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Kenon Holdings Ltd.

Quarterly Report Jun 8, 2016

6878_rns_2016-06-08_d2ea9af4-f460-4973-8e1d-315938cc25c6.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

June 8, 2016

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):

EXHIBIT 99.1 TO THIS REPORT ON FORM 6-K IS 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 June 8, 2016: Kenon Holdings Reports First Quarter 2016 Results and Additional Updates

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: June 8, 2016 By: /s/ Yoav Doppelt

Name: Yoav Doppelt Title: Chief Executive Officer

Kenon Holdings Reports First Quarter 2016 Results and Additional Updates

Singapore, June 8, 2016. Kenon Holdings Ltd. (NYSE: KEN, TASE: KEN) announces its results for the first quarter of 2016, as well as additional updates.

Key Highlights

IC Power

  • In the first quarter of 2016, IC Power's net income was \$22 million (net income attributable to Kenon: \$14 million) and its Adjusted EBITDA was \$100 million.
  • From the date of acquisition of IC Power's distribution business (January 22, 2016) through March 31, 2016, IC Power's distribution business generated revenues of \$101 million, net income of \$3 million and Adjusted EBITDA of \$16 million.
  • In April 2016, Kanan (a 92 MW HFO project in Panama) was completed and commenced full commercial operations.
  • In May 2016, Samay I (a 600 MW thermoelectric project in Peru) was completed and commenced commercial operations.
    • IC Power continued to develop its other key development project, CDA (a 510 MW hydro project in Peru). As of March 31, 2016, the CDA project was 94% complete and commercial operations are expected to commence in the second half of 2016.

Qoros

• In April 2016, Kenon's major shareholder agreed to provide loans in an aggregate amount of up to \$50 million, at its discretion, to Qoros. Ansonia and Wuhu Chery each funded approximately \$25 million of these loans in May 2016, with remaining amounts expected to be funded subsequently, at the discretion of Ansonia and Wuhu Chery.

Discussion of Results for Q1 2016

Set forth below is a discussion of Kenon's results of operations. Kenon's consolidated results of operations from its operating companies essentially comprise the consolidated results of IC Power Pte. Ltd. ("IC Power").1 The results of Qoros Automotive Co., Ltd. ("Qoros") and ZIM Integrated Shipping Ltd. ("ZIM") are reflected under results from associates.

IC Power

IC Power's reportable business segments are Generation and Distribution. IC Power's Generation business segment is further segmented by geography: Peru, Israel, Central America (which consists of Nicaragua, Guatemala, El Salvador and Panama) and Other (which consists of Bolivia, Chile, the Dominican Republic, Jamaica and Colombia).

See Appendix A for a summary of IC Power's unaudited consolidated financial information. See Appendix B for the definition of IC Power's Adjusted EBITDA, which is a non-IFRS financial measure, and for a reconciliation to IC Power's, and each of its segments', net income. See Appendix C for summary operational information for each of IC Power's generation businesses. See Appendix D for summary unaudited financial information for each of IC Power's businesses.

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

1 In March 2016, Kenon announced an internal restructuring pursuant to which its subsidiary IC Power Pte. Ltd., which was a holding company with no material assets, acquired I.C. Power Asia Development Ltd. (formerly I.C. Power Ltd.), which held interests in power generation and distribution assets. As a result, IC Power Pte. Ltd. is now the parent holding company of I.C. Power Asia Development Ltd. and the results of IC Power for Q1 2016 are the results of IC Power Pte. Ltd.

Revenues

IC Power's revenues increased by \$100 million, or 31%, to \$422 million in Q1 2016 from \$322 million in Q1 2015. This increase was primarily the result of the acquisition and consolidation in Q1 2016 of IC Power's distribution business, which contributed \$101 million to IC Power's revenues in Q1 2016 from the date of consolidation on January 22, 2016.

IC Power's revenues from its generation business were \$321 million in Q1 2016, as compared to \$322 million in Q1 2015. See below a discussion of revenues for IC Power's generation business by geographical segment for Q1 2016, as compared to Q1 2015:

  • Peru \$121 million, compared to \$108 million in Q1 2015, reflecting a 12% YoY increase, primarily as a result of a \$9 million increase in revenues from ancillary services as a result of an increase in toll tariffs (such tariffs are passed through to customers under power purchase agreements ("PPAs"), so the increase in revenues had a corresponding impact on cost of sales) and a \$3 million increase in revenues from energy sales due to an increase in volume of energy sold from 1,599 GWh in Q1 2015 to 1,723 GWh in Q1 2016;
  • Israel \$90 million, compared to \$88 million in Q1 2015, reflecting a 2% YoY increase, primarily as a result of a \$13 million contribution of revenues from AIE, which was consolidated from August 2015, offset by an \$11 million decrease in OPC's revenues from energy sales due to a decline in the generation component tariff published by Israel's Electricity Authority (the "EA") (which forms the basis for the prices in OPC's PPAs);
  • Central America – \$75 million, compared to \$78 million in Q1 2015, reflecting a 4% YoY decrease. The decrease was primarily the result of the reduction in revenues from Puerto Quetzal (Guatemala) of \$8 million, Nejapa (El Salvador) of \$8 million and ICPNH (Nicaragua) of \$4 million, due to a decline in heavy fuel oil ("HFO") prices. The decline was partially offset by \$15 million in revenues from Kanan (Panama), which partially commenced commercial operations in Q1 2016;
  • Other – \$35 million, compared to \$48 million in Q1 2015, reflecting a 27% YoY decrease, primarily as a result of (i) a \$4 million reduction in revenues from CEPP (Dominican Republic) as a result of a decline in HFO prices and a decrease in capacity revenues due to the 2015 capacity payment recalculation made by the local market regulator, (ii) a \$4 million reduction in revenues from Colmito (Chile), primarily as a result of a decline in energy prices and a decline in energy generation and (iii) a \$4 million decrease in revenues from JPPC (Jamaica), as a result of a decline in HFO prices and a decrease in the volume of energy sold, due to lower plant availability.

Cost of Sales (excluding depreciation and amortization)

IC Power's cost of sales (excluding depreciation and amortization) increased by \$78 million, or 35%, to \$302 million in Q1 2016 from \$224 million in Q1 2015. This increase was primarily the result of the acquisition and consolidation in Q1 2016 of IC Power's distribution business, which contributed \$79 million to IC Power's cost of sales in Q1 2016 from the date of consolidation on January 22, 2016.

IC Power's cost of sales from its generation business were \$223 million in Q1 2016, as compared to \$224 million in Q1 2015. See below a discussion of cost of sales for IC Power's generation business by geographical segment for Q1 2016, as compared to Q1 2015:

  • Peru \$79 million, compared to \$72 million in Q1 2015, reflecting a 10% YoY increase, primarily as a result of a \$9 million increase in transmission charges as a result of an increase in toll tariffs (with such increase in cost of sales corresponding to increased revenues of \$9 million from transmission tolls) and a \$4 million increase in intermediation fees as a result of a renewal of a PPA. The increase was partially offset by a \$5 million reduction in maintenance expenses, due to major maintenance and inspection work which was conducted at Kallpa in Q1 2015;
  • Israel \$65 million, compared to \$56 million in Q1 2015, reflecting a 16% YoY increase, primarily as a result of an \$11 million contribution to cost of sales from AIE, which was consolidated from August 2015. The increase was partially offset by a \$2 million decline in the cost of natural gas purchases by OPC;
  • Central America – \$57 million, compared to \$63 million in Q1 2015, reflecting a 10% YoY decrease, primarily as a result of a \$10 million decline in each of Nejapa's and Puerto Quetzal's cost of sales due to a decline in HFO prices and a decrease in energy purchases. The decline was partially offset by \$14 million in cost of sales from Kanan, which partially commenced commercial operations in Q1 2016;
  • Other – \$22 million, compared to \$33 million in Q1 2015, reflecting a 33% YoY decrease, primarily as a result of a \$3 million and \$4 million decrease in JPPC's and CEPP's cost of sales, respectively, due to a decline in HFO prices, and a \$4 million decrease in Colmito's (Chile) cost of sales due to a decline in energy purchased by Colmito due to high hydrology levels in Chile in Q1 2016.

Net Income

IC Power's net income (attributable to Kenon and non-controlling interest), as reported by IC Power, was \$22 million in Q1 2016, compared to \$21 million in Q1 2015.2 IC Power's distribution business contributed \$3 million in net income from the date of consolidation on January 22, 2016. IC Power's net income from its generation business was \$19 million in Q1 2016, as compared to \$21 million in Q1 2015.

IC Power's net income remained flat in Q1 2016 as compared to Q1 2015, primarily as the result of the changes in revenue and cost of sales as discussed above as well as the following factors:

  • Depreciation and amortization (including depreciation and amortization expenses from general, selling and administrative expenses) of \$36 million in Q1 2016, as compared to \$29 million in Q1 2015, reflecting a 24% YoY increase, primarily as a result of the partial commencement of commercial operations of Kanan during Q1 2016, as well as the acquisition of IC Power's distribution business in Q1 2016;
  • General, selling and administrative expenses (excluding depreciation and amortization) of \$22 million in Q1 2016, as compared to \$13 million in Q1 2015, reflecting a 69% YoY increase, primarily as a result of the acquisition of IC Power's distribution business in Q1 2016, which contributed \$8 million in administrative expenses from the date of consolidation on January 22, 2016;
  • Net finance expenses of \$31 million in Q1 2016, as compared to \$21 million in Q1 2015, reflecting a 48% YoY increase, primarily due to IC Power's distribution business contributing \$7 million in finance expenses from the date of consolidation on January 22, 2016; and
  • Tax expense of \$12 million in Q1 2016, as compared to \$14 million in Q1 2015, reflecting a 14% decrease, primarily as a result of a decline in the tax rate in Israel (from 26.5% to 25%), which was offset in part by higher pretax income in Peru. IC Power's effective tax rate decreased to 36% in Q1 2016 from 40% in Q1 2015, primarily as a result of the lower applicable tax rate in Israel.

Adjusted EBITDA3

IC Power's Adjusted EBITDA, as reported by IC Power, was \$100 million in Q1 2016, as compared to \$85 million for Q1 2015.2 The increase was primarily the result of the acquisition and consolidation in Q1 2016 of IC Power's distribution business, which contributed \$16 million to IC Power's Adjusted EBITDA in Q1 2016 from the date of consolidation on January 22, 2016.

IC Power's Adjusted EBITDA from its generation business was \$84 million in Q1 2016, as compared to \$85 million in Q1 2015. Set forth below is a discussion of Adjusted EBITDA for IC Power's generation business by geographical segment for Q1 2016, as compared to Q1 2015:

  • Peru \$39 million in Q1 2016, compared to \$33 million in Q1 2015. The increase was primarily due to a \$5 million reduction in maintenance expenses, due to major maintenance and inspection work which was conducted at Kallpa in Q1 2015;
  • Israel \$22 million in Q1 2016, compared to \$30 million in Q1 2015. The decline was primarily due to the lower power generation component tariff published by the EA in January 2015 and September 2015 (such tariff forms the basis for the prices in OPC's PPAs), without a similar reduction in OPC's gas prices;
  • Central America \$15 million in Q1 2016, compared to \$12 million in Q1 2015;
  • Other \$8 million in Q1 2016, compared to \$10 million in Q1 2015.
  • 2 IC Power's net income and Adjusted EBITDA, as reported to Kenon, in Q1 2015 were \$16 million (only \$10 million of which was attributable to Kenon as a result of the exclusion of non-controlling interests and intercompany expenses) and \$80 million, respectively. These amounts differ from the respective amounts reported in IC Power's financial statements for the same period as a result of the revision of certain provisions at IC Power, which were adjusted in IC Power's Q1 2015 and 2014 financial statements, but were adjusted in Q2 2015 for Kenon. For further information, see "Decisions by the PUAE (Israel's Power Regulator)" in Kenon's 6-K, dated April 6, 2016, announcing Kenon's Full-Year 2015 Results.
  • 3 For the periods covered in this release, IC Power defines "Adjusted EBITDA" as income before depreciation and amortization, financing expenses, net and income tax expenses. In prior periods, "Adjusted EBITDA", as defined by IC Power, has included additional adjustments, including asset-write off, share in income of associated companies and gain on bargain purchase, which adjustments are not applicable to IC Power in Q1 2015 and Q1 2016.

Capital Expenditures

IC Power's capital expenditures were \$281 million in Q1 2016, primarily relating to expenditures on projects under development and acquisitions of \$268 million, consisting of CDA (\$27 million), Samay I (\$53 million), Kanan (\$6 million) and the acquisition of Energuate (\$182 million, net of cash acquired of \$60 million). During Q1 2016, IC Power's subsidiaries spent \$10 million in capital expenditures for maintenance of existing facilities and a further \$3 million for new projects, facility recovery and capitalized interest expense.

Liquidity and Capital Resources

As of March 31, 2016, IC Power had cash and cash equivalents of \$367 million, plus short-term deposits and restricted cash of \$84 million, interest bearing financial liabilities of \$2,955 million (excluding debt owed to Kenon), and net interest bearing financial liabilities (a non-IFRS financial measure, which is defined as interest bearing financial liabilities minus cash and short-term deposits and restricted cash) of \$2,504 million.

In May 2016, Kallpa issued \$350 million senior unsecured notes, which mature in 2026 and bear an interest rate of 4.875%. The proceeds of the notes were principally used to repay certain existing indebtedness.

In May 2016, IC Power entered into a \$100 million loan facility at the IC Power level. This facility is currently undrawn.

Business Developments

Acquisition of Energuate

In January 2016, IC Power completed its acquisition of Energuate (a Guatemalan energy distribution business) and two smaller, related businesses. The total consideration for the acquisition was \$266 million, which IC Power paid using a combination of cash on hand and a \$120 million loan facility entered into in December 2015 (Energuate's total financial debt and cash on hand as of January 22, 2016 were \$284 million and \$60 million, respectively). Energuate provides electricity distribution services to approximately 1.6 million customers in Guatemala (representing approximately 55% of Guatemala's distribution customers in 2014).

Commencement of Kanan's Commercial Operations

In April 2016, Kanan commenced full commercial operations. Kanan has a total capacity of 92 MW, comprised of HFO generation units in the form of a 55 MW power barge and a 37 MW power barge. The barges' relocation, installation and interconnection to the Panamian system was completed at an aggregate cost of approximately \$87 million (including \$40 million of intercompany expenses relating to Puerto Quetzal's and CEPP's sale of the barges to Kanan and additional \$4 million of intercompany interest expenses).

Commencement of Samay I's Commercial Operations

In May 2016, Samay I commenced commercial operations. Samay I currently has a total capacity of 600 MW when operated with diesel fuel. However, the capacity of the facility may increase to approximately 720 MW once natural gas becomes available to the Samay I facility through the completion of a natural gas pipeline that is expected to be constructed by the end of 2018 and upon the completion of certain investments into the Samay I facility. Samay I is party to a PPA with the State of Peru that expires in 2035, and is expected to generate approximately \$1 billion in revenues over the term of the agreement. As of March 31, 2016, Samay I had invested an aggregate of \$387 million in the project.

Assets Under Construction

CDA

  • As of March 31, 2016, CDA has invested an aggregate of \$874 million in the project and has completed 94% of the project, with 99% of the dam construction and 100% of the tunnel drilling completed, respectively.
  • CDA has an estimated construction cost of \$959 million and total installed capacity of 510 MW. IC Power expects the plant to be fully operational in the second half of 2016.
  • As of March 31, 2016, CDA has drawn the full amount of the \$591 million available debt facilities for this project.

AIE

• AIE currently operates an 18 MW co-generation steam turbine, and is planning to construct a 140 MW power plant, with construction expected to commence in mid-2016. IC Power expects that the total cost of completing the AIE plant (including the \$16 million consideration for the acquisition of AIE and the construction of the power station) will be approximately \$250 million. In January 2016, AIE entered into a \$155 million EPC contract in connection with the project, and the AIE plant is expected to reach its commercial operation date in the second half of 2018.

Qoros4

Kenon recognizes 50% of Qoros' results under "share in income from associates." The discussion below reflects 100% of Qoros' financial results.

See Appendix E for Qoros' unaudited consolidated financial information.

Revenues

Revenues increased by RMB219 million (\$34 million) or 75% to RMB512 million (\$80 million) in Q1 2016 compared to RMB293 million (\$45 million) in Q1 2015, primarily resulting from an increase in vehicle sales to approximately 4,900 vehicles in Q1 2016 from approximately 2,500 vehicles in Q1 2015.

Cost of Sales

Cost of sales increased by RMB292 million (\$45 million) or 92% to RMB611 million (\$95 million) in Q1 2016 compared to RMB319 million (\$50 million) in Q1 2015, primarily resulting from the increase in the number of vehicles sold in Q1 2016.

Selling and Distribution Expenses

Selling and distribution expenses decreased by RMB46 million (\$7 million) or 46% to RMB54 million (\$8 million) in Q1 2016 compared to RMB100 million (\$16 million) in Q1 2015, primarily resulting from a reduction in advertising, marketing and promotion and consulting and personnel expenses due to changes in Qoros' marketing and sales strategy and cost-cutting efforts.

Administrative Expenses

Administrative expenses decreased by RMB45 million (\$7 million) or 33% to RMB93 million (\$14 million) in Q1 2016, compared to RMB138 million (\$21 million) in Q1 2015, primarily resulting from a reduction in personnel fees, consulting fees and depreciation and amortization expenses in Q1 2016 as compared to Q1 2015.

Net Finance Costs

Net finance costs decreased by RMB34 million (\$5 million) or 41% to RMB49 million (\$8 million) in Q1 2016, compared to RMB83 million (\$13 million) in Q1 2015, primarily reflecting a RMB23 million (\$4 million) increase in finance income due to a net foreign exchange gain in Q1 2016 and an RMB11 million (\$2 million) decrease in finance costs.

Loss for the Period

Loss for the period decreased by RMB134 million (\$21 million) or 30% to RMB308 million (\$48 million) in Q1 2016, compared to RMB442 million (\$69 million) in Q1 2015.

4 Convenience translation of RMB amounts into USD use a rate of 6.44:1.

Liquidity

In the first quarter of 2016, Kenon made shareholder loans to Qoros of RMB275 million (\$42 million), fulfilling Kenon's outstanding loan commitments to Qoros. Kenon's joint venture partner, Wuhu Chery, made shareholder loans to Qoros in the same amount and on similar conditions.

As of March 31, 2016, Qoros had total loans and borrowings (excluding shareholder loans) of RMB5.8 billion (\$901 million). Also as of this date, Qoros had current liabilities (excluding shareholder loans) of RMB4.8 billion (\$745 million), including trade and other payables of RMB3 billion (\$466 million) and current assets of RMB1.7 billion (\$280 million), including cash and cash equivalents of RMB223 million (\$35 million). Qoros actively manages its trade payables, accrued expenses and other operating expenses in connection with the management of its liquidity requirements and available resources.

In April 2016, Ansonia Holdings Singapore B.V. ("Ansonia"), which owns approximately 46% of the outstanding shares of Kenon, entered into an agreement to provide loans in an aggregate amount of up to \$50 million, at its discretion, to Quantum (2007) LLC ("Quantum") (a wholly-owned subsidiary of Kenon, which is the direct owner of Kenon's 50% interest in Qoros), and Quantum will provide these loans to Qoros. Ansonia and Wuhu Chery each funded approximately \$25 million of these loans in May 2016, with remaining amounts expected to be funded subsequently, at the discretion of Ansonia and Wuhu Chery. In light of the investments that have been made by Kenon in Qoros, including guarantees provided by Kenon, and Kenon's strategy to refrain from material "crossallocation" (i.e., investing returns from one business into another), Kenon did not make any loans or other investments in Qoros as part of this transaction. For further information on the structure and terms of Ansonia's agreement to provide loans to Qoros, see Exhibit 99.1 to Kenon's Report on Form 6-K, dated April 22, 2016.

Qoros' principal sources of liquidity are cash flows received from financing activities, including long-term loans, short-term facilities and inflows received in connection with the capital contributions (in the form of equity contributions, or convertible or non-convertible shareholder loans) as well as cash flows received from vehicle sales. Qoros has drawn substantially all of the available amounts under its existing long term credit facilities and will require additional financing, including the renewal or refinancing of its working capital facilities, to fund its continued development and operations. Qoros is continuing to seek additional financing for its operations.

Business Updates

Car Sales

In the first three months of 2016 (which includes the Chinese new year, a traditionally slower time for car sales), Qoros' sales increased by approximately 97% to approximately 4,900 vehicles, as compared to approximately 2,500 vehicles in Q1 2015.

In April 2016, Qoros' sales increased by approximately 29% to approximately 1,680 vehicles, as compared to approximately 1,300 vehicles in April 2015.

SUV and New Model Launches

In March 2016, Qoros launched the Qoros 5 SUV, a mid-sized SUV designed and produced with international standards of quality, safety and performance for the fast-growing SUV market in China.

Qoros has also launched the new 2016 model year versions of the Qoros 3 Sedan and the Qoros 3 Hatch. In addition, Qoros introduced two additional trims for each of the Qoros 3 Sedan and the Qoros 3 Hatch.

Dealerships

As of March 31, 2016, Qoros' dealerships included 86 fully operational points of sales, 7 additional points of sales under construction, and Memorandums of Understanding with respect to the potential development of 9 additional points of sales.

China Vehicle Market Conditions

According to China Passenger Car Association, cumulative passenger vehicle wholesales in Q1 2016 increased by 6% YoY, as compared to 11% YoY in Q1 2015. The SUV segment continued to be a high-growth segment, as sales increased by approximately 49% YoY in Q1 2016, as compared to 48% YoY in Q1 2015, while sedan sales decreased by approximately 12% YoY in Q1 2016.

The decline in the industry's overall growth rate that occurred in 2015 in connection with volatility in the Chinese financial markets and a slowdown in the Chinese economy resulted in increased competition in China's automotive market through price reductions. It is expected that dealers, OEMs, Qoros, and many of Qoros' competitors will continue to reduce prices and offer further inducements to purchase vehicles in 2016.

ZIM

ZIM carried approximately 577 thousand TEUs in Q1 2016, representing 3% growth as compared to Q1 2015, in which ZIM carried approximately 560 thousand TEUs. In Q1 2016, ZIM's revenues were approximately \$630 million, as compared to approximately \$792 million in Q1 2015, reflecting an approximately 25% decline in ZIM's average revenue per TEU as a result of a decline in industry container freight rates. ZIM's net loss attributable to ZIM's owners in Q1 2016 was \$58 million, compared to net income of \$11 million in Q1 2015.

The container shipping industry has continued to experience an imbalance of supply and demand. Since the second half of 2015, freight rates have fallen sharply in most of the trade zones – reaching historical lows across major trades in Q1 2016 – mainly as a result of excess capacity. The impact to net income from the decline in freight rates has been offset, in part, by the current relatively low price of bunker, one of ZIM's significant costs, which also decreased during this period.

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.

Kenon (Unconsolidated) Liquidity and Capital Resources

As of March 31, 2016, cash, gross debt, and net debt (a non-IFRS financial measure, which is defined as gross debt minus cash) at Kenon were \$7 million, \$162 million and \$155 million, respectively.

As of March 31, 2016, the total drawings outstanding under Kenon's \$200 million credit facility from Israel Corporation Ltd. amounted to \$150 million. In April 2016, Kenon drew down the remaining \$50 million under the credit facility, and as a result, \$200 million, plus interest and fees of \$14 million, is currently outstanding. The April drawing was intended to provide Kenon with additional cash resources in light of its liquidity position and its obligations under its indirect guarantees of Qoros' indebtedness.

Kenon has provided back-to-back guarantees to Chery in respect of Chery's guarantees of certain Qoros' indebtedness. Set forth below is an overview of the guarantees provided by Kenon in respect of Qoros' indebtedness:

Date Granted Qoros Credit Facility Kenon Guarantee Amount
Spin-Off / November 2015 RMB3 billion credit facility RMB750 million (\$116 million)1
May / November 2015 RMB700 million EXIM Bank loan facility RMB350 million (\$54 million) (plus interest
and fees of up to RMB60 million (\$9 million)2
Total RMB1,100 million (\$171 million) (plus
certain interest and fees)
  1. In the event that Chery's liability under its guarantee exceeds RMB1.5 billion, Kenon has committed to negotiate with Chery in good faith to find a solution so that Kenon's and Chery's liabilities for the indebtedness of Qoros under this credit facility are equal in proportion.

  2. In the event that Chery is obligated under its guarantee of the EXIM Bank loan facility to make payments that exceed Kenon's obligations under the guarantee, Kenon and Chery have agreed to try to find an acceptable solution, but without any obligation on Kenon to be liable for more than the amounts set forth in the table above.

Investors' Conference Call

Kenon's management will host a conference call for investors and analysts on June 8, 2016. To participate, please call one of the following teleconferencing numbers:

US: 1-888-407-2553
UK: 0-800-917-9141
Israel: 03-918-0610
Singapore: 3158-3851
International: +65-3158-3851

The call will commence at 9:00am Eastern Time, 6:00am Pacific Time, 2:00pm UK Time, 4:00pm Israel Time and 9:00pm 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's primary focus is to grow and develop its primary businesses, IC Power and Qoros. Following the growth and development of its primary businesses, Kenon intends to provide its shareholders with direct access to these businesses, when we believe it is in the best interests of its shareholders for it to do so based on factors specific to each business, market conditions and other relevant information. Kenon intends to support the development of its non-primary businesses, and to act to realize their value for its shareholders by distributing its interests in its non-primary businesses to its shareholders or selling its interests in its non-primary businesses, rationally and expeditiously. 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, (i) with respect to IC Power, the expected cost and expected timing of the commencement of construction and completion of IC Power's construction projects: CDA and AIE, the potential increase in the capacity of the Samay I facility and Samay I's expected revenues under its PPA with the State of Peru, (ii) with respect to Qoros, statements about Qoros' liquidity requirements and sources of funding, its plans to seek additional financing, the total amount of the loans that will be made to Qoros under its loan agreements, Qoros' and trends in China's vehicle market, (iii) with respect to ZIM, statements about expected trends in the container shipping industry, (iv) with respect to Kenon, its strategy, including its strategy to refrain from material cross allocation of returns from its businesses, and (v) 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 construction of its various power plants under construction on a timely basis, within expected budget or at all, future developments in the power generation or distribution markets in which IC Power operates, (ii) with respect to Qoros, China's financial market and economic conditions and Qoros' ability to secure the funding it requires to meet its expenses and liquidity requirements and changes in government policies, (iii) with respect to ZIM, developments in the container shipping industry and freight rates, (iv) with respect to Kenon, changes in events and circumstances with respect to Qoros and Kenon and other, future events that could affect Kenon's strategy generally or in particular with respect to Qoros and (v) 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 forwardlooking 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

Karen Koh Director, Investor Relations and BD [email protected] Tel: +65 6351 1794

Kenon Holdings Ltd. Unaudited condensed consolidated statements of financial position

March 31 December 31
2016 2015
\$ Thousands
Current assets
Cash and cash equivalents 388,523 383,953
Short-term investments and deposits 84,223 308,702
Trade receivables, net 234,759 123,273
Other current assets 61,378 45,260
Income tax receivable 4,620 3,926
Inventories 54,227 50,351
Total current assets 827,730 915,465
Non-current assets
Investments in associated companies 370,518 369,022
Deposits, loans and other receivables, including financial instruments 119,716 88,475
Deferred taxes, net 26,512 2,693
Property, plant and equipment, net 3,579,703 2,959,878
Intangible assets 352,979 147,244
Total non-current assets 4,449,428 3,567,312
Total assets 5,277,158 4,482,777

9

Kenon Holdings Ltd. Unaudited condensed consolidated statements of financial position, continued

March 31
2016
December 31
2015
\$ Thousands
Current assets
Loans and debentures 459,831 352,668
Trade payables 248,272 145,454
Other payables, including derivative 203,493 108,873
Provisions 2,223 41,686
Income tax payable 8,393 4,705
Total current liabilities 922,212 653,386
Non-current liabilities
Loans 2,172,618 1,709,063
Debentures 653,697 655,847
Derivative instruments 47,692 35,625
Deferred taxes, net 191,869 138,083
Other non-current liabilities 37,488 27,218
Total non-current liabilities 3,103,364 2,565,836
Total liabilities 4,025,576 3,219,222
Equity
Share capital 1,267,210 1,267,210
Translation reserve (12,421) (16,916)
Capital reserve (4,636) 2,212
Accumulated losses (227,349) (191,292)
Equity attributable to owners of the Company 1,022,804 1,061,214
Non-controlling interests 228,778 202,341
Total equity 1,251,582 1,263,555
Total liabilities and equity 5,277,158 4,482,777

Kenon Holdings Ltd. Unaudited condensed consolidated statements of profit or loss

For the Three
Months ended
March 31
March 31
2016 2015
\$ Thousands
Revenue 421,852 322,158
Cost of sales and services (excluding depreciation) (301,655) (230,364)
Depreciation (32,882) (25,615)
Gross Profit 87,315 66,179
Other income 2,257 524
Dilution gains from reductions in equity interest held in associates 32,425
Selling, general and administrative expenses (30,918) (26,108)
Other expenses (301) (473)
Operating profit 58,353 72,547
Financing expenses (38,019) (25,714)
Financing income 4,223 8,206
Financing expenses, net (33,796) (17,508)
Shares in losses of associated companies, net of tax (40,938) (33,701)
(Loss)/profit before income taxes (16,381) 21,338
Income taxes (11,821) (12,548)
(Loss)/profit for the period (28,202) 8,790
Attributable to:
Kenon's shareholders (36,057) 3,277
Non-controlling interests 7,855 5,513
(Loss)/profit for the period (28,202) 8,790
Basic/Diluted (loss) profit per share attributable to Kenon's shareholders (in dollars):
Basic/Diluted (loss) profit per share (0.67) 0.06

Kenon Holdings Ltd. Unaudited condensed consolidated statements of cash flows

For the Three Months ended
March 31 2016 March 31 2015
\$ Thousands
Cash flows from operating activities
(Loss)/profit for the period (28,202) 8,790
Adjustments:
Depreciation and amortization 35,892 29,210
Financing expenses, net 33,796 17,508
Share in losses of associated companies, net of tax 40,938 33,701
Gain from changes in interest held in associates (32,425)
Other capital loss, net 4,123 144
Share-based payments 189 (653)
Income taxes 11,821 12,548
98,557 68,823
Change in inventories (2,510) (4,119)
Change in trade and other receivables (25,031) (18,652)
Change in trade and other payables (28,855) (13,801)
Change in provisions and employee benefits (39,626) 11,423
2,535 43,674
Income taxes paid, net (11,410) (9,323)
Dividends received from investments in associates 637
Net cash (used in)/provided by operating activities (8,875) 34,988

12

Kenon Holdings Ltd. Unaudited condensed consolidated statements of cash flows, continued

For the Three Months ended
March 31 2016 March 31 2015
\$ Thousands
Cash flows for investing activities
Proceeds from sale of property, plant and equipment 32 28
Short-term deposits and loans, net 225,408 31,581
Business combinations, less cash acquired (182,309)
Investment in associated company (42,399) (64,360)
Acquisition of property, plant and equipment (97,261) (128,447)
Acquisition of intangible assets (2,008) (1,547)
Interest received 1,715 1,310
Sale of securities held for trade and available for sale, net 5,894
Payment of deferred acquisition consideration (1,448)
Net cash used in investing activities (92,376) (161,435)
Cash flows from financing activities
Dividend paid to non-controlling interests (3,005) (1,744)
Proceeds from issuance of shares to holders of non-controlling interests in subsidiaries 1,684
Receipt of long-term loans and issuance of debentures 103,913 45,000
Repayment of long-term loans and debentures (81,315) (26,142)
Purchase of non-controlling interest (20,000)
Short-term credit from banks and others, net 107,156 (1,454)
Contribution from former parent company 34,271
Interest paid (23,388) (19,737)
Net cash provided by financing activities 105,045 10,194
Increase (decrease) in cash and cash equivalents 3,794 (116,253)
Cash and cash equivalents at beginning of the period 383,953 610,056
Effect of exchange rate fluctuations on balances of cash and cash equivalents 776 (6,996)
Cash and cash equivalents at end of the period 388,523 486,807

13

Information regarding reportable segments

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

I.C. Power*
Generation** Distribution*** Qoros**** Other Adjustments Total
\$ Thousands
For the three months ended March 31, 2016
Total sales 321,200 100,587 65 421,852
Adjusted EBITDA 84,588 15,067 (5,411) 94,244
Depreciation and amortization 32,229 3,576 87 35,892
Financing income (490) (1,493) (2,905) 665 (4,223)
Financing expenses 24,382 8,235 6,066 (665) 38,018
Other items:
Share in (profits)/losses of associated companies (199) 25,812 15,325 40,938
55,922 10,318 25,812 18,573 110,625
Profit/(loss) before taxes 28,666 4,749 (25,812) (23,984) (16,381)
Income taxes 10,419 1,383 19 11,821
Profit/(loss) for the period from continuing
operations 18,247 3,366 (25,812) (24,003) (28,202)

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

** Includes holding company.

*** Operating since January 22, 2016. **** Associated company.

I.C. Power
Generation* Qoros** Other Adjustments Total
\$ Thousands
For the three months ended March 31, 2015
Sales to external customers 319,072 225 319,297
Intersegment sales 2,861 2,861
321,933 225 322,158
Elimination of intersegment sales (2,861) 2,861
Total sales 319,072 225 2,861 322,158
Adjusted EBITDA 79,504 22,253 101,757
Depreciation and amortization 29,079 131 29,210
Financing income (1,560) (9,329) 2,683 (8,206)
Financing expenses 23,095 5,302 (2,683) 25,714
Other items:
Share in losses (income) of associated companies 8 35,760 (2,067) 33,701
50,622 35,760 (5,963) 80,419
Profit/(loss) before taxes 28,882 (35,760) 28,216 21,338
Income taxes 12,548 12,548
Profit/(loss) for the period from continuing operations 16,334 (35,760) 28,216 8,790

* The total assets and liabilities of I.C. Power are \$3.8 billion and \$2.8 billion at March 31, 2015, respectively.

** Associated company.

Information Regarding Associated Companies

A. Carrying amounts of investments in associated companies

As at
March 31,
2016
As at
March 31,
2015
(US\$ millions)
ZIM 186 201
Qoros 176 159
Others 9 9
371 369

B. Equity in the net earnings (losses) of associate companies

For the three months ended
March 31, March 31,
2016
(US\$ millions)
2015
ZIM (16) 5
Tower (3)
Qoros (26) (35)
Others 1 (1)
(41) (34)

Contributions of Principal Operations to Profit (loss) (Attributable to Kenon's Shareholders)

Three Months Ended
March 31,
2016 2015
(US\$ millions)
IC Power 14 10
Qoros (26) (35)
ZIM (16) 5
Tower (3)
Gain from changes in interest held in associate 32
Other (8) (9)
Profit / (loss) attributable to Kenon's shareholders (36) 3

Appendix A

IC Power's Unaudited Consolidated Statement of Income

March 31 For the three months period ended
2016 2015
US\$ millions
Sales 422 322
Cost of sales (excluding depreciation and amortization) (302) (224)
Depreciation and amortization (33) (26)
Gross profit 87 72
General, selling and administrative expenses (25) (16)
Other income 2
Operating income 64 56
Financing expenses 33 23
Financing income (2) (2)
Financing expenses, net 31 21
Income before taxes 33 35
Taxes on income (11) (14)
Net income for the period 22 21
Attributable to:
Equity holders of the Company 14 15
Non-controlling interest 8 6
Net income for the period 22 21

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

Three Months Ended March 31,
2016
2015
(in millions of USD)
Cash flows provided by (used in) operating activities (3) 44
Cash flows (used in) investing activities (56) (97)
Cash flows provided by (used in) financing activities 65 (69)
Increase (decrease) in cash and cash equivalents 6 (122)
Cash and cash equivalents at end of the period 367 455
Investments in property, plant and equipment* 99 128
Total depreciation and amortization 36 29
  1. Not including business combination

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

As at
March 31, 2016 December 31, 2015
(in millions of USD)
Total financial liabilities1 2,955 2,565
Total monetary assets2 451 662
Total equity attributable to the owners 616 826
Total assets 4,895 4,091
  1. Including loans from banks and others and debentures

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

Appendix B

IC Power's Adjusted EBITDA

This press release, including the financial tables, presents IC Power's Adjusted EBITDA, a financial metric considered to be "non-IFRS." 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" for the periods covered in this report for each entity as income, before depreciation and amortization, financing expenses, net and income tax expense. 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 IC Power's profitability since it does not take into consideration certain costs and expenses that result from IC Power's business that could have a significant effect on IC Power's 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.

Three Months Ended March 31, 2016
(in USD millions) (unaudited)
Generation
Distribution
Adjustments
Total
Peru Israel Central
America
Other
Net income (loss) for the period 16 13 2 (14) 3 2 22
Depreciation and amortization1 12 6 7 9 4 (2) 36
Financing expenses, net 5 2 4 13 7 31
Income tax expense 6 1 2 2 11
Adjusted EBITDA 39 22 15 8 16 100
  1. Includes depreciation and amortization expenses from general, selling and administrative expenses.
Three Months Ended March 31, 2015
(in USD millions) (unaudited)
Generation
Adjustments
Total
Peru Israel Central
America
Other
Net income (loss) for the period 5 17 3 (6) 2 21
Depreciation and amortization1 13 6 5 7 (2) 29
Financing expenses, net 10 1 2 8 21
Income tax expense 5 6 2 1 14
Adjusted EBITDA 33 30 12 10 85
  1. Includes depreciation and amortization expenses from general, selling and administrative expenses.

Appendix C

Summary of IC Power's Operating Generation Assets

The following table sets forth summary operational information regarding each of IC Power's operational generation companies as of May 31, 2016 by geographical segment:

Ownership Installed
Segment Country Entity Percentage
(Rounded)
Fuel Capacity
(MW)1
Proportionate
Capacity2
Type of Asset
Peru Peru Kallpa 75% Natural Gas 1,0633 797 Greenfield3
Peru Samay I 75% Natural Gas
and Diesel
600 450 Greenfield
Israel Israel OPC 80% Natural Gas
and Diesel
440 352 Greenfield
Israel AIE 100% Steam4 18 18 Acquired
Central America Nicaragua Corinto 65% HFO 71 46 Acquired
Nicaragua Tipitapa Power 65% HFO 51 33 Acquired
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 Kanan 100% HFO 92 92 Greenfield
Other Bolivia COBEE 100% 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
Dominican
Republic
CEPP 97% HFO 67 65 Original Inkia Asset
Jamaica JPPC 100% HFO 60 60 Original Inkia Asset
Colombia Surpetroil 60% Natural Gas 20 12 Acquired
Panama Pedregal5 21%6 HFO 54 11 Original Inkia Asset
Total Operating Capacity 3,357 2,702
  1. Reflects 100% of the capacity of each of IC Power's assets, regardless of IC Power's 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's plants were developed as greenfield projects in four different stages between 2005 and 2012, resulting in 870 MW of installed capacity. In addition,

Kallpa acquired Las Flores' power plant in 2014, adding 193 MW to Kallpa's capacity. 4. AIE also holds a conditional license for the construction of a cogeneration power station in Israel. This station will be developed as a greenfield project (at an expected cost of \$250 million, including the acquisition price of AIE), based upon a plant with 140 MW of capacity. Construction is expected to commence in mid-2016 and COD is expected in the second half of 2018.

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

  2. Although IC Power has a non-controlling interest in Pedregal, IC Power is party to a management services agreement, which designates IC Power as the administrator responsible for the day-to-day management of Pedregal.

Appendix D

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

Three Months Ended March 31, 2016
Ownership
Entity Interest
(%)
Sales Cost of
Sales
(\$ millions) Adjusted
EBITDA1
Outstanding
Debt2
Net
Debt3
GENERATION
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 Quetzal5 100 15 13 2 17 10
Nejapa6 100 17 13 4 (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
JPPC7 100 7 7 4 1
Surpetroil8 60 2 1 3 3
RECSA 100 3 2
DISTRIBUTION
DEORSA 93 58 45 8 107 84
DEOCSA 91 43 34 8 164 149
HOLDINGS
IC Power Distribution Holdings 100 118 118
Inkia & Other9 100 (1) 448 362
IC Power & Other10 100 (1) 95 31
TOTAL \$422 \$
302
\$ 100 \$ 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. Figures include Puerto Quetzal and Poliwatt Limited (one of IC Power's subsidiaries that performs administrative functions and maintains certain licenses on behalf of Puerto Quetzal).

  6. Figures include amounts related to Nejapa's branch and main office.

  7. Figures include JPPC and Private Power Operator Ltd. (IC Power's subsidiary that employs JPPC's employees and performs administrative-related functions). 8. Figures include Surpetroil and Surenergy S.A.S ESP (IC Power's subsidiary that performs administrative functions and maintains certain licenses on behalf of Surpetroil).

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

  9. Includes \$38 million of IC Power's outstanding debt and \$57 million of ICPI debt.

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

Kallpa CDA Samay I OPC AIE ICPNH Puerto
Quetzal
(\$ millions)
Net income (loss) \$ 14 \$
1
\$
1
\$
13
\$
\$
4
\$
(1)
Depreciation and amortization 12 6 3 1
Finance expenses (income), net 6 (1) 2 2 1
Income tax expense (benefit) 7 (1) 1 1 1
Adjusted EBITDA \$ 39 \$
\$
\$
22
\$
\$
10
\$
2
Central
Nejapa Cenérgica Kanan Guatamel
(\$ millions)
COBEE Cardones Colmito
Net income (loss) \$ 2 \$
\$
(3)
\$
\$
4
\$
\$
Depreciation and amortization 1 2 1 1
Finance expenses, net 1 1 1
Income tax expense 1 1
Adjusted EBITDA \$ 4 \$
\$
\$
\$
7
\$
2
\$
CEPP JPPC Surpetroil RECSA
(\$ millions)
IC Power
Distribution
Holdings
Inkia &
Other
IC
Power &
Other
Net income (loss) \$ (1) \$
(1)
\$
\$
\$
(2)
\$
(8)
\$
(4)
Depreciation and amortization 1 1 3
Finance expenses, net 2 6 3
Income tax expense (benefit) (2)
Adjusted EBITDA \$ — \$
\$
\$
\$
\$
(1)
\$
(1)
DEOCSA DEORSA
(\$ millions)
IC Power
Total
Net income \$ 1 \$ 2 \$
22
Depreciation and amortization 2 2 36
Finance expenses, net 4 3 31
Income tax expense 1 1 11
Adjusted EBITDA \$ 8 \$ 8 \$
100

The tables below set forth a reconciliation of net debt to total debt for IC Power's subsidiaries as of March 31, 2016.

Kallpa CDA Samay I OPC AIE ICPNH Puerto
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
Guatemel COBEE Central
Cardones
Colmito CEPP JPPC Surpetroil RECSA Distribution
Holdings
Inkia &
Other
Total debt \$
\$
67
\$
40
\$
17
\$
11
(\$ millions)
\$
4
\$
3 \$
3 \$
118
\$
448
Cash 1 19 1 2 4 3 1 86
IC Power
& 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
Three Months Ended March 31, 2015
Entity Ownership
Interest
(%)
Sales Cost of
Sales
Adjusted
EBITDA1
(\$ millions)
Outstanding
Debt2
Net
Debt3
Peru segment
Kallpa 75 \$108 \$
72
\$
35
\$
446
\$
427
Assets in advance stages of construction
CDA 75 (1) 462 406
Samay I 75 (1) 145 80
Israel segment
OPC 80 88 56 30 399 199
Central America segment
ICPNH4 61-65 27 16 9 106 91
Puerto Quetzal5 100 23 23 26 20
Nejapa6 100 25 23 2 (24)
Cenergica 100 3 1 1 (3)
Assets in advance stages of construction
Kanan 100 (2)
Other segment
COBEE 100 11 4 5 80 42
Central Cardones 87 4 2 47 44
Colmito 100 10 9 19 18
CEPP 97 10 9 1 30 25
JPPC7 100 11 10 7 3
Surpetroil8 60 2 1 (1) 3 1
Inkia & Other9 100 2 447 287
IC Power & Other10 100 1 105 77
Total \$322 \$ 224 \$
85
\$
2,322
\$1,691
  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. Figures include Puerto Quetzal and Poliwatt Limited (one of IC Power's subsidiaries that performs administrative functions and maintains certain licenses on behalf of Puerto Quetzal).

  6. Figures include amounts related to Nejapa's branch and main office.

  7. Figures include JPPC and Private Power Operator Ltd. (IC Power's subsidiary that employs JPPC's employees and performs administrative-related functions).

  8. Figures include Surpetroil and Surenergy S.A.S ESP (IC Power's subsidiary that performs administrative functions and maintains certain licenses on behalf of Surpetroil).

  9. Outstanding debt includes Inkia for \$447 million.

  10. Includes \$12 million of IC Power's outstanding debt and \$93 million of ICPI debt.

The following tables set forth a reconciliation of net income (loss) to Adjusted EBITDA for IC Power's subsidiaries for the three months ended March 31, 2015:

Kallpa CDA Samay I OPC
(\$ millions)
ICPNH Puerto
Quetzal
Nejapa
Net income (loss) \$
8
\$
(3)
\$
\$
17
\$
5
\$
(2)
\$
Depreciation and amortization 13 6 2 1 1
Finance expenses, net 10 1 2
Income tax expense (benefit) 4 2 (1) 6 1 1
Adjusted EBITDA \$
35
\$
(1)
\$
(1)
\$
30
\$
9
\$
\$
2
Cenérgica Kanan COBEE (\$ millions) Central
Cardones
Colmito CEPP
Net income \$
1
\$
\$ 2 \$
1
\$
\$—
Depreciation and amortization 1 1 1
Finance expenses, net 1
Income tax expense 1
Adjusted EBITDA \$
1
\$
\$ 5 \$
2
\$
\$
1
JPPC Surpetroil Inkia &
(\$ millions)
Other IC Power &
Others
Total
Net income (loss) \$
(1)
\$
(1)
\$
(6)
\$
\$
21
Depreciation and amortization 1 2 29
Finance expenses, net 6 1 21
Income tax expense 14
Adjusted EBITDA \$
\$
(1)
\$
2
\$
1
\$
85

The tables below set forth a reconciliation of net debt to total debt for IC Power's subsidiaries as of March 31, 2015.

Kallpa CDA Samay I OPC ICPNH
(\$ millions)
Puerto
Quetzal
Nejapa Cenérgica Kanan
Total debt \$
446
\$
462
\$
145
\$399 \$
106
\$
26
\$
\$
\$
Cash 19 56 65 200 15 6 24 3 2
Net Debt \$
427
\$
406
\$
80
\$199 \$
91
\$
20
\$
(24)
\$
(3)
\$
(2)
COBEE Central
Cardones
Colmito CEPP JPPC
(\$ millions)
Surpetroil Inkia &
Other
ICP&
Other
Total
Total debt \$
80
\$
47
\$
19
\$
30
\$
7
\$
3
\$
447
\$
105
\$2,322
Cash 38 3 1 5 4 2 160 28 631

Appendix E

Summary of Qoros' Unaudited Condensed Consolidated Statement of Profit or Loss for the Three Months ended 31 March

For the three months ended
In thousands of RMB 31 March 2016 31 March 2015
Revenue 511,677 293,493
Cost of sales (610,848) (319,315)
Gross profit (99,171) (25,822)
Other income 20,109 5,531
Research and development expenses (30,138) (78,962)
Selling and distribution expenses (54,047) (100,183)
Administrative expenses (92,846) (138,276)
Other expenses (3,226) (21,770)
Loss from operation (259,319) (359,482)
Finance income 26,802 4,438
Finance costs (75,736) (87,063)
Net finance costs (48,934) (82,625)
Share of loss of equity-accounted investee, net of nil tax (106) (13)
Loss before tax (308,359) (442,120)
Income tax expense (66) (148)
Loss for the year (308,425) (442,268)
In thousands of RMB At 31 March
2016
At 31 December
2015
Assets
Property, plant and equipment 4,455,514 4,275,167
Intangible assets 4,778,426 4,656,474
Prepayments for purchase of equipment 29,242 59,276
Lease prepayments 202,613 203,716
Trade and other receivables 92,052 92,202
Equity-accounted investee 1,926 2,032
Non-current assets 9,559,773 9,288,867
Inventories 478,535 244,854
VAT recoverable 829,357 832,503
Available-for-sale financial assets 26,000
Trade and other receivables 134,888 42,645
Prepayments 9,679 36,431
Pledged deposits 52,262 113,167
Cash and cash equivalents 222,684 257,270
Current assets 1,753,405 1,526,870
Total assets 11,313,178 10,815,737
Equity
Paid-in capital 9,331,840 8,331,840
Reserves (14) (44)
Accumulated losses (8,444,422) (8,135,997)
Total equity 887,404 195,799
Liabilities
Loans and borrowings 4,740,022 4,659,718
Deferred income 166,749 169,396
Provisions 30,064 20,964
Non-current liabilities 4,936,835 4,850,078
Loans and borrowings 2,132,467 2,829,470
Trade and other payables 3,039,246 2,615,541
Deferred income 317,226 324,849
Current liabilities 5,488,939 5,769,860
Total liabilities 10,425,774 10,619,938
Total equity and liabilities 11,313,178 10,815,737

Summary of Qoros' Unaudited Condensed Consolidated Statement of Financial Position

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