The purchase price allocation for the assets acquired and liabilities assumed have been fully completed in the first half of2010. Changes of significance resulted from the reviewed volume of oil and gas reserves (provisional fair values reflectedpreliminary reserve assumptions) and the consequent changes in deferred tax liability. Final and provisional fair values (asreported in prior year’s financial statements) as of 30 June 2009 were as follows:Since the public offer for INA’s shares in 2008 and the amendment of the Shareholders’ Agreement in 2009 have been asingle acquisition step, the Group has accounted for the purchase consideration as follows:HUF millionProvisional fair valuesFinal fair valuesHUF millionHUF millionIntangible assets 229,739 159,556Property, plant and equipment 1,046,930 1,048,536Investments 2,227 2,227Available-for-sale investments 11,403 11,403Deferred tax assets 17,882 17,882Other non-current assets 36,184 36,184Inventories 111,357 111,357Trade receivables 122,884 124,539Other current assets 32,258 32,258Prepaid taxes 3,108 3,108Cash and cash equivalents 16,592 16,592Assets classified as held for sale 23,397 23,397Long-term debt, net of current portion (202,532) (202,532)Provisions and contingent liabilities (133,860) (133,860)Deferred tax liabilities (95,671) (84,705)Other non-current liabilities (4,868) (4,868)Trade and other payables (249,583) (249,583)Current tax payable (488) (488)Short-term debt (89,646) (89,646)Current portion of long-term debt (4,361) (4,361)Liabilities classified as held for sale (15,275) (15,275)Fair value of net assets of INA Group 857,677 801,720Fair value of net assets of Energopetrol acquired with INA 221 221Non-controlling interest in INA (52.8%) 453,240 423,669Non-controlling interest in Energopetrol (51.0%) 112 112Excess of fair value of net assets over consideration recorded as otherincome (see Note 25)47,671 21,285Total consideration 356,875 356,875The Group has elected to measure the non-controlling interest in INA Group on its proportionate share of the fair value ofnet assets acquired.Intangible assets acquired include the INA brand, valued on the basis of relief from royalty method, and also the provedundeveloped and probable reserves of INA Group’s onshore and off-shore oil and gas activities. Proved developed reservesare recorded as property, plant and equipment. Fair value of these reserves have been determined based on market forecastsand expectations, actual operating costs and a discount rate calculated using industry-specific peer groups. Long-term crudeoil price have been forecasted at 75 USD / barrel, adjusted by inflation, while discount rate has been set to 10.4%, adjustedby country-specific risks.Inventories have been valued on prevailing market prices. The Group has also recorded a HUF 27,557 million contingentliability on certain environmental obligations at the Croatian refineries, depots and retail sites with high and medium riskprofiles, where the extent of the pollution and the nature of remediation work cannot be estimated with sufficient reliability.The Group has assessed these liabilities on the basis of its similar operations at other locations.Via acquiring INA, the Group has also acquired full control over Energopetrol, its former joint venture with INA (owning 33.5%of its shares directly and another 33.5% via INA Group). Upon fully consolidating Energopetrol, the Group has identified acontingent liability of HUF 3,946 million relating to certain present obligations from employee claims.From the date of acquisition, INA Group has contributed HUF 437,189 million to the net sales revenue of the Group and HUF 22,000million loss for the 2009 net income of the Group. If the combination had taken place at the beginning of that year, contribution to therevenue would have been HUF 804,809 million, while the contribution to the profit attributable to the equity holders of the parent ofthe Group would have been the same, since INA Group has been consolidated using the equity method from the beginning of 2009.Fair value of previously held interest in INA (25%, consolidated using the equity method prior to June 30, 2009) 133,334Cash consideration paid for 22.16% of the shares of INA in the public offering in October, 2008, adjusted with profit contributedby INA since that date218,443Fair value of previously held interest in Energopetrol 5,098Total consideration 356,875To determine the fair value of <strong>MOL</strong>’s previously held 25% interest in INA Group as of 30 June 2009, prevailing quoted marketprices of INA shares were used. Re-measurement and recycling of exchange and fair valuation differences previously recordedin other comprehensive income resulted in a gain of HUF 22,462 million, recorded as other income in 2009. In addition, HUF463 million was recorded as other income representing fair value difference of previously held interest in Energopetrol andrecycling of exchange differences previously recorded in other comprehensive income.Drill Trans GroupCrosco d.o.o., a subsidiary of INA acquired 100% share of Drill Trans Group as at 25 August 2009.Determination of the fair value of assets and liabilities has been fully completed in 2010 with no significant differencecompared to the provisional valuation as at the end of 2009. The fair values of assets acquired and liabilities assumed of DrillTrans Group as of 31 August 2009 were as follows:Fair valuesHUF millionIntangible assets 185Property, plant and equipment 1,108Inventories 111Trade receivables 2,031Other current assets 517Cash and cash equivalents 148Long-term debt (369)Trade and other payables (2,437)Short-term debt (1,145)Fair value of net assets of Drill Trans Group 149Goodwill arising on acquisition 3,655Total consideration 3,8048 DisposalsCrobenzThe transaction of selling INA’s 100% ownership in Crobenz d.d. (“Crobenz”) to LUKOIL Croatia d.o.o. (“Lukoil”) wascompleted on 30 September 2010. The sale process was initiated based on INA’s obligation under the decision of the CroatianCompetition Agency (“the Agency”) of 9 June 2009. Following the signing of the First Amendment to the ShareholdersAgreement between the Croatian Government and <strong>MOL</strong> on 30 January 2009, <strong>MOL</strong>’s gaining the operational control overINA had been investigated by the Croatian Competition Agency, upon which the Agency passed its final Decision on 9 June2009 approving the transaction under certain conditions including the sale of INA’s 100% ownership in Crobenz.On 21 July 2010, INA d.d. signed a sale agreement with LUKOIL for the disposal of its 100% interest in Crobenz. As decidedby the Croatian Market Competition Agency (“the Agency”), the sale was conducted by a trustee. At a meeting held on 29July 2010 the Agency decided to approve the transaction implementing the mandate from its Resolution on the conditionalapproval of the <strong>MOL</strong>/INA concentration and it also granted the necessary clearance for the Lukoil/Crobenz concentration.Notes to the financialstatements122 <strong>MOL</strong> Group annual report 2010 123
Carrying amount of disposed assets and liabilities of Crobenz as of 30 September 2010 and analysis of cash outflow on saleof the subsidiary is the following:Carrying amount of disposed assets and liabilities of <strong>MOL</strong> Energiakereskedő Zrt. as of 31 December 2009 and analysis of netcash outflow on sales of the subsidiary was the following:HUF millionHUF millionIntangible assets 29Deferred tax asset 79Inventories 289Trade receivables 2,778Other current assets 17Cash and cash equivalents 46Total assets 3,238Long-term debt, net of current portion 1,778Provisions and contingent liabilities 199Trade and other payables 1,451Current tax payable 86Short-term debt 2,225Current portion of long-term debt 401Total liabilities 6,140Net liabilities sold (2,902)Net gain realized on disposal (see Note 25) 756Compensation of inter-company loan 1,414Unsettled sales price payable by Lukoil (735)Cash consideration paid (1,467)The analysis of cash outflow on sale of Crobenz:Net cash disposed of during the sale (46)Cash consideration paid (1,467)Cash outflow (1,513)Intangible assets 46Investments 19Inventories 2,177Trade receivables 18,231Other current assets 633Cash and cash equivalents 5,149Total assets 26,255Other non current liabilities (28)Trade and other payables (23,697)Total liabilities (23,725)Net assets sold 2,530Sale price 25Fair value of non-controlling interest retained 14Loss on disposal (2,491)The analysis of net cash outflow on sale of <strong>MOL</strong> Energiakereskedő Zrt.: (5,149)Net cash disposed of during the sale 25Cash considerationNet cash outflow (5,124)9 Joint venturesThe Group’s share of the assets, liabilities, revenue and expenses of the joint venturesNotes to the financialstatements<strong>MOL</strong> Energiakereskedő Zrt.The Group’s share of the assets, liabilities, revenue and expenses of ZMB and all the other joint ventures (see Note 6), which areincluded in the consolidated financial statements, are as follows at 31 December 2010 and 2009 and for the years then ended:<strong>MOL</strong> Energiakereskedő Kft. (MET), the natural gas trading subsidiary of the Group was transformed to a company limitedby shares as of October 31, 2009. Subsequently, <strong>MOL</strong> agreed to sell 50% of its share in the entity to Normeston TradingLtd as of December 18, 2009. Since <strong>MOL</strong> has not retained control over the operations of MET, its remaining shareholdingin the company has been recorded as an investment in associate at a fair value of HUF 14 million, determined on the basis ofestimated risk-adjusted future net cash flows.2010 2009ZMB Other Total ZMB Other TotalHUF million HUF million HUF million HUF million HUF million HUF millionCurrent assets 4,469 9,018 13,487 3,694 3,155 6,849Non-current assets 16,531 13,671 30,202 17,212 7,449 24,66121,000 22,689 43,689 20,906 10,604 31,510Current liabilities 2,730 4,685 7,415 2,824 3,194 6,018Non-current liabilities 1,183 977 2,160 1,098 2,311 3,4093,913 5,662 9,575 3,922 5,505 9,427Net assets 17,087 17,027 34,114 16,984 5,099 22,083Net sales 49,750 16,497 66,247 42,598 13,638 56,236Cost of sales (10,318) (15,472) (25,790) (9,214) (12,248) (21,462)Other expenses (17,123) (336) (17,459) (28,488) (961) (29,449)Financial (expense) / income, net (217) 170 (47) 8 (105) (97)Profit before income tax 22,092 859 22,951 4,904 324 5,228Income tax expense (5,715) (127) (5,842) (2,060) (89) (2,149)Net profit / (loss) 16,377 732 17,109 2,844 235 3,079124 <strong>MOL</strong> Group annual report 2010 125
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