Israel Corporation Ltd. 2009 Annual Report
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Israel Corporation Ltd. 2009 Annual Report This Report does not constitute a Periodic Report in accordance with the Securities Regulations (Periodic and Immediate Reports), 1970 WorldReginfo - 0c4e4683-b92e-437e-952d-5380392fd6d9 Israel Corporation Ltd. Consolidated Financial Statements as at December 31, 2009 Contents Page Directors’ Report I – LVII Auditors’ Report to the Shareholders 2 Financial Statements: Consolidated Statements of Financial Position 3 – 4 Consolidated Statements of Income 5 Consolidated Statements of Comprehensive Income 6 Consolidated Statements of Changes in Shareholders’ Equity 7 – 8 Consolidated Statements of Cash Flows 9 – 10 Notes to the Consolidated Financial Statements 11 Appendix – Schedule of Investee Companies 212 WorldReginfo - 0c4e4683-b92e-437e-952d-5380392fd6d9 Israel Corporation Ltd. Report of the Corporation’s Board of Directors For the Year Ended December 31, 2009 Description of the Corporation and its Business Environment Israel Corporation Ltd. (hereinafter – “the Corporation”) is an investment company engaged in the initiation, promotion and development of businesses in and outside Israel. In order to execute its investments, including through its subsidiaries, from time to time the Corporation examines investment opportunities in companies and ventures in various activity sectors, including foreign ventures and international operations, while focusing on entities having broad-scoped activities or with the potential for reaching such dimensions, with any eye toward acquiring significant holdings therein. The Corporation is held at the rate of 55% by the Ofer Group and 18% by Bank Leumi Le-Israel Ltd. The Corporation is involved in management of the Group companies, particularly those of its investees in which it holds a high ownership percentage. The Corporation operates through an array of investee companies mainly in the chemicals, shipping and energy sectors, and also has additional investments, including in the areas of advanced technology, vehicles, infrastructures for electric vehicles, power stations and “clean” energy. The Corporation’s headquarters provides management services, through a wholly controlled subsidiary, and is also actively involved in the strategic planning and business development of the investee companies. In addition, the Group endeavors to establish and develop additional businesses. The Corporation’s strategy, which is re-examined from time to time, is designed to adapt its business structure to the business situation existing in Israel and globally, while endeavoring to expand the Group’s geographic dispersion and international market penetration into additional areas of activity in growing markets. This Directors’ Report is submitted as part of the periodic report for 2009 and under the assumption that the reader also has the other sections of the said periodic report. Financial Position – The total assets, as at December 31, 2009, amounted to about $12,147 million, compared with about $14,706 million, as at December 31, 2008. – The total current assets less the current liabilities as at December 31, 2009 amounted to about $1,541 million, compared with about $2,100 million as at December 31, 2008. – The total non-current assets as at December 31, 2009, amounted to about $8,368 million, compared with about $9,004 million as at December 31, 2008. – The total non-current liabilities as at December 31, 2009 amounted to about $6,584 million, compared with about $7,448 million as at December 31, 2008. – The total sales for the year ended December 31, 2009 amounted to about $12,498 million, compared with about $19,802 million for the year ended December 31, 2008. – The capital attributable to the shareholders of the parent company as at as at December 31, 2009 amounted to about $1,811 million, compared with about $1,627 million as at December 31, 2008. I WorldReginfo - 0c4e4683-b92e-437e-952d-5380392fd6d9 Israel Corporation Ltd. Report of the Corporation’s Board of Directors For the Year Ended December 31, 2009 Changes in the Investment Portfolio 1. In January 2009, the Corporation transferred to Tower Semiconductors Ltd. (hereinafter – “Tower”) the amount of $20 million against issuance of capital notes convertible into shares of Tower, and the Corporation realized excess cost of about $6 million. The number of shares was calculated based on a price per share of NIS 1, which is the par value of Tower’s shares. In September 2009, Tower issued shares and options to institutional entities, for a consideration of about $21 million. In December 2009, Tower issued shares to a U.S. investment fund in exchange for an investment of about $13 million, pursuant to an agreement signed between the investment fund and Tower whereby the investment fund will invest up to $25 million. As a result of issuance of the shares, the Corporation realized a capital gain of about $13 million. As at the balance sheet date, the rate of the Corporation’s holdings in Tower (taking into account conversion of the capital notes) was about 36.9%. 2. In the year of the report, the Corporation transferred to Better Place LLC the amount of $61.75 million. Subsequent to the balance sheet date, the Corporation invested an additional amount of about $15.375 million, constituting the Corporation’s full share in the total investment of $100 million the Corporation’s management decided to invest in the venture subject to the work plan and milestones. Subsequent to the balance sheet date, in January 2010, Better Place initiated another fundraising round wherein it expects to raise $350 million. The Corporation’s management decided to invest the amount of $72 million. Subsequent to the balance sheet date, in January 2010, the Corporation, together with additional shareholders in Better Place, acquired the shares of one of the foreign investors in Better Place on a basis pro rata to their holdings in Better Place. In total, the Corporation invested $8.8 million. See also Note 11.A.3.a to the financial statements. 3. Regarding the Corporation’s investment in ZIM Integrated Shipping Services Ltd. (hereinafter – “ZIM”) – see the Section on ZIM in this report. 4. Regarding the investment in O.P.C. Rotem Ltd. (hereinafter – “OPC”) – see Note 12.1.I to the financial statements. 5. Subsequent to the balance sheet date, in January 2010, the Corporation sold 8 million shares of Israel Chemicals Ltd. in exchange for about NIS 395 million. As a result of the sale, the Corporation is expected to record an increase in its shareholders’ equity in the amount of about $85 million and the Group’s share will amount to about 52.5%. 6. Subsequent to the balance sheet date, in January 2010, I.C. Green Energy Ltd. (hereinafter – “I.C. Green”) signed an investment agreement with a Chinese company whereby the Chinese company Chinese company will invest about $9.3 million in a subsidiary of I.C. Green – Helufocus Ltd. and I.C. Green invest about $2.3 million. See also Note 12.1.J to the financial statements. I WorldReginfo - 0c4e4683-b92e-437e-952d-5380392fd6d9 Israel Corporation Ltd. Report of the Corporation’s Board of Directors For the Year Ended December 31, 2009 Results of Operations The Corporation finished the current year with income allocable to the holders of its equity rights of about $6 million, compared with income of about $320 million last year. Set forth below are the factors which impacted the results of operations for the year of the report: – Israel Chemicals Ltd. (hereinafter – “ICL”) finished the current year with income of about $770 million compared with income of about $2,004 million last year. – Oil Refineries Ltd. (hereinafter – “ORL”) – finished the current year with income of about $349 million compared with a loss of about $109 million last year. Israel Corporation applies some of the IFRS standards differently than ORL and, therefore, the Corporation relates to ORL’s income as being about $197 million. – ZIM Integrated Shipping Services Ltd. (hereinafter – “ZIM”) finished the current year with a loss of about $432 million compared with a loss of about $331 million last year. – Inkia Energy Ltd. (hereinafter – “Inkia”) finished the year with income of about $59 million compared with a loss of about $6 million last year. – Tower Semiconductor Ltd. (hereinafter – “Tower”) finished the current year (in accordance with IFRS) with a loss of about $115 million, compared with a loss of about $65 million last year. (Last year Tower realized a gain of about $147 million stemming from an arrangement of Tower’s loans with the Corporation and the banks and from the merger transaction with Jazz. Last year Tower also realized a loss of about $121 million due to a write down of equipment). – In the year of account, there was net financing income in the consolidated financial statements, in the amount of about $126 million, compared with net financing expenses in the amount of about $633 million last year. – The financing income/expenses were impacted in the year of account mainly by ZIM’s income stemming from the debt arrangement (a total of about $264 million), change in ZIM’s fuel hedging transactions (a total of about $85 million), revaluation to fair value of financial instruments through the statement of income and a decline in the average interest rate. II WorldReginfo - 0c4e4683-b92e-437e-952d-5380392fd6d9 Israel Corporation Ltd. Report of the Corporation’s Board of Directors For the Year Ended December 31, 2009 Results of Operations (Cont.) Set forth below are the factors which impacted the results of operations for the fourth quarter of the year of the report: – ICL finished the fourth quarter of the current year with income of about $203 million, compared with income of about $176 million in the corresponding quarter last year. – ORL finished the fourth quarter of the current year with income of about $182 million compared with a loss of about $182 million in the corresponding quarter last year.