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Migdal Insurance and Financial Holdings Ltd. and Its Subsidiaries

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Migdal Insurance and Financial Holdings Ltd. and Its Subsidiaries Translated from the Hebrew original MIGDAL INSURANCE AND FINANCIAL HOLDINGS LTD. AND ITS SUBSIDIARIES CONSOLIDATED FINANCIAL STATEMENTS AS AT DECEMBER 31, 2009 WorldReginfo - 46d726c5-4d68-401f-9270-2f760ed6a13f MIGDAL INSURANCE AND FINANCIAL HOLDINGS LTD. AND ITS SUBSIDIARIES CONSOLIDATED FINANCIAL STATEMENTS AS AT DECEMBER 31, 2009 Index Page Independent Auditors’ report to the shareholders 2 Consolidated Statements of Financial Position 3 - 4 Consolidated Statements of Income 5 Consolidated Statements of Comprehensive Income 6 Consolidated Statements of Changes in Equity 7-9 Consolidated Statements of Cash Flows 10-13 Notes to the Financial Statements as at December 31, 2009 14-265 Appendix 266 - - - - - - - - - - - - WorldReginfo - 46d726c5-4d68-401f-9270-2f760ed6a13f Kost Forer Gabbay & Kasierer 3 Aminadav St. Somekh Chaikin Tel-Aviv 67067, Israel Tel: 972 (3) 6232777 Fax: 972 (3) 5633526 Independent Auditors' Report www.ey.com/il to the Shareholders of Migdal Insurance and Financial Holdings Ltd. We have audited the accompanying consolidated statements of financial position of MIGDAL INSURANCE AND FINANCIAL HOLDINGS LTD. (hereunder - the Company) as at December 31, 2009 and 2008, and the related consolidated income statements, statements of comprehensive income, statements of changes in equity, and statements of cash flows for each of the three years ended, the last of which ended, December 31, 2009. These financial statements are the responsibility of the Company's Board of Directors and Management. Our responsibility is to express an opinion on these financial statements based on our audits. We did not audit the financial statements of companies treated according to the equity value method the investment in which amounted to NIS 543,777 thousand and NIS 244,709 thousand as at December 31, 2009 and 2008, respectively, and the Group’s share in its profits amounted to NIS 87,388 thousand, NIS 58,630 thousand and NIS 51,323 thousand for each of the three years, the last of which ended December 31,2009. The financial statements of those companies were reviewed by other auditors whose reports thereon were furnished to us, and our opinion, insofar as it relates to amounts emanating from the financial statements of that companies, is based solely on the said reports of the other auditors. We conducted our audit in accordance with generally accepted auditing standards in Israel, including those prescribed by the Israeli Auditors’ Regulations (Auditor's Mode of Performance), 1973. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the Board of Directors and Management of the Company, as well as evaluating the overall financial statement presentation. We believe that our audit and the reports of other auditors provides a reasonable basis for our opinion. In our opinion, based on our audit and on the reports of the abovementioned other auditors, the financial statements referred to above present fairly, in all material respects, the financial position of the Company and its subsidiaries as at December 31, 2009 and 2008, and the results of operations, changes in equity and cash flows, for each of the three years ended, the last of which ended, December 31, 2009. in conformity with the International Financial Reporting Standards (IFRS) and in accordance with the disclosure requirements as prescribed by the Regulator of Insurance according to the Supervision of Financial Services (Insurance) Law, 1981. Furthermore, in our opinion, the financial statements referred to above are prepared in accordance with the directives of the Israeli Securities Regulations (Preparation of Annual Financial Statements), 2010, insofar as these Regulations apply to insurance companies. Without qualifying our aforementioned opinion, we draw attention to Note 38a’ to the financial statements regarding exposure to class actions and the approval of claims as class actions. Tel-Aviv, Israel KOST FORER GABBAY & KASIERER SOMEKH CHAIKIN March 16, 2010 Member of Ernst & Young Global Member of KPMG International Joint auditors - 2 - WorldReginfo - 46d726c5-4d68-401f-9270-2f760ed6a13f MIGDAL INSURANCE AND FINANCIAL HOLDINGS LTD. CONSOLIDATED STATEMENTS OF FINANCIAL POSITION AS AT December 31, 2009 2008 Assets: Note NIS in thousands Intangible assets 4 1,184,011 1,176,397 Deferred tax assets 21g 19,631 33,909 Deferred acquisition costs 5 1,394,173 1,407,891 Fixed assets 6 424,755 408,915 Investments in affiliates 7 547,809 250,340 Investment property for yield dependent contracts 8 2,810,446 2,633,548 Other investment property 8 361,702 356,139 Reinsurance assets 15 – 16 1,081,183 1,146,733 Current tax assets 49,894 140,367 Debtors and receivables 9 260,457 367,492 Outstanding premiums 10 382,926 402,511 Financial investments for yield dependent contracts 11 39,019,893 28,085,868 Other financial investments: 12 Quoted debt assets 12a 3,664,738 3,287,449 Unquoted debt assets 12b 18,375,828 17,285,942 Shares 12d 1,147,993 617,715 Others 12e 999,880 643,583 Total other financial investments 24,188,439 21,834,689 Cash and cash equivalents for yield dependent contracts 13 1,249,035 1,382,146 Other cash and cash equivalents 13a 1,100,954 509,841 Total assets 74,075,308 60,136,786 Total assets for yield dependent contracts in an insurance subsidiary 43,165,709 32,146,037 The accompanying notes are an integral part of the consolidated financial statements. - 3 - WorldReginfo - 46d726c5-4d68-401f-9270-2f760ed6a13f MIGDAL INSURANCE AND FINANCIAL HOLDINGS LTD. CONSOLIDATED STATEMENTS OF FINANCIAL POSITION AS AT December 31, 2009 2008 Note NIS thousands Capital and liabilities 14 Capital: Share capital 110,559 110,550 Share premium 273,735 273,735 Capital reserves 302,660 (37,273) Retained earnings 3,366,199 2,639,798 Total capital attributed to the Company’s shareholders 4,053,153 2,986,810 Minority interest 453 4,113 Total capital 4,053,606 2,990,923 Liabilities: Liabilities in respect of non-yield dependent insurance contracts and investment contracts 15 24,823,443 23,298,620 Liabilities in respect of yield dependent insurance contracts and investment contracts 16 42,780,380 31,067,815 Liabilities in respect of deferred taxes 21g 442,211 181,498 Liabilities in respect of employee benefits, net 22 229,178 212,888 Liabilities in respect of current taxes 6,879 5,159 Creditors and payables 23 1,230,155 1,145,812 Financial liabilities 24 509,456 1,234,071 Total Liabilities 70,021,702 57,145,863 Total capital and liabilities 74,075,308 60,136,786 The accompanying notes are an integral part of the consolidated financial statements. 16 March, 2010 Date of approval of Aharon Fogel Yonel Cohen Eran Cserninski the financial Chairman of the Board General Manager Chief Financial Officer statements - 4 - WorldReginfo - 46d726c5-4d68-401f-9270-2f760ed6a13f MIGDAL INSURANCE AND FINANCIAL HOLDINGS LTD. CONSOLIDATED STATEMENTS OF INCOME Year ended December 31 2009 2008 2007 Note NIS thousands Gross premiums earned 7,737,409 7,506,631 6,972,417 Premiums earned by reinsurers 640,765 579,441 609,352 Premiums earned on retention 25 7,096,644 6,927,190 6,363,065 Net investment income (loss) and finance income 26 12,093,303 (4,106,338) 5,085,603 Income from management fees 27 720,676 546,070 809,079 Income from commissions 28 300,175 277,158 251,293 Other income 652 677 8,665 Total income 20,211,450 3,644,757 12,517,705 Payments and change in liabilities in respect of gross insurance contracts and investment contracts 17,596,558 2,552,482 10,393,274 Reinsurers’ share in payments and in change in liabilities in respect of insurance contracts 379,300 304,518 504,419 Payments and change in liabilities in respect of Insurance contracts and investment contracts on retention 29 17,217,258 2,247,964 9,888,855 Commissions, marketing expenses and other acquisition expenses 30 1,195,016 1,049,362 965,746 Administrative and general expenses 31 826,081 701,185 676,029 Other expenses 33 41,109 59,273 54,019 Finance expenses 34 26,093 28,910 26,977 Total expenses 19,305,557 4,086,694 11,611,626 Share in profits of investees treated according to the equity value method 85,791 57,351 51,275 Income (loss) before taxes on income 991,684 (384,586) 957,354 Taxes on income 21 277,214 (135,786) 324,414 Income (loss) for the period 714,470 (248,800) 632,940 Attributed to: Company’s shareholders 714,834(248,055 ) 633,005 Minority’s interest (364)(745 ) (65) Income (loss) for the period 714,470(248,800 ) 632,940 Earnings per share: Basic and diluted earnings (loss) per share attributed to the Company’s shareholders (in NIS) 35 0.68(0.610.24 ) The accompanying notes are an integral part of the consolidated financial statements. - 5 - WorldReginfo - 46d726c5-4d68-401f-9270-2f760ed6a13f MIGDAL INSURANCE AND FINANCIAL HOLDINGS LTD. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Year ended December 31 2009 2008 2007 Note NIS thousands Income (loss) for the period 714,470 (248,800) 632,940 Other comprehensive income (loss) Net change in the fair value of financial assets classified as available for sale, recognized in capital reserves 930,207 (635,897) 26,838 Net income (losses) from the realization of financial assets classified as available for sale (441,101) 135,757 (78,107) Impairment in
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