YAKUM, Israel, May 27, 2014 /PRNewswire/ --


    --  Adjusted EBITDA - NIS 85.3 million in this quarter compared to NIS 111.7
        million in the corresponding quarter last year. The decrease mainly
        resulted from the timing of the Passover holiday which, in 2013 occurred
        in first quarter and this year occurred mainly in the second quarter.
    --  In the Real Estate segment - an increase of approximately 8.5% in
        operating profit in this quarter amounting to NIS 5.1 million compared
        to the corresponding quarter last year from increase in rented spaces to
        external parties. This quarter includes a revaluation of NIS 16 million
        from promoting plans of a property owned by BSRE.
    --  In the Fueling and Commercial sites segment: a decrease of approximately
        27% in operating profit to NIS 26.7 million, compared to the
        corresponding quarter last year resulting from opening new sites, lower
        inventory margins in the current quarter and from price reduction, which
        was partly offset from increase in sold quantities.
    --  In the Supermarkets segment: the Company continues to exercise the
        strategic plan, which includes the conversion of branches into You, the
        HD chain of the Company, adjustments of Mega in Town and cease of
        operation of losing branches in their current layout. In the second
        quarter, agreements were signed for the sale of 3 branches.
    --  In the Non food segment: a decrease from NIS 7.4 million in operating
        profit in the corresponding quarter last year to approximately NIS 0.5
        million in this quarter mainly as a result of the Passover holiday
        occurring in the second quarter, correspondingly to January - April, an
        improvement in sales can be seen of the SSS stores. The transaction for
        selling the control in Kfar Hasha'shuim was completed.
    --  Other segment
        --  Diners - net income of approximately NIS 12 million in this quarter
            compared to NIS 10 million in the corresponding quarter last year.
        --  You Phone - continued marketing and increasing the brand awareness.
            We passed the 100,000 customers mark and today we are the largest
            MVNO in Israel. A decrease in operating loss of 35% in this quarter
            compared to the corresponding quarter last year.

Segment Profits:



    Operating Profit[1] in
     millions of NIS                       Q1/14           Q1/13
    ----------------------                 -----           -----

    Fueling and Commercial
     sites                                  26.7            36.6
    ----------------------                  ----            ----

    Supermarkets                             3.2            10.4
    ------------                             ---            ----

    Non-Food (from continuing
     operations)                             0.5             7.4
    -------------------------                ---             ---

    Real Estate                              5.1             4.7
    -----------                              ---             ---

    Adjusted EBITDA                         85.3           111.7
    ---------------                         ----           -----


    [1] Operating profit
     (before other gains
     and losses, changes in
     fair value of
     investment property
     and share in gains of
     associates)
     (hereinafter -
     Operating profit
     before gains and
     losses).

Comments of Management

Mrs. Limor Ganot, co-CEO

"Like the entire market in Israel, in the first quarter, we have seen a decrease in consumption alongside an increased competition, which together with the Passover timing that occurred in the second quarter of this year, had an impact on most of the Group companies.

"We congratulate Mr. Oded Blum who was appointed as co-CEO in Dor Alon and we wish him the best of luck. Until now, Mr. Blum served as the CEO of Dor Alon retail sites, which manages and operates the fueling and commercial segment in Dor Alon.

"BSRE continues to grow and promotes projects so as to realize the great potential of existing assets such as the project for the establishment of 3,000 residential units, public areas and development plans in Seattle which was approved by a U.S. court.

"Mega continues to implement the strategic plan including the conversion of branches to the discount chain, YOU. Such conversion has an impact on these branches, which were partly closed throughout the conversion period. At the same time, adjustments take place in Mega in Town and the process of cease of operation of losing branches in their current layout is implemented.

"Diners continues to show good results and recorded in this quarter a profit of NIS 12 million. In 2014, several actions are planned so as to provide a significant value to the card from the standpoint of the customer as well as activities to increase the honoring of the card among business establishments.

"YouPhone, our cellular company, has passed the 100,000 subscribers mark and it is the largest MVNO in Israel. Beyond the winning of the product of the year award in the communication segment and as a cellular company providing the best service, it increases customer loyalty in Mega and Dor Alon chains and contributes to the companies' profitability.

"In the non food segment, the results of Na'aman group in this quarter were affected by the timing of Passover that occurred in the second quarter in this year compared to the first quarter of last year, where correspondingly to January - April, we see an improvement in the sales of SSS.

"We are in a process of reviewing cost reduction of the logistic center in Beer Tuvia while providing services to other companies in order to further improve the segment results. During the first quarter, we completed the transaction of selling the control in Kfar Hasha'shuim."

Results for the first quarter of 2014([2])

Gross revenues

Revenues (including government levies) in the first quarter of 2014 amounted to NIS 3,448.4 million (U.S. $988.9 million) as compared to revenues of NIS 3,792.8 million in the comparable quarter last year, a decrease of 9.1% mainly from the Supermarkets and Fueling and Commercial sites segment.

Revenues from sales, net

Revenues of the Fueling and Commercial sites segment - amounted in this quarter to NIS 1,194.2 million (U.S. $342.5 million) as compared to NIS 1,337.5 million in the corresponding quarter last year, a decrease of 10.7%. The main decrease was due to decrease in fuel prices, and was partly offset by an increase in quantitative sales.

Revenues of the Supermarkets segment - amounted in this quarter to NIS 1,324.9 million (U.S. $380.0 million) as compared to NIS 1,512.2 million in the corresponding quarter last year, a decrease of 12.4%. The decrease in sales mainly derived from the Passover timing, decrease in selling spaces resulting from closing branches and decrease in selling spaces and from conversion of 7 branches to YOU chain which were partly closed during their conversion, from increased competition and decrease in private consumption. The segment's revenues do not include branches which were resolved to cease their operations in their current layout and therefore are not included in the segment. Comparative figures were adjusted accordingly.

Revenues of the Non-Food segment - amounted in this quarter to NIS 83.6 million (U.S. $24.0 million) as compared to NIS 106.9 million in the corresponding quarter last year, a decrease of 21.8%. The main decrease derived from the Passover timing, as aforesaid.

Revenues of the Real Estate segment - amounted in this quarter to NIS 10.3 million (U.S. $3.0 million) as compared to NIS 9.4 million in the corresponding quarter last year, an increase of 9.6%. The increase in rental income in this quarter mainly derives from increase in rented spaces to external parties.

Gross profit in the first quarter of 2014 amounted to NIS 613.8 million (U.S. $176.0 million) (22.6% of revenues) as compared to gross profit of NIS 656.6 million (21.3% of revenues) in the comparable quarter last year, a decrease of 6.5%. The decrease in the gross profit compared to the corresponding quarter last year was mainly due to the decrease in the gross profit in the Supermarkets and Non food segments.

In the Fueling and Commercial sites segment, gross profit amounted to NIS 190.2 million (U.S. $54.5 million), (15.9% of revenues) compared to NIS 190.0 million in the comparable quarter last year (14.2% of revenues). The impact of lower inventory profits compared to the corresponding quarter last year and the increased competition in fuel segment was offset by an increase in sold fuels quantities.

In the Supermarkets segment, gross profit amounted to NIS 353.0 million (U.S. $101.2 million), (26.6% of revenues) compared to NIS 386.2 million in the corresponding quarter (25.5% of revenues), a decrease of 8.6%. The decrease in gross profit mainly derives from decrease in sales, as aforesaid.

In the Non Food segment, gross profit amounted to NIS 41.1 million (U.S. $11.8 million), (49.1% of revenues) compared to NIS 53.0 million in the comparable quarter last year (49.6% of revenues), a decrease of 22.5%. The decrease in gross profit mainly derives from a decrease in sales due to the Passover timing, as aforesaid.

Selling, general and administrative expenses in the first quarter of 2014 amounted to NIS 614.4 million (U.S. $176.2 million) (22.6% of revenues), compared to expenses of NIS 636.2 million (20.6% of revenues) in the comparable quarter last year, a decrease of 3.4%.

In the Fueling and Commercial sites segment, selling, general and administrative expenses amounted to NIS 163.4 million (U.S. $46.9 million) compared to NIS 153.4 million in the comparable quarter last year, an increase of 6.5%, mainly from opening new sites and from decrease in the provision for doubtful accounts that was recorded in the comparable quarter last year.

In the Supermarkets segment, selling, general and administrative expenses amounted to NIS 349.8 million (U.S. $100.3 million) compared to expenses of NIS 375.8 million in the corresponding quarter, a decrease of 6.9% in expenses that mainly derives from reduced selling spaces.

In the Non Food segment, selling, general and administrative expenses amounted to NIS 40.6 million (U.S. $11.6 million) compared to NIS 45.6 million in the corresponding quarter, a decrease of 11.0% in expenses that mainly derives from closing branches in Sheshet chain and efficacy measures.

In the Real Estate segment, selling, general and administrative expenses amounted to NIS 5.2 million (U.S. $1.5 million) compared to NIS 4.7 million in the corresponding quarter last year, an increase of 10.6%. The increase in costs mainly derived from costs relating to asset maintenance and operation.

Operating loss (before other gains and losses) in the first quarter of 2014 amounted to NIS 0.6 million (U.S. $0.2 million) as compared to operating profit of NIS 20.4 million (0.7% of revenues) in the comparable quarter last year. The transition to operating loss was mainly due to decrease in the operating profit in the Fueling and Commercial Sites segment and the Supermarkets segment.

In the Fueling and Commercial sites segment, operating profit in this quarter amounted to NIS 26.7 million (U.S. $7.7 million) compared to NIS 36.6 million in the corresponding quarter, a decrease of 27.0%. The decrease in operating profit mainly derives from lower inventory profits in this quarter compared to the corresponding quarter last year, from increased competition in the fueling sites and was partly offset from an increase in the quantitative sales in this quarter.

In the Supermarkets segment, operating profit amounted to NIS 3.2 million (U.S. $0.9 million) compared to operating profit of NIS 10.4 million in the comparable quarter last year. The decrease in operating profit derived from a decrease in sales, as aforesaid.

In the Non Food segment, operating profit amounted to NIS 0.5 million (U.S. $0.1 million) as compared to an operating profit of NIS 7.4 million in the comparable quarter. The decrease in operating profit derives from a decrease in sales due to the Passover timing.

In the Real Estate segment, the operating profit in this quarter amounted to NIS 5.1 million (U.S. $1.5 million) compared to NIS 4.7 million in the first quarter of 2013. The increase in the operating profit derives from increase in revenues.

Changes in fair value of investment property in this quarter the Company recorded a profit in the amount of NIS 10.6 million (U.S. $3.0 million) compared to a profit of NIS 5.5 million in the corresponding period last year.

Other income (expenses), net other expenses in this quarter amounted to NIS 8.7 million (U.S. $2.5 million) compared to other expenses of NIS 6.3 million in the first quarter of 2013.

Share in gains of associates in this quarter amounted to NIS 9.3 million (U.S. $2.7 million) compared to a share in loss of NIS 0.4 million in the corresponding quarter last year. The increase mainly derived from the revaluation of Tel Aviv mall.

Operating profit in this quarter amounted to NIS 10.5 million (U.S. $3.0 million) (0.4% of revenues) as compared to operating profit of NIS 19.3 million (0.6% of revenues) in the corresponding quarter, a decrease of 45.6%. The decrease in profit compared to the comparable quarter derives mainly from decrease in operating profit and was partly offset by an increase in profit from increase in investment property value and from the Company's share in earnings of associates.

Finance costs, net in this quarter amounted to NIS 32.7 million (U.S. $9.4 million) as compared to net finance costs of NIS 53.8 million in the corresponding quarter. The decrease in finance costs, net derives from a decrease of 0.7% in the CPI compared to the corresponding quarter from decrease in the prime interest rate.

Taxes on income tax expenses in this quarter amounted to NIS 3.4 million (U.S. $1.0 million) as compared to tax benefit of NIS 2.6 million in the comparable quarter last year.

Income (loss) from continuing operation, the loss from continued operation amounted this quarter to NIS 18.8 million (U.S. $5.4 million) compared to a loss of NIS 31.9 million in the comparable quarter. The loss in this quarter attributed to the Company's shareholders amounted to NIS 28.1 million (U.S. $8.0 million) or NIS 0.42 per share (U.S. $0.12) and the income attributed to non-controlling interests amounted to NIS 9.4 million (U.S. $2.7 million).

Net loss from discontinued operation in this quarter amounted to NIS 3.1 million (U.S. $0.9 million) or NIS 0.05 per share (U.S. $0.01) compared to a loss of NIS 2.0 million in the comparable quarter last year.



    _____________________

    [2] The Company operates in four reportable
     segments: Fueling and Commercial sites,
     Supermarkets, Non Food retail and wholesale and
     Real Estate. Segmental information is included in
     this report below.

Cash flows for the first quarter of 2014

Cash flows from operating activities: Net cash flows provided by operating activities amounted to NIS 140.9 million (U.S. $40.4 million) in the first quarter of 2014 compared to NIS 309.6 million from operating activities in the comparable quarter last year. The main decrease derives from a decrease in working capital needs in the amount of NIS 67.4 million (U.S. $19.3 million) due to actions taken in the corresponding quarter to reduce customer days and reduce inventories, mainly by Dor Alon that contributed to cash flows from operating activities approximately NIS 128 million and from tax receipts that were received in the corresponding quarter amounting to NIS 42.8 million.

Cash flows used in investing activities: Net cash flows used in investing activities amounted to NIS 113.7 million (U.S. $32.6 million) in this quarter as compared to net cash flows used in investing activities of NIS 47.2 million in the comparable quarter. Cash flows used in investing activities in this quarter mainly included the purchase of investment property, property and equipment and intangible assets of total NIS 81.6 million (U.S. $23.4 million), grant of long term loans, net, of NIS 46.5 million (U.S. $13.3 million), offset by proceeds from marketable securities, net, of NIS 12.0 million (U.S. $3.5 million) and interest received of NIS 5.4 million (U.S. $1.6 million). In the first quarter of 2013 the cash flows used in investing activities mainly included the purchase of property and equipment, investment property and intangible assets of NIS 50.4 million and grant of long term loans, net, of NIS 26.8 million, and investment in marketable securities in the amount of NIS 33.6 million and was offset by proceeds from realization of investment property of NIS 45.1 million, repayment of long term loans of NIS 17.5 million and interest received of NIS 8.7 million.

Cash flows used in financing activities: Net cash flows used in financing activities amounted to NIS 2.7 million (U.S. $0.8 million) in this quarter as compared to net cash flows used in financing activities of NIS 97.9 million in the corresponding quarter last year. The cash flows used in financing activities this quarter mainly included the repayment of long term loans of NIS 39.1 million (U.S. $11.2 million), interest payment of NIS 41.8 million (U.S. $12.0 million) and a dividend payment to non-controlling interests of NIS 40.3 million (U.S. $11.6 million) offset by receipt of long term loans of NIS 100.0 million (U.S. $28.7 million) and increase in net short term bank credit of NIS 20.8 million (U.S. $5.9 million). The net cash flows used in financing activities in the first quarter of 2013 included mainly the repayment of loans of NIS 53.8 million, interest payments of NIS 62.5 million, decrease in short term bank credits of NIS 172.2 million and was offset by issuance of debentures of NIS 152.3 million and receipt of long term loans of NIS 40.7 million.

Additional Information


    1. Adjusted EBITDA (Earnings before Interest, Taxes, Depreciation, and
       Amortization)([3]) in the first quarter of 2014 adjusted EBITDA was NIS
       85.3 million (U.S. $24.5 million) (3.1% of revenues) compared to NIS
       111.7 million (3.6% of revenues) in the first quarter of 2013.

Events during the reporting period

General

Cash balances deposit agreement between the Company and BSRE

In April 2014, monetary balances agreement for three years between the Company and BSRE was approved. Under the agreement, the Company may receive or deposit in BSRE up to NIS 150 million on ON-CALL terms. The Company will provide BSRE, as collateral, a fixed charge on BSRE shares owned by the Company such that the total value of collaterals to the deposit will not fall below 2. If the rating of the Company's bonds will be lowered by three rating levels, the maximum loan amount that BSRE may deposit in the Company will be reduced.

Fueling and Commercial sites segment



          As of March 31, 2014, Dor
          Alon operated 209 fueling
          stations and 216
          convenience stores in
    a.    various formats.


          In February 2014, in a
          joint company owned by
          equal shares of Dor Alon
          and a third party, an
          allocation of land was
          approved in the southern
          industrial region of
          Herzliya, which allows,
          under the approved urban
          building scheme, the
          establishment of a project
          at a scope of 52,000
          square meters, a main area
          designated for employment.
          The allocation is subject
          to several conditions
          including a payment of
          capitalized lease fees.
          The joint company acts to
          submit an objection on the
          capitalization fee amount
          and the continued
          completion of the
          transaction with the Land
    b.    Administration Office.



    ___________________________

    [3]    Use of financial measures that are not in accordance with
           Generally Accepted Accounting Principles
    ---


      Adjusted EBITDA is a measure that is not in accordance with
       Generally Accepted Accounting Principles (Non-GAAP) and is
       defined as income before financial income (expenses) net, other
       gains (losses) net, changes in fair value of investment
       property, taxes, share in gains of associates, depreciation and
       amortization in addition to share in adjusted EBITDA of equity
       accounted investees and share in EBITDA of branches which were
       resolved to cease their operation under their current layout.
       It is an accepted ratio in the retail industry. It is presented
       as an additional performance measure, since it enables
       comparisons of operating performances between periods and

Supermarkets segment



          As of March 31, 2014 Mega
          operated 210 supermarkets
          under different formats.
          The results of branches
          which were resolved to
          cease their operations in
          their current layout are
          included in the
          adjustments of segment
    a.    reporting.


          As of March 31, 2014, the
          Company operated branches
          in a total area of 345,200
          sq.m. During the first
          quarter of 2014, four
          branches with a total area
          of 6,500 sq.m were closed,
          and one branch with a
          total area of 1,200 sq.m
          was opened. In addition,
          during the first quarter,
          commercial spaces in
          branches at a total area
          of 9,500 sq.m were
    b.    reduced.


      Sales per square meter amounted
       in the first quarter of 2014
       to NIS 4,312 (U.S. $1,236)
       compared to NIS 4,611 in the
       corresponding quarter last
       year.

Non Food segment



          As of March 31, 2014, the Company
          operates 130 branches (of which 16
          franchised) according to the
          following breakdown: Na'aman - 64
          stores, Vardinon - 49 stores and Dr.
    a.    Baby - 17 stores.


          In February 2014, BEE group completed
          the sale of 65% of its holdings in
          Kfar Hasha'shuim ,which was
          classified as discontinued
          operations, for NIS 13 million which
          will be payable under the terms of
          the agreement. BEE group granted the
          purchaser an option to purchase in
          two years from consummating the
          transaction its remaining holdings
          in Kfar and the purchaser granted an
          option to sell him the remaining
          investment at the end of the two
    b.    years and for six months.


      The Company will continue to provide in
       favor of Bank Hapoalim a comfort letter
       for the balance of the credit facility
       of Kfar Hasha'shuim and at the same time
       the purchaser signed the collateral in
       respect of the account. In addition, the
       purchaser committed to decrease every
       year the debt to the bank and upon the
       completion of the purchase of all shares
       by the purchaser, the comfort letter in
       favor of the bank will expire.


      Following is the Company's share in the
       results of Kfar until the consummation
       date of the transaction. No gain or loss
       resulted to the Company from the
       realization of operations.


                   Operating results until the      Three months
                    consummation date of the       ended March 31
                           transaction                              Year ended December 31
                  ----------------------------    ---------------   ----------------------

                                            2014              2013                     2013
                                            ----              ----                     ----

                        NIS in thousands
                        ----------------

    Sales                                 22,155            33,155                  114,837

     Gross
     profit                                3,329             6,138                   23,829

     Operating
     income
     (loss)                               (2,092)               25                   (8,375)

     Loss
     included
     in
     loss
     from
     discontinued
     operation
     in
     profit
     and
     loss                                 (3,065)           (2,018)                 (29,994)
                                          ======            ======                  =======

Cash flows used in sale of Kfar:



                                 NIS in thousands
                                 ----------------

    Investments accounted
     for using equity
     method                                   (7,000)

    Other long-term
     receivables                              (9,000)

    Assets of disposal
     groups classified as
     held for sale                            93,680

    Liabilities of disposal
     groups classified as
     held for sale                           (79,769)
                                             -------

    Cash flows used in sale
     of Kfar                                  (2,089)
                                              ======

Real Estate segment



          On February 23, 2014, an
          ordinary purchase offer of
          BSRE was completed for the
          purchase of 7.8% of its
          issued and outstanding
          share capital for NIS 160
          million and the balance of
          NIS 40 million was paid to
          non-controlling interests
          and was included in the
          statements of cash flows
          used in financing
          activities under the line
          item "dividend paid to
          non-controlling
          interests." The purchase
          offer was responded by
          99.2% of BSRE shareholders
          including the Company. The
          Company's share in the
          purchase offer's
          consideration was NIS 120
          million. The holding rate
          of the Company in BSRE,
          after the purchase offer,
    a.    is 74.71%.


    b.   Wholesale market complex


      Sale agreements with apartment
       purchasers
      ------------------------------


      On or about the date of issuing
       the report, the residence
       company entered into
       commitment for 680 sale
       agreements with a scope of NIS
       1,654 million (including VAT)
       and received advances of NIS
       995 million (including VAT).


          On March 31, 2014, BSRE
          entered into an agreement
          with Harel Investments,
          Insurance and Financial
          Services Ltd. for
          obtaining a credit of up
          to NIS 105 million to
          finance the BSRE's share
          in the establishment of
          the office building in
          Ra'nana. The amounts used
          from the credit line will
          be considered as a loan
          and will bear variable
          interest linked to the
          prime rate. The loan
          principal is payable in 15
          years effective from May
          2015. To secure the loan,
          BSRE pledged its rights in
          the office building
          including related rights.
          The agreement prescribed
          terms allowing the lenders
          to put up the loan for
          immediate repayment,
          including financial
          covenants with respect to
    c.    the project.

Issuance of bonds



          On January 27, 2014,
          BSRE completed the
          exchange of NIS 200
          million par value of
          bonds (Series B)
          (recorded in the
          books at a liability
          value of NIS 238
          million) pursuant to
          a partial exchange
          tender offer against
          an expansion of bonds
          (Series E) at a par
          value of NIS 265
          million. The exchange
          had no effect on the
          statement of profit
    a.    or loss.


          On March 18, 2014,
          Midroog ratified the
          rating of P1 for
          commercial securities
          of the Company and
          also lowered the
          rating of bonds
          Series A and C of the
          Company to A3 stable.
          In addition, Midroog
          approved for the
          Company the issuance
          of bonds at a scope
          of NIS 150 million by
          expanding Series C or
    b.    a new series.


          On April 3, 2014,
          bonds (Series C) were
          expanded by way of a
          private placement of
          NIS 150 million par
          value of bonds
          (Series C) to
          institutional
          investors at a price
          of 101.3% of their
          par value, reflecting
    c.    a return of 3.8%.

NOTE A: Convenience Translation to Dollars

The convenience translation of New Israeli Shekel (NIS) into U.S. dollars was made at the exchange rate prevailing at March 31, 2014: U.S. $1.00 equals NIS 3.487. The translation was made solely for the convenience of the reader.

Alon Blue Square Israel Ltd. (hereinafter: "Alon Blue Square") operates in four reportable operating segments and is the largest retail company in the State of Israel. In the Fueling and Commercial Sites segment, Alon Blue Square through its 78.43% subsidiary, which is listed on the Tel Aviv stock exchange ("TASE"), Dor Alon Energy in Israel (1988) Ltd is one of the four largest fuel retail companies in Israel based on the number of petrol stations and a leader in the field of convenience stores operating a chain of 209 petrol stations and 216 convenience stores in different formats in Israel. In its supermarket segment, Alon Blue Square, as a pioneer in the modern food retail, through its 100% subsidiary, Mega Retail Ltd., currently operates 210 supermarkets under different formats, each offering a wide range of food products, "Near Food" products and "Non-Food" products at varying levels of service and pricing. In its "Non-Food" segment, Alon Blue Square, through its 100% subsidiary BEE Group Retail Ltd., operates specialist outlets in self-operation and franchises and offers a wide range of "Non-Food" products as retailer and wholesaler. In the Real Estate segment, Alon Blue Square, through its TASE traded 74.71% subsidiary Blue Square Real Estate Ltd., owns, leases and develops income producing commercial properties and projects. In addition, Alon Blue Square through its 100% subsidiary, Alon Cellular Ltd, operates an MVNO network in Israel and through Diners Club Israel Ltd., an associate held at 49%, which operates in the sector of issuance and clearance of YOU credit cards to the customer club members of the group.

Forward-looking statements

This press release contains forward-looking statements within the meaning of safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements may include, but are not limited to, plans or projections about our business, our future revenues, expenses and profitability. Forward-looking statements may be, but are not necessarily, identified by the use of forward-looking terminology such as "may," "anticipates," "estimates," "expects," "intends," "plans," "believes," and words and terms of similar substance. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual events, results, performance, circumstance and achievements to be materially different from any future events, results, performance, circumstance and achievements expressed or implied by such forward-looking statements. These risks, uncertainties and other factors include, but are not limited to, the following: the effect of the economic conditions in Israel on the sales in our stores and of our products and on our profitability; our ability to compete effectively against low-priced supermarkets, large fuel companies and our other competitors; enactment of new laws and regulations, including the enactment of recommendations of governmental appointed committees and regulations with respect to the procurement of petroleum products by fuel companies and the price of petroleum products that are subject to regulation; quarterly fluctuations in our operating results that may cause volatility of our ADS and share price; fluctuations in the price of petroleum products and increases in excise tax rates imposed on the sale of petroleum products in Israel; risks associated with our dependence on a limited number of key suppliers for products that we sell in our stores; the effect of an increase in the minimum wage in Israel on our operating results; the effect of any actions taken by the Israeli Antitrust Authority on our ability to execute our business strategy and on our profitability; the effect of increases in oil, raw material and product prices in recent years; the effects of damage to our reputation or to the reputation of our store brands due to reports in the media or otherwise; government policies with respect to residential building may have a negative impact on our operations in residential building, and other risks, uncertainties and factors disclosed in our filings with the U.S. Securities and Exchange Commission (SEC), including, but not limited to, risks, uncertainties and factors identified under the heading "Risk Factors" in our annual report on Form 20-F for the year ended December 31, 2013. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Except for our ongoing obligations to disclose material information under the applicable securities laws, we undertake no obligation to update the forward-looking information contained in this press release.

Contact:
Alon Blue Square Israel Ltd.
Limor Ganot, co-CEO
Yehuda van der Walde, CFO
Toll-free telephone from U.S. and Canada: 888-572-4698
Telephone from rest of world: 972-9-961-8504
Fax: 972-9-961-8636
Email: cfo@bsi.co.il


                                                               ALON BLUE SQUARE ISRAEL LTD.

                                                      CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

                                                                   AS OF MARCH 31, 2014

                                                                       (UNAUDITED)


                                                                                                                             Convenience translation

                                                                                                    December 31, March 31,          March 31,
                                                                                                    ------------ ---------

                                                                                                            2013       2013                     2014          2014
                                                                                                            ----       ----                     ----          ----

                                                                                                                          NIS                       U.S. dollars
                                                                                                                          ---                       ------------

                                                                                                                            In thousands
                                                                                                                            ------------

                                             A  s  s  e  t  s


    CURRENT ASSETS:

    Cash and cash equivalents                                                                            322,579    419,178                  343,376        98,473

    Investment in securities                                                                             498,779    360,863                  487,993       139,946

    Short-term bank deposits                                                                              93,803    103,487                   94,376        27,065

    Trade receivables                                                                                  1,221,932  1,440,508                1,236,219       354,522

    Other accounts  receivable including current                                                         286,661    577,447                  571,999       164,038

         maturities of loans receivable

    Derivative financial instruments                                                                         792          -                      777           223

    Assets classified as held for sale                                                                         -     45,600                        -             -

    Assets of disposal groups classified as held for sale                                                 99,166    136,555                        -             -

    Income taxes receivable                                                                               25,223     34,941                   23,487         6,736

    Inventories                                                                                          602,013    609,701                  652,992       187,265
                                                                                                         -------    -------                  -------       -------

                                                                                                       3,150,948  3,728,280                3,411,219       978,268
                                                                                                       ---------  ---------                ---------       -------


    NON-CURRENT ASSETS:

    Investments accounted for using equity method                                                        962,767    919,493                  978,888       280,725

    Derivative financial instruments                                                                       5,517      3,374                    6,169         1,769

    Real estate inventories                                                                              106,780    105,641                  109,026        31,266

    Investments in securities                                                                             60,259     51,088                   63,401        18,182

    Loans receivable, net of current maturities                                                          166,926    208,172                  143,316        41,100

    Property and equipment, net                                                                        2,535,084  2,618,968                2,523,621       723,723

    Investment property                                                                                  770,490    561,732                  810,148       232,334

    Intangible assets, net                                                                             1,203,725  1,244,701                1,191,529       341,706

    Other long-term receivables                                                                           32,612     36,484                   30,501         8,747

    Deferred taxes                                                                                       167,376    126,191                  189,927        54,467
                                                                                                         -------    -------                  -------        ------

                                                                                                       6,011,536  5,875,844                6,046,526     1,734,019
                                                                                                       ---------  ---------                ---------     ---------

    Total assets                                                                                       9,162,484  9,606,124                9,457,745     2,712,287
                                                                                                       =========  =========                =========     =========


                                                    ALON BLUE SQUARE ISRAEL LTD.

                                            CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

                                                        AS OF MARCH 31, 2014

                                                             (UNAUDITED)


                                                                                                            Convenience translation

                                                                                  December 31,  March 31,          March 31,
                                                                                  ------------  ---------

                                                                                          2013        2013                     2014          2014
                                                                                          ----        ----                     ----          ----

                                                                                                         NIS                       U.S. dollars
                                                                                                         ---                       ------------

                                                                                                           In thousands
                                                                                                           ------------

    Liabilities and shareholders' equity


    CURRENT LIABILITIES:

    Credit and loans from banks and others                                             829,812     947,670                  843,200       241,812

    Current maturities of debentures and                                               610,354     593,947                  527,933       151,400
    convertible debentures

    Current maturities of long-term loans from banks                                   251,089     235,913                  269,915        77,406

    Trade payables                                                                   1,235,627   1,441,889                1,400,109       401,523

    Other accounts payable and accrued expenses                                        637,258     897,129                  875,091       250,960

    Customers' deposits                                                                 28,469      27,881                   27,947         8,015

    Derivative financial instruments                                                     6,484      17,658                    5,907         1,694

    Income taxes payable                                                                 3,199       9,213                    6,929         1,987

    Provisions                                                                          59,190      60,221                   50,042        14,351

    Liabilities of disposal groups classified as                                        85,556      89,870                        -             -
    held for sale
                                                                                                                                              ---

                                                                                     3,747,038   4,321,391                4,007,073     1,149,148
                                                                                     ---------   ---------                ---------     ---------


    NON CURRENT LIABILITIES:

    Long-term loans from banks and others, net of current
     maturities                                                                      1,273,571   1,133,440                1,301,186       373,153

    Convertible debentures, net of current maturities                                   61,486      90,200                   60,862        17,454

    Debentures, net of current maturities                                            2,208,228   2,163,434                2,277,830       653,235

    Other liabilities                                                                  129,292     139,010                  125,673        36,040

    Derivative financial instruments                                                     2,847       3,823                    2,334           669

    Liabilities in respect of employee benefits, net of amounts
     funded                                                                             71,304      69,636                   58,219        16,696

    Deferred taxes                                                                     183,703     143,170                  195,326        56,015
                                                                                       -------     -------                  -------        ------

                                                                                     3,930,431   3,742,713                4,021,430     1,153,262
                                                                                     ---------   ---------                ---------     ---------

    Total liabilities                                                                7,677,469   8,064,104                8,028,503     2,302,410
                                                                                     ---------   ---------                ---------     ---------


    EQUITY:


    Ordinary shares of NIS 1 par value                                                  79,881      79,881                   79,881        22,908

    Additional paid-in capital                                                       1,219,279   1,219,279                1,219,279       349,664

    Other reserves                                                                      34,575      10,092                   36,497        10,467

    Accumulated deficit                                                               (279,611)   (170,948)                (310,848)      (89,145)
                                                                                      --------    --------                 --------       -------

                                                                                     1,054,124   1,138,304                1,024,809       293,894

         Non-controlling interests                                                     430,891     401,716                  404,433       115,983
                                                                                       -------     -------                  -------       -------

    Total equity                                                                     1,485,015   1,540,020                1,429,242       409,877
                                                                                     ---------   ---------                ---------       -------

    Total liabilities and equity                                                     9,162,484   9,604,124                9,457,745     2,712,287
                                                                                     =========   =========                =========     =========


                                   ALON BLUE SQUARE ISRAEL LTD.

                                 CONSOLIDATED STATEMENTS OF INCOME

                          FOR THE THREE MONTH PERIOD ENDED MARCH 31, 2014

                                            (UNAUDITED)


                                                                                   Convenience

                                                                                translation for

                                                  Year  ended    Three months   the three months

                                                  December 31,   ended   March
                                                                      31,       ended March 31,
                                                  ------------  --------------

                                                          2013            2013              2014            2014
                                                          ----            ----              ----            ----

                                                                       NIS                       U.S. dollars
                                                                       ---                       ------------

                                                              In thousands (except per share data)
                                                               -----------------------------------

    Revenues                                        14,860,869       3,792,802         3,448,418         988,935

    Less -
     government
     levies                                          2,974,529         703,534           733,547         210,366
                                                     ---------         -------           -------         -------

    Net revenues                                    11,886,340       3,089,268         2,714,871         778,569

    Cost of sales                                    9,268,832       2,432,676         2,101,046         602,536
                                                     ---------       ---------         ---------         -------

    Gross profit                                     2,617,508         656,592           613,825         176,033

    Selling,
     general and
     administrative
     expenses                                        2,516,855         636,224           614,432         176,207
                                                     ---------         -------           -------         -------

    Operating
     profit
     (loss)
     before other
     gains and
     losses and
     changes in
     fair value
     of
     investment
     property                                          100,653          20,368              (607)           (174)

    Other gains                                          3,049              30             4,056           1,163

    Other losses                                       (24,567)         (6,304)          (12,797)         (3,669)

    Increase in
     fair value
     of
     investment
     property,
     net                                                47,589           5,559            10,551           3,026

    Share of
     profit of
     investments
     accounted
     for using
     the equity
     method                                             27,211            (389)            9,303           2,668
                                                        ------            ----             -----           -----

    Operating
     profit                                            153,935          19,264            10,506           3,014

    Finance
     income                                             78,168          16,789            16,086           4,613

    Finance
     expenses                                         (332,184)        (70,639)          (48,817)        (14,000)
                                                      --------         -------           -------         -------

    Finance
     expenses,
     net                                              (254,016)        (53,850)          (32,731)         (9,387)
                                                      --------         -------           -------          ------

    Loss before
     taxes on
     income                                           (100,081)        (34,586)          (22,225)         (6,373)

    Tax benefit                                        (12,667)         (2,638)           (3,432)           (985)
                                                       -------          ------            ------            ----


    Loss from
     continued
     operations                                        (87,414)        (31,948)          (18,791)         (5,388)

    Loss from
     discontinued
     operation                                          29,994           2,018             3,065             879
                                                        ------           -----             -----             ---

                                                      (117,408)        (33,966)          (21,856)         (6,267)
                                                      ========         =======           =======          ======

    Attributable to:

    Equity
     holders of
     the Company                                      (145,695)        (41,655)          (31,237)         (8,958)
                                                      --------         -------           -------          ------

    Non-
     controlling
     interests                                          28,287           7,689             9,381           2,691
                                                        ------           -----             -----           -----


    Loss per ordinary share or ADS attributable
     to equity holders of the company

    Basic and fully diluted

    Continuing
     operations                                          (1.75)          (0.60)            (0.42)          (0.12)

    Discontinued
     operations                                          (0.45)          (0.03)            (0.05)          (0.01)
                                                         -----           -----             -----           -----

                                                         (2.20)          (0.63)            (0.47)          (0.13)
                                                         =====           =====             =====           =====

    Weighted average number of shares or ADSs
     used for computation of earnings per share:

    Basic and
     fully
     diluted                                            65,954          65,954            65,954          65,954
                                                        ======          ======            ======          ======



                                    ALON BLUE SQUARE ISRAEL LTD.

                               CONSOLIDATED STATEMENTS OF CASH FLOWS

                          FOR THE THREE MONTH PERIOD ENDED MARCH 31, 2014

                                            (UNAUDITED)


                                                                                Convenience

                                                                                translation

                                           Year  ended    Three months
                                                              ended     for the three months ended

                                           December 31,    March 31,             March 31,
                                           ------------    ---------

                                                   2013           2013                        2014          2014
                                                   ----           ----                        ----          ----

                                                                    NIS                           U.S. dollars
                                                                    ---                           ------------

                                                                      In thousands
                                                                      ------------

    CASH FLOWS FROM OPERATING ACTIVITIES:

    Loss before
     taxes  on
     income from
     continuing
     operations                                (100,081)       (34,586)                    (22,225)       (6,373)

    Net loss from
     discontinued
     operation                                  (29,994)        (2,018)                     (3,065)         (879)

    Income tax
     (paid)
     received,
     net                                         44,258         42,828                      (4,485)       (1,286)

    Adjustments
     for cash
     generated
     from
     operations                                 690,511        303,351                     170,737        48,965
                                                -------        -------                     -------        ------

    Net cash
     provided by
     operating
     activities                                 604,694        309,575                     140,962        40,427
                                                -------        -------                     -------        ------

    CASH FLOWS FROM INVESTING ACTIVITIES:

    Purchase of
     property and
     equipment                                 (140,007)       (24,192)                    (52,094)      (14,939)

    Purchase of
     investment
     property                                   (91,041)       (20,862)                    (26,703)       (7,658)

    Purchase of
     intangible
     assets                                     (12,556)        (5,334)                     (2,833)         (812)

    Proceeds from
     collection
     of
     (investment
     in) short-
     term bank
     deposits                                     2,343         (7,341)                       (573)         (164)

    Proceeds from
     sale of
     property and
     equipment                                   21,186          1,814                         355           102

    Proceeds from
     sale of
     investment
     property                                    51,279         45,090                           -             -

    Proceeds from
     sale of
     marketable
     securities                                 220,264         34,080                      35,353        10,139

    Investment in
     marketable
     securities                                (379,150)       (67,669)                    (23,326)       (6,689)

    Equity method
     investees                                  (36,685)        (2,232)                       (691)         (198)

    Grant of long
     term loans                                 (24,258)       (26,835)                    (64,249)      (18,425)

    Collection of
     long-term
     loans                                       99,435         17,513                      17,766         5,095

     Discontinuance
     of
     consolidation                                    -              -                      (2,089)         (599)

    Interest
     received                                    18,923          8,734                       5,430         1,557
                                                 ------          -----                       -----         -----

    Net cash used
     in investing
     activities                                (270,267)       (47,234)                   (113,654)      (32,591)
                                               --------         ------                     -------       -------



                          ALON BLUE SQUARE ISRAEL LTD.

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

                FOR THE THREE MONTH PERIOD ENDED MARCH 31, 2014

                                  (UNAUDITED)



                                                                  Convenience

                                                                  translation

                                    Year  ended    Three months
                                                      ended      for the three

                                                   months ended

                                    December 31,    March 31,      March 31,
                                    ------------    ---------

                                            2013           2013           2014          2014
                                            ----           ----           ----          ----

                                                       NIS                    U.S. dollars
                                                       ---                    ------------

                                                         In thousands
                                                         ------------

    CASH FLOWS FROM FINANCING
     ACTIVITIES:

     Dividend
     paid
     to
     non-
     controlling
     interests                           (30,723)             -        (40,286)      (11,552)

     Issuance
     of
     debentures                          732,185        152,263              -             -

     Repayment
     of
     debentures                         (601,147)        (2,377)        (2,406)         (690)

     Receipt
     of
     long-
     term
     loans                               392,000         40,653        100,000        28,678

     Repayment
     of
     long-
     term
     loans                              (263,151)       (53,807)       (39,084)      (11,208)

     Short-
     term
     credit
     from
     banks
     and
     others                             (301,789)      (172,156)        20,854         5,980

     Transactions
     with
     non-
     controlling
     interests
     in
     subsidiary
     without
     loss
     of
     control                              50,338              -              -             -

     Settlement
     of
     forward
     contracts                            (9,768)             -              -             -

     Interest
     paid                               (250,417)       (62,495)       (41,786)      (11,983)
                                        --------        -------         ------       -------

    Net
     cash
     used
     in
     financing
     activities                         (282,472)       (97,919)        (2,708)         (775)
                                        --------        -------         ------          ----

     INCREASE
     IN
     CASH
     AND
     CASH
     EQUIVALENTS
     AND
     BANK
     OVERDRAFTS                           51,955        164,422         24,600         7,061

     Translation
     differences
     on
     cash
     and
     cash
     equivalents                              (9)            (2)             5             1

     BALANCE
     OF                              OF
     CASH                            PERIOD
     AND
     CASH
     EQUIVALENTS
     AND
     BANK
     OVERDRAFTS
     AT
     BEGINNING                           259,045        259,045        310,991        89,186
                                         -------        -------        -------        ------

     BALANCE
     OF                              OF
     CASH                            PERIOD
     AND
     CASH
     EQUIVALENTS
     AND
     BANK
     OVERDRAFTS
     AT
     END                                 310,991        423,465        335,596        96,248
                                         =======        =======        =======        ======



                                                                                                                         (Continued - 2)

                                                         ALON BLUE SQUARE ISRAEL LTD.

                                                     CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                FOR THE THREE MONTH PERIOD ENDED MARCH 31, 2014

                                                                  (UNAUDITED)



                                                                                                                   Convenience

                                                                                                                 translation for

                                                    Year ended                Three months       the three

                                                                                                months ended

                                                   December 31,             ended March 31,      March 31,
                                                   ------------             ---------------

                                                                    2013                 2013              2014                   2014
                                                                    ----                 ----              ----                   ----

                                                       NIS                    U.S. dollars
                                                       ---                    ------------

                                                   In thousands
                                                   ------------


    (a)  Net cash provided by operating
          activities:

        Adjustments for:

        Depreciation and amortization                            269,141               67,282            66,214                 18,989

         Increase in fair value of
         investment                                              (47,589)              (5,559)          (10,551)                (3,026)

        property, net

         Share of loss (profit) of
         investments accounted for using
         the equity method                                       (27,211)                 389            (9,303)                (2,668)

        Dividend received                                         10,030                4,119             2,725                    781

        Share based payment                                         (151)                (151)                -                      -

         Loss (gain) from sale and disposal
         of  property and equipment, net                          (2,631)                 153             3,308                    949

         Provision for impairment of
         property                                                 20,912                    -                 -                      -

        and equipment, net

         Gain from changes in fair value of
         derivative financial instruments                         (8,675)              (3,570)           (1,727)                  (495)

         Linkage differences on monetary
         assets, debentures, loans and
         other long                                               59,929                1,863           (20,950)                (6,008)

        term liabilities

        Employee benefit liability, net                           (7,631)                 199            (9,601)                (2,753)

         Decrease (increase)  in value of
         investment in securities, deposits
         and long-term receivables, net                          (11,265)                 (87)              473                    136

        Interest paid, net                                       224,462               56,026            34,887                 10,005

         Changes in operating assets and
         liabilities:

         Investment in real estate
         inventories                                              (2,717)                (555)             (571)                  (164)

         Decrease (increase) in trade
         receivables and other accounts                          169,936             (333,901)         (227,982)               (65,381)

         Increase (decrease) in trade
         payables                                                 (9,850)             482,721           391,700                112,332

        and other accounts payable

        Decrease (increase) in inventories                        53,821               34,422           (47,885)               (13,732)
                                                                  ------               ------            ------                -------

                                                                 690,511              303,351           170,737                 48,965
                                                                 =======              =======           =======                 ======


    (b)  Supplementary information on
         investing and financing activities
         not involving cash flows:

        Purchase of property and equipment                        48,249               13,182            11,915                  3,417

        on credit
                                            ===

         Dividends declared to non-
         controlling interests                                         -               15,215                 -                      -
                                                                     ===                  ===               ===                    ===

         Regarding the exchange of NIS 200
         million par value of bonds (Series
         B) for NIS 265.5 million par value
         of bonds (Series E) of BSRE, see
         events during the reporting
         period.



                      ALON BLUE SQUARE ISRAEL LTD.

                            NET LIABILITIES

                              (UNAUDITED)


                                                                       Convenience

                                                                       translation

                                         December 31,     March 31,    March 31,
                                         ------------     ---------

                                         2013        2013        2014          2014
                                         ----        ----        ----          ----

                                                  NIS                U.S. dollars
                                                  ---                ------------

                                                    In thousands
                                                    ------------

                                                  Alon Blue Square*
                                                  ----------------


    Cash and
     cash
     equivalence                       36,974       4,428      39,700        11,385

    Investment
     in
     securities                       135,322      69,172     136,912        39,264
                                      -------      ------     -------        ------

    Total
     assets                           172,296      73,600     176,612        50,649
                                      =======      ======     =======        ======

    Short term and Long-term debt:

    Short term
     loans from
     banks                            167,748     167,047     117,622        33,732

    Current
     maturities
     of
     debentures                       112,641      92,802     111,760        32,050

    Commercial
     papers                           120,403      87,440     120,360        34,517

    Long term
     loans from
     banks                            141,894     156,663     140,910        40,410

    Debentures                        226,147     182,838     225,791        64,752
                                      -------     -------     -------        ------

    Total long-
     term debt                        768,833     686,790     716,443       205,461
                                      =======     =======     =======       =======

    Equity:

    Equity
     attributable
     to equity
     holders of
     the
     company:                       1,054,124   1,138,304   1,024,809       293,894
                                    ---------   ---------   ---------       -------

    Total debt,
     net                            (596,537)    (613,190)   (539,831)     (154,812)
                                     ========    ========    ========      ========


    * Net of grant of loans or loans received from subsidiaries



                        ALON BLUE SQUARE ISRAEL LTD.

    RECONCILIATION BETWEEN NET INCOME FOR THE PERIOD AND ADJUSTED EBITDA

              FOR THE THREE MONTH PERIOD ENDED MARCH 31, 2014

                                (UNAUDITED)



                                                            Convenience

                                                          translation for

                              Year ended   Three months      the three

                                            months ended

                             December 31,   ended March
                                                 31,         March 31,
                             ------------  ------------

                                     2013           2013             2014                       2014
                                     ----           ----             ----                       ----

                                          NIS in thousands               U.S. dollars in thousands
                                          ----------------               -------------------------


     Loss
     from
     continuing
     operations                   (87,414)       (31,948)         (18,791)                    (5,388)

     Tax
     benefit                      (12,667)        (2,638)          (3,432)                      (985)

     Share
     of
     profit
     of
     investments
     accounted
     for
     using
     the
     equity
     method                       (27,211)           389           (9,303)                    (2,668)

     Share
     in
     adjusted
     EBITDA
     of
     equity
     accounted
     investees                     51,125         14,040           10,101                      2,897

     Share
     in                       operation
     EBITDA                   under
     of                       their
     branches                 current
     which                    layout
     were
     resolved
     to
     cease
     their                         22,618         10,177            9,589                      2,749

     Finance
     expenses,
     net                          254,016         53,850           32,731                      9,387

     Other
     losses,
     net                           21,518          6,274            8,741                      2,506

     Changes
     in
     fair
     value
     of
     investment
     property                     (47,589)        (5,559)         (10,551)                    (3,026)

     Depreciation
     and
     amortization                 269,141         67,282           66,214                     18,989

     Share
     based
     payment                         (151)          (151)               -                          -
                                     ----           ----              ---                        ---

     Adjusted
     EBITDA                       443,386        111,716           85,299                     24,461
                                  =======        =======           ======                     ======

ALON BLUE SQUARE ISRAEL LTD.
FOR THE THREE MONTH PERIOD ENDED MARCH 31, 2014
(UNAUDITED)

Note 1 - Segment reporting

The Company includes segment information according to IFRS 8. The reporting is based on the Company's organizational structure, the internal reporting, the allocation of resources and the decision-making process. The Company presents four reporting segments: Supermarkets - food retail, Fueling and Commercial sites, Non-Food Retail and Wholesale, Real Estate in addition to other segment which includes mainly Cellular activity and the Company's share in the issuance and clearance activity of credit cards. The segments' results, as reviewed by the Chief Operating Decision Maker (CODM) include the operating profit before financial expenses from continuing operations, including the company's share in gains of associates and excluding impairment of goodwill. The segments' results for prior periods were adjusted in order to reflect the segment's results and the adjustment to the results in the consolidated report for those periods from continuing operations.

The Company's operating segments consist of the following:

    1. Fueling and commercial sites - Through its subsidiary Dor-Alon the
       Company is engaged in the development, construction and operation of
       vehicle fueling stations, adjacent commercial centers and independent
       convenience stores, marketing of fuel products and other products through
       the fueling stations and convenience stores and direct marketing of
       distillates to customers. The fueling and commercial sites segment is
       presented according to the published financial statements of Dor-Alon,
       with reclassification of credit card fees and with the amortization of
       the excess of cost arising at the time of acquisition allocated to the
       reconciliation between the operating profit of the segment and the
       consolidated operating profit.
    2. Supermarkets - The Company operates the second largest food retail chain
       in Israel. Through its subsidiary, Mega Retail Ltd. ("Mega Retail"),
       which operates Supermarket branches, the Company offers a wide range of
       food and beverage products and "Non-food" items, such as houseware, toys,
       small electrical appliances, computers and computer accessories,
       entertainment and leisure products and textile products and "Near-Food"
       products, such as health and beauty aids, products for infants, cosmetics
       and hygiene products. As of March 31, 2014, Mega Retail operated 210
       supermarkets including branches which were resolved to cease their
       operation under their current layout. This segment also includes
       properties owned through Blue Square Real Estate ("BSRE"), in connection
       with the supermarket operation of Mega Retail's stores (including
       warehouses and offices). The results of branches which were resolved to
       cease their operation under their current layout including comparative
       figures that were restated are included in the adjustments of segment
       results to consolidated profit or loss since the CODM reviews the
       Supermarkets segment without these branches. The allocation of costs
       attributed to the branches which were resolved to cease their operation
       under their current layout was made based on direct costs and joint
       expenses that will be saved.
    3. Non-Food (Retail and Wholesale) - Mostly through its subsidiary, BEE
       Group Retail Ltd. ("BEE Group"), the Company is engaged in non-food
       retail and wholesale activities. As of March 31, 2014, 130 non-food
       retail outlets operate, some through franchisees, with specialties in
       houseware and home textile, toys, leisure, and infant. This segment also
       includes properties owned through Blue Square Real Estate ("BSRE") which
       are used by the segment.
    4. Real Estate - Through its subsidiary BSRE the Company is engaged in
       generating yield from commercial centers, logistics centers and offices,
       land for the purpose of capital appreciation and deriving long-term yield
       as well as in the development of the "Wholesale Market" residency
       project.
    5. Others - Alon Blue Square through its 100% subsidiary, Alon Cellular Ltd,
       operates an MVNO network in Israel and through Diners Club Israel Ltd.,
       an associate held at 49%, which operates in the sector of issuance and
       clearance of YOU credit cards to the customer club members of the group.




                                                            ALON BLUE SQUARE ISRAEL LTD.

                                                   FOR THE THREE MONTH PERIOD ENDED MARCH 31, 2014

                                                                     (UNAUDITED)


    Note 1 - Segment reporting (continued):


                                                                                                                                               Three months ended March 31, 2014
                                                                                                                                               ---------------------------------

                                                                                                                                                             Adjustments
                                                                                                                                                             -----------

                                                                                                   Fueling and Commercial Supermarkets   Non-
                                                                                                            sites                        Food   Real Estate     Others    Branches Other adjustments  Total consolidated

                                                                                                                                                             resolved to

                                                                                                                                                             cease their

                                                                                                                                                              operation
                                                                                                                                                                  in

                                                                                                                                                                 their
                                                                                                                                                                current

                                                                                                                                                                layout
                                                                                                                                                                ------

                                                                                                                                                        NIS in thousands
                                                                                                                                                        ----------------


    Net segment revenues                                                                                        1,194,200    1,324,917  83,642       10,288       14,884    86,940                 -                2,714,871

    Inter segment revenues                                                                                          7,356            -   9,426            -        1,102         -           (17,884)                       -

    Gross profit (loss)                                                                                           190,172      353,029  41,079       10,288          284    19,639              (666)                 613,825

    Depreciation and amortization                                                                                  21,490       35,648   2,815            -        1,214     2,945             2,102                   66,214

    Operating profit (loss) before other gains and
     losses net, share in gains (losses) of
     associates  and  changes in fair value of
     investment property                                                                                           26,724        3,233     510        5,132       (7,984) (12,534)            (9,332)                   5,749

    Segment profit                                                                                                 27,086       (9,310)    510       24,039       (1,227) (12,788)           (11,448)                  16,862

    Unallocated corporate expenses                                                                                                                                                            (6,356)

    Financial expenses, net                                                                                                                                                                  (32,731)
                                                                                                                                                                                             -------

    Loss before taxes on income                                                                                                                                                              (22,225)
                                                                                                                                                                                             =======


                                                   Three months ended March 31, 2013
                                                   ---------------------------------

                                                                                                                                     Adjustments
                                                                                                                                     -----------

                                                                 Fueling                                      Non-   Real
                                                                   and                                        Food  Estate
                                                               Commercial
                                                                  sites                        Supermarkets                Others      Branches    Other adjustments  Total consolidated

                                                                                                                                     resolved to

                                                                                                                                     cease their

                                                                                                                                    operation in

                                                                                                                                    their current

                                                                                                                                        layout
                                                                                                                                        ------

                                                            NIS in thousands
                                                            ----------------


    Net segment revenues                                                             1,337,450    1,512,186 106,947  9,447   7,799        115,439                  -           3,089,268

    Inter segment revenues                                                               7,011            -   6,864      -       -              -            (13,875)                  -

    Gross profit (loss)                                                                190,036      386,185  53,031  9,447  (3,081)        20,671                303             656,592

    Depreciation and amortization                                                       21,479       36,727   2,940      -   1,163          3,214              1,759              67,282

    Operating profit (loss) before other gains and
     losses net, share in gains (losses) of
     associates  and  changes in fair value of
     investment property                                                                36,563       10,341   7,445  4,730 (12,331)       (13,391)            (8,372)             24,985

    Segment profit                                                                      37,112        5,256   6,339  6,974  (6,821)       (13,391)           (11,588)             23,881

    Unallocated corporate expenses                                                                                                                                                (4,617)

    Financial expenses, net                                                                                                                                                      (53,850)
                                                                                                                                                                                 -------

    Loss before taxes on income                                                                                                                                                  (34,586)
                                                                                                                                                                                 -------





                                                            ALON BLUE SQUARE ISRAEL LTD.

                                                   FOR THE THREE MONTH PERIOD ENDED MARCH 31, 2014

                                                                     (UNAUDITED)


    Note 1 - Segment reporting (continued):


                                                                                                                                             Year ended December 31, 2013
                                                                                                                                             ----------------------------

                                                                                                                                                  Adjustments
                                                                                                                                                  -----------

                                                                                                     Fueling                 Non-
                                                                                                       and                   Food
                                                                                                   Commercial
                                                                                                      sites   Supermarkets           Real Estate     Others       Branches  Other adjustments  Total consolidated

                                                                                                                                                   resolved to

                                                                                                                                                  cease their

                                                                                                                                                    operation
                                                                                                                                                        in

                                                                                                                                                      their
                                                                                                                                                     current

                                                                                                                                                      layout
                                                                                                                                                     ------

                                                                                                                                                   NIS in thousands
                                                                                                                                                   ----------------


    Net segment revenues                                                                            5,140,486    5,904,471  333,691       38,369        44,325     424,998                  -               11,886,340

    Inter segment revenues                                                                             39,385            -   27,467            -         2,577           -            (69,429)                       -

    Gross profit (loss)                                                                               788,619    1,557,154  149,302       38,369        (4,547)     87,541              1,070                2,617,508

    Depreciation and amortization                                                                      88,142      143,249   11,820            -         4,551      14,356              7,023                  269,141

    Operating profit (loss) before other gains and
     losses net, share in gains (losses) of
     associates  and  changes in fair value of
     investment property                                                                              134,751       97,411  (20,027)      18,604      (35,296 )    (36,974)           (33,792)                 124,677

    Segment profit                                                                                    138,566       80,911 (21,239 )      75,015      (11,745 )    (36,974)           (46,575)                 177,959

    Unallocated corporate expenses                                                                                                                                                    (24,024)

    Financial expenses, net                                                                                                                                                          (254,016)
                                                                                                                                                                                     --------

    Loss before taxes on income                                                                                                                                                      (100,081)
                                                                                                                                                                                     ========


                                                   Three months ended March 31, 2014
                                                   ---------------------------------

                                                                                                                                       Adjustments
                                                                                                                                       -----------

                                                                Fueling                                     Non-
                                                                  and                                       Food
                                                               Commercial
                                                                 sites                       Supermarkets         Real Estate Others     Branches   Other adjustments  Total consolidated

                                                                                                                                       resolved to

                                                                                                                                       cease their

                                                                                                                                        operation
                                                                                                                                            in

                                                                                                                                           their
                                                                                                                                          current

                                                                                                                                          layout
                                                                                                                                          ------

                                                       U.S dollars in thousands
                                                       ------------------------


    Net segment revenues                                                             342,472      379,959  23,987       2,950   4,268       24,933                  -             778,569

    Inter segment revenues                                                             2,110            -   2,703           -     316            -             (5,129)                  -

    Gross profit (loss)                                                               54,537      101,241  11,781       2,950      81        5,632               (191)            176,031

    Depreciation and amortization                                                      6,163       10,223     807           -     348          845                603              18,989

    Operating profit (loss) before other gains and
     losses net, share in gains (losses) of
     associates  and  changes in fair value of
     investment property                                                               7,664          927     146       1,472  (2,290)      (3,594)            (2,677)              1,648

    Segment profit                                                                     7,768       (2,670)    146       6,894    (352)      (3,667)            (3,283)              4,836

    Unallocated corporate expenses                                                                                                                                                 (1,822)

    Financial expenses, net                                                                                                                                                        (9,387)
                                                                                                                                                                                   ------

    Loss before taxes on income                                                                                                                                                    (6,373)
                                                                                                                                                                                   ======

SOURCE Alon Blue Square Israel Ltd.