El Al Israel Airlines Ltd Annual Report for 2013
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Free Translation of the Hebrew Language 2013 Annual Report - Hebrew Wording Binding El Al Israel Airlines Ltd Annual Report For 2013 Chapter A Description of the Corporation’s Business Free Translation of the Hebrew Language 2013 Annual Report - Hebrew Wording Binding CHAPTER 1: GENERAL El Al Israel Airlines Ltd. is pleased to present a description of the Corporation’s business for the fiscal year ending December 31, 2013, describing the Corporation and surveying the development of its business, as they occurred during 2013. The report was prepared in accordance with the Securities Regulations (Periodic and Immediate Reports), 1970. The financial data included in the report is in U.S. dollars, unless stated otherwise. The financial data relating to monetary claims are in Israeli shekels (“NIS”) as of the date that the claim was filed, unless stated otherwise. The percentages of ownership are presented in numbers rounded out to the nearest whole percent, unless stated otherwise. Data appearing in this report is correct as of the report date, unless stated otherwise. Data appearing in this report as correct as of a date close to the approval of the report, has been updated as of March 12 2014, unless stated otherwise. The importance of the data included in this Periodic Report, including the description of material transactions, has been assessed from the Company’s point of view, while in some cases, additional descriptive information is given in order to provide a comprehensive picture of the matter being described. The description of the Company’s business in this periodic report partially includes “forward- looking information” as the term is defined in the Securities Law, 1968. Forward-looking information is a forecast, assessment, estimate or other information constituting uncertain information referring to future events or issues, based on information that existed in the Company near the reported date, unless noted otherwise, and includes estimates by the Company and/or its intentions as they existed near the reported date (unless noted otherwise). Results in practice may be materially different from the results estimated and/or implied from this information, as their realization is influenced, among other things, by factors not under the Company's control. Forward-looking information in this report will be identified by specific statements noting that it is forward-looking information, noting the key facts and data that served as the basis for the information as well as the key factors the Company estimates may lead to the fact that the forward- looking information is not realized. Free Translation of the Hebrew Language 2013 Annual Report - Hebrew Wording Binding Glossary For the sake of convenience, in this periodic report, the following abbreviations shall be assigned the meaning listed alongside them: Report of the Board of The Report of the Board of Directors on the State of Corporate Affairs Directors- for the Year Ending December 31 2013. USD/Dollar - U.S. dollar. The Stock Exchange- The Tel Aviv Stock Exchange Ltd. The Financial The Company’s Consolidated Financial Statements for the Year Ending Statements- December 31 2013, unless noted otherwise. The State - The State of Israel. The Group - The Company and its subsidiaries The Authority - The Securities Authority. The Corporation or the El Al Israel Airlines Ltd. Company or El Al - Fifth Freedom - Transporting passengers or cargo between two foreign countries by a third-country carrier For instance, El Al transports cargo between Liège and New York Sixth Freedom - Transporting passengers or cargo between two foreign countries with a stopover in the airborne carrier’s country. For instance, a flight by a European airline from Israel to the U.S through an airport located in that airline’s European country. The Companies Law - The Companies Law, 1999. The Government The Government Companies Law, 1975. Companies Law - The Securities Law - The Securities Law, 1968. IATA - The International Air Transport Association The Report Date - December 31 2013. K’nafaim - K’nafaim Holdings Ltd. Free Translation of the Hebrew Language 2013 Annual Report - Hebrew Wording Binding Date immediately prior March 12 2014, unless noted otherwise. to the approval of the report Sun D’Or - Sun D’Or International Airlines Ltd. Income Tax Order - The Income Tax Ordinance (New Version), 1961. NIS- New Israeli Shekel The Reported Year 2013. 2003 Prospectus - The prospectus published May 30 2003, as revised on June 3 2003 and June 4 2003 ASK - Available Seat Kilometer – number of seats offered for sale multiplied by the distance flown. ATK - Available Ton Kilometer - the available capacity for transport of passengers (translated into tonnage) and cargo multiplied by the distance flown. RPK - Revenue Passenger Kilometer - the number of paying passengers multiplied by the distance flown. RTK - Revenue Ton Kilometer - the weight in tons of paying passengers and cargo multiplied by the distance flown. FTK- Freight Ton Kilometer – the weight in tons of paid cargo (including mail) multiplied by the distance flown FLF- Freight Load Factor – the load factor rate on cargo flights. PLF - Passenger Load Factor – the load factor rate in passenger flights (percentage of seats being utilized). Free Translation of the Hebrew Language 2013 Annual Report - Hebrew Wording Binding CHAPTER 2: DESCRIPTION OF THE GENERAL DEVELOPMENT OF THE CORPORATION’S BUSINESS 1. The Corporation’s Activity and Description of the Development of its Business 1.1 General The Company is engaged primarily in the air transport of passengers and cargo (including baggage and mail) in Israel and abroad, by means of passenger aircraft and cargo aircraft. The Company’s passenger aircraft carry out scheduled flights as well as charter flights. The Company serves as the designated air carrier of the State of Israel on most international routes that operate to and from Israel. See Section 7.1.1, 7.1.2, 7.1.10 and 9.11.7.2 below for more on this subject and on the meaning of the term “Designated Carrier”, and on the Government's decision regarding "Open Skies". The Group is engaged in activities auxiliary to its air transport activity, such as sale of duty-free products, production and supply of food primarily to its aircraft, and in the leasing of aircraft, providing security services, regular maintenance and overhaul services to aircraft of other airlines at Ben-Gurion Airport (“BGN”) and management of travel agencies abroad. The business environment in which the Company operates is the sector of international civil aviation and tourism to and from Israel, which are characterized by seasonal fluctuations and a high level of competition, which becomes more severe during periods of excess capacity. In the area of passenger transport, in 2013 the Company competed with two Israeli airlines (Arkia and Israir), 60 foreign airlines operating scheduled flights, and over 50 foreign charter companies, 37 of which operate regular flights. The airlines compete in various areas, principally: fares, frequency and flight times, operational punctuality, equipment type, airplane configuration, passenger service, etc. The competition is with the airlines that maintain scheduled flights between different destinations, charter flights between those destinations and/or Sixth Freedom Flights. In the field of cargo transport, in 2013 The Company competed with seven airlines which operate cargo planes in flights to and from BGN, in addition to C.A.L. Cargo Airlines Ltd. Additionally, the Company competes with most of the scheduled airlines that operate passenger airplanes and transport cargo in their holds. See Sections 7.8 and 8.7 below for more on the competition. Free Translation of the Hebrew Language 2013 Annual Report - Hebrew Wording Binding 1.2 Holdings Chart The following is a chart of the structure of the Company’s holdings in investees active as of the date immediately prior to the approval of the report (the percentages listed in the chart express the Company’s holdings in the investee companies): El Al Israel Airlines Ltd. Sun Dor 100% TAMAM 100% Katit 100% Superstar Holidays (Britain) 100% Bornstein Caterers USA 100% 50% ACI Tour Air Airtour 50% Kavei Chufsha 20% Maman Cargo Terminals and Handeling Ltd. 15% Free Translation of the Hebrew Language 2013 Annual Report - Hebrew Wording Binding 1.3 Year and Form of Incorporation El Al Israel Airlines Ltd was incorporated as a limited liability company on November 15, 1948 under the name of El-Al Israel Airlines Ltd. changing its name to its present name on May 16, 1951. 1.4 Changes in the Corporation’s Business Until June 6, 2004, the Company was a “Government Corporation” in the process of “privatization” (as these terms are defined in the Government Corporations Law). See Section 9.11 below, “restrictions and regulation of the corporation’s business”, for additional details. To the best of the Company's knowledge, as of today the State still holds 1.1% of the Company’s issued share capital, and therefore, the Company still has a "mixed company” status. Likewise, the State holds a Special State Share (for information on the Special State Share and its related rights, see Section 9.11.9 below). 2. Fields of Activity The Group’s headquarters functions on an integrated basis in the fields of activity listed below, including financial management, human resources, procurement, legal counseling, IT, security, maintenance and engineering, sales, customer service, marketing and advertising, land and ground operations and construction. The Group has two reported areas of activity. See Note 32 to the Financial Statements for details. a) Air Transport in Passenger Aircraft In this field, the Company transports passengers as well as cargo (including mail and baggage) in the holds of passenger aircraft, as well as providing auxiliary services, such as sale of duty free products and passenger aircraft leasing. Revenues from this area of activity constituted 91.3% of all of the Group’s revenues in 2013.