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Kenon Holdings Ltd.

Quarterly Report Nov 27, 2017

6878_rns_2017-11-27_d9412970-fee1-480e-bb45-9ab6c60b415b.pdf

Quarterly Report

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF A FOREIGN ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 OF THE SECURITIES EXCHANGE ACT OF 1934

November 27, 2017

Commission File Number 001-36761

Kenon Holdings Ltd.

1 Temasek Avenue #36-01 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 whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes ☐ No ☒

If ''Yes'' is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):

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 November 27, 2017: Kenon Holdings Reports Q3 2017 Results and Additional Updates
  • 99.2 Q3 2017 Summary Financial Information for Kenon, IC Power and Qoros 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: November 27, 2017 By: /s/ Barak Cohen

Name: Barak Cohen Title: Co-Chief Executive Officer

KENON HOLDINGS LTD.

By: /s/ Robert L. Rosen Name: Robert L. Rosen Title: Co-Chief Executive Officer

Exhibit 99.1

Kenon takes a key step in exercising its strategy since inception to realize value for its shareholders announcing sale of IC Power's assets in Latin America

Kenon Holdings Reports Third Quarter 2017 Results and Additional Updates

Singapore, November 27, 2017. Kenon Holdings Ltd. (NYSE: KEN, TASE: KEN) ("Kenon") announces its results for Q3 2017 and additional updates on its businesses.

Key Highlights

IC Power

  • On November 26, 2017, Kenon announced that Inkia Energy Limited ("Inkia") has entered into an agreement to sell all of its Latin American and Caribbean businesses for cash consideration of \$1,177 million plus excess proportionally consolidated group cash at closing above \$49.9 million (as of September 30, 2017, Inkia's proportionally consolidated group cash was approximately \$192 million) to I-Squared Capital, an infrastructure private equity firm. The sale is part of Kenon's strategy to provide its shareholders with direct access to its businesses, including through monetization of its businesses. The transaction is subject to closing conditions.
  • IC Power's revenues in Q3 2017 increased by 18% to \$577 million, as compared to \$490 million in Q3 2016.
  • IC Power's net loss attributable to Kenon in Q3 2017 was \$1 million, as compared to net income of \$1 million in Q3 2016. IC Power's net income attributable to Kenon (excluding finance expenses due to intercompany loans owing to Kenon)1 in Q3 2017 was \$2 million as compared to \$5 million during Q3 2016.
  • IC Power's Adjusted EBITDA2 in Q3 2017 increased by 7% to \$135 million, as compared to \$126 million in Q3 2016.
  • Between August and November 2017, IC Power refinanced \$1,100 million of its debt:
    • In August 2017, CDA issued senior unsecured notes in an aggregate principal amount of \$650 million. The notes accrue interest at a rate of 4.125% and will mature in August 2027. The proceeds of the notes were used to repay certain of CDA's existing indebtedness, related costs and shareholder loans.
    • In November 2017, Inkia issued senior unsecured notes in an aggregate principal amount of \$450 million. The notes accrue interest at a rate of 5.875% and will mature in November 2027. The proceeds from this issuance were used to refinance Inkia's 8.375% notes due 2021.

1 Net income excluding finance expenses due to intercompany loans owing to Kenon is a non-IFRS measure. IC Power's finance expenses due to intercompany notes owing to Kenon were \$3 million and \$4 million in Q3 2017 and Q3 2016, respectively.

2 Adjusted EBITDA is a non-IFRS measure. See Exhibit 99.2 of Kenon's Form 6-K dated November 27, 2017 for the definition of IC Power's Adjusted EBITDA and a reconciliation to IC Power's, and each of its segments', net income.

Qoros

• In Q2 2017, a new China-based investor entered into an investment agreement that provides for the new investor investing approximately RMB6.5 billion (approximately \$977 million)3 in Qoros for a controlling interest, subject to conditions, including regulatory approvals and completion of regulatory processes.

In connection with the contemplated investment, the new investor has advanced funds to Qoros in a total amount of RMB1.05 billion (approximately \$158 million) to date, and, together with its affiliates, has also deposited substantial funds into certain designated accounts (which accounts are subject to contractual restrictions), including certain amounts that may be used to support certain funding needs of Qoros prior to the closing of the transaction, subject to certain contractual limitations.

Discussion of Results for the Three Months Ended September 30, 2017

Kenon's consolidated results of operations from its operating companies essentially comprise the consolidated results of IC Power Ltd. ("IC Power"). The results of Qoros Automotive Co., Ltd. ("Qoros") and ZIM Integrated Shipping Ltd. ("ZIM") are reflected under results from associates.

See Exhibit 99.2 of Kenon's Form 6-K dated November 27, 2017, for summary consolidated financial information for Kenon, IC Power and Qoros and a reconciliation of non-IFRS measures to the nearest IFRS measure.

IC Power

IC Power's segments are Generation and Distribution. IC Power's Generation business is further segmented by geography: Peru, Israel, Central America and Other.

The following discussion of IC Power's results of operations is derived from IC Power's consolidated financial statements.

Summary Financial Information of IC Power by Segment

Three Months Ended September 30, 2017
(\$ millions)
Generation Distribution Adjustments Total
Central
Peru Israel America Other1 Guatemala
Revenues 224 97 74 41 141 - 577
Cost of Sales2 (153) (69) (52) (27) (117) - (418)
Net Income (loss) (3) 11 11 (21) (1) 2 (1)
Adjusted EBITDA 66 26 21 9 13 - 135
Three Months Ended September 30, 2016
(\$ millions)
Generation Distribution Adjustments Total
Central
Peru Israel America Other1 Guatemala
Revenues 138 89 83 43 137 - 490
Cost of Sales2 (81) (66) (65) (28) (108) - (348)
Net Income (loss) 11 7 - (26) 12 2 6
Adjusted EBITDA 59 24 15 5 23 - 126

1 IC Power's Other segment includes the results of certain of IC Power's generation assets. In addition, IC Power's Other segment also includes expenses and other adjustments relating to its headquarters and intermediate holding companies, including amortization of purchase price allocations recorded in connection with IC Power's acquisition of Energuate, which allocations were recorded by Inkia, one of IC Power's intermediate holding companies.

2 Excludes depreciation and amortization.

3 Convenience translations of RMB amounts into US Dollars use a rate of 6.65:1.

  • Revenues—\$577 million in Q3 2017, as compared to \$490 million in Q3 2016. The increase was primarily due to (1) the commencement of commercial operations of CDA (Peru segment) in August 2016; (2) higher revenues in Samay I as a result of the higher dispatch; (3) higher revenues in OPC-Rotem due to higher electricity tariffs; and (4) higher revenues in Energuate as a result of the appreciation in the Guatemalan Quetzal against the US Dollar;
  • Cost of sales—\$418 million in Q3 2017, as compared to \$348 million in Q3 2016, primarily as a result of the commencement of commercial operations of CDA and higher fuel expenses in Samay I as a result of the plant's dispatch;
  • Net income—\$1 million net loss in Q3 2017, as compared to a \$6 million net income in Q3 2016. The decrease was primarily a result of the recognition of \$33 million in refinancing expenses relating to Kallpa's notes issued in Q3 2017, as discussed below;

IC Power's net loss attributable to Kenon in Q3 2017 was \$1 million, as compared to net income of \$1 million in Q3 2016. IC Power's net income attributable to Kenon (excluding finance expenses due to intercompany loans owing to Kenon) in Q3 2017 was \$2 million as compared to \$5 million during Q3 2016; and

Adjusted EBITDA—\$135 million in Q3 2017, as compared to \$126 million in Q3 2016, primarily due to the factors discussed above, partially offset by Energuate's lower margins, as discussed below.

A discussion of revenues, cost of sales, net income and Adjusted EBITDA for IC Power's generation business by segment for Q3 2017, as compared to Q3 2016, is as follows:

Generation - Peru Segment

Three Months Ended September 30, 2017
Entity Ownership
Interest
(%)
Revenues Cost of
Sales
Adjusted
EBITDA
Net
Income (loss)
(\$ millions)
Kallpa1 75 \$ 151 \$ 86 \$ 54 \$ (5)
Samay I 75 73 67 12 2
TOTAL \$ 224 \$ 153 \$ 66 \$ (3)
Three Months Ended September 30, 2016
Ownership
Net
Interest
Cost of
Adjusted
Income
(%)
Revenues
Sales
(loss)
EBITDA
(\$ millions)
Entity
Kallpa1 75 \$ 123 \$ 74 \$ 53 \$ 14
Samay I 75 15 7 6 (3)
TOTAL \$ 138 \$ 81 \$ 59 \$ 11

1 Kallpa merged with CDA in August 2017, with the surviving entity renamed Kallpa Generación SA.

  • Revenues—\$224 million in Q3 2017, as compared to \$138 million in Q3 2016, primarily as a result of (1) a \$58 million increase in Samay I's energy sales due to the plant's higher dispatch as a result of the delay in the construction of a transmission line in Peru and unavailability of certain plants; and (2) the contribution to revenues of CDA as a result of its commencement of commercial operations in August 2016;
  • Cost of sales—\$153 million in Q3 2017, as compared to \$81 million in Q3 2016, primarily as a result of (1) an increase in Samay I's cost of sales due to higher fuel expenses, partially offset by a \$3 million decrease in Samay I's cost of sales as a result of an accrual related to the plant's unavailability recorded in Q3 2016; and (2) the contribution of cost of sales from CDA as a result of its commencement of commercial operations;
  • Other income—\$2 million in Q3 2017, as compared to \$12 million in Q3 2016. The decrease was primarily due to the receipt of \$7 million in compensation as a result of the early termination of a Kallpa power purchase agreement ("PPA") in August 2016;
  • Net income—\$3 million net loss in Q3 2017, as compared to \$11 million net income in Q3 2016, primarily as a result of the recognition of \$33 million in refinancing expenses related to the issuance of Kallpa's notes due 2027. This decrease was partially offset by a \$9 million decrease in Kallpa's tax expense; and
  • Adjusted EBITDA—\$66 million in Q3 2017, as compared to \$59 million in Q3 2016, primarily as a result of the \$6 million increase in Samay I's Adjusted EBITDA, due to fines incurred by Samay I in Q3 2016 as a result of the plant's unavailability, which were not incurred in Q3 2017.

Generation - Israel Segment

Three Months Ended September 30, 2017
Entity Ownership
Interest
(%)
Revenues Cost of
Sales
Adjusted
EBITDA
(\$ millions)
Net
Income(loss)
OPC-Rotem 611 \$ 93 \$ 65 \$ 26 \$ 12
OPC-Hadera 761 4 4 - (1)
TOTAL \$ 97 \$ 69 \$ 26 \$ 11
Three Months Ended September 30, 2016 Net
Ownership
Interest
Cost of Adjusted
Entity (%) Revenues Sales EBITDA Income
(\$ millions)
OPC-Rotem 801 \$ 83 \$ 62 \$ 23 \$ 7
OPC-Hadera 1001 6 4 1 -
TOTAL \$ 89 \$ 66 \$ 24 \$ 7
  1. Prior to OPC's IPO in August 2017, IC Power, through its subsidiary OPC, indirectly owned 80% of OPC-Rotem and 100% of OPC-Hadera. Following the OPC IPO, IC Power's indirect ownership in OPC-Rotem and OPC-Hadera was diluted to 61% and 76%, respectively.

  2. Revenues—\$97 million in Q3 2017, as compared to \$89 million in Q3 2016, primarily as a result of a \$10 million increase in OPC-Rotem's revenues as a result of a 12% increase in OPC-Rotem's average energy selling price, due to new electricity tariffs introduced by the Israeli Electricity Authority ("EA") in January 2017, as well as the appreciation in the Israeli Shekel against the US Dollar;

  3. Cost of sales—\$69 million in Q3 2017, as compared to \$66 million in Q3 2016. The increase in electricity tariffs did not impact the price of OPC's natural gas supply;
  4. Net income—\$11 million in Q3 2017, as compared to \$7 million in Q3 2016; and
  5. Adjusted EBITDA—\$26 million in Q3 2017, as compared to \$24 million in Q3 2016, primarily due to the increase in OPC-Rotem's revenues as described above, partially offset by (1) a \$1 million increase in general and administrative costs, primarily due to a grant related to OPC's IPO in August 2017; and (2) a \$1 million decrease in other income, resulting from a contribution to income in Q3 2016 related to the revision of a derivative.

Generation - Central America Segment

Three Months Ended September 30, 2017
Entity (Country) Ownership
Interest
(%)
Revenues Cost of
Sales
Adjusted
EBITDA
Net
Income
(\$ millions)
ICPNH (Nicaragua) 61-65 25 18 8 3
Nejapa and Cenérgica (El Salvador) 100 21 15 5 3
Kanan (Panama) 100 18 10 7 5
Puerto Quetzal (Guatemala) 100 8 7 1 -
Guatemel (Guatemala) 100 2 2 - -
TOTAL \$
74
\$
52
\$
21
\$
11
Three Months Ended September 30, 2016
Entity (Country) Ownership
Interest
(%)
Revenues Cost of
Sales
Adjusted
EBITDA
Net
Income
(loss)
(\$ millions)
ICPNH (Nicaragua) 61-65 23 17 5 -
Nejapa and Cenérgica (El Salvador) 100 29 23 5 3
Kanan (Panama) 100 16 15 2 (4)
Puerto Quetzal (Guatemala) 100 17 13 3 1
Guatemel (Guatemala) 100 2 1 - -
Eliminations (4) (4) - -
TOTAL \$
83
\$
65
\$
15
\$
-
  • Revenues—\$74 million in Q3 2017, as compared to \$83 million in Q3 2016. The decrease in revenues was primarily due to the termination and non-renewal of certain PPAs during 2017 in Puerto Quetzal and Cenérgica. This decrease was partially offset by an increase in the revenues of ICPNH and Kanan due to higher HFO prices;
  • Cost of sales—\$52 million in Q3 2017, as compared to \$65 million in Q3 2016, primarily as a result of (1) a decrease in Cenérgica's energy purchases and Puerto Quetzal's fuel expenses as a result of the lower energy sales due to the expiration of certain PPAs; and (2) a decrease in Kanan's cost of sales mainly due to the reversal of a \$2 million accrual for costs related to the fire at the Kanan plant;
  • Net income—\$11 million net income in Q3 2017, as compared to nil in Q3 2016, primarily due to the higher margin as described above and a \$5 million decrease in Kanan's depreciation expenses due to several asset write-offs as a result of the fire at the Kanan plant (as discussed further in "—Update on Kanan Plant"); and
  • Adjusted EBITDA—\$21 million in Q3 2017, as compared to \$15 million in Q3 2016, primarily due to the factors discussed above and a \$2 million increase in other income registered at Kanan due to civil works carried out by the company for a local distribution company.

Generation - Other Segment

Three Months Ended September 30, 2017
Entity (Country) Ownership
Interest
(%)
Revenues Cost of
Sales
Adjusted
EBITDA
Net
Income (loss)
(\$ millions)
COBEE (Bolivia) 100 9 3 5 2
Central Cardones (Chile) 87 2 - 2 1
Colmito (Chile) 100 6 4 - -
CEPP (Dominican Republic) 97 8 8 2 -
JPPC (Jamaica) 100 15 12 2 1
RECSA (Guatemala) 100 - - - -
IC Power Distribution Holdings (non-operating holdco) 100 - - - -
Inkia & Other (non-operating holdcos) 100 1 - (1) (14)
IC Power, OPC & Other (non-operating holdcos) 100 - - (1) (9)
Eliminations/Adjustments - - - (2)
TOTAL \$
41
\$
27
\$
9
\$
(21)
Three Months Ended September 30, 2016
Entity (Country) Ownership
Interest
(%)
Revenues Cost of
Sales
Adjusted
EBITDA
Net
Income
(loss)
(\$ millions)
COBEE (Bolivia) 100 8 4 3 1
Central Cardones (Chile) 87 3 1 2 -
Colmito (Chile) 100 5 5 1 1
CEPP (Dominican Republic) 97 9 7 1 1
JPPC (Jamaica) 100 13 9 2 1
Surpetroil (Colombia)1 60 3 2 (1) (1)
RECSA (Guatemala) 100 1 - (1) -
IC Power Distribution Holdings (non-operating holdco) 100 - - - (2)
Inkia & Other (non-operating holdcos) 100 1 - (1) (16)
IC Power, OPC & Other (non-operating holdcos) 100 - - (1) (9)
Eliminations - - - (2)
TOTAL \$
43
\$
28
\$
5
\$
(26)

1 In April 2017, IC Power sold its 60% interest in Surpetroil.

  • Revenues—\$41 million in Q3 2017, as compared to \$43 million in Q3 2016, primarily as a result of a \$3 million decrease in revenues due to the sale of Surpetroil in April 2017. This effect was partially offset by a \$1 million increase in COBEE's revenues as a result of higher energy sales to the spot market due to higher dispatch as a result of the unavailability of certain thermal plants;
  • Cost of sales—\$27 million in Q3 2017, as compared to \$28 million in Q3 2016, primarily as a result of a \$2 million decrease in cost of sales due to the sale of Surpetroil;
  • Net loss—\$21 million in Q3 2017, as compared to \$26 million in Q3 2016, primarily due to (1) a \$2 million decrease in finance expenses in ICPDH, as ICPDH's \$120 million Credit Agreement (which was entered in connection with IC Power's acquisition of Energuate in January 2016) was repaid in Q2 2017; (2) a \$2 million decrease in holding companies' expenses; and (3) no losses registered by Surpetroil in Q3 2017 as compared to a \$1 million loss registered in Q3 2016; and
  • Adjusted EBITDA—\$9 million in Q3 2017, as compared to \$5 million in Q3 2016, primarily due to a higher margin in COBEE and negative EBITDA registered in Surpetroil in Q3 2016.

Distribution Segment

Three Months Ended September 30, 2017
Entity Ownership
Interest
(%)
Revenues Cost of
Sales
Adjusted
EBITDA
Net
Income (loss)
(\$ millions)
DEORSA 93 \$ 63 \$ 51 \$ 7 \$ 1
DEOCSA 91 78 66 6 (2)
TOTAL \$ 141 \$ 117 \$ 13 \$ (1)
Three Months Ended September 30, 2016
Ownership
Interest
Cost of Adjusted Net
Entity (%) Revenues Sales EBITDA Income
(\$ millions)
DEORSA 93 \$ 60 \$ 48 \$ 11 \$ 5
DEOCSA 91 77 60 12 7
TOTAL \$ 137 \$ 108 \$ 23 \$ 12
  • Revenues—\$141 million in Q3 2017, as compared to \$137 million in Q3 2016, primarily due to (1) a 3% appreciation in the Guatemalan Quetzal against the US Dollar; and (2) higher energy sales as a result of a 1% increase in energy sales prices in Q3 2017, as compared to Q3 2016;
  • Cost of sales—\$117 million in Q3 2017, as compared to \$108 million in Q3 2016, primarily due to (1) the appreciation in the Guatemalan Quetzal against the US Dollar; and (2) an increase in Energuate's energy purchase expenses, due to a 3% increase in energy purchase prices and higher volume of energy purchased as a result of an increase in energy losses to 20.3% during Q3 2017 as compared to 18.5% in Q3 2016;
  • Net income—\$1 million net loss in Q3 2017, as compared to \$12 million net income in Q3 2016, primarily due to higher finance expenses as a result of higher outstanding debt, and lower EBITDA; and
  • Adjusted EBITDA—\$13 million in Q3 2017, as compared to \$23 million in Q3 2016, primarily due to the factors discussed above and (1) a \$3 million increase in general and administrative expenses during Q3 2017 due to higher labor costs and higher municipality bad debt accruals; and (2) a \$2 million decrease in other income as a result of higher asset retirement expenses.

Capital Expenditures

IC Power's capital expenditures were \$59 million in Q3 2017, including \$43 million in capital expenditures for maintenance of existing facilities (which included \$9 million for Energuate) and \$16 million in capital expenditures for construction of the OPC-Hadera plant.

Liquidity and Capital Resources

As of September 30, 2017, IC Power had cash and cash equivalents of \$429 million, no short-term deposits, restricted cash of \$50 million, and total outstanding consolidated indebtedness of \$3,310 million (excluding \$115 million intercompany debt owed to Kenon), consisting of \$225 million of short-term indebtedness, including the current portion of long-term indebtedness, and \$3,085 million of long-term indebtedness.

IC Power's net debt, excluding the consolidated net debt of Inkia and OPC Energy Ltd., and excluding intercompany debt owed to Kenon, as of September 30, 2017, was \$65 million. For further information on IC Power's financial information, see Appendix E below.

As of September 30, 2017, Inkia's proportionally consolidated group cash was approximately \$192 million.

Between August and November 2017, IC Power refinanced \$1,100 million of its debt (as discussed further in "Business Developments—Latin America— Issuance of Bonds by Inkia" and "Business Developments—Latin America— Issuance of Bonds by CDA").

Business Developments—Latin America

Update on sale of IC Power's businesses in Latin America

On November 26, 2017, Kenon announced that Inkia, a wholly-owned subsidiary of IC Power, entered into an agreement (the "SPA") to sell all of its Latin American and Caribbean businesses (the "LatAm Businesses") for cash consideration of \$1,177 million (before transaction costs, taxes and certain other expenses), plus excess proportionally consolidated group cash at closing above \$49.9 million )as of September 30, 2017, Inkia's proportionally consolidated group cash was approximately \$192 million) to I Squared Capital, an infrastructure private equity firm.

The initial purchase price is subject to a number of adjustments, including for changes in working capital and outstanding debt at closing compared to June 30, 2017, and an upward adjustment to the extent Inkia's proportionally consolidated group cash exceeds \$49.9 million.

As part of the transaction, the buyer will also assume Inkia's \$450 million notes, issued in November 2017.

The sale is part of Kenon's strategy to provide its shareholders with direct access to its businesses, including through monetization of its businesses. The transaction includes only the LatAm Businesses. IC Power's Israeli asset OPC Energy Ltd. is not being sold as part of the transaction.

The SPA contains customary representations, warranties and covenants, including covenants relating to the operations of Inkia's LatAm Businesses during the period between signing of the SPA and closing. Inkia and the buyer have agreed to indemnify each other for losses arising from certain breaches of representations and warranties in the SPA and for certain other liabilities, subject to time and amount limitations. Inkia's indemnification obligations under the SPA will be secured by a pledge of 25% of the shares of OPC Energy Ltd. and a corporate guarantee from Kenon, both for a period of three years. In addition, the transaction will include a deferral of \$175 million of the purchase price in the form of a fouryear \$175 million deferred payment obligation accruing 8% interest, payable in kind, which can be used to set off against Inkia's indemnification obligations to the buyer.

The transaction is subject to customary closing conditions, including the receipt of consents under debt facilities and other agreements, the absence of a "Material Adverse Effect" and the delivery of various closing documentation; there are no conditions for financing or anti-trust approval. The transaction is expected to close within the next several months.

Kenon will retain the right to pursue, and retain the proceeds from, certain claims relating to some of the businesses sold in the transaction.

Bank of America Merrill Lynch acted as financial advisor to the seller.

Issuance of Bonds by Inkia

In November 2017, Inkia issued senior unsecured notes in an aggregate principal amount of \$450 million. The notes accrue interest at a rate of 5.875%, and will mature in November 2027. The proceeds of the notes were used to repay Inkia's existing 8.375% notes due 2021.

Issuance of Bonds by CDA

In August 2017, CDA issued senior unsecured notes in an aggregate principal amount of \$650 million. The notes accrue interest at a rate of 4.125% and will mature in August 2027. The proceeds of the notes were used to repay certain of CDA's existing indebtedness, related costs and shareholder loans.

Merger of CDA and Kallpa

In August 2017, Kallpa merged with CDA. Following the merger, CDA, the surviving entity, has a total installed capacity of 1,618 MW making it the leading power producer in Peru in terms of volume of energy generated. In September 2017, CDA was renamed Kallpa Generación S.A.

Update on Kanan Plant

In April 2017, Kanan's 92 MW power plant experienced a fire. As a result, Kanan's 37 MW barge and 55 MW barge were placed off-line, and Kanan wrote off \$48 million in assets.

Kanan has property and business interruption insurance for its power plants to protect against risks of direct physical loss or damage, including machinery breakdown, earthquakes and other risks associated with the operation of a plant. Kanan's management deems that this event is covered by the insurance policy and received confirmation that the acquisition of the Esperanza barge (discussed below) would cover its insurance claim. To date, Kanan has received advanced payments from its insurance company in the amount of approximately \$63 million, including \$23 million received in October 2017.

In October 2017, Kanan entered into an agreement to purchase the Esperanza barge, a 124 MW barge, for \$59 million (plus an additional \$4 million for inventory and spare parts) from Puerto Quetzal, another IC Power subsidiary, to replace the barges damaged in the fire. The Esperanza barge is expected to be relocated and operational during Q1 2018.

Update on Agua Clara Project

IC Power is developing a 50 MW wind project in the Dominican Republic, which is expected to commence commercial operations by the first quarter of 2019. IC Power has entered into a PPA with a government entity for a period of 20 years, for which the relevant concession was granted in May 2017.

In October 2017, IC Power entered into an EPC contract with the selected EPC contractor, and is in the process of seeking financing for the project. The total cost for this project is estimated to be \$100 million, of which 70% is expected to be debt-financed.

Update on Overseas Facility

In May 2016, Overseas Investments Peru, a wholly-owned subsidiary of IC Power, entered into a \$100 million agreement (the "Overseas Facility") with certain banks. The Overseas Facility was originally due in November 2017. In September 2017, IC Power extended the maturity of the Overseas Facility, and its amortization dates have been scheduled for November 2018 (\$30 million), February 2019 (\$30 million) and May 2019 (\$40 million).

Business Developments—Israel

Update on the Construction of the OPC-Hadera Plant

OPC-Hadera is constructing a 148 MW (based on the plant's generation license) co-generation power plant in Israel. IC Power expects that the total cost of the OPC-Hadera plant will be approximately \$250 million.

Construction of the OPC-Hadera plant began in June 2016, and the plant is expected to commence commercial operations by early 2019. As of September 30, 2017, OPC-Hadera had invested an aggregate of \$125 million in the project and completed approximately 70% of the project.

In November 2017, OPC-Hadera made its third drawing under the NIS 1 billion (approximately \$261 million)4 loan agreement relating to the project, in the amount of NIS 79 million (approximately \$22 million).

Qoros

Third Party Investment

In Q2 2017, Qoros, Quantum (2007) LLC ("Quantum"), which owns 50% of Qoros, Wuhu Chery Automobile Investment Company Limited ("Wuhu Chery"), which owns the other 50% of Qoros, and a new China-based investor, entered into an investment agreement that provides for the new investor investing approximately RMB6.5 billion (approximately \$977 million) in Qoros for a controlling interest in Qoros. The new investor's investment is subject to conditions which must be satisfied by a certain date, some of which are beyond the parties' control and which the parties may be unable to satisfy. These conditions include regulatory approvals and completion of regulatory processes, consents from lenders and further documentation, including entry into additional agreements.

In connection with the contemplated investment, the new investor has advanced funds to Qoros in several tranches. An advance in the amount of RMB300 million (approximately \$45 million) was provided to Qoros in Q2 2017. In August 2017, the investor provided Qoros an advance in the amount of RMB700 million (approximately \$105 million). In November 2017, the investor provided Qoros an advance in the amount of RMB50 million (approximately \$8 million). To date, the investor, together with its affiliates, has also deposited substantial funds into certain designated accounts (which accounts are subject to contractual restrictions) in connection with the investment, including certain amounts that may be used to support certain funding needs of Qoros prior to the closing of the transaction, subject to certain contractual limitations.

4 Convenience translations of NIS amounts into US Dollars use a rate of 3.54:1.

Discussion of Results for the Three Months Ended September 30, 2017

The following discussion of Qoros' results of operations below is derived from Qoros' consolidated financial statements.

Revenues

Revenues decreased by 50% to RMB306 million (\$46 million) in Q3 2017, as compared to RMB607 million (\$91 million) in Q3 2016. The decrease in revenues in Q3 2017 is due to a 53% decrease in car sales from approximately 5,800 cars in Q3 2016 to approximately 2,700 cars in Q3 2017.

Cost of Sales

Cost of sales decreased by 52% to RMB397 million (\$60 million) in Q3 2017, as compared to RMB824 million (\$124 million) in Q3 2016. The decrease in cost of sales is primarily due to the 53% decrease in car sales.

Research and Development Expenses

Research and development expenses decreased to RMB1 million (\$0.2 million) in Q3 2017, as compared to RMB41 million (\$6 million) in Q3 2016. The decrease is mainly due to expenses incurred in Q3 2016 related to new products in that period, compared to lower expenses in Q3 2017 as models have matured.

Selling, General and Administrative Expenses

Selling, general and administrative expenses decreased by 35% to RMB115 million (\$17 million) in Q3 2017, as compared to RMB176 million (\$26 million) in Q3 2016. The decrease reflects a reduction in advertising and marketing expenses, as well as cost-cutting measures that were implemented during the period.

Net Finance Costs

Net finance costs increased by 31% to RMB80 million (\$12 million) in Q3 2017, as compared to RMB61 million (\$9 million) in Q3 2016, primarily due to an increase in finance costs as a result of interest expense incurred in Q3 2017 due to the higher shareholder loan balance in 2017.

Loss for the Period

Loss for the period decreased by 39% to RMB285 million (\$43 million) in Q3 2017, as compared to RMB465 million (\$70 million) in Q3 2016, primarily as a result of a decrease in gross loss, as well as cost-cutting measures.

Adjusted EBITDA5

Qoros' negative Adjusted EBITDA improved to negative RMB115 million (negative \$17 million) in Q3 2017 from negative RMB150 million (negative \$23 million) in Q3 2016. The improvement in Adjusted EBITDA was mainly due to cost-cutting measures implemented during the period.

Liquidity

As of September 30, 2017, Qoros had total loans and borrowings (excluding shareholder loans) of RMB5 billion (\$752 million) and current liabilities (excluding shareholder loans) of RMB3 billion (\$451 million), including trade and other payables of RMB2.2 billion (\$331 million), and current assets of RMB1.5billion (\$226 million), including cash and cash equivalents of RMB327 million (\$49 million). Qoros uses a portion of its liquidity to make debt service payments. Qoros has principal payment obligations on its RMB3 billion (\$451 million) facility, RMB1.2 billion (\$180 million) facility and RMB700 million (\$105 million) facility. In July 2017, Qoros' lenders approved the rescheduling of principal payments under Qoros' RMB3 billion facility originally scheduled to be made in 2017 and 2018, with substantially all of the principal payments now scheduled to be made between 2019 and 2022.

Qoros' principal sources of liquidity have been cash inflows received from financing activities, including long-term loans, short-term facilities, investment advances and capital contributions (in the form of equity contributions, or convertible or non-convertible shareholder loans), and cash flows from car sales. Qoros has fully utilized its RMB3 billion syndicated credit facility, RMB1.2 billion syndicated credit facility and its RMB700 million credit facility, and will require additional financing, including the renewal or refinancing of its working capital facilities or third-party investment, to fund its development and operations. The RMB3 billion syndicated credit facility contains financial covenants, including debt-toasset and current ratio covenants, which covenants had been waived up to July 2020.

In Q2 2017, an investor that had committed to make an investment in Qoros, subject to certain conditions (see discussion above), advanced funds to Qoros in the amount of RMB300 million (approximately \$45 million). In August 2017, the investor provided Qoros an advance in the amount of RMB700 million (approximately \$105 million). In November 2017, the investor provided Qoros an advance in the amount of RMB50 million (approximately \$8 million). To date, the investor, together with its affiliates, has also deposited substantial funds into certain designated accounts (which accounts are subject to contractual restrictions) in connection with the investment, including certain amounts that may be used to support certain funding needs of Qoros prior to the closing of the transaction, subject to certain contractual limitations.

Qoros actively manages its trade payables, accrued expenses and other operating expenses in connection with the management of its liquidity requirements and resources.

5 Adjusted EBITDA is a non-IFRS measure. See Exhibit 99.2 of Kenon's Form 6-K dated November 27, 2017 for the definition of Qoros' Adjusted EBITDA and a reconciliation to its total loss for the applicable period. Qoros' Adjusted EBITDA excludes other income relating to license rights.

Business Updates

Car Sales

In Q3 2017, Qoros sold approximately 2,700 vehicles, representing a decrease of approximately 53% as compared to Q3 2016.

Dealerships

As of September 30, 2017, Qoros' dealership network included 109 points of sales, of which 71 were full-service dealer stores, 12 additional points of sales under construction and memorandums of understanding with respect to the potential development of 12 additional points of sales.

ZIM

Discussion of ZIM's Results for Q3 2017

In Q3 2017, ZIM's revenues increased by 27% to approximately \$817 million, as compared to approximately \$644 million in Q3 2016, driven by increase in freight rates and in the quantities of cargo carried. ZIM carried approximately 688 thousand TEUs in Q3 2017, an 11% increase as compared to Q3 2016, in which ZIM carried approximately 622 thousand TEUs.

ZIM's operating expenses in Q3 2017 increased by 15% to \$699 million, as compared to \$609 million in Q3 2016. The increase was primarily driven by (i) a \$46 million increase in expenses related to cargo handling; (ii) a \$26 million increase in bunker expenses; and (iii) a \$19 million increase in port expenses.

ZIM's net profit attributable to ZIM's owners in Q3 2017 was \$23 million, as compared to a net loss attributable to ZIM's owners of \$39 million in Q3 2016.

ZIM publishes its results on its website. For more information, see www.ZIM.com. This website, and any information referenced therein, is not incorporated by reference herein.

Additional Kenon Updates and Information

Convocation of Extraordinary General Meeting

On November 27, 2017, Kenon will announce the convocation of an extraordinary general meeting (the "EGM") of its shareholders and a proxy solicitation, for the purposes of considering the ratification of the sale of IC Power's Latin American and Caribbean power generation and distribution businesses and the authorisation of a capital reduction to enable Kenon to distribute a portion of the proceeds received from the sale to Kenon's shareholders. At this time, Kenon's board of directors has not made a determination as to whether it will make a distribution, and to the extent it decides to make a distribution, as to the timing or amount of any such distribution. The EGM will be held on December 19, 2017.

Changes in Kenon's Management

In September 2017, Mr. Yoav Doppelt, chief executive officer ("CEO") of Kenon, stepped down as CEO. Mr. Barak Cohen, formerly Vice President of Business Development and Investor Relations of Kenon, and Mr. Robert L. Rosen, formerly General Counsel of Kenon, were appointed by the Board to serve as co-CEOs of Kenon.

In October 2017, Mr. Tzahi Goshen, chief financial officer ("CFO") of Kenon, stepped down as CFO of Kenon and was replaced by Mr. Mark Hasson, who previously served as Kenon's Vice President of Finance.

Kenon's (Unconsolidated) Liquidity and Capital Resources

As of September 30, 2017, cash, gross debt, and net debt6 (a non-IFRS financial measure, which is defined as gross debt minus cash) of Kenon (unconsolidated) were \$65 million, \$238 million (excluding \$47 million owed to IC Power) and \$173 million (excluding \$47 million owed to IC Power), respectively.

Kenon has fully drawn its \$200 million credit facility from Israel Corporation Ltd. As of September 30, 2017, \$238 million was outstanding under the facility, including interest and fees.

Kenon's Back-to-Back Guarantees in Respect of Qoros Debt

In March 2017, Kenon funded RMB388 million (approximately \$58 million) to Qoros, reducing Kenon's back-to-back guarantee obligations to Chery from RMB850 million (approximately \$128 million) to RMB425 million (approximately \$64 million).

In April 2017, Kenon funded an additional RMB100 million (approximately \$15 million) to Qoros, further reducing Kenon's back-to-back guarantee obligations to Chery from RMB425 million to approximately RMB320 million (approximately \$48 million) in respect of underlying loans to Qoros in the principal amount of RMB289 million.

Investors' Conference Call

Kenon's management will host a conference call for investors and analysts on November 27, 2017. To participate, please call one of the following teleconferencing numbers:

Singapore: 3158-3851
US: 1-888-407-2553
Israel: 03-918-0644
UK: 0-800-917-5108
International: +65-3158-3851

The call will commence at 9:00 am Eastern Time, 6:00 am Pacific Time, 2:00 pm UK Time, 4:00 pm Israel Time and 10:00 pm Singapore Time.

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, ranging from established, cash-generating businesses to early stage development companies. Kenon's businesses consist of:

  • IC Power (100% interest) a leading owner, developer and operator of power generation and distribution facilities in the Latin American, Caribbean and Israeli power markets;
  • Qoros (50% interest) a China-based automotive company;

6 Kenon's gross debt and net debt do not include Kenon's back-to-back guarantee obligations in respect of Qoros' indebtedness as discussed herein and shareholder loans from Kenon's major shareholder Ansonia Holdings Singapore B.V.

  • ZIM (32% interest) an international shipping company; and
  • Primus Green Energy, Inc. (91% interest) an early stage developer of alternative fuel technology.

Kenon remains committed to its strategy to realize the value of its businesses for its shareholders. In connection with this strategy, Kenon may provide its shareholders with direct access to its businesses, which may include spin-offs, listings, offerings, distributions or monetization of its businesses. Kenon is actively exploring various ways to materialize this strategy in a rational and expeditious manner. 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.kenon-holdings.com for additional information.

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, but are not limited to statements about (i) with respect to IC Power, statements with respect to the expected installed capacity, cost, financing and timing of the completion of IC Power's OPC-Hadera and Agua Clara projects, IC Power's strategy to recoup the costs associated with the Kanan outage from its insurance coverage and the scope of such coverage, the expected acquisition of the Esperanza barge and the timing of its relocation and entry into operation, and the terms of the sale of Inkia's Latin American and Caribbean businesses, including closing conditions, the timing of closing, purchase price adjustments, indemnification obligations and support for such obligations, (ii) with respect to Qoros, statements with respect to Qoros' liquidity requirements and sources of funding and plans to continue to seek financing, the agreement by Qoros' lenders to waive certain financial covenants under Qoros' RMB3 billion debt facilities and reschedule amortization payments under Qoros' debt facilities, and statements with respect to the third party investment in Qoros by a China-based investor, including the expected terms and conditions of the investment and the amount and availability of funds in designated accounts, (iii) with respect to Kenon, statements with respect to Kenon's retention of claims relating to the businesses sold in the transaction involving the sale of Inkia's Latin American and Caribbean businesses, the capital reduction and distribution of a portion of the proceeds of the Inkia transaction to Kenon's shareholders, and the convocation of the extraordinary general meeting, and (iv) other non-historical matters. These statements are based on Kenon's management's 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 forward-looking statements. Such risks include (i) with respect to IC Power, risks relating to IC Power's failure to complete the development of the OPC-Hadera and Agua Clara projects on a timely basis, within the expected budget, or at all, risks related to IC Power's ability to recover the costs of the Kanan outage from its insurance coverage, risks relating to the potential transfer of the Esperanza barge from Puerto Quetzal to Kanan and potential delays in the barge's relocation and entry into operation, and risks related to the sale of Inkia's Latin American and Caribbean businesses, including the risk that closing does not occur within the expected timeline, that closing conditions are not met and other risks relating to the transaction, including potential indemnification obligations, transaction costs and taxes payable, (ii) with respect to Qoros, risks relating to changes in events and circumstances with respect to Qoros and its ability to obtain financing, changes which may affect Qoros' ability to obtain the final documentation in connection with its agreements with its lenders as discussed above, Qoros' ability to satisfy the closing conditions contemplated in the agreement with the China-based third party investor for new investment, and Qoros' ability to utilize funds in the designated accounts in connection with the contemplated third-party investment, or otherwise complete that investment on the terms contemplated, (iii) with respect to Kenon, changes in events and circumstances which may affect its ability to retain claims relating to the businesses sold in the transaction involving the sale of Inkia's Latin American and Caribbean businesses, convene the extraordinary general meeting and ratify the matters under proposal, the risk that the capital reduction is not carried out, and risks relating to the amount, timing and occurrence of the distribution of a portion of the proceeds of the Inkia transaction to Kenon's shareholders, and (iv) 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. Jonathan Fisch Director, Investor Relations [email protected] Tel: +1 917 891 9855

External Investor Relations Ehud Helft / Kenny Green GK Investor Relations [email protected] Tel: +1 646 201 9246

Exhibit 99.2

Financial Information for the Third Quarter Ended September 30, 2017 of Kenon, IC Power and Qoros

Table of Contents

  • Appendix A: Summary Kenon consolidated financial information
  • Appendix B: Summary IC Power unaudited consolidated financial information
  • Appendix C: Definition of IC Power's Adjusted EBITDA and non-IFRS reconciliation
  • Appendix D: Summary operational information of IC Power's generation assets
  • Appendix E: Summary Financial Information of IC Power's Subsidiaries and Associated Company
  • Appendix F: Summary Qoros unaudited condensed consolidated financial information

Appendix G: Definition of Qoros' Adjusted EBITDA and non-IFRS Reconciliation

Summary Kenon consolidated financial information

Kenon Holdings Ltd

Unaudited Condensed Consolidated Statements of Financial Position

As of
September 30, December 31,
2017 2016
\$ millions
Current assets
Cash and cash equivalents 498 327
Short-term investments and deposits 50 71
Trade receivables, net 369 284
Other current assets, including derivatives instruments 40 50
Income tax receivable 14 11
Inventories 83 92
Total current assets 1,054 835
Non-current assets
Investments in associated companies 179 208
Restricted cash 61 36
Income tax receivable and tax claims 108 100
Deposits, loans and other receivables, including derivative instruments 68 60
Deferred taxes, net 24 25
Property, plant and equipment, net 3,503 3,497
Goodwill and intangible assets, net 362 377
Total non-current assets 4,305 4,303
Total assets 5,359 5,138
Current liabilities
Loans and debentures 225 483
Trade payables 260 286
Other payables, including derivative instruments 43 91
Guarantee deposits from customers 63 57
Provisions 43 119
Income tax payable 30 9
Total current liabilities 664 1,045
Non-current liabilities
Loans, excluding current portion 1,447 1,973
Debentures, excluding current portion 1,897 857
Derivative instruments 36 45
Deferred taxes, net 239 225
Trade payables 36 44
Other non-current liabilities 49 55
Total non-current liabilities 3,704 3,199
Total liabilities 4,368 4,244
Equity
Share capital 1,267 1,267
Shareholder transaction reserve 83 27
Translation reserve 1 (22)
Capital reserve 23 12
Accumulated deficit (637) (603)
Equity attributable to owners of the Company 737 681
Non-controlling interests 254 213
Total equity 991 894
Total liabilities and equity 5,359 5,138

Kenon Holdings Ltd Unaudited Condensed Consolidated Statements of Profit or Loss

For the nine months ended For the three months ended
September 30,
2017
September 30,
2016
September 30,
2017
September 30,
2016
\$ millions \$ millions
Revenue 1,634 1,343 575 490
Cost of sales and services (including depreciation) (1,277) (1,089) (458) (392)
Gross profit 357 254 117 98
Selling, general and administrative expenses (112) (101) (36) (37)
Impairment of assets (20) (72) - -
Other income 69 20 5 13
Other expenses (8) (3) - (1)
Operating profit 286 98 86 73
Financing expenses (222) (135) (88) (51)
Financing income 18 11 - 3
Financing expenses, net (204) (124) (88) (48)
Provision of financial guarantees - (130) - (1)
Share in losses of associated companies, net of tax (33) (153) (11) (46)
Profit/(loss) before income taxes 49 (309) (13) (22)
Incomes taxes (61) (40) (10) (20)
Loss for the period (12) (349) (23) (42)
Attributable to:
Kenon's shareholders (34) (363) (23) (47)
Non-controlling interests 22 14 - 5
Loss for the period (12) (349) (23) (42)
Basic/Diluted loss per share attributable to Kenon's shareholders (in dollars):
Basic/Diluted loss per share (0.64) (6.76) (0.43) (0.88)

Kenon Holdings Ltd and subsidiaries Unaudited Condensed Consolidated Statements of Cash Flows

For the nine months ended
September 30,
2017
September 30,
2016
\$ millions
Cash flows from operating activities
Loss for the period (12) (349)
Adjustments:
Depreciation and amortization 135 125
Financing expenses, net 204 124
Share in losses of associated companies, net of tax 33 153
Provision of financial guarantees - 130
Impairment of assets 20 72
Bad debt expense 5 4
Other capital (gains)/loss, net (7) 16
Share-based payments 1 1
Income taxes 61 40
440 316
Change in inventories 8 (35)
Change in trade and other receivables (119) (78)
Change in trade and other payables (42) 27
Change in provisions and employee benefits (2) (40)
285 190
Income taxes paid, net (43) (81)
Net cash provided by operating activities 242 109

Kenon Holdings Ltd and subsidiaries Unaudited Condensed Consolidated Statements of Cash Flows, continued

For the nine months ended
September 30, September 30,
2016
2017
\$ millions
Cash flows for investing activities
Proceeds from sale of property, plant and equipment 5 -
Short-term deposits and loans, net (3) 237
Business combinations, less cash acquired - (206)
Investment in associated company - (111)
Acquisition of property plant and equipment (156) (230)
Acquisition of intangible assets (3) (6)
Interest received 5 5
Sale of securities held for trade and available for sale, net - 17
Payment to release financial guarantee (72) -
Energuate purchase adjustment 10 -
Sale of subsidiary, net 1 -
Insurance claim 40 -
Payment of deferred acquisition consideration - (2)
Net cash used in investing activities (173) (296)
Cash flows from financing activities
Dividend paid to non-controlling interests in a subsidiary (17) (24)
Proceeds from issuance of shares to holders of non-controlling interests in subsidiaries 110 10
Receipt of long-term loans and issuance of debentures 1,314 766
Repayment of long-term loans and debentures (1,004) (404)
Short-term credit from banks and others, net (116) 30
Bond issuance expenses (20) (10)
Equity issuance expenses (9) -
Payment of consent fee and early prepayment fee (32) (28)
Interest paid (137) (90)
Net cash provided by financing activities 89 250
Increase in cash and cash equivalents 158 63
Cash and cash equivalents at the beginning of the period 327 384
Effect of exchange rate fluctuations on balances of cash and cash equivalents 13 4
Cash and cash equivalents at end of the period 498 451

Information regarding reportable segments

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

IC Power1
Generation2 Distribution Qoros3 Other Adjustments Total
\$ Millions
For the nine months ended September 30,
2017
Total sales 1,215 419 - - - 1,634
Adjusted EBITDA4 350 61 - (15) - 396
Depreciation and amortization 119 16 - - - 135
Financing income (6) (9) - (11) 8 (18)
Financing expenses 184 24 - 22 (8) 222
Other items:
Impairment of assets 20 - - - - 20
Other income (45) - - - - (45)
Share in (profits)/losses of associated
companies (1) - 45 (11) - 33
271 31 45 - - 347
Profit/(loss) before taxes 79 30 (45) (15) - 49
Income taxes 45 15 - 1 - 61
Profit/(loss) for the period 34 15 (45) (16) - (12)
  1. The total assets and liabilities of IC Power are \$5.2 billion and \$4.1 billion as of September 30, 2017, respectively.

  2. Includes holding company.

  3. Associated company.

4 Adjusted EBITDA is a non-IFRS measure.

IC Power1
Generation2 Distribution2 Qoros3 Other Adjustments Total
\$ Millions
For the nine months ended September 30,
2016
Total sales 974 369 - - - 1,343
Adjusted EBITDA4 251 62 - (18) - 295
Depreciation and amortization 112 13 - - - 125
Financing income (1) (6) - (13) 9 (11)
Financing expenses 113 18 - 13 (9) 135
Other items:
Impairment of investment in associated
company - - - 72 - 72
Provision of financial guarantees - - - 130 - 130
Share in losses of associated companies - - 107 46 - 153
224 25 107 248 - 604
Profit/(loss) before taxes 27 37 (107) (266) - (309)
Income taxes 30 10 - - - 40
Profit/(loss) for the period (3) 27 (107) (266) - (349)
  1. The total assets and liabilities of IC Power are \$4.97 billion and \$4.13 billion as of September 30, 2016, respectively.

  2. Includes holding company.

  3. Associated company.

4 Adjusted EBITDA is a non-IFRS measure.

IC Power1
Generation2 Distribution Qoros3 Other Adjustments Total
\$ Millions
For the three months ended September 30,
2017
Total sales 436 139 - - - 575
Adjusted EBITDA4 122 13 - (5) - 130
Depreciation and amortization 39 5 - - - 44
Financing income - - - (3) 3 -
Financing expenses 75 8 - 8 (3) 88
Other items:
Share in (profits)/losses of associated
companies (1) - 21 (9) - 11
113 13 21 (4) - 143
Profit/(loss) before taxes 9 - (21) (1) - (13)
Income taxes 9 1 - - - 10
Profit/(loss) for the period - (1) (21) (1) - (23)
  1. The total assets and liabilities of IC Power are \$5.2 billion and \$4.1 billion as of September 30, 2017, respectively.

  2. Includes holding company.

  3. Associated company.

4 Adjusted EBITDA is a non-IFRS measure.

IC Power1
Generation2 Distribution2 Qoros3 Other Adjustments Total
\$ Millions
For the three months ended September 30,
2016
Total sales 352 138 - - - 490
Adjusted EBITDA4 102 23 - (4) - 121
Depreciation and amortization 43 5 - - - 48
Financing income - (2) - (5) 4 (3)
Financing expenses 49 4 - 2 (4) 51
Other items:
Provision of financial guarantees - - - 1 - 1
Share in losses of associated companies - - 36 10 - 46
92 7 36 8 - 143
Profit/(loss) before taxes 10 16 (36) (12) - (22)
Income taxes 16 4 - - - 20
Profit/(loss) for the period (6) 12 (36) (12) - (42)
  1. The total assets and liabilities of IC Power are \$4.97 billion and \$4.13 billion as of September 30, 2016, respectively.

  2. Includes holding company.

  3. Associated company.

4 Adjusted EBITDA is a non-IFRS measure.

Information regarding associated companies

Carrying amounts of investment
in
associated companies
as of
Equity in the net (losses)/
earnings of
associated companies
for the nine months ended
Equity in the net (losses)/
earnings of
associated companies
for the three months ended
September 30,
2017
December 31,
2016
September 30,
2017
September 30,
2016
September 30,
2017
September 30,
2016
\$ millions \$ millions \$ millions
ZIM 93 82 11 (47) 10 (10)
Qoros 76 117 (45) (107) (21) (36)
Others 10 9 1 1 - -
179 208 (33) (153) (11) (46)

Contributions of Principal Operations to Loss attributable to Kenon's Shareholders

Nine Months ended September 30, Three Months ended September
30,
2017 2016 2017 2016
\$ millions \$ millions
IC Power 27 7 (1) 1
Qoros (45) (107) (21) (36)
ZIM 11 (46) 10 (10)
Impairment of ZIM - (72) - -
Provision of Financial Guarantees - (130) - -
Other (27) (15) (11) (2)
Loss attributable to Kenon's shareholders (34) (363) (23) (47)

Appendix B

Summary IC Power unaudited consolidated financial information

IC Power's Consolidated Statement of Income

Nine Months ended September 30, Three Months ended September
30,
2017 2016 2017 2016
US\$ million US\$ million US\$ million US\$ million
Sales 1,634 1,343 577 490
Cost of sales (excluding depreciation and amortization) (1,152) (973) (418) (348)
Depreciation and amortization (125) (116) (40) (44)
Gross profit 357 254 119 98
General, selling and administrative expenses (97) (83) (30) (32)
Asset write-off (20)
Other income 61 17 2 12
Operating income 301 188 91 78
Financing expenses (208) (131) (84) (53)
Financing income 15 7 1 2
Financing expenses, net (193) (124) (83) (51)
Share in income of associate, net of tax 1 1
Income before taxes 109 64 9 27
Taxes on income (60) (40) (10) (21)
Net income for the period 49 24 (1) 6
Attributable to:
Equity holders of the company 27 10 (1) 1
Non-controlling interest 22 14 5
Net income for the period 49 24 (1) 6
Operating Income 301 188 91 78
Depreciation and amortization 135 125 44 48
Asset write-off 20
Settlement over liquidated damages (32)
Net gain on Kanan write-off (8)
Working capital adjustment (10)
Realization of translation effect 5
Adjusted EBITDA1 411 313 135 126
  1. Adjusted EBITDA is a non-IFRS measure.

Summary Data from IC Power's Unaudited Consolidated Statement of Cash Flows

Nine Months Ended September 30, Three Months Ended September
30,
2017 2016 2017 2016
(\$ millions)
Cash flows provided by operating activities \$
260
\$ 127 \$ 46 \$ 72
Cash flows used in investing activities (101) (202) 2 (25)
Cash flows used in financing activities 38 91 90 97
Increase (decrease) in cash and cash equivalents 197 16 138 144
Cash and cash equivalents at the end of the period 429 380 429 380
Investments in property, plant and equipment (155) (232) (59) (33)
Total depreciation and amortization 135 125 44 48

Summary Data from IC Power's Consolidated Statement of Financial Position

As of
September 30,
2017
September 30,
2016
(\$ millions)
December 31,
2016
Total financial liabilities1 \$ 3,310 \$ 3,085 \$ 3,072
Total monetary assets2 (479) (464) (289)
Total equity attributable to the owners 734 621 622
Total assets 5,179 4,940 4,840
  1. Including loans from banks and others and debentures.

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

Appendix C

Definition of IC Power's Adjusted EBITDA and non-IFRS reconciliation

This press release, including the financial tables, presents Adjusted EBITDA, net debt and net financial liabilities, which are financial metrics considered to be "non-IFRS financial measures." Non-IFRS financial measures should be evaluated in conjunction with, and are not a substitute for, IFRS financial measures. The non-IFRS financial information presented herein should not be considered in isolation from or as a substitute for operating income, net income or per share data prepared in accordance with IFRS.

IC Power defines "Adjusted EBITDA" as for each period for each entity as net income (loss) before depreciation and amortization, financing expenses, net, income tax expense, asset write-off, settlement over liquidated damages, net gain on Kanan write-off, working capital adjustment, release of accumulated translation adjustment and share in income of associated company. Adjusted EBITDA is not recognized under IFRS or any other generally accepted accounting principles as measures of financial performance and should not be considered as a substitute for net income or loss, cash flow from operations or other measures of operating performance or liquidity 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. Adjusted EBITDA presents limitations that impair its use as a measure of our profitability since it does not take into consideration certain costs and expenses that result from our business that could have a significant effect on our net income, such as financial expenses, taxes, depreciation, capital expenses and other related charges.

Set forth below is a reconciliation of IC Power's, and each of its segments', net income to Adjusted EBITDA for the periods presented. Other companies may calculate Adjusted EBITDA differently, and therefore this presentation of Adjusted EBITDA may not be comparable to other similarly titled measures used by other companies.

Nine Months Ended September 30, 2017
(in USD millions)
Distribution
Central
Peru Israel America Other1 Guatemala Total
Net income for the period 69 20 18 (73) 15 49
Depreciation and amortization2 53 23 18 25 16 135
Financing expenses, net 89 18 9 62 15 193
Income tax expense 27 7 8 3 15 60
Asset Write-off - - - 20 - 20
Settlement over liquidated damages (32) - - - - (32)
Net gain on Kanan write-off - - 1 (9) - (8)
Working capital adjustment - - - (10) - (10)
Release of accumulated translation
adjustment - - - 5 - 5
Share in income of associated company - - - (1) - (1)
Adjusted EBITDA 206 68 54 22 61 411
  1. In addition to the results of certain of IC Power's generation assets, IC Power's Other segment also includes expenses and other adjustments relating to its headquarters and intermediate holding companies, including purchase price allocations recorded in connection with IC Power's acquisition of Energuate, which allocations were recorded by Inkia, one of IC Power's intermediate holding companies.

  2. Includes depreciation and amortization expenses from general, selling and administrative expenses.

Three Months Ended September 30, 2017
(in USD millions)
Generation Distribution
Central
Peru Israel America Other Guatemala Total
Net income for the period (3) 11 11 (19) (1) (1)
Depreciation and amortization2 18 8 4 9 5 44
Financing expenses, net 50 3 3 19 8 83
Income tax expense 1 4 3 1 1 10
Share in income of associated company - - - (1) - (1)
Adjusted EBITDA 66 26 21 9 13 135
  1. In addition to the results of certain of IC Power's generation assets, IC Power's Other segment also includes expenses and other adjustments relating to its headquarters and intermediate holding companies, including purchase price allocations recorded in connection with IC Power's acquisition of Energuate, which allocations were recorded by Inkia, one of IC Power's intermediate holding companies.

  2. Includes depreciation and amortization expenses from general, selling and administrative expenses.

Nine Months Ended September 30, 2016
(in USD millions)
Generation
Distribution
Central
Peru Israel America Other1 Guatemala Total
Net income for the period 31 16 2 (52) 27 24
Depreciation and amortization2 42 20 26 24 13 125
Financing expenses, net 44 14 9 45 12 124
Income tax expense 18 2 7 3 10 40
Adjusted EBITDA 135 52 44 20 62 313
  1. In addition to the results of certain of IC Power's generation assets, IC Power's Other segment also includes expenses and other adjustments relating to its headquarters and intermediate holding companies, including purchase price allocations recorded in connection with IC Power's acquisition of Energuate, which allocations were recorded by Inkia, one of IC Power's intermediate holding companies.

  2. Includes depreciation and amortization expenses from general, selling and administrative expenses.

Three Months Ended September 30, 2016
Generation Distribution
Central
Peru Israel America Other1 Guatemala Total
Net income for the period 11 7 - (24) 12 6
Depreciation and amortization2 17 7 10 9 5 48
Financing expenses, net 21 7 2 19 2 51
Income tax expense 10 3 3 1 4 21
Adjusted EBITDA 59 24 15 5 23 126
  1. In addition to the results of certain of IC Power's generation assets, IC Power's Other segment also includes expenses and other adjustments relating to its headquarters and intermediate holding companies, including purchase price allocations recorded in connection with IC Power's acquisition of Energuate, which allocations were recorded by Inkia, one of IC Power's intermediate holding companies.

  2. Includes depreciation and amortization expenses from general, selling and administrative expenses.

Summary operational information of IC Power's generation assets

The following table sets forth summary operational information regarding each of IC Power's operating companies and associate in its power generation business as of September 30, 2017, according to segment:

Segment Country Entity Ownership
Percentage
(Rounded)
Fuel Installed
Capacity
(MW)1
Proportionate
Capacity2
Type of Asset
Peru Peru Kallpa3 75% Natural Gas, hydroelectric 1,6184 1,214 Greenfield
Peru Samay I 75% Diesel and Natural Gas 632 474 Greenfield
Israel Israel OPC-Rotem 61% Natural Gas and Diesel 4665 284 Greenfield
Israel OPC-Hadera6 76% Natural Gas 18 14 Acquired
Nicaragua Corinto 65% HFO 71 46 Acquired
Nicaragua Tipitapa Power 65% HFO 51 33 Acquired
Central
America
Nicaragua Amayo I 61% Wind 40 24 Acquired
Nicaragua Amayo II 61% Wind 23 14 Acquired
Guatemala Puerto Quetzal 100% HFO 179 179 Acquired
El Salvador Nejapa 100% HFO 140 140 Original Inkia Asset
Panama Kanan7 100% Greenfield
Bolivia COBEE 100% Hydroelectric, Natural Gas 228 228 Original Inkia Asset
Chile Central
Cardones
87% Diesel 153 133 Acquired
Chile Colmito 100% Natural Gas and Diesel 58 58 Acquired
Other Dominican
Republic
CEPP 97% HFO 67 65 Original Inkia Asset
Jamaica JPPC 100% HFO 60 60 Original Inkia Asset
Panama Pedregal8 21% HFO 54 11 Original Inkia Asset
Total Operating Capacity 3,858 2,977
  1. Reflects 100% of the capacity of each of IC Power's assets, regardless of ownership interest in the entity that owns each such asset.

  2. Reflects the proportionate capacity of each of IC Power's assets, as determined by IC Power's ownership interest in the entity that owns each such asset. 3. Kallpa merged with CDA in August 2017, with the surviving entity renamed Kallpa Generación SA.

  3. Includes 10MW in capacity contributed by the CDA Mini Hydro plant, which reached its commercial operation date in October 2017.

  4. Based on OPC-Rotem's generation license.

  5. OPC-Hadera also holds a conditional license for the construction of a cogeneration power station in Israel. This station is being developed as a greenfield project (at an expected cost of \$250 million, including the acquisition price of OPC-Hadera), based upon a plant with 148 MW of capacity (based on the plant's generation license). Construction commenced in June 2016 and commercial operations are expected to commence by early 2019.

  6. Kanan's barges (representing 92 MW) have been placed offline and the assets have been written off as a result of a fire that occurred in April 2017. Kanan has entered into an agreement to replace the barges damaged in the fire through the purchase of the Esperanza barge, which is expected to be relocated and operational during Q1 2018.

  7. Although Pedregal is located in Central America, it is a minority investment. Therefore, from an income statement perspective, it is not part of the Central America segment and Pedregal is only reflected in IC Power's share in income of associate.

Appendix E

Summary Unaudited Financial Information of IC Power's Subsidiaries and Associated Company

Three Months Ended September 30, 2017
Entity Ownership
Interest
(%)
Sales Cost of
Sales
Adjusted
EBITDA1
(\$ millions)
Outstanding
Debt2
Net
Debt3
GENERATION
Peru segment
Kallpa 75 \$ 151 \$ 86 \$ 54 \$ 1,052 \$ 976
Samay I 75 73 67 12 406 386
Israel segment
OPC-Rotem 61 93 65 26 382 355
OPC-Hadera 76 4 4 118 77
Central America segment
ICPNH4 61-65 25 18 8 75 62
Puerto Quetzal 100 8 7 1 - (6)
Nejapa 100 20 15 5 (13)
Cenérgica 100 1 (2)
Kanan 100 18 10 7 38 13
Guatemel 100 2 2 (2)
Other segment
COBEE 100 9 3 5 80 62
Central Cardones 87 2 2 35 29
Colmito 100 6 4 17 15
CEPP 97 8 8 2 13 12
JPPC 100 15 12 2 (3)
RECSA 100 5 4
Holdings5
IC Power Distribution Holdings 100
Inkia & Other6 100 1 (1) 448 397
OPC Energy 76 90 (20)
IC Power & Other7 100 (1) 111 65
DISTRIBUTION
DEORSA 93 63 51 7 182 174
DEOCSA 91 78 66 6 258 250
TOTAL \$ 577 \$ 418 \$ 135 \$ 3,310 \$ 2,831
  1. Adjusted EBITDA for each entity for the period is defined as net income (loss) before depreciation and amortization, financing expenses, net, income tax expense, release of accumulated translation adjustment and share in income of associated company.

  2. Includes short-term and long-term debt and excludes loans and notes owed to Kenon.

  3. Net debt is defined as total debt attributable to each of IC Power's subsidiaries, excluding debt owed to Kenon, minus the cash and short term deposits and restricted cash of such companies. Net debt is not a measure of liabilities in accordance with IFRS. The tables below set forth a reconciliation of net debt to total debt for IC Power's subsidiaries.

  4. Through ICPNH, IC Power indirectly holds 65% interests in Corinto and Tipitapa Power and 61% interests in Amayo I and Amayo II.

  5. In addition to the results of certain of IC Power's generation assets, IC Power's Other segment also includes expenses and other adjustments relating to its headquarters and intermediate holding companies, including purchase price allocations recorded in connection with IC Power's acquisition of Energuate, which allocations were recorded by Inkia, one of IC Power's intermediate holding companies.

  6. Outstanding debt includes \$448 million of debt of Inkia.

  7. Includes \$12 million of IC Power's outstanding debt and \$99 million of debt of IC Power's subsidiary Overseas Investment Peru.

The following tables set forth a reconciliation of net income (loss) to Adjusted EBITDA for IC Power's subsidiaries for the three months ended September 30, 2017:

Kallpa1 Samay I OPC-Rotem OPC-Hadera ICPNH Puerto
Quetzal
Net income (loss) \$ (5) \$ 2 \$ 12 \$ (1) \$ 3 \$
Depreciation and amortization 14 4 7 1 3 1
Finance expenses, net 45 5 3 1 1
Income tax expense (benefit) 1 4 1 (1)
Adjusted EBITDA \$ 54 \$ 12 \$ 26 \$ \$ 8 \$ 1
  1. Kallpa merged with CDA in August 2017, with the surviving entity renamed Kallpa Generación SA.
Central
Nejapa Cenérgica Kanan Guatemel COBEE Cardones Colmito
(\$ millions)
Net income (loss) \$
3
\$
— \$
5 \$
\$
2
\$
1

\$
Depreciation and
amortization 1 2
Finance expenses,
net 1 1
Income tax expense 2 1 1 (1)
Adjusted EBITDA \$
5
\$
— \$
7 \$
\$
5
\$
2
\$
CEPP JPPC RECSA IC Power
Distribution
Holdings
Inkia &
Other
OPC Energy IC Power
& Other
Net income (loss) \$
\$
1
\$
\$
\$
(14)
\$
(1)
\$ (8)
Depreciation and
amortization 1 1 4
Finance expenses,
net 10 1 7
Income tax expense 1
Share in income of
associated
company (1)
Adjusted EBITDA \$
2
\$
2
\$
\$
\$
(1)
\$
\$ (1)
  1. In April 2017, IC Power sold its 60% interest in Surpetroil.
IC Power
DEOCSA DEORSA Total
(\$ millions)
Net income (loss) \$
(2)
\$
1
\$
(1)
Depreciation and amortization 3 2 44
Finance expenses, net 5 3 83
Income tax expense 1 10
Share in income of associated company (1)
Adjusted EBITDA \$
6
\$
7
\$
135

The tables below set forth a reconciliation of net debt to total debt for IC Power's subsidiaries as of September 30, 2017.

Kallpa1 Samay I OPC-Rotem OPC
Hadera
ICPNH Puerto
Quetzal
Nejapa Cenérgica Kanan
Total debt \$
1,052
\$
406
\$
382
\$
118
\$
75
\$
-
\$
-
\$
\$
38
Cash 76 20 27 41 13 6 13 2 25
Net Debt \$
976
\$
386
\$
355
\$
77
\$
62
\$
(6)
\$
(13)
\$
(2)
\$
13
  1. Kallpa merged with CDA in August 2017, with the surviving entity renamed Kallpa Generación SA.
Central
Guatemel
Cardones
Colmito
CEPP
JPPC
Surpetroil1
RECSA
COBEE
(\$ millions)
IC Power
Distribution
Holdings
Inkia &
Other
Total debt \$ — \$ 80 \$ 35 \$ 17 \$ 13 \$ - \$ - \$ 5 \$
— \$
448
Cash 2 18 6 2 1 3 1 1 50
Net Debt \$ (2) \$ 62 \$ 29 \$ 15 \$ 12 \$ (3) \$ (1) \$ 4 \$
— \$
398
  1. In April 2017, IC Power sold its 60% interest in Surpetroil.
IC Power Total IC
OPC Energy & Other DEOCSA DEORSA Power
(\$ millions)
Total debt \$ 90 \$ 111 \$ 258 \$ 182 \$
3,310
Cash 110 46 8 8 479
Net debt \$ (20) \$ 65 \$ 250 \$ 174 \$
2,831

The following table sets forth summary financial information for IC Power's generation subsidiaries and associates for the three months ended September 30, 2016:

Three Months Ended September 30, 2016
Entity Ownership
Interest
(%)
Sales Cost of
Sales
Adjusted
EBITDA1
(\$ millions)
Outstanding
Debt2
Net
Debt3
GENERATION
Peru segment
Kallpa4 75 \$ 123 \$ 74 \$ 53 \$
1,012
\$ 953
Samay I 75 15 7 6 339 316
Israel segment
OPC-Rotem 80 83 62 23 380 319
OPC-Hadera 100 6 4 1 (14)
Central America segment
ICPNH5 61-65 23 17 5 91 80
Puerto Quetzal 100 13 13 3 18 14
Nejapa 100 21 16 3 4 (8)
Cenérgica 100 8 3 2 1 (1)
Kanan 100 16 15 2 55 52
Guatemel 100 2 1 (1)
Other segment
COBEE 100 8 4 3 70 52
Central Cardones 87 3 1 2 35 33
Colmito 100 5 5 1 17 15
CEPP 97 9 7 1 11 7
JPPC 100 13 9 2 6 4
Surpetroil 3 2 (1) 2 1
RECSA 100 1 (1) 5 4
Holdings
IC Power Distribution Holdings 100 119 119
Inkia & Other6 100 1 (1) 448 368
OPC Energy 100 55 35
IC Power & Other7 100 (1) 109 (17)
DISTRIBUTION
DEORSA 93 60 48 11 122 115
DEOCSA 91 77 60 12 186 175
TOTAL \$ 490 \$ 348 \$ 126 \$
3,085
\$ 2,621
  1. "Adjusted EBITDA" for each entity for the period is defined as net income (loss) before depreciation and amortization, financing expenses, net, income tax expense, asset write-off, settlement over liquidated damages, net gain on Kanan write-off, working capital adjustment, release of accumulated translation adjustment and share in income of associated company.

  2. Includes short-term and long-term debt and excludes loans and notes owed to our parent company.

  3. Net debt is defined as total debt attributable to each of IC Power's subsidiaries, excluding debt owed to our parent company, minus the cash and short term deposits and restricted cash of such companies. Net debt is not a measure of liabilities in accordance with IFRS. The tables below set forth a reconciliation of net debt to total debt for IC Power's subsidiaries.

  4. Kallpa merged with CDA in August 2017, with the surviving entity renamed Kallpa Generación SA.

  5. Through ICPNH, IC Power indirectly holds 65% interests in Corinto and Tipitapa Power and 61% interests in Amayo I and Amayo II.

  6. Outstanding debt includes \$448 million of debt of Inkia.

  7. Includes \$12 million of IC Power's outstanding debt; and \$97 million of debt of IC Power's subsidiary Overseas Investment Peru.

The following tables set forth a reconciliation of net income (loss) to Adjusted EBITDA for IC Power's subsidiaries for the three months ended September 30, 2016:

Kallpa1 Samay I OPC AIE ICPNH Puerto
Quetzal
Net income (loss) \$
14
\$
(3)
\$
7
\$
\$
\$
1
Depreciation and amortization 13 4 7 3 1
Finance expenses, net 15 6 6 1 2
Income tax expense (benefit) 11 (1) 3 1
Adjusted EBITDA \$
53
\$
6
\$
23
\$
1
\$
5
\$
3
  1. Kallpa merged with CDA in August 2017, with the surviving entity renamed Kallpa Generación SA.
Nejapa Cenérgica Kanan Guatemel
(\$ millions)
COBEE Central
Cardones
Colmito
Net income (loss) \$
1
\$ 2 \$ (4) \$
\$ 1 \$ \$ 1
Depreciation and
amortization
1 5 1 1
Finance expenses, net 1
Income tax expense 1 1 1
Adjusted EBITDA \$
3
\$ 2 \$ 2 \$
\$ 3 \$ 2 \$ 1
CEPP JPPC Surpetroil1
RECSA
IC Power
Distribution
Holdings
Inkia &
Other
OPC
Energy
IC Power &
Other
(\$ millions)
Net income (loss) \$ 1 \$ 1 \$ (1) \$ \$
(2)
\$
(16)
\$ (1) \$ (8)
Depreciation and
amortization
1 (1) 7
Finance expenses, net 2 8 1 7
Adjusted EBITDA \$ 1 \$ 2 \$ (1) \$ (1) \$
\$
(1)
\$ \$ (1)
  1. In April 2017, IC Power sold its 60% interest in Surpetroil.
IC Power
DEOCSA DEORSA Total
(\$ millions)
Net income (loss) \$ 7 \$
5
\$
6
Depreciation and amortization 2 3 48
Finance expenses, net 1 1 51
Income tax expense 2 2 21
Adjusted EBITDA \$ 12 \$
11
\$
126

The tables below set forth a reconciliation of net debt to total debt for IC Power's subsidiaries as of September 30, 2016.

Kallpa1
Samay I
OPC
AIE
ICPNH Puerto
Quetzal
Nejapa Cenérgica Kanan
Total debt \$ 1,012 \$ 339 \$ 380 \$ \$ 91 \$ 18 \$
4
\$ 1 \$ 55
Cash 59 23 61 14 11 4 12 2 3
Net Debt \$ 953 \$ 316 \$ 319 \$ (14) \$ 80 \$ 14 \$
(8)
\$ (1) \$ 52
  1. Kallpa merged with CDA in August 2017, with the surviving entity renamed Kallpa Generación SA.

IC Power
Guatemel COBEE Central
Cardones
Colmito CEPP JPPC Surpetroil RECSA Distribution
Holdings
Inkia &
Other
(\$ millions)
Total debt \$
— \$
70 \$
35
\$ 17 \$ 11 \$ 6 \$ 2 \$ 5 \$ 119 \$ 448
Cash 1 18 2 2 4 2 1 1 80
Net Debt \$
(1) \$
52 \$
33
\$ 15 \$ 7 \$ 4 \$ 1 \$ 4 \$ 119 \$ 368
IC Power &
OPC Energy Other DEOCSA DEORSA Total IC Power
(\$ millions)
Total debt \$ 55 \$ 109 \$ 186 \$ 122 \$ 3,085
Cash 20 126 11 7 464
Net debt 35 (17) 175 115 2,621

Appendix F

Summary of Qoros' Unaudited Condensed Consolidated Financial Information

For the nine months ended
In millions of RMB September 30,
2017
September 30,
2016
September 30,
2017
September 30,
2016
Revenue 984 1,718 306 607
Cost of sales (1,248) (2,176) (397) (824)
Gross profit (264) (458) (91) (217)
Other income 313 66 4 35
Research and development expenses (81) (123) (1) (41)
Selling, general and administrative expenses (316) (578) (115) (176)
Other expenses (11) (12) (2) (5)
(Loss)/Profit from operation (359) (1,105) (205) (404)
Finance income 8 50 2 -
Finance costs (259) (300) (82) (61)
Net finance cost (251) (250) (80) (61)
Loss for the period (610) (1,355) (285) (465)

Qoros' Consolidated Statement of Financial Position

As of
September 30,
As of
December 31,
In millions of RMB 2017 2016
Assets
Property, plant and equipment 4,062 4,219
Intangible assets 4,301 4,323
Prepayments for purchase of equipment 10 1
Lease prepayments 196 199
Trade and other receivables 92 92
Pledged deposits - 8
Equity-accounted investees 2 2
Non-current assets 8,663 8,844
Inventories 210 322
VAT recoverable 844 808
Available for sale financial assets - 100
Trade and other receivables 66 60
Prepayments 67 13
Pledged deposits 28 36
Cash and cash equivalents 327 465
Current assets 1,542 1,804
Total assets 10,205 10,648
Equity
Paid-in capital 10,425 10,425
Reserves 54 54
Accumulated losses (10,643) (10,033)
Total equity (164) 446
Liabilities
Loans and borrowings 4,268 4,249
Deferred income 164 412
Trade and other payables 1,111 112
Provision 55 56
Non-current liabilities 5,598 4,829
Loans and borrowings 2,517 2,641
Trade and other payables 2,240 2,685
Deferred income 14 47
Current liabilities 4,771 5,373
Total liabilities
10,369 10,202
Total equity and liabilities 10,205 10,648

Appendix G

Definition of Qoros' Adjusted EBITDA and non-IFRS Reconciliation

This press release presents the Adjusted EBITDA of Qoros, which is a financial metric considered to be a "non-IFRS financial measure." Non-IFRS financial measures should be evaluated in conjunction with, and are not a substitute for, IFRS financial measures. The non-IFRS financial information presented herein should not be considered in isolation from or as a substitute for operating income, net income or per share data prepared in accordance with IFRS.

Qoros defines "Adjusted EBITDA" for each period as net loss for the period, excluding net finance costs, depreciation and amortization and other income relating to license rights. 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 income or loss, cash flow from operations or other measures of operating performance or liquidity 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. Adjusted EBITDA presents limitations that impair its use as a measure of our profitability since it does not take into consideration certain costs and expenses that result from our business that could have a significant effect on our net income, such as financial expenses, taxes, depreciation, capital expenses and other related charges.

Qoros believes that the disclosure of Adjusted EBITDA provides transparent and useful information to investors and financial analysts in their review of Qoros' 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 is a reconciliation of Qoros' net loss to Adjusted EBITDA for the periods presented. Other companies may calculate Adjusted EBITDA differently, and therefore this presentation of Adjusted EBITDA may not be comparable to other similarly titled measures used by other companies.

For the nine months ended For the three months ended
In millions of RMB September 30,
2017
September 30,
2016
September 30,
2017
September 30,
2016
Net loss for the period (610) (1,355) (285) (465)
Net finance costs 251 250 80 61
Depreciation and Amortization 293 613 90 254
Other income – license rights (270) - - -
Adjusted EBITDA (336) (492) (115) (150)

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