Kenon Holdings Ltd.

Quarterly Report • Mar 31, 2022

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

March 31, 2022

Commission File Number 001-36761

Kenon Holdings Ltd.

1 Temasek Avenue #37-02B Millenia Tower Singapore 039192 (Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

EXHIBITS 99.1 AND 99.2 TO THIS REPORT ON FORM 6-K ARE INCORPORATED BY REFERENCE IN THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-201716) OF KENON HOLDINGS LTD. AND IN THE PROSPECTUSES RELATING TO SUCH REGISTRATION STATEMENT.

Exhibits

• 99.1 Press Release, dated March 31, 2022: Kenon Holdings Reports Full Year 2021 Results and Announces Plan to Distribute \$10.25 per Share
• 99.2 Financial Information for the Years Ended December 31, 2021 and 2020 of Kenon and OPC and Reconciliation of Certain non-IFRS Financial Information

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

KENON HOLDINGS LTD.

Date: March 31, 2022	By:	/s/ Robert L. Rosen
	Name:	Robert L. Rosen
	Title:	Chief Executive Officer

Exhibit 99.1

Kenon Holdings Reports Full Year 2021 Results and Announces Plan to Distribute \$10.25 per Share

Singapore, March 31, 2022. Kenon Holdings Ltd. (NYSE: KEN, TASE: KEN) ("Kenon") announces its results for 2021 and additional updates.

Q4 and Recent Highlights

Kenon

• Kenon intends to distribute \$10.25 per share (approximately \$550 million in total) to shareholders via capital reduction (subject to shareholder and court approval).
• During March 2022, Kenon completed a sale of 6 million ZIM shares for total consideration of \$463 million. As a result of the sale, Kenon now holds a 20.7% interest in ZIM and remains the largest shareholder in ZIM.

ZIM

• ZIM announced a cash dividend to be paid in April 2022 of \$17.00 per share, representing \$2.0 billion in aggregate. Kenon expects to receive \$503 million (\$478 million net of tax).
• Financial results¹ :
  • ZIM reported net profit in 2021 of \$4.6 billion, as compared to \$0.5 billion in 2020.
  • ZIM reported Adjusted EBITDA² in 2021 of \$6.6 billion, as compared to \$1.0 billion in 2020.

OPC

• Financial results:
  • OPC's revenues in 2021 increased to \$488 million (including \$51 million contributed by CPV), as compared to \$386 million in 2020 (no contribution from CPV).
  • OPC's net loss in 2021 was \$94 million (including the negative impact of \$75 million relating to early repayment of project financing debt, and a net loss of \$47 million contributed by CPV), as compared to net loss of \$13 million in 2020.
  • OPC's Adjusted EBITDA² in 2021 was \$91 million, as compared to \$75 million in 2020. Additionally, in 2021, OPC's share in losses and OPC's proportionate share in EBITDA of CPV associated companies were \$11 million and \$106 million, respectively.

¹ Represents 100% of ZIM's results. Kenon's share of ZIM's results for the year ended December 31, 2021 was 26% (32% for year ended December 31, 2020). 2 Adjusted EBITDA is a non-IFRS measure. See Exhibit 99.2 of Kenon's Form 6-K dated March 31, 2022 for the definition of ZIM's Adjusted EBITDA and OPC's and CPV's Adjusted EBITDA and a reconciliation to their respective net profit for the applicable period.

Discussion of Results for the Year ended December 31, 2021

Kenon's consolidated results of operations from its operating companies essentially comprise the consolidated results of OPC Energy Ltd ("OPC"). Our share of the results of ZIM Integrated Shipping Ltd. ("ZIM") are reflected under results from associated companies.

See Exhibit 99.2 of Kenon's Form 6-K dated March 31, 2022 for a summary of Kenon's consolidated financial information; a summary of OPC's consolidated financial information; a reconciliation of OPC's Adjusted EBITDA (which is a non-IFRS measure) to net profit (loss); summary of financial information of OPC's subsidiaries; and a reconciliation of ZIM's Adjusted EBITDA (which is a non-IFRS measure) to net profit.

OPC

The following discussion of OPC's results of operations is derived from OPC's consolidated financial statements, as translated into US dollars.

Summary Financial Information of OPC

		OPC
	Israel	U.S.	Total	OPC
		2021		2020
		\$ millions
Revenue	437	51	488	386
Cost of sales (excluding depreciation and amortization)	312	25	337	282
Finance expenses, net	116	25	141	50
Share in losses of associated companies, net	-	11	11	-
Loss for the period	(47)	(47)	(94)	(13)
Attributable to:
Equity holders of OPC	(37)	(31)	(68)	(17)
Non-controlling interest	(10)	(16)	(26)	4
Adjusted EBITDA2	104	(13)	91	75
Proportionate share of EBITDA of associated companies	-	106	106	-

Revenue

		For the year ended December 31,
	2021	2020
	\$ millions
Israel
Revenue from sale of energy to private customers	299	275
Revenue from private customers in respect of infrastructure services	92	80
Revenue from sale of surplus energy	28	15
Revenue from sale of steam	18	16
	437	386
U.S.
Revenue from sale of electricity and provision of services in the U.S.	51	-
Total	488	386

OPC's revenue from the sale of electricity to private customers derives from electricity sold at the generation component tariffs, as published by the Israeli Electricity Authority ("EA"), with some discount. Accordingly, changes in the generation component tariffs generally affect the prices paid under Power Purchase Agreements by customers of OPC-Rotem and OPC-Hadera. The weighted-average generation component tariff for 2021, as published by the EA, was NIS 0.2526 per KW hour, which was approximately 5.7% lower than the weighted-average generation component tariff in 2020 of NIS 0.2678 per KW hour. OPC's revenues from sales of steam are linked partly to the price of gas and partly to the Israeli Consumer Price Index.

Set forth below is a discussion of changes in revenues by category between 2021 and 2020.

• Revenue from sale of energy to private customers increased by \$24 million in 2021, as compared to 2020. As OPC's revenue is denominated in NIS, translation of its revenue into US Dollars had a positive impact of \$18 million. Excluding the impact of exchange rate fluctuations, OPC's revenues increased by \$6 million primarily as a result of (i) an \$18 million increase due to a full year of commercial operation of the OPC-Hadera power plant in 2021 and (ii) a \$14 million increase reflecting the commencement of virtual supply in 2021, partially offset by (i) a \$19 million decrease due to a decline in the generation component tariff and (ii) a \$7 million decrease due to decline in energy consumption by OPC-Rotem's customers.
• Revenue from private customers in respect of infrastructure services increased by \$12 million in 2021, as compared to 2020. As OPC's revenue is denominated in NIS, translation of its revenue into US Dollars had a positive impact of \$5 million. Excluding the impact of exchange rate fluctuations, these revenues increased by \$7 million primarily as a result of (i) a \$7 million increase due to 2021 including a full year of commercial operation of the OPC-Hadera power plant in 2021, (ii) a \$4 million increase reflecting the commencement of virtual supply in 2021 and (iii) a \$1 million increase due to a tariff increase for OPC-Rotem's customers, partially offset by (i) a \$2 million decrease due to a decline in infrastructure tariffs for 2021 and (ii) a \$2 million decrease in sale of energy purchased for OPC-Rotem's customers.
• Revenue from sale of surplus energy increased by \$13 million in 2021, as compared to 2020. As OPC's revenue is denominated in NIS, translation of its revenue into US Dollars had a positive impact of \$2 million. Excluding the impact of exchange rate fluctuations, these revenues increased by \$11 million primarily as a result of an increase in sale of energy to the System Operator from (i) the OPC-Hadera power plant of \$10 million and (ii) the OPC-Rotem power plant of \$1 million.
• Revenue from sale of electricity and provision of services in the U.S. reflects revenue of CPV from the completion of the acquisition of CPV in January 2021, which was \$51 million in 2021.

Cost of Sales (Excluding Depreciation and Amortization)

		For the year ended December 31,
	2021	2020
		\$ millions
Israel
Natural gas and diesel oil consumption	153	135
Expenses for infrastructure services	92	80
Expenses for acquisition of energy	32	36
Natural gas transmission	10	10
Operating expenses	25	21
	312	282
U.S.
Operating costs and cost of services in the U.S.	25	-
Total	337	282

• Natural gas and diesel oil consumption – increased by \$18 million in 2021, as compared to 2020. As OPC's cost of sales is denominated in NIS, translation of its cost of sales into US Dollars had a negative impact of \$9 million. Excluding the impact of exchange rate fluctuations, OPC's cost of sales increased by \$9 million primarily as a result of increase in availability from (i) the OPC-Hadera power plant of \$12 million and (ii) the OPC-Rotem power plant of \$11 million, partially offset by (i) a \$9 million decrease due to the decline in gas price as a result of a decline in foreign exchange rate of the dollar versus NIS during the year and (ii) the receipt of \$5 million compensation in respect of a delay in the commercial operation of the Karish reservoir.
• Expenses for infrastructure services – increased by \$12 million in 2021, as compared to 2020. As OPC's cost of sales is denominated in NIS, translation of its cost of sales into US Dollars had a negative impact of \$5 million. Excluding the impact of exchange rate fluctuations, OPC's cost of sales increased by \$7 million primarily as a result of (i) a \$7 million increase due to the full year of commercial operation of the OPC-Hadera power plant in 2021 and (ii) \$4 million reflecting the commencement of virtual supply, partially offset by a \$4 million decrease due to a decline in infrastructure tariffs and decline in energy consumption by OPC-Rotem's customers.
• Expenses for acquisition of energy – decreased by \$4 million in 2021, as compared to 2020. As OPC's cost of sales is denominated in NIS, translation of its cost of sales into US Dollars had a negative impact of \$2 million. Excluding the impact of exchange rate fluctuations, OPC's cost of sales decreased by \$6 million primarily as a result of (i) a \$17 million decrease due to decline in load reductions and increase in availability of the OPC-Rotem power plant and (ii) a \$6 million decrease due to a decline in infrastructure tariffs and decline in energy consumption by OPC-Rotem's customers, partially offset by (i) a \$4 million increase due to additional downtime during the first full year of commercial operation of the OPC-Hadera power plant in 2021 and (ii) a \$14 million increase reflecting the commencement of virtual supply in 2021.
• Operating costs and cost of services in the U.S. – reflects CPV operating costs from the completion of the acquisition of CPV in January 2021, which was \$25 million in 2021.

Finance Expenses, net

Finance expenses, net increased by \$91 million in 2021 primarily as a result of (i) a \$75 million expense due to early repayment of the OPC-Rotem project financing debt, (ii) a \$13 million increase in interest expenses in respect of debentures and the OPC-Hadera senior debt, (iii) a \$12 million increase in financing expenses due to the purchase of the remaining minority stake in a CPV subsidiary, and (iv) an \$8 million increase in interest expenses in respect of CPV loans (including an interest swap contract), partially offset by (i) a \$4 million decrease in interest expenses in as a result of the early repayment OPC-Rotem project financing debt in 2021 as mentioned above, (ii) a \$12 million one-off expense due to early repayment of Series A debentures in 2020 and (iii) \$3 million one-off income from the early debt repayment of a CPV subsidiary.

Share of Profit of Associated Companies, net

The table below sets forth OPC's share of profit of associated companies, net, consisting of five of the six operating plants in which CPV has interests.

		For the year ended December 31,
	2021	2020
	\$ millions
Share in losses of associated companies, net	(11)	-

The result for the year includes losses on changes in fair value of derivative financial instruments totaling \$45 million.

As at December 31, 2021, OPC's proportionate share of debt (including interest payable) of CPV associated companies was \$962 million and proportionate share of cash and cash equivalents was \$2 million.

For further details of the performance of associated companies of CPV, refer to OPC's immediate report published on the Tel Aviv Stock Exchange ("TASE") on March 27, 2022 and the convenience English translations furnished by Kenon on Form 6-K on March 28, 2022.

Liquidity and Capital Resources

As of December 31, 2021, OPC had cash and cash equivalents of \$243 million (excluding restricted cash), restricted cash of \$21 million (including debt service reserves of \$14 million), and total outstanding consolidated indebtedness of \$1,215 million, consisting of \$43 million of short-term indebtedness and \$1,172 million of long-term indebtedness. As of December 31, 2021, a substantial portion of OPC's debt was denominated in NIS.

Tariff Update

On February 1, 2022, the annual update of the electricity tariffs of the EA for 2022 entered into effect, increasing the generation component by 13.6%. On February 27, 2022, the EA proposed to reduce this increase to an expected 9.4%.

ZIM

Discussion of ZIM's Results for 2021

For the year ended December 31, 2021, ZIM's net profit was \$4.6 billion, as compared to \$0.5 billion in 2020. ZIM's Adjusted EBITDA² in 2021 was \$6.6 billion, as compared to \$1.0 billion in 2020. ZIM carried approximately 3,481 thousand TEUs in 2021 representing a 23% increase as compared to 2020, in which ZIM carried approximately 2,841 thousand TEUs. The average freight rate in 2021 was \$2,786 per TEU, as compared to \$1,229 per TEU in 2020.

ZIM's revenues increased by 169% in 2021 to \$10.7 billion, as compared to \$4.0 billion in 2020, primarily due to an increase in revenues from containerized cargo, reflecting increases in both freight rates and carried volume.

Qoros

Updates to Sale of remaining 12% interest

In April 2021, Kenon's subsidiary Quantum (2007) LLC ("Quantum") entered into an agreement with the China-based investor related to the Baoneng Group that holds 63% of Qoros (the "Majority Shareholder") to sell its remaining 12% interest in Qoros for RMB 1.56 billion (approximately \$245 million). The Majority Shareholder has failed to make required payments under this agreement. In the fourth quarter of 2021, Quantum initiated arbitral proceedings against the Majority Shareholder and Baoneng Group with China International Economic and Trade Arbitration Commission. The proceedings are ongoing.

For more information on our agreement to sell our remaining interest in Qoros, and on Qoros' loan agreements and our pledges and guarantees, see our annual report on Form 20-F for the year ended December 31, 2021.

Additional Kenon Updates

Interim dividend for the year ended December 31, 2021

In November 2021, Kenon announced an interim cash dividend of \$3.50 per share (an aggregate amount of \$189 million) relating to the year ended December 31, 2021. This was paid in January 2022.

ZIM dividend

ZIM announced a cash dividend to be paid in April 2022 of \$17.00 per share, representing \$2.0 billion in aggregate. Kenon expects to receive \$503 million (\$478 million net of tax).

Sale of ZIM shares

During March 2022, Kenon completed a sale of 6 million ZIM shares (approximately 5% of ZIM's issued shares) for total consideration of \$463 million. As a result of the sale, Kenon now holds a 20.7% interest in ZIM (20.3% on a fully diluted basis) and remains the largest shareholder in ZIM.

Release of OPC shares from Share Pledge

In March 2022, 53.5 million shares of OPC were released from the pledge of 55 million shares which was put in place in connection with the sale of the Inkia business to support potential indemnity claims, and 1.5 million shares of OPC remain pledged in light of an indemnity claim against a Kenon subsidiary relating to a tax assessment claim in the amount of \$11 million.

Kenon's (Unconsolidated) Liquidity and Capital Resources

As of December 31, 2021, Kenon's unconsolidated cash balance was \$231 million. As of March 30, 2022, Kenon's unconsolidated cash balance, reflecting Kenon's January 2022 interim dividend and the sale of ZIM shares described above, was \$504 million. Following the receipt of the ZIM dividend in April 2022 (net of tax) described above, Kenon expects to have an unconsolidated cash balance of \$982 million. There is no material debt at the Kenon level.

Capital reduction

Kenon will seek shareholder approval for a capital reduction at its forthcoming Annual General Meeting to be held on or about May 19, 2022 (the "2022 AGM") to return share capital amounting to \$10.25 per share (\$552 million in total) (the "Capital Reduction") to Kenon's shareholders, subject to and contingent upon the approval of the High Court of the Republic of Singapore. In connection with the 2022 AGM, Kenon intends to publish on or about April 27, 2022 a proxy and information statement, including further information on the Capital Reduction.

Following the completion of the Capital Reduction, Kenon's share capital is expected to be \$50 million.

Expected Passive Foreign Investment Company ("PFIC") Status for 2022 and Future Taxable Years

For purposes of determining whether we are a PFIC for U.S. federal income tax purposes, we have historically been treated as owning our proportionate share of the businesses and earnings of ZIM as a result of having owned, directly or indirectly, 25% or more (by value) of ZIM's stock. As a result of sale of ZIM shares in March 2022, we are no longer able to treat our proportionate share of ZIM's businesses and earnings as directly owned, which will likely increase the value of our assets that produce, or are held for the production of, passive income. Among other things, we anticipate that we will be treated as a PFIC for U.S. federal income tax purposes for our taxable year ending December 31, 2022 and foreseeable taxable years. However, the application of the PFIC rules is subject to uncertainty in several respects and a separate determination must be made after the close of each taxable year as to whether we were a PFIC for such year. U.S. investors are strongly encouraged to refer to Kenon's Annual Report on Form 20-F for the year ending December 31, 2021 filed with the SEC for further information.

About Kenon

Kenon is a holding company that operates dynamic, primarily growth-oriented businesses. The companies it owns, in whole or in part, are at various stages of development:

• OPC (59% interest) a leading owner, operator and developer of power generation facilities in the Israeli and U.S. power markets;
• ZIM (21% interest) an international shipping company; and
• Qoros (12% interest³) a China-based automotive company.

For further information on Kenon's businesses and strategy, see Kenon's publicly available filings, which can be found on the SEC's website at www.sec.gov. Please also see http://www.kenonholdings.com for additional information.

³ Kenon has agreed to sell its remaining 12% interest to the Majority Shareholder.

Caution Concerning Forward-Looking Statements

This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include statements relating to OPC, including expected tariffs in Israel for 2022, the dividend proposed by ZIM, Kenon's agreement to sell its remaining interest in Qoros, statements about Kenon's expected PFIC status for year 2022 and future taxable years, statements relating to the forthcoming 2022 AGM seeking approval of the Capital Reduction and other statements relating to the Capital Reduction and other non-historical matters. These statements are based on current expectations or beliefs and are subject to uncertainty and changes in circumstances. These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond Kenon's control, which could cause the actual results to differ materially from those indicated in such forwardlooking statements. Such risks include risks related to ZIM and OPC including risks relating to the potential failure to complete the development and reach commercial operation of projects as expected or at all and the timing and ultimate costs of any project reaching commercial operation, including risks related to costs associated with delays or higher costs in reaching commercial operation, risks relating to Qoros including risks relating to Qoros' debt and Kenon's pledges and guarantees relating to Qoros' debt and risks relating to Kenon's agreement to sell its remaining interest in Qoros, including risks relating to payments required to be made to Quantum which have not been made as required, and whether such payments will be received at all, risks relating to meeting the conditions to the obligations under the transaction, including risks relating to regulatory approvals and the requirement that the pledge over the shares to be sold be released and the release of any such payments from the designated account and other risks, risks relating to Kenon, including risks relating to change in its PFIC status for year 2022 and for future taxable years and risks relating to the 2022 AGM and the Capital Reduction, including risks relating to failure to obtain approval from shareholders for the Capital Reduction, failure to obtain approval from the High Court of the Republic of Singapore for the Capital Reduction, whether the Capital Reduction will be paid to shareholders at all, whether Kenon will have sufficient liquidity and capacity to pay the Capital Reduction to shareholders and whether amounts retained by Kenon will be sufficient to meet its cash needs or meet legal requirements,and other risks and factors including those risks set forth under the heading "Risk Factors" in Kenon's Annual Report on Form 20-F filed with the SEC and other filings. Except as required by law, Kenon undertakes no obligation to update these forward-looking statements, whether as a result of new information, future events, or otherwise.

Contact Info

Kenon Holdings Ltd. Mark Hasson Chief Financial Officer markh@kenon-holdings.com Tel: +65 9726 8628

Exhibit 99.2

Financial Information for the Years Ended December 31, 2021 and 2020 of Kenon and OPC and

Reconciliation of Certain non-IFRS Financial Information

Table of Contents

Appendix A: Summary of Kenon's consolidated financial information	2
Appendix B: Summary of OPC's consolidated financial information	8
Appendix C: Definition of OPC's Adjusted EBITDA and non-IFRS reconciliation	10
Appendix D: Summary of financial information of OPC's subsidiaries	11
Appendix E: Definition of ZIM's Adjusted EBITDA and non-IFRS reconciliation	12

Summary Kenon consolidated financial information

Kenon Holdings Ltd. and its subsidiaries

Consolidated Statements of Financial Position as at December 31, 2021 and 2020

	December 31,	December 31,
	2021	2020
	\$ millions
Current assets
Cash and cash equivalents	475	286
Short-term deposits and restricted cash	-	564
Trade receivables	63	48
Short-term derivative instruments	1	-
Other current assets	43	22
Total current assets	582	920
Non-current assets
Investment in ZIM (associated company)	1,354	297
Investment in OPC's associated companies	545	-
Long-term investment (Qoros)	-	235
Long-term deposits and restricted cash	21	72
Long-term derivative instruments	12	-
Deferred taxes, net	49	7
Property, plant and equipment, net	1,126	819
Intangible assets, net	225	1
Long-term prepaid expenses and other non-current assets	57	45
Right-of-use assets, net	98	86
Total non-current assets	3,487	1,562
Total assets	4,069	2,482
Current liabilities
Current maturities of loans from banks and others	38	47
Short-term derivative instruments	9	39
Trade and other payables	171	128
Deferred taxes	21	-
Dividend payable	189	-
Current maturities of lease liabilities	19	14
Total current liabilities	447	228
Non-current liabilities
Long-term loans from banks and others	597	576
Debentures	575	296
Deferred taxes, net	125	94
Other non-current liabilities	29	1
Long-term derivative instruments	-	7
Long-term lease liabilities	15	4
Total non-current liabilities	1,341	978
Total liabilities	1,788	1,206
Equity
Share capital	602	602
Translation reserve	26	16
Capital reserve	26	(11)
Accumulated profit	1,140	460
Equity attributable to owners of the Company	1,794	1,067
Non-controlling interests	487	209
Total equity	2,281	1,276
Total liabilities and equity	4,069	2,482

Kenon Holdings Ltd. and its subsidiaries

Consolidated Statements of Profit or Loss for the years ended December 31, 2021 and 2020

	For the year ended December 31,
	2021	2020
	\$ millions
Revenue	488	386
Cost of sales and services (excluding depreciation and amortization)	(337)	(282)
Depreciation and amortization	(53)	(33)
Gross profit	98	71
Selling, general and administrative expenses	(76)	(50)
Other income	-	2
Operating profit	22	23
Financing expenses	(144)	(51)
Financing income	3	14
Financing expenses, net	(141)	(37)
(Losses)/gains related to Qoros	(251)	310
Gains related to ZIM	-	44
Share in profit/(losses) of associated companies, net
- ZIM	1,261	167
OPC's associated companies -	(11)	-
- Qoros	-	(6)
Profit before income taxes	880	501
Income tax expense	(5)	(5)
Profit for the period from continuing operations	875	496
Profit for the period from discontinued operations	-	8
Profit for the period	875	504
Attributable to:
Kenon's shareholders	930	507
Non-controlling interests	(55)	(3)
Profit for the period	875	504
Basic/diluted profit per share attributable to Kenon's shareholders (in dollars):
Basic/diluted profit per share	17.27	9.41
Basic/diluted profit per share from continuing operations	17.27	9.25
Basic/diluted profit per share from discontinued operations	-	0.16

Kenon Holdings Ltd. and its subsidiaries

Consolidated Statements of Cash Flows for the years ended December 31, 2021 and 2020

		For the year ended December 31,
	2021	2020
	\$ millions
Cash flows from operating activities
Profit for the period	875	504
Adjustments:
Depreciation and amortization	58	34
Financing expenses, net	141	37
Share in profit of associated companies, net	(1,250)	(161)
Losses/(gains) related to Qoros	251	(310)
Gains related to ZIM	-	(44)
Gain on sale of property, plant and equipment	-	(1)
Recovery of retained claims, net	-	(10)
Share-based payments	18	1
Income tax expense	5	7
	98	57
Change in trade and other receivables	(1)	(10)
Change in trade and other payables	-	45
	97	92
Dividends received from associated companies	143	-
Net cash provided by operating activities	240	92

Kenon Holdings Ltd. and its subsidiaries

Consolidated Statements of Cash Flows for the years ended December 31, 2021 and 2020, continued

	For the year ended December 31,
	2021	2020
	\$ millions
Cash flows from investing activities
Short-term deposits and restricted cash, net	558	(503)
Investment in long-term deposits, net	52	8
Long-term advance deposits and prepaid expenses	(7)	(58)
Long-term loan to an associate	(5)	-
Acquisition of subsidiary, less cash acquired	(659)	-
Income tax paid	-	(32)
Acquisition of associated company, less cash acquired	(9)	-
Acquisition of property, plant and equipment	(231)	(74)
Acquisition of intangible assets	(1)	-
Reimbursement of right-of-use asset	5	-
Interest received	-	1
Deferred consideration in respect of acquisition of subsidiary	-	(14)
Payment of transactions in derivatives, net	(6)	(4)
Proceeds from sale of and distribution from associated companies	47	-
Proceeds from deferred payment	-	218
Proceeds from sale of interest in ZIM	67	-
Proceeds from sale of interest in Qoros	-	220
(Payment)/recovery of financial guarantee	(16)	6
Recovery of retained claims	-	10
Net cash used in investing activities	(205)	(222)
Cash flows from financing activities
Dividends paid to holders of non-controlling interests	(10)	(12)
Dividends paid	(100)	(120)
Investments of holders of non-controlling interests in the capital of a subsidiary	197	-
Costs paid in advance in respect of taking out of loans	(5)	(9)
Payment of early redemption commission with respect to the debentures	(76)	(11)
Payment in respect of derivative financial instruments, net	(14)	-
Proceeds from issuance of share capital by a subsidiary to non-controlling interests, net of issuance expenses	142	217
Proceeds from long-term loans	343	73
Proceeds from issuance of debentures, net of issuance expenses	263	281
Repayment of long-term loans, debentures and lease liabilities	(562)	(130)
Acquisition of non-controlling interests	-	(8)
Interest paid	(31)	(25)
Net cash provided by financing activities	147	256
Increase in cash and cash equivalents	182	126
Cash and cash equivalents at beginning of the year	286	147
Effect of exchange rate fluctuations on balances of cash and cash equivalents	7	13
Cash and cash equivalents at end of the period	475	286

Information regarding reportable segments

Information regarding activities of the reportable segments are set forth in the following table.

	For the year ended December 31, 2021
	OPC Israel	CPV Group	ZIM	Quantum*	Other	Consolidated Results
Revenue	437	51	-	\$ millions -	-	488
Depreciation and amortization	(44)	(13)	-	-	(1)	(58)
Financing income	3	-	-	-	-	3
Financing expenses	(119)	(25)	-	-	-	(144)
Losses related to Qoros	-	-	-	(251)	-	(251)
Share in (losses)/profit of associated companies	-	(11)	1,261	-	-	1,250
(Loss)/profit before taxes	(57)	(61)	1,261	(251)	(12)	880
Income tax benefit/(expense)	10	14	-	-	(29)	(5)
(Loss)/profit after taxes	(47)	(47)	1,261	(251)	(41)	875

* Owner of interest in Qoros.

		For the year ended December 31, 2020
	OPC Israel	ZIM	Quantum* \$ millions	Other	Consolidated Results
Revenue	386	-	-	-	386
Depreciation and amortization	(34)	-	-	-	(34)
Financing income	-	-	-	14	14
Financing expenses	(50)	-	-	(1)	(51)
Gains related to Qoros	-	-	310	-	310
Gains related to ZIM	-	44	-	-	44
Share in profit/(losses) of associated companies	-	167	(6)	-	161
(Loss)/profit before taxes	(9)	211	304	(5)	501
Income tax expense	(4)	-	-	(1)	(5)
(Loss)/profit after taxes	(13)	211	304	(6)	496

* Owner of interest in Qoros.

Information regarding associated companies

		Carrying amounts of investment in associated companies as at	Equity in the net profit / (losses) of associated companies for the year ended
	December 31, 2021	December 31, 2020	December 31, 2021	December 31, 2020 \$ millions
		\$ millions
CPV Fairview LLC	173	-	1	-
CPV Maryland LLC	61	-	3	-
CPV Shore Holdings LLC	75	-	10	-
CPV Towantic LLC	112	-	5	-
CPV Valley Holdings LLC	58	-	(29)	-
CPV Three Rivers LLC	64	-	(1)	-
Others	2	-	-	-
	545	-	(11)	-
ZIM	1,354	297	1,261	167
Qoros*	-	-	-	(6)
	1,899	297	1,250	161

*Qoros was accounted for as an associated company until April 2020, when we reduced our interest in Qoros from 24% to 12%.

Appendix B

Summary of OPC consolidated financial information

OPC's Consolidated Statements of Profit or Loss

		For the year ended December 31,
	2021	2020
	\$ millions
Revenue	488	386
Cost of sales (excluding depreciation and amortization)	(337 )	(282 )
Depreciation and amortization	(53 )	(33 )
Gross profit	98	71
Selling, general and administrative expenses	(64 )	(30 )
Operating profit	34	41
Financing expenses	(144 )	(50 )
Financing income	3
Financing expenses, net	(141 )	(50 )
Share in losses of associated companies, net	(11 )	-
Loss before income taxes	(118 )	(9 )
Income tax benefit/(expense)	24	(4 )
Loss for the period	(94 )	(13 )
Attributable to:
Equity holders of the company	(68 )	(17 )
Non -controlling interest	(26 )	4
Loss for the period	(94 )	(13 )

Summary Data from OPC's Consolidated Statement of Cash Flows

	For the year ended December 31,
	2021	2020
	\$ millions
Cash flows provided by operating activities	119	105
Cash flows used in investing activities	(256)	(644)
Cash flows provided by financing activities	311	478
Increase/(decrease) in cash and cash equivalents	174	(61)
Cash and cash equivalents at end of the period	243	62

Summary Data from OPC's Consolidated Statement of Financial Position

	As at
	December 31, 2021	December 31, 2020
	\$ millions
Total financial liabilities1	1,215	921
Total monetary assets2	264	698
Investment in associated companies	545	-
Total equity attributable to the owners	730	520
Total assets	2,488	1,734

1. Including loans from banks and others and debentures

2. Including cash and cash equivalents, term deposits and restricted cash

Appendix C

Definition of OPC's Adjusted EBITDA and share of EBITDA of its associated companies and non-IFRS reconciliation

This press release, including the financial tables, presents OPC's Adjusted EBITDA and share of EBITDA of its associated companies, which are non-IFRS financial measures.

OPC defines EBITDA as for each period as net profit before depreciation and amortization, financing expenses, net, and income tax expense, and Adjusted EBITDA as for each period as net profit before depreciation and amortization, financing expenses, net, income tax expense and share of losses of associated companies, net. EBITDA and Adjusted EBITDA are not recognized under IFRS or any other generally accepted accounting principles as a measure of financial performance and should not be considered as a substitute for net profit or loss, cash flow from operations or other measures of operating performance determined in accordance with IFRS. EBITDA and Adjusted EBITDA are not intended to represent funds available for dividends or other discretionary uses because those funds may be required for debt service, capital expenditures, working capital and other commitments and contingencies. There are limitations that impair the use of EBITDA and Adjusted EBITDA as measures of OPC's profitability since it does not take into consideration certain costs and expenses that result from OPC's business that could have a significant effect on net profit, such as financial expenses, taxes, and depreciation and amortization.

OPC believes that the disclosure of Adjusted EBITDA and share of EBITDA of its associated companies provide transparent and useful information to investors and financial analysts in their review of the company's, or its subsidiaries', or its associated companies' operating performance and in the comparison of such operating performance to the operating performance of other companies in the same industry or in other industries that have different capital structures, debt levels and/or income tax rates.

Set forth below are reconciliations of OPC's net profit to Adjusted EBITDA and share of net profit to share of EBITDA of its associated companies for the periods presented. Other companies may calculate EBITDA and Adjusted EBITDA differently, and therefore this presentation of EBITDA and Adjusted EBITDA may not be comparable to other similarly titled measures used by other companies.

	For the year ended December 31,
	2021	2020
	\$ millions
Net loss for the period	(94)	(13)
Depreciation and amortization	57	34
Financing expenses, net	141	50
Share in losses of associated companies, net	11	-
Income tax (benefit)/expense	(24)	4
Adjusted EBITDA	91	75
Proportionate share of EBITDA of associated companies	106	-
		For the year ended December 31, 2021
		\$ millions Total
Share in losses of associated companies, net		(11)
Share of depreciation and amortization		39
Share of financing expenses, net		78
Proportionate share of EBITDA of associated companies		106

Appendix D

Summary Financial Information of OPC's Subsidiaries

The tables below set forth debt, cash and cash equivalents, and debt service reserves for OPC's subsidiaries as of December 31, 2021 and December 31, 2020 (in \$ millions):

As at December 31, 2021	OPC Energy	OPC-Rotem	OPC-Hadera	OPC-Tzomet	CPV Keenan	Others	Total
Debt (including accrued interest)	588	73	219	170	98	67	1,215
Cash and cash equivalents	86	17	8	24	1	107	243
Debt service reserves (out of restricted cash)	-	-	14	-	-	-	14
Other restricted cash	5	-	1	-	-	1	7
As at December 31, 2020		OPC Energy	OPC-Rotem		OPC-Hadera	Others	Total
Debt (including accrued interest)		305		341	217	58	921
Cash and cash equivalents and short-term deposits		511		38	1	12	562
Debt service reserves (out of restricted cash)			8	24	14	-	46
Other restricted cash		72		15	3	-	90
		11

Appendix E

Definition of ZIM's Adjusted EBITDA and non-IFRS reconciliation

This press release, including the financial tables, presents ZIM's Adjusted EBITDA, which is a non-IFRS financial measure.

ZIM defines Adjusted EBITDA as for each period as net profit before depreciation and amortization, financing expenses, net, income tax expense, and non-recurring expenses, which may include impairment of assets, non-cash charter hire expenses, capital gains/losses beyond the ordinary course of business and expenses related to legal contingencies. Adjusted EBITDA is not recognized under IFRS or any other generally accepted accounting principles as a measure of financial performance and should not be considered as a substitute for net profit or loss, cash flow from operations or other measures of operating performance determined in accordance with IFRS. Adjusted EBITDA is not intended to represent funds available for dividends or other discretionary uses because those funds may be required for debt service, capital expenditures, working capital and other commitments and contingencies. There are limitations that impair the use of Adjusted EBITDA as a measure of ZIM's profitability since it does not take into consideration certain costs and expenses that result from ZIM's business that could have a significant effect on net profit, such as financial expenses, taxes, and depreciation and amortization.

ZIM believes that the disclosure of Adjusted EBITDA enables the comparison of operating performance between periods on a consistent basis. This measure should not be considered in isolation, or as a substitute for operating income, any other performance measure, or cash flow data, which were prepared in accordance with IFRS as measures of profitability or liquidity. In addition, non-IFRS financial measures may not be comparable to similarly titled measures reported by other companies, due to differences in the way these measures are calculated.

Set forth below is a reconciliation of ZIM's net profit to Adjusted EBITDA for the periods presented.

		For the year ended December 31,
	2021	2020
		\$ millions
Net profit for the period	4,649	524
Depreciation and amortization	780	314
Financing expenses, net	157	181
Income tax expense	1,010	17
EBITDA	6,596	1,036
Non-recurring expenses	1	-
Adjusted EBITDA	6,597	1,036