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and Financial Review and Prospects
This section should be read in conjunction with our audited consolidated
financial statements, and the related notes thereto, for the years ended December 31, 2025, 2024 and 2023, included elsewhere in this
annual report. Our financial statements have been prepared in accordance with IFRS.
The financial information below also includes certain non-IFRS
measures used by us to evaluate our economic and financial performance. These measures are not identified as accounting measures under
IFRS and therefore should not be considered as an alternative measure to evaluate our performance.
Certain information included in this discussion and analysis includes
forward-looking statements that are subject to risks and uncertainties, and which may cause actual results to differ materially from those
expressed or implied by such forward-looking statements. For further information on important factors that could cause our actual results
to differ materially from the results described in the forward-looking statements contained in this discussion and analysis, see “Special
Note Regarding Forward-Looking Statements” and “Item 3.D Risk Factors.”
Business Overview
For a discussion of our strategy, see “Item 4.B
Business Overview.”
Overview of Financial Information Presented
As a holding company, Kenon’s results of operations primarily
comprise the financial results of each of its businesses.
The results of ZIM are included in Kenon’s statements of
profit and loss as profit from divestment of ZIM, for the years set forth below, except as otherwise indicated.
Consolidation; Deconsolidation
The acquisition of the Basin Ranch project closed and is expected
to result in consolidation of the Basin Ranch project in CPV Group’s financial statements and accordingly in OPC’s financial
statements. The acquisition of the remaining interest in Shore has closed and it will result in consolidation of Shore in CPV Group’s
and OPC’s financial statements.
The following tables set forth selected financial data for Kenon’s
reportable segments for the periods presented:
Year Ended December 31, 2025
OPC Israel CPV Other Consolidated Results
(in millions of USD, unless otherwise indicated)
Revenue 675 197 — 872
Cost of sales (excluding depreciation and amortization) (487 ) (171 ) — (658 )
Depreciation and amortization (70 ) (2 ) — (72 )
Financing income 11 12 26 49
Financing expenses (37 ) (49 ) — (86 )
Share in profit of associated companies — 152 — 152
Profit before taxes 82 75 20 177
Income tax (expense)/benefit (25 ) — (4 ) (29 )
Profit for the year 57 75 16 148
Segment assets(1) 2,482 590 682 3,754
Investments in associated companies — 1,626 — 1,626
Segment liabilities 1,787 401 8 2,196
(1) Excludes investments in associates.
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Year Ended December 31, 2024
OPC Israel CPV ZIM Other Consolidated Results
(in millions of USD, unless otherwise indicated)
Revenue 625 126 — — 751
Cost of sales (excluding depreciation and amortization) (446 ) (76 ) — — (522 )
Depreciation and amortization (70 ) (23 ) — — (93 )
Financing income 17 6 — 24 47
Financing expenses (76 ) (29 ) — (10 ) (115 )
Share in profit of associated companies — 45 — — 45
Profit / (Loss) before taxes (14 ) 104 — 4 94
Income tax expense (15 ) (22 ) — (4 ) (41 )
(Loss) / Profit from continuing operations (29 ) 82 — — 53
Profit for the year from divestment of ZIM — — 581 — 581
(Loss) / Profit for the year (29 ) 82 581 (1 ) 634
Segment assets(1) 1,585 266 — 903 2,754
Investments in associated companies — 1,459 — — 1,459
Segment liabilities 1,350 198 — 4 1,552
(1) Excludes investments in associates.
OPC
The following table sets forth summary financial information for
OPC (including CPV) for the years ended December 31, 2025 and 2024:
2025 2024
Revenue 872 751
Cost of Sales (excluding depreciation and amortization) (658 ) (522 )
Net Profit 132 53
Adjusted EBITDA including proportionate share of adjusted EBITDA of associated companies(1) 457 332
Total Debt(2) 1,769 1,267
(1) OPC’s EBITDA including proportionate share of adjusted EBITDA of associated companies is defined for each period as net profit/(loss) before depreciation and amortization, financing expenses, net, share of depreciation and amortization and financing expenses, net, included within share of profit of associated companies, net and income tax expense. OPC’s Adjusted EBITDA including proportionate share in Adjusted EBITDA of associated companies is defined as net profit/(loss) before depreciation and amortization, financing expenses, net, share of depreciation and amortization and financing expenses, net, included within share of profit of associated companies, net, income tax expense, changes in net expenses, not in the ordinary course of business, other income/(expenses) and share of changes in fair value of derivative financial instruments.
(2) Includes short-term and long-term debt.
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The following table sets forth a reconciliation of OPC’s net profit/(loss) to its Adjusted
EBITDA after proportionate consolidation is for the periods presented. Other companies may calculate such a measure differently, and therefore
this presentation of Adjusted EBITDA after proportionate consolidation is may not be comparable to other similarly titled measures used
by other companies:
2025 2024
Net profit/(loss) for the period 132 53
Depreciation and amortization 72 93
Financing expenses, net 63 82
Income tax expense/(benefit) 25 37
EBITDA including proportionate share of adjusted EBITDA of associated companies 292 265
Share of depreciation and amortization and financing expenses, net, included within share of profit of associated companies, net 198 121
Changes in net expenses, not in the ordinary course of business (1) (2) (33 ) (54 )
Adjusted EBITDA including proportionate share associated companies 457 332
Qoros
In April 2020, we reduced our interest in Qoros to 12%. Since that
date, we no longer account for Qoros pursuant to the equity method of accounting. In 2021, we wrote down the value of Qoros to zero.
We entered into an agreement to sell our remaining interest in Qoros to the Majority
Qoros Shareholder and Baoneng Group has provided a guarantee of the Majority Qoros Shareholder’s obligations under the Sale Agreement.
The Majority Qoros Shareholder had not made any of the required payments under the Sale Agreement, and Quantum initiated arbitral proceedings.
The arbitration tribunal ruled that the Majority Qoros Shareholder and Baoneng Group are obligated to pay Quantum an amount equal to the
purchase price set forth in the Sale Agreement (as adjusted for inflation) of approximately RMB 1.7 billion (approximately $243 million),
together with pre-award and post-award interest (which will accrue until payment of the award), legal fees and expenses. Such decision
is final and is not subject to appeal in accordance with the laws of the People's Republic of China, with the total amount currently being
approximately RMB 2.2 billion (approximately $315 million).
For more information, see “Item
4.B. Business Overview—Qoros” and “Item 3.D Risks Factors—Risks Related
to Our Strategy and Operations—We face risks in relation to our remaining 12% interest in Qoros, including risks relating to the
enforcement and/or collection of the arbitration award and guarantee award in our favor.”
Material Factors Affecting
Results of Operations
Set forth below is a discussion of the material factors affecting
the results of operations of OPC for the periods under review.
Activities in Israel
EA Tariffs
In Israel, sales by IPPs are generally made on the basis of PPAs
for the sale of energy to customers, with prices predominantly linked to the generation component tariff issued by the EA and denominated
in NIS. The results of OPC’s activities in Israel are materially impacted by changes in the electricity generation component tariff,
such that an increase in the electricity generation component will have a positive impact on OPC’s results, and vice versa. In addition,
the weighted annual generation component is also used to link the price of natural gas according to the gas purchase agreements which
OPC has signed (subject to minimum prices). Changes in the other electricity rates may also impact OPC’s revenues. The profitability
of OPC’s renewable energy projects under development is expected to be impacted by regulation thereof.
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The EA operates a “Time of Use” tariff, which provides
different energy rates for different seasons (e.g., summer and winter) and different periods of time during the day. Within Israel, the
price of energy varies by season and demand period. For further information on Israel’s seasonality and the related EA tariffs,
see “Item 4.B Business Overview—Industry Overview—Electricity generation and supply
in Israel.”
In January 2025, the EA decision regarding update of the generation
tariff for 2025 entered into effect, whereby the weighted average generation component was updated to 29.39 agorot per kilowatt hour –
a decline of about 2.4% in the generation component with reference to the average that prevailed in 2024 and about 2.2% compared with
the generation component in effect at the end of 2024, this being mainly as a result of a decrease in the IEC’s generation cost
due to a reduction in the use of coal and a forecasted decline in the IEC’s natural gas price. In addition, there was a non-recurring
recognition of surplus receipts from sale of the Eshkol power plant, which led to a reduction in the generation component.
In December 2025, the generation component for 2026 was set (subject
to a periodic update) at 28.90 agorot per kilowatt hour (based on an exchange rate of U.S.$1 = NIS 3.3), a decline of 1.66% compared with
the average generation component for 2025.
In December 2025, the EA published a decision regarding the matter
of “Update of the Tariff Structure for Electricity for Consumers of Israel Electric Company”, pursuant to which it was determined,
among other things, that update of the tariff will be made automatically every six months and the structure of the generation component
will change such that starting from January 1, 2026 the generation component will be split into a fixed component and a variable component
based on the tariff costs for 2025 less non-recurring adjustments. The tariffs for the starting point of each of the two components, a
linkage and advancement mechanism are based on the costs relating to each of such component. The variable component is linked to the exchange
rate of the dollar, the CPI, the carbon emissions tax cost and the price of coal and the fixed component is linked to the CPI and the
risk-free inflation adjusted interest rate. The tariff will be a three-year tariff (2026–2028), where during the period the tariff
will be linked to relevant indices and prices.
For more discussion, see “Item 4.B
Business Overview—Industry Overview—Electricity generation and supply in Israel.”
Capacity revenues
In addition to the revenues from sale of energy, some of the active
power plants in Israel, mainly the Zomet power plant, are entitled to capacity revenues that are paid by the System Operator. The capacity
tariff in the Zomet and Gat power plants is fixed (based on tariff approvals for each power plant, and broken down by the hourly demand
brackets as determined by the System Operator) and is linked to the CPI (and with respect to Gat – also including an annual ceiling).
Cost of Sales
OPC’s principal costs of sales are natural gas, transmission,
distribution and system services costs, personnel, third-party services and maintenance costs.
Natural Gas
OPC’s principal raw material is natural gas (usually, with
diesel oil as a backup). The natural gas is supplied to Israel by the Tamar, Leviathan and Karish Tanin Reservoirs. Natural gas exports
from Israel to other countries may affect competition and gas prices in the domestic market.
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OPC has signed long-term agreements for acquisition of natural
gas for its active power plants in Israel, with most of the gas purchased from the Karish Tanin reserve (which is held by Energean) and
from the Tamar Group. The price of the natural gas determined as part of these gas supply agreements is denominated in or linked to the
dollar (subject to a minimum graduated dollar price), in accordance with each agreement, and is also linked to the EA’s weighted
average generation component (subject to a minimum price). As a result, if the natural gas price pursuant to the agreements stands at
the minimum price, a decline in the generation component will not trigger a decrease in the cost of the natural gas. Additionally, the
natural gas price formula in the Rotem’s and Hadera’s gas supply agreements with Tamar Group is subject to a floor price mechanism.
The purchase price of the natural gas is not impacted by the seasonality of the TAOZ tariff or the hourly demand brackets. OPC believes
that its natural gas cost in Israel is (relatively) stable over time compared with the relative volatility characterizing the natural
gas prices in the U.S.
In 2025, the gas price in the Rotem Tamar agreement exceeded the
Minimum Price during most of the year. For Rotem, the effect of changes in tariff on profit margins depends on the USD/NIS exchange rate
fluctuations. In respect of Rotem, according to the annual update of the generation component for 2026, the price of gas is expected to
be above the Minimum Price in 2026. In 2025, Hadera’s gas price was below than the Minimum Price over seven months such that they
paid the Minimum Price, and over five months it stood above the Minimum Price. In addition, in 2026, if there are no changes to the generation
component, the gas price under the Hadera gas agreement is expected to be higher than the Minimum Price which stands at the lowest tier.
The decrease in the EA generation component (see discussion above) had an impact on OPC’s profits in 2025. For information on the
risks associated with the impact of the EA’s generation tariff on OPC’s gas supply agreements, see “Item 3.D
Risk Factors—Risks Related to OPC’s Israel Operations—OPC’s profitability depends on the EA’s electricity
rates and tariff structure.”
The amended ordinance includes an increase of the excise tax rates
applicable to various types of fuels, including natural gas, such that in 2025, the excise tax on natural gas increased from NIS 19 per
ton to NIS 33 per ton (in 2026, will increase to NIS 54) and will continue to increase in a graduated manner until reaching a maximum
excise tax of NIS 192 in 2030, CPI-linked. The increase in the excise tax on natural gas is expected to increase OPC’s natural gas
cost in Israel; OPC has indicated that it believes that this impact will be mitigated by an increase in OPC’s revenues in Israel,
if and to the extent there is an increase in the generation component and subject to the expected impact of such an increase on the natural
gas price, which is linked to the generation component. OPC is not able to estimate the full impact of the Amended Ordinance on its results.
In addition, at various points during Operation Rising Lion, the
natural gas reservoirs (including Energean’s Karish reservoir) were fully shut down and natural gas for OPC power plants was purchased
primarily from the Tamar reservoir (which was shut down for a relatively short period) alongside limited use of diesel fuel. Furthermore,
during the War, all gas rigs (including the Karish reservoir) were shut down for varying periods of time; the Tamar reservoir resumed
operations after several days of shutdown, while the Karish and Leviathan reservoirs have not yet resumed operations. OPC is making preparations
for a sustained impact on the gas suppliers’ activity, including limited use of diesel fuel in OPC's power plants where necessary.
The Tamar reservoir has supplied all of OPC’s gas needs. However, some of the gas was purchased at a higher price than the alternative
price from a Karish Reservoir, which has not had a material effect. Given that the War and Operation Lion’s Roar are ongoing,
there is no full certainty as to its full effects and implications on OPC's activity, if any. In 2025, there were generally no material
changes in OPC's natural gas costs.
Changes in Exchange Rates
Fluctuations in the exchange rates between currencies in which
certain of OPC’s agreements are denominated (such as the U.S. Dollar) and the NIS, which is OPC’s functional and reporting
currency, will generate either gains or losses on monetary assets and liabilities denominated in such currencies and can therefore affect
OPC’s profitability. For example, the price of the natural gas paid in the Hadera and Gat gas supply agreements are denominated
in dollars and, therefore, these plants have full exposure to changes in the currency exchange rate, subject to a minimum USD-denominated
price. In addition, the price set forth in the Energean gas supply agreements is fully linked to the U.S. Dollar.
In addition, OPC’s activities in Israel are exposed to a
change in the exchange rate of the dollar, directly and indirectly, due to the linkage of a significant part of its revenues to the generation
tariff (which is impacted, in part, by changes in the exchange rate of the dollar), while on the other hand acquisitions of the natural
gas, some of which are linked to the dollar exchange rate and/or are denominated based on the dollar exchange rate, are also linked to
the generation tariff (which is impacted in part by changes in the dollar exchange rate) and include dollar floor prices. Therefore, the
structure of OPC’s activities in Israel includes a partial natural (intrinsic) hedge—even though a strengthening of the dollar
increases the cost of the natural gas purchased by OPC, the structure of the revenues is expected to reduce such exposure significantly.
Generally the generation component (which is impacted by various factors) is updated once a year (in 2026–2028 once every six months
in accordance with a predetermined linkage mechanism) and is subject to changes, and accordingly timing differences are possible between
the impact of a strengthening of the rate of the dollar on the current gas cost and its impact on the revenues and, in turn, on OPC’s
gross margin for that period. These timing differences could have a negative effect on OPC’s current profit and cash flows –
at least in the short term.
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In addition, where the gas price is equal to or lower than the
floor price in gas supply agreements with a floor price, OPC is exposed to a larger extent to changes in the dollar/shekel exchange rate
and to reductions in the generation component since the natural (built in) protection is fully or partly ineffective, which could have
a negative impact on OPC’s profits.
From time to time, OPC signs significant construction and maintenance
contracts that are denominated in different currencies, particularly the U.S. Dollar and the Euro.
Furthermore, OPC is indirectly influenced by changes in the U.S.
Dollar to NIS exchange rate, including as a result of the following factors (i) OPC’s investment in CPV which operates in the U.S.
and (ii) any future investments to fund CPV’s existing project backlog raising financing in Israel in shekels. In general, OPC believes
that a decline in the exchange rate of the U.S. Dollar exchange rate may have a positive effect on OPC’s operating activities, and
on the other hand an adverse effect on the investment in OPC’s activities in the U.S. From time to time and based on the business
considerations, OPC makes use of currency forward contracts on the exchange rates for hedging part of the currency exposures. Nonetheless,
these do not provide full protection from such exposures, and OPC could incur costs due to hedging transactions.
In addition, Kenon’s functional currency is the U.S. Dollar,
so Kenon reports OPC’s NIS-denominated results of operations and balance sheet items in U.S. Dollars, translating OPC’s results
into U.S. Dollars at the average exchange rate (for results of operation) or rate in effect on the balance sheet date (for balance sheet
items). Accordingly, changes in the USD/NIS exchange rate impact Kenon’s reported results for OPC.
Set forth below is data with respect to the NIS:USD currency exchange
rate for the years indicated:
U.S. Dollar/NIS exchange rate 2025 2024 Change
On December 31 3.190 3.647 (12.5 )%
On September 30 3.306 3.710 (10.9 )%
Average January – December 3.453 3.699 (6.7 )%
Average October – December 3.249 3.692 (12.0 )%
Changes in the CPI and Changes in Interest Rates
Set forth below is data with reference to the Consumer Price Index
(CPI) in Israel and in the U.S. the interest rates of Bank of Israel and the interest rates of the Federal Reserve in United States:
Israeli CPI U.S. CPI Bank of Israel Interest Rate Federal interest rate
On March 9, 2026 117.5 325.2 4.00 % 3.50%–3.75 %
On December 31, 2025 117.3 324.1 4.25 % 3.50%–3.75 %
On September 30, 2025 118.5 324.0 4.5 % 4.00%–4.25 %
On December 31, 2024 115.1 315.5 4.5 % 4.25%–4.50 %
On September 30, 2024 115.2 314.8 4.5 % 4.75%–5.00 %
On December 31, 2023 111.3 307.1 4.75 % 5.25%–5.50 %
Change in 2025 1.9 % 2.7 % (0.25 )% (0.75 )%
Change in 2024 3.4 % 2.7 % (0.25 )% (1.0 )%
Change in the fourth quarter of 2025 (1.0 )% 0 % (0.25 )% (0.50 )%
Change in the fourth quarter of 2024 (0.1 )% 0.2 % 0 % (0.50 )%
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CPI
A portion of the liabilities of OPC and of its subsidiaries is
linked to the CPI, including OPC's debentures (Series B), and some of the loans of Hadera are linked to the CPI, such that changes in
the CPI impact OPC's finance expenses and its outstanding debt. Changes in the CPI may affect OPC in other aspects as well.
During 2025, the Israeli Consumer Price Index increased by approximately
1.9% and the U.S. Consumer Price Index increased by approximately 2.7%. As of December 31, 2025, OPC has derivatives, intended to hedge
some of the risks related to changes in the Consumer Price Index in connection with the Hadera loans, that are partly linked to the Consumer
Price Index, and that OPC chose to designate as accounting hedging.
In addition, OPC is generally exposed to changes in the CPI, directly
and indirectly, mainly due to linkage of a significant part of its revenues to the generation component (which is impacted partly by a
change in the CPI), and due to the fact the most of its capacity revenues are linked to the CPI. On the other hand, purchases of the natural
gas are partly linked to the generation tariff and include, as stated, floor prices. Therefore, the structure of OPC's activities in Israel
includes a partial natural (intrinsic) hedge—despite the fact that an increase in the CPI increases OPC's costs (including financing
costs) and investments, the structure of the revenues should reduce the exposure, such that OPC's profits could be positively affected
by an increase in the CPI.
OPC has loans and liabilities bearing variable interest that are
based on prime or SOFR plus a margin. An increase in the variable interest rates could cause an increase in OPC's financing costs. In
addition, an increase in the interest rates could trigger an increase in the financing costs in respect of new debt taken out by OPC (for
purposes of refinancing and/or growth). Furthermore, an increase in the interest rates could impact the discount rates for projects (operating,
under construction and in development) and could also lead to a lack of economic feasibility of continued development and/or acquisition
of projects and a slowdown in OPC's growth processes, along with changes in the fair value of assets, particularly the existence of signs
of impairment of value of assets and/or recording of impairment losses in the financial statements. For example, Zomet's loans bear variable
interest such that a change in the interest rate will impact Zomet's finance expenses and its outstanding debt after the commercial operation
date. Prior to Zomet's commercial operation date, finance expenses were capitalized.
To reduce exposure to changes in interest rates in Israel, OPC
makes use of a combination of fixed and variable interest rate loans (including credit facilities) and debentures.
Interest Rates
In Israel, the Bank of Israel reduced interest rates by 0.25% in November 2025, setting
the rate at 4.25%. Another 0.25% reduction was made in January 2026, resulting in a prevailing rate of 4.00%. In the United States, the
U.S. Federal Reserve lowered interest rates by 0.25% in September, October, and December 2025, resulting in a prevailing rate between
3.50% and 3.75%.
Activities in the U.S.
Electricity and Natural Gas Prices
CPV’s results of operations are impacted to a significant
extent by the electricity prices, electricity tariffs and capacity tariffs in effect in the areas in which the CPV’s power plants
operate. In general, in the United States, the electricity prices are impacted by the demand for electricity, available generation capacity
(supply) and the natural gas price in the area in which the power plant operates (which is generally high in periods in which the weather
is cold or hot compared with the annual average and depending on the weather (usually in the winter and summer seasons, respectively)).
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With respect to “energy transition” activities, the price of natural gas
is significant in the determination of the price of the electricity, as gas-fired generation is frequently the marginal (price-setting)
resource in most of the competitive wholesale markets in which CPV Group operates.
Accordingly, in the existing production mix, over time, to the extent the natural-gas
prices are higher, the marginal energy prices will also be higher, and will have a positive impact on the energy margins of CPV Group
due to the high efficiency of the power plants it owns compared with other power plants operating in the relevant activity markets (the
impact could be different among the projects taking into account their characteristics and the area (region) in which they are located).
Electricity prices
The following table summarizes the average electricity prices in each of the regions
in which the power plants in energy transition activities of CPV Group are active (the prices are denominated in dollars per MWh)*:
Region Year Ended December 31
(Project) 2025 2024 Change
PJM West (Shore, Maryland) 50.24 33.83 49 %
PJM AEP Dayton (Fairview) 45.13 30.73 47 %
New York Zone G (Valley) 62.37 37.64 66 %
Mass Hub (Towantic) 67.98 41.47 64 %
PJM ComEd (Three Rivers) 36.64 25.55 43 %
ERCOT West Hub (Basin Ranch)** 33.73 28.94 17 %
* Based on Day-Ahead prices as published by the relevant ISO. The actual gas prices of the power plants of CPV Group could be significantly different.
** The Basin Ranch power plant, the construction of which commenced in October 2025.
The actual electricity prices of the power plants of CPV Group could be higher or lower
than the regional price shown in the above table due to the existence of a difference between the power plant’s specific electricity
price and the regional price (the “Power Basis”). The Power Basis is a function of transport pressures, local cost of electricity
generation, local demand for electricity, losses in the transmission lines and additional factors. The following table shows the average
Power Basis data for each power plant (the prices are denominated in dollars per megawatt hour):
For the year ended December 31
Power plant 2025 2024
Shore (8.47 ) (6.25 )
Maryland 4.90 3.59
Fairview (3.11 ) (2.18 )
Valley (1.33 ) (1.00 )
Towantic (4.44 ) (2.77 )
Three Rivers (2.00 ) (1.01 )
In 2025 and particularly in the fourth quarter of 2025, there was a significant increase
in the electricity prices compared with the corresponding periods last year, which CPV believes mainly derives from an increase in the
natural gas prices due to lower than average temperatures in the first and fourth quarters of 2025 along with higher than average temperatures
in the second and third quarters of 2025 in the areas in which the power plants of CPV Group are located. In addition, the demand for
electricity continued to rise in the activity areas of CPV Group’s power plants.
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Natural gas prices
Natural gas prices are impacted by a large number of variables,
including demand in the industrial, residential and electricity sectors, production and supply of natural gas, natural-gas production
costs, changes in the pipeline infrastructure, international trade and the financial profile and the hedging profile of the natural-gas
customers and producers. The price for import of liquid natural gas impacts the natural gas and electricity prices, in the winter months
in New England and New York, where high prices of liquid natural gas had a positive impact on the profits of the Fairview and Valley power
plants during the winter months.
Set forth below are the average natural gas prices in each of the main markets in which
the power plants of CPV Group operate (the prices are denominated in dollars per MMBtu)*:
Region Year Ended December 31
(Power Plant) 2025 2024 Change
Texas Eastern M-3 (Shore, Valley—70%) 3.69 2.07 78 %
Transco Zone 5 North (Maryland) 3.70 2.51 47 %
Texas Eastern M 3 and Texas Eastern M-2 (Fairview)** 3.03 1.71 77 %
Dominion South Pt (Valley—30%) 2.78 1.67 66 %
Algonquin City Gate (Towantic) 6.23 3.03 106 %
Chicago City Gate (Three Rivers) 3.25 2.12 53 %
Waha (Basin Ranch)*** 0.58 0.05 1,060 %
* Source: The Day-Ahead prices at gas Midpoints as reported in Platt’s Gas Daily. The actual gas prices of the power plants of CPV Group could be significantly different.
** Commencing from the third quarter of 2025, Fairview has started acquiring natural gas that is priced based on the Texas Eastern M3 transmission region. The above table presents Fairview’s combined gas price, which constitutes the gas price up to June 2025 based on the Texas Eastern M2 transmission region, and starting from July 2025 the gas price based on the Texas Eastern M3 transmission region.
*** The Basin Ranch project is under construction.
The significant increase in the natural gas prices in 2025 and particularly in the fourth
quarter of 2025, compared with the corresponding period of last year, is mainly due to the severe weather conditions, which led to a significant
rise in demand for natural gas and an increase in the prices in the regions in which the power plants of CPV Group operate.
Regarding the distribution region for natural gas in Waha, Texas, which is expected
by OPC to serve as the supply source for the Basin Ranch project (which is under construction), is characterized by variable levels of
production of natural gas as a function of the desired levels of production of the crude oil by the producers, which are impacted by the
competitive environment in the fuel market (the natural gas constitutes a byproduct), and transmission and transport limitations of natural
gas from the region. The corresponding periods last year were characterized by a significant surplus supply of natural gas against the
background of the scope of the fuel production and transport limitations as stated (which were resolved in part in 2025 due to operation
of a new natural gas pipeline in the region) and, in turn, low price levels compared with the other power plants of CPV Group. Therefore,
the rate of increase of the natural gas prices in 2025 compared with the corresponding period last year, when measured against the other
power plants of CPV Group, is unusually high. In the fourth quarter of 2025, against the background of the significant supply surpluses
of natural gas, negative gas prices were recorded, which led to a sizable decrease in the natural gas prices compared with the corresponding
period last year. The Basin Ranch project has signed netback gas agreements and fixed-price agreements for sale of electricity. These
arrangements hedge the electricity margins for a substantial portion of the Basin Ranch power plant’s capacity thereby limiting
the project’s exposure to gas price volatility.
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Electricity Margin in the Operating Markets of CPV Group (Spark
Spread with Power Basis)
Electricity margins for CPV Group’s Energy Transition business line is highly
correlated with the Spark Spread, which is calculated as the difference between: 1) price of the electricity in the region plus or minus
any Power Basis, and the result of 2) the price of the natural gas (used for generation of the electricity) in the relevant area (zone)
applied to thermal conversion ratio (“Heat Rate”). The Spark Spread is calculated based on the following formula:
Spark Spread ($/MWh) = price of the electricity ($/MWh) +/-Power
Basis ($MWh) – the gas price ($/MMBtu) x Heat Rate (MMBtu/MWh)
Set forth below are the average Spark Spread for each of the main markets in which the
power plants of CPV Group are operating (the prices are denominated in dollars per megawatt/hour)*:
For the Year Ended December 31
Power Plant 2025 2024 Change
Shore 24.78 19.55 27 %
Maryland 24.71 16.51 50 %
Valley 38.79 24.19 60 %
Towantic 27.49 21.78 26 %
Fairview 25.45 19.62 30 %
Three Rivers 15.52 11.77 32 %
Basin Ranch** 29.96 28.62 5 %
* Based on electricity prices as shown in the above table, with a discount for the thermal conversion ratio (heat rate) of 6.9 MMBtu/MWh for Maryland, Shore and Valley, and a thermal conversion ratio of 6.5 MMBtu/MWh for Three Rivers, Towantic, Fairview and Basin Ranch. The actual energy margins of the power plants of CPV Group could be significantly different due to, among other things, the existence of Power Basis as described above.
** The Basin Ranch power plant is under construction.
In 2025 and, particularly, in the fourth quarter of 2025, there was a significant increase
in the electricity margins (Spark Spread) in all the active power plants of CPV Group, compared with the corresponding periods last year,
stemming from a combination of unusual weather conditions – temperatures lower than the average in the first and fourth quarters
of 2025, along with temperatures higher than the average in the second and third quarters of 2025, plus a continuing increase in the demand
for electricity in the areas in which the power plants of CPV Group are located.
The electricity margins in the ERCOT market were impacted, to a
moderate degree, by natural gas price trends. This is primarily because of electricity pricing in the ERCOT West Hub region is not directly
linked to natural gas prices in the WAHA region, which experienced significant impacts from surplus supply and transmission constraints
in 2024.
CPV Group uses hedging strategies for its natural gas-fired power plants are intended
to reduce the fluctuations of CPV Group’s electricity margin resulting from changes in the natural gas and electricity prices in
the energy market.
Set forth below is the scope of the hedging for 2026 as of March 11, 2026 (the data
presented in the tables below is on the basis of the rate of holdings of CPV Group in the associated companies as of March 11, 2026).
2026
Expected generation (MWh)* 12,126,000
Net scope of the hedged energy margin (% of the expected generation of the power plants) (**) 73%
Net hedged energy margin (millions of $) ≈165 (≈ NIS 570 million)
Net hedged energy margin ($/MWh) 18.6
Net market prices of energy margin ($/MWh) (***) 19.4
* The expectation for the generation including adjustments in respect of planned and unplanned maintenance work, including the Fairview power plant. Loss of such generation is expected to be mostly covered by insurance.
** Pursuant to the policy for hedging electricity margins, in general CPV Group seeks to hedge up to 50% of the scope of the expected generation. The actual hedge rate could ultimately be different.
*** The net energy margin is the energy margin (Spark Spread) plus/minus Power Basis less carbon tax (RGGI) and other variable costs. The market prices of energy margin are based on future contracts for electricity and natural gas.
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Tax on carbon emissions (RGGI)
Regional Greenhouse Gas Initiative (RGGI) is a joint effort of the states of Connecticut,
Delaware, Maine, Maryland, Massachusetts, New Hampshire, New Jersey, New York, Pennsylvania, Rhode Island and Vermont to determine quotas
and to reduce the emissions of carbon dioxide from the energy sector. The RGGI regulation requires the power plants running on fossil
fuels to hold, through public tenders or commerce in a secondary market, gas emission quotas for purposes of offsetting emissions of carbon
dioxide for every facility. Pursuant to the RGGI regulation, an independent market supervisor provides supervision of the tenders for
gas emission quotas, as well as activities in the secondary market, in order to assure integrity of and confidence in the market. The
RGGI regulation applies to 4 of the 6 power plants of CPV Group in the Energy Transition segment: Maryland, Shore, Valley and Towantic.
Set forth below is a summary of the prices of the gas-emission
quotas (carbon emission tax) from the RGGI auctions for the periods indicated. In general, the auctions take place four times a year,
in March, June, September and December.
Average for the year ended December 31 Average for the three months ended December 31
2025 2024 Change 2025 2024 Change
Price of carbon emission tax in the RGGI auctions ($ per short ton / 2,000 pounds)* 20.42 19.42 5 % 22.25 25.75 (14 )%
Cost of the carbon emission tax (in terms of gas cost) $ per MMBtu** 1.22 1.16 5 % 1.32 1.53 (14 )%
* The prices of the carbon emissions tax are presented on the assumption that the price of the auction that is held prior to a certain quarter represents the price of the carbon emissions tax. For example, the auction held in December 2025 will represent the price for the first quarter of 2026. The actual price of the carbon emissions tax could be different than the auction prices as a result of transactions made in the secondary market.
** The cost of the carbon emissions tax (in terms of gas cost) is calculated under the assumption of emissions of carbon dioxide with a reference (ratio) of 119 lbs./MMBtu. The actual carbon dioxide emissions ratio varies between the different power plants, and in the estimation of CPV Group a ratio of 119 lbs./MMBtu is a representative ratio for natural gas-fired power plants.
During 2025, the RGGI prices remained relatively stable, with only
a moderate increase compared to the corresponding period last year. From time to time, usually for short periods, the RGGI market could
experience price volatility stemming mainly from regulatory factors and supply and demand with respect to emissions’ permits.
Capacity Revenues
Capacity is an additional significant income component of CPV Group’s active power
plants that operate in the PJM, NYISO and ISO NE markets, wherein an increase in the capacity prices has a favorable impact on CPV’s
results, and vice versa. This component is an additional component, separate from the component based on the energy prices (which is paid
in respect of sale of the electricity). The payment component includes an entitlement to revenue for availability of the electricity,
including provisions regarding bonus or penalty payments, except with respect to ERCOT, which is not FERC-jurisdictional and as noted
below does not have a capacity market, which are governed by the tariffs approved by the FERC of every market. Accordingly, NYISO, PJM
and ISO-NE publish mandatory public auctions for determination of the capacity tariffs.
Set forth below is the scope of the secured capacity revenues for 2026 as at March 11,
2026 (the data shown in the tables below is on the basis of rate of holdings of CPV Group in the associated companies as of March 11,
2026**:
2026
Scope of the secured capacity revenues (% of the power plant’s capacity) 88%
Capacity receipts (millions of $) ≈151 (≈ NIS 521 million)
* Most of the non guaranteed availability relates to the Valley power plant that operates in the NYISO market.
** Includes the increase in the holdings in the Shore power plant, at the rate of about 11%, which was completed in January 2026, as well as the increase in the holdings in the Maryland power plant, at the rate of about 25%, and sale of 10% interest in the Three Rivers power plant. Completion of the foregoing exchange transaction is expected to take place in the second quarter of 2026 and is subject to conditions that have not yet been fulfilled and there is no certainty regarding their fulfillment.
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The PJM Market
In the PJM Market, capacity payments vary between sub-zones in the market, as a function
of local supply and demand and transmission capabilities. Due to regulatory delays, the current schedule includes an auction once every
six months, with the goal of returning to annual auctions in 2027 – subject to regulatory changes. Below are the capacity rates
in the sub-zones relevant to the projects of CPV Group and in the general market (prices are denominated in USD for megawatt per day).
Generally, the capacity prices have declined from period to period as illustrated in the table below:
Sub-zone CPV power plants(1) 2027/2028(3) 2026/2027(2) 2025/2026(1) 2024/2025 2023/2024
PJM—RTO — 333.44 329.17 269.92 28.92 34.13
PJM COMED Three Rivers 333.44 329.17 269.92 28.92 34.13
PJM MAAC Fairview, Maryland, Maple Hill 333.44 329.17 269.92 49.49 49.49
PJM EMAAC Shore 333.44 329.17 269.92 54.95 49.49
Source: PJM.
(1) Estimated additional revenues for CPV Group for the period of the auction compared with the corresponding period last year of about $98 million.
(2) Estimated additional revenues for CPV Group for the period of the auction compared with the corresponding period last year of about $18 million.
(3) Estimated additional revenues for CPV Group for the period of the auction compared with the corresponding period last year of about $2 million
The capacity prices set in the 2026/2027 and 2027/2028 auctions were determined in accordance
with the ceiling prices approved by PJM and confirmed by the FERC or for these two capacity auctions (with the necessary adjustments).
In addition, the capacity coefficients for combined cycle gas plants were updated which led to a decrease in the availability capacity
that is provided for sale by CPV Group’s natural gas power plants of this type from about 96% to about 79% (in the 2025/2026 auction)
and from about 79% to about 74% (in the 2026/2027 auction and thereafter). Based on PJM publications, the theoretical prices derived from
the results of the auctions, had it not been for such ceiling, would have been about $389 and about $530 per megawatt/day, respectively.
Subject to additional changes in the timetables, if any, the next PJM capacity auction
for the 2028/2029 capacity year is planned for June 2026.
The significant increase in the capacity tariffs in the latest auctions, as shown in
the table above, relates to, among other things, a continuing increase in electricity demand, anticipated growth in future demand, higher
reserve requirements, and a decline in the aggregate supply due to a change in the methods used to calculate capacities and demand capability
of PJM’s generation sources.
For further information the PJM market, see “Item 4.Business
Overview—Industry Overview—Overview of United States Electricity Generation Industry—Operating Structure in various
markets—The PJM Market.”
The NYISO market
Similar to the PJM Market, in the NYISO market, capacity payments are made as part of
a centralized capacity purchase mechanism. The NYISO market has a number of sub-markets, which may have different capacity requirements
as a function of local supply and demand and transmission capacities. NYISO holds seasonal auctions every spring for the coming summer
(May to October), and in the fall for the coming winter (November to April). In addition, monthly supplementary auctions are held for
the unsold capacity in the seasonal auctions. The power plants are permitted to guarantee the capacity tariffs in the seasonal and monthly
auctions or through bilateral sales.
For information on capacity prices, see “Item 4.Business
Overview—Industry Overview—Overview of United States Electricity Generation Industry—Operating Structure in various
markets—The NYISO market.”
The ISO-NE market
Capacity payments in the ISO NE market are made as part of a central mechanism for acquisition
of capacity based on capacity requirements in each of the submarkets within ISO NE market in accordance with local supply and demand and
transport capacity. For further information on the capacity payments determined in the sub regions that are relevant to the Towantic power
plant, see “Item 4.Business Overview—Industry Overview—Overview of United States
Electricity Generation Industry—Operating Structure in various markets— The ISO–NE
market.”
Hedging
In general, with the current generation mix of less efficient units compared to those
of CPV, the higher the gas prices—the higher the marginal energy prices, of CPV Group facilities (the effect may vary between different
projects due to their characteristics and location). This effect may be partially or fully offset by hedging plans intended to reduce
the fluctuations of CPV Group’s electricity margin resulting from changes in the natural gas and electricity prices in the energy
market. During 2024 and 2025, hedging agreements and future sale agreements were in place for the Energy Transition power plants, in accordance
with CPV Group’s electricity margin hedging policy, which is generally up to 50% of the expected production volume (the actual hedging
rate may vary). Macroeconomic, security and geopolitical conditions in the countries of operation
Israel
The state of the Israeli economy may impact the demand for energy,
the financial position of OPC’s main customers and suppliers, as well as capacity and finance costs, which in turn could impact
OPC’s activities and results. An economic downturn in Israel and a possible unfavorable impact on the economy or business sector
could cause, among other things, a decrease in the demand for energy sold by OPC, on the activity of OPC’s consumers and suppliers,
as well as on the availability and cost of financing to OPC.
Additionally, a deterioration of the political and security situation
in Israel may have an adverse effect on the economic conditions, cause difficulties with respect to OPC’s operations or damage to
its assets in Israel. Security and political events, such as war or an act of terror, could cause damage to the facilities used by OPC,
including damage to the facilities of the power plants, construction of the power plants and additional projects, IT systems, shortage
of foreign manpower and experts, damage to the system for transmission of natural gas to the power plants and the grid, damage to OPC’s
material suppliers (such as natural gas suppliers) or material customers, thereby adversely affecting the continuous supply of electricity
to customers, as well as OPC’s financial robustness and its ability to comply with its financing agreements and fulfill its commitments.
In addition, political instability or public instability in Israel may also have an adverse effect on economic stability, the capital
market and business sector in Israel, and consequently, on OPC’s operating results, the availability of financing to OPC and the
cost of such financing.
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Commencing from 2023, Israel has been characterized by significant geopolitical and
defense instability, along with considerable regional escalation – due to both internal political events and the events occurring
on October 7, 2023, as well as the defense/security issues arising from the outbreak of the “Iron Swords” war in the Gaza
Strip. During 2024–2025, the combat and tensions increased in certain areas, particularly in the northern part of the State as well
as with the Houthi group in Yemen and with the country of Iran, where on June 12, 2025 a broad‑scoped military confrontation started
between Israel and Iran (the “Operation Rising Lion”). On June 24, 2025, a ceasefire was declared with Iran and in October
2025 an agreement was signed for a ceasefire in the Gaza Strip.
The fighting that started in 2026 had varying external impacts that included, among
other things, disruptions in the shipping routes due to attacks on commercial and transport vessels and contraction of the activities
of the foreign airlines in Israel. These events impacted, and may continue to impact, the arrival of equipment and foreign work teams
in Israel (including those needed for purposes of maintenance and construction at the OPC’s activity sites in Israel).
On February 28, 2026, there was a significant escalation in the regional geopolitical
situation upon the outbreak of an additional serious military conflict between Israel and the United States versus Iran, which also includes
attacks by Iran on additional Middle‑Eastern countries (the “Operation Lion’s Roar”). As a consequence of the
Operation Lion’s Roar, among other things, Israeli airspace was closed and a general emergency situation was announced for the Israeli
home front in such a manner that significantly limits the activities (traffic/movement) in public areas – this being together with
a large mobilization of military reserves.
The events discussed above involve significant uncertainty and could impact the macro‑economic environment,
including an adverse impact on the strength of the Israeli economy. The military/defense situation and/or a worsening thereof could negatively
affect OPC’s activities in Israel as well as the activities of its customers and suppliers in Israel, and could also have an unfavorable
effect on the results of OPC’s operations, its generation capacity and the cost of the capital and financing sources required for
the Group’s activities. During the Operation Lion’s Roar, all the natural gas rigs (platforms) were shut down (including the
Karish reservoir) for varying periods of time, while as of March 12, 2026 the Tamar reservoir is operating whereas the Karish and Leviathan
reservoirs have not yet resumed their operations, and as of March 12, 2026, the operation of the Tamar reservoir has supplied all OPC’s
natural‑gas needs. Some of the gas was purchased at a price higher than the alternative price from the Karish reservoir with only
an immaterial impact. OPC is preparing for a possible continuation of the impact of the military operation on the natural gas platforms,
including temporary use of diesel oil at OPC’s power plants, as necessary. In addition, in light of the emergency situation announced
in the Israeli economy there has been a certain decline in demand, however the full extent of the impact on OPC’s customer, if
any, has not yet been ascertained. Furthermore, force majeure notifications have been received
from suppliers and contractors along with limited availability of foreign work teams and experts at the activity sites in Israel, including
at the Sorek 2 site (which is undergoing acceptance tests) and the Hadera site (which is performing unplanned maintenance). Additionally,
as in the case of most business and private activities in Israel, OPC’s sites may be exposed to physical damage. Moreover, the downgrade
of Israel’s credit rating and, accordingly, the downgrade of Israeli banks’ credit rating may affect the terms and availability
of credit or guarantee facilities to be used in OPC’s activity.
There is significant uncertainty as to the security situation in Israel. There is also significant uncertainty
as to the impact of the War on macroeconomic and financial factors in Israel, including the Israeli capital market. As a group operating
in Israel, the resumption of fighting, an expansion of the War, a deterioration in the security situation and/or further internal political
and geopolitical instability in Israel may adversely affect OPC’s operations, results and liquidity.
United States
In addition to the situation in Israel, the economic situation across the world and
specifically in the U.S. market may impact the demand for energy and energy prices (in particular, natural gas and electricity) in the
U.S. which, in turn, could impact CPV Group’s activities and results. In addition, the political conditions in the United States,
and changes therein both at the federal and at the state level may affect the applicable regulation, government and regulators’
policies (including the regulators in the various power markets in the United States) and reforms in the energy sector or in the U.S.
economy as a whole. Changes to commercial agreements and the imports tariff policy applicable to the importation of raw materials and
products to the U.S. may affect the costs of equipment required for CPV Group projects. In addition, changes in regulation and cuts to
the benefits applicable to renewable energies from 2025 affect the activities of CPV Group in this area of activity. Furthermore, policies
in the power industry promoted by the U.S. government may affect CPV Group’s activities in other areas of activity. The US’s
participation in the military actions in Iran may also have implications for the US, as well as broad global implications, as well as
implications for the capital and commodity markets and the energy market in particular.
Changes in tariff policies applicable to the importation of raw
materials and products to the U.S. may be significant for CPV Group’s activity, especially an increase in tariffs on the importation
of equipment for electricity generation projects from outside the U.S., which may increase the cost of equipment used in construction
and development projects. The Trump administration announced a number of measures which may affect the U.S. market and regulation in general,
including in the energy sector. Policy and/or legislation changes by the U.S. administration may adversely affect the advancement of projects
and/or benefits available to projects (specifically renewable energy projects), and the costs of equipment, services, and transportation
for projects and power plants in the United States. In addition, such changes may entail macro effects on the markets in which OPC operates.
Availability and cost of financing
Generally, OPC’s activity in Israel is financed through project
financing, credit facilities from banks and financial institutions and through its own capital. Changes in the cost of financing and its
availability and the amount of credit available in the bank and non-bank systems affect OPC’s operations as well as the energy sector
and its profitability. An economic downturn in Israel and around the world, or a decline in the scope in the economic activity might impact
the availability and costs of credit in the market, and accordingly have an adverse effect on OPC’s liquidity, projects’ profitability,
the ability to realize the growth strategy, etc., and vice versa. The capital markets are also a source for raising funds to finance and
expand OPC’s business activity, by issuing debentures and raising capital, and accordingly OPC is affected by changes and accessibility
to the capital market, by macroeconomic and other factors that affect the liquidity of the capital market as a whole, and by the energy
sector in particular.
142
OPC completed debt refinancings in Israel and the United States
in 2025.
Israel. In February 2025,
OPC Israel signed an additional bank financing agreement in the aggregate amount of NIS 300 million ($82 million), on similar terms. The
loan was advanced in two equal parts – such that a total of NIS 150 million was advanced in February 2025 and an additional amount
of NIS 150 million was advanced in June 2025. In July 2025, OPC Israel entered into a bank financing agreement for the extension of a
loan totaling approximately NIS 400 million used for debt restructuring of long-term debt at OPC Energy; OPC’s share was mainly
used to repay its debentures.
United States. During 2024
and in February 2025, debt refinancings were completed for Towantic, Fairview and Shore. In September 2024 and February 2025, interest
rate repricings (interest rate reductions) were completed for Maryland and Fairview, respectively.
Regulation
Electricity and energy activities are regulated and supervised
by the relevant regulators and affected by government policies. Accordingly, various legislative and regulatory processes in the countries
OPC operates have a significant impact on OPC’s operations and results. In Israel, OPC’s results are significantly dependent
on the generation component determined by the EA, and OPC’s activity in this field is affected by the provisions of the law relevant
to this field, including the resolutions of the EA.
CPV Group’s operations in the electricity generation area (including using renewable
energy and natural gas) are subject to the provisions of the U.S. law, compliance with the terms and conditions of the licenses granted
to CPV’s projects and power plants, obtaining approvals, and local, state and federal regulatory arrangements. In addition, regulatory
processes affect the electrical grid and natural gas infrastructure (including connection to infrastructure and the grid). Changes in
regulation, the policies of governments and regulators or their approach to the interpretation of regulation may have different effects
on the power plants owned by the Group or on the power plants that the Group intends to develop as well as on the viability in the construction
of new power plants. Regulatory arrangements may also affect the field of electricity supply. Furthermore, the Group’s activities
in Israel and the U.S. are subject to and affected by legislation and regulation aimed at increasing environmental protection and mitigating
damage from environmental hazards, including reducing emissions.
Trump Administration Policy Changes
In 2025, the Trump
Administration introduced significant uncertainties into global trade and supply chains by imposing a range of tariffs on imports of equipment
and raw materials used in energy projects, which has generally affected project costs, including those of CPV Group. In particular, President
Trump invoked the International Emergency Economic Powers Act (“IEEPA”) to impose a series of sweeping tariffs, including:
(1) tariffs ranging from 10% to 35% on certain imports from China, Canada, and Mexico, and (2) “reciprocal” or “baseline”
tariffs of up to 50% on imports from virtually all countries. On February 20, 2026, the U.S. Supreme Court (the “U.S. Supreme Court”)
held that IEEPA does not authorize the President to impose tariffs under IEEPA. Notwithstanding this court ruling at this time, the effect
of existing and future tariffs remains uncertain.
In addition to the
IEEPA tariffs, the Trump Administration has used Section 232 of the Trade Expansion Act of 1962 to impose sector-specific tariffs on several
products, including many products used in energy projects. Section 232 allows the U.S. Department of Commerce (“Commerce”)
to investigate imports that may give rise to national security concerns and provide recommendations to the president, who can then impose
tariffs or other measures with respect to such imports. Currently, there are Section 232 tariffs of 50% on steel and aluminum products
and their derivatives (subject to certain country-specific adjustments). “Derivatives” include a wide array of downstream
products.
Tariffs or other restrictive
measures imposed have effected CPV Group’s business and could have a direct or indirect negative impact on CPV Group’s business,
as these measures increase the cost of imported products needed for energy projects.
Additional tariffs
are imposed on solar cells and modules from all countries under the Trade Act of 1974 which may impact costs of solar projects’
equipment and additional tariffs are imposed on import from China.
Separately, Commerce
and the International Trade Commission have in recent years imposed significant antidumping (“AD”) and countervailing (“CVD”)
duties on imports from countries in Southeast Asia, which are intended to offset the value of dumping and/or subsidization by other countries
and level the playing field for domestic industries. Commerce currently has active orders in place that impose AD/CVD duties on solar
cells and modules from Cambodia, China, Malaysia, Taiwan, Thailand, and Vietnam, and there is an ongoing investigation into solar cells
and modules from India, Indonesia, and Laos. AD/CVD duties have also been placed on large power transformers from South Korea.
At present, there is
considerable uncertainty regarding the full extent of the impacts of the foregoing tariffs and duties, as well as new trade agreements
and ongoing trade negotiations on the cost of equipment for energy projects. In general, tariff changes have and could continue to affect
the equipment costs (both in the areas of renewable-energy and natural-gas) and trigger disruptions in the supply chain and, ultimately,
lead to an increase in the construction or maintenance costs of projects.
CPV Group is monitoring the policy changes of the Trump Administration and any additional
executive orders, if any, imposing of tariffs or other levies, as well as legal proceedings on these matters or macro events. Currently,
there is no certainty as to the entire scope of the policy change in practice or its full impact (which may be different than as discussed
above).
On July 4, 2025, One Big Beautiful Bill Act (“OBBBA”) was passed into law,
which includes, among other things, legislative changes relating to the set of federal tax benefits, which are relevant to the renewable
energy activities of CPV Group in the U.S. The OBBBA includes changes to the 2022 Inflation Reduction Act.
Pursuant to the provisions
of the OBBBA and the “safe harbor” rules (lenient threshold conditions), in order to comply with the applicable conditions
for receipt of the tax benefits (ITC and PTC), renewable energy projects (solar and wind) will be required to start the construction (as
this term was defined by the U.S. Internal Revenue Service, as detailed below) no later than July 4, 2026 (12 months from the date of
enactment of the OBBBA) and to complete it no later than the end of the year that includes the fourth anniversary of when construction
began or if their construction starts after July 4, 2026 to complete it no later than the end of 2027. The tax benefits for eligible projects
could range between 30% and 50% of certain costs of the project.
In addition, the OBBBA
provides new rules for a Foreign Entity of Concern (“FEOC”), which prevents receipt of tax benefits for projects that acquire
equipment or operate under a financial structure that provides “effective control” to parties in the countries defined in
the OBBBA (China, North Korea, Russia and Iran). These restrictions do not apply to projects the construction of which started before
the end of 2025. The OBBBA restricts the possibility of transferring the credit to a third party (transferability) if the receiving party
is considered an FEOC.
With respect to low
carbon facilities, the OBBBA increases the value of the tax benefit under Section 45Q for re use of carbon for purposes of increasing
the production of crude oil or another generation process (“enhanced oil recovery”), from $60 to $85 per ton and left unchanged
(at $85 per ton) the tax benefits for carbon dioxide that is separated out.
In addition, the OBBBA
restores the possibility of deducting as an expense the full cost of the investment in qualifying assets, as they are defined in the OBBBA,
as a depreciation expense in respect of assets acquired or placed into service after January 19, 2025.
The OBBBA also made
significant changes to the U.S. Department of Energy's Loan Programs Office (LPO) and reshaped its role in energy infrastructure financing.
In particular, the OBBBA reoriented the Section 1706 Energy Infrastructure Reinvestment program to support projects that did not previously
qualify, including midstream fossil fuel infrastructure, baseload generation and grid stability resources.
143
With reference to the entitlement to tax benefits for wind and solar projects pursuant
to the OBBBA, in August 2025, the U.S. Internal Revenue Service (“IRS”) published new guidelines regarding the term “commencement
of construction” as part of the safe harbor rules for wind and solar projects where the start of their construction is expected
to take place up to July 4, 2026. The guidelines, which entered into effect in September 2025, cancel, among other things, the possibility
of relying on “the 5% test” (which allowed recognizing the commencement of construction when at least 5% of the project’s
total costs have been incurred), but leaves in effect “the physical work test”, which requires performance of physical work
of a significant nature – such as excavation, foundation work or manufacture or installation of certain significant parts –
in order to comply with this definition. CPV Group has undertaken steps intended to satisfy the physical work test under the new guidelines
with respect to several renewable development projects totaling approximately 1.9 GW.
CPV Group has invested, and is expected to make additional investments, in an aggregate
amount estimated at tens of millions of dollars in these projects, primarily for the procurement of equipment. CPV Group is continuing
to monitor the changes being advanced by the Trump Administration and to examine their impacts. In the estimation of CPV Group: (A) regarding
the activities of CPV Group in the natural gas area, including future potential for addition of carbon capture, such directives should
have a positive impact on the general sentiment and the business environment; and (B) regarding the activities of CPV Group in the renewable
energies area, the OBBBA and such directives are not expected to have a negative impact on its operational projects, its projects under
construction and projects in the development stage projects that should be entitled to tax benefits under the new legislation. Concerning
development projects that will not be entitled to tax benefits under the new legislation as described above, in the estimation of CPV
Group, continuing demand for electricity from renewable energy should support an increase in the electricity prices along with a possible
decline in the equipment prices and possible changes in government policies, could fully or partly compensate for the impact of cancellation
of the tax benefits and, thus, reduce the impact of the OBBBA on the economic worthwhileness of such projects. Nonetheless, there may
be delays in the development of projects in such a manner that the OBBBA could have an unfavorable impact on the projected start dates
of the construction.
CPV believes that in respect of CPV activities in (i) the natural gas area, including
future potential for addition of carbon capture, these directives should have a positive impact on the general sentiment, the business
environment and the feasibility of the investments; and (ii) the renewable energies area, the OBBBA and the directives are not expected
to have a negative impact on CPV active projects, projects under construction, projects in the advanced development stage and some of
the projects in the initial development stage, which in the estimation of CPV Group should be entitled to tax benefits under the new legislation.
Concerning projects in the initial development stage that will not be entitled to tax benefits under the new legislation, CPV believes
that continuing demand for electricity from renewable energy should support an increase in the electricity prices along with a possible
decline in the equipment prices and possible changes in government policies, which could fully or partly compensate for the impact of
cancellation of the tax benefits and, thus, reduce the impact of the OBBBA on the economic worthwhileness of those projects. Nonetheless,
the OBBBA may have unfavorable impact on the projected start dates of the construction due to delays in the development of projects. CPV
Group is continuing to monitor the changes being advanced by the Trump Administration and to examine their impacts.
Critical Success Factors
Israel
OPC believes that the key success factors impacting its operations
in Israel are: (a) High capacity and efficient operation of power plants; (b) Experience and expertise in building and operating power
plants and generation facilities; (c) Low electricity generation costs including costs of purchasing and supplying natural gas; (d) Engagement
in agreements with customers having an optimal consumer profile; (e) In case of cogeneration - an anchor customer consuming a sufficient
amount of steam; (f) An optimal financing framework and access to own foods; (g) An ownership structure which enables to exhaust synergies
embodied in the activity; and (h) With respect to acquisitions or projects under construction/development - obtaining permits, the financing
and own capital required for their execution.
United States
CPV believes that the ability to identify new projects in relevant energy markets, with
price levels, commercialization structure, financing and liquidity that support the equity for new construction, is a significant success
factor for development activities. In addition, for renewable energy projects, in the jurisdictions in which CPV Group seeks to construct
new projects, it is typically possible to generate additional revenue through the sale of RECs and capacity. For carbon capture projects,
additional physical and technological factors supporting such projects must be proven feasible. CPV Group believes that other factors
affecting development include obtaining adequate control of the land, the ability to connect to the electrical grid at a strategic connection
point and at low connection cost within reasonable time, obtaining permits for construction of new projects, including meeting all environmental
requirements; and the ability to raise sufficient financing and capital for the construction of new projects.
Adjusted EBITDA after proportionate consolidation
We present Adjusted EBITDA after proportionate consolidation for OPC. This is a non-IFRS
financial measure, and are defined in this annual report where these figures are presented.
We present Adjusted EBITDA after proportionate consolidation of
OPC in this annual report because this is a key measure used by OPC to evaluate their operating performance. Accordingly, we believe that
Adjusted EBITDA after proportionate consolidation of OPC provides useful information to investors and others in understanding and evaluating
the operating results of our businesses and comparing such operating results between periods on a consistent basis, in the same manner
as our businesses.
Adoption of New Accounting Standards in 2025
For information on the impact of the adoption of new accounting
standards, see Note 3 to our financial statements included in this annual report.
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Recent Developments
Kenon
Dividend
In March 2026, Kenon announced a dividend of approximately $200
million ($3.85 per share) relating to the year ending December 31, 2026, payable in April 2026.
Settlement of Capped Call in ZIM Shares
Kenon had in place a cash settled capped call arrangement with
a bank over five million ZIM shares. Kenon settled the call in the first quarter of 2026, resulting in gross cash proceeds to Kenon of
approximately $34 million, subject to tax. Kenon no longer holds any interest in ZIM shares or any derivative instruments related to the
ZIM shares.
OPC
Private Placement
In March 2026, OPC conducted a private placement of 8,000,000 new ordinary shares to
institutional investors in Israel for gross proceeds of approximately NIS 800 million (approximately $257 million), at a price of NIS
100 per share. Following completion of OPC's private placement, Kenon holds approximately 46% of OPC’s ordinary shares.
A. Operating Results
Our consolidated financial statements for the years ended December
31, 2025 and 2024 are comprised of OPC and the results of our associated companies.
For a comparison of Kenon’s operating results for the fiscal
year ended December 31, 2024 with the fiscal year ended December 31, 2023, please see Item 5.A of Kenon’s Annual Report on
Form 20-F for the fiscal year ended December 31, 2024.
Kenon’s consolidated results of operations from its operating
companies essentially comprise the consolidated results of OPC. Our share of the results of ZIM (and CPV’s associated companies)
is reflected under results from associated companies.
Year Ended December 31, 2025 Compared to Year Ended December 31,
2024
The following tables set forth summary information regarding our
operating segment results for the years ended December 31, 2025 and 2024.
Year Ended December 31, 2025
OPC Israel CPV Other Consolidated Results
(in millions of USD, unless otherwise indicated)
Revenue 675 197 — 872
Cost of sales (excluding depreciation and amortization) (487 ) (171 ) — (658 )
Depreciation and amortization (70 ) (2 ) — (72 )
Financing income 11 12 26 49
Financing expenses (37 ) (49 ) — (86 )
Share in profit of associated companies — 152 — 152
Profit before taxes 82 75 20 177
Income tax (expense)/benefit (25 ) — (4 ) (29 )
Profit for the year 57 75 16 148
Segment assets(1) 2,482 590 682 3,754
Investments in associated companies — 1,626 — 1,626
Segment liabilities 1,787 401 8 2,196
(1) Excludes investments in associates.
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Year Ended December 31, 2024
OPC Israel CPV ZIM Other Consolidated Results
(in millions of USD, unless otherwise indicated)
Revenue 625 126 — — 751
Cost of sales (excluding depreciation and amortization) (446 ) (76 ) — — (522 )
Depreciation and amortization (70 ) (23 ) — — (93 )
Financing income 17 6 — 24 47
Financing expenses (76 ) (29 ) — (10 ) (115 )
Share in profit of associated companies — 45 — — 45
Profit / (Loss) before taxes (14 ) 104 — 4 94
Income tax expense (15 ) (22 ) — (4 ) (41 )
(Loss) / Profit from continuing operations (29 ) 82 — — 53
Profit for the year from divestment of ZIM — — 581 — 581
(Loss) / Profit for the year (29 ) 82 581 — 634
Segment assets(1) 1,585 266 — 903 2,754
Investments in associated companies — 1,459 — — 1,459
Segment liabilities 1,350 198 — 4 1,552
(1) Excludes investments in associates.
Currency fluctuations in the USD/NIS exchange rate on the translation
of OPC’s results from NIS into USD had an impact on the results of 2025 versus 2024 discussed below.
Revenues
The table below sets forth OPC’s revenue for 2025 and 2024,
broken down by country.
For the year ended December 31,
2025 2024
$ millions
Israel 675 625
U.S. 197 126
Total 872 751
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OPC’s revenue increased by $121 million to $872 million for
the year ended December 31, 2025 from $751 million for the year ended December 31, 2024. Excluding the impact of translating OPC’s
revenue from NIS to USD (using an average exchange rate of $0.2896:NIS 1), OPC’s revenue increased by $65 million in 2025 as compared
to 2024. Set forth below is a discussion of significant changes in revenue between 2025 and 2024.
Set forth below is a discussion of changes in the key components
in revenue for 2025 as compared to 2024.
Israel
• Revenue from private customers in respect of infrastructure services in Israel – Increased by $51 million in 2025 as compared to 2024. Excluding the impact of translating OPC’s revenue from NIS to USD, such revenue increased by $42 million primarily as a result of higher average tariffs in 2025;
• Revenue from a $20 million decrease in customer consumption as a result of geopolitical situation and military actions, and a decrease of $14 million as a result of a decrease in the generation component tariff in 2025;
• Revenue in respect of capacity payments in Israel – Decreased by $5 million in 2025 as compared to 2024. Excluding the impact of translating OPC’s revenue from NIS to USD, such revenue decreased by $8 million primarily as a result of decline in availability of the Zomet power plant in 2025; and
• Other revenue in Israel – Decreased by $6 million in 2025 as compared to 2024 primarily as a result of deconsolidation of Gnrgy Ltd. in Q2 2024.
United States
• Revenue from sale of electricity (retail) activities in the U.S. – Increased by $97 million in 2025 as compared to 2024 primarily as a result of increase in scope of services;
• Revenue from provision of services and other revenue in U.S. – Increased by $27 million in 2025 as compared to 2024, primarily as a result of the change in accounting treatment from consolidation to equity method accounting of CPV Renewables from November 2024 and recognition of revenue from the provision of asset management services, which was previously eliminated in the consolidation; and
• Revenue from sale of electricity from renewable energy in the U.S. – Decreased by $53 million in 2025 as compared to 2024, primarily as a result of the change in accounting treatment from consolidation to equity method accounting of CPV Renewables from November 2024.
Cost of Sales and Services (excluding Depreciation and Amortization)
OPC’s cost of sales (excluding depreciation and amortization)
increased by $136 million from 2024 to 2025. Excluding the impact of translating OPC’s cost of sales (excluding depreciation and
amortization) from NIS to USD (using an average exchange rate of $0.2896:NIS 1), OPC’s cost of sales (excluding depreciation and
amortization) increased by $96 million in 2025 as compared to 2024.
The following table sets forth OPC’s cost of sales for 2025 and 2024.
147
For the year ended December 31,
2025 2024
$ millions
Israel 487 446
U.S. 171 76
Total 658 522
Set forth below is a discussion of significant changes in cost
of sales between 2025 and 2024.
Israel
• Expenses in respect of infrastructure services in Israel – Increased by $51 million in 2025 as compared to 2024. Excluding the impact of translating OPC’s cost of sales (excluding depreciation and amortization) from NIS to USD, such costs increased by $42 million primarily as a result of higher average tariffs in 2025;
• Expenses for natural gas and diesel oil in Israel – Decreased by $2 million in 2025 as compared to 2024. Excluding the impact of translating OPC’s cost of sales (excluding depreciation and amortization) from NIS to USD, such costs decreased by $14 million primarily as a result of maintenance activities of Rotem power plant in Q4 2025;
• Expenses for acquisition of energy in Israel – Decreased by $7 million in 2025 as compared to 2024. Excluding the impact of translating OPC’s cost of sales (excluding depreciation and amortization) from NIS to USD, such costs decreased by $13 million primarily as a result of lower customer consumption as a result of the geopolitical situation and military actions and maintenance activities of power plants in 2024; and
• Other expenses in Israel – Decreased by $5 million in 2025 as compared to 2024 primarily as a result of deconsolidation of Gnrgy Ltd. in Q2 2024.
United States
• Expenses for sale of electricity (retail) in U.S. – Increased by $91 million in 2025 as compared to 2024, primarily as a result of increase in scope of services of retail activities in the U.S.;
• Expenses from provision of services and other expenses in U.S. – Increased by $20 million in 2025 as compared to 2024, primarily as a result of the change in accounting treatment from consolidation to equity method accounting of CPV Renewables from November 2024 and recognition of costs from the provision of asset management services, which were previously eliminated in the consolidation; and
• Expenses for sale of electricity from renewable energy in the U.S. – Decreased by $16 million in 2025 as compared to 2024 as a result of the change in accounting treatment from consolidation to equity method accounting of CPV Renewables from November 2024.
Depreciation and Amortization
Our depreciation and amortization expenses (representing OPC’s
depreciation and amortization expenses) decreased by $21 million to $72 million for the year ended December 31, 2025 from $93 million
for the year ended December 31, 2024.
Selling, General and Administrative Expenses
Our selling, general and administrative expenses consist of payroll
and related expenses, depreciation and amortization, and other expenses. Our selling, general and administrative expenses (excluding depreciation
and amortization) increased to $120 million for the year ended December 31, 2025, as compared to $97 million for the year ended December
31, 2024.
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OPC’s selling, general and administrative expenses increased
by $27 million, or 33%, to $110 million for the year ended December 31, 2025 from $83 million for the year ended December 31, 2024.
Financing Expenses, Net
Our financing expenses, net, decreased by $31 million to $37 million
for the year ended December 31, 2025, as compared to $68 million for the year ended December 31, 2024.
OPC’s financing expenses, net decreased by approximately
$19 million to $63 million in 2025 from $82 million in 2024, primarily as a result of changes in the exchange rate of the U.S. Dollar
against the NIS in 2025 as compared to 2024, offset by an increase in interest income from bank deposits.
Share in Profit/(Losses) of Associated Companies, Net of Tax
Our share in profit of associated companies, net of tax increased
to approximately $152 million for the year ended December 31, 2025, compared to share of profit of associated companies, net of tax of
approximately $45 million for the year ended December 31, 2024. Set forth below is a discussion of profit for our associated companies,
net of tax.
ZIM
As a result of the completion of the sale of ZIM in December 2024,
Kenon recognized a gain on sale of approximately $486 million in its consolidated financial statements and ZIM ceased to be an associate
of the Group. The net impact on profit/(loss) are reflected as part of results from divestment of ZIM for the year.
In the cash flow statement, the net proceeds from divestment of
ZIM are disclosed in a separate caption “Dividends received from associated companies, net” under operating cash flows and
“Proceeds from sales of interest in ZIM” under investing cash flows. There were no assets recognized attributable to ZIM in
2025 and 2024.
CPV
Kenon’s share of results in CPV’s associated companies
was a profit of approximately $152 million for the year ended December 31, 2025 compared to approximately $45 million for the year ended
December 31, 2024, primarily as a result of an increase in OPC’s ownership stakes in Shore and Maryland in Q4 2024 and Q2 2025.
The table below sets forth OPC’s share of profit of associated companies, net, which consists of the six operating plants in which
CPV has interests, which are accounted for as associated companies.
Year Ended December 31,
2025 2024
(in millions of USD)
Share in profits of associated companies, net 152 45
For further details of the results of certain associated companies of CPV, refer to
the English translations of the financial statements of OPC furnished by Kenon on Form 6-K to the U.S. Securities and Exchange Commission
on March 12, 2026.
Income Tax Expense
Our income tax expense for the year ended December 31, 2025 was
$29 million, compared to $41 million for the year ended December 31, 2024.
1
OPC’s financial statements were prepared and published by OPC and Kenon makes no representation or warranty as to such report or
the information contained therein.
149
Profit For the Year
As a result of the above, our profit for the year amounted to $148
million for the year ended December 31, 2025, compared to a profit for the year from continuing operations of $52 million for the year
ended December 31, 2024.
B. Liquidity and Capital Resources
Kenon’s Liquidity and Capital Resources
As of December 31, 2025, Kenon had approximately $671 million in
cash on a stand-alone basis and no material debt. Kenon’s stand-alone cash position includes cash and cash equivalents and other
treasury management instruments. Kenon seeks to generate attractive returns on its cash and cash equivalents, and seeks to use treasury
products with credit ratings that are at least rated investment grade.
Kenon’s sources of liquidity include dividends from and sales
of interests in its subsidiaries and associated companies. Accordingly, the dividend policies of and dividends paid by OPC impact Kenon’s
liquidity.
OPC Dividends
In 2024 and 2025, OPC did not pay dividends to its shareholders.
According to OPC’s dividend policy, a dividend will be distributed that is equal to at least 50% of OPC’s after-tax net income
in the calendar year preceding the dividend distribution date. In March 2026, the board of OPC reiterated its decision to suspend OPC’s
dividend distribution policy (adopted in 2017) for at least another two years.
Share Repurchase Plan
In March 2023, Kenon’s board of directors authorized the Repurchase Plan of up
to $50 million. In September 2024, Kenon’s board of directors increased the size of the Repurchase Plan to up to $60 million and
announced a share repurchase mandate under the plan of up to $30 million through the end of March 2025. In August 2025, Kenon’s
board increased the authorized share repurchase plan by $10 million to up to $70 million in total (including shares already purchased
under the plan) and announced a share repurchase mandate under the plan of up to $20 million under this plan through March 2026. Through
March 30, 2026, Kenon had repurchased approximately 1.8 million shares for approximately $48 million under the Repurchase Plan. Repurchases
under the Repurchase Plan are subject to the authority of the share purchase authorization which was renewed by shareholders at the 2025
AGM, and which will continue in force until the earlier of the date of the 2026 AGM or the date by which the 2026 AGM is required by law
to be held. At this meeting, we intend to seek authorization to renew such authorization. The Repurchase Plan may be suspended for periods,
modified or discontinued at any time and may not be completed up to the full amount of the Repurchase Plan.
Kenon’s Liquidity Requirements
Kenon’s liquidity requirements include investments in its
businesses, including OPC, and other investments it may make, as well as holding company costs, as well as dividend payments. In 2025,
Kenon used cash mainly for investments in OPC in connection with an OPC equity capital raise, dividends and administrative expenses.
We believe that Kenon’s working capital (on a stand-alone
basis) is sufficient for its present requirements.
Our principal needs for liquidity are expenses related to our day-to-day
operations. We also require capital for investments that we choose to make in our existing businesses and potentially new acquisitions.
For example, in 2025, 2024 and 2022, Kenon made investments in OPC in connection with equity capital raises by OPC. OPC’s strategy
contemplates continuing development of projects, particularly at CPV, and potentially further acquisitions which will require significant
financing, via equity or debt facilities, to further its development. We may, in furtherance of the development of our businesses, make
further investments, via debt or equity financings, in our businesses and we may make investments in new businesses. See “Item 4.B—Information
on the Company—Business Overview.”
The cash resources on Kenon’s balance sheet may not be sufficient
to fund additional investments that we deem appropriate in our businesses. As a result, Kenon may seek additional liquidity from its businesses
(via dividends, loans or advances, or the repayment of loans or advances to us, which may be funded by sales of assets or minority interests
in our businesses), or obtain external financing, which may result in dilution of shareholders (in the event of equity financing) or additional
debt obligations for the company (in the event of debt financing).
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Consolidated Cash Flow Statement
Set forth below is a discussion of our cash and cash equivalents
and our cash flows as of and for the years ended December 31, 2025 and 2024.
Year Ended December 31, 2025 Compared to Year Ended December 31,
2024
Cash and cash equivalents increased to approximately $1,478 million
for the year ended December 31, 2025, as compared to approximately $1,016 million for the year ended December 31, 2024. The following
table sets forth our summary cash flows from our operating, investing and financing activities for the years ended December 31, 2025 and
2024:
Year Ended December 31,
2025 2024
(in millions of USD)
Continuing operations
Net cash flows provided by operating activities
OPC 295 207
Other (11 ) (8 )
Total 284 199
Net cash flows used in investing activities (362 ) (365 )
Net cash flows provided/(used in) by financing activities 506 (84 )
Net cash flows from divestment of ZIM — 567
Net change in cash from continuing operations 428 250
Net change in cash from divestment of ZIM — 567
Net change in cash 428 317
Cash—opening balance 1,016 697
Effect of exchange rate fluctuations on balances of cash and cash equivalents 34 2
Cash—closing balance 1,478 1,016
Cash Flows Provided by Operating Activities
Net cash flows from operating activities increased to $284 million
for the year ended December 31, 2025 compared to $199 million for the year ended December 31, 2024. The increase is primarily driven by
the increase in OPC’s cash provided by operating activities as discussed below.
Cash flows provided by OPC’s operating activities increased
to $295 million for the year ended December 31, 2025 from $207 million for the year ended December 31, 2024, primarily as a result of
(i) dividends from OPC’s associated companies of approximately $31 million; (ii) decrease of approximately $16 million in tax payments
as a result of transition to equity method of accounting of CPV Renewables; and (iii) receipt of $29 million in respect of development
fees from the Basin Ranch power plant.
Cash Flows Used in Investing Activities
Net cash flows used in our investing activities decreased to approximately $362 million
for the year ended December 31, 2025, compared to net cash flows used in investing activities of approximately $365 million for the year
ended December 31, 2024. This decrease in net cash flow used in investing activities was primarily driven by receipt from the divestment
of our interests in ZIM in 2024 of $567 million, partially offset by changes in cash flows used in investing activities by OPC during
2025 (as described below).
151
Cash flows used in OPC’s investing activities increased to
$535 million for the year ended December 31, 2025 from $466 million for the year ended December 31, 2024. Most of the increase in the
cash used in investing activities in the year ended December 31, 2025 stems from increases in investments in the Shore and Basin Ranch
power plants.
Cash Flows Provided by the Financing Activities
Net cash flows provided by financing activities of our consolidated
businesses was approximately $506 million for the year ended December 31, 2025, compared to net cash flows used in financing activities
of approximately $84 million for the year ended December 31, 2024.
Cash flows provided by OPC’s financing activities increased
to $854 million for the year ended December 31, 2025, as compared to $243 million used for the year ended December 31, 2024. Most of the
increase in the cash flows provided by financing activities stems from proceeds from OPC’s equity offering during 2025.
Kenon’s Commitments and Obligations
As of December 31, 2025, Kenon had consolidated liabilities of
$2 billion, primarily consisting of OPC liabilities.
Other than loans from subsidiaries at the Kenon level, we have
no outstanding indebtedness or financial obligations and are not party to any credit facilities or other committed sources of external
financing.
The following discussion sets forth the liquidity and capital resources
of OPC.
OPC’s Liquidity and Capital Resources
OPC’s principal sources of liquidity have traditionally consisted
of cash flows from operating activities, short- and long-term borrowings under loan facilities, bond issuances and public and private
equity offerings.
OPC’s principal needs for liquidity generally consist of
capital expenditures related to the construction and development of projects (including Hadera, Zomet and other projects OPC may pursue),
capital expenditures relating to maintenance (e.g., maintenance and diesel inventory), working capital requirements (e.g., maintenance
costs that extend the useful life of OPC’s plants) and other operating expenses.
OPC has financed the development of its projects and its acquisitions
through equity (free cash flow and capital raising) and debt financing (debentures issued to the public and private credit from bank and
non-bank entities). Set forth below is an overview of equity issuances in 2025 and a description of OPC’s loan facilities and bonds.
OPC’s Equity Capital Raises in 2025
In June 2025, OPC issued 21,303,200 ordinary shares in the offering
to qualified investors at a price of NIS 39.90 per share. Gross proceeds amounted to NIS 850 million (approximately $240 million) which
were used by OPC to fund CPV Group’s share in the equity capital required for the establishment of the Basin Ranch project.
In August 2025, OPC issued 18,750,000 ordinary shares to qualified investors as part
of private offering. Gross issuance proceeds amounted to NIS 900 million (approximately $266 million).
In November 2025, OPC issued 5,529,322 ordinary shares to institutional
investors in a private placement in Israel for gross proceeds of approximately NIS 340 million (approximately $100 million).
OPC’s Cash and Material Indebtedness
As of December 31, 2025, OPC had cash and cash equivalents of $913
million (excluding restricted cash), restricted cash of $164 million (including restricted cash used for debt service), and total outstanding
consolidated indebtedness of $1,769 million, consisting of $117 million of short-term indebtedness and $1,652 million of long-term indebtedness.
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Israel
OPC has obtained various types of credit facilities in Israel and
the United States. Some of the credit facilities are designated to finance operational projects and projects under construction, including
with regard to the Basin Ranch project, whose construction commenced during 2025, and some credit facilities are not designated for specific
use, including in the case of Debentures (Series B-D) issued by OPC (on a standalone basis) and credit facilities from banking corporations.
OPC has undertakings towards debenture holders, which include generally
accepted provisions, including, among other things, undertakings regarding negative pledge, undertakings to meet financial ratios, causes
for cross-default, restrictions on dividend distribution, restrictions on change of control, restrictions on changes to the nature of
the activity, etc. In addition, similar provisions apply to the OPC group companies (both in Israel and the U.S.) as part of their undertakings
towards financing entities, as well as provisions regarding restrictions on liens (except for certain permitted liens as defined, including
for the purpose of existing or future (if any) project financing under the defined terms), OPC companies’ undertaking not to take
on credit.
Israeli banks are subject to restrictions with respect to the maximum
amount in credit they may provide to a group of borrowers (as this term is defined in the Bank of Israel’s Proper Conduct of Banking
Business Directives regarding Limitations on Indebtedness of Individual Borrowers and Groups of Borrowers). Consequently, if the amount
of credit provided by Israeli banks (including corporations under their control) to OPC or its controlling shareholders and affiliates
increases, OPC companies may be subject to restrictions of the maximum amount of credit they will receive as a result of the overall scope
of credit provided to OPC, its controlling shareholder and companies under its control or companies related thereto. OPC Israel has entered
into credit facilities with banks (which are available to all OPC group companies in Israel) for an aggregate amount of approximately
NIS 300 million (approximately $94 million), and other credit facilities for CPV Group for the purpose of providing guarantees (mainly
letters of credit and bank guarantees) amounting to a total of approximately $165 million, to finance the development activity of CPV
Group and with respect to the financial closing of the Basin Ranch project. Furthermore, OPC provided guarantees in respect of credit
facilities provided to CPV Group for the purpose of providing guarantees and letters of credit for these needs at the total amount of
approximately $170 million. The undertakings under such agreements include customary obligations, including restrictions on pledges, compliance
with financial ratios and maintaining liquidity in accordance with certain criteria, cross default provisions, restrictions on the distribution
of dividends and payments to shareholders, restrictions on changes in OPC’s holdings in OPC Israel, changes in control in Hadera,
and in OPC’s holdings in Zomet and Rotem, restrictions on debt incurred by OPC power plants (except for immaterial amounts) and
others.
Furthermore, OPC Israel has entered into non-binding credit facilities
(for the use of all OPC group companies in Israel), which are mainly used for the purpose of letters of credit and bank guarantees (for
example, to the EA, the System Operator, etc.).
The letters of commitment to the banking corporations, which provided
credit facilities to OPC, include generally accepted provisions and undertakings.
Most of the binding credit facilities includes a cross-acceleration
or cross-default causes with respect to OPC and the debts or liabilities of OPC and OPC Israel, the amounts of which vary from facility
to facility. Furthermore, such credit facilities include financial covenants which apply to OPC.
As part of its undertakings as per the deeds of trust for the debentures,
OPC has provided an undertaking not to place a general floating charge (general negative floating charge).
As of March 11, 2026, OPC’s Debentures (Series B, C and D)
and OPC are rated by: (a) Standard & Poor’s Maalot at ratings of ilA+ and ilA, respectively (as updated in May 2025), with a
stable outlook; and (b) Midroog Ltd. at a rating of A1.il (with an identical rating for OPC) with a stable rating outlook.
Credit at variable interest – some of the credit taken by
OPC Israel bears variable interest (Prime interest plus a spread within a set range). In addition, certain binding short-term credit facilities
bear variable interest, and credit made available to CPV Group includes interest based on SOFR.
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The debt instruments to which OPC and its operating companies are
party to require compliance with financial covenants. Under each of these debt instruments, the creditor has the right to accelerate the
debt or restrict OPC from declaring and paying dividends if, at the relevant testing date, the applicable entity is not in compliance
with the defined financial covenants ratios.
The instruments governing a substantial portion of the indebtedness
of OPC operating companies contain clauses that would prohibit these companies from paying dividends or making other distributions in
the event that the relevant entity was in default on its obligations under the relevant instrument.
In addition, the construction of the Sorek Generation Facility,
and its operation and maintenance are financed through an intercompany debt extended by OPC, by providing loans from OPC Power Plants
Ltd. (“OPC Power Plants”) to Sorek 2.
OPC is examining the possibility of taking out additional long=term
debt, as well as refinancing (including early redemption) and the existing long-term debt to extend the weighted average maturity.
OPC is engaged in advanced negotiations for entering into project
finance agreements for projects under advanced development - Ramat Bekka and Hadera 2.
The following table sets forth selected information regarding OPC’s
principal outstanding short-term and long-term debt, as of December 31, 2025 (excluding CPV):
Outstanding Principal Amount as of December 31, 2025* ($ millions) Interest Rate Final Maturity
Hadera:
Financing agreement(1) 174 4.9% September 2037
OPC4:
Bonds (Series B)(2)(5) 138 2.75% (CPI-linked) September 2028
Bonds (Series C)(3)(5) 208 2.5% August 2030
Bonds (Series D)(4)(5) 206 6.2% 2034
OPC Israel:
Financing agreement (Bank Hapoalim and Bank Leumi)(6) 722 Prime interest plus a spread ranging from 0.3% to 0.4% December 2033
Financing agreement (Israel Discount Bank Ltd. and Harel Insurance Company Ltd.) 174 Annual interest rates between 2.4% and approximately 3.9% (linked) and between 3.6% and approximately 5.4% (unlinked) 2037
Total 1,622
* Includes interest payable, net of expenses.
(1) Represents NIS 556 million converted into USD at the exchange rate for NIS into USD of NIS 3.19 to $1.00. All debt has been issued in NIS, of which 2/3 is linked to CPI and 1/3 is not linked to CPI.
(2) In April 2020, OPC completed an offering of NIS 400 million (approximately $ 113 million) of Series B bonds on the TASE, at an annual interest rate of 2.75%. In October 2020, OPC issued 555,555 units of NIS 1,000 Series B bonds, totaling gross proceeds of NIS 584 million ($ 171 million). The offering was an extension of the existing Series B bonds previously issued by OPC. The proceeds of the additional Series B issuance were used to redeem Series A bonds (NIS 313 million (approximately $ 86 million)) and in part to fund the CPV acquisition. In August 2025, OPC announced that its board of directors approved a partial early redemption of approximately NIS 256 million (approximately $75 million) par value of its Series B Bonds, completed on September 30, 2025, at the par value of the bonds together with a payment in accordance with the Series B Bonds indenture of approximately NIS 48 million (approximately $14 million). Following this early redemption, the outstanding par value of the Series B Bonds balance is expected to decrease to approximately NIS 440 million (approximately $129 million) par value.
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(3) In September 2021, OPC issued Series C debentures at a par value of NIS 851 million (approximately $ 266 million), bearing annual interest of 2.5%. The Series C bonds are repayable over 12 semi-annual payments (which repayment amounts vary, and range from 5% up to 16% of the total issued amount) commencing in February 2024 with the final payment in August 2030. OPC used the proceeds from the Series C bonds for the early repayment of project financing debt of Rotem as described below.
(4) In January 2024, OPC issued Series D debentures totaling NIS 200 million (approximately $53 million), with the proceeds of the issuance designated for OPC’s needs, including for recycling of an existing financial debt (Series D). The bonds are listed on the TASE, are not CPI-linked and bear annual interest of 6.2%. The principal and interest for Series D bonds will be repaid in unequal semi-annual payments (on March 25, and September 25), as set out in the amortization schedule, starting from March 25, 2026 in relation to the principal and September 25, 2024 in relation to interest. This debenture series is not a material loan in and of itself but it is classified as a loan with a material cross-default provision (including, in some cases, stricter default events with respect to the Series B and C debentures). In November 2025, OPC completed the issuance by of the an expansion of a traded series (Series D debentures) for a gross consideration of approximately NIS 500 million (against allocation of at a par value of approximately NIS 458 million (approximately $140 million) (Series D)), with the proceeds of the issuance designated to refinance OPC existing financial debt and for other business purposes. The bonds are listed on the TASE, are not CPI-linked and bear annual interest of 6.2%. The principal and interest for Series D bonds will be repaid in unequal semi-annual payments (on March 25, and September 25), as set out in the amortization schedule, starting from March 25, 2026 in relation to the principal and September 25, 2024 in relation to interest. This debenture series is classified as a loan with a material cross-default provision (including, in some cases, stricter default events with respect to the Series B and C debentures).
(5) As of December 31, 2025, the balance of interest payable in respect of the Series B, C and D debentures amounts to approximately NIS 20 million (approximately $6 million). OPC bonds (Series B, C and D) and OPC are rated by: (a) Standard & Poor’s Maalot Ltd. at ilA-at ratings of ilA+ and ilA, respectively (as updated in May 2025), with a stable outlook; and (b) Midroog Ltd. at a rating of A1.il (with an identical rating for OPC) with a stable rating outlook.
(6) In August 2024, OPC Israel entered into three financing agreements with Bank Hapoalim and Bank Leumi for loans in aggregate amount of approximately NIS 1.65 billion (approximately $443 million). The loans were used primarily for early repayment of the existing project financing of the Zomet and Gat power plants in the amounts of approximately NIS 1.14 billion (approximately $307 million) in respect of Zomet, and approximately NIS 443 million (approximately $119 million) in respect of Gat (in each case including estimated accrued interest and early repayment fees).
As at December 31, 2025, OPC’s proportionate share of net
debt (including interest payable) of CPV associated companies was approximately $1,376 million.
For further information on OPC’s financing arrangements, see below and see Note 14
to our financial statements included in this annual report.
Hadera Financing Agreement
Hadera has a project finance agreement with a bank and financial
institutions based on generally accepted project finance arrangements, adjusted for the Hadera project. In July 2016, Hadera entered into
a NIS 1 billion (approximately $274 million) senior facility agreement to finance the construction of Hadera’s power plant in Hadera.
The Hadera Financing Agreement includes provisions as are customary in project financing agreements, including provisions regarding certain
restrictions on entering into material agreements and other material actions (including terminating, cancelling or amending such engagements)
without the consent of the lenders, involving agreements of this type and undertakings in connection with guarantees and indemnification
as is generally accepted. Pursuant to the agreement, the lenders undertook to provide Hadera with financing in several facilities, including
a term loan facility, a standby facility, a debt service reserve amount, or DSRA, facility to finance the DSRA deposit, and a guarantee
facility to facilitate the issuance of bank guarantees to be issued to third parties.
The loan is to be repaid in quarterly installments according to
repayment schedules specified in the agreement. The financing matures 18 years after the commencement of repayments in accordance with
the provisions of the agreement which commenced approximately half a year following the commencement of commercial operation of the Hadera
plant.
The senior facility agreement is secured by liens over some of
Hadera’s existing and future assets and on certain OPC and Hadera rights, in favor of Israel Discount Bank Ltd., as collateral agent
on behalf of the lenders. The senior facility agreement also contains certain restrictions and limitations.
As of December 31, 2025, Hadera has made drawings in the aggregate
amount of NIS 423 million (approximately $133 million) under the NIS 1 billion loan agreement.
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OPC Bonds (Series B)
In April 2020, OPC issued NIS 400 million (approximately $113 million)
of bonds (Series B), which were listed on the TASE. The bonds bear annual interest at the rate of 2.75% and are repayable every six months,
commencing on September 30, 2020 (on March 31 and September 30 of every calendar year) through September 30, 2028.
In addition, an unequal portion of principal is repayable every six months. The principal and interest are linked to an increase in the
Israeli consumer product index of March 2020 (as published on April 15, 2020). The bonds have received a rating of A3 from Midroog
and A- from S&P Global Ratings Maalot Ltd.
In October 2020, OPC issued NIS 584 million (approximately $171
million) of Series B bonds. The offering was an extension of the existing Series B bonds previously issued by OPC.
OPC completed a partial early redemption of approximately NIS 256
million (approximately $75 million) par value of its Series B Bonds, completed on September 30, 2025, at the par value of the bonds together
with a payment in accordance with the Series B Bonds indenture of approximately NIS 48 million (approximately $14 million). Following
this early redemption, the outstanding par value of the Series B Bonds balance decreased to approximately NIS 440 million (approximately
$129 million).
The bonds are unsecured and the trust deed includes limitations
on OPC’s ability to impose a floating lien on its assets and rights in favor of a third party.
The trust deed includes restrictions on distributions and payment
of management fees to the controlling shareholder, including compliance with certain covenants and certain legal restrictions. The terms
of the bonds also provide for the possible raising of the interest rate in certain cases of lowering the rating and in certain cases of
breach of financial covenants.
OPC Bonds (Series C)
In September 2021, OPC issued a series of bonds at a par value
of approximately NIS 851 million (approximately $266 million), with the proceeds of the issuance designated, among other things, for early
repayment of Rotem’s financing (Series C). The bonds are listed on the TASE. The bonds are not CPI-linked and bear annual interest
of 2.5%. The bonds are repayable in twelve semi-annual and unequal installments (on February 28 and August 31) as set out in
the amortization schedule, starting on February 28, 2024 through August 31, 2030 (the first interest payment was due February 28,
2022). The bonds are unsecured and the trust deed includes limitations on OPC’s ability to impose a floating lien on its assets
and rights in favor of a third party without fulfilling the conditions in the Bond C deed of trust. OPC has the right to make early repayment
subject to conditions.
The Bond C trust deed includes restrictions on distributions and
payment of management fees to the controlling shareholder, including compliance with certain covenants and certain legal restrictions.
OPC Bonds (Series D)
In January 2024, OPC issued Debentures (Series D) at a par value
of approximately NIS 200 million (approximately $53 million). The debentures are listed for trading on the TASE, are not linked to the
CPI and bear an annual interest of 6.2%.
In November 2025, OPC issued Debentures (Series D - expansion)
at a par value of approximately NIS 458 million (approximately $143 million). The debentures are listed for trading on the TASE, are not
linked to the CPI and bear an annual interest of 6.2%.
The principal and interest for Series D bonds is to be repaid in
unequal semi-annual payments (on March 25, and September 25), as set out in the amortization schedule, starting from March 25,
2026 in relation to the principal and September 25, 2024 in relation to interest.
The Bonds D trust deed includes customary terms similar to Bond
B and Bond C deeds of trust described above.
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OPC Israel Financing Agreements
In August 2024, OPC Israel entered into finance agreements with
Bank Hapoalim and Bank Leumi for loans in aggregate amount of approximately NIS 1.65 billion (approximately $443 million). The loans were
used primarily for early repayment of the existing project financing of the Zomet and Gat power plants in the amounts of approximately
NIS 1.14 billion (approximately $307 million) in respect of Zomet, and approximately NIS 443 million (approximately $119 million) in respect
of Gat (in each case including estimated accrued interest and early repayment fees).
The loans bear interest at a rate based on Prime interest plus
a spread ranging from 0.3% to 0.4%. The loan principal is repayable in quarterly installments from March 25, 2025 through December 25,
2033 as follows: 0.5% per quarter in 2025; 0.75% per quarter in 2026; 1% per quarter in 2027-2029; 5% per quarter in 2030-2032; and 5.75%
per quarter in 2033. The financing agreements include covenants and event of default provisions.
Additional OPC Israel Financing Agreements
During 2025, OPC Israel entered into additional finance agreements
with banks for the provision of loans totaling approximately NIS 700 million which were used, among other things, to repay shareholder
loans and for debt restructuring, including:
• Financing agreement with Israel Discount Bank Ltd: In January 2025, OPC Israel entered into a financing agreement with Israel Discount Bank Ltd. for the extension of a loan in the total amount of NIS 300 million. The loan was advanced in two equal parts – a total of NIS 150 million in February 2025 and an additional amount of NIS 150 million in June 2025. OPC Israel has repaid the loans to its shareholders, and distributed a dividend (OPC has used its share primarily to repay debentures).
• Financing agreement with Bank Hapoalim Ltd: In July 2025, OPC Israel entered into a financing agreement with Bank Hapoalim Ltd. for the extension of a loan totaling NIS 400 million. The loan was advanced in two equal parts – a total of NIS 200 million in July 2025 and an additional amount of NIS 200 million in November 2025. OPC Israel used the proceeds to make a full repayment of the shareholder loan provided to Rotem, refinanced a long-term debt and distributed a dividend (OPC used its share mainly to repay debentures).
The above loans include provisions for the principal repayment
terms, collateral provided, restrictions and undertakings, conditions for distribution and compliance with financial covenants. The interest
rate terms were revised to 0.25%-0.4% over the prime interest rate.
CPV’s Indebtedness
Generally, each CPV active project has senior project financing
debt with similar structures, i.e., project, asset level financing (other than financings of Maple Hill, Stagecoach and Backbone, which
are arranged on a several project portfolio basis and the Mountain Wind financing, which is also arranged on the basis of the Mountain
Wind portfolio of projects), on non-recourse financing terms subject to specific terms and exceptions set for each project. On financial
closing of each of such financing, debt and equity capital were committed in an amount sufficient to cover the project’s projected
capital costs during construction, along with ancillary credit facilities. The ancillary credit facilities are provided by a subset of
the project’s lenders and in some cases by financial institutions who are not direct lenders to the relevant project and are comprised
of letters of credit, which support collateral obligations under the financing arrangements and commercial arrangements, and a working
capital revolver facility, which supports the project’s ancillary credit needs. The senior credit facilities are generally structured
such that, initial maturity dates often tied to the term of the applicable commercial arrangements are anchoring expected operating cash
flows of each project. For the Energy Transition projects, the term loans generally span the construction period plus 5-7 years after
launch of commercial operation.
CPV seeks to take advantage of opportunities to refinance its credit
facilities according to market conditions and, in any case, prior to the scheduled final repayment date. The credit facilities of the
operating assets in place during construction are generally sourced from a consortium of international lenders and executed in the “Term
Loan A” market, which is substantially comprised of commercial banks, investment banks, institutional lenders, insurance companies,
international funds, and equipment suppliers’ credit affiliates. CPV operating project companies have refinanced loans for gas-fired
projects in both the Term Loan A market and the Term Loan B market, the latter of which includes mainly institutional lenders, international
funds, and a number of commercial banks. CPV will continue to assess opportunities to expand credit facilities at a corporate level.
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While the credit facility terms and conditions have certain provisions specific to the
project being financed, most of the standard key terms and conditions (e.g., first lien security on assets and rights, covenants, events
of default, equity cure rights, distribution restrictions, reserve requirements) are similar across the CPV project financings, as customary
in the relevant markets considering the project and the market conditions. In each market and often within each project loan, lenders
extended loans to CPV Group’s projects either according to a credit margin plus SOFR, variable base interest rate or fixed interest.
CPV executes interest rate hedges for a significant portion of the main exposure at the project level. The term loan commitment amounts
once drawn and repaid, may not be drawn again, while ancillary credit facilities and working capital facilities are revolving in nature.
The events of default consist of customary events of default.
The table below sets forth summaries of the key commercial terms of the senior credit
facilities associated with each CPV project financing.
Project Financial Closing Date Total Commitment (approximately in $millions) Total Outstanding/ Issued (approximately in $millions) as of Dec. 31, 2025 Maturity Date Annual interest
Fairview October 7, 2025(1) 775 728(2) August 14, 2031 Fixed debt interest rate – 5.4% SOFR – 8.2% Weighted-average interest as at December 31, 2025: 6.2%
Towantic June 27, 2024 363 263(3) June 30, 2029 Fixed debt interest rate – 5.1% SOFR – 8.7% Weighted-average interest as at December 31, 2025: 7.9%
Maryland May 2021 450 246 (4) May 11, 2028 (Term Loan B) November 11, 2027 (Ancillary Facilities) Fixed debt interest rate – 5.9% SOFR – 8.9% Weighted-average interest as at December 31, 2025: 5.8%
Shore February 4, 2025 436 352(5) 2032 (Term Loan and LC) 2030 (Ancillary facilities) Fixed debt interest rate – 4.1% SOFR – 9.1% Weighted-average interest as at December 31, 2025: 7.8%
Valley June 12, 2015 as amended in June 2023 470 325 (6) Extended to May 31, 2026 SOFR – 10.8% Weighted-average interest as at December 31, 2025: 9.8%
Valley (Valley Term Loan B) February 17, 2026 425 289(7) February 17, 2033 (for Term Loan B) February 17, 2032 (for additional facilities) Interest margin of 2.75%
Three Rivers August 21, 2020 875 645(8) June 30, 2028(2) Fixed debt interest rate – 4.6% SOFR – 9.1% Weighted-average interest as at December 31, 2025: 5.2%
Keenan August 2021 120 56 (9) December 31, 2030 Fixed debt interest rate – 2.0% SOFR – 6.5%
Mountain Wind April 6, 2023 92 62.4(10) April 6, 2028 Fixed debt interest rate – 4.9% SOFR – 7.0%
Rogue’s Wind August 16, 2024 257 121 (11) 3 years from the Loan Conversion Date. Construction Term Loan interest: SOFR + 1.75% Term Loan interest: SOFR + 1.85% Bridge Loan interest: SOFR + 1.5% Weighted-average interest as at December 31, 2025: 5.1%
CPV Maple Hill, Stagecoach, CPV Backbone August 23, 2023 370(11) 123.4 August 23, 2027 or a year after the conversion date of the third qualifying project Fixed debt interest rate – 6.4% SOFR – 7.9% Weighted-average interest as at December 31, 2025: 5.3%
Basin Ranch October 28, 2025 1,100 190.8 (13) September 30, 2045 3%
Basin Ranch October 29, 2025 430(14) 300 December 31, 2032 SOFR-based rate with a spread of 2.8% to 3.4%,
(1) In October 2025, CPV completed transaction for revision of the financing terms such that the margin was reduced to 2.5% and a dividend was distributed to the partners, in the aggregate amount of about $217 million (CPV Group’s share – about $54 million).
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(2) Consisting of Term Loan B (Variable): $696 million, Ancillary Facilities (Working Capital Loan: No funds have been drawn under the agreement; Letters of Credit/LC Loans: approximately $32 million).
(3) Consisting of Term Loan A: $223 million, Ancillary Facilities (Working Capital Loan: No funds have been drawn under the agreement; Letters of Credit/LC Loans: $40 million)
(4) Consisting of Term Loan (Variable): $215 million, Ancillary Facilities (Variable): $31 million. In March 2025, Maryland’s financing agreement was amended, such that the interest rate margin on the long term loan was reduced from 3.75% to 3.25%
(5) Consisting of Term Loan: $295 million (see description below), Ancillary Facilities (variable) ($57 million). On February 4, 2025, Shore completed an undertaking in a new financing agreement in the framework of which the interest margin on the long term loan was updated to 3.75% and for purposes of its completion, the amount of about $80 million (NIS 286 million) was granted to Shore by all of its equity holders (CPV’s share – about $72 million).
(6) Consisting of Term Loan: $322 million.
(7) Consisting of Term Loan B: $235 million, Ancillary Facilities (Working Capital Loan (variable interest): No funds have been drawn under the agreement and Letters of Credit: $54 million). In February 2026, a refinancing transaction was completed whereby the margin was reduced to 2.75%, the cash sweep rate was reduced from 100% to a leverage based mechanism as is customary in the TLB market, and a dividend was distributed to the partners / shareholders’ loans were repaid, in the amount of about $100 million (CPV Group’s share – about $50 million).
(8) Consisting of Term Loan (Variable): $517 million, Term Loan (Fixed): $86 million, Ancillary Facilities (Working Capital Loan: $0; Letters of Credit/LC Loans: $42 million).
(9) Consisting of Term Loan (Variable): $17 million, Term Loan (Fixed): $39 million; Ancillary Facilities (Working Capital Loan (variable interest): $14 million)
(10) Consisting of Term Loan (Variable): $15.6 million (net of swaps), Term Loan (Fixed): $46.8 million.
(11) Consisting of Construction Term Loan: $ 54 million and Bridge Loan: $67 million.
(12) The ratio between the free cash flow for debt service and the principal and interest payments for the relevant period.
(13) Consisting of Total Loan Commitment: approximately $1.1 billion; amount drawn as of December 31, 2025: approximately $190.8 million.
(14) In October 2025, CPV Group signed an agreement for financing part of the shareholders’ equity provided for construction of the Basin Ranch project, in the amount of about $300 million, which was increased in February 2026 (upon completion of acquisition of the partner in the project), to the aggregate amount of about $430 million (about NIS 1.5 billion).
TEF Loan.
On October 28, 2025 the date of the financial closing of the Basin
Ranch project, the Basin Ranch project company entered into a loan agreement for the total loans and facilities of $1.1 billion, with
a term of approximately 20 years, bearing fixed interest of 3% per annum (the “TEF Loan”).
The loan principal is repayable in quarterly principal repayments
commencing on March 31, 2031 equal to 0.25% per quarter through March 31, 2032 with mortgage-style repayments thereafter. Interest payments
are payable on the last business day calendar quarterly during construction and on the last business day calendar quarterly following
the commercial operations date with the first post-COD interest payment due after the first full calendar quarter following COD. The loan
is secured by the first, senior secured and fixed pledge on the Basin Ranch project, its assets and the rights therein.
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The TEF Loan is subject to covenants, including change of control,
events of default, limitation on distributions and similar provisions.
The $430 million financing agreement with Bank
Leumi le-Israel Ltd.
In connection with funding portion of the equity for financial
closing of Basin Ranch and the acquisition of the remainder of interest in the project, on October 28, 2025, CPV Group entered into a
financing agreement with Bank Leumi le-Israel Ltd. (“Bank Leumi”) for the initial amount of $300 million, increased by additional
$130 million in January 2026 (the “Bank Leumi Financing Agreement”).
According to the Bank Leumi Financing Agreement, the annual interest
rate for the term loan is SOFR-based interest rate plus a spread ranging from 2.8% to 3.4% and for the financial guarantee fee (through
the LC), the interest rate is ranging from 1.3% to 2%. The interest on the loan shall be payable each quarter starting on March 31, 2027,
with interest accrued until the first payment to be added to the loan principal.
The loan principal (including accrued interest) is payable starting
on March 31, 2027, in accordance with the amortization schedule, as follows (i) 2027-2029: 5% per annum, (ii) 2030-2031: 25% per annum,
(iii) 2032: 35%. If the commercial operation of the Basin Ranch project commences during 2029, an adjustment will be made to the principal
payment rates (increase from 1.25% per quarter to 6.25% per quarter) starting the first quarter after the date of commercial operation,
such that the entire loan is repaid no later than December 31, 2032.
Bank Leumi is entitled to a lien on the account into which
the dividends are paid from the project. In addition, the agreement also contains a negative pledge by CPV.
The agreement includes covenants on change of control, events of
default, limitation on distributions and similar provisions.
The $370 million financing agreement with Israeli
banks.
In August 2023, CPV Group entered into a $370 million financing agreement with lenders
including Israeli banking corporations for the purpose of financing the construction and initial operating period of qualifying projects
in the field of renewable energy in the United States. CPV’s Maple Hill, Stagecoach and Backbone projects are qualifying projects.
The total amount provided under the facility is $370 million, of which (i) $181 million
is expected to be advanced for the financing of the projects’ construction and their initial commercial operating period, (ii) $39
million is expected to be advanced for the provision of letters of credit to projects, and (iii) $150 million is expected to be advanced
as a bridge loan to projects after engagement with a “tax equity partner”. The final repayment date is the earlier of four
years after the financial closing date (which would be August 23, 2027) or one year after the conversion date of the third qualifying
project based on CPV Group’s assessment that Backbone (achieving its conversion date in July 2025).
The loan under the financing agreement bears annual interest based
on SOFR plus a margin for loans for financing of construction of 2% (and if such loans are converted to financing the initial operating
period, a margin of 2.75%); and for bridge financing of 1.25%. The financing agreement provides for letters of credit to be issued subject
to customary annual issuance fees. The financing agreement further provides for customary facility fees in respect of unutilized amounts.
The three projects named above are pledged to secure the financing agreement, and a cross default provision is in place between the projects.
CPV Group provided a guarantee to secure certain undertakings in connection with the financing agreement.
As of December 31, 2025, a total of approximately $123 million was drawn by CPV Group
from the total financing commitment as part of financing of construction and financing of initial activation. As of December 31, 2025,
the bridge loan was fully repaid and the bridge loan commitment canceled and the term loan commitment was reduced to the outstanding balance.
C. Research and Development, Patents and Licenses, Etc.
Not applicable.
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D. Trend Information
The following key trends contain forward-looking statements and
should be read in conjunction with “Special Note Regarding Forward-Looking Statements”
and “Item 3.D Risk Factors.” For further information on the recent developments
of Kenon and our businesses, see “Item 5. Operating and Financial Review and Prospects—Recent
Developments.”
OPC
Israel
OPC’s revenue from the sale of electricity to private customers
is derived from electricity sold at the generation component tariffs, as published by the EA, with some discount. In January 2026, an
annual update of the tariff for 2026 came into effect for the IEC’s electricity consumers. According to the EA’s decision,
the generation component was updated to NIS 0.2890 per kWh, a decline of approximately 1.66% in the weighted average generation component
as compared to 2025.
OPC’s operations in Israel Cost of Sales are also impacted
by the price of natural gas. See “Item 5. Operating and Financial Review and Prospects—Material
Factors Affecting Results of Operations—Activities in Israel—Cost of Sales—Natural Gas.”
The War in Israel and the current military actions involving Iran
(Operation Rising Lion and Operation Lion’s Roar) have impacted our business including in terms of impacting the arrival of equipment
and foreign personnel for the development of new projects and maintenance and repairs of plants already in operation, impact on CPI, which
impacts the interest rates on certain OPC debt, availability of insurance, the availability of gas for our operating facilities, potential
physical damage to OPC’s or its customers’ facilities, the potential impact on economic conditions and financial markets in
Israel. See “Item 3.D Risk Factors—Risks Related to OPC’s Israel Operations— Impact
of the War on OPC operations in Israel” and “Item 5. Operating and Financial
Review and Prospects—Material Factors Affecting Results of Operations—Macroeconomic, security and geopolitical conditions
in the countries of operation—Israel.”
OPC has projects under development in Israel, including Hadera
2, and OPC’s strategy includes continuing to develop such projects in Israel. See “Item
4.B Business Overview.” Such development projects involved significant costs and require financing.
United States
OPC’s operations in the US through CPV
are impacted by the price of electricity and natural gas price, as well as hedging activities. See “Item
5. Operating and Financial Review and Prospects—Material Factors Affecting Results of Operations—Activities in the U.S.—Electricity
and Natural Gas Prices.”
The Trump Administration has issued executive orders to promote
fossil fuel production and reduce support and permitting for renewable energy. OPC expects that these changes should have a positive
impact on the general sentiment and the business environment and, with respect to renewable energy projects, such orders are not expected
to have a negative impact on its operational projects, its projects under construction and projects in the development stage projects
that should be entitled to tax benefits under the new legislation, but new projects in renewable energy are expected to be impacted.
On July 4, 2025, the One Big Beautiful Bill Act, or OBBBA, was passed into law, which
includes, among other things, legislative changes relating to the set of federal tax benefits, which are relevant to the renewable energy
activities of CPV Group in the U.S. The OBBBA includes changes to the 2022 Inflation Reduction Act. For further information on the impact
of OBBA on CPV activities, see “Item 4.B Business Overview—Overview of United States Electricity
Generation Industry.”
The electricity prices in the U.S. are continuing to be impacted
by supply and demand trends in the activity markets of CPV’s power plants, particularly the PJM and ERCOT markets (the location
of the Basin Ranch power plant which is under construction). For a discussion of trends in these markets, see “Item
5. Operating and Financial Review and Prospects—Material Factors Affecting Results of Operations—Activities in the U.S.—Electricity
and Natural Gas Prices,” and “Item 4.B Business Overview—Overview of United
States Electricity Generation Industry—Operating Structure in various markets.”
OPC’s strategy
in the United States involves increasing its holdings in existing Energy Transition power plants as well as continuing to develop projects
including the Basin Ranch project. Such investments and acquisitions involves significant costs and will require financing. See
“Item 4.B Business Overview—OPC’s Description of Operations—United States.”
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E. Critical Accounting Estimates
In preparing our financial statements, we make judgments, estimates
and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Our estimates and
associated assumptions are reviewed on an ongoing basis and are based upon historical experience and various other assumptions that we
believe to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions.
We believe that the estimates, assumptions and judgments involved in the accounting policies described below have the greatest potential
impact on our financial statements:
• allocation of acquisition costs;
• long-term investment (Qoros); and
• recoverable amount of cash-generating unit that includes goodwill.
For further information on the estimates, assumptions and judgments
involved in our accounting policies and significant estimates, see Note 2 to Kenon’s financial statements included in this
annual report.
F. Disclosure of Registrant’s Action to Recover Erroneously Awarded Compensation
Not applicable.
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