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Hellenic Petroleum Holdings S.A.

Quarterly Report Nov 10, 2016

2720_10-q_2016-11-10_6e900eb3-ebed-48e6-bf41-93165ba04184.pdf

Quarterly Report

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CONDENSED INTERIM FINANCIAL INFORMATION FOR THE NINE MONTH PERIOD ENDED

30 SEPTEMBER 2016

CONDENSED INTERIM FINANCIAL INFORMATION FOR THE NINE MONTH PERIOD ENDED 30 SEPTEMBER 2016 (All amounts in Euro thousands unless otherwise stated)

CONTENTS

Page
I. Company Information 3
II. Condensed Interim Statement of Financial Position 4
III. Condensed Interim Statement of Comprehensive Income 5
IV. Condensed Interim Statement of Changes in Equity 6
V. Condensed Interim Statement of Cash Flows 7
VI. Notes to the Condensed Interim Financial Information 8

CONDENSED INTERIM FINANCIAL INFORMATION FOR THE NINE MONTH PERIOD ENDED 30 SEPTEMBER 2016 (All amounts in Euro thousands unless otherwise stated)

I. Company Information

Directors Efstathios Tsotsoros – Chairman of the Board
Grigorios Stergioulis – Chief Executive Officer
Andreas Shiamishis – Member
Ioannis Psichogios – Member
Georgios Grigoriou – Member
Dimitrios Kontofakas – Member
Theodoros–Achilleas Vardas – Member
Theodoros Pantalakis – Member
Constantinos Papagiannopoulos – Member
Panagiotis Ofthalmides – Member
Spiridon Pantelias – Member
Stratis Zafiris – Member
Other Board Members
during the year
Georgios Stampoulis (Until 7/10/2016)
Georgios Maloglou (Until 27/4/2016)
Registered Office: 8A Chimarras Str.
GR 15125 Maroussi, Greece
Registration number: 2443/06/B/86/23
General Commercial
Registry:
000296601000

CONDENSED INTERIM FINANCIAL INFORMATION FOR THE NINE MONTH PERIOD ENDED 30 SEPTEMBER 2016 (All amounts in Euro thousands unless otherwise stated)

II. Condensed Interim Statement of Financial Position

As at
Note 30 September 2016 31 December 2015
ASSETS
Non-current assets
Property, plant and equipment 10 2.722.781 2.774.026
Intangible assets 11 6.555 8.371
Investments in subsidiaries, associates and joint ventures 24 651.634 656.326
Deferred income tax assets 105.410 177.639
Available-for-sale financial assets 3 1.550 50
Loans, advances and long-term assets 12 19.670 16.654
3.507.600 3.633.066
Current assets
Inventories 12 647.791 580.747
Trade and other receivables 13 983.200 1.001.818
Derivative financial instruments 3 8.569 -
Cash, cash equivalents and restricted cash 14 913.388 1.839.156
2.552.948 3.421.721
Total assets 6.060.548 7.054.787
EQUITY
Share capital 15 1.020.081 1.020.081
Reserves 16 459.671 438.818
Retained Earnings (43.932) (234.008)
Total equity 1.435.820 1.224.891
LIABILITIES
Non- current liabilities
Borrowings 17 1.312.462 1.536.414
Retirement benefit obligations 87.942 77.500
Provisions for other liabilities and charges 3.336 3.000
Other long term liabilities 228.398 12.400
1.632.138 1.629.314
Current liabilities
Trade and other payables 18 1.620.520 2.744.965
Derivative financial instruments 3 - 34.814
Borrowings 17 1.371.428 1.419.687
Dividends payable 642 1.116
2.992.590 4.200.582
Total liabilities 4.624.728 5.829.896
Total equity and liabilities 6.060.548 7.054.787

The notes on pages 8 to 25 are an integral part of this condensed interim financial information.

E. Tsotsoros G. Stergioulis A. Shiamishis S. Papadimitriou

Chairman of the Board Chief Executive Officer Chief Financial Officer Accounting Director

CONDENSED INTERIM FINANCIAL INFORMATION FOR THE NINE MONTH PERIOD ENDED 30 SEPTEMBER 2016 (All amounts in Euro thousands unless otherwise stated)

III. Condensed Interim Statement of Comprehensive Income

Note For the nine month period ended
30 September 2016
30 September 2015 For the three month period ended
30 September 2016
30 September 2015
Sales 4.296.275 4.953.252 1.654.875 1.595.502
Cost of sales (3.858.659) (4.596.231) (1.510.126) (1.517.100)
Gross profit 437.616 357.021 144.749 78.402
Selling and distribution expenses (59.780) (93.525) (18.488) (34.294)
Administrative expenses (54.972) (55.273) (15.319) (21.445)
Exploration and development expenses (214) (1.055) (63) (385)
Other operating income / (expenses) - net 5 5.518 2.119 (3.182) 198
Dividend income 38.348 32.659 - -
Operating profit / (loss) 366.516 241.946 107.697 22.476
Finance (expenses) / income -net 6 (124.827) (125.607) (43.591) (43.165)
Currency exchange gains / (losses) 7 13.377 (16.809) 2.072 3.371
Profit / (loss) before income tax 255.066 99.530 66.178 (17.318)
Income tax expense 8 (64.990) (9.537) (21.307) 18.774
Profit / (Loss) for the period 190.076 89.993 44.871 1.456
Other comprehensive income:
Items that will not be reclassified to profit or loss:
Acruarial gains / (losses) on defined benefit pension plans
16 (3.914)
(3.914)
261
261
-
-
261
261
Items that may be reclassified subsequently to profit or
loss:
Fair value gains/(losses) on available-for-sale financial assets
Fair value gains/(losses) on cash flow hedges
Derecognition of gains/(losses) on hedges through
16
16
(6.035)
11.160
-
(26.235)
(1.042)
(2.109)
-
(34.309)
comprehensive income 16 19.642 27.449 - (1.160)
24.767 1.214 (3.151) (35.469)
Other Comprehensive income/(loss) for the period, net of
tax
20.853 1.475 (3.151) (35.208)
Total comprehensive income/(loss) for the period 210.929 91.468 41.720 (33.752)
Basic and diluted earnings per share
(expressed in Euro per share)
9 0,62 0,29 0,15 0,00

The notes on pages 8 to 25 are an integral part of this condensed interim financial information.

CONDENSED INTERIM FINANCIAL INFORMATION FOR THE NINE MONTH PERIOD ENDED 30 SEPTEMBER 2016 (All amounts in Euro thousands unless otherwise stated)

IV. Condensed Interim Statement of Changes in Equity

Note Share
Capital
Reserves Retained
Earnings
Total
Equity
Balance at 1 January 2015 1.020.081 429.994 (273.388) 1.176.687
Fair value gains / (losses) on cash flow hedges
Derecognition of gains/(losses) on hedges through comprehensive
16 - (26.235) - (26.235)
income 16 - 27.449 - 27.449
Other comprehensive income - 1.475 - 1.475
Profit / (Loss) for the period - - 89.993 89.993
Total comprehensive income / (loss) for the period - 1.475 89.993 91.468
Balance at 30 September 2015 1.020.081 431.469 (183.395) 1.268.155
Balance at 31 December 2015 1 January 2016 1.020.081 438.818 (234.008) 1.224.891
Fair value gains/ (losses) on available-for-sale financial assets 16 - (6.035) - (6.035)
Actuarial gains / (losses) on defined benefit pension plans 16 - (3.914) - (3.914)
Fair value gains / (losses) on cash flow hedges
Derecognition of gains/(losses) on hedges through comprehensive
16 - 11.160 - 11.160
income 16 - 19.642 - 19.642
Other comprehensive income - 20.853 - 20.853
Profit / (Loss) for the period - - 190.076 190.076
Total comprehensive income / (loss) for the period - 20.853 190.076 210.929
Balance at 30 September 2016 1.020.081 459.671 (43.932) 1.435.820

The notes on pages 8 to 25 are an integral part of this condensed interim financial information.

CONDENSED INTERIM FINANCIAL INFORMATION FOR THE NINE MONTH PERIOD ENDED 30 SEPTEMBER 2016 (All amounts in Euro thousands unless otherwise stated)

V. Condensed Interim Statement of Cash Flows

For the nine month period ended
Note 30 September 2016 30 September 2015
Cash flows from operating activities
Cash outflow from operations 19 (502.693) (837.705)
Income tax paid (1.279) (15.933)
Net cash outflow from operating activities (503.972) (853.638)
Cash flows from investing activities
Purchase of property, plant and equipment & intangible assets 10,11 (60.445) (115.454)
Proceeds from disposal of property, plant and equipment & intangible
assets - 812
Dividends received 37.684 32.659
Interest received 6 10.138 16.252
Participation in share capital increase of affiliated companies (2.408) (2.100)
Net cash outflow from investing activities (15.031) (67.831)
Cash flows from financing activities
Interest paid (135.877) (134.075)
Dividends paid (473) (64.004)
Proceeds from borrowings 275.500 355.232
Repayments of borrowings (547.711) (222.521)
Net cash outflow from financing activities (408.561) (65.368)
Net decrease in cash, cash equivalents and restricted cash (927.564) (986.837)
Cash, cash equivalents and restricted cash at beginning of the period 14 1.839.156 1.593.262
Exchange gains / (losses) on cash, cash equivalents and restricted cash 1.796 1.908
Net decrease in cash, cash equivalents and restricted cash (927.564) (986.837)
Cash, cash equivalents and restricted cash at end of the period 14 913.388 608.333

The notes on pages 8 to 25 are an integral part of this condensed interim financial information.

CONDENSED INTERIM FINANCIAL INFORMATION FOR THE NINE MONTH PERIOD ENDED 30 SEPTEMBER 2016 (All amounts in Euro thousands unless otherwise stated)

VI. Notes to the Condensed Interim Financial Information

1. GENERAL INFORMATION

Hellenic Petroleum S.A. (the "Company") operates in the energy sector in Greece. The Company's activities include refining and marketing of oil products, the production and marketing of petrochemical products and exploration for hydrocarbons.

2. BASIS OF PREPARATION, ACCOUNTING POLICIES AND ESTIMATES

Basis of preparation

The interim financial information of Hellenic Petroleum S.A is prepared in accordance with International Accounting Standard 34 (IAS 34) – Interim Financial Reporting, and presents the financial position, results of operations and cash flows of the Company on a going concern basis. In this respect Management has concluded that (a) the going concern basis of preparation of the accounts is appropriate, and (b) all assets and liabilities are appropriately presented in accordance with the Company's accounting policies.

This interim financial information should be read in conjunction with the annual financial statements for the year ended 31 December 2015, which have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union. These can be found on the Company's website www.helpe.gr.

The condensed interim financial information for the nine month period ended 30 September 2016 has been authorised for issue by the Board of Directors on 10 November 2016.

Accounting policies and the use of estimates

The accounting policies used in the preparation of the condensed interim financial information for the nine month period ended 30 September 2016 are consistent with those applied for the preparation of the financial statements for the year ended 31 December 2015, except as described below. Where necessary, comparative figures have been reclassified to conform to changes in the presentation of the current year.

New standards, amendments to standards and interpretations: Certain new standards, amendments to standards and interpretations have been issued that are mandatory for periods beginning during the current financial year and subsequent years. The Company's evaluation of the effect of these new standards, amendments to standards and interpretations is set out below.

Standards and Interpretations effective for the current financial year:

Annual Improvements to IFRSs 2012:

The amendments set out below describe the key changes to certain IFRSs following the publication of the results of the IASB's 2010-12 cycle of the annual improvements project. The adoption of these amendments did not have significant impact for the Company.

  • IFRS 2 "Share-based payment". The amendment clarifies the definition of a 'vesting condition' and separately defines 'performance condition' and 'service condition'.
  • IFRS 3 "Business combinations". The amendment clarifies that an obligation to pay contingent consideration which meets the definition of a financial instrument is classified as a financial liability or as equity, on the basis of the definitions in IAS 32 "Financial instruments: Presentation". It also clarifies that all non-equity contingent consideration, both financial and non-financial, is measured at fair value through profit or loss.
  • IFRS 8 "Operating segments". The amendment requires disclosure of the judgments made by management in aggregating operating segments.

CONDENSED INTERIM FINANCIAL INFORMATION FOR THE NINE MONTH PERIOD ENDED 30 SEPTEMBER 2016 (All amounts in Euro thousands unless otherwise stated)

  • IFRS 13 "Fair value measurement". The amendment clarifies that the standard does not remove the ability to measure short-term receivables and payables at invoice amounts in cases where the impact of not discounting is immaterial.
  • IAS 16 "Property, plant and equipment" and IAS 38 "Intangible assets". Both standards are amended to clarify how the gross carrying amount and the accumulated depreciation are treated where an entity uses the revaluation model.
  • IAS 24 "Related party disclosures". The standard is amended to include, as a related party, an entity that provides key management personnel services to the reporting entity or to the parent of the reporting entity.
  • IAS 19R (Amendment) "Employee Benefits". These narrow scope amendments apply to contributions from employees or third parties to defined benefit plans and simplify the accounting for contributions that are independent of the number of years of employee service, for example, employee contributions that are calculated according to a fixed percentage of salary. The adoption of the amendment did not have significant impact for the Company.
  • Annual Improvements to IFRSs 2014:

The amendments set out below describe the key changes to four IFRSs. Their adoption did not have significant impact for the Company.

  • IFRS 5 "Non-current assets held for sale and discontinued operations". The amendment clarifies that, when an asset (or disposal group) is reclassified from 'held for sale' to 'held for distribution', or vice versa, this does not constitute a change to a plan of sale or distribution, and does not have to be accounted for as such.
  • IFRS 7 "Financial instruments: Disclosures". The amendment adds specific guidance to help management determine whether the terms of an arrangement to service a financial asset which has been transferred constitute continuing involvement and clarifies that the additional disclosure required by the amendments to IFRS 7, "Disclosure – Offsetting financial assets and financial liabilities" is not specifically required for all interim periods, unless required by IAS 34.
  • IAS 19 "Employee benefits". The amendment clarifies that, when determining the discount rate for post-employment benefit obligations, it is the currency that the liabilities are denominated in that is important, and not the country where they arise.
  • IAS 34 "Interim financial reporting". The amendment clarifies what is meant by the reference in the standard to 'information disclosed elsewhere in the interim financial report'.
  • IFRS 11 (Amendment) "Joint Arrangements". This amendment requires an investor to apply the principles of business combination accounting when it acquires an interest in a joint operation that constitutes a 'business'. The adoption of the amendment did not have significant impact for the Company.
  • IAS 16 and IAS 38 (Amendments) "Clarification of Acceptable Methods of Depreciation and Amortisation". This amendment clarifies that the use of revenue-based methods to calculate the depreciation of an asset is not appropriate and it also clarifies that revenue is generally presumed to be an inappropriate basis for measuring the consumption of the economic benefits embodied in an intangible asset. The adoption of the amendment did not have significant impact for the Company.
  • IAS 27 (Amendment) "Separate financial statements". This amendment allows entities to use the equity method to account for investments in subsidiaries, joint ventures and associates in their separate financial statements and clarifies the definition of separate financial statements. The adoption of the amendment did not have significant impact for the Company.

CONDENSED INTERIM FINANCIAL INFORMATION FOR THE NINE MONTH PERIOD ENDED 30 SEPTEMBER 2016 (All amounts in Euro thousands unless otherwise stated)

  • IAS 1 (Amendment)" Disclosure Initiative". These amendments clarify guidance in IAS 1 on materiality and aggregation, the presentation of subtotals, the structure of financial statements and the disclosure of accounting policies. The adoption of the amendment did not have significant impact for the Company.
  • IFRS 10, IFRS 12 and IAS 28 (Amendments) "Investment Entities: Applying the Consolidation Exception". These amendments clarify the application of the consolidation exception for investment entities and their subsidiaries. The adoption of these amendments did not have significant impact for the Company.

Standards and Interpretations effective for subsequent periods:

  • IFRS 15 "Revenue from Contracts with Customers" (effective for annual periods beginning on or after 1 January 2018). IFRS 15 has been issued in May 2014. The objective of the standard is to provide a single, comprehensive revenue recognition model for all contracts with customers to improve comparability within industries, across industries, and across capital markets. It contains principles that an entity will apply to determine the measurement of revenue and timing of when it is recognised. The underlying principle is that an entity will recognise revenue to depict the transfer of goods or services to customers at an amount that the entity expects to be entitled to in exchange for those goods or services. The Company is currently investigating the impact of the specific standard on its financial statements.
  • IFRS 9 "Financial Instruments" and subsequent amendments to IFRS 9 and IFRS 7 (effective for annual periods beginning on or after 1 January 2018). IFRS 9 replaces the guidance in IAS 39 which deals with the classification and measurement of financial assets and financial liabilities and it also includes an expected credit losses model that replaces the incurred loss impairment model used today. IFRS 9 establishes a more principles-based approach to hedge accounting and addresses inconsistencies and weaknesses in the current model in IAS 39. The Company is currently investigating the impact of IFRS 9 on its financial statements. The Company cannot currently early adopt IFRS 9 as it has not been endorsed by the EU.
  • IFRS 16 "Leases" (effective for annual periods beginning on or after 1 January 2019). IFRS 16 has been issued in January 2016 and supersedes IAS 17. The objective of the standard is to ensure the lessees and lessors provide relevant information in a manner that faithfully represents those transactions. IFRS 16 introduces a single lessee accounting model and requires a lessee to recognise assets and liabilities for all leases with a term of more than 12 months, unless the underlying asset is of low value. IFRS 16 substantially carries forward the lessor accounting requirements in IAS 17. Accordingly, a lessor continues to classify its leases as operating leases or finance leases, and to account for those two types of leases differently. The Company is currently investigating the impact of IFRS 16 on its financial statements. The standard has not yet been endorsed by the EU.
  • IAS 12 (Amendments) "Recognition of Deferred Tax Assets for Unrealised Losses" (effective for annual periods beginning on or after 1 January 2017). These amendments clarify the accounting for deferred tax assets for unrealised losses on debt instruments measured at fair value. The amendments have not yet been endorsed by the EU.
  • IAS 7 (Amendments) "Disclosure initiative" (effective for annual periods beginning on or after 1 January 2017). These amendments require entities to provide disclosures that enable users of financial statements to evaluate changes in liabilities arising from financing activities. The amendments have not yet been endorsed by the EU.
  • IFRS 2 (Amendments) "Classification and measurement of Shared-based Payment transactions" (effective for annual periods beginning on or after 1 January 2018). The amendment clarifies the measurement basis for cash-settled, share-based payments and the accounting for modifications that change an award from cash-settled to equity-settled. It also introduces an exception to the principles in IFRS 2 that will require an award to be treated as if it was wholly equity-settled, where an employer is obliged to withhold an amount for the employee's tax obligation associated with a share-based payment and pay that amount to the tax authority. The amendments have not yet been endorsed by the EU.

CONDENSED INTERIM FINANCIAL INFORMATION FOR THE NINE MONTH PERIOD ENDED 30 SEPTEMBER 2016 (All amounts in Euro thousands unless otherwise stated)

IFRS 4 (Amendments) "Applying IFRS 9 Financial instruments with IFRS 4 Insurance contracts" (effective for annual periods beginning on or after 1 January 2018).The amendments introduce two approaches. The amended standard will: a) give all companies that issue insurance contracts the option to recognise in other comprehensive income, rather than profit or loss, the volatility that could arise when IFRS 9 is applied before the new insurance contracts standard is issued; and b) give companies whose activities are predominantly connected with insurance an optional temporary exemption from applying IFRS 9 until 2021. The entities that defer the application of IFRS 9 will continue to apply the existing financial instruments standard—IAS 39. The amendments have not yet been endorsed by the EU.

3. FINANCIAL RISK MANAGEMENT

The Company's activities are primarily centred on its Downstream Refining (incl. Petrochemicals) & Marketing of petroleum products; with secondary activities relating to exploration of hydrocarbons. As such, the Company is exposed to a variety of financial and commodity markets risks including foreign exchange and commodity price risk, credit risk, liquidity risk, cash flow risk and interest-rate risk. In line with international best practices and within the context of local markets and legislative framework, the Company's overall risk management policies aim at reducing possible exposure to market volatility and / or mitigating its adverse effects on the financial position of the Company to the extent possible. In general, the key factors that impact the Company's operations are summarised as follows:

Macroeconomic Environment: Following seven years of economic depression and instability up to 2015, the economic and business environment in Greece remains challenging. The Greek economy returned to recession in 2015, following a mild recovery in 2014, mainly due to political and economic uncertainty. The implementation of capital controls on 28 June 2015 led to liquidity shortages while the agreement on a new programme for financial support in August 2015 introduced new fiscal adjustment measures.

The approval of the €86 billion bailout programme in August 2015 and the recapitalisation of the 4 systemic banks during December 2015 were key steps towards the stabilisation of the macroeconomic and financial environment in Greece. Official projections suggest growth in the second half of 2016, as consumer confidence is expected to strengthen and as structural reforms are projected to have a positive effect on investments. Inflation is expected to remain low due to the very depressed state of the economy while unemployment is expected to gradually decline.

While the bailout program has reduced the risk of economic instability in Greece, concerns around its implementation remain, a factor reflected in debt capital and equity markets risk assessment and pricing. The implementation of the program and its effects on the economy are beyond the Company's control. Management continually assesses the situation and its possible future impact to ensure that all necessary actions and measures are taken in order to minimize the impact on the Company's Greek operations.

Securing continuous crude oil supplies: Developments in the global and regional crude oil markets in the last 2 years have reduced the cost of raw material for the Company and increased optionality. International crude oil reference prices dropped by more than 50% compared to June 2014 peak. These developments led to lower cost of crude, for both sweet and especially sour grades, which represent the key source of feedstock for complex refiners like Hellenic Petroleum, thus improving the competitive position of Med refiners vs. their global peers. The Company was able to take advantage of this development and diversify its crude basket compared to previous years.

Financing of operations: In line with its medium term financing plan, the Company maintains a mix of long term, medium term and short term credit facilities by taking into consideration bank and debt capital markets' credit capacity, as well as cash flow planning and commercial requirements. As a result approximately 75% of total debt is financed by medium to long term committed credit lines while the remaining borrowings are financed by short term working capital credit facilities. Further details of the relevant loans and refinancing are provided in note 17, "Borrowings".

Capital management: Overall the Company has around €3,2 billion of capital employed which is driven by its high capital investment in fixed assets, its investments in subsidiaries and associates, as well as working capital. As a result of the Company's investment plan, during the period 2007-2012, net debt level has reached 55% of total capital employed while the remaining amount is financed through shareholders equity. The Company has started reducing its net debt levels through utilization of the incremental operating cash flows, from the operation of the new Elefsina refinery, and plans to reduce these even further with the expected sale proceeds of its stake in DESFA.

CONDENSED INTERIM FINANCIAL INFORMATION FOR THE NINE MONTH PERIOD ENDED 30 SEPTEMBER 2016 (All amounts in Euro thousands unless otherwise stated)

This is expected to lead to lower Debt to Equity ratio, better matched Asset and Liability maturity profiles as well as lower financing costs.

Fair value estimation

The table below analyses financial instruments carried at fair value, by valuation method. The different levels are defined as follows:

  • Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1).
  • Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices) (level 2).
  • Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (level 3).

The following table presents the Company's assets and liabilities that are measured at fair value at 30 September 2016:

Level 1 Level 2 Level 3 Total
balance
Assets
Derivatives used for hedging - 8.569 - 8.569
Available for sale financial assets 1.550 - - 1.550
1.550 8.569 - 10.119

The following table presents the Company's assets and liabilities that are measured at fair value at 31 December 2015:

Assets Level 1 Level 2 Level 3 Total
balance
Available for sale financial assets 50 - - 50
50 - - 50
Liabilities
Derivatives used for hedging - 34.814 - 34.814
- 34.814 - 34.814

The fair value of financial instruments traded in active markets is based on quoted market prices at the balance sheet date. A market is regarded as active if quoted prices are readily and regularly available from an exchange, dealer, broker, industry Group, pricing service, or regulatory agency, and those prices represent actual and regularly occurring market transactions on an arm's length basis. These financial instruments are included in level 1.

The fair value of financial instruments that are not traded in an active market (for example, over-the-counter derivatives) is determined by using valuation techniques. These valuation techniques maximise the use of observable market data where it is available and rely as little as possible on entity specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

If one or more of the significant inputs are not based on observable market data, the instrument is included in level 3.

CONDENSED INTERIM FINANCIAL INFORMATION FOR THE NINE MONTH PERIOD ENDED 30 SEPTEMBER 2016 (All amounts in Euro thousands unless otherwise stated)

Specific valuation techniques used to value financial instruments include:

  • Quoted market prices or dealer quotes for similar instruments.
  • The fair value of commodity swaps is calculated as the present value of the estimated future cash flows based on observable yield curves.

There were no changes in valuation techniques during the period.

There were no transfers between levels during the period.

The fair value of the following financial assets and liabilities approximate their carrying amount:

  • Trade and other receivables
  • Cash and cash equivalents
  • Trade and other payables
  • Borrowings

4. ANALYSIS BY SEGMENT

Information on the revenue and profit regarding the Company's operating segments is presented below:

Note Refining Petro
chemicals
Exploration &
Production
Other Total
Sales 4.108.065 188.210 - - 4.296.275
Operating profit / (loss) 275.979 62.423 (2.132) 30.246 366.516
Finance income/(expense) - net 6 (124.827)
Currency exchange gains / (losses) 7 13.377
Profit/ (Loss) before income tax
Income tax credit / (expense)
8 255.066
(64.990)
Profit/ (Loss) for the period 190.076

For the nine month period ended 30 September 2015

Note Refining Petro
chemicals
Exploration &
Production
Other Total
Sales 4.753.729 199.523 - - 4.953.252
Operating profit / (loss) 157.539 54.624 (2.061) 31.844 241.946
Finance income/(expense) - net 6 (125.607)
Currency exchange gains / (losses) 7 (16.809)
Profit/ (Loss) before income tax
Income tax expense
8 99.530
(9.537)
Profit/ (Loss) for the period 89.993

There were no changes in the basis of segmentation or in the basis of measurement of segment profit or loss comparing to the financial statements published at 31 December 2015

There has been no material change in the definition of segments or the segmental analysis of total assets or total liabilities from the amounts disclosed in the annual financial statements published at 31 December 2015.

CONDENSED INTERIM FINANCIAL INFORMATION FOR THE NINE MONTH PERIOD ENDED 30 SEPTEMBER 2016 (All amounts in Euro thousands unless otherwise stated)

5. OTHER OPERATING INCOME / (EXPENSES) AND OTHER GAINS / (LOSSES)

For the nine month period ended For the three month period ended
30 September 2016 30 September 2015 30 September 2016 30 September 2015
Income from grants' amortisation 940 959 307 317
Services to third parties 2.398 1.449 762 504
Rental income 1.001 1.236 330 426
Discounting effect of long-term liabilitites 13.500 - - -
Credit and structure fees for oil cargoes (4.955) - (4.955) -
Other income / (expense) 135 (1.525) 374 (1.049)
Other operating income / (expenses) 13.018 2.119 (3.183) 198
Impairment losses from associates (7.500) - - -
Other operating income / (expenses) - net 5.518 2.119 (3.182) 198

Other operating income / (expenses) – net, include income or expenses which do not relate to the trading activities of the Company.

6. FINANCE (EXPENSES) / INCOME – NET

For the nine month period ended For the three month period ended
30 September 2016 30 September 2015 30 September 2016 30 September 2015
Interest income 10.138 16.252 3.355 4.325
Interest expense and similar charges (134.965) (141.859) (46.946) (47.490)
Finance (expenses)/income -net (124.827) (125.607) (43.591) (43.165)

7. CURRENCY EXCHANGE GAINS / (LOSSES)

Foreign currency exchange gains of €13 million reported in this period relate mainly to realized gains from the repayment of US\$ denominated borrowings. Foreign currency exchange gains and losses on transactions which do not relate to financing are reported under operating results.

8. INCOME TAXES

For the nine month period ended For the three month period ended
30 September 2016 30 September 2015 30 September 2016 30 September 2015
Current tax (1.279) (5) (1.279) (114)
Deferred tax (63.711) (9.532) (20.028) 18.888
Income tax (expense) / credit (64.990) (9.537) (21.307) 18.774

The corporate income tax rate for the period ending 30 September 2016 is 29% (2015: 29%).

Effective for fiscal years ending 31st December 2011 to 31st December 2015, Greek companies meeting certain criteria had to be audited on an annual basis by their statutory auditor in respect of compliance with tax law (Tax Certificate Audit). This audit leads to the issuance of a Tax Certificate which, under certain conditions, substitutes the full tax audit by the tax authorities; who however retain the right of performing subsequent audit without finalizing its tax obligations for the respective fiscal year. The Company has been audited by the statutory auditor and has received an unqualified Tax Compliance Certificate up to the fiscal year ended 31st December 2015. Following recent tax provisions, companies may obtain a tax certificate for the subsequent years (2016 onwards), on an optional basis.

Unaudited income tax years

The Company has not undergone a full tax audit for the financial year ended 31 December 2010. As a result income tax obligations are not considered final.

The Tax Certificate Audit for the financial year 2015 was completed in September 2016 and the Company obtained an unqualified Tax Certificate. Management does not expect that significant additional tax liabilities over and above those provided for and disclosed in the financial information will arise.

Other Taxes

Provisional VAT audits have been completed up to and including December 2014.

9. EARNINGS PER SHARE

Diluted earnings per ordinary share are not presented because they are not materially different from basic earnings per share. Basic earnings per share are calculated by dividing the net profit attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the period.

For the nine month period ended For the three month period ended
30 September 2016 30 September 2015 30 September 2016 30 September 2015
Earnings per share attributable to the Company
Shareholders (expressed in Euro per share): 0,62 0,29 0,15 0,00
Net income attributable to ordinary shares
(Euro in thousands) 190.076 89.993 44.871 1.456
Average number of ordinary shares 305.635.185 305.635.185 305.635.185 305.635.185

10. PROPERTY, PLANT AND EQUIPMENT

Land Buildings Plant &
Machi
nery
Motor
vehicles
Furniture
and
fixtures
Assets
Under
Cons
truction
Total
Cost
As at 1 January 2015 115.396 517.883 3.579.933 14.307 82.136 96.445 4.406.100
Additions - 2 856 29 1.317 112.996 115.200
Capitalised projects - 3.964 26.945 2 493 (31.404) -
Disposals - - (1) (60) (7) (1.252) (1.320)
Transfers & other movements - - (1.544) (1) - (6.363) (7.908)
As at 30 September 2015 115.396 521.849 3.606.189 14.277 83.939 170.422 4.512.072
Accumulated Depreciation
As at 1 January 2015 - 165.097 1.392.447 9.809 70.873 - 1.638.226
Charge for the period - 13.342 77.729 305 2.622 - 93.998
Disposals - - (1) (60) (7) - (68)
As at 30 September 2015 - 178.439 1.470.175 10.054 73.488 - 1.732.156
Net Book Value at 30 September 2015 115.396 343.410 2.136.014 4.223 10.451 170.422 2.779.916
Cost
As at 1 January 2016 115.396 527.747 3.748.398 14.283 84.649 52.813 4.543.286
Additions - 6 408 120 1.208 57.696 59.438
Capitalised projects - 1.474 29.887 - 16 (31.377) -
Disposals - - (5) - (253) (52) (310)
Transfers and other movements - - 1.390 - - (1.560) (170)
As at 30 September 2016 115.396 529.227 3.780.078 14.403 85.620 77.520 4.602.244
Accumulated Depreciation
As at 1 January 2016 - 182.950 1.501.991 10.148 74.171 - 1.769.260
Charge for the period - 13.122 95.213 278 1.848 - 110.461
Disposals - - (5) - (253) - (258)
As at 30 September 2016 - 196.072 1.597.199 10.426 75.766 - 1.879.463
Net Book Value at 30 September 2016 115.396 333.155 2.182.879 3.977 9.854 77.520 2.722.781

'Transfers and other movements' in assets under construction include the transfer of completed IT projects to intangible assets.

CONDENSED INTERIM FINANCIAL INFORMATION FOR THE NINE MONTH PERIOD ENDED 30 SEPTEMBER 2016 (All amounts in Euro thousands unless otherwise stated)

11. INTANGIBLE ASSETS

Computer Licences &
software Rights Total
Cost
As at 1 January 2015 83.006 24.667 107.673
Additions 254 - 254
Disposals - (368) (368)
Transfers & other movements 3.687 - 3.687
As at 30 September 2015 86.947 24.299 111.246
Accumulated Amortisation
As at 1 January 2015 74.286 21.910 96.196
Charge for the period 3.549 918 4.467
Disposals - (27) (27)
As at 30 September 2015 77.835 22.801 100.636
Net Book Value at 30 September 2015 9.112 1.498 10.610
Cost
As at 1 January 2016 86.445 24.299 110.744
Additions 1.007 - 1.007
Transfers & other movements 1.314 - 1.314
As at 30 September 2016 88.766 24.299 113.065
Accumulated Amortisation
As at 1 January 2016 79.271 23.102 102.373
Charge for the period 3.234 903 4.137
As at 30 September 2016 82.505 24.005 106.510
Net Book Value at 30 September 2016 6.261 294 6.555

'Transfers and other movements' in computer software mainly relate to completed IT software projects capitalised during the year and thus transferred from assets under construction.

12. INVENTORIES

As at
30 September 2016 31 December 2015
Crude oil 256.558 180.149
Refined products and semi-finished products 330.008 330.240
Petrochemicals 19.699 22.286
Consumable materials, spare parts and other 73.758 72.444
- Less: Impairment provision for Consumables and spare
parts (32.232) (24.372)
Total 647.791 580.747

The cost of inventories included in "Cost of sales" amounts to €3,5 billion (30 September 2015: €4,3 billion). Cost of sales also include an amount of €0,3 million relating to a write-down of inventories remaining unsold to their net realisable value, as at 30 September 2016 (30 September 2015: €6,4 million).

CONDENSED INTERIM FINANCIAL INFORMATION FOR THE NINE MONTH PERIOD ENDED 30 SEPTEMBER 2016 (All amounts in Euro thousands unless otherwise stated)

The Company is obliged to keep crude oil and refined products stocks in order to fulfil the EU requirement for compulsory Stock obligations (90 days stock directive), as legislated by Greek Law 3054/2002. Part of this obligation is delegated to OTSM S.A, a subsidiary of an associate company, DMEP Holdco Ltd.

13. TRADE AND OTHER RECEIVABLES

As at
30 September 2016 31 December 2015
Trade receivables 353.665 387.856
- Less: Provision for impairment of receivables (118.391) (109.391)
Trade receivables net 235.274 278.465
Other receivables 753.689 728.945
- Less: Provision for impairment of receivables (13.837) (13.299)
Other receivables net 739.852 715.646
Deferred charges and prepayments 8.074 7.707
Total 983.200 1.001.818

As part of its working capital management, the Company utilises factoring facilities to accelerate the collection of cash from its customers in Greece. Non-recourse factoring, is excluded from balances shown above.

'Other receivables' include balances in respect of VAT, income tax prepayments, advances to suppliers and advances to personnel. Other receivables also include the following:

  • a) Advances of €327 million extended to Hellenic Petroleum International A.G. (a Group company) for the transfer of 100% of the share capital of Hellenic Fuels S.A. (currently a direct subsidiary of Hellenic Petroleum International A.G.) at book value (31 December 2015: €327 million). The conclusion of the transfer is subject to final contract signing.
  • b) VAT approved refunds amounting to €54m (31 December 2015: €54 million), withheld by the customs office in respect of a dispute relating to stock shortages (see Note 22). Against this action the Company has filed a specific legal objection claim and expects to fully recover this balance following the conclusion of the relevant legal proceedings.
  • c) A one-year bond loan of €138 million extended to EKO ABEE, a Group company.

The fair values of trade and other receivables approximate their carrying amount.

14. CASH, CASH EQUIVALENTS AND RESTRICTED CASH

As at
30 September 2016 31 December 2015
Cash at Bank and in Hand 755.863 1.683.600
Cash and cash equivalents 755.863 1.683.600
Restricted cash 157.525 155.556
Total cash, cash equivalents and restricted cash 913.388 1.839.156

Restricted cash mainly relates to a deposit (€144 million) that secures a loan agreement of equal amount with Piraeus Bank, in relation to the Company's Facility Agreement B with the European Investment Bank.

CONDENSED INTERIM FINANCIAL INFORMATION FOR THE NINE MONTH PERIOD ENDED 30 SEPTEMBER 2016 (All amounts in Euro thousands unless otherwise stated)

The outstanding balance under the EIB Facility Agreement B as at 30 September 2016 was €133 million, in accordance with the amortization schedule, whilst the outstanding balance of the Piraeus loan as at 30 September 2016 was €144 million. This is expected to be reduced to €133 million in the following months. The guarantee matured on 15 June 2016 and has been renewed for an additional year. The effect of the loan and the deposit is a grossing up of the Statement of Financial Position, with no effect to the Net Debt and Net Equity position.

The balance of cash at bank denominated in US Dollars as at 30 September 2016 was US\$541 million (Euro equivalent €485 million). The respective amount as at 31 December 2015 was US\$ 813 million (Euro equivalent €747 million). A significant amount of cash held as at 31 December 2015, has been used to repay loans which matured in May 2016 (note 17).

15. SHARE CAPITAL

Number of
Shares
(authorised
and issued)
Share
Capital
Share
premium
Total
As at 1 January 2015 & 31 December 2015 305.635.185 666.285 353.796 1.020.081
As at 30 September 2016 305.635.185 666.285 353.796 1.020.081

All ordinary shares were authorised, issued and fully paid. The nominal value of each ordinary share is €2,18 (31 December 2015: €2,18).

16. RESERVES

Statutory
reserve
Special
reserves
Tax free
reserves
Hedging
reserve
Share-based
payment
reserve
Actuarial
gains/ (losses)
Available
for-sale
gains/
(losses)
Total
Balance at 1 January 2015
Cash flow hedges:
118.668 86.495 271.944 (44.464) 3.639 (6.288) - 429.994
Fair value gains / (losses) on cash flow hedges
Derecognition of gains/(losses) on hedges through
comprehensive income
Actuarial gains/(losses) on defined benefit pension plans
-
-
-
-
-
-
-
-
-
(26.234)
27.449
-
-
-
-
-
-
260
-
-
-
(26.234)
27.449
260
Balance at 30 September 2015 118.668 86.495 271.944 (43.249) 3.639 (6.028) - 431.469
Cash flow hedges:
Balance at 31 December 2015 and 1 January 2016 118.668 86.495 263.146 (24.718) 746 (5.519) - 438.818
Cash flow hedges:
Fair value gains / (losses) on cash flow hedges
Derecognition of gains/(losses) on hedges through
comprehensive income
Actuarial gains/(losses) on defined benefit pension plans
Fair value gains / (losses) on available-for-sale financial
assets
-
-
-
-
-
-
-
-
-
-
-
-
11.160
19.642
-
-
-
-
-
-
-
-
(3.914)
-
-
-
-
(6.035)
11.160
19.642
(3.914)
(6.035)
Balance at 30 September 2016 118.668 86.495 263.146 6.084 746 (9.433) (6.035) 459.671

Statutory reserves

Under Greek law, corporations are required to transfer a minimum of 5% of their annual net profit as reflected in their statutory books to a statutory reserve until such reserve equals one third of the outstanding share capital. This reserve cannot be distributed, but can be used to offset accumulated losses.

Special reserves

Special reserves primarily relate to reserves arising from tax revaluations in accordance with relevant legislation in prior years. Where considered appropriate deferred tax provisions are booked in respect of these reserves.

Tax-free reserves

Tax-free reserves include:

  • (i) Retained earnings which have not been taxed with the prevailing corporate income tax rate as allowed by Greek law under various statutes. Certain of these retained earnings will become liable to tax at the rate prevailing at the time of distribution to shareholders or conversion to share capital.
  • (ii) Retained earnings, which have been taxed at a rate less than the corporate tax rate as allowed by Greek law. Certain of these retained earnings will be subject to the remaining tax up to the corporate tax rate prevailing at the time of distribution to shareholders or conversion to share capital.

17. BORROWINGS

As at
30 September 2016 31 December 2015
Non-current borrowings
Bank borrowings 255.222 277.444
Bond loans 1.057.240 1.258.970
Νon-current borrowings 1.312.462 1.536.414
Current borrowings
Short term bank borrowings 1.326.984 1.375.243
Current portion of long term bank borrowings 44.444 44.444
Total current borrowings 1.371.428 1.419.687
Total borrowings 2.683.890 2.956.101

Gross borrowings of the Company by maturity as at 30 September 2016 and 31 December 2015 are summarised in the table below (amounts in € million):

Balance as at
30 September 2016 31 December 2015
Maturity (millions) (millions)
Syndicated bond loan €350 million Jul 2018 343 341
Bond loan €400 million Oct 2016 284 225
Bond loan €200 million Jan 2018 199 199
Bond loan SBF €400 million Nov 2017 198 -
European Investment Bank ("EIB") Term loan Jun 2022 267 289
HPF Loan €488m May 2017 397 401
HPF Loan US\$ 397,6m May 2016 - 364
HPF Loan €317,6m Jul 2019 318 318
Bilateral lines Various 678 819
Total 2.684 2.956

Hellenic Petroleum and its subsidiaries (the "Group") has centralised treasury operations which coordinate and control the funding and cash management activities of all group companies. Within this framework, Hellenic Petroleum Finance plc ("HPF") was established in November 2005 in the U.K. as a wholly-owned subsidiary of Hellenic Petroleum S.A. to act as the central treasury vehicle of the Hellenic Petroleum Group.

Borrowings with significant movements during 2016 are described below:

Bond Loan €400 million

In June 2014, Hellenic Petroleum S.A. extended the maturity date of a €400 million syndicated bond loan agreement from December 2014 to 30 December 2015 with a six month extension option, achieving at the same time improvements in cost and general terms and conditions. In September 2015 the Company extended the maturity date

CONDENSED INTERIM FINANCIAL INFORMATION FOR THE NINE MONTH PERIOD ENDED 30 SEPTEMBER 2016 (All amounts in Euro thousands unless otherwise stated)

to June 2016. In April 2016, Hellenic Petroleum S.A. made an additional drawdown of €60 million under the facility and the balance of the loan as at 30 September 2016 was € 284 million. In June 2016 Hellenic Petroleum S.A. extended the facility maturity date to October 2016. In October 2016 the facility maturity date was extended for an additional year to October 2017, with two six-month extension options.

Stand-by Facility €400 million

In May 2016 Hellenic Petroleum S.A. concluded a € 400 million stand-by facility with a tenor of 18 months and an extension option for a further 6 months. The facility has two Tranches, a committed Tranche of €240 million and an uncommitted Tranche of €160 million.

EIB Term loans

On 26 May 2010, Hellenic Petroleum S.A. signed two loan agreements (Facilities A and B) with the European Investment Bank for a total amount of €400 million (€200 million each). The purpose of the loans was to finance part of the investment programme relating to the upgrade of the Elefsina Refinery. Both loans have a maturity of twelve years with amortization beginning in December 2013 and similar terms and conditions. Facility B is credit enhanced by a commercial bank guarantee. This is normal practice for EIB lending particularly during the construction phase of large projects. Total repayments on both loans up to 30 September 2016 amounted to €133 million (€22 million paid during 2016). See also note 14 on cash and cash equivalents.

HPF Loan \$397,6m (Eurobond \$400m)

In May 2014, HPF issued a two-year \$400 million Eurobond with a 4,625% annual coupon, maturing in May 2016. Subsequently the Company concluded a \$397,6 million loan agreement with HPF and the proceeds were used for general corporate purposes. In April 2016 the Company fully repaid the loan.

18. TRADE AND OTHER PAYABLES

As at
30 September 2016 31 December 2015
Trade payables 1.515.078 2.633.351
Accrued Expenses & Deferred Income 95.385 73.432
Other payables 10.057 38.182
Total 1.620.520 2.744.965

Trade payables comprise amounts payable or accrued in respect of supplies of crude oil, products, commodity derivative contracts and services. Following the Greek crisis and particularly the imposition of capital controls on 28 June 2015 in Greece, open credit from suppliers has reduced materially. This is gradually being changed as the performance of the Company is positive and its dependence on the Greek economy less profound. It should also be noted that the value of open credit and trade payables is driven by the level of prices and the exchange rate between US\$ and Euro at the balance sheet date as most purchases take place on the basis of US\$.

Trade payables, as at 30 September 2016 and 31 December 2015, include amounts in respect of crude oil imports from Iran which were received between December 2011 and March 2012 as part of a long term contract with NIOC. Despite repeated attempts to settle the payment for these cargoes through the international banking system between January and June 2012, it was not possible to do so. This was due to the fact that payments to Iranian banks and state entities were not accepted for processing by the International banking system due to US and International sanctions. After 30 June 2012, Hellenic Petroleum was prohibited to effect payments to NIOC by virtue of EU sanctions (Council Regulation (EU) No. 267/2012 of 23 March 2012). The Company duly notified its supplier of this restriction on payments and the inability to accept further crude oil cargoes under the contract, which is due to the EU sanctions posing legal constraints outside its control.

On 18 October 2015, by Decision (CFSP) 2015/1863, the Council of the European Union (EU) decided to terminate implementation of all Union economic and financial sanctions against Iran, taking into account UNSCR 2231 (2015) and Annex B to UNSCR 2231 (2015), simultaneously with the IAEA-verified implementation by Iran of agreed

CONDENSED INTERIM FINANCIAL INFORMATION FOR THE NINE MONTH PERIOD ENDED 30 SEPTEMBER 2016 (All amounts in Euro thousands unless otherwise stated)

nuclear-related measures. On 16 January 2016 ("Implementation Day"), by Decision (CFSP) 2016/37, the Council decided that Decision (CFSP) 2015/1863 shall apply from that date. On the same date U.S and other International Restrictive Measures were also partially lifted. In light of the above developments, Hellenic Petroleum and NIOC executed a Heads of agreement on 22 January 2016 for the recommencement of their commercial relationship for the supply of crude and for the settlement of the overdue amounts. Implementation of the agreement, which commenced during April 2016, is in full compliance with the prevailing EU and international framework as well as applicable sanctions. In accordance with the Heads of agreement, the relevant amount which falls due after twelve months has been transferred from trade payables to other long-term liabilities as at 30 September 2016.

Where deemed beneficial to the Company, in order to achieve better terms (such as better pricing, higher credit limits, longer payment terms), the Company provides short term letters of credit or guarantee for the payment of liabilities arising from trade creditors, making use of its existing credit lines with its banks. To the extent these liabilities materialise before the balance sheet date, they are included in the balance under trade creditors.

Other payables include amounts in respect of payroll and other staff related costs, social security obligations and sundry taxes.

19. CASH GENERATED FROM OPERATIONS

For the nine month period ended
Note 30 September 2016 30 September 2015
Profit before tax 255.066 99.530
Adjustments for:
Depreciation and amortisation of property, plant and
equipment and intangible assets 10,11 114.598 98.465
Amortisation of grants (940) (959)
Financial expenses / (income) - net 6 124.827 125.607
Provisions for expenses and valuation changes 35.919 33.874
Foreign exchange (gains) / losses 7 (13.377) 16.809
Dividend income (38.348) (32.659)
Discounting effect on long term payables 5 (13.500) -
(Gain)/Loss from disposal of Non Current Assets 52 781
464.297 341.448
Changes in working capital
Increase in inventories (67.384) (132.599)
(Increase) / Decrease in trade and other receivables (3.272) 37.682
Decrease in trade and other payables (896.334) (1.084.236)
(966.990) (1.179.153)
Net cash outflow from operating activities (502.693) (837.705)

20. RELATED PARTY TRANSACTIONS

Included in the condensed interim statement of comprehensive income are proceeds, costs and expenses, which arise from transactions between the Company and related parties. Such transactions mainly comprise sales and purchases of goods and services in the ordinary course of business and are conducted under normal trading and commercial terms on an arm's length basis.

CONDENSED INTERIM FINANCIAL INFORMATION FOR THE NINE MONTH PERIOD ENDED 30 SEPTEMBER 2016 (All amounts in Euro thousands unless otherwise stated)

For the nine month period ended 30 September 2016 30 September 2015 Sales of goods and services to related parties Group entities 1.384.615 1.804.860 Associates 499.181 591.972 Joint ventures 92 155 Total 1.883.888 2.396.987 Purchases of goods and services from related parties Group entities 40.782 37.884 Associates 489.496 602.735 Joint ventures 1.260 375 Total 531.538 640.994

Included in the statement of financial position are balances which derive from sales/purchases of goods and services in the ordinary course of business.

As at
30 September 2016 31 December 2015
Balances due to related parties
(Trade and other creditors)
Group entities 44.503 84.086
Associates 39.781 72.961
Joint ventures 219 266
Total 84.503 157.313
Balances due from related parties
(Trade and other debtors)
Group entities 418.846 433.088
Associates 20.949 39.252
Joint ventures 9 74
Total 439.804 472.414

Transactions and balances with related parties are in respect of the following:

  • a) Hellenic Petroleum Group companies
  • b) Associates and joint ventures of the Group consolidated under the equity method.
  • Athens Airport Fuel Pipeline Company S.A. (EAKAA)
  • Public Gas Corporation of Greece S.A. (DEPA)
  • Elpedison B.V.
  • Spata Aviation Fuel Company S.A. (SAFCO)
  • HELPE Thraki S.A.
  • Biodiesel S.A.
  • Superlube LTD
  • D.M.E.P. HOLDCO

c) Government related entities which are under common control with the Company due to the shareholding and control rights of the Hellenic State and with which the Company has material transactions or balances:

• Public Power Corporation Hellas S.A.

CONDENSED INTERIM FINANCIAL INFORMATION FOR THE NINE MONTH PERIOD ENDED 30 SEPTEMBER 2016 (All amounts in Euro thousands unless otherwise stated)

• Hellenic Armed Forces

During the nine month period ended 30 September 2016, transactions and balances with the above government related entities are as follows: Sales of goods and services amounted to €50 million (30 September 2015: €92 million);

Purchases of goods and services amounted to €38 million (30 September 2015: €38 million); Receivable balances of €15 million (31 December 2015: €13 million); Payable balances of €2 million (31 December 2015: €10 million).

d) Key management includes directors (Executive and Non-Executive Members of the board of Hellenic Petroleum S.A.) and General Managers. The compensation paid or payable to the aforementioned key management amounted as follows:

For the nine month period ended
30 September 2016
For the nine month period ended
30 September 2015
Short term
employee
benefits
Termination
benefits
Number of
Members/
Managers
Short term
employee
benefits
Termination
benefits
Number of
Members/
Managers
BOD Executive Members 864 - 4 865 512 7
BOD Non Executive Members 316 - 10 435 - 14
General Managers 1.213 524 8 1.058 906 8
Total 2.393 524 2.358 1.418

The above table includes benefits paid or payable to Members/Managers for the period during which they held the specific position. In cases where a General Manager is concurrently serving as a BOD Member as well, the respective benefits are included as Board Executive Members remuneration. The Number of Members/Managers refers to Members/Managers who were included in one of the above categories even for part of the period.

  • e) The Company participates in the following jointly controlled operations with other third parties relating to exploration and production of hydrocarbons in Greece and abroad, either directly or indirectly, through its subsidiaries:
  • Edison International SpA HELPE Patraikos, 100% subsidiary (Greece, Patraikos Gulf).
  • Calfrac Well Services Ltd Hellenic Petroleum S.A. (Greece, Sea of Thrace concession)

21. COMMITMENTS

Capital expenditure contracted for as of 30 September 2016 amounts to €38 million (31 December 2015: €32 million).

22. CONTINGENCIES AND LITIGATION

The Company has contingent liabilities in respect of bank and other guarantees and other matters arising in the ordinary course of business. They are as follows:

(a) Business issues

  • (i) Unresolved legal claims: The Company is involved in a number of legal proceedings and has various unresolved claims pending arising in the ordinary course of business. Based on currently available information and the opinion of legal counsel, management believes the final outcome will not have a significant effect on the Company's operating results or financial position, over and above provisions already reflected in the financial information.
  • (ii) Guarantees: The Company has provided letters of comfort and guarantees in favour of banks as security for loans granted by them to subsidiaries and associates of the Group, the outstanding amount of which as at 30 September 2016 was the equivalent of €1.017 million (31 December 2015: €1.427 million).

CONDENSED INTERIM FINANCIAL INFORMATION FOR THE NINE MONTH PERIOD ENDED 30 SEPTEMBER 2016 (All amounts in Euro thousands unless otherwise stated)

(b) Taxation and customs

(iii) Open tax years: Income tax audits have been completed up to and including the financial year ended 31 December 2009, while there are ongoing audits for financial years 2010, 2011 and 2012. Furthermore, provisional tax audits, mainly for the return of VAT have been concluded up to December 2014. Management believes that no additional material liability will arise as a result of open tax years over and above the tax liabilities and provisions recognised in the financial information.

It is noted that for financial years ending 31 December 2011 up to 31 December 2015, Greek legal entities are subject to annual tax audits from their statutory auditors. The Company was audited for the financial years ended 31 December 2011 – 2015 obtaining unqualified tax audit certificates.

(iv) Assessments of customs and fines: In 2008, Customs authorities assessed additional customs duties and penalties amounting to approximately €40 million for alleged "stock shortages" during the years 2001- 2005. The Company has duly filed contestations before the Administrative Court of First Instance and management believes that this case will have a positive outcome when the court hearings take place.

However the Customs office withheld an amount of €54 million (full payment plus surcharges) of VAT approved refunds, an action against which the Company filed two Contestations before the Administrative Courts of Athens and Piraeus. The Administrative Court of Athens ruled that the withholding effected by the Tax Office was done against the law. The Company considers that the above amounts will be recovered.

23. DIVIDENDS

On 2 June 2016, the AGM approved the proposal of the BOD to not distribute a dividend for the year ended 31 December 2015. The Board will re-evaluate distribution and dividend payment during 2016.

24. OTHER SIGNIFICANT EVENTS

a) Merger of EKO ABEE with Hellenic Fuels

On 31 August 2016 the merger of two Group companies ("EKO Industrial and Commercial Company of Petroleum Products", or EKO and "Hellenic Fuels SA", or Hellenic Fuels) was completed, whereby Hellenic Fuels absorbed the net assets of EKO. Thereafter Hellenic Fuels was renamed to "Hellenic Fuels and Lubricants Industrial and Commercial S.A." ("EKO ABEE"). Following the merger Hellenic Petroleum SA now holds 35,6% of the share capital of EKO ABEE, with the rest being held by Hellenic Petroleum International AG, also a group company.

b) Sale of DESFA

On 16 February 2012, HELPE and the HRADF (jointly the "Sellers") agreed to launch a joint sale process of their shareholding in DEPA Group aiming to sell in total 100% of the supply and trading activities and the shareholding of regional supply companies (DEPA S.A. and EPAs) and 66% of the high pressure transmission network (DESFA). This agreement was approved by HELPE's EGM, dated 30 January 2012.

The sales process resulted in three non-binding offers received on 5 November 2012 and at the final stage, one binding offer for the purchase of 66% of DESFA shares by SOCAR (Azerbaijan's Oil and Gas National Company). SOCAR's final offer is for €400 million for 66% of DESFA; i.e. €212,1 million for HELPE's 35% effective shareholding. Given that at present DESFA S.A. is a 100% subsidiary of DEPA, in order to complete the transaction, DESFA will be "unbundled" through a share distribution (treated as capital reduction of DEPA S.A.), to the two existing shareholders/sellers (i.e. HELPE 35% and HRADF 65%). Thus, once all approvals from the competent authorities are received, SOCAR will buy 35% directly from HELPE and 31% from HRADF.

On 2 August 2013 the Board of Directors of HELPE considered the offer for the sale of its 35% effective interest in DESFA as acceptable, and called for an Extraordinary General Meeting of the shareholders of the Company to approve the transaction. The EGM of the shareholders of the Company held on 2 September 2013 approved the transaction.

Prior to the Board of Directors' meeting, the previous day, on 1 August 2013 the board of directors of HRADF had unanimously accepted the final offer of SOCAR.

CONDENSED INTERIM FINANCIAL INFORMATION FOR THE NINE MONTH PERIOD ENDED 30 SEPTEMBER 2016 (All amounts in Euro thousands unless otherwise stated)

The Share Purchase Agreement (SPA) for the sale of 66% of DESFA's share capital was signed by HRADF, HELPE and SOCAR (Parties to the SPA) on 21st December 2013. According to this SPA the rights and obligations of the parties are conditional upon the occurrence of certain events (Conditions) such as the merger clearance of the transaction by the EU or national competition authorities (as applicable) and the certification of DESFA by the Regulatory Authority for Energy of the Hellenic Republic ("RAE") in accordance with article 65 of L. 4001/2011 ("Energy Law"). RAE issued its final certification decision on 29th September 2014. Notification of the transaction to DG for Competition of the European Commission took place on 1st October 2014 and on 5th November 2014, the European Commission opened an in depth investigation. The extent of commitments which may be required to be undertaken by SOCAR and the exact time required for the European Commission to issue a clearance decision cannot be controlled by the parties. On 27th July 2015, the Parties to the SPA executed Addendum No 2, by virtue of which the long stop date of the SPA has been further extended to 21st December 2015; while on 16th December 2015 Addendum No 3 was executed providing for an additional long stop date extension to 30th September 2016. Further to such agreement, the validity of the SOCAR performance guarantee has been extended accordingly. On September 21st 2016 the Parties to the SPA agreed to further extend the long stop date of the SPA and the validity of the SOCAR performance guarantee until October 31st 2016, while on such date, the same parties have further extended the aforementioned long stop date and the validity of the performance guarantee until November 30th 2016.

Although the parties undertake valid commitments upon signing of the SPA, the effectiveness of the totality of the provisions of the SPA (including the transfer of shares and the payment of the consideration) remains subject to conditions, some of which lie beyond the control or diligent behaviour of the parties and, consequently, the completion of the transaction remains suspended and depends on the satisfaction of such conditions.

The cost of investment of the DEPA group in the Company's financial information is €237 million. The impact of the above transaction on the financial statements will be determined on the basis of the structure of the transaction (at present a spin-off process is provided for in the SPA) and timing of implementation.

Given that the transaction can only be completed upon receiving the approval of the relevant competent authorities, and given the timing of such approvals and the unbundling process that is still to be concluded, DEPA Group, as it currently stands, continues to be accounted for and included in the interim financial information as an associate.

25. EVENTS OCCURING AFTER THE END OF THE REPORTING PERIOD

On 14 October 2016 the Group issued a €375 million five-year Eurobond, with a 4,875% annual coupon, at an issue price of 99.453% of their principal amount maturing in October 2021. The Notes, which were issued by Hellenic Petroleum Finance Plc and are guaranteed by Hellenic Petroleum S.A., are listed on the Luxembourg Stock Exchange. Subsequently the Company concluded a €367 million loan agreement with HPF. The proceeds were used to refinance part of the €488 million loan with HPF, which matures in May 2017, thus extending debt maturity to October 2021 and for general corporate purposes.

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