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Kenon Holdings Ltd.

Quarterly Report Jun 1, 2017

6878_rns_2017-06-01_03827763-c196-425f-b77c-85c4d606cc21.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

May 31, 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 May 31, 2017: Kenon Holdings Reports Q1 2017 Results and Additional Updates 99.2 Q1 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: May 31, 2017 By: /s/ Yoav Doppelt

Name:Yoav Doppelt Title: Chief Executive Officer

Exhibit 99.1

-IC Power continued to grow in Q1 2017-

Driven by the completion of greenfield projects and the acquisition of distribution business

Kenon Holdings Reports First Quarter 2017 Results and Additional Updates

Singapore, May 31, 2017. Kenon Holdings Ltd. (NYSE: KEN, TASE: KEN) announces its results for Q1 2017 and additional updates on its businesses.

Key Highlights

IC Power

  • IC Power's revenues in Q1 2017 increased by 29% to \$544 million, as compared to \$422 million in Q1 2016.
  • IC Power's net income attributable to Kenon in Q1 2017 was \$12 million (\$15 million excluding finance expenses due to intercompany loans owing to Kenon1), as compared to \$13 million (\$14 million excluding finance expenses due to intercompany loans owing to Kenon) in Q1 2016.
  • IC Power's Adjusted EBITDA2 in Q1 2017 increased by 47% to \$146 million, as compared to \$99 million in Q1 2016.
  • IC Power's distribution segment generated revenues of \$139 million, net income of \$12 million and Adjusted EBITDA2 of \$24 million in Q1 2017.
  • In April 2017, IC Power entered into an agreement to acquire 95% of the shares of Zomet, which is developing a project for the construction of a natural gas-powered power plant, using an open cycle conventional technology, with an installed capacity of 396 MW, in Israel.

Discussion of Results for the Three Months Ended March 31, 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.

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 \$1 million in Q1 2017 and Q1 2016, respectively.

2 Adjusted EBITDA is a non-IFRS measure. See Exhibit 99.2 of Kenon's Form 6-K dated May 31, 2017 for the definition of IC Power's Adjusted EBITDA and a reconciliation to IC Power's, and each of its segments', net income.

See Exhibit 99.2 of Kenon's Form 6-K dated May 31, 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 March 31, 2017
(in USD millions)
Generation Distribution Adjustments Total
Central
Peru Israel America Other1 Guatemala
Revenues 172 99 88 46 139 - 544
Cost of Sales2 (102) (70) (65) (29) (109) - (375)
Net Income (loss) 22 11 6 (31) 12 2 22
Adjusted EBITDA 64 28 20 10 24 - 146
Three Months Ended March 31, 2016
(in USD millions)
Generation Distribution Adjustments Total
Central
Peru Israel America Other1 Guatemala
Revenues 121 90 75 35 101 - 422
Cost of Sales2 (79) (65) (57) (22) (79) - (302)
Net Income (loss) 16 13 2 (15) 3 2 21
Adjusted EBITDA 39 22 15 8 15 - 99

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.

  1. Excludes depreciation and amortization.

  2. Revenues—\$544 million in Q1 2017, as compared to \$422 million in Q1 2016. The increase was primarily due to the commencement of commercial operations of Samay I (Peru segment) in May 2016, and CDA (Peru segment) in August 2016, as well as an increase in the revenue of IC Power's distribution business (as the Q1 2016 results of IC Power's distribution business only reflect the results since the consolidation of such business on January 22, 2016);

  3. Cost of sales—\$375 million in Q1 2017, as compared to \$302 million in Q1 2016, primarily as a result of the items described above with respect to the increase in revenues;
  4. Net income—\$22 million in Q1 2017, as compared to \$21 million in Q1 2016. The main changes in net income in Q1 2017, compared to Q1 2016, include:
    • a \$9 million increase in the net income of IC Power's distribution business primarily because their results for Q1 2016 were only consolidated from January 22, 2016;
    • a \$6 million increase in the net income of the Peru segment primarily due to an increase of \$4 million and \$3 million in the net income of CDA and Samay I, respectively, due to the commencement of their commercial operations in Q3 and Q2 2016, respectively;
  5. a \$4 million increase in the net income of the Central America segment driven by an increase of \$2 million in the net income of Kanan (Panama), due to the commencement of its commercial operations in Q2 2016; and
  6. a \$16 million decrease in the Other segment principally as a result of (1) a \$20 million asset impairment in connection with the sale of Surpetroil (Colombia); (2) a \$3 million interest expense related to the \$100 million Overseas Facility (since May 2016); and (3) a \$2 million increase in finance expenses related to the \$220 million notes issued by IC Power to Kenon in March 2016. These effects were partially offset by \$10 million in other income received by IC Power Distribution Holdings ("ICPDH"), the holding company of IC Power's distribution businesses from the prior owner of Energuate, as a result of a working capital adjustment in connection with the acquisition of Energuate in January 2016 (as described below).

IC Power's net income attributable to Kenon in Q1 2017 was \$12 million (\$15 million excluding finance expenses due to intercompany loans owing to Kenon3), as compared to \$13 million (\$14 million excluding finance expenses due to intercompany loans owing to Kenon) in Q1 2016; and

Adjusted EBITDA—\$146 million in Q1 2017, as compared to \$99 million in Q1 2016, primarily due to the commencement of commercial operations of CDA (\$18 million increase), Samay I (\$12 million increase) and Kanan (\$5 million increase) in Q2 and Q3 2016, and an increase of \$8 million in Energuate's Adjusted EBITDA (as the Q1 2016 results of IC Power's distribution business only reflect the results since the consolidation of such business on January 22, 2016).

A discussion of revenues, cost of sales, net income and Adjusted EBITDA for IC Power's generation business by segment for Q1 2017, as compared to Q1 2016 is as follows:

Generation - Peru Segment

Three Months Ended March 31, 2017
Entity Ownership
Interest
(%)
Revenues
Cost of
Sales
Adjusted
EBITDA
Net
Income
(\$ millions)
Kallpa 75 \$ 108 \$
70
\$ 34 \$ 13
CDA 75 31 11 18 5
Samay I 75 33 21 12 4
TOTAL \$ 172 \$
102
\$ 64 \$ 22
Three Months Ended March 31, 2016
Entity Ownership
Interest
(%)
Revenues Cost of
Sales
Adjusted
EBITDA
Net
Income
(\$ millions)
Kallpa 75 \$ 121 \$ 79 \$ 39 \$ 14
CDA 75 - - - 1
Samay I 75 - - - 1
TOTAL \$ 121 \$ 79 \$ 39 \$ 16

3 Net income excluding finance expenses due to intercompany loans owing to Kenon is a non-IFRS measure. IC Power's finance expenses relating to intercompany notes owing to Kenon were \$3 million and \$1 million in Q1 2017 and Q1 2016, respectively.

  • Revenues—\$172 million in Q1 2017, as compared to \$121 million Q1 2016, primarily as a result of the contribution to revenues of CDA and Samay I, which commenced operations in Q3 and Q2 2016. The increase was partially offset by a \$13 million decrease in Kallpa's revenues, primarily as a result of a 12% decrease in the volume of energy sold and a 7% decrease in Kallpa's average selling price, due to the current oversupply of capacity in the Peruvian power market, which has resulted in (i) downward pressure on prices and (ii) certain Peruvian distribution companies who are eligible to purchase energy as unregulated customers purchasing energy directly from power generators;
  • Cost of sales—\$102 million in Q1 2017, as compared to \$79 million in Q1 2016, primarily as a result of the contribution of cost of sales from CDA and Samay I. The increase was partially offset by a decrease of Kallpa's cost of sales, primarily due to a \$5 million decrease in Kallpa's energy purchases due to lower prices;
  • Net income—\$22 million in Q1 2017, as compared to \$16 million Q1 2016, primarily as a result of the commencement of commercial operations of CDA and Samay I; and
  • Adjusted EBITDA—\$64 million in Q1 2017, as compared to \$39 million in Q1 2016, primarily as a result of the commencement of commercial operations of CDA and Samay I. This increase was partially offset by a decrease in Kallpa's Adjusted EBITDA, due to the factors described above.

Generation - Israel Segment

Three Months Ended March 31, 2017
Entity Ownership
Interest
(%)
Revenues Cost of
Sales
Adjusted
EBITDA
Net
Income
(\$ millions)
OPC-Rotem 80 \$ 87 \$ 59 \$ 28 \$ 12
OPC-Hadera 100 12 11 - (1)
TOTAL \$ 99 \$ 70 \$ 28 \$ 11
Three Months Ended March 31, 2016
Entity Ownership
Interest
(%)
Revenues Cost of
Sales
Adjusted
EBITDA
Net
Income
(\$ millions)
OPC-Rotem 80 \$ 77 \$ 54 \$ 22 \$ 13
OPC-Hadera 100 13 11 - -
TOTAL \$ 90 \$ 65 \$ 22 \$ 13
  • Revenues—\$99 million in Q1 2017, as compared to \$90 million in Q1 2016, primarily as a result of a \$10 million increase in revenues contributed by OPC-Rotem as a result of a 12% increase in OPC-Rotem's average energy selling price, due to the new electricity tariffs introduced by the Israel Electricity Authority (the "EA") in January 2017, as well as fluctuations of the Israeli Shekel exchange rate;
  • Cost of sales—\$70 million in Q1 2017, as compared to \$65 million in Q1 2016, primarily as a result of a \$3 million increase in OPC-Rotem's regulatory expense costs, as a result of an increase in the tariffs;
  • Net income—\$11 million in Q1 2017, as compared to \$13 million in Q1 2016, primarily due to an increase in OPC-Rotem's depreciation, as well as exchange rate fluctuations of the Israeli Shekel against the US dollar; and
    • 4

Adjusted EBITDA—\$28 million in Q1 2017, as compared to \$22 million in Q1 2016, primarily due to the increase in electricity tariffs, as well as exchange rate fluctuations of the Israeli Shekel against the US dollar.

Generation - Central America Segment

Three Months Ended March 31, 2017
Entity (Country) Ownership
Interest
(%)
Revenues Cost of
Sales
Adjusted
EBITDA
Net
Income
(\$ millions)
ICPNH (Nicaragua) 61-65 25 16 9 3
Kanan (Panama) 100 19 14 5 -
Nejapa and Cenérgica (El Salvador) 100 32 27 4 3
Puerto Quetzal (Guatemala) 100 15 11 2 1
Guatemel (Guatemala)1 100 2 2 - -
Eliminations (5) (5) - (1)
TOTAL \$
88
\$
65
\$
20
\$
6
  1. In January 2016, IC Power acquired Guatemel, an electricity trading company, as part of its acquisition of its distribution businesses. However, Guatemel's results are included within IC Power's generation business as a result of its business line.
Three Months Ended March 31, 2016
Entity (Country) Ownership
Interest
(%)
Revenues Cost of
Sales
Adjusted
EBITDA
Net
Income
(\$ millions)
ICPNH (Nicaragua) 61-65 23 13 10 4
Kanan (Panama) 100 15 14 - (2)
Nejapa and Cenérgica (El Salvador) 100 21 16 3 2
Puerto Quetzal (Guatemala) 100 15 13 2 (1)
Guatemel (Guatemala) 100 1 1 - -
Eliminations (1)
TOTAL \$
75
\$
57
\$
15
\$
2
  • Revenues—\$88 million in Q1 2017, as compared to \$75 million in Q1 2016. The increase in revenues was primarily due to (i) a \$7 million increase in Nejapa's revenues due to a 52% increase in average energy selling prices in connection with an increase in HFO prices, (ii) a \$4 million increase in Cenergica's revenue from energy trading, (iii) a \$4 million increase in Kanan's revenues in Q1 2017 as compared to Q1 2016, as Kanan was only partially operated in Q1 2016 and (iv) a \$2 million increase in ICPNH's revenue due to a 81% increase in Tipitapa's average energy selling price in connection with an increase in HFO prices;
  • Cost of sales—\$65 million in Q1 2017, as compared to \$57 million in Q1 2016, primarily as a result of (i) a \$7 million increase in Nejapa's cost of sales mainly due to an increase in HFO prices and (ii) a \$3 million increase in ICPNH's cost of sales due to an increase in HFO prices. These effects were partially offset by a \$2 million decrease in Puerto Quetzal's fuel costs as a result of a 71% decrease in the volume of energy generated;
  • Net income—\$6 million in Q1 2017, as compared to \$2 million in Q1 2016, primarily due to an increase of \$2 million in Kanan's net income, due to the commencement of its commercial operations in April 2016, and a \$2 million increase in Puerto Quetzal's net income due to lower finance expenses; and
  • Adjusted EBITDA—\$20 million in Q1 2017, as compared to \$15 million in Q1 2016, primarily due to a \$5 million increase in Kanan's Adjusted EBITDA, due to the commencement of its commercial operations in April 2016.

Generation - Other Segment

Three Months Ended March 31, 2017
Entity (Country) Ownership
Interest
(%)
Revenues Cost of
Sales
Adjusted
EBITDA
Net
Income
(\$ millions)
COBEE (Bolivia) 100 12 4 7 4
Central Cardones (Chile) 87 4 - 3 1
Colmito (Chile) 100 6 5 1 -
CEPP (Dominican Republic) 97 11 9 1 -
JPPC (Jamaica) 100 11 10 - (1)
Surpetroil (Colombia) 60 2 1 - -
IC Power Distribution Holdings (non-operating holdco) 100 - - 8
Inkia & Other (non-operating holdcos) 100 - - (1) (33)
IC Power, ICPI & Other (non-operating holdcos) 100 - - (1) (9)
RECSA (Guatemala)1 100 - - - -
Eliminations (1)
TOTAL \$
46
\$
29
\$
10
\$
(31)
  1. In January 2016, IC Power acquired RECSA, an electricity transmission company, as part of its acquisition of its distribution business. However, RECSA's results are included within IC Power's generation business as a result of its business line.
Three Months Ended March 31, 2016
Entity (Country) Ownership
Interest
(%)
Revenues Cost of
Sales
Adjusted
EBITDA
Net
Income
COBEE (Bolivia) 100 12 4 (\$ millions)
7
4
Central Cardones (Chile) 87 2 2
Colmito (Chile) 100 6 5
CEPP (Dominican Republic) 97 6 5 (1)
JPPC (Jamaica) 100 7 7 (1)
Surpetroil (Colombia) 60 2 1
IC Power Distribution Holdings (non-operating holdco) 100 (2)
Inkia & Other (non-operating holdcos) 100 (10)
IC Power, ICPI & Other (non-operating holdcos) 100 (1) (4)
Eliminations (1)
TOTAL \$
35
\$
22
\$
8
\$
(15)
  • Revenues—\$46 million in Q1 2017, as compared to \$35 million in Q1 2016, primarily as a result of (i) a \$5 million increase in CEPP's revenues as a result of a 77% increase in the volume of energy sold as a result of PPAs which commenced in November 2016 and March 2017, respectively and (ii) a \$4 million increase in JPPC's revenues as a result of a 60% increase in JPPC's selling prices, due to an increase in HFO prices;
  • Cost of sales—\$29 million in Q1 2017, as compared to \$22 million in Q1 2016, primarily as a result of (i) a \$4 million increase in CEPP's cost of sales due to an increase in CEPP's energy purchases as a result of lower energy generation, and (ii) a \$3 million increase in JPPC's fuel expenses as a result of higher HFO prices;
  • Net loss—\$31 million in Q1 2017, as compared to \$15 million in Q1 2016, primarily due to (i) a \$20 million asset impairment due to the sale of Surpetroil; and (ii) a \$5 million increase in finance expenses in IC Power's holding companies, including (a) a \$3 million interest expense related to the \$100 million Overseas Facility and (b) a \$2 million increase in finance expenses related to the \$220 million notes issued by IC Power to Kenon in March 2016. These effects were partially offset by the \$10 million payment received by ICPDH as a result of the working capital adjustment in connection with the acquisition of Energuate in January 2016; and
  • Adjusted EBITDA—\$10 million in Q1 2017, as compared to \$8 million in Q1 2016.

Distribution Segment

Three Months Ended March 31, 2017
Entity Ownership
Interest
(%)
Revenues Cost of
Sales
Adjusted
EBITDA
Net
Income
(\$ millions)
DEORSA 93 \$ 61 \$ 48 \$ 10 \$ 5
DEOCSA 91 78 61 14 7
TOTAL \$ 139 \$ 109 \$ 24 \$ 12
Three Months Ended March 31, 20161
Entity Ownership
Interest
(%)
Revenues Cost of
Sales
Adjusted
EBITDA
Net
Income
(\$ millions)
DEORSA 93 \$ 43 \$ 34 \$ 6 \$ 2
DEOCSA 91 58 45 9 1
TOTAL \$ 101 \$ 79 \$ 15 \$ 3

1. The results of IC Power's distribution segment reflect the results of such segment since January 22, 2016, the date on which IC Power's distribution business was acquired and consolidated.

Revenues—\$139 million in Q1 2017, as compared to \$101 million in Q1 2016, as IC Power's distribution businesses' results for Q1 2016 only reflected the 69 days after such businesses were acquired and consolidated, and due to increased revenues from energy sales due to a higher tariff;

  • Cost of sales—\$109 million in Q1 2017, as compared to \$79 million in Q1 2016, as IC Power's distribution businesses' results for Q1 2016 only reflected the 69 days after such businesses were acquired and consolidated, and due to a \$4 million increase in Energuate's energy purchase expenses due to an increase in the price of energy purchases;
  • Net income—\$12 million in Q1 2017, as compared to \$3 million in Q1 2016, primarily due to the factors discussed above; and
  • Adjusted EBITDA—\$24 million in Q1 2017, as compared to \$15 million in Q1 2016, due to the factors discussed above.

Capital Expenditures

IC Power's capital expenditures were \$40 million in Q1 2017, including \$24 million in capital expenditures for maintenance of existing facilities (which included \$6 million for Energuate) and \$16 million in capital expenditures for construction of the OPC-Hadera plant.

Liquidity and Capital Resources

As of March 31, 2017, IC Power had cash and cash equivalents of \$283 million, no short-term deposits, restricted cash of \$126 million (including long-term portion), and total outstanding consolidated indebtedness of \$3,145 million (excluding IC Power's \$145 million note payable to Kenon), consisting of \$501 million of short-term indebtedness, and \$2,644 million of long-term indebtedness.

In April 2017, IC Power loaned \$50 million to Kenon.

For information regarding the Energuate bond issuance, loan and repayment of the ICPDH credit facility, as well as IC Power Israel Ltd.'s ("ICPI") bond issuances and repayment of its credit facility, see "—Business Developments—Energuate Bonds" and "—Business Developments—ICPI Bonds and Restructuring."

Business Developments

Update on the Construction of the OPC-Hadera Plant

OPC-Hadera is constructing a 140 MW co-generation power plant in Israel. IC Power expects that the total cost of the OPC-Hadera plant will be approximately \$250 million (including the acquisition price of NIS 60 million (approximately \$16 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 March 31, 2017, OPC-Hadera had invested an aggregate of \$89 million in the project and completed approximately 50% of the project.

In March 2017, following the full investment of the project's equity contribution, OPC-Hadera made its first drawings under the NIS 1 billion (approximately \$261 million) loan agreement relating to the project.

Zomet Acquisition

In April 2017, IC Power entered into an agreement to acquire 95% of the shares of Zomet. Zomet is developing a project for the construction of a natural gas-powered power plant in Israel, with an installed capacity of 396 MW, using open-cycle conventional technology.

The consideration for the transaction is expected to be approximately \$24 million, subject to adjustments pertaining to the installed capacity of the Zomet project and subject to the payment milestones stipulated in the agreements.

The completion of the transaction is conditional upon the fulfillment of closing conditions, including receipt of the necessary regulatory approvals, including the approval of the EA for a new conditional license for electricity generation (the approval request was submitted in May 2017) and the approval of the Anti-Trust Commissioner (which approval was received in April 2017).

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. Kanan has property and business interruption insurance for its power plant. Kanan is seeking coverage for the costs of the outage, including repair and replacement costs and loss of profits, as appropriate, from its insurance coverage.

Although Kanan's management is still assessing the impact of the damage and the resulting outage, IC Power does not expect the fire and outage to have a material adverse effect on its financial results.

Sale of Surpetroil and Impairment

In April 2017, IC Power sold its 60% interest in Surpetroil for \$1 million. As result of this transaction, IC Power identified impairment indicators in such assets and conducted an impairment analysis, which resulted in IC Power recording an asset impairment in the amount of \$20 million in Q1 2017.

Energuate Bonds

In May 2017, Energuate issued senior notes in an aggregate principal amount of \$330 million. In connection with the issuance of the notes, Energuate also entered into a Guatemalan-quetzales denominated loan in the amount of approximately \$120 million. The proceeds of the notes and loan were used to repay in full Energuate indebtedness (representing approximately \$317 million as of December 31, 2016) and IC Power's \$120 million ICPDH Credit Agreement (which was entered in connection with IC Power's acquisition of Energuate in January 2016).

The notes accrue interest at a rate of 5.875%, and the loan accrues interest at the weighted average rate (TASA Activa Promedio Ponderada), as published by the Guatemalan Central Bank, less 6.0% (subject to a floor rate of 7.0%). Final maturity of the bonds and loan will occur in 2027.

Energuate Working Capital Adjustment

The purchase price for IC Power's acquisition of Energuate was subject to a working capital adjustment. IC Power and Actis LLP ("Actis"), the prior owner of Energuate, disagreed as to the amount of this adjustment. Pursuant to the share purchase agreement, an accounting firm determined the amount of the adjustment. In April 2017, the accounting firm determined that Actis was required to pay \$10 million to IC Power in relation to the working capital adjustment. In May 2017, Actis made such payment to IC Power. Such payment is reflected in IC Power's Q1 2017 results.

ICPI Bonds and Restructuring

In May 2017, ICPI issued bonds in an aggregate principal amount of NIS320 million (approximately \$89 million). The bonds bear interest at a rate of 4.95%, which is payable semi-annually beginning in 2018, with final maturity occurring in December 2030. The proceeds of the bonds were partially used to repay in full ICPI's mezzanine loan (bearing interest at a rate of 7.75% per annum, linked to the Israeli consumer price index) in the amount of \$62 million (including an early prepayment cost of \$6 million).

In May 2017, IC Power completed a restructuring of ICPI, whereby ICPI, which is the holding company of OPC-Rotem, also became the holding company of OPC-Hadera.

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 in 2018. IC Power has entered into a PPA with a government entity for a period of 20 years, which is subject to the grant of a concession. In May 2017, IC Power was granted such concession.

IC Power is in the process of selecting an EPC contractor and lenders for the project. The total project cost is estimated to be approximately \$100 million, of which approximately 70% is expected to be debt-financed.

Qoros4

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

Revenues

Revenues decreased by 21% to RMB406 million (\$59 million) in Q1 2017, as compared to RMB512 million (\$74 million) in Q1 2016. The decrease in revenues in Q1 2017 reflects an approximately 24% decrease in car sales from approximately 4,900 cars in Q1 2016 to approximately 3,700 cars in Q1 2017.

Cost of Sales

Cost of sales decreased by 22% to RMB477 million (\$69 million) in Q1 2017, as compared to RMB611 million (\$89 million) in Q1 2016. The decrease in cost of sales is primarily due to the decrease in the number of cars sold in Q1 2017.

Selling, General and Administrative Expenses

Selling, general and administrative expenses decreased by 32% to RMB100 million (\$14 million) in Q1 2017, as compared to RMB147 million (\$21 million) in Q1 2016. The decrease reflects cost-cutting measures implemented by Qoros, including a reduction in advertising, marketing and promoting and personnel expenses.

Net Finance Costs

Net finance costs increased by 57% to RMB77 million (\$11 million) in Q1 2017, as compared to RMB49 million (\$7 million) in Q1 2016, primarily due to a decrease in finance income as a result of exchange rate effects.

4 Convenience translations of RMB amounts into US Dollars use a rate of 6.9:1.

Loss for the Period

Loss for the period decreased by 8% to RMB283 million (\$41 million) in Q1 2017, as compared to RMB308 million (\$45 million) in Q1 2016.

EBITDA5

Qoros' EBITDA improved to negative RMB89 million (\$13 million) in Q1 2017 from negative RMB131 million (\$19 million) in Q1 2016. The improvement in EBITDA was mainly due to a reduction in advertising, marketing and promoting and personnel expenses in Q1 2017, as well as the improvement in Qoros' product mix.

Liquidity

As of March 31, 2017, Qoros had total loans and borrowings (excluding shareholder loans) of RMB5.2 billion (\$754 million) and current liabilities (excluding shareholder loans) of RMB3.6 billion (\$528 million), including trade and other payables of RMB2.4 billion (\$342 million), and current assets of RMB1.4 billion (\$203 million), including cash and cash equivalents of RMB65 million (\$9 million). Qoros uses a portion of its liquidity to make debt service payments. Qoros is currently required to make principal payments on its RMB3 billion facility and will be required to make principal payments on its RMB1.2 billion (\$174 million) facility and RMB700 million (\$101 million) facility beginning in August 2017 and May 2018, respectively. Qoros' lenders have agreed, subject to final documentation, to reschedule principal payments under the RMB3 billion and RMB1.2 billion originally scheduled to be made in 2017 and 2018, with principal payments now scheduled to be made between 2019 and 2022 (in the case of the RMB3 billion facility) and between 2019 and 2024 (in the case of the RMB1.2 billion facility).

Qoros' principal sources of liquidity have been cash inflows received from financing activities, including long term loans, short term facilities 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, to fund its development and operations.

In March 2017, Kenon agreed to fund up to RMB777 million (\$114 million) to Qoros in two equal tranches, concurrently with a reduction in its back-to-back guarantees to Chery. The first tranche of loans were provided to Qoros in March 2017 in the amount of RMB388 million (\$57 million). In April 2017, Kenon funded a part of the second tranche in the amount of RMB100 million (\$15 million). The proceeds of these loans have been used to support Qoros' ordinary course working capital requirements, debt service requirements and investments in new initiatives, such as new-energy vehicles, while Qoros continues its fund raising efforts.

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

Business Updates

Car Sales

In the three months ended March 31, 2017 Qoros' sales decreased by approximately 24% to approximately 3,700 vehicles, as compared to the three months ended March 31, 2016.

5 EBITDA is a non-IFRS measure. See Exhibit 99.2 of Kenon's Form 6-K dated May 31, 2017 for the definition of Qoros' EBITDA and a reconciliation to its total loss for the applicable period.

11

Dealerships

Qoros' strategy includes expanding its dealer network and opening new points of sales. As of March 31, 2017, Qoros' dealership network included 118 points of sales, 13 additional points of sales under construction and memorandums of understanding with respect to the potential development of 13 additional points of sales.

Qoros is seeking to increase the size of its dealer network by expanding into smaller Chinese cities (i.e., Tier 3 and Tier 4 cities) and creating incentives for its high-performing dealers to open additional points of sales.

Strategic Partnership with Yibin Municipal Government ("Yibin")

In April 2017, Qoros, together with Chery and Yibin, signed a three-party agreement on strategic cooperation. In addition, Chery, Yibin (through its investment platform company), Quantum, and Qoros have signed an investment agreement that provides for joining Yibin as a strategic partner with Qoros and for a collaboration on conventional and new energy projects in Yibin, Sichuan Province, subject to certain conditions. According to the agreements, Yibin, through its investment platform company, will establish with Qoros an NEV manufacturing base in Yibin. To date, the conditions have not been met and the parties remain in discussions.

ZIM

Discussion of ZIM's Results for Q1 2017

In Q1 2017, ZIM's revenues increased by 4% to approximately \$655 million, as compared to approximately \$630 million in Q1 2016. The increase was primarily driven by an increase in income from containerized cargo in an amount of approximately \$32 million, as ZIM carried approximately 598 thousand TEUs in Q1 2017, representing a 4% increase as compared to Q1 2016, in which ZIM carried approximately 577 thousand TEUs.

ZIM's operating expenses in Q1 2017 decreased by 5% to \$571 million, as compared to \$598 million in Q1 2016. The decrease was primarily driven by (i) a \$36 million, or 29%, decrease in lease expenses of vessels and containers, (ii) a \$9 million, or 3%, decrease in expenses related to cargo handling and (iii) a \$6 million, or 11%, decrease in port expenses, partially offset by a \$22 million, or 36%, increase in bunker expenses.

ZIM's net loss attributable to ZIM's owners in Q1 2017 was \$8 million, as compared to \$58 million in Q1 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

Kenon's (Unconsolidated) Liquidity and Capital Resources

As of March 31, 2017, cash, gross debt, and net debt6 (a non-IFRS financial measure, which is defined as gross debt minus cash) of Kenon (unconsolidated) were \$43 million, \$228 million and \$185 million, respectively.

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.

Kenon has fully drawn its \$200 million credit facility from Israel Corporation Ltd. As of March 31, 2017, \$228 million was outstanding under the facility, including interest and fees.

In March 2017, Kenon funded RMB 388 million (approximately \$57 million) to Qoros, reducing Kenon's back-to-back guarantee obligations to Chery from RMB850 million (approximately \$125 million) to RMB425 million (approximately \$63 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 \$46 million).

Set forth below is an overview of Kenon's back-to-back guarantee obligations, after giving effect to the reduction of the back-to-back guarantees discussed above.

Amount of
Guarantee
Remaining
Guarantee
Amount of Loans to Obligations Prior to Release of Kenon Obligations Post
Timing Qoros Loan Guarantees to Chery Loan
First Tranche Loans Completed in March
2017
RMB388 million RMB850 million (plus
interest and fees)1
RMB425 million (plus
certain interest and
fees)
RMB425 million (plus
certain interest and
fees)
Second Tranche Loans
April Disbursement Completed in April
2017
RMB100 million RMB425 million (plus
interest and fees)
RMB105 million (plus
interest and fees)
RMB 320 million
(plus interest and
fees)
Remaining
Disbursements
At Kenon's
discretion
RMB288 million RMB320 million (plus
interest and fees)
RMB320 million (plus
interest and fees)
Total RMB777 million RMB850 million (plus
interest and fees)
  1. Kenon's major shareholder Ansonia has committed to fund RMB25 million (approximately \$4 million) of Kenon's back-to-back guarantee obligations in certain circumstances.

In April 2017, Kenon borrowed \$50 million from IC Power.

Investors' Conference Call

Kenon's management will host a conference call for investors and analysts on June 5, 2017. To participate, please call one of the following teleconferencing numbers:

Singapore: 3158-3851
US: 1-888-668-9141
Israel: 03-918-0609
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 9:00 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;
  • 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 and cost, financing, and timing of the completion of IC Power's OPC-Hadera and Agua Clara projects, statements with respect to the Zomet project, including the expected acquisition cost, installed capacity, fuel source and technology of the plant, the use of proceeds of IC Power's various bond issuances, IC Power's strategy to recoup the costs associated with the Kanan outage from its insurance coverage and the scope of such coverage, and the expected effect of the Kanan outage on IC Power's results, (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 facility and reschedule amortization payments under Qoros' debt facilities, Qoros' strategy to expand its dealer network, and statements with respect to the partnership with Yibin and Qoros' plans to collaborate on new energy and conventional projects and build an NEV manufacturing base, (iii) with respect to Kenon, statements with respect to Kenon's strategy 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 expected budget, or at all, IC Power's inability to complete the Zomet acquisition or complete the project as contemplated, IC Power's ability to recover the costs of the Kanan outage from its insurance coverage, the extent of the effect of the Kanan outage on IC Power's business, and IC Power's ability to use the proceeds of its bond issuances as contemplated, (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 execute its strategy to expand its dealer network and Qoros' ability to satisfy the closing conditions to its partnership with Yibin and complete its contemplated projects, as expected, (iii) with respect to Kenon, changes in events and circumstances which may affect its strategy 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. Barak Cohen VP Business Development and IR [email protected] Tel: +65 6351 1780

External Investor Relations

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

Jonathan Fisch Director, Investor Relations [email protected] Tel: +1 917 891 9855

15

Exhibit 99.2

Financial Information for the First Quarter Ended March 31, 2017 of Kenon, IC Power and Qoros

Table of Contents

  • Appendix A: Summary Kenon consolidated financial information
  • Appendix B: Summary IC Power 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 consolidated financial information

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

Summary Kenon consolidated financial information

Kenon Holdings Ltd

Unaudited Condensed Consolidated Statements of Financial Position

2017
2016
\$ millions
Current assets
Cash and cash equivalents
328
Short-term investments and deposits
110
Trade receivables, net
285
Other current assets, including derivatives instruments
53
Income tax receivable
4
Inventories
89
Total current assets
869
Non-current assets
Investments in associated companies
185
Deposits, loans and other receivables, including derivative instruments
186
Deferred taxes, net
26
Property, plant and equipment, net
3,553
Goodwill and intangible assets, net
366
Total non-current assets
4,316
Total assets
5,185
Current liabilities
Loans and debentures
501
Trade payables
289
Other payables, including derivative instruments
113
Guarantee deposits from customers
61
Provisions
61
Income tax payable
16
Total current liabilities
1,041
Non-current liabilities
Loans, excluding current portion
2,042
Debentures, excluding current portion
850
Derivative instruments
44
Deferred taxes, net
223
Trade payables
41
Other non-current liabilities
55
Total non-current liabilities
3,255
Total liabilities
4,296
Equity
Share capital
1,267
Shareholder transaction reserve
27
Translation reserve
(12)
Capital reserve
11
Accumulated deficit
(622)
Equity attributable to owners of the Company
671
681
Non-controlling interests
218
213
Total equity
889
894
March 31, December 31
327
90
284
50
11
92
854
208
177
25
3,497
377
4,284
5,138
483
286
91
57
119
9
1,045
1,973
857
45
225
44
55
3,199
4,244
1,267
27
(22)
12
(603)
Total liabilities and equity 5,185 5,138

Kenon Holdings Ltd Unaudited Condensed Consolidated Statements of Profit or Loss

For the three months ended March 31,
2017 2016
\$ millions
Revenue 544 422
Cost of sales and services (excluding depreciation) (374) (302)
Depreciation (45) (33)
Gross profit 125 87
Selling, general and administrative expenses (34) (31)
Impairment of assets (20) -
Other income 13 2
Operating profit 84 58
Financing expenses (62) (38)
Financing income 9 4
Financing expenses, net (53) (34)
Share in losses of associated companies, net of tax (22) (40)
Profit/(Loss) before income taxes 9 (16)
Income taxes (19) (12)
Loss for the year (10) (28)
Attributable to:
Kenon's shareholders (20) (36)
Non-controlling interests 10 8
Loss for the period (10) (28)
Basic/diluted loss per share attributable to Kenon's shareholders (in dollars):
Basic/diluted loss per share (0.38) (0.67)

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

For the Three Months ended March 31
2017 2016
\$ millions
Cash flows from operating activities
Loss for the period (10) (28)
Adjustments:
Depreciation and amortization 48 36
Impairment of assets 20
Financing expenses, net 53 34
Share in losses of associated companies, net of tax 22 40
Capital loss, net 1 5
Income taxes 19 12
153 99
Change in inventories 3 (3)
Change in trade and other receivables (2) (25)
Change in trade and other payables (38) (29)
Change in provisions and employee benefits - (40)
Cash generated from operating activities 116 2
Income taxes paid, net (15) (11)
Net cash provided by/(used in) operating activities 101 (9)

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

For the Three Months Ended March 31
2017 2016
\$ millions
Cash flows from investing activities
Proceeds from sale of property, plant and equipment 2 -
Short-term deposits and loans, net (19) 225
Business combinations, less cash acquired - (182)
Investment in associated company - (43)
Sale of securities held for trade and available for sale, net - 6
Acquisition of property, plant and equipment (40) (97)
Acquisition of intangible assets (1) (2)
Interest received 1 2
Payment of deferred acquisition consideration - (1)
Payment to release financial guarantee (57) -
Net cash used in investing activities (114) (92)
Cash flows from financing activities
Dividend paid to non-controlling interests (7) (3)
Proceeds from issuance of shares to holders of non-controlling interests in subsidiaries - 2
Receipt of long-term loans and issuance of debentures 78 104
Repayment of long-term loans and debentures (40) (81)
Short-term credit from banks and others, net 5 107
Interest paid (33) (24)
Net cash provided by financing activities 3 105
(Decrease)/increase in cash and cash equivalents (10) 4
Cash and cash equivalents at beginning of the period 327 384
Effect of exchange rate fluctuations on balances of cash and cash equivalents 11 1
Cash and cash equivalents at end of the period 328 389

Information regarding reportable segments

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

IC Power*
Generation** Distribution Qoros*** Other Adjustments Total
\$ Millions
For the three months ended March 31, 2017
Total sales 405 139 - - - 544
Adjusted EBITDA**** 122 24 - (4) - 142
Depreciation and amortization 43 5 - - - 48
Financing income (1) (8) - (3) 3 (9)
Financing expenses 48 8 - 9 (3) 62
Other items:
Impairment of assets 20 - - - - 20
Other income (10) - - - - (10)
Share in (profits)/losses of associated companies - - 21 1 - 22
100 5 21 7 - 133
Profit/(loss) before taxes 22 19 (21) (11) - 9
Income taxes 12 7 - - - 19
Profit/(loss) for the period 10 12 (21) (11) - (10)

* The total assets and liabilities of IC Power are \$5.0 billion and \$4.1 billion at March 31, 2017, respectively.

** Includes holding company.

*** Associated company.

**** Adjusted EBITDA is a non-IFRS measure.

IC Power*
Generation** Distribution*** Qoros**** Other Adjustments Total
\$ Millions
For the three months ended March 31, 2016
Total sales 321 101 - - - 422
Adjusted EBITDA* 84 15 - (5) - 94
Depreciation and amortization 31 5 - - - 36
Financing income - (2) - (3) 1 (4)
Financing expenses 24 8 - 7 (1) 38
Other items:
Share in losses of associated companies - - 26 14 - 40
55 11 26 18 - 110
Profit/(loss) before taxes 29 4 (26) (23) - (16)
Income taxes 10 2 - - - 12
Profit/(loss) for the period 19 2 (26) (23) - (28)

* The total assets and liabilities of IC Power are \$4.9 billion and \$3.8 billion at March 31, 2016, respectively.

** Includes holding company.

*** Operating since January 22, 2016.

**** Associated company.

***** Adjusted EBITDA is a non-IFRS measure.

Information regarding associated companies

Carrying amounts of investment in
associated companies
Equity in the net (losses) / earnings of
associated companies
as at for the year ended
March 31
2017
December 31
2016
March 31
2017
March 31
2016
\$ millions \$ millions
ZIM 80 82 (1) (15)
Qoros 96 117 (21) (26)
Others 9 9 - 1
185 208 (22) (40)

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

Three Months Ended
March 31,
2017 2016
(US\$ millions)
IC Power 12 14
Qoros (21) (26)
ZIM (1) (16)
Other (10) (8)
Loss attributable to Kenon's shareholders (20) (36)

Appendix B

Summary IC Power unaudited consolidated financial information

IC Power's Consolidated Statement of Income

For the Three Months ended March 31,
2017 2016
US\$ million
US\$ million
Sales 544 422
Cost of sales (excluding depreciation and amortization) (375) (302)
Depreciation and amortization (45) (33)
Gross profit 124 87
General, selling and administrative expenses (29) (26)
Asset write-off (20) -
Other income 13 2
Operating income 88 63
Financing expenses (56) (32)
Financing income 9 2
Financing expenses, net (47) (30)
Share in income of associate - -
Income before taxes 41 33
Taxes on income (19) (12)
Net income for the period 22 21
Attributable to:
Equity holders of the company 12 13
Non-controlling interest 10 8
Net income for the period 22 21

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

Three Months Ended March 31,
2017 2016
(in millions of USD)
Cash flows provided by (used in) operating activities 106 (3)
Cash flows used in investing activities (56) (56)
Cash flows provided by financing activities 2 65
Increase in cash and cash equivalents 52 6
Cash and cash equivalents at end of the period 283 367
Investments in property, plant and equipment1 40 99
Total depreciation and amortization 48 36

1. Not including business combination

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

As at
March 31
2017
December 31
2016
(in millions of USD)
Total financial liabilities1 3,145 3,072
Total monetary assets2 393 308
Total equity attributable to the owners 645 622
Total assets 4,972 4,840
  1. Pertains to loans from banks and others and debentures

  2. Pertains to cash and cash equivalents and short-term deposits

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 before depreciation and amortization, financing expenses, net, income tax expense, impairment of assets and working capital adjustment. 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.

IC Power believes that the disclosure of Adjusted EBITDA and net debt provides transparent and useful information to investors and financial analysts in their review of the company's, or its subsidiaries' and associate's 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 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.

Three Months Ended March 31, 2017
(in USD millions)
Generation Distribution
Peru Israel Central America Other Guatemala Total
Net income (loss) for the period 22 11 7 (30) 12 22
Depreciation and amortization 18 8 8 9 5 48
Financing expenses, net 18 6 2 21 - 47
Income tax expense 6 3 3 - 7 19
Impairment of assets - - - 20 - 20
Working capital adjustment - - - (10) - (10)
Adjusted EBITDA 64 28 20 10 24 146
Three Months Ended March 31, 2016
(in USD millions) (unaudited)
Generation Distribution Adjustments Total
Central
Peru Israel America Other Guatemala
Net income (loss) for the period 16 13 2 (15) 3 2 21
Depreciation and amortization1 12 6 7 8 5 (2) 36
Financing expenses, net 5 2 4 13 6 30
Income tax expense 6 1 2 2 1 12
Adjusted EBITDA 39 22 15 8 15 99
  1. Includes depreciation and amortization expenses from general, selling and administrative expenses.

Appendix D

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 May 31, 2017, according to segment:

Ownership Installed
Percentage Capacity Proportionate
Segment Country Entity (Rounded) Fuel (MW)1 Capacity2 Type of Asset
Peru Peru Kallpa 75% Natural Gas 1,063 797 Greenfield
Peru Samay I 75% Diesel and Natural Gas 632 474 Greenfield
Peru CDA 75% Hydroelectric 545 409 Greenfield
Israel Israel OPC-Rotem 80% Natural Gas and Diesel 440 352 Greenfield
Israel OPC-Hadera3 100% Natural Gas 18 18 Acquired
Nicaragua Corinto 65% HFO 71 46 Acquired
Nicaragua Tipitapa Power 65% HFO 51 33 Acquired
Central Nicaragua Amayo I 61% Wind 40 24 Acquired
Nicaragua Amayo II 61% Wind 23 14 Acquired
America Guatemala Puerto Quetzal 100% HFO 179 179 Acquired
El Salvador Nejapa 100% HFO 140 140 Original Inkia Asset
Panama Kanan4 100% HFO 92 92 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 Pedregal5 21% HFO 54 11 Original Inkia Asset
Total Operating Capacity 3,914 3,133
  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. 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 NIS 60 million (approximately \$16 million) acquisition price of OPC-Hadera), based upon a plant with 140 MW of capacity. Construction commenced in June 2016 and commercial operations are expected to commence by early 2019.

  4. Kanan's barges (representing 92 MW) have been placed offline as a result of a fire that occurred in April 2017.

  5. 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 March 31, 2017
Entity Ownership
Interest
(%)
Sales Cost of
Sales
Adjusted EBITDA1
(\$ millions)
Outstanding
Debt2
Net
Debt3
GENERATION
Peru segment
Kallpa 75 \$ 108 \$ 70 \$
34
\$ 413 \$ 382
CDA 75 31 11 18 589 557
Samay I 75 33 21 12 349 330
Israel segment
OPC-Rotem 80 87 59 28 379 312
OPC-Hadera 100 12 11 70 36
Central America segment
ICPNH4 61-65 25 16 9 84 73
Puerto Quetzal 100 10 11 2 18 13
Nejapa 100 24 20 3 3 (7)
Cenérgica 100 8 2 1 (4)
Kanan 100 19 14 5 43 36
Guatemel 100 2 2 (2)
Other segment
COBEE 100 12 4 7 84 59
Central Cardones 87 4 3 33 31
Colmito 100 6 5 1 17 15
CEPP 97 11 9 1 12 10
JPPC 100 11 10 2
Surpetroil 60 2 1 2 1
Recsa 100 5 3
Holdings5
IC Power Distribution Holdings 100 120 120
Inkia & Other6 100 (1) 448 381
IC Power, ICPI & Other7 100 (1) 164 108
DISTRIBUTION
DEORSA 93 61 48 10 123 117
DEOCSA 91 78 61 14 187 181
TOTAL \$ 544 \$ 375 \$
146
\$ 3,145 \$ 2,752

1. "Adjusted EBITDA" for each entity for the period is defined as net income (loss) before depreciation and amortization, finance expenses, net, income tax expense (benefit), impairment of assets and working capital adjustment.

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

  2. 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.

  3. 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.

  1. Outstanding debt includes \$448 million for Inkia.

  2. Includes \$12 million of IC Power's outstanding debt, \$54 million of ICPI's debt and \$98 million of Overseas Investment Peru's debt.

The following tables set forth a reconciliation of income (loss) to EBITDA for IC Power's subsidiaries for three months ended March 31, 2017:

Kallpa CDA Samay I OPC-Rotem
(\$ millions)
OPC-Hadera ICPNH Puerto
Quetzal
Net income (loss) \$
13
\$
5
\$
4
\$
12
\$
(1)
\$
3
\$
1
Depreciation and amortization 10 4 4 7 1 3
Finance expenses, net 5 10 3 5 1 2
Income tax expense (benefit) 6 (1) 1 4 (1) 1 1
Impairment of assets
Working capital adjustment
EBITDA \$
34
\$
18
\$
12
\$
28
\$
— \$
9 \$
2
Nejapa Cenérgica Kanan Guatemel COBEE Central
Cardones
Colmito
(\$ millions)
Net income (loss) \$ 2 \$ 1 \$ — \$ — \$ 4 \$ 1 \$
Depreciation and amortization 5 1 1
Finance expenses, net 1 1
Income tax expense 1 1 1
Impairment of assets
Working capital adjustment
EBITDA \$ 3 \$ 1 \$ 5 \$ — \$ 7 \$ 3 \$ 1
IC Power
Distribution Inkia & IC Power, ICPI
CEPP JPPC Surpetroil RECSA Holdings Other & Other
(\$ millions)
Net income (loss) \$ — \$ (1) \$ — \$ — \$ 8 \$ (33) \$ (9)
Depreciation and amortization 1 1 5
Finance expenses, net 2 9 8
Income tax expense (benefit) (2)
Impairment of assets 20
Working capital adjustment (10)
EBITDA \$
1
\$ — \$ — \$ — \$ — \$ (1) \$ (1)
IC Power
DEOCSA DEORSA Total
(\$ millions)
Net income (loss) \$
7
\$
5
\$
22
Depreciation and amortization 3 2 48
Finance expenses, net 47
Income tax expense 4 3 19
Impairment of assets 20
Working capital adjustment (10)
EBITDA \$
14
\$
10
\$
146

The tables below set forth a reconciliation of net debt to total debt for IC Power's subsidiaries as of March 31, 2017.

Kallpa CDA
Samay I
OPC
Rotem
OPC
Hadera
(\$ millions)
ICPNH Puerto
Quetzal
Nejapa Cenérgica Kanan
Total debt \$
413
\$ 589 \$ 349 \$ 379 \$ 70 \$ 84 \$ 18 \$ 3 \$ — \$ 43
Cash 31 32 19 67 34 11 5 10 4 7
Net Debt \$
382
\$ 557 \$ 330 \$ 312 \$ 36 \$ 73 \$ 13 \$ (7) \$ (4) \$ 36
Guatemel COBEE Central
Cardones
Colmito CEPP JPPC
(\$ millions)
Surpetroil Recsa IC Power
Distribution
Holdings
Inkia &
Other
Total debt \$ — \$ 84 \$ 33 \$ 17 \$ 12 \$ 2 \$ 2 \$ 5 \$ 120 \$ 448
Cash 2 25 2 2 2 2 1 2 67
Net Debt \$
(2)
\$ 59 \$ 31 \$ 15 \$ 10 \$ - \$ 1 \$ 3 \$ 120 \$ 381
IC Power, ICPI
& Other
DEOCSA
(\$ millions)
DEORSA Total IC
Power
Total debt \$ 164 \$ 187 \$ 123 \$ 3,145
Cash 56 6 6 393
Net debt \$ 108 \$ 181 \$ 117 \$ 2,752

The following table sets forth summary financial information for IC Power's generation subsidiaries and associates for the three months ended March 31, 2016:

Three Months Ended March 31, 2016
Entity Ownership
Interest
(%)
Sales Cost of
Sales
Adjusted
EBITDA1
Outstanding
Debt2
Net
Debt3
(\$ millions)
GENERATION BUSINESS
Peru segment
Kallpa 75 \$ 121 \$ 79 \$
39
\$
401
\$
379
Assets in advance stages of construction
CDA 75 582 544
Samay I 75 333 309
Israel segment
OPC 80 77 54 22 387 282
AIE 100 13 11 (4)
Central America segment
ICPNH4 61-65 23 13 10 97 82
Puerto Quetzal 100 15 13 2 17 10
Nejapa 100 17 13 3 (14)
Cenergica 100 4 3 (2)
Guatemel 100 1 1 (1)
Assets in advance stages of construction
Kanan 100 15 14 61 60
Other segment
COBEE 100 12 4 7 67 48
Central Cardones 87 2 2 40 39
Colmito 100 6 5 17 15
CEPP 97 6 5 11 7
JPPC 100 7 7 4 1
Surpetroil 60 2 1 3 3
Recsa 100 3 2
TOTAL GENERATION BUSINESS 321 223 85 2,023 1,760
DISTRIBUTION BUSINESS
DEORSA 93 43 34 6 107 84
DEOCSA 91 58 45 9 164 149
TOTAL DISTRIBUTION BUSINESS 101 79 15 271 233
IC Power Distribution Holdings 100 118 118
Inkia & Other5 100 448 362
IC Power, ICPI & Other6 100 (1) 95 31
TOTAL HOLDINGS (1) 661 511
TOTAL \$ 422 \$ 302 \$
99
\$
2,955
\$
2,504
  1. "Adjusted EBITDA" for each entity for the period is defined as income (loss) before depreciation and amortization, finance expenses, net and income tax expense (benefit).

  2. Includes short-term and long-term debt.

  3. Net debt is defined as total debt attributable to each of IC Power's subsidiaries, 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. Outstanding debt includes Inkia for \$448 million.

  6. Includes \$38 million of outstanding IC Power debt and \$57 million of ICPI debt.

The following tables set forth a reconciliation of income (loss) to Adjusted EBITDA for IC Power's generation subsidiaries for the three months ended March 31, 2016:

Kallpa CDA Samay I OPC
(\$ millions)
AIE ICPNH Puerto
Quetzal
Income (loss) \$ 14
\$
1 \$
1
\$
13
\$ — \$
4
\$
(1)
Depreciation and amortization 12 6 3 1
Finance expenses, net 6 (1) 2 2 1
Income tax expense (benefit) 7 (1) 1 1 1
Adjusted EBITDA \$ \$
39
— \$ — \$ 22 \$ — \$
10
\$
2
Nejapa Cenérgica Kanan Guatamel
(\$ millions)
COBEE Central
Cardones
Colmito
Income (loss) \$ 2
\$
— \$ (2) \$ — \$
4
— \$
\$
Depreciation and amortization 1 1 1 1
Finance expenses, net 1 1 1
Income tax expense (benefit) 1
Adjusted EBITDA \$ \$
3
— \$ — \$ — \$
7
\$
2
\$
CEPP JPPC Surpetroil RECSA
(\$ millions)
IC Power
Distribution
Holdings
Inkia &
Other
IC Power, ICPI
& Other
Income (loss) \$
(1)
\$
(1)
\$
— \$ — \$ (2)
\$
(10)
\$
(4)
Depreciation and amortization 1 1 3
Finance expenses, net 2 6 3
Income tax expense (benefit) 1
Adjusted EBITDA \$
— \$
— \$ — \$ — \$ — \$ — \$ (1)
IC Power
DEOCSA DEORSA Total
(\$ millions)
Income (loss) \$
1
\$ 2 \$
21
Depreciation and amortization 3 2 36
Finance expenses, net 4 2 30
Income tax expense (benefit) 1 - 12
Adjusted EBITDA \$
9
\$ 6 \$
99

The tables below set forth a reconciliation of net debt to total debt for IC Power's subsidiaries for the three months ended March 31, 2016:

Puerto
Kallpa CDA Samay I OPC AIE ICPNH Quetzal Nejapa Cenérgica Kanan
(\$ millions)
Total debt \$
401
\$ 582 \$
333
\$
387
\$
— \$
97 \$ 17 \$ — \$ — \$ 61
Cash 22 38 24 105 4 15 7 14 2 1
Net Debt \$
379
\$ 544 \$
309
\$
282
\$
(4)
\$ 82 \$ 10 \$ (14) \$ (2) \$ 60
IC Power
Central Distribution Inkia &
Guatemel COBEE Cardones Colmito CEPP JPPC Surpetroil Recsa Holdings Other
(\$ millions)
Total debt \$ — \$ 67 \$
40
\$
17
\$
11
\$ 4 \$ 3 \$ 3 \$ 118 \$ 448
Cash 1 19 1 2 4 3 1 86
Net Debt \$
(1)
\$ 48 \$
39
\$
15
\$
7
\$ 1 \$ 3 \$ 2 \$ 118 \$ 362
IC Power, ICPI &
Other DEOCSA DEORSA Total IC Power
(\$ millions)
Total debt \$ 95 \$ 164 \$ 107 2,955
Cash 64 15 23 451
Net debt 31 149 84 2,504

Appendix F

Summary Qoros unaudited consolidated financial information

Qoros' Consolidated Statement of Profit or Loss

For the Three Months Ended
In millions of RMB 2017 2016
Revenue 406 512
Cost of sales (477) (611)
Gross loss (71) (99)
Other income 10 20
Research and development expenses (37) (30)
Selling, general and administrative expenses (100) (147)
Other expenses (8) (3)
Operating loss (206) (259)
Finance income 4 27
Finance costs (81) (76)
Net finance costs (77) (49)
Loss before tax (283) (308)
Income tax expense
Loss for the year (283) (308)

Qoros ' Consolidated Statement of Financial Position

In millions of RMB
2017
2016
Assets
Property, plant and equipment
4,159
Intangible assets
4,311
Prepayments for purchase of equipment
7
Lease prepayments
198
Trade and other receivables
92
Pledged deposits

Equity
-accounted investee
2
Non
-current assets
8,769
Inventories
343
VAT recoverable
845
Trade and other receivables
59
Prepayments
48
Available for sale financial assets

Pledged deposits
49
Cash and cash equivalents
65
Current assets
1,409
Total assets
10,178
Equity
Paid
-in capital
10,426
Reserves
53
Accumulated losses
(10,316
)
Total equity
163
Liabilities
Loans and borrowings
4,014
Deferred income
402
Trade and other payables
111
At December 31
4,219
4,323
1
199
92
8
2
8,844
322
808
60
13
100
36
465
1,804
10,648
10,426
53
(10,033
)
446
4,249
412
112
Provisions
58
56
-current liabilities
Total Non
4,585
4,829
Loans and borrowings
3,025
2,641
Trade and other payables
2,358
2,685
Deferred income
47
47
Total Current liabilities
5,430
5,373
Total liabilities
10,015
10,202
Total equity and liabilities
10,178
10,648

Appendix G

Definition of Qoros' EBITDA and non-IFRS Reconciliation

This press release presents the EBITDA of Qoros, which is a financial metrics 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 "EBITDA" for each period for as net loss for the year, excluding net finance costs and depreciation and amortization. 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. 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. 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 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 EBITDA for the periods presented. Other companies may calculate EBITDA differently, and therefore this presentation of EBITDA may not be comparable to other similarly titled measures used by other companies.

March 31
In millions of RMB 2017 2016
Net loss for the year (283) (308)
Net finance costs 77 49
Depreciation and Amortization 117 128
EBITDA (89) (131)

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