Israel Corporation Ltd. Condensed Consolidated Interim Financial Statements at September 30, 2018 Unaudited
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Israel Corporation Ltd. Condensed Consolidated Interim Financial Statements As at September 30, 2018 (UNAUDITED) This English Version of the Report is for the Convenience of the Reader. The Hebrew Version of the Report is the Binding Version. Contents Part A – Report of the Corporation’s Board of Directors regarding the State of the Corporation’s Affairs for the three-month and nine-month periods ended September 30, 2018 Part B – Condensed Interim Consolidated Financial Statements as at September 30, 2018 (unaudited) Part C – Condensed Interim Separate-Company Financial Statements of the Corporation as at September 30, 2018 (unaudited) Part D – Quarterly Report regarding Effectiveness of the Internal Control over the Financial Reporting and Disclosure in accordance with Regulation 38C(a) Israel Corporation Ltd. Report of the Corporation’s Board of Directors For the Nine-Month and Three-Month Periods Ended September 30, 2018 Israel Corporation Ltd. (hereinafter – “the Corporation”) is a public holding company the shares of which are traded on the Tel-Aviv Stock Exchange. The Corporation operates through two main investee companies: Israel Chemicals Ltd. (hereinafter – “ICL”) and Oil Refineries Ltd. (hereinafter – “ORL”). The Corporation is involved in management of the Group companies through directors serving on the Boards of Directors of the Corporation’s investee companies. This Directors’ Report is submitted as part of the interim financial statements for the period ended September 30, 2018 (hereinafter – “the Interim Consolidated Financial Statements”). The report was prepared in accordance with the Securities Law (Periodic and Immediate Reports), 1970, and on the assumption that the reader is also in possession of the interim financial statements for the period ended September 30, 2017, and the Periodic Report for 2017. Various Events in the Corporation in the Year of the Report and Thereafter 1. On January 2, 2018, Kenon repaid the full amount of the loan (principal and interest) granted to it by the Corporation, and accordingly the amount of about $240 million was received by the Corporation. For additional details – see Note 11 to the annual financial statements for 2017. 2. On March 19, 2018, the General Meetings of the holders of the debentures (Series 10 and 11) (hereinafter – “the Debentures”) approved for each series separately, an amendment to the trust indentures (hereinafter – “the Amendment”) with reference to certain conditions for distribution of dividends. As part of the Amendment, the interest rates for each series was updated by 0.2% on the unpaid principal as at the date of entry of the Amendment into effect and up to full repayment of the outstanding balance of the Debentures, and a one-time commission will be paid, at the rate of 0.25% of the par value of the outstanding balance of the Debentures as at the date of entry of the Amendment into effect. For additional details – see Note 5A(3) to the Interim Consolidated Financial Statements. 3. On March 22, 2018, the Corporation’s Board of Directors decided to distribute a dividend in the amount of $120 million – about $15.74 per share. The dividend was distributed on April 23, 2018. The Corporation was in compliance with the conditions with reference to the holders of Debentures, which are provided as part of the trust indentures in connection with distribution of dividends, as stated. 4. On March 29, 2018, the Corporation completed, as part of a shelf offer prospectus, issuance of two new series of registered debentures of NIS 1 par value each: Series 12, in unlinked shekels, having an aggregate par value of about NIS 554 million, and Series 13, linked to the U.S. dollar, having an aggregate par value of about NIS 287 million. The proceeds of the issuance, net of the issuance costs, amounted to about NIS 834 million (about $238 million value as at the issuance date). The debentures were registered for trading on the Tel-Aviv Stock Exchange. On March 27, 2018, Standards & Poor’s Maalot (hereinafter – “S&P”) gave notice of provision of a rating of ilA to the above-mentioned debentures. On the date of the issuance, the Corporation was rated ilA/Stable. For additional details – see Note 5A(1) to the Interim Consolidated Financial Statements. 5. On July 9, 2018, S&P Maalot gave notice of confirmation of the Corporation’s rating of ilA/stable, with a stable rating outlook. 1 Israel Corporation Ltd. Various Events in the Corporation in the Year of the Report and Thereafter (Cont.) 6. For details regarding the Corporation’s liabilities – see the Immediate Report regarding the total liabilities based on repayment date that was published on November 15, 2018 (Reference No. 2018-01-109083). The information included therein is presented in this Report by means of references. For additional information in connection with claims filed against the Corporation – see Note 6A to the Interim Consolidated Financial Statements and Note 20B(1) to the annual consolidated financial statements. FINANCIAL POSITION AND RESULTS OF OPERATIONS – The total sales for the three-month and nine-month periods ended September 30, 2018 amounted to about $1,371 million and about $4,146 million, respectively, compared with about $1,440 million and about $4,057 million, respectively, in the corresponding periods last year. – The total net income attributable to the owners of the Corporation for the three-month and nine-month periods ended September 30, 2018 amounted to about $20 million and about $501 million, respectively, compared with net income attributable to the owners of the Corporation of about $42 million and about $54 million, respectively, in the corresponding periods last year. The income in the period of the report includes the Corporation’s share in a net capital gain, in the amount of $394 million, recorded by ICL, due to completion of the transaction for sale of the Fire Safety and Oil Additives businesses during the first quarter. – The total assets, as at September 30, 2018, amounted to about $10,040 million, compared with about $10,594 million, as at September 30, 2017, and compared with about $10,395 million, as at December 31, 2017. – The current assets net of current liabilities, as at September 30, 2018 amounted to about $827 million, compared with about $948 million as at September 30, 2017, and compared with about $1,062 million, as at December 31, 2017. – The balance of the non-current assets, as at September 30, 2018 amounted to about $6,822 million, compared with about $7,147 million as at September 30, 2017, and compared with about $6,851 million, as at December 31, 2017. – The non-current liabilities, as at September 30, 2018, amounted to about $4,084 million, compared with about $5,570 million, as at September 30, 2017, and compared with about $5,276 million, as at December 31, 2017. – The total equity as at September 30, 2018 amounted to about $3,565 million and the total equity attributable to the owners of the Corporation amounted to about $1,363 million, compared with total equity of $2,525 million and total equity attributable to the owners of the Corporation of $934 million as at September 30, 2017, and compared with total equity of about $2,637 and total equity attributable to the owners of the Corporation of about $1,013 million as at December 31, 2017. Set forth below are the results of operations of the Group companies for the period July – September 2018 (for an analysis of the results of ICL and ORL – see their separate sections below): – ICL finished the third quarter of 2018 with income of about $129 million, compared with income of about $84 million in the corresponding quarter last year. – ORL finished the third quarter of 2018 with income of about $16 million, compared with income of about $92 million in the corresponding quarter last year. The third quarter of 2017 included the impact of early application of IFRS 9 (2013), which was not applied by Israel Corporation. Without the impact of early application of IFRS 9 (2013) in the corresponding quarter last year, ORL would have finished the third quarter of 2017 with income of about $72 million. 2 Israel Corporation Ltd. FINANCIAL POSITION AND RESULTS OF OPERATIONS (Cont.) Set forth below are the results of operations of the Group companies for the period January – September 2018 (for an analysis of the results of ICL and ORL – see their separate sections below): – ICL finished the period of the report with income of about $1,158 million, compared with income of about $209 million in the corresponding period last year. The income in the period of the report includes a net capital gain, in the amount of $829 million, as a result of completion of the transaction for sale of the Fire Safety and Oil Additives businesses during the first quarter. – ORL finished the period of the report with income of about $187 million, compared with income of about $183 million in the corresponding period last year. The corresponding period last year included the impact of early application of IFRS 9 (2013), which was not applied by Israel Corporation. Without the impact of early application of IFRS 9 (2013) in the corresponding period last year, ORL would have finished the first nine months of 2017 with income of about $169 million. Set forth below is the composition of the Corporation’s results attributable to the owners: Three months Nine months ended ended September 30 September 30 2018 2017 2018 2017 $ Millions ICL 60 40 (1)549 100 ORL(2) 4 24 61 60 Amortization of excess cost (3) (3) (9) (10) Administrative, general, financing and other expenses of the Corporation’s headquarters (25) (24) (73) (77) Gain (loss) from re-measurement to fair value of collar options(3) (17) 5 (29) (15) Tax income (expenses) of the Corporation’s headquarters 1 – 2 (4) 20 42 501 54 (1) Includes the Corporation’s share in a net capital gain, in the amount of $394 million, recorded by ICL as a result of completion of the transaction for of the Fire Safety and Oil Additives businesses during the first quarter.