00http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=71http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=71Financial statements / Notes to the financial statements 4 Under defined-benefit plans, retirement and related obligations are valued according to the actuarial method of forecast unit credits based on final salary. The calculations include actuarial assumptions, mainly pertaining to mortality, personnel rotation rates, end-of-career salary forecasts and the discount rate. These assumptions take into account the economic conditions of each country or each Group entity. The rate is determined in relation to the obligations incumbent upon tier 1 companies in the region in question. These valuations are made every year. Actuarial gains and losses on defined-benefit post-employment benefit systems resulting from changing actuarial assumptions or experience-related adjustments (differences between previous actuarial assumptions and actual events) are recognized in full, under other comprehensive earnings for the period in which they are incurred. The same applies to any adjustments resulting from the limiting of hedging assets in the case of over-financed systems. These items are never subsequently recycled into profit and loss. In compliance with interpretation IFRIC 14, net assets resulting from surplus financing of the FSCI’s defined-benefits pensions plan are not recognised in the Group’s accounts, as the Group has no unconditional right to receive this surplus. The employees of Vitogaz France, Rubis Antilles Guyane and Vitogaz Deutschland are also entitled to seniority bonuses following the awarding of long-service medals, which fall into the category of long-term benefits, as defined in standard IAS 19. The amounts of the bonuses liable to be awarded have been valued via the method used to value post-employment defined-benefits plans, except for actuarial gains and losses recognised in the income statement for the period during which they are incurred. Employees of SARA are entitled to progressive pre-retirement plans, early retirement (“shift work-related”), and retirement leave. The total amount of the commitments corresponding to preretirement allowances and retirement leave has been evaluated using the method described above. ★ payroll costs; ★ taxes. 2.22 Operating income from ordinary activities Rubis uses operating income from ordinary activities as its main performance indicator. Operating income from ordinary activities corresponds to gross operating profit after: ★ other business income; ★ net depreciation and provisions; ★ other operating contingencies and liabilities. 2.23 Other operating income and expenses The Group sets aside operating income and expenses which are unusual, infrequent or, generally speaking, non-recurring and which could impair visibility of the Group’s operational performance. This income and expense include the impact of the following in profit and loss: ★ business combinations and disposals (negative goodwill, strategic acquisition costs, capital gains or losses.); ★ capital gains or losses or retired tangible or intangible assets; ★ other unusual and non-recurrent income and expense; ★ significant provisions and impairment of tangible or intangible assets. 2.24 Taxes Deferred tax assets and liabilities are recognised for all temporary differences between book value and tax value, using the liability method. Deferred tax assets are recognised for all deductible temporary differences, unused tax losses and unused tax credits, subject to the probability of taxable profit becoming available in the foreseeable future, against which the deductible temporary differences, unused tax losses and unused tax credits can be used. Deferred tax assets and liabilities are measured at the expected tax rate for the period when the asset is realised or the liability is settled (liability method), based on tax rates and laws enacted by the end of the reporting period. Deferred tax assets and liabilities are not discounted. 2.20 Revenue from ordinary activities Sales revenue from the Group’s activities is recognized: ★ for income 2011-07-04T17:25:35+02:00http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=72http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=724 - Financial statements / Notes to the financial statements 2.26 Treatment of changes in consolidation scope when analysis cash flows A specific line in the consolidated statement of cash flows presents the net effect of: ★ the price paid or received by the Group upon the acquisition These bonus share awards are valued at fair value on the date of attribution, using a binomial model. The valuation is based, in particular, on the share price on the date of attribution, taking into account the absence of dividend during the vesting period. This fair value at time of attribution is recognised as personnel expense, on a linear basis over the period of acquisition of the rights, offset against shareholders’ equity. or disposal of consolidated companies; ★ and the cash held by these consolidated companies, added to or subtracted from consolidated cash. Company savings plans The Group has set up several company savings plans for its employees. These plans provide employees with the possibility of subscribing to a reserved capital increase at a discounted share price. The plans comply with the conditions of application of share purchase plans (French National Accounting Council statement dated 21 December 2004). The fair value of each share is then estimated as corresponding to the variance between the share price on the date the plan was awarded and the subscription price. The share price is nonetheless adjusted to take into account the 5-year vesting period based on the variance between the risk-free rate on the grant date and the interest rate of an ordinary 5-year consumer loan. If there is no vesting period, the personnel expense is recognised directly against shareholders’ equity. The expense corresponding to the company contribution granted to employees is also recognized in the income statement under personnel costs. 2.27 Share-based payments IFRS 2 provides for personnel expense to be recognised for services remunerated by benefits granted to employees in the form of share-based payments. These services are carried at fair value of the instruments awarded. All the plans granted by the Group are in the form of instruments settled in shares; the personnel expense is offset in shareholders’ equity. Share subscription option plans Stock options are granted to some members of Rubis Group personnel. These options are valued at fair value on the date of attribution, using a binomial model (Cox Ross Rubinstein). These models take into account the plan’s characteristics (exercise price, exercise period) and market data at time of attribution (risk-free rate, share price, volatility, expected dividends). This fair value at time of attribution is recognised as personnel expense, on a linear basis over the period of acquisition of the rights, offset against shareholders’ equity. Bonus share awards Bonus share plans are also granted to some members of Rubis Group personnel. 3. Consolidation scope 3.1 Consolidation scope at December 31, 2010 The consolidated financial statements for the fiscal year ended December 31, 2010 include the Rubis financial statements and those of its subsidiaries listed in the table below. Dec. 31, 2010 Dec. 31, 2009 Dec. 31, 2010 Dec. 31, 2009 % Control % Control % Interest % Interest Legal relationship Name Headquarters Rubis 105, av. Raymond Poincaré 75116 Paris SIREN No.: 784 393 530 105, av. Raymond Poincaré 75116 Paris SIREN No.: 309 265 965 105, av. Raymond Poincaré 75116 Paris SIREN No.: 323 069 112 33, av. de Wagram 75017 Paris SIREN No.: 775 686 405 Parent company Coparef 100.00% 100.00% 100.00% 100.00% Subsidiary Indirect subsidiary Cofidevic 100.00% 100.00% 100.00% 100.00% Rubis Terminal 99.11% 99.11% 99.11% 99.11% Subsidiary 70 RUBIS | 2010 Summary Annual Review2011-07-04T17:25:35+02:00http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=73http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=73Financial statements / Notes to the financial statements 4 Name Headquarters Dec. 31, 2010 Dec. 31, 2009 Dec. 31, 2010 Dec. 31, 2009 % Control % Control % Interest % Interest Legal relationship Stockbrest Société du Dépôt de St Priest Société des Pipelines de Strasbourg Société Européenne de Stockage Dépôt Pétrolier de La Corse Rubis Terminal BV Rubis Terminal Antwerp Vitogaz HP Trading Sicogaz Sigalnor Starogaz Norgal Frangaz Vito Corse Vitogaz Switzerland Z I Portuaire St Marc 29200 Brest SIREN No.: 394 942 940 16, rue des Pétroles 69 800 Saint Priest SIREN No.: 399 087 220 33, av. de Wagram 75017 Paris SIREN No.: 382 433 852 28, rue de Rouen 67000 Strasbourg-Robertsau SIREN No.: 304 575 194 33, av. de Wagram 75017 Paris SIREN No.: 652 020 659 Welplaatweg 26 3197 KS Botlek-Rotterdam The Netherlands 179, rue de la Vignette 1160 Brussels Belgium 100, terrasse Boieldieu 92800 Puteaux SIREN No.: 552 048 811 100, terrasse Boieldieu 92800 Puteaux SIREN No.: 384 025 839 100, terrasse Boieldieu 92800 Puteaux SIREN No.: 672 026 523 Route du Hoc Gonfreville l’Orcher 76700 Harfleur SIREN No.: 353 646 250 100, terrasse Boieldieu 92800 Puteaux SIREN No.: 418 358 388 Route de la Chimie Z.I. Gonfreville l’Orcher 76700 Harfleur SIREN No.: 777 344 623 Parc Saint Christophe Bâtiment Newton 1 10, avenue de l’Entreprise 95866 Cergy Pontoise SIREN No.: 491 422 127 100, terrasse Boieldieu 92800 Puteaux SIREN No.: 518 094 784 Bugeon CH – 2087 Cornaux Switzerland 65.00% 65.00% 64.42% 64.42% Indirect subsidiary Indirect subsidiary Indirect subsidiary Indirect subsidiary Indirect subsidiary Indirect subsidiary Indirect subsidiary 100.00% 100.00% 99.11% 99.11% 62.49% 62.49% 39.64% 39.75% 64.17% 64.00% 63.43% 63.60% 53.50% 0.00% 53.07% 0.00% 100.00% 100.00% 99.11% 99.11% 50.00% 50.00% 49.56% 49.56% 100.00% 100.00% 100.00% 100.00% Subsidiary Indirect subsidiary Indirect subsidiary 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 35.00% 35.00% 35.00% 35.00% Indirect subsidiary Indirect subsidiary 100.00% 100.00% 100.00% 100.00% 20.94% 20.94% 20.94% 20.94% Indirect subsidiary 100.00% 50.00% 100.00% 50.00% Indirect subsidiary Indirect subsidiary Indirect subsidiary 100.00% 0.00% 100.00% 0.00% 100.00% 100.00% 100.00% 100.00% RUBIS | 2010 Summary Annual Review 712011-07-04T17:25:35+02:00http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=74http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=744 - Financial statements / Notes to the financial statements Name Headquarters Dec. 31, 2010 Dec. 31, 2009 Dec. 31, 2010 Dec. 31, 2009 % Control % Control % Interest % Interest Legal relationship Vitogaz Czech Republic Gas Logistics Vitogas Espana Vitogaz Deutschland Fuel Supplies Channel Islands La Collette Terminal Vitogaz Maroc Lasfargaz Kelsey Gas Ltd Vitogaz Madagascar Eccleston Vitogaz Comores Vitogaz Sénégal Gazel Rubis Antilles Guiana SIGL Antilles Tysova 535 278 01 Kralupy Nad Vlavou Czech Republic Tysova 535 278 01 Kralupy Nad Vlavou Czech Republic Avda. Baix Llobregat 1-3,2° A Poligono Màs Blau II 08820 El Prat de Llobregat Spain Stau 169 26122 Oldenburg Germany La Collette Saint Helier JERSEY JE1 0FS Channel Islands La Collette Saint Helier JERSEY JE1 0FS Channel Islands 3, rue Abdelkader El Mazini 20100 Casablanca Morocco 6, rue Réaumur 20,100 Casablanca Morocco Jamalacs Building Vieux Conseil Street Port Louis Mauritius 122, rue Rainandriamampandry Faravohitra – BP 3984 Antananarivo 101 Madagascar Jamalacs Building Vieux Conseil Street Port Louis Mauritius Voidjou Moroni Comoros Kilometre 18 Route de Rufisque BP 20971 Thiaroye Dakar Senegal 122, rue Rainandriamampandry Faravohitra BP 3984 – Antananarivo 101 Madagascar BP 86 97181 Abymes Cedex Guadeloupe – France SIREN No.: 542 095 591 Voie principale ZI de Jarry 97122 Baie – Mahaut Guadeloupe – France SIREN No.: 344 959 937 100.00% 100.00% 100.00% 100.00% Indirect subsidiary Indirect subsidiary 80.00% 80.00% 80.00% 80.00% 100.00% 100.00% 100.00% 100.00% Indirect subsidiary Indirect subsidiary Indirect subsidiary Indirect subsidiary Indirect subsidiary Indirect subsidiary 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 70.00% 70.00% 70.00% 70.00% 100.00% 100.00% 100.00% 100.00% Subsidiary 100.00% 100.00% 100.00% 100.00% Indirect subsidiary 100.00% 100.00% 100.00% 100.00% Indirect subsidiary Indirect subsidiary 99.97% 99.97% 99.97% 99.97% 100.00% 100.00% 100.00% 100.00% Indirect subsidiary 49.00% 49.00% 49.00% 49.00% Indirect subsidiary 100.00% 100.00% 100.00% 100.00% Indirect subsidiary 100.00% 100.00% 100.00% 100.00% Indirect subsidiary 72 RUBIS | 2010 Summary Annual Review2011-07-04T17:25:35+02:00http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=75http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=75Financial statements / Notes to the financial statements 4 Name Headquarters Dec. 31, 2010 Dec. 31, 2009 Dec. 31, 2010 Dec. 31, 2009 % Control % Control % Interest % Interest Legal relationship Stocabu Antilles SARA Antilles Rubis Bermuda Rubis Energy Bermuda Carrefour Raizet Baimbridge – Immeuble Sodega 97139 Abymes Cedex Guadeloupe – France SIREN No.: 388 122 054 Tour TOTAL 24, cours Michelet 92800 Puteaux SIREN No.: 692 014 962 2, Ferry Road Saint Georges’s GE 01 Bermuda 2, Ferry Road Saint Georges’s GE 01 Bermuda 50.00% 50.00% 50.00% 50.00% Indirect subsidiary 24.00% 24.00% 24.00% 24.00% Indirect subsidiary Indirect subsidiary Indirect subsidiary 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% All Group companies have been fully consolidated, with the exception of Sigalnor, Stocabu, Rubis Terminal Antwerp and SARA, which have been consolidated according to the proportional method and GIE Norgal, which has been consolidated according to the equity method. The accounts of the Vitogaz Deutschland subsidiaries, which are not significant, have not been consolidated. Rubis Antilles Guyane holds a minority stake in five EIGs located in the French West Indies; these companies’ accounts, which are not significant, are not consolidated. S2L was dissolved during the financial period, without any impact on the consolidated accounts. Following the disposal of shares in Vitogaz Bulgaria, Stitching Tigrane is no longer consolidated, as of December 31, 2010, as this structure’s assets and liabilities are now nil. The impacts relating to this change in consolidation rate are summarised below: (in thousands of euros) Frangaz Capitalised assets Deferred tax Inventories and work in progress Trade and other accounts receivable Total assets Negative Goodwill (profit and loss) Borrowings and financial debt Provisions Loans and short-term bank borrowings Trade and other accounts payable Total liabilities 14,293 2,153 152 633 17,231 8,353 4,276 379 1,262 2,961 17,231 3. 2 Change in consolidation scope 3. 2.1 Takeover of Frangaz Frangaz was established jointly by BP and Vitogaz IN 2006, with the prime objective of marketing bottled gas (LPG) in Hypermarkets and Supermarkets under the distributor’s brand name. Until December 31, 2009, the Frangaz accounts were consolidated within the Rubis consolidation scope, according to the proportional consolidation method. On February 15, 2010, BP France sold its stake in Frangaz to Vitogaz, which thus became the sole shareholder. The Frangaz accounts have been consolidated since January 1st, 2010, according to the global consolidation method. This transaction resulted in negative goodwill of 8,353 thousand euros and was recognised under “other operating income and expenses” on the date of the takeover. 3.2.2 New business in Corsica In the first half of 2010, the Group acquired a 53.50% stake in Dépôts Pétroliers de La Corse (DPLC), which owns the Ajaccio and Bastia oil depots. Accordingly, Rubis is in charge of coordinating petroleum product supply logistics for the entire Corsica Region, as well as managing and operating the depots. This interest was acquired in stages, for a total price of one million euros. This new structure’s accounts have been consolidated since January 1st, 2010, at which date negative goodwill of 900 thousand euros was recognised in the income statement. This goodwill remains temporary, until the end of the appropriation period, 12 months after the date of entry into consolidation scope. This appropriation period is scheduled to end on June 30, 2011. RUBIS | 2010 Summary Annual Review 732011-07-04T17:25:35+02:00http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=76http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=764 - Financial statements / Notes to the financial statements The impacts of this entry into the consolidation scope are detailed below: (in thousands of euros) DPLC 3.2.4 Merger of Rubis Terminal and Rubis Stockage Rubis Stockage was wholly owned by Rubis Terminal at December 31, 2009. During the first half of 2010, Rubis Stockage was absorbed by Rubis Terminal. This transaction has no impact on the Group’s consolidated income statement. Capitalised assets Trade and other accounts receivable Total assets Negative Goodwill (profit and loss) Share purchase price Shareholders’ equity excl. Group Borrowings and financial debt Provisions Borrowings and short-term bank borrowings (short-term portion) Trade and other accounts payable Total liabilities 10,936 1,568 12,504 858 999 1,612 3,375 2,269 799 2,592 12,504 3.2.5 End of year acquisitions In November 2010, Rubis signed an agreement for the future purchase of BP Group’s LPG distribution business in Spain. This structure’s accounts will not be consolidated until 2011, but payment was made for the equity interests at the end of 2010, for the sum of 25 million euros (§4-5.1). On October 15, 2010, Rubis signed an agreement with SHELL for the purchase of its LPG distribution subsidiaries in Southern Africa, mainly South Africa but including Botswana, Lesotho and Swaziland. This acquisition became final towards the end of the year, leading to payment being made for the equity interests amounting to 7 million euros and reimbursement of SHELL’s financial advances totaling 46 million euros. These companies’ accounts will be included in the consolidation scope with effect from 2011 (§4-5.1). The final prices of these acquisitions are liable to be adjusted in 2011, as the final amounts cannot be determined to date. These entities were not consolidated at December 31, 2010, as, firstly, their consolidation would have had no material impact on the Group’s consolidated income statement and, secondly, in the case of companies acquired at the end of 2010, the accounting data necessary to consolidate them was not available. In 2011, the Group will also finalise the acquisition of Chevron Group’s petroleum products distribution business in the Caribbean region, for the sum of 300 million dollars. For this purpose, in December 2010 the Group made an advance payment of 22 million euros (§4.5 and 7.2). Moreover, Rubis has set up a new company, Vito Corse, which accommodates a network of service stations in the Corsica Region. This structure’s contribution to the consolidated financial statements at December 31, 2010 is as follows: (in thousands of euros) Vito Corse Capitalised assets Deferred tax Trade and other accounts receivable Cash Total assets Share purchase price Consolidated reserves Borrowings and financial debt Provisions Trade and other accounts payable Total liabilities 8,147 79 3,105 1,339 12,669 1,000 (26) 7,027 46 4,622 12,669 3.2.3 Disposal of Vitogaz Bulgaria In the second half of 2010, the Group sold its interests in Bulgaria for 7 million euros. The consequences of this disposal on the consolidated income statement are presented below: (in thousands of euros) Vitogaz Bulgaria Capitalised assets Inventories Trade and other accounts receivable Cash Total assets Consolidated reserves Deposits Provisions Trade and other accounts payable Deferred tax Total liabilities (7,683) (2,267) (2,574) (2,716) (15,241) (8,801) (2,724) (97) (3,231) (388) (15,241) 74 RUBIS | 2010 Summary Annual Review2011-07-04T17:25:35+02:00http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=77http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=77Financial statements / Notes to the financial statements 4 72,953 4. Notes to the balance sheet 4.1 Tangible assets (in thousands of euros) Gross value at Dec. 31, 2009 Acquisitions (1) Decreases and reclassifications (2) (3) Foreign exchange difference Gross value at Dec. 31, 2010 Other tangible assets Advances and down payments on tangible assets Fixed assets in progress Technical plant, equipment and tools Land and buildings Total 65,393 337 54,514 522,628 248,779 891,651 10,639 581 56,397 65,680 16,333 149,630 (3,223) (894) (30,864) 7,042 1,994 (25,945) 144 4 111 14,234 2,379 16,872 28 80,158 609,584 269,484 1,032,207 (in thousands of euros) Amortisation at Dec. 31, 2009 Increases (1) Decreases and reclassifications (2) (3) Foreign exchange difference Amortisation at Dec. 31, 2010 Other tangible assets Installations and equipment Land and buildings Total Net value (27,662) (295,106) (102,916) (425,685) 465,966 (5,180) (41,772) (12,393) (59,345) 3,140 8,146 3,944 15,230 (43) (6,813) (605) (7,461) (29,745) (335,545) (111,970) (477,260) 554,947 (1) Including impact of the entry of Dépôts Pétroliers de La Corse into the consolidation scope and the change in the Frangaz consolidation rate: €41,155 thousand on tangible fixed assets and €16,405 thousand on amortisation (§3.2.1). (2) Including impact of the withdrawal of Vitogaz Bulgaria from the consolidation scope: €10,703 thousand on tangible fixed assets and €3,039 thousand on amortisation (§3.2.3). (3) The remaining totals in the “decreases and reclassifications” column mainly comprise retired assets. 4.2 Goodwill Dec. 31, 2009 Variation Dec. 31, 2010 Goodwill (gross value) Impairment Goodwill (net value) Vitogaz has established Vitogaz Corse, a company which has taken over a network of service stations in the Corsica Region. This business combination has resulted in a recognition of one million euros in goodwill. For the purposes of the Frangaz takeover, business has been reclassified as goodwill for a total of €0.4 million. For the purposes of appropriating the goodwill generated following the various business combination programmes and implementation of IFRS 8, Operating Segments, Rubis has opted for the following CGUs: 245,175 245,175 1,383 1,383 246,558 246,558 ★ Liquid Products Storage business (Europe); ★ LPG Distribution business (Europe); ★ LPG Distribution business (Africa); ★ LPG Distribution business (Caribbean). The allocation was based on Rubis’ organisational structure and the internal reporting system, enabling not only management of operations but also tracking of the return on capital employed and goodwill for internal management purposes. The amount of goodwill or intangible assets with an indefinite useful life allocated to each cash-generating unit was as follows at December 31, 2010. Intangible assets with indefinite useful life (in thousands of euros) Goodwill Liquid Products Storage business (Europe) LPG distribution business (Europe) LPG distribution business (Africa) LPG distribution business (Caribbean) Total * See note 4.3. 49,616 139,171 1,210 56,561 246,558 2,319* 2,319 RUBIS | 2010 Summary Annual Review 752011-07-04T17:25:35+02:00http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=78http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=784 - Financial statements / Notes to the financial statements Impairment tests at December 31, 2010 As of December 31, 2010, Rubis automatically tested all goodwill determined definitively according to the discounted future cash flow method. Recoverable amounts are based on an asset’s value in use. Going value calculations are based on cash flow forecasts, compliant with financial budgets approved by management at year-end, covering a period of three years. The primary assumptions used in the calculation relate to trading volumes and market prices. Cash flows beyond the three-year period are extrapolated at a growth rate of 1%. The discount rate, based on the weighted average cost of capital (WACC), reflects current market appreciations of the time value of money and the specific risks inherent in each cash generating unit. The following discount rates are used: ★ Liquid Products Storage business (Europe) ★ LPG Distribution business (Europe) ★ LPG Distribution business (Africa) ★ LPG Distribution business (Caribbean) Sensitivity of impairment tests Impairment tests are based on a hypothetical discount rate, infinite growth rate and sensitivity study allowing for a +/-1% variation in infinite growth rate and a +/-1% variation in discount rate. A 1% increase in the discount rate or a 1% fall in the growth rate would not generate a return on capital employed below net book value. 4.3 Intangible assets Other intangible assets mainly include concessions, patents and similar rights and in particular the value of Rubis Terminal’s port lease of €2,319 thousand. Rubis Terminal uses land for its operations under concession from the Independent Ports of Rouen and Dunkirk measuring a surface area of 203,146 m2. These rights were valued according to existing agreements. 5% 5% 7.60% 5% These tests revealed no impairment at December 31, 2010. Gross value at Dec. 31, 2009 Decreases and reclassifications (2) Foreign exchange difference Gross value at Dec. 31, 2010 (in thousands of euros) Acquisitions (1) Port lease value (Rubis Terminal) Other concessions, patents and similar rights Lease (Vitogaz Senegal) Other intangible fixed assets Gross values 2,319 3,396 87 4,957 10,759 10,365 4,780 15,145 (1,415) (54) (1,469) 843 91 934 2,319 13,189 87 9,774 25,368 (in thousands of euros) Amortisation at Dec. 31, 2009 Increases (1) Decreases and reclassifications (2) Foreign exchange difference Amortisation at Dec. 31, 2010 Other concessions, patents and similar rights Other intangible fixed assets Amortisation Net value (1,658) (3,876) (5,534) 5,225 (385) (596) (981) 103 135 238 (15) (48) (63) (1,955) (4,385) (6,340) 19,028 (1) Including impact of the entry of Dépôts Pétroliers de La Corse into the consolidation scope and the change in the Frangaz consolidation rate: €68,000 on tangible fixed assets and €39,000 on amortisation; and including €8.6 million in intangible fixed assets relating to the acquisition of the bottled LPG business in Switzerland. (2) Including impact of the withdrawal of Vitogaz Bulgaria from the consolidation scope: 152 thousand euros in tangible fixed assets and 133 thousand euros in amortisation. 4.4 Equity investments in related companies The Group owns a 20.94% interest in GIE Norgal, which is one of the largest import terminals (60,000 m3) in northern Europe, located in Le Havre, and capable of receiving ships of all sizes and from all ports of origin. GIE Norgal is an economic interest grouping (EIG), set up to provide LPG storage for its members, who share the corresponding costs. GIE Norgal is included in the Rubis Énergie Europe cash generating unit for the purpose of impairment tests, not least because Rubis Énergie Europe gains benefits from belonging to this EIG. 76 RUBIS | 2010 Summary Annual Review2011-07-04T17:25:35+02:00http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=79http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=79Financial statements / Notes to the financial statements 4 2008 4.5 Financial assets Breakdown of financial assets by class (IFRS7) and category (IAS 39) (in thousands of euros) Value on balance sheet 2010 2009 2008 2010 Fair value 2009 Financial Assets held to maturity Bonds and negotiable debt securities Loans and Receivables Short-term loans Long-term loans Deposits and guarantees Trade and other accounts receivable Other Financial Assets available for sale Equity interests Other Financial Assets at fair value Derivatives Cash and cash equivalents Financial Assets 226 226 267,466 195 50,794 1,226 188,501 26,750 35,707 35,707 387 387 181,596 485,382 2,446 2,446 159,660 283 3,795 1,366 148,469 5,747 4,734 4,748 (14) 51 51 99,315 266,206 2,026 2,026 151,848 342 3,862 989 140,725 5,930 3,652 3,652 74 74 89,561 247,161 226 226 267,466 195 50,794 1,226 188,501 26,750 35,707 35,707 0 387 387 181,596 485,382 2,446 2,446 159,660 283 3,795 1,366 148,469 5,747 4,734 4,748 (14) 51 51 99,315 266,206 2,026 2,026 151,848 342 3,862 989 140,725 5,930 3,652 3,652 0 74 74 89,561 247,161 Fair value of financial instruments by level (IFRS 7): ★ equity interest is considered to be level 3 (non-observable 4.5.1 Non-current financial assets Other financial assets include equity interests, other longterm receivables from non-consolidated holdings, capitalised securities, long-term loans, long-term deposits and guarantees on non-cash equivalent securities Dec. 31, 2010 Dec. 31, 2009 Dec. 31, 2008 data), as the shares are not listed; ★ fair value of derivatives is determined using valuing models based on observable data (level 2). Gross values (in thousands of euros) Equity interests Other receivables due from non-consolidated holdings Capitalized securities Loans, deposits and guarantees Total Other Financial Assets Impairment Net values Equity interests correspond to: ★ EIG shares held by Rubis Antilles Guyane; ★ securities held by Vitogaz Deutschland; ★ shares in LPG Propano acquired on December 23, 2010 for 35,706 50,794 1,362 1,054 88,916 (1,136) 87,780 4,748 3,795 3,390 1,170 13,102 (950) 12,152 3,652 3,861 3,327 782 11,622 (963) 10,659 4.5.2 Other current financial assets Current financial assets include short-term assets: ★ receivables due from non-consolidated holdings; ★ loans and deposits and guarantees paid; ★ investment securities which cannot be considered as cash or €25 million; ★ shares and receivables due from interests in Easigas South cash-equivalents; ★ deferred expense; ★ the fair value of hedging instruments; ★ loans and deposits paid on future equity acquisitions. Africa and Easigas Botswana, acquired on December 30, 2010, for €7 million and €46 million, respectively. Given the time frame between the date of the transaction and the end of the financial period, LPG Propano, Easigas South Africa and Easigas Botswana were not included in the consolidation scope at December 31, 2010. These companies will join the consolidation scope during fiscal 2011. RUBIS | 2010 Summary Annual Review 772011-07-04T17:25:35+02:00http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=80http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=804 - Financial statements / Notes to the financial statements (in thousands of euros) Dec. 31, 2010 Dec. 31, 2009 Dec. 31, 2008 Other receivables due from non-consolidated holdings Loans, deposits and guarantees Gross current financial assets Impairment Net current financial assets Fair value of financial instruments Other accounts receivable – advances and deposits Deferred expense Current assets Total other current assets Other receivables from non-consolidated holdings essentially include receivables held by Vitogaz against GIE Norgal. 196 182 378 (10) 368 387 22,016 3,449 25,852 26,220 283 199 482 (10) 472 52 3,253 3,305 3,777 342 223 565 (10) 555 74 2,384 2,457 3,012 Other accounts receivable correspond to the advance payment of €22 million made in December 2010 against the cost of acquisition of Chevron Group’s petroleum product distribution business, which will be finalised in 2011. 4.5.3 Other non-current assets Gross values (in thousands of euros) One to five years More than five years Italian tax credit Deferred expense – long-term portion Total 645 496 1,141 4.5.4 Trade and other accounts receivable (current operating assets) Trade and other accounts receivable include the short-term portion of trade accounts receivable and related accounts, employee receivables, government receivables, and other operating receivables. The portion due in more than one year of the aforementioned accounts is included in non-current financial assets. Gross values (in thousands of euros) Dec. 31, 2010 Dec. 31, 2009 Dec. 31, 2008 Trade accounts receivable and related accounts Employee receivables Government receivables Other operating receivables Deferred revenue Total 158,690 144 11,519 21,423 191,776 112,186 203 12,475 15,083 11,571 151,518 112,073 136 15,479 11,699 4,130 143,517 Depreciation (in thousands of euros) Dec. 31, 2009 Provisions Reversals Dec. 31, 2010 Trade accounts receivable and related accounts Other operating receivables Total 2,939 110 3,049 1,116 67 1,183 (856) (101) (957) 3,199 76 3,275 78 RUBIS | 2010 Summary Annual Review2011-07-04T17:25:35+02:00http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=81http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=81Financial statements / Notes to the financial statements 4 3,383 2 40,789 8,895 36,492 89,561 4.5.5 Cash and cash equivalents This account includes the negative bank account balances of the various Group companies as well as investment securities. Investment securities are various types of mutual funds held for trading and as such are recorded at their fair value, namely at their closing price on the market. (in thousands of euros) Dec. 31, 2010 Dec. 31, 2009 Dec. 31, 2008 Trust funds (Sicav) Shares Other funds Deferred interest income Cash Total 98% of investment securities are held by the parent company, Rubis. 79,626 2 45,790 11,342 44,836 181,596 9,274 2 42,814 10,036 37,188 99,314 4.5.6 Credit risk Risk relating to customer concentration Revenue generated with the Group’s largest customer, five largest customers and ten largest customers over the past three fiscal years. (%) 2010 2009 2008 Top customer Top five customers Top ten customers Risk relating to share price fluctuations (in thousands of euros) 2% 8% 13% 3% 7% 9% 7% 13% 17% Portfolio of third-party shares or mutual equity funds Portfolio of treasury shares Position on balance sheet Off-balance sheet Overall net position 511 511 The Group’s maximum customer credit risk stems from the accounts receivable at year-end, which are as follows for each geographic region: Net book value (in thousands of euros) 2010 2009 2008 Europe Caribbean Africa Total Antecedence of current assets at year-end breaks down as follows: 104,998 29,064 21,429 155,491 69,964 23,425 15,858 109,247 68,919 24,494 15,922 109,335 Assets due non-depreciated (in thousands of euros) Book value Provision Net book value Assets not yet due 0-6 months 6 months – 1 year more than one year Trade and other accounts receivable Tax assets Other current assets Total * 191,776 143 26,230 218,150 3,275 0 10 3,285 188,501 143 26,220 214,865 150,048 112 1,458 151,619 31,258 31 24,287 55,576 3,870 0 253 4,123 3,325* 0 222 3,547 These receivables are nonetheless recoverable. RUBIS | 2010 Summary Annual Review 792011-07-04T17:25:35+02:00http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=82http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=824 - Financial statements / Notes to the financial statements 4.6 Deferred taxes Deferred taxes are posted as the difference between the book value and tax value of assets and liabilities. Deferred tax assets and liabilities break down as follows: (in thousands of euros) 2010 2009 2008 Fixed assets and amortisations Loss carry-over Temporary differences Provisions for risks Provisions for environmental costs Financial instruments Pensions commitments Other Net deferred taxes Deferred tax assets Deferred tax liabilities Net deferred taxes Deferred taxes relating to tax losses carried forward mainly concern: ★ tax losses carried forward on Frangaz and Rubis Terminal, (34,934) 5,806 2,400 791 1,965 1,315 1,317 (0) (21,341) 6,002 (27,343) (21,341) (33,422) 4,056 (380) 490 1,935 1,702 931 0 (24,688) 3,972 (28,660) (24,688) (33,465) 4,204 765 1,519 1,826 3,630 726 (26) (20,821) 3,944 (24,765) (20,821) Deferred taxes on fixed assets mainly comprise: ★ the cancellation of excess tax depreciation over normal depreciation; ★ introduction of uniform of amortisation rates on technical plant; ★ the difference between the consolidated value and the totaling €5,027 thousand; ★ amortisation deemed deferred and an investment tax credit not subject to time limitations at Vitogaz Madagascar, totaling €772 thousand. Business forecasts updated at year-end justify the high probability of deferred tax assets being applied. Deferred taxes relating to financial instruments are made up of the deferred tax relating to the fair value of hedging instruments on raw materials, interest rates and exchange rates at Rubis Terminal, Vitogaz, Rubis Antilles Guyane and Rubis. individual company value of certain assets. Deferred tax assets and liabilities are offset by entity or by tax consolidation unit. Only the net deferred tax asset or liability per entity or tax consolidation unit appears on the balance sheet. There is only one tax consolidation scope within the Group, that of the parent company, Rubis, which comprises the following entities: Rubis Terminal, Vitogaz, HP Trading, Starogaz, Sicogaz, Rubis Antilles Guyane and SIGL. 4.7 Inventories Gross values (in thousands of euros) Dec. 31, 2010 Dec. 31, 2009 Dec. 31, 2008 Inventories of raw materials and supplies Inventories of finished and semi-finished products Inventories of merchandise Total 26,563 20,501 33,779 80,843 18,657 14,235 22,117 55,008 19,288 14,639 15,570 49,497 Depreciation (in thousands of euros) Dec. 31, 2009 Provisions Reversals Dec. 31, 2010 Inventories of raw materials and supplies Inventories of finished and semi-finished products Inventories of merchandise Total 2,501 139 2,640 1,971 93 72 2,136 1,563 67 1,630 2,909 93 144 3,146 80 RUBIS | 2010 Summary Annual Review2011-07-04T17:25:35+02:00http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=83http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=83Financial statements / Notes to the financial statements 4 4.8 Shareholders’ equity Rubis share capital comprises 14,069,575 fully paid-up shares with a par value of €5 each, for a total of €70,348 thousand at December 31, 2010. Subscriptions under a company savings plan resulted in a capital increase of 23,806 new shares, including €119 thousand corresponding to the par value of €5 per share and €1,047 thousand corresponding to additional paid-in capital or €43.98 per share. €18 thousand net of taxes relating to the costs corresponding to this capital increase were charged against additional paid-in capital. The option exercised by the General Partners and certain shareholders for the payment of their dividend in shares resulted in a capital increase of 510,406 new shares, including €2,552 thousand corresponding to the par value of €5 per share and €25,607 thousand corresponding to additional paid-in capital or €50.17 per share. €130 thousand net of taxes relating to the costs associated with this capital increase were charged against additional paid-in capital. The Management Board notes that, for the period between January 1 and December 31, 2010, 42,567 bonus shares were definitively awarded at the Rubis share’s par value of €5 per share. This share award gave rise to a capital increase of €213 thousand, corresponding to the par value, charged against additional paid-in capital. The Management Board notes that, for the period between January 1 and December 31, 2010, 13,399 options were exercised at a subscription price of €22.70 per share, or a sum total of €304 thousand. Each option exercised resulted in the simultaneous issue of the same number of shares, leading to a capital increase of 13,399 new shares, €67 thousand corresponding to the par value of €5 per share and €237 thousand corresponding to additional paid-in capital, or €17.70 per share. The Management Board notes that, for the period between January 1 and December 31, 2010, 1,000 options were exercised at a subscription price of €27.90 per share, or a sum total of €28 thousand. Each option exercised resulted in the simultaneous issue of the same number of shares, leading to a capital increase of 1,000 new shares, €5 thousand corresponding to the par value of €5 per share and €23 thousand corresponding to additional paid-in capital, or €22.90 per share. The Management Board notes that, for the period between January 1 and December 31, 2010, 2,107 options were exercised at a subscription price of €46.59 per share, or a sum total of €98 thousand. Each option exercised resulted in the simultaneous issue of the same number of shares, leading to a capital increase of 2107 new shares, €10 thousand corresponding to the par value of €5 per share and €88 thousand corresponding to additional paid-in capital, or €41.59 per share. The Management Board notes that, for the period between January 1 and December 31, 2010, 127,913 options were exercised at a subscription price of €51.90 per share, or a sum total of €6,639 thousand. Each option exercised resulted in the simultaneous issue of the same number of shares, leading to a capital increase of 127,913 new shares, €640 thousand corresponding to the par value of €5 per share and €5,999 thousand corresponding to additional paid-in capital, or €46.90 per share. The Management Board notes that, for the period between January 1 and December 31, 2010, 5,116 options were exercised at a subscription price of €55.10 per share, or a sum total of €282 thousand. Each option exercised resulted in the simultaneous issue of the same number of shares, leading to a capital increase of 5,116 new shares, €26 thousand corresponding to the par value of €5 per share and €256 thousand corresponding to additional paid-in capital, or €50.10 per share. €6 thousand net of taxes relating to the costs associated with the capital increases subsequent to the exercise of options were charged against additional paid-in capital. On January 18, 2010, Rubis e2011-07-04T17:25:35+02:00http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=84http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=844 - Financial statements / Notes to the financial statements ★ 40,000 new shares, including €200 thousand euros corresponding to the par value of €5 per share and €2,304 thousand to the additional paid-in capital, or €57.61 per share. ★ 40,000 new shares, including €200 thousand euros corresponding to the par value of €5 per share and €2,387 thousand to the additional paid-in capital, or €59.68 per share. ★ 50,000 new shares, including €250 thousand euros The Management Board noted on December 24, 2010 a capital increase for a par value of €9,926 thousand, through the creation of 1,985,277 new shares, with a par value of €5 per share and additional paid-in capital totaling €117,131 thousand. €584 thousand net of taxes relating to the costs associated with this capital increase were charged against additional paid-in capital. The sum of €1,624 thousand was charged against additional paid-in capital for the legal reserve. At December 31, 2010, Rubis held 6,594 treasury shares. Number of Rubis shares at January 1st, 2010 Capital increase with preferential subscription right Equity Line Dividend payment in shares Exercise of stock options Bonus shares Company Savings Plan Number of Rubis shares at Dec. 31, 2010 10,821,744 1,985,277 536,240 510,406 149,535 42,567 23,806 14,069,575 corresponding to the par value of €5 per share and €3,107 thousand to the additional paid-in capital, or €62.14 per share. ★ 50,000 new shares, including €250 thousand euros corresponding to the par value of €5 per share and €3,230 thousand to the additional paid-in capital, or €64.59 per share. ★ 50,000 new shares, including €250 thousand euros corresponding to the par value of €5 per share and €3,342 thousand to the additional paid-in capital, or €66.84 per share. €568 thousand net of taxes relating to the costs associated with this capital increase were charged against additional paidin capital. 4.9 Stock options and bonus shares Stock options Stock option plan characteristics Exercise price (in euros) after readjustment following capital increase of Dec. 24, 2010 Number of options warded in 2010 being readjusted following capital increase of Dec. 24, 2010 Date of Management Board Meeting Number of options awarded Number of options full and void or cancelled at Dec. 31, 2010 Number of options exercised at Dec. 31, 2010 Number of options not exercised at Dec. 31, 2010 July 17, 2001 December 13, 2002 January 19, 2004 July 29, 2004 July 12, 2005 July 27, 2006 November 17, 2006 August 29, 2007 February 12, 2008 June 04, 2008 July 22, 2009 Total 222,939 12,349 25,270 3,160 4,214 309,390 5,116 4,000 11,900 5,000 360,000 963,338 22.70 24.400 26.85 31.76 44.83 49.95 55.10 56.15 50.90 54.91 48.12 222,939 12,349 13,635 2,107 127,913 5,116 455 124 83 6,274 157 466 196 14,088 21,843 12,090 3,284 2,190 166,380 0 4,157 12,366 5,196 374,088 579,751 21,371 21,371 384,059 82 RUBIS | 2010 Summary Annual Review2011-07-04T17:25:35+02:00http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=85http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=85Financial statements / Notes to the financial statements 4 26.85 31.76 44.83 49.95 Options in circulation Exercise price (in euros) after readjustment following capital increase of Dec. 24, 2010 Options eligible for exercise Exercise price (in euros) after readjustment following capital increase of Dec. 24, 2010 Date of Management Board Meeting Number of options Exercise deadline Number of options January 19, 2004 July 29, 2004 July 12, 2005 July 27, 2006 August 29, 2007 February 12, 2008 June 04, 2008 July 22, 2009 Total 12,090 3,284 2,190 166,380 4,157 12,366 5,196 374,088 579,751 01/18/2014 07/28/2014 07/11/2015 07/26/2012 08/28/2013 02/11/2013 06/03/2014 07/21/2014 26.85 31.76 44.83 49.95 56.15 50.90 54.91 48.12 12,090 3,284 2,190 166,380 183,944 On July 22, 2009, the Management Board decided to postpone by one year the option exercise periods of the Plans dated July 27, 2006, November 17, 2006, August 29, 2007 and June 4, 2008. Bonus shares Date of Management Board Meeting Number of shares likely to be awarded after readjustment following capital increase of Dec. 24, 2010 Number of shares null and void or cancelled at Dec. 31, 2010 February 12, 2008 June 04, 2008 July, 22 2009 Total The conditions for granting bonus shares have been set by the Management Board. The vesting period for bonus shares is three or four years from the grant date, depending on the plan. Stock option awards are subject to the conditions determined by the Management Board. Measurement of stock options plans and bonus shares The risk-free interest rate used to measure stock options and bonus shares is the yield on French government bonds with the same maturity as the options (source: IBoxx). The annual dividend rate is estimated at 2.50% for all stock options plans prior to 2009, except for the plans dated July 27, 2006 and November 17, 2007, for which a 3.10% dividend rate is applicable. For plans set up in 2009 and plans updated in 2009, a rate of 5% is applicable. Regarding early exercise of options: this is based on the reasonable expectations that option holders can expect to have over the lifetime of the option. The implied volatility used in the calculation is estimated on the basis of past volatility levels. 1,768 728 53,164 55,660 0 Company Savings Plan Valuation of Company Savings Plans The risk-free interest rate used to calculate Company Savings Plan value is the interest rate applicable to government bonds in the Euro zone with the same term as the instruments themselves (source: Iboxx), i.e. 2.80% for the 2009 plan. The discount applicable to non-transferability was estimated on the basis of an average 5-year loan interest rate, i.e. 2.63% for the 2010 plan. The annual dividend rate is estimated at 2.50%. A €1,728 thousand charge for stock options, bonus shares, and the Company savings plan was recognised under personnel expenses in 2010. RUBIS | 2010 Summary Annual Review 832011-07-04T17:25:35+02:00http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=86http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=864 - Financial statements / Notes to the financial statements 4.10 Financial liabilities Breakdown of financial liabilities by class (IFRS7) and category (IAS 39) (in thousands of euros) Value on balance sheet 2010 Fair value 2009 4,969 4,969 464,259 258,751 58,904 7,156 132,493 3,682 3,274 21,649 490,877 2008 10,552 10,552 417,327 228,372 57,677 1,807 120,530 5,551 3,390 36,104 463,983 2010 2009 4,969 4,969 464,259 258,751 58,904 7,156 132,493 3,682 3,274 21,649 490,877 2008 10,552 10,552 417,327 228,372 57,677 1,807 120,530 5,551 3,390 36,104 463,983 Financial Liabilities at Fair Value Derivatives Financial Liabilities at Amortized Cost Borrowings and financial debt Deposits on containers Other non-current liabilities Trade and other accounts payable Tax liabilities Other current liabilities Banks Financial liabilities 4,209 4,209 574,856 298,627 68,301 1,354 198,756 4,121 3,697 32,672 611,737 4,209 4,209 574,856 298,627 68,301 1,354 198,756 4,121 3,697 32,672 611,737 Fair value of financial instruments by level (IFRS 7): ★ fair value of derivatives is determined using valuing models based on observable data (level 2). 4.10.1 Financial debt Financial debt is presented in the following table, drawing a distinction between non-current and current liabilities. Current (in thousands of euros) Dec. 31, 2010 Dec. 31, 2009 Dec. 31, 2008 Borrowings from credit institutions Interest incurred but not yet due on borrowings and short-term bank borrowings Short-term bank borrowings Other loans and related debt Total borrowings and short-term bank borrowings (short-term portion) 50,766 1,022 32,290 84,078 40,970 665 21,100 62,735 25,069 1,289 35,072 61,430 Non-current (in thousands of euros) Dec. 31, 2010 Dec. 31, 2009 Dec. 31, 2008 Borrowings from credit institutions Tank deposits Deposits on bottles Other loans and related debt Borrowings and financial debt Total 244,725 22,376 45,925 2,496 315,522 399,600 215,255 22,944 35,960 2,410 276,569 339,304 201,016 23,565 34,112 2,030 260,723 322,153 Borrowings and financial debt (in thousands of euros) At December 31, 2010 One to five years More than five years Borrowings from credit institutions Other loans and related debt Total 231,521 1,496 233,017 13,204 1,000 14,204 84 RUBIS | 2010 Summary Annual Review2011-07-04T17:25:35+02:00http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=87http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=87Financial statements / Notes to the financial statements 4 Total At Dec. 31, 2010 (in thousands of euros) Mortgages Pledged securities Pledged tangible assets Other security Unsecured Borrowings from credit institutions Short-term bank borrowings Other loans and related debt Total 1,698 80,250 313 73,171 3,918 140,059 28,372 2,496 170,927 295,491 32,290 2,496 330,277 1,698 80,250 313 77,089 The change in borrowings and other current and non- current financial liabilities between December 31, 2009 and December 31, 2010 is broken down as follows: Foreign exchange difference (in thousands of euros) Dec. 31, 2009 Issue (1) Redemption Dec. 31, 2010 Current and non-current borrowings and financial debt 280,400 254,228 (205,252) 1,923 331,299 (1) Including impact of the entry of Dépôts Pétroliers de La Corse into the consolidation scope and the change in the Frangaz consolidation rate: €9,336 thousand. At December 31, 2010 (in thousands of euros) Fixed rate Variable rate Borrowings from credit institutions Short-term bank borrowings Total Debt covenants The Group’s net consolidated debt totaled €150 million as of December 31, 2010 Credit agreements include the Group’s commitment to meet the following financial ratios during the term of the loans: ★ net debt to shareholders’ equity ratio of less than 1; ★ net debt to EBITDA ratio of less than 3.5. 13,099 2,509 15,608 231,625 48,258 279,883 As of December 31, 2010, the Group’s ratios showed that Rubis was in a comfortable position in relation to these covenants. Likewise, the overall condition of the Group and its forecasts set aside any likelihood that events might result in acceleration of maturities. Failure to comply with ratios would result in early repayment of borrowings. 4.10.2 Derivatives Market value at Dec. 31, 2010 (€k) Hedge / Entities Item hedged Nominal amount hedged Maturity Type of instrument Raw materials* Interest rate Rubis Terminal Propane purchases 3,000 tonnes of Propane €20m €10m €20m €10m €15m €10m €15m €8m €8m €10m €15m €10.5m €1.45m €25m Jan.2011 Dec. 2012 Oct. 2011 Oct. 2015 Jul. 2013 Jun. 2012 Apr. 2012 Jun. 2012 Dec. 2012 Dec. 2012 Mar. 2012 Nov. 2011 Dec. 2017 Jul. 2017 Fixed price Swap Swap Swap Swap Tunnel Tunnel Tunnel Tunnel Tunnel CAP Swap Swap Swap CAP UOCAP, collar, floor and tunnel (interest rates) 19 (996) (211) 396 (586) (88) (289) (475) (85) 19 (311) (384) 2 (28) (806) Financing of investments in Rotterdam Financing of operations Financing of operations Financing of investments in Rotterdam Financing of investments in Antwerp Rubis Terminal liabilities Vitogaz Borrowings Borrowings Borrowings Vitogaz Calyon liabilities Borrowings Vitogaz Switzerland Borrowings Rubis Antilles Guyane Borrowings for working capital Other instruments not eligible for hedge accounting Total financial instruments * Vitogaz only. €178.95m (3,822) RUBIS | 2010 Summary Annual Review 852011-07-04T17:25:35+02:00http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=88http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=884 - Financial statements / Notes to the financial statements a) Interest rate risk Maturities Characteristics of securites issued or loans contracted Sum total lines (in thousands of euros) Less than one year Between 2 and 5 years More than five years Existence of hedge or not Rate Borrowings (in euros) Fixed rate Variable rate Fixed rate Variable rate Fixed rate Variable rate Fixed rate Variable rate Fixed rate Variable rate Fixed rate Variable rate 4,045 266,691 456 3,207 0 1,588 607 9,258 8,397 1,242 295,491 53 45,261 40 836 961 607 1,234 1,200 573 50,765 2,849 212,025 416 2,141 627 1,143 9,405 230 YES Borrowings (in Moroccan dirhams) Borrowings (in ariary) Borrowings (in CFA Francs) Borrowings (in Swiss Francs) 8,024 4,771 668 231,521 2,427 Borrowings (in Czech Crowns) Total 13,205 None of the Group’s loans to date are likely to be repaid due to enforcement of covenants. The Group set up rate protection agreements (caps, floors, tunnels) up to €178.95 million on a total of €280 million of floating- rate debt as of December 31, 2010, representing 64% of this amount (see off-balance sheet line in table below). Net interest rate schedule (in thousands of euros) DD to 1 year (1) 1 to 5 years Beyond Financial liabilities (2) Financial assets (3) Net position before management transactions Off-balance sheet items (4) Net position after management transactions (1) Including variable rate assets and liabilities. (2) Deposits, negotiable debt securities, bonds, borrowings and other liabilities. (3) Bonds, French Treasury notes, negotiable debt securities, loans, advances and other assets. 84,078 181,596 (97,518) (40,000) (137,518) 231,521 231,521 (60,000) 171,521 13,204 13,204 (78,950) (65,746) (4) Interest-bearing securities, interest rate futures contracts, forward rate agreements, rate swaps and other off-balance sheet commitments including conditional agreements (options, caps, floors, dollars, futures and renegotiations). Each off-balance sheet item is a short or long position that helps adjust the debt maturity schedule and/or type of interest rate. Interest rate sensitivity €130 million of the Group’s debt has a floating interest rate. Confirmed variable rate loans (€280 million) plus bank loans for operational needs (€32 million), minus cash on hand (€182 million). Therefore a 1% variation in short-term interest rates would have an impact neither on the Group’s net financial income, nor on the cost of net financial borrowings, nor on total net income for 2010. b) Foreign exchange risk Rubis purchases LPG and petroleum products in USD; its only potential exposure is therefore to this currency. Rubis Terminal, the trading business, remains marginally exposed (position virtually flat) to foreign exchange fluctuations as its purchases in USD are financed by daily exchanges of Euros for Dollars, corresponding to the sales realised. Rubis Terminal has a 1.7 million positive USD position; a positive USD position may occasionally occur when inventory is low, and corresponds to working inventory that needs to be accumulated. At December 31, 2010, Rubis Énergie posted a negative net USD position of US$11.1 millions. This position is largely due to financing of working capital for the SARA refinery. A €0.01 fall in the euro against the dollar would increase the Group’s foreign exchange risk exposure by €62 thousand. (in USD millions) As of Dec. 31, 2010 Assets Liabilities Net position before management transactions Off-balance sheet position Net position after management transactions 13.3 24.5 (11.2) (11.2) 86 RUBIS | 2010 Summary Annual Review2011-07-04T17:25:35+02:00http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=89http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=89Financial statements / Notes to the financial statements 4 c) Risk of fluctuations in LPG prices Rubis’ risk related to fluctuations in LPG prices is mitigated by the following: 1. LPG price fluctuation risk is mitigated by short product storage times; 2. commercial rates are revised on a regular basis, according to market conditions. 4.10.3 Other liabilities Current (in thousands of euros) Dec. 31, 2010 Dec. 31, 2009 Dec. 31, 2008 Prepaid income and other adjustment accounts Fair value of financial instruments Total other current liabilities 3,697 4,209 7,906 3,274 4,969 8,243 3,390 10,552 13,942 Non-current (in thousands of euros) Dec. 31, 2010 Dec. 31, 2009 Dec. 31, 2008 Other liabilities – long-term portion Prepaid income – long-term portion Total other non-current liabilities 891 463 1,354 6,457 699 7,156 1,189 618 1,807 Other liabilities – proportion with maturity in more than one year include the non-group share of current accounts held with joint companies. 4.10.4 Trade payables (Current operating liabilities) (in thousands of euros) Dec. 31, 2010 Dec. 31, 2009 Dec. 31, 2008 Trade accounts payable Debts on asset acquisitions Liabilities to employees Tax liabilities Expenses payable Current accounts (to minority interests) Miscellaneous operating liabilities Interest incurred on borrowings Total 134,295 4,005 17,278 16,852 213 17,530 8,583 198,756 90,655 3,171 13,131 19,518 200 590 5,228 132,493 87,586 4,395 12,134 12,409 53 97 3,855 120,530 4.10.5 Liquidity risk a) Risk related to supplier and subcontractor concentration Group purchases made with largest supplier, top 5 suppliers and top 10 suppliers over the past three fiscal years: (%) 2010 2009 2008 Top supplier Top five suppliers Top ten suppliers 9% 33% 39% 13% 32% 37% 16% 42% 49% b) Liquidity risk At December 31, 2010, the Group used confirmed credit lines totaling €295 million. Given the Group’s net debt to equity ratio (20%) at December 31, 2010 and its net cash flow, these credit facilities are not likely to be withdrawn due to a breach of covenant. Repayment schedule (in millions of euros) Less than 1 year 1 to 5 years More than 5 years 51 Note, meanwhile, that the Group has €182 million in cash on hand on its balance sheet. 232 13 RUBIS | 2010 Summary Annual Review 872011-07-04T17:25:35+02:00http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=90http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=904 - Financial statements / Notes to the financial statements The residual term to maturity of the Group’s financial liabilities break down as follows (including interest payments). Financial liabilities without derivatives (in thousands of euros) Book value Contractual cash flows Less than 1 month 1-3 months 3 months to 1 year 1-5 years More than 5 years Total Borrowings and financial liabilities Deposits on containers Other non-current liabilities Borrowings and short-term bank borrowings Trade payables Other current liabilities Total 247,221 68,302 1,354 84,078 198,756 7,906 607,617 256,879 68,802 1,354 87,932 198,756 7,906 621,629 38 0 0 34,501 103,277 629 138,445 391 0 0 6,515 37,353 667 44,926 962 972 0 46,913 57,122 4,648 110,618 239,117 9,648 1,354 3 724 1,378 252,223 16,371 58,182 0 0 280 584 75,417 256,879 68,802 1,354 87,932 198,756 7,906 621,629 The difference between the contractual cash flows and the book value of financial liabilities mainly corresponds to future interests. 4.11 Provisions Non-current (in thousands of euros) Dec. 31, 2010 Dec. 31, 2009 Dec. 31, 2008 Employee benefits Provisions for contingencies and expense (a) Provisions for replacement of fixed assets (b) Sub-total (a) + (b) Total Provisions for contingencies and charges include: ★ €1,062 thousand is recognised at December 31, 2010 for 13,485 13,277 9,702 22,979 36,464 12,080 9,384 10,908 20,292 32,372 10,245 12,188 8,981 21,169 31,413 Provisions for replacement of fixed assets are compliant with IAS 16: ★ the Group has estimated depollution and dismantling costs, end-of-agreement compensation to be paid to managers of service stations of the Antilles division; ★ following the disposal of IPEM in February 2006, Rubis and Vitogaz retained a number of litigation issues concerning IPEM and its subsidiaries, together with the corresponding financial liabilities. A provision for risks incurred is recognised on the balance sheet at December 31, 2010 for a total of €1,264 thousand. The maximum guarantee on IPEM liabilities stands at €14 million; ★ €744 thousand is recognised at December 31, 2010 related to the need to customise some of the assets obtained from the acquired businesses; ★ a €2.8 million provision is posted at December 31, 2010 for a risk which may lead to action against Rubis group. largely based on the findings of outside consultants. In compliance with IAS 16, the current value of these expenses was incorporated in the cost of the corresponding installations. Rubis has applied the provisions of the IFRIC interpretation and has thus included in the cost of the corresponding tangible assets the provision determined as of the date of transition (January 1, 2004) and used financial discounting to bring it back to the date on which the corresponding obligation was created, namely in 1995. This asset was depreciated retrospectively to that date for a period of 15 to 40 years depending on the industrial site and the probable due date of the expenses in question. The same provisions were applied for Rubis Antilles Guyane. In the balance sheet as of December 31, 2010, the provision intended to cover these costs amounted to €9,702 thousand. Reversals (in thousands of euros) Provisions at Dec. 31, 2009 Consolidation scope entry and exit Provisions Provisions used Provisions non-used Provisions at Dec. 31, 2010 Provisions for contingencies and expense Provisions for pensions and retirement benefits Provisions for replacement of fixed assets Total 9,384 12,080 10,908 32,372 1,548 64 939 2,551 8,614 2,962 1,261 12,837 (6,269) (1,621) (1,369) (9,259) (2,037) (2,037) 13,277 13,485 9,702 36,464 88 RUBIS | 2010 Summary Annual Review2011-07-04T17:25:35+02:00http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=91http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=91Financial statements / Notes to the financial statements 4 2008 4.12 Employee benefits Employee benefits mainly pertain to pensions commitments and similar benefits (post-employment benefits) and seniority bonuses following the awarding of long-service medals (long-term benefits – Rubis Énergie division only). All these benefit systems are posted in compliance with the method described in note 2.19. The provisions break down as follows: (in thousands of euros) 2010 2009 Provision for pensions Provision for healthcare insurance cover Provision for long-service medals Total The variation in provisions for employee benefits breaks down as follows: (in thousands of euros) 9,795 2,913 777 13,485 9,196 2,310 574 12,080 7,334 2,608 302 10,245 2010 2009 2008 Provisions at January 1 Arrivals in consolidation scope Interest expense for the period Service cost for the period Expect yield from assets for the period Benefits paid for the period Actuarial losses (gains) and limitation of assets Foreign exchange difference Provisions at December 31 12,080 100 1,503 1,075 (731) (214) (612) 286 13,486 10,245 0 1,300 688 (505) (352) 779 (75) 12,080 9,418 0 469 380 (17) (258) 72 181 10,245 Post-employment benefits Post-employment commitments comprise: ★ severance pay on retirement (France, Germany, Senegal and Bermuda); ★ pensions fund commitments in England; this scheme was closed in November 2008; ★ pre-retirement bonuses and retirement leave at SARA (Antilles division); ★ arrangements to assume commitments by companies located in Bermuda for health insurance coverage upon retirement for employees present at the time of the Group’s acquisition of these entities. RUBIS | 2010 Summary Annual Review 892011-07-04T17:25:35+02:00http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=92http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=924 - Financial statements / Notes to the financial statements At December 31, 2008, 2009 and 2010, post-employment benefits were assessed by an independent actuary, using the following hypotheses: Hypotheses 2010 2009 2008 Discount rate Rate of inflation Salary revaluation rate Social contributions rate Proportion of voluntary termination Age at voluntary retirement Mortality table 1.67% to 5.63% (according to structure) 2% to 3.20% (according to structure) 0.0 to 4.50% (according to structure) 0 to 51.33% (according to structure) 100% 58 to 65 years (according to structure) TH/TF 2000-2002 for French employees TD 88-90 for Senegalese employees TD 88-90 for Bermudan employees PNL00 MC YOB for Channel Islands employees Survival table 1998-2003 for Swiss employees Mortality table 2001-2003 for Bulgarian employees 4.25% to 6.29% (according to structure) 2.15% to 3.20% (Channel Islands structure) 0.0 to 4.50% (according to structure) 0 to 51.33% (according to structure) 100% 58 to 65 years (according to structure) TH/TF 2000-2002 for French employees TD 88-90 for Senegalese and SARA employees TV 88-90 for Bulgarian and Bermudan employees PNL00 MC YOB for Channel Islands employees 5.76% to 6.74% (according to structure) 2% to 3.20% (Channel Islands structure) 0.0 to 4.50% (according to structure) 0 to 51.33% (according to structure) 100% 55 to 65 years (according to structure) TH/TF 2000-2002 for French employees TD 88-90 for Senegalese and SARA employees TV 88-90 for Bulgarian and Bermudan employees PNL00 MC YOB for Channel Islands employees Actuarial differences are offset against shareholders’ equity. Discount rates were used in reference to yields obtained from blue chip bond issues with terms equivalent to those of the commitments on the date of assessment. At December 31, 2009, the Group used the same reference indices as in previous years (Iboxx rate) but, in view of current market upheavals, chose to restate them per the subordinate debt elements used in the indices. Following this restatement, discount rates were reduced Assumption 9% (in 2010) annual reduction of 0.5% from 2011 to 2019 by around 60 basis points in the Euro zone, 20 basis in Bermuda and 70 basis points in the United Kingdom. The healthcare coverage plan’s sensitivity to a one percentage point variation in healthcare cost trends (central hypothesis: 10%) shows that the total obligation and the income elements would not be significantly impacted, given the sum total recognised in the Group’s accounts under personnel costs: (in thousands of euros) Assumption 10% (in 2010) annual reduction of 0.5% from 2011 to 2019 Assumption 11% (in 2010) annual reduction of 0.5% from 2011 to 2019 Actuarial debt Dec. 31, 2010 Service cost Interest expense Benefits paid Actuarial debt Dec. 31, 2011 2,340 121 132 (21) 2,572 2,770 148 156 (21) 3,053 3,303 182 186 (21) 3,651 Detail of commitments (in thousands of euros) Dec. 31, 2010 Dec. 31, 2009 Dec. 31, 2008 Actuarial debt for commitments not covered by assets Actuarial debt for commitments covered by assets Market value of hedge assets Deficit Limitation of assets (over-financed schemes) Provision established at Dec. 31, 2010 11,596 18,448 (19,815) 10,229 2,479 12,708 10,170 19,355 (18,019) 11,506 11,506 9,211 15,728 (15,697) 9,243 699 9,942 90 RUBIS | 2010 Summary Annual Review2011-07-04T17:25:35+02:00http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=93http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=93Financial statements / Notes to the financial statements 4 2008 Actuarial debt trend (in thousands of euros) 2010 2009 Acturial debt at Feb. 1 Service cost for the period Interest expense for the period Benefits paid for the period Actuarial losses (gains) and limitation of assets Arrivals in consolidation scope * Foreign exchange difference Acturial debt at Dec. 31 29,526 841 1,476 (669) (2,035) 79 824 30,042 24,939 688 1,300 (737) 2,705 0 631 29,526 9,537 380 448 (257) 1,469 13,182 180 24,939 Hedging asset trends (in thousands of euros) 2010 2009 2008 Hedge assets at January 1 Arrivals in consolidation scope Foreign exchange difference Limitation of assets at Aug. 31, 2008 Expected yield from funds Contributions paid into funds Benefits paid Actuarial gain Hedge assets at Dec. 31 Limitation of assets Assets recognized at Dec. 31 18,019 567 731 (467) 965 19,815 (2,479) 17,336 14,997 1,076 478 (385) 1,103 17,270 750 18,019 437 13,182 2,803 336 222 (321) (963) 15,697 (699) 14,997 The geographical analysis of employee benefits breaks down as follows (in thousands of euros) Europe Caribbean Africa Actuarial assumptions Provision for pensions and healthcare insurance cover Provision for long-service medals 1.67 to 5.53% 5,230 593 4.69 to 5.63% 6,983 175 4,69% 495 8 5. Notes to the income statement 5.1 Sales revenue Sales revenue is detailed in the table below per segment of activity and geographic region of the consolidated companies. Dec. 31, 2010 Revenue (in thousands of euros) Amount % Dec. 31, 2009 Amount % Dec. 31, 2008 Amount % Sales of merchandise Rubis Terminal Rubis Énergie Europe Rubis Caraibes Rubis Énergie Afrique Parent company Sales of manufactured goods and services Rubis Terminal Rubis Énergie Europe Rubis Caraibes Rubis Énergie Afrique Parent company Total 832,850 179,190 329,992 256,014 67,654 616,931 107,563 327,613 180,074 1,680 1 1,449,781 100% 21.52% 39.62% 30.74% 8.12% 100% 17.44% 53.10% 29.19% 0.27% 0.00% - 476,293 102,032 103,814 215,977 54,470 475,652 87,391 245,781 140,646 1,835 1 951,945 100% 21.42% 21.80% 45.35% 11.43% 100% 18.37% 51.67% 29.57% 0.39% 0.00% - 675,917 219,882 121,439 275,107 59,490 516,416 78,062 234,228 202,448 1,675 2 1,192,333 100% 32.53% 17.97% 40.70% 8.80% 100% 15.12% 45.36% 39.20% 0.32% 0.00% - RUBIS | 2010 Summary Annual Review 912011-07-04T17:25:35+02:00http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=94http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=944 - Financial statements / Notes to the financial statements 5.2 Purchases used in the business Purchases used in the business (in thousands of euros) Dec. 31, 2010 Dec. 31, 2009 Dec. 31, 2008 Purchases of raw materials, supplies and other materials used in the business Change in inventories of raw materials, suppliers and other materials used in the business Change in merchandise inventories Goods-in-process inventory Other purchases Merchandise purchases Reversal of provisions for raw materials and merchandise inventories Total 239,071 (8,097) (13,368) (5,709) 2,064 863,398 (47) 1,077,312 142,199 1,470 (6,431) (605) 1,986 503,261 (51) 641,830 195,848 (3,226) 4,067 (1,688) 1,900 716,457 (66) 913,292 5.3 Personnel costs The Group’s personnel costs break down as follows: (in thousands of euros) Dec. 31, 2010 Dec. 31, 2009 Dec. 31, 2008 Salaries and wages Management compensation Social contributions Total The Group’s average staffing level breaks down as follows: Average staffing level of fully consolidated companies by category 53,508 2,078 20,896 76,482 51,161 2,062 18,305 71,529 43,199 2,002 16,968 62,169 Dec. 31, 2010 Managers Employees and workers Line supervisors and technicians Total 211 564 254 1,029 Average staffing level of consolidated companies overall Dec. 31, 2009 New staff Departures Dec. 31, 2010 Total 1,025 174 170 1,029 Proportion of average staffing levels in companies consolidated proportionally Dec. 31, 2010 Total 80 5.4 External expenses External expenses (in thousands of euros) Dec. 31, 2010 Dec. 31, 2009 Dec. 31, 2008 Rental expense and related rental charges Compensation of agents and professional fees* Other external services Total * Mainly concerns Rubis Antilles Guyane and Vitogaz: - 10,710 12,162 105,782 128,654 9,156 10,785 92,543 112,484 8,919 11,798 84,781 105,499 compensation for LPG distribution concession-holders; bonuses paid to new tank indicators; commission paid for LPG-c services stations. 92 RUBIS | 2010 Summary Annual Review2011-07-04T17:25:35+02:00http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=95http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=95Financial statements / Notes to the financial statements 4 1,893 29,944 283 (7,225) 24,895 5.5 Net amortisation and provisions (in thousands of euros) Dec. 31, 2010 Dec. 31, 2009 Dec. 31, 2008 Intangible fixed assets Tangible fixed assets Current assets Operating contingencies and liabilities Net depreciation and provisions 646 41,528 963 (1,091) 42,046 1,568 33,480 602 (1,919) 33,731 5.6 Other operating income and expenses (in thousands of euros) Dec. 31, 2010 Dec. 31, 2009 Dec. 31, 2008 Other operating contingencies and liabilities Operating subsidies Miscellaneous income from day-to-day management Other operating income Miscellaneous expenses of day-to-day management Other operating expenses Total 1,275 20 3,597 3,617 2,342 2,342 1,275 (571) 37 1,783 1,820 2,391 2,391 (571) (961) 28 1,764 1,792 2,753 2,753 (961) 5.7 Oher operational income and expenses (in thousands of euros) Dec. 31, 2010 Dec. 31, 2009 Dec. 31, 2008 Proceeds from disposals of tangible and intangible assets Strategic acquisition expense Other expenses and provisions Impact of business combinations and disposals Total other operating income and expenses (763) (1,292) (1,836) 4,619 728 (1,217) (360) (1,217) (360) 5.8 Cost of net financial debt (in thousands of euros) Dec. 31, 2010 Dec. 31, 2009 Dec. 31, 2008 Revenue from cash equivalents Net proceeds from disposals of investment securities Interest on borrowings and other financial debt Total 1,393 276 (8,439) (6,770) 1,516 192 (9,235) (7,528) 1,979 396 (11,764) (9,390) 5.9 Other financial income and expenses (in thousands of euros) Dec. 31, 2010 Dec. 31, 2009 Dec. 31, 2008 Foreign exchange losses Foreign exchange gains Other interest income Total (2,614) 5,004 769 3,159 (2,025) 1,736 944 655 (2,697) 3,153 349 805 5.10 Income tax 5.10.1 Income tax on consolidated companies Current income tax expense Current income tax expense corresponds to income tax payable to the tax authorities for the fiscal period, in accordance with applicable rules and tax rates in France. Deferred taxes Deferred income tax expense is determined using the method described in note 2.24. RUBIS | 2010 Summary Annual Review 932011-07-04T17:25:35+02:00http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=96http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=964 - Financial statements / Notes to the financial statements The base rate of tax in France is 33.33%. Act no. 99-1140 of December 29, 1999 pertaining to the financing of Social Security, established an additional tax of 3.3% of the base tax payable; for French companies, the legal tax rate for French companies is thus increased by 1.1%. 5.10.2 Reconciliation between theoretical income tax applicable in France and actual income tax expense Reconciliation tax calculated/actual tax (in thousands of euros) French companies European companies Caribbean companies African companies Total Net income before corporation tax Application corporation tax rate Theoretical corporation tax Effect of permanent taxation differences Tax rate difference Recognized corporation tax 670 1,744 3,769 1,072 5,881 0% 0 10% 174 (177) (236) (3) 335 15% 571 19% 30% 46,328 34.43% 15,951 (951) (397) 14,603 6,520 34.43% 2,245 (7) (26) 2,212 7,966 22.96% 1,829 151 2,849 0% 7,866 (1,298) 30% 2,360 55 (171) 22% (286) 591 (15) 290 874 84,239 25% 219 25,031 103 (11) (189) (855) 204 1,764 19 27 1 223 1,792 1,980 0 2,244 311 23,987 5.11 Net earnings per share Earnings per share and fully diluted earnings per share are calculated as follows: ★ earnings per share are calculated by dividing the net income the average weighted number of shares are adjusted to take into account the maximum impact from conversion of dilutive instruments, namely stock options and bonus shares awarded to Group employees. In both cases, the shares included in the calculation of the average weighted number of shares in circulation during the fiscal period are those which provide unlimited entitlement to earnings. The table below presents the income and shares used to calculate base earnings and diluted earnings per share. Dec. 31, 2010 Dec. 31, 2009 Dec. 31, 2008 attributable to common shareholders by the average weighted number of shares in circulation during the fiscal year; ★ diluted earnings per share are calculated by dividing the net income attributable to common shareholders by the average weighted number of shares in circulation during the fiscal year. Net income attributable to common shareholders and (in thousands of euros) Earnings per share Consolidated net income, Group share Consolidated net income, Group share from ongoing operations Effect on stock options income/loss Consolidated net income after recognition of the effect on stock options income/loss Number of shares at opening Company savings plan Capital line Preferential subscription rights Dividends in shares Bonus shares Average number of stock options Average number of shares (including stock options) Diluted earnings per share (in euros) Undiluted earnings per share (in euros) 56,388 56,388 622 57,010 10,821,744 23,806 536,240 1,985,277 510,406 55,660 707,862 12,173,140 4.68 4.93 47,212 47,212 853 48,065 10,296,269 25,643 42,723 42,723 632 43,355 9,934,766 24,024 496,032 96,117 511,024 11,123,157 4.32 4.48 324,844 44,967 360,385 10,510,906 4.12 4.22 94 RUBIS | 2010 Summary Annual Review2011-07-04T17:25:35+02:00http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=97http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=97Financial statements / Notes to the financial statements 4 5.12 Dividends approved and proposed Rubis has always pursued an active dividend distribution policy for its shareholders, as illustrated by the dividend to earnings ratio over the past five years, which has represented an average of 65% of the Group share of net income. Net dividend distributed (in euros) Total net amounts distributed (in euros) Date of distribution Fiscal year Number of shares EGM 05/30/2001 OGA 05/31/2002 EGM 06/04/2003 EGM 06/03/2004 EGM 06/08/2005 OGA 06/13/2006 OGA 06/14/2007 OGA 06/12/2008 OGA 06/10/2009 OGA 06/10/2010 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 5,250,168 6,072,216 6,326,582 6,586,911 6,847,306 8,450,594 8,727,872 9,931,546 10,295,269 11,042,591 1.24 1.30 1.37 1.42 1.50 1.90 2.14 2.45 2.65 2.85 6,510,208 7,893,880 8,667,417 9,353,413 10,270,959 16,056,129 18,677,646 24,332,287 27,282,463 31,471,384 6. Segment information In compliance with IFRS 8, operating segments are those examined by the Group’s main operational decision-makers (the managing partners) (see note 2.5). 6.1 Information by segment of activity 6.1.1 Operating income by segment of activity The following table presents the information on revenue from ordinary activities and the results for 2010, 2009 and 2008. Each column contains figures specific to each segment, as an independent entity; the “Disposals” column groups together operations and accounts withdrawn between the different segments. Dec. 31, 2010 (in thousands of euros) Parent company Rubis Terminal Rubis Énergie Disposals Total Sales revenue Inter-sector turnover Net sales revenue 286,753 286,753 1,163,027 1,163,027 1 4,023 4,024 (4,023) (4,023) 1,449,781 1 449 781 Dec. 31, 2009 (in thousands of euros) Rubis Terminal Rubis Énergie Parent company Disposals Total Sales revenue Inter-sector turnover Net sales revenue 189,423 189,423 762,521 1 762,522 1 3,960 3,961 (3,961) (3,961) 951,945 951,945 Dec. 31, 2008 (in thousands of euros) Rubis Terminal Rubis Énergie Parent company Disposals Total Sales revenue Inter-sector turnover Net sales revenue 297,944 297,944 894,387 33 894,420 2 4,214 4,216 (4,247) (4,247) 1,192,333 1,192,333 RUBIS | 2010 Summary Annual Review 952011-07-04T17:25:35+02:00http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=98http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=984 - Financial statements / Notes to the financial statements 6.1.2 Balance sheet items by segment of activity Dec. 31, 2010 (in thousands of euros) Rubis Terminal Rubis Énergie Parent company Disposals Total Capitalized assets Equity interests Investments under equity method Deferred tax assets Segment assets Total assets Consolidated shareholders' equity Financial liabilities Deferred tax liabilities Segment liabilities Total liabilities Borrowings and financial debt Cash and cash equivalents Net financial liabilities Capital expenditure 310,157 562,014 49,633 18,327 5,213 259,662 894,849 304,597 195,821 16,928 377,503 894,849 195,821 30,003 165,818 61,200 1,591 332,724 (346,650) 873,762 35,707 18,327 6,002 474,142 1,407,940 732,396 331,299 27,343 316,902 1,407,940 331,299 181,596 149,703 115,822 789 80,512 391,458 135,511 132,063 6,522 117,362 391,458 132,063 17,202 114,861 54,433 316,695 651,010 638,938 3,415 3,893 4,764 651,010 3,415 134,391 (130,976) 189 (182,727) (529,377) (346,650) (182,727) (529,377) Dec. 31, 2009 (in thousands of euros) Rubis Terminal Rubis Énergie Parent company Disposals Total Capitalized assets Equity interests Investments under equity method Deferred tax assets Segment assets Total assets Consolidated shareholders' equity Financial liabilities Deferred tax liabilities Segment liabilities Total liabilities Borrowings and financial debt Cash and cash equivalents Net financial liabilities Capital expenditure 259,445 461,786 14,778 18,328 3,211 191,289 689,392 289,607 168,865 17,963 212,957 689,392 168,865 29,536 139,329 37,521 3,707 333,836 (343,866) 724,938 4,748 18,328 3,972 305,254 1,057,240 505,330 280,400 28,659 242,851 1,057,240 280,400 99,314 181,086 88,820 761 57,762 317,968 142,274 109,265 6,794 59,635 317,968 109,265 14,198 95,067 51,083 91,014 428,557 417,315 2,270 3,902 5,070 428,557 2,270 55,580 (53,310) 216 (34,811) (378,677) (343,866) (34,811) (378,677) 96 RUBIS | 2010 Summary Annual Review2011-07-04T17:25:35+02:00http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=99http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=99Financial statements / Notes to the financial statements 4 Total Dec. 31, 20008 (in thousands of euros) Rubis Terminal Rubis Énergie Parent company Disposals Capitalized assets Equity interests Investments under equity method Deferred tax assets Segment assets Total assets Consolidated shareholders' equity Financial liabilities Deferred tax liabilities Segment liabilities Total liabilities Borrowings and financial debt Cash and cash equivalents Net financial liabilities Capital expenditure 220,390 445,721 13,681 18,331 3,448 188,790 669,971 268,489 182,122 14,384 204,976 669,971 182,122 31,765 150,357 34,984 3,415 333,836 (343,866) 669,526 3,651 18,331 3,944 282,389 977,841 457,679 264,476 24,765 230,921 977,841 264,476 89,561 174,915 100,340 496 45,456 266,342 137,380 77,558 7,665 43,739 266,342 77,557 8,350 69,207 65,274 74,905 412,156 395,676 4,796 2,716 8,968 412,156 4,797 49,446 (44,649) 82 (26,762) (370,628) (343,866) (26,762) (370,628) 6.1.3 Other information by segment of activity Dec. 31, 2010 (in thousands of euros) Rubis Terminal Rubis Énergie Parent company Disposals Total Interest expense and cost of debt Income tax expense Share of net income in equity-method companies Gross operating profit Current operating income Operating income Net income generated by ongoing operations (3,863) (14,127) 62,435 48,076 48,583 30,514 (4,858) (10,391) (2) 72,996 47,366 47,616 35,586 1,186 534 (8,303) (8,320) (8,349) (5,849) 765 (6,770) (23,984) (2) 127,128 87,122 87,850 60,251 Dec. 31, 2009 (in thousands of euros) Rubis Terminal Rubis Énergie Parent company Disposals Total Interest expense and cost of debt Income tax expense Share of net income in equity-method companies Gross operating profit Current operating income Operating income Net income generated by ongoing operations (4,020) (11,076) 49,822 37,766 37,834 23,658 (5,108) (8,046) (3) 69,459 45,387 44,104 30,690 1,100 (624) (7,529) (5,438) (5,435) (4,469) 500 (7,528) (19,746) (3) 111,752 77,715 (5) 76,498 49,879 Dec. 31, 2008 (in thousands of euros) Rubis Terminal Rubis Énergie Parent company Disposals Total Interest expense and cost of debt Income tax expense Share of net income in equity-method companies Gross operating profit Current operating income Operating income Net income generated by ongoing operations (4,500) (10,286) 44,540 34,717 34,713 20,518 (8,365) (7,085) (3) 59,638 42,619 42,267 27,108 1,267 (1,145) (6,718) (4,803) (4,823) (2,574) 2,208 (9,390) (18,516) (3) 97,460 (81) (65) (64) 72,452 72,092 44,988 RUBIS | 2010 Summary Annual Review 972011-07-04T17:25:35+02:00http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=100http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=1004 - Financial statements / Notes to the financial statements 6.2 Information by geographic region (after removal of inter-sector transactions) Dec. 31, 2010 (in thousands of euros) Europe Carribean Africa Total Sales revenue Gross operating profit Current operating income Operating income Capital expenditure 944,359 83,946 57,834 61,927 100,747 436,088 30,059 18,236 17,301 12,113 69,334 13,123 11,052 8,622 2,960 1,449,781 127,128 87,122 87,850 115,820 Dec. 31, 2009 (in thousands of euros) Europe Carribean Africa Total Sales revenue Gross operating profit Current operating income Operating income Capital expenditure 539,018 70,476 50,929 50,239 77,206 356,623 28,010 16,084 15,538 9,861 56,304 13,266 10,702 10,721 1,753 951,945 111,752 77,715 76,498 88,820 Dec. 31, 2008 (in thousands of euros) Europe Carribean Africa Total Sales revenue Gross operating profit Current operating income Operating income Capital expenditure Dec. 31, 2010 (in thousands of euros) 653,612 56,190 39,623 39,456 80,880 477,555 32,747 26,483 26,268 17,184 61,166 8,523 6,346 6,368 2,276 1,192,333 97,460 72,452 72,092 100,340 Europe Carribean Africa Total Segment assets Investments under equity method Equity interests Capitalized assets Deferred tax assets Total assets from ongoing activities Dec. 31, 2009 (in thousands of euros) 353,022 18,327 32,799 693,741 5,164 1,103,053 85,812 2,908 151,481 63 240,264 35,308 474,142 18,327 35,707 873,763 6,001 1,407,940 28,541 774 64,623 Europe Carribean Africa Total Segment assets Investments under equity method Equity interests Capitalized assets Deferred tax assets Total assets from ongoing activities Dec. 31, 2008 (in thousands of euros) 192,466 18,328 1,840 596,518 2,960 812,112 86,084 2,908 100,652 51 189,695 26,704 305,254 18,328 4,748 724,938 3,972 1,057,240 27,768 961 55,433 Europe Carribean Africa Total Segment assets Investments under equity method Equity interests Capitalized assets Deferred tax assets Total assets from ongoing activities 177,353 18,331 824 538,114 3,049 737,671 76,808 2,828 102,521 41 182,198 28,227 282,388 18,331 3,652 669,526 3,944 977,841 28,891 854 57,972 98 RUBIS | 2010 Summary Annual Review2011-07-04T17:25:35+02:00http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=101http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=101Financial statements / Notes to the financial statements 4 67,288 7. Other informations 7.1 Financial commitments (in thousands of euros) Dec. 31, 2010 Dec. 31, 2009 Dec. 31, 2008 Debt secured by collateral Collateral issued Endorsements and sureties Guaranteed liability cap Mortgages and pledges Other Collateral received Confirmed lines of credit Endorsements and sureties Discounted notes not yet matured Other 82,261 57,292 32,621 14,000 1,392 9,279 402,563 395,190 2,487 1,115 3,771 175,557 69,119 51,621 14,000 1,372 2,126 247,921 245,058 2,368 495 180,383 50,488 14,000 892 1,908 303,896 297,612 3,344 2,520 420 The Group has set up rate protection agreements (caps, floors, tunnels) up to €179 million covering a total of €280 million of variable rate borrowings at December 31, 2010, accounting for 64% of this amount. 7.2 Contractual obligations and operational commitments Payments due by period Contractual obligations at Dec. 31, 2010 (in thousands of euros) Less than one year Between 2 and 5 years More than five years Total Long-term borrowings Finance lease obligations Operating leases Irrevocable purchase obligations * Other long-term obligations Total * Including €217 million for the Chevron transaction (€22 million paid in 2010). 295,491 2,726 11,893 217,574 3,850 531,534 50,766 1,116 1,904 217,504 426 271,716 231,521 1,578 7,130 70 1,043 241,342 13,204 32 2,859 2,381 18,476 There are no commercial commitments for significant amounts within the Group. 7.3 Related parties 7.3.1 Joint company transactions As of December 31, 2010 (in thousands of euros) Assets Liabilities Sales revenue External expenses Interest expense Joint companies Stocabu Sigalnor SARA Rubis Terminal Antwerp Total (100%) 384 197 11,527 12,108 107 152 1,783 33,865 35,907 1,825 1,468 109,791 113,084 368 403 2,080 251 3,102 0 7.3.2 Management compensation Management compensation is governed by article 54 of the by-laws. It totaled €2,292 thousand for the fiscal year, including compensation due for Management of the parent company (€2,078 thousand for which the corresponding social contributions are entirely borne by the Managers) and that due for management functions in the subsidiaries (€214 thousand gross). Directors’ fees paid to members of the parent company’s Supervisory Board totaled €86 thousand for fiscal 2010. 7.3.3 Managing partners’ rights concerning company income Management partners’ compensation is governed by article 56 of the by-laws. For each fiscal period, the managing partners receive a dividend which is calculated according to the overall performance of Rubis stock on the stock exchange. The dividend for 2010 is €5,682,405. RUBIS | 2010 Summary Annual Review 992011-07-04T17:25:35+02:00http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=102http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=1024 - Financial statements / Notes to the financial statements 7.3.4 Information concerning associates Information concerning related parties as of December 31, 2010 (in thousands of euros) Assets Liabilities Sales revenue External expenses Interest expense Norgal Amount fully owned 61 3,988 834 343 0 7.4 Important events during the fiscal period Rubis Énergie – Caribbean division Following the social disorder in October and December 2008 in the Antilles and Guiana, the government unilaterally decided to cut fuel prices and stopped applying the 2003 decree governing retail fuel price structures. SARA (for the Antilles) and Rubis Antilles Guyane (for Guiana) submitted a compensation claim to the Authorities for failure to apply the 2003 decree. At the beginning of July 2009, the French National Assembly’s Finance Commission ruled in favour of a draft decree to award an advance payment in order to compensate as quickly as possible for the prejudice suffered. The negotiations between SARA, Rubis Antilles Guyane and the public authorities led to the application of a new decree. All the compensation claimed has been banked by SARA and Rubis Antilles Guyane. On November 8, 2010, a new decree came into force regulating fuel prices in the French overseas territorial departments. 100 RUBIS | 2010 Summary Annual Review2011-07-04T17:25:35+02:00http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=103http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=103Financial statements / General information 4 4.2. GENERAL INFORMATION value to the Company due to their expertise in their respective professional areas, such as manufacturing, stock market, financial, the national and international business markets, and related activities. The Chairman of the Supervisory Board is Mr. Olivier Heckenroth. ★ ad hoc committees composed of members of the Supervisory Rubis is a French limited partnership with shares, société en commandite par actions, listed for trading on the “Eurolist compartiment A” of the Nyse Euronext with two categories of partners: ★ one or more general partners, associés commanditaires, who are indefinitely liable for the company’s liabilities; ★ limited partners, associés commanditaires, their situation is the same as that of shareholders in a corporation, société anonyme, who are liable for the company’s liabilities only to the extent of their contribution. General partners, gérants, manage the Company and are responsible for the running of the business; they represent the Company toward third parties. The ultimate liability of the General Partner and Management is assumed, directly and indirectly by Gilles Gobin, founder of the Group, and Jacques Riou. Management control is assumed by a Supervisory Board, Conseil de Surveillance, currently composed of eleven members, and which represents the shareholders. It is composed of members who hold a significant stake in the company and are drawn from individuals, businesses or institutional investors, and independent members. Independent members have no direct or indirect ties to Management or major shareholders. In addition to the special sensitivity to our individual shareholders which they bring to the Board, they also contribute added Board; these committees are responsible for reviewing and studying specifically defined areas; ★ an Accounting Committee was formed, and is charged with reviewing the six-month and annual financial statements of the Company, making any comments required concerning these statements, and assisting the Supervisory Board in its review of the statements; ★ other committees are named periodically, as required, when changes to the bylaws are being considered; there is no Management Compensation Committee, because this compensation is set in the bylaws and has been approved by shareholder’s meetings. This modern legal structure guarantees the necessary conditions for Rubis’s success (or development): independent from the major in its sector and time required to implement successfully a long term strategy considering the economic factors of its business industrial activity. Most of the comparable independent operators listed on the market have adopted a similar legal structure. Auditors: Mazars and SCP JL Monnot & L. Guibourt. RUBIS | 2010 Summary Annual Review 1012011-07-04T17:25:35+02:00http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=104http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=1042011-07-04T17:25:35+02:00http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=105http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=105END A Société en Commandite par Actions with capital of 72,030,810 euros Paris Trade Registry 784 393 530 Tel.: +33 1 44 17 95 95 - Fax: +33 1 45 01 72 49 Investors Relations: +33 1 45 01 99 51 Email: rubis@rubis.fr Photos credits: Rubis Group photo library, Gilles Dacquin, Getty Images, X. Design and production +33 1 44 82 46 81 +33 1 53 06 30 802011-07-04T17:25:35+02:00http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=106http://interactivedocument.labrador-company.com/Labrador/EN/Rubis/2010SummaryAnnualReview/?Page=1062011-07-04T17:25:35+02:00