Financial Statements Q 42017 en
Financial Statements Q 42017 en
מEL
"בעAl Israelאויר
לישראל Airlines Ltd.
על תיבי אל
Chapter A
Table of Contents
CONTENTS
CHAPTER 1: GENERAL ....................................................................................................................... 4
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Chapter 1: General
El Al Israel Airlines Ltd. is hereby pleased to submit the report of the description of the Corporation's
business as of December 31, 2017, which reviews the description of the corporation and the development
of its business, as occurred in 2017. The financial data contained herein are denominated in U.S. dollars
unless otherwise stated.
Percentage holdings are presented in numbers rounded to the nearest whole percentage, unless otherwise
stated.
Data appearing in this Report are true as of the date hereof, unless otherwise stated. Data contained
herein as true as a date shortly prior to the approval of the Report, are updated as of March 13, 2018,
unless otherwise stated.
The materiality of the information contained herein has been examined from the Company's point of
view; however, in some cases, further description is given to provide a comprehensive picture of the
described subject.
Definitions
For purposes of convenience, the following abbreviations used in this Periodic Report shall have the
meaning ascribed next to them:
Board of Director’s The Company's Board of Directors' report on the state of the corporation's
Report - affairs for the year ended December 31, 2017.
Financial Statements - The consolidated financial statements of the Company for the year ended
December 31, 2017, unless otherwise stated.
Fifth Freedom of the Air - Carrying passengers or cargo between two foreign countries by a third-
country air carrier. For example, El Al carries cargo to and from Liege and
New York.
Sixth Freedom of the Air Carrying passengers or cargo between two foreign countries with a
- stopover in the air carrier's country of origin. For example, a flight
operated by a European airline from Israel to the U.S. through an airport
in the country of origin of the European airline.
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a date shortly prior to the March 14, 2017, unless stated otherwise.
approval of the Report -
2003 Prospectus - The prospectus published by the Company on May 30, 2003, as amended
on June 2, 2003 and June 4, 2003.
ASK - Available Seat Kilometer - the number of seats offered for sale multiplied
by distance flown.
RTK - Revenue Ton Kilometer - which weights in tons the passengers and cargo
for payment multiplied by distance flown.
FLF- Freight Load Factor - the occupancy rate on cargo flights calculated by
RTK as a percentage of ATK.
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1.1 General
The Company’s main operations involve air transport of passengers and cargo (including
luggage and mail) through passenger aircraft and a cargo aircraft. The Company’s
passenger aircraft mainly perform scheduled flights and charter flights (marketed by the
Company's subsidiary, Sun d'Or).
The Company was appointed as Israel’s designated air carrier in most international routes
operating to and from Israel. For further information in this regard, see Sections 7.1.1, 7.1.2,
7.1.10 and 9.11.7.2 below.
The Group is engaged in air transport-related operations, such as: issuing branded credit
cards to members of the Company's Frequent Flyer Club, selling duty-free products,
producing and supplying food to airline companies (including the Company), providing
security services, ongoing and overall maintenance services to the Company's aircraft and
those of other airlines at Ben Gurion Airport, managing overseas travel agencies, as well
as marketing and selling insurance products within the travel industry and other areas. The
Company is further engaged in development and entrepreneurship activities, through its
subsidiary, which is responsible for the Company's innovation activity, focusing on startup
acceleration and support.
The business environment in which the Company operates is the international and civil
aviation and tourism industry to and from Israel, which is characterized by seasonality and
the high level of competition.
For more information on competition, see Sections 7.1.10, 7.8 and 8.7 below.
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Below is a chart of the Company’s holdings in investee companies shortly prior to the Reports Approval Date (the percentages listed on the chart express the
Company’s holdings of the investee companies)1:
Sun d'Or
Superstar Tamam Aircraft Food International
Borenstein Caterers, Inc. Holidays Katit Ltd. Industries Airlines Ltd.
100% Limited 100% 100% (Ben Gurion Airport) 100%
Ltd. 100%
Cockpit Innovation Fly-In Limited Partnership Air Consolidators Israel Air Tour Israel Ltd. Maman - Cargo Terminals
50% and Handling Ltd. 15%
Ltd. 90.01% 50.09% Ltd. 50%
1 Superstar Holdings Limited is registered in the UK. and is also registered in Israel as a foreign company.
Borenstein Caterers Inc. is registered in Delaware, USA.
In March 2016, the Visitors and Legacy Center of EL AL Ltd.(CC) (the “Visitor Center”) , a company owned by the Company, inter alia, through its current and former employees The Visitor
Center was incorporated and is registered as a public benefit company. It should be noted that the Company intends to liquidate the Visitor Center. Further to the update set out in the corresponding
section in the Company's 2016 Periodic Report, it is noted that in November 2017, the voluntary liquidation of the Seven Days Club International Ltd. and Morel Hotels Ltd. was completed.
In August 2017, about 9.9% of Cockpit Innovation Ltd. ("Cockpit") were allocated to Boeing, in return for Boeing's investment in Cockpit.
In October 2017, Fly-In, Limited Partnership ("Partnership") was established. For information on the Partnership's operations, see Section 9.7.2 below.
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El Al Israel Airlines Ltd. was incorporated as a limited liability company on November 15,
1948.
To the best knowledge of the Company, the Government currently owns approximately
1.1% of the Company's issued share capital, thus the Company still maintains the status of
a "Mixed Company". Furthermore, the Government owns the Special State Share (for
information on the Special State Share and the rights attached thereto, see Section 9.11.9
below).
2. Areas of Activity
The Group has two reported operating segments. For details, see Note 20 to the Financial
Statements.
In this segment, the Company carries passengers and cargo (including mail and
baggage) in the body of the passenger aircraft and provides them with related
services such as the sale of duty-free products. Revenues from the segment constitute
approximately 89.7% of the total revenues of the Company in 2017.
In this segment, the Company carries cargo in a dedicated 747-400 Boeing aircraft
designed to carry cargo. Revenues from the segment reached approximately 3.1% of
the total revenues of the Company in 2017.
Apart from the operating segments specified above, the Group is engaged in other activities
that are not included in these segments nor are they material to the Company's operations
as set forth in Section 1.1 above, the total revenues of which constitutes approximately
7.2% of the total revenues of the Company in 2017.
3.1 General
The pie below illustrates the Company's shareholding distribution as of a date shortly prior
to the approval of the Report:
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Delek Group
6.61%
Knafaim
35.3% Public
50.12%
Ginsburg Group
7.97%
4. Distribution of dividend
On May 21, 2017, the Company distributed a dividend of 7.3 cents per ordinary share of
NIS 1 par value. The total dividend amount stood at approximately NIS 36.2 million (USD
9.9 million as of the declaration date, April 27, 2017). The dividend distribution record date
was set for May 9, 2017.
As of the Report Date, the balance of the Company’s distributable profits stood at NIS 43.1
million.
For details regarding the Company's Dividend Policy, see Note 17 to the Financial
Statements.
For details regarding new financial reporting standards published and their interpretations
published by IFRS, see Note 2 of the Financial Statements. For details regarding the
Company’s operating segments, see Note 20 to the Financial Statements.
The adjustments between reported segments' results and the overall result presented in the
Financial Statements of the Company mainly include expenses that are not attributed to
segments in accordance with the Results Report reviewed by the Chief Operating Decision
Maker (CODM), as provided in Note 21B to the Financial Statements.
For explanations of developments in the Company’s business results during the Report
Year compared to the last year, see Section A3 of the Board of Director’s Report.
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The international aviation market is affected by the security and political situation, special
events such as the outbreak of worldwide epidemics and natural disasters in general and
particularly in specific areas, as well as the global economic situation.
Based on IATA estimates, airlines are expected to show profits of USD 34.5 billion for
2017. In 2017, passenger traffic increased to a peak of 4.1 billion passengers (on scheduled
flights). The growth in passenger traffic is attributable to the improvement in global
economy. According to the IATA, total passenger traffic (international and domestic flights
together) increased by 7.6% in 2017 compared to 2016 and exceeded the average growth
rate in the last decade, which stood at 5.5% per annum. Average capacity increased by
6.3% compared to 2016, and average occupancy rate amounted to 81.4%. The growth rate
of international traffic (alone) was higher than the growth rate of total passenger traffic
(international and domestic), reaching about 7.9%.
Overall cargo traffic (international and domestic flights together) recorded an increase of
9.3% in 2017 compared to 2016, following a growth of 2.33.8% in cargo traffic in 2016,
compared to 2015.
IATA estimates and assessments regarding the global aviation industry and the
anticipated profitability of the aviation industry are forward-looking information, as
defined in the Securities Law. This information is not based on the Company’s estimates
and only relies upon IATA's assessments, inter alia, in view of current trends of change
in the aviation and tourism industry in recent years and the anticipated developments
therein, and due to the economic, security and geopolitical state in Israel and around the
world. Therefore, this data may be materially different than projected, if the IATA
assessments are not realized, as a result of a large number of factors, including a change
in the economic, security and geopolitical situation in Israel and around the world.
The following diagram describes traffic development at Ben Gurion Airport in 2015-2017:
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Aircraft jet fuel is a very substantial component of the Company's expenses. Jet fuel prices
are characterized by high and sharp fluctuations. The following data refer to the weighted
average of jet fuel market prices (before marketing margins and other fees) in the markets
where the Company purchases fuel, as quoted by Platts2. During 2017, jet fuel prices
increased ("Market Price Basket" - the weighted price in accordance with markets in which
the Company purchases jet fuel) by approximately 22% on average compared to 2016
prices. For further details, see Sections 9.5.1 and 9.18.6 below. For further details regarding
the financial impact of jet fuel price, including as a result of hedging activities, see Sections
A3 and B1 of the Board of Director’s Report and Note 18 to the Financial Statements.
The Group's results are affected by fluctuations in several currencies in relation to the US
dollar. Fluctuations in the dollar exchange rate in relation to other currencies may lead to
an improvement or to the erosion of the Group's profitability, particularly the Israeli shekel,
in which a significant portion of the Company's expenses is paid, including wages to Israeli
employees. As of December 31, 2017, there was a 9.8% appreciation of the NIS against
the USD as recorded, compared to December 31, 2016. As of December 31, 2017, there
was a 12.2% depreciation of the euro against the USD, compared to December 31, 2016.
For details regarding the impact of the fluctuations on foreign exchange rates, see Sections
B1 of the Board of Director’s Report and Note 18 to the Financial Statements.
To finance its aircraft acquisitions, the Company has taken a significant amount of loans
bearing variable Libor-based interest. A change in Libor rates may affect the Company's
financing expenses. The average three-month Libor rate was 1.26% in 2017, compared to
an average rate of 0.74% in 2016. For information on the Company's loans and hedging
transactions, see Sections B3 and B4 of the Board of Directors' Report and Note 13 to the
Financial Statements.
2 To the best knowledge of the Company, Platts is a company of McGraw-Hill Group which, over many years, has been
providing information on the energy sector. Platts provides updated information and analysis, inter alia, with respect
to prices and international events in the fuel, petrochemical, natural gas and electric and nuclear power markets.
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Trends, events and developments in the macroeconomic environment of the Group, which
have or are expected to have material impact on the business results or the development in
the area of operations, are described below with respect to the following areas:
In the past, the aviation policy has been regulated by the decision of the Ministerial
Committee for Social and Economic Affairs, shortly before the publication of the 2003
Prospectus (Decision SE/14 dated May 19, 2003), with regard to the appointment of the
Company as "Designated Carrier.” Thereafter, several government decisions were made,
determining the aviation policy of the State of Israel with respect to the Company's
operations and the State's participation in security expenses incurred by Israeli airlines. For
details regarding restrictions and supervision of the Company's business that apply to
aviation operations, including traffic rights granted to the Company, see Section 9.11
below.
Additionally, these international and local arrangements provide for conditions and
arrangements relating to air carrier's operation and liability for damages and for flight
delays and cancellations.
The Company is obligated to act upon local legislation and relevant government decisions
relating to the Company's areas of operations (including aviation security services), as set
out in Section 9.11 below.
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7.1.3 Changes in the volume of activity in the area and in its profitability
a. International developments
According to the IATA, in 2018, airlines are expected to continue to improve profitability
in view of a continued high demand, streamlining of airline companies and reduced interest
payments to financial institutions, despite the expected increase in airlines' expenses in
2017, inter alia, due to the increase in jet fuel prices and manpower expenses.
* It should be noted that RPK, ASL and PLF values only refer to international traffic
As reflected in the table above, passenger traffic increased in all of the regions, with the
highest increases recorded by Asian and South American airlines.
The data presented on the table above shows that airlines operating in all regions other than
Africa are expected to show profits in 2018.
IATA estimates and assessments regarding the global aviation industry and the
anticipated profitability of the aviation industry are forward-looking information as
defined in the Securities Law. This information is not based on the Company’s estimates
and only relies on IATA assessments, inter alia, in view of current trends of change in
the aviation and tourism industry in recent years and the anticipated developments
therein, and due to the economic, security and geopolitical situation in Israel and
worldwide. Therefore, this data may be materially different than projected, if the IATA
assessments are not realized, as a result of a large number of factors, including a change
in the economic, security and geopolitical situation in Israel and around the world.
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The table below provides data on the aviation industry's international activity and its
profitability in the segment of passenger and cargo aircraft4 in 2015-2016 as well as
IATA assessment for 2017 and highlights of IATA forecast for 2018:
Airlines' revenue from the passenger segment alone is expected to increase in 2017 by
approx. 9.2% compared to 2016, totaling approx. USD 581 billion (compared to USD 532
billion in 2016). The accelerated growth in passenger traffic is attributable, inter alia, to the
improvement in global growth in 2017, which is expected to stand at approx. 3%, the
highest growth rate since 2010.
Cargo – Cargo traffic is expected to increase in 2018 by approx. 4.5% compared to 2017,
inter alia, due to the trend of online trade growth. Moreover, a 4% increase in cargo yield
per ton is expected in 2018 compared to 2017. Airlines' revenue from cargo transport
(including cargo transport on passenger aircraft) in 2018 are expected to grow by approx.
8.6% compared to 2017, totaling approx. USD 59.2 billion.
Oil Price – Average price (Brent Crude) is expected to increase by approx. USD 60 per
barrel (an increase of approx. 10.7% compared to approx. USD 54.2 per barrel in 2017)
and average jet fuel price is expected to increase by approx. 73.8% (an increase of approx.
12.5% compared to a price per barrel of USD 65.6 in 2017). Total fuel expenses in 2018 is
expected to reach 20.5% of the aviation industry's total expenses, compared to 18.8% in
2017.
IATA assessments and estimates regarding the scope of international passenger traffic
and the estimates for 2017 and 2018 in the various publications as stated above,
including with respect to GDP, passengers, cargo, oil prices, income, returns and
occupancy rates are forward-looking information as defined in the Securities Law. This
information is not based on the Company’s estimates and only relies on IATA
assessments, inter alia, in view of current trends of change in the aviation and tourism
industry in recent years and the anticipated developments therein, and in light of the
economic, security and geopolitical state in Israel and around the world. Therefore, this
data may be materially different than projected, if the IATA assessments are not realized,
as a result of a large number of factors, including a change in the economic, security
and geopolitical situation in Israel and around the world.
In recent years, a considerable deterioration has occurred in the competition existing in the
area of Transportation by Passenger Aircraft between scheduled international airlines,
including airlines operating low cost flights8 and charter international airlines. The
Company estimates that further competition is expected in 2018. For further information,
see Section 7.8.3 below.
The growth in the number of foreign airlines operating at Ben Gurion Airport, the number
of scheduled flights and seat capacity of foreign airlines causes further competition on
routes to Israel. For further information, see Section 7.8 below.
8 “Low cost” companies are airlines with a low expenses structure that arises mainly from direct online marketing
rather than through distribution systems and travel agents; use of mainly secondary airports; minimum service profile
during flight. Generally, low cost airlines only operate one class on their flights and offer highly competitive prices.
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The Company’s assessment regarding the increase in the number of foreign airlines
operating at Ben Gurion Airport, the number of scheduled flights and seat capacity of
the foreign airlines, and their impact on the competition on routes to Israel, is forward-
looking information as defined in the Securities Law. This information is based, among
other things, on the Company's assessments in view of recent years' growth resulting
from the "Open Sky" policy. This increase may not materialize, in whole or in part, or
may materialize in a materially different manner, inter alia, depending on the degree of
opening the market to further competition, regulatory changes, the way the Company
deals with competition and the risk factors described in Section 9.18 below, as well as
economic, security and geopolitical changes.
7.1.5 Technological changes that may have a material impact on the operating segment 9
The supplier of the entertainment system installed in the Company's new Boeing 787
is Panasonic. In 2017, the Company and Panasonic entered into agreements regulating
the terms and conditions of the entertainment systems' acquisition and maintenance.
In January 2018, the Company launched a system enabling its customers to contact
the Customer Service Center via chat on the Company's website. The system allows
the Company to efficiently respond to its customers and save response time.
7.1.6 Critical Success Factors in the Operating Segment and Changes Therein
For information regarding positive factors that affect or may affect the Company's
competitive position in this area of activity, see Section 7.8.4 below.
7.1.7 Changes in Suppliers and Raw Materials within the Operating Segment
Fuel - The main raw material used by airlines is jet fuel, constituting a key component of
an airline's expenditure. For details regarding fuel, see Section 9.5.1 below.
Aircraft - as the Company's aircraft fleet is entirely manufactured by Boeing, the Company
is materially dependent on this manufacturer in matters pertaining to ongoing maintenance
of its aircraft, spare parts supply, repairs and engineering consultancy.
Engines – due to the fact that the Boeing 777 and 787 aircraft owned by the Company (of
which some were already delivered and some are scheduled for delivery to the Company
during 2018-2020), are equipped with Rolls-Royce engines, the Company has a significant
dependence on the engine manufacturer in terms of current maintenance and supply of
spare parts for engines.
7.1.8 Key Entry and Exit Barriers in the Operating Segment, and the Changes Therein
In the past, one of the most significant entry barriers in the field of scheduled international
flights was the need to obtain authorization to perform scheduled flights from one country
to other countries and be appointed as a "Designated Carrier", as well as approval for the
9
This Section contains major technological changes even if their impact is immaterial.
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number of flights and capacity. Due to the Open Sky policy, this entry barrier is now quite
insignificant with respect to destinations in Europe and the United States.
Key entry barriers are as follows: the necessary permission for landing and take-off slots
in airports to and from which the Company operates as well as the relatively large initial
investment required for establishing and operating an airline company, inter alia, for the
acquisition and lease of aircraft. Moreover, international aviation agreements and the
regulation in various destinations may include requirements relating to identity or
nationality as a condition for actual ownership or control of an air carrier. Such
requirements may appear to be an entry barrier to granting authorization to operate flights.
For further information, see Section 9.11 below.
With regard to the operation of passenger aircraft used for international charter flights, it
should be noted that a significant entry barrier is obtaining a slot for take-off or landing at
the airports to and from which the charter airline operates, similarly to airlines operating
scheduled flights. As opposed to airlines operating scheduled flights, a liberal policy
applies to the segment of charter flights, whereby charter flight authorizations are granted
to both Israeli and foreign charter airlines.
The restrictions applicable to the Company by the holder of the Special State Share with
respect to reducing the Company's aircraft fleet constitute an exit barrier. For details, see
Section 9.11.10 below.
7.1.9 Substitutes for Services in the Operating Segment and Changes Therein
The substitutes for transportation by passenger aircraft are transportation by other means
(land and marine means as well as cargo aircraft regarding cargo carried in the belly of
passenger aircraft). It shall be noted that there is no significant substitutes in Israel for
passenger transportation by air. The Company estimates that the main considerations in
choosing a flight over marine and/or land transportation are: the purpose of the trip, the
passenger's schedule, as well as the distance and the nature of the route.
7.1.10 Structure of Competition in the Operating Segment and Changes Therein; Developments
in the Operating Segment's Markets
The competition is not only with the principal air carrier in the country located at the
other end of the route and charter airlines operating on the same route, but also with
other airlines, including such that do not operate flights to Israel (offline airlines),
due to the range of possibilities allowing the passenger to create his own flight
schedule consisting of several airlines, and as a result of the strengthening of
alliances between the airlines (Star, Sky Team, One World).
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Moreover, most of the scheduled airlines operating flights to and from Israel also
carry passengers on Sixth Freedom flights, thus causing an increase in the operations
of foreign airlines in Israel. Due to the fact that the flight from the base airport
(Europe) to the final destination takes place regardless of the flight from Israel to
Europe, thus allowing the foreign company to lower the overall price for a flight
from Israel to the final destination (via Europe), without impairing the level of the
price of a flight from Europe to the final destination. In fact, at times, foreign airlines
offer the flight ticket from Israel to the final destination (e.g. the U.S) at a lower price
in relation to the price they offer for the flight from the interim destination (e.g.
Europe) to the final destination. On the other hand, currently the Company does not
benefit from a similar possibility to carry passengers between different countries via
Israel, mainly due to the present geopolitical condition.
Apart from the foregoing, certain regulatory changes may affect the structure of
competition in the segment. For details, see Section 9.11 below.
In 2017, the Company competed with about 110 airline companies, as follows: 60
foreign airlines operating scheduled flights, 50 foreign charter airlines (of which
about 30 airlines operated flights on a regular basis) and two Israeli airlines (Arkia
and Israir). Airline companies compete in different areas, mostly over prices, flight
frequency and schedule, operational accuracy, type of equipment, aircraft
configuration, passenger service and more. The competition is with airlines
operating scheduled flights between different destinations, charter flights between
the same destinations and/or Sixth Freedom flights.
For information regarding the Company's significant competitors within the segment
and the competition expected in 2018, see Section 7.8.3 below.
The liberalization policy of aviation agreements, which has been implemented in the
State of Israel in recent years, allows a substantial share of the increase in flight
availability and seat capacity offered. This policy, as expressed in an ongoing
process of updating aviation agreements by means of increasing the frequencies cap
and number of airlines allowed to operate scheduled flights, causes an increase in
the number of flights and as a result, a decrease in ticket prices and growth in
passenger traffic to and from Israel.
In June 2013, the Open Sky Agreement was executed with the European Union
("EU") , under which most restrictions on the number of each party's carriers entitled
to operate scheduled flights between Israel and the EU (as derived from bilateral
aviation agreements preceding it) have been removed. The Agreement has been
implemented in stages, the last of which is anticipated to be completed in the summer
of 2018, thus the frequency restriction imposed on flights to and from Israel will be
removed, leading, as a result, to a significant increase in the number of flights
operated by airlines flying to and from Israel.
For details regarding the Open Sky Agreement with the EU, see the corresponding
Section in the Company's 2013 Periodic Report.
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Moreover, in recent years, aviation agreements between Israel and several countries
with a significant volume of traffic to and from Israel have been updated, including
agreements with Russia, Ukraine, Canada, China and India.
The following is a description of the main changes in 2017 and until a date
shortly prior to the approval of the Report:
The UK - In December 2017, Israel and the UK entered into a new aviation
agreement, effective upon completion of the Brexit process in which the UK leaves
the EU. The agreement is aimed at allowing continuity of flights on routes between
Israel and the UK immediately following the actual Brexit date. It should be noted
that no changes have been made in the form of collaboration between Israel and the
UK with respect to the Agreement with the EU.
Chile – In December 2017, Israel and Chile entered into a new aviation agreement
updating the agreement signed by both countries in 1981. The new agreement allows
commercial collaborations between Israeli and Chilean airlines and code-share
agreements between Israeli carriers and a third world country airlines.
A. General
The main services the Company provides in this segment are flying passengers and
cargo to various destinations by means of passenger aircraft. As of the Latest Date
Prior to the Report Approval Date, the Company operates flights on passenger
aircraft to approximately 35 direct destinations in 25 countries in Europe, the United
States and Canada, the Middle East, Central Asia and other destinations. In 2017
the Company operated an average of approximately 285 weekly flights to each
destination. In addition to flights operated by the Company, the Company is engaged
in marketing flights in the framework of agreements with other airline companies
(Interline Agreements), allowing passengers of scheduled flights, subject to certain
restrictions, to use flight tickets issued by one airline, for flights of another airline.
The airline actually carrying the passenger submits an invoice for payment to the
Company that issued the flight ticket. The parties settle between themselves on a
monthly basis, usually through IATA Clearing House.
Furthermore, the Company operates Code-Share flights, thus allowing the air carrier
to market flights of another air carrier as if they were its own, so that a passenger
books a flight through one carrier notwithstanding the fact that he travels with
another air carrier. Code sharing provides participating air carriers with an option to
increase flight frequencies offered to their customers, access to other destinations
and marketing advantages, such as enhancing the attractiveness of joining the
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The Company operates, in some of its scheduled flights, up to four travel classes,
distinguished from each other by the type of seat, the space between seats, food and
beverage menu and manner of serving, supply of comfort and leisure products as
well as number of flight attendants in proportion to the number of passengers. Said
travel classes consist of: First Class, Business Class, Economy Class Plus and
Economy Class. The Company operate three classes on the new Boeing 787
Dreamliners – Business Class, Premium Class and Economy Class. Scheduled
flights offer a set of in-flight voice programs, movies, both broadcast and print
magazines and a sales service of duty-free items.
The Company's flights are supported by ground services system, in charge of the
process of boarding passengers and their luggage, embarking them at the destination
airport and unloading the luggage as well as handling the cargo. Said ground services
are available in Ben Gurion Airport and in each one of the destinations where the
Company's aircraft land. Simultaneously, the Company operates, under the guidance
of government security officials, ground security system in all overseas airports
where aircraft of Israeli airlines land, and an aerial security system that operates
during passenger flights operated by Israeli airlines (the Ben Gurion Airport Ground
Security System is operated by the IAA). For details regarding security services
rendered by the Company to Israeli airlines, see Section 9.11.13 below.
The following table provides data on the Company's market share, as estimated by
the Company, broken down by groups of key destinations, out of all passenger traffic
between Ben Gurion Airport and these destinations:
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In 2017, the Company operated about 36 weekly flights to North America in the
summer season, and about 28 weekly flights in the winter season (mainly to New
York).
On direct routes to North America, the Company faces direct competition with
United, Delta and Air Canada airlines. Moreover, European airlines operating flights
on routes to the United States and Canada through their home airports continue their
operations (“Sixth Freedom”).
It should be noted that as of November 2017, the Company operates 3 weekly direct
flights to Miami and plans to launch a new route to San-Francisco in November 2018
with three weekly flights.
10 These data are segmented by the passenger's final destination (including on sixth freedom flights). The Company’s
assessment of the passenger’s final destination is based on data from the global distribution systems. The Company
cannot estimate the accuracy of the data received from the distribution system, which includes paying passengers
only. It is noted that the IAA publishes data that includes non-paying passengers, split based on the airline that carries
out the flight (and not by destination). In cases of sixth freedom flights of a European company between Israel and
the United States through an airport in Europe - the flight will be attributed to the parent country of the European
airline. Based on the Company’s analysis of IAA data and segmentation of flights by airlines' parent countries,
excluding sixth freedom flights, the Company’s market share is as follows, North American routes: 48% in 2017
compared to 51.4% in 2016; European routes: 30.2% in 2017 compared to 33.5% in 2016; Far East and Central Asia
routes: 64% in 2017 compared to 80.6% in 2016; other destinations: 9.3% in 2017 compared to 12.8% in 2016.
11
The IAA data refer to the airlines that operate the flights rather than flight destinations. Therefore, these data only
serves as the Company’s assessment based on an analysis of the IAA data pr. These data are segmented by direct
flight destination and fail to notice a passenger's actual destination where “sixth freedom” flights operated by foreign
airlines are involved.
12
The Company cannot estimate the accuracy of its assessment regarding of market share including “sixth freedom”
in the Far East market and central Asia, Africa and regional destinations (such as Turkey, Greece and Cyprus), in
light of the inaccuracy of the information kept by the Company regarding the number of passengers of other airlines
operating in these markets.
13 Others: traveling to regional destinations (Cyprus, Egypt, Greece, Jordan, Malta and Turkey) and to Africa For
further information, see Footnote 12 below.
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on direct flights to North America and the increase in the Company's direct flights
on these routes is attributable, inter alia, to the Company's inability to meet passenger
traffic growth rates, mainly in view of its limited production capacity.
For further information regarding the increase in foreign airlines' operations in Israel,
see Section 7.8.3 below.
The Company has rights to transport passengers, cargo and mail to/from New York
and other destinations in the United States, some in the framework of code-share
agreements. For information regarding code-share agreements to which the
Company is a party, see Section 9.13 below.
The Company plans to launch a new model for flights to and from its destinations in
Europe, with ticket sales expected to begin during the second quarter of 2018 with
respect to flights taking off from the fourth quarter of 2018. For further information,
see Section 7.4 below.
"UP"
Since the 2014 spring/summer flight schedule, the Company has been operating the
UP flight brand, under which it operates discounted flights, using a model similar to
that of low-cost flights, to 5 destinations in Europe: Berlin, Budapest, Kiev, Prague
and Larnaca. It should be noted that following the implementation of the new model
for operating flights to the above European destinations, the Up brand will be
cancelled as of October 2018.
In 2017, there was an increase of about 15% in total passenger traffic to Europe, with
foreign scheduled airlines, including low cost airlines, increasing their passenger
traffic by 23% and charter airlines operating on the same routes recording an increase
of 13%. The Company increased its passenger traffic on these routes by 4%.
Secluded airline traffic on routes to West Europe countries increased by 9%, and by
26% on routes to Central and East Europe. The difference between the growth in
passenger traffic on routes to Europe and the Company's flights on these routes is
attributable, inter alia, to the Company's inability to meet passenger traffic growth
rates, view of its limited production capacity.
The most extraordinary growth rates were recorded with respect to routes from Israel
to the following countries: France (13%), Netherlands (12%), Germany (11%),
Spain (10%), England (10%), Poland (68%), Romania (33%), Hungary (29%),
Czech Republic (17%), Bulgaria (15%), Russia (13%) and Ukraine (14%) . It is
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noted that these routes recorded a substantial growth in terms of both traditional
legacy carriers and low cost carriers' flights, as described in Section 7.8.3 below.
Aviation agreements signed in recent years and implementation of the last stage of
the Open Sky Agreement between Israel and the EU countries expected in summer
2018 are anticipated to lead to further aggravation of competition over these routes
in 2018. For further information regarding the anticipated increase in competition
over these routes in 2018, see Section 7.8.3 below.
For further information regarding the increase in foreign airlines' operations in Israel,
see Section 7.8.3 below.
It should be noted that Air India is expected to operate 3 weekly flights on route
Tel-Aviv – Delhi commencing the end of March 2018. For details, see Section 7.8.3
hereinafter.
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Other routes operated by the Company in 2017 include Greece, South Africa and
Cyprus (Larnaca). The Company further operates, from time to time, single or short
series of charter flights to various destinations, through its subsidiary, Sun d'Or.
Regional routes recorded a 20% increase in total passenger traffic to Turkey, mainly
due to the growth in operations of Turkish Airlines and Pegasus, which increased
their passenger traffic by approx. 10% and 44%, respectively. It should be stressed
that the growth in Pegasus passenger traffic is mainly due to the increase in its charter
operations and expansion of its operations on route Tel Aviv – Antalya following an
increase in the number of Pegasus flights on this route during the 2017 summer
season to 13-20 weekly flights , compared to 6-7 weekly flights in the 2016 summer
season. The growth in traffic to Turkey is mainly attributable to the growth in Sixth
Freedom traffic. An increase of approx. 41% in traffic to vacation resorts in Turkey
(Antalya, Dalaman and Bodrum) was recorded in 2017 compared to 2016, and in
total, traffic to vacation resorts amounted to approx. 30% of the total traffic to
Turkey. It should be clarified that in view of security restrictions imposed on Israeli
airlines, no Israeli airlines' flights have been operating on routes to Turkey in recent
years. A 15% increase was recorded in total passenger traffic on routes to Greece
and the Greek Islands, which serve as substitute for Turkish vacation resorts, due to
the growth in operations of Aegean Airlines and Alitalia on route Tel Aviv – Athens
and a significant growth in charter airlines' flights to these destinations.
In 2017, total passenger traffic on regional routes and routes to Africa increased by
approx. 23% and the number of the Company's passengers flying on these routes
decreased by approx. 11% compared to 2016.
In 2017, an increase of about 2.4% was recorded in the Company’s revenue from the
operating segment compared to 2016, explained by the fact that in 2017, passenger traffic
at Ben Gurion Airport increased by approx. 16.4% compared to 2016.
For information regarding the segmentation of the Company’s income and profitability
(consolidated) broken down by its reported operating segments relating to passenger
aircraft, see Note 20 to the Financial Statements.
Launching new routes to the United States - for information, see Section 7.2 above.
commence during the second quarter of 2018 and apply to flights taking off from the
fourth quarter of 2018. Under the New Model, Economy Class customers will be given
the option to choose between three types of "Branded Fares": "Lite" – the cheapest and
most basic flight fare, allowing passengers to carry hand-baggage on board, with no
option to cancel or change tickets; "Classic" – the familiar, standard flight fare,
allowing passengers, in addition to the above, to choose their seat and check in
baggage, with the option to cancel or change tickets subject to extra charge; and "Flex"
– the most flexible airfare, allowing passengers, in addition to the above, to check in
two items of baggage and cancel or change tickets with extra flexibility, all in
accordance with criteria established by the Company for each "Branded Fare" and in
compliance with any applicable law.
In the next few years, within the framework of implementing the New Model, the
interiors of aircraft flying to European Destination will be renovated and economy and
business class seats in some of the Company's narrow-body aircraft will be gradually
replaced. The Company predicts that the New Model shall have a positive impact on
its financial results, although not significantly compared to its total revenues.
The Company’s assessment of the New Model implementation and positive impact is
forward-looking information as defined in the Securities Law. This information is
based, among others, on the Company’s estimates in view of the its current volume
of activity and the competition in the markets, which may not materialize, in whole
or in part, or may materialize in substantially different manner. Actual condition
may be different than predicted, inter alia, depending on the degree of opening the
market to further competition, regulatory changes, the way in which the Company
deals with competition and the risk factors described in Section 9.18 below, as well
as economic, security and geopolitical changes.
Website Launch – In June 2017, the Company launched a hotel booking website,
allowing Frequent Flyer Club customers to enjoy benefits upon booking. For further
information, see Section 7.6.4 below.
New Insurance Products – The Company and the Phoenix Insurance Agencies 1989
Ltd. entered into an agreement to establish a partnership to operate an insurance agency
("Insurance Agency") providing insurance-related services. It should be noted that as
of a date shortly prior to the approval of the Report, and until obtaining an insurance
agency business license allowing it to operate independently, these operations will be
partially carried out by the Phoenix and partially by a licensed agency affiliated with
the Phoenix which, as of October 2017, are engaged in the marketing and sale of
insurance products related to travel and other business activities, inter alia, to EL Al
Frequent Flyer Club members, who shall be offered unique insurance options, by way
of accumulation and use of Frequent Flyer points when purchasing insurance products.
Web Browsing System – During 2017, the Company installed one of the world's most
advanced web browsing systems in six Boeing 737-900 aircraft. The Company plans
to install the system in other aircraft in its Boeing 737 and 787 fleets. It shall be noted
that as of a date shortly prior to the approval of the Report, the Company does not
charge for the use of this service.
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7.5 Customers
The Company provides its services to both individual passengers and passengers from the
business sector. The Company’s plane tickets are mostly sold through travel agents and
marketers of travel packages, as well as by the Company directly to companies and
individuals. For further information, see Section 7.6 below. For details about the
Company’s “Matmid” Frequent Flyer Club, see section 7.6.4 below. For information
regarding the Company's Credit Risk Management Policy, see Note 5 to the Financial
Statements.
In the transport by passenger aircraft segment, the Company has no single customer,
including an agent, whose revenue or sales turnover amounts to 10% or more of the Group’s
total revenue. The Company estimates that it does not have dependence on any single
customer or agent in the transport by passenger aircraft segment.
Most travel agents are IATA members selling flight tickets on behalf of the various airlines.
Upon a sale, the agent is entitled to receive a commission from the airline company at a
rate set by it in accordance with IATA guidelines. At times, the agent is entitled to further
commissions, including as sales incentive, at the discretion of the airline companies.
The majority of air fare marketing to passengers is carried out through travel agents and
vacation package dealers. In addition, flight tickets are sold through the Company's sales
offices and through phone and direct sales. As of a date shortly prior to the approval of the
Report, the Company has three sales offices in Israel (Tel Aviv, Jerusalem and Beer-Sheba)
and about 29 sales offices in 31 representations abroad.
The Company also sells flight tickets through 44 General Sales Agents (GSA) abroad, to
destinations to and from which El Al flies as well as other destinations (including Beyond
destinations).
Tour Air (Israel) Ltd. ("Airtour" or "Tour Air"), a company jointly owned by the
Company and travel agents, is another marketing channel used by the Group in the Israeli
market, acting as a distribution arm for special offers and packages to all Israeli agents. The
Company has agreements with Airtour for the distribution of the Company's flight tickets
and the provision of various services by Airtour to the Company, including vacation
package distribution, ticketing, payment transactions, etc. For information regarding
transactions entered into by the company and Airtour, see Note 23 to the Financial
Statements.
Sun d'Or, the Company's subsidiary, also acts as a marketing arm for the Company's
products, both to charter flights and scheduled flights to various destinations. Sun d'Or
branded flights are operated by the Company and other airlines, generally by means of a
wet lease. For information regarding Sun d'Or operations, see Section 9.7.1(a) below.
The Company pays travel agents a commission (base component) as well as special
incentives (variable component), particularly according to the volume of airline ticket sales.
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The base commission paid to Israeli agents is 5%. The base commission paid to agents
abroad varies by country based on market conditions. The additional incentive mechanism
– the variable amount and duration of the commission - is determined with each agent, in
Israel and abroad. Different methods, adapted to market needs, are employed across the
world in this regard. In recent years, the aviation world has developed a trend of reducing
commissions to the point of eliminating the agents’ base commission and the addition of
handling fees by the agent.
7.6.2 Computerized System Booking, Flight Management, Check-In and Distribution Systems
The Company's booking, flight management and check-in computerized system is the
Amadeus. The system displays El Al updated flight schedule and allows the Company’s
service and sales centers to place orders and ticket the Company’s flights. The system
allows supervision of managing customer handling and use of the loading capabilities of
the Company’s aircraft by calculating weight and balance by gathering all data calculations.
In November 2017, the Company and Amadeus signed an amendment and extension to the
agreement regulating these services, by which the agreement is extended until the end of
2025 with an option of extension until the end of 2027, on the same terms, and an option
for the Company to terminate the agreement at the end of 2023.
Moreover, the Company has entered into agreements with international distribution
systems, including Amadeus, that interface with the Company’s booking system and allow
users of the same systems (sales agents in Israel and abroad) to sell and have direct access
for reservations and ticketing El AL flights.
In December 2017, the Company and Amadeus signed an amendment and extension to the
agreement regulating these services, by which the agreement will be extended in 2020 for
three years and then a further two years, with an option for the Company to terminate the
agreement prior to each extension.
It is noted that the Company is materially dependent on Amadeus. For details, see Section
9.18.19 below.
The Company takes efforts to advertise its services to passengers in the Israeli market and
other large markets. The Company also initiates marketing events, sponsorships and
collaborations.
The Company operates a 24/7 customer and sales call center providing a timely,
professional and quality service to El Al private customers and travel agents. The Company
also maintains direct sales to passengers through its reservations call center and operates a
business service engaged in sales promotion to business organizations, mainly Israelis.
In 2017, sales through the website increased by about 2% (sales of packages, related
services and upgrades) compared to the corresponding period in the previous year, totaling
USD 318 million. The number of tickets sold online in 2017 remained unchanged, however,
a significant increase of about 49% in the Company's sales through the mobile device was
recorded in 2017 compared to 2016.
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In recent years, the aviation industry has witnessed a trend of growth in direct marketing
of airline tickets both online and through mobile devices, in view of the savings in
marketing and distribution costs, as a result of selling airline tickets using this platform and
changing buying habits of consumers preferring to shop online and through the mobile app
rather than by phone. It should be stressed that the Company adapts itself to this trend and
intends, as part of its customer service and customer experience enhancement process, and
expansion of its direct sales operations, to expand its modified changes to its organizational
structure, inter alia, consolidating the digital and IT departments into one division. In view
of the foregoing, the Company predicts an increase in online and mobile ticket sales.
The information regarding the Company's estimate of a revenue increase due to online
and mobile direct marketing of airline tickets is forward-looking information, as defined
in the Securities Law, which is based on the Company's estimates in consideration of
global trends and developments in the consumption and aviation world. The
materialization of the said information, in whole or in part, is uncertain and might be
affected by external factors having effect on the competitive environment of the Company
and/or by factors that cannot be assessed and are beyond the Company's control,
including marketing and sales factors.
In order to make its flights more attractive to passengers interested not only in transport
services to and from Israel, but also in tourism services, the Company markets, directly and
through travel agents, a diverse range of ground tourism services (hotels, tours, car rentals)
to individual tourists. For this purpose, the Company markets package deals through
Airtour. This activity is marketed at the Company's representation offices abroad through
Superstar Holidays Ltd., by means of independent direct marketing or through travel
agents.
As part of its marketing efforts and efforts to increase passengers' loyalty to the Company,
the Company offers special benefits to passengers who are members of the Frequent Flyer
Club. Passengers can accumulate frequent flyer points that can be used for all flights
operated by the Company.
Moreover, the Company has agreements allowing the accumulation and realization of
frequent flyer club point of other airlines (as set forth in Section 9.13 below) and/or the
conversion of points from credit cards and other businesses into Frequent Flyer Club
points, and it further entered into cooperation agreements allowing the accumulation of
club points and/or receipt of other benefits following an acquisition in a variety of
businesses (in general, the Company is paid a consideration by the business), as well as
into agreements for the use of frequent flyer points in different businesses. Club points can
be used to pay for products purchased on the Fly&Buy website, in the duty-free shop on
board El Al aircraft, and for hotel rooms at hotels listed on the Hotel Booking Website
launched by the Company as described below, and when making payments to various
businesses with which the Club maintains ad hoc collaborations, etc. .
These points provide passengers with various benefits, including discounted or free flight
tickets (other than an extra cash payment for airport taxes and other surcharges), upgrades
to better classes and admission to lounges used by the Company worldwide. Membership
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in the Frequent Flyer Club is determined by a number of parameters based on the volume
of activity of the members: Regular Matmid, Silver, Gold, Platinum and "Top Platinum.
It should be noted that travel agents can purchase flight tickets on the agents’ website
("Sell&Fly") and pay with Club Points. These transactions reward travel agents with
Sell&Fly points, which are designed for travel agents and allows then to purchase flight
tickets for personal use only, with an agent fee. Furthermore, as of April 2017, travel agents
may convert Sell&Fly club points into Club points. This novelty allows Frequent Flyer
Club passengers to be listed among Frequent Flyer Club members and consequently enjoy
a longer exercise period to purchase a preferred seat, pay for an upgrade to an Economy
Plus seat and purchase on board duty free items using points.
In June 2017, the Company launched a Hotel Booking Website enabling Frequent Flyer
Club members to benefit from accumulation of points when making a reservation and pay
using Club points or a mix of money and points, with Fly Card holders benefitting from a
preferred accumulation to realization ratio. The website is maintained by an international
company and as of a date shortly prior to the approval of the Report, it includes more than
150,000 hotels in Israel and worldwide.
During 2017, the Company launched, through a partnership established with the Phoenix,
the insurance products marketing and sales operations across travel and other sectors, inter
alia, for El AL Frequent Flyer Club members. For further information, see Section 7.4
above.
Within the framework of cooperation agreements executed by the Company with financial
institutions, the Company allows for the issue of branded credit cards to the members of
the Company's Frequent Flyer Club - Fly Card and Fly Card Premium ("Branded Credit
Cards"). The Branded Credit Cards were issued to Israeli account holders through the
financial institutions listed below: (a) Diners Club Israel Ltd. and Cal - Israel Credit Cards
Ltd.; (b) Poalim Express Ltd.; and (c) Leumi Card Ltd. and Bank Leumi Ltd. (hereinafter:
the "Agreements" and the "Financial Institutions", respectively).
Branded credit cards grant their holders unique benefits according to the type of credit card
and volume of transactions using the card, all in accordance with the commercial terms
agreed upon between the parties. These benefits include, inter alia, the accumulation of
perpetual passenger points in respect of transactions in Branded Credit Cards.
Pursuant to the agreements, the Company is entitled to consideration from the financial
institutions, which is also based on the scope of use of the Branded Credit Cards. The
agreements also set forth participation in advertising, marketing and sales promotion
expenses, as well as customer service to the holders of the Branded Credit Cards. The
agreements are for a term of five years, ending September 2019, and include the ability to
extend for additional various periods subject to the cancellation rights available to the
parties, under certain circumstances.
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In should be noted that the Company has cooperation agreements with the registered
partnership Blue Square-Dor Alon Customer Club ("YOU Club") and the retail Group -
Electra Consumer Products Ltd. (the “Electra Group”), which operates in various
consumer fields. Under these agreements, the parties cooperate to attract new customers to
the club through marketing and sales centers of these organizations. These cooperation
agreements allow Frequent Flyer Club members and holders of branded credit cards to
enjoy unique benefits, including options for accelerated accumulation of Matmid frequent
flyer points at chains included in the YOU Club program and chains owned by the Electra
Group.
As of a date shortly prior to the approval of the Report, the number of Club members totaled
1.91 million.
As of a date shortly prior to the approval of the Report, the number of Branded Credit Cards
was 260,000.
In total, in 2017 the number of passengers who are Frequent Flyer Club members stood at
about 28% of the total number of passengers, without any change compared to 2016.
For information regarding the accounting treatment applicable to the Club's liabilities, see
Note 12 to the Financial Statements.
The Company has “Unearned Revenue” from advance payments for tickets of flights not
yet operated and points accumulated by Frequent Flyer Club members, as mentioned in
Section 7.6.4 above. It is noted that certain flight tickets sold by the Company are
exercisable by the customer for a two year period. For further information, see Note 12 to
the Financial Statements.
7.8 Competition
7.8.1 General
b. The Company serves as the designated air carrier of the State of Israel to most
destinations from where scheduled flights are operated to and from Ben Gurion
Airport.
For further information about the structure of competition in the operating segment, see
Sections 7.1.10 above and 7.8.3 below.
The following graph provides data on Passenger traffic at Ben Gurion Airport, by type of
airline, in 2015-201714:
14 The information on foreign airlines' operations is based on IAAA data. Airlines are classified at the Company's
discretion. Data on low cost airlines do not include UP flights. Data on charter airlines do not include flights marketed
by Sun d'Or.
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The Company estimates that in 2017, it faced competition on flights to and from Israel with
110 airlines, including the Israeli airlines Arkia and Israir (which operate charter and
scheduled flights to specific destinations), of which about 60 foreign airlines operated
scheduled flights to nearly 90 destinations in 44 countries, and about 50 airlines operated
charter flights (of which about 30 have been operating throughout the year whereas the
other airlines have been operating individual flights). The Company faces further
competition in the field of cargo transport in the belly of passenger aircraft, which is
included in this segment, with airlines engaged in cargo transport in cargo aircraft and in
the belly of passenger aircraft. For further information, see Section 8.7.1 below.
To the best of the Company’s knowledge, its significant competitors in 2017 with respect
to EL Al destinations15, in terms of market share, within the segment of transport by
passenger aircraft, were: United Airlines (U.S.), Delta (U.S.), Air Canada (Canada),
Lufthansa (Germany), British Airways (Britain), Alitalia (Italy), Air France – KLM
(France and the Netherlands), Swiss (Switzerland), Ukraine Air International (Ukraine),
Aeroflot (Russia), Turkish Airlines (Turkey), Pegasus (Turkey), Aegean Airlines (Greece),
EasyJet (England), WizzAir (Hungary), Transavia (Netherlands), Ryanair (Ireland),
Hainan (China) and Cathay Pacific (Hong Kong). It should be clarified that some airlines
also operate flights to Israel from destinations other than their destination of origin.
A. Legacy Airlines
Legacy carriers are airlines that operate scheduled flights. In most cases, these
airlines are part of aviation alliances allowing them to offer customers flights to a
wide range of destinations and to benefit from the accumulation of miles/points for
flights of other airlines in the alliance as well.
These companies offer passenger “full service” flights and provide them with a
variety of services before and during the flight, such as: different travel classes
(first/business/economy), transfer flights, admission to airport lounges, frequent flier
programs, food and beverages during flights, etc.
15
The country indicated in parenthesis is the airline's country of origin.
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United Airlines expanded its operations on routes to Israel and in October 2017,
increased the number of weekly flights on route Tel Aviv – San Francisco from 3 to
7 , in addition to flights operated by United Airlines on the Tel Aviv - New York
route. In total, United operated 21 weekly flights on routes to the US compared to
17 weekly flights in 2016, and its passenger traffic increased by approx. 25%..
Aeroflot operated an average of 36 weekly flights on the Tel Aviv - Moscow route
in 2017, compared to an average of 33 weekly flights on this route in 2016. In total,
Aeroflot recorded an increase of approx. 14% in its passenger traffic.
Hainan operated four weekly flights on the Tel Aviv - Beijing route in 2017, and,
as of September 2017, Hainan operates 3 weekly flights on the Tel Aviv - Shanghai
route. In total, Hainan recorded an 110% growth in its passenger traffic.
Cathay Pacific commenced operating 3 weekly flights on the Tel Aviv – Honk Kong
route at the end of March 2017, and during September-October 2017 increased the
number of its weekly flights on this route.
LOT significantly increased its operations on routes to Israel and, in June 2017,
launched flights to 4 new destinations; one weekly flight on each of the Tel-Aviv –
Gdansk and Tel-Aviv – Poznan routes and 2 weekly flights on the Tel-Aviv –
Wroclaw and Tel-Aviv – Lublin routes, and increased the number of weekly flights
on the Tel Aviv – Warsaw route from 7 to 13. In total, LOT recorded a growth of
157% in its passenger traffic.
In 2017, Legacy airlines increased their passenger traffic on routes to and from Israel
by approx. 18%, representing 45% of the total passenger traffic at Ben Gurion
Airport.
The increase in capacity allows for the same airlines that operate an international
hub at their home airport to increase the number of passengers on flights between
Israel and a large number of destinations on indirect flights, while using their
network of routes (“sixth freedom” movement) and that of their partners in global
aviation alliances and code-share agreements.
The continued growth in foreign airlines' operations on routes to and from Israel is
also expected in 2018. For details regarding the expected growth in 2018 in foreign
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scheduled airlines' operations on routes to and from Israel, and the anticipated impact
on the level of competition, see Section (d) below.
Low-cost airlines maintain a low expense structure mainly due to online direct
marketing activities rather than marketing through distribution systems and travel
agents, particular use of secondary airports, and a minimal on-board service profile.
Low cost airlines which generally operate one passenger class, normally offer very
competitive prices.
EasyJet continued to expand its operations on routes to Israel and increased the
number of its flights on each of the Tel Aviv - Amsterdam and Tel Aviv - Milan
routes from 4 to 5. Moreover, in November 2017, EasyJet commenced operating
flights to 2 new destinations: Tal Aviv – Naples (2 weekly flights) and Tel Aviv –
Venice (3 weekly flights). In total, EasyJet operated 48 weekly flights to Israel from
11 different destinations: Luton (11 flights), London Gatwick (3), Manchester (2),
Basel (4), Geneva (5), Milan (5), Berlin (4), Paris (5), Amsterdam (5), Naples (2)
and Venice (3). In total, EasyJet’s passenger traffic increased by approximately 11%.
During the fourth quarter of 2017, the British airline Monarch and the German airline
Air Berlin ceased operations following bankruptcy. In 2017, Monarch operated 6
weekly flights on the Tel Aviv – England route and Air Berlin operated 14 weekly
flights (2 daily flights) on the Tel Aviv – Berlin route.
In total, in 2017, foreign low cost airlines increased their passenger traffic on routes
to and from Israel by 48% and accounted for 17.2% of passenger traffic at Ben
Gurion airport.
It should be noted that in 2017, low cost airlines' share (including UP flights) of the
total traffic at Ben Gurion Airport increased by approx. 21% compared to 18.1% in
2016. In 2018, further increase in expected in foreign low cost airlines' operations
on routes to and from Israel. For details regarding the expected growth in low cost
airlines' operations on routes to and from Israel in 2018, and the anticipated impact
on the level of competition, see Section (d) below.
The Company's assessment of the expected growth in low cost airlines' operations
on routes to and from Israel in 2018 is forward-looking information, as defined in
the Securities Law. Such information relies, inter alia, on the Company's
assessments based on the low cost airlines' current volume of operations and the
level of market competition. These assumptions, in whole or in part, may not
materialize, and may materialize in a materially different manner than expected.
Actual situation may be different than anticipated, inter alia, depending on the
degree of opening the market to further competition, regulatory changes, the way
the Company copes with competition and risk factors described in Section 9.18
below as well as regulatory, security and geopolitical changes
C. Charter Airlines
Charter airlines operate non-scheduled commercial flights. The ticket price for these
flights is generally lower than the ticket price for a scheduled airline's flight to the
same destination. Charter flight tickets are not sold directly by the airline that
operates the flight but rather by vacation and tour companies, often through
arrangements with other airlines.
In total, in 2017, charter traffic to and from Israel (excluding Sun d'Or's flights)
increased by approx. 12% compared to 2016, totaling about 9% of the total traffic at
Ben Gurion Airport. For details, see Section 7.8.2 above.
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Air India is expected to operate 3 weekly flights on the Tel Aviv – Delhi route as of
the end of March 2018.
The Company estimates that such precedent, which serves as a significant advantage
for the foreign airline and prevents an equal and fair opportunity, particularly should
Israel allow other foreign airlines to use shorter routes than those permitted to El Al,
is likely to adversely affect the Company's operations, in the manner and scope that
the Company is currently unable to quantify.
The Company applied to the Israeli Government and other official international
bodies, requesting to ensure reciprocity in granting flight and passage rights, that is,
to allow the Company to fly to India using a shorter route or, alternatively, direct
foreign airlines to use the route currently authorized for Israeli airlines.
Cathay Pacific announced its intention to increase the number of its weekly flights
on the Tel Aviv - Hong Kong route from 4 to 6 as of the end of March 2018.
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Routes to Europe:
Ryanair is expected to operate 2 weekly flights on the Tel Aviv – Burgas route
during the 2018 summer season (April-October 2018).
EasyJet – as of February 2018, EasyJet operates one daily flight from Tel Aviv to
Tegel Airport in Berlin, in addition to 4 weekly flights operated by EasyJet from Tel
Aviv to Schönefeld Airport in Berlin. Moreover, during the 2018 summer season
EasyJet is expected to operate 2 weekly flights on the Tel Aviv – Lyon and Tel Aviv
– Bordeaux (France) routes, as well as 2 weekly flights on the Tel Aviv – Nice route
from June to October 2018.
WizzAir is expected to increase the number of its weekly flights on the Tel Aviv –
Warsaw and Tel Aviv – Sofia routes from 3 weekly flights to one daily flight and,
as of June 2018, WizzAir will operate 4 weekly flights on the Tel Aviv – Vienna
route which, as of November 2018, will increase to one daily flight.
It should be noted that during the second quarter of 2018, WizzAir is expected to
close down its operations in Kosice (Slovakia), Prague (Czech Republic) and Lublin
(Poland), and therefore its flights from these destinations to Tel Aviv will be
cancelled.
The Company’s assessments regarding the impact of implementing the last phase
of the Open Sky Agreement with the EU, the increase in capacity and frequency o
other airlines across all destinations, the impact of updating aviation agreements
and the increase in competition in 2017, are forward-looking information as
defined in the Securities Law. Such information is based, among others, on the
Company’s estimates in light view of the its current volume of activity of the
Company and the competition in the markets, which may not materialize, in whole
or in part, or materialize in substantially different manner. Actual condition may
be different than predicted, inter alia, depending on the degree of opening the
market to further competition, regulatory changes, the manner with which way the
Company deals with competition and the risk factors described in Section 9.18
below, as well as economic, security and geopolitical changes.
The Company operates in several channels to increase its profitability, inter alia:
b. Issuing "Fly Cards" – El Al Branded Credit Card (for details, see Section 7.6.4
above).
c. Changing the model for the Company's flights to Europe (for details, see Section 7.4
above).
d. Adjusting the schedule, to the extent possible, to traffic seasonality and international
events.
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h. Granting benefits to passengers who belong to the Frequent Flyer Club and to
business corporations that are members of the Company's Business Desk.
Positive factors affecting, or liable to affect, the competitive position of the Company
include the following factors: large and diversified flight network; acquisition of new
aircraft; wide deployment of distribution network in Israel and worldwide; existence of an
attractive customer club; strong brand in the local market; high level of safety and security;
flight schedule stability and operational accuracy; adjustment of services to market needs
and a set of cooperation agreements with other airlines.
Negative factors affecting, or liable to affect, the Company's competitive position include
the following factors: geopolitical condition significantly reducing the Company's chances
of operating Sixth Freedom flights (indirect flights via Ben Gurion Airport) vis-à-vis the
increase of Sixth Freedom flights operated by other airlines; reducing regulatory barriers
to operate in the Company's destinations, in particular in light of a liberal aviation policy;
the entry of low-cost airlines; instability in work relations; collaborations between the
foreign airlines in the framework of global aviation alliances (SKY, One World, STAR),
regulatory changes and legislation restrictions and constraints applicable to the area of
operations; excessive production capacity of competitors; the Company's reliance on
distribution through agents vis-à-vis the increased trend of direct online marketing; the fact
that the Company does not operate passenger flights on Sabbaths and holidays; possible
deterioration of the economic, security and political situation in Israel.
7.9 Seasonality
The Company's activity is seasonal and focuses on peak periods. High traffic of Israeli
passengers abroad is mainly in summer and during the Jewish Holidays, and there is high
traffic of tourists to Israel in particular in the summer and towards Jewish or Christian
holidays, or during vacations in the countries of origin. The Company's peak activity is in
the third quarter of the year. In the third quarter of 2017, the Company's revenue from
passenger aircraft stood at approx. 29.5%, compared to 31.3% in the third quarter of 2016.
The following table presents data on the breakdown of the Company's revenues from
passenger aircraft by quarter:16
16
The dates of Jewish holidays according to the Gregorian calendar changes from year to year, which may have a
comparative effect on the corresponding quarterly activity from year to year.
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In 2017:
In 2016:
Output indicators acceptable in the aviation industry with respect to passenger aircraft are
Load Factor (LF) 17 and ASK18. At the peak of demand (August), the Company's production
capacity is close to the full output potential. In August 2017, the Company's ASK was
2,612 and its LF was 88.1% (excluding flights marketed by Sun d'Or).
The following graph shows the monthly average of the Company's ASK and LF (excluding
flights marketed by Sun d'Or) over the past three years:
The Company does not operate scheduled passenger flights on Saturdays and Jewish
holidays, and therefore does not fully utilize its production capacity. Pursuant to an
agreement reached in January 2007 by representatives of the Rabbinical Committee for the
Sabbath and the Company representatives, the Company will continue to maintain the
17
Passenger aircraft load factor.
18 Available seat per kilometer: the number of seats offered to sale multiplied by distance flown.
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status quo under which it does not operate passenger flights on Saturdays and Jewish
holidays. In light of the need for occasional flights on the Sabbath, it was agreed that prior
to such flights, the Company would contact the Chief Rabbi or the Company's President
and Chief Executive Officer to hear the position of Jewish law.
As of a date shortly prior to the approval of the Report, the Company used 44 passenger
aircraft, of which 27 are owned by the Company and 17 are leased by it, as follows:
Aircraft
Total
Average Average ordered and
Model Ownership19 Lease existing
seats age not yet
fleet
received
747-400 403 22.4 4 - 4 -
777-200ER 279 14.8 6 - 6 -
767-300ER 215 22.4 2 5 7 -
737-900ER 172 3.2 8 - 8 -
737-800 165 14 6 9 15 -
8 (3 owned, 5
787-9 282 0.3 1 3 4
leased)
5 (3 owned, 2
787-8 249 - - - -
leased)
Total 217 3.13 27 17 44 13*
* It should be emphasized that, as of a date shortly prior to the approval of the Report, the Company
entered into agreements to purchase and lease 17 aircraft; however, the Company does not intend
to acquire more than 16 aircraft. For further information, see Section 9.12 below.
In 2017 and during the first quarter of 2018, the Company received 4 Boeing 787-9
Dreamliner aircraft, accounting for the first four of the Dreamliners acquired/leased by
the Company under the wide-body aircraft acquisition transaction ("Acquisition
Transaction"). Of the four Dreamliners, one was purchased by the Company and three
were leased by it by means of a wet lease.
It should be noted that in the course of the Acquisition Transaction and removal of the
Company's Boeing 747-500 and 767-300 aircraft from service, two Boeing 747-400 were
removed from service in June and December 2017. It shall be noted that some of these
aircraft engines and other spare parts were disassembled and are currently used by the
Company for its daily operations. Four other Pratt & Whitney engines previously installed
on the Boeing 474-400 aircraft were sold to foreign airlines in October and December
2017. Some of these engines were delivered in 2017 and others will be delivered in 2018.
For information on the Acquisition Transaction, see Section 9.12 below and Note 9 to the
Financial Statements.
19
It should be noted that some of the Company's aircraft were purchased with loans taken by special purpose companies
(SPC) established as part of the financing transactions and therefore, the legal framework provides that the aircraft
are owned by EPCs which lease them to the Company for the financing periods. At the end of the lease period, the
aircraft is transferred to the Company (for a symbolic payment or without additional payment) .
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Dry Lease
For information regarding acquisition and "dry lease" agreements (Sale & Lease Back)
signed by the Company as part of the Acquisition Transaction, see Section 9.12 below and
Note 9 to the Financial Statements.
In January 2017, the Company and a foreign airlines entered into an agreement extending
a lease agreement of a Boeing 767-300 passenger aircraft for another 36-month period,
commencing December 2017.
Wet Lease
In 2017 and until a date shortly prior to the approval of the Report, the Company entered,
from time to time, into "wet lease" agreements with foreign airlines (the lease of aircraft
with crew), for itself and its subsidiary, Sun d'Or, as provided below:
From March to November 2017, the Company leased between 1 to 3 Airbus A320
aircraft for Sun d'Or from a foreign airline.
From May to October 2017, the Company leased between 1 to 2 Boeing 575-200
aircraft for Sun d'Or from a foreign airline.
From June to October 2017, the Company leased a Boeing 747-400 aircraft from a
foreign airline.
During part of April 2017, the Company leased an Airbus A330 aircraft from a foreign
airline.
In addition, the Company leased aircraft by means of a “wet lease” (the lease of an aircraft
and crew) from the Israeli airlines Israir and Arkia for the purpose of operating ad hoc
flights.
It shall be noted that the Company and a foreign airline entered into a "wet lease" agreement
for the lease of 2 Bowing 737-800 aircraft for Sun d'Or, for the period commenting at the
end of February 2018 and ending at the end of November 2018.
Four types of competitors operate in the market of cargo aviation transportation: companies
carrying cargo only on cargo aircraft; companies carrying cargo only in the belly of
passenger aircraft; companies, like El Al, that carry cargo both by cargo aircraft and in the
belly of passenger aircraft, as well as courier companies which, in addition to their courier
services, carry other cargo on their aircraft.
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In the last few years, a steady increase is seen in the volume of passenger aircraft on
international routes worldwide, which increases competition.
It should be noted that in 2017, online shopping trend accelerated, thus contributing to the
growth in cargo transport operations of foreign carriers in Israel and worldwide.
The Company estimates its share of cargo transport in the years 2017, 2016, and 2015 to
be approx. 30%, 32.1%, and 33.6%, respectively, out of all cargo transported by air to and
from Israel (including cargo carried in passenger aircraft belly; excluding Sixth Freedom
and including mail operations).
Regulatory restrictions applicable to cargo transport by cargo aircraft are similar to those
applicable to passenger transport by passenger aircraft.
Regulatory arrangements have also been made in the cargo segment, with respect to many
operational aspects, such as: permitted flight capacity, air carrier liability for damages,
standards of flight safety, security and noise. For details, see Section 9.11 below. However,
the policy of aviation authorities around the world regarding the provision of permits in
connection with cargo aircraft tends to be more lenient than in the segment of passenger
aircraft. This particularly impacts the ability to carry out flights on cargo aircraft in “fifth
freedom” as well.
8.1.3 Changes in the Volume of Activity within the Segment and in its Profitability
The following table describes the development in the volume of cargo and mail air
transport (international only) in 2015-2017, based on data provided by IATA:
Year Output
RTK (in millions) Annual change in RTK (%)
2017 No data published yet No data published yet
2016 193,400 4.8
2015 184,927 3.2
The following table provides data on cargo traffic entering and exiting Ben Gurion
Airport in the last five years (data include cargo carried by cargo aircraft and in
passenger aircraft belly)20:
20
Date source: IAA, including the Company’s postal activity.
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In addition to CAL Cargo Airlines Ltd. ("CAL"), the Israeli cargo airline, cargo
capacity of foreign airlines included cargo capacity of passenger flights and cargo
flights operated by 9 airlines: FedEx (USA), NMG and Turkish Airlines (Turkey),
EAT and ASL (Belgium), Korean Air (Korea), Lufthansa (Germany), Cargologicair
(England) and Silk Way (Azerbaijan). Additionally, non-scheduled cargo flights
were operated through foreign airlines, on an ad hoc basis.
About 52% of the total cargo traffic at Ben Gurion Airport was carried on cargo
aircraft whereas the remaining traffic (48%) was carried in passenger aircraft belly
(mainly wide-body aircraft). These data include 3.8 thousand ton cargo carried by
the Company via Ben Gurion Airport under Sixth Freedom 21 in 2017, 2.4 thousand
tons in 2016, and 0.5 thousand tons in 2015.
The Israeli market within the segment of cargo transport by cargo aircraft is characterized
by high seasonal fluctuation, due to the relatively high weight of agricultural export
(substantially carried out in wintertime) out of total export. For details about the
Company's customers in the segment of transportation by cargo aircraft, see Section 8.5
below.
8.1.5 Technological Changes that may have a Material Impact on the Operating Segment
In 2017, no technological changes were made that have a material impact on the operating
segment.
8.1.6 Critical Success Factors in the Operating Segment and the Changes Therein
In the segment of cargo transport by cargo aircraft, several factors having impact on the
competitive status in the segment can be counted: the ability to offer cargo transport to
popular destinations at competitive prices; independent development of route network,
including the option to operate Fifth Freedom and Sixth Freedom flights as activity
supporting cargo transport to and from Israel; cooperation with other airlines; cargo
transport at the required frequency and quality, while meeting schedules; risk
management and hedging.
21
Data include cargo transported on cargo planes as well as cargo transported on passenger planes.
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The main raw material used by airlines is jet fuel, which is one of the main expenditure
components of an airline. For further information regarding fuel, see Section 9.5.1 below.
In addition, the Company is dependent on Boeing and Rolls-Royce, as elaborated in Section
7.1.7 above.
8.1.8 Key Entry and Exit Barriers in the Operating Segment, and the Changes therein
Regulatory entry barriers (the need to obtain permissions for flight frequency, capacity,
etc.) with respect to scheduled cargo aircraft flights are essentially similar to the regulatory
entry barriers with respect to scheduled passenger aircraft flights, as set forth in Section
7.1.8 above.
Another entry barrier in this segment is the relatively large initial investment required for
establishing and operating an airline company, including aircraft acquisition and leasing.
The Company estimates that in the segment of cargo flights, some of the countries have a
more liberal policy on giving permissions. Therefore, the Company estimates that in the
segment of cargo flights, this entry barrier may be less significant in some countries.
8.1.9 Substitutes for services in the operating segment and the changes therein
The main substitute for air transport by cargo aircraft is cargo transport in the belly of
passenger aircraft, marine transport, or a combination of marine transport to a nearby
destination port, from where the cargo is conveyed by means of land transport. In 2017, no
material changes have occurred with respect to the substitutes for transportation by cargo
aircraft. It shall be noted that marine transportation constitutes a significant substitutes for
air cargo transportation.
8.1.10 Structure of competition in the operating segment and the changes therein
In the last few years, a change has occurred in the structure of the segment in the Israeli
market due to increase in supply to customers following the entry of other airlines operating
designated cargo aircraft. Furthermore, the expansion of scheduled flights to and from
Israel on passenger aircraft capable of carrying cargo in their bellies, is liable to increase
competition in the field of cargo operations. Nevertheless, part of the growth in passenger
aircraft arises from the operations of low-cost airlines operating flights from destinations
in Europe to Israel on narrow-body aircraft which in most cases do not carry cargo. For
further details, see Section 8.7 below.
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In this segment, the Company offers cargo transport services by a cargo aircraft from Israel
to overseas destinations and from overseas destinations to Israel; cargo transport within
“fifth freedom” from one foreign country to another foreign company, for example – from
Liege to New York; and cargo transport under Sixth Freedom (indirect flights via interim
destinations in the airline's parent country), for example – from Asia to Europe or the U.S.
with a stopover in Israel. The Company distinguishes between three major destination
groups: (1) North America; (2) Europe; (3) the Far East and Central Asia.
During the Reporting Year, the Company offered, in this segment, cargo transport services
to one destination in Europe on scheduled flights, three destinations in Europe on charter
flights, one destination in North America on scheduled flights and one destination in the
Far East on charter flights. On top of that, the Company offers cargo transport services to
many other destinations on the Company's passenger aircraft or through cooperation with
other airlines as well as by means of marine transportation from the airport.
Cargo Traffic on the Company’s Cargo Aircraft by Region (tons) for the year ended
December 31:
These data do not include air cargo carried by the Company other than via Ben Gurion
Airport under Fifth Freedom and air cargo carried by the Company via Ben Gurion Airport
under Sixth Freedom. In the years 2017, 2016, and 2015, the Company carried Fifth
Freedom cargo on cargo aircraft totaling 5 thousand tons, 4 thousand tons and 5 thousand
tons, respectively. In 2015-2017 the Company carried an insignificant volume of Sixth
Freedom cargo on cargo aircraft. The major target markets for cargo transport services are
importers, industrial factories and the agricultural sector. For purposes of cargo distribution
from the Company's cargo hubs, the Company operates a truck transportation system in
Europe, through subcontractors.
In October 2017, the Company and AVIANCA, a foreign airline, entered into an agreement
for the provision of terminal and cargo transportation services at the Miami Station for
three years commencing November 2017.
Pursuant to a Framework Agreement entered into by the Company and Maman - Cargo
Handling and Terminals Ltd. (“Maman”) in February 2010, as extended from time to time
( “Framework Agreement”), Maman provides the Company with terminal services which
include, inter alia, cargo handling, transport and storage. For information regarding the
Framework Agreement, see Section 9.7.2 below and Note 23 to the Financial Statements.
In 2017, the Company’s revenue from the operating segment increased by approx. 0.4%
compared to 2016, with cargo traffic at Ben Gurion Airport in 2017 increasing by approx.
7.7% in 2017 compared to 2016. For data on the distribution of the Company’s revenue
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The Company examines, from time to time, the possibility of operating flights to new
destinations and increasing the frequency of flights to existing destinations, according to
market demands.
Most of the Company's sales in the cargo transport sector are carried out to cargo agents
(approx. 94.5% in 2017). The remaining sales are made directly to the end customers that
are not cargo agents.
In the segment of cargo transport by aircraft carrying cargo, the Company does not have
customers yielding revenues in excess of 10% of the Company's total revenues.
In addition, the Israeli cargo consolidation company ("ACI"), whose shares are owned in
part by the Company, is engaged in consolidation of air cargo at Ben Gurion Airport and
transfer thereof abroad, mainly through the Company. Like other companies operating in
this segment, ACI consolidates cargo of individual dispatchers into one shipment, and in
its capacity of dispatcher, it sends it for delivery to the Company.
Generally, cargo is transported by cargo aircraft shortly after processing a service order.
Therefore, in 2017, the Company did not have any significant backlog.
8.7 Competition
In the operating segment in Israel, the Company competes with foreign airlines
operating cargo aircraft as well as with CAL. As of the Report Date, CAL operates
flights to various destinations in the U.S. and Europe. The Company further
competes with most scheduled airlines operating passenger aircraft and carrying
cargo in their belly. In 2017, the Company's share of cargo carried in passenger
aircraft belly stood at 37.6% compared to 23.2% of cargo carried by cargo aircraft.
b. In 2017, the Company competed over cargo aircraft transport to and from Israel with
9 foreign airlines (in addition to CAL) operating cargo aircraft flights to and from
Israel, as provided above.
To the best knowledge of the Company, its significant competitor in terms of market share
in the segment of transportation by cargo aircraft is CAL.
The Company operates in several channels to increase its profitability, among others, by
the following means:
a. Adjusting the schedule, to the extent possible, to traffic seasonality and maintaining
stability of the schedule.
c. Competitive bidding.
Positive factors affecting, or liable to affect, the Company's competitive position include
the following: the operation of a dedicated 747-400 Boeing cargo aircraft; a strong brand
in the local market; high level of service; high level of security and safety; a wide range of
direct flight destinations; schedule stability and operational accuracy.
Negative factors affecting, or liable to affect, the Company's competitive position include
the following: the grant of Israeli permits to other competitors or permits to fly to more
destinations. Regulatory changes limiting the possibility for entering into cooperation
agreements with other airlines or preventing the exercise of traffic rights; the entry of new
foreign competitors; instability in work relations; increasing flight capacity of foreign
airlines (including under Sixth and Fifth Freedom); security restrictions and requirements;
deterioration of the economic, security and political situation in Israel.
8.8 Seasonality
This segment is characterized by a seasonal fluctuation due to the relatively high weight of
agricultural export out of total export using cargo aircraft.
The following table breaks down the Company's revenues from the cargo aircraft, by
quarters:
In 2017:
Quarter Annual
(in USD million) (in USD
million)
Year January- April- July- October- January-
March June September December December
2017 14.2 15.1 15.7 19.5 64.5
% of the 22.0% 23.4% 24.4% 30.2% 100%
operating segment
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In 2016:
Quarter Annual
(in USD million) (in USD
million)
Year January- April- July- October- January-
March June September December December
2016 19.8 15.1 14.3 15 64.2
% of the operating 30.8% 23.5% 22.3% 23.4% 100%
segment
Output indicators acceptable in air cargo transportation by cargo aircraft are capacity rate
(LF) and Available Ton Kilometer (“ATK"). It should be stressed that the capacity rate
indicator is calculated only according to cargo weight, regardless of cargo volume.
Below is a graph showing the Company's average LF and ATK per quarter in 2017:
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The Company leases a Boeing 747-400F cargo aircraft (hereinafter: “Cargo Aircraft”)
from a foreign company for the period ending July 2019.
In addition, the Company entered into Cargo Aircraft "wet lease" agreements (lease of
aircraft with crew) with foreign airlines, as follows: in the first half of 2017; in some months
from December 2017 to January 2018 as well as in February and March 2018.
The Company’s main raw material is jet fuel. For further information, see Section 9.5.1
below. In the segment of cargo aircraft, the Company uses, in its various stations around
the world, suppliers engaged in unloading and loading aircraft, storing cargo in warehouses,
supplying airborne equipment and consumables for current use as well as in cargo land
transport from the customer to the airport and vice versa. The rate of expenditure for
entering into agreements with such suppliers in 2017 was approximately 17% of the
segment's expenses. In 2017, the Company had no dependence on a single supplier.
9.1.1
The Company owns office and commercial spaces with an area of 1,560 sq.m in the
El AL building located at 32 Ben Yehuda Street, Tel Aviv (the “El Al Building”),
which was used until May 2013 as the offices of the Company’s Israel branch and
as of February 2013 are leased to others for a period of five years, plus two option
periods.
The Company also owns offices in Spain (Madrid) and Argentina (Buenos Aires)
with a total area of 269 sq.m.
Main Office
Ben Gurion Airport (BGA) serves as the Company's base airport and its principal
operations base. The Company's head office is located at BGA and so are its aircraft
hangers, aircraft parking spaces, workshops, warehouses and the other offices of the
Company and its facilities. Most offices, aircraft hangers and the rest of the buildings
used at BGA were built by the Company on a land regarding which the Company is
a long-term Authorisee.
By virtue of an agreement entered into with Israel Airport Authority (“IAA”) in June
1992, as amended in 1995 and 2004 ("Main Agreement") and extended in July 2017
("Extension Agreement"), the Company was granted a right to use (authorization)
built area of approx. 82,000 sq.m on land of approx. 288 dunam at Ben Gurion
Airport ("El Al Campus"). Pursuant to the Extension Agreement, the Company's
right to use El Al Campus was extended for a period of 25 years commencing
January 1, 2011 and ending December 31, 2035 ("Term of Engagement"). In
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consideration for and during the Term of Engagement, the Company pays the IAA
annual user fees (based on a multi-year average) totaling approx. USD 7.1 million
(undiscounted) [approx. NIS 180 million (undiscounted)] for the entire Term of
Engagement ("User Fees"). It should be clarified that for the period from January 1,
2011 until the date of execution of the Extension Agreement, the Company paid the
IAA User Fees on a regular basis. User Fees include payment for the use of land,
buildings and facilities. As part of the Extension Agreement, User Fees for buildings
and facilities were updated in relation to the fee prescribed in the Main Agreement,
thus, as of January 1, 2025, the Company shall pay the IAA a 25% addition to the
User Fees paid only for the use of buildings and facilities, totaling approx.. USD 11
million for the entire Term of Engagement, in relation to the total User Fees
prescribed in the Main Agreement. Said User Fees do not include investments made
by the Company during the Term of Engagement as part of expenses associated with
maintenance and renovation of buildings and facilities located within El Al Campus.
Pursuant to the Main Agreement, the IAA has the right to demand that the Company
vacates some of the area and/or buildings required to it for BGA's operation, safety,
development or security, subject to the terms and conditions of the Main Agreement.
It should be further noted that under the Main Agreement, the Company has no
option to unilaterally terminate the Engagement.
In 2017, User Fees paid for the land and buildings amounted to approx. USD 5.6
million.
Under the agreement with the IAA, the Company was granted a right to use
(authorization) built area of about 2,600 sq.m in addition to approx. 1,750 sq.m of
operational space. The Company pays the IAA annual authorization fees in the
amount of NIS 3.1 million. The term of the agreement was extended until December
31, 2019, while the Company has the right to terminate the Agreement with 180 prior
notice.
Terminal 1
Under the Agreement with the IAA, the Company has the right to use (authorization)
offices in a total scope of 47 sq.m in Terminal 1. The Company pays the IAA annual
authorization fees of USD 25,000. The agreements are for various periods.
Terminal 3
The Company and the IAA entered into an agreement granting authorization to
maintain about 4,000 sq. m. operational areas in Terminal 3. The agreement is in
effect until November 1, 2014 and negotiations for its extension are well underway.
The Company pays the IAA annual user fees totaling NIS 7.8 million for these areas.
It is noted that as of the Report Date, the parties adhere to the said agreement.
Furthermore, in September 2017, the Company and the IAA entered into an
agreement granting authorization to operate the King David Lounge (hereinafter:
"Agreement" and "Lounge", respectively), under which the Company's right to
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operate the Lounge retrospectively was extended from January 1, 2015 to November
30, 2024 ("Term of the Agreement").
Pursuant to the Agreement, the Company pays the IAA annual user fees totaling
about NIS 21 million, plus index linkage, and a fee for service areas and services
rendered by the IAA to the Company.
The Agreement further provides that the IAA may add to or subtract from the area
of Lounge and direct the Company to suspend the Lounge services under security or
safety circumstances, and the authorization fees will be updated accordingly. The
IAA may also subtract up to 250 square meters of the Lounge, in coordination with
the Company and subject to 270-day prior notice, but without reducing the
authorization fees prescribed in the Agreement. It should be noted that the Company
may not terminate the Agreement during the Term of the Agreement, but may cancel
the Agreement by giving prior notice to the Company, due to the IAA essential needs
or in case of suspension of operations, as provided for above.
The Company’s Offices for its Cargo Activity within the Cargo Transport Segment
Pursuant to the framework agreement signed between the Company and Maman -
Cargo Terminals and Handling Ltd. (hereinafter: "Framework Agreement" and
“Maman”, respectively), Maman provides the Company with terminal and loading
and unloading services (for information on the Framework Agreement signed with
Maman, see Section 8.2 above) and the Company has a right to use (authorization)
offices of a total area of 445 sq.m. in the Maman building. The rent for these offices
is paid as part of a settlement of accounts between the parties, as provided for in the
Framework Agreement.
The Company has transferred the “Israel Branch” offices from the El Al Building to
the Part Terminal compound in Or Yehuda and the sales shop was transferred to 27
Rothschild Blvd., Tel Aviv.
The Company leases offices from various lessors for the El Al branches around
Israel. The offices have a total area of about 1,500 sq.m (excluding parking spaces).
The total annual cost of these leases is NIS 2.1 million. The agreements are for
various terms.
The annual cost for the lease of areas in Israel is USD 9.1 million for constructed
area of 88,000 sq.m (of which 82,000 sq.m are dedicated to the main office).
The table below provides information on worldwide real estate assets leased by the
Group (excluding security areas) as of December 31, 2017:
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The Company keeps accessories, spare parts and engines in its warehouses, at a reduced
cost of approximately USD 216 million as of December 31, 2017. For further details on
fixed assets, see Note 9 to the Financial Statements.
In March 2017, the Company launched AMOS, the main statistical software system used
for the Company's aircraft maintenance, which compiles the information, planning, control,
operation and monitoring of the aircraft maintenance activity in Israel and some of the
Company’s stations overseas. The AMOS implementation has led, inter alia, to the
following improvements: enhanced systems' and accessories' reliability monitoring,
improved planning of maintenance works, enhanced logistics management, and better
quality and availability of operational and administrative information.
9.2 Insurance
The insurance coverage of the Company substantially refers to two aspects: insurance of
the Company's property of all kinds and legal liability insurance, including body injury and
property damage.
The Company's Airline Liability Insurance, including insurance coverage for third party
damages caused by acts of terror and wars, is limited to a cap of USD 2 billion per
occurrence. The Company estimates that the coverage amounts specified above are
sufficient for providing appropriate insurance coverage for its operations.
Both hull insurance for aircraft owned by or serving the Company is an "all risk" insurance
known as Hull All Risk Insurance, which covers any loss or damage incurred by aircraft
that the Company agreed to be responsible to insure. The insurance is based on an "agreed
value" of each aircraft and includes self-coverage levels acceptable in the aviation industry.
Aircraft hull insurance against war and similar risks covers, inter alia, acts of war,
hostilities, civil war, strikes, riots, malicious damage, abduction and boycott.
In addition, the Company is covered with various insurances, which, as estimated by the
Company, are sufficient for providing appropriate insurance coverage for the principal
risks to which the Company and its employees are exposed. Such insurances include
insurance policies covering employers' liability, buildings insurance against fire,
earthquakes and so forth, health and personal accident insurance, cyber insurance and more.
The insurance policies are renewed annually.
For details of joint insurance agreements entered into with the Controlling Shareholder –
Knafaim (officers Professional liability Insurance), see Note 23 to the Financial Statements.
The Company's overall cost in 2017 in respect of the insurance premiums set out above
was approximately USD 8 million.
The Company holds the title to the "El Al" trademark in Israel. This trademark is the anchor
brand of the Company, both in its name and designed logo as well as in the trademarks “Fly
Card,” "El Al Economy Plus" and "Economy Class Plus” and “UP.” Trademark registration
in Israel is valid for limited periods prescribed by law, and is renewable at the end of each
period. Additionally, the Company is the holder of the title to the "El Al" trademark (name
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and designed logo) in the United States and in other countries around the globe. The
Company estimates that the "El Al" trademark has an economic life span of many years, in
view of its being part of the Company's name, the many years of using this trademark and
its dominant market status.
Various domains are registered with the Company’s trademarks online, in Israel and
abroad, with varying terms based on the registration rules in the various countries, with
options to extend.
The ongoing management of the Company is in the hands of the President and Chief
Executive Officer, who, for the purpose of fulfilling his role, is assisted by the management
team at the Company's headquarters, and it consists of the VP Finance, VP Maintenance
and Engineering, VP Commercial & Industry Affairs, VP Human Resources and
Administration, VP Customers and Service, VP Operations, VP Digital & IT, Legal
Counsel and the Company's Auditor.
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On December 31, 2017, 6,219 workers were employed by the Company, of whom 3,648
are permanent employees and 2,571 are temporary employees 22. The following table sets
out the numbers of permanent and temporary employees as of December 31, 2017 and
December 31, 2016:
The following table shows the distribution of permanent and temporary employees of the
Company in Israel and abroad according to areas of activity as of December 31, 2017 and
December 31, 2016:
Senior employees 46 44
Cargo 81 104
Sales and marketing 350 374
Pilots 573 545
Flight attendants 1,323 1,235
Land operations, security, 1,519 1,443
control, operations and
service
Maintenance, renovation, 1,436 1,447
engineering and inspection
Auxiliary services 891 810
Total employees 6,219 6,002
22 Distribution of temporary workers by occupation: flight attendants (956), land and service operations (764),
maintenance and engineering (427), marketing, sales and cargo (168), overseas (104), others (152) in various roles.
23
Including permanent employees in first and second generation (succeeding generation).
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In 2017, the Company invested about USD 16.5 million in qualification and employee
training.24
In March 2018 the Company entered into a Pilot Training Cooperation Agreement with a
flight school operating in the U.S. ("Flight Academy"). Pursuant to the agreement, the
Company shall be entitled to a payment from the Flight Academy for directing flight
students to training programs. It is noted that the theoretical and practical training will be
provided by the Flight Academy, with the Company being involved in the training process.
In addition to labor legislation and extension orders, the terms of employment of the
Company's employees working in Israel, excluding senior employees and other workers
employed under personal agreements, are regulated by special collective agreements
executed from time to time between the Company and the New Histadrut Labor Federation
(above and below: the "Histadrut") as well as procedures published from time to time by
the management.
9.4.5.1 The following is a concise description of the main collective agreements applicable to the
Company and its employees:
All permanent employees of the Company in Israel, including aircrews, are subject
to a special collective agreements. The agreement does not apply to senior employees
(senior officers and others) who have personal employment agreements, nor does it
apply to temporary employees who have their own special collective agreement.
The agreement governs all the terms of employment of the permanent employees
and determines, inter alia, work procedures, basic rights and obligations,
productivity incentives, appointments and placement of workers abroad, internal
tenders, insurance, pension arrangements, dismissal procedures, handling of
disciplinary violations, rights to free or discounted airline tickets and a dispute
resolution mechanism.
The agreement forbids strikes and job actions, unless the strikes are announced by
the Histadrut subject to the Settlement of Labor Disputes Law, 5717-1957 and the
Histadrut's Constitution, including a secret vote of all the workers.
24 This cost includes direct training budget, simulator training fees including related expenses, as well as employee
salaries during training days.
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Pursuant to the agreement, all the permanent employees of the Company are rated
by a factory workers' salary rating which have no connection to the national ratings.
There are several ratings: a rating for ground workers, a rating for "senior" aircrew
personnel and a separate rating for "new" aircrew personnel with lower salaries, a
rating for "senior" flight attendant personnel and a separate rating for "new" flight
attendant personnel with lower salaries.
On June 22, 2015, the Company and the New Histadrut Labor Federation, the
Professional Union Division - Transport Workers Union, and the workers'
representatives of all El Al employees, entered into a special collective agreement
which constitutes an interim agreement ("Interim Agreement"), under which the
parties reached further understandings related to labor relations within the Company.
The Interim Agreement was approved by the Board of Directors of the Company on
June 24, 2015.
From the date of execution of the Interim Agreement until October 31, 2015,
negotiations were conducted between the parties with respect to the professional
sectors of the Company, with the aim to execute a new special collective agreement
for the years 2015-2018 (the "2015 Agreement"); however, due to the fact that no
further agreements were reached, on November 1, 2015, the Interim Agreement
became, and was defined as, the 2015 Interim Agreement, effective until December
31, 2018 ("Term of the 2015 Agreement"). It should be noted that with respect to
the Pilot Sector, by August 31, 2015 the parties have not reached any agreement,
thus arbitration proceedings were conducted, chaired by Judge (Retired) Steve Adler,
who delivered his decision as regards a number of issues raised before him, which
concern the Pilot Sector.
a. Salary increase of 3%, starting from September 2015, to all employees governed
by the said agreement, of which a salary increase of 2% applies retroactively for
a period commencing January 1, 2015 and ending on the aforesaid date.
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The Agreement was signed on May 20, 2004 and applies to employees whose
employment commenced on or after January 1, 1999, excluding air crew employees,
technical employees and employees engaged in aviation and engineering related
fields. The agreement establishes the terms of employment of succeeding generation
employees and provides for changes in the terms of employment of succeeding
generation employees compared to those of First Generation employees, with respect
to a number of issues.
The agreement was executed on May 20, 2004 and applies to employees who began
their employment prior to January 1, 1999, and is intended to impose on them
different conditions than those provided for in the Generation A Employee
Agreement and the Continuing Generation Employees. The agreement was extended
in the framework of the 2015 Agreement and is valid until August 31, 2018.
The agreement was executed on May 20, 2004 and applies to flight attendants who
began their employment prior to September 1, 1996, and flight attendants who began
their employment between January 1, 1996 and December 31, 1997, and is intended
to impose on them different conditions than those provided for in the Generation A
Employee Agreement and the Continuing Generation Employees. The agreement
was extended in the framework of the 2015 Agreement and is valid until August 31,
2018.
In July 2016, an agreement was signed with the Employee Union regarding flight
attendants, incorporating various provisions regarding the terms of employment of
flight attendants, including provisions for shortening the stay of flight attendants
overseas during certain periods and various provisions applicable to flight service
managers. No termination date was set in the agreement and the parties have the right
to terminate the agreement in accordance with applicable law.
is employed. The agreement provides for all the terms of employment of temporary
employees, including wages, pension contributions, contributions to a
comprehensive pension scheme, sick pay insurance, entitlement to airline tickets,
etc. The validity of the agreement was extended in the special collective agreement
from November 2, 2008 to December 31, 2012. In December 31, 2013 the agreement
was extended for another year and from this date on, the agreement is for an
unlimited period, and each party may notify the cancellation thereof by 60 days'
notice.
The agreement was executed on May 20, 2004 and obligates the Company to
maintain a balance between all employees whose employment is governed under
special collective agreements (First Generation, Middle Generation, Next
Generation), to avoid preferring one sector over the other, and addresses the issue of
future salary increases to different sectors. The agreement determines, inter alia, that
on certain dates, the number of permanent employees working in certain sectors will
not be less than the number prescribed in the agreement. The agreement was
extended under the 2016 Agreement and is valid until August 31, 2018.
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The agreement was signed in July 2016. The terms of employment of the engineers
and architects employed by the Company are regulated in the agreement, including
special provisions regarding salaries and dismissal procedures of the employees to
whom the agreement applies. The agreement further provides that provisions of the
collective agreements of the Company will continue to apply to the engineers
(existing and new) in accordance with the application provisions therein and subject
to the provisions of the agreement. The agreement has not set a date for its
termination and the parties have the right to terminate the agreement in accordance
with the provisions of the law.
The Agreement was executed in August 2017 and serves as a framework for
streamlining processes in the maintenance sector, including shift work. In return for
streamlining this sector, maintenance employees were given a wage increase of 5%
in three phases. Moreover, a signing bonus was paid to temporary maintenance
employees completing three years of service with the Company. The agreement shall
be in effect until August 30, 2018 or until the expiration of the June 2015 agreement,
whichever is later.
9.4.5.2 Description of Agreements and Legal Proceedings relating to the Company's Pilots:
In accordance with the decision of the International Civil Aviation Organization (“ICAO”),
on November 13, 2014, a decision by the organization came into force regarding the
amendment of the Chicago Convention, following which pilots who are older than 65 may
no longer fly commercial flights. Following ICAO’s decision, the Civil Aviation Authority
decided on August 13, 2014 that Israel would be subject to the new international standard
as of the date on which it comes into force, and that as of the date on which ICAO’s decision
comes into force, all of the personal exemptions provided thereby to the Company’s pilots
would be cancelled (which had allowed them to fly despite the provisions of the Pilot
Regulations, over the age of 65 as secondary pilots), and that the Director of the Civil
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Aviation Authority would not provide an exemption from the provisions of the Pilot
Regulations for pilots who are 65 years old. Following the same decision, the National
Association of Airline Pilots in Israel (the “Pilots Association”) filed a petition to the
Administrative Court of the Central District. On November 13, 2014, the court dismissed
the petition, insofar as it pertains to the decision of the Civil Aviation Authority, whereby
the new international standard binds Israel as well, as of the date on which it enters into
force; however, the court granted the petition regarding the decision of the Civil Aviation
Authority to terminate the personal exemptions provided, and the declaration to refrain
from granting exemptions. Appeals were filed on this decision to the Supreme Court. In
the agreement between the Civil Aviation Authority and the Pilots Association, which was
given the force of a judgment of the Supreme Court on April 1, 2015, the court effectively
approved the position of the Civil Aviation Authority (based on the decision of ICAO) -
whereby pilots should not be permitted to fly after the age of 65.
For information regarding legal proceedings conducted following this Resolution and legal
proceedings pertaining to labor relations with the Company's pilots, see Section 9.4.6.2 of
the Company's 2016 Periodic Report.
On November 10, 2016, the Company’s offices received a letter from the chairman of the
Union of Transport Workers at the Histadrut, whereby the Histadrut had announced the
commencement of a labor dispute process in the Company. The main claims of the
Histadrut in the letter were that during the last year, the Company had outsourced its
activity through wet lease aircraft, while harming employees of the Company in the various
sectors and harming the organized work on the Company. Based on the aforesaid, it was
stated that the Histadrut was acting to declare a labor dispute in the Company and was
calling the Company to hold negotiations with the Histadrut and the Workers’ Union in
connection with the above.
On November 14, 2016, an additional letter was received from the chairman of the
Histadrut’s Transport Workers Association, which expanded the list of matters that must
be addressed according to the Histadrut, within the labor dispute in the Company, if
declared, related to employees of the Company in the various sectors (the “Histadrut
Notice”).
At the end of the extended negotiations, the Company reached an understanding with the
Workers’ Union regarding the matters related to the pilots sector of the Company, and on
December 4, 2016, an efficiency agreement was signed, which constitutes an addendum to
the collective agreement between the Company and the Histadrut regarding understandings
with the pilots sector (the “2016 Pilots’ Agreement”), which was approved by the
Company’s board of directors. The 2016 Pilots’ Agreement includes the following major
agreements:
planes under a wet lease from other airlines operated at the time; the Company will pay all
pilots a salary increase of 8.75%, subject to a partial reduction mechanism of 2.4% of this
increment in the event of non-compliance with the undertakings under the agreement, in
accordance with the decision of the Chairman of the Histadrut. It was further agreed that
the parties will discontinue the legal proceedings held between them in the Regional Labor
Court as described above.
It was further determined that the parties will establish a follow-up committee to monitor
its execution, which will be comprised of the Chairman of the Histadrut and the President
and Chief Executive Officer of the Company, and that will convene once a month or more
(as necessary) in order to resolve issues arising from the implementation of the 2016 Pilots’
Agreement. It was further agreed that the parties would conduct negotiations with the
aviation sector in order to reach agreements regarding efficiency, the fruits of which would
be divided between the Company and pilots regarding a number of additional matters.
It is noted that notwithstanding the undertakings of the pilots in the 2016 Pilots’ Agreement
to uphold the training plan and to execute the planned flight schedule operated by the
Company in an orderly manner and in good faith as described above, the Company
announced in an immediate report dated February 5, 2017 (Reference No.: 2017-01-
012621) that the pilots had again disrupted the training programs and the flights, which had
forced the Company to cancel a number of flights. The Company reported that the
cancellations arise from the unwillingness of the aircrew to man the flights, which, to the
Company’s understanding, arises from planned disruptions due to discussions that the
Company held with the pilots, under the auspices of the Chairman of the Histadrut,
regarding arranging the position of veteran pilots that were 65 years old and that cannot
serve as active pilots based on the Aviation Regulations.
Following the disruptions that occurred in the flights and the training plans as stated, the
Company filed a new party motion to the Labor Court in which injunctions were requested
against the actions taken in the Company. On February 6, 2017, a temporary order was
given by the Regional Labor Court that ordered the representative of the pilots’ sector to
exercise their authority and organizational supervision in order to cause absolute industrial
quiet and proper work.
On February 14, 2017, the Company petitioned the Regional Labor Court in Tel Aviv with
a motion of a party in a collective dispute for urgent temporary remedies. It is noted that
the motion was filed prior to the entry into force of the resignation notices delivered to the
Company, according to the Company in a collective manner, by a number of pilots who
served in supervisory roles in the Air Operations Division, whereby they requested
termination of their positions as supervisors (the “Supervisors”). The Company announced
in an immediate report dated February 14, 2017 (reference no.: 2017-01-016032) that the
entry to force of the Supervisors’ notices may cause the Company’s flights to cease to
operate, which will cause the Company damages in an amount that the Company is unable
to assess at the time. In light of the above, the Company petitioned the Court with a motion
to declare that the resignation of the Supervisors constitutes an unlawful disruption and to
prevent this action from being taken, which would disrupt the Company’s activity.
On February 15, 2017, a hearing was held on the matter in the Court, following which the
Court gave force to the decision to the parties’ agreement to continue to conduct intensive
negotiations in order to reach an agreement. It was agreed that the pilots who serve in
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supervisory roles in the Air Operations Division of the Company, who announced the
resignation from their supervisory roles in the Company, according to the Company in a
collective manner, would continue to work in an orderly manner in their operational roles,
while their positions regarding the resignation letters would be delivered by February 18,
2017.
On February 16, 2017, the Company announced in an immediate report (Reference No.:
2017-01-016671) that following negotiations held by the Histadrut between the Company’s
management and the pilots' representatives, the parties executed a memorandum of
understandings was addressing the principle matters in dispute.
Under the Veteran Pilots’ Agreement, some of the aforesaid pilots will serve as instructors
and supervisors, while others will conclude their employment at the Company and be
entitled to retirement grants in accordance with the determined amounts in the Agreement.
The term of the Veteran Pilots’ Agreement is for seven years, after which it will be
automatically renewed each year unless either party wishes to terminate it. The Agreement
includes a mechanism for completion within 45 days from the signing date of the
agreements regarding a number of details at the basis of the principles set forth in the
Agreement.
The Veteran Pilots’ Agreement sets forth that the parties will maintain operational quiet on
the matters regulated by the Agreement.
Following the execution of the Veteran Pilots’ Agreement, pilots serving in supervisory
positions in the Company's Air Operations Division, who announced their resignation from
supervisory posts, withdrew the notices of resignation.
For details regarding actuarial implications of the Veteran Pilots’ Agreement, see Note 14
to the Financial Statements.
It should be noted that the Company's management and pilot sector's representatives within
the workers' representatives entered negotiations in August 2017, with the assistance of the
mediator, attorney Amos Gavrieli, inter alia, to discuss adjustments in view of changes in
aviation regulation (in this regard, see Section 9.11.2(a) below) and the streamlining of the
pilot sector, as determined in the 2016 Pilot Agreement.
For further details regarding the pension agreement, directors' insurance agreement,
severance pay deficit and deficit cover as well as details of the Company's obligation for
employee benefits, see Note 14 to the Financial Statements.
In January 2017, the Amendment to the Minimum Wage Law, 5747-1987 ("Law") entered
into effect. Pursuant to the Amendment, as of that date, the minimum wage stood at NIS
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5,000 per full-time month. On December 1, 2017, another amendment to the Law became
effective and, as of on that date, the minimum wage was set at NIS 5,300 (but not less than
47.5% of the average economy wage). For information regarding the impact of the
amendments to the Law on the Company's expenses, see Note 14 to the Financial
Statements.
Under IATA rules, the Company's employees, including retirees, are entitled to receive, for
themselves and for their family members, free staff flight tickets– vacation (free or at
discount), mostly on an available seat basis. This right is anchored in the employment
agreement (and with respect to senior executives (except for directors) – their personal
employment agreements), personal retirement agreements, the Company's procedures and
professional guidelines of Human Resources and Administration Division. The maximum
amount of free or discount flight tickets is limited by the provisions of employment
agreements, personal agreements or retirement agreements and the Company's procedures,
and with respect to directors - in accordance with the Company's Officers Remuneration
Policy, and with respect to the Company's CEO and Chairman of the Board – in accordance
with the approval of Company’s Shareholders Meeting.
Most of the Company's overseas employees, other than Israeli employees positioned
abroad, are employed under collective labor agreements entered into by the Company and
the workers' union in that country, or labor agreements entered into with the workers'
representatives, whereas a small number of these employees are employed under
agreements between the employers' organization (the foreign airlines) and the umbrella
union of airlines' employees, or under other agreements. The terms of employment of the
Company's employees in certain countries are not regulated in a collective agreement, but
rather determined by the Company on terms customary in the aviation industry or the
national airlines of those countries. In some of El Al's overseas stations, employees are
employed under personal agreements or through a contractor.
In some overseas stations, the law or agreement imposes a severance pay obligation
whereas other stations are subject to national or other pension plans obligation. In such
cases, the Company pays contributions to pension funds on a regular basis. For information
regarding the Company's liabilities for pension plans for the Company's employees in the
U.S. and UK, see Note 14 to the Financial Statements.
The Company employs abroad, inter alia, Israeli resident permanent employees who are
sent to fill managerial positions abroad ("Posted Employees"). As of December 31, 2017,
22 employees out of the overall number of the Company's overseas employees (297) were
Posted Employees.
Similarly to State emissaries abroad, the salary of Posted Employees during their stay
abroad ("Overseas Salaries") is different from their Israeli salary, taking into account the
standard of living and taxation abroad, as well as the fact that their salary is subject to
income tax and social tax, both abroad and in Israel. Overseas Salaries, including
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Should the Overseas Salary, or payments exceeding the tax-exempt ceiling, be subject to
tax in Israel, then the Company shall bear the Israeli tax. In addition to the Overseas Salary,
the Company pays the rent of Posted Employees as well as the tuition of their children.
These payments (up to a certain limit) are exempt from tax in Israel, but are subject to tax
under the laws of the various countries. The Israeli salary of a Posted Employee (a salary
determined by rank and status as if he was employed in Israel) serves as the effective salary
for the Company's provisions for compensation, benefits (or pension and managers'
insurance) and training fund, as provided for in the Posting Letter.
In addition to wages and entitlement to plane tickets as set forth in Section 9.4.8 above,
some of the Company's permanent employees receive welfare services and payments,
which include, among other things: subsidized meals, tax gross up, employee medical tests,
contribution to employees' health insurance and dental insurance, and partial participation
in high school education. Some of these benefits are provided to temporary workers as well.
Employees may, under certain terms, obtain all-purpose loan guarantees. These loans are
provided for a period of up to 60 months under terms approved by the Ministry of Finance.
For further information on employee benefits, see Note 14 to the Financial Statements.
Pursuant to a letter dated December 1999 from the Company's President and Chief
Executive Officer to the Chairman of the Professional Union Division of the Histadrut, the
Company shall limit itself for a future lease of up to four airplanes from Israeli airlines, so
that flight hours performed by Israeli airlines for the Company do not exceed 10% of the
Company's overall flight hours (including wet lease flight hours performed by the Israeli
airlines and excluding aircraft leased from foreign airlines), provided they are performed
on specific aircraft models on routes to and from Israel to destinations within a flight range
of up to 2,400 nautical miles. It was further determined that the Company shall continue
to plan the employment of its aircrews which shall not be less than 83 credit hours per
month on an annual average basis, as it used until then, and, in the event of a significant
change in external circumstances that would lead to changing this policy, the Company's
President and Chief Executive Officer shall discuss the matter with the Chairman of the
Professional Union Division of the Histadrut, before reaching a decision on the matter.
Additionally, in July 2001, a letter on the subject of cargo aircraft leasing policy was sent
by the Company's President and Chief Executive Officer to the Chairman of the
Professional Union Division of the Histadrut, stating that, in case of limited availability of
aircrew or aircraft, the Company will be leasing cargo aircraft in accordance with the terms
set out in the said letter.
It should be noted that the Labor Court has recognized the authority of the Company to
make leases in order to provide response to its commercial needs, in consultation with the
workers' representatives, and the position of the workers' representatives' whereby the
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Company should be obligated to negotiate the leases, in and of themselves, has been
rejected.
On October 31, 2016, an amendment to the Civil Aviation Authority's procedure for
“Handling wet lease for the operation of international commercial flights to which an Israeli
air carrier is party” came into effect (the “Procedure Amendment”). The Amendment
addresses a distinction between a short-term wet least of up to 60 days per season, and a
long-term wet lease between two specific operators, of over 60 days per season. In
accordance with the Procedure Amendment, a long-term lease will only be permitted if it
is published that the flights will be operated by a foreign operator prior to marketing the
flight. The Amendment also limits the scope of wet leases from a non-Israeli operator to
50% of the scope of flights per season.
For details regarding "wet leases" executed by the Company during 2017, see Sections 7.11
and 8.10 above.
As of June 1, 2017, Mr. Eli Defes serves as the Chairman of the Board of Directors of the
Company. Mr. Defes replaced Mr. Amikam Cohen, whose employment as Chairman of the
Company's Board of Directors was terminated as of May 31, 2017. It should be noted that
Mr. Cohen continues to serve as a director of the Company.
For details regarding the terms of employment of Mr. Eli Defes as Chairman of the Board
of Directors, see Note 23 to the Financial Statements of the Company and notice of
convening a Shareholders Meeting published by the Company on May 24, 2017 (reference
number: 2017-01-052647).
For information regarding the terms of employment of Mr. Amikam Cohen in its capacity
as Chairman of the Board of Directors (until the end of May 2017), see Note 23 to the
Financial Statements of the Company and notice of convening a Shareholders Meeting
published by the Company on December 30, 2013 (reference number: 2013-01-112759).
Directors
As of the date of publication of the Report, 10 members serve on the Board of Directors of
the Company (including the Chairman of the Board). The Company's Board members are
not employees of the Company.
On October 29, 2017, the Special Meeting of the Company's Shareholders approved the
appointment of Ms. Yael Endorn as an external director of the Company.
On November 19, 2017, Prof. Joshua (Shuki) Shemer terminated his employment as an
external director of the Company, following 9 years of service.
At the Annual Meeting of the Company's Shareholders held on November 19, 2017, the
following resolutions were inter alia adopted: approval of the reappointment of all
incumbent directors (other than external directors): Messrs. Eli Defes, Tamar Mozes
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Borovitz, Yehuda (Yudi) Levy, Amikam Cohen, Pinchas Ginsburg, Shlomo Hanael, Sofia
Kimerling and Ruth Dahan (Portnoy), until the end of the next Annual Meeting.
On February 6, 2018, the Special Meeting of the Company's Shareholders approved the
reappointment of Mr. Eyal Haimovsky as an external director of the Company, for a second
term of service, as of February 18, 2018.
Senior Management
On February 15, 2018, Mr. David Maimon terminated his employment as the Company's
CEO, and as of that date, Mr. Gonen Usishkin serves as the Company's CEO. Since 2004,
Mr. Usishkin has been serving in several positions within the Company, and, as of January
2017, he has been serving as Vice President of Commercial & Industry Affairs.
For details regarding the employment agreement of the Company's CEO, see Note 23 to
the Financial Statements and notice of convening a Shareholders Meeting published by the
Company on January 30, 2018 (reference number: 2018-01-010243).
At the end of April 2017, Ms. Yehudit Grisaro ceased serving as Vice President of
Customer & Service of El Al, and, as of May 1, 2017, Mr. Amir Rogovski has been serving
as Vice President of Customer & Service.
At the end of April 2017, Adv. Omer Shalev ceased serving as General Counsel of El Al,
and, as of May 1, 2017, Mr. Dan Fogelman, Adv. Has been serving as General Counsel of
El AL.
At the end of May 2017, Mr. Hanan Matasaro ceased serving as Vice President of Human
Resources & Administration of El Al, and, as of June 1, 2017, Ms. Yehudit Grisaro has
been serving as Vice President of Customer & Service of El Al.
On February 15, 2018, Mr. Gonen Usishkin ceased serving as the Company's Vice
President of Commercial & Industry Affairs, and, as of that date, Mr. Michael Strassburger
has been serving as Vice President of Commercial & Industry Affairs of EL AL.
On February 15, 2018, Mr. Ofer Tsabary ceased serving as V.P IT Officer of El Al. As part
of the Company's reorganization, it was resolved to consolidate the IT Department with the
Digital Department and thus, as of March 1, 2018, Mr. Shahar Markovitch serves as V.P
Digital & Information Officer of El Al. For details regarding the Company's senior
management, see Article 26A of Chapter D of the Company's 2017 Periodic Report -
"Additional Information on the Corporation."
In addition to the Chief Executive Officer, other senior employees are employed under
personal employment agreements. The salary of senior employees under such agreements
is updated in a manner that the overall salary is linked to the Consumer Price Index and is
adjusted each year in January, less cost of living allowances that have already been paid.
The Company used to approve one month's salary for each year of employment (annual
severance), in addition to severance pay for senior employees, and a provision was recorded
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in the Financial Statements in respect thereof. For details, see Note 14 to the Financial
Statements.
For information regarding the remuneration paid to senior officers with the highest
remuneration among the Company's senior officers, see Article 21 of Chapter D of the
Company's 2017 Periodic Report "Additional Information on the Corporation."
9.5.1 Fuel
a. The main raw material used by the Company consists of aircraft jet fuel. Jet fuel is
one of the Company's major expenditure components, as with any airline. The
Company purchases fuel in Israel and abroad. In 2017, the Company's jet fuel
expenses amounted to approximately 24.4% of the operating expenses of the
Company, compared to approximately 23.6% in 2016.
b. Jet fuel prices materially affect the Company's profitability. The Company estimates
that, in terms of operations as of the Report Date, each increase of 1 cent in the price
of one gallon of jet fuel for a year increases the Company's expenses for jet fuel by
approximately USD 2.6 million.
c. The Company takes actions to hedge part of its estimated jet fuel consumption. The
Board of Directors determines the Company's policy on jet fuel price hedging, the
term of the hedge and the hedge rate out of the total jet fuel consumption for the
same period, and a special Board committee - Market Risk Management Committee
- examines, on a regular basis, hedging transactions executed by the Company's
Management. The Company issues RFPs to several financial institutions and fuel
companies with which the Company enters into framework arrangements, conducts
commercial negotiations and carries out hedging transactions. Account settlement
between the parties is made at the end of the transaction, in such a manner that, if
the average market price in that period is higher than the hedged price, the Company
receives reimbursement of the price difference during that period, multiplied by the
relevant quantity for that period, whereas if the monthly average market price is
lower than the hedged price, the Company pays the difference multiplied by the
relevant quantity for that period. In 2017, the Company received (a cash flow
amount of) approximately USD 8.7 million in respect of jet fuel hedging
transactions.
d. In 2017, the average jet fuel price was higher by about 24% before hedging
transactions, compared to the average jet fuel price in 2016. For information
regarding the price increase impact, see Note 18 to the Financial Statements and
Section 3A of the Board of Director’s Report.
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e. The Company and the following fuel supply companies: "Paz", "Sonol" and "Delek",
have entered into agreements for the supply of 60%, 30% and 10% of the Company's
annual fuel consumption at BGA for 2016 and 2017. Furthermore, the Company
and the refueling companies (franchisers of the IAA), "Paz Aviation Services" and
"Mercury", have entered into agreements under which each of these companies shall
supply 50% of the fueling services provided to the Company at Ben Gurion
International Airport in 2016-2017. The aggregate annual amount of the agreements
(for jet fuel supply and fueling services in Israel) is estimated at approximately USD
196 million (jet fuel prices as of September 2016).
As of January 2018, the Company purchases jet fuel in Israel from Paz, Sonol, Dor
Alon and Delek, which were selected in a Request for Proposal (RFP) process (the
RFP documents were published by the Company in October 2017). The term of the
agreements executed with the above-listed suppliers is one year.
f. Outside Israel, the Company purchases fuel from a number of suppliers, including
fuel companies supplying jet fuel at a significant number of airports. The contracts
are for periods of two years, except in cases where it is impossible to enter into one
year contracts. Most contracts are executed with the suppliers after winning the RFP
process and following commercial negotiations conducted by the Company with the
suppliers, except for stations where there is only one supplier. As of July 2017, the
Company purchases jet fuel abroad from 18 suppliers selected in an RFP process
(the RFP documents were published by the Company in February 2017). The term
of the agreements executed with these suppliers is two years.
g. In 2017, the Company purchased from one supplier (the Paz Fuel Company) about
30% of its total fuel purchases that year (in Israel and abroad). The Company works
with six other suppliers, purchasing from each more than 5% of its total fuel
purchases in that year. The Company believes that the volume of purchases from the
main supplier in Israel (Paz) may result in dependency on said supplier for as long
as there are no appropriate and immediate alternatives for jet fuel supply at Ben
Gurion Airport.
h. The Company holds a jet fuel inventory purchased from suppliers in Israel and
abroad. As of December 31, 2017, the Company held an inventory of jet fuel totaling
approximately USD 6.1 million.
a. All aircraft operated by the Company are manufactured by Boeing. The Company
has a material dependence on Boeing, as specified in Section 7.1.7 above. However,
the Company estimates that the probability of termination of engineering support
and the supply of spare parts for its planes is low.
b. The Boeing 777 fleet owned by the Company as well as the Boeing 787 fleet , of
which some were delivered to the Company and others are expected to be delivered
between 2018 and 2020, equipped with Rolls-Royce engines. The Company has a
material dependence on Rolls Royce, as specified in Section 7.1.7 above. However,
the Company estimates that the probability of termination of the ongoing
maintenance and supply of replacement engines by Rolls Royce is low.
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For further information regarding the purchase and sale of aircraft and engines, see Note 9
to the Financial Statements.
9.6.1 Inventory
The Company has a raw materials inventory, which includes an inventory of jet fuel for
consumption, duty free products sold on its flights as well as consumable inventory
products (chemicals, food and provisions). Average inventory days are as follows:
2017 2016
Jet fuel inventory 4 5
Food inventory and passenger supplies 34 40
The Company purchases about 70% of the duty-free products from DFASS, and the
remaining are Israeli products purchased directly from local suppliers (about 30%).
Alcoholic beverages and cigarettes are supplied directly to the duty-free warehouse, on a
quarterly basis, whereas the remaining products are supplied to El Al stations abroad, and
transported by the Company to Israel on availability basis.
The Company is entitled to return any product (other than food, tobacco or products
carrying the Company's logo), provided that such products remain in their original
packaging. The Company is responsible for delivering the products, including delivery and
insurance costs, to the place of supply (cigarettes and alcoholic beverages from the duty-
free warehouse, and other products to the Company's station overseas).
All purchased products are stored in the Duty-Free Warehouse (a separate unit in the
Customer Service Warehouse, with a limited accessibility). The value of the inventory
stored in the warehouse, at any given moment, stands at about USD 1.5 million on average.
For details regarding the volume of inventory, see Note 7 to the Financial Statements.
Generally, the Company's policy maintains that a customer is entitled to cancel the
reservation, without charge, until the airline ticket is issued (“Ticketing"). The customer
may also cancel certain tickets even after "ticketing", at times without payment of
cancellation fees and at other times with payment, depending on the terms of the ticket.
There are also tickets that, based on their terms, cannot be cancelled at all after Ticketing.
Generally, the higher the ticket price rate, the more flexible the terms of the ticket regarding
cancelling the ticket at a fee or at no fee at all. The above is subject to the provisions of the
law not providing otherwise. In this regard it shall be clarified that the Consumer Protection
Law, 5741-1981 and the Consumer Protection Regulations (Cancellation of Transaction),
5770-2010, provide for special provisions relating to the option to cancel the transaction,
which, on the date on which they apply, allow cancellation subject to cancellation fees at a
rate of 5% of the value of the transaction, or NIS 100, whichever is lower (for details
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regarding a legal proceeding conducted in connection with cancellation fees, see Note 15
to the Financial Statements).
The Company's liability for damages (bodily injury and property damage) incurred in the
course of international air transport was determined by international treaties adopted by the
Air Transport Law, 5740-1980 and orders issued thereunder. Additionally, the Company
operates in accordance with IATA Guidelines on various issues related to liability for
passengers and baggage. The Aviation Services Law (Compensation and Assistance due to
Flight Cancellation or change of Conditions), 5772-2012, and the regulations enacted
thereunder provide that the Company is required to provide passengers whose flight has
been delayed or canceled with a variety of remedies, depending on the duration of the delay
or the circumstances of the cancellation, such as: assistance (food, beverages, lodging),
reimbursement of proceeds or an alternative flight and even financial compensation, and
set forth the liability of the Company for delaying passenger flights due to overbooking.
Moreover, in some cases, EU Regulation 261/2004 may be applied with respect to
passenger rejection as well as cancellations and delays of flights taking off from EU
countries. Furthermore, the third Final Rule on Enhancing Airline Passenger Protections
(2016) issued by the US Department of Transportation, which applies to flights to and from
the US and provides rules on the compensation payable to passengers in case of long flight
delays and changes in passenger on-board status, may be applied to passenger rejection as
well as cancellations and delays of flights from the U.S. For details regarding legislative
amendments applicable to the Israeli market in this regard, see Section 9.11.2 below.
b. Credit from suppliers: the Company receives credit form its suppliers in Israel and
abroad, generally for periods ranging from 30 to 45 days, depending on the type of
supplier and the agreement entered into therewith (other than fuel suppliers). It
should be noted that in the first half of 2017, prior to commencement of the Payment
Ethics Law 5777-2017, the credit received by the Company from suppliers in Israel
and abroad ranged from 30 to 90 days.
c. The following table presents average volume of credit and average credit periods
with respect to the Company's customers and suppliers in each of the years 2017 and
2016:
2017 2016
Average credit Average credit Average credit Average
volume days volume credit days
in USD millions in USD millions
Customers 155 27 155 27
Suppliers 155 45 146 44
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d. It shall be noted that the difference between customers' credit policy and suppliers'
credit policy arises, inter alia, from the fact that suppliers' credit policy is determined
in accordance with the Payment Ethics Law 5777-2017, and by the Company, among
others, in consideration of market conditions, liquidity and the policy customary in
the area. On the other hand, customers' credit policy is determined, in most cases, by
the customary practice in the aviation industry and in accordance with guidelines
and work procedures acceptable to IATA and agreed by travel and cargo agents.
As of December 31, 2017, the Group has a working capital deficit of approximately USD
438 million compared to approximately USD 368 million at the end of the previous year.
The Company's current ratio as of the end of 2017 and 2016 was approx. 54%.
For details of the factors causing the increase in working capital deficit, see Section A7 of
the Board of Director’s Report.
9.7 Investments
For information on all companies owned by the Group, see Notes 8 and 21 to the Financial
Statements.
The Group's charter flights are carried out by Sun d'Or (a company wholly owned
by El Al). Sun d'Or is a tour operator for wholesalers and individuals and markets
charter flights and scheduled flights operated by the Company and other airlines,
mostly by means of a wet lease. Sun d'Or's charter flights are marketed by chartering
entire aircraft to a third party, or portions of aircraft to wholesalers, and its scheduled
flights are marketed through direct sales to travel agents and the public. Sun d'Or
acts as a tour operator, while maintaining the “Sun d'Or” brand for charter flights
marketed by Sun d'Or and carried out by the Company (weekday flights) and other
airlines (weekend and holiday flights).
In 2017, Sun d'Or marketed scheduled flights to new destinations (Malaga, Puerto,
Krakow, Cagliari and Odessa) and thus significantly increasing the number of flights
to existing destinations such as Lisbon, Batumi and Tbilisi. In addition, Sun d'Or
marketed flights to exotic destinations in Africa – Seychelles, Kilimanjaro and
Zanzibar. In total, in 2017, Sun d'Or marketed 1,865 flights to 60 destinations in
Europe and Africa, compared to 1,150 flights in 2016, indicating an increase of
approx. 24%.
they were party to market sharing arrangements for sending delegations to Poland.
The Company and Sun d'Or's executives who were taken for interrogation have not
received similar notices.
In December 2016, the Company entered with the IAA into an agreement
authorizing the Company to manufacture, transport, load, unload and supply food,
beverages and related products to aircraft at Ben Gurion Airport, further to the
Company winning a re-tender in August 2016, as issued by the IAA, for obtaining
up to three permits to manufacture, transfer, load, unload and supply food, drink and
related products to aircraft ("Tender"). Under the terms of the Tender, Tamam will
construct and operate a building, in lieu of the existing one, for the supply of food to
aircraft, for a period of25 years. The investment in the construction of the aforesaid
building, its maintenance and the annual authorization fees that Tamam will be
required to pay the IAA are immaterial to the Company.
The construction of a new advanced building for Tamam will allow the latter to
significantly expand its in-flight and off-flight food services, and the Company
estimates that this will allow Tamam to be a leading company in Israel in the food
industry.
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Katit (a company wholly owned by El Al) is mainly engaged in the production and
supply of meals to the Company's employees. Katit's place of business is in Israel
and its offices are located in Ben Gurion Airport.
In August 2017, Cockpit, the Company and Boeing entered into a share allocation
agreement, under which about 9.9% of Cockpit shares were allocated to Boeing
in return for Bowing's investment in Cockpit, thus as of the Report Date, the
Company owns approx. 90.1% of Cockpit shares. For further information, see
Note 21 to the Financial Statements.
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The Company and the Phoenix Insurance Agencies 1989 Ltd., a wholly owned
subsidiary of the Phoenix Insurance Company Ltd., entered into an agreement to
establish Fly-In, a partnership owned by the Company (50.09%), the Phoenix
(49/89%) and a company jointly established by the Phoenix and El Al to act as the
General Partner (0.02%). The partnership will hold an insurance agency ("Insurance
Agency") offering the services set forth below. As of a date shortly prior to the
approval of the Report and until obtaining the license for its independent operation,
some of its activities are carried out by the Phoenix and a licensed agency related
thereto which, as of October 2017, are engaged in marketing and sale travel
insurance and other insurance products, among others, to the Company's frequent
flyer club customers..
The main business of ACI (a company whose class B shares are wholly owned by
the Company, conferring upon it the right to appoint half of the directors as well as
vote and participate at general meetings) is air cargo consolidation at Ben Gurion
Airport, allowing for discounted in air cargo rates. Cargo transport is mainly carried
out by the Company, at special rates, as well as through foreign airlines. The shares
do not confer upon the Company rights to receive profits by way of dividend
distribution or other benefit distributable by ACI, except for profits and dividends
from capital gains.
For information regarding the Company's agreements with Airtour, see Note 23 to
the Financial Statements.
Maman is a public company whose shares are listed on the Tel Aviv Stock Exchange.
The Company owns approximately 15% of Maman share capital as well as 10%
options exercisable into Maman shares. The option exercise date was recently
extended until December 31, 2018. Maman main activity is management and
operation of cargo terminal authorized to handle all import and export cargo at Ben
Gurion International Airport, under the authorization granted by the IAA.
Additionally, Maman operates in the field of logistics services and in real estate
leasing, and provides aviation services. Maman operations is carried out in Israel,
the Czech Republic and India.
For details regarding the framework agreement executed by the Company and
Maman, see Section 8.2 above and Note 23 to the Financial Statements.
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9.8 Financing
As of the Report Date, the Company has one non-designated loan of approx. USD 5,670
thousands, with a short term loan balance. The loan bears interest of 3.15%. It is noted that
the Company has no long-term loans without designated uses.
As of the Report Date, the Company has credit facilities of USD 33 million, with the
balance of credit utilized as of this date being USD 27 million. As of Report a date shortly
prior to the approval of the Report, the Company has unused credit facilities of USD 33
million.
The total guarantees provided by the Company to secure its liabilities to third parties, as at
the Reporting Date, are immaterial.
The Company has taken loans to finance the acquisition of aircraft and engines. For details
on these loans, see Note 13 to the Financial Statements. For details regarding liens and
collateral, see Notes 9 and 13 to the Financial Statements and Appendix A to the Board of
Directors' Report.
The Company examines, from time to time, the possibility of raising additional external
funds to finance its other investment plans, should it resolve to implement them.
9.9 Taxation
For details, see Note 16 to the Financial Statements. For information on the tax assessment
agreement entered into by the Company and the Assessment Officer in February 2018, see
Section 9.14 below.
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The Company's subsidiaries incorporated overseas are subject to the tax laws applicable in
their country of incorporation.
9.9.4 Reasons for the Material Difference between Effective and Statutory Tax Rate
Many countries, including Israel, have adopted the accepted international standards on
aircraft noise and determined additional rules for protecting the environment. Some airports
around the world are subject to many restrictions on takeoff and landing slots. Airlines'
schedules, as well as that of the Company, are set in accordance with these restrictions.
The Company attributes great importance to the environmental issue and contributes
resources and time in taking care of this issue (inter alia, through the Company's Safety and
Quality Division which is responsible for such activities).
The Company implements internal operations to raise awareness of the environment, such
that each of the Company's regions was assigned a person responsible for environmental
protection, preventing pollution and conserving resources.
With respect to reducing the amount of waste – paper, cardboard and other recyclable
materials from the Company's flights and offices are taken for recycling.
In addition, ongoing activities are conducted on the issue of environmental protection, inter
alia, visits to maintenance and operational areas and taking care of issues requiring
modifications in coordination with the IAA; ongoing coordination with the IAA regarding
oil removal at Terminal 3 and improving technological systems in order to control and
monitor findings related to the field of environmental protection.
For details regarding restrictions on aircraft operation at airports where the Company
operates and Ben Gurion Airport, see the corresponding section in the Company's 2014
Periodic Report.
It should be noted that' as of March 2016, four-engine aircraft are not permitted to land at
Ben Gurion Airport between 08:00 and 17:00, Sundays through Fridays, except for special
EL Al flights, which obtain individual permits from Ben Gurion Airport Manager.
The Company's sewage is handled by a central facility in Ben Gurion Airport, approved by
the Ministry of the Environment and operated by the IAA. For the use of the central facility,
the Company pays the IAA user fees for a period of 22 years (from 2008). User fees stand
at USD 150,000 per annum. The Company also operates, as of June 2009, a facility built
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During the years from 2010 to 2012, soil contamination surveys were conducted at the
Company's premises at Ben Gurion Airport. These surveys identified contamination points
around the fuel station at Ben Gurion Airport. Following these findings, the Company hired
the services of an environmental consulting company, which examined the findings of the
survey and offered the Company appropriate soil contamination solutions. The Company
reported the findings of the survey to the Ministry of Environmental Protection and even
gave a tour to the Ministry's representatives. Notwithstanding the fact that the Company
did not cause the contamination, it applied to the Ministry of Environmental Protection for
an on-site treatment; however, at this stage, the Company was requested by the Ministry to
conduct a comprehensive historic survey. The Company completed the historic survey
through an environmental consultant, based on the methodology prescribed by the Ministry
of Environmental Protection. The survey was submitted to the Company at the end of 2017
and was returned to the environmental consulting company for completion.
9.10.5 Material Environmental Costs and Investments for the Reporting Year and Projections for
Subsequent Years:
The Company performs many operations and invests substantial financial costs to improve
environmental elements, including the use of liquid separations at the Company's premises
as well as local separations between the drainage systems and the sewage systems.
Costs Approx. USD 150 Approx. USD 150 Approx. USD 150
thousand per annum thousand per annum thousand per annum
Investments Approx. USD 120 Approx. USD 150 Approx. USD 1150
thousand per annum thousand per annum thousand per annum
Following increased global awareness to the process of global warming up, governments
are willing to monitor and limit the level of air pollution caused by engines. In the coming
years, laws on the subject are expected to be enacted in various countries worldwide.
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On January 1, 2012, the EU Emission Trading Scheme ("ETS Scheme") became effective.
The ETS Scheme provides conditions for gas emission monitoring, reporting and
verification with respect to incoming and outgoing flights from EU countries. became
effective.
In the course of 2012, the objection on the part of some countries outside the EU to the
ETS Scheme implementation and the payments therefor has increased. In 2013, the ICAO
proposed a global scheme for reducing gas emissions from aircraft engines. As a gesture
of goodwill, the EU agreed to "stop the clock" with respect to compliance with quotas set
by the EU, until receipt of information regarding the ICAO outline, which will allow it to
then decide whether to continue with the first outline or join the ICAO outline. The said
EU resolution effectively froze the ETS Scheme implementation for flights arriving and
departing from the EU, excluding flights between EU member states (destinations within
Europe) . It should be noted that due to exceeding the quota set for the Company by the
EU, the Company paid a negligible annual amount, and the amount of payment for
exceeding the quota in 2017 should be determined in April 2018, and the Company expects
it to be insignificant as well. It should be further noted that in the event the EU withdraws
its intention to continue to freeze the implementation of the ETS Scheme as stated, or if it
cancels the intended freeze following its implementation, the Company is expected to incur
an insignificant annual expense.
In October 2017, the ICAO approved the CORSIA Scheme, a global carbon offsetting
scheme for international aviation. As of the date hereof, admission to the Scheme is on a
voluntary basis. Pursuant to the CORSIA Scheme, airlines are required to report to the
ICAO and the EU, on an annual basis, the anticipated fuel consumption for the coming
year, and based on this information, each airline will be allocated an annual quota for
greenhouse gas emissions. If the quota is actually exceeded, the Company will be required
to make an additional payment. If actual consumption is lower than reported, the airline
shall be entitled to transfer the balance to another airline, in accordance with rules to be
prescribed by the ICAO. It shall be noted that Israel has joined the CORSIA Scheme.
It should be noted that the CORSIA Scheme has not yet been approved by the EU, and until
such approval is obtained, the ETS and CORSIA are simultaneously implemented. Should
the CORSIA Scheme be approved by the EU, the ETS Scheme is likely to be cancelled.
The Company estimates that the total annual amount to be paid by the Company should the
CORSIA Scheme be implemented is anticipated to exceed the annual amount paid by the
Company under the ETS Scheme. Notwithstanding the foregoing, it is noted that the
Company anticipates this expense to be immaterial to the Company.
It should be noted that some of the Company's aircraft are equipped with crankshafts, which
improve the aerodynamics of the aircraft and thus save fuel consumption. The Company
makes effort to reduce unnecessary weight of the aircraft in order to reduce the amount of
fuel consumed. As a result of the savings in fuel consumption, the amount of greenhouse
gas emissions is reduced.
As described in Section 9.12 above, as part of the Acquisition Transaction, the Company's
Boeing 747-700 and 767-400 aircraft are expected to be removed from service. As
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estimated by the Company, the level of air pollution caused by engines installed in the new
Boeing 787 Dreamliners to be received in lieu of these aircraft, is lower.
The extent of the impact of the commencement of directives issued by the authorities
(including the EU and ICAO), inter alia, the EU resolution to cancel the suspension of
implementation of the ETS and CORSIA Schemes, relevant legislation and anticipated
annual expenses, as well as the Company’s assessment that it may be material, are
deemed forward-looking information, as defined in the Securities Law, based on the
Company's assumptions and estimates. Therefore, actual results of any legislative
amendment becoming effective, imposition of financial charges mentioned above and/or
the extent of their impact on the Company's operations, may be materially different than
the results estimated or implied by such information.
9.10.7.1 General
The Company considers itself committed to the community and the environment within
which it operates, and attributes great importance to participation in promoting and
fostering them. As "National Carrier," the Company places the security and safety of its
passengers at the head of its priorities and conducts extensive activities to ensure their
security and safety. Similarly, the Company considers its employees as the source of its
power and makes efforts to provide them with an attentive, considerate, safe and fair
working environment, as a result of understanding the linkage between a quality business-
strategic management and the commitment to act and promote corporate responsibility.
In 2017, the Company continued its work within the various fields of corporate
responsibility and continued to implement the subject of corporate responsibility among
employees and managers by a variety of measures and activities.
Furthermore, the Company has agreements with associations and organizations operating
for social, ethical, humanitarian and non-profit goals, by having club members contribute
Frequent flyer Club points to such organizations and associations.
The Company's Code of Ethics provides principles, norms of conduct, enforcement and
implementation policy and communication channels for reporting violations of the Code
of Ethics and the ethical rules designed to guide the operations of the Company and all
officers thereof throughout the course of their work and to dictate standards for their
operations.
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The Company attaches great importance to its responsibility to the community, due to a
genuine and unique affiliation with the State of Israel. The Company established a
Community Responsibility Policy, including cross-company projects, in the framework of
which it conducts philanthropic activities for the benefit of the community and employee
volunteering activities, while establishing a long-term cooperation with community
partners. The target population supported by the Company in this framework includes: IDF
soldiers, students in need who are active within the community, sick or disabled children
or children with special needs as well as families in need.
As part of this activity, in 2017, the Company contributed cash and cash equivalents. For
details see section C.1. of the Board of Director’s Report.
9.11.1 General
Most aspects pertaining to the Company's operations as an air carrier are subject to a set of
regulatory arrangements, Israeli and International, relating, inter alia, to traffic rights,
capacity and flight safety standards, security and noise, and are contingent upon obtaining
Commercial Operator Certificate and Air Operator Certificate.
In addition to the operation certificates, the Company's operations are conditioned upon
being an Israeli air carrier (substantial ownership and effective control in the hands of the
State or its citizens), and upon foreign countries permits to use traffic rights granted to the
Company as a Designated Air Carrier. For details regarding aviation agreements and the
ICAA Policy, see Sections 9.11.6 – 9.11.8 below. Further restrictions apply to the
operation of the Company by virtue of the Special State Share. For details, see Section
9.11.9 below.
The main principles of regulatory arrangements, both Israeli and international, relating to
the operation of the Company as an air carrier are set forth below:
(For security arrangements see Section 9.11.12 below; for operation in times of emergency
see Section 9.11.13 below).
The Aviation law regulates the operations of all entities engaged in the civil aviation
sector – personal licensing of flight employees (air crew, air traffic controllers, repair
station employees trainers and instructors) as well as licensing of organizations
(aircraft manufacturers, airline companies, repair stations, flight instruction schools,
institutes for authorizations of repair station technician, etc.). The Aviation Law
encompasses many aviation-related issues, including issues addressing aviation
professions and the duties thereof, aircraft, air traffic control area, control authorities,
investigation of a security incident, and in addition, said law provides for provisions
concerning penal and financial sanctions due to a breach of the law.
adopted to Israeli law the existing arrangement in the US Regulations regarding the
management of fatigue of pilots and flight attendants, such as minimum rest periods
between flights (FTL). Pursuant to the Regulations, the US Regulations will only be
adopted with respect to “Chapter 13 Operators” (El Al, Israir, Arkia, and CAL),
concurrently with the application of the American regulations in Israel, the US
Regulations (Limitations of Flight Time in Aviation Services), 5731-1971 will no
longer apply to the Company, excluding the provision in the Regulations regarding
the entitlement of pilots to 30 vacation days per annum. It should be noted that the
Ministry of Transportation approved the Company's request to postpone the effective
date of the Regulations, from May 1, 2018 to October 29, 2018, and notified that the
ICAA will amend the regulations accordingly. The Company makes preparations to
implement the Regulations and examines their implications.
This law regulates licensing principles applicable to the various aviation fields and
by virtue of which El Al received a commercial operation certificate. Regulations
issued under the Licensing Law, regulate, inter alia, excessive registration, the
operation of charter aircraft and limitations of flight time in aviation services.
This law and the orders and notices issued thereunder, adopt several international
conventions setting different rules on international air transport, mainly regarding
the liability of air carriers for damages (bodily injuries and property damages),
caused during international air transportation, and the compensation imposed on air
carriers due to such liability. The law applied the convention of unification of certain
rules dealing with international air transportation (the "Warsaw Convention"), as
well as the Montreal Convention, which updated the system of existing rules under
the Warsaw Convention, including increasing the limitation of liability for damage
caused to the person or property of the passenger, the addition of jurisdiction and the
imposition of an insurance obligation on the airline carrier. The Montreal
Convention entered into force on March 20, 2011.
This law and the regulations and rules in effect thereunder, regulate, inter alia, the
following issues: aviation fees, transport of import consignments, entry into
restricted areas, authorization fees, and loading and unloading of aircraft.
This law provides for the functions of the Civil Aviation Authority which, among
others, are: to determine and ensure compliance with domestic and international
aviation arrangements pursuant to the aviation laws; to grant licenses, permits and
approvals within the field of civil aviation, pursuant to the aviation laws; to supervise
the civil aviation sector including, inter alia, maintaining proper safety level of
flights on aircraft operated by Israeli airlines and aircraft within the airspace of the
State of Israel.
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In January 1, 2009, Amendment No. 10 to the Restrictive Trade Practices Law, 5748-
1988 ("Antitrust Law") entered into force; the Amendment limited the applicability
of the statutory exemption for arrangements between air carriers in connection with
international transportation, which was included in the Antitrust Law until the end
of 2008. As an accompanying step to minimize the scope of the statutory exemption,
the Trade Practices Rules (Block Exemption for Arrangements between Air
Carriers), 5769-2008, were enacted by the Antitrust General Director (hereinafter:
"Antitrust General Director" and "Air Carrier Block Exemption," respectively),
to exempt various types of arrangements between air carriers from the need to obtain
a prior individual authorization in order to prevent a comprehensive and undesirable
application of the Restrictive Arrangements Chapter on thousands of arrangements
that form the basis for aviation activity to and from Israel and do not jeopardize
competition.
The Air Carrier Block Exemption addresses a wide range of arrangements, and
exempts from the requirement of separate approval for various commercial and
operational arrangements.
On November 28, 2013, the Antitrust Authority published the Restrictive Practices
Rules (Block Exemption for Arrangements between Air Carriers) (No. 2), 5773-
2013 ("New Block Exemption"), which renew and amend the Air Carrier Block
Exemption published in August 2008. The New Block Exemption upholds the legal
arrangements provided for in the former block exemption, except for matters
pertaining to lease arrangements between air carriers. The New Block Exemption
sets out different requirements for the applicability of such arrangements, while
distinguishing between dry lease and wet lease, between aircraft lease for cargo
transport and other types of lease, and between leases among Israeli carriers and
leases between an Israeli carrier and a foreign carrier.
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BSP Exemption
In November 7, 2013, the Antitrust General Director published his decision on the
grant of an exemption from court approval for a restrictive agreement the parties to
which are the International Air Transportation Association (IATA) and airline
companies, and the subject of which is the BSP Plan (Billing and Settlement Plan),
pursuant to Section 14 of the Antitrust Law (the "Exemption"). The arrangement
deals with the installation and use of a central computerized billing system that
manages the billing and payment process between IATA certified travel agents and
airline companies that joined the arrangement by means of the BSP Plan. The
exemption shall be in effect until November 7, 2018. Among other things, the
Exemption provides conditions relating to the conditions so determined: IATA
obligation to connect all interested travel agents to the BSP system and act in a non-
discriminatory manner, restrictions on the transfer of information, the ability to
remove a travel agent from the Plan, and the ability of travel agents to refrain from
paying amounts in dispute, etc. In addition, it was determined that, should an airline
be suspended from the BSP plan due to financial difficulties, travel agents must not
be allowed to offset any disputable amount attributed to such airline and at the same
agents must not be required to pay amounts owed by them to such airline through
the BSP Plan.
As of the publication of the Report, the Knesset is considering the Bill for Aviation
Services (Compensation and Assistance for Flight Cancellation or a Change in its
Conditions) (Various Provisions), 5776-2016, which expands the existing law by a
number of matters, including the issuance of a plane ticket within 72 hours from the
payment for the same, the obligation to actively deliver information to the customer,
providing the customer with the ability to choose receipt of compensation under
Israeli law or the foreign law, imposition of authorities for the enforcement of the
law to the Authority for Consumer Protection and Fair Trade. As of the Report Date,
the Bill has not yet been passed and there is no certainty regarding its final
formulation, if passed, and therefore, the Company is unable to estimate the impact
of the Bill on the Company.
The Third Chapter of the Equal Rights for People with Disabilities Regulations
(Access to Public Transportation Services), 5763-2003, sets forth provisions in
connection with the obligation to arrange equipment for the handicapped in air
transportation, which impose various obligations on air carriers.
j. Privacy Protection
It shall be clarified that the Company's preparations for compliance with the said
Regulations will be completed depending on adjustments to information systems
maintained both by the Company and external suppliers.
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Some of the Company's activities are subject to license under the Business Licensing
Law, 5728-1968, or permits from various regulatory agencies. Since the beginning of
2003, the Company has submitted business license applications for activities requiring
license. In the course of obtaining such licenses, the Company makes efforts to obtain
permits for all the buildings within its premises, including old ones, for which no permits
have been obtained by the Company since its days as a government corporation. The
Company works in coordination with the representatives of the Ministry of Interior and
employs expert consultants to assist in the process. In the framework of this activity, the
Company acts according to a proper Master Plan for the purpose of completing the
process of obtaining building permits and adjusting them to currently existing buildings
as well as for obtaining business management licenses for the Company. As of 2008, five
building permits have been obtained for various building complexes that include most of
the buildings that do not have permits. In addition, as of a date shortly prior to the
approval of the Report, the Company is in the process of submitting 4 applications for
building permits regarding 4 land plots within the Company's premises at Ben Gurion
Airport, which are currently in different stages of obtaining building permits.
For purposes of its operations, the Company is required to hold 33 business licenses. As
of March 2018, the Company holds 18 permanent business licenses, 11 temporary
licenses and 4 applications for renewal of licenses in approval stages
Licenses of Katit, the Company's subsidiary – Katit has five business licenses and license
for alcoholic beverages, which are renewed in accordance with the requirements of the
Committee and the authorities.
Licenses of Tamam, the Company's subsidiary - the Tamam factory submitted a request
to renew a business license that expired in June 2017, and the Company takes the
necessary steps to renew it.
It should be noted that operations without a building permit and/or business license may
force the Company to cease its operations in buildings or in businesses, as applicable, for
which the required permits were not obtained, which may harm the Company's revenues.
Furthermore, operations without a building permit and/or business license may result in
criminal proceedings under the Building and Planning Law, 5725-1965 and the Business
Licensing Law, 5728-1968, against the Company and its executives.
Failure to obtain licenses and permits or failure to comply with the terms set out therein
as well as the consequences resulting therefrom, are deemed forward-looking
information as defined in the Securities Law, which contains estimates or forecasts of
the Company as of the Report Date. Therefore, actual results of a failure to obtain
business licenses and building permits or failure to obtain appropriate permits for the
Company's operations, may be materially different than those estimated or implied by
such information as consequence of a large number of factors, inter alia, actions taken
by competent authorities in connection with licenses, changes in legal or operational
provisions and results of legal proceedings.
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The Company was granted a new Commercial Operation Certificate (No. 1/88) by the
Minister of Transportation and Road Safety under the Aviation Services Licensing Law,
5723-1963 ("Law"). The Law contains general provisions relating to the aircraft operation
as well as the obligations to operate flights under a license, comply with the provisions of
applicable law and maintain the State's security and flight safety. The Certificate is valid
for as long as it is not cancelled or suspended by the Minister of Transportation or the
ICAA.
The Certificate provides that the licensee shall be an "Israeli Operator" as defined in the
Law, and sets out obligations regarding the duty to submit reports and information to the
ICAA.
The licensee is entitled to offer and perform the services specified in the annex to the
Certificate, which mostly consists of passenger transportation and cargo transportation on
scheduled flights between Israel and destinations in foreign countries and in-between such
destinations. It shall be noted that some of these destinations are not offered by the
Company due to lack of economic feasibility (and accordingly, the Minister of
Transportation is entitled to cancel such appointment); passenger transportation between
Ben Gurion Airport and Eilat on feeder flights; passenger transportation on domestic flights
on the route between Ben Gurion Airport and Eilat; cargo transportation by all-cargo flights
on scheduled international flights and international charter flights; passenger transportation
and cargo transportation on international charter flights.
The Company possesses an Air Operator License (No. 1/88) (the “License") issued from
time to time by the ICAA, effective until January 31, 2019.
The License provides that, inter alia, the operator (El Al) may execute operational
commercial operation, as defined in the Operation Specifications that form part of the
License, in accordance with the operator's Operation Manual and the Aviation Regulations
as specified in the License. By virtue of the License, the Company may operate pursuant
to Chapter 13 of the Air Navigation Regulations (Operation of Aircraft and Rules of Flight).
The Company's Aircraft which are listed in the Operating Specifications are either
registered in Israel (under Israeli or foreign ownership approved by the ICAA and the
Minister of Transportation and Road Safety). The operator is subject to the obligation to
report any change in the list of aircraft included in the Operation Specifications, such as
sale, purchase, lease to another operator and /or lease from any Israeli or foreign operator.
Said report will be submitted to the ICAA.
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The universal principle governing civil aviation provides that every state is sovereign of its
airspace and therefore every commercial flight to or from any state requires a permit from
that state. The permit may be granted in the framework of a bilateral agreement (as
customary for scheduled flights) or an "Open Sky" agreement or with respect to ad-hoc
flight/s.
The International Civil Aviation industry operates under a set of regulatory arrangements
relating to most operational aspects of an airline company, in particular the subject of traffic
rights, permitted capacity, air carrier's liability for damages (bodily injury and property
damage), standards of flight safety, security and noise. This set of arrangements consists of
international conventions, laws, regulations and administrative guidelines, as well as
bilateral and multilateral agreements.
Chicago Convention
Following the Chicago Convention, the international Civil Aviation Organization (ICAO),
an agency of the United Nations, was established. In the framework of the ICAO and under
its sponsorship, recommended standards and procedures in various areas of aviation
operations were determined. Rights to transport passengers and cargo between countries in
return for payment and related issues are regulated in air transport agreements or aviation
(bilateral) agreements based on reciprocity and on giving fair and equal opportunity to
airlines of both countries.
In October 2016, the approval of the Minister of Justice was received to proceed with the
adoption of the Cape Town Convention in domestic legislation. The Cape Town
Convention is an international treaty that guarantees the rights of creditors, such as
financiers and lessors, to valuable equipment, such as aircraft and engines, which do not
have a permanent seat. The Convention was signed in 2001 and entered into force in 2006.
The purpose of the convention is to overcome the difficulty of securing protected and
enforceable rights by creditors on the same equipment and the determination of special
arrangements in cases where guaranteeing the rights of creditors and their incorporation
into an international treaty is required. The adoption of the Convention will facilitate the
development of the aviation industry in Israel and will place the State of Israel in line with
the advanced standards of the international aviation industry. The Convention has not yet
been adopted by Israel,
Most air traffic rights under which the State of Israel allows the Company to carry
passengers and cargo on international routes are regulated in aviation agreements between
Israel and foreign countries, and the rest of such rights are regulated (in the absence of
aviation agreements) in agreements between aviation authorities or commercial agreements
between the Company and an air carrier of the other state, which require the approval of
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the authorities of both states. The main components of aviation agreements include, inter
alia, the granted air traffic rights, the determination of a designated carrier and the permitted
capacity.
As stated above, in June 10, 2013 an Open Sky Agreement was executed in Luxemburg
between Israel and the EU. Said agreement allows all airlines in the EU to operate direct
flights to Israel from everywhere in the EU, and allows Israeli airlines to operate flights to
all airports within the EU. Upon entry into force, the agreement replaced all bilateral
agreements between Israel and the EU States and removed most restrictions on the number
of carriers, frequencies, capacity and types of aircraft allowed to operate between Israel and
the EU States.
Additionally, new aviation agreements were executed in 2017 between Israel and several
other countries, allowing other designated carriers to enter existing and new destinations
and allowing to increase the number of frequencies permitted for airlines from both parties.
For further information, see Section 7.1.10 above.
In the past, each government granted to another government, under an aviation agreement,
the right to designate one or more air carriers on its behalf ("Designated Carrier"). In recent
years, a change has occurred in the Company's status after the grant of a Designated Carrier
license to other Israeli carriers, with respect to several flight destinations, some of which
in lieu of the Company, as well as due to the execution of the Open Sky Agreement with
the EU, which in practice, obviates the need to appoint a Designated Carrier to destinations
included in this Agreement.
In the past, the practice in the countries of the Western World has been to accept the
appointment of an airline company as a designated air carrier as if such appointment
contains a statement that the requirement of substantial ownership and effective control has
actually been met, and if found that said requirement ceased to be met, the relevant state
shall be required to remedy the situation.
The Open Sky Agreement with the EU updated the provisions addressing ownership and
control in a manner allowing airlines owned and controlled by any of the EU States to
operate flights from any destination in the EU to Israel.
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Capacity
Most aviation agreements to which Israel is a party have included restrictions of maximum
capacity or maximum frequency that any airline is allowed to offer on the agreed routes in
order to ensure equal opportunities to all air carriers of the two states that have entered into
an aviation agreement. As mentioned above, the Open Sky Agreement executed by Israel
and the EU States gradually cancels previous restrictions that applied with respect to the
number of air carriers, capacity and types of aircraft.
9.11.8.4 Airfares
IATA publishes airfares based on the average airfare for flights on international routes
("Flex Fares"). Flex Fares allows passengers to buy a single ticket (fare) with one airline,
and use it to fly with other airlines (under Interline Agreements). In addition to the Flex
Fares, which are supervised by the aviation authorities, the Company is entitled to set
special fares unilaterally.
In practice, most airline tickets and cargo capacity are sold at special fares published by the
airlines under different terms depending on the various fares, with each booking class
having a different demand and different conditions in different periods throughout the year.
The Company operates in accordance with acceptable industry practices, while adapting its
policy to market conditions. A substantial portion of the Company's income is derived
from sales under such conditions.
It should be noted that in November 2018, IATA shall cease publishing Flex Fares. The
Company's policy for establishing fares is based on market conditions and, therefore, it
estimates that the above would not affect the method applied by the Company for
establishing fares.
Charter flights rates are set differently from regular airfares. Every Organizer is committed
to pay the air carrier for the capacity (number of seats) purchased by it, as the Organizer
sets the price per seat with respect to the seats purchased by the Organizer - generally, a
price per package deal, which includes flight and ground arrangements. An organizer
requesting authorization for a flight or a series of charter flights, must indicate the fare
offered to the public and obtain authorization for such flights and fares from the aviation
authorities of the relevant country.
In the course of the last years, the "Open Sky" policy of increased liberalization in the
aviation industry has been implemented in Israel, aiming to encourage and increase tourist
traffic to Israel by intensifying the competition between the airlines.
For further details regarding open skies policy, see Section 7.1.10 above.
9.11.10.1 Shortly before the publication of the 2003 Prospectus, the Company allocated to the state
a "Special State Share." The rights granted to the holder of the Special State Share are set
forth in the Company's Articles of Association, which further detail the State's essential
interests in the Company that must be protected by means of the Special State Share. Such
essential matters are:
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Maintaining the possibility to ensure that the Company's operational capacity and its
ability to carry passenger and cargo do not fall below the capacity provided for in
the Company's Articles of Association, in order to allow the State an effective use of
essential assets, in emergency or for security purposes as determined from time to
time by the authorized parties, all as specified in the Company's Articles of
Association.
Preventing parties hostile to the State of Israel or parties that may cause damage to
the vital interests of the State or to the State's foreign or security affairs or Israel air
relations with foreign countries, or parties that are and/or might be in a material
conflict of interest that could damage any of the matters set out above – from
becoming interested parties of the Company, or otherwise from having a certain
impact on the management thereof.
Executing instructions and security arrangements that apply or will apply, by virtue
of government resolutions or under applicable law, to the security of flights,
passengers, baggage, cargo and mail, in Israel and overseas, including with respect
to the Company's operations abroad and the cooperation required from local
authorities abroad in the areas mentioned above; in the area of security clearances of
employees and service providers of the Company; and in the area of classified
information security and security knowledge protection.
9.11.10.2 The holder of the Special State Share is the State of Israel by a Minister or Ministers. In
order to maintain these vital interests, certain provisions relating to the Special State Share
were established in the following matters:
Provisions for maintaining minimum flight capacity – the Company is not allowed
to enter into certain transactions related to the Company's aircraft without the consent
of the holder of the Special State Share, if, as a result of such transactions, the
Company's flight capacity falls below the threshold stipulated in the Special State
Share;
Acquiring influence or status in the Company requires the consent of the State –
pursuant to the Company's Articles of Association, transactions in the Company's
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shares, at certain rates, shall not confer any rights arising from holding and/or
acquisition of the Company's shares, against the Company, without the prior written
consent of the holder of the State Special Share (the State by the Ministers designated
for this purpose by the Government). The Articles of Association provides detailed
procedures regarding the manner of submitting the application to approve the
holding of the Company's shares, should such approval be required;
Provisions for obtaining approval to vote at General Meetings – a voting right at the
General Meeting requires the approval of the Company. The approval to vote at the
General Meeting will not be granted in circumstances where the consent of the holder
of the State Special Share is required but has not been provided. The Company's
Articles further determine special provisions in cases where there is a reasonable
concern that foreign entities' holdings of the Company's shares would violate the
Company's traffic rights or its operator certificate.
9.11.10.3 Any change, including amendment or cancellation, in the provisions of the Memorandum
and Articled of Association of the Company which relate to the rights granted and/or
attached to the Special State Share and to the holder thereof shall be null and void towards
the Company, its shareholders and a certain third party, without the prior written consent
of the holder of the Special State Share.
9.11.11 Standardization
The maintenance layout of the Company was certified by the Standard Institution of Israel
for Quality Standard ISO 9001. In addition, the Company’s maintenance layout was
certified as a Certified Repair Station by the ICAA, the U.S. Federal Aviation Authority
(FAA). In addition, the Company’s line maintenance system was approved by the European
Agency for Aviation Safety (EASA) of the EU.
IOSA
The company is in advanced stages of preparations for the IATA Operational Safety Audit,
known as IOSA. The audit integrates the requirements of the International Civil Aviation
Organization ("ICAO") and includes safety management system standards. The IOSA is an
international evaluation system designed to assess the operational management and control
systems of an airline. By obtaining the IOSA certification the Company in positioning itself
at the forefront of global airlines in terms of aviation safety. IOSA compliance is mandatory
for IATA membership..
IOSA audits are regularly conducted by qualified safety assessors within the Company on
a continuous basis and periodically over a period of 24 months, and are assessed at the end
of the process by IATA. During 2016, the Company successfully completed the IOSA audit
and fulfilled the requirements and, accordingly, the Company's safety standard registration
was renewed for two additional years, until October 2018.
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It is noted that a failure to comply with the IOSA audit may result in loss of the Company’s
status as a member of IATA and consequently the imposition of operational restrictions on
the Company. For details regarding the risks in the field of aviation safety or flight safety,
see Section 9.18 below.
In addition, the Company has a "crisis event" system, which is prepared and practiced
according to the directives of IATA. The Company conducts "crisis events" at a social scale
once per period (the last social exercise was carried out in 2017) and updates its procedures
in accordance with the global development in this area on the matter (newsletters,
conferences and professional media).
The Company's maintenance operations are reviewed by an Internal Audit and Quality
Control Division at the Company's Repair Station. The Repair Station is supervised by the
Continued Airworthiness Officer on behalf of the Company, who is responsible for the
continued airworthiness of the Company's aircraft and for ensuring that the Repair Station's
aircraft checks performed by the Repair Station comply with the maintenance program
authorized by the ICAA.
The civil aviation industry, particularly on routes to and from Israel, is a target for attacks
by various parties, mainly terrorist organizations all over the world. The Company takes
special security measures directed by the government body in charge of this issue.
The Company provides aviation security services to all Israeli airlines with respect to their
incoming flights and the Ministry of Foreign Affairs employs most of the security
personnel registered with Israel's aviation security system. In late 2017 and early 2018, the
Ministry of Foreign Affairs sought to restrict, inter alia, the number of new personnel
employed by the Ministry, due to the significant increase in the number of flights operated
by Israeli airline. This restriction raises concerns that the Company would not be able to
provide the security services necessary to operate all Israeli airlines' incoming flights,
which will result in cancellation of about 1000 flights of Israeli airlines scheduled for the
2017 summer season and a whole series of flights to destinations where Israeli airlines
cannot operate their flights. At the end of February 2018, the Ministry of Foreign Affairs
and the Company reached certain understandings and the Ministry removed the said
restriction with respect to 2018. As to 2019, it was determined that discussions will be held
with relevant government officials regarding new security employees referred to above.
On December 18, 2013, the Company received the approval of Government bodies to
increase the percentage of State participation in security costs of Israeli airlines, such that
the percentage of State participation will be 97.5%. According to the Government bodies'
notice, said approval applies retroactively as of July 16, 2013, the date the State confirmed
that the conditions provided in Government Resolution No. 82 for the implementation of
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the Open Sky Agreement have been met in a manner that entitles Israeli airlines to
increased percentage of participation.
In this regard, it shall be noted that, as of the Report Date, the Ministry of Finance has not
yet approved the request of El-Al Security Division to increase the 2018 security budget
due to the expected expansion in the operations of Israeli airlines, as a result of the Open
Sky Agreement with the EU. So long as the said budget is not fully approved by the
relevant regulatory bodies, difficulties may arise in connection with the operations of Israeli
airlines, including the Company.
The following table details direct security costs related to the security of the Company's
passengers, aircraft and employees, while distinguishing between the share of costs
financed by the Company and the share financed by the State:
In 2018, the Company is expected to continue the process of installing protection systems
in other aircraft.
For further information regarding the agreements executed by the Company and Elop and
the Agreement executed by the Company and the State of Israel with respect to State's
participation in expenses incurred from the installation of protection systems in aircraft,
see the corresponding section in the Company's 2014 Periodic Report.
As elaborated above, the Company provides security services to Israeli airlines in return
for reimbursement of the Company's related expenses. Payment in respect of these services
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was settled by means of a "price list" which was updated in 2016 and applies retroactively
from 2013, as well as according to the understanding reached with Ministry of Finance on
the issue of security and Government Resolutions No. 4026 and No. 82 (of 2011 and 2013)
regarding the provision of aviation security services by the Company.
The Work Service in Time of Emergency Law, 5727-1967, confers upon the Minister of
Labor, in consultation with the Minister of Defense, and in times of combat the Minister of
Defense in consultation with the Minister of Labor - the power to authorize an operator as
an “essential operator,” meaning to operate the Israeli airlines, including the Company, for
the State’s defense or public security, or to uphold the essential services or supply.
The Company was approved as an “essential operator.” The approval is renewed from time
to time at the Company’s request. The existing approval is valid until December 31, 2019.
The Work Service in Time of Emergencies Law, 5727-1967 confers upon the Minister of
Labor the authority, after the Company is approved as an “essential operator,” the power
to call upon all workers for essential work.
The Registration of Equipment and its Enlistment to the IDF Law, 5747-1987, confers upon
the Minister of Defense, if convinced that the security of the State so requires, the power
to announce, by order, the need to recruit equipment (including aircraft). The Law refers to
equipment that the company will have during an emergency. The law requires the State to
pay user fees for recruited equipment and if, during the period of recruitment, the
equipment has been damaged – said law requires the State to also pay compensation for the
damage.
In addition, certain arrangements exist between the Company and the State regarding
flights for State security purposes or at times of emergency as well as flights for other
special needs, including the consideration therefor on a commercial basis.
The Commodities and Services Control Law, 5717-1957, confers upon the Minister, being
thus authorized by the Government, the power to issue a "Personal Order" or a "General
Order" to perform, inter alia, an "Essential Action" for the defense of the State, the security
of the public, and for maintaining supplies or ordinary services. An action as mentioned
above, includes, among other things, an obligation to operate an enterprise or any
supervised service.
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As part of the realization of the Company's procurement plan for large-bodied aircraft, the
Company entered into agreements for the purchase and lease of aircraft, as well as
agreements for the purchase of engines and the receipt of motor maintenance services as
described in the Company's reports dated September 10, 2015 (Reference No. 2015-01-
118524) October 29, 2015 (Reference Number 2015-01-144525), February 22, 2016
(Reference No. 2016-01-032578), September 12, 2016 (Reference No. 2016-01-122074),
January 18, 2018 (reference No. 2018-01-006682) and as elaborated below:
On October 2015, the Company signed an agreement with Boeing for the acquisition of 4
new 787-9 Dreamliner aircraft and 5 new 787-8 Dreamliner aircraft ("Acquisition
Agreement" and "Aircraft" or "Owned Aircraft," respectively). Pursuant to the
Acquisition Agreement, the Company was granted terms allowing flexibility with respect
to the dates of receipt of the Aircraft, in a manner that enables Boeing to make adjustments
according to the Company's requirements as may be from time to time with respect to its
aircraft fleet, including conversion rights related to other Boeing aircraft.
In addition, the Company was granted options to purchase 7 additional 787-10 aircraft
(“Option Aircraft”), as long as their delivery date is no later than December 31, 2023. The
Company paid non-refundable advance payments for the option planes at a non-material
sum. In addition, in a situation in which the Company decides to exercise any of the Option
Aircraft, on each exercise date the Company shall have the right to purchase an additional
option to purchase a 787-10 aircraft, up to a total of 6 additional planes (“Additional
Option Aircraft”). The Company will be required pay a non-refundable advance payment
near the date the aforesaid option is purchased. The Option Aircraft and the Additional
Option Aircraft are expected to be received between 2020 and 2023.
It is noted that according to the Acquisition Agreement, the Company has the option of
canceling the acquisition of some of the Aircraft, and the Option Aircraft and the Additional
Option Aircraft have conversion rights for planes of other 787 series models. In addition,
the Company has an option to finance backup from Boeing of up to 7 aircraft under the
conditions stipulated in the Agreement.
On February 23, 2017, the Company and a foreign bank entered into an agreement to
finance advance payments totaling approx. USD 55 million for two Boeing 787-9
Dreamliners. For further information, see immediate reports published by the Company on
December 1, 2016 (Reference No. 2016-01-135754) and February 26, 2017 (Reference No.
2017-01-019053) and Appendix A to the Board of Directors' Report.
On February 23, 2018, the Company and foreign banks entered into agreements to finance
USD 135 million for the acquisition of a Boeing 787-9 Dreamliner. For further information,
see immediate reports published by the Company on January 10, 2018 (Reference No.
2018-01-004378) and February 25, 2018 (Reference No. 2018-01-014877) and Appendix
A to the Board of Directors' Report.
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In addition to the Acquisition Agreement, the Company executed agreements with three
foreign airlines for the lease of 8 new 787-9 Dreamliners and 2 new 787-8 Dreamliners
(purchased, as mentioned, from Boeing as part of the 787 aircraft acquisition transaction,
as elaborated above), which shall be leased to the Company by way of a sale and leaseback
agreement, as described below (the "Leased Aircraft") for 12-year periods with extension
options, as set forth below:
In December 2015, the Company entered into agreements for dry lease of 2 new
Boeing 787-9 aircraft with a first foreign company. The lease is for 12 years, and
the Company has an early exit option after 10 years, subject to prior notice and exit
fee, in accordance with the terms provided in the Agreement.
The Company has an option to extend the lease agreement with respect to each
aircraft, for periods of two years each time, up to a total period of six years or until
the next C-Check inspection of the aircraft, by 12-month notice prior to the end of
the Agreement.
In February 2016, the Company entered into agreements with another foreign
company for dry lease of a new Boeing 787-9 aircraft and 2 new Boeing 787-8
aircraft. The lease is for a 12 year period with an option for the Company to cancel
the agreement for the Boeing 787-8 acquisition. after giving prior notice in
accordance with the terms of the agreement. The Company has options to extend
the lease agreement with respect to each aircraft, for periods of three years each,
up to a total period of six years, with 24 months' notice prior to termination of the
Agreement.
It should be noted that in November 2017, the Company and the same foreign
company entered into an agreement for the conversion of 2 787-8 aircraft leased
by the Company under the February 2016 agreement described above, into new
Boeing 787-9 aircraft. Furthermore, the Company signed a Memorandum of
Understanding for an option to lease up to 2 new Boeing 787-9 aircraft for a 12
year period with an exercise period until July 2020.
In January 2018, the Company and the same foreign company entered into an
agreement for dry lease of a new Boeing 787-9 aircraft, with a scheduled delivery
date in the third quarter of 2019. The term lease is for a 12 year period with three-
year extension options up to a total period of six years, subject to 24 months' notice
prior to termination of the agreement.
In September 2016, the Company and a third foreign company entered into sale
and lease back agreements with respect to 2 of the new 787-8 aircraft, which were
acquired from Boeing under the Acquisition Agreement. According to the above
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agreements, the two aircraft purchased by the Boeing Company will be sold to the
foreign company upon delivery from Boeing and will be leased back by the
Company. The Company has the right to terminate the sale and lease back
transactions upon the occurrence of certain conditions, as determined in the
Agreement and subject to prior notice to the lessor. The Company is not expected
to have material accounting implications in respect of the sale and lease back
transactions. The Company also entered into a dry lease agreement for 2 new
Boeing 787-9 aircraft with the same foreign company.
It is noted that the lease of the aforesaid 4 aircraft is for 12 year periods, when
regarding some of the aircraft, the Company has an early termination option after
ten years, subject to providing prior notice and payment of exit fees based on the
terms set forth in the agreements.
Within the framework of the acquisition, sale and leaseback transactions described above,
the Company made commitments regarding 17 new Dreamliners, of which 7 Dreamliners
are owned by the Company (4 787-9 aircraft and 3 787-8 aircraft) and 10 Dreamliners will
be leased by it (8 787-9 aircraft and 2 787-8 aircraft, purchased from Bowing as part of the
787 Aircraft Acquisition Transaction, sold and leased back to a foreign company as
described above); however, it should be clarified that as of a date shortly prior to the
approval of the Report, the Company does not intend to purchase more than 17 aircraft and
it examines the modification postponement and cancellation rights available to it with
respect to one Boeing 787-8 aircraft.
As of a date shortly prior to the approval of the Report, the Company received 4 new Boeing
787-9 aircraft – 1 owned by the Company and 3 leased by it through a dry lease. All 13
other aircraft (subject to the number of aircraft that the Company intends to purchase, as
mentioned above) to be purchased and/or leased by the Company are expected to be
available to the Company between the years 2018 and 2020, and join the Company's wide-
body aircraft fleet, as they are expected to replace the Boeing 747-400 and 767-300 fleets.
In February 2016, the Company entered into agreements with the engine manufacturer
Rolls-Royce, in connection with TRENT-1000 TEN engines to be installed in the
Company's Owned and Leased Aircraft, as follows:
Substitute Engine Purchase Agreement and Benefits Agreement in connection with the
acquisition of engines ("Agreement") – the Agreement includes an acquisition of substitute
engines and an option to finance one substitute engine on the terms provided in the
Agreement. The Agreement further includes maintenance reliability assurance (warranties)
and performances (guaranties), including fuel consumption performances and MTBR
guarantees (Time between Removals).
It should be noted that during the fourth quarter of 2017, Rolls-Royce notified the Company
of restrictions established in the manufacturing process of the TRENT-1000 TEN engines
purchased by the Company pursuant to the Agreement. These restrictions are primarily
regulatory and related to engine parts that may require earlier replacement than scheduled.
According to its notice, Rolls Royce explores possible solutions to mediate and mitigate
these restrictions, and will keep the Company informed regarding such solutions.
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It shall be further noted that two 787 Dreamliners received by the Company in 2017 (of the
4 787 Dreamliners received to-date), have arrived equipped with RR TRENT-1000 PACK
C engines in lieu of the TRENT-1000 TEN engines acquired under the Agreement, due to
the failure to obtain the regulatory license for the TRENT-1000 TEN engines upon delivery
of the two first aircraft. Rolls Royce is expected to replace the engines with the TRENT-
1000 TEN ones in the second quarter of 2018. The Company and Rolls Royce have reached
an agreement regarding the compensation due to it for the late arrival of the engines.
For details regarding the cost of purchasing the aircraft, aircraft engines, replacement
engines and spare parts (including for the leased aircraft), see Note 9 to the Financial
Statements. For details regarding advance financing agreements, see Note 13 to the
Financial Statements.
Engine Maintenance Agreement – pursuant to the agreement, both Owned Aircraft and
Leased Aircraft will be provided with maintenance services. The Agreement is based on an
All-Inclusive basis and includes coverage in respect of planned events, such as renovation
of engines, and unplanned events (such as failures and bird strikes). The payment
mechanism provided for in the Agreement is based on flight hourly service. The
Maintenance Agreement is a long-term contract with a minimum term of 12 years with
respect to Owned Aircraft and 10 years with respect to Leased Aircraft.
It should be further clarified that the annual expenses in respect of engine maintenance are
current expenses similar to those paid by the Company in respect of existing aircraft
engines, which will be replaced with the new Dreamliners, and that the annual engine
maintenance expenses under the Engine Maintenance Agreement are not material in
relation to the total annual expenses of the Company.
On May 15, 2017, the Company signed an agreement with a foreign international company
for the receipt of logistic support services for Boeing 787 aircraft purchased and leased by
the Company as part of the acquisition transaction. For information regarding the
agreement, see immediate report published by the Company on May 16, 2017 (Reference
No. 2017-01-049371) and Note 9 to the Financial Statements.
Israir Transaction
On July 2, 2017, after obtaining the approval of the Board of Directors, the Company and
Sun d'Or entered into an agreement with IDB Development Company Ltd. ("IDB
Development"), ITB Tourism (2009), a subsidiary of IDB Development, and Israir
Aviation and Tourism Ltd. ("Israir"), for the acquisition of Israir's entire issued and paid-
up share capital, the highlights of which are provided in the immediate report published by
the Company on February 9, 2017 (Reference No. 2017-01-014592) and supplementary
reports dated July 2, 2017 (Reference No. 2017-01-068367) and July 3, 2017 (Reference
No. 2017-01-068970) ("Transaction" or "Israir Transaction").
One of the conditions precedent for completion of the Israir Transaction was the Antitrust
Authority's approval for the Transaction. On January 10, 2018, the Company received
notice of the Antitrust Authority objection to the Transaction ("Objection Decision"), as
provided in the immediate report published by the Company on January 10, 2018
(Reference No. 2018-01-004435). The Company intends to appeal the Objection Decision
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with the Antitrust Tribunal. For further information regarding Israir Transaction, see Note
22 to the Financial Statements.
In addition to the agreements entered into by the Company as part of the Aircraft
Acquisition Transaction described above, the Company has entered into agreements
concerning its employees and their rights (see Section 9.4 above), real estate lease
agreements (see Section 9.1.1 above), aircraft lease and financing agreements (see Sections
7.11 and 8.10 above), various agreements with airline companies (see Sections 9.11.7
above and Section 9.13 below) and insurance agreements (see Section 9.2 above).
Furthermore, the Company made commitments to provide indemnification and insurance
for its officers. For details see Note 23 to the Financial Statements and Regulation 29(A)
of Chapter D (of the Company's 2017 Periodic Report – "Additional Information on the
Corporation's Business").
The Company has entered into agreements with other airlines (Interline Agreements),
allowing passengers on scheduled flights, and subject to certain restrictions, to use services
of one airline with flight tickets issued by another airline. The Company also has Code-
share agreements, enabling an air carrier to market flights of another air carrier as if they
were its own.
The following are details of the code-share agreements to which the Company is a party
and that are in effect on Report a date shortly prior to the approval of the Report:
Iberia Airlines - In October 2005, the company signed a code-share agreement with
Iberia Airlines. The agreement allows each company to sell flight tickets in its flight
code on flights operated by the second company on the Tel Aviv-Madrid route.
In April 2016, the Company and American Airlines entered into an interline Special
Prorate Agreement, effective as of June 2016. The agreement enables the Company to
offer its passengers dozens of major destinations in North, Central and South America,
in addition to the Company's network of direct destinations, allowing the Company's
customers to enjoy an improved product on flights to these destinations in terms of the
number of destinations, schedule of connecting flights and product quality.
Air China - In July 2009, the company signed a code-share agreement with Air China.
In February 2017, an amendment to the agreement came into effect, expanding the
existing agreement between the parties and allowing the Company's customers to
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purchase codeshare tickets under the Company's Code to four destinations in China
(Hangzhou, Shanghai, Nanjing and Chengdu) via Beijing.
Thai Airways - In November 2012, the company signed a code-share agreement with
Thai. In September 2017, an amendment extending the agreement between the parties
came into effect, allowing the Company's customers to purchase codeshare tickets,
under the Company's Code, to Australia (Sydney, Brisbane and Melbourne), Oakland,
Taipei, Vietnam (Hanoi and HoChi Minh) and three domestic destinations in Thailand.
The agreement allows Thai Airlines to sell airline tickets under Thai Airways' code and
enables the Company to profit from Thai Airway’s sales.
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tickets, under the Company's Code, to dozens of other major destinations in North
America, in addition to the Company's network of direct destinations.
Quantas - In June 2017, the Company signed a code-share agreement with Quantas
Airlines, allowing the Company's customers to purchase codeshare tickets to Australia,
under the Company's Code, via destinations in the Far East (Hong Kong) and Africa
(Johannesburg) where the Company operates flights.
TAP Air Portugal - In June 2017, the Company signed a code-share agreement with
TAP Airlines. The agreement allows the Company's customers to purchase codeshare
tickets to Lisbon, under the Company's Code, via 13 destinations in Europe where the
Company operates flights. The agreement allows TAP Airlines to sell tickets under
TAP code to Sun d'Or's flights from Lisbon and Porto to Tel Aviv..
It should be noted that the code-share agreement between the Company and Air Serbia was
terminated in February 2018. The agreement enables the Company's customers to purchase
codeshare tickets, under the Company's Code, to various destinations in the Balkan region,
via Belgrade.
It should be noted that the Company's customers benefit from accumulating the Matmid
Frequent Flyer Club points that can also be used for connecting flights operated under code-
share agreements. The Company also has various operational agreements with a number of
airlines that include, inter alia, technical operating arrangements, lease arrangements,
aircraft maintenance and replacement part agreements, mutual assistance in emergencies,
the supply of aviation equipment and more. The Company also has agreements with airlines
regarding lounges, collaboration in customer clubs, accounting for the use of connecting
flights, registration of bookings and transport agreements (passengers or cargo).
As of December 31, 2017, legal claims totaling approximately USD 977 million were
brought against the Company (including tax assessments), for which the Company
recorded a provision of approximately USD 39 million, based on the opinion of the
Company's legal advisors.
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In addition, non-quantified claims were also brought against the Company. The provision
in the Financial Statements mentioned above, includes also provisions for non-quantified
claims based on the estimates of the Company's Management.
For details of the material claims against the Company or its subsidiaries, see Note 15 to
the Financial Statements.
As described in the Company’s reports dated December 28, 2016 (reference no.: 2016-01-
144295) and December 29, 2016 (reference no.: 2016-01-145363), in December 2016, the
Company received, at its offices, assessment notices on behalf of the Tax Authority, Ramla
Tax Assessor (the “Tax Assessor”), further to the withholdings audit conducted for the
Company regarding the calculation of withholding salary tax and employee expenses for
the years 2011 and 2012, based on which the Company was required to pay a total of NIS
33 and NIS 28 million, respectively (about USD 9 and USD 7 million, respectively,
excluding linkage differentials and interest). As described in the Company's immediate
report dated February 27, 2018 (Reference No. 2018-01-019315), on February 28, 2018
the Company signed an agreement with the Assessment Officer, under which the Company
shall pay a total of approx. NIS 75 million for all tax assessments for the years 2011-2013
as well as for board and lodging paid to aircrews for the years 2014 to 2017 (inclusive).
Accordingly, the Company recorded another provision of NIS 13.5 million in its financial
statements, in addition to provisions previously recorded. For further information, see Note
15 to the Financial Statements.
The Company reviews from time to time its strategic goals and adjusts them to align with
developments in the aviation industry, changes in competition, macroeconomic effects,
customer needs, etc.
The Company intends to continue in the coming years to improve its competitive position
in the aviation industry and consider development of new income sources and sources
supplementing its flight operations.
Within the framework of the Company's long-term strategy, inter alia, for renewing its
aircraft fleet and coping with competition, the Company has been implementing the
Company's largest Wide-Body Aircraft Acquisition Program in El AL's history, and in this
context, signed with Boeing and other aircraft leasing companies, agreements to purchase,
lease, sale and leaseback new 787-8 and 787-9 Dreamliners.
The new Dreamliners are a significant breakthrough in the Company's efforts to cope with
the growing competition for long haul destinations, in particular business destinations –
North America and the Far East, and allows for considerable improvement in the customer's
flight experience and service provided by the Company.
The Dreamliners make a dramatic contribution to the wide-body fleet rejuvenation process,
replacing first the Boeing 747-400 Jumbo aircraft and later also the Boeing 767-300.
The Acquisition Program implementation will serve as a robust platform for the Company's
future activities and its ability to cope with competitors. The acquisition Program is
expected to yield considerable savings to the Company in the ongoing operation and
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maintenance of its aircraft, which is anticipated to be reflected, inter alia, in reduced fuel
consumption and aircraft maintenance cost savings.
It should be noted that in 2017 and during the first quarter of 2018, the Company received
4 787-9 Dreamliners, representing the first 4 Dreamliner aircraft leased/purchased by the
Company under the said transaction.
In addition to the above, the following is a description of the principal actions taken by the
Company to implement its strategic objectives, as carried out in 2017:
a. In 2017, the Company continued to implement its business plan to expand its route
network and, in this framework, as of November 2017 the Company operates 3
weekly direct flights to Miami (operated by the Company until 2008). Furthermore,
in 2017, the Company continued to adjust its commercial modus operandi to that
of European airlines and, for this purpose, it has operated low-cost UP flights to 5
destinations in Europe .
b. “Matmid Frequent Flyer Club” - in 2017, the Company continued the process of
recruiting Matmid Frequent Flyer Club members and issuing branded Fly Card and
Fly Card Premium credit cards through financial institutions. The branded credit
cards grant their holders unique benefits according to the type of card and the
volume of activity therein, all in accordance with the commercial terms established
between the parties. These benefits include, inter alia, the accumulation of
perpetual passenger points in respect of transactions in branded credit cards.
It is noted that in February 2017, the Company's management and its pilot
representatives signed a memorandum of understanding regulating disputed issues.
It shall be further noted that in August 2017, the Company's management and its
pilot representatives within the workers' representatives commenced negotiations
through a mediator, with the purpose of discussing, among other things,
adjustments in view of regulatory changes in the industry and streamlining of the
pilot sector.
Moreover, in 2017, the Company launched a hotel booking site, allowing Frequent
Flyer Club members to benefit from accumulating points when making a
reservation and pay for it using Club points or a combination of money and points,
The new site allows Fly Card holders enjoy an optimal balance between
accumulation and realization.
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f. Continued cost savings and efficiency trend - the Company implements an internal
organizational program, which includes identification of financial savings
resources within the various areas of the Company's operations and a follow up of
the actual implementation of savings so identified, increase of income and the
continuing of the Company's general efficiency process, in particular in the areas
of logistics and procurement, sales costs, efficiency of operation of air and ground
crews, maintenance management and fuel saving.
The manner of implementing the business strategy presented above and the results
expected therefrom are forward-looking information, as defined in the Securities Law,
based on the Company's assumptions, estimates and predictions regarding its business
environment, which may change from time to time, in whole or in part, thus denying the
possibility of implementation. Therefore, actual results, in whole or in part, may not
materialize, or only partially materialized or be materially different from anticipated
results, derived or implied from such information, inter alia, for the reasons detailed
below, given that as of the Report Date, there is no certainty as to the form of such actions
or the ability to execute them, inter alia, due to the need to obtain various regulatory
approvals.
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The Company will continue to constantly review the adaptation of its activities to trends
and developments evolving in the Company's business-economic environment and the
global aviation industry. Such trends and changes require a thorough and continuous
examination of the Company's operations, including the composition and profitability of
its network of routes with respect to passengers and cargo, the launch of new routes, and
the adaptation of flight schedules and fares according to market and competition conditions,
taking into account the manner of implementing the Wide-Body Aircraft Acquisition
Program and the Company's comping ability; the Company's preparations in view of the
aggravating competition and its strive to improve business results in 2018 by way of
enhancing the business mix, improving yield, implementing organizational optimization
processes and mitigating expenses. Moreover, the Company intends to continue to consider
developing additional and supplementary income resources.
Route Network Expansion – As part of implementing its business plan for route
network expansion, the Company intends to launch a new route to San Francisco in
October 2018.
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EL Al operations, like those of other airlines, are affected by external and internal factors
liable to cause material changes (positive or negative) to the Company's profitability. Risk
factors can be divided into macro risks, segmental risks and risks that are unique to the
Company. Key risk factors are set forth below:
Macro Risks
Political or security events or terror attacks in the world or in the area have an immediate
impact, to the worst, on the demand for passenger and cargo transport, thus affecting jet
fuel prices and the Company's economic situation and volume of operations. The risk is
that the Company's revenues will be adversely affected as a result of security and
geopolitical events, in Israel or in the country of destination.
Most of the Company's revenues and expenses are in foreign currency or linked thereto
(mainly US Dollars). The Company is exposed to changes in the US Dollar's rate compared
to other currencies in which it has revenues and expenses, primarily in respect of payroll
expenses paid in NIS, other operating expenses denominated in Israeli shekel and balance-
sheet liabilities, primarily due to employee liabilities. The appreciation of the Israeli shekel
against the US Dollar increases the Company's current expenses and further increases, in
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US Dollar terms (with no impact on the cash flow), in the Company's liabilities due to
termination of employer-employee relationship.
Partial, natural internal hedging is performed in other foreign currencies (Sterling Pound,
Euro, Rand, etc.), as the Company has expenses denominated in these currencies. Since
total receipts exceed total foreign currency payments, the Company has partial exposure to
these currencies (mainly to the Euro).
For information regarding the Company's Currency Risk Exposure Policy, see Section B1
of the Board of Director’s Report and see Note 18 to the Financial Statements.
The aviation and tourism sectors are sensitive to changes in economic activity that affect
the demand for passenger and cargo transport. The structure of expenses in the aviation
industry, which includes a high component of fixed costs, makes it difficult to implement
the process of adjusting the Company's supply to the changes in the short-term demand.
During periods of slowdown in the economic activity, for various reasons, the demand for
air transport is reduced, excess capacity is created, and employees and flight equipment are
not fully exploited. As a result, the Company's economic condition may deteriorate, as
reflected in the Company's business results.
External factors, such as natural hazards, fire and earthquakes, epidemics etc., may cause
harm to the continuity of the Company's operations. Furthermore, the outbreak of
epidemics and natural disasters have an adverse effect on passenger traffic to the disasters
areas and therefore may have a negative impact on the Company's business results.
The Company finances most of its investments by means of long-term credit provided by
banking institutions. The Company's loans and most of its deposits are in US Dollars. Some
of the Company's loans bear variable interest and therefore, changes in interest rates may
have an impact on the Company's financing expenses and cash flow. In order to reduce the
exposure to said risk factor, part of the loans taken by the Company are fixed-interest loans.
The Company also examines the use of derivative investments to mitigate the exposure.
For information on actions taken by the Company to hedge exposure to variable interest
rates, see Section B1 of the Board of Director’s Report; for further information, see Note
18 of the Financial Statements.
Industry Risks
Jet fuel is a significant component in the operating expenses of an air carrier. Jet fuel prices
are subject to sharp fluctuations. The Company's profitability may be materially affected
due to a change or substantial fluctuations in jet fuel prices. The Company takes actions to
hedge part of the forecasted jet fuel consumption. This policy may change, depending on
the circumstances. The Company has cash flow exposure due to the requirement to provide
pledged deposits. As a result of the large share of jet fuel in the operating expenses of the
Company, any increase in jet fuel prices adversely affects the Company's operating
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expenses and its business results. For details, see Section 9.5.1 above. For details regarding
the hedging policy and the actions taken by the Company to protect against changes in jet
fuel prices, see Section B1(3) of the Board of Director’s Report and Note 18 to the Financial
Statements.
9.18.7 Competition
9.18.8 Government decisions regarding aviation and licensing of the Company as an air carrier
b. The Company's air carrier operating licenses and the traffic rights granted to it are
contingent on having the substantial ownership and effective control held in the
hands of Israelis. Failure to comply with the provisions relating to the identity of the
Company's shareholders may damage the operating licenses of the Company and the
traffic rights granted to it by the State.
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The Company operates in the aviation field where the structure of fixed costs is relatively
high and the profitability margins are relatively low. Therefore, even moderate changes in
the level of income or expenses may directly affect the existence of profit or loss.
Any change in the restrictions on operating hours at Ben Gurion Airport or other airports
to or from which the Company operates, and any additional restriction or prohibition on
the operation of aircraft due to pollution, noise or other causes, may have a material impact
on the manner of operation of the Company and accordingly, on its financial results.
In order to ensure flight security, the Company maintains security arrangements according
to the competent government authority's instructions. To ensure flight safety, the Company
complies with guidelines and instructions issued by the relevant authorities, including
manufacturer's instructions and the ICAA guidelines. Damages to the Company's flights
and/or customers and/or facilities and/or employees due to flight security incidents or flight
safety failure, may have a significant adverse effect on the Company's activity, inter alia,
due to damage to reputation, loss of income and customers and exposure to legal claims.
The Company is in advanced stages of preparations for IATA's safety standards audit,
known as IOSA - IATA Operational Safety Audit. In 2017, the Company launched a
comprehensive survey across its operational divisions within the framework of preparing
for the IOSA audit plan implementation scheduled to be reviewed by IATA in June 2018.
Compliance with IOSA audit ensures registration of the Company's safety certification for
two more years, until 2020. For further information, see Section 11.9.10 above.
The Company's operations and its ability to expand the scope and layout of operations,
depend, inter alia, on different regulatory approvals granted by authorities in Israel and
worldwide. Lack of appropriate certification and failure to comply with international and
local standards may incur an increase in the Company's expenses, penalties and sanctions,
competitive disadvantage vis-a-vis the Company's competitors and damage to the
continuity of its operations.
For information regarding the permit granted to Air India, authorizing it to operate flights
on the shorter route over countries whose airspace is blocked to Israeli airlines, including
El Al, see Section 7.8.3 above.
In 2013, an updated Government Regulation was adopted, whereby the State funds the
majority (97.5 %) of Israeli airlines' security expenses. Changes in the percentage of State
participation in the Company's security expenses, non-compliance with said Government
Resolution in full, changes in the scope of safety measures the Company will use (due to
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security events or attempted terrorist attacks) as well as in the event the Company is forced
to cease or limit its flights to a certain destination or is unable to expand its operations to
additional destinations for security reasons, may have a material effect on the financial
results of the Company.
9.18.14 Labor Relations, Labor Laws, Human Resource Management and Organizational Data
Maintenance
Any interruption in activity due to sanctions or strike in an air carrier causes loss of income
and damage to customer confidence. The situation in the industry and the growing
competition in the industry require ongoing efforts to streamline the Company and improve
service to the customers. These are contingent on stable relations in the Company, on the
employees' identification with the Company and on the willingness to cooperate and
understand with the management.
It is not inconceivable that efficiency measures that include structural changes, a reduction
in the number of employees (with an emphasis on permanent employees) and a reduction
in salary costs will cause a shock, even if for a short period of time, in the delicate fabric
of labor relations in the Company, which may cause damage in the immediate term and
harm in the longer term to the Company’s reputation, and may have a material adverse
effect on the business results for that year and thereafter. In addition, it may be difficult to
exploit business opportunities and cope with changes due to restrictions in labor
agreements. For details of the employment relations between the Company's management
and the pilots sector, see Section 9.4.6 above.
The terms of employment of the Company's employees in Israel, excluding senior and other
employees employed under individual agreements, are regulated by special collective
agreements executed from time to time between the Company and the Histadrut, as well as
procedures published from time to time by the management. Employment by labor
agreements undermines the ability to recruit new employees and/or replace existing
employees with new recruits.
Sharing information with employees in a way that creates dependence on them and the lack
of ability to maintain and preserve know-how and/or failure to use existing systems, may
result in loss of know-how and adversely affect work continuity.
The Company has liabilities to certain long-term credit providers to maintain an appropriate
ratio between outstanding credit balance and the collateral pledged to the Bank.
Furthermore, loan agreements for loans taken by the Company provides the bank with the
right to accelerate the balance of loans provided by that bank if, in the opinion of the bank,
based on reasonable criteria, an adverse change in the financial condition of the Company,
its operations or business has occurred in a manner that endangers or may endanger the
ability to repay the credit to the bank. It should be noted that a cross default mechanism
exists between the various loans of the same banking institution. A decrease in the market
value of the collateral and/or acceleration of loans provided by banking institutions, may
adversely affect the financial results of the Company. In addition, some agreements
pertaining to the taken by the Company include the right to accelerate repayment of the
loan balance to the same bank upon the occurrence of certain events, such as merger or
transfer of control in the Company.
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A liquidity risk event may impair the Company's ability to repay its financial liabilities
when they become due, inter alia, aircraft acquisition or lease liabilities, and obtain
financing for additional aircraft. For information on liquidity risk management, see Note
13 to the Financial Statements.
In light of the Israeli Antitrust Laws, including the need for a prior approval of the Antitrust
General Director for certain agreements, the competitiveness of Israeli carriers, the
Company included, may be harmed, and it may have an adverse effect on the financial
results of the Company due to regulatory restrictions on of international agreements within
the areas of the Company's operations or the non-approval of such agreements (existing or
new) by the Antitrust Authority. The differences between the antitrust laws applicable in
Israel and the antitrust laws applicable worldwide may affect the competitiveness capacity
of Israeli airlines, particularly in view of mergers, acquisitions and airline alliances which
are common in the global aviation industry.
For further details regarding the effect of antitrust laws on the Company's operations,
including the issue of a monopoly, see Section 9.11.2 above.
The Company is party to legal proceedings, including actions which the court has been
requested to recognize as class actions in Israel, as a result of which the Company may
incur considerable amounts of money that cannot always be estimated, and in respect of
which no provision has been made in the Company's Financial Statements on a regular
basis. The outcome of these proceedings may have a material impact on the Company
following their consequences. For information, see Note 16 to the Financial Statements.
9.18.17 BGA Municipal Status and Restrictions on Resources and Equipment in BGA and Other
Airports
The possibility to include Ben Gurion Airport in the jurisdiction of the municipality of Lod
is reviewed from time to time. Should Ben Gurion Airport be transferred to the jurisdiction
of a certain local authority, the Company's expenses may increase (due to property tax
payments which so far have not been paid), thus adversely affecting its business results.
Furthermore, restrictions on resources in Ben Gurion Airport and/or other airports may
undermine the Company's growth and/or efficient operation.
Restrictions related to maintaining minimum flight capacity, and the State's ability to
demand an increase of the minimum flight capacity that the Company must maintain,
reduce operational flexibility and impose heavy duties (competence assurance) with respect
to essential assets, as defined in the Company’s articles of association. The indemnification
under these circumstances may not cover all of the Company’s expenses. In addition, by
virtue of the State's authority under the Government Companies Law, the Government
Companies Order (Declaration of a Vital Interest of the State of Israel in El Al Israel
Airlines Ltd.), 5765-2004 was published in 2004, which states that the State has a vital
interest in connection with the Company as described in Section 9.11.3 above.
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All aircraft in the Company’s possession are manufactured by Boeing. The suspension of
Boeing’s operations will cause temporary operational difficulties. The Company is
materially dependent on Boeing for both spare parts and for engineering support.
The Bowing 777 aircraft fleet owned by the Company and the Boeing 787 aircraft fleet, of
which some were delivered to the Company and others are scheduled to be delivered in
2018-2020, are equipped with Rolls-Royce engines. The Company has a significant
dependence on the engine manufacturer in terms of current maintenance and supply of
spare parts for engines.
The Company's computerized system for booking, flight management and inspection is the
Amadeus system. Amadeus's unilateral cessation of operations in violation of the
agreement would result in temporary operational difficulties. The Company is materially
dependent on Amadeus both for the execution of orders and for the management of the seat
inventory on its flights.
In 2017, the Company purchased about 30% of its fuel consumption for that year (in Israel
and abroad) from PAZ, the fuel supply company. The Company is of the opinion that the
volume of acquisitions from Paz may result in dependence on this supplier, should there
be no adequate and immediate alternatives to jet fuel supply at Ben Gurion Airport. For
further information, see Section 9.5.1 above.
Most of the Company's activities are carried out at its base airport, Ben Gurion International
Airport. Therefore, any interruption or disruption of the routine activity at Ben Gurion
Airport and/or changes in the policy for grant of takeoff and landing permits at major
airports where the Company operates, may have a material adverse effect on the Company's
operations. For details regarding the decision of the Minister of Transport and Road Safety
dated January 21, 2015, see Section 9.10.2 of the Company's 2015 Periodic Report.
Another significant change in the operating hours at Ben-Gurion Airport may have a
material effect on the Company's operational ability and its financial results.
The Company does not carry out flights on the Sabbath and Jewish Holydays. For details
regarding the understanding reached between the Company and the representatives of the
Rabbinical Committee for the Sanctity of Sabbath, see Section 10.7 above. Failure to
comply with the understandings reached with respect to flights on the Sabbath and Jewish
Holydays, or a change in the Company's policy on this subject, may result in a conflict with
this sector of customers, which is liable to affect the Company's results due to a consumer
boycott.
The Company's ongoing operations, business operations and the service it provides are
based on information systems and databases. Some of the Company's information systems
at the end of their life cycle are not included in the Company's work plan for replacement.
The Company has completed the construction of a computer backup facility in case of total
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failure in the main computer room. In addition, the Company is preparing a comprehensive
plan for information security in response to an increase in the risk of cyber-attacks. Until
completion of the preparations in the aforementioned areas, there is a risk of malfunctions
and disruptions in the Company's information systems operations, which may lead to the
disabling of critical systems or the lack of sufficient support for them for certain periods of
time.
The Company makes continuous efforts to protect its information against global cyber-
attacks by hackers. The Company has taken various steps over the year to prevent harm to
its website and information systems, including toughening access filters to and from the
Company and intensive monitoring of the network traffic. Preparations were also made for
a fast response to unusual events, and the readiness of the external internet suppliers was
also examined. It should be noted that in December 2017, as part of actions taken by the
Company to prevent and monitor cyber-attacks, an unusual activity through an external
supplier's access authorization was monitored in the Company's systems. The Company
investigated the event and took necessary measures to prevent recurrence thereof, such as
notifying the supplier, updating the Company's procedures, analyzing data and monitoring
tools, with the assistance of external experts.
It is further noted that the Company takes constant actions to improve its ability to cope
and neutralize cyber-attacks in the future, if any, thus enhancing identifying and preventing
attacks of various kinds.
The Company anticipates that it possesses significant and solid reputation in the Israeli
aviation market. Undermining the Company's brand management activities or otherwise its
labor relations, operational accuracy, cyber-attacks, etc. may result in damage to the
Company's reputation and financial results.
A-112
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The following table provides a breakdown of risk factors described above, by nature (macro risks,
segmental risks and risks unique to the Company), which were classified based on the estimates
of the Company's management according to the scope of their impact on the Company's business
as a whole – major, moderate or minor effect.
Macro Risks
Political, security or terrorist incidents V
Exposure to currency risks V
Changes in the economic situation V
Natural forces and outbreaks of epidemics V
Exposure to variable interest rates V
Industry Risks
Jet fuel prices V
Competition V
Government aviation-related decisions and the Company's
V
certification as an air carrier
Activity in an industry with a high fixed cost structure V
Noise restrictions and environmental protection V
Damage to flight safety or flight security V
Aviation regulation V
A-113
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We are pleased to submit the Board of Directors Report of the State of the Corporation’s Affairs for periods
of nine and three months ending on December 31, 2017.
The Company serves as the leading air carrier of the State of Israel in most of the international routes
operating to and from Israel. The Company’s main operations involve the transport of passengers and cargo,
including baggage and mail, on regular flights and charter flights (through the subsidiary Sun D’Or) between
Israel and foreign countries.
In addition, the Company is engaged in providing transport and maintenance services at its hub airport, in
the sale of duty-free products, and through affiliates in related activities, which primarily involve the
production and supply of food for airlines and the management of a number of travel agencies overseas. For
information regarding the Group’s operating segment, see note 20 of the Company’s financial statements.
The business environment in which the Company operates is the international and civil aviation and tourism
industry to and from Israel, which is characterized by seasonality and fierce competition, intensifying during
periods of excess capacity and high sensitivity to the economic, political and security situation in Israel and
globally.
B-1
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A2. Review of the developments in the business environment and operational metrics
The following charts describe traffic developments at Ben Gurion Airport, both passengers and cargo,
divided by inbound and outbound tourisms, and with respect to cargo, divided by imports and exports. In
2017, the trend of significant growth in passenger traffic at Ben Gurion Airport continued, alongside a
marked increase in the import of air freight.
9,000
7,090 8,000
6,281 7,000
5,449
4,732 6,000
5,000
4,000
3,000
3,206 2,000
2,528 2,509 2,623
1,000
0
---------------------------------------------------------------
1
Source: the Central Bureau of Statistics
2
Import/export data do not include cargo in transit
B-2
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Imports and exports of air freight to and from Israel (thousands of tons): 3
250
192.0
173.2 200
154.1
141.5
150
143.4 142.6 148.1
134.2 100
50
Export Import
Jet fuel:
In 2017, there was an increase in jet fuel prices compared to 2016, as shown by the following graph.
Regarding the development of jet fuel prices after the financial position statement date, see Part D.
below.
40.0 150.0
154.0 156.0
100.0
20.0 125.5
$/Barrel cent/gallon
50.0
- 0.0
0 4 0 0 0 7
--------------------------------------
3
Source: the Airport Authority
4
Source: Bloomberg
B-3
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Change
Legend:
Passenger segment - the one-way flight voucher.
RPK - revenue passenger kilometer - the number of paid passengers multiplied by the airborne distance.
ASK - available seat kilometer - the number of seats offered for sale multiplied by the airborne distance.
RTK - revenue ton kilometer - which weights in tons the aircraft cargo for payment multiplied by airborne
distance.
Passenger load factor (passenger occupancy) - passenger-KM traveled, expressed as a percentage of the
available seats-km.
Weighted flight hours - the weighted value of the aircraft: Boeing 767 = 1.0; Boeing 747 = 2.0; Boeing 777
and 787 = 1.6; Boeing 737 = 0.6; These weighting values were determined based on the estimated total
expenditure of each aircraft type and are consistently used to calculate the weighted hours of flight as an
indicator of the volume of aviation activity.
--------------------------------------------------------
5
Weighted flight hours in terms of Boeing 767
6
Passenger and related revenue in regular flights net of exchange rate fluctuations
7
Passenger and related revenue in regular flights net of exchange rate fluctuations
B-4
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The data points to an increase in the available Seat-Kilometer (ASK), and a more moderate increase in the
number of seats offered (ASK); consequently, there was a 0.8% growth in occupancy rates. In addition, the
average revenue per passenger kilometer (RPK) increased by 1.0% as compared to 2016. These trends led to
an increase in Company revenue in the amount of USD 58.6 million. On the other hand, the Company's
market share dropped, mainly due to the marked increase in passenger traffic in Ben Gurion Airport, without
a commensurate increase in the number of seats offered by the Company, due to limited production capacity.
30,000 100%
25,072 25,167
25,000 23,021 23,883
21,066 21,310
19,898
20,000 18,984 90%
15,000
84.0% 84.7%
10,000 82.5% 83.3% 80%
5,000
0 70%
Traffic at Ben Gurion Airport and the market share of El Al and Sun D’Or 8
total traffic (mill. - per passeng. Leg) El Al & Sun D'or share in total traffic (%)
30.0
33.3% 32.5% 32.6%
20.2
20.0
17.3
15.6 20%
15.0 14.2
10.0
10%
5.0
0.0 0%
0 4 0 0 0 7
------------------------------------------------------------
8
Source: the Airport Authority
B-5
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Change
B-6
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Presented below are the Company's statements of income including as a percentage from turnover and the
rate of change year-over-year. Also presented are explanations and the main trends affecting the Company's
results in 2017 as compared to 2016:
Operating income – in 2017 operating income increased by USD 58.6 million (+2.9%) compared to 2016,
and revenue from passenger flights rose 3.1% (up USD 55.7 million). Said increase in revenue from
passengers was attributable to the growth in the volume of passenger-KM (RPK) flown by the Company,
and to a higher return on passenger-kilometer, as set forth above. Revenue from cargo rose 1.6% (up USD
2.4 million), mainly due to the growth in the amount of ton- kilometers (RTK) flown by the Company,
which was partially offset by a decrease in the return on passenger-kilometer.
Operating expenses - operating expenses in 2017 rose by USD 110.2 million, up 6.7% from 2016, for the
following reasons:
An increase in payroll expenses (attributable to operating activities) in the amount of USD 65.2
million, as specified below.
A rise in jet fuel expenses in the amount of USD 40.8 million, as specified below.
An additional expense in the amount of USD 10.2 million due to a settlement agreement with an
assessment officer regarding per-diem reimbursements to El Al air crew, in relation to the amount of
reimbursement recognized in 2016 (it is noted that the agreement includes additional immaterial
amounts, which are included in the Company's tax expenses and payroll expenses). See note 15(b)
(29) of the financial statements.
An increase in expenses totaling USD 26.1 million, which is attributable to several factors, primarily
the growth in operating activities, the effect of the shekel's depreciation vis-à-vis the dollar to the tune
of USD 8 million, an increase in the fees payable to the Airport Authority in the amount of USD 3.2
million, as a result of a reduction in discounts following the decline in El Al's market share in Ben
B-7
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Gurion Airport, a USD 2 million increase in leasing expenses relating to the Company's facilities, on
account of amended lease agreements with the Airport Authority, and a rise in the operating expenses
of subsidiaries and in the cost of sale of duty free products in the amount of USD 6 million, resulting
from the growth in revenue from these activities.
An increase in expenses totaling USD 10 million, arising from irregular expenses in 2017, such as
payments to the Airport Authority on account of prior years' expenses from ongoing use of real estate,
and due to various refunds (in respect of prior years) recorded in 2016, which did not exist in 2017.
The aforementioned effects were partially offset by a decrease in ad-hoc leasing expenses of passenger
and cargo, in the amount USD 42.1 million.
Meals Depreciation
3% 8% lease expenses
Jet fuel 7%
24% Airport fees &
service
12%
Other expenses
5%
Air crew
expenses
4% Maintenance of
aircraft
6%
Wages and
social benefits
25% Air navigation &
communication
5%
The Company's jet fuel expenses in 2017 rose by USD 40.8 million (+10.6%) compared to 2016, due to
higher jet fuel prices, which was partially offset by the favorable results of jet fuel hedge transactions.
The table below presents the effect of jet fuel expenses on the Company’s results, including the effect of
hedge transactions (in USD millions):
Jet fuel expenses for the period (before the effect of hedging) 435.5 354.0 81.5
Impact of jet fuel hedging on the income statement )8.7( 32.0 )40.7(
Total jet fuel expenses (including the impact of hedging) 426.8 386.0 40.8
B-8
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For additional details on jet fuel hedging, see section b(3) below. For additional details on the impact of
derivatives on the financial statements, see note 18d of the financial statements.
Selling expenses - selling expenses rose by USD 16.5 million, mainly due to the growth in the Company's
advertising expenses, following the launch of new advertising campaigns, and the rise in payroll expenses,
as specified below.
Administrative and general expenses – administrative and general expenses rose by USD 14.7 million
from 2016, primarily due to the rise in payroll expenses, as detailed below, as well as an increase in other
administrative and general costs, mainly the maintenance of information systems, professional advice and
office maintenance, among others due to the shekel's appreciation vis-à-vis the dollar.
Payroll expenses – the Company's payroll expenses rose USD 79.6 million, as set forth below:
The growth in payroll expenses stems from several factors, among others: the shekel's appreciation vis-à-vis
the dollar, which led to a USD 33.3 million rise in costs, an increase in the Company's workforce and work
hours (among others, due to less frequent use of "wet" leases – leasing an aircraft with the entire crew) in
relation to 2016, the impact of labor agreements that were signed with different divisions at the Company
during 2017, a rise in minimum wages, bonuses declared in 2017 in respect of the 2016 earnings (while the
bonuses for 2015 earnings were recognized in the same year) and an actuarial loss on other long-term
benefits, mainly due to a lower discount rate used for said liabilities.
Financing expenses - net financing expenses amounted to USD 20.5 million compared to USD 23.1 million
in 2016. This decrease is mainly attributable to the positive impact of exchange rate differences included in
financing expenses, and an increase in interest income on deposits, following a rise in the Company's cash
balances.
Income taxes - income taxes in 2017 amounted to USD 3.0 million compared to USD 12.8 million in 2016.
This decline is mainly attributable to lower pre-tax profit, which was partially offset by an additional tax
expense of USD 1.0 million, due to lower carry-forward tax losses, following the Company's settlement
agreement with the assessment officer, as set forth in note 15(b)(30) of the financial statements. It is noted
that in 2016, the tax expense declined by USD 11.3 million due to the reduction in corporate tax rates.
Profit for the period – in view of the aforesaid, the pre-tax profit in 2017 amounted to USD 8.7 million
(with a post-tax profit of USD 5.7 million, representing 0.3% of the turnover), compared to a pre-tax profit
of USD 93.5 million in 2016 (a post-profit of USD 80.7 million, which was 4.0% of the turnover).
B-9
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Operating income - operating income in the reported period grew by USD 51.5 million, up 11.2% from the
fourth quarter of 2016, while revenue from passenger flights rose 10.2% and revenue from air cargo
increased by 23.9%. The growth in revenue from passengers is attributable to higher revenue-passenger-
kilometers (RPK) flown by the Company and the positive effect of currencies in which the Company
performs some of its sale transactions, vis-à-vis the US dollar. The growth in revenue from cargo in the
reported period stems from an increase in revenue-ton-kilometers (RTK) offset by lower returns per ton-
kilometer.
Operating expenses
Operating expenses in the reported period rose by USD 69.1 million, up 17.4% from the fourth quarter of
2016. The growth in operating expenses is attributable to the USD 27 million increase in payroll expenses,
for the reasons set forth above, the USD 19.2 million increase in jet fuel expenses and the USD 12.3 million
rise in maintenance expenses. The growth in operating expenses was partially offset by a decline in ad-hoc
leasing expenses of passenger and cargo aircraft in the amount of USD 8.9 million compared with the
corresponding period in 2016. In addition, during the period the Company recognized most of the expense in
respect of a settlement agreement with the assessment officer, as detailed above, Moreover, most of
aforementioned effects took place during the fourth quarter, such as amendment of the agreements with the
Airport Authority and a decline in the Company's market share. Also, the aforesaid actuarial loss was
recognized in the fourth quarter of 2017.
The table below reflects the impact of jet fuel expenses on the Company’s results, including the impact of
hedging transactions (in USD millions):
Jet fuel expenses for the period (before the effect of hedging) 114.5 87.9 26.6
Impact of jet fuel hedging on the profit and loss )6.3( 1.1 )7.4(
Total jet fuel expenses (including the impact of hedging) 108.2 89.0 19.2
B-10
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Selling expenses - selling expenses in the reported period rose by USD 6.1 million, up 13.2% year-over-
year, mainly due to the growth in sales and in payroll expenses as set forth above.
Administrative and general expenses – administrative and general expenses in the reported period rose by
USD 4.0 million, up 15.0% from 2016, primarily due to the rise in payroll expenses and in other costs, as
stated above.
Financing expenses - net financing expenses during the reported period amounted to USD 5.8 million
compared to USD 6.1 million in the same period of 2016.
Tax benefit – the tax benefit in the reported period amounted to USD 8.4 million, compared to a tax benefit
of USD 10.2 million in the fourth quarter of 2016. The decline in the tax benefit, despite higher pre-tax
losses, is mainly attributable to the USD 7.5 million tax income, which was recognized in the fourth quarter
of 2016 due to the reduction in corporate tax rates, and a tax expense of USD 1 million in the reported
period, following the settlement agreement with the assessment officer, as set forth above.
Loss for the period - the pre-tax loss in the reported period amounted to USD 38.2 million (the post-tax loss
was USD 29.7 million, representing 5.8% of the turnover), compared to a pre-tax loss of USD 12.7 million
in the same period of 2016 (the post-tax loss totaled USD 2.4 million, representing 0.5% of turnover).
Regarding the analysis of income and expenses by operating segments, see note 20 of the financial
statements.
A5. Seasonality
The Group's activity is impacted by seasonality and intensifies during peak periods. A massive traffic of
Israeli tourists traveling overseas is recorded during the summer months and the holiday seasons, while the
biggest traffic of tourists to Israel is seen in the summer months and ahead of Jewish or Christian holidays or
vacations in their countries of origin.
B-11
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700 50%
626.1
45%
600 540.9
512.3 40%
500 35%
417.7
400 30%
29.9% 25%
300 25.8% 20%
24.4%
200 19.9% 15%
10%
100
5%
0 0%
Q1-17 Q2-17 Q3-17 Q4-17
Revenues in millions % of operating revenues
Cash flows for the year ended on December 31, 2017 compared to 2016 are:
January-December
2017 2016 Change
USD thousands USD thousands
In 2017, the Company had a positive cash flow from operating activities of USD 284.0 million compared to
a positive cash flow from operating activities of USD 242.8 million in 2016. The increase in cash flows from
operating activities, despite a USD 84.8 million decrease in the pre-tax profit, is mainly attributable to the
Company's liabilities, such as unearned income (due to growth in sales and advance purchase of airline
tickets by customers) as well as liabilities in respect of airport taxes and expenses that were recognized in
2017 but not yet paid, such as a provision for settlement agreement with the assessment officer, an increase
in balance sheet liabilities in respect of employee benefits due to the shekel's appreciation against the dollar,
wage increases, provisions for unpaid maintenance expenses and a rise in trade receivables.
B-12
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Development in the cash flows from operating activities in the years 2014-2017 (USD millions):
320
284.0
271.4
270 242.8
220
163.4
170
120
70
20
-30
0 4 0 0 0 7
In 2017, the Company invested USD 208.2 million, net, in investment activities. Investment in fixed assets
and intangible assets amounted to USD 195.7 million (mainly advance payments for Boeing 787 aircrafts
and their engines and the acquisition of spare parts and appliances). In addition, the Company invested a
total of USD 17.7 million in short-term deposits. On the other hand, the Company had cash flows from the
sale of fixed assets in the amount of USD 5.3 million.
In 2016, the Company invested USD 112.9 million, net, in investment activities. The investment in fixed
assets and intangible assets amounted to USD 172.8 million (mainly the acquisition of 3 Boeing 737-900
aircraft, advance payments for 787 aircrafts and their engines and purchase of spare parts and appliances).
On the other hand, the Company had proceeds in the amount of USD 41.7 million from the release of short-
term deposits, USD 16 million from the sale of 2 Boeing 737 aircraft and USD 2 million from the sale of an
investee company.
In 2017, the Company used net cash flows of USD 20.9 million for its financing activities, of which it repaid
loans (current payments) in the amount of USD 95.0 million and paid dividends in the amount of USD 9.9
million. On the other hand, the Company had cash flows from loans taken to finance advance payments for
aircraft in the amount of USD 74.3 million, from an increase in short-term credit of USD 7.8 million and the
issue of shares by a subsidiary in the amount of USD 2.0 million.
In 2016, the Company used a net cash flow of USD 61.1 million for its financing activities, of which it
repaid loans totaling USD 185.3 and paid dividends in the amount of USD 33.4 million. On the other hand,
the Company received loans (net of issuance costs) in the amount of USD 157.8 million.
B-13
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A7. The financial position, cash balances and working capital of the Company
Below are the main changes in the Company's assets, liabilities and equity as of December 31, 2017
compared to December 31, 2016:
Current assets:
The Company’s current assets as of December 31, 2017 amounted to USD 518.4 million, which is USD 83.2
million above their balance at December 31, 2016. This growth is due to the rise in the balance of cash and
short-term deposits (see above for cash flow analysis) compared to year-end 2016, and an increase in trade
receivables and other accounts receivable, which were partially offset by a decrease in financial derivatives
(see note 18 of the financial statements), and inventory.
Current liabilities:
The Company’s current liabilities as of December 31, 2017 amounted to USD 956.4 million, which is USD
153.1 million above their balance at December 31, 2016. The growth in current liabilities is mainly
attributable to an increase in unearned income from the sale of plane tickets, an increase in trade payables
compared to year-end 2016 and higher provisions. There was also a USD 15 million increase in the balance
of short-term loans, as a result of loans taken to finance advance payments for aircraft, the repayment of
which is expected upon the arrival of the aircraft, by means of new long-term loans, net of current maturities
of outstanding loans.
Working capital:
As of December 31, 2017, the Company had a working capital deficiency of NIS 437.9 million compared to
a deficiency of USD 368.0 million as of December 31, 2016. It is noted that a significant portion of the
deficiency in working capital does not reflect short-term cash flows, as explained below. The Company's
current ratio as of December 31, 2017 was 54.2%, unchanged from December 31, 2016.
The working capital deficiency as of December 31, 2017 has material components which are included in the
balance of current liabilities and characterized by business cyclicality; however, the Company does not
require short-term cash flows to repay them: unearned income from the sale of airline tickets and frequent
flyer miles in the amount of USD 360 million, which will be recognized upon the provision of future flight
services, and a vacation pay liability in the amount of USD 48 million, which is expected to be paid upon the
retirement of employees, but is classified as a short-term liability in accordance with GAAP. Current
liabilities also include loans taken to finance advance payments for the Boeing 787 aircraft, which will be
repaid by means of long-term financing upon the receipt of the aircraft. As of December 31, 2017, the
amount attributed to the aforesaid loan out of the total balance of current liabilities was USD 85 million.
B-14
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Non-current assets:
Non-current assets as of December 31, 2017 amounted to USD 1,333.0 million, an increase of USD 48.1
million from their balance at December 31, 2016, mainly due to advance payments for the purchase of
Boeing 787 aircraft, as detailed in note 9 of the financial statements, less current depreciation.
Non-current liabilities:
The Company’s non-current liabilities as of December 31, 2017 amounted to USD 616.9 million, which is
USD 15.9 million below their balance at December 31, 2016, mainly due to the reduction in outstanding
bank loans, which was partially offset by an increase in employee benefit liabilities, as detailed in note 14 of
the financial statements.
Shareholders' equity
Shareholders' equity of December 31, 2017 amounted to USD 278.2 million. The USD 5.9 million decrease
in equity compared to December 31, 2016 is mainly attributable to earnings net of dividend paid in the
amount of USD 9.9 million, and net of changes in the Company's capital reserves in the amount of USD 1.5
million.
400
350
250
197.9
200
150
111.4
100
50
In accordance with the guidelines of the Securities Authority regarding “reportable credit event,” the
Company has determined that the materiality threshold for detail of material loans is 5% of the consolidated
balance sheet of the Company and 10% of the outstanding balance loans of the corporation. For details on
loans that constitute a reportable credit event, see Appendix A of the Board of Director’s Report as of
December 31, 2017.
For additional details on outstanding Company loans and its compliance with financial covenants, see note
13 of the annual financial statements.
B-15
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B1. (1) General – description of the market risks to which the Company is exposed
Exposure to changes in jet fuel prices - jet fuel prices changes, which is a key component of the
Company's operating expenses, have a material impact on profitability. The Company believes that at the
current level of activity, any change in one US cent per gallon of jet fuel price for a whole year now affects
fuel expenses by approximately USD 2.6 million. The Company takes protection measures to reduce the
exposure, as set forth in Section B(3) of the Board of Director’s Report below.
Exposure to changes in interest rates - 30% of long-term Company loans bear floating interest rates.
Therefore, an increase in the LIBOR interest rate may impact the Company’s profitability. In terms of
current loans, a 1% increase in the LIBOR during an entire year will increase the Company's financing
expenses by approximately USD 1.6 million. The Company has entered into hedge transaction to reduce its
exposure, as specified in section B(4) of the Board of Directors below.
Currency exposure - Most of the revenues and expenses of the Company are in US dollar (the Company's
functional currency) excluding payroll expenses and payments to local suppliers in Israel, which are in NIS.
Accordingly, a change in the rate of the shekel against the dollar affects the Company's shekel expenses in
dollar terms. The Company believes that at the current level of activity, a 1% increase in the shekel vis-a-vis
the dollar during a whole year will increase its annual expenses by USD 5.9 million. Likewise, the Company
has a currency exposure in respect of balance sheet items, due to an excess of liabilities over assets
denominated in NIS. A 10% change in the shekel vis-à-vis the dollar would impact the Company's expenses
in the amount of USD 3.8 million, due to the revaluation of balances in the statement of financial position.
As of the report date, there are no open currency-hedging transactions. In addition, the Company has
immaterial exposure to the euro and other currencies.
Exposure in respect of long-term loans - in accordance with the provisions of some of the loan
agreements, the Company is required to meet a minimum ratio between the market value of the aircrafts and
the balance of the loans that are secured by the same aircrafts. Likewise, the Company is required to fulfill
several conditions, in the absence of which it may be required to immediately repay these loans. The
Company’s exposure to market risks in this regard results from changes in the market value of aircrafts
globally. For additional details, see note 13d of the financial statements as of December 31, 2017.
B(2) The Company’s policy in the management of market risks, the management
thereof, means of supervision and policy implementation
Regarding the Company’s policy in the management of market risks, the executives responsible for the
management thereof, means of supervision and policy implementation, see note 18 of the financial
statements as of December 31, 2017.
B-16
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The Company enters into financial transactions to hedge its exposure to changes in jet fuel prices, in
accordance with the policy set forth in note 18 of the annual financial statements as of December 31, 2017.
As of December 31, 2017, the Company had several jet fuel hedges estimated at 35% of the projected jet
fuel consumption in the next 12 months. In addition, the Company hedged 30% of its expected consumption
for the first quarter of 2019 and 10% for the months April-September of 2019. The net fair value of total jet
fuel hedge instruments as of December 31, 2017 was USD 16.6 million. For details regarding changes in jet
fuel prices after the report date, see Section 2.e of the Board of Director’s Report below.
Presented below is a sensitivity analysis for derivatives used to hedge the Company's exposure to jet fuel
prices:
According to the principles of the model, jet fuel hedge instruments with similar sensitivity to market factors
were grouped, since said grouping did not cause a material loss of the data required to understand the
Company's market risk exposure. On January 5, 2009, jet fuel prices fluctuated by 14%; therefore, the
following sensitivity analysis also takes into account a 15% change in jet fuel prices:
Transactions recognized
as jet fuel hedges (USD,
thousand) 23,745 15,467 7,430 16,640 (7,220) (13,279) (18,355)
* Jet fuel prices in the Mediterranean Basin as of December 31, 2017, which were used to calculated the fair
value of the Company's jet fuel hedges.
B-17
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As of the report date, 30% of the outstanding balance of Company loans bears a variable interest rate and
70% of outstanding loans bear a fixed interest rate for a period of up to about 11 years.
The Company's interest hedging policy is detailed in note 18 of the annual financial statements as of
December 31, 2017. In view of the comfortable environment of long-term interest rates and the small
difference between short-term and long-term interest rates, the Company decided, with the approval of the
board of directors' risk management committee, to increase the number of fixed-interest loans. During 2017,
the Company entered into an interest rate hedging transaction in the amount of USD 92 million.
Presented below is a sensitivity analysis for derivatives used to hedge interest rate risks:
* Fair value was calculated using the LIBOR interest rate as of Dec. 31, 2017: 3-month LIBOR – 1.69%
B-18
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El Al assigns a great deal of importance to making charitable donations and assisting the underprivileged
and the community. As part of its activities, the Company contributed a total of USD 1,600,000 in cash and
cash equivalents in 2017.
The Company maintained its status in the Platinum category of the Ma’aleh ratings for 2017. The
Company's activity continued to focus mainly on the following subjects:
1. Volunteer activity has continued in the form of public relations work for Israel abroad by air crew, pilots
and flight attendants, while staying abroad, as part of the Ambassadors Project, which is being conducted
successfully in conjunction with the Foreign Ministry, the Jewish Agency and the "Stand With Us"
organization.
2. El Al has adopted the soldiers of the IDF’s 202nd Battalion as part of the AWIS "Adopt a Warrior"
program.
3. The "Big Small Change" project – as part of this project the Company's air stewards invite customer to
donate small change to Alut and ALA, organizations that assist mentally disabled, autistic and physically
challenged children.
4. Leket Israel – in addition to financial donations, the Company has launched a cross-company volunteer
campaign at the "Leket Israel" logistic center, where Company employees come to sort out leftover food
products, thereby rescuing food for the needy.
5. As part of the CEO Foundation, the Company donates Club points to purchase airline tickets for the
Make-A-Wish Foundation, and in specific cases, for patients in need of continued treatments overseas or
convalescence.
In addition, the Company carries out activities and volunteer work with 30 associations in the fields of
education, entrepreneurship, disability, welfare, at-risk youth, animals, organizations that assist Israel's
defense forces and organizations that promote Zionism and Aliya.
With regards to diversification of employment, the Company continued to invest in several of projects in
2017, the central one being the opening of an engineers’ class at the Ort-Yad Singalovski College, where
most of the students are of Ethiopian origin. The project is carried out in cooperation with the Ministry of
Economy, Joint Israel and the Futures Fund. Upon graduation in 2018, the students will be absorbed into the
Company’s Upkeep and Engineering Division. Another project is to assist the children of the Nehalim
Boarding School to find employment in their field of study (electricity and mechanics).
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For information regarding the experience and education of the directors the Board of Directors considered to
have possessed accounting and financial in the reported year – see Regulation 26 in part D of this periodic
report.
1.3. Qualifications: CPA holding a degree in accounting and business administration and certified in
public administration and auditing (with honors). Holds the CIA (Certified Internal Auditor – U.S.)
and CRISC (Certified in Risk and Information Systems Control) certificates. Has some twenty
years’ experience in internal auditing, financial statements auditing, risk management and in
consulting. Until his appointment Mr. Berr was a partner in the Cost Forrer Gabbai & Kasierer
(Ernst & Young) accounting firm and was responsible for auditing and risk management. Within
this framework he served as internal auditor for various companies and organizations. In addition,
he serves as a regular lecturer Ben Gurion University, Haifa University and at the Ono Academic
College in the field of risk management and internal auditing. In addition, serves as a director at the
Internal Auditor’s Association (IIA) and as a member of the Ilan Audit Committee.
The internal auditor meets all the compliance requirements set out in Section 3(a) of the Internal
Auditing Law, 5752-1992.
The internal auditor is in compliance with the provisions of Section 46(b) of the Companies Law,
5759-1999 and Section 8 of the Internal Auditing Law, 5752-1992.
1.4. The internal auditor has no holdings in Company securities or holdings in any related body in the
reported year.
1.5. Starting from the date of his appointment, the internal auditor has had no business connections of
any sort with the audited corporation or with any related body, with the exception of serving as
internal auditor of Group subsidiaries.
1.6. The internal auditor is employed by the Company as a full-time Company employee.
2.1. The appointment of the internal auditor was approved by the Audit Committee on its April 21, 2009
meeting and by the Company's Board of Directors on its April 30, 2009 meeting, and after
considering the auditor's education, skills and experience in large-scale corporate auditing and risk
management.
2.2. The auditor was given duties and authorities in accordance with the Company's auditing procedure,
the directives of which are based on the laws of the State of Israel. Pursuant to this, the Internal
Auditor was tasked with proposing a work plan, to be carried out in accordance with the Company’s
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auditing plans and to distribute, in writing, reports containing findings, conclusions and
recommendations.
The internal auditor is subordinate to the Chairman of the Board of Directors and the CEO of the
Company, in accordance with the Company's bylaws.
4. Work plan
4.2. The internal auditor's work plan is determined based upon the following considerations:
4.2.1. The risk embodied in an area of activity and profitability of the Company.
4.2.2. The effect of the area on the safety and security of passengers, employees and aircraft.
Company profitability, passenger service, and regulation.
4.2.3. The existence of appropriate controls, applicability and efficiency in the audited area.
4.2.5. Previous audit findings and pace at which the recommendations submitted were implemented.
4.2.6. The need for follow-up in order to ensure a proper auditing process.
4.3. Establishment of the work plan involves the Chairman of the Company's Board of Directors, the
members of the Audit and Remuneration Committees and the Company CEO.
4.4. The work plan proposal is received on a yearly basis from by the Chairman of the Company's Board
of Directors, the members of the Audit and Compensation Committees and the Company CEO. All
of them approve the proposal in accordance with Section 149 of the Companies Law, 5759-1999.
4.5. The work plan allows the internal auditor to exercise his judgment in deviating from the plan.
4.6. The Company auditor is present at Board meetings in which material transactions are approved.
The Company auditor also serves as the Internal Auditor for all active subsidiaries, and, therefore, the
auditor's work plan takes these companies into account. The auditor's work plan also includes inspections
of the Company’s overseas activities.
The Company auditor was assigned the task of concentrating and presenting to the Audit Committee the
method of treatment of complaints by Company workers regarding flaws in the manner in which it
conducts its business. For this purpose, a regular mechanism has been established at the Company to
handle these matters. The subject is studied and reviewed on a regular basis.
7. Scope of Employment
7.1 The internal auditor is employed full time by the Company while seven full-time auditors are
subordinate to him.
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7.2. 16,000 audit work hours were invested in the Company and its subsidiaries in Israel and abroad in
2017, as follows:
The scope of employment is determined in accordance with the audit work plan, which is determined in
accordance with the scope and complexity of the Company's various activities.
Work hours for the Work hours for the Work hours due to
Company's activity in Company's activity investee Total
Israel abroad * corporations **
12,100 3,000 900 16,000
* 70% of the Company's work hours regarding activities abroad were carried out in Israel.
** Including an investee abroad
8.1. The Company's internal auditor conducts his work in accordance with the Companies Law, 5759-
1999, the Internal Auditing Law, 5792-1992 and generally accepted professional standards.
8.2. The Chairman of the Board and Audit Committee Chair hold a monthly meeting with the internal
auditor regarding his work and regarding the professional standards according to which the Auditor
operates.
8.3. The Audit Committee holds meetings in which it discusses the internal auditor's work and audit
regulations.
8.4. Prior to the approval of the annual audit plan, the Chairman of the Board and Audit and
Remuneration Committee Chair meets with the internal auditor to discuss the standards according to
which the work plan was formulated, following which the audit committee discussed the proposed
audit plan and the standards based on which the proposal was formulated and approves it.
8.5 Furthermore, during the reported year a discussion was held by the Audit and Compensation
Committee, in the presence of the internal auditor and without the presence of company officers
who are not committee members, to check for the presence of flaws in the corporation's business
management.
9. Access to Information
The internal auditor has unfettered, continuous and direct access to any document or information held by
the Company and its subsidiaries, in Israel and abroad, or by any of its employees, as well as access to
any ordinary or computerized information listings, to any database and to any automatic data processing
system in the Company, including for financial data, as noted in Section 9 of the Internal Auditing Law,
5752-1992.
10.2. In 2017 the internal auditor prepared 45 audit reports. The audit reports were submitted to the
Chairman of the Board, the members of the Audit and Compensation Committee of the Board of
Directors, and the Company's CEO.
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10.3. In 2017, the Audit Committee convened 13 times to discuss the internal audit reports, on the
following dates: January 22, February 16, April 25, May 21, June 18, June 25, July 30, August 7,
September 11, October 16, November 19, December 21 and December 25.
In the opinion of the Board of Directors, the scope, nature and continuity of the internal auditing
activities and work plan are reasonable under the circumstances, and they achieve the internal audit
objectives of the corporation, since they relate to all of the Company’s major and material activities.
12. Remuneration
12.1. The compensation of the internal auditor is based on the salary and associated benefits (including a
bonus according to the Company’s officer remuneration policy) granted members of the senior
management group and in accordance with the remuneration policy. The total remuneration for
2017 was NIS 1,462 thousand.
12.2. In the opinion of the Company's Board of Directors, the compensation given to the internal auditor
and his components do not impair his ability to apply his independent judgment in carrying out his
assignments, inter alia, in view of the fact that the audit work is performed by the internal audit
department, which includes several internal auditors.
Below are the Company's fee expenses to the accounting firm of Brightman Almagor & Co. for audit and tax
services as well as other services provided by them:
These fees were approved by the Company's Board of Directors and were reasonable and acceptable, in view
of the nature of the Company and the extent of its activities.
Regarding compensation to interested parties and senior officers, see note 23 of the financial statements
regarding transactions with interested parties and related parties as well as Regulation 21 to the chapter
"Additional Details on the Corporation". Regarding the Company's compensation policy for senior officers
for the years 2017-2019, see the Company's Immediate Report dated October 27, 2016 (reference no.
2016-01-068523).
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The Company's Board of Directors approved and adopted an internal enforcement plan with respect to
securities laws and corporate laws as well as an internal enforcement plan on restrictive trade practices and,
at the recommendation of the CEO, appointed the Company’s legal counsel as the Company’s internal
enforcement supervisor (hereinafter: “the Supervisor”).
Internal enforcement plan with respect to securities laws and corporate laws
In December 2011 the Company’s Board of Directors approved, after receiving the recommendations of the
Corporate Governance Committee, the key points of the Company’s internal enforcement plan with respect
to securities laws and corporate laws (hereinafter: “the Internal Enforcement Plan”).
The Internal Enforcement Plan expresses the Company’s recognition of the importance of compliance with
the law on behalf of Company employees, executives, Board members and relevant service providers, and
concentrates the Company's policy on the subject of preventing and treating violations, including a policy for
evaluating the damages of statutory violations and preventing their recurrence.
The goal of the Internal Enforcement Plan is to assimilate and enforce norms in matters of observing the law,
ethical rules and other codes of behavior by the Company, its executives and its employees and therefore to
confirm compliance with securities law on behalf of the Company and by individuals working at it.
The Enforcement Plan includes means for the internal identification of potential violations and failures, the
purpose of which, inter alia, is to locate and correct failures, improve reporting processes, identify and treat
cases of conflict of interest, prevent the leak of internal information out of the Company and to prevent
prohibited influence on trade in Company shares. To be clear, the internal enforcement plan may serve as a
tool employed by the CEO and the Board of Director in the fulfillment of their oversight obligation, and may
be held in the Company’s favor in the event of any violation of securities law.
The Internal Enforcement Plan adopted by the Company includes an outline for the activities of the
Company’s internal enforcement array and key procedures, including: the Board of Director’s work
procedure; the procedure for defining the positions and authorities of the Audit Committee; the procedure for
transactions with related parties; the Board of Director’s conflict of interest procedure; the executive
remuneration procedure; the reporting (non-financial) procedure; internal information procedure; the
delivery of information to the media and to the capital markets and the procedure for training Board
members.
In the course of 2017, the Supervisor continued to perform various actions as part of the implementation of
the enforcement plan among Company workers and executives, including training on the subject of internal
enforcement provided by the Supervisor to workers and executives at the Company, its subsidiaries and at
entities providing service to the Company. Spontaneous inspections were carried out to examine the
implementation of enforcement procedures.
The Supervisor provides the members of the Corporate Governance Committee, as part of his enforcement
report, a description of the actions taken over the course of the reported period as part of the implementation
and assimilation of the Enforcement Plan, a review of compliance incidents and the measures taken to deal
with such incidents and prevent the recurrence of similar cases in the future, as well as an updates file on
legislative amendments, Securities Authority instructions and material decisions made as part of legal
proceedings in the field of securities law and corporate law.
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In September 2014, the Company’s Board of Directors approved an internal enforcement plan regarding
restrictive trade practices, which includes an outline for the activity of internal enforcement at the Company
and key procedures in the Company’s areas of activity. The implementation and adoption of an effective
enforcement plan increases the awareness of workers and executives for the requirements of the Antitrust
Law and the enforcement policy of the Antitrust Authority, and consequently, reduces exposure to claims
against the Company, employees and executives. This also constitutes a framework for fruitful cooperation
between the Antitrust Authority and the Company. In addition, effective implementation of the Enforcement
Plan shall favor the officers in the event of criminal liability, as long as it has been proven that the breach
was committed without the knowledge of the accused officer and that the Company has taken all reasonable
measures to ensure that the Antitrust Law was complied with.
As part of the implementation of the enforcement plan for restrictive trade practices in 2017, the Company
provided training to employees and executives in Israel and overseas and spontaneous audits were performed
to examine implementation of enforcement procedures.
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In accordance with Article 8b(i) of the Securities Regulations (Periodic and Immediate Reports), 5730-1970,
the following are details regarding the valuation of the Company's aircraft fleet as of December 31, 2017,
March 31, 2017, March 31, 2016 and March 31, 2015:
Value-in-use Depreciated
Valuation Relevant Working of the aircraft cost of the
Work performed date standards method fleet aircraft fleet
Testing for impairment 31.12.2017 IAS 36, Discounted 858 844
of the Company's Impairment of cash flow
aircraft fleet (26 owned Assets (D.C.F
aircrafts in addition to
14 leased aircrafts)
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It is noted that in the annual financial statements for 2017, the Company assessed the value-in-use at USD
858 million, which is USD 190 million lower than the value-in-use that was calculated for the financial
statements as of March 31, 2017 ("the previous assessment"), based on the assumptions and estimates
available to management at the time (May 2017). The decline in the value-in-use is mainly attributable to the
decline in the contribution of the aircraft fleet, fierce competition, higher jet fuel prices and an increase in
the Company's operating expenses, as a result of the shekel's appreciation vis-a-vis the dollar, all in relation
to the available assumptions and information when the previous assessment was made. It is also noted that if
the Company had taken into account, in the calculation of cash flows from its aircraft fleet, the cash flows
from the 787 aircraft (which have not yet been commissioned), the value-in-use would have exceeded the
actual value-in-use, primarily due to the operating efficiency of these aircraft.
In addition, the decline in the recoverable amount, between the value-in-use assessed as of March 31, 2017
and the value-in-use assessed as of March 31, 2016, was mainly attributable to the decline in the contribution
of the aircraft fleet, the fierce competition, higher jet fuel prices and the shekel's appreciation vis-a-vis the
dollar, all in relation to the assumptions and information available to the Company when the assessment as
of March 31, 2016 was made. Moreover, the shekel's appreciation vis-à-vis the dollar, in the period between
the aforesaid dates, increased the Company's operating expenses, and led to a further decline in the
recoverable amount. Likewise, since the recoverable amount is calculated for aircrafts, some of which are
scheduled to be decommissioned in the near future (note that as of the date of assessing the value-in-use for
March 31, 2017, the 787 aircraft have not yet been commissioned and no decision has been made to
postpone the decommissioning of several aircraft from the 777 fleet), looking one year forward points to a
decline in the estimated cash flows from these aircrafts until they are retired from service, and as a result to a
structured decrease in the recoverable amount.
In addition, there was no significant change in the value-in-use as of March 31, 2016 and the value-in-use as
of March 31, 2015.
C (4) Matters to which the Company's auditors called attention in their opinion on the
Financial Statements
For details on motions to certify class actions against the Company and the Company’s exposure to these
class actions, please see Note 15 of the annul financial statements.
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E. Additional information:
Disclosure regarding changes in the economic environment, repercussions of the crisis in the
capital markets and market risks and special events
1. The global aviation market is affected by the security and political situation, special events, such as the
outbreak of epidemics and natural disasters worldwide in general and in specific areas in particular, and
the economic situation in Israel and globally.
Below are changes in the prices of jet fuel, the interest rate and the shekel's exchange rate from the end
of the quarter and until close to the publication of the Financial Report as of December 31, 2017:
2. As of the reporting date, the market price of jet fuel (before fees and supplier margins), weighted
according to the markets in which the Company purchases jet fuel, was 190.1 cents per gallon, while as
of the date close the approval of this Report, the price was 184.0 cents per gallon, a 3% decrease. It is
noted that jet fuel-related expenses constitute 20% of the Company’s revenue, and therefore changes in
jet fuel prices may have a material impact on its financial results. The fair value of jet fuel hedging
instruments is determined based on the change in prices since the date of the Report and the conclusion
of transaction settlements. As of December 31, 2017, the Company had jet fuel hedging transactions
estimated at 35% of the expected jet fuel consumption for 2018 and 10% of the expected consumption
for 2019. After the date of the Report, the Company entered into additional transactions to hedge
against an increase in jet fuel prices, in line with its hedging policy, and as of the date close to the
publication of this Report, these hedges cover 39% of the expected jet fuel consumption for 2018 and
32% for 2019 and 5% for the first quarter of 2020.
3. On the date close to the publication of the financial statements, the dollar-NIS exchange rate remained
virtually unchanged compared to the exchange rate on December 31, 2017. It is noted that the impact of
exchange rates on next quarter's business results will be determined according to the exchange rates in
effect during and at the end of the quarter (March 31, 2018).
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Appendix A to the Report of the Board of Directors on the State of the Corporation's Affairs for the Period Ending December 31, 2017
The Company’s material loans as of December 31, 2017 and until close to the date of publication of the financial report
Amortization schedule
Loans
taken for Value of Outstanding Frequency of Repayment of Outstanding Date of
The lender the loans balance principal and principal balloon loan Date of the maturity of
Collateral Interest rate
following (USD, (USD, interest (USD, (USD, loan the loans
aircraft thousand) thousand) repayment thousand) thousand)
US capital
Fixed-
market Four 737-
737-900 188,894 128,887 - 2.623% Quarterly 3,935 - 26/11/2013 25/06/2026
guaranteed 900 aircraft
2.45%
by EXIM
Variable
Foreign bank Two 777- LIBOR +
777-200 278,718 89,648 Quarterly 4,337 49,593 23/07/2007 23/07/2019
institution 200 aircraft margin
-0.8%-0.01%
Variable
Foreign bank One 787 LIBOR +
787-9 135,000 135,000 Quarterly 3,250 - 01/03/2018 01/03/2030
institution aircraft margin
3.75%-1.9%
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Pursuant to Article 8b of the Securities Regulations (Periodic and Immediate Reports), 1970
Following are details regarding the overall valuation of the Company's fleet of aircraft
A. Introduction
IAS 36 sets out the rules for accounting, presentation and disclosure required in the event of impairment
of assets .
The purpose of the standard is to prescribe procedures that the corporation must implement in order to
ensure that its assets are not presented in amounts higher than recoverable amounts. An asset is
presented in the financial statements at an amount higher than its recoverable amount, with its book
value exceeding the amount that will be received from the value in use or realization of the asset. If the
asset is impaired, IAS 36 requires a corporation to recognize loss from impairment .
The document below presents the main points of the valuation performed by the management of El Al
Israel Airlines Ltd. (hereinafter “El Al” or the “Company”) in order to determine whether the
impairment of assets of the aircraft fleet (hereinafter: the “Aircraft Fleet”) must be recognized based on
IAS 36, in accordance with the directive of the Securities Authority .
The following document presents the key principals of the valuation performed by the
management of El Al Israel Airways Ltd. (hereinafter – "El Al" or "the Company") in order to
determine whether it should recognize an impairment of its fleet of aircrafts (hereinafter –
"Aircraft Fleet") pursuant to IAS 36, and in accordance with the directives of the Securities
Authority.
The document was prepared in accordance with a directive of the Israel Securities Authority
pursuant to Regulation 8b of the Securities Regulations (Periodic and Immediate Reports),
5730-1970.
The group of assets for which the test was carried out includes the 26 aircraft owned by the Company.
In addition, the cash flows used in determining the recoverable amount of the aircraft fleet also includes
the positive and negative cash flows in respect of 14 leased aircraft of the Company, which constitute
an integral part of the Company's cash-generating unit (including lease payments in respect thereof). It
is emphasized that the group of assets does not include aircraft that will be acquired or leased by the
Company as part of the procurement plan (except for two Boeing 787-9 aircraft, which were
commissioned by the Company until December 31, 2017; see note 9(d) of the financial statements). If
these aircrafts had been included in the calculation of the value-in-use compared to the carrying amount
of the aircraft, due to the significant positive contribution which these aircrafts are expected to generate
(regarding the accounting judgment, see below, as well as notes 2(c)(5) and 9(d) of the financial
statements). In addition, the Company's headquarters' assets were added to the group of assets.
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D. Appraiser
In general, the valuation is performed by El Al's management. It should be noted that the weighted
capital price of the Company (WACC), which constitutes part of the assumptions on the basis of which
the valuation was made, was calculated by Giza, Singer, Even Ltd.
E. The circumstances in respect of which the valuation was performed pursuant to IAS 36:
The actual contribution data was lower than the data that was used in previous works to calculate the
recoverable amount, including the testing made on March 31, 2017.
In addition, the book value of the aircraft fleet is higher than the aggregate market value of the aircraft
of which it is comprised, as appears in the price lists published by AVAC - The Aircraft Value Analysis
Company and by AIRCLAIMS- Ascend worldwide and the estimates of the Company’s management.
F. Valuation method:
The valuation was performed on the basis of the cash flow discounting method. According to this
method, the estimated cash flow for the Company from the use the aircraft fleet were discounted. The
following are the main assumptions used in the valuation:
The expected contribution from the aircraft fleet is based on the Company's budget for 2018 (net
of theoretical tax) and the Company's projections regarding the development of its revenue in the
years 2019 and 2020, while the results for 2020 are projected forward over the economic life of the
aircraft fleet, in line with the economic parameters during the forecast period. The cash flow from
the Company's aircraft fleet is for a defined and finite period of time, until the date of
commissioning of the existing aircrafts.
Due to the fact that the valuation of such use is performed for the Company’s existing aircrafts,
and since the replacement of part of the Company's wide-body aircraft fleet with Boeing 787
aircrafts is a material and exceptional investment during the course of the Company’s ordinary
business, in a manner that will materially change the nature of the expected cash flows from the
aircraft fleet, including the composition of income and expenses, the cash flows that are expected
to be generated from the future aircrafts were not taken into account, including the projected
investments in the acquisition and commissioning of said aircraft, and including any potential
negative effects to the cash flow from the Company's existing fleet, as a result of the aforesaid
procurement plan. It is noted that the value-in-use takes into account the effect of the Company's
new plan for its flights to European destinations, including the replacement of seats in some of its
narrow-body aircraft and the investment in respect thereto, the revised pricing model and the
cancellation of the UP brand.
The useful life of the aircraft is determined based on the projected decommissioning dates for each
airplane which, among others, takes into account decommissioning dates as a result of the
procurement plan for Boeing 787 models; and with respect to leased aircraft, based on the
Company's projected use of these aircraft taking into account, among others, existing leasing
agreements, any extension options, and based on past experience, as follows: for the 777 fleet - 8.3
years of activity on average, for the 747 fleet - 1 year of activity on average, for the 737-900 fleet -
17 years of activity on average, for the 737-800 fleet - 9 years of activity on average for the owned
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aircraft and 3.8 years of activity on average for the leased aircraft, for the 767 fleet – 2 years of
activity on average and for the 787 fleet – 17.7 years of activity on average.
The residual value at the end of the useful life of the aircraft was calculated based on the
projections of AVAC and AIRCLAIMS, and the Company's assessments, inter alia, depending on
the condition of the airplanes and engines on their respective decommissioning dates, amounts to
USD 61 million (discounted values).
Estimated cash flow from operations: according to the assessment performed as stated, the net cash
flow from the operation of the aircraft fleet (net of theoretical tax) in 2018 is expected to amount
to USD 126 million, in 2019 – USD 55 million, in the period 2020-2026 – USD 70 million in each
of the years, in the period 2027-2029 – USD 52 million in each of the years and in the period
2030-2036 – USD 62 million in each of the years. This cash flow was calculated based on the
projected revenue from the aircraft fleet, according to their respective decommissioning dates
(without taking into account substitute aircraft), less variable fees and expenses and less fixed
expenses such as security, maintenance, operating and sales expenses, which can be allocated to
the cost of operation of the aforesaid aircraft, and less other operating expenses.
Discount rate: In order to discount the expected cash flows from the operation of the aircraft fleet
and to discount their residual values, a discount rate was used that reflects the operating risk of the
aircraft fleet, based on the weighted average cost of capital of the Company. The discount rate was
calculated by Giza-Singer Even Ltd., and the calculation is attached to this appendix. The discount
rate was set at 6.6% after tax, reflecting a pre-tax discount rate of 7.3%.
G. The value determined by the discounted cash flow method for the Company’s aircraft fleet (in
USD millions):
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 Total
Total
discounted
7 797
cash flow 122 50 60 60 70 65 62 58 40 28 27 25 28 26 24 23 22
Total value of
discounted 4 6 11 12 7 2 6 6 7 61
residual value
Total value-in-use of the aircraft fleet based on the discounted cash flow method: USD 858 million
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The following is a sensitivity analysis for the value-in-use of the aforementioned aircraft fleet with
respect to a change in the discount rate and a change in the cash contribution, which in the
Company's opinion are key factors that may change the estimated value-in-use data (USD, million):
H. Summary
The table below presents the valuation of the Company's aircraft fleet as of December 31, 2017:
Relevant
Assessment accounting Total value-in-use of
Work performed date standards Work method the aircraft fleet
USD, million
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USD, million
844 858 No
It is noted that in the annual financial statements for 2017, the Company estimated the recoverable amount at
USD 858 million, which is USD 190 million lower than the recoverable amount that was calculated for the
financial statements as of March 31, 2017 ("the previous valuation"), based on the assumptions and
assessments that were available to the Company at the time (May 2017). The decline in the value-in-use is
mainly due to lower contribution of the aircraft fleet, due to growing competition, an increase in jet fuel
prices and an increase in the Company's fixed operating expenses, due to the shekel's appreciation against
the dollar, all in relation to the assumptions and information that existed when the previous valuation was
made. It is also noted that if the Company had taken into account, in the calculation of cash flows from its
aircraft fleet, the cash flows from the 787 aircraft (which have not yet been commissioned), the value-in-use
would have exceeded the actual value-in-use, primarily due to the operating efficiency of these aircraft.
The expected contribution from the aircraft fleet is based on the Company's budget for 2018 (net of
theoretical tax) and the Company's projections regarding the development of its revenue in the period
2019- 2020, while the results for 2020 are projected forward over the economic life of the aircraft fleet,
in line with the economic parameters during the forecast period. The cash flow from the Company's
aircraft fleet is for a defined and finite period of time, until the date of commissioning of the existing
aircrafts.
If the aforesaid assumptions are not realized, the valuation may change and the Company may
consequently be required to record a write-down due to impairment.
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Table of Contents
Page
Financial Statements:
We have audited components of internal controls over financial reporting of El Al Israel Airlines Ltd. and its
subsidiaries (hereinafter together: “the Company”) as of December 31, 2017. These control components have
been determined as explained in the following paragraph. The Company's board of directors and management
are responsible for maintaining effective internal controls over financial reporting, and for evaluating the
effectiveness of the internal controls over financial reporting which is included in the periodic report for the
date in question. Our responsibility is to express our opinion on the internal control elements of the Company’s
financial reporting based on our audit.
Components of internal control of financial reporting inspected were determined according to Audit Standard
104 of the Institute of Certified Public Accountants in Israel “Inspection of Components of Internal Controls
for Financial Reporting” and its amendments (hereinafter: “Audit Standard 104”). These components are,
excluding subsidiaries: (1) organization-level controls, including controls of the process of preparing and
closing financial reporting and general controls of information systems; (2) controls of passenger revenues
from the sale of flight tickets; (3) controls of frequent flyer club; (4) controls for fixed assets - aircraft, engines
and spare parts; (5) controls for fuel expenses; (6) controls for salary expenses for employees in Israel; (7)
controls for actuary calculations for Israeli employees (all of the above together are referred to as the “Audited
Control Components”).
We have conducted our audit in accordance with Audit Standard 104. According to this standard, we were
required to plan the audit and carry it out with the aim of identifying the inspected control components and
achieve a reasonable level of assurance as to whether these control components were upheld effectively in all
material respects. Our audit included obtaining an understanding of the internal controls over financial
reporting, evaluations of the risk of the presence of any material weakness in the inspected control components,
as well as testing and evaluating those control components based on the evaluated risk. Our audit, regarding
those control components, also included additional procedures that we believed to be necessary under the
circumstances. Our audit referred solely to the audited control components, unlike an internal audit on all
processes material to financial reporting, and therefore our opinion refers to the audited control components
only. Furthermore, our audit did not refer to mutual influences between audited and unaudited control
components and therefore, our opinion does not bring such negative impacts into account. We believe that our
audit provides a sufficient basis for our opinion in the context described above.
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Due to their understandable limitations, internal controls over financial reporting in general and components
thereof in particular, may fail to prevent or discover a misrepresentation. Likewise, conclusions regarding the
future based on any present effectiveness assessment may be exposed to the risk that the controls become
inappropriate due to changes in circumstances or that the application of the policy or the procedures changes
to the worse.
In our opinion, the Company has upheld in an effective manner, in all material respects, its audited control
components as of December 31, 2017.
We have also conducted an audit, in accordance with generally accepted Israeli auditing standards, of the
Company’s Consolidated Financial Statements for December 31, 2017 and 2016 and for each of the three years
of the period ending December 31, 2017 and our report, published March 20, 2018, includes our unreserved
opinion of those Financial Statements, as well as directing attention to exposure of the Company to class
actions, based on our audit and on the reports of the other auditing accountants.
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We did not audit the financial statements of consolidated subsidiaries, the assets of which included in the consolidation
represent approximately 0.4% and 0.3% of total consolidated assets as of December 31, 2017 and 2016, and whose income
included in consolidation constitute 1.1%, 1.0% and 0.9% of total consolidated income for the years ending December
31, 2017, 2016 and 2015, respectively. Furthermore, we did not audit the financial statements of an associated company
on an equity basis, the investment in which amounted to a total of USD 16,508,000 and USD 15,093,000 as of December
31, 2017 and 2016, respectively, and the Company's share of its results for the year ending December 31, 2017, 2016 and
2015 amounted to a total of USD 944,000, USD 1,646,000 and USD 821,000, respectively. The financial statements of
these companies were audited by other accountants, the statements of whom have been produced to us and our opinion,
inasmuch as it refers to sums included for the companies, is based other reports from these other accountants.
We conducted our audit in accordance with generally accepted Israeli auditing standards, including standards set in the
Accountants Regulations (Accountant’s Method of Operation), 5733-1973. These Standards require that we plan and
perform the audit with the aim of obtaining reasonable assurance that the Financial Statements are free of any material
misstatement. An audit includes examining, on a sample basis, evidence supporting the amounts and disclosures in the
financial statements. The audit also includes an examination of the accounting rules implemented and of the material
estimates made by the Company’s board of directors and management, as well as an evaluation of the propriety of
presentation on the Financial Statements as a whole. We are of the opinion that this audit and the reports of the other
accountants provide an adequate basis for the provision of our professional opinion.
In our opinion, based on our audits and the reports of other accountants, the Financial Statements referred to above
adequately reflect, in all material respects, the financial status of the Company and its subsidiaries as of December 31,
2017 and 2016 and the results of their operations, changes in equity and their cash flows for each of the three years in the
period ended on December 31, 2017, in accordance with International Financial Reporting Standards ("IFRS") and with
the provisions of the Israeli Securities Regulations (Annual Financial Statements), 2010.
Without qualifying the above conclusion, we direct your attention to the contents of note 15b of the financial Statements
regarding exposure to the certification of class actions and the Company’s exposure to these class actions.
We have also audited, in accordance with Audit Standard 104 of the Institute of Certified Public Accountants in Israel
“Audit of Internal Control over Financial Reporting,” as amended, internal control over the Company’s financial reporting
as of December 31, 2017, and our report dated March 20, 2018 includes an unqualified opinion regarding the effective
fulfillment of these components.
As of December 31
Note 2017 2016
USD thousands
Assets
Current assets
Cash and cash equivalents 3 239,347 180,756
Shorts term deposits 4 46,397 30,878
Costumers and other receivables 5 182,414 *166,674
Derivative financial instruments 18 12,919 17,959
Prepaid expenses 6 22,687 20,592
Inventory 7 14,662 18,340
Non-current assets
Long-term deposits 4 24,824 *21,269
Long-term investments 8 23,754 23,830
Fixed assets and intangible assets 9 1,199,748 1,169,563
Derivative financial instruments 18 5,366 4,960
Prepaid expenses 6 7,732 5,582
Assets in respect of employee benefits 14 71,558 59,653
(*) Reclassified
The notes to the Consolidated Financial Statements constitute an integral part hereof.
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As of December 31
Note 2017 2016
USD thousands
Current liabilities
Short-term credit and current maturities 13 195,924 180,899
Trade payables 176,173 135,655
Accounts payable 11 68,073 59,858
Provisions 15 39,006 17,846
Employee severance pay liabilities 14 114,856 95,606
Unearned revenue 12 362,326 313,361*
Non-current liabilities
Loans from banks and others 13 402,059 426,524
Employee severance pay liabilities 14 87,235 73,809
Long-term credit balances 18 5,736 4,499
Deferred tax liabilities 16 87,233 86,218
Unearned revenue 12 34,597 41,730
Shareholders' equity 17
Share capital 155,012 155,012
Premium and capital reserves 277,571 279,379
Accumulated deficit )154,599( )150,340(
Total equity attributable to the Company's owners 277,984 284,051
Non-controlling interests 206 -
* Reclassified
Eli Defes - Chairman of the Board of Gonen Usishkin - CEO Dganit Palti - CFO
Directors
Date of approval of the financial statements: Ben Gurion Airport, March 20, 2018
The notes to the Consolidated Financial Statements constitute an integral part hereof.
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* Reclassified
The notes to the Consolidated Financial Statements constitute an integral part hereof.
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Other comprehensive income (loss) for the year )3,597( 38,823 1,553
Total comprehensive profit (loss) for the year 2,073 119,517 108,087
* Reclassified
The notes to the Consolidated Financial Statements constitute an integral part hereof.
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Balance as of January 1, 2017 155,012 35,554 237,122 17,464 - )575( )10,186( )150,340( - 284,051
Total comprehensive profit (loss) for the year - - - )3,662( 177 1,767 )1,879( 5,676 )6( 2,073
Total equity as of December 31, 2017 155,012 35,554 238,911 13,802 177 1,192 )12,065( )154,599( 206 278,190
The notes to the Consolidated Financial Statements constitute an integral part hereof.
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Balance as of January 1, 2016 155,012 35,554 237,122 )30,554( )983( )583( )197,633( 197,935
Total comprehensive profit (loss) for the year - - - 48,018 408 )9,603( 80,694 119,517
Total equity as of December 31, 2016 155,012 35,554 237,122 17,464 )575( )10,186( )150,340( 284,051
* Reclassified
The notes to the Consolidated Financial Statements constitute an integral part hereof.
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Balance as of January 1, 2015 155,012 28,007 237,122 7,547 )33,228( )846( 401 )279,427( 114,588
Total comprehensive income (loss) for the year - - - - 2,674 )137( )984( 106,534 108,087
Total equity as of December 31, 2015 155,012 35,554 237,122 - )30,554( )983( )583( )197,633( 197,935
* Reclassified
The notes to the Consolidated Financial Statements constitute an integral part hereof.
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Effect of exchange rate fluctuations on cash balances held in foreign 3,662 )780( 862
currency
Balance of cash and cash equivalents at beginning of year 180,756 112,668 54,681
Balance of cash and cash equivalents at end of year 239,347 180,756 112,668
The notes to the Consolidated Financial Statements constitute an integral part hereof.
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The notes to the Consolidated Financial Statements constitute an integral part hereof.
1
The Company classifies cash flows in respect of interest and dividends it received as well as cash flows in respect of interest
paid as cash flows used in or provided by operating activities
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El Al Israel Airlines Ltd.
Notes to the Consolidated Financial Statements
Note 1 - General
El Al Israel Airlines Ltd. mainly operates in the field of transport of passengers and cargo, including luggage and
mail, on scheduled flights and charter flights (through the subsidiary Sun D’Or) between Israel and foreign
countries.
In addition, the Company is engaged in providing maintenance services at its home airport, sale of duty-free
products and - through investees - in related activities, mainly the production and supply of airline meals and
management of several travel agencies abroad. For information on the Group’s operating segments, see Note 20.
In the matter of signing an agreement with aircraft manufacturer the Boeing Company (hereinafter: “Boeing”) for
the purchase of 787-9 and 787-8 aircraft, as well as signing agreements with aircraft leasing companies, pursuant
to which the Company would lease additional planes of the same models, see Note 9d.
a. Statement regarding the implementation of International Financial Reporting Standards (IFRS) and
Securities Regulations:
The Company's Financial Statements have been prepared in accordance with International Financial
Reporting Standards (hereinafter: the “IFRS Standards”) and interpretations thereof issued by the
International Accounting Standards Board (IASB), and in accordance with the Securities Regulations
(Annual Financial Statements), 5760-2010 (hereinafter – “the Financial Statement Regulations”).
In accordance with Article 4 of the Periodic and Immediate Reports Regulations, the Company did not
include separate financial information to these Financial Statements as per Article 9c of the Securities
Regulations (Periodic and Immediate Reports), 5730-1970, in light of the negligible influence the investees’
financial statements have on the Company’s Consolidated Financial Statements. The criteria used by the
Company in this decision are the scope of data of the subsidiaries from the Company’s total assets,
revenues, profits and cash flows from current activities (under 5%).
The Company's Consolidated Financial Statements and those of each of its subsidiaries are prepared in the
currency of the primary economic environment in which they operate (hereinafter – the “Functional
Currency”), while the Group’s consolidated Financial Statements are presented in dollars – the Company’s
Functional Currency, as this currency is used to denote most of the Company’s income and expenses,
including the purchase and financing of its aircraft.
Transactions executed in currencies other than said company's Functional Currency are recorded at the
exchange rates effective as of the transaction date. At the end of each reporting period, financial items
denominated in other currencies are translated using the exchange rate effective as of that date. Exchange
rate differences are recognized in the Statement of Profit and Loss in the period in which they were
generated (except for exchange rate differences for investees – see Note 21b).
(1) General:
In applying the Company’s accounting policy, the Company’s management is, at times, required to
exercise considerable accounting discretion with regard to estimates and assumptions used in
determining the value of assets and liabilities in the Financial Statements. These estimates and related
assumptions are based on past experience and other factors deemed relevant. Actual results may differ
from these estimates. Below are details on critical accounting estimates and judgments made by the
Company's management in these financial statements.
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El Al Israel Airlines Ltd.
Notes to the Consolidated Financial Statements
In order to examine the exposures arising from claims filed against the Company, and to determine the
probability that they will be realized to the Company's detriment, the Company’s management relies on the
opinion of legal and professional advisors. After the Company's advisors form their legal opinion and the
Company's probability with regard to the subject of the claim, whether the Company would have to bear its
outcome or may postpone it, the Company’s management estimates the amount to be included in the financial
statements, if any, based on the Company management’s best estimate regarding the sum needed to clear the
obligation. The results of the proceedings may be different from the estimates of the Company’s management,
and thus materially impact its financial state and the results of the Company’s operations.
For details regarding the contingent liabilities and provisions as of December 31, 2017, see Note 15.
The present value of the Company's severance pay liability for some of its Israeli employees, for vacation
payment for all Israeli employees, as well as for other benefits including pension plans for some local
Company employees in the U.S. and UK, is based on large amounts of data determined based on actuarial
estimate, using actuary assumptions. Changes in actuarial assumptions may impact the appraised value of
the Company’s liabilities for payment of the benefits as stated. Accordingly, the Company reviews the
actuarial assumptions that are used in calculating the various commitments. For details of the actuarial
assumptions and a sensitivity analysis thereof, see Note 14.
Company aircraft and engines are amortized throughout their useful lives, taking their residual value into
account. As stated in note 9 below, the estimated useful life of the Company’s aircraft and engines, as well
as their residual values, is determined in accordance with management's plans and estimates regarding the
manner of use of the aircraft fleet as well as in accordance with market estimates regarding the amounts of
sale of equipment upon removal from service, among others, on the basis of aircraft price lists published
from time to time.
Actual changes in the useful life and/or the residual value may lead to material changes in the Company’s
depreciation rates and depreciation expenses. See note 9(a)(2).
As stated in Note 9 below, in estimating value in use, the Company estimates future cash flows expected to
arise from extended use of the Company’s aircraft and their realization at the conclusion of the usage period,
and discounts them to their current value using a discount rate reflecting the operational risk of the aircraft
fleet based on the Company’s weighted discount rate. It is noted that in accordance with the Company's
accounting policy and the Company's judgment, the Company decided to exclude from the estimated value-
in-use the expected cash flows from the procurement plan for 787 aircraft (except for two aircraft which, as
of the financial position statement date, became operational), since the aforesaid procurement plan
constitutes a material and irregular investment, which is expected to substantially improve the cash flows
that are likely to be generated from the aircraft, in relation to the current condition of the aircraft fleet.
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El Al Israel Airlines Ltd.
Notes to the Consolidated Financial Statements
Regarding the key assumptions used in calculating the cash flow capitalization, see Note 9(a)(4). Material
differences in these estimates, or a part thereof, may impact the value-in-use of these aircraft.
In order to calculate the balance of unearned revenues for frequent flyer points accumulated as of the report
date and unused as of yet, the Company relies on the prices of the products to which these points can be
converted, while taking into account the number of points that need to be converted in order to purchase
these products in exchange for points, and the Company’s experience regarding the use of these points.
Changes in management’s estimates regarding the value of a point and the rate of non-exercise of these
points may affect the timing of revenue recognition.
d. IFRS 15 - “Revenues from Contracts with Customers” (hereinafter – "the New Standard")
The New Standard, which will become effective as of the financial statements for the first quarter of 2018,
established a uniform and comprehensive mechanism that governs the accounting treatment of revenues from
contracts with customers. Consequently, the Company examined the measurement and timing of recognizing its
revenues (and the related transaction costs). Below is a description of the estimated effects on the Company's
financial position as of the date of change, and the reasons thereto:
(1) Revenue in respect of the non-use of airline tickets and customer compensation
In line with IAS 18 (hereinafter – "the Old Standard"), the Company recognizes revenue in respect of airline
tickets that were not used on the date in which it anticipates, based on past experience, that there is a slim
chance these tickets will be used. In accordance with the New Standard, this revenue is recognized over a
period (corresponding to the dates of use of the airline tickets), commencing from the sale date. The
implications of this change are that revenue recognition in respect of unused airline tickets will be moved
up.
Likewise, in accordance with the New Standard, compensation to customers for failure to provide service as
required by the original contract (such as: flight cancellation/delay) will be accounted for as a decrease in
revenue, while according to the old standard, this compensation is recognized as an expense. The amount of
decrease in revenue will be based on the amount of cash compensation or the price of alternative airline
tickets, net of estimated breakage. For reasons of materiality, the Company has decided not to link between
the original airline ticket and the award ticket when attributing costs. Regarding the effect on the statement
of income, if the provisions of the new standard were applied in 2017, the Company would recognize a USD
20 million decrease in revenue and a corresponding decrease in operating expenses. It is noted that there are
ongoing discussions between representatives of IAWG – Industry Accounting Working Group and the IASB,
to review the possibility that the compensation of passengers which is required by current regulations, will
continue to be recognized as an expense under the New Standard. Prior to the publication of its financial
statements for the first quarter of 2018, the Company will revise its accounting policy, based on the
forthcoming resolution on the matter, among others, in light of the recommendation of these discussions. In
respect of these two components, the Company's prepaid expenses are expected to decrease by USD 48.2
million.
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El Al Israel Airlines Ltd.
Notes to the Consolidated Financial Statements
d. IFRS 15 - “Revenues from Contracts with Customers” (hereinafter – "the New Standard") (cont.):
In accordance with the old standard, commissions paid to agents are recognized as prepaid expenses as
incurred, and are recognized in profit and loss (amortized) on the flight date. In addition, based on existing
standards, credit card fees are not accounted for as transaction costs and are therefore recognized as an
immediate expense. In line with the new standard and since the Company decided not to apply the relief
whereby transaction costs may be recognized as an immediate expense, credit card fees will be accounted
for as transaction costs, i.e. they will be deferred and recognized as an expense on the flight date and not on
the payment date, while agent commissions will continue to be recognized as an expense on the flight date
(unchanged). It is further noted that based on an examination conducted by the Company, costs related to
the distribution system do not constitute transaction costs and shall therefore continue to be recognized as an
immediate expense.
In addition, agent commissions which under the old standard were accounted for as a liability in respect of
Frequent Flyer Club points and therefore recognized as deferred costs (an asset), under the New Standard,
are attributed to the original performance obligation, i.e. the original flight, and are not attributed to the
Frequent Flyer Club liability.
The following table presents the estimated quantitative effect on the statement of financial position as of
January 1, 2018:
Total
Liability Liability increase
(asset) under (asset) under (decrease) in
IAS 18 IFRS 15 equity
Affected item Items USD, million
The service is sold by the Company but carried out by other airline companies. In line with the old standard,
Interline revenues are presented on a net basis, that is, the Company collects the proceeds from the
transaction, transfers to the other airline its share, and recognizes income in respect of the difference between
them. In accordance with the New Standard, no change is expected in revenue from passenger transport.
However, revenue from cargo transport will be recognized on a gross basis, meaning the sale to the customer
will be recognized as full income, while payment to the other airline will be recognized as an expense, since
in cargo transactions (in contrast to passenger flights) the Company is also the main supplier for the flight
segments carried out by other airline companies. If the provisions of the new standard were applied to cargo
revenue for 2017, the Company’s turnover would be expected to grow by USD 6 million against a
corresponding increase in operating expenses.
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El Al Israel Airlines Ltd.
Notes to the Consolidated Financial Statements
d. IFRS 15 - “Revenues from Contracts with Customers” (hereinafter – "the New Standard") (cont.):
It is noted that while reviewing the effect of the provisions of the New Standard, the Company also reviewed
the their impact on the attribution of revenue to customer clubs, on the components of marketing in the sale
of frequent flyer points to partners and its impact on the recognition of revenue from handling and change
fees, the Company examined the quantitative effect of these issues and found them to be immaterial.
Therefore, the accounting policy concerning these matters will not change.
In addition, the standard sets forth extensive disclosure obligations regarding contracts with customers, the
significant estimates and the changes thereto, in order to allow the readers of the financial statements to
understand the nature, quantity, timing and reliability of the revenue and the cash flows of the Company.
In accordance with the transitional provisions that were elected by the Company's management, the
comparative figures in the statement of income will not be adjusted, while the cumulative effect in respect
of prior periods (in the amount of USD 36.8 million) will result in an increase in the Company's equity as of
January 1, 2018.
The Company does not have any financial covenants, the compliance with which could be affected by
application of the New Standard, and it is likewise not expected to have any impact on the Company's
agreements.
(1) General
The new standard, which will take effect as of January 1, 2019 supersedes IAS 17 "Leases" and the
interpretations thereto, and provides that leases (on the part of the lessee) will be treated in a manner similar
to the purchase of an asset (excluding leases for periods of less than one year that are immaterial to the
company), such that the discounted value of the future lease fees will be recorded as a “right to use the asset,”
which will be included in the statement of financial position, in the section of non-current assets, and be
reduced to profit and loss over the lease term against the recording of a financial liability that reflects a loan
from the lessor, which will be measured at reduced cost based on the effective interest method.
In light of this, all of the aircraft leases of the Company that are currently treated as operating leases, as well
as certain additional leases such as structures, including the campus area in Ben Gurion Airport, which is
leased by the Company from the Airport Authority, facilities and vehicles, which are leased by the Company,
will be recognized upon the implementation of the New Standard as assets and liabilities in the Company’s
statement of financial position.
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El Al Israel Airlines Ltd.
Notes to the Consolidated Financial Statements
As of January 1, 2019
Boeing 737-800 and 767 aircraft 68.6 79.4 10.8
Boeing 787 aircraft 419.4 400.2 )19.2(
Real estate properties in Israel and abroad
(including the "El Al Campus") 150.0 135.9 )14.1(
(3) Estimated impact on the Company's profit and loss and on its cash flow statement:
The table below includes the estimated impact of implementing the New Standard on the Company's profit
and loss for 2019, as well as its cash flows from operating activities for the same year. These estimates have
taken into account the same leases that were brought into account when estimating the impact on the
Company's assets and liabilities, as set forth above.
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El Al Israel Airlines Ltd.
Notes to the Consolidated Financial Statements
The discount rates used in the above calculations are based on the lessee's incremental cost of debt
(the financing cost relating to the transaction), in each lease, depending on the amount of the lease,
its average life and the nature of the leased asset. The discount rates range between 3.1% and 5.5%.
At this stage, the Company expects that it will apply the standard retroactively and partially, so that
as at the transition date, the liability is measured by the current value of the cash flows that are
expected to be generated at the date of transition to the new standard, while the right-to-use asset is
measured at its amortized value, assuming, as far as the measurement is concerned, that the standard
will be applied to the lease from its inception. The cumulative impact of the retroactive
implementation, as stated, will be included in the Company's retained earnings on the transition
date, as specified above.
The Company does not have any financial covenants, the compliance with which could be affected
by the implementation of the new standard, and it is not expected that the implementation of the
standard will have any impact on any of the Company's contracts.
The above analysis does not include additional leases, in immaterial amounts, in respect of the
Company's cars, specified real estate properties overseas and its subsidiaries. The above will be
supplemented as part of the Company's preparation to implement the new standard during 2018.
It is emphasized that the information presented in this note regarding the effects of first-time
implementation of the standard constitutes an assessment, which is based on the current
mapping of the Company's lease agreements, and reflects the Company's understanding of
the provisions of the standard at this stage. The quantitative data that will be included in the
financial statements for the period of initial implementation of the standard may differ from
the Company's current assessment. At the same time, in management's opinion, the above
analysis is a reliable indication of the Company's understanding of the implications of the new
standard on its financial statements, on the aforesaid dates.
Regarding the future lease fees, which are expected to be paid by the Company in respect of existing
leases (including signed lease agreements for the Boeing 787 aircraft that have not yet come into
force), see note 10(e).
Composition:
As of December 31
2017 2016
USD thousands
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El Al Israel Airlines Ltd.
Notes to the Consolidated Financial Statements
Note 4 - Deposits
Composition:
As of December 31
2017 2016
USD thousands
(1) A Nis deposit deriving from the proceeds of option exercises (Series 1) received by the Company as part of
the issue of shares, as described in Note 14(c)(2).
(*) Reclassified
a. Accounting policy
The Company’s trade receivables are reviewed for indications of impairment on each balance sheet date. Such
impairment occurs when there is objective evidence that as a result of one or more event, the chances of
collecting customers' debt have deteriorated. Such evidence may include, inter alia, significant financial
difficulties on behalf of the debtor or failure to meet current payments.
During impairment, the carrying value of trade receivables is amortized while using an account for doubtful debt
provisions. The provision is calculated specifically (the Company does not make a general provision due to
materiality; therefore, the implementation of the financial part of IFRS 9 "Financial Instruments", as of the
financial statements for Q1/2018, which discusses the impairment of financial assets, is not expected to result in
material impact on the Company's financial statements). When the Company estimates that these debts are not
collectible, the debts are written off against the provision account.
b. Composition:
As of December 31
2017 2016
USD thousands
Customers:
Open accounts (see (3) below) 105,263 98,976
Credit card companies 33,571 32,868
138,834 131,844
Less - provision for doubtful debts (most of them over 90 days) )5,654( )5,630(
133,180 126,214
Other receivables (see Section e. below) 49,234 40,460
* Reclassified
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El Al Israel Airlines Ltd.
Notes to the Consolidated Financial Statements
b. Composition (cont.):
(1) The average credit period for Company services provided is 27 days (in 2016: 27 days).
(2) The average debt period of overdue trade receivables as of December 31, 2017, is 56 days (as of
December 31, 2016 – 57 days).
(3) The Group's receivables, includes several types of customers in Israel and abroad: IATA agents
(agents that pay through the IATA bank clearance system) and business customers (private
customers that purchase tickets through payments in cash or credit cards). The credit rating of IATA
agents is established in accordance with the parameters of IATA's bank clearance system (BSP for
passenger agents and CASS for cargo agents abroad). The entities in question require bank
guarantees for these agents in accordance with IATA rules. In addition, the Company purchased
insurance policies against the credit risk of IATA agents in Israel as well as credit risk insurance for
some of its business customers. These insurance policies do not cover all the Company's exposure
to credit risk.
In determining the reasonability of repayment of trade receivables, the Group examines changes in
the quality of the customer’s credit from the date of granting the credit and until the reporting date.
The total credit risk is limited due to the large customer base, and its division into various sectors
and geographical areas, as well the relatively short credit period.
c. Overdue trade receivables for which no provision for doubtful debts was included:
As of December 31
2017 2016
USD thousands
e. Other receivables:
As of December 31
2017 2016
USD thousands
*/** Reclassified
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El Al Israel Airlines Ltd.
Notes to the Consolidated Financial Statements
Agent commissions referring to revenues not yet recognized (including in respect of Matmid Frequent Flyer points)
are included in the financial statements under “prepaid expenses” and recognized as selling expenses in the statement
of income, with a commensurate recognition of revenue from the flights in respect of which commissions were paid.
Regarding IFRS 15, see note 2(d)(1) above.
As of December 31
2017 2016
USD thousands
Current expenses:
Fees in respect of unused air tickets 13,672 11,972
Fees in respect of Matmid Frequent Flyer Club points 1,902 1,693
Aircraft leasing - 3,331
Other 7,113 3,596
22,687 20,592
Non-current expenses:
Note 7 - Inventory
Composition:
As of December 31
2017 2016
USD thousands
a. Composition:
As of December 31
2017 2016
USD thousands
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El Al Israel Airlines Ltd.
Notes to the Consolidated Financial Statements
b. Investments in associates:
An associate is an entity over which the Company has significant influence, but no control. Significant influence
is the right to participate in decision making with regard to financial and operational policies of the associated
company. In testing the existence of significant influence, potential voting rights, which can be realized or
immediately converted to the shares of the investee, are taken into account. The Company holds 15% of the
shares of “Cargo and Handling Terminals Ltd.” (Maman). Since the Company has options for Maman shares
which may lead to holdings of 25% of Maman’s shares if exercised, and the Company is entitled to exercise
them immediately and have a material impact, the Company recognizes Maman as an associated company.
The Group examines whether indications for impairment of this investment exist, based on objective evidence
that the future cash flows expected from the investment were negatively impacted and since its shares are traded
on the Tel Aviv Stock Exchange, an examination is made based on the changes in the price of Maman’s shares.
As of December 31, 2017, the investments include joint ventures, which operate in conjunction with the
subsidiary “Cockpit Innovations Ltd." (for additional information see note 21(a)(6)), which in return holds
capital instruments in these ventures (mainly start-up companies), as well as an investment in "Sita" in the
amount of USD 259 thousands. As of December 31, 2016, this investment amounted to USD 1.2 million.
Note 9 - Aircraft, flight equipment, other fixed assets and intangible assets
a. Accounting policy for write-down and impairment testing of the Company’s aircraft and flight
equipment:
(1) General:
The Company’s fixed assets largely consist of the Company's aircraft and flight equipment (such as engines,
including spare engines, spare parts and accessories, etc.). In addition to these, the fixed assets include the
Company's buildings and facilities, transportation equipment, furniture and computers. Fixed asset items
are presented in the balance sheet at cost, net of accumulated amortization.
The cost of aircraft includes the costs necessary for the acquisition of the aircraft, including commissioning
costs. Additional expenses incurred by the Company following the commissioning of new aircraft are
included in the "cost of Company aircraft", if they constitute an asset that will be used by the Company
over several periods (significant addition or upgrade in the performance or shape of the aircraft). Current
maintenance costs are recognized in the statement of income as incurred.
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El Al Israel Airlines Ltd.
Notes to the Consolidated Financial Statements
Note 9 - Aircraft, flight equipment, other fixed assets and intangible assets (cont.):
a. Accounting policy for write-down and impairment testing of the Company’s aircraft and flight equipment
(cont.):
The Company’s aircraft are depreciated while being separated into two components with significant cost –
the fuselage and the component of the general renovation cost (“overhaul”) of the aircraft engine, called
“potential.” The fuselage, including the part of the engine that is not potential, is amortized on a straight
line over its anticipated useful life while taking into account the expected residual value at the end of the
period, as it appears on the accepted aircraft price lists, which estimate the value of the aircraft for the year
in which the management expects the Company’s use of the same aircraft to end. The engine potential is
amortized based on the actual engine hours compared to the expected engine hours until the date of the next
overhaul (or the date on which the engine is decommissioned, as applicable).
In cases where the Company has entered into engine overhaul agreements of an insurance nature, the
Company records expenses (other than depreciation) as specified in the insurance agreements, and the cost
of general overhaul is incurred by the insurer. In these cases, the potential component is not amortized, so
that the separate component is its expected residual value at the end of the engine's projected use.
The Company's aircraft are depreciated over a period of 20 to 25 years. It is noted that the Company's
Boeing 747-400 and 767-300 aircraft, are depreciated in accordance with a plan for their decommissioning
by the Company (by 2020), concurrent with the procurement plan set forth below.
During the third quarter of 2017, in view of updated management plans, the Company extended the useful
life of some of its Boeing 777 aircraft and accordingly, revised the residual value of said aircraft. As a result
of the change in estimate, as stated, depreciation expenses decreased by USD 2.5 million per quarter,
commencing from the third quarter of 2017.
The residual values, depreciation methods and useful life are reviewed by the Company’s management on
an ongoing basis. Changes in these estimates are accounted for “prospectively.”
The cost of consumable and repairable accessories and spare parts is determined using the weighted moving
average method and recognized as an expense when these items are issued. In addition, the Company
recognizes a provision for the impairment of these spare parts, in accordance with the Company's policy in
this regard.
Rotable accessories and spare parts are presented at cost and amortized over their useful life. Accessories
and spare parts that are not attributed to a specific fleet are amortized over the average remaining life of the
Company's entire aircraft fleet.
At the end of each reporting period, the Company examines whether there are any indications of impairment
in the Company’s aircraft fleet constituting, as a whole, a single cash-generating unit. The Company’s
management believes that the positive cash flows generated by the Company’s aircraft fleet are not
independent of the cash flows of other fleets, since the Company’s aircraft fleet fly, in many cases, to the
same destinations to which aircraft from other fleets travel, and therefore are largely alternatives and in any
case all constitute part of the Company’s network of routes that it manages as a whole.
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El Al Israel Airlines Ltd.
Notes to the Consolidated Financial Statements
Note 9 - Aircraft, flight equipment, other fixed assets and intangible assets (cont.):
a. Accounting policy for amortization and impairment testing of the Company’s aircraft and flight
equipment (cont.):
(4) Testing for impairment and estimation of the recoverable amount (cont.):
The impairment testing primarily consists, among others, of a review of updated contributing data in
relation to the data used in previous calculations of the recoverable amount, a review of the Company's
updated forecasts and an examination of the difference between the carrying amount of the aircraft fleet
and their price list which is published every six months. If such indications exist, the fleet's recoverable
amount is estimated in order to determine whether impairment should be recognized, and the amount
thereof.
The recoverable amount is the higher of the fair value of the fleet (generally, the aircraft price lists) and the
value in use thereof. In estimating value of use, the Company estimates future cash flows expected to arise
from use of the aircraft (projected contribution) and their realization at the conclusion of the usage period
(with the help of price lists as stated), and deducts them to their current value using a discount rate reflecting
the operating risk of the aircraft fleet based on the Company’s weighted discount rate.
As of March 31, 2017, after indicators of impairment were identified in the Company’s aircraft fleet due to
the difference between the price list of the Company’s aircraft fleet and their carrying value. As of
December 31, 2017, additional indicators of impairment were identified, due to the deterioration in the
Company's business results, in relation to the estimated value-in-use as of March 31, 2017. Therefore, the
Company calculated the value-in-use of the aircraft fleet as of December 31, 2017.
The main assumptions used in the calculation of the value in use as of December 31, 2017 were:
(a) The expected contribution from the aircraft fleet was based on the Company's budget for 2018 (less
theoretical tax), and the Company's forecasts for the development of its revenues in the years 2019
and 2020, while the results for 2020 are projected forward over the economic life of the aircraft fleet,
in accordance with the economic parameters during the forecast period. The cash flow from the
Company’s aircraft fleet is for a defined and finite period, until the date in which said aircraft will be
decommissioned.
Due to the fact that an assessment of value in use was performed for the Company’s existing aircraft,
and since a significant portion of the Company’s aircraft fleet will be replaced with 787 Boeing
aircraft (see d. below), a replacement that constitutes a material and extraordinary investment during
the course of the Company’s business, in a manner that will substantially change the nature of the
projected cash flows from the aircraft fleet, including the mix of income and expenses, cash flows
that are expected to arise from the same future aircraft were not taken into account, including the
projected investments in the purchase and commissioning of said aircraft, and including any decrease
in the estimated cash flows from the Company's existing aircraft fleet, as a result of the aforesaid
procurement. It is noted that, in calculating the estimated cash flows from its aircraft fleet, had the
Company also taken into account the cash flows from the Boeing 787 aircraft (which, as of December
31, 2017, have not been entered into service), the value-in-use would be higher than the calculated
value-in-use, due to the operating efficiency of these aircraft. It is further noted that said value-in-use
takes into account the impact of the Company's new work plan with respect to European destinations,
including the replacement of seats in some of the Company's narrow-body aircraft and the projected
investment in respect thereof, a change in the pricing model and the cancellation of the UP brand.
(b) The useful life of the aircraft is based on the dates of the projected decommissioning of each aircraft,
which takes into account, among other, the exit dates of aircraft in the 747 and 767 fleets, as a result
of the Boeing 787 aircraft procurement plan set forth above, and with respect to leased aircraft – the
projected period of use of these aircraft by the Company, among others, taking into account current
lease agreements, the existence of extension options, and based on past experience.
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El Al Israel Airlines Ltd.
Notes to the Consolidated Financial Statements
Note 9 - Aircraft, flight equipment, other fixed assets and intangible assets (cont.):
a. Accounting policy for amortization and impairment testing of the Company’s aircraft and flight
equipment (cont.):
(4) Testing for impairment and estimation of the recoverable amount (cont.):
(c) The average weighted discount interest, after tax, of 6.6%, which is equivalent to a pre-tax discount
interest of 7.3%.
An assessment made by the Company showed that the recoverable amount of the aircraft fleet
exceeds its depreciated cost in the Company’s financial statements. Accordingly, no provision for
the impairment of aircraft was recorded.
(5) Regarding critical accounting judgments and key sources for estimating uncertainty that were used to
determine the value of assets in the financial statements, see note 2(c)(4) and note 2(c)(5), above.
The Company's remaining assets are amortized by the straight line method over the expected useful life of
different assets or, in the case of leasehold improvements, for the shorter of the useful life and the remaining
lease period of the same asset.
b. Composition:
As of December 31
2017 2016
USD thousands
* Reclassified
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El Al Israel Airlines Ltd.
Notes to the Consolidated Financial Statements
Note 9 - Aircraft, flight equipment, other fixed assets and intangible assets (cont.):
Accumulated depreciation:
As of January 1, 2016 864,236 52,578 - *184,455 1,101,269
Depreciation during the year 94,796 20,383 - 13,724 128,903
Derecognitions )22,062( )3,344( - )15,140( )40,546(
* Reclassified
In general, most of the Company’s aircraft and engines are pledged in favor of the lenders with a first priority fixed
and specific charge, including potential and associated rights such as leasing and insurance. The Company is
precluded from transferring or registering an additional lien on the assets without the prior consent of the lenders.
See note 13(c) below.
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El Al Israel Airlines Ltd.
Notes to the Consolidated Financial Statements
Note 9 - Aircraft, flight equipment, other fixed assets and intangible assets (cont.)
d. Procurement plan for the acquisition and lease of 787 wide-body aircraft:
Aircraft acquisition:
On October 29, 2015, El Al signed an agreement with the Boeing Company (“Boeing”) according to which
the Company undertook to purchase 4 new 787-9 Dreamliner aircraft and 5 new 787-8 Dreamliner aircraft
from Boeing (“the Purchase Agreement” and “the Aircraft,” respectively). In accordance with the Purchase
Agreement, the Company was granted conditions allowing flexibility regarding the dates the planes were
received in such a manner so as to allow compatibility with the Company's requirements from time to time,
regarding its aircraft fleet, including the right to convert them to other Boeing aircraft.
In addition, the Company was granted options to purchase 7 additional 787-10 aircraft (“the Option
Aircraft”), as long as their delivery date is no later than December 31, 2023. The Company paid non-
refundable advance payments for the option planes at a non-material sum. In addition, in a situation in which
the Company decides to exercise any of the Option Aircraft, on each exercise date the Company shall have
the right to obtain an additional option to purchase a 787-10 aircraft, up to a total of 6 additional planes (“the
Additional Option Aircraft”). The Company will pay a non-refundable advance payment near the date the
option in question is purchased. The Option Aircraft and the Additional Option Aircraft, if such options are
exercised, are expected to be received between 2020 and 2023. It is noted that pursuant to the Purchase
Agreement, the Company has the option to cancel the purchase of some of the aircraft, and the Option
Aircraft and the Additional Option Aircraft have conversion rights for other 787 series models.
In addition, in September 2016, the Company signed agreements with a foreign company pursuant to which
2 of the 5 787-8 aircraft purchased by the Company from Boeing as stated, would be sold to the foreign
company upon their delivery from Boeing and leased back by El Al (sale and re-lease); it is noted that El Al
has the right to terminate the sale and re-lease transactions upon the occurrence of certain conditions, as
determined in the Agreement and subject to prior notice to the lessor.
Aircraft leasing:
In addition to the Purchase Agreement and the sale and lease agreements as stated above, El Al signed
agreements for the leasing of five new Boeing 787-9 Dreamliner aircraft, and two Boeing 787-8 aircraft, as
well as an option to lease 2 new Boeing 787-10 Dreamliner aircraft for a period of 12 years. Moreover, in
November 2017 the Company entered into agreements with a foreign company for the conversion of 2
Boeing 787-8 aircraft into 787-9 aircraft. In addition, the Company was granted an option to lease 2
additional Boeing 787-9 aircraft in accordance with the terms stipulated in the agreement.
In addition, in January 2018, subsequent to the financial position statement date, the Company entered into
an agreement with a foreign company to lease an additional Boeing 787-9 aircraft for a 12-year period, with
an extension option pursuant to the terms stipulated in the agreement, whose planned delivery date is during
the third quarter of 2019.
All the leases (including the leases under the sale and re-lease transactions) are for 12-year periods, while
regarding some of the aircraft, the Company has an early termination option after ten years, subject to
providing prior notice and payment of exit fees, in accordance with the terms set forth in each agreement.
General:
In summary, the Company has agreements for the purchase and leasing of 17 new Boeing 787 Dreamliner
aircraft (with an option to purchase additional aircraft), of which 10 are leased aircraft (8 Boeing 787-9 and
2 Boeing 787-8 aircraft) and 7 are owned aircraft (4 Boeing 787-9 and 3 Boeing 787-8 aircraft); however, it
is noted that as of the reporting date the Company does not plan to procure 16 aircraft and it is reviewing its
right to change, postpone or cancel in relation to one of the 787-8 aircraft.
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El Al Israel Airlines Ltd.
Notes to the Consolidated Financial Statements
Note 9 - Aircraft, flight equipment, other fixed assets and intangible assets (cont.)
d. Procurement plan for the acquisition and lease of 787 wide-body aircraft (cont.):
General (cont.):
As of the reporting date, the Company has received 2 new Boeing 787-9 aircraft, both of which are leased.
After the reporting date, 2 additional aircraft were received, one of which is leased while the other is owned
by the Company. As specified in section e. below, all the 13 other airplanes (subject to the foregoing, in
relation to the number of aircraft which the Company plans to procure), which will be purchased and/or
leased by the Company, are expected to be received during the years 2018-2020, and become part of the
Company's wide-body aircraft fleet, and are designed to replace the Boeing 747-400 and Boeing 767-300
fleet.
Ownership/
Model leasing 2017 2018 2019 2020 Total
787-9 Leasing 2 2 4 - 8
787-9 Ownership - 3 1 - 4
787-8 Leasing - - 1 1 2
787-8 Ownership - - 1 2 3
2 5 7 3 17
* It is noted that as of the reporting date the Company does not plan to procure 16 aircraft and it is reviewing
its right to change, postpone or cancel in relation to one of the 787-8 aircraft.
The estimated cost of the procurement transaction is USD 1.4 billion (once the sale and leasing transaction
is completed, as set forth above, the cost is expected to amount to USD 1.2 billion). The payment for each
aircraft is made on the date of delivery to the Company, except for an advance payment for 30% of the
estimated cost for each aircraft, which is paid at an earlier date, pursuant to the terms of the purchase
agreement. Until the financial position statement date, the Company paid a total of USD 142.6 billion in
respect of the aforesaid procurement transaction. Regarding loans provided to the Company for the
procurement transaction and additional financing taken by the Company subsequent to the financial position
statement date, see note 13 below.
With regard to the Company’s undertaking for the payment of the minimum lease fees specified in these
leases, see note 10 (e) below, and while the expected impact of IFRS 16 “Leases,” is also set forth in note
2(e)(2) above.
In May 2017, the Company signed an agreement with a foreign international company for the receipt of
logistic support services for its Boeing 787 aircraft. Under the agreement, the foreign company will provide
the Company with services for the management of a component inventory in Israel, supply of components
from the foreign company's logistic centers in Israel and overseas as well as component repair and overhaul
services. The period of the service agreement is 15 years from the date of signing, and commencing from
the fifth year, the Company has the right to terminate the service agreement, pursuant to the terms thereof.
The consideration which the Company will pay to the foreign company is primarily based on actual flight
hours, and in the Company's assessment could amount to USD 125 million for the entire contract period.
In August and October 2017, the Company received two Boeing 787-9 Dreamliner aircraft, which are the first
to be leased by the Company as part of its procurement plan for wide-body aircraft. These leases will be
accounted for as an operating lease (regarding the implementation of IFRS 16, see note 2(e)(2) of the annual
financial statements). With regard to the receipt of additional aircraft subsequent to the financial position
statement date, see d. below. The aircraft have commenced commercial flights.
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El Al Israel Airlines Ltd.
Notes to the Consolidated Financial Statements
Note 9 - Aircraft, flight equipment, other fixed assets and intangible assets (cont.)
In June and December 2017, two Boeing 747-400 aircraft were decommissioned. It is noted that parts of the
engines of the above aircraft and other spare parts were dismantled. Some of these components service the
Company in its day-to-day operations and some have been sold as follows: the Company entered into an
agreement with a foreign company for the sale of three Pratt & Whitney engines of the said Boeing 747-400
aircraft. Following the sale, in the fourth quarter of 2017 a pre-tax capital gains of USD 2 million was recognized
(under "other income"), in respect of the sale of one engine, and subject to the completion of the transaction and
the maintenance condition of the two remaining engines on the delivery date, the Company is expected to
recognize a pre-tax capital gain of USD 2 million in the first quarter of 2018. It is noted that the Company entered
into an agreement for the sale of a fourth engine, which was completed subsequent to the financial position
statement date, and in respect of which the Company is not expected to recognize a material capital loss or gain.
In respect of the sale of the Company's surplus spare parts to a third party, for the amount of USD 2.4 million,
during the reported year the Company recognized a capital gain of USD 2 million, under "other income".
* Reclassified
(1) This balance includes usage rights for security equipment and software purchased by the Company,
including their development costs.
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El Al Israel Airlines Ltd.
Notes to the Consolidated Financial Statements
Note 10 - Leases
Upon engaging in a lease, the Company examines in accordance with the terms of the lease whether the lease
constitutes a financing or operating lease. Most of the Company’s leases are for aircraft, all of which were
recognized as operating leases.
As of December 31, 2017, the Company leases 17 aircraft. The remainder of the lease terms range between one
year and 12 years. For the lease of aircraft, the Company pays the lessors a fixed monthly sum, with the addition
of an amount paid for the maintenance reserves, which are mainly derived from the extent of use of the aircraft,
which will be used by the lessor to finance a future repair of the aircraft. Some of the lease agreements do not
include a maintenance reserve, and in respect of these aircraft the Company makes provisions based on its
estimated liabilities to the lessors for the maintenance of the aircraft. Regarding the signing of agreements for
the lease of 787 model aircraft, see Note 9.d above.
In addition, the Company’s lease agreements also include leases for additional structures and facilities, including
contracts with the Airport Authority as set forth in section b below, and vehicles that are leased by the Company
and its subsidiaries.
Lease expenses are recognized using the straight line method over the term of the lease. In lease agreements
where no leasing fees, or reduced or increased leasing fees, are paid at the start of the leasing period, the
Company recognizes expenses for the minimal leasing fees on a straight line basis for the duration of the lease.
Leasing expenses that are contingent on the extent of use of the leased asset, such as amounts that have to be
deposited with the maintenance reserves of leased aircraft, are recognized as a current expense in the period in
which the expense is incurred.
On July 25, 2017, the Company and IAA signed a letter extending the lease agreement, pursuant to which the
Company's permit to use the El Al Campus was extended by 25 years, from January 1, 2011 to December 31,
2035 ("the contract period"). The El Al Campus covers an area of 288,000 sq.m., of which buildings covering
82,000 sq.m., used for the Company's operations.
In respect of the contract period, the Company will pay IAA annual usage fees (based on a multi-annual average)
of USD 7.1 million (non-capitalized) (USD 180 million (non-capitalized) for the entire contract period) ("Usage
Fees"). It is clarified that for the period from January 1, 2011 until the signing date, the Company paid the IAA
usage fees on a current basis. The usage fees include payment for use of the land and the buildings and facilities
thereon. Pursuant to the letter of extension, the usage fees paid for the buildings and facilities rose by 25% in
relation to the original agreement, such that as of January 1, 2025, the Company will pay IAA usage fees totaling
USD 11 million in respect of the building and facilities only, for the entire contract period.
The usage fees do not include Company investments during the contract period for the maintenance and
renovation of the buildings and facilities in the El Al Campus.
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El Al Israel Airlines Ltd.
Notes to the Consolidated Financial Statements
It is noted that pursuant to the original agreement, IAA has a right to demand that the Company vacate a section
of the area and/or building, which might be required for the operation of the airport, its safety, development or
security and/or flight security, subject to the terms stipulated in the agreement. The Company does not have an
option to terminate the agreement unilaterally.
In addition, the Company has a right to use certain facilities and buildings in Terminal 1 and Terminal 3,
including the right to use a warehouse in Ben Gurion Airport (this agreement is effective until 2019) and to use
the lounge in Terminal 3 (this agreement is effective until 2024).
Payment for the lease of aircraft and engines (1) 57,269 54,340 57,290
Payment for maintenance reserves 22,382 19,445 19,343
Other leases 23,356 *19,514 *18,909
103,007 93,299 95,542
* Restated
(1) It is clarified that the expenses presented in this note do not include expenses for “wet leases” (the lease
of aircraft with their crew).
e. Undertaking to pay future minimum lease fees for non-revocable operating leases:
The following are amounts of payment for the future minimum lease fees in respect of the Company’s operating
leases, including leases of Boeing 787 aircraft that are expected to be gradually commissioned by the Company
in the years 2017-2010. It is noted that these amounts do not include payment for maintenance reserves in respect
of the operating lease of aircraft and engines, which are contingent on the extent of use thereof.
USD
thousands
As of December 31, 2017
Year 2018 90,443
Year 2019 129,607
Year 2020 150,399
Year 2021 and after 1,426,816
1,797,265
Current liabilities:
As of December 31
2017 2016
USD thousands
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El Al Israel Airlines Ltd.
Notes to the Consolidated Financial Statements
(1) This balance reflects the amounts of flight tickets sold by the Company, which it then transfers to foreign airline
companies that carry out the flights.
Non-current liabilities:
As of December 31
2017 2016
USD thousands
a. Flight ticket sales are included as unearned revenue until the flight date, when they are charged to the statement
of income. Air passenger revenues also include revenues where the service is provided by the Company, whereas
flight tickets are sold by other airlines. Furthermore, air passenger revenues also include revenues due to
collaboration agreements with other airlines. In these cases, when the service is provided by the other airlines
while the sale is made by the Company, revenue is stated on net basis, meaning that Company collects the
proceeds from the transportation of passengers, transfer to the other airline its share of the proceeds, and
recognizes revenue for the difference between them.
Regarding the frequent flyer programs, the Group has applies IFRIC 13, “Customer Loyalty Programs.”
Accordingly, sales of flight tickets which entitle the Company's customers to flight points that can be converted
to flights on a later date are treated as multi-component transactions, while the payment received from the
customer is allocated to the flight component and the points component, based on the fair value of the flight
points estimated by the Company. The proceeds attributed to the frequent flyer points will be recognized as
income upon performance of the service by the Company in return for the conversion of the points (i.e., an actual
flight in respect of the bonus ticket). Until the revenue recognition date, the liability for the frequent flyer point
is recognized as unearned revenue.
The proceeds from the sale of the frequent flyer to business partners is recognized as unearned revenue and
stated as income upon the execution of the service provided by the Company in consideration for conversion of
the points.
Regarding critical accounting considerations and key sources for uncertainty estimates used in determining the
value of the liability in the Financial Statements, see Note 2(c)(6).
Regarding the application of IFRS 15 "Contracts with Customers" as of 2018, see Note 2(d)(1) above.
b. Current liabilities:
As of December 31
2017 2016
USD thousands
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El Al Israel Airlines Ltd.
Notes to the Consolidated Financial Statements
c. Non-current liabilities:
As of December 31
2017 2016
USD thousands
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El Al Israel Airlines Ltd.
Notes to the Consolidated Financial Statements
The loans taken by the Company for the purchase of aircraft are initially recognized at the amount raised, after
deducting transaction costs and fees, primarily in respect of guarantees provided to the Company by third parties,
such as the EX-IM guarantee (see below). After the date of initial recognition, the loans are measured at amortized
cost using the effective interest method.
Loans to
finance
Variable advance
Fixed-rate rate loans payments on
loans (LIBOR) PDP aircraft Overdrafts Total
USD, thousands
For the year ended on
December 31, 2017:
Annual percentage rate 2.44 - 4.90 1.29-5.59 3.72-3.88 - -
As of January 1, 2017
Current maturities 28,508 133,294 - 19,097 180,899
Long-term loans 222,672 173,852 30,000 - 426,524
Total loans 251,180 307,146 30,000 19,097 607,423
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El Al Israel Airlines Ltd.
Notes to the Consolidated Financial Statements
b. Changes in the Company's outstanding loans during and after the reported year:
(1) In February 2017, the Company signed an agreement with a foreign bank to finance advance payments
for two new Boeing 787-9 aircraft, which were purchased as part of the procurement plan.
The total amount of the loans is USD 55 million. The loans were provided to the Company by the date
of receipt of each aircraft, with a three-month extension option in the case of a delay in the delivery of
the aircraft. The loans bear a floating interest of LIBOR plus a margin payable each quarter, and will
be repaid upon receipt of each aircraft by means of long-term financing. As collateral for payment of
the loans, the Company assigned its rights in the aircraft to the foreign bank under the Purchase
Agreement with Boeing.
(2) In March 2017, the Company contracted with a local bank to refinance a loan taken to pay for the
acquisition of the 737-800 aircraft, the outstanding balance of which on the final repayment date was
USD 30 million, and a loan taken to pay for the 777-200 aircraft, the outstanding balance of which on
the final repayment date was USD 48 million. The new loans were taken for four-year periods,
following the repayment dates of the previous loans, which were April 2017 and July 2017, respectively.
The two loans bear a floating interest of LIBOR plus a margin payable on a quarterly basis.
(3) In October 2017, the Company signed a an agreement with a foreign bank to finance a replacement jet
engine, the Rolls Royce Trent 1000-TEN J, which was received in the fourth quarter of 2017, for the
787-9 Boeing aircraft, which were purchased as part of the Company's wide-body aircraft procurement
plan. The loan, totaling USD 19 million, was provided to the Company for a 10-year period. The loan
bears a floating interest of LIBOR plus a margin, payable on a quarterly basis.
(4) On February 23, 2018, subsequent to the financial position statement date, the Company signed a an
agreement with foreign banks to receive financing in the amount of USD 135 million for the purchase
of a Boeing 787-9 aircraft, which was received in March 2018. The financial is composed of a senior
loan in the amount of USD 114 million, bearing a 3-month LIBOR plus a margin, to be repaid on a
quarterly basis over a period of 12 from the date of receipt of the loan, and a junior loan in the amount
of USD 21 million, bearing a 3-month LIBOR plus a margin, to be repaid on a quarterly basis over a
period of 6 from the date of receipt of the loan. The weighted interest (margin) on the loans is between
1.50% and 2.50%.
The loans were taken by an SPC ("Special Purpose Company"), which was established as part of the
financing agreement, as is customary with this type of transaction.
The loans are secured by a pledge on the aircraft, the assignment of the Company's rights in connection
with the insurance on the aircraft and a warranty provided by Boeing for the aircraft and Rolls Royce
for the engines.
In addition, the agreement includes customary clauses, such as the lenders' option to call the loans due
and payable upon the occurrence of breach events by the Company. The Company has a right to an
early or partial repayment (subject to a minimum amount) of the outstanding loans, subject to the terms
stipulated by the parties in the agreements. The loans do not include an undertaking to comply with
financial covenants.
(5) In March 2018, subsequent to the financial position statement date, the Company signed an agreement
with a foreign bank to finance an advance payment for a new 787-9 aircraft, which was purchased from
Boeing as part of the procurement plan (see note 9(d) above), and which is expected to be supplied to
the Company in June 2019. The loan, totaling USD 37 million, was provided to the Company for the
period ending on July 31, 2019, or until the receipt of the aircraft, whichever is earlier. The loan bears
a floating interest of LIBOR plus a margin, payable on a quarterly basis, and will be repaid on the date
of receipt of the aircraft by means of long-term financing.
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El Al Israel Airlines Ltd.
Notes to the Consolidated Financial Statements
To secure repayment of the loan, the Company will assign its rights to the aircraft to the foreign bank, pursuant
to the purchase agreement with Boeing.
Some of the credit agreements specify that the ratio of outstanding debt to the bank vis-à-vis the market value
of the pledged aircraft shall not exceed 80% (see section 1 below). Review of compliance with this ratio will be
made once a year (in some agreements – twice a year) based on certain international professional publications
regarding the aircrafts’ market value. It was also determined that should the actual collateral ratio be lower than
the above ratio, the Company will provide additional collateral, or prepay its outstanding bank loans in order to
meet the required ratio. As of December 31, 2017, and close to the date of publication of the report, the Company
was in compliance with the required debt to collateral ratio.
Below are details on the Company's financing sources, the collateral provided against the loans and, where
relevant, requirement for a specific ratio of outstanding balance to the value of collateral:
Requirement for a
Outstanding ratio of outstanding
Source of balance Aircraft and reserve balance to the value
financing As of 12/31/2017 engines as collateral of collateral
(1) A cross-default mechanism exists between the various loans of the same banking institution.
(2) The aircraft was taken as collateral at a ratio of 50%.
(3) Loans taken to finance aircraft and financed by bonds issued by SPCs that are not owned by the
Company, and are secured by Ex-Im collateral, which is a bank owned by the US government, with
the source of the liability being principal and interest payments made to the SPC by the Company.
In the event that the bonds are not redeemed properly by the Company, and the Ex-Im collateral is
realized, Ex-Im shall sell the pledged aircraft and redeem the outstanding balance of the bonds.
Inasmuch as the proceeds from the sale of aircraft do not suffice to cover the amount of the collateral,
the Company will be required to pay back the balance of the debt to Ex-Im.
It is noted that the Company is permitted to prepay most of the outstanding loans as of December 31, 2017,
as customary. In addition, some of the loan agreements taken by the Company stipulate that the bank has a
right to demand immediate repayment of the outstanding loans vis-a-vis the relevant bank upon the
occurrence of certain events such as mergers or transfers of control without the bank's prior written consent,
and upon the occurrence of other standard events as customary in financing transactions.
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El Al Israel Airlines Ltd.
Notes to the Consolidated Financial Statements
(1) The fair value of the loans is based on a calculation of the current value of the cash flows using an
interest rate of 2.92% as of December 31, 2017 (as of December 31, 2016: 2.8%), which is customary
for loans with similar characteristics. (Level 2 - based on observable data)
e. Liquidity risk:
The following tables specify the Company's outstanding contractual maturities in respect of financial liabilities,
which do not constitute financial derivatives. These tables were prepared based on the undiscounted cash flows,
according to the earliest date on which the Company may receive the assets or be required to repay the liabilities.
2022 and
2018 2019 2020 2021 thereafter Total
USD thousands
The Company has additional future cash flow liabilities arising from future leasing fees as set forth in note
10(e), as well as from the procurement plan specified in note 9(d) above.
The Company’s management estimates that repayment of these loans will be based on the Company’s positive
cash flow arising from and expected to arise from its day-to-day activities in the current business environment
in which it operates. Furthermore, the procurement plan of modern and efficient wide-bodied aircraft as stated
in note 9(d) above is expected to lead to substantial savings in fuel consumption costs and maintenance
expenses, as well as a significant contribution to the Company’s ability to meet its obligations, both present
and future, arising from the same procurement plan.
* Regarding loans to finance advance payments on the Company’s 787-9 Boeing aircraft (pre-delivery
payment) in the amount of USD 85 million, a total of USD 30 million was repaid upon receipt of the aircraft
subsequent to the financial position statement date, as set forth above, while the outstanding balance is expected
to be repaid during 2018, by means of long-term financing which is expected to be provided on the date of
receipt of the aircraft later this year.
Additionally, as at December 31, 2017, the Company has balances of cash and cash equivalents as well as
short-term available deposits, net of overdrawn accounts, in the total amount of USD 247.3 million.
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El Al Israel Airlines Ltd.
Notes to the Consolidated Financial Statements
a. Accounting policy
Post-employment benefits include liabilities for severance pay, redemption of unused sick days, adaptation
grants for senior employees and certain benefits for retirees from the Company. The benefits also include
pension payments for certain local employees who are employed in the United States and England. The
Company’s post-employment benefits are partly defined contribution plans and partly defined benefit plans.
Expenses the Company’s liabilities for the deposit of funds within a defined contribution plan are
recognized in the profit and loss statement on the date of receipt of the work services for which the Company
is required to make the deposit.
Expenses for the defined benefit plan are recognized in the profit and loss statement in accordance with the
projected unit credit method through use of actuarial assessments. The present value of the Company’s
liabilities for the defined benefit plan is determined through discounting the future expected cash flows for
the plan with market yields of high-quality corporate bonds denominated in the currency in which the
benefits will be paid for the plan and with redemption periods that are close to the projected settlement date
of the plan.
In accordance with the Company’s accounting policy, the net interest cost (after offsetting the return on the
plans’ assets) is included in the profit and loss statement within salary expenses. Actuarial profits and losses
are recognized as other comprehensive income on the date of creation and will not be reclassified to profit
or loss at a later date.
The assets of the various plans (such as a central severance fund) are measured at fair value. Interest income
on assets of the plans are determined on the basis of the discount rate of the suitable liabilities and are
recognized as profit and loss as part of the net interest cost. The difference between the interest income on
assets of the plans and their actual returns is recognized in other comprehensive income and will not be
reclassified to profit or loss on a later date.
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El Al Israel Airlines Ltd.
Notes to the Consolidated Financial Statements
b. Composition:
As of December 31, 2017 As of December 31, 2016
Non- Non- Non- Non-
Current current current Current current current
Currency liabilities liabilities assets liabilities liabilities assets
of the
Reference plan USD thousands
Post-employment benefits:
Benefit in respect of severance pay in Israel c. NIS - 5,362 70,575 - - 58,937
Unused sick leave d. NIS - 38,584 - - 35,119 -
Pension funds for employees in the Company’s overseas offices: e.
United States US USD - 10,217 - - 12,830 -
England GBP - 7,837 - - 7,481 -
Benefits for retirees f. NIS - 13,070 - - 8,378 -
Other post-employment benefits g. NIS - 6,545 983 - 4,920 716
Severance benefits:
Voluntary retirement programs j NIS - 1,192 - - 447 -
Total in the statement of financial position 114,856 87,235 71,558 95,606 73,291 59,653
* It is noted that the liability in respect of vacation days is presented in the statement of financial position as a current liability, although it is expected to be realized after a
12-month period from the report date (and is therefore defined as a long-term benefit), since the Company does not have an “unconditional right” to defer the settlement
of the liability for this period; therefore, in accordance with the accounting rules, it is presented as a short-term liability.
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El Al Israel Airlines Ltd.
Notes to the Consolidated Financial Statements
(1) The Company’s obligations in respect of severance pay in Israel (for permanent employees under
the collective agreement):
The Company's work agreements, Israeli labor law and the Severance Pay Law, 1963 require that the
Company pay severance pay to employees upon retirement or dismissal. As for the agreement signed
regarding the status of veteran pilots and the retirement benefits paid thereto, see section b. below.
(2) Arrangements and plans to secure retirement benefits and severance pay (plan’s assets):
Pursuant to the provisions of the collective agreement, since January 1983, the Company deposits 8.33%
of the current salary of employees in provident funds for severance at Israeli banks. The deposit is in the
Company’s name.
Since the Company did not make provisions for severance pay with a provident fund until January 1983,
and as of January 1983 severance benefits were paid to retired employees (also for periods prior to the
start of said provisions) from the money accrued in the provident funds for severance pay, prior to the date
of the Company’s privatization, no balances remained in the severance provident funds as well as balances
to secure payment of severance benefits to the Company’s employees.
In June 2003, as part of the process of privatizing the Company, an agreement was signed between the
State, the Company and the employees’ association, in which the State and the Company agreed to take
measures to cover the deficit created until that date (NIS 516 million) in addition to interest and linkage
as of this date and until the date of the actual deposit in the funds, and which is connected to the eligibility
of employees who had been employed by the Company in 1982 and who continued to be employed in
June 2003 ("the Eligible Employees"). Under this agreement, the Company opened central compensation
funds to which the State and the Company transferred the immediate proceeds that they received from the
sale of securities in the pursuant to the 2003 Prospectus, including consideration of the exercise of the
options issued by the State and the Company within the prospectus.
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El Al Israel Airlines Ltd.
Notes to the Consolidated Financial Statements
(2) Arrangements and plans to secure retirement benefits and severance pay (plan’s assets)
Following the deposits made by the State and the Company, as stated, the deficit in the fund for eligible
employees, as defined in the agreement between the Company and the State that was signed on the eve of
the Company's privatization, was covered in full.
After making the above deposits and fully covering the deficit in the severance pay fund, as required by
the agreement, the Company deposited NIS 32.6 million (as of December 31 2017, including interest
accrued up to the reporting date), which represents the difference between the proceeds of the issuance
from the sale of the State’s shares together with the proceeds from the issuance of the Company’s shares
and the deficit created in the central compensation funds for the aforementioned group of “eligible
employees”, in a separate account included in short-term deposits. On the other hand, the Company
recognizes the provision for the obligation to the State of Israel at the same sum, due to the fact that the
Company is studying the existence of limitations regarding its ability to make use of the above balance of
the consideration according to the agreement with the State and with the workers' representatives.
As for a NIS 125 million lawsuit filed against the Company by the Ministry of Finance regarding the
refund of excess money transferred to the compensation fund in surplus, in light of profits the State claims
accumulated for them, see Note 15(b)(27).
Special collective agreement for long-term employees for the deposit of severance pay in the fund in
the employee’s name:
In accordance with the agreement signed on December 22, 2011, following a legislative arrangement that
came into effect on January 1, 2011, and which no longer permits the deposit of severance pay in the main
compensation fund, for long-term employees who had severance money deposited for them as of
December 31, 2010 in the central fund, money shall be deposited for them as of January 1, 2011 to the
severance component in the provident fund in the employee’s name.
Following this agreement the Company recognized an increase in the severance pay liability and the
current service cost in the amount of USD 6.3 million for the whole of 2017 (under operating expenses),
which will gradually decrease in subsequent years.
This benefit is recognized in the financial statements prospectively, that is, the service period relating to
this benefit begins on the date of signing the agreement and ends on the pilots' retirement date.
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El Al Israel Airlines Ltd.
Notes to the Consolidated Financial Statements
The Company’s severance benefits are primarily paid from the plan’s assets, i.e. from the central funds
and the employees’ personal funds. The Company’s central funds as well as the employees’ personal
funds are managed by leading investment houses.
Permanent employees (except for employees under personal contracts), upon their mandatory retirement from
the Company, or retiring above the age of 45 under conditions that entitle them to compensation, are also
entitled to redemption of sick days according to a conversion formula provided by the collective agreement. It
is noted that the maximum permitted accrual of sick days for permanent employees is higher than that stipulated
by the Law, and depends on the date they commence employment with the Company. This obligation is paid
from the Company's resources.
e. Pension funds for some of the Company’s local employees in the US and England:
Some of the Company's local employees in the US and the UK benefit from pension plans ("the Plans"), while
the cost of pension of branch employees is paid for by the Company. The cost of the pension is computed as a
multiple of the "years of eligibility" for the pension multiplied by the rate of determining salary for pension.
Retirement commencing at the age of 65 ordinarily entitles the employee to full benefits. The pension plan
assets are managed by a designated body and are invested mainly in marketable securities. The Company has
undertaken to cover any deficit that would be created in the value of the funds’ assets relative to any actuarial
obligation, if any.
Regarding the pension fund in the UK, starting from 2005 the fund does not accept new employees and no
addition rights are accumulated pursuant to the same. The US pension fund is also closed to new members;
however, there is still accumulation of rights for existing workers entering into the arrangement.
These liabilities are largely financed by plans assets; however, in light of the current deficit in pension plans,
the Company is expected to supplement certain amounts in respect of said liabilities from its own sources.
The Company's retired employees are entitled (subject to seniority), to flight tickets in accordance with the
Company’s policy, as well as to holiday gifts.
Other benefits include an adjustment grant to which some of the Company’s senior employees are entitled. In
addition, in some of the Company’s branches, the Company’s local employees are entitled to severance pay in
accordance with the local law and the Company’s agreements. Furthermore, the other benefits include liabilities
for severance pay of the subsidiaries.
The subsidiary Borenstein Caterers Inc. (USA) participates in a multi-employer pension plan for some of its
employees, in which the subsidiary invested a total of USD 395 thousand in 2017. The subsidiary’s share in
the non-funded liabilities of the plan is USD 12.3 million, so that if the subsidiary ceases to make current
payments as stated or withdraws from the plan, it will be required to incur the above amount. The subsidiary
intends to continue depositing funds in the plan, and therefore no liability has been recognized in the financial
statements in respect thereof.
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El Al Israel Airlines Ltd.
Notes to the Consolidated Financial Statements
Severance Benefits
pay in Unused Pension for Other
Israel sick leave funds retirees benefits Total
USD in thousands
Amounts recognized in profit and
loss for defined benefit plans
Expenses for defined benefit plans included in the following sections in the profit and loss statement:
Operating expenses (see also section c(3) above) 10,665 3,110 3,936
Selling expenses 298 217 274
Administrative and general expenses 751 546 691
Total 11,714 3,873 4,901
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El Al Israel Airlines Ltd.
Notes to the Consolidated Financial Statements
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El Al Israel Airlines Ltd.
Notes to the Consolidated Financial Statements
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El Al Israel Airlines Ltd.
Notes to the Consolidated Financial Statements
The principal actuarial assumptions used by the Company in order to estimate the commitments and quantitative
impacts below as set forth above, are as follows:
The projected rate of increase in wages is between 2.8% and 3.7%, similar to the assumptions made in
2016, in addition to an additional 1% salary increase in 2018, which is not expected as of the reporting
date. If the projected rate of increase in wages was higher by one percent compared to the rate taken into
account when calculating the commitment, the liability for post-employment benefits (excluding pension)
would increase by USD 13.8 million. The above sensitivity analysis was made based on reasonably
potential changes in the actuarial assumptions at the end of the reporting period. The sensitivity analysis
does not take into account any interdependence between the assumptions.
The turnover rate is estimated at between 0.5% and 4.1%, depending on the age of the population (with
no change from 2016).
Life expectancy on the basis of which the pension commitments in the US and the UK were estimated
was determined based on the relevant mortality tables. In 2017, there was a decrease in the projected life
expectancy due to an adjustment in the mortality tables published by the US authorities, which led to
actuarial profit of USD 433 thousand.
In accordance with the Annual Vacation Law, 1951 and pursuant to the Company’s employment
agreements, Company employees are entitled to a number of paid vacation days for each work year.
Employees who have left the Company prior to making use of the balance of his accrued vacation days are
entitled to payment for the balance of these vacation days upon leaving. In addition, certain Company
employees are entitled to days of rest they accumulate and that can also be accumulated and redeemed upon
retirement. The Company’s vacation commitments also include its commitments for these days.
These benefits primarily include a grant for academic studies for children of employees, as well as jubilee
benefits for employees reaching 20, 30 and 40 years of seniority at the Company, who are entitled to a grant
awarded at the annual “decades ceremony” held by the Company.
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El Al Israel Airlines Ltd.
Notes to the Consolidated Financial Statements
(3) The quantitative impact of other long-term employee benefits on the financial statements:
Other
Vacation long-term
and rest benefits
USD thousands
For the year ended on December 31, 2017:
Opening balance 42,682 4,116
Amounts recognized in profit and loss for defined benefit plans
Current service cost 32,368 202
Cost of interest 1,352 166
Exchange rate differences 4,615 400
Actuarial losses (profits)* 5,443 )51(
Total profit and loss 43,778 717
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El Al Israel Airlines Ltd.
Notes to the Consolidated Financial Statements
(4) Expenses in respect of vacation days included in the following items in the statement of income:
As of December 31
2017 2016
USD thousands
L. Additional information:
(1) During the third quarter of 2017, the Minimum Wage Law of 1987 was amended so that as of December 1,
2017, the minimum wages was raised to NIS 5,300 a month for a full-time position. As a result, the
Company is expected to recognize an increase in its payroll expenses, in the amount of NIS 6 million for
the calendar year (excluding the impact on actuarial liabilities, which is taken into account as an actuarial
loss).
(2) For information regarding current liabilities for employee benefits provided to key managerial personnel,
see note 23(f).
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El Al Israel Airlines Ltd.
Notes to the Consolidated Financial Statements
In accordance with IAS 37, provisions are included in respect of claims and legal proceedings (including
deductions assessments) that are expected to require a negative cash flow (with probably above 50%) which the
Company’s management believes, based inter alia on the opinion of its legal counsels, are appropriate in
accordance with the circumstances of the case.
Therefore, the financial statements include appropriate provisions regarding legal proceedings and claims, as
stated, against the Company, which the management believes are unlikely to be dismissed or rejected, despite the
fact that it denies the aforesaid claims.
Regarding critical accounting considerations and key sources for uncertainty estimates used in determining the
value of the liability in the Financial Statements, see Note 2.c.(2).
As of the publication of the report, legal claims have been filed against the Company (including tax deductions)
in the amount of USD 977 million in addition to legal claims that are not quantifiable in monetary amounts. In
respect of these claims, the Company has recorded a provision in the financial statements in the amount of USD
39 million. In the opinion of the Company’s management, based on the opinion of its legal counsel, it is not
expected that the Company will have exposure to additional loss in respect of the aforesaid claims beyond the
amounts of the provisions included in the financial statements.
a. Changes in provisions:
State of Israel
for dispute on
surplus of
severance fund
for eligible
employees* Other provisions Total
USD thousands USD thousands USD thousands
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El Al Israel Airlines Ltd.
Notes to the Consolidated Financial Statements
Class actions:
(1) In February 2013 the Company received a motion to certify a class action filed with the Central
District Court (the “Motion”) against the Company and against British Airways, Lufthansa and
Swiss Air. The motion was filed by “Hatzlacha the Consumer Movement for Promoting a Fair
Economic Society” on behalf of customers shipping cargo to or from Israel (with the exception of
to and from the U.S.), after no other plaintiff was found, as noted in the Motion. The Motion alleged
that there existed a restrictive arrangement to coordinate various elements of cargo shipping prices,
published by various authorities around the world in February 2006 and the grounds of the claim are
in accordance with the Antitrust Law. The total damages listed in the motion amount to NIS 613
million, of which NIS 473 million is attributed to the Company.
The evidentiary proceedings in the case have concluded and summations have been submitted by
the parties. The Company believes, based on the opinion of its legal counsel, that it is more likely
than not that the complaint will be dismissed.
(2) In April 2014 the Company was notified of a motion to certify a class action, filed against it with
the Jerusalem District Court (“the Motion”). The key points of the Motion are that buyers who
performed transactions with the Company and purchased flight tickets had not received the
information on conditions for altering and cancelling flight tickets, as required by law, and that the
Company had not met the terms of cancellation and change presented to its customers, but rather
operated in accordance with different terms that had not been revealed to them, as claimed by the
plaintiff in the Motion. The original motion comprised both a personal amount estimated at NIS 774,
and a collective damage estimated at NIS 226 million. On March 23, 2016, the Jerusalem District
Court certified the action as a class action. The Company filed a motion for leave to appeal, which
was rejected on July 11, 2016. According to the decision, the class of plaintiffs was defined as
purchasers of plane tickets through the Company’s website alone (and excludes purchasers on
alternative channels) who did not receive the information regarding the change and cancellation of
plane tickets as required under the law and regulations, who actually requested to change or cancel
the plane ticket purchased, and who was not allowed by the Company to do so or from whom the
Company collected a fine to do so, who were not notified of the same in advance, and that is not
considered to be reasonable cancellation or service fees. The hearing on the claim was held at the
Jerusalem District Court, during which an amended statement of claim and an amended statement
of defense were filed. Within the amended statement of claim, the plaintiff estimated the damage to
the class at between NIS 160 million and NIS 523 million. The parties were referred to an arbitration
process, following which the Company reached an understanding with the plaintiff, provided a
detailed agreement is signed and the court renders its approval thereto. Accordingly, in respect of
this claim, the Company recognized a provision which represents the aforesaid understanding.
(3) In January 2015 the Company’s main offices received a motion to certify a class action, which was
filed before the Central District Court (“the Motion”). The Motion was filed against Arkia Israeli
Airlines Ltd., Israir Aviation and Tourism Ltd., the Company and the Airports Authority (“the
Respondents”). According to the Motion, the Respondents are in violation of their obligations
pursuant to the Disabled Persons’ Equality Law, 1988, to operate a hearing accessory system with
an induction coil in each airport passenger terminal to benefit people with hearing disabilities who
use hearing aids. The Motion specifies a personal sum in the amount of NIS 500 and a total sum for
the entire class of NIS 83 million. The Company has filed its response and the parties entered into
an arbitration process, during which the Company reached an understanding with the counterparties
at negligible amounts, provided a detailed agreement is signed and the court renders its approval
thereto.
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El Al Israel Airlines Ltd.
Notes to the Consolidated Financial Statements
(4) In January 2015 the Company’s main offices received a motion to certify a class action, which was
filed before the Central District Court (“the Motion”). According to the Motion, it pertains to failure
to repay fees and/or port taxes collected by the Company from its customers on the charge date for
flight tickets in cases in which the passengers failed to take their flights, in light of the fact that the
Company does not transfer the fees and/or port taxes collected from these customers to third parties.
The Motion specifies a personal sum of NIS 183 and a total sum for the entire class of NIS 30
million. The Company has filed its response. The Company's management believes, based on the
opinion of its legal counsels, that it is more likely than not that the complaint will be dismissed.
(5) In April 2015, a motion to certify a class action was filed against the Company with the Tel Aviv
District Court (“the Motion”). The Motion was filed on behalf of the members of the Company’s
"Matmid" Frequent Flyer Club (the “Class” and the “Club”). According to the main claims in the
Motion, the Company unilaterally changed the terms of the Club in a number of aspects, which
undermined the terms and conditioned of the Club and caused substantial financial harm to the value
of the points accumulated by the Class. The Motion specifies a personal amount of NIS 7,300 and
a total amount for the entire Class estimated by the applicant in the amount of NIS 1.3 billion. The
Company filed its response. On November 14, 2017, the Tel Aviv District Court granted the motion.
The main remedies demanded by the plaintiffs were: a declaratory relief stating that the changes in
the terms of the Club's program were unlawful; a monetary compensation to the class members for
the damage caused by the amended terms and conditions of the Club; and alternatively, an injunction
instructing the Company to allow club members to use their accumulated points in accordance with
the terms of the frequent flyer club prior to the change. The class action group was defined as club
members who, on the date of each change in the club's program, held membership points whose
value had declined due to said changes. The Company has filed its response to the motion, In respect
of this claim, the Company recognized a provision, in line with management's estimates and based
on the opinion of its legal counsels. In December 2017, the Company filed a motion with the
Supreme Court, for permission to appeal the district court's decision to certify the class action.
(6) In February 2016 a motion to certify a class action was filed against the Company with the Central
District Court (“the Motion”). According to the Motion, the applicant purchased from the Company
a plane ticket to the United States, while the flight was actually executed in a “wet lease”
arrangement by a Spanish airline. The applicant claims that her personal damage amounts to USD
100, and that the Motion was filed on behalf of all of the purchasers of the Company’s plane tickets
whose flights were actually carried out by a foreign company in a “wet lease” and who were not
notified in advance as required by law (the “Class”), while according to the applicant, the damage
amounts to USD 328 per passenger in the Class, based on a calculation performed by the applicant
between the prices of the Company’s plane tickets and the prices of other airlines' tickets, as claimed
by the applicant. The Company has filed its response to the Motion. The Company's management
believes, based on the opinion of its legal counsels, that it is more likely than not that the complaint
will be dismissed.
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El Al Israel Airlines Ltd.
Notes to the Consolidated Financial Statements
(7) In May 2016 a motion to certify a class action was filed against the Company with the Central
District Court (“the Motion”). The Motion was filed by two passengers who purchased duty-free
products during their flights, through the Company. According to the claim in the Motion, the prices
of duty-free products sold by the Company on its airplanes and website, by pre-order, while payment
for the products is made during the flight, are presented in US dollars and not Israeli currency, and
the conversion is made based on the weekly-updated exchange rate rather than the exchange rate in
effect on the trading day prior to the purchase date. The Company has filed its response to the
Motion. The Company believes, based on the opinion of its legal counsels, that it is more likely than
not that the complaint will be dismissed.
(8) In August 2016 a motion to certify a class action was filed against the Company with the Central
District Court (“the Motion”). According to the allegations specified in the Motion the Company
publishes, markets and sells plane tickets based on the flight schedule that it publishes, despite the
fact that it does not have sufficient pilots and captains to execute the flight schedule as stated, thereby
misleading and luring the public to purchase plane tickets for flights, while the Company knows it
will either not be able to carry out some of the flights on the scheduled date or they will be cancelled,
or be substantially delayed. The Motion further claims that the Company’s flight schedule has
increased, while the number of pilots and specifically captains employed in its service grown only
slightly, which cannot sustain the flight schedule that was marketed to the public. Likewise, the
Company does not notify the ticket buyers in advance, and even refuses to compensate those ticket
buyers that were harmed. In the aforesaid Motion, the Class was defined as those who purchased
plane tickets from the Company in the seven years preceding the date of filing the Motion, for a
specific date as published and marketed by the Company, while in practice, the flight took off
following a delay exceeding two hours from the scheduled flight time, due to a lack of pilots, and
who were not compensated by the Company. The damage estimated in the Motion for the entire
class amounts to “tens of millions of Nis.” The Company believes, based on the opinion of its legal
counsels, that it is more likely than not that the complaint will be dismissed.
(9) In November 2016, a motion to certify a class action was filed against the Company with the Tel
Aviv Jaffa Central District Court (“the Motion”). According to the allegations in the Motion the
Company fails to notify its passengers who are Israeli citizens regarding their entitlement to
compensation in case of delay of three or more hours in their flights departing or landing at airports
in the European Union as required under the European Union’s Directive on passenger
compensation (the “European Directive”), does not uphold the other provisions of the European
Directive and discriminates between its Israeli passengers and the foreign passengers. The Motion
specifies a personal amount of NIS 3,270 and an estimated amount of NIS 50 million for the class
group. The Company filed its response for the motion. The Company believes, based on the opinion
of its legal counsels, that it is more likely than not that the complaint will be dismissed.
(10) In November 2016 a motion to certify a class action was filed against the Company with the Tel
Aviv Central District Court (“the Motion”). According to the allegations in the Motion the Company
and/or its employees are deliberately causing flight delays, since the salary agreements of the
Company’s pilots encourage them to extend the flights, while hurting consumers who are forced to
spend extraneous time in the air and on the ground, losing precious time and over-paying for longer
flights. According to the Motion, the class is defined as all the Company’s customers who took
flights that were unnecessarily delayed by the Company and/or its employees in relation to the
minimum time that the flight could have taken (the “Class”). The Motion specifies personal damage
in the amount of NIS 3,000, stating that it is difficult to estimate the amount of damage for the Class
without data from the Company, while the applicants estimate that the amount at tens of millions of
shekels The Company believes, based on the opinion of its legal counsels, that it is more likely than
not that the complaint will be dismissed.
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El Al Israel Airlines Ltd.
Notes to the Consolidated Financial Statements
(11) In December 2016, a motion to certify a class action was filed against the Company with the Central
District Court (“the Motion”). According to the allegations in the Motion, the Company charges
customers that change their plane tickets an additional payment which is the difference between the
price of the original flight and the price of an alternative flight, in cases where the alternative flight
is less expensive. The Motion claims that the extra charge is a violation of the transport agreement
and in breach of the provisions of the Consumer Protection Law. According to the Motion, the class
is defined as Company customers who took an alternative flight with a different date or destination
which, on the date of the change, was cheaper than the original flight, in the seven years preceding
the filing of the Motion (the “Class”). The Motion specifies a personal claim amount estimated at
USD 45.6 as well as an estimated amount for the entire Class, which was calculated by the applicant,
in the amount of NIS 92 million. The Company filed its response for the motion. The Company
believes, based on the opinion of its legal counsels, that it is more likely than not that the complaint
will be dismissed.
(12) In December 2016, a motion to certify a class action was filed against the Company with the Tel
Aviv Central District Court, alleging improper discrimination in the collection of membership fees
for the "Matmid" frequent flyers club. The Class includes any person who paid the Company for
their inclusion in the frequent flyers club. The applicant estimated the amount for the entire class at
NIS 60 million. The Company believes, based on the opinion of its legal counsels, that it is more
likely than not that the complaint will be dismissed.
(13) In February 2017, a motion to certify a class action was filed against the Company with the Central
District Court. Among others, the motion claims that whenever flights are cancelled or delayed, the
Company acts in violation of the Aviation Services Law (Compensation and Assistance for
Cancellation of a Flight or Change in Terms), 5772-2012 or in breach of contractual obligations and
obligations under the Consumer Protection Law. The class defined in the motion is, inter alia,
customers of the Company whose flights were cancelled and did not receive a reimbursement of the
ticket fees or an alternative flight of their choice, customers of the Company who did not receive
assistance and information about their rights to benefits, and customers of the Company that
allegedly received a misleading response. The plaintiffs inter alia demand declarative reliefs to
uphold the provisions of the law as well as financial compensation, and estimated the claim for the
entire class at NIS 50 million. The Company filed its response to the motion. In respect of this claim,
the Company recognized a provision, in line with management's estimate and based on the opinion
of its legal counsels.
(14) In October 2017, a motion to certify a class action was filed against the Company with the Central
District Court. According to the motion, the Company is in breach of the Israel's Aviation Services
Law (Compensation and Assistance for Flight Cancellation of Change of Conditions), 5772-2012
("the Law"), allegedly by failing to meet the deadlines specified in the Law for payment of damages
and refund for airline tickets that were cancelled on the grounds stipulated in the Law, and has not
paid arrears interest on delayed payment. The applicant has estimated her personal damages at NIS
100 plus USD 200, and damages for the entire group at "millions of shekels". The Company is
reviewing the certification motion and will file its response as required. At this preliminary stage, it
is impossible to assess the odds of the claim.
(15) In October 2017, a motion to certify a class action was filed against the Company with the Central
District Court. According to the certification motion, the Company does not compensate passengers
for damage to their luggage. The amount of the claim is NIS 2.5 million. At this preliminary stage,
it is impossible to assess the odds of the claim. It is noted, however, that the Company is insured for
luggage damages and has given notice of said claim to the insurance company.
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El Al Israel Airlines Ltd.
Notes to the Consolidated Financial Statements
(16) In October 2017, a motion to certify a class action was filed against the Company by the Israeli
Consumer Council with the Central District Court. According to the allegations specified in the
motion the Company acted has in violation of the Aviation Services Licensing Regulations
(Transfer, Endorsement and Refund of Travel Documents in Scheduled Air Transport), 1983 which,
as argued, came into force in 1983 and were cancelled in 2013, by imposing restrictive conditions
in some airline tickets, concerning the refund, transfer and endorsement of said tickets and has acted
with negligence and in bad faith while committing misleading and deceptive conduct as well as
unjust enrichment. The class group was defined as Company customers who purchased airline
tickets prior to July 29, 2013, which were subject to restrictive conditions concerning refund,
transfer and endorsement and did not use these tickets or alternatively, wished to refund, transfer or
endorse said tickets and as a result were required to pay a fine, cancellation fees or endorsement
fees. The motion argued that the remedy cannot be quantified at this stage, but, as shown by the
example in the motion, the damage is estimated at USD 40.5 million for the class group, and could
potentially be higher. ". The Company is reviewing the certification motion and will file its response
as required. At this preliminary stage, it is impossible to assess the odds of the claim.
(17) In October 2017, a motion to certify a class action was filed against the Company with the District
Court in Nazareth. According to the allegations specified in the certification motion, the Company
has violated the provisions of the Consumer Protection Law, 1981, by misleading the plaintiff with
regard to the standard of services on its flight and has also breached the duty of disclosure, by failing
to notify the plaintiff of potential failures in the mechanism of its airline seats. Additional allegations
include the tort of negligence as stipulated in the Tort Law and unjust enrichment as the term is
defined in the Unjust Enrichment Law, 1979. The class group comprises anyone who purchased El
Al airline tickets for the airplane known as "Rishon Lezion", whose seat mechanisms (lighting,
media and audio systems, all or part thereof) were defective or out of order, and the Company knew
in advance that all or part of the sea mechanisms are faulty, but failed to notify the passengers of
said failures. The motion specifies a personal claim in the amount of NIS 1,287.5 and a total class
claim in the amount of NIS 16.8 million. The Company is reviewing the certification motion and
will file its response as required. At this preliminary stage, it is impossible to assess the odds of the
claim.
(18) In October 2017, a motion to certify a class action was filed against the Company and Diners Club
Israel Ltd. ("Diners") with the Haifa District Court. According to the allegations specified in the
motion, the Company and Diners, in their advertisements, are deliberately misleading the members
of the Frequent Flyer Club ("the Club"), who hold Diners Play Card ("the Card"), regarding the
calculation of accumulated Club points that are used in the purchase of airline tickets and in the
upgrade or maintenance of Club member status, and do not specify that there is a limit on the
monthly number of points that may be accumulated when using the Card to make payments to
government ministries ("the Monthly Accumulation Limit"). The motion also claims that the
Company's Articles of Association, in the section on the Monthly Accumulation Limit, has been
amended without notifying the parties involved and that these actions constitute an abuse of flight
points as well as abuse of club member status. The motion specifies a personal claim in the amount
of NIS 4,970 and a total class claim in the amount of NIS 66 million.
Alternatively, the motion includes a personal claim for the amount of NIS 3,000 and a total class
claim for the amount of NIS 300 million, in respect of profits from commissions earned on the use
of the Diners Play Card to pay government ministries. In addition, the court was asked to issue a
declaratory relief against the Company and Diners which, inter alia requires them to discontinue
any misleading advertisements and to publish the fact that the Articles were amended. The Company
is reviewing the certification motion and will file its response as required. At this preliminary stage,
it is impossible to assess the odds of the claim.
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El Al Israel Airlines Ltd.
Notes to the Consolidated Financial Statements
(19) In October 2017, a motion to certify a class action was filed against the Company with the Central
District Court. The class group comprises Company customers who purchased El Al airline tickets
and were allocated seats that could be reclined over the past seven years in all the airplane models
operated by the Company. The grounds of the certification motion include, among others: breach
of the Consumer Protection Law, 1981; breach of the Contract Law (General Section), 1973; and
unjust enrichment as the term is defined in the Unjust Enrichment Law, 1979. The plaintiff argues
that the damage and inconvenience suffered by herself and the entire class was calculated as the
difference between the price of a standard airline ticket in economy class and the price of an airline
ticket with "preferred" seats in economy class, which is estimated at 15%-20%. The plaintiff
estimates his personal damages at NIS 577, while group damages are estimated at NIS 33 million.
The Company is reviewing the certification motion and will file its response as required. In
December 2017, the Company filed a motion to transfer the hearing to a court panel which, as
argued by the Company, dealt with a similar certification motion, which ended in February 2017
with a court verdict that granted a motion to dismiss the claim. At this preliminary stage, it is
impossible to assess the odds of the claim.
(20) In November 2017, a motion to certify a class action was filed against the Company with the Central
District Court. Pursuant to the motion, the Company is in breach of contract and in violation of its
duties under the Consumer Protection Law, since it is selling airline tickets with a guarantee to
provide a service experience. According to the plaintiffs, such experience has not been lacking in
many cases, as the promised entertainment services were not provided to the passengers during the
flight. The amount of the claim is NIS 70 million. The Company is reviewing the certification
motion and will file its response as required. In December 2017, the Company filed a motion to
transfer the hearing to a court panel which is also hearing the certification motion specified in 18
above, since the two motions deal with identical matters. The court granted the Company's
application and ordered the hearing to be transferred to the panel as stated. At this preliminary
stage, it is impossible to assess the odds of the claim.
(21) In February 12, 2018, subsequent to the financial position statement date, a motion to certify a class
action was filed against the Company with the Lod Central District Court. The main allegations in
the motion are that the Company abused its position as a monopoly in the Tel Aviv- Mumbai line,
by charging an excessive and unfair price from time-sensitive passengers, and that the absence of
an Indian airline from the Tel-Aviv-Mumbai line constitutes a restrictive agreement. In accordance
with the motion, the court was asked to issue declaratory reliefs against the Company, requiring it
to refund class members in respect of the Company's the unjust enrichment; to issue a mandatory
injunction to amend the Tel Aviv-Mumbai flight ticket price, so that the Company will discontinue
charging the "unreasonable price in the Tel Aviv - Mumbai line for time-sensitive businessmen and
passengers"; and to order the Company compensate the entire class for monetary and non-monetary
damages caused by the Company's conduct, as stated. The class group comprises customers who
entered into agreement with the Company to purchase airline tickets and/or flight services, which
the Company markets and/or sells, for the Tel Aviv-Mumbai line, and who paid an "unfair price",
as it is defined in the motion, during the 7-year period preceding the date of the motion and until a
verdict is issued by the court. The motion specifies a personal claim in the amount of NIS 11,250
and a total class claim in the amount of NIS 321 million, in accordance with the arguments made
therein. The Company is reviewing the certification motion and will file its response as required.
At this preliminary stage, it is impossible to assess the odds of the claim.
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El Al Israel Airlines Ltd.
Notes to the Consolidated Financial Statements
(22) In February 28, 2018, subsequent to the financial position statement date, a motion to certify a class
action was filed against the Company with the Central District Court. The main allegations in the
motion are that the Company is charging an unlawful "security fee" (as defined in the motion). The
applicant claims that given the State of Israel's participation in the Company's security expenses,
which rose to 97.5%, the Company was no longer entitled to charge an $8 "security fee" (per flight
segment) until 2015 and $4 (per segment) after 2015, and alternatively, should have reduced the
"security fee" in line with the State's participation in the Company's security costs, as stated. The
motion defined the class group as Company customers that paid a security fee or surcharge (or any
other name) in the amount of US$8 or US$4 per flight segment, during the 7 years that preceded
the date of the motion and until such time as the court issues its decision or the Company
discontinues charging the fee, whichever is earlier. Pursuant to the motion, the amount of the
personal claim is NIS 145 and the amount of excess charge, which is the total class claim, is
estimated at NIS 560 million. In addition, the court was asked to issue a mandatory injunction
instructing the Company to discontinue charging a security fee or surcharge, as stated. The
Company is reviewing the certification motion and will file its response as required. At this
preliminary stage, it is impossible to assess the odds of the claim.
(23) Regarding the motion to certify a class action and in the matter of an appeal filed following the
ruling of the Haifa District Court to dismiss a motion to certify a class action (“the Ruling”) filed
against the Company in May 2011, claiming that the Company is overcharging cancellation fees for
off-site transactions at a rate exceeding the maximum rate permitted by the Consumer Protection
Law, on August 17, 2014 the Supreme Court, in its capacity as a civil court of appeals, ruled against
the appeal filed against the Ruling, thus accepting the Company’s position. The Supreme Court ruled
that the Company may collect cancellation fees in accordance with the Consumer Protection Law
for each cancelled flight ticket, even when a number of tickets were purchased as part of a single
reservation. On August 31, 2014, the plaintiff filed a motion for additional hearing by the Supreme
Court. On September 12, 2017, the Supreme Court handed down its ruling, granting the Company's
application that cancellation fees may be charged for each cancelled flight ticket. The court inter
alia determined that an airline consumer is differentiated from general consumers and that a flight
ticket constitutes a personal relationship between the airline consumer and the flight services
operator. Therefore, the cancellation of a flight services transaction is in fact the cancellation of a
personal flight ticket and as such, "personal" cancellation fees may be charged separately for each
ticket, consistent with the Company's policy over the years.
(24) In April 2016 a motion to certify a class action was filed against the Company with the Jerusalem
District Court. According to the main allegations in the motion, the Company does not update its
customers that purchase plane tickets by phone of all of the details required under the Consumer
Protection Law, 1981 (the “Law”), including the full terms for cancellation and/or change of the
flight tickets and the terms of remote sales transactions. The applicant has defined the class of
plaintiffs for which the Motion is filed as follows: (a) Any person who purchased a plane ticket
through the call center and was not verbally updated or updated in writing of the substantive terms
of the transaction, payment terms, cancellation terms and additional terms, during the seven years
preceding the filing of the Motion and until the date of the decision therein; (b) any person who
purchased a plane ticket through the call center and was not updated of the information set forth
above and contacted the Company with a request to cancel or modify the plane ticket or its terms,
but was prevented by the Company from doing so or was charged a financial payment of which the
purchaser was not informed verbally upon the execution of the transaction, or thereafter in writing,
during the seven years preceding the date of the Motion and until the date of the decision therein.
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El Al Israel Airlines Ltd.
Notes to the Consolidated Financial Statements
(24) Continued:
The Motion specifies a personal sum of NIS 987 and a total sum for the entire class of NIS 105
million. On June 28, 2017, the court granted the motion to withdraw from the case which was filed
by the parties, giving it the force of a judgment ("the Motion"). According to the Motion, the
applicant withdrew his allegations, so that the motion to certify the class action and his own personal
claim were dismissed, and the Company was not required to retract its statement that it is in
compliance with the provisions of the Law and that is informs its passengers of the fees charged on
the cancellation and/or change of flight tickets, both orally and in writing. Pursuant to the Motion,
the parties agreed that the Company would take action to improve the notification of customers that
buy flight tickets through the Company's call center, regarding the terms of cancellation and
amendment of tickets, both orally and in writing. In addition, it was agreed that the Company would
compensate the plaintiff and pay legal fees to the plaintiff's attorney in a negligible amount.
(25) In July 2017, a motion to certify a class action was filed against the Company with the Lod District
Court. According to the motion, the Company has been misleading its customers by advertising that
members of El Al's Frequent Flyer Club ("the Club"), who accumulate Club points, whether on
Company flights or by converting credit card points, would be able to upgrade their flight seats, in
addition to other benefits, while in practice, as contended by the motion, the Company has no
intention to uphold its guarantee and has been allocating seats for upgrade based on
commercial/business considerations. The motion further argues that the Company's advertisements
do not explicitly state what the seat upgrade arrangement includes and its advertisements do not
comply with the Consumer Protection Law, 1981. The motion claims damages in the average
amount of USD 1,200 per customer as well as estimated damages for the group, which the applicant
defines as any customer who, in the seven years prior to the motion filing date, became a Club
member and accrued club points, in the amount of USD 120 million. On February 12, 2018,
subsequent to the financial position statement date, the applicant filed a motion to withdraw and a
verdict was issued granting the motion to withdraw, with no fee imposed on the Company.
(26) In February 2013, the Company received a statement of claim in the amount of NIS 56 million,
which was filed against it with the Tel Aviv District Labor Court by 130 security workers who, as
alleged in the statement of claim, were/are employed by the Company as assistant security officers
sent to various destinations as needed, for flight security duties. The plaintiffs requested the Court
to issue a declaratory relief which will determine that the collective work agreement regulating the
rights of workers at the Company applies to the plaintiffs and to order monetary remedies for the
various salary components. The Company filed a statement of defense. On April 11, 2016, the
Company received an amended statement of claim pursuant to which, inter alia, the amount of the
claim was quantified as NIS 86 million, the components of the claim were updated and the number
of plaintiffs was now 126. On July 30, 2017, the court issued a verdict dismissing most of the
plaintiffs' allegations, including their demand to issue a declaratory relief to determine that the
collective work agreement regulating the rights of workers at the Company applies to the plaintiffs,
and approved their entitlement for the payment of several wage components. In respect of this claim,
the Company recognized a provision based on management's estimate and the opinion of its legal
counsels.
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El Al Israel Airlines Ltd.
Notes to the Consolidated Financial Statements
(27) In August 2014 a lawsuit was filed against the Company by the State of Israel – Ministry of Finance
with the Central District Court, in the amount of NIS 58 million. The lawsuit deals with the State’s
demand for the restitution of funds transferred as consideration from the Company’s securities to
cover a deficit in the severance pay fund of the Company’s employees as part of the Company's
privatization in 2003. It is noted that the deficit, as defined in the Agreement, was fully covered in
2007 and there remained a surplus between the proceeds of the issuances of the Company and the
State and the amount deposited in the central severance fund for “entitled employees,” as described
in the Company’s financial statements (see Note 14c.(2)). It was further claimed that the Company
received additional proceeds from the issue of options to Company employees, which was to be
transferred to the aforesaid severance pay fund. Furthermore, the lawsuit includes an injunction for
the provision of accounts regarding the severance pay fund and the claimed deficit. The Company
filed a statement of defense on November 30, 2014, and the State filed a statement of response on
December 28, 2014.
Regarding a provision made regarding the surplus in the proceeds of the issuance, see note 14(c)(2)
above. In line with management's estimates, based on the opinion of its legal counsels, and due to
the fact that the surplus in the severance pay fund (NIS 32.6 million) was deposited in a separate
account, no additional provision was included in the financial statements.
In March 2015, the Ministry of Finance filed an additional claim against the Company with the
Central District Court in Lod in the amount of NIS 77 million, regarding profits from the investment
of money in the severance pay fund, plus surpluses deriving from accounting regulations (for a non-
quantified amount).
In its lawsuit, the Ministry of Finance claimed that some of the surplus in the severance pay fund
was created prior to the date on which the State was supposed to cover the deficit in the severance
fund; consequently, the amount required by the State to cover the deficit should have been
significantly lower than the amount paid in practice, due to reasons related to profits from
investments in the fund and a change in IFRS. Therefore, a claim was filed for the reimbursement
of these sums. In March 2016, the Ministry of Finance filed an amended statement of claim against
the Company with the Lod Central District Court in the amount of NIS 125 million. The amended
statement of claim alleges excess deposits as a result of profits from investments in the severance
pay fund and not (as contended in the second original claim from March 2015) excess deposits as a
result of changes in the accounting standards. Regarding the additional claim, management
estimates, based on the opinion of its legal counsels, that it is more likely than not that the claim will
be dismissed.
Furthermore, regarding the request of an entity known as the “El Al Workers’ Action Committee”
to join the Ministry of Finance's lawsuit as a defendant and the request made by the workers’ union
and General Labor Federation in July 2016, the Court decided, with the parties' consent, to dismiss
the Action Committee's motion to join and to grant the motion to join of the workers’ union and the
General Labor Federation as formal defendants. The Court ruled that the workers’ union and the
General Labor Federation will not be able to make claims regarding their entitlement to the funds
vis-à-vis the Company. The parties are required to file amended statements of claim.
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El Al Israel Airlines Ltd.
Notes to the Consolidated Financial Statements
(28) In November 2015, a lawsuit was filed against the Company with the Central District Court in the
amount of USD 20 million. The main the allegations in the lawsuit concern breach of contract,
damages and unjust enrichment as part of a credit card joint venture in the United States between
the Company’s frequent flyer club and Heritage Affinity Services Ltd., a company registered in the
State of New York, with a wholly-owned subsidiary incorporated in Israel. The Company has
submitted a statement of defense as well as a statement of claim in the amount of USD 1.9 million,
in respect of HAS' debts to the Company, in addition to temporary motions to deposit collateral and
forfeiture. The Company believes, based on the opinion of its legal counsel, that it is more likely
than not that the lawsuit will be dismissed.
(29) In December 2016, the Company received assessments by the Securities Authority and the Ramla
Assessment Officer, further to a tax deduction audit for the calculation of wage tax and deductions
and employee expenses in the years 2011 and 2012, based on which the Company was required to
pay a total of NIS 33 and NIS 28 million, respectively (approx. USD 9 million and USD 7 million,
respectively). On February 26, 2018, subsequent to the financial position statement date, the
Company entered into an agreement with the assessment officer pursuant to which Company would
pay, in respect of assessments for the years 2011-2013 (although no official assessment was received
for the 2013 tax year) and in respect of daily allowance payments to the air crew in the years 2014-
2017, a total amount of NIS 75 million (USD 21.6 million). In accordance with the settlement
agreement and based on the opinion of the Company's legal counsels, in 2017 the Company
recognized a provision in the amount of USD 17.4 million, under operating expenses, in addition to
the provisions recognized in the Company's financial statements as of December 31, 2016. Of this
amount, a provision for USD 14.2 million was recognized in the fourth quarter of 2017, while the
remaining amount was recognized in the nine-month period which ended on September 30, 2017.
The Company also recognized an additional tax expense of USD 0.5 million, due to a decrease in
its tax loss carryforward in respect of prior years following the aforesaid settlement.
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El Al Israel Airlines Ltd.
Notes to the Consolidated Financial Statements
Deferred taxes are recognized in respect of temporary differences between the value of assets and liabilities for tax
purposes and their carrying amount in the financial statements. The deferred tax balances (assets or liabilities) are
calculated using the tax rate expected to be in effect upon their realization, in accordance with tax laws substantively
enacted as of December 31, 2017, as set forth below.
The calculation of deferred taxes, does not take into account taxes that would apply in case of realization of investments
in investees, since these temporary differences are under the Company’s control and are not expected to reverse in the
foreseeable future.
Recognized in
Balance as of other Balance at
January 1, Recognized in comprehensive December 31,
2016 profit or loss income 2016
USD thousands
Timing differences:
Fixed assets )205,849( 25,238 - )180,611(
Derivative financial instruments 10,784 233 )16,499( )5,482(
Provisions, doubtful debts and liabilities
in respect of employee benefits 15,618 **)5,844( 2,926 12,700
Total )179,447( 19,627 )13,573( )173,393(
* The balance of the Company’s carryforward tax losses at the end of 2017 is USD 312 million. For the
entire amount, the Company recognized a tax asset in its financial statements (at the end of 2016: USD
379 million).
** During 2016, the subsidiaries recognized an expense in the amount of USD 688 thousand for current
taxes.
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El Al Israel Airlines Ltd.
Notes to the Consolidated Financial Statements
b. Effective tax:
For the year ended December 31
2017 2016 2015
USD thousands
(1) Pursuant to the Income Tax Regulations ((Rules for Accounting for Foreign Investors Companies and
Certain Partnerships and Setting their Taxable Income), 5746-1986, the results of the Company and some
of its subsidiaries are measured on a dollar basis for tax purposes. Some of the subsidiaries are assessed
jointly with the Company.
(2) The Company is deemed an industrial company under the Law for the Encouragement of Industry (Taxes),
5729-1969 and, accordingly, is entitled to accelerated depreciation rates on aircraft and equipment.
Pursuant to the Income Tax Regulations - Depreciation, 1941, the Company is entitled to depreciate the
cost of these assets at an annual rate of 30% and for engines, to depreciate at an annual rate of 40%.
On January 4, 2016, the Knesset plenum approved the Amendment to the Income Tax Ordinance (No.
216), 5776-2016, which determined, inter alia, the reduction of the corporate tax rate as of January 1,
2016 and thereafter by 1.5%, to a tax rate of 25%. This revision is reflected in the Company’s financial
statements in the reports of the first quarter for 2016. Additionally, on December 22, 2016, the Knesset
plenum approved the Economic Efficiency Law (Legislative Amendments to Reach Budgetary Objectives
for the 2017 and 2018 Budget Years), 5777-2016, which prescribed, inter alia, the reduction of the
corporate tax rate from 25% to 23% in two increments. The first increment lowers the tax rate to 24% as
of January 2017 while the second increment lowers it to 23% as of January 2018.
d. Final assessments:
The Company has received tax assessments considered final up to and including the 2002 tax year and in
addition, the Company has tax assessments considered final up to and including the 2012 tax year.
Regarding assessments for tax deductions and an agreement with the assessment officer, see note 15(b)(29).
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El Al Israel Airlines Ltd.
Notes to the Consolidated Financial Statements
On May 18, 2003, the Company allocated a special share to the Government of Israel that cannot be sold or
transferred. This share was designed to protect the State’s vital interests, in accordance with the following
Government resolutions:
In addition, the Government Companies Order (Declaration of Vital Interest to the State in El Al Israel Airlines
Ltd.), 5765-2004, provides that the State has a vital interest in connection with the Company, to allow the
effective use of essential assets (aircraft with a minimum flight capacity, as defined in the Company’s articles
of association), in emergency times or for safety purposes to secure the continued existence of activity that is
essential to the security of the State and the Company will employ, at all times, Israeli air personnel, and in
Israel, Israeli land personnel, that are trained and licensed as required for the operation of the essential assets -
all in the number that is at least the number required for the continuous and simultaneous operation of all of
the essential assets during an emergency or for security needs. As of the signing date of these consolidated
financial statements, the provisions of the Order do not require the Company to make any change in the manner
of operation or any change in the composition of its employees.
c. Dividend:
Pursuant to the Company’s dividend distribution policy, the Company will distribute a dividend from time to
time, at the discretion of the Board of Directors and subject to the Company's needs.
Implementation of this policy is subject to the provisions of any relevant law as well as assessments made by
the Company's board of directors regarding the Company’s ability to meet its present as well as projected
liabilities and taking into account its liquidity, and present as well as future business plans and activities. The
adoption of this policy does not derogate from the authority of the Company's board of directors to decide on
a change, amendment and/or abolition of the dividend policy that established in said resolution, and/or to
approve additional distributions as permitted by the law and/or to decide on a reduction in distributions or to
preclude them altogether, taking into account the Company’s liquidity, activities and changing business
condition from time to time.
The following are details about the dividend distribution that occurred during the year:
On April 27, 2017, the Company declared a distribution of dividend in the amount of NIS 0.73 (USD 0.02) per
each ordinary share of NIS 1 p.v. The total dividend amount was NIS 36.2 million (USD 9.9 million). The ex-
dividend date was set for May 9, 2017, and the dividend was paid on May 21, 2017.
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El Al Israel Airlines Ltd.
Notes to the Consolidated Financial Statements
The Company uses a range of derivative financial instruments to manage exposure to changes in the price of jet
fuel, which has a direct impact on the Company’s operating expenses, as well as exposure to exchange rates,
largely arising from the Company’s mostly NIS salary expenses. The Company also has certain exposure, limited
in scope, to other currencies, mainly due to the surplus of receipts over payments in these currencies. In addition,
the Company also bears interest risk deriving from loans taken at variable interest.
The Company’s board of directors is responsible for approving a market risk management policy and supervises
the implementation of the policy through the Market Risk Management Committee. The Committee is
responsible for defining and updating the policy, supervising the policy’s implementation and issuing
instructions/approvals for Company management to deviate from implementing the policy according to various
developments (this Committee receives monthly reports from the CFO). The Company’s CEO is responsible for
making decisions regarding implementing hedging agreements in practice in accordance with the Committee’s
policy and guidelines.
The Company's finance division provides services to its business activities, provides access to local and
international financial markets, supervises and manages the financial risks involved in the Company's activities
by way of internal reports that analyze levels of exposure to risk according to their degree and strength.
As of December 31, 2017, the Company’s derivative instruments are designated as cash flow hedging
instruments for accounting purposes. The hedging ratios are documented by the Company on the date of entry
into the hedge transaction. The documentation identifies the hedging instrument, the hedged item, the hedged
risk and the applied hedge strategy, and examines to what extent the strategy is consistent with the Company’s
hedging policy.
b. Accounting policy:
As of 2015, the Company is implementing IFRS 9 (2013) early, which enables the implementation of various
provisions in certain cases from those required in accordance with IAS 39. Accordingly, changes in the value of
derivative financial instruments intended to hedge cash flows are first recognized in the statement of other
comprehensive profit (and in the Company’s equity) and are then charged to the profit and loss statement, with
the projected hedged transaction listed in the profit and loss statement (for instance, the purchase of jet fuel). In
particular, on the date on which the results of the hedging transaction are charged to the profit and loss statement,
the results of the jet fuel hedging transactions are charged to operating expenses, while forward contracts for the
protection of the NIS/USD exchange rate are charged to salary expenses, constituting the projected hedged
transaction for this matter.
When the hedging by options is made using their internal value only, the component of time in respect of these
options will also be recorded in other comprehensive income (and presented in the statement of changes in equity
in a separate capital reserve) and will be classified to profit and loss upon the occurrence of the hedged
transaction or under certain terms prior.
Pursuant to the provisions of IFRS 9, the Company is permitted to hedge the changes in the prices of jet fuel
only for the specific risk of changes in the raw material price (crude oil), for example, instead of hedging the
entire change in the price of jet fuel (including changes in the margins of marketing factors or the cost of
transportation), as performed under the provisions of IAS 39. Furthermore, the examination of the effectiveness
of the hedging is currently performed by a principle test based on “economic ratios,” when the assessment of the
effectiveness of the hedging is not required in advance.
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El Al Israel Airlines Ltd.
Notes to the Consolidated Financial Statements
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El Al Israel Airlines Ltd.
Notes to the Consolidated Financial Statements
The financial hedging of jet fuel prices is designed to guarantee a range of jet fuel purchase prices, in order to
hedge the Company's exposure against changes in global jet fuel prices.
According to Company policy in this regard, jet fuel hedging will be carried out for a period of 12-24 months
forward, on a monthly basis and at decreasing rates, as follows:
o For the coming month the Company shall hedge no less than 60% and no more than 75% of its jet fuel
consumption.
o These percentages will decrease by 5% each month until the 12th month.
o For the 13-18th months, management will be given the option of hedging up to 20% of the Company’s
expected jet fuel consumption (with no minimum hedging obligation).
o For the 19-24th months, management will be given the option of hedging up to 10% of the Company’s
expected jet fuel consumption (with no minimum hedging obligation).
Hedging is carried out using various financial instruments as decided by management (price fixing, options and
various option structures), using appropriate base assets such as jet fuel, crude oil or refined oil, at the sole
discretion of the Company's management.
When hedging jet fuel prices, the Company hedges the refining component only from the Company’s
engagements in jet fuel purchases, which also include other components such as refining and transportation
margins. Since the refining component constitutes the most significant and primary component of these
engagements (85%-90%), the hedging agreements are expected to be effective. On occasion, the Company
chooses to hedge these transactions by hedging the crude oil component only (by entering into derivatives in
which the base asset is crude oil). The crude oil price constitutes the primary component in setting the market
price of the jet fuel (80%-85%), while the coefficient between the price of crude oil and the price of jet fuel is
examined by the Company from time to time, in order to ensure that hedging the oil component in question
constitutes and is expected to constitute effective hedging.
The Risk Management Committee is authorized to exceed the policy set forth above, including with respect to
hedging. As of December 31, 2017, the Company's degree of hedging, as approved by the committee, was below
the minimum level defined in the policy set forth above with respect to the period of January- June 2018, and
above the maximum level for the period of November - December 2018. As of the reporting date, the Company
had commitments for the hedging of jet fuel prices at about 44% of the consumption expected in 2018 and 10%
of the consumption expected for 2019.
The following table presents the impact of the jet fuel derivatives on the profit and loss, other comprehensive
income, equity and cash flows of the Company.
In addition, the table also includes a sensitivity analysis explaining the changes in the Company’s results and
capital as a result of changes in the value of jet fuel derivatives. The fair value of jet fuel hedging transactions
as of the date of the statement of financial position was determined by using of standard forward pricing curves
(level 2).
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El Al Israel Airlines Ltd.
Notes to the Consolidated Financial Statements
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El Al Israel Airlines Ltd.
Notes to the Consolidated Financial Statements
e. Currency risk:
Most of the Company’s revenues and expenses are in dollars, which is its functional currency. The Company is
exposed to changes in the US dollar's rate compared to other currencies in which it has revenues and expenses,
primarily in respect of payroll expenses paid in NIS in Israel. Accordingly, a change in the shekel/dollar exchange rate
affects the Company's shekel expenses in dollar terms.
The Company also has balance sheet exposure to the weakening of the USD compared to the NIS and other currencies,
due to excess of financial liabilities over financial assets (mainly due to employee benefit liabilities, see Note 14),
denominated in currencies other than the dollar (primarily the NIS). Any change in the shekel-dollar exchange rate
affects the Company's balance sheet balances, due to the excess of liabilities over financial assets, as stated. Thus, a
10% decline in the exchange rate would lead to an expense of USD 3.8 million, due to the revaluation of balances in
the statement of financial position.
According to its policy, the Company hedges up to 75% of its estimated cash flow exposure to the NIS for the year
ahead. The extent of the hedging is determined at management's discretion. As of December 31, 2017, the Company
does not hold any derivatives for the purpose of hedging its exposure to the exchange rate.
Below is the impact of the Company's shekel-dollar derivatives on the profit and loss, other comprehensive profit,
equity and cash flows for 2017.
Increase in
Impact on asset / decrease
Impact on other Effect on in liability
profit and comprehens the Cash flows (decrease in
loss for the ive income Company's in respect of asset / increase
year for the year equity derivatives in liability)
USD thousand
Exchange rate derivatives
Balance of NIS-dollar derivatives as
of January 1, 2017 205
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Notes to the Consolidated Financial Statements
Increase in
Impact on asset / decrease
Impact on other Effect on in liability
profit and comprehens the Cash flows (decrease in
loss for the ive income Company's in respect of asset / increase
year for the year equity derivatives in liability)
USD thousand
Exchange rate derivatives
Balance of NIS-dollar derivatives as
of January 1, 2016 616
The Company is exposed to interest risk deriving from loans at variable interest rates. The risk is managed by the
Company which maintains a proper ratio between floating interest and fixed interest loans, and uses interest rate
derivatives. Hedges are assessed regularly in order to match them to forecasts regarding interest rates and the desired
hedged risk. An optimal hedging strategy is ensured by adapting the Company's loan mix and performing back-to-
back hedging vis-à-vis the amortization schedules of existing loans.
In accordance with the Company’s policy, the Company hedges its cash flow exposure to the LIBOR interest rate
(exposure arising from Company loans), at a scope of up to 50% of its total exposure for a period of up to five years.
The hedging policy is applied by creating an effective mix between fixed interest loans and variable interest loans and
by entering into interest rate swaps.
Below is the impact of the Company's interest rate derivatives on the profit and loss, other comprehensive profit,
equity and cash flows for 2017. The fair value of interest rate hedges, as of the financial position statement date, was
determined using standard interest curves (Level 2).
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Notes to the Consolidated Financial Statements
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Notes to the Consolidated Financial Statements
a. Operating income:
See note 12 regarding the Company’s accounting policy for recognizing income from passenger flights and
unearned income.
* Reclassified
b. Operating expenses:
(1) Participation in security expenses - the rate of the State's participation in the Company’s security
expenses in 2017, 2016 and 2015 was 97.5%.
* Reclassified
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El Al Israel Airlines Ltd.
Notes to the Consolidated Financial Statements
c. Selling expenses:
* Reclassified
* Reclassified
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Notes to the Consolidated Financial Statements
f. Financing expenses:
(1) In 2016 – includes profit from early payment of a loan in the amount of USD 1.3 million
g. Financing income:
a. General:
Operating segments are identified based on internal reports, which are reviewed on a regular basis by the chief
operational decision maker for the purpose of allocating resources and assessing the performance of the
operational sectors, as follows (the Company's chief operating decision maker does not receive reports on the
measurement of sectors assets and therefore this information is not included in the sector reporting):
Sector A – passenger aircraft activity including revenues (without deducting discounts) from the transport of
passengers including baggage, transporting freight in the body of passenger aircraft, mail transport and the
contribution from the sale of duty-free products.
Sector B – cargo aircraft activity includes revenues from airborne cargo shipping fees. In this area of activity,
the Company offers cargo transportation services using a cargo plane (and occasionally through the use of leased
aircraft and their crew – “wet leases”) from Israel to destinations abroad and from destinations abroad to Israel.
The Company’s other activities include income from the Sun D'Or subsidiary, income from providing
maintenance services to foreign entities, and services and additional income such as the lease of equipment,
membership fees of passenger clubs, loading and unloading services, and more. As of the first quarter of 2017,
the Company has revised segment reporting to the Company's Chief Operating Decision Maker ("CODM"), so
that revenues from Sun D'Or are presented in full under the "Others" segment, in lieu of a portion of the revenue
which is presented under the "Passenger Airline" segment. The Company has updated the operating segments
notes accordingly, including adjustment of comparative data.
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El Al Israel Airlines Ltd.
Notes to the Consolidated Financial Statements
Segment income represents the contribution produced by the segment, as follows: revenue generated by the
operating segments net of expenses involved in the operation of passenger and cargo aircraft, which inter alia,
includes fuel expenses (including the impact of hedging), depreciation expenses, fees, variable maintenance
costs, air navigation and communication, passenger food and supplies, aircraft leasing fees, discounts given to
passengers and commissions paid to travel agents, air crew expenses including wages and variable security costs.
Unallocated expenses include mainly payroll expenses, which are not attributed to the Company’s operating
activities and other fixed expenses.
* Including revenue from cargo and mail in the body of the passenger planes in the amount of USD 88,351
thousands.
In 2017, the Company allocated depreciation costs in the amount of USD 122,274 thousands to the
"passenger aircraft" segment. The cargo aircraft is leased and therefore the Company does not recognize
depreciation costs in respect thereof.
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Notes to the Consolidated Financial Statements
* Including revenue from cargo and mail in the body of the passenger planes in the amount of USD 81,964
thousands.
** Restatement, see section a. above
In 2016, the Company allocated depreciation costs in the amount of USD 128,092 thousands to the "passenger
aircraft" segment. The cargo aircraft is leased and therefore the Company does not recognize depreciation costs
in respect thereof.
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El Al Israel Airlines Ltd.
Notes to the Consolidated Financial Statements
1) During 2015, the Company and the State reached an agreement that prescribes payment for seats on the
Company’s flights. As a result of said agreement, in 2015 the Company recognized revenue in the amount
of USD 11.8 million in respect of previous years.
* Including revenue from cargo and mail in the body of the passenger planes in the amount of USD 94,097
thousands.
** Restatement, see section a. above
In 2015, the Company allocated depreciation costs in the amount of USD 112,813 thousands to the "passenger
aircraft" segment. The cargo aircraft is leased and therefore the Company does not recognize depreciation costs
in respect thereof.
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Notes to the Consolidated Financial Statements
Far East
and
North Central Rest of the
America Europe Asia world Total
USD thousands
2017:
Income:
Revenue allocated to regions 711,067 1,025,306 286,423 34,725 2,057,521
Revenue not allocated to regions 39,477
2016:
Income:
Revenue allocated to regions 677,066 986,713 298,748 32,535 1,995,062
Revenue not allocated to regions 43,366
2015:
Income:
Revenue allocated to regions 693,542 942,390 337,368 31,474 2,004,774
Revenue not allocated to regions 49,267
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El Al Israel Airlines Ltd.
Notes to the Consolidated Financial Statements
Note 21 - Subsidiaries
The Group’s charter flights are carried out by Sun D'Or (a company wholly owned by El Al). Sun D'Or is
a tour operator for wholesalers and individuals and markets charter flights and regular flights, by chartering
entire aircrafts to a third party or portions of aircraft to a number of partners at pre-agreed prices, or through
direct sales.
Starting 2011, Sun D'Or has to serve as a tourism organizer, while preserving the “Sun D'Or” label for
charter flights it markets and which are carried out by the Company (on weekdays) and by other airlines
(on weekend and holiday flights).
Regarding the entring in a transaction to acquire the shares of Israir by Sun D'Or, see Note 22 below.
(2) Tamam Aircraft Food Industries (Ben Gurion Airport) Ltd. (hereinafter: "Tamam")
Tamam (a company wholly-owned by El Al) is primarily engaged in the production and supply of prepared
kosher airline meals. The company has recently expanded its non-aviation activity and it supplies, inter
alia, institutional catering services. Tamam is located in Israel and its factory and offices are located in Ben
Gurion Airport. The Company is the principal customer of Tamam.
In December 2016, Tamam signed a licensing agreement with the Airport Authority for the production,
transport, unloading, loading and supply of food, beverages, and related products to airplanes in Ben Gurion
Airport. In August 2016 Tamam won a tender published by the Airport Authority for the receipt of up to
three licenses for the production, transport, unloading, loading and supply of food, beverages and related
products to airplanes ("the Tender"). In accordance with the terms of the tender, Tamam will build and
operate a facility, in lieu of the existing facility, for the supply of airplane food for a period of 25 years.
The investment in the construction of the above facility, its maintenance and the annual licensing fees which
Tamam will be required to pay to the Airport Authority are in immaterial amounts.
In December 2017, Tamam was notified by the Airport Authority that the government has given its approval
for the budget, which was a suspensive condition for the commencement of activity, by virtue of the
agreement. In the Company's opinion, as of this date, the construction of the facility will be completed
during the second half of 2020.
Borenstein (a wholly-owned subsidiary of the Company), which was incorporated in the United States and
operates out of New York’s JFK airport, deals mostly in the production and delivery of prepared Kosher
meals for airlines and other institutions. The Company is Borenstein's primary customer.
Superstar (a wholly-owned subsidiary of the Company), is a tourism wholesaler, which markets tour
packages to travel agents and individual travelers, and sells airline tickets on Company routes at reduced
prices. Superstar has operations in several other countries besides the UK.
Katit (a wholly-owned subsidiary of the Company) operates several restaurants for Company employees at
Ben Gurion Airport, cafeterias in the Company's office buildings and the King David Lounge at BGA.
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El Al Israel Airlines Ltd.
Notes to the Consolidated Financial Statements
Cockpit was established in 2016 by the Company to be its operating arm as an incubator for investment
projects related to the aviation field, both in terms of financial support and in terms of collaboration with
the Company for the promotion of the projects. During the third quarter of 2017, Cockpit issued 9.9% of
its shares to a third party, in consideration for USD 2 million. In respect of this transaction the Company
recognized an increase in its shareholders equity (equity attributable to the owners) in the amount of USD
1.8 million and in non-controlling interests in the amount of USD 0.2 million. It is noted that the profit and
loss attributable to non-controlling interests is negligible.
The Company holds 50.09% of Fly In, while the remaining interests are held by the Phoenix Insurance
Agencies 1989 Ltd. ("the Phoenix"), a wholly-owned subsidiary of the Phoenix Insurance Company Ltd.,
and a company established by the Phoenix, which serves as the general partner (0.02%) ("the Partnership").
The Partnership will hold an insurance agency that will engage in the sale and marketing of travel insurance
and other insurance products, among others, to the Company's frequent flyer club customers. It is noted
that as of the date of approval of the report, the insurance agency has not yet obtained the license for its
independent operation and there, as of this date, its activities are carried out by the Phoenix Insurance
Agency and a licensed agency related thereto.
b. Translation of the financial statements of investees whose functional currency is different than the US
dollar:
In order to present the consolidated financial statements, the assets and liabilities of these companies are
presented in US dollars according to the exchange rates in effect as of the end of the reported period, and income
and expense items are translated according to the average exchange rates in the reported period. The translation
differences are recognized in other comprehensive earnings under “exchange rate differences from the
translation of foreign operations,” and will be classified to profit or loss upon the disposal of the foreign operation
in respect of which the translation differences were created.
As stated in Note 2a, the Company did not include separate financial information in its periodic reports for 2017
and 2016 in accordance with Regulation 9(c) of the Securities Regulations (Periodic and Immediate Reports),
5730-1970, due to the negligibility of the added information.
Sun D'Or Leasing planes and provision of related services 85,004 69,171
On July 2, 2017, the Company and Sun D'Or International Airlines Ltd. ("Sun D'Or "), entered into an agreement
with I.D.B. Development Ltd. ("IDB Development"), I.D.B. Tourism (2009) Ltd. ("IDB Tourism" and jointly with
IDB Development – "IDB") and Israir Flight and Tourism Ltd. ("Israir") for the acquisition of Israir's entire issued
and paid-up share capital ("the acquisition agreement"), as set forth below ("the transaction"):
a. Pursuant to the acquisition agreement, on the transaction completion date, IDB Tourism shall transfer to Sun
D'Or all its shares (100%) in Israir, including all of its rights by virtue of capital notes issued by Israir, in return
for the issue of shares by Sun D'Or, representing 25% ("the share component"), such that Israir becomes a
wholly owned subsidiary of Sun D'Or, and Sun D'Or is jointly held by the Company (75%) and by IDB Tourism
(25%). The share component was determined based on a financial analysis performed by a consulting firm,
subject to adjustments resulting from mutual due diligence studies conducted by the parties and negotiations
held between them.
b. Furthermore, on the transaction completion date, Sun D'Or will pay a cash amount equal to Israir's positive
shareholders equity as shall be on December 31, 2017 (subject to several adjustments as set forth in the
acquisition agreement), up to a total amount of no more than USD 24 million ("the cash component", and
together with the share component – "the consideration"). Up to USD 8.8 million (from the cash component)
will be given to IDB Tourism as a loan, which will be repaid only from the distribution of dividends by Sun
D'Or to IDB Tourism (inasmuch as shall be distributed, following completion of the transaction) and/or from
any consideration received by IDB Tourism if it sells its shares in Sun D'Or (including in case the Put or Call
options are exercised, as specified below (fully or partially). The remaining cash component, if any, will be
recorded in Sun D'Or books as an investment in Israir.
Sun D'Or plans to finance the cash component by taking a bank loan. In accordance with the acquisition
agreement, the Company and IDB Tourism have undertaken (each according to its pro rata share in Sun D'Or,
following completion of the transaction), to back the loan with guarantees, if required, and if such bank loan is
not provided, to finance the cash component themselves as a loan to Sun D'Or (in line with their pro rata share
in Sun D'Or's holdings).
c. It is noted that in accordance with the acquisition agreement and the shareholders agreement (as defined below),
the Company and IDB have undertaken (according to their pro rata share in Sun D'Or's holdings, following
completion of the transaction), to provide guarantees up to an aggregate amount of USD 33 million, to secure
the working capital of Sun D'Or and Israir and to secure Israir's undertakings under the agreement signed
between Israir and its pilots and the New Labor Union ("the Histadrut").
d. The acquisition agreement includes, among others, the Company's representations and undertakings, including
indemnification, in relation to Sun D'Or, and IDB's in relation to Israir concerning, among others, their financial
and business condition on the date of signing the acquisition agreement and on the transaction completion date,
as customary in transactions of this kind, subject to the exceptions and restrictions set forth in the acquisition
agreement.
e. The completion of the transaction is conditional on the fulfillment of several suspensive conditions, primarily:
(a) approval by the Antitrust Authority ("the Authority's Approval"); (b) the shareholders equity of Sun D'Or
and Israir, according to their financial statements as of December 31, 2017 shall not be negative; likewise,
Israir's tangible equity shall not be less than USD 7 million as of the transaction completion date; (c) Israir will
continue to be licensed by the Civilian Aviation Authority and the Transportation Ministry; (d) completion of
the SLB transaction (as defined below) or the exercise of the alternative option (as defined below) and receipt
of consideration in respect thereof; (e) settle an issue regarding the agreement to purchase the Airbus 320
aircraft by Israir, in a manner specified in the acquisition agreements and under the responsibility of Israir; (f)
Israir shall sign a collective agreement with its pilots following expiry of the current agreement, in accordance
with the memorandum of understanding between the pilots and Israir; and (g) receipt of different approvals
from third parties.
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El Al Israel Airlines Ltd.
Notes to the Consolidated Financial Statements
f. Pursuant to the acquisition agreement, prior to completion of the transaction, Israir shall sell its aircraft to third
parties in a Sale and Lease Back Transaction ("the SLB transaction"). The Company will assist Israir to
negotiate the SLB transaction, following the Authority's approval, where the Company has undertaken to close
the transaction in consideration for USD 70 million. The Company was given an option to purchase said aircraft
and lease them back to Israir, pursuant to the conditions stipulate din the acquisition agreement ("the alternative
option"); and if during a 120-day period from the date of receipt of the Authority's approval no binding
agreement is signed for the SLB transaction with a third party, the Company shall be obligated to exercise said
option, concurrently with the completion of the transaction. The consideration paid for the aircraft reflects the
Company's assessment of the market value of the aircraft owned by Israir, as expected to be on the transaction
completion date.
In addition, prior to the completion of the transaction, Israir will repay an outstanding debt to IDB Tourism in
the amount of USD 18 million which, to the best of the Company's knowledge, will be wholly or partially
financed from the consideration paid in the SLB transaction or the alternative option. Furthermore, Israir may
distribute dividends before the transaction completion date, provided such distribution does not lead to negative
working capital. If such dividend is distributed after December 31, 2017, the amount will be deducted from the
cash component.
g. In the acquisition agreement, the parties have undertaken that, subject to any applicable law, until the
completion of the transaction, Sun D'Or and Israir will operate in the ordinary course of business, while certain
actions, as set out in the agreement, and which have been excluded by the parties, shall require the
counterparty's consent.
h. The acquisition agreement may be cancelled by both parties (or by either party) prior to the completion of the
transaction in several case, including: (a) by either party, if the transaction is not completed by March 31, 2018
(or immediately thereafter as specified in the agreement), provided in case the Authority's approval is received
after December 31, 2017, but before March 31, 2018, the Company may postpone the date of cancellation to
June 30, 2018; (b) by the Company, no later than 30 days following receipt of the Authority's Approval, if the
closing of the transaction is reasonably expected to have a significant negative impact on its turnover or cause
a significant increase in the Company's operating expenses (stand-alone); (c) by the Company, upon the
occurrence of material events as set forth in the acquisition agreement which will impact one of Israir's aircrafts,
such as an event that would lead to significant decline in the value of one of Israir's aircraft or another
impediment to the completion of the SLB transaction for reasons detailed in the acquisition agreement.
i. On the transaction completion date, Sun D'Or, IDB Development and IDB Tourism will enter into a
shareholders agreement ("the shareholders agreement"), whose wording was agreed on by the parties, defining
the rights and obligations of the Company and IDB Tourism as shareholders in Sun D'Or, including in
connection with the appointment of directors, such that the majority of directors would be appointed by the
Company, veto rights to IDB Tourism, as a minority shareholder, in relation to making decisions in certain
material issues, including interested parties in Sun D'Or, as well as certain restrictions on the transfder of Sun
D'Or shares (including right of first refusal to the Company in the event of transfer of shares by IDB Tourism
and a tag-along rights to IDB Tourism to the transfer of shares by the Company). The shareholders agreements
further stated that Sun D'Or will adopt a dividend distribution policy, where each year Sun D'Or will distribute
50% of its distributable profits (after tax), subject to the restrictions set forth in the shareholders agreement.
j. Likewise, the shareholders agreement provides that the Company will be given a call option (seven years after
the closing date) and IDB Tourism will be given a put option (two years after the closing date and up to seven
years from the closing date) to acquire the shares of IDB Tourism in Sun D'Or, at the price and on the terms
stipulated in the shareholders agreement, based on Sun D'Or's EBITDA according to its consolidated financial
statements and based on the formula and the adjustments thereto which were specified in the shareholders
agreement.
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El Al Israel Airlines Ltd.
Notes to the Consolidated Financial Statements
j. Continued:
In the first two years after the closing date, the call options may be exercised for a fixed payment (subject to
the adjustments specified in the shareholders agreement), while the put option may be exercised two years after
the closing date based on the aforesaid formula (with the adjustments specified in the shareholders agreement),
and subject to a minimum payment. Two years after the closing date, the call options may be exercised with
the addition of 15% to the result of the aforesaid formula; while the put option may be exercised less 15% from
the result of the aforesaid formula, all subject to the adjustments specified in the shareholders agreement. In
general, each of the parties may also exercise the option in parts, but not more than twice. All of IDB Tourism's
shares in Sun D'Or and an identical amount of Sun D'Or shares held by the Company (25%) will be pledged in
favor of the other party to secure the exercise of the options, as stated, and the parties' indemnity undertaking
pursuant to the acquisition agreement.
k. In addition, on the closing date, a service agreement will be signed between the Company and Sun D'Or and
Israir, the wording of which will be agreed on by the parties, defining the services that the Company will
provide to Sun D'Or and Israir, and which Sun D'Or and Israir will provide to the Company, and the
consideration paid for said services, including in relation to Company aircraft that will be made available to
Sun D'Or and Israir.
Additional details
12. Mr. Yehuda (Yudi) Levi, deputy chairman of the Company's board of directors, has informed the Company
that he may have a personal interest in the transaction, since the law office in which he is a partner has
represented IDB, IDB Tourism and Israir in the transaction and also represents other companies in the IDB
Group in different matters. Therefore, Mr. Levi did not participate and was not involved in negotiations
regarding the transaction, or in the board of directors' resolution to approve the transaction. Accordingly, the
transaction was approved by the Company's audit and compensation committee prior to its approval by the
board of directors.
13. On January 10, 2018, subsequent to the financial position statement date, the Company was informed by the
Antitrust Authority that the latter was opposed to the said transaction. The Company plans to appeal the
Authority's decision to the Antitrust Tribunal. Likewise, it is noted that there is no certainty that all the
suspensive conditions will be met or that all the approvals required for the completion of the transaction will
be received.
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El Al Israel Airlines Ltd.
Notes to the Consolidated Financial Statements
a. General:
The Company's parent company is K'nafaim Holdings Ltd. (hereinafter “K’nafaim”), which is controlled by
the Borovitz family.
In June 2004, Knafaim became an interested party in the Company. As of January 2005, Knafaim became the
Company’s controlling shareholder. As of December 31, 2017, Knafaim holds 35.3% of the Company's shares.
The following is a general description of the transactions, their attributes and value:
In 2017 operating income included revenue in the amount of USD 792 thousand from a company controlled
by Knafaim. In 2016 and in 2015 revenue was included in the amount of USD 619 thousand and USD 480
thousand, respectively.
In 2017 operating expenses included transactions totaling USD 813 thousands with K'nafaim and companies
in which its controlling parties have a personal interest. In 2016 and in 2015, expenses totaling USD 754
thousand and USD 711 thousands were included, respectively.
In 2017, selling expenses included third-party transactions in the field of advertizing with companies in which
the controlling parties have a personal interest, in the amount of USD 781 thousand. In 2016 and 2015, expenses
totaling USD 832 thousand and USD 386 thousand were included, respectively.
Administrative and general expenses included directors’ insurance expenses. In 2017 no insurance expenses
were recorded. In 2016 and 2015, expenses in the amount of USD 146 thousand and USD 153 thousand were
included, respectively.
(a) On March 6, 2018, subsequent to the financial position statement date, following the approval of
the audit and compensation committee and board of directors of the Company, an extraordinary
meeting of Company shareholders approved an extension of the Company's employment
agreement with Ms. Dalit Moses ("Dalit") for an additional 3-year period as of June 1, 2018. Dalit
is the wife of Mr. Arnon (Noni) Moses, the brother of Ms. Tamar Moses Borovitz, who serves as
Deputy Chairman of the Company's board of directors and one of the Company's controlling
shareholders. Therefore, the agreement was approved as a transaction in which a controlling
shareholder has personal interest. In addition, the meeting approved the revised terms of Dalit's
employment for a 3-year period, as follows: (a) Dalit will be promoted by one level, to the
position of sole manager in the Matmid Frequent Flyer Club and will be entitled to a gross
monthly salary of NIS 8,000 for a 50% position, plus car expenses as is customary at the
Company; (b) insofar as bonuses are granted to Company employees, Dalit will be entitled to an
annual bonus for each of the years 2017-2019, which shall not exceed the amount of the average
annual bonus (in terms of gross salary for a 50% position) for employees at her level and at the
stipulated conditions.
In addition, the meeting approved the payment of a bonus in the amount of NIS 6,000 (gross) to
Ms. Dalit Moses in respect of 2016.
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El Al Israel Airlines Ltd.
Notes to the Consolidated Financial Statements
(b) Directors and officers in the Group are insured with a directors' and officers' liability insurance, as
part of the insurance policy entered into by Knafaim and in accordance with the agreement with
Knafaim. The insurance is part of a group insurance policy which is purchased by Knafaim for
officers therein, as well as officers in its subsidiaries and related companies, in accordance with
the framework agreement that was approved by an annual and extraordinary general meeting of
Company shareholders on November 29, 2017, and according to the 2016 compensation policy
("the Framework Transaction"), for the joint purchase of an insurance policy for directors and
officers of the Company and its subsidiaries (including controlling shareholders in the Company
that serve as directors and officers), as shall serve in the Company from time to time, for an
additional 3-year period from December 28, 2017 until December 27, 2020. During the aforesaid
period, the Company may, from time to time, subject to the approval of its audit committee and board
of directors, and without requiring the approval of the general meeting of shareholders, join Knafaim
in the purchase of an insurance policy for El Al's subsidiaries and affiliated companies (hereinafter –
"Group Insurance"), with respect to all the directors and officers serving in El Al and its subsidiaries
at the time (including shareholders).
On January 24, 2018 and on January 29, 2018, subsequent to the financial position statement date,
the Company's audit and compensation committee and its board of directors, respectively, through
Knafaim, approved a continued agreement with Menora Mivtachim Insurance Ltd., to renew the
directors' and officers' liability insurance policy, which includes re considered controlling shareholder
of the Company for an additional period, from February 1, 2018 through July 31, 2019, according to
the Framework Transaction. The liability limit for the said insurance policy is consistent with the
terms of the Framework Transaction - $100 million per case. In addition to the aforesaid liability
limit, the insured officers and directors are entitled to reasonable litigation expenses above the
specified limit, in accordance with the Insurance Contract Law, 1981.
In accordance with the terms of the policy and the Framework Transaction, the Company's share of
the insurance premium fees is USD 77 thousands per year (pro rata for an 18-month period – USD
115 thousands), representing 70% of the total premium fees in respect of the Group Policy (compared
to 72% of the total premium fees in respect of the policy that expired on January 31, 2018 ("the
expired policy")), in line with the recommendations of the insurance consultants, taking into account
the various parameters examined thereby - equity, balance sheet and experience in claims. (Knafaim
incurs the additional 30% of the premium fees, compared to 28% in respect of the expired policy).
The deductible ranged between USD 10 thousands and 75 thousands (depending on the type and
nature of the claim).
The audit and compensation committee determined that in accordance with the provisions of
regulation 1(b)(1) of the Companies Regulations (Reliefs in Transactions with Interested Parties),
2000 ("The Relief Regulations") the terms of the agreement are consistent with the Company's
compensation policy. In addition, the Company's audit and compensation committee and board of
directors approved the agreement in accordance with the provisions of regulation 1(3) and 1(b)(5) of
the Relief Regulations and determined that the agreement is consistent with the terms stipulated in
the Framework Transaction. Likewise, the Company's audit and compensation committee and board
of directors determined that the agreement is identical for all the Company's officers, including
officers that are controlling shareholders as have been and as shall be from time to time, was entered
into on market terms and cannot have a material effect on the Company's profitability, assets or
liabilities.
(c) On November 29, 2017, a general and extraordinary meeting of the Company's shareholders
approved the re-issue of indemnification letters to Company directors who are also its controlling
shareholders (currently - Ms. Tamar Moses Borovitz and Sofia Kimerling) for a period of three years
starting December 29, 2017 as well as amended indemnification letters to all the Company's officers.
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El Al Israel Airlines Ltd.
Notes to the Consolidated Financial Statements
(d) On June 28, 2017, following the approval of the Company's audit and compensation committee
and board of directors, an extraordinary meeting of the Company's shareholders approved the
appointment of Mr. Nimrod Borowitz, CPA ("Nimrod"), as deputy VP for strategy, aircraft
procurement and business development of the Company and the raising of his monthly salary
(gross) to NIS 48,000 and also approved the payment of a bonus to Nimord for 2016, in the amount
of NIS 63,000 (gross). It is noted that Nimrod has been in the Company's employment since March
2009, holding various positions, and as of January 1, 2017 was head of business development,
long-term planning and procurement. Nimrod is the son of David Borowitz (one of the controlling
shareholders in Kanafim, which is the controlling shareholder of the Company, the spouse of Mrs.
Tamar Moses Borowitz, vice chairperson of the board and one of the controlling shareholders of
Knafaim) and the son-in-law of Prof. Israel (Izzy) Borowitz, one of the controlling shareholders
of Knafaim. Therefore, this agreement was approved as a transaction in which the controlling
shareholder has a personal interest.
(e) On May 23, 2017, following the approval of the audit and compensation committee, the Company's
board of directors approved the revisions made in the employment agreement with Ms. Dganit
Palti ("Dganit"), Company CFO, and her salary increase to NIS 88,000 as of April 2017. In
addition, the Company's audit and compensation committee and board of directors approved the
payment of an annual bonus for 2016 in the amount of NIS 414 thousands, as part of the approval
of annual bonuses to Company officers for 2016 (which were recognized in 2017). Of this amount,
a total of NIS 289,800 was paid to Dganit, which represents 70% of the entire bonus; the Company
recognized a provision, in accordance with accounting rules, of an additional 20% of the bonus, in
respect of a portion of the deferred bonus (30%). In accordance with accounting rules, 10% of the
bonus was not recognized in the financial statements. Dganit Cohen's husband is a director in
Knafaim, the Company's controlling shareholder, and there are business ties between a company
owned by Mr. And Mrs. Palti and companies owned by Mrs. Tamar Moses-Borowitz, deputy
chairman of the board and one of the controlling shareholders of Knafaim. Therefore, the
agreement was approved as a transaction in which the controlling shareholder has a personal
interest.
(f) Approval of monetary remuneration for Company directors (including directors that are considered
Company controlling shareholders) – on December 1, 2016, the general meeting, as part of its
approval of the Company officers compensation policy for the years 2017-2019 ("the
Compensation Policy"), approved the compensation (including entitlement to flight tickets) to
which members of the Company’s board of directors are entitled, for an additional three years,
including directors that are controlling shareholders of the Company and excluding outside
directors and directors whose terms of compensation was arranged specifically.
(g) The right of the retiring chairman of the board of directors, Prof. Israel (Izzy) Borovitz, to receive
El Al flight tickets for himself and his family – Prof. Israel (Izzy) Borovitz is one of the controlling
shareholders of Knafaim, the controlling shareholders of El Al. The transaction was approved by
the Company's audit committee, its board of directors and by the general meeting that convened
on December 30, 2008.
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El Al Israel Airlines Ltd.
Notes to the Consolidated Financial Statements
(a) From time to time, the Company enters into aviation insurance agreements. As of 2006, soon after
Knafaim became the controlling shareholder of the Company, it was added to the Company's
aviation insurance policy coverage and the terms of agreement between the parties were regulated
under an aviation insurance agreement, which was renewed every three years ("the Aviation
Insurance Agreement"). Upon the termination of the final agreement extension period (on
November 25, 2017), it was decided to change the structure of the aviation insurance agreement,
such that Knafaim Global Leasing Ltd. ("Global Leasing"), a public company controlled by
Knafaim, will enter into an aviation insurance agreement with the Company, in lieu of Knafaim,
and it was decided to draw up separate insurance policies for the Company and Global Leasing in
lieu of one insurance policy. On November 19, 2017 and on November 21, 2017, the Company's
audit and compensation committee and board of directors, respectively, approved the Company's
agreement with Global Leasing for a three-year period ending on November 25, 2020 ("the Revised
Agreement"), at similar terms to those stipulated in the original agreement, which was signed
between the parties in July 2006 and which was extended from time to time. In accordance with the
agreement, Global Leasing pays administrative fees to El Al in return for handling the said policies.
Approval by the audit and compensation committee and the board of directors is granted for a three-
year period, while the Company has the right to cancel the agreement upon the occurrence of
specific events, as stipulated in the Revised Agreement. In addition, each party may terminate the
agreement, for any reason whatsoever and at their sole discretion, provided they inform the other
party at least 60 days in advance.
In accordance with Article 117 (1A) of the Companies Law, 1999 ('the Companies Law"), the
audit and compensation committee classified the agreement with Global Leasing as a "non-
extraordinary transaction" and determined that this agreement was made during the Company's
ordinary course of business, on market terms, and is not likely to have a material effect on the
Company's profitability, assets or liabilities. The Company's board of directors approved the
agreement with Global Leasing and determined that it is in the Company's best interest. Therefore,
in accordance with Article 271 of the Companies Law, the agreement is not subject to the approval
of the general meeting of shareholders.
(b) The Company's board of directors approved the Company's agreements with the Yediot Acharonot
Group, as detailed below: (1) an agreement for the purchase of advertising spaces in the different
media outlets owned by the Yediot Acharonot Group; (2) an agreement to purchase newspapers and
magazines in Israel belonging to the Yediot Acharonot Group and intended for distribution to
passengers on El Al flights; (3) an agreement for the purchase of subscriptions to newspapers from
the Yediot Group for Company managers; (4) an agreement between Airtour Israel Ltd.
("Airtour") and "Big Deal" website, which is owned by Ynet (part of the Yediot Acharonot Group),
pursuant to which the "Big Deal" website will distribute airline tickets for Airtour, which is similar
to Airtour's cooperation with other entities. It is noted that the Company holds half of Airtour's share
capital and that Mr. Pinchas Ginsbourg, who is a director of the Company, also serves as director
on Airtour's board.
The agreements with the Yediot Acharonot Group were classified as transactions in which El Al's
controlling shareholder has a personal interest, since the Yediot Acharonot Group is owned by the
brother of Ms. Tamar Moses Borovitz, who serves as Deputy Chairman of the Company's board of
directors and is one of the controlling shareholders of Knafaim, the controlling shareholder of the
Company.
The audit and compensation committee determined that these agreements do not constitute
"exceptional transactions" and approved them. The Company's board of directors reviewed said
agreements and concluded that they are in the Company's best interest.
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El Al Israel Airlines Ltd.
Notes to the Consolidated Financial Statements
(c) The Company's board of directors approved the Company's agreements with Q.A.S. Israel Ltd.
(hereinafter – "QAS"), pursuant to which the Company provides ground handling services to airlines
companies that are represented by QAS in Israel and QAS provides these services to the Company,
as necessary. Knafaim holds 50% of the issued and paid up capital of QAS and Mr. Chanael, who
is a director of the Company and chairman of Knafaim's board of directors, also serves as chairman
of QAS' board of directors. Therefore, the Company's agreements with QAS were classified as
agreements in which the controlling shareholders of the Company have a personal interest. The
audit and compensation committee determined that these agreements do not constitute "exceptional
transactions" and approved them. The Company's board of directors reviewed said agreements and
concluded that they are in the Company's best interest.
"Negligible transaction"
On March 18, 2014, the Company's board of directors established the rules and guidelines for the classification
of a transaction entered into by the Company or one of its subsidiaries or associates, with an interested party,
as a "negligible transaction" as specified in Article 41(a)(6) of the Securities Regulations (Annual Financial
Statements), 2010 (“the Financial Statements Regulations”). These rules and guidelines are used by the
Company to determine the extent of disclosure in the periodic report and in the prospectus (including in shelf
proposal reports) as regards transactions by the Company, a corporation under its control, its subsidiary or
associate, with a controlling shareholder or in which the controlling shareholder has a personal interest in its
approval as defined in Article 22 of the Securities Regulations (Periodic and Immediate Reports), 5730-1970
(“Periodic and Immediate Report Regulations”) and Article 54 of the Securities Regulations (Prospectus
Details and Prospectus Draft – Structure and Form), 5729-1969 (“Prospectus Details Regulations”) (the types
of transactions set in the Financial Statements Regulations, the Periodic Report Regulations and the Prospectus
Details Regulations denoted above, shall be called “Transactions with Interested Parties”).
Accordingly, the Company's board of directors has determined that in the absence of special qualitative
considerations deriving from the circumstances of the matter, a Controlling Shareholder Transaction carried
out during the ordinary course of the Company's business, under market conditions and that has no material
effect on the Company, shall be considered a "negligible transaction" if all the following conditions are met:
a. The scope of the annual contract (on a calendar year basis) specified therein does not exceed NIS 1
million. In the event that the Company does not have all the rights and obligations in a specific
transaction, the contract shall be reviewed based on the Company's pro rata share of the transaction.
b. The Company is not required to issue an immediate report on the transaction in accordance with the
Periodic and Immediate Reports Regulations or any other law.
c. The transaction does not deal with terms of service and employment (as defined in the Companies Law,
5759-1999, hereinafter: “the Companies Law”) of an interested party or their relative.
As a rule, any interested party transaction shall be examined separately in order to examine its classification
as a “negligent transaction” based on the relevant financial covenants in the Company's last consolidated and
annual audited financial statements. Relevant financial covenants for reviewing a transaction are, for
instance: (1) total sales in the Interested Party Transaction; (2) the total cost of the sales in the Interested
Party Transaction; (3) the amount assets in the Interested Party Transaction; (4) the amount of liabilities in
the Interested Party Transaction; or – (5) the amount of expenses or proceeds in the Interested Party
Transaction.
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El Al Israel Airlines Ltd.
Notes to the Consolidated Financial Statements
Notwithstanding the foregoing, separate transactions constituting part of the same agreement or ongoing
transactions or very similar transactions carried out frequently and repeatedly, shall be examined as a
single transaction on an annual calendar basis, for the purpose of examining their classification as a
negligible transaction and in such cases the cumulative amount of the contract during a calendar year
shall not exceed NIS 1 million.
In addition to the aforementioned transactions, during the ordinary course of its business, the Group
carried out, during the reported year or until the date of filing the report, or which are still in effect as of
the report date, transactions with entities in which the controlling shareholders have a personal interest,
which are defined as “negligible transactions” of the following types and with the following
characteristics:
Agreement to transport cargo (newspapers) from Ben Gurion Airport to Kennedy Airport in New York
and to provide benefits in the form of airline tickets to Yediot Acharonot pursuant to a business client
agreement; receipt of billboard advertising services; providing ground services; cooperation in hosting
members of the El Al club in the Dan Lounge; granting discounts for flight tickets according to a business
customer agreement; purchase of screens and their installation in the Company's offices and providing
ongoing content, production and maintenance services for the Company; catering services for passengers
whose flights have been delayed; undercover inspections on Company flights and during security
screening for the Company's flights; controls for the Company's website; transportation services for
passenger boarding and disembarkation, advertising cooperation within which benefits are given to
Matmid club members, advertising the Company's flights and packages on search engines, and providing
various food-related services via the subsidiary Tamam.
The above agreements were approved by the board of directors as "negligible transactions", after they
had been classified as "non-extraordinary transactions" by the audit and compensation committee.
a. Transactions between the Company and a member of the Company’s board of directors, Mr.
Pinchas Ginsburg (hereinafter: “Ginsburg”) or anyone on his behalf (including corporations
under his control):
Pinchas Ginsburg, a shareholder and director of the Company, has a personal interest, directly or
indirectly, in various transactions carried out by the Company and Sun D'Or, as detailed below: (a)
from time to time, I. Hillel performs transactions with the Company and with Sun D'Or for the
purchase of tickets for El Al flights and flights marketed by Sun D'Or and for leasing charter flights
marketed by Sun D'Or; (b) the Company and Sun D'Or, from time to time, enter into transactions
with Airtour, half of the shares of which is held by the Company while the other half is held, to the
best of the Company's knowledge, by travel agents, including Mr. Ginsburg, who also serves as a
director at Airtour. These are essentially transactions for the purchase of flight tickets, provision of
ticketing outsourcing services by Airtour, reservations and ground services; (c) Mr. Ginsburg acts
as the general sales agent for Thai Airways (“Thai”) in Israel. To the best of the Company's
knowledge, Mr. Ginsburg’s remuneration is based on commissions resulting from the sale of Thai’s
plane tickets in Israel. Agreements are in place between the Company and Thai regarding the
transport of passengers and cargo, including code sharing and interline agreements. In addition, the
Company purchases, from time to time, flight tickets from Thai Airways for its employees for
business travel to destinations the Company does not reach.
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El Al Israel Airlines Ltd.
Notes to the Consolidated Financial Statements
a. Transactions between the Company and a member of the Company’s board of directors, Mr.
Pinchas Ginsburg or anyone on his behalf (including corporations under his control) (cont.):
Furthermore, by virtue of being the general sales agent for Thai in Israel, Mr. Ginsburg was given
flight tickets from the Company in 2017 free of charge, in accordance with IATA resolution no. 788
and the Company's protocol.
In light of Mr. Ginsburg’s personal interest in the aforementioned transactions, the Company's board
of directors approved, as non-extraordinary transactions, the transaction protocols between the
Company and Airtour and between Sun D'Or and Airtour as well as framework agreements between
I. Hillel and/or Mr. Ginsburg and the Company and Sun D'Or (the above transactions shall
hereinafter be referred to as “the Contracts”). The basic principles of the transaction protocols and
framework agreements are, inter alia, that all of the contracts be carried out at market prices and at
market conditions (a supervisor has been appointed to that end); contracts which are not at market
conditions shall require the prior approval of the Company's audit and compensation committee and
board of directors; at the end of each calendar six-month period, a written report regarding the
contracts carried out in the previous six months and their conditions is submitted and if the audit
and compensation committee determines that any of the contracts has deviated from market prices
and conditions, the discussion is held by the Company’s board of directors to decide on the
necessary measures for approval thereof. As of the date of the report, no extraordinary transactions
were identified.
In May 2016, the Company's audit and compensation committee and board of directors approved
the exercise of the Company’s option to extend the framework agreement (the “Framework
Agreement”) with Maman - Cargo Handling and Terminals Ltd. (“Maman”), which was signed on
February 3, 2010 for an additional period which began retroactively from April 1, 2015 and until
December 31, 2019, at improved commercial terms (the “Extension Period”). The Framework
Agreement set forth the terms and conditions regarding the terminal services provided to the
Company by Maman which, inter alia, include cargo handling, transport of cargo and storage. In
accordance with the letter of extension for the Framework Agreement and the approval of the
general meeting of Manan shareholders in August 2016, the exercise period for the options issued
by Maman for the Company, which are exercisable into ordinary shares of Maman, at a rate of 10%
of the issued share capital of Maman on a fully diluted basis, was extended until December 31,
2018. The effect of the revised terms of the option on the Company’s financial statements is
immaterial. The agreement with Maman was classified as a transaction in which an interested party
of the Company has a personal interest, since on the date of the transaction’s approval, Mr. Amikan
Cohen, chairman of the Company’s board of directors, and Mr. Yehuda (Yudi) Levy, Deputy
Chairman of the Company’s board of directors, served as directors of Maman. It is noted that in
January 2017, Mr. Amikam Cohen completed his tenure as a director of Maman. Mr. Yehuda (Yudi)
Levy continues to serve as a director at Maman.
It is noted that in addition to the Company's aforementioned agreements, which are described in this
note, the Company has other non-extraordinary transactions in which interested parties of the
Company have a personal interest. These agreements are included in the financial data set forth
below.
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El Al Israel Airlines Ltd.
Notes to the Consolidated Financial Statements
d. A services agreement with the chairman of the board of directors of the Company:
(1) As of June 1, 2017, Mr. Eli Defes has been serving as chairman of the Company's board of directors.
Below is a description of Eli Defes' terms of office as chairman of the Company's board of directors:
On June 28, 2017, the Company's shareholders meeting decided to approve the terms of employment of
Mr. Eli Defes as active chairman of the Company. Mr. Defes provides chairman services to the Company
equivalent to a 70% part-time position (130 management hours a month).
The management agreement is effective from June 1, 2017 and until the day in which Mr. Defes ceases to
serve as chairman of the Company's board of directors, for any reason whatsoever ("the management
agreement"). Each party (Mr. Defes or the Company) may terminate the management agreement by giving
a 3-month prior notice. In the event of dismissal under special circumstances, the Company may terminate
the management agreement immediately.
Mr. Defes is entitled to monthly management fees of NIS 81,900 plus VAT (against a tax invoice, as
required by law), linked to the CPI, which will be updated once a year on January based on the rate of
increase in the CPI in the preceding year.
Mr. Defes is entitled to a company car with a maximum value of NIS 300,000, and the Company shall bear
all operating and maintenance costs (including a gross-up of the usage value up to NIS 6,000 per month).
In addition, Mr. Defes is entitled to an annual bonus of no more than 63% of the annual bonus paid to the
Company's CEO, as shall be from time to time and which, in any case, shall not exceed NIS 1.89 million,
all in accordance with the Company's remuneration policy, as shall be from time to time, which includes
threshold terms for receipt of the bonus, long-term deferred bonus, as well as reduction of the bonus amount
by the Company's board of directors and refund of amounts paid, if paid, based on data that turned out to
be misleading and restated in the Company's financial statements, and subject to the approvals required by
law ("the annual bonus"). It is noted that according to the terms of the current remuneration policy, the
annual bonus to the Company's CEO is up to 2% of the Company's pre-tax annual profit, and no more than
NIS 3 million. The percentage of bonus to Mr. Defes (63% of the CEO's bonus) is derived from the part-
time position (70%) times 90% (according to the limit specified in the Company's remuneration policy).
The annual bonus will be paid with the addition of VAT, against a tax invoice. In 2017 Mr. Defes was not
entitled to an annual bonus. Mr. Defes is entitled to benefits in the form of Company airline tickets, from
his and his family, under the terms set forth in the management agreement. If Mr. Defes completes three
years of service as chairman of the Company's board of directors, he will be entitled to benefits in the form
of airline tickets after his retirement for a period of five years.
(2) Until May 31, 2017, Mr. Amikam Cohen ("Amikam") served as chairman of the Company's board of
directors.
Below is a description of Amikam's terms of office as chairman of the Company's board of directors
until May 31, 2017:
The services provided by Amikam were equivalent to a part-time position of no less than 40%. In return
for the services Amikam was entitled to management fees in the amount of NIS 53 thousands plus VAT,
linked to the Consumer Price Index. In addition, Amikam was entitled to an annual bonus, based on the
annual bonus mechanism established in the compensation policy, which shall not exceed 90% of the bonus
to which the CEO is entitled, in line with the percentage of position (according to the compensation policy,
the CEO is entitled to a bonus of 2% of the Company's pre-tax annual bonus and no more than NIS 3
million). It is noted that the Company's audit and compensation committee and board of directors approved
a bonus in the amount of NIS 1,080,000 for Mr. Amikam in respect of 2016 (this bonus represents the full
amount that was approved in respect of 2016 – without a deferred portion – in view of the termination of
his tenure as chairman of the board in May 2017).
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El Al Israel Airlines Ltd.
Notes to the Consolidated Financial Statements
On February 15, 2018, subsequent to the financial position statement date, Mr. David Maimon terminated his
tenure as CEO of the Company and as of that date, Mr. Gonen Usishkin is the new Company CEO. The
Company's board of directors approved Mr. Usishkin's appointment as Company CEO on January 8, 2018. Mr.
Usishkin filled different positions in the Company as of 2004, while from January 2017 and until the date of
commencement of his tenure as CEO, he served as VP of Commercial and Aviation Relations.
(1) Below is a description of the terms of employment of Mr. Gonen Usishkin ("Gonen") as Company
CEO:
On March 6, 2018, the Company's shareholders meeting approved the terms of office and employment of
Gonen as Company CEO. The employment agreement between Gonen and the Company is effective as of
February 15, 2018, for an unrestricted period of time during which he will serve in a full-time position as
CEO of the Company ("the employment agreement"). Each party may terminate the agreement by giving
a 6-month prior notice.
Gonen is entitled to a monthly salary of NIS 120,000 gross ("the base salary"), as of February 15, 2018.
The base salary is linked to the CPI. If the CPI falls below the base index specified in the agreement, then
the base salary will not be reduced.
Gonen is entitled to an annual bonus equivalent to 2% of the Company's pre-tax annual profit, and no more
than NIS 3 million, in accordance with the terms, restrictions and provisions that have been or will be
established in the Company's compensation policy, as shall be from time to time, which includes provisions
regarding the threshold criteria for receipt of a bonus and a long-term deferred bonus, and the right to reduce
the bonus amount by the Company's board of directors. It is noted that pursuant to the compensation policy,
in a year during which bonuses were not paid for any reason whatsoever (including in the event that the
threshold criteria for the payment of a bonus in accordance with the compensation policy have not been
met ("the threshold criteria")), the Company's audit and compensation committee and board of directors
may decide, at their sole discretion, to pay a special bonus to Gonen in an amount that will not exceed 3
months of the base salary (which was in effect during the year for which the special bonus is paid). The
Company's audit and compensation committee and board of directors may decide to pay a special bonus to
Gonen in a year where the threshold criteria have been met, provided the total amount of the bonuses: the
annual bonus and the special bonus, do not exceed NIS 3 million.
Gonen is entitled to social benefits such as provisions for an executive insurance policy or a pension fund,
loss of working capacity and a study fund, which is the accepted practice for senior officers of the Company.
In addition, Gonen is entitled for reimbursement of per-diem expenses in Israel and abroad, pursuant to
Company procedures and in line with the rates and amounts in effect at the Company from time to time.
Gonen was provided with a mobile phone and he is entitled to reimbursement of residence telephone
expenses. Gonen is entitled to a company car, and the Company shall bear all operating and maintenance
costs. The usage value of the Company car is grossed up in the salary.
Gonen and members of his family are entitled to benefits in the form of airline tickets during the period of
his employment with the Company, in accordance with the terms stipulated in the employment agreement.
If Gonen completes a 3-year tenure as Company CEO (not including a prior notice period), he will be
entitled to receive airline tickets following the completion of his term in office as CEO and for a 5-year
period after said term of office, in accordance with the terms of the employment agreement. It is noted that
at the end of said 5-year period, Gonen will be entitled to airline tickets on such terms as a retiring VP (to
which he was entitled on the eve of his appointment as CEO), in line with Company practice.
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El Al Israel Airlines Ltd.
Notes to the Consolidated Financial Statements
Gonen will be entitled to vacation, sick leave and recuperation days, as specified below: (a) for each full
year of employment with the Company (including the prior notice period), Gonen will be entitled to an
annual vacation of 22 work days, which may be accrued without limit during Gonen's term in office as
CEO; (b) the Company will provide Gonen with a paid sick leave – up to 30 days for each year of
employment at the Company, with the right to accrue days without any limit – which comprises the base
salary and any fees and benefits to which would be entitled had he worked during the sick leave period,
without the right to redeem said fees; (c) for each year of employment with the Company, Gonen will be
entitled to a 14-day recuperation fees, for the usual and customary amount. It is noted that the employment
agreement stipulates that nothing in the agreement shall derogate from the rights accrued to Gonen from
the date of his employment with the Company (April 19, 2004) until the date of entry into force of the
agreement, as stated). In accordance with the foregoing, upon the termination of Gonen's employment, he
will be entitled to redeem the remaining vacation days that were accrued during his employment prior to
being appointed as CEO (72 days), while the redemption value of each vacation day will be based on his
last salary as VP.
(2) Mr. David Maimon served as Company CEO from March 20, 2014 to February 15, 2018.
Below is a description of the terms of employment of Mr. David Maimon ("David") as Company
CEO until February 15, 2018:
On April 8, 2014 the Company's shareholders meeting approved the terms of service and employment of
David Maimon and on April 28, 2016 the Company's shareholders meeting approved the amended terms
of office and employment, commencing from January 2016.
The employment agreement between David and the Company was for an unlimited period of time during
which he served as Company CEO for a full-time employment ("the employment agreement"). Each party
may terminate the agreement with a six months’ advance notice.
David was entitled to a gross monthly salary in the amount of NIS 130,000 (“Comprehensive Salary”) as
of January 2006. The comprehensive salary is linked to the CPI or any other index that replaces the CPI
and it was updated on a yearly basis, in January, based on the increase in the CPI during the preceding year,
less cost-of-living increases that were paid since the last update of the comprehensive salary. For the
avoidance of doubt, if the CPI declined, the comprehensive salary was not reduced. David was entitled to
an annual bonus equal to 2% of the Company’s annual profits (before tax) and no more than NIS 3 million,
in accordance with the terms, restrictions and provisions established in the Company’s officers
compensation policy, as was in effect from time to time, including provisions regarding the threshold
criteria for receipt of a bonus, deferred long-term compensation as well as the board of directors' right to
reduce the amount of the bonus. Regarding the percentage of deferred bonus, it is noted that in the past, the
percentage of deferred bonus for David was 45% and not 30%, as amended pursuant to the revised terms
of employment.
David was entitled to social benefits such as provisions for executive insurance or a pension fund, loss of
working capacity and a study fund, as customary for senior officers of the Company. David was also entitled
to reimbursement of per diem expenses in Israel and abroad based on the Company’s policy and in
accordance with the rates and amounts applicable at the Company from time to time. The Company
provided David with a mobile phone and David was also entitled to reimbursement of residential telephone
expenses. The Company provided David with a licensing group 6 company car. The expenses involved in
the use and maintenance of the vehicle were incurred by the Company. The usage value of the Company
car was grossed up in the salary. David was entitled to plane tickets for himself and his family members as
is customary at the Company for officers serving as CEO, in accordance with Company procedures, which
were amended from time to time.
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El Al Israel Airlines Ltd.
Notes to the Consolidated Financial Statements
Upon the termination of David's employment and his retirement from the Company, David will be entitled
to airline tickets which are customarily provided to a retired CEO for a period of 5 years, at the end of
which he will be entitled to airline tickets on the same terms as a retired VP (to which was entitled on the
eve of his employment as CEO), as is customary at the Company. In addition to the pension agreement,
David is entitled to severance pay in the amount of one month per year for the term of his employment in
the Company based on his last salary as VP on the date of signing the employment agreement as Company
CEO for the years of service as VP; and the last salary as CEO for the years of service as CEO.
As stated, on February 15, 2018, David ended his tenure as Company CEO. Upon the termination of his
employment with the Company, David is entitled to the benefits stipulated in his employment agreement,
in accordance with the compensation policy. At the date of publication of the report, David was employed
by the Company for the prior-notice period, pursuant to his employment agreement and the compensation
policy. Without derogating from the foregoing, the Company's audit and compensation committee and
board of directors approved the following resolutions regarding the payment of a deferred bonus and the
redemption of vacation days, as specified below: (1) the payment of the deferred bonus at a rate of 30% for
2016 (which is equal to NIS 900,000) was brought forward so that it will be paid close the date of
termination of David's tenure as Company CEO); (b) the redemption of all the vacation days he accrued in
his position as VP (108), whose value will be redeemed based on his last salary while in his position as VP
( a total of NIS 76,000 (gross) per month), while the vacation days he accrued during his tenure as CEO
[53 (equivalent to 44 days, pursuant to the agreement)], which represent two years of accrual in line with
the accrual limit specified in the employment agreement, will be redeemed (including related expenses) at
the end of the prior notice period, based on his last salary as CEO (a total of NIS 130,000). It is noted that
the foregoing was approved based on a legal opinion obtained by the Company, in connection with his
entitlement, pursuant to the terms of Mr. Maimon's employment agreements as VP and as CEO, and the
Company's practice with regard to redemption of vacation days without an accrual limit. The provision for
vacation days is recognized in the Company's financial statements.
Special bonus – on March 19, 2018 and March 20, 2018, respectively, the Company's audit and
compensation committee and board of directors approved the payment of a special bonus, at their discretion,
to the retiring CEO, Mr. David Maimon, equal to 3 months of his base salary, in accordance with the
compensation policy. The total bonus approved to Mr. David Maimon is NIS 391,560 (equal to 3 months
of base salary).
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El Al Israel Airlines Ltd.
Notes to the Consolidated Financial Statements
As of December 31
2017 2016
USD thousands
Under current liabilities:
Interested party 603 507
* Retroactively adjusted.
As of December 31
2017 2016
USD thousands
Associated companies:
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El Al Israel Airlines Ltd.
Notes to the Consolidated Financial Statements
Selling expenses:
Mainly commissions and marketing fees to interested parties 4,661 4,346 4,068
(1) It is clarified that the amount presented in the table also includes, for the sake of caution, the total
turnover in respect of the transactions from which commissions are derived at various rates paid to
the related parties or to the Company, as the case may be.
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Below is a list of the Company's investments as of the date of the statement of financial position, in each of its
active subsidiaries and affiliated companies (in thousands of dollars):
Company name Class of Number of Total par Par value Share in % Value in Share of Loans to
shares / shares / value of of shares the the Investee
convertible convertible issued held Company’s balance Companies
securities securities shares Separate sheet as of
held Financial equity as Dec 31, 2017
Statements, of
as defined Dec 31,
in Article 2017
9c
In In voting USD USD
USD thousands
capital thousands thousands
Sun d'Or Ordinary
International shares par
5,000 NIS 5 NIS 5 100 100 3 3
Airlines Ltd. value NIS
(“Sun d'Or”) 0.001 each
Ordinary
shares par
1,000 NIS 0.1 NIS 0.1 100 100 - - -
value NIS
Katit Ltd. 0.0001
(“Katit”) Deferred
shares par
5,000 NIS 0.5 NIS 0.5 - - - - -
value NIS
0.0001
Superstar
Ordinary
Holidays GBP
shares par 50,000 GBP 50,000 100 100 (261) 1,024 763
Limited 50,000
value GBP 1
(“Superstar”)
T.M.M. Ordinary
Aircraft Food NIS
shares par 1,068 NIS 1,068 100 100 941 941 -
Industries (Ben 1,068
value NIS 1
Gurion
1 The shares held by the Company confer upon it the right to participate and vote at the general meetings of Airtour at a rate of 50%,
and appoint half of the members of its board of directors, without having a right to receive revenues.
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Airport) Ltd.
(“Tamam”)
Borenstein Ordinary
USD
Caterers Inc. shares at no 80,000 USD 80,000 100 100 8,267 8,267 -
80,000
(“Borenstein”) par value
Ordinary
Cockpit
shares par NIS Approx.
Innovation Ltd. 10,000 NIS 110.99 Approx. - - -
value NIS 110.99 90.1%
(“Cockpit”)2 90.1%
0.01
Founders’
shares par
- NIS 1.1 -
value NIS
0.01
Ordinary
shares par
Air - NIS 11 -
value NIS
Consolidators 0.1 50 50 4 4 -
Israel Ltd.
(“ACI”)3 Ordinary B
shares par
55 NIS 11 NIS 5.5
value NIS
0.1
Ordinary C
shares par - NIS 10 -
value NIS 1
Maman -
Cargo Ordinary
NIS NIS
Terminals and shares par 6,176,472 15 15 26,067 26,067 -
41,176,472 6,176,472
Handling Ltd.4 value NIS 1
(“Maman”)
Public Benefit
Company -
Visitors and
Heritage Ordinary
Center of El Al shares par 1 NIS 7 NIS 1 0 14.2 - - -
Ltd. (the value NIS 1
“Visitors’
Center
Company”)5
2 In August 2017, Cockpit issued 9.9% of its shares to Boeing, in consideration for Boeing's investment in Cockpit. For further
information, see Note 21 to the Financial Statements.
3 Ordinary shares owned by the Company confer upon it the right to participate and vote at general meetings of ACI and appoint
half of the members of its board of directors, without having a right to receive revenues.
4
As of January 1, 2012, the Company holds 15% of Maman's share capital as well as warrants exercisable into Maman's ordinary
shares until December 31, 2018, accounting for approx 10% of Maman's issued share capital, on a fully diluted basis.
5 In March 2016, a public benefit company was established under the name Visitors and Heritage Center of El Al Ltd. (the “Visitor
Center”). The Visitor Center is owned by the Company and its employees and retirees, and was incorporated and registered as a
public benefit company. It is noted that the Company intends to liquidate the Visitor Center as a public benefit company.
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Article 12: Changes in investments in subsidiaries and affiliated companies in the Reporting Year
In August 2017, Cockpit issued about 9.9% of its shares to Boeing, in consideration for Boeing's investment
in Cockpit. For information on Cockpit's operations, see Section 9.7.2 of Chapter A (Description of the
Corporation's Business) of the Periodic Report, and Note 21 to the Financial Statements.
Article 13: Comprehensive income (loss) of subsidiaries and affiliates and the income deriving
therefrom as of the date of the statement of financial position
Dividend Managed fees
Total deceived received after
Other
Profit comprehensive after the the date of the
comprehensive Dividend Interest Management
(loss) for income date of the statement of
Company profit (loss) for received received fees received
the year statement of financial
name the year
financial position
position
USD USD thousands USD thousands USD USD USD
thousands thousands thousands thousands
Sun d'Or - - - - - - - -
Superstar 101 - 101 - - - - -
Borenstein 2,008 203 2,211 - - - 172 -
Tamam 2 (304) (302) - - - - -
Katit - - - - - - - -
Cockpit (245) - (245) - - - - -
Airtour 98 - 98 - - - - -
Air
Consolidators 16 - 16 - - - - -
Israel
Maman 8,689 (178) 8,511 1,138 - - - -
Visitor
- - - - - -
Center6 - -
Local currency data was translated using average exchange rates for 2017.
Article 21: Remuneration for senior executives and interested parties, as recognized in the Financial
Statements for the Reporting Year
Below are details of the remuneration for the five officers with the highest compensations among senior
executives of the Company or a subsidiary, whether paid by the Company or by another, as recognized in the
Financial Statements for the reporting year.
It should be clarifies and emphasized that in April 2017, the Company's Audit and Compensation
Committee and Board of Directors approved payment of bonuses to officers of the Company for the
year 2016. Bonus amounts paid for 2016, as shown in the table below, were recognized in 2017 under
accounting principles
For information on bonuses approved for the five senior officers who received the highest remuneration
for 2016, see immediate report published by the Company on April 27, 2017 (Reference No. 2017-01-
043806).
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Total
Compensation for services (in terms of cost to the Company in Remuneration
NIS) as recognized
in 2017 (NIS)
Share-based
Percentage payment /
holding in management
Name and Position Scope of Bonus recognized
the Salary* fees / Other
position in 2017
Company's consulting
capital fees /
commission
David Maimon 600,000 for 2016;
100% - 2,232,769 N/A - 2,832,769
(former CEO) see Note (1)
Dganit Palti 372,600** for
100% - 1,444,731 N/A - 1,817,331
VP Finance 2016; see Note (2)
Harel Chalamish
100% - 1,814,289 - N/A - 1,814,289
VP Operations
Yehudit Grisaro 351,000** for
100% 1,318,680 N/A - 1,669,680
VP Human Resources 2016; see Note (4)
Gonen Usishkin
395,000 for 2016;
(as VP Commercial & 100% - 1,245,827 N/A - 1,640,827
see Note (5)
Industry Affairs in 2017)
* In the table above, amounts of compensation as “Salary” are shown in terms of cost to the Company and
include salary-related benefits, such as car maintenance, social benefits, actuarial allocations for employee
severance benefits and any income charged to wages on account of a component granted to the employee.
It does not include reimbursement for board and lodging expenses for work trips abroad.
Executives' remuneration is linked to the CPI and updated annually. The Company provides executives with
a vehicle, and bears all expenses associated with the use and upkeep thereof (including overheads).
Furthermore, executives are entitled to receive phones, mobile phones, vacation days, sick and recuperation
pay, dress allowances, managerial insurance/pension and training funds, as is common practice.
In 2017, the Company's Senior Officers' Compensation Policy for the years from 2017 to 2019 (inclusive),
as approved by the Meeting of the Company’s shareholders on December 1, 2016 ( “Compensation
Policy”). For information, see Notice of Convening a Meeting dated October 27, 2016 (Reference No. 2016-
01-068523), to which the Compensation Policy is attached.
** It should be noted that, pursuant to the Compensation Policy, the amount paid to executives for 2016 only
totaled 70% of the maximum amount, with a part of the bonus - 30% - comprising a deferred bonus, payable
to executives if, upon the conclusion of a period of three years (2016-2018 - the “Effective Period”), the
Company achieves aggregate consolidated EBT (after allocation for bonuses) that exceeds or is equal to
USD 60 million. Therefore, a portion of the bonus presented in the table constitutes a deferred bonus that
has not been actually paid to executives and will be paid subject to compliance with the conditions provided
therein and provided above.
The Company’s Board of Directors deliberated and determined that the terms of service for Company
executives, as detailed in Article 21, were consistent with the Compensation Policy.
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For information regarding the employment agreement of the Company's former CEO, see Note 23 to the
Financial Statements and Notice of Convening a Shareholders Meeting published by the Company on
March 23, 2016 (Reference No. 2016-01-012522).
Annual Bonus – An annual bonus to the Company's CEO for 2016 was approved, totaling NIS 3,000,000
("2016 Bonus"). In its 2016 Financial Statements, the Company recognized, in accordance with
accounting principles, NIS 2,400,000 of the 2016 Bonus, which are therefore not included in the table
above (of which NIS 2,100,000 were paid to the CEO in 2017). The NIS 600,000 balance of the 2016
Bonus as shown in the table above, was recognized in the Company's 2017 Financial Statements and paid
in 2018 upon termination of employment. Accordingly, the NIS 900,000 deferred portion of the 2016
Bonus was paid to the CEO in 2018. In 2017, the departing CEO was not entitled to an annual result-
based bonus.
Special Bonus – on March 19 and 20, 2018, the Company's Audit and Compensation Committee and
Board of Directors, respectively, approved the payment of a special discretionary bonus, equal to three
months' base salary, to the departing CEO, Mr. David Maimon, in accordance with the Compensation
Policy. The total special bonus approved for Mr. David Maimon stands at NIS 391,560 (equal to three
months' base salary).
Upon termination of Mr. Maimon employment with the Company, Mr. Maimon is entitled to the terms
stipulated in his employment agreement. In addition, the Audit and Compensation Committee and Board
of Directors approved the following terms in favor of Mr. David Maimon: (a) early payment of the
deferred portion of the 2016 Bonus (totaling NIS 900,000, as mentioned above); (b) redemption of 108
vacation days, based on the last salary paid to Mr. Maimon in his capacity as VP of Commercial &
Industry Affairs ( a gross salary of approx. NIS 76 thousand), in addition to 53 vacation days (equivalent
to 44 working days) accumulated to his credit as the Company's CEO (the maximum accumulation under
Mr. Maimon's employment agreement), which can be cashed in upon expiration of the prior notice period
under Mr. Maimon's employment Agreement, based on his last salary as CEO (a gross salary of approx.
NIS 130 thousand). It should be noted that redemption of vacation days accumulated to Mr. Maimon's
credit during his office as Vice President of the Company was approved in reliance upon a legal opinion
obtained by the Company in connection with Mr. Maimon's entitlement according to his employment
agreements as VP and CEO, and the company's practices for redemption of vacation days without
accumulation limit. The liability for vacation leave is recognized in the Financial Statements on a
recurring basis.
(2) Dganit Palti
Mrs. Palti has been serving as the Company's Vice President Finance since March 20, 2014.
It should be noted that the amount of bonus approved for 2016 is NIS 414,000. The amount shown in the
table above accounts for 90% of said amount (a total of NIS 372,600), constituting the sum of 70% of the
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bonus, as recognized and paid to Mrs. Palti in 2017 (totaling NIS 289,800) and 20% of the Bonus
representing the deferred portion, as recognized in the 2017 Financial Statements (totaling NIS 82,000).
In accordance with accounting principles, 10% of the bonus has not yet been recognized in the Financial
Statements and is therefore not included in the table above. For further information, see Note 23 to the
Financial Statements.
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* Mr. Eli Defes was appointed a director of the Company in November 2015 and has been holding the
position of Chairman of the Board since June 2017 in lieu of Mr. Amikam Cohen. The scope of
management services rendered by Mr. Defes corresponds to at least 70% part-time position. Mr. Defes is
entitled to benefits from the Company in the form of airline tickets. The service agreement entered into
with Mr. Defes shall be in effect until he ceases serving as Chairman of the Company's Board of Directors
for any reason whatsoever. Moreover, the service agreement may be terminated by either party at any
time, for any reason whatsoever, upon 90 days' prior written notice. Pursuant to the service agreement,
Mr. Defes annual bonus shall not exceed 90% of the amount of bonus to which the CEO is entitled (based
on a 70% part time position), subject to the Compensation Policy.
For further information regarding the terms of the engagement with Mr. Defes, see Notice of Convening
a Shareholder Meeting dated May 24, 2017 (Reference No, 2017-01-052647) and Note 23 to the Financial
Statements.
The amount stated in the "Others" column represents directors' remuneration paid to Mr. Defes for his
directorship in the Company, prior to his appointment as Chairman of the Board, totaling NIS 39,477, as
well as flight ticket benefit (excluding tax applicable to the director) totaling NIS 14,038.
** Mr. Amikam Cohen served as Chairman of the Board of Directors until May 2017. For information
regarding the terms of employment of Mr. Amikam Cohen during his chairmanship of the Board of
Directors, see Note 23 to the Financial Statements.
The amount of bonus shown in the table above represents the bonus paid to Mr. Cohen in respect of 2017
in respect of the portion recognized in 2017 under accounting principles. It should be noted that the total
bonus approved for Mr. Cohen in respect of 2016 stood at NIS 1,080,000 (reflecting the full bonus
approved in respect of 2016). The full bonus was paid in 2017 following termination of Mr. Cohen's office
as Chairman of the Board.
The amount stated in the "Others" column represents directors' remuneration paid to Mr. Cohen for his
service as Chairman of the Board of Directors, following termination of his office as Chairman of the
Board, totaling NIS 50,028, as well as flight ticket benefit (excluding the tax applicable to the director)
totaling NIS 18,757.
Total directors' remuneration and related expenses that do not deviate from the norm, and which was paid to
the Company's directors on account of 2017, including the value of airline tickets used by all eligible directors
during the Reporting Year (excluding remuneration to both former and current Chairmen of the Board, as set
out in the above table), amounts to NIS 1,835 thousand. For details regarding the General Meeting's approval
to grant airline tickets to directors, see Note 23 to the Financial Statements.
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7 On January 4, 2015, an agreement for the sale of shares was entered into between Israel Borovitz (both personally and through a
company wholly owned by him, Israel Borovitz Holdings Ltd.) and Tamar Mozes Investments Ltd. (a company wholly owned by
Tamar Mozes-Borovitz), under which, inter alia, Israel Borovitz granted Tamar Mozes Investments Ltd. an option to purchase
792,291 shares in Knafaim that he owned, subject to certain terms set out in the agreement. Pursuant to this agreement, Israel
Borovitz granted Tamar Mozes Investments Ltd. and Tamar Mozes-Borovitz an irrevocable power of attorney to vote on behalf of
said option shares, until the date of the option’s expiration (no later than December 31, 2017). Subsequently, Knafaim was informed
that a consequence of the agreement for the sale of Knafaim’s shares, and their sale in practice, was the expiration of the earlier
agreement between the relevant shareholders (David Borovitz and Tamar Mozes-Borovitz, on the one hand, and Israel Borovitz,
on the other). On January 1, 2018 the option granted to Tamar Mozes Borovitz expired, along with the irrevocable power of attorney
given to her by Israel Borovitz, authorizing her to vote in respect of his shares.
8 It should be noted that the difference between the share of capital and the voting share stems from the existence of 128,353 treasury
shares, held by Knafaim.
9 Shares of holdings in capital and voting rights (fully diluted) in the tables above are under the theoretical assumption of a single
ordinary share being allocated for each option granted to executives in Knafaim; in practice, to the extent that the options are
exercised, the share allocation will be in an amount that reflects the benefit represented in the options (exercise on a “cash only”
basis), in accordance with the terms of the allocation plan that under which they were allocated.
10 The holder serves as Vice Chairwoman of the Company’s Board of Directors. The holder conveyed that she holds the securities
through Tamar Mozes Investments Ltd., a subsidiary wholly owned by her. The holder is the wife of David Borovitz and sister-in-
law of Israel Borovitz. It is noted that on January 7, 2018, Tamar Mozes Borovitz acquired from Israel Borovitz 105,580 shares of
Knafaim, by way of exercising (on December 31, 2017) the option granted to her by Israel Borovitz (see footnote 7 above). It
should be further noted that on January 1, 2018, the option granted by Israel Borovitz to Tamar Mozes Borovitz to purchase his
remaining shares has expired, along with the power of attorney he gave her to vote in respect of his shares - for further information,
see footnote 7 above.
11 The holder conveyed that that he holds the securities through BMG (Borovitz Mozes Group) Ltd., a company he wholly owns,
apart from a single share that he holds directly. The holder is the brother of Israel Borovitz and husband of Tamar Borovitz.
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12
The holder conveyed that he owns the securities both directly and through Israel Borovitz Holdings Ltd., a company he wholly
owns. The holder is the brother of David Borovitz and brother-in-law of Tamar Borovitz. It is noted that on January 7, 2018, Tamar
Mozes Borovitz acquired from Israel Borovitz 105,580 shares of Knafaim, by way of exercising the option granted to her by Israel
Borovitz (see footnote 7 above). It should be further noted that on January 1, 2018, the option granted by Israel Borovitz to Tamar
Mozes Borovitz to purchase his remaining shares has expired, along with the power of attorney he gave her to vote in respect of
his shares - for further information, see footnote 7, above.
13
The holder is the wife of Eran Ilan, a director in Knafaim, and the sister of Arnon Dafna. The holder conveyed that that she holds
the securities both directly and through Carmel Ilan Holdings in Knafaim Ltd., a company she wholly owns.
14 The holder is the sister of Carmel Ilan and the sister-in-law of Eran Ilan, a director in Knafaim. The holder conveyed that that she
holds the securities both directly and through Dafna Arnon Holdings in Knafaim Ltd., a company she wholly owns.
15
The holder conveyed that he holds the securities through A.L. Aviation Assets Ltd., a private company whose entire issued capital
is fully held, starting on November 28, 2016, by Levyim Assets, Ltd., a company controlled and wholly owned by Adv. Yehuda
(Yudi) Levy, who serves as a Vice Chairman of the Board of Directors of El Al and director of Knafaim, and his wife (previously,
A.L. Aviation Assets Ltd. was held in equal parts by Levyim Assets Ltd. and by Miella Venture Partners, Inc., a wholly owned
subsidiary of a foreign trust, whose beneficiaries are members of the Effi Arazi family). Accordingly, the name of the above holder
was changed, on that date, to Yehuda Levy, in place of A.L. Aviation Assets Ltd.
16
The holder related that the Zabludowicz Trust is a trust registered in Liechtenstein (trust no. FL-0001.506.639-4), in which Pujo
Zabludowicz is the main beneficiary; the Zabludowicz Trust holds shares in Knafaim through Tamares Knafaim Holdings Ltd., a
wholly owned subsidiary of the company Tamares Israel Investments Ltd., which is wholly owned (indirectly) by the Zabludowicz
Trust. In August, 2013, a unilateral undertaking provided by the Individuals of the Borovitz Group, and private companies
controlled thereby (in this section: the “Borovitz Group”), to Tamares entered into force, according to which, in each general
meeting of Knafaim whose agenda concerns the appointment of directors, they would vote in respect of all Knafaim shares that
they own on the determining date for the vote, as set out in each such meeting, in favor of the appointment of one director
recommended by Tamares, provided that (a) they meet all eligibility requirements under the law; and (b) Borovitz Group does not
object to their identity. Borovitz Group may object to the identity of a candidate for the Board, as described in subsection (b), with
regards to no more than two candidates annually, and has notified Tamares in advance of candidates to which it would not object.
The effect of said undertaking by the Borovitz Group will expire on the earliest of the following dates: (1) the earliest date on
which Tamares’ holdings in the issued share capital of Knafaim are less than 13%; (2) the earliest date on which Borovitz Group
ceases to be a controlling shareholder in Knafaim (as “control” is defined in the Securities Law); and (3) the earliest date on which
Pujo Zabludowicz, or one of his heirs, cease to be the main beneficiaries of Tamares. Furthermore, Borovitz Group will work to
convene a general meeting in the event that the appointment or replacement of a director recommended by Tamares is required,
and vote in such meeting, as stated above. As of the date of this report, Mr. Ami Arel serves as a director in Knafaim on behalf of
Tamares.
17
The holder is a director in Knafaim. The holder related that he also owns 27,472 ordinary shares of the Company, representing
some 0.006% of its issued share capital (with and without dilution). Securities in Knafaim and in the Company are held by Director
Yossi Fox’s sons, who, in accordance with the Securities Law, are considered for this purpose to be “one person”.
18 The holder is a member of an institutional reporting group, consisting of companies of the following groups: Delek Group Ltd.
Phoenix Holdings Ltd. and Excellence Investments Ltd. The above holdings include holdings in a Nostro account and participating
life insurance policies. As of December 31, 2017, the holder owned 1,848,000 Bonds (Series G) of Knafaim (representing approx.
1.19% of this series) through participating life insurance policies, as well as the Company's shares, according to the following
order: (a) Nostro account – 750,000 ordinary shares representing approx. 0.15% of the Company's issued share capital (with or
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The following provides information regarding agreements which, to the best of the Company's knowledge,
exist between the shareholders of Knafaim with respect to the exercise of their rights by virtue of their holdings
of Knafaim, as of the date of publication of the Report:
Knafaim Shareholder Agreements
Pursuant to a shareholders agreement dated November 22, 1993 (as amended on May 27, 2004), whose parties,
as of the reporting date, are individuals of the Borovitz Group, Sofia Kimerling (in this section: “Kimerling”),
David Borovitz' children (Amir Borovitz, Nimrod Borovitz and Maya Borovitz)22 and Yigal Arnon's daughters
(Carmel Ilan and Dafna Arnon) (collectively referred to hereinafter as the “Arnon Individuals”), it was agreed
that the parties would use their voting power in Knafaim such that, at all times, eight directors recommended
by the parties would be appointed to the board of directors of Knafaim, according to a list determined by them,
without dilution); (b) Phoenix Holdings Ltd. – Participating – 230,191 ordinary shares, representing approx. 0.05% of the
Company's issued share capital (with or without dilution); (c) Israel Shares Partnership – 25,375,986 ordinary shares, representing
approx. 5.12% of the Company's issued share capital (with or without dilution); (d) TA 125 Partnership – 1,052,787 ordinary
shares, representing approx. 0.21% of the Company's issued share capital (with or without dilution); (e) Excellence Provident Funds
Ltd. – 18,341 ordinary shares, representing approx. 0.004% of the Company's issued share capital (with or without dilution).
19
The holder is a member of an institutional reporting group, consisting of companies of the following groups: Delek Group Ltd., the
Phoenix Holdings Ltd. and Excellence Investments Ltd. The above holdings include holdings in mutual fund management
companies and index product issuers. The group of Excellence Investments Ltd. is an interested party of Knafaim by virtue of
holdings. As of December 31, 2017, the holder owned 4,326,724.85 Bonds (Series G) of Knafaim (representing approx. 2.78% of
this series) through mutual fund management companies, and 318,171 ordinary shares of the Company (representing approx. 0.06%
of its issued share capital).
20
The holder is a member of an institutional reporting group, consisting of companies of Altshuler Shaham Group Ltd. The above
holdings include holdings in mutual fund management companies. Altshuler Shaham Group Ltd. is an interested party of Knafaim
by virtue of holdings. As provided to Knafaim, some of the controlling shareholders of Altshuler Shaham Ltd. (the controlling
shareholder of the institutional reporting group) are also controlling shareholders of companies acting as General Partner of several
partnerships engaged in hedge funds management. As of December 31, 2017, the holder also held 8,808,314 ordinary shares of the
Company (representing a percentage holding of approx. 1.77% of the Company's issued share capital (with or without dilution). In
addition, as of December 31, 2017, Altshuler Shaham Yanshuf Gidur Ltd. (General Partner) owns a holding of 668,500 ordinary
shares of the Company (representing approx. 0.13% of the Company's issued share capital (with or without dilution).
21 The holder is a member of an institutional reporting group, consisting of companies of Altshuler Shaham Group Ltd. As provided
to Knafaim, some of the controlling shareholders of Altshuler Shaham Ltd. (the controlling shareholder of the institutional reporting
group) are also controlling shareholders of several hedging funds, including Altshuler Shaham Netz Gidur Ltd. which is the General
Partner of a partnership engaged in hedge fund management. It should be noted that the holdings listed under Altshuler Shaham
Netz Gidur Ltd., as provided above, are holdings in the partnership of which Altshuler Shaham Netz Gidur Ltd. is the General
Partner. Altshuler Shaham Ltd. is an interested party of Knafaim by virtue of holdings. As of December 31, 2017, the holder also
owned (a) 400,000 Bonds (Series G) of Knafaim (representing approx. 0.26% of this series) and, as provided by Knafaim to the
Company, 1 ordinary share of El Al.
22 As of the reporting date, and to the best of the Company’s knowledge, David Borovitz’s children are not shareholders in Knafaim.
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as detailed below.23 The agreement also includes provisions concerning a right of first refusal and the
appointment of the chairman and CEO of Knafaim, as described below (hereinafter in this section:
“Shareholders Agreement”).
Appointment of Knafaim Directors
This list will be compiled by the parties to the Shareholders Agreement, as follows:
(1) The Individuals of the Borovitz Group will be entitled to include six (6) directors on the list;
(2) The Arnon and Kimerling Individuals, shall each be entitled to include one director on the list;
(3) In this context, it was agreed that if Kimerling's holdings dropped to below 5% of the issued and
paid up share capital of Knafaim, the Individuals of the Borovitz Group would have the right to
demand, by written notice to Kimerling, the termination of her right to serve as a director or to
appoint a director. In such a case, wherein notice has been given by the Individuals of the Borovitz
Group, Kimerling (or the director she appointed) shall resign, and the right to appoint a director in
place of that which was dismissed, as stated, shall transfer to the Individuals of the Borovitz Group.
Should Kimerling resign from Knafaim’s board of directors as the result of a demand from Borovitz,
Kimerling will not be required to exercise her voting right in respect of the appointment of directors
in Knafaim on behalf of the other parties to the Shareholders Agreement, as stated above.
Furthermore, should Kimerling resign from Knafaim’s board of directors as the result of a demand
from the Individuals of the Borovitz Group, as stated above, the right of first refusal towards the
Individuals of the Borovitz Group, as described below, shall not apply to her.
(4) Should the holdings of the Arnon Individuals (collectively) drop below a rate of 5% of Knafaim’s
shares, their right to appoint a director to Knafaim’s board of directors shall be cancelled, and their
right to appoint said director shall be transferred to Borovitz Group.
(5) The parties will vote together against the dismissal of any director appointed under the agreement,
unless the party that included them on the list is the party seeking their dismissal. Should a party
that appointed a director that was dismissed seek to appoint another director in their place, the
parties will exercise their voting powers to effect such appointment.
23 It should be noted that pursuant to Knafaim’s articles of association, its board of directors will consist of no less than 3 directors,
and no more than 14. As of the date of publication of the report, 12 directors serve on Knafaim’s board of directors, including 3
external directors.
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Kimerling Individuals to an “Authorized Transferee,” i.e., the spouse married to a party to the agreement and/or
their adult children (an “Authorized Transferee”), provided such Authorized Transferee provides its approval
of the transferor’s undertakings under the agreement.
Agreement between BMG Tamar and Mozes-Borovitz
To the best knowledge of the Company, under an agreement signed between BMG and David Borovitz, on the
one hand, and Tamar Mozes-Borovitz, on the other, the appointment of directors in Knafaim that Borovitz-
Mozes are entitled to appoint, from time to time (in accordance with the aforesaid Shareholders Agreement),
is effected in accordance with an arrangement between them, which also includes provisions concerning a right
of first refusal and a tag along right.
Article 22: Transactions with controlling shareholders
For details, to the best knowledge of the Company, regarding transactions with controlling shareholders or in
whose approval the controlling shareholder has a personal interest, and that the Company engaged in in the
Reporting Year or that continue to be in effect on the reporting date, see Note 23 to the Financial Statements.
Article 24: Holdings of interested parties and senior executives
For information regarding holdings of interested parties and senior officers as of December 31, 2017, see
immediate report on the status of holdings of interested parties and senior shareholders, published by the
Company on January 7, 2018 (Reference No. 2018-01-002551).
In addition, the following table provides information on holdings of interested parties in shares and other
securities of the Company and its investee companies whose activities are material to the Company’s
operations, as of March 13, 2018:
Moreover, the State of Israel holds a special state share, in accordance with the Company's prospectus dated
May, 2003. To the best of the Company's knowledge, and according to information it was provided, the State
of Israel also holds some 1.1% of the Company’s share capital. For information regarding the special State
share and the rights attached thereto, see Section 9.11.9 of Chapter A of the Company's 2017 Periodic Report.
24 On December 22, 2004, EL Al received approval from the special state shareholder for Knafaim to hold more than 40% of the
issued share capital of the Company, at a rate affording it control of the Company.
25
Pinchas Ginsburg (who serves as a director in the Company) and Y. Hillel & Co. Ltd. (“Y. Hillel”), which he fully owns, received
approval from the special state shareholder, on September 3, 2006, for individuals of the Pinchas Ginsburg family and Y. Hillel to
collectively hold shares in the Company at an aggregate rate that is lower than 15% of the issued share capital of the Company.
It should be noted that Pinchas Ginsburg has a personal stake, directly and indirectly, in various transactions performed by the
Company and/or its affiliates, as detailed in Note 23 to the Financial Statements of December 31, 2017.
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Holdings of senior executives in the share and other securities of the Company, its subsidiaries or affiliates, as
of March 13, 2018: None.
Article 24a: The Company's registered and issued capital and convertible securities, as of March 13, 2018
Holder I.D. No. Address Par value Issuance date From serial To serial no.
quantity no.
State of Israel --------- Ministry of 1 Special State Share
Finance,
Jerusalem
Bank Hapoalim 513056603 62 Yehuda 495,706,357 Starting Held through many split share
Nominee Halevy St., Tel January, 2005 certificates
Company Ltd. Aviv
Eden Sharabani 324978832 2 Meir Shfeya, 980 Nov 26, 2003 31,999,021 32,000,000
Petah Tikva
David Noyman 008332884 14 David 100 Aug 1, 2003 31,998,921 31,999,020
Shimoni,
Jerusalem
Nathan Panzer 008037392 PO Box 4241, 250 Jul 1, 2004 395,717,678 395,717,927
Haifa 31042
Avraham 7675838 123 77 Jul 11, 2004 395,717,601 395,717,677
Berkowitz Barsimantov,
Yehud
Barlev Yehuda 064837123 6a Yehuda Leib 100 Jul 5, 2006 399,458,971 399,459,020
Halevi Barsky,
Tel Aviv
May 14, 2007 399,459,021 399,459,070
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Register of Shareholders
Ordinary Shares - Security No. 1087824
Holder I.D. No. Address Par value Issuance date From serial To serial no.
quantity no.
Itzak Pachter 003730165 555 Lake View 1,100 March 1, 2005 31,997,821 31,998,920
Drive, Miami
Beach Florida
33140 USA.
Batia Sepin 003730173 6917 Collins 1,100 March 1, 2005 31,996,721 31,997,820
Ave.
#1503 Miami
Beach
Florida 33141
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Name Address for Independent Employee Starting date of Education and employment in the Relative of another Do they have
service of director/external of the their tenure as last five years: interested party in accounting and
I.D. No. legal process director Company, director the Company? financial
a Details of companies in which they expertise or
Date of Birth Membership in Board of serve as a director
subsidiary professional
Citizenship Directors committees or affiliate qualifications?
of the
Company,
or of an
interested
party?
Eli Defes El Al Government Relations No November 29, 2015 Academic education: BA in Political No Professional
Headquarters, and Regulation Science from Bar Ilan University; qualifications
Chairman of the Ben Gurion Committee, Security Graduate of Political Science and
Company's Board of Airport Committee (Chairman), Sociology from Haifa University;
Directors 7015001 Corporate Governance Graduate of the National Security
052016631 Committee (Chairman), College.
Executive Committee
July 31, 1953 (Chairman), Finance and Business experience in the last five
Budget Committee, years: Since June 2017 – Chairman of
Israeli the Company's Board of Directors.
Human Resources
Committee, Market Risk Until May 2017 – CEO of Clalit
Management Committee Health Services Group.
Director in: Harel Insurance Company
Ltd.
Tamar Mozes- 2 Raul Government Relations CEO of January 6, 2005 Academic education: Graduated MBA Yes. Wife of Mr. Professional
Borovitz Wallenberg, and Regulation Tamar studies at Tel Aviv University; David Borovitz, a qualifications
Ramat Committee, Human Mozes Bachelor of Political Science at Bar- controlling
Vice Chairman of Hachayal, Tel Resources Committee, Investments Ilan University. shareholder in
the Company's Aviv Market Risk Management Ltd. - a Knafaim.
Board of Directors Committee and Executive company Business experience in the last five
Committee. wholly years: CEO of Tamar Mozes
056400997 Investments Ltd., CEO of Mapal
owned by
March 11, 1960 the director, Communications Ltd.
Israeli which holds Director in: Knafaim Holdings Ltd.,
shares in Global Knafaim Leasing Ltd., Sun
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Yehuda (Yudi) Levy 98 Yigal Alon Market Risk Management No January 28, 2008 Academic education: Bachelor of the No Professional
St., Tel Aviv, Committee, Government Faculty of Law at the Hebrew qualifications
Vice Chairman of c/o Goldfarb Relations and Regulation University. Member of the Israel Bar
the Company's Seligman & Committee, Security Association and the Bar Association in
Board of Directors Co. Committee, Human New York.
046201323 Resources Committee,
Corporate Governance Business experience in the last five
June 10, 1945 Committee and Executive years: Managing partner of Goldfarb
Committee. Seligman & Co. Law Offices.
Israeli
Director in: Knafaim Holdings Ltd.,
Dori Media Group Ltd., Maman Cargo
Terminals and Handling Ltd., Global
Knafaim Leasing Ltd., A.L. Aviation
Assets Ltd., Levyim Assets Ltd., The
Shalem Foundation, Shalem Academic
Center Ltd., the Adv. Yudi Levy
company.
Amikam Cohen 11, Galgalei Corporate Governance No December 30, 2008 Academic education: BA in Industrial No Professional
Haplada St., Committee, Security Engineering and Management from qualifications
005265855 Herzliya Committee Ben Gurion University.
June 8, 1948 Pituach
Business experience in the last five
Israeli years: Chairman of the Company's
Board of Directors – until May 2017;
CEO of Hutchinson Water.
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Pinchas Ginsburg 12, Mota Gur Market Risk Management CEO of Y. June 24, 2009 Academic education: BA in No Accounting and
St., Givat Committee (Chairman), Hillel & Economics and Accounting from Tel financial
054189451 Shmuel Budget and Finance Co., Ltd., Aviv University. expertise
January 2, 1957 Committee, Balance Sheet which is
Committee and Executive part of Business experience in the last five
Israeli, German Committee. Pinchas years: CEO of Y. Hillel & Co., Ltd. -
Ginsburg Travel agency and representatives of
Group, foreign airlines in Israel; CEO of West
which is an East Airline Representatives Ltd.
interested Director in: Y. Hilel & Co., Ltd., West
party in the East Airline Representatives Ltd.,
Company Privilege Tourism Ltd., Matador
by virtue of Jerusalem (1994) Ltd., Airtour (Israel)
its holdings. Ltd., Talpiyot Airline Representatives
Ltd.
Shlomo Hanael Ayalon Government Relations Chairman June 24, 2009 Academic education: Bachelor of No Professional
Insurance and Regulation of the Aeronautical Engineering, the qualifications
064516271 House, 12 Committee, Market Risk Board of Technion; MBA from Tel Aviv
January 10, 1950 Abba Hillel, Management Committee, Directors of University.
Ramat Gan, c/o Budget and Finance Knafaim
Israeli Knafaim Committee and Security Holdings Business experience in the last five
Committee. Ltd., the years: Chairman of Knafaim Holdings
Company’s Ltd.
controlling Director in: Chairman of the Board of
shareholder. Knafaim Holdings Ltd., Global
Knafaim Leasing Ltd., , Maintenance
Wings (2005) Ltd., QAS Israel LTD.
Sofia Kimerling PO Box 3050 Corporate Governance No January 19, 2011 Academic education: MBA, Derby No Professional
Herzliya 46638 Committee University Israel. qualifications
71511174
Business experience in the last five
May 1, 1951 years: Enterprises.
Israeli Director in: Knafaim Holdings Ltd.,
Sun d'Or International Airlines Ltd.,
T.M.M. Aircraft Food Industries (Ben
Gurion Airport) Ltd.
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Ruth Dahan 26, Arlozorov Audit and Compensation No December 31, 2013 Academic education: MBA graduate No Accounting and
(Portnoy) St., Givataim Committee, Balance Sheet specializing in Finance and financial
Committee, Budget and Accounting from the Hebrew expertise
Independent Finance Committee University of Jerusalem; BA in
Director (Chairman), and Market Economics, Hebrew University of
024807927 Risk Management Jerusalem.
Committee
February 1, 1970 Business experience in the last five
years: Founder and manager of TMF -
Israeli Tailor Made Finance,
Vice President of Standard & Poor's
Maalot (from 2003 until April, 2013).
Director in: Luzon Group Ltd., Assuta
Medical Centers Ltd.
Eyal Haimovsky 22, Ehad Ha'am Audit and Compensation No February 18, 2015 Academic degrees: Master of Business No Accounting and
St., Jerusalem Committee (Chairman), Administration (MBA), University of financial
External Director Balance Sheet Committee, Derby; Graduate in Business expertise
027425800 Budget and Finance Administration (B.Ac) from
Committee, Corporate Champlain College; Structural
May 29, 1974 Governance Committee Engineering, the College of
Israeli and the Government Management.
Relations and Regulation
Committee. Business experience in the last five
years:
CEO of the Jerusalem Development
Authority (2015-present);
PMO bureau chief (2012-2014).
Yael Andorn 12, Aba Hillel Audit and Compensation No October 29, 2017 Academic education: MBA with No Accounting and
St., Ramat Gan Committee, Balance Sheet specialization in Finance and financial
External Director Committee, Budget and Accounting from the Hebrew expertise
027897958 Finance Committee. University; BA in Economy and
Sociology from the Hebrew;
October 3, 1970
Graduate of the Government
Israeli Executive Education Program,
Harvard University.
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Prof. Joshua (Shuki) Shemer – External Director; Date of commencement of office: November 19, 2008; date of termination of office: November 19, 2017.
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Name Position Starting date of Serving in a position in a Interested party in the Education and employment in the last five
tenure subsidiary or affiliate of Company or relative of another years
I.D. No. the Company or of an senior executive or interested
Date of Birth interested party? party in the Company?
Gonen Usishkin CEO * February 15, 2018 No. No Academic education: BA in Business
Administration and Economy from Tel Aviv
011031820 University; Master's Degree (MBA) in
August 19, 1967 Business Administration from Tel Aviv
University.
Business experience in the last five years: VP
of Commerce and Industry Affairs (Jan. 2017
– Feb. 2018); Head of Strategy & Business
Development (Oct. 204 – Dec. 2016);
Director Revenue Management (2011-2014).
* It is noted that during 2017 and until
February 15, 2018, Mr. David Maimon served
as the Company's CEO.
Dganit Palti VP Finance March 20, 2014 No No Education: CPA. BA in Economy &
Accounting from Tel Aviv University; MBA
057696551 in Business Administration from Tel Aviv
June 11, 1962 University.
Business experience in the last five years:
CFO of Granite Hacarmel Investments Ltd.
Yosef Barazani VP Maintenance and September 1, 2014 No No Education: B.A in Social Sciences, the
Engineering Hebrew University; MBA in Business
057938367 Administration from the Peres Academic
January 11, 1963 Center.
Business experience in the last five years: VP
at Wings Maintenance Limited Partnership
(2010-2014).
Harel Chalamish VP Operations December 16, 2016 No No Education: B.A in Modern Art, Auburn
University; Graduate of Geography, Graduate
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Amir Rogovski VP Customer & Service* May 1, 2017 No No Education: BA in Economy & Logistics from
Bar-Ilan University; Graduate of Political
022756456 Science & National Security from Haifa
May 2, 1967 University.
Business experience in the last five years:
Director of Customer Service Division at
Partner Telecom (2012-2014)..
* It is noted that until April 30, 2017, Mrs.
Yehudit Grisaro served as the Company's VP
Customer & Service.
Dan Fogelman General Counsel* May 1, 2017 No No Education: Bachelor's degree (LLB) in Laws
from Tel Aviv University.
034457499
Business experience in the last five years:
October 23, 1977 General Counsel of Knafaim Holdings Ltd.
and Knafaim Global Leasing Ltd (until March
2017).
* It is noted that until April 4, 2017, Omer
Shalev, Adv., served as the Company's
General Counsel.
Yehudit Grisaro VP of Human Resources June 6, 2017 No No Education: Graduate of Computer Sciences
& Administration* (EMBA) - Tel Aviv University; Bachelor of
057895385 Social Sciences - Tel Aviv University.
September 28, 1962 Business experience in the last five years: EL
AL VP of Customer &Service (January 1,
2011 – April 30, 2017).
* It is noted that until May 30, 2017, Hanan
Matasaro served as the Company's VP of
Human Resources & Administration.
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Michael Strassburger VP Commercial & February 15, 2018 No Yes Education: BA in Economy & Business
Industry Affairs Administration from Bar Ilan University;
039343488 Mr. Strassburger serves as CEO Graduate of EMBA from Tel Aviv University.
of Sun d'Or and is expected to
March 29, 1984 terminate his office as such on Business experience in the last five years: EL
March 21, 2018. Mr. Strassburger AL Manager Timetables and Route Network
serves as Director of Sun d'Or (2009-2014); CEO of Sun d'Or Israel Airlines
since March 20, 2017. Ltd. (2014 – March 21, 2018(
* It is noted that during 2017 and until
February 15 ,2018, Mr. Gonen Usishkin
served as EL Al VP Commercial & Industry
Affairs.
Shahar Markovitch V.P Information March 1, 2018 No No Education: BA in Computer Science from the
Technologies & Digital Hebrew University; Graduate of MBA from
034536805 Massachusetts Institute of Technology.
October 28, 1977 Business experience in the last five years:
International Expert Partner of Strategy,
Digital & Innovation of McKinsey (2006-
2016); Chief Digital Officer of Bank
Hapoalim (20016-2017).
* It is noted that during 2017 and until
February 15 ,2018, Mr. Ofer Tsabary served
as EL Al VP Organization & Information
Technologies.
Gil Ber Company Auditor June 1, 2009 Auditor of the Company’s No Education: BA in Business Administration
subsidiaries. and Accounting from the College of
028913051 Administration, magna cum laude in Auditing
January 10, 1972 and Public Administration at Bar-Ilan
University; Accountant, Certified Internal
Auditor, USA (CIA) and Certified in Risk and
Information Systems Control, USA (CRISC).
Business experience in the last five years:
Auditor of the Company and its subsidiaries.
Lecturer at Ben Gurion University, Haifa
University, Tel Aviv University and at the
Ono Academic College in the field of risk
management and internal auditing. In
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David Maimon - President and Chief Executive Date of commencement of office – March 20, 2014; date of termination of office – February 15, 2018.
Officer
Ofer Tsabary - VP Information Technologies Date of commencement of office – June 30, 2005; date of termination of office - February 15, 2018.
Hanan Matasaro – VP Human Resources & Date of commencement of office – May 1, 2014; date of termination of office – May 30, 2017.
Administration
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At a Special General Meeting of the Company’s shareholders held on October 29, 2017, it
was resolved to approve the appointment of Mrs. Yael Andorn as External Director of the
Company. For further information, see the Company’s immediate report dated September
24, 2017 (Reference No.: 2017-01-083665).
At a Special Annual General Meeting of the Company’s shareholders held on November
29, 2017, it was resolved as follows: (1) to approve the Company's entering into a
framework transaction with Knafaim, the Company's controlling shareholder, for the joint
acquisition of Group Directors and Officers Liability Insurance, by the Company and
Knafaim, for a period of three years. For further information, see the Company's immediate
report dated October 25, 2017 (Reference No. 2017-01-093949) ("Notice of Convening
the Meeting"); (2) to approve the amendment to the Company's Articles of Association.
To review the updated version of the Company's Articles and the amendments made
thereto, see Appendix B attached to the Notice of Convening the Meeting, incorporated
herein by way of reference; (3) to approve the appointment of the following persons as
directors for an additional term of office: Messrs. Eli Defes, Tamar Mozes Borovitz,
Yehuda Levy, Amikam Cohen, Shlomo Hanael, Sofia Kimerling, Pinchas Ginsburg and
Ruth Dahan; (4) to approve the re-appointment of Brightman Almagor Zohar & Co. as the
Company's auditors; and (5) to approve the extension of letters of Indemnifications of
directors and officers who are controlling shareholders of the Company, for an additional
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period of three years, commencing December 29, 2017. For further information, see Notice
of Convening the Meeting.
The main terms and conditions of the Insurance Policy are set forth below:
(A) The Insurance Policy's liability limit is USD 100 (one hundred) million per event, and
in total for an annual insurance period, plus reasonable legal defense expenses pursuant
to the Group Insurance Contract Law, 5741-1981;
(B) The Company's share of the insurance premium is USD 76,600, in terms of annual cost,
and USD 115,000 thousand for a period of 18 months, representing about 70% of the
insurance fees for the group Insurance Policy (compared to about 72% of the insurance
fees in respect of the group policy that expired);
(C) The Company's deductible for claims against it involving breach of securities laws shall
not exceed USD 50,000. The Company’s deductible for claims against officers and
directors is USD 10,000 for claims overseas, excluding the US and Canada, and shall
not exceed USD 75,000 for claims in the US and Canada (Insured Directors and Officers
are not required to pay deductibles).
(D) The policy is expanded to cover claims against public companies owned by Knafaim
(as opposed to claims filed against their officers) regarding breach of securities laws in
connection with the Company's securities that are listed on the Tel Aviv Stock Exchange
(Entity Coverage for Securities Claims). For this expansion, payment of insurance
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proceeds, should any occur, are prioritized such that the rights of the officers to
indemnification from the insurers take precedence over the right of the Company.
It is clarified that the insurance coverage complies with the terms and conditions of the
policy, including various exceptions stipulated therein.
For further information, see Note 23 to the Financial Statements.
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