UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F
(Mark One)
□ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES
EXCHANGE ACT OF 1934
OR
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
for the fiscal year ended December 31, 2020
Commission File No. 0-28998
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
OR
☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
ELBIT SYSTEMS LTD.
(Exact name of Registrant as specified in its charter)
Not Applicable
(Translation of Registrant’s name into English)
Israel
(Jurisdiction of incorporation or organization)
Advanced Technology Center, Haifa 3100401, Israel
(Address of principal executive offices)
Joseph Gaspar, E-mail: j.gaspar@elbitsystems.com, Tel. 972-77-294-6404, Fax:972-77-294-6944
Advanced Technology Center, P.O. Box 539 , Haifa 3100401, Israel
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
Title of each class
Ordinary Shares, nominal value
1.0 New Israeli Shekel per share
Trading Symbol(s)
Name of each exchange on which registered
ESLT
The NASDAQ Global Select Market
Securities registered or to be registered pursuant to Section 12(g) of the Act.
Not Applicable
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
Not Applicable
(Title of Class)
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the
period covered by the annual report. 44,198,330 Ordinary Shares
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
☒ Yes
□ No
Note - Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 from their obligations under those Sections.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing requirements for the past 90 days.
□ Yes ☒ No
☒ Yes □ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be
submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit such files).
☒ Yes
□ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an
emerging growth company. See definition of “large accelerated filer", "accelerated filer,” and "emerging growth company" in
Rule 12b-2 of the Exchange Act.
Large accelerated filer ☒
Accelerated filer
☐
Non-accelerated filer ☐
Emerging growth company ☐
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards† provided pursuant to Section 13(a) of the Exchange Act.
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting
Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in
this filing:
U.S. GAAP ☒
International Financial Reporting ☐
Standards as issued by the International
Accounting Standards Board
Other ☐
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item
the registrant has elected to follow.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the
effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.
7262(b)) by the registered public accounting firm that prepared or issued its audit report.
□ Item 17
□ Item 18
☒ Yes
□ No
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act).
☐ Yes
☒ No
Table of Contents
General Disclosure Standards
Cautionary Statement with Respect to Forward-Looking Statements
Item 1.
Item 2.
Item 3.
Item 4.
Item 4A.
Item 5.
Item 6.
Item 7.
Item 8.
Item 9.
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
Item 15.
Item 16A.
Item 16B.
Item 16C.
Item 16D.
Item 16E.
Item 16F.
Item 16G.
Item 16H.
Item 17.
Item 18.
Item 19.
Identity of Directors, Senior Management and Advisers
Offer Statistics and Expected Timetable
Key Information
Information on the Company
Unresolved Staff Comments
Operating and Financial Review and Prospects
Directors, Senior Management and Employees
Major Shareholders and Related Party Transactions
Financial Information.
The Offer and Listing
Additional Information
Quantitative and Qualitative Disclosures About Market Risk
Description of Securities Other than Equity Securities
Defaults, Dividend Arrearages and Delinquencies
Material Modifications to the Rights of Security Holders and Use of Proceeds.
Controls and Procedures
Audit Committee Financial Expert
Code of Ethics
Principal Accountant Fees and Services
Exemptions from the Listing Standards for Audit Committees
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
Change in Registrant’s Certifying Accountant
Corporate Governance
Mine Safety Disclosure
Financial Statements
Financial Statements
Exhibits
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General Disclosure Standards
PART I
The consolidated financial statements of Elbit Systems Ltd. (Elbit Systems) included in this annual report on Form 20-
F are prepared in accordance with United States generally accepted accounting principles (U.S. GAAP). Unless otherwise
indicated, all financial information contained in this annual report is presented in U.S. dollars. References in this annual report
to the “Company”, “we”, “our”, “us” and terms of similar meaning refer to Elbit Systems and our subsidiaries unless the
context requires otherwise.
The name “ELBIT SYSTEMS”, and our logo, brand, product, service and process names appearing in this document,
are the trademarks of the Company or our affiliated companies. All other brand, product, service and process names appearing
in this document are the trademarks of their respective holders and appear for informational purposes only. Reference to or use
of any third party mark, product, service or process name herein does not imply any recommendation, approval, affiliation or
sponsorship of that or any other mark, product, service or process name. Nothing contained herein shall be construed as
conferring by implication, estoppel or otherwise any license or right under any patent, copyright, trademark or other intellectual
property right of the Company or any of our affiliated companies.
Cautionary Statement with Respect to Forward-Looking Statements
This annual report on Form 20-F contains forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act), and
the Israeli Securities Law, 1968. These statements relate to our current plans, estimates, strategies, goals, beliefs, intents,
expectations, assumptions and projections about future events and as such do not relate to historical or current fact. Forward-
looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as
amended.
Forward-looking statements contained herein generally are identified by the words “anticipate”, “intend”, “believe”,
"estimate," “project”, “expect”, “will likely result”, “strategy”, “plan”, “may”, “should”, “will”, “would”, “will be”, “will
continue”, “will likely result” and similar expressions, and the negatives thereof. Forward-looking statements are not guarantees
of future performance and involve certain risks and uncertainties, the outcomes of which cannot be predicted. Therefore, actual
future results, performance and trends may differ materially from these forward-looking statements due to a variety of factors,
including, without limitation:
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governmental regulations and approvals;
changes in governmental budgeting priorities;
general market, political, health (including the Covid-19 pandemic) and economic conditions in the
countries in which we operate or sell, including Israel and the United States among others;
the development and launch of our products, or their market acceptance;
our projected expenses and capital expenditures;
differences in anticipated and actual program performance, including the ability to perform under long-term
fixed-price contracts;
fluctuations in foreign currency exchange rates;
the scope and length of customer contracts;
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our ability to achieve strategic goals from acquisitions of businesses and the risks associated with the
integration of such businesses;
our ability to protect our proprietary information and avoid, withstand and/or recover from cyber attacks on
our systems;
the effect of competitive products, technology and pricing;
our ability to attract, incentivize and retain key employees;
changes in applicable tax rates;
inventory write-downs and possible liabilities to customers from program cancellations due to political
relations between Israel and countries where our customers may be located; and
the outcome of legal and/or regulatory proceedings.
The factors listed above are not all-inclusive, and further information about risks and other factors that may affect our
future performance is contained in this annual report on Form 20-F. All forward-looking statements speak only as of the date of
this annual report. Although we believe the expectations reflected in the forward-looking statements contained in this annual
report are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Moreover, neither we
nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements.
We expressly disclaim any obligation to update or review any forward-looking statements, whether as a result of new
information, future events or otherwise, except as may be required by applicable law.
Item 1.
Identity of Directors, Senior Management and Advisers.
Information not required in annual report on Form 20-F.
Item 2.
Offer Statistics and Expected Timetable.
Information not required in annual report on Form 20-F.
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Item 3.
Key Information.
Risk Factors
We attempt to identify, manage and mitigate risks to our business. However, some of these risks are not within
our control, and risks and uncertainty cannot be fully eliminated or predicted. Prior to investing in our ordinary shares you
should carefully consider the following risk factors as well as other information contained in this annual report. The risk factors
presented below may not necessarily be in order of importance or probability of occurrence.
Risks Related to Our Operations
A cyber or security attack/incident resulting in a breach, disruption or failure in our or our supply chain's
digital environment could adversely affect us. Our operations depend heavily on the continued and secure functioning of our
varied digital environment software and hardware that stores, processes and transmits data from and to us and our business
partners. This digital environment is subject to breach, damage, destruction, disruption, malfunction or failure from, among
other things, cyber attacks and other unauthorized intrusions, power losses, telecommunications failures, earthquakes, fires and
other natural disasters.
We have been subjected to attempted cyber attacks, ranging from standard phishing mails to sophisticated
campaigns. Our computer and communications systems, databases and users face ongoing threats of malicious software
(malware), social engineering, distributed denial of service (DDoS), malicious code, zero-day vulnerabilities and other security
problems and system disruptions carried out by different threat actors. In particular, we may be targeted by experienced
computer programmers and hackers (including those sponsored by or acting for foreign governments or terrorist organizations)
who may attempt to penetrate or circumvent our advanced cyber security defenses and damage or disrupt our digital
environment in order to misappropriate or compromise our intellectual property or other proprietary or protected information or
that of our customers and other business partners.
Governmental and other end users and customers are increasingly requiring us and our supply chain to meet
specific computer system cyber protection and information assurance requirements and standards as a pre-condition for us to
receive customer program-related information. We devote significant resources to configure, operate, maintain, monitor,
upgrade and continuously improve the security of our systems and databases and to meet applicable customer requirements
regarding their protection. However, despite our efforts to secure our systems and databases and meet cyber protection and
information assurance requirements, we may still face system failures, data breaches, loss of intellectual property and
interruptions in our operations, which could have a material adverse effect on our business, reputation, financial condition and
results of operations.
Our operations may be negatively impacted by the Coronavirus pandemic. International health epidemics from
communicable diseases, such as the outbreak of the Coronavirus disease in 2019 (Covid-19), may impair our operations. We
actively assess the potential impact of the Covid-19 pandemic on our operations, including on our employees, customers,
suppliers and logistics/transport providers. In addition, we monitor the possible impact of governmental actions being taken to
curtail the spread of the virus, such as roll-out of vaccinations, instructions regarding quarantine of individuals, restrictions on
holding of large scale events, workplace restrictions and international travel guidance. We evaluate short-term and potential
medium and long-term impacts of the pandemic on the defense, homeland security and commercial aviation markets and
continue to see a slow-down in our commercial aviation business. We also monitor the impact of the pandemic on our industry
and on governmental priorities and budgets, both in Israel and worldwide, as well as the pandemic's macro-economic
implications. Although we generally have been able to continue our business activities as of the date of this annual report, we
cannot presently estimate the future impact of Covid-19. The continued spread of that disease could prevent our employees,
customers, supply chain and other business partners from conducting normal activities, potentially resulting in cessation,
reduction or delay of business either voluntarily or by governmental mandate and could have a material adverse effect on our
business, financial condition, results of operations and cash flow.
We face acquisition and integration risks. From time to time we make equity or asset acquisitions and
investments in companies and technology ventures. Such acquisitions generally are intended to achieve various strategic
initiatives including the expansion of our product or service offerings, technical capabilities or customer base. See Item 4.
Information on the Company – Mergers, Acquisitions and Divestitures. These acquisitions involve risks and uncertainties such
as:
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our pre-acquisition due diligence may fail to identify material risks;
significant acquisitions may negatively impact our financial results, including cash flow and financial liquidity;
significant goodwill assets recorded on our consolidated balance sheet from prior acquisitions are subject to
impairment testing, and unfavorable changes in circumstances could result in impairment to those assets;
acquisitions may result in significant additional unanticipated costs associated with price adjustments or write-
downs;
• we may not integrate newly-acquired businesses and operations in an efficient and cost-effective manner;
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relocation or combination of facilities of acquired businesses may be more costly or time consuming than
planned;
• we may fail to achieve the strategic objectives, synergies, cost savings, financial and other benefits expected
from acquisitions;
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the technologies acquired may not prove to be those needed to be successful in our markets, may be less
mature than anticipated, may not have adequate intellectual property rights protection or may infringe
proprietary rights of others;
• we may assume significant liabilities and exposures that exceed the enforceability or other limitations of
applicable indemnification provisions, if any, or the financial resources of any indemnifying parties, including
indemnity for tax or regulatory compliance issues, such as anti-corruption and environmental compliance, that
may result in our incurring successor liability;
• we may fail to retain key employees of the acquired businesses;
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the attention of senior management may be diverted from our existing operations;
• we may be exposed to potential shareholder claims if we acquire a significant interest in a publicly traded
company; and
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certain of our newly acquired operating subsidiaries in various countries could be subject to more restrictive
regulations by the local authorities after our acquisition, including regulations relating to foreign ownership of,
and export authorizations for, local companies, which could adversely impact the acquisition's value.
We cannot assure that these risks or other unforeseen factors will not offset the intended benefits of the
acquisitions, and such risks could have a material adverse effect on our financial condition and results of operation.
We may experience production delays, discontinuation of supply or liability if suppliers fail to make compliant
or timely deliveries. The manufacturing process for some of our products largely consists of the assembly, integration and
testing of purchased components. Some components are available from a small number of suppliers, and in a few cases a single
source. If a supplier stops delivery of such components, finding another source could result in added cost and manufacturing
delays. Moreover, if our subcontractors fail to meet their design, delivery schedule, information assurance, regulatory
compliance or other obligations we could be held liable by our customers, and we may be unable to obtain full or partial
recovery from our subcontractors for those liabilities. The foregoing disruptions could have a material adverse effect on our
operating results.
We may be affected by failures of our prime contractors. We often act as a subcontractor, and a failure of a prime
contractor to meet its obligations may affect our ability to receive payments under our subcontract.
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Undetected problems in our products or manufacturing processes could impair our financial results and give
rise to potential product liability or breach of contract claims. If there are defects in the design, production or testing of our or
our subcontractors’ products and systems, including our products sold for safety purposes in the homeland security and
commercial aviation areas, or if the cyber protection measures included in our products do not operate as intended, we could
face substantial repair, replacement or service costs, potential liability and damage to our reputation. Similar issues could arise
if we fail to timely implement our manufacturing processes. In addition, we must comply with regulations and practices to
prevent the use of parts and components that are considered as counterfeit or that violate third party intellectual property rights.
We may not be able to obtain product liability or other insurance to fully cover such risks, and our efforts to implement
appropriate design, testing and manufacturing processes for our products or systems may not be sufficient to prevent such
occurrences, which could have a material adverse effect on our business, results of operations and financial condition.
We could be adversely affected if we are unable to retain key employees. Our success depends in part on key
management, scientific and technical personnel and our continuing ability to attract and retain highly qualified personnel. There
is competition for the services of such personnel. The loss of the services of key personnel, and the failure to attract highly
qualified personnel in the future, may have a negative impact on our business. Moreover, our competitors may hire and gain
access to the expertise of our former employees.
We may face labor relations disputes or not be able to amend collective bargaining agreements in a timely
manner. We are party to collective bargaining agreements that cover a substantial number of our employees, which number
could increase, for example, as a result of future acquisitions of companies. We have faced and may in the future face attempts
to unionize additional parts of our organization. Disputes with trade unions or other labor relations difficulties, as well as failure
to timely amend or extend collective bargaining agreements, could lead to worker disputes, slow-downs, strikes and other
measures, which could negatively impact our results of operations.
Risks Related to Our Markets and Industry
Our future success in a competitive industry depends on our ability to develop new offerings and technologies.
The markets we serve are highly competitive and characterized by rapid changes in technologies and evolving industry
standards. In addition, some of our systems and products are installed on platforms that may have a limited life or become
obsolete. Unless we develop new offerings or enhance our existing offerings, we may be susceptible to loss of market share
resulting from the introduction of new or enhanced offerings by competitors. We compete with many large and mid-tier
defense, homeland security and commercial aviation contractors on the basis of system performance, cost, overall value,
delivery and reputation. Many of these competitors are larger and have greater resources than us, and therefore may be better
positioned to take advantage of economies of scale and develop new technologies. Some of these competitors are also our
suppliers in some programs. Accordingly, our future success will require that we:
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identify emerging technological trends;
identify additional uses for our existing technology to address customer needs;
develop and maintain competitive products and services;
add innovative solutions that differentiate our offerings from those of our competitors;
bring solutions to the market quickly at cost-effective prices;
develop working prototypes as a condition to receiving contract awards; and
structure our business, through joint ventures, teaming agreements and other forms of alliances, to reflect the
competitive environment.
We will need to invest significant financial resources to pursue these goals, and there can be no assurance that
adequate financial resources will continue to be available to us for these purposes. We may experience difficulties that delay or
prevent our development, introduction and marketing of new or enhanced offerings, and such new or enhanced offerings may
not achieve adequate market acceptance. Moreover, new technologies or changes in industry standards or customer
requirements could render our offerings obsolete or unmarketable. Any new offerings and technologies are likely to involve
costs and risks relating to design changes, the need for additional capital and new production tools, satisfaction of customer
specifications, adherence to delivery schedules, specific contract requirements, supplier performance, customer performance
and our ability to predict program costs. New products may lack sufficient demand or experience technological problems or
production delays. Our customers frequently require demonstration of working prototypes prior to awarding contracts for new
programs or require short delivery schedules which may cause us to purchase long-lead items or material in advance of
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receiving the contract award. Moreover, due to the design complexity of our products, we may experience delays in developing
and introducing new products. Such delays could result in increased costs and development efforts, deflect resources from
other projects or increase the risk that our competitors may develop competing technologies that gain market acceptance in
advance of our products. If we fail in our new product development efforts, or our products or services fail to achieve market
acceptance more rapidly than the products or services of our competitors, our ability to obtain new contracts could be
negatively impacted. Any of the foregoing costs and risks could have a material adverse impact on our business, results of
operations, financial condition and cash flow.
Our revenues depend on a continued level of government business. We derive most of our revenues directly or
indirectly from government agencies, mainly the Israeli Ministry of Defense (IMOD), the U.S. Department of Defense (DoD)
and other military or governmental authorities of various countries, pursuant to contracts awarded to us under defense and
homeland security-related programs. The funding of these programs could be reduced or eliminated due to numerous factors,
including geo-political events and macro-economic conditions that are beyond our control. Reduction or elimination of
government spending under our contracts could cause a negative effect on our revenues, results of operations, cash flow and
financial condition.
We face risks in our international operations. We derive a significant portion of our revenues from international
sales. Entry into new markets as well as changes in international, political, economic or geographic conditions could cause
significant reductions in our revenues, which could harm our business, financial condition and results of operations. In addition
to the other risks from international operations set forth elsewhere in these Risk Factors, some of the risks of doing business
internationally include international trade sanctions, imposition of tariffs and other trade barriers and restrictions. While we
have not been significantly impacted by BREXIT, imposition of import restrictions or tariffs by any government could lead to
retaliatory actions by other countries with broad effects in many industries and economies internationally. Broad-based
international trade conflicts could have negative consequences on the demand for our products and services outside Israel.
Other risks of doing business internationally include political and economic instability in the countries of our customers and
suppliers, changes in diplomatic and trade relationships and increasing instances of terrorism worldwide. Some of these risks
may be affected by Israel’s overall political situation. See “Risks Related to Our Israeli Operations” below.
Due to consolidation in our industry, we are more likely to compete with certain potential customers. As the
number of companies in the defense industry has decreased in recent years, the market share of some prime contractors has
increased. Some of these companies are vertically integrated with in-house capabilities similar to ours in certain areas. Thus, at
times we could be seeking business from certain of these prime contractors, while at other times we could be in competition
with some of them. Failure to maintain good business relations with these major contractors could negatively impact our
business.
Certain of our contracts may be terminated for convenience of the customer. Our contracts with customers
often contain provisions permitting termination for convenience of the customer. In a minority of such contractual
arrangements, an early termination for convenience would not entitle us to reimbursement for a proportionate share of our fee
or profit for work still in progress.
Financial-Related Risks
We face currency exchange risks. We generate a substantial amount of our revenues in currencies other than the
U.S. dollar (our financial reporting currency), mainly New Israeli Shekels (NIS), Great Britain Pounds (GBP), Euro, Brazilian
reals, Australian dollars and Indian rupees, and we incur a substantial amount of our expenses (primarily human resources,
operational and supply chain expenses) in currencies other than the U.S. dollar, mainly NIS. To the extent we derive our
revenues or incur our expenses in currencies other than the U.S. dollar, we are subject to exchange rate fluctuations between the
U.S. dollar and such other currencies. For example, we could be negatively affected by exchange rate changes during the period
from the date we submit a price proposal until the date of contract award or until the date(s) of payment. Certain currency
derivatives we use to hedge against exchange rate fluctuations may not fully protect against sharp exchange rate fluctuations,
and in some cases we may not be able to adequately hedge against all exchange rate fluctuations. In addition, our international
operations expose us to the risks of price controls, restrictions on the conversion or repatriation of currencies, or even
devaluations or hyperinflation in the case of currencies issued by countries with unstable economies. All of these currency-
related risks could have a material adverse effect on our financial condition and financial results. See below “Risks Related to
Our Israeli Operations – Changes in the U.S. Dollar – NIS Exchange Rate” and Item 5. Operating and Financial Review and
Prospects – Impact of Inflation and Exchange Rates.
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We face risks of cost overruns in fixed-price contracts. Most of our contracts are fixed-price contracts, under
which we generally assume the risk that increased or unexpected costs may reduce profits or generate a loss. The risk of adverse
effects on our financial performance from such increased or unexpected costs can be particularly significant under fixed-price
contracts for which changes in estimated gross profit/loss are recorded on a “cumulative catch-up basis”. See Item 5. Operating
and Financial Review and Prospects – General – Critical Accounting Policies and Estimates – Revenue Recognition and Item
18. Financial Statements - Note 2T. The costs most likely to fluctuate under our fixed price contracts relate to internal design
and engineering efforts. However, we do not believe that changes in the market costs of particular commodities used in the
production of our products are likely to present a material risk to our costs. To the extent we underestimate the costs to be
incurred in any fixed-price contract, we could experience a loss on the contract, which could have a negative effect on our
results of operations, financial position and cash flow.
We have risks relating to pre-contract costs. We sometimes participate in “risk-sharing” contracts, or incur pre-
contract costs relating to specific anticipated contracts or delivery orders, in which our non-recurring costs or other costs that
are pre-contract costs are only recoverable if the contract or order is actually awarded or if there is a sufficient level of sales for
the applicable product, which level of sales typically is not guaranteed. If the anticipated contract is not awarded or if sales do
not occur at the level anticipated, we may not be able to recover our non-recurring or pre-contract costs.
We face fluctuations in revenues and profit margins. Our revenues may fluctuate between periods due to changes
in pricing, sales volume or project mix. Moreover, because certain of our project revenues are recognized upon achievement of
performance milestones, such as units-of-delivery / point-in-time revenue recognition, we may experience significant
fluctuations in year-to-year and quarter-to-quarter financial results. Similarly, our profit margin may vary significantly during
the course of a project as a result of changes in estimated project gross profits that are recorded in results of operations on a
cumulative catch-up basis pursuant to the percentage-of-completion accounting method due to judgment and estimates that are
complex and are subject to a number of variables. See Item 5. Operating and Financial Review and Prospects – General –
Critical Accounting Policies and Estimates – Revenue Recognition and Item 18. Financial Statements - Note 2T. As a result,
our financial results for prior periods may not provide a reliable indicator of our future results.
Our backlog of projects under contract is subject to unexpected adjustments, delays in payments and
cancellations. Our backlog includes revenue we expect to record in the future from signed contracts and certain other
commitments. Many projects may remain in our backlog for an extended period of time because of the size or long-term nature
of the contract. In addition, from time to time, for reasons beyond our control (including economic conditions, exchange rate
fluctuations or customer needs), projects are delayed, scaled back, stopped or cancelled, or the customer delays making
payments, which may adversely affect the revenue, profit and cash flow that we ultimately receive from contracts reflected in
our backlog.
We have risks related to the inherent limitations of internal control systems. We are subject to a range of
requirements relating to internal controls over financial reporting. Despite our internal control measures, we may still be subject
to financial reporting errors or even fraud, which may not be detected. A control system, which is increasingly based on
computerized processes, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that
its objectives are met. In addition, the benefit of each control must be considered relative to its cost, and the design of a control
system must reflect such reasonable resource constraints. Implementation of changes or updates to our control systems,
including implementation of our enterprise resource planning (ERP) system at additional sites, may encounter unexpected
difficulties. These inherent limitations include the realities that judgments in decision-making can be faulty and that
breakdowns can occur because of simple error or mistake. Further, controls can be circumvented by individual acts, by
collusion of two or more persons or by management override of the controls. Over time, a control may be inadequate because of
changes in conditions or the degree of compliance with applicable policies or procedures may deteriorate. See Item 15. Controls
and Procedures. Failure to maintain effective internal controls could adversely affect our financial results as well as lead to
investigations or sanctions by regulatory authorities.
We sometimes have risks relating to financing for our programs. A number of our major projects require us to
arrange, or to provide, guarantees in connection with the customer’s financing of the project. These include commitments by us
as well as guarantees provided by financial institutions relating to advance payments received from customers. Customers
typically have the right to draw down against advance payment guarantees in the event we default under the applicable contract.
In addition, some customers require that contract payment periods be extended for a number of years, sometimes beyond the
period of contract performance. We may face difficulties in issuing guarantees or providing financing for our programs,
including in cases where a customer encounters impaired ability to continue to comply with extended payment terms.
Moreover, our balance sheet could reflect increased leverage if we were required to provide significant financing for our
programs. See Item 4. Information on the Company – Financing Terms.
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We are subject to buy-back obligations. A number of our international programs require us to meet “buy-back” or
"offset" obligations. See Item 5. Operating and Financial Review and Prospects – Off Balance Sheet Transactions. If we, or the
local companies we contract with, become unable to meet such obligations, we may be subject to contractual penalties, and our
chances of receiving further business from the applicable customers could be impaired.
Our effective tax rate may be subject to fluctuations. Our worldwide effective tax rate could fluctuate as a result
of several factors, many of which are outside of our control, including: (i) changes in the mix of revenues and income we derive
from the jurisdictions where we operate that have different statutory tax rates; (ii) amendments to tax laws and regulations and
changes in interpretations in the jurisdictions where we operate; and (iii) tax assessments, including any related tax interest or
penalties, which could significantly affect our income tax expense for the period in which the assessments take place. In
addition, our tax returns are periodically audited or subject to review by tax authorities in the various jurisdictions in which we
operate around the world. Increases in our effective tax rates from the above factors could have a material adverse effect on our
financial results and cash flow. The Organization for Economic Cooperation and Development has introduced the base erosion
and profit shifting (BEPS) project. The BEPS project contemplates changes to numerous international tax principles, as well as
national tax incentives, and these changes, if adopted by individual countries, could adversely affect our provision for income
taxes.
Changes to tax laws in any of the jurisdictions in which we operate could materially affect our financial
position, results of operations and cash flow. Tax laws, including tax rates, in the jurisdictions in which we operate are often
unsettled and may be subject to significant change. For example, U.S. tax reform enacted in 2017 (informally titled the Tax
Cuts and Jobs Act) introduced a number of significant changes to the U.S. federal income tax rules. Furthermore, members of
the U.S. Congress and the administration of U.S. President Joseph Biden have expressed an intent to enact legislation to change
or repeal parts of current U.S. income tax law. Changes in tax laws, treaties or regulations, and their interpretation or
enforcement, are unpredictable. Any of these occurrences could have a material adverse effect on our financial position, results
of operations and cash flow.
Funding obligations to our pension plans could reduce our liquidity. Funding obligations for certain of our
pension plans are impacted by the performance of the financial markets and interest rates. When interest rates are low, or if the
financial markets do not provide expected returns, we may be required to make additional contributions to these pension plans.
Volatility in the equity markets or actuarial changes in mortality tables can change our estimate of future pension plan
contribution requirements. See Item 18. Financial Statements – Notes 2S and 17.
Risks Related to Legal and Regulatory Requirements
We are subject to government procurement and anti-bribery/corruption rules and regulations. We are required
to comply with government contracting rules and regulations relating to, among other things, cost accounting, sales of various
types of munitions, anti-bribery and procurement integrity, which increase our performance and compliance costs. See Item 4.
Information on the Company – Governmental Regulation. Our supply chain is also required to comply with many of these
regulations. Failure to comply with these rules and regulations, whether directly or indirectly, could result in the modification,
termination or reduction of the value of our contracts, the assessment of penalties and fines against us, our suspension or
debarment from government contracting or subcontracting for a period of time or criminal sanctions against us, our employees
or our supply chain, all of which could negatively impact our results of operations and financial condition. We engage in
certain markets considered to have high bribery and corruption risks. Investigations by government agencies have become
more frequent in a number of countries, including Israel and the U.S.
We depend on governmental approval of exports. Our international sales, as well as our international
procurement of skilled human resources, technology and components, depend largely on export license approvals from the
governments of Israel, the U.S. and other countries. If we, our customers or our suppliers fail to obtain material approvals in the
future, or if material approvals previously obtained are revoked or expire and are not renewed due to factors such as changes in
political conditions or imposition of sanctions, our ability to sell our products and services to overseas customers and our ability
to obtain goods and services essential to our business could be interrupted, resulting in a material adverse effect on our
business, revenues, assets, liabilities and results of operations. See Item 4. Information on the Company – Governmental
Regulation.
8
Our operations may expose us to liabilities under various environmental protection, health and safety laws and
regulations. Our operations are affected by environmental protection, health and safety requirements. Recent years have been
characterized by a substantial increase in the stringency and enforcement of legal provisions and regulatory requirements in
these areas and the cost of compliance with such regulatory changes. Changes in laws and regulations around the world may
impact use of our products or our manufacturing processes, due to environmental protection, health or safety considerations.
These changes include regulations regarding the storage and handling of hazardous materials used in our operations. See Item 4
- Information on the Company - Governmental Regulation - Environmental, Health and Safety Regulations. Standards adopted
in the future may affect us and change our methods of operation. Furthermore, some of our business licenses are for fixed
periods and must be renewed from time to time. Renewal of such permits is not certain and may be made contingent on
additional environmental, health and safety conditions and costs. If we were to violate or become liable under environmental,
health and safety laws and regulations, including with respect to our manufacture, testing or handling of munitions and
explosives, as a result of our inability to obtain permits, human error, accident, equipment failure or other causes, we could be
subject to fines, costs, civil or criminal sanctions, face property damage or personal injury claims or be required to incur
substantial investigation or remediation costs, which could cause disruptions in our operations and have a material adverse
effect on our business.
Our business depends on proprietary technology that may be infringed or disclosed without our authorization.
Many of our systems and products depend on our proprietary technology for their success. Like other technology-oriented
companies, we rely on a combination of intellectual property (IP), some of which is not formally protected. Our formally
protected IP includes patents, trade secrets, copyrights and trademarks. We also utilize non-disclosure agreements,
confidentiality provisions in sales, procurement, employment and other agreements and technical measures to establish and
protect proprietary rights in our products. Our ability to successfully protect our IP may be limited because:
•
•
•
•
•
•
IP laws in certain jurisdictions may be relatively ineffective;
detecting infringements and enforcing proprietary rights may be difficult due to unavailability of details of
competitors' technology and may divert management’s attention and company resources;
contractual measures such as non-disclosure agreements and confidentiality provisions may afford only
limited protection;
our patents may expire, thus providing competitors access to the applicable technology;
competitors may independently develop products that are substantially equivalent or superior to our products
or circumvent our IP rights; and
IP not formally protected may be misappropriated or leaked to our competitors.
In addition, various parties register patents in technologies relevant to our business areas and may assert
infringement claims against us. The cost of defending against infringement claims could be significant, regardless of whether
the claims are valid. If we are not successful in defending such claims, we may be prevented from the use or sale of certain of
our products, liable for damages and required to obtain licenses, which may not be available on reasonable terms, any of which
may have a material adverse impact on our business, results of operation or financial condition.
Our acquisitions are subject to governmental approvals. Most countries require local governmental approval of
acquisitions of domestic defense and homeland security-related businesses, which approval may be denied, or subject to
unfavorable conditions, if the local government determines the acquisition is not in its national interest. Such regulations are
becoming more stringent in a number of countries. We may also be unable to obtain antitrust approvals for certain acquisitions
as our operations expand. Failure to obtain such governmental approvals could negatively impact our future business and
prospects.
We are subject to laws and contractual obligations regarding data privacy. Certain information we receive and
maintain regarding our employees and third parties is subject to various local and national laws regarding privacy and data
protection. Many of these laws are rapidly evolving and increasingly rigorous. In addition, we are frequently subject to
contractual obligations requiring us to protect the confidential information of customers. A failure or perceived failure by us to
comply with laws, industry standards or contractual obligations regarding the protection of data could subject us to enforcement
actions and other litigation by customers and governmental authorities, fines, damages and negative publicity.
9
Other Risks Related to Our Business
Our business involves risks that may not be adequately covered by insurance. Our business involves the
development and production of products and systems for government agencies and other customers around the world. These
products and systems can involve new technologies that are not fully tested. We may not be able to obtain product liability or
other insurance to fully cover our risks, and the monetary amount of our insurance coverage may not fully cover the liabilities
we may incur from our activities, which could be substantial and could harm our financial condition, results of operations and
cash flows. In addition, conditions in the global insurance market may make it more costly to obtain adequate insurance
coverage in areas such as directors and officers liability insurance.
Our share price may be volatile and may decline. Numerous factors, some of which are beyond our control and
unrelated to our operating performance or prospects, may cause the market price of our ordinary shares to fluctuate
significantly. Factors affecting market price include, but are not limited to: (i) variations in our operating results and ability to
achieve our key business targets; (ii) sales or purchases of large blocks of stock; (iii) changes in securities analysts’ earnings
estimates or recommendations; (iv) differences between reported results and those expected by investors and securities analysts;
and (v) changes in our business including announcements of new contracts or other major events by us or by our competitors. In
addition, we could be subject to securities class action litigation following periods of volatility in the market price of our
ordinary shares.
Other general factors and market conditions that could affect our stock price include but are not limited to
changes in: (i) the market’s perception of our business; (ii) the businesses, earnings estimates or market perceptions of our
competitors or customers; (iii) the outlook for the defense, homeland security and commercial aviation industries; (iv) general
market, economic or health (including pandemics) conditions unrelated to our performance; (v) the legislative or regulatory
environment; (vi) government defense spending or appropriations; (vii) military or defense activities worldwide; (viii) the level
of national or international hostilities; and (ix) the general geo-political environment.
We have a major shareholder with significant influence over certain matters requiring shareholder approval.
As of the date of this annual report, Federmann Enterprises Ltd. (FEL) owns approximately 44.3% of our ordinary shares,
directly and indirectly. Therefore, subject to shareholder approval special majority requirements under the the Israeli
Companies Law - 1999 (the Companies Law) and our articles of association, FEL may have significant influence over the
outcome of certain matters requiring shareholder approval, including the election of directors who are not External Directors.
Michael Federmann, who serves as the chair of our board of directors, is (through entities in his control) the controlling
shareholder of FEL, and he is also the chair of the board and the chief executive officer of FEL. Therefore, Mr. Federmann
controls, directly and indirectly, the vote of our ordinary shares owned by FEL. See below - Item 6. Directors, Senior
Management and Employees - Board Practices - Appointment of Directors and - External Directors, Item 7. Major Shareholders
and Related Party Transactions - Major Shareholders and Item 10. Additional Information - Approval of Certain Transactions
and - Provisions Relating to Major Shareholders.
Risks Related to Our Israeli Operations
Conditions in Israel and the Middle East may affect our operations. Political, economic and military conditions
in Israel and the Middle East directly affect our operations. Since the establishment of the State of Israel, a number of armed
conflicts have taken place between Israel and its Arab neighbors. Although the recent Abraham Accords have enhanced Israel's
relations with certain countries in the Middle East, an ongoing state of hostility, varying in degree and intensity, has caused
security and economic problems for Israel. Political, economic and military conditions in Israel and the Middle East could have
a material adverse effect on our business, financial condition, results of operations and future growth.
Political relations could limit our ability to sell or buy internationally. We could be adversely affected by the
interruption or reduction of trade between Israel and its trading partners. Some countries, companies and organizations continue
to participate in a boycott of Israeli firms, other firms doing business with Israel as well as Israeli-owned companies operating
in other countries. Foreign government defense export policies towards Israel could also make it more difficult for us to obtain
the export authorizations necessary for our activities. See above “Risks Related to Our Markets and Industry.” There can be no
assurance that restrictive laws, policies or practices directed towards Israel or Israeli businesses will not have an adverse impact
on our business.
10
Reduction in Israeli government spending or changes in priorities for defense products may adversely affect
our earnings. The Israeli government may reduce its expenditures for defense items or change its defense priorities in the
coming years. In addition, the Israeli defense budget may be adversely affected if there is a reduction in U.S. foreign military
assistance. See above “Risks Related to Our Markets and Industry.” Any of the foregoing circumstances could have an adverse
effect on our operations.
Extended periods without a stable coalition government could adversely affect the Israeli defense budget. Over
the last two years Israel has undergone three elections, and a fourth election was held on March 23, 2021. This has led to
frequent changes in the composition of the government and delays in adopting budgets. This also has negatively impacted the
ability of the IMOD to adopt a new budget, enter into new programs and make timely payments to its suppliers, which in turn
could adversely affect our operations in Israel and our financial results.
Israel’s economy may become unstable. From time to time Israel’s economy may experience inflation or
deflation, low foreign exchange reserves, fluctuations in world commodity prices, military conflicts, civil and political unrest
and budgetary constraints. For these and other reasons, in the past the government of Israel has intervened in the economy
employing fiscal and monetary policies, import duties, foreign currency restrictions, controls of wages, prices and foreign
currency exchange rates and regulations regarding the lending limits of Israeli banks to companies considered to be in an
affiliated group. The Israeli government has periodically changed its policies in these areas. Reoccurrence of previous
destabilizing factors could make it more difficult for us to operate our business as we have in the past and could adversely affect
our business.
Israeli government programs and tax benefits may be terminated or reduced in the future. We participate in
programs of the Israel Innovation Authority and the Israel Investment Center, for which we receive tax and other benefits as
well as funding for the development of technologies and products. See Item 4. Information on the Company – Conditions in
Israel – Israel Innovation Authority and Investment Center Funding. If we fail to comply with the conditions applicable to
these programs, we may be required to pay additional taxes and penalties or make refunds and may be denied future benefits.
From time to time, the government of Israel has discussed reducing or eliminating the benefits available under these programs,
and therefore these benefits may not be available in the future at their current levels or at all.
Israeli law may delay, prevent or impact acquisition of our controlling interest. The Israeli Defense Entities
Law (Protection of Defense Interests), 5766 – 2006 (the Israeli Defense Entities Law) requires Israeli government approval of
an acquisition of ”means of control” in Israeli defense companies such as Elbit Systems or Israeli defense companies we own or
may acquire, in case a relevant order is issued by the Israeli government. Such an order may also contain additional conditions
relating to the purchase or transfer of means of control. As of the date of this annual report, an order relating to us has yet to be
issued, however, the IMOD recently notified us that the IMOD has initiated a process under which it is intended that the Israeli
government will issue an order that would designate Elbit Systems and most of our Israeli subsidiaries as defense entities under
the Israeli Defense Entities Law. This could limit the ability of a potential purchaser to acquire a significant interest in our
shares. See also Item 4. Information on the Company – Governmental Regulation – Regulation of Israeli Defense Entities. In
addition, the Companies Law regulates mergers, requires tender offers for acquisitions of shares above specified thresholds,
requires special approvals for transactions involving directors, officers or significant shareholders and regulates other matters
that may be relevant to these types of transactions. These provisions could delay, prevent or impede an acquisition of a
significant portion of our shares, even if such an acquisition would be considered beneficial by some of our shareholders.
Being a foreign private issuer exempts us from certain SEC requirements. As a foreign private issuer within the
meaning of rules promulgated under the Exchange Act, we are exempt from certain Exchange Act rules and requirements that
apply to U.S. public companies, including: (i) the requirement to file with the SEC quarterly reports on Form 10-Q and current
reports on Form 8-K; (ii) rules regulating the solicitation of proxies in connection with shareholder meetings; (iii) Regulation
FD prohibiting selective disclosures of material information; and (iv) rules requiring insiders to disclose stock ownership and
trading activities and establishing liability for profits realized from “short-swing” trading transactions (i.e., a purchase and sale,
or sale and purchase, of the issuer’s equity securities within less than six months). Because of the foregoing, our shareholders
may receive less information about our company and trading in our shares by our affiliates than would be provided to
shareholders of a domestic U.S. company, and our shareholders may be afforded less protection under the U.S. federal
securities laws than would be afforded to shareholders of a domestic U.S. company.
11
We may rely on certain Israel “home country” corporate governance practices which may not afford
stockholders the same protection afforded to shareholders of U.S. companies. As a foreign private issuer Elbit Systems is
permitted to follow, and in certain instances (as described below) has followed, home country corporate governance practices
instead of certain practices otherwise required under the Listing Rules of the NASDAQ Stock Market (Nasdaq Listing Rules)
for domestic U.S. issuers. As described in Item 16G. Corporate Governance, in 2018 and 2021 we informed Nasdaq that we
elected to follow certain procedures permitted under the Companies Law instead of the Nasdaq Listing Rules, which require a
listed company to obtain shareholder approval for the establishment or material amendment of an equity-based compensation
plan. Under this “home country practice” exception provided in the Nasdaq Listing Rules for foreign private issuers, we could
in the future elect to follow home country practices in Israel with regard to a broad range of other corporate governance matters.
Following our home country governance practices, as opposed to the requirements that would otherwise apply to a United
States company listed on Nasdaq, may provide less protection than is accorded to investors under the Nasdaq Listing Rules
applicable to domestic U.S. issuers. See Item 16G - Corporate Governance.
Many of our employees and some of our officers are obligated to perform military reserve duty in Israel.
Generally, Israeli citizens and permanent residents are obligated to perform annual military reserve duty up to a specified age.
They also may be called to active military duty at any time under emergency circumstances. These military service obligations
could have a disruptive impact on our workforce.
It may be difficult to enforce a non-Israeli judgment against us, our officers and directors. We are incorporated
in Israel. Our executive officers and directors and our outside auditors are not residents of the United States, and a substantial
portion of our assets and the assets of these persons are located outside the United States. Therefore, it may be difficult for an
investor, or any other person or entity, to enforce against us or any of those persons in an Israeli court a U.S. court judgment
based on the civil liability provisions of the U.S. federal securities laws. It may also be difficult to effect service of process on
these persons in the United States. Also, it may be difficult for an investor, or any other person or entity, to enforce civil
liabilities under U.S. federal securities laws in original actions filed in Israel. See below – Item 4. Information on the Company
– Conditions in Israel – Enforcement of Judgments.
12
Item 4.
Information on the Company.
Business Overview
Major Activities
We are an international high technology company engaged in a wide range of programs throughout the world,
primarily in the defense and homeland security arenas. We develop and supply a broad portfolio of airborne, land and naval
systems and products for defense, homeland security and commercial applications. Our systems and products are installed on
new platforms, and we also perform comprehensive platform modernization programs. In addition, we provide a range of
support services.
Our major activities include:
• military aircraft and helicopter systems;
•
•
•
•
•
commercial aviation systems and aerostructures;
unmanned aircraft systems;
electro-optic, night vision and countermeasures systems;
naval systems;
land vehicle systems;
• munitions;
•
•
•
command, control, communications, computer, intelligence, surveillance and reconnaissance (C4ISR) and
cyber systems;
electronic warfare and signal intelligence systems; and
other commercial activities.
Many of these major activities have a number of common and related elements, including common technologies
and products, types of programs and customer interface. Therefore, certain of our subsidiaries, divisions or other operating units
often jointly conduct marketing, research and development, manufacturing, performance of programs, sales and after sales
support among these major activities.
Principal Market Environment
Notwithstanding the recent impact of the Covid-19 pandemic on governmental priorities worldwide, including a
slow-down in the commercial aviation market, budgets for defense and homeland security have remained relatively stable in
most of our markets. The nature of military and homeland security requirements in recent years, including low intensity
conflicts and ongoing terrorist activities, tensions with countries such as Iran, as well as increased focus on leaner but more
technically advanced forces, has resulted in increasing demand for technological solutions that incorporate artificial
intelligence, Big Data analytics, robotics, automation and information assurance. There has also been continued demand in the
areas of C4ISR systems, cyber-defense systems, network centric information systems, intelligence gathering systems, border
and perimeter security systems, unmanned aircraft systems, unmanned surface vessels, remote controlled systems, precision
munitions, vehicle survivability and protection systems, space and satellite-based defense capabilities and homeland security
solutions. Moreover, there is a continuing demand for cost effective logistic support and training and simulation services. We
believe our synergistic approach of finding solutions that combine elements of our various activities positions us to meet
evolving customer requirements in many of these areas.
We tailor and adapt our technologies, integration skills, market knowledge and operationally-proven systems to
each customer’s requirements in both existing and new platforms. By upgrading existing platforms with advanced technologies,
we provide customers with cost-effective solutions, and our customers are able to improve their technological and operational
capabilities within limited budgets. Our experience in providing “systems of systems” enables us to provide overall solutions in
a range of areas to meet our customers’ comprehensive defense, homeland security and safety needs.
13
Company History
Our predecessor Elbit Ltd. was incorporated in Israel in 1966 as Elbit Computers Ltd. Elbit Systems was formed
in 1996, as part of the Elbit Ltd. corporate demerger, under which Elbit Ltd.’s defense related assets and business were spun-off
to us.
Elbit Systems Ltd. is a corporation domiciled and incorporated in Israel where we operate in accordance with the
provisions of the Companies Law.
Trading Symbols, Address and Website
Our shares are traded on the Nasdaq Global Select Market (Nasdaq), under the symbol “ESLT”, and on the Tel-
Aviv Stock Exchange (TASE).
Our main offices are in the Advanced Technology Center, Haifa 3100401, Israel, and our main telephone number
at that address is (972)-77-2940000. Our principal offices in the United States are the headquarters of Elbit Systems of
America, LLC at 4700 Marine Creek Parkway, Fort Worth, Texas 76179-6969, and the main telephone number at that address
is 817-234-6600.
Our website home page is www.elbitsystems.com. We make our website content available for informational
purposes only. It should not be relied upon for investment purposes, nor is it incorporated by reference in this annual report on
Form 20-F.
Revenues
The table below shows our consolidated revenues by major areas of operations for the years ended December 31,
2018, 2019 and 2020:
2018
2019
(U.S. dollars in millions)
2020
Airborne systems
C4ISR systems
Land systems
Electro-optic systems
Other (mainly non-defense engineering and production services)
Total
$
1,470 $
1,130
649
334
101
1,617 $
1,162
1,228
374
127
$
3,684 $
4,508 $
1,650
1,146
1,259
476
132
4,663
The following table provides our consolidated revenues by geographic region, expressed as a percentage of total
revenues for the years ended December 31, 2018, 2019 and 2020:
Israel
North America
Europe
Asia-Pacific
Latin America
Others
2018
2019
2020
(U.S. dollars in millions)
20%
27%
20%
21%
5%
7%
24%
28%
18%
23%
4%
3%
24%
32%
17%
21%
3%
3%
14
Subsidiary Organizational Structure
Our beneficial ownership interest in our major subsidiaries is set forth in Exhibit 8 to this annual report. Our
equity and voting interests in these entities are the same as our beneficial ownership interests.
Below is a general description of our major subsidiaries, each of which is wholly-owned. We also have other
smaller subsidiaries and investee companies in Israel, Europe, North America, South America and Asia-Pacific that conduct
marketing, engineering, manufacturing, logistic support and other activities, principally in the subsidiary’s local market. Our
subsidiaries generally operate across our major areas of activities often in collaboration with other subsidiaries.
Elbit Systems of America
Elbit Systems of America, LLC (Elbit Systems of America), a Delaware limited liability company, and its
subsidiaries provide products and systems solutions focusing on U.S. military, homeland security, medical instrumentation and
commercial aviation customers. Elbit Systems of America and its subsidiaries have operational facilities in Fort Worth, Texas,
San Antonio, Texas, Merrimack, New Hampshire, Talladega, Alabama, Roanoke, Virginia and Boca Raton, Florida. Elbit
Systems of America also has a 50% interest in a joint venture with Collins Aerospace, a unit of Raytheon Technologies Corp.,
which is engaged in the area of helmet mounted display systems for fixed-wing military and para-military aircraft. Elbit
Systems of America acts as a contractor for U.S. Foreign Military Financing (FMF) and Foreign Military Sales (FMS)
programs. See below “Governmental Regulations – Foreign Military Financing”. Each of Elbit Systems of America’s
operational facilities has engineering and manufacturing capabilities. Elbit Systems of America’s manufacturing facilities in
Alabama, Texas, New Hampshire and Virginia also have significant maintenance and repair capabilities. See below
“Manufacturing” and “Customer Satisfaction and Quality Assurance”.
Elbit Systems of America, Elbit Systems and intermediate Delaware holding company subsidiaries are parties to a
Special Security Agreement (SSA) with the DoD. The SSA provides the framework for controls and procedures to protect
classified information, controlled unclassified information and export controlled data. The SSA allows the Elbit Systems of
America companies to participate in classified U.S. government programs even though, due to their ownership by Elbit
Systems, the Elbit Systems of America companies are considered to be under the control of a non-U.S. interest. Under the SSA,
a Government Security Committee of Elbit Systems of America’s board of directors was permanently established to supervise
and monitor compliance with Elbit Systems of America’s export control and national security requirements. The SSA also
requires Elbit Systems of America’s board of directors to include outside directors who have no other affiliation with the
Company. Elbit Systems of America’s board of directors also includes an officer of Elbit Systems of America and up to two
inside directors, who have other affiliations with the Company. The SSA requires outside directors and officers of the Elbit
Systems of America companies who are directors, and certain other senior officers, to be U.S. resident citizens and eligible for
DoD personnel security clearances.
C4I and Cyber. Headquartered in Netanya, Israel, Elbit Systems C4I and Cyber Ltd. (C4I and Cyber) is engaged
in the worldwide market for C4ISR systems, data links and radio communication systems and equipment, cyber intelligence
solutions, autonomous solutions and homeland security solutions.
Elisra. Based in Holon, Israel, Elbit Systems EW and SIGINT – Elisra Ltd. (Elisra) provides a wide range of
electronic warfare (EW) systems, signal intelligence (SIGINT) systems and C4ISR technological solutions for the worldwide
market.
Elop. Based in Rehovot, Israel, Elbit Systems Electro-Optics Elop Ltd. (Elop) designs, engineers, manufactures
and supports a wide range of electro-optic systems and products mainly for defense, space and homeland security applications
for customers worldwide.
ELS. Headquartered in Ramat HaSharon, Israel, Elbit Systems Land Ltd. (ELS) is engaged in the design and
manufacture of land-based systems and products for armored and other military vehicles, artillery and mortar systems. ELS
also is engaged in the design and manufacture of a wide range of precision munitions for land, air and sea applications as well
as armored vehicle survivability and protection systems for defense and homeland security applications.
15
Mergers, Acquisitions and Divestitures
Part of our growth strategy includes our continued activity in mergers and acquisitions and joint ventures with
respect to businesses, assets and complementary technologies both in Israel and internationally. The Company’s structure often
enables us to benefit from the synergy of our overall capabilities while at the same time focus on local requirements.
During 2020 and the beginning of 2021, we continued to invest resources in these activities including investing in,
and the acquisition of, companies and businesses, primarily in Israel and North America. See Item 18. Financial Statements -
Notes 1D and 6. We continue to actively pursue acquisition and investment opportunities that meet our strategic goals and
acquisition criteria in key markets.
We continue to evaluate our holdings and from time to time pursue divestiture of businesses that are not
considered to be core to our strategy.
Current Business Operations
We generally operate and manage the major activities described below in an inter-related manner and on a project-
oriented basis. This means that contracts are frequently performed by more than one operating subsidiary within the Company,
on the basis of the multiple skills, technologies and available resources that may be needed or appropriate for the contract. Thus,
the involvement of a particular operating subsidiary in the performance of a contract is not a function of management’s review
of such subsidiary’s operating results for purposes of allocation of resources within the Company.
In each of the major activities described below we engage in development, production, service and support
activities. The customers and end users of our systems, products and services primarily include a wide range of armed forces,
governmental defense and homeland security agencies, first responders, defense platform manufacturers and operators, as well
as major defense contractors around the world. We supply product solutions ranging from individual equipment, subsystems
and systems to entire platforms and networks. Our service solutions range from spare parts, maintenance and repair, to a broad
range of training activities and operation of flight schools.
Military Aircraft and Helicopter Systems. Our portfolio of military aircraft and helicopter systems includes
advanced airborne systems and products that enhance operational capabilities and extend aircraft life cycles, ranging from a
single sensor to an entire cockpit avionics suite. We integrate our systems on fixed and rotary-wing, eastern and western, new
and mature aircraft. Under our aircraft and helicopter upgrade programs, we integrate advanced electronic, communication,
navigation, electro-optic and EW systems, such as integrated flight deck systems, mission management computers, displays,
digital maps and digital recorders, head-up displays, airborne intelligence gathering systems, precision guidance systems,
aircraft structural components, nano-satellites and a range of aircraft tactical, virtual, appended and embedded trainers and
simulators. We also design and supply advanced helmet mounted systems, including helmet mounted displays for fixed-wing
aircraft and rotary-wing aircraft pilots. We support life cycle extension of our customers’ fleets and supply logistic support
services for airborne platforms, including repair and maintenance centers, spare parts, training and operation of flight schools.
Commercial Aviation Systems and Aerostructures. Our portfolio of commercial aviation systems includes a
range of systems and products for the commercial and business aviation market that are employed on fixed-wing aircraft and
commercial helicopters. Our commercial aviation systems in the business aviation, commercial helicopter and air transport
areas include full avionic suites, enhanced flight vision products and various other avionics products such as display,
communication and flight management systems. In addition we provide aerostructure products such as pressurized and non-
pressurized doors, composite beams and winglets.
UAS (Unmanned Aircraft Systems). Our portfolio of unmanned aircraft systems includes integrated UAS
(sometimes referred to as remote piloted vehicles or RPVs) in various categories for a range of applications as well as UAS
training systems. The systems include airborne platforms, ground control stations, communications systems and various
payloads, including stabilized electro-optic, electronic intelligence (ELINT) and communications intelligence (COMINT)
payloads that can be adapted for various types of UAS. We perform development, supply, lease and support services and
training activities relating to UAS.
16
Electro-Optic and Countermeasures Systems. Our portfolio of electro-optic and countermeasures systems
includes a range of electro-optic-based solutions including forward looking infrared systems for night observation, laser range-
finders and laser radars, stabilized payloads, electro-optic-based ISR systems, directional IR countermeasure systems as well as
multiple vision-enhancing solutions for military forces using image intensifier tubes and systems. We also supply
panchromatic and multi-spectral cameras and telescopes for space applications. In the homeland security area our electro-optic
products and systems include surveillance systems, safe city projects, facility perimeter security products, electronic fences,
fiber optic intrusion detection systems and transportation protection systems.
Naval Systems. Our portfolio of systems and products for naval applications include unmanned surface vehicles,
naval EW systems, underwater acoustic systems, shipboard combat management systems, naval weapons stations, naval
communications systems, munitions for naval vessels and naval training systems.
Land Vehicle Systems. We upgrade and modernize tanks, other combat vehicles and artillery platforms, with
solutions covering the entire combat vehicle spectrum, from complete modernization, to system supply to maintenance depots
and life cycle support services. Our systems are operational on a full range of tracked and wheeled combat vehicles. In addition,
we supply training systems for tanks and fighting vehicles. Our portfolio of systems and products for land vehicles includes
fire control systems, electric gun and turret drive systems, laser warning and threat detection systems, survivability and
protection systems, manned and unmanned turrets, remote controlled weapon stations, combat vehicle C4I systems, targeting
systems, artillery gun and mortar systems, driver thermal vision systems, life support systems, auxiliary power units and
hydraulic systems.
Munitions. Our munitions portfolio includes a diverse range of advanced munitions for defense and homeland
security forces, including precision guided rockets, long-range precise air-to-ground missiles, high penetration bombs and an
array of high performance ammunition solutions for artillery, tanks and mortars. We also manufacture a full range of small
caliber ammunition for the defense, homeland security and law enforcement markets. In addition, we produce chaff and flame
products to protect aircraft against the threat of air-to-air and anti-aircraft heat-seeking missiles.
C4I and Cyber Systems. Our portfolio of C4I and cyber systems includes a range of C4I and cyber intelligence
systems providing networked combat solutions catering to all types of military combatants as well as to intelligence agencies,
homeland security forces, law enforcement agencies and first responders. We provide a range of C4I battle management
systems, soldier mounted systems and radio and communications systems utilizing our cloud-based open architecture platform,
interoperable with a variety of applications and connecting all elements on the network. Our portfolio of systems and products
in the C4ISR area includes digital army “system of systems” for net-centric connectivity throughout a multi-domain battlefield,
battle management systems, observation and ground reconnaissance systems, ruggedized computing for platforms and soldiers,
software design kits for mapping capabilities, ground smart display units, military IT systems, autonomous solutions and
tactical battle company training systems. In the cyber intelligence area we supply a comprehensive suite of solutions providing
real-time and actionable intelligence to the operational field. Our communications portfolio includes secured HF, VHF and
UHF radio and communication systems and products, software defined radios, integrated radio communication systems,
satellite-on-the-move solutions and data link solutions. In the homeland security area, we supply integrated land and coastal
border C4I surveillance systems, broadband communication systems, cyber intelligence solutions, border control systems, safe
and smart city solutions, emergency and first responders communications systems and homeland security and emergency
response training and simulation systems.
EW and SIGINT Systems. Our portfolio in the EW and SIGINT areas includes protection, intelligence and
communications solutions for a range of military applications. We offer EW self-protection suites, including radio frequency,
radar warning receivers and laser warning systems, for all airborne platform types. We also offer IR-based missile warning
systems for advanced combat aircraft as well as for other fixed-wing and rotary-wing platforms and electronic support measures
solutions for threat identification. We also provide SIGINT systems for tactical and strategic intelligence gathering including
ELINT and electronic countermeasures for naval, ground and airborne applications, COMINT and communication jamming
systems, counter improvised explosive devices jamming systems for ground forces and cyber protection capabilities. We also
supply radar solutions. In addition, we produce counter-drone systems, and we develop command and control systems and
simulators for anti-ballistic missiles.
Other Commercial Activities. In addition to the activities described under “Commercial Aviation Systems and
Aerostructures” above, we also engage in a range of technologies for commercial applications and activities, typically through
wholly or partially-owned subsidiaries focusing on a particular product or technology areas. Examples of such areas are
commercial cyber training systems and medical instrumentation.
17
Property, Plant and Equipment
Facilities Owned or Leased by the Company
Owned
Leased
(1)
(2)
(3)
Israel(1)
U.S.(2)
Other Countries(3)
2,770,000 square feet
581,000 square feet
1,093,000 square feet
6,561,000 square feet
1,145,000 square feet
591,000 square feet
Includes offices, development and engineering facilities, manufacturing facilities, maintenance facilities, hangar
facilities and landing strips in various locations in Israel.
Includes mainly offices, development and engineering facilities, manufacturing facilities and maintenance
facilities of Elbit Systems of America, primarily in Texas, New Hampshire, Florida, Alabama and Virginia. The
facilities in New Hampshire and Alabama are located on owned land totaling approximately 109 acres. In
addition, there is a 942,344 square feet ground lease. Universal Avionics Systems Corporation's facilities are
located in Arizona, Washington, Georgia and Kansas, of which 166,000 square feet are owned and 83,000 are
leased.
Includes offices, design and engineering facilities and manufacturing facilities in Europe, Latin America and Asia-
Pacific.
Recent Investment in Facilities. Over the last two years the average annual net investment in our facilities,
including land and buildings, equipment, machinery and vehicles, amounted to approximately $135 million. We believe that
our current facilities are adequate for our operations as now conducted.
Governmental Regulation
Government Contracting Regulations. We operate under laws, regulations, administrative rules and other legal
requirements governing defense and other government contracts, mainly in Israel and the United States. Some of these legal
requirements carry major penalty provisions for non-compliance, including disqualification from participating in future
contracts. In addition, our participation in governmental procurement processes in Israel, the United States and other countries
is subject to specific regulations governing the conduct of the process of procuring defense and homeland security contracts,
including increasing requirements in the area of cyber production, information assurance and supply chain assurance.
Israeli Export Regulations. Israel’s defense export policy regulates the sale of a number of our systems and
products. Current Israeli policy encourages exports to approved customers of defense systems and products such as ours, as
long as the export is consistent with Israeli government policy. Subject to certain exemptions, a license is required to initiate
marketing activities. We also must receive a specific export license for defense related hardware, software and technology
exported from Israel. Israeli law also regulates export of “dual use” items (items that are typically sold in the commercial
market but that also may be used in the defense market). In 2020, more than 50% of our revenue was derived from exports
subject to Israeli export regulations.
U.S. and Other Export Regulations. Elbit Systems of America’s export of defense and dual use products, as well
as military technical data and technical services to Israel and other countries is subject to applicable approvals of the U.S.
government under the U.S. International Traffic in Arms Regulations (ITAR) and the U.S. Export Administration Regulations
(EAR). Such approvals are typically in the form of an export license, and for defense technology or services in the form of a
technical assistance agreement (TAA). Other U.S. companies wishing to export defense products or military related services
and technology to our Israeli and other non-U.S. entities are also required to obtain such export licenses and TAAs. Such
approvals apply to U.S. origin data required by our non-U.S. entities to perform work for U.S. programs or to work with U.S.
contractors in third countries. Licenses are also required for Israeli nationals assigned to work in defense-related technical areas
at our U.S. affiliated companies. An application for an export license or a TAA requires disclosure of the intended sales of the
product and the use of the technology. Pursuant to export control reform initiatives in the U.S., a greater part of Elbit Systems
of America’s and our U.S. suppliers’ activities are becoming subject to control under the EAR. The U.S. government may deny
an export authorization if it determines that a transaction is counter to U.S. policy or national security. Other governments’
export regulations also affect our business from time to time, particularly with respect to end user restrictions of our suppliers’
governments.
18
Regulation of Israeli Defense Entities
The Israeli Defense Entities Law establishes conditions for the approval of an acquisition or transfer of "means of
control" of an entity that is determined to be an Israeli “defense entity” under the terms of the law. Designation as a defense
entity is to occur through an order to be issued jointly by the Israeli Prime Minister, Defense Minister and Economy Minister.
No such order for Elbit Systems has been issued as of the date of this annual report, but we were recently notified by the IMOD
that it has initiated a process under which it is intended that the Israeli government will finalize an order that would designate
Elbit Systems and most of our Israeli subsidiaries as defense entities under the law.
Orders to be issued under the Israeli Defense Entities Law may also establish other conditions and restrictions. It
is anticipated that in the case of a publicly traded company such as Elbit Systems, Israeli government approval will be required
for acquisition of a specific percentage of shares or voting rights that would constitute "means of control" under the law. Means
of control for this purpose could include, for example, the right to vote a specified percentage of shares at a shareholders’
meeting or to appoint a director. Orders relating to defense entities are also anticipated to, among other matters: (1) impose
restrictions on the ability of non-Israeli resident citizens to hold means of control or to be able to “substantially influence”
defense entities; (2) require that senior officers of defense entities have appropriate Israeli security clearances; (3) require that a
defense entity’s headquarters be in Israel; and (4) subject a defense entity’s entering into international joint ventures and
transferring certain technology to the approval of the IMOD. As a condition to our acquisition of IMI Systems Ltd. (IMI) in
2018, the Israel government issued an order that requires Israeli government approval in the event of a sale of a controlling
interest in IMI.
Under separate regulations, Elbit Systems and our major Israeli subsidiaries have been designated as “defense
companies” by the Defense Minister with respect to Israeli law governing various other aspects of defense security
arrangements.
Approval of U.S. and Other Defense Acquisitions. Many countries in addition to Israel require governmental
approval of acquisitions of local defense companies or assets by foreign entities. Mergers and acquisitions of defense related
and other potentially sensitive businesses in the U.S. are subject to the Foreign Investment Risk Review Modernization Act of
2018 (FIRRMA). Under FIRRMA, our acquisitions of defense related and other potentially sensitive businesses in the U.S.
require review, and in some cases approval, by the Committee on Foreign Investment in the United States (CFIUS).
“Buy American” Laws. The U.S. “Buy American” laws impose price differentials or prohibitions on procurement
of products purchased under U.S. government programs. The price differentials or prohibitions apply to products that are not
made in the United States or that do not contain U.S. components making up at least 55% of the total cost of all components in
the product. However, a Memorandum of Agreement between the United States and Israeli governments waives the Buy
American laws for specified products, including most of the products currently sold in the United States by Elbit Systems and
our Israeli subsidiaries.
Foreign Military Financing (FMF). Elbit Systems of America participates in United States FMF programs.
These programs require countries, including Israel, receiving military aid from the United States to use the funds to purchase
products containing mainly U.S. origin components. In most cases, subcontracting under FMF contracts to non-U.S. entities is
not permitted. As a consequence, Elbit Systems of America generally either performs FMF contracts itself or subcontracts with
U.S. suppliers. The U.S. government may authorize the IMOD to utilize a portion of the FMF budget under the United States
Subcontracting Procurement (USSP) channel. In such cases, companies such as Elbit Systems or our Israeli subsidiaries, who
are acting as the Israeli prime contractor to the IMOD under the NIS funded portion of an IMOD program, are authorized to
negotiate and enter into a subcontract directly with a U.S. supplier. However, payment of the funds under a USSP channel
subcontract is administered by the IMOD Purchasing Mission to the U.S. Elbit Systems of America also participates in U.S.
Foreign Military Sales (FMS) programs.
Procurement Regulations. Solicitations for procurements by governmental purchasing agencies in Israel, the
United States and other countries are governed by laws, regulations and procedures such as those relating to procurement
integrity, including avoiding conflicts of interest and corruption, and meeting information assurance and cyber-security
requirements. Such regulations also include provisions relating to the avoidance of human trafficking and counterfeit parts in
the supply chain.
19
Anti-Bribery/Corruption Regulations. We conduct operations in a number of markets that are considered high
risk from an anti-bribery/anti-corruption compliance perspective. Laws and regulations such as the Israel Penal Code, the
Organization for Economic Cooperation and Development Convention on Combating Bribery of Foreign Public Officials in
International Business Transactions, the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act and corresponding legislation
in other countries, prohibit providing personal benefits or bribes to government officials in connection with the governmental
procurement process. Israeli defense exporters, such as Elbit Systems, are required to maintain an anti-bribery/corruption
compliance program.
Munitions Regulations. Sales of certain types of munitions we produce are subject to various domestic laws and
international conventions.
Data Privacy Regulations. Certain data relating to our employees, customers and supply chain that we receive and
maintain is subject to data privacy regulations, including those of the European General Data Privacy Regulation and
corresponding Israeli legislation.
Audit Regulations. The IMOD audits our books and records relating to its contracts with us. Our books and
records and other aspects of projects related to U.S. defense contracts are subject to audit by U.S. government audit agencies.
Such audits review compliance with government contracting cost accounting and other applicable standards. If discrepancies
are found this could result in a downward adjustment of the applicable contract’s price as well as potential penalties. Some
other customers have similar rights under specific regulations or contract provisions.
Antitrust Laws. Antitrust laws and regulations in Israel, the United States and other countries often require
governmental approvals for transactions that are considered to limit competition. Such transactions may include the formation
of joint venture entities, cooperative agreements for specific programs or areas, as well as mergers and acquisitions.
Civil Aviation Regulations. Several of the products sold by Company entities for commercial aviation
applications are subject to flight safety and airworthiness standards of the U.S. Federal Aviation Administration (FAA) and
similar civil aviation authorities in Israel, Europe and other countries.
Food and Drug Administration Regulations. Medical products designed and manufactured by Elbit Systems of
America’s Medical Instruments – KMC Systems business unit are subject to U.S. Food and Drug Administration (FDA)
regulations.
Environmental, Health and Safety Regulations. We are subject to a variety of environmental, health and safety
laws and regulations in the jurisdictions in which we have operations. This includes regulations relating to air, water and
ground contamination, hazardous waste disposal and other areas with a potential environmental, health or safety impact.
During 2020 and the beginning of 2021, our operations were also subject to national, state and local regulations relating to
protecting against the COVID-19 pandemic.
Buy-Back
As part of their standard contractual requirements for defense programs, several of our customers include “buy-
back” or “offset” provisions. These provisions are typically obligations to make, or to facilitate third parties to make, various
specified transactions in the customer’s country, such as procurement of defense and commercial products, investment in the
local economy and transfer of know-how. For further information about buy-back obligations, see Item 5. Operating and
Financial Review and Prospects – Off-Balance Sheet Transactions.
20
Financing Terms
Types of Financing. There are several types of financing terms applicable to our contracts. In some cases, we
receive progress payments related to our progress in performing the contract. Sometimes we receive advances from the
customer at the beginning, or during the course, of the project, and sometimes we also receive milestone payments for
achievement of specific milestones. In some programs we extend credit to the customer, sometimes based on receipt of
guarantees or other security. In other situations work is performed before receipt of the payment, which means that we finance
all or part of the project’s costs for various periods of time. Financing arrangements may extend beyond the term of the
contract’s performance. In some cases, third parties, such as banks, have certain types of recourse to us in the event of a default
in payment by our customers under their obligations to the financing banks. When we believe it is necessary, we seek to protect
all or part of our financial exposure by letters of credit, insurance or other measures, although in some cases such measures may
not be readily available.
Advance Payment Guarantees. In some cases where we receive advances prior to incurring contract costs or
making deliveries, the customer may require guarantees against advances paid. These guarantees are issued either by financial
institutions or by us. We have received substantial advances from customers under some of our contracts. In certain
circumstances, such as if a contract is canceled for default and there has been an advance or progress payment, we may be
required to return payments to the customer as provided in the specific guarantee. As part of the guarantees we provide to
receive progress payments or advance payments, some of our customers require us to transfer to them title in inventory acquired
with such payments. See Item 5. Operating and Financial Review and Prospects – General – Long-Term Arrangements and
Commitments – Bank and Other Financial Institution Guarantees.
Performance Guarantees. A number of projects require us to provide performance guarantees in an amount equal
to a percentage of the contract price. In certain cases we also provide guarantees related to the performance of buy-back
obligations. Some of our contracts contain clauses that impose penalties or reduce the amount payable to us if there is a delay or
failure in performing in accordance with the contract or the completion of a phase of work, including in some cases during the
warranty period. These types of guarantees may remain in effect for a period of time after completion of deliveries under the
contract. Such guarantees are customary in defense transactions, and we provide them in the normal course of our business. See
Item 5. Operating and Financial Review and Prospects – General – Long-Term Arrangements and Commitments – Bank and
Other Financial Institution Guarantees.
Private Finance Initiatives (PFI). Some of our projects operate under PFI or similar financing arrangements
where we provide long-term financing arrangements or facilities, with the repayment generally made based on the project’s
cash flow. PFI projects can be structured in several ways. PFI projects may require us to pledge project-related equity, provide
guarantees and enter into relatively complex financial and other agreements. Such financing is usually medium or long-term
and may be raised either through banks or institutional lenders and carries various financial risks, covenants and exposures. In
addition, PFI projects may require us to draw upon our equity base and borrowing capacities and may significantly affect our
liquidity and increase our financial leverage. In recent years we have been involved in several PFI-type projects in Israel and
Europe, as well as private-public-partnership financing projects, and we expect to continue to participate in such projects.
Intellectual Property
Patents, Trademarks and Trade Secrets. We own hundreds of active patent families including patents and
applications registered or filed in Israel, the United States, the European Patent Office and other countries. We also hold dozens
of living trademark families relating to specific products. A significant part of our intellectual property assets relates to unique
applications of advanced software-based technologies. Some of these applications are protected by patents and others are
considered as our trade secrets and proprietary information. We take a number of measures to safeguard our intellectual
property against infringement as well as to avoid infringement of other parties’ intellectual property. For risks related to our
intellectual property see Item 3. Key Information – Risk Factors – Risks Related to Legal and Regulatory Requirements.
21
Governmental Customers’ Rights in Data. The IMOD usually retains specific rights to technologies and
inventions resulting from our performance under contracts for end use by the IMOD or the Israel Defense Forces. This
generally includes the right to disclose the information to third parties, including other defense contractors that may be our
competitors. When the IMOD funds research and development, it usually acquires rights in the data developed under such
funding. We often may retain a non-exclusive license for such inventions. The Israeli government usually is entitled to receive
royalties on export sales in relation to sales resulting from government financed development. However, if only the product is
purchased without development effort, we normally retain the principal rights to the technology. Sales of our products to the
U.S. government and some other customers are subject to similar conditions. Subject to applicable law, regulations and
contract requirements, we attempt to maintain our intellectual property rights and provide customers with the right to use the
technology only for the specific project under contract.
Licensing. There are relatively few cases where we manufacture under license. Such licenses typically apply to
the use of technologies that are the result of collaboration with academic institutions or where we are manufacturing another
company’s product in accordance with that company’s specifications. In such cases, the licensor typically is entitled to royalties
or other types of compensation. In some cases where we have acquired business lines we obtain a royalty free license to use the
applicable technology for specified applications. We also obtain licenses to use software tools in our engineering and
development activities and utilize open source software licenses in projects where such use is appropriate. Occasionally, we
license parts of our intellectual property to customers as part of the requirements of a particular contract. We also sometimes
license technology to other companies for specific purposes or markets, such as the right to manufacture certain components of
our products or the right to use certain of our intellectual property relating to operation and adaptation of our training and
simulation systems.
Research and Development
We invest in research and development (R&D) according to a long-term plan based on estimated market needs.
Our R&D efforts focus on anticipating operational needs of our customers, achieving reduced time to market and increasing
affordability. We emphasize improving existing systems and products and developing new ones using emerging or existing
technologies, including an increasing use of open source software.
Our R&D projects relate to defense, homeland security and commercial applications. We perform R&D projects
to produce new systems for the IMOD and other customers. These projects give us the opportunity to develop and test emerging
technologies. We develop tools for fast prototyping for both the design and development process. Fast prototyping permits the
operational team members to effectively specify requirements and to automatically transfer them into software code. We also
are engaged in long-term investments in science and technology infrastructure and building blocks, often in collaboration with
academic bodies. We employ thousands of software, hardware and systems engineers. In addition, most of our program and
business line managers have engineering backgrounds. More than 50% of our total workforce is engaged in technology-related
functions, including research, development and engineering.
Our companies in Israel have collectively been awarded the Israel Defense Prize 30 times, recognizing
extraordinary contributions to defense technological innovations.
Our customers, the Israel Innovation Authority in the Ministry of Economy and Industry (formerly Office of Chief
Scientist) and other R&D granting authorities sometimes participate in our R&D funding for our Israeli-based companies.
Some of our subsidiaries outside of Israel receive funding of certain of their R&D activities from their respective governments
or customers. We also invest our own funds in research and development activities. This investment is in accordance with our
strategy and plan of operations. The table below shows amounts we invested in R&D activities for the years ended December
31, 2018, 2019 and 2020.
2018
2019
(U.S. dollars in millions)
2020
Total Investment
Less Participation*
Net Investment
$
$
317.7 $
(30.3)
368.7 $
(36.9)
428.2
(68.5)
287.4 $
331.8 $
359.7
*
See above “Governmental Customers' Rights in Data” and see below – “Conditions in Israel – Israel Innovation
Authority and Investment Center Funding.”
22
Manufacturing
We manufacture and assemble our systems and products at our operational facilities in Israel, the U.S., Europe,
Brazil and Australia and at the facilities of certain of our subsidiaries in other countries. These facilities contain warehouses,
electronic manufacturing areas, mechanical workshops, final assembly and test stations with test equipment. We also have
supporting infrastructure including fully automated surface mount technology lines and clean rooms for electro-optic
components, solid state components integration, environmental testing and final testing, including space simulation and thermal
chambers. We also have computerized logistics systems for managing manufacturing and material supply. We are in process of
integrating a new manufacturing execution systems across our manufacturing plants, to enhance optimization, controlled
decision making and Industrial Internet Of Things implementation. A number of our manufacturing activities are provided on a
shared services basis by several of our in-house centers of excellence.
As part of our global environmental, health and safety (EHS) management, we conduct environmentally friendly
manufacturing activities and ongoing measurements to reduce electricity, water and fuel consumption. We invest in
technological solutions in our manufacturing processes that support environmental protection, such as the type of energy
utilization and choice of components and materials. Utilizing extensive monitoring activities during the Covid-19 pandemic,
we were able to maintain manufacturing continuity, keeping employees safe while following governmental regulations.
We also manufacture and assemble composite materials, metal parts and machinery. One of our Israeli
subsidiaries has a high technology semiconductor manufacturing facility where it performs electronic integration and assembly
of thermal imaging detectors and laser diodes. We also manufacture and repair test equipment.
We manufacture commercial avionics and aircraft components, as well as perform maintenance, repair and
overhaul at our U.S. FAA registered facilities in the U.S., Europe and Israel. We also manufacture medical equipment at U.S.
FDA registered facilities in the U.S.
Seasonality
Although revenues may sometimes increase towards the end of a fiscal year, no material portion of the Company’s
business is considered to be seasonal. The timing of revenue recognition is based on several factors. See Item 5. Operating and
Financial Review and Prospects – General – Critical Accounting Policies and Estimates – Revenue Recognition.
Supply Chain
We conduct supply chain activities that consist of procurement, logistics and planning at most of our operational
facilities. We use a “hybrid” operating model that combines global commodities categories management with business line and
subsidiary supply chain management. This model facilitates levering economies of scale, develops centers of excellence and
reduces supply chain risks. We generally are not dependent on single sources of supply. We manage our inventory according to
project requirements. In some projects, specific subcontractors are designated by the customer. Raw materials used by us are
generally available from a range of suppliers internationally, and the prices of such materials are generally not subject to
significant volatility. We monitor the on-time delivery and the quality of our supply chain and encourage them to continuously
improve their performance. We also require our supply chain to adhere to our Supplier Code of Conduct and to comply with a
range of procurement compliance standards, including those relating to the avoidance of human trafficking, counterfeit parts
and conflict minerals.
Customer Satisfaction and Quality Assurance
We invest in continuous improvement of processes, with emphasis on prevention of deficiencies, to achieve
customer satisfaction throughout all stages of our operations. This includes development, design, integration, manufacturing
and services for software and hardware, for the range of our systems and products. Our quality teams are involved in assuring
compliance with processes and administrating quality plans. These activities begin at the pre-contract stage and continue
through the customer’s acceptance of the product or services.
We also use project management methods such as Kaizen and Lean and are enhancing and expanding such
processes on an ongoing basis. Our processes are based on a cutting edge tool case and CAD-CAM tools. This infrastructure,
together with well defined development methodology, application life cycle management tools as well as various management
methods and applications, assists us in providing high quality and on-time implementation of projects. We are in the process of
implementing a new ERP system, with a goal of consolidating uniform best practices for quality and operations across the
organization. We also maintain applicable certifications for our information technology systems.
23
All Israeli operational sites are certified for one or more of the following: ISO-9001, ISO-90003 for software,
AS9100 (certified for revision D and compliant to AQAP requirements), AS9115 for software, ISO-14001, ISO-45001, FAA
Part 145 and European Aviation Safety Agency (EASA) Part 145 for maintaining civil products and Part 21 G for production of
civil products. Most of our operational sites in Israel are also certified for ISO-27001 (Information Security Management
System) and for ISO-27032 and ISO-27035 for cyber security. Representatives of our customers generally test our products
before acceptance. A number of our customers have authorized us to conduct acceptance testing of our products on their behalf.
Quality certifications applicable to defense products of Elbit Systems of America’s operating units include
certifications for CMMI Level 3 of the SEI, ISO-9001, AS9100 (certified for revision D) and compliance with NATO AQAP
requirements. In the area of commercial aviation Elbit Systems of America’s operating units hold EASA certification as well as
a variety of FAA certifications including FAA Part 21 approval and FAA Part 145 approved repair stations. In the medical
equipment area, Elbit Systems of America is certified for ISO-13485:2016, is registered with the FDA as a GMP manufacturer
and is FDA compliant with Quality Systems Regulations 21 CFR Parts 820, 803 and 806.
Service and Warranty
We instruct our customers on the proper maintenance of our systems and products. In addition, we often offer
training and provide equipment to assist our customers in performing their own maintenance. When required, support may be
provided by a local support team or by specialists sent from our facilities. We also provide performance based logistics services
and operation of flight school fleets.
We generally offer a one or two-year warranty for our systems and products following delivery to, or installation
by, the customer. In some cases we offer longer warranty periods. We accrue for warranty obligations specifically determined
for each project based on our experience and engineering estimates. These accruals are intended to cover post-delivery
functionality and operating issues for which we are responsible under the applicable contract.
Marketing and Sales
We actively take the initiative in identifying the individual needs of our customers throughout the world. We then
focus our research and development activities on systems designed to provide tailored solutions to those needs. We often
provide demonstrations of prototypes and existing systems to potential customers.
We market our systems and products either as a prime contractor or as a subcontractor to various governments and
companies worldwide. In Israel, we sell our military systems and products mainly to the IMOD. A number of marketing related
support services are provided on a central shared services basis to various units in the Company. Marketing our systems,
products and services in other parts of the world is supported by subsidiaries, joint ventures and representatives.
In the U.S., generally Elbit Systems of America leads our sales and marketing activities from its facilities
throughout the U.S. Elbit Systems of America operates under a Special Security Agreement that allows it and its subsidiaries to
work on certain classified U.S. government programs. See above “Subsidiary Organizational Structure – Elbit Systems of
America.” Our subsidiaries in other countries typically lead the marketing activities in their home countries, often assisted by
marketing and business development personnel based in Israel.
Over the past several years, we have entered into cooperation agreements with defense contractors, platform
manufacturers and other companies in Israel, the United States, Europe, Latin America, Asia-Pacific and certain other markets.
These agreements provide for joint participation in marketing and performance of a range of projects around the world. In other
situations, we actively pursue business opportunities as either a prime contractor or a subcontractor, usually together with local
companies. Often we enter into cooperation agreements with other companies for such opportunities.
Competition
We operate in a competitive environment for most of our projects, systems and products. Competition is based on
product and program performance, price, reputation, reliability, life cycle costs, overall value to the customer, responsiveness to
customer requirements and the ability to respond to rapid changes in technology. In addition, our competitive position
sometimes is affected by specific requirements in particular markets.
24
Continuing consolidation in the defense industry has affected competition. In addition, many major prime
contractors are increasing their in-house capabilities. These factors have decreased the number but increased the relative size
and resources of our competitors. We adapt to market conditions by adjusting our business strategy to changing market
conditions.
Competitors in the sale of some of our products to the government of Israel include Israel Aerospace Industries
and Rafael Advanced Defense Systems among others. From time to time we also cooperate with some of our competitors on
specific projects. Outside of Israel, we compete in a number of areas with major international defense and homeland security
contractors principally from the United States, Europe and Israel. Our main competitors include divisions and subsidiaries of
Boeing, Lockheed Martin, Northrop Grumman, Raytheon, General Dynamics, BAE Systems, L-3 / Harris, Thales, Airbus,
Leonardo, Saab, Textron, Teledyne Technologies, AeroVironment, Rohde & Schwarz, Rheinmetall, Kongsberg, Safran,
Hensoldt, CMC, CAE, Aselsan, Bharat Electronics, Cubic and Verint. Many of these competitors have greater financial,
marketing and other resources than ours. We also compete in the worldwide defense and homeland security markets with
numerous smaller companies. In certain cases we also engage in strategic cooperative activities with some of our competitors.
Overall, we believe we are able to compete on the basis of our systems development and technological expertise,
our systems’ operationally-proven performance and our policy of offering customers overall solutions to technological,
operational and financial needs.
Major Customers
Sometimes, our revenues from an individual customer account for more than 10% of our revenues in a specific
year. Our only such customers during the last three years were the IMOD, which accounted for 13% in 2018, 15% in 2019 and
21% in 2020, and the U.S. government, which accounted for 17% in 2018, 18% in 2019 and 22% in 2020.
Environmental, Social and Governance (ESG) Practices
Policy. We place importance on ESG practices, including environmental, health and safety (EHS); corporate
governance, ethics and anti-corruption; fair labor practices and human rights; supply chain compliance; and social responsibility
to the communities in which we live and work. This is consistent with our policy of emphasizing responsible and ethical
business practices. Our ESG policies are overseen by our board of directors (Board) and managed by our senior management.
We establish multi-year ESG-related goals. Our ESG activities support our involvement as active members in leading
sustainability and ethics organizations. We publish a bi-annual ESG - Sustainability Report, available on our website:
www.elbitsystems.com, detailing our ESG-related activities, including our progress towards achieving ESG-related goals.
Environmental, Health and Safety Compliance. As part of our overall ESG policy, we are committed to leading
environmental, health and safety standards in all aspects of our operations. This includes all regulatory requirements as well as
compliance with ISO-14001 and ISO-45001 standards. We also conduct a number of measures on an ongoing basis to promote
environmentally friendly operational practices, including measures to reduce electrical, fuel, water and paper consumption, to
increase recycling and to incorporate environmental protection measures in our manufacturing processes (see "Manufacturing"
above). We utilize a global EHS management system and internal audits and surveys to address risk analysis, regulatory
compliance and policy updates. In 2020, we participated for the first time in the Carbon Disclosure Project and published for
the first time a EHS report summarizing key elements of our EHS compliance activities. There are no material environmental
issues that affect the Company’s use of our facilities.
Corporate Governance, Ethics and Anti-Corruption. We conduct our business activities and develop Company
policies based on a firm commitment to ethical practices and corporate governance best practices. Our Board complies with
leading corporate governance practices as set forth in Board committee charters published on our website. We also promote
gender diversity among our Board members. In addition to our Code of Business Conduct and Ethics (Ethics Code) (see Item
16.B) and compliance with applicable laws and regulations, we have an active Company-wide ethics compliance program,
incorporating a range of policies and procedures. This includes the anti-bribery/corruption area where we have a policy of zero
tolerance for corruption. Our anti-bribery/corruption compliance program also includes a number of elements such as
whistleblower and investigation processes, contractual requirements, due diligence, ongoing organization-wide as well as
function-focused training, record keeping and enforcement. We also expect our supply chain and buy-back / offset transactions
to follow ethical practices. (See "Supply Chain Compliance" below.) Our Ethics Code, Whistleblower and Investigations
Procedure, Anti-Bribery and Corruption Compliance Policy, Procedure on Anti-Bribery and Corruption Due Diligence,
Business Entertainment and Gifts Policy and Supplier Code of Conduct are published on our website. We are active in a
number of international organizations relating to ethics and compliance.
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Fair Labor Practices and Human Rights. Our ESG policy addresses fairness and transparency in our workforce
and we promote and implement fair labor practices and employees' human rights throughout our organization. We respect data
privacy relating to our employees. We act to prevent sexual harassment and workplace bullying. We also implement non-
discriminatory hiring and promotion practices and actively pursue gender diversity in our workforce. In addition, we promote
transparency with our employees regarding our labor and management practices, including a number of measures adopted to
protect our workforce during the Covid-19 pandemic.
Supply Chain Compliance. Our policy is to follow leading ESG practices in relation to our supply chain. Our
suppliers are required to commit to our Supplier Code of Conduct, which is published on our website, that addresses supply
chain compliance issues such as fair labor practices, combating human trafficking, ethics and anti-corruption, avoidance of
conflicts of interests, non-use of conflict minerals, cyber security and prevention of counterfeit parts. Our Supplier Code of
Conduct also provides a whistleblower mechanism for current and potential members of our supply chain. Our buy-back /
offset activities also are conducted in accordance with our supply chain compliance policies and procedures.
Community-Related Activities. Our ESG policy encourages the voluntary efforts of our Company entities and
employees who donate their time and efforts in the support of members of our communities who are in need. In this regard, we
give priority to initiatives that promote educational advancement in less developed communities, particularly in the technology
sectors. We also focus on initiatives that encourage greater numbers of women to engage in engineering-related careers. We
promote numerous other community support activities, including involvement on a national level in major charitable
organizations in Israel and the U.S. We adapted a number of activities in order to continue community support during the
Covid-19 pandemic.
Conditions in Israel
Trade Agreements. Israel is a member of the United Nations, the International Monetary Fund, the International
Bank for Reconstruction and Development and the International Finance Corporation. Israel also is a party to the General
Agreement on Tariffs and Trade, which provides for reciprocal lowering of trade barriers among its members. In addition,
Israel has been granted preferences under the Generalized System of Preferences from several countries. These preferences
allow Israel to export products covered by such programs either duty-free or at reduced tariffs.
Israel Innovation Authority and Investment Center Funding. The government of Israel, through the Israel
Innovation Authority (IIA) in the Ministry of Economy (formerly the Office of the Chief Scientist) and the Israel Investment
Center (the Investment Center), encourages research and development projects oriented towards export products and
participates in the funding of such projects as well as company investments in manufacturing infrastructures. Our Israeli
companies receive IIA funding through various channels such as transfer of knowledge from an academic institution for a
product, bi-lateral product development and innovative product development. Our companies participating in such
development of products usually pay the Israeli government a royalty at various rates and such funding is typically subject to a
number of conditions. See Item 5. Operating and Financial Review and Prospects – Long-Term Arrangements and
Commitments – Government Funding of Development. Separate Israeli government consent is required to transfer to third
parties technologies developed through projects in which the government participates in the funding of the development effort.
The Investment Center promotes Israeli export products and increased industrialization of peripheral areas through investment
in industrial infrastructure. The Investment Center either provides grants for qualified projects or provides tax benefits for
qualified industrial investments by Israeli companies.
Israeli Labor Laws. Our employees in Israel are subject to Israeli labor laws. Some employees are also affected
by some provisions of collective bargaining agreements between the Histadrut – General Federation of Labor in Israel and the
Coordination Bureau of Economic Organizations, which includes the Industrialists’ Association. These labor laws and
collective bargaining provisions mainly concern the length of the work day, minimum daily wages for professional workers,
insurance for work-related accidents, procedures for dismissing certain employees, determination of severance pay,
employment of “manpower” employees and other conditions of employment.
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Severance Pay. Under Israeli law, our Israeli companies are required to make severance payments to terminated
Israeli employees, other than in some cases of termination for cause. The severance reserve is calculated based on the
employee’s last salary and period of employment. A portion of the severance pay and pension obligation is covered by payment
of premiums to insurance companies under approved plans and to pension funds. The deposits presented in the balance sheet
include profits accumulated to the balance sheet date. The amounts deposited may be withdrawn only after fulfillment of the
obligations under the Israeli laws relating to severance pay. However, Elbit Systems and our Israeli subsidiaries have entered
into agreements with some of our employees implementing Section 14 of the Severance Payment Law, which agreements relate
to the treatment of severance pay. See Item 18. Financial Statements – Note 2R.
National Insurance Institute. Israeli employees and employers are required to pay predetermined sums to the
National Insurance Institute, which is similar to the U.S. Social Security Administration. These amounts also include payments
for national health insurance. As of December 31, 2020, the payments to the National Insurance Institute were equal to
approximately 19.6% of wages, subject to a cap if an employee’s monthly wages exceed a specified amount. The employee
contributes approximately 61.2%, and the employer contributes approximately 38.8%.
Enforcement of Judgments
Israeli courts may enforce U.S. and other foreign jurisdiction final executory judgments for liquidated amounts in
civil matters, obtained after due process before a court of competent jurisdiction. This enforcement is made according to the
private international law rules currently applicable in Israel, which recognize and enforce similar Israeli judgments, provided
that:
•
•
•
•
•
adequate service of process has been made and the defendant has had a reasonable opportunity to be heard;
the judgment and its enforcement are not contrary to the law, public policy, security or sovereignty of the
State of Israel;
the judgment was not obtained by fraud and does not conflict with any other valid judgment in the same
matter between the same parties;
an action between the same parties in the same matter is not pending in any Israeli court at the time the
lawsuit is instituted in the foreign court; and
the judgment is no longer subject to a right of appeal.
Foreign judgments enforced by Israeli courts generally will be payable in Israeli currency. The usual practice in
Israel in an action to recover an amount in a non-Israeli currency is for the Israeli court to provide for payment of the equivalent
amount in Israeli currency at the exchange rate in effect on the judgment date. Under existing Israeli law, a foreign judgment
payable in foreign currency may be paid in Israeli currency at the foreign currency’s exchange rate on the payment date or in
foreign currency. Until collection, an Israeli court judgment stated in Israeli currency will ordinarily be linked to the Israeli
Consumer Price Index (CPI) plus interest at the annual rate (set by Israeli regulations) in effect at that time. Judgment creditors
must bear the risk of unfavorable exchange rates.
Item 4A.
Unresolved Staff Comments.
None.
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Item 5.
Operating and Financial Review and Prospects.
The following discussion and analysis should be read together with our audited consolidated financial
statements and notes appearing in Item 18 below.
General
Critical Accounting Policies and Estimates
Our significant accounting policies are described in Item 18. Financial Statements – Note 2.
Our results of operations and financial condition are based on our consolidated financial statements, which
are presented in conformity with United States generally accepted accounting principles (U.S. GAAP). The preparation of
the consolidated financial statements requires management to select accounting policies, and to make estimates,
assumptions and judgments that involve the accounting policies described below that affect the amounts reported in the
consolidated financial statements. Significant changes in assumptions and/or conditions and changes in our critical
accounting policies could materially impact our operating results and financial condition.
We believe our most critical accounting policies relate to:
•
•
•
•
•
•
•
Revenue Recognition;
Business Combinations;
Impairment of Long-Lived Assets and Goodwill;
Useful Lives of Long-Lived Assets;
Income Taxes;
Stock-Based Compensation Expense; and
Post-employment Benefits Liabilities.
Revenue Recognition
We generate revenues primarily from fixed-price long-term contracts involving the design, development,
manufacture and integration of defense systems and products. In addition, to a lesser extent, we provide non-defense
systems and products as well as support and services for our systems and products.
Revenues from our contracts are principally recognized using the Financial Accounting Standards Board
(FASB), Accounting Standards Codification (ASC) 606. We assess contractual arrangements at inception according to the
five-step model of ASC 606.
We recognize revenues for each of the identified performance obligations when our customer obtains control
of the products or services. The assessment of when the customer obtains control involves significant judgments,
including, inter-alia, whether there is an alternative use for a product, the contract terms, assessment of the enforceable
rights for payments, and technical or contractual constraints. As a practical expedient we may occasionally account for
group of performance obligations or contracts collectively, as opposed to individually by using the "portfolio approach" or
the "series of distinct goods and services" method. Under the "portfolio approach" practical expedient, the Company may
combine individual performance obligations, if the goods or services of the individual performance obligations have
similar characteristics and the Company reasonably expects that the effect on the financial statements of applying this
guidance would not defer materially from applying the guidance to the individual contracts or performance obligations
within that portfolio. In addition, as a practical expedient, the Company does not assess the existence of a significant
financing component when the difference between payment and transfer of control is less than one year.
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For most of our long-term contracts, where our performance does not create an asset with an alternative use,
we recognize revenue over time as we perform because of continuous transfer of control to the customer. This continuous
transfer of control to the customer is supported by clauses in the contract that typically allow the customer control in the
work-in-process as evidenced either by contractual termination clauses or by our rights to payment for work performed to
date plus a reasonable profit for products or services that do not have an alternative use to the Company.
For these performance obligations that are satisfied over time, we generally recognize revenue using an input
method with revenue amounts being recognized proportionately as costs are incurred relative to the total expected costs to
satisfy the performance obligation.
Revenue for performance obligations that are not recognized over time are recognized at the point in time
when control transfers to the customer (which is generally when the customer can direct the use of and obtain
substantially all of the remaining benefits from the products, generally when the customer obtains control after delivery).
Service revenues include contracts primarily for the provision of supplies and services other than those
associated with activities related to the design, development or manufacturing or delivery of products. It may be a
standalone service contracts or a service performance obligation, which is distinct from the design, development or
products delivery contract. Our service contracts include contracts in which the customer simultaneously receives and
consumes the benefits provided as the contract is performed. Our service contracts primarily include operation-type
contracts, outsourcing-type arrangements, “stand ready” type maintenance contracts, training and similar activities.
Revenues from service contracts or performance obligations were less than 10% of total revenues in each of the fiscal
years 2020, 2019 and 2018. For additional information see Item 18. Financial Statements - Note 2T.
Business Combinations
In accordance with ASC 805, “Business Combinations”, we allocate the purchase price (including estimated
fair value of contingent consideration at the date of acquisition) of acquired businesses and companies to the tangible and
intangible assets acquired and liabilities assumed, as well as to in-process research & development (IPR&D) and non-
controlling interest, based on their estimated fair values. Determining such values requires management to make
significant estimates and assumptions, especially with respect to intangible assets. See Item 18. Financial Statements -
Note 2E for additional information.
We usually engage third-party appraisal firms to assist management in determining the fair values of certain
assets acquired and liabilities assumed. Determining the fair values of certain assets acquired and liabilities assumed
requires judgment and often involves the use of significant estimates and assumptions, mainly with respect to intangible
assets. Management makes estimates of fair value based upon market participants’ assumptions believed to be reasonable.
These estimates are based on historical experience and information obtained from the management of the acquired
companies, and although such estimates are deemed to be consistent with market participants’ highest and best use of the
assets in the principal or most advantageous market, they are inherently uncertain. While there are a number of different
methods for estimating the value of intangible assets acquired, the primary method used is the discounted cash flow
approach. Some of the more significant estimates and assumptions inherent in the discounted cash flow approach include
projected future cash flows, including their timing, a discount rate reflecting the risk inherent in the future cash flows and
a terminal growth rate. We also estimate the expected useful lives of the intangible assets, which requires judgment and
can impact our results of operations. Unanticipated events and circumstances may occur that may affect the accuracy or
validity of such assumptions, estimates or actual results.
To the extent intangible assets are assigned longer useful lives, there may be less amortization expense
recorded in a given period. Because we operate in industries which are extremely competitive, the value of our intangible
assets and their respective useful lives are exposed to future adverse changes, which can result in an impairment charge to
our results of operations.
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Impairment of Long-Lived Assets and Goodwill
Our long-lived assets, including identifiable property, plant and equipment and intangible assets, are
reviewed for impairment in accordance with ASC 360-10-35, “Property, Plant and Equipment Subsequent Measurement”,
whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future
undiscounted cash flows expected to be generated by the asset. If an asset is determined to be impaired, the impairment to
be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. Fair value of
non-financial assets is determined based on market participant assumptions. During the year ended December 31, 2018,
we recognized an impairment of approximately $5.5 million, and during the years ended December 31, 2019 and
December 31, 2020, no material impairment of long-lived assets was identified. See Item 18. Financial Statements - Notes
1D and 2P for additional information.
Goodwill represents the excess of the cost of acquired businesses over the fair values of the assets acquired
net of liabilities assumed. Goodwill is not amortized, but is instead tested for impairment at least annually (or more
frequently if impairment indicators arise).
We review goodwill for impairment on an annual basis and whenever events or changes in circumstances
indicate that the carrying value of goodwill may not be recoverable. Such events or circumstances could include
significant changes in the business climate of our industry, operating performance indicators, competition or sale or
disposal of a portion of a reporting unit. The assessment is performed at the reporting unit level. Our annual testing date
for all reporting units is December 31.
Performing the goodwill impairment test requires judgment, including how we define reporting units and
determine their fair value. We consider a component of our business to be a reporting unit if it constitutes a business for
which discrete financial information is available and management regularly reviews the operating results of that
component. We estimate the fair value of each reporting unit using a discounted cash flow methodology that requires
significant judgment. Forecasts of future cash flows are based on our best estimate of future sales and operating costs,
based primarily on existing backlog, expected future contracts, contracts with suppliers, labor agreements and general
market conditions. We prepare cash flow projections for each reporting unit using a five-year forecast of cash flows and a
terminal value based on the Perpetuity Growth Model. The five-year forecast and related assumptions are derived from
the most recent annual financial forecast for which the planning process commenced in our fourth quarter. The discount
rate applied to our forecasts of future cash flows is based on our estimated weighted average cost of capital and includes
factors such as the risk-free rate of return and the return an outside investor would expect to earn based on the overall
level of inherent risk. The determination of expected returns includes consideration of the beta (a measure of risk) of
traded securities of comparable companies. Changes in these estimates and assumptions could materially affect the
determination of fair value and/or goodwill impairment for each reporting unit.
We evaluate goodwill for impairment by comparing the estimated fair value of a reporting unit to its
carrying value, including goodwill. If the carrying value exceeds the estimated fair value, we measure impairment by
comparing the derived fair value of goodwill to its carrying value, and any impairment determined is recorded in the
current period. For each of the three years ended December 31, 2020, no material impairment of goodwill was identified.
See Item 18. Financial Statements - Note 2Q for additional information.
In 2020, 2019 and 2018, we wrote off impairment of approximately $4.4 million, $3.7 million and $17.5
million, respectively, as a result of revaluation of investments in affiliated companies. See Item 18. Financial Statements -
Notes 2J and 6 for additional information.
Useful Lives of Long-Lived Assets
Identifiable intangible assets and property, plant and equipment are amortized over their estimated useful
lives. Determining the useful lives of such assets involves the use of estimates and judgments. In determining the useful
lives we take into account various factors such as the expected use of the assets, effects of obsolescence, including
technological developments, competition, demand and changes in business, acquisitions and other economic factors. If we
experience changes and the useful lives of such assets increase or decrease, it will affect our results of operations. See
above “Impairment of Long-Lived Assets and Goodwill” for further discussion of the effects of changes in useful lives.
30
Income Taxes
We record income taxes using the asset and liability approach, whereby deferred tax assets and liability
account balances are determined based on differences between financial reporting and tax bases of assets and liabilities
and of operating losses and credit carry-forwards, and are measured using the enacted tax rates and laws that will be in
effect when the differences are expected to reverse. We record a valuation allowance, if necessary, to reduce deferred tax
assets to amounts that are more likely than not to be realized. We have considered future taxable income on a jurisdiction
by jurisdiction basis and used prudent and feasible tax planning strategies and other available evidence in determining the
need for a valuation allowance. In the event we were to determine that we would be able to realize these deferred income
tax assets in the future, we would adjust the valuation allowance, which would reduce the provision for income taxes.
We establish reserves for tax-related uncertainties based on estimates of whether, and the extent to which,
additional taxes will be due. These reserves are established when we believe that certain positions might be challenged
despite our belief that our tax return positions are in accordance with applicable tax laws. As part of the determination of
our tax liability, management exercises considerable judgment in evaluating tax positions taken by us in determining the
income tax provision and establishes reserves for tax contingencies in accordance with ASC 740 “Income
Taxes” guidelines. We adjust these reserves in light of changing facts and circumstances, such as the closing of a tax
audit, new tax legislation or the change of an estimate based on new information. To the extent that the final tax outcome
of these matters is different from the amounts recorded, such differences will affect the provision for income taxes in the
period in which such determination is made. During 2018, 2019 and 2020, certain of our subsidiaries settled certain
income tax matters pertaining to multiple years in Israel and Europe. Elbit Systems and certain of our Israeli subsidiaries
are currently undergoing tax audits by the Israeli Tax Authority. The provision for income taxes includes the effect of
reserve provisions and changes to reserves that are considered appropriate, as well as the related interest and penalties.
Management’s judgment is required in determining our provision for income taxes in each of the jurisdictions
in which we operate. The provision for income tax is calculated based on our assumptions as to our entitlement to various
benefits under the applicable tax laws in the jurisdictions in which we operate. The entitlement to such benefits depends
upon our compliance with the terms and conditions set out in these laws. Although we believe that our estimates are
reasonable and that we have considered future taxable income and ongoing prudent and feasible tax strategies in
estimating our tax outcome, there is no assurance that the final tax outcomes will not be different than those which are
reflected in our historical income tax provisions and accruals. Such differences could have a material effect on our income
tax provision, net income and cash balances in the period in which such determination is made. See Item 18. Financial
Statements - Notes 2W and 18.
Stock-Based Compensation Expense
We account for equity-based compensation in accordance with ASC 718 “Compensation - Stock
Compensation” (ASC 718), which requires the measurement and recognition of compensation expense for all share-based
payment awards made to our employees and directors, including employee stock options, cash-based awards linked to the
share price and our Phantom Bonus Retention Plan, based on estimated fair values. See Item 18. Financial Statements -
Notes 2Z and 22.
Post-employment Benefits Liabilities
We have several post-employment benefit plans. The plans are funded partly by deposits with insurance
companies, financial institutions or funds managed by a trustee. The plans are classified as defined contribution plans and
as defined benefit plans.
Some of the Company's subsidiaries' employees, mainly in Israel and in the U.S. (some of whom have
already left the Company), have defined benefit pension plans for their retirement, which are controlled by the Company.
Generally, according to the terms of the plans, as stated, the employees are entitled to receive pension payments based on,
among other things, their number of years of service (in certain cases up to 70% of their last base salary) or computed, in
certain cases, based on a fixed salary. Some employees of a subsidiary in Israel are entitled to early retirement if they meet
certain conditions, including age and seniority at the time of retirement.
We recognize on a plan-by-plan basis the net funded status of our post retirement benefit plans under U.S.
GAAP as either an asset or a liability on our consolidated balance sheets. The funded status represents the difference
between the fair value of each plan’s assets and the benefit obligation of the plan. The benefit obligation represents the
present value of the estimated future benefits we currently expect to pay to plan participants based on past service.
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The plan assets and benefit obligations are measured at the end of each year or more frequently, upon the
occurrence of certain events such as a significant plan amendment, settlement or curtailment. The amounts we record are
measured using actuarial valuations (based on independent actuarial advice) which are dependent upon key assumptions
such as: discount rates, the expected long-term rate of return on plan assets (determined by considering the expected
return available on assets underlying the current investment policy), participant longevity, employee turnover, inflation
rates, future payroll increases and the health care cost trend rates for our retiree medical plans. The assumptions we make
affect both the calculation of the benefit obligations as of the measurement date and the calculation of net periodic benefit
cost in subsequent periods. When reassessing these assumptions, we consider past and current market conditions and
make judgments about future market trends. We also consider factors such as the timing and amounts of expected
contributions to the plans and benefit payments to plan participants. Any changes in these assumptions will impact (either
increases or decreases) the carrying amount of our post-employment benefit obligations and plan assets. See Item 18.
Financial Statements - Notes 2S and 17.
Governmental Policies
Governmental policies and regulations applicable to defense contractors, such as cost accounting and audit,
export control, procurement solicitation and anti-bribery rules and regulations, could have a material impact on our
operations. See Item 3. Risk Factors – Risks Related to Legal and Regulatory Requirements and Item 4. Information on
the Company – Governmental Regulation. According to Section 404 of the U.S. Sarbanes-Oxley Act of 2002, we are
required to include in our annual report on Form 20-F an assessment, as of the end of the fiscal year, of the effectiveness
of our internal controls over financial reporting. See Item 15. Controls and Procedures – Management’s Annual Report on
Internal Control Over Financial Reporting.
Recent Accounting Pronouncements
See Item 18. Financial Statements – Note 2AF.
Long-Term Arrangements and Commitments
Government Funding of Development. Elbit Systems and certain Israeli subsidiaries partially finance our
research and development expenditures under programs sponsored by the Israel Innovation Authority (IIA) in the Ministry
of Economy (formerly the Office of the Chief Scientist) for the support of research and development activities conducted
in Israel. At the time the funds are received, successful development of the funded projects is not assured. In exchange for
the funds, Elbit Systems and the subsidiaries pay 2% – 5% of total sales of the products developed under these programs.
The obligation to pay these royalties is contingent on actual future sales of the products. Elbit Systems and some of our
subsidiaries may also be obligated to pay certain amounts to the IMOD and others on certain sales including sales
resulting from the development of some of the technologies developed with such respective entity’s funds. See Item 4.
Information on the Company – Conditions in Israel – Israel Innovation Authority and Investment Center Funding and
Item 18. Financial Statements - Note 2V.
Lease Commitments. The future minimum lease commitments of the Company under various non-
cancelable operating lease agreements for property, motor vehicles and office equipment, excluding imputed interest, as of
December 31, 2020 were as follows: $78.3 million for 2021, $67.0 million for 2022, $55.4 million for 2023, $42.2
million for 2024, $40.3 million for 2025 and $291.9 million for 2026 and thereafter. See Item 18. Financial Statement
Note 9.
Bank Covenants. In connection with bank credits and loans, including performance guarantees issued by
banks and bank guarantees in order to secure certain advances from customers, Elbit Systems and certain subsidiaries are
obligated to meet certain financial covenants. See below “Liquidity and Capital Resources – Financial Resources”. Such
covenants include requirements for shareholders’ equity, current ratio, operating profit margin, tangible net worth,
EBITDA, interest coverage ratio and total leverage. See Item 18. Financial Statements – Note 21E. As of December 31,
2019 and 2020, the Company met all financial covenants.
Bank and Other Financial Institution Guarantees. As of December 31, 2020 and 2019, guarantees in the
aggregate amount of approximately $2,471 million and $1,983 million, respectively, were issued by banks and other
financial institutions on behalf of several Company entities primarily in order to secure certain advances from customers
and performance bonds.
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Purchase Commitments. As of December 31, 2020 and 2019, we had purchase commitments of
approximately $2,626 million and $2,248 million, respectively. These purchase orders and subcontracts are typically in
standard formats proposed by us. These subcontracts and purchase orders also reflect provisions from the applicable prime
contract that apply to subcontractors and vendors. The terms typically included in these purchase orders and subcontracts
are consistent with Uniform Commercial Code provisions in the United States for sales of goods, as well as with specific
terms requested by our customers in international contracts. These terms include our right to terminate the purchase order
or subcontract in the event of the vendor’s or subcontractor’s default, as well as our right to terminate the order or
subcontract for our convenience (or if our prime contractor has so terminated the prime contract). Such purchase orders
and subcontracts typically are not subject to variable price provisions.
Acquisitions During 2020
See Item 4. Information on the Company – Mergers, Acquisitions and Divestitures.
Backlog of Orders
Our backlog includes firm commitments received from customers for systems, products, services and
projects that have yet to be delivered or completed, as applicable. Our policy is to include orders in our backlog only when
specific conditions are met. Examples of these conditions may include, among others, receipt of a binding letter of
commitment or contract, program funding, advances, letters of credit, guarantees and/or other commitments from
customers. As a result, from time to time we could have unrecorded orders not included in our reported backlog.
We reduce backlog when revenues for a specific contract are recognized, such as when delivery or acceptance
occurs or when contract milestones or engineering progress under long-term contracts are recognized as achieved, or
when revenues are recognized based on costs incurred. In the unusual event of a contract cancellation, we reduce our
backlog accordingly. The method of backlog recognition used may differ depending on the particular contract. Orders in
currencies other than U.S. dollars are translated periodically into U.S. dollars and recorded accordingly.
Our backlog of orders as of December 31, 2020 was $11,024 million, of which 65% was for orders outside
Israel. Our backlog of orders as of December 31, 2019 was $10,029 million, of which 61% was for orders outside Israel.
Approximately 61% our backlog as of December 31, 2020 is scheduled to be performed during 2021 and 2022. The
majority of the 35% balance is scheduled to be performed in 2023 and 2024. Backlog information and any comparison of
backlog as of different dates may not necessarily represent an indication of future sales.
Trends
Trends in the defense and homeland security areas in which we operate have been impacted by the nature of
recent conflicts and terrorism activities throughout the world, increasing the focus of defense forces on low intensity
conflicts, homeland security and cyber warfare. There has also been a trend of many armed forces to focus more on
airborne, naval and intelligence forces and less on traditional ground forces activities, and there is an increasing demand
for products and systems that incorporate artificial intelligence, Big Data analytics, automation, robotics and information
assurance. There also is a continuing demand in the areas of airborne systems, C4ISR and unmanned vehicles.
Notwithstanding the Covid-19 pandemic, many governments are maintaining or increasing their budgets in defense and
homeland security, including an increasing focus on protection of territorial waters and in the area of cyber-defense. Our
customers are also increasing requirements to their supply chains in the area of cyber protection and information
assurance. We believe that our core technologies and abilities will enable us to take advantage of many of these emerging
trends. The Covid-19 pandemic did, however, result in a slow-down in commercial aviation markets, resulting in our
incurring approximately $60 million in non-cash expenses in the third quarter of 2020 relating to our commercial aviation
activities.
The continuing trend of consolidation in the defense, homeland security and commercial aviation industries
has affected competition. This consolidation has decreased the number but increased the relative size and resources of our
competitors. There is also an increasing trend of many of our defense customers to require that part of the work be done
by local companies in the customer's country, through buy-back / offset or other arrangements. We adapt to evolving
market conditions by adjusting our business strategy. We believe in our ability to compete on the basis of our systems
development, technological expertise, operationally-proven performance and policy of offering customers overall
solutions to technological, operational and financial needs and at the same time enhancing the industrial capabilities in
certain of our customers’ countries.
33
Our future success is dependent on our ability to meet our customers’ expectations and anticipate emerging
customer needs. We must continue to successfully perform on existing programs, as past performance is an important
selection criterion for new competitive awards. We also must anticipate customer needs so as to be able to develop
working prototypes in advance of program solicitations and to meet customer's cyber protection requirements. This
requires us to anticipate future technological and operational trends in our marketplace and efficiently engage in relevant
research and development efforts.
Summary of Operating Results
The following table sets forth our consolidated statements of operations for each of the three years ended
December 31, 2020.
Year ended December 31,
(in thousands of U.S. dollars except per share data)
2020
2019
2018
$
%
$
%
$
$ 4,662,572
3,497,465
1,165,107
100.0
$ 4,508,400
100.0
$ 3,683,684
75.0
25.0
3,371,933
1,136,467
74.8
25.2
2,707,505
976,179
%
100.0
73.5
26.5
428,198
(68,453)
359,745
290,703
223,935
(34,963)
839,420
325,687
(71,270)
7,408
261,825
(36,443)
225,382
12,604
$ 237,986
(328)
9.2
(1.5)
7.7
6.2
4.8
(0.7)
18.0
7.0
(1.5)
0.2
5.6
(0.8)
4.8
0.3
7.4
—
368,652
(36,895)
331,757
301,400
214,749
(33,049)
814,857
321,610
(69,072)
(6,243)
246,295
(19,414)
226,881
1,774
$ 228,655
(798)
8.2
(0.8)
7.4
6.7
4.8
(0.7)
18.1
7.1
(1.5)
(0.1)
5.5
(0.4)
5.0
—
6.6
—
317,690
(30,338)
287,352
281,014
160,348
(45,367)
683,347
292,832
(44,061)
(11,449)
237,322
(26,445)
210,877
(2,222)
$ 208,655
8.6
(0.8)
7.8
7.6
4.4
(1.2)
18.6
7.9
(1.2)
(0.3)
6.4
(0.7)
5.7
(0.1)
5.7
(1,917)
(0.1)
$ 237,658
5.1
$ 227,857
5.1
$ 206,738
5.6
Revenues
Cost of revenues
Gross profit
Research and development (R&D)
expenses
Less – participation
R&D expenses, net
Marketing and selling expenses
General and administrative expenses
Other operating income, net
Operating income
Financial expenses, net
Other expenses, net
Income before taxes on income
Taxes on income
Equity in net earnings of affiliated
companies and partnerships
Net income
Less – net income attributable to non-
controlling interests
Net income attributable to the
Company’s shareholders
Diluted net earnings per share:
$
5.38
$
5.20
$
4.83
34
2020 Compared to 2019
Revenues
Our sales are primarily to governmental entities and prime contractors under government defense and
homeland security programs. Accordingly, the level of our revenues is subject to governmental budgetary constraints.
The following table sets forth our revenue distribution by areas of operation:
Airborne systems
C4ISR systems
Land systems
Electro-optic systems
Other (mainly non-defense engineering and production services)
Total
Year ended December 31,
2020
$ millions
1,650.4
1,145.7
1,258.9
475.9
131.7
%
35.4
24.6
27.0
10.2
2.8
2019
$ millions
1,617.2
1,161.5
1,228.3
374.4
127.0
%
35.9
25.8
27.2
8.3
2.8
4,662.6
100.0
4,508.4
100.0
Our consolidated revenues in 2020 were $4,662.6 million, as compared to $4,508.4 million in 2019.
The majority of our revenues came from the airborne systems and land systems areas of operation. The
growth in the electro-optics systems area of operation was mainly due to the revenues of the night vision products of a
U.S. subsidiary acquired during 2019 that operates as Elbit Night Vision (ENV).
The following table sets forth our distribution of revenues by geographical regions:
Israel
North America
Europe
Asia-Pacific
Latin America
Other
Total
Year ended December 31,
2020
$ millions
1,106.3
1,500.6
819.0
961.8
140.1
134.8
4,662.6
%
23.7
32.2
17.6
20.6
3.0
2.9
100.0
2019
$ millions
1,064.8
1,260.5
853.7
1,029.6
158.1
141.7
4,508.4
%
23.7
28.0
18.9
22.8
3.5
3.1
100.0
The increase in North America was mainly a result of higher sales of airborne systems and revenues of ENV.
The increase in Israel was mainly a result of revenues of IMI. The decrease in Asia-Pacific was mainly a result of lower
sales of radios and airborne systems.
35
Cost of Revenues and Gross Profit
Cost of revenues in 2020 was $3,497.5 million (75.0% of revenues), as compared to $3,371.9 million
(74.8% of revenues) in 2019.
Our major components of cost of revenues are (i) wages and related benefits costs, (ii) subcontractors and
material consumed and (iii) manufacturing and other expenses. The amounts and percentages of those components in
2020 and 2019 were as follows:
Wages and related benefits costs in 2020 constituted 39% of cost of revenues, the same percentage as in
2019. The total cost of wages and related benefits in 2020 was approximately $1,379 million, as compared to $1,302
million in 2019. The increase in wages and related benefit costs was mainly a result of exchange rate changes during
2020 in the value of the NIS relative to the U.S. dollar, as well as the increased workforce as a result of the addition of
employees in subsidiaries acquired in 2019.
Subcontractors and material consumed costs in 2020 constituted approximately 50% of cost of revenues, the
same percentage as in 2019. The total amount of subcontractors and material consumed costs in 2020 was approximately
$1,751 million, as compared to approximately $1,711 million in 2019.
Manufacturing and other expenses in 2020 constituted 8% of cost of revenues, the same percentage as in
2019. The total cost of manufacturing and other expenses in 2020 was approximately $268 million, as compared to
approximately $267 million in 2019.
In 2020, our cost of revenues included an increase in inventories of approximately $15 million in work-in-
progress and finished goods inventories, as compared to a decrease of approximately $2 million in work-in-progress and
finished goods inventories in 2019.
Cost of revenues in 2020 included non-cash expenses of approximately $60 million related to impairment of
assets and inventory write-offs due to the impact of COVID-19 on our commercial aviation business.
Changes from 2019 to 2020 in our cost of revenues and cost of revenues components (except the expenses of
$60 million related to COVID-19 in 2020 and the expenses of $55 million related to the acquisition of ENV in 2019),
were not material. We did not identify any developing trends in cost of revenues that we believe are likely to have a
material impact on our future operations other than the continued changes in the NIS against the U.S. dollar, which could
have an impact mainly on our labor costs.
Gross profit for the year ended December 31, 2020 was $1,165.1 million (25.0% of revenues), as compared
to $1,136.5 million (25.2% of revenues) in the year ended December 31, 2019.
Research and Development (R&D) Expenses
We continually invest in R&D in order to maintain and further advance our technologies, in accordance with
our long-term plans, based on our estimate of future market needs. Our R&D costs, net of participation grants, include
costs incurred for independent research and development and bid and proposal efforts and are expensed as incurred.
Gross R&D expenses in 2020 totaled $428.2 million (9.2% of revenues), as compared to $368.7 million
(8.2% of revenues) in 2019.
Net R&D expenses (after deduction of third party participation) in 2020 totaled $359.7 million (7.7% of
revenues), as compared to $331.8 million (7.4% of revenues) in 2019.
Marketing and Selling Expenses
We are active in developing new markets and pursue at any given time various business opportunities
according to our plans.
Marketing and selling expenses in 2020 were $290.7 million (6.2% of revenues), as compared to $301.4
million (6.7% of revenues) in 2019.
36
General and Administration (G&A) Expenses
G&A expenses in 2020 were $223.9 million (4.8% of revenues), as compared to $214.7 million (4.8% of
revenues) in 2019.
Other Operating Income, Net
Other operating income, net for the year ended December 31, 2020 amounted to $35.0 million, as compared
to $33.0 million in 2019. Other operating income in 2020 and 2019 resulted from capital gains related to sale and lease
back of buildings by subsidiaries in Israel and in the U.S.
Operating Income
Our operating income in 2020 was $325.7 million (7.0% of revenues), as compared to $321.6 million (7.1%
of revenues) in 2019.
Financial Expense, Net
Net financing expenses in 2020 were $71.3 million, as compared to $69.1 million in 2019. Financial
expenses, net in 2020 and 2019 included exchange rate differences of approximately $21.9 million and $23.1 million,
respectively, related to the recognition of lease liabilities denominated in foreign currencies (mainly in NIS).
Other Income (Expenses), Net
Other income, net was $7.4 million in 2020, as compared to other expenses of $6.2 million in 2019. Other
income in 2020 was a result of revaluation and capital gain related to the sale of shares in a subsidiary in Israel net of
expenses related to non-service cost of pension plans. Other expenses in 2019 were mainly due to the non-service cost
components of pension plans.
Taxes on Income
Our effective tax rate represents a weighted average of the tax rates to which our various entities are subject.
Taxes on income in 2020 were $36.4 million (effective tax rate of 13.92 %), as compared to $19.4 million
(effective tax rate of 7.88 %) in 2019. The effective tax rates in 2020 and 2019 were also affected by prior years
adjustments of $7.2 million and $20.7 million, respectively. The adjustments were mainly related to tax settlements. The
change in the effective tax rate was also affected by the mix of the tax rates in the various jurisdictions in which the
Company’s entities generate taxable income and other income that is not part of taxable income mainly related to non-
cash items such as impairment of assets. We continued to enjoy a lower effective Israeli tax rate, the benefits of an
“Approved and Privileged Enterprise” and other tax benefits, which resulted in savings of $25.6 million and $22.1
million, respectively, in 2020 and 2019, significantly influencing our effective tax rates.
Company’s Share in Earnings (Losses) of Affiliated Entities
The entities, in which we hold 50% or less in shares or voting rights (affiliates) and are therefore not
consolidated in our financial statements, operate in complementary areas to our core business activities, including electro-
optics and airborne systems.
In 2020, we had income of $12.6 million (0.3% of revenues) from our share in earnings of affiliates, as
compared to $1.8 million (0.1% of revenues) in 2019.
37
Net Income Attributable to Non-Controlling Interests
Net income attributable to non-controlling interests in 2020 was $0.3 million, as compared to $0.8 million in
2019.
Net Income and Earnings Per Share (EPS)
As a result of the above, net income in 2020 was $237.7 million (5.1% of revenues), as compared to net
income of $227.9 million (5.1% of revenues) in 2019. The diluted EPS was $5.38 in 2020, as compared to $5.20 in 2019.
The numbers of shares used for computation of diluted EPS in the years ended December 31, 2020 and
2019 were 44,215,000 and 43,848,000 shares, respectively.
2019 Compared to 2018
Revenues
The following table sets forth our revenue distribution by areas of operation:
Airborne systems
C4ISR systems
Land systems
Electro-optic systems
Other (mainly non-defense engineering and production services)
Year ended December 31,
2019
2018
$ millions
%
$ millions
1,617.2
1,161.5
1,228.3
374.4
127.0
35.9
25.8
27.2
8.3
2.8
1,470.1
1,130.1
649.1
333.9
100.5
%
39.9
30.7
17.6
9.1
2.7
Total
4,508.4
100.0
3,683.7
100.0
Our consolidated revenues in 2019 were $4,508.4 million, as compared to $3,683.7 million in 2018.
The leading contributors to our revenues were the airborne systems and land systems areas of operation. The
increase in revenues in the airborne systems area of operation was primarily due to increased sales of commercial avionics
equipment in the U.S. of a subsidiary that was acquired in the second quarter of 2018. Additionally, there was an increase
of sales in the U.S. of military avionic equipment for airborne platforms. Revenues from land systems increased primarily
due to an increase in sales of land electronic warfare systems and armored vehicle systems in Europe and the revenues of
IMI, which was acquired in November 2018.
The following table sets forth our distribution of revenues by geographical regions:
Israel
North America
Europe
Asia-Pacific
Latin America
Other
Total
Year ended December 31,
2019
$ millions
1,064.8
1,260.5
853.7
1,029.6
158.1
141.8
4,508.5
%
23.6
28.0
18.9
22.8
3.5
3.2
100.0
2018
$ millions
740.2
979.2
737.1
791.8
192.4
243.0
3,683.7
%
20.1
26.6
20.0
21.5
5.2
6.6
100.0
38
The increase in North America was mainly a result of higher sales of airborne systems and revenues of
commercial avionics and programs for military airborne platforms. The increase in Israel was mainly a result of revenues
of IMI. The increase in Asia-Pacific was mainly a result of higher sales of remote weapon systems, radios and artillery
systems.
Cost of Revenues and Gross Profit
Cost of revenues in 2019 was $3,371.9 million (74.8% of revenues), as compared to $2,707.5 million
(73.5% of revenues) in 2018.
Our major components of cost of revenues are (i) wages and related benefits costs, (ii) subcontractors and
material consumed and (iii) manufacturing and other expenses. The amounts and percentages of those components in
2019 and 2018 were as follows:
Wages and related benefits costs in 2019 constituted 38% of cost of revenues, as compared to 40% of cost of
revenues in 2018. The total cost of wages and related benefits in 2019 was approximately $1,302 million, as compared to
$1,110 million in 2018. The increase in wages and related benefit costs was mainly a result of exchange rate changes
during 2019 in the value of the NIS relative to the U.S. dollar as a result of hedging transactions that we had in 2018 with
respect to lower exchange rates, as well as the increased workforce as a result of the addition of employees in subsidiaries
acquired in 2018 and 2019.
Subcontractors and material consumed costs in 2019 constituted 50% of cost of revenues, as compared to
47% in 2018. The total amount of subcontractors and material consumed costs in 2019 was approximately $1,711.3
million, as compared to approximately $1,299.3 million in 2018. The increase in subcontractors and material consumed
was mainly a result of the increase in revenues, as well as the cost of subcontractors and materials in subsidiaries acquired
in 2018 and 2019.
Manufacturing and other expenses in 2019 constituted 8% of cost of revenues, as compared to 10% in 2018.
The total cost of manufacturing and other expenses in 2019 was approximately $267 million, as compared to
approximately $263 million in 2018.
In 2019, our cost of revenues included a decrease in inventories of approximately $2 million in work-in-
progress and finished goods inventories, as compared to an increase of approximately $30 million in work-in-progress and
finished goods inventories in 2018.
Changes from 2018 to 2019 in our cost of revenues and cost of revenues components (except the expenses
related to the acquisitions in the amount of $55.0 million and $66.6 million in 2019 and 2018, respectively), were not
material. We did not identify any developing trends in cost of revenues that we believe are likely to have a material impact
on our future operations other than the continued changes in the NIS against the U.S. dollar, which could have an impact
mainly on our labor costs.
Gross profit for the year ended December 31, 2019 was $1,136.5 million (25.2% of revenues), as compared
to $976.2 million (26.5% of revenues) in the year ended December 31, 2018. The decline in 2019 gross profit relating to
2018 was due to a less favorable sales mix and a lower gross profit in IMI.
Research and Development (R&D) Expenses
Gross R&D expenses in 2019 totaled $368.7 million (8.2% of revenues), as compared to $317.7 million
(8.6% of revenues) in 2018.
Net R&D expenses (after deduction of third party participation) in 2019 totaled $331.8 million (7.4% of
revenues), as compared to $287.4 million (7.8% of revenues) in 2018.
39
Marketing and Selling Expenses
Marketing and selling expenses in 2019 were $301.4 million (6.7% of revenues), as compared to $281.0
million (7.6% of revenues) in 2018.
General and Administration (G&A) Expenses
G&A expenses in 2019 were $214.7 million (4.8% of revenues), as compared to $160.3 million (4.4% of
revenues) in 2018. The higher level of general and administration expenses in 2019 was mainly a result of consolidation
of expenses in subsidiaries that were acquired in 2018 and 2019, which was partly offset by income related to settlement
of litigation in the U.S.
Other Operating Income (Net)
Other operating income, net for the year ended December 31, 2019 amounted to $33.0 million, as compared
to $45.4 million in 2018. The amount in 2018 reflects net gains related to the valuation of shares in two of our Israeli
subsidiaries in the commercial cyber and medical instrumentation areas due to third party investments. The amount in
2019 reflects mainly a capital gain related to sale and lease back of buildings by a subsidiary in Israel.
Operating Income
Our operating income in 2019 was $321.6 million (7.1% of revenues), as compared to $292.8 million (7.9%
of revenues) in 2018. The lower level of operating income in 2019 was mainly due to the decrease in the gross profit as
well as the increase in G&A expenses related to subsidiaries acquired during 2018 and 2019.
Financial Expense (Net)
Net financing expenses in 2019 were $69.1 million, as compared to $44.1 million in 2018. Financial
expenses, net in 2019 included exchange rate differences of approximately $23.1 million related to the recognition of
lease liabilities denominated in foreign currencies (mainly in NIS) as a result of the adoption of ASC 842, Leases,
effective January 1, 2019.
Other Expenses (Net)
Other Expenses, net were $6.2 million in 2019 , as compared to $11.4 million in 2018. Other expenses in
2018 included impairment of investments in two of our affiliated Israeli companies. Other expenses in 2019 were mainly
due to the non-service cost components of pension plans, in accordance with ASU 2017-07.
Taxes on Income
Taxes on income in 2019 were $19.4 million (effective tax rate of 7.9%), as compared to $26.4 million
(effective tax rate of 11.1%) in 2018. The effective tax rates in 2019 and 2018 were also affected by prior years
adjustments of $20.7 million and $2.6 million, respectively. The adjustments were mainly related to tax settlements. The
change in the effective tax rate was also affected by the mix of the tax rates in the various jurisdictions in which the
Company’s entities generate taxable income and other income that is not part of taxable income mainly related to non-
cash items such as impairment of assets. We continued to enjoy a lower effective Israeli tax rate, the benefits of an
“Approved and Privileged Enterprise” and other tax benefits, which resulted in savings of $22.1 million and $17.1
million, respectively, in 2019 and 2018, significantly influencing our effective tax rates.
Company’s Share in Earnings (Losses) of Affiliated Entities
In 2019, we had income of $1.8 million (0.1% of revenues) from our share in earnings of affiliates, as
compared to loss of $2.2 million (0.1% of revenues) in 2018. The loss in 2018 was mainly a result of a $9.7 million re-
valuation of the fair value of an investment in an affiliated company.
40
Net Income Attributable to Non-Controlling Interests
Net income attributable to non-controlling interests in 2019 was $0.8 million, as compared to $1.9 million in
2018.
Net Income and Earning Per Share (EPS)
As a result of the above, net income in 2019 was $227.9 million (5.1% of revenues), as compared to net
income of $206.7 million (5.6% of revenues) in 2018. The diluted EPS was $5.20 in 2019, as compared to $4.83 in 2018.
The numbers of shares used for computation of diluted EPS in the years ended December 31, 2019 and
2018 were 43,848,000 and 42,789,000 shares, respectively.
2018 Compared to 2017
A discussion of our results of operations for 2018 compared to 2017 may be found on pages 38-41of our
annual report on Form 20-F filed March 19, 2019 on the EDGAR database of the U.S. Securities and Exchange
Commission.
Cash Flow
Our operating cash flow is affected by the cumulative cash flow generated from our various projects in the
reported periods. Project cash flows are affected by the timing of the receipt of advances and the collection of accounts
receivable from customers, as well as the timing of payments made by us in connection with the performance of the
project. The receipt of payments usually relates to specific events during the project, while expenses are ongoing. As a
result, our cash flow may vary from one period to another. Our policy is to invest our cash surplus mainly in interest
bearing deposits, in accordance with our projected needs.
In general, subsidiaries are able to transfer cash dividends, loans or advances to Elbit Systems and among
themselves, subject to corporate policy and tax considerations in their applicable jurisdiction and subject to management
commitment not to distribute tax exempt earnings. Such tax considerations have not had in the past, and are not
anticipated to have, a material impact on our ability to meet our obligations.
2020
Our net cash flow provided by operating activities in 2020 was approximately $279 million, resulting mainly
from an increase in advances received from customers of approximately $359 million, an increase of approximately $144
in trade and other receivables and an increase in non-cash operating items of $116 million, offset by an increase in short
and long-term trade receivables of approximately $508 million and an increase in inventories of approximately $70
million.
Net cash flow used in investing activities in 2020 was approximately $23 million, which was used mainly
for the purchase of property, plant and equipment in the amount of $132 million, offset by proceeds from the sale of an
investment of approximately $44 million and proceeds from the sale of fixed assets of $72 million.
Net cash flow used in financing activities in 2020 was approximately $198 million, which was provided
mainly by proceeds from new long-term loans of approximately $202 million and proceeds of short-term bank credit and
loans of approximately $104 million, offset by repayment of Series A Notes in the amount of $56 million, repayment of
long-term loans in the amount of $370 million and payment of dividends in the amount of $78 million.
2019
Our net cash flow used for operating activities in 2019 was approximately $53 million, resulting mainly
from an increase in short and long-term trade receivables of approximately $268 million, an increase in inventories of
approximately $56 million and a decrease of approximately $175 million in advances received from customers, offset by
an increase in non-cash operating items of $101 million and an increase in trade and other payables of approximately $116
million.
41
Net cash flow used in investing activities in 2019 was approximately $107 million, which was used mainly
for the purchase of property, plant and equipment in the amount of $138 million, acquisition of subsidiaries and business
operations in the amount of $357 million and investments in affiliated companies in the amount of $9 million, offset by
proceeds from premises evacuation grants of $345 million, proceeds from the sale of fixed assets of $37 million and
proceeds from the net sale of short-term deposits in the amount of $15 million.
Net cash flow provided by financing activities in 2019 was approximately $173 million, which was provided
mainly by proceeds from new long-term loans of approximately $350 million and issuance of shares in the amount of
$185 million, offset by repayment of Series A Notes in the amount of $56 million, repayment of long-term loans in the
amount of $243 million and payment of dividends in the amount of $63 million.
Financial Resources
The financial resources available to us include profits, collection of accounts receivable, advances from
customers and the government of Israel and other third parties’ programs such as the Israel Innovation Authority and
development grants. In addition, we have access to bank credit lines and financing in Israel and abroad based on our
capital, assets and activities.
Elbit Systems and some subsidiaries are obligated to meet various financial covenants set forth in our
respective loan and credit agreements. Such covenants include requirements for shareholders’ equity, current ratio,
operating profit margin, tangible net worth, EBITDA, interest coverage ratio and total leverage. As of December 31, 2020
and 2019, the Company met all financial covenants.
On December 31, 2020, we had total borrowings from banks and public institutions in the amount of $740
million in short and long-term loans. On December 31, 2020, we also had $2,471 million in guarantees issued on our
behalf by banks and other financial institutions, mainly in respect of advance payment and performance guarantees
provided in the regular course of business. On December 31, 2020, we had a cash balance amounting to $279 million. We
believe that we also have the ability to raise funds in the capital market and through expansion of our credit lines. On
September 29, 2020, we filed a shelf prospectus with the Israeli Security Authority and the TASE (the Shelf Prospectus).
The Shelf Prospectus is valid for a period of two years and provides a framework for us to raise funds from time to time in
Israel through the offering and sale of various debt and equity securities.
As of December 31, 2020, we had working capital of $651 million and a current ratio of 1.18.
We believe that our current cash balances, cash generated from operations, lines of credit and financing
arrangements will provide sufficient resources to meet our operational needs for at least the next fiscal year. However, our
ability to borrow funds from the banking system may be impacted by the global financial and liquidity situation. See Item
3. Risk Factors – Financial-Related Risks.
For further information on the level, maturity and terms of our borrowings, see Item 18. Financial
Statements – Notes 12, 15 and 16.
We believe our cash balance, amounts available under lines of credits, cash flows from operating activities
and our ability to access external capital resources should be sufficient to satisfy existing short-term and long-term
commitments and plans as well as provide adequate financial flexibility to take advantage of potential strategic business
opportunities should they arise within the next year.
Pensions and Other Post-Retirement Benefits. We account for pensions and other post-employment arrangements in
accordance with ASC 715 “Compensation – Retirement Benefits”. Accounting for pensions and other post-retirement
benefits involves judgment about uncertain events, including estimated retirement dates, salary levels at retirement,
mortality rates, rates of return on plan assets, determination of discount rates for measuring plan obligations, healthcare
cost trend rates and rates of utilization of healthcare services by retirees. These assumptions are based on the environment
in each country. For our pension and other post-retirement benefit assumptions at December 31, 2020 and 2019, see Item
18. Financial Statements – Note 17. At December 31, 2020, our employee benefit liabilities were $914 million, of which
we had severance funds of $294 million set aside to satisfy potential obligations.
42
Material Commitments for Capital Expenditures. We believe that we have adequate sources of funds to meet our
material commitments for capital expenditures for the fiscal year ending December 31, 2020 and the subsequent fiscal
year (see above “Financial Resources”). Our anticipated capital expenditures (which include mainly the purchase of
equipment, buildings and an enhancement to our ERP system) as of December 31, 2020 are somewhat higher than those
as of December 31, 2019, due to an anticipated increase in expenditures for buildings, ERP enhancements and certain
other expenses. We plan to pay for such anticipated capital expenditures using cash from operations. See also Item 18.
Financial Statements – Consolidated Statements of Cash Flows and Note 10.
Impact of Inflation and Exchange Rates
Functional Currency. Our reporting currency is the U.S. dollar, which is also the functional currency for most of our
consolidated operations. A majority of our sales are made outside of Israel in non-Israeli currency, mainly U.S. dollars, as
well as a majority of our purchases of materials and components. A significant portion of our expenses, mainly labor
costs, are in NIS. Some of our subsidiaries have functional currencies in Euro, GBP, Brazilian reals, Australian dollars
and other currencies. Transactions and balances originally denominated in U.S. dollars are presented in their original
amounts. Transactions and balances in currencies other than the U.S. dollar are remeasured in U.S. dollars according to
the principles set forth in ASC 830 “Foreign Currency Matters”. Exchange gains and losses arising from remeasurement
are reflected in financial expenses, net, in the consolidated statements of income.
Market Risks and Variable Interest Rates
Market risks relating to our operations result mainly from changes in interest rates and exchange rates. We
use derivative instruments to limit exposure to changes in exchange rates in certain cases. We also typically enter into
forward contracts in connection with transactions where long-term contracts have been signed and that are denominated in
currencies other than U.S. dollars or NIS. We also enter from time to time into forward contracts and other hedging
instruments related to NIS based on market conditions.
We use financial instruments and derivatives in order to limit our exposure to risks arising from changes in
exchange rates and to mitigate our exposure to effects of changes in foreign currency rates and interest rates. The use of
such instruments does not expose us to additional exchange rate risks since the derivatives are held against an asset (for
example, excess assets in Euros). Our policy in utilizing these financial instruments is to protect the dollar value of our
cash and cash equivalent assets rather than to serve as a source of income.
In the context of our overall treasury policy specific objectives apply to the management of financial risks.
These objectives are disclosed under the headings below “NIS/U.S. Dollar Exchange Rates”, “Inflation and Currency
Exchange Rates” and “Foreign Currency Derivatives and Hedging”.
On December 31, 2020, our liquid assets were comprised of bank deposits and short and long-term
investments. Our deposits and investments earn interest based on variable interest rates, and their value as of December
31, 2020 was therefore exposed to changes in interest rates. Should interest rates either increase or decrease, such change
may affect our results of operations due to changes in the cost of the liabilities and the return on the assets that are based
on variable rates.
NIS/U.S. Dollar Exchange Rates. We attempt to manage our financial activities in order to reduce material financial
losses in U.S. dollars resulting from the impact of inflation and exchange rate fluctuations on our non-U.S. dollar assets
and liabilities. Our income and expenses in NIS are translated into U.S. dollars at the prevailing exchange rates as of the
date of the transaction. Consequently, we are affected by changes in the NIS/U.S. dollar exchange rates. We entered into
other derivative instruments to limit our exposure to exchange rate fluctuations, related mainly to payroll expenses
incurred in NIS. See Item 11. Quantitative and Qualitative Disclosure of Market Risks. The amount of our exposure to the
changes in the NIS/U.S. dollar exchange rate may vary from time to time. See Item 3. Key Information – Risk Factors –
Financial-Related Risks.
43
Inflation and Currency Exchange Rates
The U.S. dollar cost of our operations in Israel is influenced by any increase in the rate of inflation in Israel
that is not fully offset by the devaluation of the NIS in relation to the U.S. dollar. Unless inflation in Israel is offset by a
devaluation of the NIS, such inflation may have a negative effect on the profitability of contracts where Elbit Systems or
any of our Israeli subsidiaries receives payment in U.S. dollars, NIS linked to U.S. dollars or other foreign currencies, but
incurs expenses in NIS linked to the CPI. Inflation in Israel and currency fluctuations may also have a negative effect on
the profitability of fixed-price contracts where we receive payments in NIS.
In the past, our profitability was negatively affected when inflation in Israel (measured by the change in the
CPI from the beginning to the end of the calendar year) exceeded the devaluation of the NIS against the U.S. dollar and at
the same time we experienced corresponding increases in the U.S. dollar cost of our operations in Israel. For example, in
2018, the inflation rate was approximately a positive 0.8% and the NIS depreciated against the U.S. dollar by
approximately 8.1%. In 2019, the inflation rate was approximately a positive 0.6%, and the NIS strengthened against the
U.S. dollar by approximately 7.8%. In 2020, the inflation rate was approximately a negative 0.7% and the NIS
strengthened against the U.S. dollar by approximately 7%. There can be no assurance that we will not be materially
adversely affected in the future if inflation in Israel exceeds the devaluation of the NIS against the U.S. dollar or if the
timing of such devaluation lags behind increases in inflation in Israel.
A devaluation of the NIS in relation to the U.S. dollar also has the effect of decreasing the dollar value of
any of our assets that consist of NIS or accounts receivable denominated in NIS, unless such assets or accounts receivable
are linked to the U.S. dollar. Such a devaluation also has the effect of reducing the U.S. dollar amount of any of our
liabilities that are payable in NIS, unless such payables are linked to the U.S. dollar. On the other hand, any increase in the
value of the NIS in relation to the U.S. dollar will have the effect of increasing the U.S. dollar value of any unlinked NIS
assets as well as the U.S. dollar amount of any unlinked NIS liabilities and expenses.
Foreign Currency, Derivatives and Hedging
While our functional currency is the U.S. dollar, we also have some non-U.S. dollar or non-U.S. dollar
linked exposure to currencies other than NIS. These are mainly non-U.S. dollar customer debts, payments to suppliers and
subcontractors as well as obligations in other currencies, assets or undertakings. Some subcontractors are paid in local
currency under prime contracts where we are paid in U.S. dollars. The exposure on these transactions has not been in
amounts that are material to us. However, when we view it economically advantageous, due to anticipated uncertainty in
the applicable foreign exchange rates, we seek to minimize our foreign currency exposure by entering into hedging
arrangements, obtaining periodic payments upon the completion of milestones, obtaining guarantees and security from
customers and sharing currency risks with subcontractors.
A significant part of our future cash flows that will be denominated in currencies other than the NIS and the
U.S. dollar were covered as of December 31, 2020 by forward contracts. On December 31, 2020, we had forward
contracts for the sale and purchase of Euro, GBP and various other currencies totaling approximately $863 million ($500
million in Euro, $114 million in GBP and the balance of $248 million in other currencies).
As of December 31, 2020, an unrealized net loss of approximately $21 million was included in accumulated
other comprehensive income. As of December 31, 2020, all of the forward contracts are expected to mature during the
years 2021 – 2025.
44
The table below presents the balance of the derivative instruments held in order to limit the exposure to
exchange rate fluctuations as of December 31, 2020 and is presented in millions of U.S. dollar equivalent terms:
Forward
Buy US$ and Sell:
Euro
GBP
Other various currencies
Forward
Sell US$ and Buy:
Euro
GBP
Other various currencies
Notional
Amount*
Unrealized
Gain (Loss)
420.2
109.2
176.2
0.9
(2.3)
(3.9)
Notional
Amount*
Unrealized
Gain (Loss)
80.3
4.9
72.2
(10.2)
0.3
7.2
*
Notional amount information is based on the foreign exchange rate at year end.
Off-Balance Sheet Transactions
Buy-Back / Offset / Industrial Participation
In connection with projects in certain countries, Elbit Systems and some of our subsidiaries have entered and
may enter in the future into “buy-back” or “offset” or industrial participation agreements, required by a number of our
customers as a condition to our obtaining orders for our products and services. These agreements are customary in our
industry and are designed to facilitate economic flow back (buy-back) and/or technology transfer to businesses or
government agencies in the applicable country. As a result of the Covid-19 pandemic, a number of countries are
increasing such activities in order to enhance local industry involvement in defense procurement.
These commitments may be satisfied by our placement of direct work or vendor orders for supplies and/or
services, transfer of technology, investments or other forms of assistance in the applicable country. We attempt to
leverage economies of scale by managing our buy-back activities from an overall corporate perspective. The buy-back
rules and regulations, as well as the underlying contracts, may differ from one country to another. The ability to fulfill the
buy-back obligations may depend, among other things, on the availability of local suppliers with sufficient capability to
meet our requirements and which are competitive in cost, quality and schedule. In certain cases, our commitments may
also be satisfied through transactions conducted by other parties, including but not limited to our suppliers, or through
“swap” transaction among various countries’ buy-back authorities. Our buy-back activities are conducted in accordance
with our anti-bribery and corruption compliance policies.
We do not commit to buy-back agreements until orders for our products or services are definitive, but in
some cases the orders for our products or services may become effective only after our corresponding buy-back
commitments become effective. Buy-back programs generally extend at least over the relevant commercial contract
period and may provide for penalties in the event we fail to perform in accordance with buy-back requirements. In some
cases we provide guarantees in connection with the performance of our buy-back obligations.
We have developed dedicated buy-back / offset management tools and work to continuously improve our
infrastructure in order to efficiently meet our obligations. However, should we be unable to meet such obligations we
may be subject to contractual penalties, our guarantees may be drawn upon and our chances of receiving additional
business from the applicable customers could be reduced or, in certain cases, eliminated. See Item 3. Risk Factors –
Financial-Related Risks.
45
On December 31, 2020, we had outstanding buy-back obligations totaling approximately $1.68 billion that
extend through 2028.
Non-GAAP Financial Data
The following non-GAAP financial data is presented to enable investors to have additional information on
our business performance as well as a further basis for periodical comparisons and trends relating to our financial results.
We believe such data provides useful information to investors by facilitating more meaningful comparisons of our
financial results over time. Such non-GAAP information is used by our management to make strategic decisions, forecast
future results and evaluate our current performance. However, investors are cautioned that, unlike financial measures
prepared in accordance with GAAP, non-GAAP measures may not be comparable with the calculation of similar
measures for other companies.
The non-GAAP financial data below includes reconciliation adjustments regarding non-GAAP gross profit,
operating income, net income and diluted EPS. In arriving at non-GAAP presentations, companies generally factor out
items such as those that have a non-recurring impact on the income statements, various non-cash items, including
significant exchange rate differences, significant effects of retroactive tax legislation, changes in accounting guidance and
other items and financial transactions not considered to be part of regular ongoing business, which, in management’s
judgment, are items that are considered to be outside the review of core operating results. In our non-GAAP presentation,
we made certain adjustments as indicated in the table below.
These non-GAAP measures are not based on any comprehensive set of accounting rules or principles. We
believe that non-GAAP measures have limitations in that they do not reflect all of the amounts associated with our results
of operations, as determined in accordance with GAAP, and that these measures should only be used to evaluate our
results of operations in conjunction with the corresponding GAAP measures. Investors should consider non-GAAP
financial measures in addition to, and not as replacements for or superior to, measures of financial performance prepared
in accordance with GAAP.
46
Reconciliation of GAAP (Audited) to
Non-GAAP (Unaudited) Supplemental Financial Data
(U.S. dollars in millions, except for per share amounts)
GAAP gross profit
Adjustments:
Amortization of purchased intangible assets
Covid-19 related expenses and write-offs
Expenses related to acquisitions
Impairment of long-lived assets
Non-GAAP gross profit
Percent of revenues
GAAP operating income
Adjustments:
Amortization of purchased intangible assets
Covid-19 related expenses and write-offs
Impairment of long-lived assets
Expenses related to acquisitions
Gain from change in holdings
Capital gain
Non-GAAP operating income
Percent of revenues
GAAP net income attributable to Elbit Systems’ shareholders
Adjustments:
Amortization of purchased intangible assets
Covid-19 related expenses and write-offs
Expenses related to acquisitions
Gain from changes in holdings
Capital gain
Revaluation of investment measured under fair value option
Impairment of investments
Non-operating foreign exchange losses
Tax effect and other tax items*
Non-GAAP net income attributable to Elbit Systems’ shareholders
Years Ended December 31,
2019
2018
2020
1,165.1
1,136.5
976.2
22.7
56.0
—
3.4
22.0
—
55.0
—
19.1
—
66.6
—
1,247.2
1,213.5
1,061.9
26.7 %
26.9 %
28.8 %
325.7
321.6
292.8
39.4
56.6
3.4
—
—
(35.0)
390.1
36.1
—
—
55.0
(1.2)
(31.8)
379.7
26.5
—
—
66.8
(45.4)
—
340.7
8.4 %
8.4 %
10.5 %
237.7
227.9
206.7
39.4
56.6
—
—
(35.0)
(20.8)
7.9
33.4
(0.7)
318.5
36.1
—
55.0
(1.2)
(31.8)
(8.3)
3.7
24.6
(8.2)
297.8
26.5
—
66.8
(45.4)
—
—
17.6
3.4
(8.1)
267.5
Percent of revenues
6.8 %
6.6 %
7.3 %
GAAP diluted net EPS
Adjustments, net
Non-GAAP diluted net EPS
5.38
1.82
7.20
5.20
1.59
6.79
4.83
1.42
6.25
47
Item 6.
Directors, Senior Management and Employees.
Directors and Executive Officers
Board of Directors (Board)
Our directors as of March 15, 2021 are as follows:
Name
Michael Federmann (Chair)
Noaz Bar Nir (External Director)
Rina Baum
Yoram Ben Zeev
David Federmann (Vice Chair)
Dov Ninveh
Professor Ehood (Udi) Nisan
Bilha (Billy) Shapira (External Director)
Professor Yuli Tamir
__________________
* was not a member of the Board from April to October 2013
Age
Director
Since
77
57
75
76
46
73
53
68
67
2000
2020
2001
2014
2007
2000*
2016
2019
2015
The term of office of each director, other than the External Directors, expires at the conclusion of the annual
general shareholders meeting to be held during 2021. The first three-year term of office for Bilha (Billy) Shapira as an External
Director expires in November 2022, and the first three-year term of office for Noaz Bar Nir as an External Director expires in
August 2023.
Michael Federmann. Michael Federmann has served as chair of the Board since 2000. Since 2002 he has served
as chair and CEO of Federmann Enterprises Ltd. (FEL), a privately-owned Israeli company in which Mr. Federmann has held
managerial positions since 1969. FEL, directly and through subsidiaries, holds a diversified portfolio of investments, including
ownership of approximately 44.3% of the Company’s outstanding shares. FEL also has ownership interests in Dan Hotels Ltd.
(Dan Hotels), an Israeli hotel chain, in Freiberger Compound Materials GmbH (Freiberger), a German company engaged in the
supply of materials for the semi-conductor industry, as well as in several financial, real estate and venture capital investments.
Mr. Federmann also serves as chair of the board of directors of Dan Hotels. He serves as the president of the Germany - Israel
Chamber of Industry and Commerce, was awarded the Order of Merit of the Federal Republic of Germany and is an Honorary
Commander of the Order of the British Empire (CBE). Mr. Federmann holds a bachelor’s degree in economics and political
science from the Hebrew University of Jerusalem (the Hebrew University), which has also awarded him an honorary doctorate
in philosophy.
Noaz Bar Nir. (External Director). Noaz Bar Nir was appointed to our board in August 2020. Mr. Bar Nir serves,
since 2018, as a director of Remedor Biomed Ltd., a company specializing in advanced treatment of wounds (in which he also
served as a director from 2016 to 2017) and of Radio Ashams FM Ltd., a regional radio station located in northern Israel. From
2018 until the end of 2020, he also served as a director of Genefron Ltd., a company in the field of genomic based personal
medicine. Since 2019, Mr. Bar Nir also serves as a business consultant for various private and public entities in the areas of
medicine and tourism and is a lecturer on health systems management in the Netanya Academic College. From 2017 to 2018,
Mr. Bar Nir served as CEO of Clalit Health Services Ltd. (Clalit), Israel’s largest health organization, and as chair of the boards
of Clalit’s subsidiaries S.L.H Medical Services Ltd., Mor – The Institution of Medical Information Ltd. and Clalit - Medical
Engineering Ltd. From 2009 to 2017, he served in various senior executive positions and as chair of several companies in the
fields of health and tourism, including from 2015 to 2017 as CEO of the Israel Hotel Association, from 2014 to 2015 as CEO of
Harokeah Ltd., a network of pharmacies, from 2013 to 2015 as chair of the board of Shfayim Hotel Ltd. and Shfayim Park Ltd.
and from 2009 to 2013 as director general of the Israeli Ministry of Tourism. Prior to that, Mr. Bar Nir held various financial
positions, including from 2002 to 2008 as CFO of Clalit, and from 1996 to 2002 as head of the budgets, economics and cost
accounting department of Clalit. From 1991 to 1995, he held several positions in the Israeli Ministry of Finance. From 2005 to
2007 he served as a member of the investments committee of Clal Pension and Gemel Ltd. In addition, from 1993 to 2017, he
also served as a director in several entities, including among others Dikla Insurance Company Ltd. Mr. Bar Nir holds a
bachelor’s degree in economics and an MBA, with proficiencies in financing, information systems and accounting, from the
48
Hebrew University. Mr. Bar Nir serves as chair of the Audit and Financial Statements Review Committee and as a member of
the Compensation Committee and the Corporate Governance and Nominating Committee of the Board. He is considered by the
Board to have accounting and financial expertise under the Companies Law and qualifies to serve as an audit committee
financial expert as defined under the SEC rules.
Rina Baum. Rina Baum is vice president for investments of FEL and since 1986 has served as a director and as
general manager of Unico Investment Company Ltd. She serves as a director of Dan Hotels and Etanit Building Products Ltd.
(Etanit), and holds other managerial positions with investee companies of FEL. Mrs. Baum holds a law degree (LL.B) from the
Hebrew University.
Yoram Ben Zeev. Yoram Ben Zeev serves as an External Director of Kardan Real Estate Ltd., as well as on the
boards of several non-profit organizations in Israel. He served as Israel’s ambassador to the Federal Republic of Germany from
2007 until 2012. Prior to that, he served for 26 years in various senior positions in the Israel Ministry of Foreign Affairs (MFA),
including as deputy general director, head of the North America Division and senior member of the directorate. Among other
positions held during his service in the MFA, Mr. Ben Zeev served as Israel’s Consul General to the West Coast in the United
States, political advisor to the president of the State of Israel, special coordinator to the Middle East peace process, advisor to
prime minister Ehud Barak for the Camp David Peace Conference, chair of the MFA’s Steering Committee - Foreign Service
Strategic and Functional Planning and of the Israel-Canada Annual Strategic Forum and member of the MFA’s Nomination
Committee. Mr. Ben Zeev has been the recipient of special awards for his diplomatic service from both the U.S. House of
Representatives and the president of the Federal Republic of Germany. Mr. Ben Zeev holds a bachelor’s degree in middle
eastern studies, political science and international relations from the Hebrew University and a master’s degree in middle eastern
studies from Tel-Aviv University. Mr. Ben Zeev serves as the chair of the Corporate Governance and Nominating Committee
of the Board and as a member of the Audit and Financial Statements Review Committee and the Compensation Committee of
the Board.
David Federmann. David Federmann has served as vice chair of the Board since 2015. He has served in various
management capacities in FEL since 2000. He currently serves as chair of the board of Freiberger and as a member of the
boards of directors of Dan Hotels, BGN Technologies Ltd. (the technology transfer company of Ben-Gurion University), and
several other private companies. David Federmann is the son of Michael Federmann, chair of the Board. Mr. Federmann holds
a bachelor’s degree in mathematics and philosophy from New York University.
Dov Ninveh. Dov Ninveh served until December 2020 as chief financial officer and a manager in FEL since 1994
and as the general manager of Heris Aktiengesellschaft since 2012. He serves as a member of the board of directors of Dan
Hotels and Freiberger. Mr. Ninveh served as a director of Etanit from 1994 until December 2020 and as a director of Elop
Electro-Optic Industries Ltd. (Elop) from 1996 until 2000. From 1989 to 1994, he served as deputy general manager of Etanit.
Mr. Ninveh holds a bachelor of science degree in economics and management from the Israel Institute of Technology (the
Technion).
Professor Ehood (Udi) Nisan. Prof. Ehood (Udi) Nisan is a professor in the School of Public Policy and
Government of the Hebrew University. He is an External Director of Harel Insurance Finance Services Ltd. and Rekah
Pharmaceutical Industry Ltd. He is also a member of the board of Bezalel Academy of Art and chair of its finance committee
and a member of the board of the Jerusalem Biblical Zoo. From 2013 to 2016, he was the chair of the board of directors of
Delek, The Israel Fuel Corporation Ltd. From 2009 to 2011, Prof. Nisan was the director of the budgets department of the
Israeli Ministry of Finance, and from 2007 to 2009, he served as the director of the Government Companies Authority. Prior to
that, he served in various executive positions in the Israeli Ministry of Finance and served as a member and chair of several
government and public committees, including from 1999 until 2002 as the CEO of the Jerusalem Development Authority. Prof.
Nisan holds bachelor’s and master’s degrees in economics and business administration, and a PhD in public economics and
policy from the Hebrew University. During 2006 - 2007, Prof. Nisan completed his post-doctoral studies at Harvard
University's Kennedy School, where he was also a Senior Fellow in 2011 - 2012. Prof. Nisan serves as a member of the Audit
and Financial Statements Review Committee of the Board. He is considered by the Board to have accounting and financial
expertise under the Companies Law and qualifies to serve as an audit committee financial expert as defined under the SEC
rules.
49
Bilha (Billy) Shapira (External Director). Mrs. Bilha (Billy) Shapira serves as a member of the board of
governors and the audit committee of the Azrieli College of Engineering, as a member of the Jerusalem Transportation Master
Plan Team, as a member of the boards of several non-profit organizations in Israel and as a member of the board of governors
of the Hebrew University. She is also a consultant for TABI Learning Technologies Ltd., a start-up company in the field of
pedagogical instruments for students with learning and sensory integration disorders. From 2018 until March 2020, she was the
head of the Israeli branch of Helmholtz Association of German Research Centers, a German association with centers worldwide
that promotes research collaboration between German institutions and industries and foreign academic institutions, industrial
entities and governmental research bodies. From 2009 until 2017, Mrs. Shapira served as vice president and CEO of the
Hebrew University and as the CEO of VERA - the Association of Heads of Universities in Israel. Prior to that, she served for
36 years in various management capacities in the Hebrew University. Mrs. Shapira holds a bachelor’s degree in Russian studies
and international relations and a master’s degree in administration and public policy from the Hebrew University. Mrs. Shapira
serves as chair of the Compensation Committee and is a member of the Audit and Financial Statements Review Committee and
the Corporate Governance and Nominating Committee of the Board. She is considered by the Board to have professional
competence under the Companies Law.
Professor Yuli Tamir. Prof. Yuli Tamir serves as the President of Beit Berl, a multidisciplinary college near Kfar
Saba, Israel, since September 2020. From 2010 until September 2020, she served as the President of Shenkar College, a public
college in Ramat-Gan, Israel. From 2006 until 2009, she served as Israel’s Minister of Education. Prof. Tamir also served as the
Minister of Immigration from 1999 until 2001. She was a deputy speaker of the Knesset and a member of the Finance
Committee, the Education Committee and the Security and Foreign Affairs Committee. Prof. Tamir is a founding member of
the Israeli peace movement “Peace Now”. She served as the chair of the Association of Civil Rights in Israel and was a member
of the political committee of the Women’s Lobby. She was a professor at Tel-Aviv University and a scholar-in-residence at
Princeton University, Harvard University, the University of Pennsylvania, the European University in Florence, the Central
European University in Budapest and the Blavatnik School of Government in Oxford. Prof. Tamir is the recipient of numerous
academic awards. Prof. Tamir holds a bachelor's degree in biology and a master’s degree in political science from the Hebrew
University and a PhD in political philosophy from Oxford University. Prof. Tamir serves as a member of the Audit and
Financial Statements Review Committee of the Board.
50
Executive Officers
Our executive officers, the President and CEO and the Executive Vice Presidents who report to the President and
CEO as of March 15, 2021 are as follows:
Name
Bezhalel Machlis
Jonathan Ariel
David Block Temin
Boaz Cohen
Haim Delmar
Joseph Gaspar
Dr. Shelly Gordon
Ran Kril
Edgar Maimon
Ilan Pacholder
Yuval Ramon
Oren Sabag
Yoram Shmuely
Yehuda Vered
Yehoshua Yehuda
Age
58
64
65
56
51
72
60
50
66
66
55
47
60
63
54
President and Chief Executive Officer
Position
Executive Vice President - Chief Legal Officer
Executive Vice President - Chief Compliance Officer and Senior Counsel
Executive Vice President - Marketing and Business Development North
America
Executive Vice President - General Manager C4I and Cyber
Executive Vice President - Chief Financial Officer
Executive Vice President – Human Resources
Executive Vice President - International Marketing and Business Development
Executive Vice President - Co-General Manager ISTAR and EW
Executive Vice President – Mergers and Acquisitions and Financing
Executive Vice President - Chief Operating Officer
Executive Vice President - Co-General Manager ISTAR and EW
Executive Vice President - General Manager Aerospace
Executive Vice President - General Manager Land
Executive Vice President - Strategy and Chief Technology Officer
Bezhalel Machlis. Bezhalel Machlis has served as the Company’s President and CEO since 2013. From 2008
until 2012, he served as executive vice president - general manager land and C4I, after serving as corporate vice president -
general manager land systems and C4I since 2004. In 2003, he served as corporate vice president - general manager ground,
C4I and battlefield systems. From 2000 until 2002, he served as vice president – battlefield and information systems. Mr.
Machlis joined Elbit Ltd. in 1991 and held various management positions in the battlefield and information systems area. Prior
to that, he served as an artillery officer in the IDF, where he holds the rank of colonel (reserves). Mr. Machlis holds a bachelor
of science degree in mechanical engineering and a bachelor of arts degree in computer science from the Technion and an MBA
from Tel-Aviv University. He is a graduate of Harvard University Business School’s Advanced Management Program.
Jonathan Ariel. Jonathan Ariel has served as Executive Vice President - Chief Legal Officer since 2012, after
serving as senior vice president - general counsel since 2008. He joined Elbit Systems in 1996 and has held several positions
within the legal department, including vice president - general counsel of Elop. Prior to joining Elbit Systems, Mr. Ariel served
as a legal advisor both in-house and in private law firms in Israel and the U.S. Mr. Ariel holds a law degree (LL.B.) from Tel-
Aviv University. He is admitted to the Israeli Bar.
51
David Block Temin. David Block Temin has served as Executive Vice President - Chief Compliance Officer and
Senior Counsel since 2012, after serving as executive vice president - chief legal officer and chief compliance officer since
2008. Prior to that he served as corporate vice president - general counsel since 2000 and as general counsel since 1996. From
1987 to 1996, he was a legal advisor to Elbit Ltd. Prior to that, Mr. Block Temin was an attorney with law firms in New York
City. Mr. Block Temin received a juris doctor degree as well as a master of arts degree in international relations from Stanford
University and holds a bachelor of arts degree in political science from the University of Maryland. He is admitted to the Israeli
Bar.
Boaz Cohen. Boaz Cohen was appointed Executive Vice President - Marketing and Business Development North
America in February 2021. Prior to that, since 2013 he served as senior vice president - land systems. After retiring from the
IDF as a colonel in the Armored Corps in 2007, Mr. Cohen joined Elbit Systems and held various management positions in the
land and C4I areas. Mr. Cohen holds a bachelor of arts degree in management and economics from Haifa University and is a
graduate of Harvard University Business School's Advanced Management Program.
Haim Delmar. Haim Delmar was appointed Executive Vice President - General Manager C4I and Cyber in 2018,
after serving as senior vice president - C4ISR and HLS since 2009. Mr. Delmar joined Elbit Systems in 1993 and held various
engineering and management positions in the battlefield and information systems area. From 2000 until 2004, he served in
executive positions at Utopy Inc. and Mobilitec Inc. in the telecommunication and data mining fields, returning to Elbit
Systems in 2004. Mr. Delmar holds a bachelor of science degree in computer engineering from the Technion and is a graduate
of Harvard University Business School’s Advanced Management Program.
Joseph Gaspar. Joseph Gaspar was appointed as an Executive Vice President in 2008 and has served as Chief
Financial Officer since 2001. He was appointed as a corporate vice president in 2000 and served as corporate vice president –
strategy, technology and subsidiaries from 2000 until 2001. From 1996 until 2000, he held the position of corporate vice
president - marketing and business development of Elop. Mr. Gaspar joined Elop in 1975 and held several management
positions, including vice president and general manager of Elop’s optronics product division and co-manager of an Elop
subsidiary in the United States. Mr. Gaspar holds a bachelor of science degree from the Technion in electronic engineering with
advanced studies in digital signal processing and communication.
Dr. Shelly Gordon. Dr. Shelly Gordon was appointed as Executive Vice President - Human Resources shortly
after joining Elbit Systems in 2015. From 2012 until joining Elbit Systems, she headed executive education at the
Interdisciplinary Center Herzilya. From 2005 until 2012, Dr. Gordon served as vice president - organizational development and
talent management at Amdocs Limited and served as vice president - human resources at Elite Confectionary Ltd. from 2000
until 2005. Prior to that, she worked as an independent consultant with management teams and senior managers, leading major
transformations in varied organizations and industries. Dr. Gordon received a bachelor’s degree in education and art from the
Hebrew University, a bachelor’s degree in psychology from Tel-Aviv University and a doctorate in management studies from
the University of Hertfordshire in the U.K.
Ran Kril. Ran Kril was appointed as Executive Vice President - International Marketing and Business
Development in 2015. From 2013 until his current appointment, he served as aerospace vice president - marketing and sales,
after serving as aerospace vice president - sales and contracts since 2007. He joined Elbit Systems in 1997 and held various
senior positions in aerospace's marketing, sales and finance departments. Mr. Kril holds a bachelor of science degree in
economics and management from the Technion and a master of science of management degree from the Polytechnic University
of New York.
Edgar Maimon. Edgar Maimon has served as Executive Vice President - Co-General Manager ISTAR and EW
since February 2021, after serving as executive vice president - general manager EW and SIGINT Elisra since 2013. From
2005 until 2012, Mr. Maimon served as vice president - marketing and business development at Elbit Systems EW and SIGINT
– Elisra Ltd. (Elisra). He joined Elisra in 2004. Prior to that Mr. Maimon served for 26 years in the IAF, where he retired with
the rank of colonel. He served as the head of the IAF’s C4I systems engineering department and held several additional senior
positions in the IAF. Mr. Maimon holds a bachelor of science degree in electronic engineering from Ben Gurion University.
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Ilan Pacholder. Ilan Pacholder has served as Executive Vice President – Mergers and Acquisitions since 2009, in
addition to his position as Executive Vice President – Financing to which he was appointed in 2008. From 2008 until 2015, he
also served as executive vice president - offset. During 2007, he served as vice president and chief financial officer of Tadiran
Communications Ltd. Mr. Pacholder served as corporate secretary and vice president – finance and capital markets of Elbit
Systems from 2003 until 2006. From 2001 until 2003, he served as vice president – finance. Mr. Pacholder joined Elbit Ltd. in
1994 and held various senior positions in the finance department. Prior to joining Elbit Ltd. he served as the chief financial
officer for Sanyo Industries in New York. Before that Mr. Pacholder worked for Bank Leumi in New York and held the
position of vice president in the international and domestic lending departments. Mr. Pacholder holds a bachelor of arts degree
in accounting and economics from Queens College in New York and an MBA in finance and investments from Adelphi
University.
Yuval Ramon. Yuval Ramon was appointed Executive Vice President - Chief Operating Officer in 2015. From
2014 until his current appointment, he served as vice president - corporate operations. From 1998 - 2013, he served in a number
of management positions in Elbit Systems of America, including as senior vice president of operations, site lead at the
Merrimack operations and director of sales and contracts for the Fort Worth operations. He joined Elbit Systems in 1994 as a
sales and contract manager. Mr. Ramon holds a bachelor of science degree in industrial engineering and economics from the
Technion.
Oren Sabag. Oren Sabag was appointed Executive Vice President - Co-General Manager ISTAR and EW in
February 2021, after serving as C4I and cyber senior vice president - radios and secure communications since 2014. From 2011
to 2013, he served as vice president for engineering - land and C4I. Mr. Sabag joined Elbit in 1998 and held various
engineering and management positions. Mr. Sabag holds a bachelor of science degree in computer engineering from the
Technion and an MBA in business management from Haifa University.
Yoram Shmuely. Yoram Shmuely has served as Executive Vice President - General Manager Aerospace since
2013, after serving as executive vice president - co-general manager aerospace since 2008. From 2003 - 2007, Mr. Shmuely
served as corporate vice president - co-general manager airborne and helmet systems. He served as corporate vice president and
general manager – helmet mounted systems from 2000 until 2003. From 1998 until 2000, he was vice president – helmet
mounted systems . From 1996 until 1998, he served as president of a U.S. subsidiary of Elbit Systems. Mr. Shmuely joined
Elbit Ltd. in 1990 and served as director of Elbit Ltd.’s helmet mounted display business. He served as a fighter aircraft pilot in
the IAF. Mr. Shmuely holds a bachelor of science degree in electronic engineering from the Technion.
Yehuda Vered. Yehuda (Udi) Vered has served as Executive Vice President - General Manager Land since 2018,
after serving as executive vice president - general manager land and C4I since 2013. From 2009 until 2013, Mr. Vered served as
executive vice president – service solutions as well as vice president – marketing land and C4I. From 2004 - 2008, he served as
land and C4I chief financial officer and vice president for contracts and sales. Mr. Vered joined Elbit Systems in 2003 as
ground, C4I and battlefield systems vice president - contracts and sales and chief financial officer. Before that, he served as an
aircrew officer in the IAF, where he holds the rank of colonel (reserves). Mr. Vered holds a bachelor of arts degree in
management and economics from Tel-Aviv University, an MBA from Ben Gurion University and is a graduate of Harvard
University Business School’s Advanced Management Program.
Yehoshua Yehuda. Yehoshua (Shuki) Yehuda was appointed as Executive Vice President - Strategy and Chief
Technology Officer in January 2020. From 2016 until his current appointment, he served as executive vice president - chief
technology officer. From 2008 until his current appointment, he served as Elisra’s vice president and chief technology officer as
well as general manager - radar solutions business unit. Prior to that he served in a number of management positions in Elisra,
which he joined in 2000. Prior to joining Elisra, Mr. Yehuda served as an officer in the IDF, holding command positions in the
Intelligence Corps. Mr. Yehuda holds a bachelor of science degree in electrical engineering from Tel-Aviv University and a
master of science degree in neural computation from the Hebrew University. He is a graduate of Harvard University Business
School’s Advanced Management Program.
53
Compensation of Directors and Executive Officers
Compensation Policy
Pursuant to the Companies Law, a public company such as Elbit Systems is required to adopt a compensation
policy regarding the terms of office and employment of its Office Holders (as defined in the Companies Law) (generally Elbit
Systems’ directors and executive officers), including compensation, equity-based awards, exemption from liability,
indemnification and insurance, severance and all other benefits (Employment Terms).
The Companies Law also requires that an adopted compensation policy be reviewed from time to time by the
compensation committee and the board of directors of the company, to ensure its alignment with the company’s goals, work
plan and other policies from a long-term perspective, as well as the compensation policy’s appropriateness to the company
considering, among other factors, the company’s risk management policy and the company’s size and nature of operations.
In addition, pursuant to the Companies Law, every three years a compensation policy needs to be re-approved by
the board of directors, following the recommendation of the compensation committee, and re-approved by the company’s
shareholders, by a Special Uninterested Majority (as defined below). In the event that the compensation policy is not approved
by the shareholders by a Special Uninterested Majority, the board of directors may nonetheless approve it, provided that the
compensation committee and the board of directors, following further discussion of the matter and for specified reasons,
determine that the approval of the compensation policy is, notwithstanding the shareholders disapproval, in the best interests of
the company.
Special Uninterested Majority means the affirmative vote of a majority of the voting power in the company
present at the respective meeting either in person, by proxy or by a voting instrument, and voting on the respective resolution,
provided that, either: (a) such majority includes a majority of the shareholders who are not controlling shareholders of the
company and do not have a “Personal Interest” in the approval of the respective resolution (disregarding abstentions ) or (b) the
total number of shares of the shareholders referred to in (a) above that are voted against the approval of the proposed resolution
does not exceed two percent (2%) of the total voting rights in the company. For the definition of Personal Interest see Item 10.
Additional Information - Approval of Certain Transactions - Personal Interest and Extraordinary Transactions.
At the Extraordinary General Meeting of Shareholders held on April 11, 2018, our shareholders, following a
favorable recommendation of the Compensation Committee of the Board (the Compensation Committee) and the approval of
the Board, approved a compensation policy (the Compensation Policy) applicable to Employment Terms and arrangements with
our Office Holders. At the Extraordinary General Meeting of Shareholders held on February 26, 2020, following a favorable
recommendation of the Compensation Committee and approval of the Board, our shareholders approved an amendment to the
Compensation Policy increasing the authorized coverage limit and maximum annual premium for directors and officers liability
insurance policies. For further information see below Item 10, Additional Information - Exemption, Insurance and
Indemnification of Directors and Officers.
In accordance with the provisions of the Companies Law as set forth above, the Compensation Policy is in effect
for a three-year period ending in April 2021 or as otherwise may be mandated from time to time by the Companies Law.
Following the recommendation of our Compensation Committee and the approval of our Board, on March 3, 2021
we published a proxy statement (the March Proxy Statement) for an Extraordinary General Meeting of Shareholders to be held
on April 7, 2021 (the Scheduled April Meeting), with a proposal to approve a new compensation policy (the New
Compensation Policy), as set forth in the March Proxy Statement. Upon approval of the New Compensation Policy, it will be
in effect for a three-year period or as otherwise may be mandated from time to time by the Companies Law.
54
For further information about the approval of Employment Terms of our Office Holders, see Item 10. Additional
Information - Approval of Certain Transactions - Approval of Employment Terms of Office Holders.
Compensation of Directors and Executive Officers
Aggregate Compensation to Directors and Executive Officers
The following table sets forth the aggregate compensation costs for all of our directors and executive officers as a
group for the fiscal year ended December 31, 2020:
All directors (consisting of 11 persons)
All executive officers (consisting of 15 persons)
Directors Fees
Salaries,
Directors’ Fees
Commissions and
Bonuses
Pension,
Retirement and
Similar Benefits
(U.S. dollars in thousands)
$
$
575
10,089
$
$
—
1,290
In accordance with the Compensation Policy and with the Israeli Companies Regulations (Relief from Related
Parties' Transactions), 5760-2000, in meetings held on October 25, 2020, the Compensation Committee and the Board
approved payment to the Company's directors (including to Michael Federmann who may be considered a direct or indirect
controlling shareholder of the Company, and his son David Federmann), in accordance with maximum regulatory rates payable
to External Directors under Israeli law for companies similarly classified based on their shareholding equity, which rates are
also paid to the Company's External Directors, as well as reimbursement of expenses in accordance with Israeli law and the
Company’s procedures, which are also paid to the Company’s External Directors. As a result, each of the Company’s directors
is and will be entitled to an annual fee of NIS 110,235 (equal to approximately $34,300) and a per meeting fee of NIS 4,240
(equal to approximately $1,320), which reflect the above mentioned fee levels, linked to the Israeli consumer price index.
2012 Phantom Bonus Retention Plan
In 2012, our Board approved a “Phantom” Bonus Retention Plan for Senior Officers (the 2012 Phantom Plan).
The purpose of the 2012 Phantom Plan is to retain and provide incentives to senior officers of Elbit Systems and certain of our
subsidiaries by strengthening the alignment of the 2012 Phantom Plan recipients’ financial interests with those of the Company
and our shareholders. Under the 2012 Phantom Plan, phantom bonus units were granted to executive officers within the
framework of three consecutive yearly tranches, each such tranche comprised of an equal number of units which entitle the
recipient the right to receive the financial benefit (Unit Benefits) deriving from increases in the value of the Company’s shares
during the applicable periods, subject to certain restrictions. Unit Benefits are calculated separately for each tranche. The Unit
Benefits accrual period for each tranche is three years from the respective grant date of the applicable bonus units.
At the end of each year during the Unit Benefits accrual period for each tranche, the Company calculates the value
of each Unit Benefit for such year (the Unit Benefits Value). The Unit Benefits Value is the difference between: (i) the basic
value for that year - i.e. the average closing price on the TASE of the Company’s shares for the thirty (30) trading days
preceding the beginning of the respective year, and (ii) the year-end value for said year - i.e. the average closing price on the
TASE of the Company’s shares for the thirty (30) trading days preceding the end of the relevant year.
The accrued Unit Benefits Value for each yearly tranche is the sum of the first year Unit Benefits Value, the
second year Unit Benefits Value and the third year Unit Benefits Value for that tranche. Because of certain conditions in the
2012 Phantom Plan, the Unit Benefits Value for a particular year of a tranche may be zero or only part of the calculated Unit
Benefits Value for that year. The aggregate maximum Unit Benefits Value of a unit granted for the full three years of a tranche
may not exceed 100% of the basic value determined for that tranche for its first year. Except in certain circumstances described
in the 2012 Phantom Plan, the accrued Unit Benefits Value of a tranche is paid to the recipient at the end of the third year of the
respective tranche.
Except as otherwise provided in the 2012 Phantom Plan, entitlement to receipt of benefits is conditioned on the
recipient remaining an employee of the Company. The benefits received under the 2012 Phantom Plan are subject to tax at the
regular personal income tax rates.
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We recorded amounts of approximately $0.9 million 2019, as compensation costs related to grants to our
executive officers under the 2012 Phantom Plan. No such compensation costs were recorded in 2020. See Item 18. Financial
Statements – Note 22G.
2018 - Equity Incentive Plan for Executive Officers and Equity Plans in Other Entities Established by the
Company
We recorded an amount of approximately $4.1 million in each of 2019 and 2020 as compensation costs related to
options granted to our executive officers under the 2018 Equity Incentives Plan (the Plan). See below "Share Ownership - Elbit
Systems’ Stock Option Plans - 2018 - Equity Incentive Plan for Executive Officers" and Item 18. Financial Statements Notes
22C and 22D.
In 2020 we recorded an amount of approximately $0.2 million as compensation costs related to options granted to
our executive officers in start-up entities or similar ventures established by the Company (whether by allocation of options by
the start-up entities themselves or by allocation of shares or options to purchase shares of such start-up entities which are held
by the Company) (Options in Other Entities).
Other Compensation
In addition to payment of monthly salary, bonuses, and options, our executive officers are entitled to
reimbursement of travel and certain other expenses in a manner similar to other employees.
Office Holders of the Company, including our directors and executive officers, are covered by our D&O liability
insurance policy and are entitled to indemnification in accordance with our Articles of Association and pursuant to an
indemnification letter as approved by our shareholders. In our March Proxy Statement, we also proposed, following the
recommendation of our Compensation Committee and the approval of our Board, to provide each of our existing and future
directors and our CEO with an exemption letter, in the form filed as an exhibit to the March Proxy Statement. For additional
information, please refer to the March Proxy Statement and see Item 10. Additional Information - Exemption, Insurance and
Indemnification of Directors and Officers - Exemption, Insurance and Indemnification under the Companies Law.
Compensation of Five Most Highly Compensated Office Holders
The following describes the compensation of our five most highly compensated Office Holders with respect to the
year ended December 31, 2020. All amounts specified are in terms of cost to the Company as recorded in our financial
statements.
Compensation for each of the specified Office Holders is indicated in terms of the following types of
compensation costs:
(1) Salary Costs. Salary Costs include gross salary and, if and to the extent applicable to a respective Office
Holder, social and other benefits such as vacation days, sick days, convalescence pay, monthly remuneration for a study fund,
contributions made by the Company on behalf of the Office Holders to an insurance policy or a pension fund, contributions by
the Company on behalf of the Office Holders towards work disability insurance and other benefits such as company car and
communication costs. U.S. dollar amounts indicated for Salary Costs are based on the exchange rate of 3.422, which represents
the average weighted U.S. dollar - NIS exchange rate for the date of payments for each of the months during 2020 (Average
Exchange Rate).
(2) Bonus Costs. Bonus Costs represent bonuses (annual, managerial evaluation and/or special, as the case may
be) recorded in connection with the Office Holders with respect to the year ended December 31, 2020. U.S. dollar amounts
indicated for Bonus Costs are based on the Average Exchange Rate.
56
(3) Phantom Bonus Costs. Phantom Bonus Costs are costs recorded with respect to the year ended December
31, 2020 related to the value of benefits under tranches of phantom bonus units granted to the Office Holders under our 2012
Phantom Bonus Retention Plan. See above “Compensation to Directors and Executive Officers - 2012 Phantom Bonus
Retention Plan" and Item 18. Financial Statements - Note 22G. Benefits under the 2012 Phantom Plan cover tranches payable
over three years.
(4) Stock Option Costs. Stock Option Costs are costs recorded with respect to the year ended December 31,
2020 related to the Plan. See above “Aggregate Compensation to Directors and Officers - 2018 - Equity Incentive Plan for
Executive Officers and Equity Plans in Other Entities Established by the Company" and below "Share Ownership - Elbit
Systems’ Stock Option Plans - 2018 - Equity Incentive Plan for Executive Officers" and Item 18. Financial Statements - Notes
22C and 22D. Such Stock Option Costs also relate to Options in Other Entities. See above “Aggregate Compensation to
Directors and Executive Officers - 2018 - Equity Incentive Plan for Executive Officers and Equity Plans in Other Entities
Established by the Company".
The five most highly compensated Office Holders in 2020 were as follows (U.S. dollar amounts in thousands):
(1) Bezhalel Machlis - President and CEO. Compensation costs recorded for Mr. Machlis in 2020 included:
$1,042 in Salary Costs, $1,289 in Bonus Costs and $765 in Stock Option Costs. In March 2019, the
Company’s shareholders approved the grant to Mr. Machlis of options to purchase 121,298 ordinary shares par
value NIS 0.01 of Cyberbit Ltd., a privately held Israeli company in which we hold an interest (Cyberbit), at an
exercise price of $7.62 per share. Mr. Machlis is a member of Cyberbit's board. The grant is in accordance
with the Cyberbit employee stock option plan for Cyberbit’s employees and “office holders” (Cyberbit ESOP).
Subject to the terms of the Cyberbit ESOP, such options will expire within seven years from the grant date.
At the Scheduled April meeting, following the recommendation of our Compensation Committee and the
Board, our shareholders will vote on a proposal to amend the employment terms of Mr. Machlis. Such
amendment includes, among other provisions, a grant of Options under the Plan and a grant of an exemption
letter. For further information see the March Proxy Statement. In addition, see below “Board Practices -
Compensation Committee”, “Share Ownership - Elbit Systems’ Stock Option Plan”, Item 10. Additional
Information - General Provisions of Israeli Law and Related Provisions of Articles of Association - Office
Holders and Approval of Employment Terms of Office Holders and Item 16G. - Corporate Governance.
(2) Yehuda Vered - Executive Vice President - General Manager Land. Compensation costs recorded for Mr.
Vered in 2020 included: $758 in Salary Costs, $246 in Bonus Costs and $452 in Stock Option Costs.
(3) Joseph Gaspar - Executive Vice President - Chief Financial Officer. Compensation costs recorded for Mr.
Gaspar in 2020 included: $610 in Salary Costs, $184 in Bonus Costs and $496 in Stock Option Costs.
(4) Elad Aharonson - former Executive Vice President - General Manager ISTAR. Compensation costs recorded
for Mr. Aharonson in 2020 included: $713 in Salary Costs, $113 in Bonus Costs and $411 in Stock Option
Costs.
(5) Yoram Shmuely - Executive Vice President - General Manager Aerospace. Compensation costs recorded for
Mr. Shmuely in 2020 included: $658 in Salary Costs, $158 in Bonus Costs and $411 in Stock Option Costs.
57
Board Practices
Appointment of Directors
Our directors, other than our External Directors, are elected by the shareholders at the annual general meeting of
shareholders. Their term of office is until the conclusion of the next annual general meeting of shareholders, which is held at
least once every calendar year but not more than 15 months after the previous annual general meeting of shareholders.
According to our Articles of Association, the approval of our shareholders at a general meeting is generally required to remove
any of our directors from office. Between annual general meetings of shareholders our Board may appoint new directors to fill
vacancies. The External Directors are elected at a general meeting of shareholders as described under “External Directors”
below. Our Articles of Association authorize a maximum of 17 directors, a minimum of five directors and, unless otherwise
determined by our Board or approved by our shareholders, the number of directors will be nine.
The Companies Law requires the board of directors of a public company, after considering the company’s type
and size and the scope and complexity of its activities, to determine the minimum number of directors on the board having
“financial and accounting expertise” as defined in the Companies Law. Our Board has adopted a policy pursuant to which it
will include a minimum of two directors having financial and accounting expertise as defined under the Companies Law.
Currently our Board has two directors who are considered by the Board to have financial and accounting expertise: Mr. Bar Nir
and Prof. Nisan. In addition, the Companies Law provides that a person will not be elected and will not serve as a director in a
public company if he or she does not have the required qualifications and the ability to dedicate an appropriate amount of time
for the performance of his or her director position in the company, taking into consideration, among other factors, the special
needs and size of the company. A general meeting of shareholders of a company whose shares are publicly traded, at which the
election of a director is to be considered, will not be held, and a director will not be elected, unless:
(1) the nominee has declared to the company that he or she complies with the above-mentioned requirements;
(2) the details of his or her applicable qualifications are provided;
(3) in case such nominee is an “Independent Director” as defined in the Companies Law (see below), the nominee
has also declared that he or she complies with the independence criteria under the Companies Law; and
(4) in case such nominee is an External Director, the nominee has declared that he or she complies with the
requirements for External Directors provided under the Companies Law.
Each of our elected directors has declared to our Board that he or she complies with the required qualifications
under the Companies Law for appointment as a member of our Board, detailing his or her applicable qualifications, and that he
or she is capable of dedicating the appropriate amount of time for the performance of his or her role as a member of our Board.
In addition, Mr. Ben Zeev, Prof. Nisan and Prof. Tamir have each declared, and our Audit and Financial Statements Review
Committee has determined, that he or she complies with the criteria of an Independent Director under the Companies Law, and
each of Mr. Bar Nir and Mrs. Shapira has declared that he or she complies with the External Director requirements under the
Companies Law.
In addition to the External Directors, under the Companies Law and regulations thereunder, a director in a
company such as Elbit Systems, who qualifies as an independent director under the relevant non-Israeli rules relating to
independence standards, such as the Nasdaq director independence criteria, may be considered an Independent Director
pursuant to the Companies Law if such director meets certain conditions listed in the regulations, and provided such director
has been designated as such by the audit committee. The Audit and Financial Statements Review Committee has designated Mr.
Ben Zeev, Prof. Nisan and Prof. Tamir as Independent Directors under the Companies Law.
The terms of office of Mrs. Shapira and Mr. Bar Nir, the current External Directors on our Board, expire as
described under “External Directors” below. The other seven current directors were appointed at the annual general meeting of
shareholders held in December 2020. There are no service contracts or similar arrangements with any director that provide for
benefits upon termination of directorship.
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We are subject to Nasdaq rules relating to the composition and practices of our Board. Among other things, these
rules require that a majority of our directors be "independent" as defined in the applicable Nasdaq rules and that our Audit and
Financial Statements Review Committee, our Compensation Committee and our Corporate Governance and Nominating
Committee each be composed exclusively of such independent directors. We comply with these Nasdaq requirements because
(a) of our nine directors, the following five directors are independent under Nasdaq rules: Noaz Bar Nir, Yoram Ben Zeev,
Professor Ehood (Udi) Nisan, Bilha (Billy) Shapira and Professor Yuli Tamir and (b) our Audit and Financial Statements
Review Committee, our Compensation Committee and our Corporate Governance and Nominating Committee are each
composed exclusively of directors who are independent under the Nasdaq rules. Nominees for appointment or election as a
director are recommended by the Board’s Corporate Governance and Nominating Committee. See below “Corporate
Governance and Nominating Committee.”
Substitute Directors. The Articles of Association provide that any director may appoint another person to serve as
a substitute director. A substitute director must be qualified under the Companies Law to serve as a substitute of the relevant
director, and, under the Companies Law, in case the substituted director is an Independent Director as defined in the Companies
Law, the substitute director must also comply with the requirements of the Companies Law for Independent Directors, and a
substitute for an External Director must comply with the requirements of the Companies Law for External Directors and also
have the same type of financial and accounting expertise or professional competence as the director he or she replaces. If his
or her appointment is for more than one meeting it will be subject to the approval of the Board. Such person may not act as a
substitute director for more than one director at the same time. In addition, a Board committee member may not substitute for
another Board committee member in meetings of the applicable committee. The same rules, including compensation, will apply
to a substitute director as to the director who appointed him or her, and the substitute director may participate in Board and
Board committee meetings in the same manner as the appointing director (subject to any applicable independence criteria).
Subject to the Companies Law, a director who has appointed a substitute director may revoke the appointment at any time. In
addition, the office of a substitute director will be vacated at any time that the office of the director who appointed the substitute
is vacated for any reason. Any appointment or revocation of the appointment of a substitute director will be made by notice in
writing to the substitute director and Elbit Systems. The appointment or revocation, as the case may be, will become effective
on the later of the date of receipt of the above notice or the date fixed in the notice. Appointing a substitute director will not
release the appointing director from his/her liabilities, taking into account the applicable circumstances.
External Directors
Under the Companies Law publicly held Israeli companies are required to appoint at least two External Directors.
Among other requirements, for each publicly held company such as Elbit Systems that is considered to have a controlling
shareholder, a person may serve as an External Director if he or she meets the following requirements (the Affiliation
Requirements):
(1) if that person is not a Relative (for definition of the term "Relative" see Item 10. Addtional Information -
Approval of Certain Transactions - Personal Interest and Extraordinary Transactions) of the controlling
shareholder of that company and if that person (and each of that person’s Relatives, partners and employers),
or any person to whom he or she is subordinated (directly or indirectly), or any entity controlled by that person,
did not have, on the date of the person's appointment or at any time during the two years preceding that
person’s appointment as an External Director, any "Affiliation" (as defined in the Companies Law) with any
of:
(i) the applicable company;
(ii) the controlling shareholder of the applicable company or any of his or her Relatives on the date of
appointment; or
(iii) any entity controlled, on the date of such appointment or at any time within the preceding two years, by
the applicable company or by the controlling shareholder of the applicable company; and
(“Affiliation” means (subject to certain exceptions provided in regulations promulgated under the Companies
Law): (a) an employment relationship, (b) a business or professional relationship maintained on a regular
basis (excluding insignificant relationships), (c) control and (d) service as an office holder, excluding a
director appointed in order to serve as an External Director of a company that is about to offer its shares in an
Initial Public Offering.)
59
(2) if and so long as:
(i) no conflict of interest exists or may exist between that person’s role as a member of the board of directors
of the respective company and that person’s other positions or business activities; and
(ii) such position or business activities does not impair that person’s ability to serve as a director; and
(3) if and so long as:
(i) that person and each of that person’s Relatives, partners and employers, or any person to whom he or she
is subordinated directly or indirectly or any entity controlled by that person has no business or professional
relationships with any of the persons or entities mentioned in (1) above, even if such relationship is not on
a regular basis (other than a negligible relationship); and
(ii) no other consideration except as permitted under the Companies Law is paid to that person in connection
with that person’s position as a director in the relevant company; and
(4) if that person serves also as a member of the board of directors of another company, none of the External
Directors of that other company serves at the same time as a member of the board of directors of the
respective company; and
(5) if that person is not an employee of a securities authority or a stock exchange in Israel.
In general, at least one External Director must have financial and accounting expertise, and the other External
Director(s) must have professional competence as described below. However, in companies such as Elbit Systems that are
“dually listed” (for example traded on a stock exchange in both Israel and the U.S.), if one or more other directors who meet the
independence criteria applicable to members of the audit committee under the foreign applicable law (including stock exchange
rules) have been determined by the board of directors to have financial and accounting expertise then it is permissible for all of
the External Directors to have only “professional competence” as described below.
Under the relevant regulations of the Companies Law, a director has financial and accounting expertise if he or
she, based on his or her education, experience and qualifications, is highly skilled in respect of, and understands, business
accounting matters and financial statements in a manner that enables him or her to have an in-depth understanding of the
company’s financial statements and to stimulate discussion with respect to the manner in which the financial data is presented.
The evaluation of the financial and accounting expertise of a director is to be made by the board of directors taking into
account, inter alia, the parameters specified in the relevant regulations of the Companies Law.
A director has “professional competence” if he or she (a) has an academic degree in either economics, business
administration, accounting, law or public administration or an academic degree or other advanced degree in the company’s
main area of business or in a field relevant to such position, or (b) has at least five years experience in any of the following
positions or five years accumulated experience in two or more of them:
(1) a senior position in the business management of any corporate entity with a substantial scope of business;
(2) a senior public office or a senior position in the public service sector; or
(3) a senior position in the field of activity of the company.
The evaluation of the professional competence of a director is to be made by the board of directors.
According to the Companies Law and our Articles of Association, our External Directors serve for a three-year
term following which they may stand for up to two additional terms of three years each. Re-election of an External Director for
each additional period, beyond the first period, requires that he or she meets the Affiliation requirements and that he or she:
(1)
is recommended for re-election by one or more shareholders holding at least 1% of all voting rights of the
relevant company, and has no affiliations as listed in Section 245(a1)(1)(c) of the Companies Law;
(2)
is recommended for re-election by the board of directors of the relevant company; or
60
(3) proposes his or her nomination; and
in each case, the nomination is approved by the general meeting of shareholders of the relevant company with the
applicable majority requirements as provided by the Companies Law.
In addition, External Directors in companies such as Elbit Systems that are “dually listed” may stand for re-election
for additional terms of up to three years each beyond the first three terms, provided:
(1) the audit committee and the board a have each determined that in light of such External Director’s expertise
and unique contribution to the work of the board and its committees, his or her nomination for an additional
term of office is in the best interest of the company;
(2) his or her election was approved by the company's shareholders’ by a Special Uninterested Majority, provided
that, in this regard, (a) a Personal Interest, excludes a Personal Interest that does not result from such
shareholder’s relations with the controlling shareholder and (b) the External Director has no affiliations as
listed in Section 245(a1)(1)(c) of the Companies Law); and
(3) the term of office of the respective External Director and the reasons of the audit committee and the board for
the extension of the term were presented to the company's shareholders prior to their approval.
Our Articles of Association allow the External Directors of the Company to be elected to more than three terms of
service. According to the Companies Law, any committee of the Board must include at least one External Director, and all
External Directors must be members of the Audit and Financial Statements Review Committee and the Compensation
Committee.
Mrs. Shapira and Mr. Bar Nir currently serve as our Board’s External Directors. The first three-year term of office
of Mrs. Shapira ends in November 2022. The first three-year term of office of Mr. Bar Nir ends in August 2023. Mr. Bar Nir
was determined by the Board to have financial and accounting expertise under Israeli law, and Mrs. Shapira was determined by
the Board to have the applicable “professional competence” to serve as an External Director.
Audit and Financial Statements Review Committee.
Pursuant to Sections 114 and 171(e) of the Companies Law, the Companies Regulations (Provisions and Terms
for the Approval Process of the Financial Statements) – 5770 - 2010 (the Financial Statements Regulations), and Rule
5605(c)(1) of the Nasdaq Stock Market Inc. Market Place Rules (the Nasdaq rules), the Company has established an audit and
financial statements review committee (the Audit and Financial Statements Review Committee) as a standing committee of its
Board. In accordance with the requirements of the Companies Law and Financial Statements Regulations, the committee may
act as either an “audit committee” or “financial statements review committee.” Together, in these two frameworks, the Audit
and Financial Statements Review Committee performs the duties required under the Nasdaq Rules and the Companies Law to
be performed by an “audit committee” as well as the duties required under the Companies Law and the Financial Statements
Regulations to be performed by a “financial statements review committee”.
Currently, Mr. Bar Nir (chair), Mr. Ben Zeev, Prof. Nisan, Mrs. Shapira and Prof. Tamir are members of the
Audit and Financial Statements Review Committee. Mr. Ninveh is an observer in the meetings where the committee acts as a
financial statements review committee.
SEC and Nasdaq rules require that our Audit and Financial Statements Review Committee be composed solely of
independent directors and that at least one member of such committee be financially sophisticated as defined under SEC rules.
We comply with these SEC and Nasdaq requirements because each member of our Audit and Financial Statements Review
Committee is independent, and our Board has determined that both Mr. Bar Nir and Prof. Nisan satisfy the SEC’s financial
sophistication requirement.
Audit and Financial Statements Review Committee - Acting as the Audit Committee
In accordance with the Companies Law, an audit committee must consist of at least three directors qualified to
serve as members of an audit committee under the Companies Law, including all External Directors, and must be comprised of
a majority of directors meeting certain independence criteria of the Companies Law. The chair of the audit committee must be
an External Director. We comply with these rules because all of the Committee members meet the independence criteria of the
Companies Law, all of our External Directors are members of the Committee and the chair of the Committee is an External
Director.
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In addition to its other roles, under the Companies Law the audit committee of a public company such as Elbit
Systems is required:
(1) to locate deficiencies in the administration of the company's business, inter alia by consulting with the
company's internal or external auditors, and to make proposals to the board of directors regarding ways of
correcting such deficiencies;
(2) to determine (i) whether a competitive process or other proceedings will be conducted prior to the company
engaging in certain transactions, (ii) the classification of certain acts as “material” or “non-material” and
certain transactions as “extraordinary” or “non-extraordinary”, (iii) how to approve certain transactions that
the audit committee deems non-negligible and the types of non-negligible transactions that are subject to
approval of the audit committee and (iv) to pre-determine principles and guidelines for the proceedings
listed above;
(3) to decide whether to approve acts and transactions requiring the approval of the audit committee under
sections 255 and 268 to 275 of the Companies Law;
(4) if the board of directors approves the audit plan of the internal auditors – to examine such plan and suggest
amendments prior to it being presented to the board of directors;
(5) to oversee the performance of the company’s internal auditor and the internal control functions, including
the determination whether the internal auditor has sufficient tools and resources required for the
performance of his or her duties, taking into account, among other factors, the particular requirements of
the company and its size;
(6) to examine the scope and fees of the external auditor; and
(7) to establish a “whistleblower” process for the company.
The Audit and Financial Statements Review Committee, when acting as the audit committee, operates in
accordance with a charter that provides the framework for its oversight functions consistent with Israeli and U.S. legal and
regulatory requirements. The charter is published on our website. The Audit and Financial Statements Review Committee,
when acting as the audit committee, meets from time to time as required and also conducts annual assessments of the
sufficiency of its charter and of the Committee’s compliance with its obligations. See Item 16A. Audit Committee – Financial
Expert and Item 16D. Exemptions from the Listing Standards for Audit Committees.
Audit and Financial Statements Review Committee - Acting as the Financial Statements Review Committee
Pursuant to the Israeli Companies Regulations (Financial Statements Approval Procedure), 5770-2010, the
financial reports of a public company such as Elbit Systems may be brought for discussion and approval of the board only after
a financial statements review committee has discussed and formulated recommendations to the board in connection with:
(1) the estimations and assessments made in connection with the financial statements;
(2) the internal controls related to financial reporting;
(3) the completeness and adequacy of disclosure in the financial statements;
(4) the accounting and auditing principles and practices, including the accounting policies adopted and accounting
treatments applied in the material matters of the company; and
(5) value evaluations, including the assumptions and estimates on which evaluations are based, and the supporting
data in the financial statements.
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The Audit and Financial Statements Review Committee, when acting as the financial statements review
committee, operates pursuant to the terms of a charter that is published on our website. Pursuant to the Israeli Companies
Regulations (Financial Statements Approval Procedure), 5770-2010, a financial statements review committee must consist of at
least three members, the chair of the committee must be an External Director, and the majority of its members must be
directors who meet certain independence requirements of the Companies Law, and, among other criteria, all of its members
must be able to read and understand financial statements, with at least one of the independent members having financial and
accounting expertise.We comply with such requirements because the chair of the Committee is an External Director, our
Committee has five members, all of which meet the independence criteria of the Companies Law and are able to read and
understand financial statements and Mr. Bar Nir and Prof. Nisan have been determined by the Board to have financial and
accounting expertise.
Compensation Committee
Mrs. Shapira (chair), Mr. Ben Zeev and Mr. Bar Nir are members of the Board’s compensation committee
(Compensation Committee). Pursuant to the Companies Law (see above “Compensation of Directors and Executive Officers -
Compensation Policy”), the compensation committee of a public company, such as Elbit Systems, is required to consist of at
least three members, and all of the External Directors must be members of the committee (one of which to be appointed as the
chair) and constitute the majority thereof. The remaining members must be directors who qualify to serve as members of the
audit committee as defined in the Companies Law and whose compensation is in accordance with the compensation
requirements applicable to the External Directors. Furthermore, all of the Committee members must comply with the
independence requirements of the SEC and Nasdaq. All of our Compensation Committee members have been determined to be
independent as defined by the applicable Nasdaq rules and those of the SEC and have been determined to be eligible to be
members of a compensation committee in accordance with the Companies Law. The chair of our Compensation Committee is
an External Director, and the majority of the Committee members are External Directors.
In addition to its other roles, under the Companies Law the compensation committee of a public company such as
Elbit Systems is required:
(1) to recommend to the board of directors the compensation policy for the company’s Office Holders to be
adopted by the company, and thereafter to recommend to the board of directors, once every three years,
regarding any extension or modifications of such compensation policy that had been approved for a period of
more than three years;
(2) from time to time to recommend to the board of directors any updates required to the compensation policy
and examine the implementation thereof;
(3) to determine whether to approve transactions regarding the Employment Terms of Office Holders, if such
transactions require the committee’s approval in the circumstances referenced in Section 118B(3) of the
Companies Law; and
(4) in certain situations described in the Companies Law, to determine whether to exempt Employment Terms of
a candidate for the position of CEO of the company from the requirement to obtain shareholder approval.
According to the Companies Law, Employment Terms of a public company’s Office Holders must be approved
by the compensation committee and the board. In addition, with respect to Employment Terms of the CEO, a director or any
Office Holder where the Employment Terms are not consistent with an approved compensation policy or for an Office Holder
who is also considered a controlling shareholder (or such controlling shareholder’s Relative), approval by the company’s
shareholders is also required in accordance with the applicable majority requirements of the Companies Law. For further
information see above “Compensation of Directors and Executive and Executive Officers - Compensation Policy”, Item 10.
Additional Information – General Provisions of Israeli Law and Related Provisions of Articles of Association – Office Holders
and Item 10. Additional Information - Approval of Certain Transactions - Approval of Employment Terms of Office Holders.
Our Compensation Committee operates in accordance with a Compensation Committee charter that provides the
framework for its oversight functions consistent with Israeli and U.S. legal and regulatory requirements, including with the
amended compensation committee listing rules of the Nasdaq. The charter is published on our website.
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Corporate Governance and Nominating Committee
Mr. Ben Zeev (chair), Mrs. Shapira and Mr. Bar Nir are members of the Board’s corporate governance and
nominating committee (Corporate Governance and Nominating Committee). This Committee operates in accordance with a
Corporate Governance and Nominating Committee charter that specifies its oversight functions consistent with Israeli and U.S.
legal and regulatory requirements. The charter is published on our website. The role of the Corporate Governance and
Nominating Committee is to:
(1) develop, recommend, oversee and review the Board’s compliance with legal and regulatory requirements,
with respect to the composition, functions and performance of the Board and its committees, including Israeli
and U.S. legal and regulatory requirements applicable to the Company as a dually listed company that impact
the administration and functioning of the Board and the composition of the Board and its committees; and
(2) nominate and recommend members to be elected to the Board.
All of the committee members of such a committee must comply with the independence requirements of the SEC
and Nasdaq, and at least one of them must be an External Director under the Companies Law. We comply with such
requirements because all of the members of the Corporate Governance and Nominating Committee have been determined to be
independent as defined by the applicable Nasdaq rules and those of the SEC, and two of them are External Directors. In
recommending director candidates, our Corporate Governance and Nominating Committee takes into consideration such factors
as it deems appropriate based on our current needs. See Item 16.G. Corporate Governance.
Board Committee Membership
Audit and Financial Statements Review
Committee:
Corporate Governance and
Nominating Committee:
Compensation Committee:
Noaz Bar Nir
(chair)
Yoram Ben Zeev
Ehood (Udi) Nisan
Bilha (Billy) Shapira
Yuli Tamir
Yoram Ben Zeev
(chair)
Noaz Bar Nir
Bilha (Billy) Shapira
Bilha (Billy) Shapira
(chair)
Noaz Bar Nir
Yoram Ben Zeev
Board and Committee Meetings
The Board meets quarterly and at other times during the year as necessary to conduct its activities. The Audit and
Financial Statement Review Committee, in each of its roles as either the audit committee or the financial statements review
committee, meets at least quarterly, and the Compensation Committee and Corporate Government and Nominating Committee
each meet at least annually. In addition, in accordance with the applicable Nasdaq rules, our independent directors conduct
executive sessions at least twice a year. Each of the committees also meets at additional times during the year as may be
necessary to carry out its functions. During 2020, the average attendance for Board members at Board and committee meetings
was approximately 98.6%.
Employees
Number of Employees. Most of our employees are based in Israel, and we have a significant number of
employees in the United States. The total number of employees worldwide and the number of employees in the U.S. at the end
of 2018, 2019 and 2020 were as follows:
2020
2019
2018
Total
Employees
U.S.
Employees
16,676
16,575
16,149
2,703
2,580
2,001
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Employment Contracts. The majority of our Israeli employees have individual employment contracts. However,
by law some employees receive rights under a number of general collective bargaining agreements and under Israeli
employment laws. See Item 4. Information on the Company – Conditions in Israel – Israeli Labor Laws. We believe our overall
relationship with our employees is satisfactory.
Collective Bargaining Agreements. In Israel, several of our wholly-owned subsidiaries are each parties to
collective bargaining agreements covering a portion of their employees. A total of approximately 5,290 employees in Israel are
covered by such agreements that extend for various periods ranging from 2021 - 2026. Approximately 500 of the employees at
Elbit Systems of America’s operations are covered by collective bargaining agreements in effect through various periods
through July 2024.
Share Ownership
As of March 15, 2021, the ownership by the members of our Board and by our executive officers of our ordinary
shares (either actual ordinary shares or ordinary shares that the person has the right to acquire within 60 days as the result of the
exercise of an option), was as follows (in each case, based on information that each applicable person has provided to us):
(1)
(2)
(3)
Michael Federmann, the chair of our Board, has the right to control the voting of the 19,580,342 ordinary
shares (i.e., approximately 44.3% of our outstanding ordinary shares) that are owned, directly and
indirectly, by FEL (the FEL Share Position);
David Federmann, a member of our Board and the son of Michael Federmann, has an indirect non-voting
economic interest in the FEL Share Position; and
Except as provided above, as of March 15, 2021, no individual director or executive officer beneficially
owned (as determined under SEC rules) 1% or more of our outstanding ordinary shares.
For further information on the FEL Share Position, including the indirect economic interests of Michael Federmann
and David Federmann, and the shareholdings of other members of the Board and executive officers see Item 7. Major
Shareholders and Related Party Transactions - Major Shareholders - Percentages. The ordinary shares beneficially owned by
the above-mentioned persons have the same voting rights as all of our other outstanding ordinary shares.
Elbit Systems’ Stock Option Plans
2018 - Equity Incentive Plan for Executive Officers
On February 27, 2018, our Board approved the 2018 Equity Incentive Plan for Executive Officers (as may be
amended from time to time - the Plan), for a period of eight years. The purpose of the Plan is to link the compensation and
benefits of our executive officers with the future growth and success of the Company and its affiliates and with long-term
shareholder value. Our Board has also approved the appointment of our Compensation Committee as the administrator of the
Plan. Under the Plan, the Company may allocate options to its Israeli resident executive officers, subject to receipt of approvals
as required under Israeli Law, to be exercised using a “Net-Exercise Mechanism" (Options), which entitles the recipients to
exercise the Options for an amount of shares reflecting only the benefit factor. On February 27, 2018, the Board approved an
Option pool of 1,000,000 Options. On February 1, 2021, the Board approved amendments to the Plan that increased the pool of
Options permitted to be granted under the Plan to 1,500,000 Options (an increase of 500,000 Options) and extended the
duration of the Plan by an additional three years.
The Options are granted under the provisions of Section 102 of the Israeli Income Tax Ordinance [New Version]
of 1961 as may from time to time be amended, with respect to the “capital gain tax route”, as well as in compliance with the
Israeli Income Tax Rules (Tax Relief in Issuance of Shares to Employees) 2003, as amended from time to time.
The exercise price of an Option is denominated in U.S. dollars and is the higher of:
(1) the average of the closing share price of Elbit Systems ordinary shares on the TASE, during the period of thirty
(30) trading days preceding, but not including, the date on which our Board approves the granting of the
respective Options (Date of the Board Resolution) converted into the U.S. Dollars by applying the average
representative U.S. dollar - NIS exchange rate during such thirty (30) trading days period; or
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(2) the closing share price of our ordinary shares on the TASE on the last trading date preceding the Date of the
Board Resolution, converted into the U.S. Dollars by applying the representative U.S. dollar - NIS exchange
rate most recently published by the Bank of Israel prior to the Date of the Board Resolution.
The grant date of Options to a recipient is determined to be the later of (the Grant Date):
(1) the Date of the Board Resolution;
(2) the first trading day after a period of thirty (30) days has elapsed from the date the Plan is filed with the Israeli
Tax Authorities; or
(3) where applicable, the date on which the required corporate approvals have been obtained.
Granted Options vest, subject to continued employment of the participant with the Company or a subsidiary, as
follows: forty percent (40%) on the second anniversary of the Grant Date, with the remaining sixty percent (60%) of the
Options vesting twenty percent (20%) each on the third, fourth and fifth anniversary of the Grant Date, respectively.
The Plan includes customary terms such as adjustments for capital modifications (reverse stock split, stock split,
etc.), rights offering restructuring (split, merger, etc.) and the like. Under the Plan, vesting of Options of a participant will be
fully accelerated in case his or her employment is terminated by the Company without cause within a period of twelve (12)
months following any change of control over the Company. The Plan also allows, subject to approvals of the Compensation
Committee and the Board, acceleration, continued vesting and exercisability of the Options, as well as post-termination exercise
periods, in case of termination of employment without cause, or as a result of death or disability. For further information on the
terms of the Plan see the 2018 Equity Incentive Plan for Executive Officers filed as Exhibit 4.2 to this annual report of Form
20-F.
Israeli law does not require approval by our Company’s shareholders for an equity incentive plan such as the Plan
nor for its amendment. In compliance with Nasdaq Rule 5615(a)(3) allowing a foreign private issuer to follow its home country
practice in lieu of certain requirements of Nasdaq’s 5600 series of corporate governance rules, we provided the Nasdaq with a
legal opinion of an independent Israeli law firm confirming the above (See Item 16.G - Corporate Governance). On March 20,
2018, the Company filed with the SEC a Registration Statement on Form S-8 (No. 333-223785) for the registration under the
U.S. securities laws of the underlying shares that may be issued upon exercise of one million (1,000,000) Options under the
Plan.
Item 7.
Major Shareholders and Related Party Transactions.
Major Shareholders
Percentages
As of March 15, 2021, we had 44,200,164 ordinary shares outstanding. The following table sets forth specific
information as of March 15, 2021, to the best of our knowledge, concerning:
•
•
beneficial ownership of more than 5% of our outstanding ordinary shares; and
the number of ordinary shares beneficially owned by all of our executive officers and directors as a group.
(Ordinary shares that a person has the right to acquire within 60 days of March 15, 2021 through the exercise
of Options under the Plan - see footnote (4) below - are deemed outstanding for purposes of computing the
percentage ownership of the person holding such rights, but are not deemed outstanding for purposes of
computing the percentage ownership of any other person, except with respect to the percentage ownership of
all executive officers and Board members as a group.)
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Name of Beneficial Owner
Federmann Enterprises Ltd.
99 Hayarkon Street
Tel-Aviv, Israel
All executive officers and directors as a group (24 persons)
Amount Owned
Percent of
Ordinary Shares(1)
19,580,342
(2)
31,367 (3) (4)
44.3 %
0.07 %
(1) Based on 44,200,164 ordinary shares outstanding as of March 15, 2021.
(2) Includes 3,836,458 ordinary shares held by Heris Aktiengesellschaft (Heris). Heris is owned, directly and
indirectly, by Federmann Enterprises Ltd. (FEL). FEL is controlled by Beit Federmann Ltd. (BFL). BFL is
controlled by Beit Bella Ltd. (BBL) and Beit Yekutiel Ltd. (BYL). Michael Federmann is the controlling
shareholder of BBL and BYL. He is also the chair of Elbit Systems’ Board and the chair of the board and the
chief executive officer of FEL. Therefore, Mr. Federmann controls, directly and indirectly, the vote of
ordinary shares owned by Heris and FEL (approximately 44.3% of our outstanding ordinary shares). In
addition, Michael Federmann is the trustee of a trust on behalf of his sister, Irith Federmann-Landeau, that
holds an indirect non-voting economic interest of approximately 7.76% in our outstanding ordinary shares
through an indirect approximately 17.5% non-voting interest in FEL. Michael Federmann and his sons, David
(who also serves as a member of the Elbit Systems Board), Gideon and Daniel Federmann, collectively hold
an indirect economic interest equivalent to approximately 27.4% of our outstanding ordinary shares, with
Michael Federmann holding an approximately 7.7% economic interest and each of his sons an approximately
6.6% economic interest. In connection with loans obtained from time to time by FEL from two Israeli banks,
FEL has pledged to the banks an aggregate of 3,000,000 of our ordinary shares as security for the loans.
(3) This amount does not include any ordinary shares that may be deemed to be beneficially owned by Michael
Federmann or David Federmann as described in footnote (2) above.
(4) The Plan includes a “Net Exercise Mechanism” that entitles the recipients to exercise Options for an amount
of shares reflecting only the benefit factor. For further information regarding the Plan see Item 6. Directors,
Senior Management and Employees - Share Ownership - Elbit Systems' Stock Option Plan - 2018 - Equity
Incentive Plan for Executive Officers as well as the Elbit Systems Ltd. 2018 Equity Incentive Plan for
Executive Officers, filed as Exhibit 4.2 to this annual report of Form 20-F. The number of ordinary shares
reflected above as owned by all executive officers and directors as a group was calculated based on an
exercise on March 15, 2021, which is a theoretical date. The number of ordinary shares that will actually be
issued will vary, depending on the date of exercise and the market price of the ordinary shares on such date.
The aggregate number of Options granted to executive officers that are exercisable on or within 60 days
following March 15, 2021 is 318,000 Options.
Rights in Shares, Significant Changes in Shareholders and Controlling Shareholders
Our controlling shareholder generally has the same voting rights as other holders of our ordinary shares. See also
Exhibit 2.1 - Description of Securities.
We are not aware of any changes in the number of shares held by our major shareholders during the last three
years.
As of March 15, 2021, approximately 11% of our outstanding ordinary shares were held in the United States by
approximately 132 shareholders of record registered on the books of our transfer agent.
We are not aware of any arrangement which may result in a change in control of the Company.
In April 2019, we sold in a private placement to institutional investors in Israel 1,408,921 of our ordinary shares,
at a price per share equal to $131.81. These shares were previously held by us as treasury shares. As part of the private
placement the shares were registered with the SEC on Form F-3 that was filed on April 8, 2019.
On September 30, 2020, we filed a shelf prospectus with the Israeli Securities Authority and with the TASE,
under which we may issue, from time to time, different type of securities pursuant to filing supplemental shelf offering reports.
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The shelf prospectus would typically be effective for two years, unless extended with the consent of the Israeli Securities
Authority.
Related Party Transactions
The Company engages from time to time, in the normal course of business, in transactions with related parties
(including with companies affiliated with FEL, the Company’s major shareholder) for certain goods and services, such as
purchase of materials, hotel services and catering services. Related party transactions also include, among others, such
transactions with entities in which an Office Holder of the Company serves as a director. The Company does not believe its
transactions with related parties during the annual period commencing on January 1, 2020 are either material to the Company or
unusual in their nature or conditions. All transactions with related parties are approved in accordance with the requirements of
the Companies Law. For further information regarding approval of transactions with related parties see Item 10. Additional
Information – Approval of Certain Transactions.
For further information regarding certain transactions between the Company and related parties as well as entities
in which we hold less than a controlling interest see Item 18. Financial Statements – Note 27.
Item 8.
Financial Information.
Consolidated Statements and Other Financial Information
See Item 18. Financial Statements.
Export Sales
Our international sales (outside Israel) constitute a significant portion of our sales. In 2020, these sales were
approximately $3.56 billion, constituting approximately 76% of our total sales. For further information regarding the allocation
of our revenues by geographic region see Item 5. Operating and Financial Review and Prospects – 2020 Compared to 2019 –
Revenues.
Legal Proceedings
The Company is involved in various legal proceedings from time to time. For a discussion of our significant legal
proceedings see Item 18. Financial Statements - Note 21C.
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Dividend Distributions
We do not have an established dividend policy. Regarding declarations of dividends out of certain tax-exempt
income see below Item 10. Additional Information – Taxation – Investment Law. Our Articles of Association provide that the
Board may approve dividend payments to shareholders out of surplus earnings as permitted by applicable law. We have
consistently paid a quarterly dividend to our shareholders.
Our aggregate quarterly dividend payments for the last three full fiscal years were as follows:
2018
2019
2020
$
$
$
1.76 per share
1.76 per share
1.67 per share
Other than any significant event that may be described in this annual report, there have not been any significant
changes since December 31, 2020.
Item 9.
The Offer and Listing.
Share Listings and Trading Prices
Our ordinary shares are listed on the TASE and on Nasdaq and are quoted under the symbol “ESLT”.
Item 10.
Additional Information.
General Provisions of Israeli Law and Related Provisions of Articles of Association
Israeli Companies Registrar. We are registered with the Israeli Companies Registrar. The registration number
issued to us by the Companies Registrar is 52-004302-7.
The Companies Law and Restated Articles of Association. The Companies Law is the basic corporation law
governing Israeli publicly and privately held companies. The Companies Law mandates that specific provisions be included in
an Israeli company’s articles of association, which are included in Elbit Systems’ Restated Articles of Association (the Articles
of Association).
Purpose. Our purpose, as stated in Article 3 of the Articles of Association, includes any lawful purpose.
Appointment and Removal of Directors. Under our Articles of Association our directors (except for External
Directors - see Item 6. Directors, Senior Management and Employees - Board Practices - External Directors) are elected by the
shareholders at the annual meeting by a simple majority of our ordinary shares. Directors generally hold office until the next
annual general meeting. Under certain circumstances, our Board may appoint new directors to fill vacancies. For further
information see Item 6. Directors, Senior Management and Employees – Directors and Executive Officers – Board of Directors.
Internal Auditor. Israeli public companies are required to appoint an internal auditor who was initially
recommended by the audit committee. The main role of the internal auditor is to examine whether the company’s activities are
conducted in accordance with the law, with integrity and pursuant to orderly business procedures. Our internal auditor operates
in accordance with our Audit and Financial Statements Review Committee charter that provides the framework for the
committee’s oversight of the internal auditor’s functions, consistent with applicable Israeli and U.S. laws and regulations.
Under the Companies Law, the internal auditor may not be an Office Holder (see below "Office Holder"), an “interested
party” (as defined below) or a "Relative" (see below "Approval of Certain Transactions - Personal Interest and Extraordinary
Transactions") of any of the foregoing, nor may the internal auditor be the company’s independent auditor or its representative.
An “interested party” is generally defined in the Companies Law as any person who (a) serves as a director or the chief
executive officer of the company, (b) has the right to appoint a director or chief executive officer or (c) owns 5% or more of the
issued share capital or the voting rights.
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Office Holders
An "Office Holder" is defined under the Companies Law as a director, general manager, chief business manager,
deputy general manager, vice general manager, any other person who fulfills these functions without regard to that person’s title
and any other manager directly subordinate to the general manager. Under the Companies Law, the general manager of a
corporation has authority equivalent to that of a president or chief executive officer of a U.S. corporation. For such purposes,
our general manager is Bezhalel Machlis, our President and Chief Executive Officer. Each person listed as a director or
executive officer in Item 6. Directors - Senior Management and Employees - Directors and Executive Officers, is an Office
Holder of Elbit Systems.
The Companies Law specifies the fiduciary duties that an Office Holder owes to a company, which consist of a
duty of care and a duty of loyalty. Under the Companies Law, an Office Holder’s duty of loyalty includes the general duty to
act in good faith and for the benefit of the company, avoiding any conflict of interest between the Officer Holder’s position in
the company and his or her other positions or personal affairs. The duty of loyalty also includes avoiding any competition with
the company and any exploitation of a business opportunity of the company in order to receive personal advantage for the
Office Holder or others. Also, the Office Holder is required to disclose to the company any information or documents relating
to the company’s affairs that the Office Holder has received due to his or her position as an Office Holder. Under the
Companies Law, voting agreements among directors or a director’s failure to exercise independent judgment while voting are
considered breaches of the duty of loyalty. The duty of care requires, among other obligations, that an Office Holder acts in a
way that a reasonable Office Holder would act in the same position and under similar circumstances. This includes the duty to
utilize reasonable means to obtain information regarding the advisability of a given action submitted for his or her approval or
performed by virtue of his or her position and all other relevant information pertaining to such actions.
Some members of our Board are also directors of FEL or companies controlled by FEL. Therefore, in the event of
an issue or transaction between Elbit Systems and any of those companies, those individuals who are affiliated with both of the
applicable companies will be excluded from any decisions concerning such issue or transaction. In addition, an issue or
transaction with any of such companies also requires authorization in accordance with the requirements of the Companies Law.
See below “Approval of Certain Transactions” and “Provisions Relating to Major Shareholders”.
Arrangements in connection with the Employment Terms (see Item 6. Directors, Senior Management and
Employees - Compensation of Directors and Executive Officers - Compensation Policy) of Elbit Systems’ Office Holders
require special authorizations. See below “Approval of Certain Transactions - Approval of Employment Terms of Office
Holders”.
Other transactions with Office Holders and affiliates may also require authorization in accordance with the
requirements of the Companies Law. See below “Approval of Certain Transactions”.
Approval of Certain Transactions
Approval Procedures. The Companies Law requires that certain transactions, actions and arrangements, mainly
with related parties including Office Holders, be approved in the manner provided for in the Companies Law and in a
company’s articles of association, which in many cases includes approval by the audit committee or the compensation
committee and by the board of directors. In some cases shareholder approval is also required.
Personal Interest and Extraordinary Transactions. The Companies Law requires that an Office Holder or a
controlling shareholder of a publicly traded company immediately disclose, and no later than the first board meeting at which
the transaction is discussed, any Personal Interest, as defined below, that he or she may have, and all related material
information known to him or her, in connection with any existing or proposed transaction of the company. A person with a
Personal Interest in any such transaction that is brought for approval of the audit committee or board of directors may not be
present at the meeting where the transaction is being deliberated or approved (unless the chair of the audit committee or the
board, as the case may be, determines that such person’s presence at the meeting is required for presentation of the relevant
transaction) and, in case such person is a director, he or she may not vote on the matter, unless a majority of the members of the
audit committee or of the board of directors (as the case may be) have a Personal Interest in the approval of the relevant
transaction, in which case the directors having such Personal Interest may be present and may participate in the vote. If,
however, the majority of the members of the board of directors have a "Personal Interest" in such transaction, the approval of
the shareholders is also required.
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In accordance with the Companies Law:
“Personal Interest” means a personal benefit, gain or other interest derived by a person from approving the
respective act or transaction. Any benefit or interest arising solely from holding a company’s shares is not considered such a
personal benefit or other interest under the Companies Law. Such personal benefit and other interest includes any personal
benefit or other interest of:
(1) a person’s Relative;
(2) any entity in which a person or any of his or her Relatives either:
(i) holds 5% or more of such entity’s issued share capital or voting rights;
(ii) has the right to appoint a director to such entity’s board of directors or the chief executive officer thereof;
or
(iii) is a member of such entity’s board of directors or serves as the chief executive officer thereof; or
(3) anyone voting by proxy or granting a proxy on behalf of such person with respect to the applicable
transaction, whether the proxy holder has discretion to vote or not.
An "Extraordinary Transaction" is a transaction:
(1) other than in the ordinary course of business;
(2) other than on market terms; or
(3) likely to have a material impact on the company’s profitability, assets or liabilities.
“Relative” means any of the following:
(1) a spouse, brother, sister, parent, grandparent or descendant;
(2) the descendant, brother, sister or parent of a spouse of a person mentioned in (i); or
(3) the spouse of any of the persons mentioned in (i) or (ii).
Approval of Transactions
In accordance with the Companies Law the transactions specified below require the following approvals, provided
always that such transaction is for the benefit of the company:
(1) approval of the board of directors - a transaction with an Office Holder, other than arrangements in
connection with Employment Terms, or a transaction in which an Office Holder has a Personal Interest,
where the audit committee has determined that such transaction is not an Extraordinary Transaction, unless
the company’s articles of association provide otherwise;
(2) approval of both the audit committee and the board of directors:
(i)
a transaction with an Office Holder, other than arrangements in connection with Employment Terms,
or a transaction in which an Office Holder has a Personal Interest, where the audit committee has
determined such transaction to be an Extraordinary Transaction;
(ii)
a material action or arrangement (unrelated to employment terms) that may otherwise be considered a
breach of fiduciary duty by an Office Holder; or
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(iii)
an Extraordinary Transaction of a public company with its controlling shareholder or with another
person in which the controlling shareholder has a Personal Interest, including a private offering in
which the controlling shareholder has a Personal Interest, as well as an agreement of a public company
with its controlling shareholder or his or her Relatives, directly or indirectly, including through a
company controlled by him or her, regarding the grant of services to the applicable company, as the
case may be (and regarding his or her employment terms if the controlling shareholder or his or her
Relatives is an employee of the company but he or she is not an Office Holder); and
(3) approval of both the compensation committee and the board of directors - an arrangement regarding
Employment Terms of an Office Holder or of a controlling shareholder or his or her Relatives as Office
Holders of the company.
Except for certain exemptions specified under the Companies Law, the transactions and arrangements described
above may also require shareholder approval, including, where applicable, by a Special Uninterested Majority. In addition, the
Companies Law requires re-approval every three years with respect to some of the matters referred to above. Re-approval when
applicable is required by the audit committee or the compensation committee, as the case may be, the board of directors and,
except for certain specific exemptions, by the shareholders. See below "Exemption, Insurance and Indemnification of Directors
and Officers - Exemption, Insurance and Indemnification of Directors and Officers under the Articles of Association" and also
"Provisions Relating to Major Shareholders".
Under the Companies Law, the audit committee of a publicly held company such as Elbit Systems is also required
to determine whether to carry out competitive procedures or other procedures before any engagement in a transaction, even if
such transaction is not Extraordinary, with a controlling shareholder or in which a controlling shareholder has a Personal
Interest.
Approval of Employment Terms of Office Holders
In accordance with the Companies Law, approval by both the compensation committee and the board of directors
is required for all arrangements regarding Employment Terms of an Office Holder. In addition, the Companies Law requires
that we also obtain the approval of our shareholders for any Employment Terms arrangement with (i) our CEO; (ii) a director;
(iii) any other Office Holder where the Employment Terms are not consistent with an approved compensation policy or (iv) an
Office Holder that is also considered a controlling shareholder (or his or her Relative). Except with respect to Employment
Terms of a director that are consistent with the company's compensation policy, such shareholder approval requires a Special
Uninterested Majority. See Item 6. Directors, Senior Managers and Employees - Compensation of Directors and Executive
Officers - Compensation Policy.
In accordance with the Companies Law, the compensation committee may determine that an arrangement in
connection with Employment Terms of a candidate for the position of the CEO of a public company is exempt from the
approval by the shareholders of the company, provided that: (i) the CEO candidate is independent based on criteria set forth in
the Companies Law; (ii) the compensation committee determines, based on detailed reasons, that bringing the arrangement to
the approval of the shareholders may compromise completing the arrangement; and (iii) the Employment Terms are consistent
with the company’s approved compensation policy.
In addition, pursuant to the Companies Law, in special cases the compensation committee and the board of
directors may approve Employment Terms of an Office Holder (other than a director or a controlling shareholder, but including
the CEO) that requires the approval of the shareholders as specified above, even if the shareholders do not approve such
Employment Terms, provided that:
(1) both the compensation committee and the board of directors re-discussed the relevant Employment Terms
and decided to approve them despite the shareholders’ objection, based on detailed reasons; and
(2) the company is not a “Public Pyramid Held Company”. A “Public Pyramid Held Company” is a public
company that is controlled by another public company (including by a company that only issued debentures
to the public), which is also controlled by another public company (including a company that only issued
debentures to the public) that has a controlling shareholder.
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Changes of the terms of a current arrangement regarding Employment Terms of an Office Holder (other than a
director or a controlling shareholder) require only the approval of the compensation committee, if the compensation committee
has determined that such changes are not material.
For further information see above “General Provisions of Israeli Law and Related Provisions of Articles of
Association - Office Holders” and Item 6. Directors, Senior Management and Employees - Compensation of Directors and
Executive Officers - Compensation Policy.
Exemption, Insurance and Indemnification of Directors and Officers
Exemption, Insurance and Indemnification under the Companies Law
Under the Companies Law, an Israeli company may not exempt an Office Holder from liability with respect to a
breach of his or her duty of loyalty, but may exempt in advance an Office Holder from his or her liability to the company, in
whole or in part, with respect to a breach of his or her duty of care, provided that a relevant provision is included in the
company’s articles of association. However, a company may not exempt in advance a director from his or her liability to the
company with respect to a breach of duty of care in connection with a distribution made by the company.
To the extent specifically allowed by the company’s articles of association, the Companies Law permits a
company to obtain an insurance policy covering liabilities of Office Holders resulting from their actions in fulfilling their roles
as Office Holders, in any of the following instances:
(1)
breach of the Office Holder’s duty of care to the company or to another person;
(2)
breach of the Office Holder’s duty of loyalty to the company, to the extent that the Office Holder acted in
good faith and had a reasonable basis to believe that the act would not prejudice the interests of the
company; or
(3) monetary liabilities imposed on the Office Holder for the benefit of another person.
The Israeli Securities Law – 1968 (Securities Law) also permits such an insurance policy to cover a payment
which an Office Holder is obligated to make to an injured party as set forth in the relevant sections of the Securities Law, as
well as expenses incurred by an Office Holder in connection with certain proceedings that are specified in the Securities Law,
including reasonable litigation expenses (including attorneys’ fees), provided that a relevant provision is included in the
company’s articles of association.
Under the Companies Law, a company may indemnify an Office Holder against monetary liabilities and expenses
imposed on or incurred by the Office Holder as a result of an act done by virtue of his or her role as an Office Holder for the
following matters:
(1) financial liability imposed on the Office Holder in favor of another person pursuant to a judgment, including a
judgment in the course of settlement arrangements or an arbitrator’s award approved by a court;
(2) reasonable litigation expenses, including attorneys’ fees, incurred by the Office Holder in an investigation or
proceeding that has concluded without an indictment being filed and without any monetary liabilities being
imposed on the Office Holder in lieu of criminal proceedings or has concluded without the filing of any
indictment but with the imposition of monetary liability in lieu of criminal proceedings in an offense that does
not require proof of criminal intent or in connection with a monetary sanction; and
(3) reasonable litigation expenses, including attorneys’ fees, incurred by the Office Holder or imposed by a court
in a proceeding instituted against the Office Holder by the company, on its behalf or by any other person, or
in connection with criminal proceedings in which the Office Holder was acquitted, or as a result of a
conviction for an offense that does not require proof of criminal intent.
Under the Companies Law, a company may indemnify an Office Holder in respect of certain liabilities, either in
advance of an event or following an event. If a company undertakes to indemnify an Office Holder in advance of an event, the
indemnification, pursuant to (i) above, must be limited to foreseeable events in light of the company’s actual activities at the
time the company undertook such indemnification and also limited to amounts or criteria determined by the board of directors
as reasonable under the circumstances, and the undertaking to indemnify will specify any such events, amounts or criteria.
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In addition, a company may indemnify, including in advance, an Office Holder in respect of payments that the
Office Holder is obligated to make to an injured party as set forth in the relevant sections of the Securities Law, as well as
expenses incurred by an Office Holder in connection with certain proceedings that are specified in the Securities Law, including
reasonable litigation expenses (including attorneys’ fees). These indemnifications are subject to the inclusion of relevant
provisions in the company’s articles of association.
A company may not indemnify an Office Holder or enter into an insurance contract that would provide coverage
for, or exempt an Office Holder from, liability to the company with respect to any of the following:
(1) a breach of duty of loyalty, except indemnification or insurance that provides coverage for a breach of a duty
of loyalty to the company while acting in good faith and having a reasonable basis to believe that such act
would not prejudice the interests of the company;
(2) a willful or reckless breach of duty of care, other than mere negligence;
(3) an act done with the intent to unlawfully realize a personal gain;
(4) a fine, monetary penalty or forfeiture imposed upon such Office Holder; or
(5) certain monetary liabilities that are set forth in the Securities Law.
Exemption, Insurance and Indemnification of Directors and Officers under the Articles of Association
In accordance with and subject to the Companies Law and the Securities Law, Elbit Systems’ Articles of
Association permit the Company to exempt, in advance or retroactively, any director or Company officer from any liability to
the Company attributed to damage or loss caused by breach of the director’s or officer’s duty of care owed to the Company.
Furthermore, in accordance with and subject to the provisions of the Companies Law and the Securities Law, Elbit
Systems’ Articles of Association allow for directors and officers liability insurance, in respect of a liability or payment imposed
on a director or officer as a result of an act carried out by such person in his or her capacity as a director or officer. This
insurance may cover:
(1) a breach of his or her duty of care to Elbit Systems or to another person;
(2) a breach of his or her duty of loyalty to Elbit Systems, provided that the director or officer acted in good faith
and had reasonable basis to assume that his or her act would not harm the interests of Elbit Systems;
(3) a financial obligation imposed on him or her in favor of another person;
(4) a payment that he or she is obligated to pay to an injured party as set forth in the relevant sections of the
Securities Law;
(5) expenses incurred by him or her in connection with certain administrative proceedings specified in the
Securities Law, including reasonable litigation expenses (including attorneys’ fees); or
(6) any other event for which insurance of a director or officer is or may be permitted.
In addition, in accordance with and subject to the Companies Law and the Securities Law, Elbit Systems’ Articles
of Association permit indemnification, retroactively or in advance, of a director or officer against liability, payment or expense
imposed on or incurred by him or her as a result of an act carried out in his or her capacity as a director or officer, that may
include:
(1) a monetary liability imposed on the director or officer or paid by him or her in favor of a third party under a
judgment, including a judgment by way of compromise or a judgment of an arbitrator approved by a court;
provided however, that in case such undertaking is granted in advance it will be limited to events which, in
the Board’s opinion, are foreseeable in light of the Elbit Systems’ actual activities at the time of granting the
obligation to indemnify, and to a sum or under criteria as the Board deems reasonable under the
circumstances, and the undertaking to indemnify will specify the aforementioned events and sum or criteria;
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(2) a payment imposed on him or her in favor of an injured party in the circumstances specified in the relevant
sections of the Securities Law;
(3) reasonable litigation expenses (including attorneys’ fees), incurred by a director or officer as a result of an
investigation or proceeding conducted against him or her by an authority authorized to conduct such
investigation or procedure, provided that such investigation or procedure: (i) concludes without the filing of
an indictment against the director or officer and without imposition of monetary payment in lieu of criminal
proceedings; or (ii) concludes with imposing on the director or officer a monetary payment in lieu of criminal
proceedings, provided that the alleged criminal offense in question does not require proof of criminal intent or
was incurred by the director or officer in connection with a monetary sanction imposed by the Companies
Law or the Securities Law;
(4) expenses incurred by a director or an officer in connection with certain administrative proceedings set forth in
the Securities Law, including reasonable litigation expenses (including attorneys’ fees); and
(5) reasonable litigation expenses (including attorneys’ fees), expended by the director or officer or imposed on
him or her by the court for:
(i)
proceedings issued against him or her by or on Elbit Systems’ behalf or by a third party;
(ii)
criminal proceedings from which the director or officer was acquitted; or
(iii)
(iv)
criminal proceedings in which he or she was convicted of an offense that does not require proof of
criminal intent; or
any other liability or expense for which it is or may be permissible to indemnify a director or an
officer.
The Articles of Association permit the grant of similar indemnification to any person acting on behalf or at the
request of Elbit Systems as a director or officer of another company in which Elbit Systems is directly or indirectly a
shareholder or has any other interest.
The aggregate amount of indemnification by Elbit Systems to our Office Holders may not exceed 25% of Elbit
Systems’ consolidated shareholders equity as reflected in our most recent consolidated financial statements published prior to
the date of the indemnification payment.
In 2011, Elbit Systems’ Audit and Financial Statements Review Committee, Board and shareholders approved the
grant to members of our Board (including to Michael Federmann, who may be considered a direct or indirect controlling
shareholder of the Company, and to his son David Federmann), of indemnification letters reflecting the above conditions and
limitations. Similar letters were also approved by the Audit and Financial Statements Review Committee and the Board for
indemnification of Office Holders of Elbit Systems who are not directors.
According to the Companies Law, the granting by a public company, such as Elbit Systems, of an indemnification
letter (or exemption letter) to an Office Holder who may be considered as a direct or indirect controlling shareholder of that
company or his or her relative, requires re-approval every three years by the company’s compensation committee, the board of
directors and the company’s shareholders. The indemnification letters originally granted to Michael Federmann and David
Federmann in 2011 were last re-approved, following the approval of our Compensation Committee and Board, by our
shareholders at the Annual General Meeting of Shareholders in 2020, for an additional period of three years commencing on
December 1, 2020.
Elbit Systems' Compensation Policy allows Elbit Systems to purchase, from time to time during the term of the
Compensation Policy, directors and officers (D&O) liability insurance. The insurance policy terms, as well as the premium
paid, will reflect current market conditions with respect to the Company and the nature of its operations. Pursuant to an
amendment to the Compensation Policy approved by our shareholders at the Extraordinary General Meeting of Shareholders
held on February 26, 2020, the coverage limit under each insurance policy will not exceed $200 million and the maximum
annual premium will not exceed $3 million. The New Compensation Policy as proposed in the March Proxy Statement, would
remove the annual premium limitation under which the Company may purchase such insurance policies. For additional
information, see Item 6. Directors, Senior Management and Employees - Compensation of Directors and Executive Officers -
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Compensation Policy. In accordance with the Israeli Companies Regulations (Relief from Related Parties’ Transactions),
5760-2000, the inclusion of our Office Holders in any D&O liability insurance policy that is consistent with our Compensation
Policy will require only the approval of our Compensation Committee if the D&O liability insurance policy applicable to each
of them (i) is purchased on market terms and (ii) the purchase thereof will not have a material effect on the Company’s
profitability, assets or obligations.
In a meeting held on February 28, 2021, our Compensation Committee approved the purchase of a D&O liability
insurance policy which complies with the provisions of our Compensation Policy and further approved the inclusion therein, in
addition to all other Office Holders, of Michael Federmann (who may be considered a direct or indirect controlling shareholder
of the Company), of his son David Federmann and of Bezhalel Machlis, our President and CEO, in accordance with the
requirements of the Israeli Companies Regulations (Relief from Related Parties’ Transactions), 5760-2000. As of March 15,
2021, the D&O policy’s limit of liability was $100 million, and the annual premium was approximately $2.1 million. The
Compensation Committee also approved the purchase of a D&O liability insurance policy for a subsidiary of the Company,
which also covers certain Office Holders of the Company, including our President and CEO, in accordance with the limitations
under our Compensation Policy.
The New Compensation Policy as proposed in the March Proxy Statement, includes a provision authorizing the
Company to provide exemption letters to each of our Office Holders. In our March Proxy Statement, we also proposed,
following recommendation of our Compensation Committee and the approval of our Board, to provide each of our directors and
our President and CEO with an exemption letter, in the form filed as an exhibit to the March Proxy Statement. For additional
information, please refer to the March Proxy Statement.
Rights, Preferences and Restrictions of Shares
Elbit Systems currently has one type of share, this being ordinary shares. The share capital of Elbit Systems is NIS
80,000,000 divided into 80,000,000 ordinary shares of NIS 1 nominal (par) value each, of which 44,200,164 ordinary shares
were issued and outstanding as of March 15, 2021. All issued and outstanding ordinary shares are fully paid and non-
assessable. For information regarding voting rights, dividend rights and other rights generally applicable to our ordinary shares
see the Description of Securities filed as Exhibit 2.1 to this annual report on Form 20-F (the Description of Securities) under
"Rights Generally Applicable to Ordinary Shares".
General Meetings of Shareholders
See the Description of Securities under "General Meetings of Shareholders".
Change of Control
See the Description of Securities under "Change of Control".
Provisions Relating to Major Shareholders
See the Description of Securities under "Provisions Relating to Major Shareholders".
Borrowing Power
See the Description of Securities under "Borrowing Power".
Exchange Controls.
See the Description of Securities under "Exchange Controls and Other Limitations Affecting Security Holders".
Taxation
General
The following is a summary of some aspects of the current tax law applicable to companies in Israel, with special
reference to its effect on Elbit Systems and our Israeli subsidiaries, and government programs from which Elbit Systems and
some of our Israeli subsidiaries benefit.
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The following also contains a discussion of specified Israeli and U.S. tax consequences to our shareholders. To the
extent that the discussion is based on tax legislation that has not been subject to judicial or administrative interpretation, there
can be no assurance that the views expressed in the discussion will be accepted by the tax authorities in question. The
discussion is not intended, and should not be construed, as legal or professional tax advice and is not exhaustive of all possible
tax considerations.
Elbit Systems’ income tax liability in Israel is based on our unconsolidated earnings and such earnings of our
Israeli-based subsidiaries. It is determined in NIS and not in U.S. dollars. Tax liability of non-Israeli subsidiaries is determined
according to the laws of their respective countries of residence. As a result, the tax provision in Elbit Systems’ consolidated
financial statements does not directly relate to income reported on these statements.
General Corporate Tax in Israel
Generally, since January 1, 2018, Israeli companies are subject to corporate tax on taxable income and capital
gains at the rate of 23%.
Under the Israeli Tax Ordinance, 1961 (the Ordinance) transfer pricing rules require that cross-border transactions
between related parties be carried out implementing an arm’s-length principle and reported and taxed accordingly.
A portion of our Israeli operations have been granted “Approved Enterprise”, “Privileged Enterprise” and
“Preferred Enterprise” status, as described under “Investment Law” below. These operations are subject to taxation at reduced
rates applicable to those types of enterprises. We cannot assure that Elbit Systems or our Israeli subsidiaries will continue to
qualify for such benefits, or benefits under the Law for Encouragement of Industry, in the future. We also cannot assure that
we will continue to qualify as an Approved Enterprise, Privileged Enterprise or Preferred Enterprise, or that the benefits
described above will be available in the future. See further Item 18. Financial Statements - Note 18A(3).
Industry Encouragement. Under the Law for the Encouragement of Industry (Taxes), 1969, a company qualifies
as an “Industrial Company” if it is resident in Israel and at least 90% of its income (determined in Israeli currency) in a given
tax year, with some exceptions, comes from “Industrial Enterprises” owned by that company. An Industrial Enterprise is
defined as an enterprise whose primary activity in a particular tax year is industrial manufacturing activity. We believe Elbit
Systems qualifies as an Industrial Company. See further Item 18. Financial Statements - Note 18A(2).
Investment Law. The Israeli Law for the Encouragement of Capital Investments, 1959 (the Investment Law)
provides tax benefits to companies that make capital investments in eligible fixed assets. Under the Investment Law, subject to
applicable conditions, companies could apply to receive “Approved Enterprise”, “Privileged Enterprise” or "Preferred
Enterprise” status, each of which provides various tax benefits. See Item 18. Financial Statements - Note 18A.
Tax on IP-based Income. On December 29, 2016, Israel enacted a tax law amendment introducing a new tax
regime for intellectual property (IP)-based companies. The regime is tailored to a post-BEPS (base erosion profit shifting)
world, encouraging multinationals to consolidate IP ownership and profits in Israel along with existing Israeli R&D functions.
Tax benefits created to achieve this goal include a reduced corporate income tax rate of 6% on IP-based income and on capital
gains from the future sale of IP. The 6% rate would apply to qualifying Israeli companies that are part of a group with global
consolidated revenue of over NIS 10 billion (approximately $2.7 billion). Other qualifying companies with global consolidated
revenue below NIS 10 billion would be subject to a 12% tax rate. However, if the Israeli company is located in Jerusalem or in
certain northern or southern parts of Israel, the tax rate is further reduced to 7.5%. Additionally, withholding tax on dividends
would be subject to a reduced rate of 4% for all qualifying companies (unless further reduced by a treaty). See Item 18.
Financial Statements - Note 18A(3).
Capital Gains to a Shareholder
Capital gains to Israeli residents. Starting in 2012, the tax rate on capital gains to a “non-principal” individual
shareholder (those persons holding less than 10% of our ordinary shares) has been 25%, and 30% to an individual “principal”
shareholder. In 2013, the capital gains tax rate increased by 2% in the event the individual’s taxable income in any tax year
exceeds NIS 810,720 (approximately $215,000) - linked to the CPI each year - including capital gains from marketable
securities, dividends and interest income. As of January 1, 2017, the capital gain tax rate was increased by 3% (rather than the
previous 2% increase) in the event the individual’s taxable income in 2017 and thereafter exceeds NIS 640,000 (approximately
$170,000) - linked to the CPI each year (in 2020 NIS 651,600). Dealers in securities in Israel are taxed at regular tax rates
applicable to business income. Companies resident in Israel are taxed on capital gains at the applicable corporate tax rate.
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Capital gains to non-residents of Israel. Gains on the sale of ordinary shares traded on the TASE and on Nasdaq
held by non-Israeli resident investors for tax purposes will generally be exempt from Israeli capital gains tax, subject to the
provisions of the Israeli tax legislation. However, non-Israeli corporations will not be entitled to such exemption if an Israeli
resident (i) has a controlling interest of 25% or more in such non-Israeli corporation or (ii) is the beneficiary or is entitled to
25% or more of the revenues or profits of such non-Israeli corporation, whether directly or indirectly. In addition, the United
States - Israel tax treaty exempts United States residents who hold less than 10% of our voting rights, and who held less than
10% of our voting rights during the twelve months prior to a sale of their shares, from Israeli capital gains tax in connection
with such sales under certain circumstances.
Taxation on Dividends Paid to a Shareholder
Income tax for individual Israeli residents. Residents of Israel are subject to income tax on distributions of
dividends other than bonus shares (stock dividends). The tax rate on dividend income to a “non-principal” individual
shareholder is 25% and 30% to an individual “principal” shareholder. The paying company withholds at source income tax at
the rate of 25% or 30% in the case of a “principal shareholder”. A company whose stock is traded on a stock exchange
withholds tax at the rate of 25% from dividends paid to a “principal” shareholder for shares registered and held by a registration
company. Dividends distributed from “Preferred Income” under Preferred Enterprise status (see above “Investment Law”) are
subject to a withholding tax rate of 20%. These rates are the final tax on dividends.
Income tax for non-residents of Israel. Non-residents of Israel are subject to income tax on distributions of
dividends other than bonus shares (stock dividends). The tax rate on dividend income to a “non-principal” non-resident of Israel
shareholder is 25% and 30% to a “principal” shareholder (including a foreign company as opposed to an Israeli company). The
paying company withholds at source income tax at the rate of 25% for a “non-principal” shareholder, or 30% for a “principal”
shareholder. A company whose stock is traded on a stock exchange will withhold tax at the rate of 25% from dividends paid to
a “principal” shareholder for shares registered and held by a registration company, unless a lower rate is applicable under a
double taxation treaty. Accordingly, Elbit Systems withholds income tax at the source. Generally, dividends distributed from
taxable income accrued during the period of benefit of an Approved Enterprise, Privileged Enterprise or Preferred Enterprise
are taxable at the rate of 15% if the dividend is distributed during the tax benefit period under the Investment Law or within 12
years after the period (this limitation does not apply if the company qualifies as a foreign investors’ company according to the
Investment Law). Dividends distributed from “Preferred Income” under a Preferred Enterprise status are subject to a
withholding tax rate of 20% (unless a lower treaty rate applies). These rates are the final taxes in Israel on dividends for
individual and corporate non-residents of Israel. Foreign residents who have Israeli derived income for which tax was withheld
at the source are generally exempt from the duty to file tax returns in Israel for such income. This includes income from Israeli
derived interest, dividends and royalties.
Israeli Tax on United States Shareholders
Dividends paid by Elbit Systems to an individual shareholder resident in the United States are generally subject to
withholding tax deducted at source in Israel. Israel and the United States are parties to a tax treaty. Under the treaty, the
withholding tax rate on a dividend is normally 25%, or 15% in connection with an Approved Enterprise, Privileged Enterprise
or Preferred Enterprise. See above “Investment Law”.
A U.S. corporation would have a reduced withholding tax rate on dividends of 12.5%. The U.S. corporation must
own at least 10% of the voting shares during a portion of Elbit Systems’ tax year in which the payment of the dividend occurs
but prior to the payment date and during the entire prior tax year. The reduced rate is also subject to two other conditions. First,
not more than 25% of Elbit Systems’ gross income for the prior tax year may consist of interest, other than interest received
from banking, financing or similar businesses or from certain subsidiaries. Second, the dividend may not be derived from
income during any period for which Elbit Systems is entitled to the reduced tax rate applicable to an Approved Enterprise /
Privileged Enterprise.
Under the terms of the tax treaty, Israel may tax capital gains realized by shareholders resident in the United States
on a sale of ordinary shares of Elbit Systems if certain conditions exist, however, such right is subject to the following
exemption. Since Elbit Systems’ ordinary shares are traded on the TASE and on Nasdaq, gains on the sale of ordinary shares
held by non-Israeli resident investors for tax purposes generally will be exempt from Israeli capital gains tax, subject to the
provisions of the Israeli tax legislation.
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Subject to certain conditions and limitations, any Israeli tax withheld or paid with respect to dividends on ordinary
shares generally will be eligible for credit against a U.S. shareholder’s U.S. federal income tax liability at such U.S.
shareholder’s election. The U.S. Internal Revenue Code of 1986, as amended, (the Code) provides limitations on the amount of
foreign tax credits that a U.S. shareholder may claim, including extensive separate computation rules under which foreign tax
credits allowable with respect to specific categories of income cannot exceed the U.S. federal income taxes otherwise payable
with respect to each such category of income. U.S. shareholders that do not elect to claim a foreign tax credit may instead claim
a deduction for Israeli income tax withheld or paid, but only for a year in which these U.S. shareholders elect to do so for all
foreign income taxes. Dividends with respect to the ordinary shares will generally be classified as foreign source “passive
income” for the purpose of computing a U.S. shareholder’s foreign tax credit limitations for U.S. foreign tax credit purposes.
The rules relating to foreign tax credits are complex, and each U.S. holder of our ordinary shares should consult his or her tax
advisor to determine whether and if he or she would be entitled to this credit.
This summary of Israeli taxation is based on existing treaties, laws, regulations and judicial and
administrative interpretations thereof. There can be no assurance that any of these may not be amended or repealed,
possibly with retroactive effect, or that a tax authority may take a contrary position. Also, this summary does not
address the tax consequences that may be applicable to specific persons based on their individual circumstances. It also
does not address any local or other foreign tax consequences. A shareholder should consult his or her own tax advisor as
to the specific tax consequences of purchasing, holding or transferring shares of Elbit Systems.
United States Federal Income Tax Considerations
General
The following is a summary of material U.S. federal income tax considerations regarding the acquisition,
ownership and disposition of Elbit Systems’ ordinary shares by a “U.S. Shareholder”, which, for these purposes, means a
beneficial owner of an ordinary share who is, for U.S. federal income tax purposes:
(1)
a citizen or individual resident of the United States;
(2)
a corporation (or an entity taxable as a corporation for U.S. federal income tax purposes) created or
organized in or under the laws of the United States or any political subdivision thereof (including the
District of Columbia);
(3)
an estate whose income is subject to U.S. federal income taxation regardless of its source; or
(4)
a trust if: (A) a U.S. court is able to exercise primary supervision over the trust’s administration and (B) one
or more U.S. persons have the authority to control all of the trust’s substantial decisions or (C) if it has a
valid election in place to be treated as a U.S. person.
This summary is based on provisions of the Code, existing and proposed U.S. Treasury regulations, administrative
pronouncements, rulings and judicial decisions in effect as of the date of this annual report. These authorities and their
interpretation are subject to change, possibly with retroactive effect. No ruling will be requested by us from the Internal
Revenue Service (the IRS) regarding the tax consequences to a U.S. Shareholder, and there can be no assurance that the IRS
will agree with the discussion set out below. This summary does not address any U.S. federal tax consequences other than U.S.
federal income tax consequences (such as the estate and gift tax). Investors are urged to consult their own tax advisors
regarding the specific U.S. federal income tax consequences to them of owning and disposing of our ordinary shares in light of
their particular circumstances.
79
This summary applies to U.S. shareholders only if they hold ordinary shares as capital assets for tax purposes.
In addition, this summary does not discuss all aspects of U.S. federal income taxation that may be applicable to investors in
light of their particular circumstances or to investors who are subject to special treatment under U.S. federal income tax law,
including, but not limited to, U.S. expatriates, insurance companies, banks, regulated investment companies and real estate
investment trusts, securities broker-dealers, financial institutions, tax-exempt organizations, persons holding ordinary shares as
part of a straddle, hedging or conversion transaction, traders in securities that elect to apply a mark‑to‑market method of
accounting, persons subject to the alternative minimum tax, persons who acquired their Elbit Systems’ ordinary shares pursuant
to the exercise of employee stock options or otherwise as compensation, persons subject to special tax accounting rules as a
result of any item of gross income with respect to our ordinary shares being taken into account in an applicable financial
statement, persons whose functional currency is not the U.S. dollar, and persons owning (directly, indirectly or by attribution)
10% or more of our outstanding voting shares. If a partnership or other entity treated as a partnership for U.S. federal income
tax purposes holds ordinary shares of Elbit Systems, the tax treatment of a partner generally will depend upon the status of the
partner and the activities of the partnership. A partner in a partnership that holds our ordinary shares is urged to consult its own
tax advisor regarding the specific tax consequences of owning and disposing of our ordinary shares.
THE SUMMARY OF U.S. FEDERAL INCOME TAX CONSEQUENCES SET OUT BELOW IS FOR
GENERAL INFORMATION ONLY. ALL SHAREHOLDERS AND PROSPECTIVE INVESTORS SHOULD
CONSULT THEIR TAX ADVISERS AS TO THE PARTICULAR TAX CONSEQUENCES TO THEM OF OWNING
OUR ORDINARY SHARES, INCLUDING THE APPLICABILITY AND EFFECT OF STATE, LOCAL AND NON-
U.S. TAX LAWS AND POSSIBLE CHANGES IN TAX LAW.
Dividends
Subject to the discussion below under “Passive Foreign Investment Company Rules”, a U.S. Shareholder
generally will be required to include in gross income, as ordinary income, the amount of any distributions paid on ordinary
shares of Elbit Systems to the extent of Elbit Systems’ current or accumulated earnings and profits (calculated before the
reduction of any corresponding Israeli withholding taxes). If a U.S. Shareholder is an individual, trust or estate, dividends
received from Elbit Systems generally will be treated as “qualified dividend income”, which is taxable to such U.S. Shareholder
at preferential tax rates, provided the U.S. Shareholder has held the stock for more than 60 days during the 121-day period
beginning 60 days before the ex-dividend date and certain other conditions are satisfied. There is no assurance that dividends
received by U.S. Shareholders from Elbit Systems will be eligible for such preferential tax rates. Each individual U.S.
Shareholder of ordinary shares is urged to consult his or her own tax advisor regarding the availability to him of the reduced
dividend tax rate in light of his or her own particular situation and regarding the computations of his or her foreign tax credit
limitation with respect to any qualified dividend income paid by us, as applicable. Dividends paid by Elbit Systems do not
qualify for the dividends-received deduction applicable in certain cases to U.S. corporations. Elbit Systems does not intend to
compute earnings and profits under U.S. tax principles; therefore, it is likely that all distributions will be treated as paid out of
Elbit Systems’ current and accumulated earnings and profits.
The amount of any distribution paid in NIS, including the amount of any Israeli withholding tax thereon, will be
included in the gross income of a U.S. Shareholder in an amount equal to the U.S. dollar value of the NIS calculated by
reference to the spot rate of exchange in effect on the date the distribution is received by the U.S. Shareholder. If a U.S.
Shareholder converts dividends paid in NIS into U.S. dollars on the day Elbit Systems distributes the dividends, the U.S.
Shareholder generally should not be required to recognize foreign currency gain or loss with respect to such conversion. If the
NIS received in the distribution are not converted into U.S. dollars on the date of receipt, any foreign currency gain or loss
recognized upon a subsequent conversion or other disposition of the NIS will be treated as U.S. source ordinary income or loss.
Special rules govern and special elections are available to accrual method taxpayers to determine the U.S. dollar amount that
should be included in income in the case of taxes withheld in a foreign currency. Accrual basis taxpayers are urged to consult
their own tax advisors regarding the requirements and the elections applicable in this regard.
80
Dividends paid by us to a U.S. Shareholder on our ordinary shares will be treated as foreign source income and
will generally be categorized as “passive category income” for U.S. foreign tax credit purposes. Subject to the limitations in the
Code, as modified by the applicable tax treaty, a U.S. Shareholder may elect to claim a foreign tax credit against its U.S. federal
income tax liability for Israeli income tax withheld from dividends received in respect of ordinary shares. Dividends paid with
respect to ordinary shares may be subject to special rules if a U.S. Shareholder owns more than 50 percent (by vote or value) of
Elbit Systems, which could adversely affect a U.S. Shareholder’s ability to use U.S. foreign tax credits. U.S. Shareholders who
do not elect to claim the foreign tax credit may instead claim a deduction for Israeli income tax withheld, but only for a year in
which the U.S. Shareholder elects to do so with respect to all foreign income taxes. A deduction does not reduce U.S. tax on a
dollar-for-dollar basis as it does for a tax credit. The deduction, however, is not subject to the limitations applicable to foreign
tax credits. The rules relating to the determination of the foreign tax credit are complex. Accordingly, a U.S. Shareholder should
consult its own tax advisor to determine whether and to what extent it would be entitled to the credit.
Sale, exchange or other disposition
Subject to the discussion below under “Passive Foreign Investment Company Rules”, upon the sale, exchange or
other disposition of ordinary shares, a U.S. Shareholder generally will recognize capital gain or loss equal to the difference
between the U.S. dollar value of the amount realized on the sale, exchange or other disposition and the U.S. Shareholder’s
adjusted tax basis, determined in U.S. dollars, of the ordinary shares. Any gain or loss recognized upon the sale, exchange or
other disposition of the ordinary shares will be treated as long-term capital gain or loss if, at the time of the sale, exchange or
other disposition, the holding period of the ordinary shares exceeds one year. In the case of individual U.S. Shareholders, long-
term capital gains generally are subject to U.S. federal income tax at preferential rates. The deductibility of capital losses by a
U.S. Shareholder is subject to significant limitations. U.S. Shareholders should consult their own tax advisors in this regard.
In general, gain or loss recognized by a U.S. Shareholder on the sale, exchange or other disposition of ordinary
shares will be U.S. source income or loss for U.S. foreign tax credit purposes. U.S. Shareholders who hold ordinary shares
through an Israeli stockbroker or other Israeli intermediary may be subject to Israeli withholding tax on any capital gains
recognized if the U.S. Shareholder does not obtain approval of an exemption from the Israeli Tax Authorities. Israeli taxes paid
under circumstances in which an exemption from such tax was available generally will not give rise to a deduction or credit for
foreign taxes paid for U.S. federal income tax purposes. U.S. Shareholders should consult their Israeli stockbroker or other
intermediary regarding the procedures for obtaining an exemption.
If a U.S. Shareholder receives NIS upon the sale of ordinary shares, that U.S. Shareholder may recognize ordinary
income or loss as a result of currency fluctuations between the date of the sale of the ordinary shares and the date the sales
proceeds are converted into U.S. dollars.
Medicare Tax
Non-corporate U.S. Shareholders may be subject to an additional 3.8% Medicare tax on all or a portion of “net
investment income”, which generally may include dividends on, or capital gains recognized from the disposition of, our
ordinary shares. U.S. Shareholders should consult their own tax advisors regarding the applicability of the Medicare tax to their
investment in our shares.
Passive Foreign Investment Company rules
A non-U.S. corporation will be classified as a Passive Foreign Investment Company (PFIC) for any taxable year if
at least 75% of its gross income consists of passive income (which is generally subject to certain exceptions for active
businesses, dividends, interest, rents, royalties and gains from the sales of property generating such income), or at least 50% of
the average value of its assets consists of assets that produce, or are held for the production of, passive income. We currently
believe that we were not a PFIC for the year ended December 31, 2020 and expect that we will not be a PFIC for the current
taxable year. However, this conclusion is a factual determination that must be made at the close of each year and is based on,
among other things, a valuation of our ordinary shares and assets, which will likely change from time to time. Therefore, there
is no assurance that we would not be classified as a PFIC in the future due to, for example, changes in the composition of our
assets or income, as well as changes in our market capitalization. Under the PFIC rules, if we were considered a PFIC at any
time that a U.S. Shareholder holds our ordinary shares, we would continue to be treated as a PFIC with respect to such holder’s
investment unless (i) we cease to be a PFIC and (ii) the U.S. Shareholder has made a “deemed sale” election under the PFIC
rules.
81
If we are considered a PFIC for any taxable year that a U.S. Shareholder holds our ordinary shares, any gain
recognized by the U.S. Shareholder on a sale or other disposition of our ordinary shares would be allocated pro-rata over the
U.S. Shareholder’s holding period for the ordinary shares. The amounts allocated to the taxable year of the sale or other
disposition and to any year before we became a PFIC would be taxed as ordinary income. The amount allocated to each other
taxable year would be subject to tax at the highest rate in effect for individuals or corporations, as appropriate, for that taxable
year, and an interest charge would be imposed. Further, to the extent that any distribution received by a U.S. Shareholder on our
ordinary shares exceeds 125% of the average of the annual distributions on the ordinary shares received during the preceding
three years or the U.S. Shareholder’s holding period, whichever is shorter, that distribution would be subject to taxation in the
same manner as gain on the sale or other disposition of ordinary shares as if we were a PFIC, as described above. Certain
elections may be available that would result in alternative treatments (such as mark-to-market treatment) of the ordinary shares.
If we are treated as a PFIC with respect to a U.S. Shareholder for any taxable year, the U.S. Shareholder will be deemed to own
shares in any of our subsidiaries that also are PFICs. A timely election to treat us as a qualified electing fund under the Code
would result in an alternative treatment. However, we do not intend to prepare or provide the information that would enable
U.S. Shareholders to make a qualified electing fund election. If we are considered a PFIC, a U.S. Shareholder also will be
subject to annual information reporting requirements.
The PFIC rules are complex. U.S. Shareholders should consult their own tax advisors regarding the potential
application of the PFIC rules to the ownership of our ordinary shares.
Informational reporting and backup withholding
Dividend payments with respect to ordinary shares and proceeds from the sale, exchange or other disposition of
ordinary shares may be subject to informational reporting to the IRS and possible U.S. backup withholding at a current rate of
24%. Backup withholding will not apply, however, to a holder who timely furnishes a correct taxpayer identification number or
certificate of foreign status and makes any other required certification or who is otherwise exempt from backup withholding.
U.S. persons who are required to establish their exempt status generally must provide IRS Form W-9 (Request for Taxpayer
Identification Number and Certification). Non-U.S. Shareholders generally will not be subject to U.S. informational reporting
or backup withholding. However, such holders may be required to provide certification of non-U.S. status (generally on IRS
Form W-8BEN or W-BEN-E) in connection with payments received in the United States or through certain U.S.-related
financial intermediaries.
Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against a
holder’s U.S. federal income tax liability, and a holder may obtain a refund of any excess amounts withheld by timely filing the
appropriate claim for refund with the IRS and furnishing any required information.
Holders of our ordinary shares should consult their own tax advisors concerning the specific U.S. federal,
state and local tax consequences of the ownership and disposition of the ordinary shares in light of their particular
situations as well as any consequences arising under the laws of any other taxing jurisdiction. In particular, U.S.
Shareholders are urged to consult their own tax advisors concerning whether they will be eligible for benefits under the
Unites States-Israel tax treaty.
Documents on Display
We are subject to the informational requirements of the Exchange Act. In accordance with these requirements, we
file reports and other information with the SEC. The SEC maintains an internet website at http://www.sec.gov that contains
reports, proxy statements, information statements and other material that are filed through the SEC’s Electronic Data Gathering,
Analysis and Retrieval (EDGAR) system. We also file periodic and immediate reports and other information with the Israeli
Securities Authority through its electronic filing system at www.magna.isa.gov.il or on the TASE website at www.tase.co.il.
82
Item 11.
Quantitative and Qualitative Disclosures About Market Risk.
General
Market risks relating to our operations result primarily from changes in exchange rates and interest rates. We take
various measures to compensate for the effects and fluctuation in both exchange rates and interest rates. We use financial
instruments and derivatives in order to limit the exposure to risks deriving from changes in exchange rates and interest rates. No
derivative instruments are entered into for trading purposes.
Exchange Rate Risk Management
General
While our functional currency is the U.S. dollar, we also have some non-U.S. dollar or non-U.S. dollar linked
currency exposures. These exposures are mainly derived from our revenues and expenses denominated in foreign currencies
and non-U.S. dollar accounts receivable, payments to suppliers and subcontractors, obligations in other currencies and payroll
related expenses incurred, mainly in NIS. Some subcontractors are paid in local currency under prime contracts where we are
paid in U.S. dollars.
We take various measures to compensate for the effects of fluctuations in exchange rates. These measures include
currency hedging transactions in which we purchase foreign exchange contracts to reduce the volatility of cash flows associated
with project related revenues and expenses denominated in certain foreign currencies (mainly Euro and GBP) and attempts to
maintain a balance between monetary assets and liabilities in our functional currencies. We also attempt to share currency risks
with subcontractors on a “back-to-back” basis, by having the subcontractor assume a proportional amount of the exchange risk.
We use currency hedging contracts and other derivative instruments to limit our exposure to exchange rate
fluctuations related to payroll expenses incurred in NIS. The objective of the foreign exchange contracts is to better ensure that
the U.S. dollar-equivalent cash flows are not adversely affected by changes in U.S. dollar/foreign currency exchange rates. In
accordance with ASC 815, “Derivatives and Hedging”, these contracts are designated as cash flow hedges. The gain on the
effective portion of a cash flow hedge is initially reported as a component of accumulated other comprehensive income and
subsequently reclassified into revenues and to contract expenses when the hedged exposure affects revenues or contract
expenses, or as financial expenses, if the hedged transaction becomes probable of not occurring. Any gain or loss after a hedge
is de-designated, because the hedged transaction is no longer probable of occurring or related to an ineffective portion of a
hedge, is recognized in “financial expenses, net” in our consolidated statements of income.
As of December 31, 2020 and December 31, 2019, the notional amount of our outstanding forward contracts was
$863.0 million and $558.3 million, respectively. Most of these contracts met the requirements of hedge accounting.
83
The table below provides information regarding our derivative instruments held in order to limit the exposure to
exchange rate fluctuation as of December 31, 2020. The table does not include information regarding the cross currency interest
rate swap transactions in order to effectively hedge the effect of interest and exchange rate differences resulting from the NIS
loan from a financial institution (see "Interest Rate Risk Management" below).
Maturity Date - Notional Amount
(US dollars in millions)
2021
2022
2023
2024
2025
onwards
Total
Fair Value
at 12/2020
253.7
28.3
102.3
384.3
72.8
21.1
25.6
119.5
55.6
35.1
9.9
100.6
30.0
16.4
16.1
62.5
8.1
8.3
22.2
38.6
420.2
109.2
176.1
705.5
0.9
(2.3)
(3.9)
(5.3)
Maturity Date - Notional Amount
(US dollars in millions)
2021
2022
2023
2024
2025
onwards
Total
Fair Value
at 12/2020
58.8
4.9
66.8
130.5
21.5
—
5.4
26.9
—
—
—
—
—
—
—
—
—
—
—
—
80.3
4.9
72.2
157.4
(10.2)
0.3
7.2
(2.7)
Buy US$ and sell:
EUR
GBP
Other currencies
Total
Sell US$ and buy:
EUR
GBP
Other currencies
Total
At December 31, 2020, a 5% and 10% strengthening of the U.S. dollar relative to the currencies in which our
derivative instruments were denominated would have resulted in unrealized losses of $23.5 and $47.4 million, respectively, and
a 5% and 10% weakening in the value of the U.S. dollar relative to the currencies in which our derivative instruments were
denominated would have resulted in unrealized gains of $23.4 and $46.6 million, respectively. This calculation assumes that
each exchange rate would have changed in the same direction relative to the U.S. dollar. Consistent with the use of these
contracts to neutralize the effect of exchange rate fluctuations, most of such unrealized losses or gains would be offset by
corresponding gains or losses, respectively, in the remeasurement of the underlying transactions being hedged. When taken
together, these forward currency contracts and the offsetting underlying commitments did not create material market risk.
Interest Rate Risk Management
On December 31, 2020, our liquid assets and obligations were comprised of cash and cash equivalents, bank
deposits and short and long-term loans. Our deposits are mainly in U.S. dollars.
In 2020, we borrowed NIS 0.7 billion from a financial institution. The loan bears a fixed interest rate of 1.5% per
annum, payable in June 2022. We also entered into cross currency interest rate swap transactions in order to effectively hedge
the effect of interest and exchange rate differences resulting from the NIS loan. Under the cross currency interest rate swaps, the
Company received fixed NIS at a rate of 1.5% on the NIS 0.7 billion and paid a fixed U.S. dollar interest rate of 2.385% per
annum. The remaining debt is mainly in short and long-term loans in U.S. dollars at floating interest rates. The majority of our
borrowings (net of the effect of the cross currency interest rate swap transactions) are usually linked to the relevant LIBOR plus
a spread of 1.35% - 1.75% and therefore are exposed to changes in interest rates. Most of our loans will mature within the
period 2022 - 2024.
Item 12.
Description of Securities Other than Equity Securities.
Not applicable.
84
Item 13.
Defaults, Dividend Arrearages and Delinquencies.
Not applicable.
Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds.
Not applicable.
Item 15.
Controls and Procedures.
Disclosure Controls and Procedures. We maintain disclosure controls and procedures designed to cause that
information required to be disclosed in our periodic filings with the SEC is recorded, processed, summarized and reported
within the time periods specified in the SEC’s rules and forms. These controls and procedures also provide that such
information is accumulated and communicated to our management, including our Chief Executive Officer (CEO) and Chief
Financial Officer (CFO), as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating
the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed
and operated, can provide only reasonable assurance of achieving the desired control objectives. Also, management necessarily
was required to use its judgment in evaluating the cost to benefit relationship of possible disclosure controls and procedures. As
of December 31, 2020, we performed an evaluation of the effectiveness of the design and operation of our disclosure controls
and procedures. The evaluation was performed with the participation of senior management of major business areas and key
corporate functions and under the supervision of the CEO and CFO. Based on the evaluation, our management, including the
CEO and CFO, concluded that our disclosure controls and procedures were effective. There have been no significant changes in
our internal controls or in other factors that could significantly affect internal controls after the date we completed the
evaluation.
Management’s Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting.
Internal control over financial reporting is defined in Rules 13a-15(f) under the Exchange Act, as amended, as a process
designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles and includes those policies and
procedures that:
(1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions
and dispositions of assets;
(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles and that our receipts and expenditures
are being made in accordance with authorizations of our management and directors; and
(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or
disposition of our assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements including the possibility of human error and the circumvention or overriding of sound control procedures.
Projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate
because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.
Our management, including our CEO and CFO, assessed the effectiveness of our internal control over financial
reporting as of December 31, 2020. In making this assessment, management used the criteria set forth by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO) in “Internal Control – Integrated Framework (2013
Framework"). Based on this assessment, management believes that, as of December 31, 2020, our internal control over financial
reporting is effective.
The effectiveness of our internal control over financial reporting as of December 31, 2020 has been audited by
Kost Forer Gabbay & Kasierer (Kost), a member of Ernest & Young Global (EY), an independent registered public accounting
firm, as stated in their report included in Item 18. Financial Statements.
85
Changes in Internal Control over Financial Reporting. During the period covered by this annual report, there
have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and
15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting, except as discussed in "Enterprise Resource Planning (ERP) Implementation" below.
Enterprise Resource Planning (ERP) Implementation. We are in the process of implementing an ERP system, as
part of a multi-year plan to integrate and upgrade our systems and processes. The implementation of this ERP system is
scheduled to occur in phases over the next few years and began with the migration of certain of our operational and financial
systems in Elbit Systems to the new ERP system. During the first quarter of 2020, the operational and financial systems in Elbit
Systems were substantially transitioned to the new system. This implementation effort is continuing in 2021 and is expected to
continue through 2023, when the operational and financial systems in other locations will be substantially transitioned to the
new system. As a phased implementation of this system occurs, we are experiencing certain changes to our processes and
procedures which, in turn, result in changes to our internal control over financial reporting. While we expect the new ERP
system to strengthen our internal financial controls by automating certain manual processes and standardizing business
processes and reporting across our organization, management will continue to evaluate and monitor our internal controls as
processes and procedures in each of the affected locations evolve.
Item 16A. Audit Committee Financial Expert.
Mr. Bar Nir and Prof. Nisan, members of our Audit and Financial Statements Review Committee, each meets the
criteria of an “Audit Committee Financial Expert” under the applicable rules and regulations of the SEC, and each of their
designations as an Audit Committee Financial Expert has been determined by the Board. They are each independent, as that
term is defined in the Nasdaq listing standards.
Item 16B. Code of Ethics.
We have adopted a code of business conduct and ethics that is applicable to all our directors, officers and
employees, including our principal executive, financial and accounting officers and persons performing similar functions. The
code of ethics was approved by our Board and covers areas of professional and business conduct. It is intended to promote
honest and ethical behavior, including fair dealing and the ethical handling of conflicts of interest. The code of ethics is
supplemented by our anti-bribery and corruption compliance policy and other related policies and procedures, including those
relating to our whistleblower and investigations process, due diligence and business gifts and entertainment. We also have a
supplier code of conduct that is applicable to ethics and compliance requirements for our supply chain. We provide training on
our code of ethics to all of our employees. Our code of ethics, anti-bribery and corruption compliance policy and supplier code
of conduct, as well as certain other compliance related policies, are each posted on our website: https://elbitsystems.com. A
copy of the code of ethics is available, without charge, to any Elbit Systems investor, employee or other person upon request to
Elbit Systems Ltd., Office of the Corporate Secretary, P.O. Box 539, Advanced Technology Center, Haifa 3100401 Israel. For
additional information on our ethics and anti-bribery and corruption compliance policies see Item 4. Information on the
Company - Environmental, Social and Governance (ESG) Practices.
86
Item 16C. Principal Accountant Fees and Services.
At the annual general shareholders meeting held in December 2, 2020, our shareholders reappointed Kost to serve
as our independent auditors. Kost and other EY affiliates billed the Company the following fees for professional services in
each of the last two fiscal years:
Audit Fees
Tax Fees
Other Fees
Total
Year Ended December 31
2020
2019
(U.S. dollars in thousands)
$
$
3,607
$
251
115
3,973
$
3,575
252
112
3,939
“Audit Fees” are the aggregate fees for the audit of our consolidated annual financial statements. This category
also includes services generally provided by the independent auditor, such as consents and assistance with and review of
documents filed with the SEC. It also includes fees billed for accounting consultations regarding the accounting treatment of
matters that occur in the regular course of business, implications of new accounting pronouncements and implementation of
ASC 606, ASC 842 and other accounting issues that occur from time to time.
“Tax Fees” are the aggregate fees billed for professional services rendered for tax compliance and tax advice,
other than in connection with the audit. Tax compliance involves preparation of original and amended tax returns, tax planning
and tax advice.
“Other Fees” are fees billed for services related to assessment of finance software.
Kost and other EY affiliates did not bill the Company for services other than the Audit Fees, Tax Fees and Other
Fees described above for fiscal year 2020 or fiscal year 2019.
Our Audit and Financial Statements Review Committee has adopted a pre-approval policy for the engagement of
our independent auditors to perform permitted audit and non-audit services. Under this policy, which is designed to assure that
such engagements do not impair the independence of our auditors, the Audit and Financial Statements Review Committee pre-
approves annually a range of specific audit and non-audit services in the categories of Audit Services, Audit-Related Services,
Tax Services and other services that may be performed by our independent auditors, and the maximum pre-approved fees that
may be paid as compensation for each pre-approved service in those categories. The Audit and Financial Statements Review
Committee is notified periodically and before commencement of any work in these categories. Any proposed services
exceeding the pre-approved fees or which includes other scope of work require specific pre-approval by the Audit and Financial
Statements Review Committee. Accordingly, all of the above-mentioned independent auditor fees were pre-approved by our
Audit and Financial Statements Review Committee.
Item 16D. Exemptions from the Listing Standards for Audit Committees.
Not applicable.
Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers.
Reference is made to the disclosure relating to changes in shareholdings of major shareholders in Item 7 of this
annual report on Form 20-F.
No shares were repurchased by Elbit Systems during 2020.
Item 16F. Changes in Registrant’s Certifying Accountant.
Not Applicable.
87
Item 16G. Corporate Governance.
Generally, we follow corporate governance standards applicable to us under Israeli and U.S. laws and regulations
and Nasdaq Listing Rules.
As a foreign private issuer, Nasdaq Marketplace Rule 5615(a)(3) allows us to follow Israeli corporate governance
practices instead of certain Nasdaq requirements. That rule requires that we provide Nasdaq with a letter from outside Israeli
counsel stating that our corporate governance practices are not prohibited by Israeli law and disclose in our annual reports the
Nasdaq requirements we do not follow and the equivalent Israeli requirement.
In 2018, our Board approved the establishment of the Plan and authorized the grant of up to 1,000,000 Options to
purchase our ordinary shares. In 2021, our Board approved an amendment to the Plan to authorize the grant of an additional
500,000 Options thereunder. Pursuant to Israeli law, no shareholder approval was needed in connection with such actions. We
provided Nasdaq with letters as required under Nasdaq Marketplace Rule 5615(a)(3). See also Item 6. Directors, Senior
Management and Employees - Share Ownership - Elbit Systems’ Stock Option Plans - 2018 - Equity Incentive Plan for
Executive Officers.
Item 16H. Mine Safety Disclosure.
Not applicable.
Item 17.
Financial Statements.
Not applicable.
Item 18.
Financial Statements.
See Consolidated Financial Statements attached to this annual report on Form 20-F.
88
Item 19.
Exhibits.
(a)
Index to Financial Statements
Reports of Independent Registered Public Accounting Firm
Consolidated Balance Sheets
Consolidated Statements of Income
Consolidated Statements of Comprehensive Income
Consolidated Statements of Changes in Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
Schedule II – Valuation and Qualifying Accounts
Page
F-2
F-7
F-9
F-10
F-11
F-14
F-16
S-1
(b) Exhibits
Elbit Systems’ Memorandum of Association(1)
Elbit Systems’ Restated Articles of Association(2)
Description of Securities
Description of the Terms of Office and Employment of the Company’s President and Chief Executive Officer(3)
Elbit Systems Ltd. 2018 Equity Incentive Plan for Executive Officers
Elbit Systems Ltd. 2018 Compensation Policy for Executive Officers and Directors(4)
Summary of IMI Acquisition Agreements(5)
Major Operating Subsidiaries of Elbit Systems
Certification of Chief Executive Officer of the Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
Certification of Chief Financial Officer of the Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certification of Chief Executive Officer of the Registrant pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
Certification of Chief Financial Officer of the Registrant pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
1.1
1.2
2.1
4.1
4.2
4.3
4.4
8
12.1
12.2
13.1
13.2
15.1
Consent of Kost Forer Gabbay & Kasierer
15.2
Consent of Kesselman & Kesselman
15.3
Consent of Somekh Chaikin
(1)
(2)
(3)
Filed as Exhibit 1.1 to Elbit Systems' annual report on Form 20-F, filed with the SEC on March 25, 2020, and
incorporated herein by reference.
Filed as Exhibit 1.2 to Elbit Systems' annual report on Form 20-F, filed with the SEC on March 25, 2020, and
incorporated herein by reference.
Filed as Exhibit 4.2 to Elbit Systems’ annual report on Form 20-F, filed with the SEC on March 22, 2016, and
incorporated herein by reference.
89
(4)
Filed as Exhibit “A” to Elbit Systems’ proxy statement dated March 1, 2018, filed as Exhibit 1 to Elbit Systems’
Report of Foreign Private Issuer on Form 6-K, filed with the SEC on March 1, 2018, and incorporated herein by
reference.
(5)
Filed as Exhibit 4.4 to Elbit Systems' annual report on Form 20-F, filed with the SEC on March 19, 2019.
90
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant certifies that it
meets all of the requirements for filing on Form 20-F and has duly caused this annual report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Date: March 24, 2021
ELBIT SYSTEMS LTD.
By:
Name:
Title:
/s/ BEZHALEL MACHLIS
Bezhalel Machlis
President and Chief Executive Officer
(Principal Executive Officer)
91
ELBIT SYSTEMS LTD. AND
SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
As of December 31, 2020
ELBIT SYSTEMS LTD. AND
SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
As of December 31, 2020
in thousands of U.S. dollars
C O N T E N T S
REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS
F - 2 - F - 7
Page
CONSOLIDATED FINANCIAL STATEMENTS:
Consolidated Balance Sheets
Consolidated Statements of Income
Consolidated Statements of Comprehensive Income
Statements of Changes in Equity
Consolidated Statements of Cash Flows
Notes to the Consolidated Financial Statements
F - 8 - F - 9
F - 10
F - 11
F - 12 - F - 14
F - 15 - F - 16
F - 17 - F - 78
F - 1
Kost Forer Gabbay & Kasierer
144 Menachem begin St.
Tel-Aviv 6492102, Israel
Tel: +972-3-6232525
Fax: +972-3-5622555
ey.com
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Directors of Elbit Systems Ltd.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Elbit Systems Ltd. (“Elbit Systems”) and subsidiaries as of
December 31, 2020 and 2019, the related consolidated statements of income, comprehensive income, changes in equity and
cash flows for each of the three years in the period ended December 31, 2020, and the related notes (collectively referred to as
the “consolidated financial statements") and the financial statements schedule listed in the index at Item 19. In our opinion,
based on our audits and, for 2018, the reports of the other auditors, the consolidated financial statements present fairly, in all
material respects, the consolidated financial position of Elbit Systems and subsidiaries as of December 31, 2020 and 2019, and
the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31,
2020, in conformity with U.S. generally accepted accounting principles.
We did not audit the financial statements of two Israeli subsidiaries, which reflect total revenues constituting 1% for the period
from November 25, 2018, through December 31, 2018. Those statements were audited by other auditors whose reports have
been furnished to us, and our opinion, insofar as it relates to the amounts included for the two Israeli subsidiaries, is based
solely on the reports of the other auditors.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(“PCAOB”), Elbit Systems and subsidiaries’ internal control over financial reporting as of December 31, 2020, based on
criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (2013 framework), and our report dated March 24, 2021, expressed an unqualified opinion thereon.
Basis for Opinion
These consolidated financial statements are the responsibility of Elbit Systems’ management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the
PCAOB and are required to be independent with respect to Elbit Systems in accordance with the U.S. federal securities laws
and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement,
whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the
consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such
procedures included examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial
statements. Our audits also included evaluating the accounting principles used and significant estimates made by management,
as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits and the reports
of other auditors provide a reasonable basis for our opinion.
F - 2
Kost Forer Gabbay & Kasierer
144 Menachem begin St.
Tel-Aviv 6492102, Israel
Tel: +972-3-6232525
Fax: +972-3-5622555
ey.com
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial
statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or
disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective or
complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated
financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate
opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Title
Description of the
Matter
Revenue Recognition
As described in note 2 to the consolidated financial statements, the Company generated the majority of
its revenues from long-term contracts with its customers for which the related performance obligations
are satisfied over time. The Company recognizes revenues on such contracts using the percentage-of-
completion cost-to-cost measure of progress. Under this method, the Company measures progress
towards completion based on the ratio of costs incurred to date to the estimated total costs to complete
the performance obligation(s) (referred to as the estimate-at-completion, or “EAC”).
The determination of contract EACs requires management to make significant estimates and
assumptions to estimate contract revenues, costs and profit associated with its contracts with
customers. At the outset of a long-term contract, the Company identifies risks to the achievement of the
technical, schedule and cost aspects of the contract or anticipated contract, estimates the consideration
to be received, and monitors and assesses the effects of those risks on its estimates throughout the
contract’s life cycle. Significant changes in EAC estimates could have a material effect on the
Company’s estimated revenue and gross profit recorded during the period under audit.
Auditing revenue recognition based on the percentage-of-completion cost-to-cost measure of progress
method was complex due to the judgment involved in evaluating management’s significant estimates
and assumptions about project economics, schedule and technical feasibility, both at contract inception
and throughout the contract’s life cycle.
How We
Addressed the Matter
in Our Audit
We obtained an understanding, evaluated the design and tested the operating effectiveness of relevant
internal controls over the Company’s revenue recognition process. For example, we tested internal
controls over management’s preparation and periodic reviews of the EAC analyses and the significant
assumptions underlying a contract’s estimated value and estimated total EAC. We also tested internal
controls that management executes to assess the accuracy and completeness of the underlying data
used in management’s EAC analyses.
To test the Company’s EAC analyses, our audit procedures included, among others, obtaining an
understanding of the contract and the contractual terms, evaluated, for a sample of contracts, the
Company’s historical ability to accurately estimate expected costs by comparing management’s
estimates of labor hours, subcontractor costs and materials required to complete the contract to actual
results. We also verified costs incurred by comparing them to supporting documents and agreed key
terms to contract documentation, including estimated contract value. In addition, we verified that the
variances in costs incurred from projected costs are properly reflected in the EAC analyses.
F - 3
Kost Forer Gabbay & Kasierer
144 Menachem begin St.
Tel-Aviv 6492102, Israel
Tel: +972-3-6232525
Fax: +972-3-5622555
ey.com
Title
Description of the
Matter
How We Addressed
the Matter in Our
Audit
Defined Benefit Pension Plan Obligations
As described in note 17, as of December 31, 2020, the Company’s aggregate defined benefit pension
obligation was $926 million and exceeded the fair value of pension plan assets of $319 million,
resulting in an unfunded defined benefit pension obligation of $607 million. The Company updates the
estimates used to measure the defined benefit pension obligation and plan assets at year-end or upon a
remeasurement event to reflect updated participant data, actuarial assumptions and actual return on
plan assets, among others.
Auditing the defined benefit pension obligation was complex and required the subjective auditor
judgment due to judgmental nature of the significant actuarial assumptions such as discount rates,
expected long-term rate of return on plan assets, future salaries increase and assumed mortality rates,
used in the management's measurement process. These assumptions have a significant effect on the
projected benefit obligation, with the discount rate being the most sensitive of those assumptions.
We obtained an understanding, evaluated the design and tested the operating effectiveness of relevant
internal controls over management’s measurement and valuation of the defined benefit pension
obligation. For example, we tested the internal controls over management’s review of the defined
benefit pension obligation calculations, the significant actuarial assumptions and the data inputs
provided to the actuaries.
To test the defined benefit pension obligation, our audit procedures included, among others, evaluating
the methodology used, the significant actuarial assumptions described above, and the underlying data
used by the Company. For example, we confirmed the consistency of the actuarial assumptions used by
management and evaluated that the change in the defined benefit pension obligation from the prior
year was due to the effects of service cost, interest cost, actuarial gains and losses, benefit payments,
contributions and new mortality assumptions. In addition, we involved our actuarial specialists to assist
in evaluating management’s methodology for determining the discount rates and that the discount rates
reflect the duration of the related benefit payments. To evaluate the reasonableness of future salary
increases and the mortality assumptions, we assessed whether the information is consistent with
publicly available information. We also tested the completeness and accuracy of the underlying data,
including the participant data used in the actuarial calculations. To evaluate the expected return on plan
assets, we assessed whether management’s assumption was consistent with a range of returns for a
portfolio of comparative investments.
/s/ Kost Forer Gabbay & Kasierer
A member of Ernst & Young Global
We have served as Elbit Systems' auditor since 2003.
Tel Aviv, Israel
March 24, 2021
F - 4
Kost Forer Gabbay & Kasierer
144 Menachem begin St.
Tel-Aviv 6492102, Israel
Tel: +972-3-6232525
Fax: +972-3-5622555
ey.com
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Directors of Elbit Systems Ltd.
Opinion on Internal Control over Financial Reporting
We have audited Elbit Systems Ltd. (“Elbit Systems”) and subsidiaries’ internal control over financial reporting as of December
31, 2020, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Elbit Systems and
subsidiaries maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020,
based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the consolidated balance sheets of Elbit Systems and subsidiaries as of December 31, 2020 and 2019, and the related
consolidated statements of income, comprehensive income, changes in equity and cash flows for each of the three years in the
period ended December 31, 2020, and the related notes and financial statement schedule and our report dated March 24, 2021,
expressed an unqualified opinion thereon, based on our audit and, for 2018, the reports of the other auditors.
Basis for Opinion
Elbit Systems’ management is responsible for maintaining effective internal control over financial reporting, and for its
assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual
Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on Elbit Systems and
subsidiaries’ internal control over financial reporting based on our audit. We are a public accounting firm registered with the
PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and
the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all
material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material
weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and
performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a
reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Kost Forer Gabbay & Kasierer
A member of Ernst & Young Global
Tel Aviv, Israel
March 24, 2021
F - 5
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of IMI Systems Ltd.
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated statements of income, of changes in shareholders’ equity and of
cash flows of IMI Systems Ltd. and its subsidiaries (the “Company”) for the one-month ended December 31, 2018,
including the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, based
on our audit and the report of other auditors, the consolidated financial statements present fairly, in all material
respects, the results of its operations and its cash flows for the one-month ended December 31, 2018 in conformity
with accounting principles generally accepted in the United States of America.
We did not audit the financial statements of Ashot Ashkelon Industries Ltd. a subsidiary, which statements reflect
total revenues of $ 10,500 thousand for the one-month ended December 31, 2018. Those statements were audited by
other auditors whose report thereon has been furnished to us, and our opinion expressed herein, insofar as it relates
to the amounts included for Ashot Ashkelon Industries Ltd., is based solely on the report of the other auditors.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is
to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public
accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the
applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit of these consolidated financial statements in accordance with the standards of the PCAOB.
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement, whether due to error or fraud.
Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial
statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures
included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial
statements. Our audit also included evaluating the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that
our audit and the report of other auditors provide a reasonable basis for our opinion.
/s/ Kesselman & Kesselman
Certified Public Accountants (lsr.)
A member firm of PricewaterhouseCoopers International Limited
Tel-Aviv, Israel
March 15, 2019
We have served as the Company's auditor since 2016.
Kesselman & Kesselman, Trade Tower, 25 Hamered Street, Tel-Aviv 6812508, Israel,
P.O Box 50005 Tel-Aviv 6150001 Telephone: +972 -3- 7954555, Fax:+972 -3- 7954556, www.pwc.com/il
F - 6
Somekh Chaikin
KPMG Millennium Tower
17 Ha’arba’a Street, PO Box 609
Tel Aviv 61006, Israel
+972 3 684 8000
To the Shareholders and Board of Directors
Ashost Ashkelon Industries, Ltd.:
Report of Independent Registered Public Accounting Firm
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheet of Ashot Ashkelon Industries Ltd. and its subsidiary (the
Company) as of December 31, 2018, the related consolidated statements of income, shareholders’ equity, and cash flows for the
month ended December 31, 2018, and the related notes collectively, the consolidated financial statements. In our opinion, the
consolidated financial statements present fairly, in all material respects, the financial position of the Company as of
December 31, 2018, and the results of its operations and its cash flows for the month ended December 31, 2018, in conformity
with U.S. generally accepted accounting principles.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express
an opinion on these consolidated financial statements based on our audit. We are a public accounting firm registered with the
Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the
Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and
Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement,
whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the
consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such
procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial
statements. Our audit also included evaluating the accounting principles used and significant estimates made by management,
as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a
reasonable basis for our opinion.
s/ Somekh Chaikin
Certified Public Accountants (Isr.)
Member Firm of KPMG International
We have served as the Company’s auditor since 2009.
Tel Aviv, Israel
March 12, 2019
F - 7
ELBIT SYSTEMS LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
U.S. dollars (In thousands, except share data)
CURRENT ASSETS:
Cash and cash equivalents
Short-term bank deposits and restricted deposits
Trade and unbilled receivables and contract assets, net
Other receivables and prepaid expenses
Inventories, net
Total current assets
LONG-TERM INVESTMENTS AND RECEIVABLES:
Investments in affiliated companies, partnerships and other companies
Long-term trade and unbilled receivables and contract assets
Long-term bank deposits and other receivables
Deferred income taxes, net
Severance pay fund
OPERATING LEASE RIGHT OF USE ASSETS
PROPERTY, PLANT AND EQUIPMENT, NET
GOODWILL
OTHER INTANGIBLE ASSETS, NET
December 31,
Note
2020
2019
$
278,794
1,524
2,519,562
156,330
1,316,688
4,272,898
$
221,060
2,213
2,067,846
160,728
1,219,920
3,671,767
184,338
312,097
69,269
118,513
293,716
977,933
201,574
259,150
58,076
89,452
287,104
895,356
423,088
365,763
786,972
766,532
1,316,768
1,340,617
280,238
295,323
3
4
5
6
7
8
18F
2R
9
10
11
11
TOTAL ASSETS
$ 8,057,897
$ 7,335,358
The accompanying notes are an integral part of the consolidated financial statements.
F - 8
ELBIT SYSTEMS LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
U.S. dollars (In thousands, except share data)
CURRENT LIABILITIES:
Short-term bank credit and loans
Current maturities of long-term loans and Series A Notes
Operating lease liabilities
Trade payables
Other payables and accrued expenses
Contract liabilities (customer advances)
Total current liabilities
LONG-TERM LIABILITIES:
Long-term loans, net of current maturities
Employee benefit liabilities
Deferred income taxes and tax liabilities, net
Contract liabilities (customer advances)
Operating lease liabilities
Other long-term liabilities
Total long-term liabilities
COMMITMENTS AND CONTINGENT LIABILITIES
EQUITY:
Elbit Systems Ltd. equity:
Share capital:
Ordinary shares of 1 New Israeli Shekels (“NIS”) par value each; Authorized –
80,000,000 shares as of December 31, 2020 and 2019; Issued and outstanding
44,198,330 shares as of December 31, 2020 and 2019, respectively.
Additional paid-in capital
Accumulated other comprehensive loss
Retained earnings
Total Elbit Systems Ltd. equity
Non-controlling interests
Total equity
December 31,
Note
2020
2019
312,993
17,972
65,520
1,007,237
1,218,273
1,000,159
3,622,154
$
208,399
199,882
62,565
926,338
1,052,080
723,581
3,172,845
408,820
914,364
132,442
169,073
397,936
181,741
2,204,376
440,124
836,535
114,419
62,830
323,287
225,478
2,002,673
$
12
15,16
9
13
14
15
2R,17
18F
14
9
20
21
22
12,742
415,654
(211,222)
2,000,980
2,218,154
13,213
2,231,367
12,742
411,568
(144,963)
1,862,059
2,141,406
18,434
2,159,840
TOTAL LIABILITIES AND EQUITY
$ 8,057,897
$ 7,335,358
The accompanying notes are an integral part of the consolidated financial statements.
F - 9
ELBIT SYSTEMS LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
U.S. dollars (In thousands, except per share data)
Revenues
Cost of revenues
Gross profit
Operating expenses:
Research and development, net
Marketing and selling, net
General and administrative, net
Other operating income, net
Total operating expenses
Operating income
Financial expenses, net
Other income (expenses), net
Income before income taxes
Income taxes
Equity in net earnings (losses) of affiliated companies and
partnerships
Net income
Year ended December 31,
Note
2020
2019
2018
2T, 23
$ 4,662,572
$ 4,508,400
$ 3,683,684
3,497,465
1,165,107
3,371,933
1,136,467
2,707,505
976,179
24
6C, 9D
25
26
18D
6B
359,745
290,703
223,935
(34,963)
839,420
325,687
(71,270)
7,408
261,825
(36,443)
225,382
331,757
301,400
214,749
(33,049)
814,857
321,610
(69,072)
(6,243)
246,295
(19,414)
226,881
287,352
281,014
160,348
(45,367)
683,347
292,832
(44,061)
(11,449)
237,322
(26,445)
210,877
12,604
1,774
(2,222)
$
237,986
$
228,655
$
208,655
Less: net income attributable to non-controlling interests
(328)
(798)
(1,917)
Net income attributable to Elbit Systems Ltd.’s shareholders
$
237,658
$
227,857
$
206,738
Basic net earnings per share attributable to Elbit Systems
Ltd.’s shareholders
Diluted net earnings per share attributable to Elbit Systems
Ltd.’s shareholders
22
$
$
5.38
5.38
$
$
5.20
5.20
$
$
4.83
4.83
Weighted average number of shares used in computation of
basic net earnings per share
Weighted average number of shares used in computation of
diluted net earnings per share
44,198
43,787
42,789
44,215
43,848
42,789
The accompanying notes are an integral part of the consolidated financial statements.
F - 10
ELBIT SYSTEMS LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
U.S. dollars (In thousands)
Net income
Other comprehensive income (loss), net of tax:(*)
Foreign currency translation differences
Unrealized gains (losses) on derivative instruments
Pension and other post-retirement benefit plans
Unrealized losses on available-for-sale marketable securities
Total comprehensive income
Less: comprehensive income attributable to non-controlling interest
Year ended December 31,
2019
2020
2018
$
237,986
$
228,655
$
208,655
851
(27,482)
(40,791)
—
(67,422)
170,564
835
7,362
9,965
(66,806)
—
(49,479)
179,176
(1,338)
(19,705)
3,805
7,970
(11)
(7,941)
200,714
(1,268)
Comprehensive income attributable to Elbit Systems Ltd.’s shareholders
$
171,399
$
177,838
$
199,446
(*) Other comprehensive income (loss), net of tax expenses in the amounts of $1,891, $924 and $2,175 for the years 2020,
2019 and 2018, respectively.
The accompanying notes are an integral part of the consolidated financial statements.
F - 11
ELBIT SYSTEMS LTD. AND SUBSIDIARIES
STATEMENTS OF CHANGES IN EQUITY
U.S. dollars (In thousands, except share data)
Number of
outstanding
shares
42,787,257 $ 12,347 $
Share
capital
Additional
paid–in
capital
Accumulated
other
comprehensive
income (loss)
Retained
earnings
Treasury
shares
Non–
controlling
interest
262,122 $
(87,652) $
1,561,921 $ (40,428) $
9,662 $
Balance as of January 1, 2018
Cumulative effect of adoption of ASC
Topic 606
Exercise of options
Stock-based compensation
Dividends paid
Minority interest related to IMI's
acquisition
Other comprehensive loss, net of tax
expense of $2,175
Net income attributable to non-
controlling interests
Net income attributable to Elbit
Systems Ltd.'s shareholders
—
2,152
—
—
—
—
—
—
—
1
—
—
—
—
—
—
—
47
1,387
—
—
—
—
—
—
—
—
—
—
(7,292)
—
—
(1,433)
—
—
(75,305)
—
—
—
206,738
—
—
—
—
—
—
—
—
Total
equity
1,717,972
(1,433)
48
1,387
(75,305)
—
—
—
—
11,025
11,025
(649)
(7,941)
1,917
1,917
—
206,738
Balance as of December 31, 2018
42,789,409 $ 12,348 $
263,556 $
(94,944) $
1,691,921 $ (40,428) $
21,955 $
1,854,408
The accompanying notes are an integral part of the consolidated financial statements.
F - 12
ELBIT SYSTEMS LTD. AND SUBSIDIARIES
STATEMENTS OF CHANGES IN EQUITY
U.S. dollars (In thousands, except share data)
Balance as of January 1, 2019
Number of
outstanding
shares
42,789,409 $ 12,348 $
Share
capital
Additional
paid–in
capital
Accumulated
other
comprehensive
income (loss)
Retained
earnings
Treasury
shares
Non–
controlling
interest
Total
equity
263,556 $
(94,944) $
1,691,921 $ (40,428) $
21,955 $
1,854,408
Stock-based compensation
—
Issuance of treasury shares
1,408,921
Dividends paid
Other comprehensive loss, net of
tax expense of $924
Net income attributable to non-
controlling interests
Net income attributable to Elbit
Systems Ltd.'s shareholders
—
—
—
—
—
394
—
—
—
—
3,994
144,018
—
—
—
—
—
—
—
(50,019)
—
—
—
—
—
40,428
—
—
3,994
184,840
(57,719)
—
—
227,857
—
—
—
—
(4,859)
(62,578)
540
798
—
(49,479)
798
227,857
Balance as of December 31, 2019
44,198,330 $ 12,742 $
411,568 $
(144,963) $
1,862,059 $
— $
18,434 $
2,159,840
The accompanying notes are an integral part of the consolidated financial statements.
F - 13
ELBIT SYSTEMS LTD. AND SUBSIDIARIES
STATEMENTS OF CHANGES IN EQUITY
U.S. dollars (In thousands, except share data)
Balance as of January 1, 2020
Cumulative effect of adoption of ASC
326
Stock-based compensation
Dividends paid and declared
Other comprehensive loss, net of tax
expense of $1,891
Net income attributable to non-
controlling interests
Net income attributable to Elbit
Systems Ltd.'s shareholders
Number of
outstanding
shares
44,198,330 $ 12,742 $
Share
capital
Additional
paid–in
capital
Accumulated
other
comprehensive
income (loss)
Retained
earnings
Treasury
shares
Non–
controlling
interest
411,568 $
(144,963) $
1,862,059 $
— $
18,434 $
Total
equity
2,159,840
—
—
—
—
—
—
—
—
—
—
—
—
—
4,086
—
—
—
—
—
—
—
(66,259)
—
—
(5,484)
—
(93,253)
—
—
237,658
—
—
—
—
—
—
—
—
(5,484)
4,086
(4,386)
(97,639)
(1,163)
(67,422)
328
328
—
237,658
Balance as of December 31, 2020
44,198,330 $ 12,742 $
415,654 $
(211,222) $
2,000,980 $
— $
13,213 $
2,231,367
The accompanying notes are an integral part of the consolidated financial statements.
F - 14
ELBIT SYSTEMS LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
U.S. dollars (In thousands )
CASH FLOWS FROM OPERATING ACTIVITIES
Net income
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
Write-off impairment
Stock-based compensation
Amortization of Series A Notes discount (premium) and related issuance costs, net
Deferred income taxes and reserve, net
Loss (gain) on sale of property, plant and equipment
Gain on sale of investments, remeasurement of investments held under fair value
method and deconsolidation of subsidiary
Equity in net (earnings) losses of affiliated companies and partnerships, net of dividend
received(*)
Changes in operating assets and liabilities, net of amounts acquired:
Increase in short and long-term trade and unbilled receivables and contract assets, net
and prepaid expenses
Increase in inventories, net
Increase (decrease) in trade payables, other payables and accrued expenses
Severance, pension and termination indemnities, net
Increase (decrease) in contract liabilities (customer advances)
Net cash provided by (used in) operating activities
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant and equipment and other assets
Acquisitions of subsidiaries and business operations (Schedule A)
Investments in affiliated companies and other companies
Proceeds from premises evacuation grants receivable
Deconsolidation of subsidiary (Schedule B)
Proceeds from sale of property, plant and equipment
Proceeds from sale of investments
Proceeds from sale of long-term deposits, net
Investment in short-term deposits
Proceeds from sale of short-term deposits
Net cash used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from exercise of options
Issuance of treasury shares, net
Repayment of long-term loans
Proceeds from long-term loans
Repayment of Series A Notes
Dividends paid
Change in short-term bank credit and loans, net
Net cash provided by (used in) financing activities
Year ended December 31,
2019
2018
2020
$
237,986
$
228,655
$
208,655
144,420
7,932
4,086
(46)
(5,345)
(34,926)
137,146
3,692
3,994
(93)
(15,059)
(34,154)
118,205
13,334
1,387
(92)
13,724
2,080
(23,572)
(7,928)
(41,822)
(7,853)
8,526
17,929
(508,057)
(69,762)
143,847
31,394
358,730
278,834
(132,210)
218
(8,212)
—
—
71,933
44,200
221
(683)
1,666
(22,867)
—
—
(370,367)
201,551
(55,532)
(78,194)
104,309
(198,233)
(267,924)
(55,841)
115,621
4,629
(174,582)
(53,318)
(137,604)
(357,144)
(8,567)
344,913
—
36,671
—
(38)
(2,314)
17,294
(106,789)
—
184,840
(243,324)
350,000
(55,532)
(62,578)
(718)
172,688
(89,099)
(117,221)
(89,956)
(31,363)
185,898
191,659
(102,301)
(504,447)
(7,538)
—
(2,873)
4,388
—
(101)
(10,361)
30,363
(592,870)
48
—
(775)
342,528
(55,532)
(75,305)
242,652
453,616
52,405
156,074
208,479
15,707
NET INCREASE IN CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR
CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR
(*) Dividends received from affiliated companies and partnerships
57,734
221,060
278,794
9,151
$
$
$
12,581
208,479
221,060
10,300
$
$
$
$
$
$
The accompanying notes are an integral part of the consolidated financial statements.
F - 15
ELBIT SYSTEMS LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
U.S. dollars (In thousands )
SUPPLEMENTAL CASH FLOW ACTIVITIES:
Cash paid during the year for:
Income taxes, net
Interest
Year ended December 31,
2020
2019
2018
$
44,212
$
12,850
$
26,463
$
20,078
$
35,301
$
30,304
Schedule A: Acquisitions of subsidiaries and business operations
Estimated net fair value of assets acquired and liabilities assumed at the date of
acquisition was as follows:
Year ended December 31,
2019
2020
2018
Working capital (deficit), net (excluding cash and cash equivalents )
$
683
$
15,056
$
(105,392)
Property, plant and equipment
Other long-term assets
Goodwill and other intangible assets
Deferred income taxes
Employee benefit liabilities, net
Long-term liabilities
Non-controlling interest
Schedule B: Deconsolidation of subsidiary
Estimated net fair value of assets and liabilities that exited consolidation scope was
as follows:
Working capital, net (excluding cash and cash equivalents)
Other long term liabilities
Property, plant and equipment
Fair value of investment / interest retained
Gain from deconsolidation
Deconsolidation of subsidiary's cash, net
24,526
—
32,770
(2,537)
(32,482)
334,126
200,115
386,101
550,115
6,088
967
—
—
1,204
(19,930)
(5,633)
(382,871)
(3,545)
(126,963)
—
(11,025)
$
(218) $
357,144
$
504,447
Year ended December 31,
2020
2019
2018
$
$
—
—
—
—
—
—
$
$
—
—
—
—
—
—
$
2,514
838
(1,938)
43,350
(41,891)
$
2,873
The accompanying notes are an integral part of the consolidated financial statements.
F - 16
ELBIT SYSTEMS LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars (In thousands, except per share data)
Note 1 - GENERAL
A. GENERAL
Elbit Systems Ltd. (“Elbit Systems” or the “Company”) is an Israeli corporation that is 44.30% owned by the
Federmann Group. Elbit Systems’ shares are traded on the Nasdaq Global Select Market in the United States
(“Nasdaq”) and on the Tel-Aviv Stock Exchange (“TASE”). Elbit Systems and its subsidiaries (collectively the
“Company”) are engaged mainly in the fields of defense, homeland security and commercial aviation. Elbit Systems'
major wholly-owned subsidiaries are the Elbit Systems of America, LLC (“ESA”) companies, Elbit Systems Electro-
Optics Elop Ltd. (“Elop”), Elbit Systems C4I and Cyber Ltd. (“C4I and Cyber”), Elbit Systems EW and SIGINT -
Elisra Ltd. (“Elisra”) and Elbit Systems Land Ltd. (“ELS”).
B. SALES TO GOVERNMENTAL AGENCIES
The Company derives a majority of its revenues from direct or indirect sales to governments or governmental
agencies. As a result, these sales are subject to the special risks associated with sales to governments or governmental
agencies. These risks include, among others, dependence on the resources allocated by governments to defense
programs, changes in governmental priorities, anti-corruption regulations, changes in governmental regulations, cyber
security and information assurance requirements and changes in governmental approvals regarding export licenses
required for the Company’s products and for its suppliers. As for major customers, refer to Note 23C.
C. COVID-19 PANDEMIC IMPACT
The Coronavirus disease 2019 (COVID-19) was declared a pandemic by the World Health Organization in March
2020. COVID-19 has had significant negative impacts on the worldwide economy, resulting in disruptions to supply
chains and financial markets, significant travel restrictions, facility closures and shelter-in-place orders in various
locations. The Company closely monitored the evolution of the COVID-19 pandemic and its impacts on the
Company’s employees, customers and suppliers, as well as on the global economy.
The Company took a number of actions to protect the safety of its employees as well as maintain business continuity
and secure its supply chain. The Company also reported on a number of activities where it leveraged its technological
capabilities to assist hospital staffs and other first responders protecting communities from the impact of the
pandemic.
A series of cost control measures were implemented to help limit the financial impact of the pandemic on the
Company, in parallel to the measures taken to maintain business continuity and deliveries to customers. The Company
also worked on efficiency initiatives with a number of its suppliers.
During 2020 the Company's defense activities, which accounted for most of its business, were not materially impacted
by the pandemic, although some of the businesses experienced certain disruptions due to government directed safety
measures, travel restrictions and supply chain delays.
The significant slow-down in commercial air traffic, and the expectation that a commercial air traffic recovery to 2019
levels will likely take a number of years, have reduced the demand for products and services for the commercial
aviation markets. Additionally, manufacturers of aircraft for these markets have announced plans to reduce production
rates to adapt to the lower demand. Following a review of the economic impact on the Company’s assets overall, and
those assets impacted by the commercial aviation industry in particular, the Company recorded in the third quarter of
2020 non-cash expenses related to impairment of assets and inventory write-offs, due to COVID-19, in the amount of
approximately $60,004. These expenses were recorded mainly in the “Cost of Revenues” line item in the Consolidated
Statement of Income and were eliminated in the non-GAAP results as a category of expenses that are not part of the
Company’s recurring business.
F - 17
ELBIT SYSTEMS LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars (In thousands, except per share data)
Note 1 - GENERAL
D. ACQUISITIONS AND INVESTMENTS
1.
In September 2019, ESA completed the acquisition of the night vision business of L3Harris Technologies (the "Night
Vision Business") for a purchase price of approximately $351,500 subject to working capital adjustments. Located in
Roanoke, Virginia, the Night Vision Business is engaged in the development, production and supply of night vision
technology for the U.S. and allied military and security forces and for the U.S. federal homeland security market.
Following the acquisition, the Night Vision Business operates as Elbit Night Vision (“ENV”). The results of
operations of ENV were consolidated in the Company's financial statements commencing on the date of acquisition
and were immaterial to the Company's results of operations for the year ended December 31, 2019.
The preliminary purchase price allocation ("PPA") was based on information available at the time of closing the ENV
acquisition. During 2020, the Company finalized the PPA for ENV as a result of receiving certain information which
existed as of the date of acquisition.
The following table summarizes adjustments since the preliminary PPA was disclosed as of December 31, 2019:
Preliminary estimated
fair value
Adjustments
Fair value
Average expected
useful lives
Net tangible assets and liabilities assumed
(current and non-current), excluding cash
and cash equivalents
Technology
Customer relationships
Customer backlog
Goodwill
$
$
$
29,287
37,000
67,000
6,500
211,727
351,514
45,416
1,000
23,000
(200)
(69,216)
$
$
74,703
38,000
90,000
6,300
142,511
351,514
8 years
20 years
3 years
Goodwill represents the purchase price paid in excess of the fair value of net tangible and intangible assets acquired,
and is attributable primarily to expected synergies, economies of scale and the assembled workforce of ENV.
Expenses related to the Night Vision Business acquisition and other non-recurring expenses:
During the fourth quarter of 2019, following the acquisition of the Night Vision Business, the Company initiated a
reorganization plan, which includes charges related to the integration of ENV, primarily associated with write-off of
pre-contract costs and impairment of property, plant and equipment. Total expenses related to the Night Vision
Business acquisition and other non-recurring expenses amounted to approximately $55,030, as follows:
Expense type
Inventory write-off
Long-lived assets write-off
Expense category
Cost of revenue
2019
54,713
317
55,030
55,030
$
$
$
The results of operations of ENV were consolidated from the date of acquisition. Pro forma information has not been
provided because the impact of ENV's financial results was not material to the revenue and net income of the
Company.
F - 18
ELBIT SYSTEMS LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars (In thousands, except per share data)
Note 1 - GENERAL (Cont.)
D. ACQUISITIONS AND INVESTMENTS (Cont.)
2.
In January 2019, the Company completed the acquisition of 100% of an Israeli affiliated company, previously held by
the Company at 19%, for a purchase price of approximately $11,800, of which approximately $4,050 is contingent
consideration, which may become payable on the occurrence of certain future events. Based on a PPA performed by an
independent adviser, the purchase price was attributed mainly to goodwill (approximately $9,200) and to other
intangible assets (approximately $2,700). The results of operations of the acquired company were consolidated in the
Company's financial statements commencing on the date of acquisition. The effects of this acquisition on consolidated
revenues and net income were immaterial. Pro-forma information was not provided due to immateriality. As of
December 31, 2020, the contingent consideration was $958.
3.
In April 2018, the Company completed the acquisition of the assets and operations of the privately-owned U.S.
company Universal Avionics Systems Corporation (“Universal”), for a total consideration of approximately $123,581.
Universal is a developer and manufacturer of commercial avionics systems for the retrofit and forward-fit market for a
wide range of fixed and rotary-wing aircraft types.
Based on a PPA performed by an independent adviser, the purchase price was attributed to the fair value of assets
acquired and liabilities assumed as follows:
Net tangible assets and liabilities assumed (current and non-current), excluding cash and
cash equivalents
Technology
Customer relationships
Trademark
Goodwill
Fair
value
Expected useful
lives
$ 52,509
21,128
13,924
4,960
31,060
$ 123,581
15 years
15 years
20 years
The results of operations of Universal were consolidated from the date of acquisition. Pro forma information has not
been provided because the impact of Universal's financial results was not material to the revenue and net income of the
Company.
Goodwill represents the purchase price paid in excess of the fair value of net tangible and intangible assets acquired.
4.
In the second quarter of 2018, an Israeli subsidiary operating in the filed of commercial cybersecurity was
deconsolidated following an investment by a third party, which holds certain substantial participation rights, resulting
in loss of control over the subsidiary. As a result, the Company recognized in other operating income a net gain related
to the revaluation of the shares held by the Company of approximately $42,000 (see Note 6C(1)). In addition, in the
second quarter of 2018, a third party invested in a newly established Israeli subsidiary acting in the area of surgeon-
centered visualization technologies, resulting in loss of control of the subsidiary because the third party investor holds
certain substantial participation rights. As a result, the Company recognized in other operating income a net gain of
approximately $3,500 related to revaluation of the shares held by the Company (see Note 6C(2)).
During 2020, due to sale of holdings and third party investment, the Company had proceeds of approximately $48,000
of which $4,800 was placed in escrow until June 2021. In addition, the Company recognized in other income a net
gain of approximately $16,727. As part of the sale transaction the Company acquired business operations from an
affiliated company. (see Note 6C(1), Note 4 and Note 26).
F - 19
ELBIT SYSTEMS LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars (In thousands, except per share data)
Note 1 - GENERAL (Cont.)
D. ACQUISITIONS AND INVESTMENTS (Cont.)
5. On November 25, 2018, the Company completed the acquisition of 100% of the interests in an Israeli company, IMI
Systems Ltd. and its subsidiaries (collectively: "IMI"), for a total nominal consideration of approximately $520,000
(approximately NIS 1,900 million). The consideration was comprised of the following: approximately $380,000
(approximately NIS 1,400 million) paid in cash, approximately $24,000 (approximately NIS 90 million) is contingent
consideration recorded at fair value, subject to IMI achieving agreed performance goals, which may become payable
on the occurrence of certain future events, and approximately $111,400 (approximately NIS 358 million) at present
value are deferred payments to be paid in 2021 and 2022. As of December 31, 2020, the contingent consideration was
approximately $28,800.
The results of operations of the acquired company were consolidated in the Company's financial statements
commencing on the date of acquisition.
IMI is engaged primarily in the development and manufacture of precision munitions and armored vehicle
survivability and protection systems.
The following table summarizes the PPA :
Net tangible assets and liabilities assumed (current and non-current)
Employees benefit liabilities, net
Premises evacuation receivable
Backlog
Technology
Customer relationships
Goodwill
Average
expected useful
lives
mainly 10
mainly 8
mainly 10
Fair value
$
26,559
(391,244)
355,162
18,600
18,791
52,131
418,456
$
498,455
Goodwill represents the purchase price paid in excess of the fair value of net tangible and intangible assets acquired,
and is attributable primarily to expected synergies, economies of scale and the assembled workforce of IMI.
Further to the acquisition agreement, the Company was entitled to premises evacuation compensation in the amount of
approximately $365,000 (approximately NIS 1,365 million), upon the relocation of certain of IMI's facilities. During
2019, the Company sold the premises evacuation receivable for the amount of approximately $345,000 to an Israeli
bank and accounted for the transaction as a true sale under ASC 860. The Company is still entitled to receive building
inputs index adjustments on the base premises evacuation receivable, which is recorded as a financial asset measured
at fair value and as of December 31, 2020 amounted to approximately $29,100 (See Note 8).
F - 20
ELBIT SYSTEMS LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars (In thousands, except per share data)
Note 1 - GENERAL (Cont.)
D. ACQUISITIONS AND INVESTMENTS (Cont.)
5. Following are the supplemental consolidated financial results of the Company on an unaudited proforma basis, as if the
IMI acquisition had been consummated on January 1, 2017 (unaudited):
Proforma revenue
Proforma net income (loss)
Proforma earnings (loss) per share:
Basic
Diluted
December 31,
2018
4,028,656
(18,758)
(0.44)
(0.44)
$
$
$
$
These proforma results were based on estimates and assumptions, which the Company believes are reasonable. They are not
necessarily the results that would have been realized had the Company and IMI been a combined company during the
periods presented and are not necessarily indicative of the Company's consolidated results of operations in future periods.
The pro forma results include adjustments related to purchase accounting, primarily amortization of intangible assets,
depreciation related to the excess of cost over equity attributable to purchased real estate, property, plant and equipment and
elimination of inter-company transactions.
Expenses related to the IMI acquisition and other non-recurring expenses were as follows:
During the fourth quarter of 2018, following the acquisition of IMI, the Company initiated a reorganization plan, which
includes charges related to the integration of IMI, primarily associated with plans to abandon duplicate facilities,
manufacturing and supply chain infrastructure, write-off of pre-contract costs and impairment of property, plant and
equipment and intangible assets. Total expenses related to the IMI acquisition and other non-recurring expenses amounted
to approximately $69,464, as follows:
Expense type
Inventory write-off
Employees related costs(*)
Long-lived assets write-off
Intangibles write-off
Other
Expense category
Cost of revenue
Marketing and selling
Other income
2018
$
43,487
12,709
2,700
5,520
5,048
$
69,464
2018
66,636
128
2,700
69,464
$
$
(*)
Employees related costs represent non-recurring expenses related to certain reorganizational activities, primarily
related to one-time payments to certain Israeli subsidiaries' employees under collective bargaining agreements. In
addition, other income includes impairment charges on one of the Company's affiliates that was assessed to be
impaired given the more advanced IMI technology.
F - 21
ELBIT SYSTEMS LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars (In thousands, except per share data)
Note 1 - GENERAL (Cont.)
D. ACQUISITIONS AND INVESTMENTS (Cont.)
6.
7.
In June 2017, the Company completed the acquisition of a 100% interest in a Canadian company for a purchase price
of approximately $20,200, of which $10,500 was contingent consideration, that would become payable on the
occurrence of certain future events. Based on a PPA performed by an independent adviser, the purchase price was
attributed mainly to goodwill (approximately $9,500) and to other intangible assets (approximately $9,500). The
results of operations of the acquired company were consolidated in the Company's financial statements commencing
on the date of acquisition. During 2020, the Company eliminated its contingent consideration and as a result
recognized a gain of approximately $6,600 in costs of revenue.
In June 2017, the Company completed the acquisition of a 100% interest in a Brazilian company for a purchase price
of approximately $23,000, of which approximately $9,700 was contingent consideration, that would become payable
on the occurrence of certain future events. Based on a PPA performed by an independent adviser, the purchase price
was attributed mainly to goodwill (approximately $15,600) and to other intangible assets (approximately $12,300).
The results of operations of the acquired company were consolidated in the Company's financial statements
commencing on the date of acquisition. The effects on consolidated revenues and net income were immaterial. Pro-
forma information was not provided due to immateriality. During 2020, the Company eliminated its contingent
consideration and as a result recognized a gain of approximately $5,900 in general and administrative expenses.
F - 22
ELBIT SYSTEMS LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars (In thousands, except per share data)
Note 2 -
SIGNIFICANT ACCOUNTING POLICIES
The consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles
(“U.S. GAAP”).
A.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the amounts reported in the financial statements and
accompanying notes. The most significant assumptions are employed in estimates used in determining values of
intangible assets, warranty and contract loss accruals, legal contingencies, tax assets and tax liabilities, stock-based
compensation costs, retirement and post-retirement benefits (including the actuarial assumptions), financial
instruments with no observable market quotes, as well as in estimates used in applying the Company's revenue
recognition policies. Actual results may differ from estimated results.
B.
FUNCTIONAL CURRENCY
The Company’s revenues are generated mainly in U.S. dollars. In addition, most of the Company’s costs are incurred
in U.S. dollars. The Company’s management believes that the U.S. dollar is the primary currency of the economic
environment in which the Company operates. Thus, the functional and reporting currency of the Company is the U.S.
dollar.
Transactions and balances of the Company and certain subsidiaries that are denominated in other currencies have been
remeasured into U.S. dollars in accordance with principles set forth in ASC 830, “Foreign Currency Matters”. All
exchange gains and losses from the remeasurement mentioned above are reflected in the statement of income as
financial expenses or income, as appropriate.
For those Israeli and non-Israeli subsidiaries and investees whose functional currency has been determined to be other
than the U.S. dollar, assets and liabilities are translated at year-end exchange rates, and statement of income items are
translated at average exchange rates prevailing during the year. Resulting translation differences are recorded as a
separate component of accumulated other comprehensive income (loss) in equity.
C.
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of Elbit Systems and its wholly and majority-owned
subsidiaries and variable interest entities that are required to be consolidated.
Intercompany transactions and balances, including profit from intercompany sales not yet realized outside the
Company, have been eliminated upon consolidation.
F - 23
ELBIT SYSTEMS LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars (In thousands, except per share data)
Note 2 - SIGNIFICANT ACCOUNTING POLICIES (Cont.)
D.
COMPREHENSIVE INCOME
The Company accounts for comprehensive income in accordance with ASC 220, “Comprehensive Income”. This
statement establishes standards for the reporting and display of comprehensive income and its components.
Comprehensive income generally represents all changes in shareholders' equity during the period except those
resulting from investments by, or distributions to, shareholders. Accordingly, the Company presents a separate
statement of consolidated comprehensive income.
The following table displays the changes in accumulated other comprehensive income (loss), net of taxes, in the
amount of $66,259, $50,019 and $7,292, for the years ended December 31, 2020, 2019 and 2018, respectively, by
components:
Unrealized
gains (losses)
on available-
for-sale
marketable
securities
Unrealized
gains (losses)
with respect
to pension
and post-
retirement
benefit plans
Unrealized
gains (losses)
on derivative
instruments
Foreign
currency
translation
differences
Total
$
(6,963) $
11 $
(47,469) $
(33,231) $ (87,652)
(5,357)
9,162
3,805
—
(11)
(11)
3,321
(19,056)
(21,092)
4,649
—
13,800
7,970
(19,056)
(7,292)
$
(3,158) $
— $
(39,499) $
(52,287) $ (94,944)
19,838
(9,873)
9,965
—
—
—
(60,161)
6,822
(33,501)
(6,645)
—
(16,518)
(66,806)
6,822
(50,019)
6,807 $
— $
(106,305) $
(45,465) $ (144,963)
11,798 $
— $
(57,359) $
2,014 $ (43,547)
(39,280)
(27,482)
—
—
16,568
—
(22,712)
(40,791)
2,014
(66,259)
Balance as of January 1, 2018
Other comprehensive income (loss)
before reclassifications
Amount reclassified from accumulated
other comprehensive income (loss)
Net current-period other comprehensive
income (loss)
Balance as of January 1, 2019
Other comprehensive income (loss)
before reclassifications
Amount reclassified from accumulated
other comprehensive income (loss)
Net current-period other comprehensive
income (loss)
Balance as of January 1, 2020
Other comprehensive income (loss) before
reclassifications
Amount reclassified from accumulated
other comprehensive income (loss)
Net current-period other comprehensive
income (loss)
$
$
Balance as of December 31, 2020
$
(20,675) $
— $
(147,096) $
(43,451) $ (211,222)
F - 24
ELBIT SYSTEMS LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars (In thousands, except per share data)
Note 2 - SIGNIFICANT ACCOUNTING POLICIES (Cont.)
E.
BUSINESS COMBINATIONS
The Company applies ASC 805, “Business Combinations”. ASC 805 requires recognition of assets acquired, liabilities
assumed and non-controlling interest in the acquired entity at the acquisition date, measured at their fair values as of
that date. This ASC also requires the fair value of acquired in-process research and development (“IPR&D”) to be
recorded as intangibles with indefinite lives, contingent consideration to be recorded on the acquisition date and
restructuring and acquisition-related deal costs to be expensed as incurred. Any excess of the fair value of net assets
acquired over purchase price and any subsequent changes in estimated contingencies are to be recorded in earnings. In
addition, changes in valuation allowance related to acquired deferred tax assets and in acquired income tax position are
to be recognized in earnings.
F.
CASH AND CASH EQUIVALENTS
Cash equivalents are short-term highly liquid investments that are readily convertible to cash with original maturities
of three months or less, when purchased.
G.
SHORT-TERM BANK DEPOSITS AND RESTRICTED DEPOSITS
Short-term bank deposits are deposits with original maturities of more than three months but less than one year. The
short-term bank deposits are presented at their cost, which approximates fair value.
H.
INVENTORIES
Inventories are stated at the lower of cost or net realizable value. Inventory write-offs are provided to cover risks
arising from slow-moving items or technological obsolescence for which recoverability is not probable.
Cost is determined as follows:
•
•
Raw materials using the average or FIFO cost method.
Work in progress:
•
•
Costs incurred on certain long-term contracts in progress, but for which control has not transferred to the
customer, include direct labor, material, subcontractors, other direct costs and an allocation of overheads,
which represent recoverable costs incurred for production, allocable operating overhead cost and, where
appropriate, research and development costs (See Note 2(V)).
Labor overhead is generally included on the basis of updated hourly rates and is allocated to each project
according to the amount of hours expended. Material overhead is generally allocated to each project
based on the value of direct material that is charged to the project.
Pre-contract costs are generally expensed, but can be deferred and included in inventory only when such costs can be
directly associated with a specific anticipated contract and if their recoverability from the specific anticipated contract
is probable according to the guidelines of ASC 606.
F - 25
ELBIT SYSTEMS LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars (In thousands, except per share data)
Note 2 - SIGNIFICANT ACCOUNTING POLICIES (Cont.)
I.
INVESTMENT IN AFFILIATED COMPANIES, PARTNERSHIPS AND OTHER COMPANIES
Investments in affiliated companies and partnerships that are not controlled but over which the Company can exercise
significant influence (generally, entities in which the Company holds approximately between 20% to 50% of the
voting rights of the investee) are presented using the equity method of accounting. Profits on inter-company sales, not
realized outside the Company, are eliminated. The Company discontinues applying the equity method when its
investment (including advances and loans) is reduced to zero and the Company has not guaranteed obligations of the
affiliate or otherwise committed to provide further financial support to the affiliate.
For certain investments, the Company elected to measure the investments at fair value. Such elections are irrevocable.
Under the fair value method, investments are recorded at fair value and any changes in fair value are reported in the
consolidated statements of operations. All costs (other then purchase price) directly associated with the acquisition of
an investment to be accounted for using the fair value method are expensed as incurred.
Investments in preferred shares, which do not result in significant influence and without readily determinable fair
value, are measured at cost, less impairments, plus or minus observable price changes. Equity investments without
readily determinable fair value are assessed for impairment periodically.
A change in the Company’s proportionate share of an investee’s equity, resulting from issuance of common or in-
substance common stock by the investee to third parties, is recorded as a gain or loss in the consolidated income
statements in accordance with ASC 323-10-40-1.
J.
INVESTMENT IN AFFILIATED COMPANIES, PARTNERSHIPS AND OTHER COMPANIES (Cont.)
For investments in non-marketable equity securities without readily determinable fair values where the Company does
not have control or the ability to exercise significant influence over the operation and financial policies of the issuer of
the securities, the Company has elected to measure these investments at cost minus impairment, if any, plus or minus
changes resulting from observable price changes in orderly transactions for the identical or similar investment in the
same issuer. This election is made for each investment separately and is reassessed at each reporting period as to
whether the investment continues to qualify for this election. Additionally, at each reporting period, the Company
makes a qualitative assessment considering impairment indicators to evaluate whether the investment is impaired.
Management evaluates investments in affiliated companies, partnerships and other non-marketable equity securities for
evidence of other-than-temporary declines in value. Such evaluation is dependent on the specific facts and
circumstances. Accordingly, in determining whether other-than-temporary declines exist, management evaluates
various indicators for other-than-temporary declines and evaluates financial information (e.g, budgets, business plans,
financial statements, etc.). During 2020 the Company recorded impairment of approximately $4,400 for one of its
affiliated companies, during 2019 the Company recorded impairment of approximately $3,700 for three of its affiliated
companies and during 2018 the Company recorded impairment in an aggregate amount of approximately $17,500 for
three of its affiliated companies.
K.
VARIABLE INTEREST ENTITIES
ASC 810-10, “Consolidation”, provides a framework for identifying variable interest entities (“VIEs”) and
determining when a company should include the assets, liabilities, non-controlling interests and results of activities of
a VIE in its consolidated financial statements. According to ASC 810-10, the Company consolidates a VIE when it has
both (1) the power to direct the economically significant activities of the entity and (2) the obligation to absorb losses
of, or the right to receive benefits from, the entity that could potentially be significant to the VIE. The determination of
whether the Company should consolidate a VIE is evaluated continuously as existing relationships change or future
transactions occur.
F - 26
ELBIT SYSTEMS LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars (In thousands, except per share data)
Note 2 - SIGNIFICANT ACCOUNTING POLICIES (Cont.)
K.
VARIABLE INTEREST ENTITIES (Cont.)
The Company’s assessment of whether an entity is a VIE and the determination of the primary beneficiary is
judgmental in nature and involves the use of significant estimates and assumptions. Those include, among others,
forecasted cash flows, their respective probabilities and the economic value of certain preference rights. In addition,
such assessment also involves estimates of whether an entity can finance its current activities, until it reaches
profitability, without additional subordinated financial support.
Also according to ASC 810, a non-controlling interest in a subsidiary is an ownership interest in the consolidated
entity that should be reported as a separate component of equity in the consolidated financial statements. As such,
changes in the parent’s ownership interest with no change of control are treated as equity transactions, rather than
acquisitions achieved in stages or dilution gains or losses. Losses of partially-owned consolidated subsidiaries will
continue to be allocated to the non-controlling interests even when the investment in the subsidiary was already
reduced to zero.
A 51%-held subsidiary in the U.K. (the “UK Subsidiary”) is considered to be a VIE. As Elbit Systems is the primary
beneficiary and has both the power to direct its activities and absorb the majority of its losses or the right to the
majority of its earnings based upon holding the 51% economic interest, the UK Subsidiary is consolidated in the
Company’s financial statements.
The Company holds 50% of the contractual rights in, and is the primary beneficiary of, an Israeli limited partnership,
which is considered to be a VIE and is consolidated in the Company’s financial statements.
L.
LONG-TERM RECEIVABLES
Long-term trade, unbilled (contract assets) and other receivables, with payment terms in excess of one year that are
considered collectible, are recorded at their estimated present values (determined based on the market interest rates at
the date of initial recognition).
M.
LONG-TERM BANK DEPOSITS
Long-term bank deposits are deposits with maturities of more than one year. These deposits are presented at cost and
earn interest at market rates. Accumulated interest to be received over the next year is recorded as a current asset. The
deposits and accumulated interest approximate fair value.
F - 27
ELBIT SYSTEMS LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars (In thousands, except per share data)
Note 2 - SIGNIFICANT ACCOUNTING POLICIES (Cont.)
N.
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are stated at cost, net of accumulated depreciation and investment grants. For equipment
produced for the Company’s own use, cost includes materials, labor and overhead (including interest costs, when
applicable) but not in excess of the fair value of the equipment.
Depreciation is calculated by the straight-line method over the estimated useful life of the assets at the following
annual rates:
Buildings and leasehold improvements (*)
Instruments, machinery and equipment
Office furniture and other
Motor vehicles and airplanes
%
2%-20%
10%-33%
7%-15%
15%-20% (Mainly 15%)
(*) Leasehold improvements are amortized generally over the term of the lease or the useful life of the assets,
whichever is shorter.
The Company capitalizes direct costs (internal and external) of materials and services used in the development and
purchase of internal-use software. Amounts capitalized are amortized on a straight-line basis over a period of 3 to 12
years and are reported as a component of property and equipment.
The Company is in the process of developing and implementing a new Enterprise Resource Planning (“ERP”) system.
Certain costs incurred during the application development stage have been capitalized in accordance with authoritative
accounting guidance related to accounting for the cost of computer software developed or obtained for internal use.
The net book value of capitalized costs for this new ERP system was approximately $66,490 and $47,957, as of
December 31, 2020 and 2019, respectively. These costs are amortized over the system's estimated useful life, over a
period not to exceed 12 years in the aggregate, as the ERP system is placed in service.
O.
OTHER INTANGIBLE ASSETS
Other identifiable intangible assets mainly consist of purchased technology, customer relations and trademarks. These
intangible assets are stated at cost, net of accumulated amortization and impairments, and are amortized over their
useful life using the straight-line method or the accelerated method, whichever better reflects the applicable expected
utilization pattern.
P.
IMPAIRMENT OF LONG-LIVED ASSETS
The Company’s long-lived assets and finite-lived intangible assets are reviewed for impairment in accordance with
ASC 360 “Property, Plant and Equipment”, whenever events or changes in circumstances indicate that the carrying
amount of an asset may not be recoverable.
Recoverability of assets (or assets group) to be held and used is determined by a comparison of the carrying amount of
an asset to the future undiscounted cash flows expected to be generated by the asset. If the carrying amount is higher,
an asset is deemed to be impaired and the impairment to be recognized is measured by the amount by which the
carrying amount of the asset exceeds its fair value. For the year ended December 31, 2020, the Company recognized
an impairment of approximately $3,500 as part of COVID-19 write-offs. (see Note 1C). For the year ended December
31, 2019, no impairment was recognized. For the year ended December 31, 2018, the Company recognized an
impairment of approximately $5,520 (see Note 1D(4)). As required by ASC 820, “Fair Value Measurements”, the
Company applies assumptions that marketplace participants would consider in determining the fair value of long-lived
assets (or asset groups).
F - 28
ELBIT SYSTEMS LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars (In thousands, except per share data)
Note 2 - SIGNIFICANT ACCOUNTING POLICIES (Cont.)
Q.
GOODWILL IMPAIRMENT
Goodwill is subject to an impairment test at the reporting unit level on an annual basis (or more frequently if
impairment indicators arise).
The Company identified several reporting units based on the guidance of ASC 350, “Intangibles – Goodwill and
Other”.
The impairment test compares carrying values of the reporting units to its estimated fair values. If the carrying value
exceeds the fair value, then the Company recognizes an impairment of goodwill for the amount of this excess. For each
of the three years in the period ended December 31, 2020, no impairment was identified.
As required by ASC 820, “Fair Value Measurement”, the Company applies assumptions that market place participants
would consider in determining the fair value of each reporting unit.
R.
SEVERANCE PAY
Elbit Systems’ and its Israeli subsidiaries’ obligations for severance pay are calculated pursuant to Israel’s Severance
Pay Law, based on the most recent salary of the employees multiplied by the number of years of employment as of the
balance sheet date and are presented on an undiscounted basis (the “Shut Down Method”). Subject to certain
conditions, employees are entitled to one month’s salary for each year of employment or a portion thereof. The
obligation is funded by monthly deposits through insurance policies and by an accrual. The value of these policies is
recorded as an asset on the Company’s balance sheet. The deposited funds may be withdrawn only upon the fulfillment
of the obligation, pursuant to the Severance Pay Law or labor agreements. The value of the deposited funds is based on
the cash surrender value of these policies and includes profits (or losses) accumulated to the balance sheet date.
Elbit Systems and its Israeli subsidiaries have entered into an agreement with some of its employees implementing
Section 14 of the Severance Pay Law and the General Approval of the Labor Minister dated June 30, 1998, issued in
accordance with such Section 14. The agreement mandates that upon termination of such employees’ employment, all
the amounts accrued in their insurance policies will be released to them. The severance pay liabilities and deposits
covered by these plans are not reflected in the balance sheet, as the severance pay risks have been irrevocably
transferred to the severance funds.
Severance pay expenses for the years ended December 31, 2020, 2019 and 2018, amounted to approximately $66,841,
$59,943 and $56,515, respectively.
S.
PENSION AND OTHER POSTRETIREMENT BENEFITS
The Company accounts for its obligations for pension and other post-retirement benefits in accordance with ASC 715,
“Compensation – Retirement Benefits”. The Company reports the service cost component of net retirement benefit
cost separately from the other components of net retirement benefit cost in the Consolidated Statement of Income (see
Note 17).
F - 29
ELBIT SYSTEMS LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars (In thousands, except per share data)
Note 2 - SIGNIFICANT ACCOUNTING POLICIES (Cont.)
T.
REVENUE RECOGNITION
The Company generates revenues primarily from fixed-price long-term contracts involving the design, development,
manufacture and integration of defense systems and products. To a lesser extent, the Company generates revenues
from short-term contracts or support and services which could be either fixed-price or cost-reimbursement contracts.
Revenues from our contracts are recognized using the five-step model in ASC 606, "Revenue from Contracts with
Customers". At first, the Company determines if an agreement with a customer is considered a contract to the extent it
has a commercial substance, it is approved in writing by both parties, all rights and obligations including payment
terms are identifiable, the agreement between the parties creates enforceable rights and obligations, and collectability
in exchange for goods and services that will be transferred to the customer is considered probable. The Company then
assesses the transaction price for a contract in order to determine the consideration the Company expects to receive for
satisfying the performance obligations called for in the contract. The Company assesses the timing of transfer of goods
and services to the customer as compared to the timing of payments, to determine whether a significant financing
component exists. As a practical expedient, the Company does not assess the existence of a significant financing
component when the difference between payment and transfer of control is less than one year. To the extent the
transaction price includes variable consideration (e.g., contract penalties, economic price adjustments, unpriced change
orders or like measures), the Company usually estimates the most likely amount that should be included in the
transaction price subject to constraints based on the specific facts and circumstances.
At the inception of a contract, the Company also evaluates the products and services promised by it in order to
determine if the contract should be separated into more than one performance obligation. The products and services in
the Company's contracts are often not distinct from one another due to a customer defined interrelated operational
performance requirement, a highly complex interrelated and integrated system or solutions design and significant
contract management requirements. To a lesser extent, such performance obligations could be for performance of
services, or other distinct performance obligations such as indirect buy-back transactions (see Note 21B), which may
be distinct and separated into a performance obligation. Following the determination of the performance obligations in
the contract, the Company allocates the total transaction price to each performance obligation in an amount based on
the estimated relative standalone selling prices of the promised goods or services underlying each performance
obligation.
Standalone selling price is the price at which the Company would sell a promised good or service separately to a
customer. Standalone selling prices for the Company’s products and services are generally not observable, and
consequently the Company would use the “Expected Cost plus a Margin” approach to determine a standalone selling
price. Expected costs are typically derived from our performance cost forecast information.
The Company recognizes revenues for each of the identified performance obligations when its customer obtains
control of the products or services. The assessment of when the customer obtains control involves significant
judgments, which consider, among other things, whether there is an alternative use for a product, the contract terms,
assessment of the enforceable rights for payments and technical or contractual constraints. As a practical expedient we
may occasionally account for a group of performance obligations or contracts collectively, as opposed to individually
by using the "portfolio approach". Under the "portfolio approach" practical expedient, the Company may combine
individual performance obligations, if the goods or services of the individual performance obligations have similar
characteristics and the Company reasonably expects that the effect on the financial statements of applying this
practical expedient would not differ materially from applying the expedient to the individual contracts or performance
obligations within that portfolio.
F - 30
ELBIT SYSTEMS LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars (In thousands, except per share data)
Note 2 - SIGNIFICANT ACCOUNTING POLICIES (Cont.)
T.
REVENUE RECOGNITION (Cont.)
For most of the Company's long-term contracts, where the Company's performance does not create an asset with an
alternative use, the Company recognizes revenue over time as it performs because of continuous transfer of control to
the customer. For Israeli, U.S. and some other government contracts, this continuous transfer of control to the
customer is supported by clauses in the contract that allow the customer to unilaterally terminate the contract for
convenience, pay the Company for costs incurred plus a reasonable profit and take control of any work-in-process.
Similarly, for other government contracts, the customer typically controls the work-in-process as evidenced either by
contractual termination for convenience clauses or by the Company's rights to payment for work performed to date
plus a reasonable profit for products or services that do not have an alternative use to the Company.
For these performance obligations that are satisfied over time, the Company generally recognizes revenue using an
input method with revenue amounts being recognized proportionately as costs are incurred relative to the total
expected costs to satisfy the performance obligation. The Company believes that costs incurred as a portion of total
estimated costs is an appropriate measure of progress towards satisfaction of the performance obligation since this
measure reasonably depicts the progress of the work effort. Revenue for performance obligations that are not
recognized over time are recognized at the point in time when control transfers to the customer (which is generally
upon delivery and acceptance). For performance obligations that are satisfied at a point in time, the Company evaluates
the point in time when the customer can direct the use of, and obtain the benefits from, the products and services.
Shipping and handling costs are not considered performance obligations and are included in cost of sales as incurred.
Service revenues include contracts primarily for the provision of supplies and services other than those associated with
design, development or manufacturing or delivery of products. It may be a standalone service contract or a service
performance obligation, which is distinct from a contract or performance obligation for the design, development or
delivery of products. Our service contracts include contracts in which the customer simultaneously receives and
consumes the benefits provided as the performance obligations are satisfied. Our service contracts primarily include
operation-type contracts, outsourcing-type arrangements, maintenance contracts, training and similar activities.
Revenues from service contracts or performance obligations were less than 10% of total revenues in each of the years
ended December 31, 2020, 2019 and 2018.
Accounting for long-term contracts involves the use of various techniques to estimate total contract revenue and
performance costs. For long-term contracts, the Company estimates the profit on a contract as the difference between
the total estimated transaction price and the total expected performance costs of the contract and recognizes revenue
and costs over the life of the contract. Changes to performance cost estimates under a contract may occur in a situation
where: (a) identified contract risks cannot be resolved within the cost estimates included in a contract's estimated costs
at completion (“EAC”); or (b) new or unforeseen risks or changes in the performance cost estimates must be
incorporated into the contract's EAC. The nature of the Company's numerous contracts is such that refinements of the
estimated performance costs or revenues for a project may occur for various reasons, including: contract change
orders, option exercise, changes in labor costs, change in subcontractors and other procurement costs, efficiency
variances, customer specifications and testing requirement, economic price adjustments, significant technical and
development matters encountered during performance and provision for loss. Changes to performance cost or revenues
estimates on contracts are considered in estimating sales and profit margins and are recorded when they are probable
and reasonably determinable by management. Changes in estimated revenues and/or estimated project costs which are
related to an existing performance obligation, and that are not distinct from those goods and services already provided,
and therefore form part of single performance obligation, are recorded in the period the change is reasonably
determinable, with the full amount of the inception-to-date effect of such changes recorded in such period on a
"cumulative catch-up" basis. For contracts that are deemed to be loss contracts, the Company establishes forward loss
reserves for total estimated costs that are in excess of total estimated consideration under a contract in the period in
which they become probable. If any of the above factors were to change, or if different assumptions were used in
estimating progress cost and measuring progress towards completion, it is possible that materially different amounts
would be reported in the Company’s consolidated financial statements.
F - 31
ELBIT SYSTEMS LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars (In thousands, except per share data)
Note 2 - SIGNIFICANT ACCOUNTING POLICIES (Cont.)
T.
REVENUE RECOGNITION (Cont.)
Management periodically reviews the estimates of progress towards completion and contract costs. These estimates are
determined, based on engineering estimates and past experience, by personnel having the appropriate authority and
expertise to make reasonable estimates of the related costs. Such engineering estimates are reviewed for each specific
contract by professional personnel from various disciplines within the organization. These estimates take into
consideration the probability of achievement of certain milestones, as well as other factors that might impact the
contract’s completion and projected cost.
The aggregate cumulative catch-up adjustment in EAC estimates on significant contracts had the following favorable/
(unfavorable) impact on the Company's operating results:
Cost of revenues, net
Percentage of cost of revenues(*)
Net income
Diluted earning per share
Year ended December 31,
2020
2019
2018
$ (45,700)
$ 4,600
$ 32,200
(1.33) %
0.14 %
1.19 %
$ (39,400)
$ 4,200
$ 28,600
$
(0.89)
$
0.10
$
0.67
(*) Percentage of cost of revenues during 2020 is excludes impairment of assets related to the COVID-19 impact (see
Note 1C). During 2019 and 2018 it excluded non-recurring acquisition related expenses recorded in cost of
revenues.
In addition, the net impact of these EAC adjustments on revenue recognized from the Company's' performance
obligations was approximately (19,400), $ 27,040 and $47,520 for the years ended December 31, 2020, 2019 and
2018, respectively.
Disaggregation of revenue:
Revenue by products and services was as follows:
Revenue from sale of products
Service revenue
Revenue by transfer type was as follows:
Over time
Point in time
Year ended December 31,
2020
4,312,010
350,562
4,662,572
$
$
2019
4,146,618
361,782
4,508,400
$
$
Year ended December 31,
2020
2019
$
$
3,243,785
$
3,432,511
1,418,787
1,075,889
4,662,572
$
4,508,400
F - 32
ELBIT SYSTEMS LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars (In thousands, except per share data)
Note 2 - SIGNIFICANT ACCOUNTING POLICIES (Cont.)
T.
REVENUE RECOGNITION (Cont.)
Revenue by customers was as follows:
Israel Government Authorities (1,2)
US Government (2)
Other Governments
Commercial sales and other
Year ended December 31,
2020
2019
$
1,081,609 $
1,134,703
1,030,313
2,107,730
442,920
800,345
2,121,164
452,188
$
4,662,572 $
4,508,400
(1) Including U.S. Foreign Military Financing sales
(2) Including indirect sales
See Note 23 for disaggregation of revenues by areas of operations and geographic areas.
Remaining performance obligations ("Backlog"):
Backlog represents the future revenues expected to be recognized on firm orders received by the Company and is
equivalent to the Company’s remaining performance obligations at the end of each period for a remaining period of
more than a year. Unexercised contract options and indefinite delivery indefinite quantity ("IDIQ") contracts are not
included in backlog until the time an option or specific task order is authorized, exercised or awarded.
The Company's backlog as of December 31, 2020 was $11,023,800. The Company expects to recognize approximately
65% as revenues in 2021 and 2022, with the remainder to be recognized thereafter.
U.
WARRANTY
The Company estimates the costs that may be incurred under its basic warranty. Such costs are estimated as part of the
total contract’s cost and are recorded as a liability at the time revenue is recognized. The specific terms and conditions
of those warranties vary depending upon the product sold and the country in which the Company does business.
Factors that affect the Company’s warranty cost include the number of delivered products, engineering estimates and
anticipated rates of warranty claims. The Company periodically assesses the adequacy of its recorded warranty cost
and adjusts the amount as necessary.
Changes in the Company’s provision for warranty, which is included mainly in other payables and accrued expenses in
the balance sheet, are as follows:
Balance, at January 1
Warranties issued during the year
Reduction due to expired warranties or claims during the year
Additions resulting from acquisitions
Balance, at December 31
2020
2019
$ 181,323 $ 219,695
114,730
58,298
(71,698)
(98,224)
—
1,554
$ 224,355 $ 181,323
F - 33
ELBIT SYSTEMS LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars (In thousands, except per share data)
Note 2 - SIGNIFICANT ACCOUNTING POLICIES (Cont.)
V.
RESEARCH AND DEVELOPMENT COSTS
Research and development costs, net of participation grants, include costs incurred for independent research and
development and bid and proposal efforts and are expensed as incurred unless the costs are related to certain
contractual arrangements, which are recorded as part of cost of revenues over the period that revenue is recognized,
consistent with the Company’s revenue recognition accounting policy. The Company does not perform significant
stand-alone research and development for others.
The Company has certain research and development contractual arrangements that meet the requirements for best
efforts research and development accounting. Accordingly, the amounts funded by the customer are recognized as an
offset to its research and development expenses rather than as contract revenues.
Elbit Systems and certain Israeli subsidiaries receive grants (mainly royalty-bearing) from the Israeli Innovation
Authority of the Ministry of Economy (formerly the Office of Chief Scientist's) and from other sources for the
purpose of partially funding approved research and development projects. The grants are not to be repaid, but instead
Elbit Systems and certain Israeli subsidiaries are required to pay royalties as a percentage of future sales if and when
sales from the funded projects are generated. These grants are recognized as a deduction from research and
development costs at the time the applicable entity is entitled to such grants on the basis of the research and
development costs incurred. Since the payment of royalties is not probable when the grants are received, the Company
records a liability in the amount of the estimated royalties for each individual contract, when the related revenues are
recognized, as part of COR. For more information regarding such royalty commitments see Note 21A. For more
information regarding grants and participation received see Note 24.
W.
INCOME TAXES
The Company accounts for income taxes and uncertain tax positions in accordance with ASC 740, “Income Taxes”.
This guidance prescribes the use of the liability method whereby deferred tax asset and liability account balances are
determined based on differences between financial reporting and tax bases of assets and liabilities and are measured
using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company
provides a valuation allowance, if necessary, to reduce deferred tax assets to amounts that are more likely than not to
be realized.
The Company establishes reserves for uncertain tax positions based on an evaluation of whether the tax position is
“more likely than not” to be sustained upon examination. The Company records interest and penalties pertaining to its
uncertain tax positions in the financial statements as income tax expense.
X.
CONCENTRATION OF CREDIT RISKS
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash
and cash equivalents, short and long-term deposits, marketable securities and trade receivables.
The majority of the Company’s cash and cash equivalents and short and long-term deposits are invested with major
banks, mainly in Israel and the United States. Deposits in the U.S. may be in excess of insured limits and are not
insured in other jurisdictions. Management believes that the financial institutions that hold the Company’s investments
have a high credit rating.
F - 34
ELBIT SYSTEMS LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars (In thousands, except per share data)
Note 2 - SIGNIFICANT ACCOUNTING POLICIES (Cont.)
X.
CONCENTRATION OF CREDIT RISKS (Cont.)
The Company’s trade receivables are derived primarily from sales to large and stable customers and governments
located mainly in Israel, the United States, Europe and Asia-Pacific. The Company performs ongoing credit
evaluations of its customers and has not experienced in recent years any unexpected material losses. An allowance for
credit risk is recognized with respect to those amounts that the Company has determined to be doubtful of collection.
The Company entered into foreign exchange forward contracts and cross currency interest rate swaps (together
“derivative instruments”) intended to protect against the increase in the dollar equivalent value of forecasted non-dollar
currency cash flows and interest as applicable. These derivative instruments are designed to effectively hedge the
Company’s non-dollar currency and interest rates exposures (see Note 2Y).
Y.
DERIVATIVE FINANCIAL INSTRUMENTS
The Company accounts for derivatives and hedging based on ASC 815, “Derivatives and Hedging”, which requires the
Company to recognize all derivatives on the balance sheet at fair value. For derivative instruments that are designated
and qualify as a cash flow hedge (i.e., hedging the exposure to variability in expected future cash flows that is
attributable to a particular risk), the gain or loss on the derivative instrument is reported as a component of other
comprehensive income (loss) and reclassified into earnings in the same period or periods during which the hedged
transaction affects earnings. Changes in the fair values of hedge components excluded from the assessment of
effectiveness are recognized immediately in net earnings under the mark-to-market approach. The classifications of
gains or losses recognized on cash flow hedging instruments and excluded components within the Consolidated
Statements of Income are the same as the underlying exposures.
For derivative instruments that do not meet the definition of a hedge, the changes in fair value are included
immediately in earnings in “Financial expenses, net” in each reporting period (see Note 25).
As part of its hedging strategy, the Company enters into forward exchange contracts in order to protect the Company
from the risk that the eventual dollar cash flows from the sale to international customers and purchase of products from
international vendors will be adversely affected by changes in exchange rates.
The Company also may enter into forward exchange contracts and options strategies in order to limit the exposure to
exchange rate fluctuation associated with payroll expenses mainly incurred in NIS.
In connection with the issuance of Series A Notes in 2010 and in 2012 on the Tel Aviv Stock Exchange (see Note 16),
the Company entered into cross-currency interest rate swap transactions with a notional principal of the NIS 1.1 billion
and NIS 0.9 billion, respectively, to effectively hedge the effect of interest and exchange rate difference from the NIS
Series A Notes. The cross-currency interest rate swap instruments effectively convert the fixed interest rate of the debt
to a floating interest rate. The terms of the swap agreements substantially match the terms of the debt. Under the terms
of the swap agreements, the Company receives interest payments semi-annually in NIS at an annual rate of 4.84% on
the notional principal and pays interest semi-annually in U.S. dollars at an annual weighted rate of six-month LIBOR
plus 1.84% on the notional principal.
The swap agreements are designated as a fair value hedge. The gains and losses related to changes in the fair value of
the cross-currency interest rate swap transactions are included in interest expense and substantially offset changes in
the fair value of the hedged portion of the underlying hedged Series A Notes.
F - 35
ELBIT SYSTEMS LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars (In thousands, except per share data)
Note 2 - SIGNIFICANT ACCOUNTING POLICIES (Cont.)
Z.
STOCK-BASED COMPENSATION
The Company accounts for share-based arrangements under ASC 718, “Compensation – Stock Compensation”, which
requires all share-based payments, including grants of employee stock options to be recognized in the income
statement based on their fair values.
The fair value based cost of employee stock options is estimated at the grant date using a lattice-based option valuation
model. During the two years ended December 31, 2020 there were no option grants to the Company's employees and
non-employees.
AA.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying amounts of cash and cash equivalents, short-term bank deposits, trade receivables, short-term bank credit
and loans and trade payables approximate their fair values due to the short-term maturities of such instruments.
The fair value of long-term loans is estimated by discounting the future cash flows using current interest rates for loans
of similar terms and maturities. The carrying amount of the long-term loans approximates their fair value.
The Company accounts for certain assets and liabilities at fair value under ASC 820, “Fair Value Measurement”. Fair
value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an
orderly transaction between market participants. As such, fair value is a market-based measurement that should be
determined based on assumptions that market participants would use in pricing an asset or a liability.
The hierarchy below lists three levels of fair value based on the extent to which inputs used in measuring fair value are
observable in the market. The Company categorizes each of its fair value measurements in one of these three levels
based on the lowest level input that is significant to the fair value measurement in its entirety.
The three levels of inputs that may be used to measure fair value are as follows:
Level 1 - Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets;
Level 2 - Includes other inputs that are directly or indirectly observable in the marketplace, other than quoted prices
included in Level 1, such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical
or similar assets or liabilities in markets with insufficient volume or infrequent transactions or other inputs that are
observable (model-derived valuations in which significant inputs are observable), or can be derived principally from or
corroborated by observable market data; and
F - 36
ELBIT SYSTEMS LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars (In thousands, except per share data)
Note 2 - SIGNIFICANT ACCOUNTING POLICIES (Cont.)
AA.
FAIR VALUE OF FINANCIAL INSTRUMENTS (Cont.
Level 3 - Unobservable inputs that are supported by little or no market activity.
The availability of observable inputs can vary from instrument to instrument and is affected by a wide variety of
factors, including, for example, the type of instrument, the liquidity of markets and other characteristics particular to
the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the
market, the determination of fair value requires more judgment and the instruments are categorized as Level 3.
Under FASB ASC 825-10, the Company may elect to report certain other items at fair value on an instrument-by-
instrument basis with changes in fair value reported in net income. After the initial adoption, the election is made at the
time an eligible financial asset or financial liability or firm commitment is acquired or incurred, as applicable, or when
certain specified reconsideration events occur. The fair value election, with respect to an item, may not be revoked
once an election is made.
The Company has elected to account for certain investments that would otherwise be accounted for under the equity
method using the fair value method (see Note 6). For these investments the Company will also measure any guarantee
at fair value, with changes in fair value reported through earnings. Such investments are categorized as level 3.
The Company’s cross-currency interest rate swaps are valued under an income approach using industry-standard
models that consider various assumptions, including time value, volatility factors, current market and contractual
prices for the underlying and counterparty non-performance risk. Substantially all of these assumptions are observable
in the marketplace throughout the full term of the instruments, and can be derived from observable data or are
supported by observable levels at which transactions are executed in the marketplace. Accordingly, such instruments
are categorized as Level 2.
The Company measures its marketable equity securities and foreign currency derivative instruments at fair value.
Government debt securities are classified as Level 1.
The Company’s foreign currency derivative instruments are classified as Level 2 because valuation inputs are based on
quoted prices and market observable data of similar instruments.
Investments elected to be accounted for using the fair value method classified under Level 3, evaluated by applying
relevant methods as the market approach with the use of an option pricing method or the earning approach using
discounted future cash flows.
Contingent purchase obligations and deferred payments related to acquisitions accounted under Level 3 are accounted
for under the discounted cash flow method.
F - 37
ELBIT SYSTEMS LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars (In thousands, except per share data)
Note 2 - SIGNIFICANT ACCOUNTING POLICIES (Cont.)
AA.
FAIR VALUE OF FINANCIAL INSTRUMENTS (Cont.)
Assets and liabilities measured at fair value on a recurring basis are summarized below:
Description of Assets
Foreign currency derivatives and option contracts
Cross-currency interest rate swap
Premises evacuation
Investments elected to be accounted for using the fair value method
Liabilities
Contingent purchase obligation
Foreign currency derivative and option contracts
Total
Fair value measurement at
December 31, 2020 using
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
$
— $
14,676 $
—
—
—
16,851
—
—
—
—
29,133
37,963
—
—
— $
—
(22,579)
8,948 $
(141,178)
—
(74,082)
$
Fair value measurement at
December 31, 2019 using
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Description of Assets
Foreign currency derivatives and option contracts
Cross-currency interest rate swap
Premises evacuation
Investments elected to be accounted for using the fair value method
Liabilities
Contingent purchase obligation
Foreign currency derivative and option contracts
Total
$
$
— $
—
—
—
—
—
— $
23,886 $
6,183
—
—
—
—
30,867
51,415
—
(8,326)
21,743 $
(147,086)
—
(64,804)
F - 38
ELBIT SYSTEMS LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars (In thousands, except per share data)
Note 2 - SIGNIFICANT ACCOUNTING POLICIES (Cont.)
AB.
TRANSFERS OF FINANCIAL ASSETS
ASC 860, “Transfers and Servicing”, establishes a standard for determining when a transfer of financial assets should
be accounted for as a sale. The Company's arrangements are such that the underlying conditions are met for transfers
of financial assets to qualify for accounting as a true sale. Transfers of financial assets typically consist of the factoring
of receivables to Israeli and European financial institutions. The Company sold rights to receive payments from
customers in a total amount of $250,943 and $63,259 during the years 2020 and 2019, respectively. Financial expenses
related to the sold rights were $3,500 and $2,200 for the years ended December 31, 2020 and 2019, respectively. Also,
during 2019, the Company sold a premises evacuation receivable in the amount of $362,381 (see Note 1C(5)). Control
and risk of these rights were fully transferred in accordance with ASC 860.
The Company's agreement pursuant to which the Company sells its trade receivables is structured such that the
Company (i) transfers the proprietary rights in the receivable from the Company to the financial institution, (ii) legally
isolates the receivable from the Company's other assets, and presumptively puts the receivable beyond the lawful reach
of the Company and its creditors, even in bankruptcy or other receivership, (iii) confers on the financial institution the
right to further pledge or exchange the receivable and (iv) eliminates the Company's effective control over the
receivable, in the sense that the Company is not entitled and will not be obligated to repurchase the receivable other
than in case of failure by the Company to fulfill its commercial obligation under the contract giving rise to the
receivable.
AC.
BASIC AND DILUTED NET EARNINGS PER SHARE
Basic earnings per share are computed based on the weighted average number of outstanding ordinary shares during
each year. Diluted earnings per share are computed based on the weighted average number of outstanding ordinary
shares during each year, plus dilutive potential ordinary shares outstanding during the year. Outstanding stock options
are excluded from the calculation of the diluted earnings per share when their effect is anti-dilutive.
The weighted average number of shares related to outstanding anti-dilutive stock options excluded from the
calculations of diluted net earnings per share was not material in each of the three years ended December 31, 2020.
AD.
RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS
(1)
In January 2017, the FASB issued ASU 2017-04, "Intangibles-Goodwill and Other (Topic 350): Simplifying
the Test for Goodwill Impairment.“ ASU 2017-04 eliminates step two of the goodwill impairment test and
specifies that goodwill impairment should be measured by comparing the fair value of a reporting unit with its
carrying amount. Additionally, the amount of goodwill allocated to each reporting unit with a zero or negative
carrying amount of net assets should be disclosed. The new guidance was effective for the Company on
January 1, 2020. The adoption did not have a material impact on the Company’s consolidated financial
statements.
F - 39
ELBIT SYSTEMS LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars (In thousands, except per share data)
Note 2 - SIGNIFICANT ACCOUNTING POLICIES (Cont.)
AD.
RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS (Cont.)
(2)
In June 2016, the FASB issued ASU 2016-13, "Financial Instruments-Credit Losses (Topic 326) - Measurement
of Credit Losses on Financial Instruments". This guidance replaces the current incurred loss impairment
methodology. Under the new guidance, on initial recognition and at each reporting period, an entity is required
to recognize an allowance that reflects its current estimate of credit losses expected to be incurred over the life
of the financial instrument based on historical experience, current conditions and reasonable and supportable
forecasts. In November 2018, the FASB issued ASU 2018-19, "Codification Improvements to Topic 326,
Financial Instruments - Credit Losses". The Company has analyzed the impact of its financial instruments that
are within the scope of this guidance, primarily trade and unbilled receivables and contract assets. The new
guidance was effective for the Company on January 1, 2020.
The changes in the allowance for credit losses related to accounts receivable for the year ended December 31,
2020 were as follows:
Balance as of January 1,
Current period provision for expected credit losses
Write-offs charged against the allowance for expected credit losses
Cumulative effect related to the adoption of ASC326
Balance as of December 31,
AE.
RECENT ACCOUNTING PRONOUNCEMENTS
$
2020
10,557
2,149
(1,998)
5,484
$
5,494,708
In December 2019, the FASB issued ASU 2019-12, "Income Taxes (Topic 740): Simplifying the Accounting for
Income Taxes". The amendments in this update remove certain exceptions of Topic 740 including: exception to the
incremental approach for intra-period tax allocation when there is a loss from continuing operations and income or
gain from other items; exception to the requirement to recognize a deferred tax liability for equity method investments
when a foreign subsidiary becomes an equity method investment; exception to the ability not to recognize a deferred
tax liability for a foreign subsidiary when a foreign equity method investment becomes a subsidiary; exception to the
general methodology for calculating income taxes in an interim period when a year-to-date loss exceeds the anticipated
loss for the year. There are also additional areas of guidance in regards to: franchise and other taxes partially based on
income and the interim recognition of enactment of tax laws and rate changes. The provisions of this ASU are
effective for years beginning after December 15, 2020. We are currently evaluating the impact of this ASU on our
consolidated financial statements.
AF.
RECLASSIFICATIONS
Certain financial statement data for prior years has been reclassified to conform to current year financial statement
presentation.
F - 40
ELBIT SYSTEMS LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars (In thousands, except per share data)
Note 3 - TRADE AND UNBILLED RECEIVABLES AND CONTRACT ASSETS, NET
The following table presents the components of trade receivables and contract assets, net as of December 31, 2020 and 2019:
Trade and unbilled receivables (1)
Contract assets (2)
Less – allowance for credit loss (3)
December 31,
2020
2019
$ 1,191,195 $ 1,038,430
1,039,973
1,343,365
(10,557)
(14,998)
$ 2,519,562 $ 2,067,846
(1)
(2)
Trade and unbilled receivables balances represents amounts for which the Company's right for consideration is
unconditional. The balance also includes receivables from affiliated companies in the amounts of $62,915 and
$78,115, as of December 31, 2020 and 2019, respectively.
Contract assets (unbilled receivables) include unbilled amounts typically resulting from sales under contracts for which
over-time method of revenue recognition is utilized, and revenue recognized exceeds the amount billed to the
customer.
(3)
During 2020 the Company adopted ASC 326 (See Note 2AD(2)).
Short and long-term trade receivables and contract assets include amounts related to contracts with the Israeli Ministry of
Defense ("IMOD") in the aggregate amounts of $899,442 and $710,708, as of December 31, 2020 and 2019, respectively.
Trade receivables and contract assets are expected to be billed and collected during 2020. As for long-term trade and unbilled
receivables – see Note 7.
Note 4 - OTHER RECEIVABLES AND PREPAID EXPENSES
The following table presents the components of other receivables and prepaid expenses as of December 31, 2020 and 2019.
Prepaid expenses
Government institutions
Derivative instruments
Cross-currency interest rate swap
Right to use land and buildings
Other (*)
(*)
Includes proceeds from sale of investment held in escrow (see Note 1D(4)).
December 31,
2020
2019
$
39,897 $
70,880
14,676
—
6,021
24,856
45,545
62,398
23,886
6,183
5,602
17,114
$ 156,330 $ 160,728
F - 41
ELBIT SYSTEMS LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars (In thousands, except per share data)
Note 5 - INVENTORIES
The following table presents the components of inventories, net of customer advances as of December 31, 2020 and 2019.
Cost incurred on long-term contracts in progress(*)(**)
Raw materials
Advances to suppliers and subcontractors
Less -
Provision for losses on long-term contracts
December 31,
2020
2019
$ 653,082 $ 631,513
585,564
95,314
516,385
106,142
1,333,960
1,254,040
(17,272)
34,120
$ 1,316,688 $ 1,219,920
(*)
Costs incurred to fulfill a contract in advance of the contract being awarded are included in inventories as work-in-
process if the Company determines that those costs relate directly to a contract or to an anticipated contract that can be
specifically identified and contract award is probable, the costs generate or enhance resources that will be used in
satisfying performance obligations, and the costs are recoverable (referred to as pre-contract costs). Pre-contract costs
that are initially capitalized in inventory are generally recognized as cost of revenues consistent with the transfer of
control of the products and services to the customer. All other pre-contract costs, including start-up costs, are expensed
as incurred. As of December 31, 2020 and 2019, $187,422 and $225,626, of pre-contract costs were included in
inventory, respectively.
(**)
Includes COVID-19 write-offs. (see Note 1C).
F - 42
ELBIT SYSTEMS LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars (In thousands, except per share data)
Note 6 -
INVESTMENTS IN AFFILIATED COMPANIES, PARTNERSHIPS AND OTHER COMPANIES
A.
INVESTMENTS IN AFFILIATED COMPANIES:
Companies accounted for under the equity method (1)
Companies accounted for under the fair value method and other investments(2)
December 31,
2020
2019
$ 141,375 $ 141,594
42,963
59,980
$ 184,338 $ 201,574
(1)
(2)
B.
See Note 6B.
See Note 6C.
INVESTMENTS IN COMPANIES ACCOUNTED FOR UNDER THE EQUITY METHOD:
December 31,
2020
2019
Company A (1)
Company B (2)
Company C (3)
Company D (4)
Company E (5)
Other
$
83,150 $
19,749
20,873
4,191
—
13,412
77,298
19,314
23,940
5,028
4,800
11,214
$ 141,375 $ 141,594
(1)
(2)
(3)
(4)
(5)
Company A is an Israeli partnership, held 50% by the Company and 50% by Rafael Advanced Defense Systems
Ltd. (“Rafael”). Company A is engaged in the development and production of various thermal detectors and
laser diodes. Company A is jointly controlled and therefore is not consolidated in the Company’s financial
statements. During 2020 and 2019, the Company received dividends in the amount of approximately $4,750 and
$4,200, respectively, from Company A.
Company B is an Israeli company owned 50.00001% by the Company and 49.99999% by Rafael. Company B
focuses mainly on commercial applications of thermal imaging and electro-optic technologies. The Company
jointly controls Company B with Rafael, and therefore Company B is not consolidated in the Company’s
financial statements.
Company C is a U.K. joint venture held 50% by a wholly-owned U.K. subsidiary of the Company and 50% by
Kellogg Brown & Root Limited. Company C is engaged in the area of flight training systems. During 2020 and
2019, the Company received dividends in the amount of approximately $3,400 and $6,100, respectively, from
Company C.
Company D is a European company held 33% by the Company. Company D is engaged in the area of
composite aerostructure parts manufacturing for commercial aircraft.
Company E is an Israeli company held 77% by the Company, and is engaged in developing energy solutions for
civilian transportation applications. During 2017, an investor invested €2,500 (approximately $2,800) in
exchange for an additional 3% ownership in Company E. During 2020, the Company recognized an impairment
in Company E in the amount of $4,400.
F - 43
ELBIT SYSTEMS LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars (In thousands, except per share data)
Note 6 -
INVESTMENTS IN AFFILIATED COMPANIES, PARTNERSHIPS AND OTHER COMPANIES (Cont.)
B.
INVESTMENTS IN COMPANIES ACCOUNTED FOR UNDER THE EQUITY METHOD (Cont.):
Equity in net earnings (losses) of affiliated companies and partnerships is as follows:
Company A
Company B
Company C
Company D
Company E
Other
Year ended December 31,
2020
2019
2018
$
10,610 $
8,497 $
435
4,765
(837)
—
(2,369)
(317)
3,840
(3,696)
(3,466)
(3,084)
$
12,604 $
1,774 $
11,340
(2,077)
10,102
(6,275)
(9,737)
(5,575)
(2,222)
The summarized aggregate financial information of companies accounted for under the equity method is as follows:
Balance Sheet Information:
Current assets
Non-current assets
Total assets
Current liabilities
Non-current liabilities
Shareholders' equity
Total liabilities and equity
Income Statement Information:
Revenues
Gross profit
Net income
December 31,
2020
2019
$
$
$
526,325 $
149,718
676,043 $
151,736 $
256,037
268,270
$
676,043 $
505,502
146,975
652,477
151,353
259,404
241,720
652,477
Year ended December 31,
2019
2020
2018
$
$
$
327,971 $
366,178 $
362,711
118,888 $
158,382 $
94,463
24,377 $
1,890 $
727
F - 44
ELBIT SYSTEMS LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars (In thousands, except per share data)
Note 6 -
INVESTMENTS IN AFFILIATED COMPANIES, PARTNERSHIPS AND OTHER COMPANIES (Cont.)
C.
INVESTMENTS ACCOUNTED FOR UNDER THE FAIR VALUE METHOD AND OTHER INVESTMENTS:
Investments accounted for under the fair value method are evaluated by applying relevant methods as the market approach with
the use of an option pricing method or the earning approach using discounted future cash flows, as follows:
Company F (1)
Company G (2)
Company H (3)
Company I (4)
Company J (5)
(1)
December 31,
2020
2019
$
12,939 $
39,658
7,764
4,595
12,665
5,000
7,162
4,595
3,565
5,000
$
42,963 $
59,980
In May 2018, Company F, the Company's then wholly-owned subsidiary, which is engaged in the field of
commercial cybersecurity, issued preferred shares to third party investors in return for an investment of
$30,000, which reflected approximately 17% of the total outstanding share capital of the subsidiary. Although
the Company held more than 50% of the subsidiary's shares, it concluded that the rights of the preferred
shareholders, as required by the investors, represent substantive participating rights because, in the aggregate,
the rights entitle the investors to effectively participate in decisions that occur as part of the subsidiary’s
ordinary course of business and are significant factors in directing and carrying out the activities of the business.
Based on the above mentioned factors, the Company concluded that it no longer controlled the subsidiary as it
did not have the unilateral power to make decisions on the subsidiary's day-to-day operations, and therefore
deconsolidated the subsidiary.
During 2018, the Company's management determined the equity fair value of the formerly consolidated
subsidiary and of its retained non-controlling investment in this subsidiary, by performing an equity fair value
analysis, which included various factors and measures including, among others, the assistance of third-party
valuation specialists, by applying the market approach with the use of an option-pricing method to evaluate the
fair value of the Company retained equity class investment in the formerly consolidated subsidiary, and used
this equity fair value analysis as the basis to determine the recognition of gain of approximately $42,000 upon
deconsolidation, included in "Other operating income, net".
During 2019, the Company re-evaluated its investment in Company F and decreased its value in the amount of
approximately $3,700 (see Note 26).
During 2020, the Company sold holdings in Company F. (see Note 1D(4)).
(2) During 2018, the Company established Company G, based on its in-house developed visualization technology.
This company is engaged in developing surgeon-centered visualization technologies. In June 2018, an
international strategic investor invested $11,500 in preferred shares in exchange for 41% of Company G's
ownership interest. Although the Company held more than 50% of the subsidiary's shares, it concluded that the
rights of the preferred shareholder, as required by the investor, represent substantive participating rights
because, in the aggregate, the rights entitle the investor to effectively participate in decisions that occur as part
of the subsidiary’s ordinary course of business and are significant factors in directing and carrying out the
activities of the business. Based on the above mentioned factors, the Company concluded that it no longer
controlled the subsidiary as it did not have the unilateral power to make decisions on the subsidiary's day-to-day
operations, and therefore deconsolidated the subsidiary.
F - 45
ELBIT SYSTEMS LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars (In thousands, except per share data)
Note 6 -
INVESTMENTS IN AFFILIATED COMPANIES, PARTNERSHIPS AND OTHER COMPANIES (Cont.)
C.
INVESTMENTS ACCOUNTED FOR UNDER THE FAIR VALUE METHOD (Cont.):
(2) The Company's management determined the equity fair value of the formerly consolidated subsidiary and of its
retained non-controlling investment in this subsidiary, by performing an equity fair value analysis, which
included various factors and measures including, among others, the assistance of third-party valuation
specialists, by applying the market approach with the use of an option-pricing method to evaluate the fair value
of the Company retained equity class investment in the formerly consolidated subsidiary, and used this equity
fair value analysis as the basis to determine the recognition of gain of approximately $3,500 upon
deconsolidation, included in "Other operating income, net".
During 2019, the Company re-evaluated its investment in Company G and increased its value in the amount of
approximately $ 3,700 ( see Note 26).
(3) Company H is an Israeli company held 35% by the Company. During 2019, due to external investment in
Company H, the Company recorded a gain of approximately $4,600 in its fair value. During 2018, the Company
estimated the fair value of its holdings in Company H and recorded an impairment of approximately $5,100 in
its fair value. (see Note 26).
(4) Company I is an Israeli Company held 8% by the Company. During 2020, the Company invested approximately
$5,000 in Company I. As a result, the Company re-evaluated its investment in Company I and increased its
value in the amount of approximately $4,100. (see Note 26).
(5) Company J is an Israeli company of which the Company owns 14% of the outstanding share capital, which is
engaged in the field of tactical ground robotic systems. Company J is accounted for under the re-evaluated cost
method.
Note 7 - LONG-TERM TRADE AND UNBILLED RECEIVABLES AND CONTRACT ASSETS
The following table presents the components of long-term trade and unbilled receivables and contract assets as of December 31,
2020 and 2019.
Trade and unbilled receivables
Contract assets (*)
December 31,
2020
2019
$ 178,484 $ 128,481
130,669
133,613
$ 312,097 $ 259,150
The majority of the long-term contract assets are expected to be billed and collected during the years 2022 - 2026. Long-term
trade receivables and contract assets are mainly related to contracts with the IMOD.
(*) See Note 3.
F - 46
ELBIT SYSTEMS LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars (In thousands, except per share data)
Note 8 - LONG-TERM BANK DEPOSITS AND OTHER RECEIVABLES
The following table presents the components of long-term bank deposits and other receivables as of December 31, 2020 and
2019:
Prepaid expenses for land rights
Premises evacuation building input index receivable(1)
Cross-currency interest rate swap(2)
Long-term receivables
Deposits with banks and other long-term receivables (3)
December 31,
2020
2019
$
$
10,608 $
29,133
16,851
1,366
11,311
69,269 $
15,473
30,867
—
1,247
10,489
58,076
(1)
(2)
(3)
During 2019, the Company sold the premises evacuation receivable to an Israeli bank and is still entitled to receive
building inputs index adjustments on the base premises evacuation receivable, which is recorded as a financial asset
measured at fair value (see Note 1D(5)).
During 2020, the Company received a loan in NIS from a financial institution. The Company entered into a cross
currency interest rate SWAP transaction in order to effectively hedge the effect of interest and exchange rate
differences resulting from the loan.
Includes long-term balances of a non-qualified deferred compensation plan structured under Section 409A of the U.S.
Internal Revenue Code in the amount of $10,175 and $9,064 as of December 31, 2020 and 2019, respectively (see
Note 17).
F - 47
ELBIT SYSTEMS LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars (In thousands, except per share data)
Note 9 - LEASES
The Company's leases mainly include buildings for its facilities worldwide and vehicles leases, which are all classified as
operating leases. Certain lease agreements include rental payments that are adjusted periodically for the consumer price index
("CPI"). The ROU and lease liability were calculated using the initial CPI and will not be subsequently adjusted. Certain leases
include renewal options that are exercisable in the Company's sole discretion. The renewal options were included in the ROU
and include renewal options that are under the Company's sole discretion.
A.
Supplemental Consolidated Statement of Financial Position information related to leases was as follows:
December 31,
December 31,
2020
2019
Operating lease right of use assets
$
423,088
$
365,763
Current portion of operating lease liabilities
Non-current portion of operating lease liabilities
Total operating lease liabilities
Weighted average remaining lease term (years)
Weighted average discount rate
65,520
397,936
$
463,456
$
62,565
323,287
385,852
5.45
2.95%
5.60
2.86%
B.
For the years ended December 31, 2020 and 2019, cash payments against operating lease liabilities totaled
approximately $80,846 and $76,500, and non-cash transactions to recognize operating assets and liabilities for new
leases totaled approximately $127,060 and $92,500, respectively.
Maturities of operating lease liabilities for the next five years are as follows:
2021
2022
2023
2024
2025
2026 and thereafter
Total
Less - Imputed interest
Total operating lease liabilities
December 31,
2020
$
$
$
$
78,290
66,955
55,359
42,169
40,314
291,917
575,004
111,548
463,456
C.
D.
Lease expenses for the years ended December 31, 2020, 2019 and 2018 amounted to $79,419, $77,880 and $60,782,
respectively.
During 2020, the Company recognized a net gain of approximately $31,400, related to sale and lease back of buildings
by one of the Company's subsidiaries in the U.S. This gain was recorded under "Other operating income, net".
F - 48
ELBIT SYSTEMS LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars (In thousands, except per share data)
Note 10 -
PROPERTY, PLANT AND EQUIPMENT, NET
The following table presents the components of property, plant and equipment, net as of December 31, 2020 and 2019:
Cost (1):
Land, buildings and leasehold improvements (2)
Instruments, machinery and equipment (3)
Office furniture and other
Motor vehicles and airplanes
Accumulated depreciation
Depreciated cost
December 31,
2020
2019
$ 789,111 $ 796,676
1,356,607
1,362,488
102,176
53,327
101,612
51,890
2,301,221
2,312,666
(1,514,249) (1,546,134)
$ 786,972 $ 766,532
Depreciation expenses for the years ended December 31, 2020, 2019 and 2018 amounted to $104,980, $101,087 and
$91,731, respectively.
(1)
Net of investment grants received (mainly for instruments, machinery and equipment) in the amounts of $11,926
and $12,461 as of December 31, 2020 and 2019, respectively.
(2)
Set forth below is additional information regarding the real estate owned or leased by the Company:
Owned
Leased
Israel(a)
2,770,000 square feet
6,561,000 square feet
U.S.(b)
581,000 square feet
1,145,000 square feet
Other Countries(c)
1,093,000 square feet
591,000 square feet
(a) Includes offices, development and engineering facilities, manufacturing facilities, maintenance facilities,
hangar facilities and landing strips in various locations in Israel.
(b) Includes offices, development and engineering facilities, manufacturing facilities and maintenance facilities of
ESA primary in Texas, New Hampshire, Florida, Alabama and Virginia.
(c) Includes offices, design and engineering facilities and manufacturing facilities, mainly in Europe, Latin
America and Asia-Pacific.
(3)
Includes equipment produced by the Company for its own use in the aggregate amount of $126,147 and $118,371
as of December 31, 2020 and 2019, respectively, and capitalized costs related to the new ERP system (see Note
2N).
As for liens on assets – see Notes 21G and 21H.
F - 49
ELBIT SYSTEMS LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars (In thousands, except per share data)
Note 11 - GOODWILL AND OTHER INTANGIBLE ASSETS, NET
A.
COMPOSITION OF IDENTIFIABLE INTANGIBLE ASSETS:
Original cost:
Technology
Customer relations
Trademarks and other
Accumulated amortization:
Technology
Customer relations
Trademarks and other
Amortized cost
B.
EXPENSES
Weighted average
useful lives
10
14
14
December 31,
2020
2019
$ 326,290 $ 323,348
250,145
200,160
773,653
275,351
198,119
799,760
237,854
118,179
163,489
519,522
221,855
104,343
152,132
478,330
$ 280,238 $ 295,323
Amortization expenses amounted to $39,440, $36,059 and $26,474 for the years ended December 31, 2020, 2019 and
2018, respectively.
During 2020, the Company recognized an impairment of approximately $3,500, as a result of technological
obsolescence, as part of its assessment of COVID-19 (see Note 1c).
C.
AMORTIZATION EXPENSES FOR FIVE SUCCEEDING YEARS
The estimated aggregate amortization expenses for each of the five succeeding fiscal years and thereafter are as
follows:
2021
2022
2023
2024
2025
2026 and thereafter
D.
CHANGES IN GOODWILL
Changes in goodwill during 2020 were as follows:
Balance, at January 1
Additions (1)
PPA adjustment
Net translation differences (2)
Balance, at December 31
$
36,499
30,800
27,274
22,874
22,336
140,455
$ 280,238
2020
$ 1,340,617
12,934
(69,219)
32,436
$ 1,316,768
(1)
(2)
Additions related to acquisition. See Notes 1D(4).
Foreign currency translation differences resulting from goodwill allocated to reporting units, whose functional
currency has been determined to be other than the U.S. dollar.
F - 50
ELBIT SYSTEMS LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars (In thousands, except per share data)
Note 12 -
SHORT-TERM BANK CREDIT AND LOANS
Short-term loans
Short-term bank credit
Interest %
1% - 1.3%
P + 0.1%
December 31,
2020
2019
$ 312,589 $ 193,744
14,655
$ 312,993 $ 208,399
404
Note 13 - OTHER PAYABLES AND ACCRUED EXPENSES
Payroll and related expenses
Provision for warranty and cost
Provision for vendors on accrued expenses
Provision for vacation pay (1)
Provision for losses on long-term contracts
Provision for income tax, net of advances
Provision for royalties
Other income tax liabilities
Value added tax (“VAT”) payable
Derivative instruments
Contingent purchase obligations
IMI acquisition payment (2)
Other (3)
December 31,
2020
2019
$ 286,789 $ 239,407
186,109
226,589
79,254
93,588
91,010
19,401
40,603
923
15,992
22,579
8,904
60,560
272,081
76,299
69,811
96,591
27,498
36,296
1,318
22,910
8,326
23,984
—
263,531
$ 1,218,273 $ 1,052,080
(1)
(2)
(3)
Long-term provision for vacation pay - see Note 20.
See Note 1D(5).
Includes provisions for estimated future costs in respect of (1) unbilled services of certain third parties, (2) probable loss
from claims (legal or asserted) in the ordinary course of business and (3) damages caused by the items sold and claims as
to the specific products ordered.
F - 51
ELBIT SYSTEMS LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars (In thousands, except per share data)
Note 14 -
CONTRACT LIABILITIES (CUSTOMER ADVANCES)
Contract liabilities
Less -
Contract liabilities presented under long-term liabilities
December 31,
2020
2019
$ 1,169,232 $ 786,411
169,073
62,830
$ 1,000,159 $ 723,581
Contract liabilities increased by approximately $382,821 compared to the beginning balance as of January 1, 2020.
During the year ended December 31, 2020, the Company recognized approximately $407,337 of its contract liabilities
at January 1, 2020 as revenues.
As for guarantees and liens, see Notes 21D, 21G and 21H.
Note 15 -
LONG-TERM LOANS, NET OF CURRENT MATURITIES
Currency
USD
NIS
Other
Long-term loans (*)
Less: current maturities
(*)
For covenants see Note 21E.
Interest %
L + 1.35% - 1.75% / 2.4%
1.5%-3%
Years of
maturity
2021-2025
2021-2022
December 31,
2020
2019
$ 201,156 $ 568,550
8,256
1,223
578,029
137,905
$ 408,820 $ 440,124
224,472
1,164
426,792
17,972
As of December 31, 2020, the LIBOR quarterly rate for long-term loans denominated in U.S. dollars was 0.24%.
The maturities of these loans for periods after December 31, 2020, are as follows:
2021 - current maturities
2022
2023
2024 and after
$
17,972
236,302
15,875
156,643
$ 426,792
F - 52
ELBIT SYSTEMS LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars (In thousands, except per share data)
Note 16 -
SERIES A NOTES, NET OF CURRENT MATURITIES
Series A Notes
Less – Current maturities
Carrying amount adjustments on Series A Notes (*)
Premium on Series A Notes, net
December 31,
2020
2019
$
— $
—
60,764
(61,977)
—
—
$
— $
1,167
46
—
(*)
As a result of fair value hedge accounting, described below and in Notes 2Y and 2AA, the carrying amount of the Series
A Notes is adjusted for changes in the interest rates.
In June 2010, the Company issued Series A Notes in the aggregate principal amount of NIS 1.1 billion (approximately
$283,000), payable in 10 equal annual installments on June 30 of each of the years 2011 through 2020. The Series A Notes bore
a fixed interest rate of 4.84% per annum, payable on June 30 and December 30 of each of the years 2010 through 2020 (the first
interest payment was made on December 30, 2010, and the last interest payment was made in June 30, 2020). Debt issuance
costs were approximately $2,530, of which $2,164 were allocated to the Series A Notes discount, and $366 were allocated to
deferred issuance costs and were amortized as financial expenses over the term of the Series A Notes that became due in 2020.
In March 2012, the Company issued additional Series A Notes in the aggregate principal amount of NIS 807 million
(approximately $217,420). The immediate gross proceeds received by the Company for the issuance of the March 2012 Series
A Notes were approximately NIS 831 million (approximately $224,000). Debt issuance costs were approximately $2,010, of
which $1,795 was allocated to the Series A Notes discount, and $215 was allocated to deferred issuance costs and were
amortized as financial expenses over the term of the Series A Notes that became due in 2020. The premium was approximately
$3,675 and was amortized as financial income over the term of the Series A Notes that became due in December 2020.
In May 2012, the Company issued additional Series A Notes in an aggregate principal amount of NIS 92 million
(approximately $24,407) through a private placement to Israeli institutional investors. The immediate gross proceeds received
by the Company for the issuance of the May 2012 Series A Notes were approximately NIS 95 million (approximately $24,900).
Debt issuance costs were approximately $94. These costs were allocated to deferred issuance costs and were amortized as
financial expenses over the term of the Series A Notes that became due in 2020. The premium was approximately $260 and was
amortized as financial income over the term of the Series A Notes that became due in December 2020.
The 2010 Series A Notes together with the 2012 Series A Notes formed one single series with the same terms and conditions.
During the years ended December 31, 2020, 2019 and 2018, the Company recorded $1,060, $3,740 and $5,480, respectively, as
interest expenses and $46, $93 and $93, respectively, as amortization of debt issuance costs and premium, net, on the Series A
Notes.
F - 53
ELBIT SYSTEMS LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars (In thousands, except per share data)
Note 17 - BENEFIT PLANS AND OBLIGATIONS FOR TERMINATION INDEMNITY
The Company’s subsidiaries ESA, IMI and its subsidiaries in Israel, a German subsidiary (the “German Subsidiary”) and a
Belgian subsidiary (the “Belgian Subsidiary”) sponsor benefit plans for their employees in the U.S., Israel, Germany and
Belgium, respectively, as follows:
1.
Defined Benefit Retirement Plan based on Employer’s Contributions
a) ESA has four defined benefit pension plans (the “Plans”) which cover the employees of ESA’s three largest
subsidiaries. During September, 2019, following the acquisition of the Night Vision Business, ESA accepted the
transfer of sponsorship of the Pension Plan for Employees in the Night Vision Bargaining Unit which covers
represented employees of ENV. Monthly benefits are based on years of service and annual compensation. Annual
contributions to the Plans are determined using the unit credit actuarial cost method and are equal to or exceed the
minimum required by law. Pension fund assets of the Plans are invested primarily in stocks, bonds and cash by a
financial institution, as the investment manager of the Plans’ assets. The service cost component of net periodic
pension and other post-retirement benefit plan expense is recorded in operating profit and is allocated between
cost of sales and general and administrative expenses, depending on the responsibilities of the employees. The
non-service cost components of net periodic pension and other post-retirement benefit plan expense (i.e., interest
cost, expected return on plan assets, net actuarial gains or losses, and amortization of prior service cost or credits)
are included in the line item Other (income) expense, net in the income statement. The measurement date for ESA
subsidiaries' benefit obligation is December 31.
Participation in ESA’s qualified defined benefit plans was frozen as of January 1, 2010, for non-represented
employees. Participation in ESA’s qualified defined benefit plans was frozen as of May 15, 2017 for represented
employees. Benefit accruals ceased for non-represented employees effective December 31, 2018.
b)
IMI and subsidiaries have several post-employment benefit arrangements, which are based on collective
agreements concluded with certain groups of employees before the privatization of IMI. According to these
agreements, some groups of employees possess special retirement conditions and preferable rights for post-
employment benefits that apply to employees who will terminate their employment in the event of relocation of
plants as part of the post privatization restructuring of IMI and subsidiaries. The arrangements are determined
according to the various existing formats of employment, seniority and other factors. The liabilities recognized in
respect of these arrangements are calculated on an actuarial basis.
c) The German Subsidiary, which is wholly-owned by the Company, has mainly one defined benefit pension plan
(the “P3-plan”) which covers all employees. The P3-plan provides for yearly cash balance credits equal to a
percentage of a participant’s compensation, which accumulate together with the respective interest credits on the
employee’s cash balance accounts. In case of an insured event (retirement, death or disability) the benefits can be
paid as a lump sum, in installments or as a life-long annuity. The P3-plan is an unfunded plan.
d) The Belgian Subsidiary, which is wholly-owned by the Company, has a defined benefit pension plan, which is
divided into two categories:
1) Normal retirement benefit plan, with eligibility at age 65. The lump sum is based on employee contributions
of 2% of the final pensionable salary up to a certain breakpoint, plus 6% exceeding the breakpoint at a
maximum of 5% of pensionable salary, and the employer contributions, with a maximum of 40 years. The
vested benefit is equal to the retirement benefit calculated with the pensionable salary and pensionable service
observed at the date of leaving service.
2) Pre-retirement death benefit to employees.
The plan is funded and includes profit sharing.
F - 54
ELBIT SYSTEMS LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars (In thousands, except per share data)
Note 17 - BENEFIT PLANS AND OBLIGATIONS FOR TERMINATION INDEMNITY (Cont.)
The following table sets forth the Plans’ funded status and amounts recognized in the consolidated financial statements
for the years ended December 31, 2020 and 2019:
December 31,
2020
2019
$ 831,111 $ 628,424
111,654
—
13,035
16,626
25,623
3,670
18,305
19,723
29,778
3,689
90,847
73,941
(38,263)
—
(75,684)
4,375
$ 925,743 $ 831,111
289,493
—
39,131
2,829
(12,291)
164,282
91,724
37,901
3,716
(8,130)
$ 319,162 $ 289,493
(606,583)
167,019
(541,623)
123,736
—
8
$ (439,564) $ (417,879)
(25,532)
(581,051)
167,019
(37,158)
(504,465)
123,744
$ (439,564) $ (417,879)
Changes in benefit obligation:
Benefit obligation at beginning of year
Benefit obligation related to acquired companies
Service cost
Interest cost
Exchange rate differences
Amendments
Actuarial loss
Benefits paid
Other adjustments
Benefit obligation at end of year
Changes in the Plans’ assets:
Fair value of Plans’ assets at beginning of year
Benefit assets related to acquired companies
Actual return on Plans’ assets (net of expenses)
Employer contribution
Benefits paid
Fair value of Plans’ assets at end of year
Accrued benefit cost, end of year:
Funded status
Unrecognized net actuarial loss
Unrecognized prior service cost
Amount recognized in the statement of financial position:
Accrued benefit liability, current
Accrued benefit liability, non-current
Accumulated other comprehensive income, pre-tax
Net amount recognized
F - 55
ELBIT SYSTEMS LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars (In thousands, except per share data)
Note 17 - BENEFIT PLANS AND OBLIGATIONS FOR TERMINATION INDEMNITY (Cont.)
Components of the Plans’ net periodic pension cost:
Service cost
Interest cost
Expected return on Plans’ assets
Amortization of prior service cost
Amortization of net actuarial loss
Total net periodic benefit cost
Additional information
Accumulated benefit obligation
Weighted average assumptions:
Discount rate as of December 31
Expected long-term rate of return on Plans’ assets
Rate of compensation increase
Asset allocation by category as of December 31:
Asset Category:
Equity Securities
Debt Securities
Other
Total
Year ended December 31,
2020
2019
2018
$
$
13,035 $
16,626
(20,302)
218
17,742
27,319 $
18,305 $
8,391
19,723
96,310
(13,507)
(12,080)
16
4,809
64
5,884
29,346 $
98,569
$ 865,273 $ 781,749 $ 628,017
December 31,
2020
2019
1.5 %
6.8 %
1.6 %
1.9 %
7.2 %
0.6 %
2020
2019
65.3 %
31.7 %
3.0 %
67.2 %
32.1 %
0.7 %
100.0 %
100.0 %
The investment policy of ESA is directed toward a broad range of securities. The diversified portfolio seeks to
maximize investment return while minimizing the risk levels associated with investing. The investment policy is
structured to consider the Plans' obligations and the expected timing of benefit payments. The target asset allocation
for the Plans' years presented is as follows:
Asset Category:
Equity Securities
Debt Securities
Other
Total
2020
2019
65.0 %
35.0 %
— %
100.0 %
63.0 %
36.0 %
1.0 %
100.0 %
F - 56
ELBIT SYSTEMS LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars (In thousands, except per share data)
Note 17 - BENEFIT PLANS AND OBLIGATIONS FOR TERMINATION INDEMNITY (Cont.)
The fair value of the asset values by category at December 31, 2020, was as follows:
Asset Category
Cash
Cash Equivalents:
Money Market Funds (a)
Fixed Income Securities:
Mutual Funds (b)
Equity Securities:
International Companies (c)
Mutual Funds (d)
Total
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
Significant
Observable
Inputs
(Level 2)
Significant
Unobservabl
e Inputs
(Level 3)
Total
$
3,329 $
3,329 $
— $
6,181
6,181
101,167
101,167
5,092
203,393
5,092
203,393
—
—
—
—
$
319,162 $
319,162 $
— $
—
—
—
—
—
—
a. This category includes highly liquid daily traded cash-like vehicles.
b. This category invests in highly liquid mutual funds representing a diverse offering of debt issuance.
c. This category represents common stocks of companies domiciled outside of the U.S.; they can be represented by
ordinary shares or ADRs.
d. This category represents highly liquid diverse equity mutual funds of varying asset classes and styles.
In developing the overall expected long-term rate of return on assets assumption, ESA used a building block
approach in which rates of return in excess of inflation were considered separately for equity securities, debt
securities, real estate and all other assets. The excess returns were weighted by the representative target allocation
and added along with an approximate rate of inflation to develop the overall expected long-term rate of return. It is
the policy of ESA to meet the ERISA minimum contribution requirements for a Plan year. The minimum
contribution requirements for the 2020 Plan year have been satisfied as of December 31, 2020. Benefit payments
over the next five years are expected to be $14,743 in 2021, $15,776 in 2022, $16,752 in 2023, $17,671 in 2024
and $18,475 in 2025.
F - 57
ELBIT SYSTEMS LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars (In thousands, except per share data)
Note 17 - BENEFIT PLANS AND OBLIGATIONS FOR TERMINATION INDEMNITY (Cont.)
2.
Retiree Medical Plan
ESA offers retiree medical benefits to a limited number of retirees, The measurement date for ESA's benefit
obligation is December 31. The following table sets forth the retiree medical plans’ funded status and amounts
recognized in the consolidated financial statements for the years ended December 31, 2020 and 2019:
Change in Benefit Obligation:
Benefit obligation at beginning of period
Service cost
Interest cost
Actuarial (gain) loss
Employee contribution
Benefits paid
Benefit obligation at end of period
Change in Plan Assets:
Employer contribution
Employee contribution
Benefits paid
Fair value of Plan assets at end of period
Accrued benefit cost, end of period:
Funded status
Unrecognized net actuarial (gain) loss
Accrued benefit cost, end of period
Amounts recognized in the statement of financial position:
Accrued benefit liability, current
Accrued benefit liability, non-current
Accumulated other comprehensive gain, pretax
Net amount recognized
Components of net periodic pension cost (for period):
Service cost
Interest cost
Amortization of net actuarial gain
Total net periodic benefit cost
Assumptions as of end of period:
Discount rate
Health care cost trend rate assumed for next year
Ultimate health care cost trend rate
F - 58
December 31,
2020
2019
$
$
$
$
1,413 $
106
39
44
10
(40)
1,572 $
30 $
10
(40)
— $
1,359
81
51
(34)
17
(61)
1,413
45
16
(61)
—
Year ended December 31,
2020
2019
$
$
$
$
$
$
(1,571) $
(1,290)
(2,861) $
(82) $
(1,489)
(1,290)
(2,861) $
(1,412)
(1,479)
(2,891)
(86)
(1,326)
(1,479)
(2,891)
106 $
39
(145)
— $
81
51
(165)
(33)
1.97 %
5.50 %
4.04 %
2.84 %
5.50 %
3.84 %
ELBIT SYSTEMS LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars (In thousands, except per share data)
Note 17 - BENEFIT PLANS AND OBLIGATIONS FOR TERMINATION INDEMNITY (Cont.)
2.
Retiree Medical Plan (Cont.)
The effect of a 1% change in the health care cost trend rate at December 31, 2020 was as follows:
Net periodic benefit cost
Benefit obligation
3.
Defined Contribution Plan
1% increase
$
$
20 $
134 $
1% decrease
17
118
The 401(k) savings plan (“401(k) plan”) is a defined contribution retirement plan that covers all eligible ESA
employees, as defined in section 401(k) of the U.S. Internal Revenue Code. Employees may elect to contribute a
percentage of their annual gross compensation to the 401(k) plan. ESA may make discretionary matching contributions
as determined by ESA. Total expense under the 401(k) plan amounted to $13,279, $11,569 and $6,453 for the years
ended December 31, 2020, 2019 and 2018, respectively. Expense for the deferred 401(k) plan is allocated between cost
of sales and general and administrative expenses depending on the responsibilities of the related employees.
4.
Non-Qualified Defined Contribution Plan
ESA has two benefit plans for the executives of the organization. The non-qualified, defined contribution plan is
structured under Section 409(A). The plan provides the employees at vice president level and above the opportunity to
defer up to 100% of their salary to the 409(A) plan. ESA provides a match of 0.5 cents on the dollar up to 10% of the
employees’ total salary and incentive-based compensation. The contribution can be made into the 401(k) plan, the
409(A) plan or both plans. The purpose is to provide comparable defined contribution plan benefits for the senior
management across ESA locations. The 409(A) plan funds are contributed to several life insurance policies. Participant
contributions to the plan were $1,303, $1,955 and $3,238 for the years ended December 31, 2020, 2019 and 2018,
respectively, and the total ESA contribution to the plan was $286 for 2020. The cash surrender value of these life
insurance policies at December 31, 2020 was $6,327. The total liability related to the 409(A) plan was $16,073 at
December 31, 2020.
The second plan implemented is a non-qualified, defined benefit plan for certain executives of ESA. The plan
provides the executives with a calculated, guaranteed payment in addition to their regular pension through the
company upon retirement. The plan is funded with several life insurance policies. The policies are not segregated into
a trust or otherwise effectively restricted. These policies are corporate owned assets that are subject to the claims of
general creditors and cannot be considered as formal plan assets. The defined benefit plan put in place meets the
ERISA definition of an unfunded deferred compensation plan maintained for the benefit of a select group of
management or highly compensated employees. The plan assets of life insurance policies had a cash surrender of
$3,850 at December 31, 2020. Related liability for the pension payments was $10,727 at December 31, 2020. As of
December 31, 2020, all executives had partially vested balances in the plan.
F - 59
ELBIT SYSTEMS LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars (In thousands, except per share data)
Note 18 -
TAXES ON INCOME
A. APPLICABLE TAX LAWS
(1)
Israeli Corporate Income Tax Rates
Generally, regular corporate tax rates and real capital gain tax rates in Israel effective as of January 1, 2018 is 23% and
onwards.
(2)
Tax benefits under Israel’s Law for the Encouragement of Industry (Taxes), 1969:
Elbit Systems and most of its subsidiaries in Israel currently qualify as “Industrial Companies”, as defined by the Law
for the Encouragement of Industry (Taxes), 1969, and as such, these companies are entitled to certain tax benefits,
mainly amortization of costs relating to know-how and patents over eight years, accelerated depreciation, the right to
deduct public issuance expenses for tax purposes and an election under certain conditions to file a consolidated tax
return with additional related Israeli Industrial Companies.
In December 2015, Elbit Systems and certain of its Israeli subsidiaries (also industrial companies) submitted an
election notice to the Israel Tax Authority to file a consolidated tax return starting from tax year 2015.
(3)
Tax benefits under Israel’s Law for the Encouragement of Capital Investments, 1959 (Cont.):
The operations of Elbit Systems and certain of its Israeli subsidiaries (“the Companies”) have been granted “Approved
Enterprise” status under Israel’s Law for the Encouragement of Capital Investments, 1959 (the “Law”). Accordingly,
certain income of the Companies derived from the Approved Enterprise programs is tax exempt for two years and
subject to reduced tax rates of 25% for five-year to eight-year periods or tax exempt for a ten-year period, commencing
in the first year in which the companies had taxable income (limited to twelve years from commencement of
production or fourteen years from the date of approval, whichever is earlier).
An Amendment to the Law from 2005 defines the “Privileged Enterprise” status rather than the previous Approved
Enterprise status and limits the scope of enterprises which may qualify for Privileged Enterprise status by setting
criteria such as that at least 25% of the Privileged Enterprise program’s income be derived from exports. Additionally,
the 2005 Amendment enacted major changes in the manner in which tax benefits are awarded under the Law so that
companies no longer require an Investment Center approval in order to qualify for tax benefits. Similar criteria have
been set for the “Preferred Enterprise” status which was added in an Amendment to the Law in 2011. Companies are
not required to receive an Investment Center approval in order to qualify for the tax benefits under the Preferred
Enterprise status, however, companies which are under an Approved Enterprise or Privileged Enterprise programs
must waive their former benefits in order to elect the Preferred Enterprise regime.
Tax-exempt income generated by the Company and certain of its Israeli subsidiaries’ Approved Enterprises and
Privileged Enterprises will be subject to tax upon dividend distribution or complete liquidation. Income generated
under a Preferred Enterprise is not subject to additional taxation to the Company or its Israeli subsidiaries upon
distribution or complete liquidation.
The entitlement to the above benefits is subject to the Companies’ fulfilling the conditions specified in the Law, and
the regulations promulgated thereunder and the letters of approval for the specific investments in Approved
Enterprises. In the event of failure to comply with these conditions, the benefits may be canceled and the companies
may be required to refund the amount of the benefits, in whole or in part, including interest.
As of December 31, 2020, the Company’s management believes that the Company and its Israeli subsidiaries met all
conditions of the Law and letters of approval.
F - 60
ELBIT SYSTEMS LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars (In thousands, except per share data)
Note 18 - TAXES ON INCOME (Cont.)
A. APPLICABLE TAX LAWS (Cont.)
(3)
Tax benefits under Israel’s Law for the Encouragement of Capital Investments, 1959 (Cont.):
As of December 31, 2020, retained earnings of the Company included approximately $710,000 in tax-exempt profits
earned by the Company’s Approved Enterprises. If the retained tax-exempt income were to be distributed, with respect
to the Approved Enterprises it would be taxed at the corporate tax rate applicable to such profits as if the Company had
not elected the alternative tax benefits track, and an income tax liability would be incurred of approximately $177,500
as of December 31, 2020.
The boards of directors of the Company and its applicable Israeli subsidiaries have decided that their policy is not to
declare dividends out of such tax-exempt income. Accordingly, no deferred income taxes have been provided on
exempt income attributable to the Companies’ Approved Enterprises and Privileged Enterprises, as such retained
earnings are essentially permanent in duration.
In Israel, income from sources other than the Approved Enterprises, Privileged Enterprises and Preferred Enterprises
during the benefit period are subject to tax at the regular corporate tax rate (23% in 2020).
Enhancement of Current Tax Incentives Regime:
Tax incentives in Israel are also available to certain Israeli industrial companies and to R&D centers (operating on a
cost plus basis) under two tracks: (i) a Preferred Enterprise and (ii) a Special Preferred Enterprise, aimed at large
enterprises that meet certain investment requirements. Accordingly, a Preferred Enterprise is eligible for a reduced
corporate income tax rate of 16%. However, if the company is located in Jerusalem or in certain northern or southern
parts of Israel, the tax rate was further reduced to 9%. On December 15, 2016, the Finance Committee approved a
further 1.5% reduction in the tax rate for such locations, from 9% to 7.5%.
Since the Company and its Israeli subsidiaries are operating under more than one program or incentive segment, and
since part of their taxable income is not entitled to tax benefits under the Law and is taxed at the regular tax rates, the
effective tax rate is the result of a weighted combination of the various applicable rates and tax exemptions, and the
computation is made for income derived from each program on the basis of formulas specified in the Law.
The Israeli Parliament enacted a reform to the Law, effective January 2011. According to the reform, a flat rate tax
applies to companies eligible for the Preferred Enterprise status. In order to be eligible for a Preferred Enterprise
status, a company must meet minimum requirements to establish that it contributes to the country’s economic growth
and is a competitive factor for the Gross Domestic Product (a competitive enterprise).
Israeli companies that currently benefit from an Approved Enterprise or Privileged Enterprise status and meet the
criteria for qualification as a Preferred Enterprise can elect to apply the Preferred Enterprise benefits by waiving their
benefits under the Approved Enterprise and Privileged Enterprise status. The Company and several of its Israeli
subsidiaries have elected the Preferred Enterprise status.
Benefits granted to a Preferred Enterprise include reduced and gradually decreasing tax rates. In peripheral regions
(Development Area A) the reduced tax rate was 10% in 2012 and 7% in 2013. In other regions the tax rate was 15% in
2012, and 12.5% in 2013. Following the enactment of the National Priorities Law, effective January 1, 2014, the
reduced tax rate is 9% in the Development Area A regions and 16% in other regions. Preferred Enterprises in
peripheral regions are eligible for Investment Center grants, as well as the applicable reduced tax rates.
F - 61
ELBIT SYSTEMS LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars (In thousands, except per share data)
Note 18 - TAXES ON INCOME (Cont.)
A. APPLICABLE TAX LAWS (Cont.)
(3)
Tax benefits under Israel’s Law for the Encouragement of Capital Investments, 1959 (Cont.):
A distribution from a Preferred Enterprise out of “Preferred Income” through December 31, 2013, was subject to 15%
withholding tax for Israeli-resident individuals and non-Israeli residents (subject to applicable treaty rates) and
effective January 1, 2014, is subject to 20% withholding tax for Israeli-resident individuals and non-Israeli residents
(subject to applicable treaty rates).
In December 2016, the Knesset (Israeli Parliament) approved amendments to the Law that introduce an innovation box
regime for intellectual property (IP)-based companies, enhanced tax incentives for certain industrial companies and
reduced the standard corporate tax rate and certain withholding rates starting in 2017.
Innovation Box Regime Special Technological Preferred Enterprise
The regime was tailored by the Israeli government to a post-base erosion and profit shifting (“BEPS”) world,
encouraging multinationals to consolidate IP ownership and profits in Israel along with existing Israeli research and
development (“R&D”) functions. Tax benefits created to achieve this goal include a reduced corporate income tax rate
of 6% on IP-based income and on capital gains from future sale of IP.
The 6% tax rate applies to qualifying Israeli companies that are part of a group with global consolidated revenue of
over NIS 10 billion (approximately US $2.8 billion). Other qualifying companies with global consolidated revenue
below NIS 10 billion are subject to a 12% tax rate. However, if the Israeli company is located in Jerusalem or in
certain northern or southern parts of Israel, the tax rate is further reduced to 7.5%. Additionally, withholding tax on
dividends for foreign investors is subject to a reduced rate of 4% for all qualifying companies (unless further reduced
by a treaty).
Entering into the regime is not conditioned on making additional investments in Israel, and a company could qualify if
it invested at least 7% of the last three years’ revenue in R&D (or incurred NIS 75 million in R&D expense per year)
and met one of the following three conditions:
1. At least 20% of its employees are R&D employees engaged in R&D (or more than 200 R&D employees);
2. Venture capital investments of NIS 8 million were previously made in the company; or
3. Average annual growth over three years of 25% in sales or employees.
A company that does not meet the above conditions may still be considered as a qualified company at the discretion of
the Israeli Innovation Authority of the Ministry of Economy and Industry (formerly, the Office of the Chief Scientist).
Companies wishing to exit from the regime in the future will not be subject to clawback of tax benefits. The Knesset
also approved a stability clause in order to encourage multinationals to invest in Israel. Accordingly, companies will be
able to confirm the applicability of tax incentives for a 10-year period under a pre-ruling process. Further, in line with
the new Organization for Economic Co-operation and Development (“OECD”) Nexus Approach, the Israeli Finance
Minister will promulgate regulations to ensure companies are benefiting from the regime to the extent qualifying R&D
expenditures are incurred. The regulations were set to be finalized by March 31, 2017, with new amendments to the
Law coming into effect after the regulations have been finalized. Accordingly, the new law was not considered enacted
at December 31, 2016.
On May 16, 2017, the Knesset Finance Committee approved the regulations effective as of January 1, 2017. As of
December 31, 2020, the Company's management believes that Elbit Systems' and certain of its Israeli subsidiaries'
meet the conditions and qualify as a "Special Preferred Technological Enterprise" tax regime.
F - 62
ELBIT SYSTEMS LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars (In thousands, except per share data)
Note 18 - TAXES ON INCOME (Cont.)
B. NON-ISRAELI SUBSIDIARIES
Non-Israeli subsidiaries are generally taxed based upon tax laws applicable in their countries of residence.
In December 2017, the Tax Cuts and Jobs Act (the "2017 Tax Act") was enacted in the United States. The 2017 Tax Act
represents major tax reform legislation that, among other provisions, reduces the U.S. corporate tax rate. The 2017 Tax
Act includes a number of changes that impact the Company's U.S. subsidiaries, most notably, a reduction of the U.S.
corporate income tax rate from 35% to 21% effective as of January 1, 2018.
The 2017 Tax Act also provides for a one-time transition tax on certain foreign earnings and the acceleration of
depreciation for certain assets placed into service after September 27, 2017, as well as prospective changes beginning in
2018, including repeal of the domestic manufacturing deduction, acceleration of tax revenue recognition, capitalization of
research and development expenditures, additional limitations on executive compensation and limitations on the
deductibility of interest.
C.
INCOME FROM CONTINUING OPERATIONS BEFORE TAXES ON INCOME
Year ended December 31,
2020
2019
2018
Income before taxes on income:
Domestic
Foreign
$ 185,908 $ 174,522 $ 195,491
41,831
71,773
75,917
$ 261,825 $ 246,295 $ 237,322
F - 63
ELBIT SYSTEMS LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars (In thousands, except per share data)
Note 18 - TAXES ON INCOME (Cont.)
D. TAXES ON INCOME
Current taxes:
Domestic
Foreign
Adjustment for previous years:
Domestic (*)
Foreign
Deferred income taxes:
Domestic
Foreign
Total taxes on income
Total:
Domestic
Foreign
Total taxes on income
(*)
Tax benefits mainly related to settlements. See Note 18E.
Year ended December 31,
2020
2019
2018
$
31,654 $
13,884
45,538
28,613 $
15,990
44,603
17,805
7,672
25,477
(7,298)
147
(7,151)
(20,688)
26
(20,662)
(865)
(1,079)
(1,944)
36,443 $
(391)
(4,136)
(4,527)
19,414 $
(1,287)
(1,266)
(2,553)
5,387
(1,866)
3,521
26,445
23,491 $
12,952
36,443 $
7,534 $
11,880
19,414 $
21,905
4,540
26,445
$
$
$
F - 64
ELBIT SYSTEMS LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars (In thousands, except per share data)
Note 18 - TAXES ON INCOME (Cont.)
E. UNCERTAIN TAX POSITIONS
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:
Balance at the beginning of the year
Additions related to interest and currency translation
Additions based on tax positions related to prior period
Reductions related to tax positions taken during a prior period
Reductions related to settlement of tax matters
Additions based on tax positions taken during the current period
Reductions related to a lapse of applicable statute of limitation
Balance at the end of the year
2020
53,267 $
4,116
947
(167)
(11,365)
15,232
(1,934)
60,096 $
2019
59,944
4,582
11,543
(152)
(40,648)
18,272
(274)
53,267
$
$
At December 31, 2020 and 2019, the Company had a provision for unrecognized tax benefits of $60,096 and $53,267,
respectively, including an accrual of $1,791 and $1,946 for the payment of related interest and penalties, respectively. The
Company recognized interest and penalties related to unrecognized tax benefits in the provision for income taxes.
During 2020 and 2019, the Company and certain of its subsidiaries settled certain income tax matters pertaining to multiple
years in Israel and Europe. As a result of the settlement of the tax matters, the Company recorded tax benefits of
approximately $11,365 and $40,648 during the years 2020 and 2019, respectively, in the statements of income in “taxes on
income”. Following the examination by the Israeli Tax Authority, the Company applied some of the items for which a
settlement was reached for subsequent outstanding years.
The Company operates in multiple jurisdictions throughout the world, and its tax returns are periodically audited or subject
to review by both domestic and foreign authorities. Certain Israeli subsidiaries of the Company are currently undergoing
tax audits by the Israeli Tax Authority.
As a result of ongoing examinations, tax proceedings in certain countries and additions to unrecognized tax benefits for
positions taken and interest and penalties, if any, arising in 2020, it is not possible to estimate the potential net increase or
decrease to the Company’s unrecognized tax benefits during the next twelve months.
F - 65
ELBIT SYSTEMS LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars (In thousands, except per share data)
Note 18 - TAXES ON INCOME (Cont.)
F. DEFERRED INCOME TAXES
Significant components of net deferred tax assets and liabilities are based on separate tax jurisdictions as follows:
Deferred tax assets:
Reserves and allowances
Inventory allowances
Property, plant and equipment
Operating lease right of use assets
Other assets
Net operating loss carry-forwards
Valuation allowance
Net deferred tax assets
Deferred tax liabilities:
Intangible assets
Property, plant and equipment
Operating lease liabilities
Reserves and allowances
Net deferred tax assets
December 31,
2020
2019
$ 123,697 $ 107,052
—
13,602
32,866
53,653
66,888
274,061
16,627
7,651
44,927
51,371
77,804
322,077
(172,833)
149,244
(154,158)
119,903
(17,696)
(22,709)
(44,188)
(19,406)
(103,999)
45,245 $
(17,649)
(19,073)
(32,467)
(23,734)
(92,923)
26,980
$
Deferred tax assets and liabilities are measured based on the enacted tax rates that will apply in the years in which the
temporary differences are expected to be recovered or paid.
G. CARRY-FORWARD TAX LOSSES
As of December 31, 2020, the Company and its Israeli subsidiaries had estimated total available carry-forward operating tax
losses of approximately $444,044, and its non-Israeli subsidiaries had estimated available carry-forward operating tax losses of
approximately $17,969. The Company has carry-forward capital losses of approximately $48,119, out of which a valuation
allowance was provided in the sum of approximately $45,346.
F - 66
ELBIT SYSTEMS LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars (In thousands, except per share data)
Note 18 - TAXES ON INCOME (Cont.)
H. RECONCILIATION
Reconciliation of the actual tax expense as reported in the statements of operations to the amount computed by applying the
Israeli statutory tax rate is as follows:
Income before taxes as reported in the consolidated statements of income
$ 261,825 $ 246,295 $ 237,322
Year ended December 31,
2020
2019
2018
Statutory tax rate
Theoretical tax expense
Tax benefit arising from reduced rate as an “Approved, Privileged and Preferred
Enterprise” and other tax benefits (*)
Tax adjustment in respect of different tax rates for foreign subsidiaries
Changes in carry-forward losses and valuation allowances
Taxes resulting from non-deductible expenses
23 %
23 %
23 %
$
60,220 $
56,648 $
54,584
(25,625)
(22,073)
(17,132)
4,884
18,675
1,594
(1,580)
22
1,506
6,609
687
927
2,159
(13,775)
Difference in basis of measurement for financial reporting and tax return purposes
(18,398)
Taxes in respect of prior years (see Note 18D above)
Other differences, net
Actual tax expenses
Effective tax rate
(7,151)
(20,662)
(2,553)
2,244
(1,056)
1,548
$
36,443 $
19,414 $
26,445
13.92 %
7.88 %
11.14 %
(*) Net earnings per share – amounts of the benefit resulting from the Approved,
Privileged and Preferred Enterprises:
Basic and diluted
$
0.58 $
0.50 $
0.40
I. REORGANIZATION
On May 16, 2019, a Tax Ruling was received from the Israeli Tax Authority regarding a reorganization in the Company's
group according to Section E2 of the Israeli Tax Ordinance. The tax exempt reorganization included several stages, mainly
the split of its subsidiary Elbit Systems Land and C4I Ltd., where the teleprocessing, radio and cyber activities would
remain in the subsidiary, and the land and armored-vehicles activities would be split into a new company - Elbit Systems
Land Ltd. According to the Tax Ruling, the restructuring date is December 31, 2018.
J. FINAL TAX ASSESSMENTS
Final income tax assessments have been received by the Company up to and including the tax year 2017 and by certain
subsidiaries up to 2015 and 2018.
F - 67
ELBIT SYSTEMS LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars (In thousands, except per share data)
Note 19 - DERIVATIVE FINANCIAL INSTRUMENTS
A. FAIR VALUE OF DERIVATIVE INSTRUMENTS
Derivative financial instruments are presented as other assets or other payables. For asset derivatives and liability derivatives,
the fair values of the Company’s outstanding derivative instruments as of December 31, 2020 and December 31, 2019 are
summarized below:
Derivatives designated as hedging instruments
Foreign exchange contracts
Cross-currency interest rate swaps
Derivatives not designated as hedging instruments
Foreign exchange contracts
Asset Derivatives (*)
December 31,
Liability Derivatives (**)
December 31,
2020
2019
2020
2019
13,410
16,851
30,261 $
1,266
31,527 $
$
$
23,820
6,183
30,003 $
21,517
—
21,517 $
66
66 $
1,062
22,579 $
7,489
—
7,489
337
337
(*)
(**)
Presented as part of other receivables and long-term other receivables.
Presented as part of other payables and long-term other payables.
B. EFFECT ON CASH FLOW HEDGING
The effect of derivative instruments on cash flow hedging and the relationship between income and other comprehensive
income for the years ended December 31, 2020 and December 31, 2019, are summarized below:
Gain (Loss) Recognized
in Other Comprehensive
Income on Effective-
Portion of Derivative, net
December 31,
2020
December 31,
2019
Gain (Loss) on of Derivative
Reclassified from
Accumulated Other
Comprehensive Income (*),(**)
December 31,
December 31,
2019
2020
Amount Excluded from
Effectiveness Testing
Recognized in Income (***)
December 31,
December 31,
2019
2020
$
12,602 $
24,328 $
41,787 $
13,057 $
4,662 $
5,447
$
— $
— $
— $
— $
79 $
(1,876)
Derivatives designated as
hedging instruments:
Foreign exchange contracts
Derivatives not designated as
hedging instruments:
Foreign exchange contracts
and other derivatives
instruments
(*)
(***)
(***)
Presented as part of revenues/cost of revenue and equity in net earning of affiliated companies and partnerships.
As of December 31, 2019, this amount includes gains of $2,327 reclassified into earnings as a result of the
discontinuance of cash flow hedges because it was probable that the original forecast transaction would not occur by
the end of the originally specified time frame.
Presented as part of revenues.
F - 68
ELBIT SYSTEMS LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars (In thousands, except per share data)
Note 19 - DERIVATIVE FINANCIAL INSTRUMENTS (Cont.)
C. NET EFFECT OF CROSS-CURRENCY SWAPS
The net effect on earnings from the cross-currency swaps in 2020 was a gain of approximately $5,478, of which approximately
$5,056 was offset against exchange rate difference related to Series A Notes and approximately $422 was offset against interest
expenses.
D. FORWARD CONTRACTS
The notional amounts of outstanding foreign exchange forward contracts at December 31, 2020 is summarized below:
Forward contracts
Buy
Sell
December 31,
December 31,
Euro
GBP
NIS
Other
$
2020
80,340 $
4,866
52,600
2020
2019
81,258 $ 420,154 $ 330,433
109,224
38,606
9,380
2019
—
—
19,608
63,093
$ 157,414 $ 126,300 $ 705,563 $ 432,132
35,662
176,185
Note 20 - OTHER LONG-TERM LIABILITIES
The following table presents the components of other long-term liabilities as of December 31, 2020 and 2019:
Contingent purchase obligation
Provision for vacation pay
Accrued expenses on evacuation(*)
Provision for losses on long-term contracts
Other
December 31,
2020
2019
$
80,618 $ 132,504
38,757
33,186
10,436
18,744
33,094
41,805
—
18,075
$ 181,741 $ 225,478
(*)
Accrued expenses on evacuation - expenses related to relocation of certain of IMI's facilities (see Note 1D(5)).
F - 69
ELBIT SYSTEMS LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars (In thousands, except per share data)
Note 21 -
COMMITMENTS AND CONTINGENT LIABILITIES
A. ROYALTY COMMITMENTS
Elbit Systems and certain Israeli subsidiaries partially finance their research and development expenditures under grant
programs sponsored by the Israel Innovation Authority (“IIA”) of the Ministry of Economy and Industry (formerly the Office
of Chief Scientist) for the support of research and development activities conducted in Israel. At the time the grants were
received from the IIA, successful development of the related projects was not assured.
In exchange for participation in the programs by the IIA, Elbit Systems and the subsidiaries agreed to pay 2% - 5% of total
sales of products developed within the framework of these programs. The royalties will be paid up to a maximum amount
equaling 100% to 150% of the grants provided by the IIA, linked to the dollar, bearing annual interest at a rate based on
LIBOR. The obligation to pay these royalties is contingent on actual sales of the products, and in the absence of such sales
payment of royalties is not required.
In some cases, the Government of Israel’s participation (through the IIA) is subject to export sales or other conditions. The
maximum amount of royalties is increased in the event of production outside of Israel.
Elbit Systems and certain of its subsidiaries may also be obligated to pay certain amounts to the IMOD and others on certain
sales including sales resulting from the development of certain technologies.
Royalties expenses amounted to $12,196, $9,878 and $7,559 in 2020, 2019 and 2018, respectively.
B. COMMITMENTS IN RESPECT OF LONG-TERM PROJECTS
In connection with projects in certain countries, Elbit Systems and some of its subsidiaries have entered and may enter in the
future into “buy-back” or “offset” agreements, required by a number of the Company’s customers for these projects as a
condition to the Company obtaining orders for its products and services. These agreements are customary in the Company’s
industry and are designed to facilitate economic flow back (buy-back) and/or technology transfer to businesses or government
agencies in the applicable country.
These commitments may be satisfied by the Company’s placement of direct work or vendor orders for supplies and/or
services, transfer of technology, investments or other forms of assistance in the applicable country. The buy-back rules and
regulations, as well as the underlying contracts, may differ from one country to another. The ability to fulfill the buy-back
obligations may depend, among other things, on the availability of local suppliers with sufficient capability to meet the
Company requirements and which are competitive in cost, quality and schedule. In certain cases, the Company’s
commitments may also be satisfied through transactions conducted by other parties.
The Company does not commit to buy-back agreements until orders for its products or services are definitive, but in some
cases the orders for the Company’s products or services may become effective only after the Company’s corresponding buy-
back commitments are in effect.
Buy-back programs generally extend at least over the relevant commercial contract period and may provide for penalties in
the event the Company fails to perform in accordance with buy-back requirements. In some cases the Company provides
guarantees in connection with the performance of its buy-back obligations.
Should the Company be unable to meet such obligations it may be subject to contractual penalties, the Company's guarantees
may be drawn upon, and the Company's chances of receiving additional business from the applicable customers could be
reduced or, in certain cases, eliminated.
At December 31, 2020, the Company had outstanding buy-back obligations totaling approximately $1,680,000 that extend
through 2028.
F - 70
ELBIT SYSTEMS LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars (In thousands, except per share data)
Note 21 - COMMITMENTS AND CONTINGENT LIABILITIES (Cont.)
C. LEGAL CLAIMS
The Company and its subsidiaries are involved in legal claims arising in the ordinary course of business. The Company’s
management, based on the opinion of its legal counsel, believes that any financial impact from the settlement of such claims
in excess of the accruals recorded in the financial statements will not have a material adverse effect on the financial position
or results of operations of the Company. As of December 31, 2020, the Company was not involved in significant legal
proceedings.
D. GUARANTEES
As of December 31, 2020, guarantees in the amount of approximately $2,470,696 were issued by banks and other financial
institutions on behalf of the Company and certain of its subsidiaries mainly in order to secure certain contract liabilities
(advances from customers) and performance obligation and employee benefit plans.
E. COVENANTS
In connection with bank credits and loans, including performance guarantees issued by banks and bank guarantees in order to
secure certain advances from customers, the Company and certain subsidiaries are obligated to meet certain financial
covenants. Such covenants include requirements for shareholders’ equity, current ratio, operating profit margin, tangible net
worth, EBITDA, interest coverage ratio and total leverage.
As of December 31, 2020, the Company met all financial covenants.
F. CONTRACTUAL OBLIGATIONS
Substantially all of the Company’s purchase commitments relate to obligations under purchase orders and subcontracts
entered into by the Company. These purchase orders and subcontracts are typically in standard formats proposed by the
Company, with the subcontracts and purchase orders also reflecting provisions from the Company’s applicable prime contract
that apply on a flow down basis to subcontractors and vendors. The terms typically included in these purchase orders and
subcontracts are consistent with Uniform Commercial Code provisions in the United States for sales of goods, as well as with
specific terms called for by its customers in various countries. These terms include the Company’s right to terminate the
purchase order or subcontract in the event of the vendor’s or subcontractor’s default, and typically include the Company’s
right to terminate the order or subcontract for the Company’s convenience (or if the Company’s prime contractor has so
terminated the prime contract). Such purchase orders and subcontracts typically are not subject to variable price provisions.
As of December 31, 2020 and 2019, the purchase commitments were $2,626,000 and $2,248,000, respectively.
G. FIXED LIENS
In order to secure bank loans and bank and other financial institutions guarantees in the amount of approximately $2,470,696
as of December 31, 2020, certain Company entities recorded fixed liens on most of their machinery and equipment,
mortgages on most of their real estate and floating charges on most of their assets.
H. LIEN ON APPROVED ENTERPRISES
A lien on the Company’s Approved Enterprises has been registered in favor of the State of Israel. See Note 18A.
F - 71
ELBIT SYSTEMS LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars (In thousands, except per share data)
Note 22 - SHAREHOLDERS’ EQUITY
A. SHARE CAPITAL
Ordinary shares confer upon their holders voting rights and the right to receive dividends.
B. TREASURY SHARES
In April 2019, the Company sold in a private placement to institutional investors in Israel 1,408,921 ordinary shares, at a
price per share equal to $131.81. As part of the private placement the shares were registered with the SEC.
C. 2018 EQUITY INCENTIVE PLAN
In February 2018 the Company's Board of Directors approved the 2018 Equity Incentive Plan for Executive Officers (the
“2018 Equity Incentive Plan”). The purpose of this plan was to enable the Company to link the compensation and benefits
of its executive officers with the future growth and success of the Company and its Affiliates and with long-term
shareholder value. As of December 31, 2020, the 2018 Equity Incentive Plan consisted 1,000,000 options (the "Options")
to be exercised using a “Net-Exercise Mechanism,” which entitles the recipients to exercise the Options for an amount of
shares reflecting only the benefit factor. The Options were allocated, subject to the required approvals, to the Company's
Israeli executive officers.
The exercise price of an Option is determined in U.S dollars and is the higher of: (i) the average closing share price of an
Elbit Systems ordinary shares on the TASE, during the period of thirty (30) trading days preceding the date on which the
Company's Board of Directors approves the granting of the respective options, converted into U.S. Dollars by applying the
average representative U.S. dollar - NIS exchange rate during such thirty (30) trading days period; or (ii) the closing share
price of our ordinary shares on the TASE on the last trading date preceding the date on which the Company's Board of
Directors approves the granting of the respective Options, converted into the U.S. Dollars by applying the representative
U.S. dollar - NIS exchange rate.
Under the 2018 Equity Incentive Plan, the Options become vested and are eligible to be exercised in accordance with the
following vesting schedule:
(1)
(2)
(3)
(4)
Forty percent (40%) of the Options are vested and exercisable from the second anniversary of the grant date;
An additional twenty percent (20%) of the Options are vested and exercisable from the third anniversary of the
grant date;
An additional twenty percent (20%) of the Options are vested and exercisable from the forth anniversary of the
grant date; and
The remaining twenty (20%) of the Options are vested and exercisable from the fifth anniversary of the grant date.
The Options expire no later than 63 months from the date of grant.
As of December 31, 2020, there were 95,000 Options available for future grants under the 2018 Equity Incentive Plan.
F - 72
ELBIT SYSTEMS LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars (In thousands, except per share data)
Note 22 - SHAREHOLDERS’ EQUITY (Cont.)
C. 2018 EQUITY INCENTIVE PLAN (Cont.)
The following is a summary of Elbit Systems' Options activity under the 2018 Equity Incentive Plan:
Outstanding - beginning of the year
Granted
forfeited
Outstanding - end of the year
Number of
Options
905,000
—
—
905,000
2020
Weighted average
exercise price
128.45
—
—
128.45
Number of
Options
965,000
—
(60,000)
905,000
2019
Weighted average
exercise price
128.48
—
128.91
128.45
The aggregate intrinsic value represents the total intrinsic value (the difference between Elbit Systems’ closing stock price
on the last trading day of the fourth quarter of the applicable fiscal year and the exercise price, multiplied by the number of
in-the-money Options) that would have been received by the Option holders had all Option holders exercised their Options
on December 31, 2020. This amount changes, based on the market price of the Company’s stock and the average exercise
price of in-the-money Options. Aggregate intrinsic value of outstanding Options as of December 31, 2020, was $2,115.
As of December 31, 2020, there was $10,961 of total unrecognized compensation cost related to share-based compensation
arrangements granted under the 2018 Equity Incentive Plan. That cost is expected to be recognized over a weighted
average period of 3 years.
As of December 31, 2020, 901,959 Options were vested and expected to be vested at a weighted average exercise price of
$128.45 per share. The weighted average remaining contractual life of exercisable Options as of December 31, 2020, is
approximately 2.95.
D. OUTSTANDING OPTIONS AND COMPENSATION EXPENSES
The options outstanding as of December 31, 2020, have been separated into ranges of exercise prices, as follows:
Exercise price
$121.42 - $128.91
Number of Options
Options outstanding
Weighted average
remaining contractual
life (years)
905,000
2.95
Weighted average
exercise price per share
128.45
$
Compensation expenses related to the 2018 Equity Incentive Plan amounted to $4,086 and $3,994 for the years ended
December 31, 2020 and 2019 respectively, which were recognized, as follows:
Cost of revenues
General and administration expenses
Year ended December 31,
2020
2019
$
$
3,473
613
4,086
$
$
3,424
570
3,994
F - 73
ELBIT SYSTEMS LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars (In thousands, except per share data)
Note 22 - SHAREHOLDERS’ EQUITY (Cont.)
E. COMPUTATION OF EARNINGS PER SHARE
Computation of basic and diluted net earnings per share:
Year ended December 31, 2020
Year ended December 31, 2019
Year ended December 31, 2018
Net income
to
shareholders
of ordinary
shares
Weighted
average
number
of
shares (*)
Net income
to
shareholders
of ordinary
shares
Per
Share
amount
Weighted
average
number of
shares (*)
Per
Share
amount
Net income
to
shareholders
of ordinary
shares
Weighted
average
number
of
shares (*)
Per
Share
amount
$
237,658
44,198 $
5.38 $
227,857
43,787 $
5.20 $
206,738
42,789 $
4.83
—
17
—
61
—
—
$
237,658
44,215 $
5.38 $
227,857
43,848 $
5.20 $
206,738
42,789 $
4.83
Basic net
earnings
Effect of
dilutive
securities:
Employee
stock options
Diluted net
earnings
(*) In thousands.
F. 2018 PHANTOM BONUS RETENTION PLAN
In August 2018, the Company’s Board of Directors approved a “Phantom Bonus Retention Plan” for Senior Officers, who
are not Executive Officers (the “2018 Phantom Plan”).
The 2018 Phantom Plan provides for phantom bonus units which entitle the recipients to receive payment in cash of an
amount reflecting the “benefit factor”, which is linked to the performance of Elbit Systems’ stock price over the applicable
periods (tranches) under the 2018 Phantom Plan. As of December 31, 2020, 1,914,650 phantom bonus units of the Plan
were granted with a weighted average basic price per unit, as defined in the Plan, of $139.75.
The benefit earned for each year of a tranche is the difference between the basic price and the closing price of the
Company’s share for that year, as defined in the 2018 Phantom Plan, not to exceed an increase of 100% in the Company's
share price from the basic price of the first year of a tranche.
The Company recorded an amount of approximately $10,068 and $9,595, during the years ended December 31, 2020 and
2019, respectively, as compensation costs related to the phantom bonus units granted under the 2018 Phantom Plan, as
follows:
Cost of revenues
General and administration expenses
Marketing and selling
Year ended December 31,
2020
2019
$
6,096
$
2,165
1,807
$
10,068
$
5,530
2,447
1,618
9,595
F - 74
ELBIT SYSTEMS LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars (In thousands, except per share data)
Note 22 - SHAREHOLDERS’ EQUITY (Cont.)
G. 2012 PHANTOM BONUS RETENTION PLAN
In August 2012, the Company’s Board of Directors approved a “Phantom Bonus Retention Plan” for senior officers (the
“2012 Phantom Bonus Retention Plan”). In August 2013, the 2012 Phantom Bonus Retention Plan was extended to include
other officers of the Company.
The 2012 Phantom Bonus Retention Plan provided for phantom bonus units which entitled the recipients to receive
payment in cash of an amount reflecting the “benefit factor”, which was linked to the performance of Elbit Systems’ stock
price over the applicable periods (tranches) under the Plan. There were no new grants during 2020 and 2019, under the
2012 Phantom Bonus Retention Plan.
The benefit earned for each year of a tranche was the difference between the basic price and the closing price of the
Company’s share for that year, as defined in the 2012 Phantom Bonus Retention Plan, not to exceed an increase of 100% in
the Company's share price from the basic price of the first year of a tranche.
The Company recorded an amount of approximately $301, $1,858 and $2,628 in the years ended December 31, 2020, 2019
and 2018, respectively, as compensation costs related to the phantom bonus units granted under the 2012 Phantom Bonus
Retention Plan, as follows:
Cost of revenues
General and administration expenses
Marketing and selling
H. DIVIDEND POLICY
Year ended December 31,
2020
2019
2018
$
—
$
426
$
301
—
1,160
272
985
1,225
418
$
301
$
1,858
$
2,628
Dividends declared by Elbit Systems are paid subject to statutory limitations. Elbit Systems’ Board of Directors has
determined not to declare dividends out of tax exempt earnings.
F - 75
ELBIT SYSTEMS LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars (In thousands, except per share data)
Note 23 - MAJOR CUSTOMER AND GEOGRAPHIC INFORMATION
The Company operates in one reportable segment (see Note 1 for a brief description of the Company’s business).
A. REVENUES ARE ATTRIBUTED TO GEOGRAPHIC AREAS BASED ON LOCATION OF THE END CUSTOMERS
AS FOLLOWS:
North America
Asia-Pacific
Israel
Europe
Latin America
Other
Year ended December 31,
2020
2019
2018
$ 1,500,577 $ 1,260,487 $ 979,165
961,794
1,029,635
1,106,560
1,064,789
818,770
140,133
134,738
853,656
158,059
141,774
791,821
740,232
737,051
192,406
243,009
$ 4,662,572 $ 4,508,400 $ 3,683,684
B. REVENUES ARE GENERATED BY THE FOLLOWING AREAS OF OPERATIONS:
Year ended December 31,
Airborne systems
C4ISR systems
Land systems
Electro-optic systems
Other (*)
(*) Mainly non-defense engineering and production services.
C. MAJOR CUSTOMER DATA AS A PERCENTAGE OF TOTAL REVENUES:
IMOD
U.S. Government
D. LONG-LIVED ASSETS BY GEOGRAPHIC AREAS:
Israel
U.S.
Other
F - 76
2020
2019
$ 1,650,406 $ 1,617,243 $ 1,470,082
1,145,719
1,130,092
1,161,480
2018
1,258,894
1,228,348
475,896
131,657
374,359
126,970
649,141
333,855
100,514
$ 4,662,572 $ 4,508,400 $ 3,683,684
Year ended December 31,
2019
15%
18%
2020
21%
22%
2018
13%
17%
Year ended December 31,
2020
2019
$ 1,642,801 $ 1,621,653 $ 1,541,195
245,865
536,164
501,985
2018
205,014
278,834
161,481
$ 2,383,979 $ 2,402,472 $ 1,948,541
ELBIT SYSTEMS LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars (In thousands, except per share data)
Note 24 -
RESEARCH AND DEVELOPMENT, NET
Year ended December 31,
Total expenses
Less - grants and participations
Note 25 -
FINANCIAL EXPENSES, NET
Expenses:
Interest on long-term bank debt
Interest on Series A Notes, net
Interest on short-term bank credit and loans
Guarantees
Loss from revaluation of lease liabilities and
exchange rate differences, net
Other
Income:
Interest on cash, cash equivalents and bank deposits
Other
Note 26 - OTHER INCOME (EXPENSES), NET
Pension non-service cost
Gain on sale of investment(1)
Revaluation of investment(2)
Impairment of investment(3)
Other
2020
2019
$ 428,198 $ 368,652 $ 317,690
(30,338)
(68,453)
(36,895)
2018
$ 359,745 $ 331,757 $ 287,352
Year ended December 31,
2019
2020
2018
$
(13,763) $
(1,060)
(13,854) $
(3,757)
(13,718)
(5,494)
(9,112)
(10,576)
(12,172)
(10,600)
(33,386)
(24,607)
(4,864)
(9,635)
(9,073)
(9,027)
(3,362)
(5,807)
(74,357)
(73,029)
(46,481)
1,075
2,012
3,087
1,595
2,362
3,957
1,115
1,305
2,420
$
(71,270) $
(69,072) $
(44,061)
Year ended December 31,
$
2020
(13,643) $
16,727
4,100
—
224
2019
2018
(10,920) $
—
8,281
(3,794)
—
—
(3,692)
(7,807)
88
152
$
7,408 $
(6,243) $
(11,449)
(1)
(2)
(3)
During 2020, the company recognized a gain resulting from the sale of holdings in an affiliated company to third party
(see Note 1D(4)).
During 2020 and 2019, the Company recognized gain as a result of revaluation of two of its investments in affiliated
companies.
During 2019, the Company recognized an impairment related to one of its investments (see Note 6C(1)). During 2018
the Company recognized an impairment related to two investments, an amount of approximately $5,100 is related to
impairment of an investment measured under the fair value option (see Note 6C(3)), and an amount of $2,700 is
related to an investment accounted under the cost method (see Note 1C(4)).
F - 77
ELBIT SYSTEMS LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars (In thousands, except per share data)
Note 27 -
RELATED PARTIES' TRANSACTIONS AND BALANCES
Transactions:
Income -
Sales to related-party companies (*)
Participation in expenses
Cost and expenses -
Supplies from related parties (**)
Balances:
Trade receivables and other receivables (*)
Trade payables and advances (**)
Year ended December 31,
2020
2019
2018
$ 187,014 $ 183,012 $ 181,566
$
2,580
1,487 $
2,576 $
$
8,476 $
13,467 $
8,188
December 31,
2020
2019
$
$
67,250 $
34,890 $
73,076
23,518
The sales to the Company’s related parties in respect of U.S. government defense contracts are made on the basis of cost.
(*)
(**)
A significant portion of the sales and balances include sales of helmet mounted cueing systems purchased from the
Company by a 50%-owned affiliate of ESA.
Includes mainly electro-optics components and sensors, purchased by the Company from a 50%-owned Israeli
partnership, and electro-optics products purchased by the Company from another 50%-owned Israeli affiliate.
¬ ¬ ¬
F - 78
ELBIT SYSTEMS LTD. AND SUBSIDIARIES
Schedule II – Valuation and Qualifying Accounts
(In thousands of U.S. dollars)
Valuation Allowance on Deferred Taxes
154,158
18,675
Description
Year ended December 31, 2020:
Provisions for Losses on Long-Term
Contracts (*)
Provisions for Claims and Potential
Contractual Penalties and Others
Credit risk (**)
Year ended December 31, 2019:
Provisions for Losses on Long-Term
Contracts (*)
Provisions for Claims and Potential
Contractual Penalties and Others
Allowance for Doubtful Accounts
Column A
Column B
Balance at
Beginning of
Period
Additions
(Charged to
Costs and
Expenses)
Column C
Deductions
(Write-Offs
and Actual
Losses
Incurred)
Column D
Column E
Additions
Resulting
from
Acquisitions
Balance at
End of
Period
130,711
30,608
53,038
4,786
10,557
455
7,633
118,672
41,359
29,320
8,541
11,308
851
1,105
22
3,008
1,998
—
4,606
1,856
—
—
—
—
—
—
—
108,281
2,233
16,192
172,833
130,711
4,786
10,557
Valuation Allowance on Deferred Taxes
121,651
—
32,485
154,158
Year ended December 31, 2018:
Provisions for Losses on Long-Term
Contracts (*)
Provisions for Claims and Potential
Contractual Penalties and Others
Allowance for Doubtful Accounts
Valuation Allowance on Deferred Taxes
46,778
19,842
20,396
72,448
118,672
5,406
9,585
7,326
801
1,548
1,401
940
1,813
3,274
1,988
8,541
11,308
473
113,397
121,651
(*)
(**)
As of December 31, 2020, 2019 and 2018 an amount of $17,271 and $34,120 and $21,659, respectively, is presented
as a deduction from inventories. As of December 31, 2020, 2019 and 2018 an amount of $91,010, and $96,591 and
$97,013, respectively, is presented as part of other payables and accrued expenses.
Credit risk additions includes cumulative effect through retained earnings as a result of the adoption of ASC 326 in the
amount of approximately $5,484. As of December 31, 2020, an amount of $14,167 and $2,025 is related to corporate
customers and government customers, respectively.
S-1
DESCRIPTION OF SECURITIES
Exhibit 2.1
At December 31, 2020, Elbit Systems Ltd. (“Elbit Systems,” “we” or the “Company”) had one class of securities registered
pursuant to Section 12 of the Securities Exchange Act of 1934, as amended: ordinary shares of NIS 1 nominal (par) value each.
Under our Articles of Association, 80,000,000 of our ordinary shares are authorized, of which 44,200,164 such ordinary shares
were issued and outstanding as of March 15, 2021. All issued and outstanding ordinary shares are fully paid and non-assessable
(except as provided below under “Calls on Shares”). The ordinary shares are registered for trading on the NASDAQ Global
Select Market and on the Tel Aviv Stock Exchange under the trading symbol ESLT.
Capitalized terms used but not defined herein shall have the meanings given to them in this annual report on Form 20-F.
This Exhibit sets forth a description of our ordinary shares and certain provisions of our Articles of Association which are
summaries and are qualified in their entirety by reference to the full text of our Restated Articles of Association (referred to
hereafter as our “Articles of Association”), which is filed as Exhibit 1.2 to this annual report on Form 20-F.
Israeli Companies Registrar. We are an Israeli corporation with limited liability, registered with the Israeli Companies
Registrar. The registration number issued to us by the Companies Registrar is 52-004302-7.
The Companies Law and Restated Articles of Association. The Companies Law is the basic corporation law governing Israeli
publicly and privately held companies. The Companies Law mandates that specific provisions be included in an Israeli
company’s articles of association, which are included in our Articles of Association.
Purpose. Our purpose, as stated in Article 3 of our Articles of Association, includes any objective permitted by law, and, in
addition, Article 3 permits us to contribute reasonable amounts other worthy causes.
Transfer of Shares. Our ordinary shares are issued in registered form and may be freely transferred unless the transfer is
restricted or prohibited by another instrument, applicable law (including the Israeli Defense Entities Law– see “Regulation of
Israeli Defense Entities” below), or the rules of a stock exchange on which the shares are listed for trade.
Board of Directors. The Companies Law and our Articles of Association generally give our Board of Directors the authority to
exercise all residual powers not granted under the Articles of Association or the Companies Law to any other Company body.
Under our Articles of Association, our directors are elected by the shareholders at the annual meeting by a simple majority of
our ordinary shares. Directors (other than our External Directors, described below) generally hold office until the next annual
general meeting of shareholders. Under certain circumstances, our Board may appoint new directors to fill vacancies. Our
Articles of Association authorize a maximum of 17 directors, a minimum of five directors and, unless otherwise approved by
our shareholders, the number of directors will be nine.
External Directors. Under the Companies Law, publicly held Israeli companies are required to elect at least two “External
Directors” each of whom must have certain expertise and, for a publicly held company such as Elbit Systems that is considered
to have a controlling shareholder, must meet certain requirements to ensure that he or she is not affiliated with the controlling
shareholder. According to the Companies Law and our Articles of Association, our External Directors serve for a three-year
term following which they may stand for up to two additional terms of three years each, and thereafter for additional periods of
up to three (3) years each as may be permitted by law. At present, we have two External Directors on our Board, and their terms
of office expire in different years. In addition to a simple majority of our ordinary shares voted at the meeting, election of an
External Director requires that (i) such majority includes a majority of votes of non-controlling Shareholders who do not have a
“Personal Interest” (except for Personal Interest that does not result from such shareholder’s relations with the controlling
shareholder) in the approval of the respective resolution (disregarding abstentions) or (ii) the total number of shares of the
shareholders referred to in (i) above that are voted by non-controlling shareholders against the election of the External Director
does not exceed two percent (2%) of the overall voting rights in the Company.
Rights Generally Applicable to Ordinary Shares
Each ordinary share entitles its owner to receive notices of, to attend and to cast one vote for each matter considered at, a
general meeting of shareholders. Our Articles of Association do not grant shareholders any rights to share in our profits other
than through dividends. Subject to Israeli law, dividends may be declared by our Board and paid to the shareholders according
to their respective rights. All dividends unclaimed for up to seven (7) years after having been declared may be invested or
otherwise used as directed by the Board for the benefit of Elbit Systems until claimed. After the lapse of such time, the
Company will have no obligation to pay the unclaimed dividend. In the event that we were to go into liquidation, any surplus
remaining after the payment of liabilities would be distributed to the shareholders in proportion to the amount paid by each
shareholder on account of the nominal value of the shares paid, disregarding any premiums paid in excess of the nominal value.
Calls on Shares. Our Board may make calls upon shareholders in respect of sums unpaid on their shares (i.e., any excess of the
nominal value over the amount paid to the corporation upon issuance of the share). Our Articles of Association contain no
provisions that discriminate against any existing or future shareholder as a result of the number of shares such shareholder
holds, but votes of our controlling shareholders may not be counted for certain resolutions such as the appointment of External
Directors.
A change of Elbit Systems’ registered share capital, by way of increasing the share capital, creation of new shares or
cancellation of unissued registered shares (if there is no undertaking to allot such shares), requires a change to our
Memorandum of Association and Articles of Association and as such generally requires the vote of a special majority of 67% of
the votes (excluding abstentions) of the shareholders participating in a general meeting of shareholders (a “Special Majority”).
If at any time our share capital is divided into different classes of shares, we may change the rights of shareholders by way of a
resolution at a general meeting of shareholders, subject to the consent in writing of all shareholders of the class whose rights are
being impaired by the proposed change or subject to the adoption of a resolution by a Special Majority of the general meeting
of the shareholders of such class, all of which would be subject to other terms if and as provided by the terms of issuance of a
particular class of shares.
Our ordinary shares do not have pre-emptive rights.
Subject to the applicable provisions of the Companies Law, Elbit Systems may issue and redeem redeemable preference shares
and redeemable warrants.
Also, under the Companies Law, each shareholder has a duty to act in good faith in exercising his or her rights and fulfilling his
or her obligations toward the company and other shareholders and to refrain from abusing his or her power in the company,
such as in certain shareholder votes. In addition, specified shareholders have a duty of fairness toward the company. These
shareholders include any controlling shareholder (as described below), any shareholder who knows that it possesses the power
to determine the outcome of a shareholder vote and any shareholder who, pursuant to the provisions of the articles of
association, has the power to appoint or to prevent the appointment of an office holder or has any other power, beyond that of
other shareholders, with respect to the company.
General Meetings of Shareholders
An annual general meeting of our shareholders must be held once in each year and not later than 15 months after the preceding
annual general meeting.
Any general meeting that is not an annual general meeting is defined as an extraordinary general meeting. All shareholders of
record are entitled to attend any annual or extraordinary general meeting and vote at general meetings in person, by a voting
instrument, by proxy or through the Israeli Securities Authority’s electronic voting system. Notice of an annual or extraordinary
general meeting may be sent by us by personal delivery or by sending it by prepaid registered mail. Such notice may also be
sent by facsimile, email or other electronic means provided confirmation is made by registered mail as stated above, and should
be sent to shareholders at the address in our records.
Our Board may convene an extraordinary general meeting when and as it sees fit. In addition, the Board must, according to the
Companies Law, convene an extraordinary general meeting if it receives a demand to do so from either: (i) at least two
directors; (ii) at least one quarter of the members of the Board; or (iii) one or more shareholders who hold: (A) an aggregate of
at least 5% of our issued share capital and at least 1% of all voting rights in the Company; or (B) at least 5% of all voting rights
in the Company, and in such case the extraordinary meeting must be held not more than 56 days from the submission date of
such request to the Board and not later than 35 days from the applicable notice to shareholders described below. Any demand
by a person or persons, as described in (i), (ii) and/or (iii) of this paragraph, who demands that an extraordinary general meeting
be convened, must be made in writing and sent to our registered office, which is Elbit Systems Ltd., Advanced Technology
Center, Haifa 3100401, Israel.
Subject to the provisions of our Articles of Association, as well as applicable law and regulations, including applicable laws and
regulations of any stock market on which our shares are listed, notice of an annual general meeting and of an extraordinary
general meeting must be sent at least 21 days (and in some cases at least 35 days) in advance to all shareholders recorded in our
shareholders registry. Further, under our Articles of Association, a notice to Shareholders may also be served by publication in
a daily Hebrew newspaper appearing in Israel. Such notice must include the place, date and hour of the meeting, the agenda for
the meeting, the proposed resolutions and instructions for proxy voting.
The quorum required for a meeting of shareholders, except in the case of certain extraordinary meetings convened in special
circumstances, consists of at least two shareholders present in person or by proxy or other voting instrument and holding or
representing between them at least one-third of the voting power. The chair of our Board generally presides at our shareholders’
meetings. A meeting adjourned for lack of a quorum will be adjourned to the same day in the following week, at the same time
and place, or to the day, time and place that the Board determines, with notice to the shareholders. At the reconvened meeting,
if a quorum is not present within one-half hour from the time appointed for holding the adjourned meeting, the required quorum
then is two shareholders, present in person or by proxy or other voting instrument, representing at least 10% of the voting
power. Nasdaq Listing Rule 5620(c) provides that a company listed on the Nasdaq Global Select Market should have a quorum
requirement for shareholder meetings of at least one-third of the company’s outstanding common voting stock. As described
above, our general quorum requirement is consistent with the Nasdaq Listing Rule. However, in the case of an adjourned
meeting, our Articles of Association, consistent with what is permissible under the Companies Law, provide for a 10% quorum
requirement.
In general, subject to the Companies Law, ordinary resolutions in a general meeting require approval of a majority of the votes
cast at the general meeting, whether in person or by proxy, without taking into account abstentions. For information as to the
required majority for the approval of related party transactions, see “Provisions Relating to Major Shareholders” below.
However, under our Memorandum of Association and Articles of Association, certain resolutions require a special majority of
at least 67% of all votes properly cast at a general meeting, without taking into account abstentions.
Change of Control
Subject to certain exceptions, the Companies Law provides that a merger of two companies requires approval both by the board
of directors and by the shareholders of each of the merging companies, and with respect to a target company whose share
capital is divided into more than one class, the approval of each class of shares. In approving a merger, the board of directors
must determine that there is no reasonable expectation that, as a result of the merger, the surviving company will not be able to
meet its obligations to its creditors. An Israeli court may, upon the request of a creditor, order to enjoin or delay the merger if
there is an expectation that the surviving company will not be able to meet its obligations to the creditors of the merging
companies. A court may also issue other instructions for the protection of creditors’ rights in connection with a merger. In
addition, a merger may not be completed unless at least (i) 50 days have passed from the time that the requisite proposal for the
merger has been filed by each party with the Israeli Registrar of Companies, and (ii) 30 days have passed since the merger was
approved by the shareholders of each party.
Under the Companies Law, an acquisition of shares in a public company must be made by means of a tender offer to all
shareholders if, as a result of the acquisition, the purchaser would hold 25% or more of the company’s voting rights (where no
other shareholder holds 25% or more) or 45% or more of the company’s voting rights (where no other shareholder holds 45%
or more). This rule does not apply to certain events set forth in the Companies Law, including a purchase of shares by way of a
“private offering” in certain circumstances provided under the Companies Law. The tender offer may be consummated only if
(i) at least 5% of the company’s voting rights will be acquired; and (ii) the majority of the offerees who responded to the offer
accepted the offer, excluding offerees who are controlling shareholders of the offeror, offerees who hold 25% or more of the
voting rights in the company or who have a Personal Interest in accepting the tender offer, or anyone on their behalf or on
behalf of the offeror including the relatives of or corporations controlled by these persons.
Regulation of Israeli Defense Entities
The Israeli Defense Entities Law establishes conditions for the approval of an acquisition or transfer of “means of control” of an
entity that is determined to be an Israeli “defense entity” under the terms of the law. Designation as a “defense entity” is to
occur through an order to be issued jointly by the Israeli Prime Minister, Defense Minister and Economy Minister. No such
order for Elbit Systems has been issued as of the date of this annual report on Form 20-F, but we were recently notified by the
IMOD that it has initiated a process under which it is intended that the Israeli government will finalize an order that would
designate Elbit Systems and most of our Israeli subsidiaries as defense entities under the law.
Orders to be issued under the Israeli Defense Entities Law may also establish other conditions and restrictions. It is anticipated
that in the case of a publicly traded company such as Elbit Systems, Israeli government approval will be required for acquisition
of a specific percentage of shares or voting rights that would constitute "means of control" under the law. Means of control for
this purpose could include, for example, the right to vote a specified percentage of shares at a shareholders’ meeting or to
appoint a director. Orders relating to defense entities are also anticipated to, among other matters: (1) impose restrictions on the
ability of non-Israeli resident citizens to hold “means of control” or to be able to “substantially influence” defense entities; (2)
require that senior officers of defense entities have appropriate Israeli security clearances; (3) require that a defense entity’s
headquarters be in Israel; and (4) subject a defense entity’s entering into international joint ventures and transferring certain
technology to the approval of the IMOD. Under separate regulations, Elbit Systems and our major Israeli subsidiaries have been
designated as “defense companies” by the Defense Minister with respect to Israeli law governing various other aspects of
defense security arrangements.
Provisions Relating to Major Shareholders
We are required by law to maintain a separate registry of shareholders that hold 5% or more of either our issued shares or
voting rights.
Under the Companies Law, certain disclosure requirements as to “Personal Interests” (see “Item 10. Additional Information -
Approval of Certain Transactions - Personal Interest and Extraordinary Transactions” under this Annual Report on Form 20-F)
apply to each controlling shareholder of a public company. In this regard, a controlling shareholder is a shareholder who has the
ability to direct the activities of a company, including a shareholder that holds 25% or more of the voting rights if no other
shareholder owns more than 50% of the voting rights in the company, but excluding a shareholder whose power derives solely
from his or her position as a director of the company or any other position with the company. “Personal Interest” means a
personal benefit, gain or other interest (other than a benefit arising solely from holding a company’s shares) derived by the
shareholder (or certain relatives or related entities) from approving an act or transaction on behalf of the corporation.
Except for certain specified exemptions under the Companies Law and regulations promulgated thereunder, audit committee,
Board and shareholder approval is required for extraordinary transactions, as defined by criteria established by the audit
committee, with a controlling shareholder or in which a controlling shareholder has a Personal Interest, including a private
offering in which the controlling shareholder has a Personal Interest, and an engagement of a public company with a controlling
shareholder or his or her Relative, directly or indirectly, including through a company controlled by such person, regarding the
grant of services to the applicable company (and regarding his or her employment terms if the controlling shareholder is an
employee of the company but he or she is not an Office Holder). If the controlling shareholder is an Office Holder, his or her
employment terms must be approved by the compensation committee, the board of directors and the shareholders of the
company, in that order. In each case, shareholder approval requires a Special Uninterested Majority.
In addition, the Companies Law requires that, except for certain exemptions, transactions with a controlling shareholder whose
terms are for a period of more than three years must be re-approved in same manner for every three-year period.
For information regarding shareholders’ duty to act in good faith and duty of fairness, see “Rights Generally Applicable to
Ordinary Shares” above.
Borrowing Power
Our Articles of Association grant broad powers to the Board to have us borrow, repay borrowings, make guarantees and grant
security interests in borrowings.
Exchange Controls and Other Limitations Affecting Security Holders
No limitations exist or are imposed by Israeli law or our constituent documents with regard to the rights of non-Israeli
shareholders or shareholders not resident in Israel to hold or exercise voting rights except for shareholders who are subjects of
countries that are enemies of the State of Israel. For a description of Israeli regulations relating to acquisitions of a controlling
interest in Israeli “defense entities” see “Regulation of Israeli Defense Entities” above.
As of the date of this annual report there are no Israeli currency control restrictions on payments of dividends or other
distributions with respect to our ordinary shares or the proceeds from the sale of the shares or the proceeds from the sale of the
shares. Our Memorandum of Association and Articles of Association do not restrict the ownership of ordinary shares by non-
residents of Israel. Neither the Memorandum of Association and Articles of Association nor Israeli law restrict the voting rights
of non-residents.
Amendment of Articles of Association
Our Articles of Association may be amended, in whole or in part, with by a Special Majority of our shareholders (see “Rights
Generally Applicable to Ordinary Shares” above).
Exhibit 4.2
Elbit Systems Ltd.
2018 Equity Incentive Plan for Executive Officers
1.
Name. This plan, as adopted by the Board of Directors (the "Board") of Elbit Systems
Ltd., (the “Company”) on February 27, 2018, and as amended by the Board on February 1, 2021, (the
“Amendment”), shall be known as the “Elbit Systems Ltd. 2018 Equity Incentive Plan for Executive
Officers” (the “Plan”).
2.
Purpose of the Plan. The purpose of this Plan is to enable the Company to link the
compensation and benefits of its Executive Officers with the future growth and success of the
Company and its Affiliates and with long-term shareholder value.
3.
a.
Headings and Definitions
The section headings are intended solely for the reader’s convenience and in no event
shall they constitute a basis for the interpretation of the Plan.
b.
In this Plan, the following terms shall have the meanings set forth beside them:
"Administrator" the Board or, subject to Applicable Law, the Company's
incorporation documents and delegation by the Board - the
Compensation Committee of the Board;
"Affiliate"
Each Subsidiary and any company in which the Company or
a Subsidiary owns, directly or indirectly, ownership rights;
"Applicable Law" The laws of the state of Israel applicable to the administration of
equity incentive plans which include the Plan, any applicable
laws, rules and regulations applicable to the Options granted
under the Plan, as such laws, rules, regulations and requirements
shall be in place from time to time in Israel, including any
TASE rules or regulations;
“Award
Agreement”
A written agreement between the Company and a Participant or
a notice provided by the Company to a Participant, setting forth
the terms and conditions under which Options are granted to a
Participant;
"Benefit"
The amount determined in accordance with Section 10;
“Cause”
“Change of
Control”
2
Irrespective of any definition to the contrary in any other
document held by a Participant and unless otherwise determined
in the Participant’s respective Award Agreement, the term
Cause, when used herein shall include any of the following:
(a) an act or omission of, or by, the Participant, that is
detrimental to the Company and/or an Affiliate, including, but
not limited to: dishonesty toward the Company/Affiliate,
insubordination, substantial malfeasance or nonfeasance of duty,
confidential or proprietary
unauthorized disclosure of
information and any other conduct substantially prejudicial to
the business of the Company/Affiliate;
(b) any substantial breach by the Participant of (i) his or her
employment agreement or engagement arrangements, or (ii) any
other obligations toward the Company/Affiliate;
(c) circumstances justifying the revocation and/or reduction of a
Participant’s entitlement to severance pay under Applicable
Law, including where relevant, pursuant to Sections 16 or 17 of
the Severance Pay Law, 1963; or
(d) any other reason which is defined as Cause in the
Participant’s personal employment contract or engagement
arrangements or is defined as such in the Company's or
Affiliate's internal procedures;
For the avoidance of doubt it is clarified that the determination
as to whether a Participant is being terminated for Cause shall
be made in good faith by the Administrator and shall be final
and binding on the Participant;
Any transaction or event involving the Company following
which there is a change in the control of the Company as the
term “Control” is defined in the Israeli Securities Law 1968;
“Compensation
Committee”
The compensation committee established by the Board in
the Companies Law
accordance with
5759-1999;
the provisions of
"Controlling
Shareholder"
A controlling shareholder of the Company as defined in section
32(9) of the Ordinance, as amended from time to time;
“Executive
Officers”
The Company's President and CEO and each current or future
Executive Vice President of the Company, provided he or she is
an Israeli resident and is employed by the Company or a
Subsidiary under employment agreement or arrangements and
further provided that he or she is not a Controlling Shareholder
at the time of grant of Options, or as a consequence of the grant
of an Option, as stated in Section 102;
3
“Exercise Price” The price determined by the Administrator in accordance with
Section 9 below, which shall be used for the purpose of
calculating
the number of
Underlying Shares to be issued to the Participant as the result of
the exercise of an Option;
the Benefit and determining
"Exercise
Notice"
A notice in the form as shall be dictated by the Administrator to
be provided by a Participant for the purpose of exercising an
Option in accordance with Section 10;
“Expiry Date” With respect to an Option, and unless otherwise determined in
the Award Agreement - 63 months from the Grant Date of the
Option, unless terminated earlier due to such Option being fully
exercised, or in accordance with Sections 14 and 16;
“Fair Market
Value”
Shall mean, as of any date, the value of a Share determined as
follows:
(i) if the Shares are listed on the TASE, the Fair Market Value
will be the closing price for one Share as quoted on the TASE
for the market trading day prior to time of determination; or
(ii) In the absence of the above, the Fair Market Value of a
Share shall be as determined in good faith by the Administrator.
For the avoidance of doubt, and where applicable, the above
definition of Fair Market Value shall not apply for the purpose
of determining the tax liability pursuant to Section 102(b)(3) of
the Ordinance;
The later of (i) the date on which the grant of the Options to a
Participant was approved by the Board; (ii) the first trading day
after a period of 30 days from the filing of the Plan for approval
with the ITA has lapsed; and (iii) where applicable, the date on
which the required corporate approvals were obtained;
"Grant Date"
"Holding Period" The holding period provided under Section 102 in respect of the
"capital gain tax route" or under a tax ruling by the Israeli Tax
Authority;
"ITA"
The Israeli Tax Authority;
“Ordinance”
The Israeli Income Tax Ordinance [New Version], 1961, as
amended from time to time;
“Option”
An option to purchase one Share, granted to a Participant,
subject to the provisions of this Plan and the applicable Award
Agreement; under Section 102;
4
“Participant”
An Executive Officer to whom an Option under the Plan was
granted;
“M&A
Transaction”
(including a
Any of the following (yet excluding any Structural Change or
Spin-off Transaction):
(a) a sale of all or substantially all the assets of the Company
and its Subsidiaries taken as a whole, or the sale or disposition
(whether by merger or otherwise) of one or more Subsidiary of
the Company if substantially all of the assets of the Company
and its Subsidiaries taken as a whole are held by such
Subsidiary or Subsidiaries;
(b) a merger
triangular merger),
consolidation, amalgamation or like transaction of the Company
with or into another entity or a scheme of arrangement for the
purpose of effecting such; or
(c) a sale (including an exchange) of all or substantially all of
the share capital of the Company to a third party unrelated to the
then current shareholders of the Company, whether by a single
transaction or a series of related transactions or within the scope
of the same acquisition agreement; or
(d) Any other transaction or set of circumstances that is
determined by the Board, in its discretion, to be a transaction
having a similar or comparable effect.
reverse
The Board may, at its discretion and subject to a specific Board
resolution to that effect, expand the definition so as to include
also any purchase by a current shareholder of the Company
(whether directly or indirectly) of all of the share capital of the
Company not owned by such shareholder or its affiliates prior to
such acquisition:
"NIS"
New Israeli Shekels;
“Section 102”
Section 102 of the Ordinance and the Israeli Income Tax Rules
(Tax Relief in Issuance of Shares to Employees) 2003, as
amended from time to time;
“Share”
An ordinary share of the Company, nominal value 1.00 NIS;
"Spin off
Transaction"
Any transaction in which assets of the Company are transferred
or sold to a company or corporate entity in which the
shareholders of
the same respective
ownership stakes they are then holding in the Company;
the Company hold
5
"Structural
Change"
Any re-domestication of the Company, share flip, creation of a
holding company for the Company which will hold substantially
all of the shares of the Company or any other transaction
involving the Company in which the shares of the Company
outstanding immediately prior to such transaction continue to
represent, or are converted into or exchanged for shares that
represent, immediately following such transaction, at least a
majority, by voting power, of the share capital of the surviving,
acquiring or resulting corporation;
"Subsidiary"
Any Israeli resident Company wholly owned, directly or
indirectly by the Company;
“Successor
Company”
Shall mean any entity with, or into, which the Company is
merged or consolidated, or to which certain operations or certain
assets of the Company are transferred, or which purchased
substantially all the Company’s assets or shares, including any
parent of such entity;
"TASE"
The Tel Aviv Stock Exchange Ltd;
“Tax”
Any applicable tax and other compulsory payments such as
social security and health tax contributions (including interest
and/or fines of any type and/or linkage differentials) required to
be paid under Applicable Law in relation to the Options, the
Underlying Shares or the rights deriving from any of them;
“Termination”
The termination of employment relations, or the occurrence of
any termination event as set forth in the Participant's Award
Agreement;
For the purpose of this plan the following shall not be
considered as Termination: – paid vacation, sick leave, paid
maternity leave, infant care leave, medical emergency leave,
military reserve duty, or any other leave of absence authorized
in writing by the Administrator;
Termination shall not include any transfer of a Participant
between the Company and any Affiliate or between Affiliates;
The first day on which there are no longer employment relations
between the Participant and the Company or an Affiliate, for
any reason whatsoever; however for the purpose of Termination
for Cause, the Termination Date is the date on which a notice
regarding such Termination was sent by the Company or an
Affiliate, to the Participant;
“Termination
Date”
6
"Transfer"
With respect of any Option or Underlying Share – the sale,
assignment, transfer, pledge, mortgage or other disposition
thereof or the grant of any right to a third party thereto;
“Trustee”
The trustee appointed by the Company in accordance with
Section 102;
"Underlying
Shares"
Shares issued or issuable upon exercise of Options in
accordance with the Plan
“Vesting Date”
The date on which an Option becomes vested, as determined in
accordance with this Plan and set forth in the Award
Agreement.
4.
Administration of the Plan
a.
Following adoption of the Plan by the Board and delegation of powers to the
Administrator, the Administrator shall have the power to administer the Plan.
b.
Subject to the provisions of the Plan, Applicable Law and the Company's incorporation
documents, the Administrator shall have the authority, at its discretion but subject to receipt of
additional corporate approvals as may be required by Applicable Law: (i) to grant Options to
Participants; (ii) to determine the terms and provisions of each Option granted (which need not be
identical), including, but not limited to, the number of Options to be granted to a Participant, the
vesting and/or exercise conditions; (iii) to amend, modify or supplement (with the consent of the
applicable Participant, if such amendments adversely affect the terms of the already granted Options),
the terms of each outstanding Option, unless otherwise specified under the terms of the Plan; (iv) to
interpret the Plan; (v) to prescribe, amend, and rescind rules and regulations relating to the Plan,
including the form of Award Agreements; (vi) to authorize conversion or substitution under the Plan of
any or all Options or Underlying Shares and to cancel or suspend Options, as necessary, provided that,
if such action is not specifically allowed under the terms of this Plan, any material harm to the interests
of the Participants caused thereby shall be subject to the consent of the Participants; (vii) to accelerate
or defer (and when so required under the Plan, with the consent of the Participant) the vesting schedule
of any previously granted Options; (viii) to determine the effect of any increase or decrease in the
scope of engagement of a Participant on the vesting schedule of previously granted Options; (ix) to
authorize any person to execute on behalf of the Company any instrument required to give effect to the
grant of an Option already granted; and (x) to make all other determinations deemed necessary or
advisable for the administration of the Plan.
c.
All decisions, determinations, and interpretations of the Board and/or the Administrator,
as applicable, shall be final and binding on all Participants or a respective Participant' as the case may
be.
5.
Eligibility. Options may be granted only to Executive Officers, provided that if
employment of a respective Executive Officer has not yet commenced on the date the grant of the
Options was approved by the Board, the Grant Date will be postponed to and be effective on, the first
day of commencement of employment.
7
6.
Options and Underlying Shares Reserved for the Plan. The pool for the purpose of
granting Options under this Plan shall consist of 1,500,000 Options (1,000,000 Options approved by
the Board in February 27, 2018, and additional 500,000 Options approved by the Board in February 1,
2021). The Company shall at all times reserve and keep available such number of Underlying Shares
as shall be sufficient to satisfy such number of Options, subject to any adjustment made to the share
capital of the Company by way of share split, reverse share split, distribution of share dividend or
similar recapitalization events, at any time hereafter. The Underlying Shares may be authorized but
unissued ordinary Shares, or reacquired ordinary Shares of the Company. If an Option expires or
becomes un-exercisable for any reason without having been exercised in full, the respective Option
and corresponding Underlying Shares shall, unless the Plan shall have been terminated or expired,
become available for future grants under the Plan.
7.
Grant of Options
a.
Options granted pursuant to the Plan from time to time, shall be evidenced by a written
Award Agreement. Each Award Agreement shall state, among other matters, the number of Options
granted, the Vesting Dates, the Grant Date, the Exercise Price and such other terms and conditions as
the Administrator at its discretion may deem applicable, provided that they are consistent with the
terms of the Plan.
b.
The Options specified in the Award Agreement, and any Underlying Shares issued in
respect of such Options shall be subject to the Trustee’s trusteeship, as provided in Section 14 below.
Each grant of an Option shall be subject to compliance with the conditions of Section 102.
8.
Vesting.
a.
The Options granted under an Award Agreement shall vest, subject to continued
employment of the Participant with the Company or a Subsidiary and further pursuant to provisions of
Section 8.c., as follows:
(a) 40% of the Options - on the second anniversary of the Grant Date;
(b) the remaining 60% - on the third, fourth and fifth anniversary of the Grant Date,
respectively, 20% on each such date.
No Option shall be exercised after the Expiry Date.
b. Unless otherwise determined by the Administrator, the vesting of granted Options shall
be postponed during any un-paid leave of absence. Upon return to service, the vesting shall continue
and each of the remaining Vesting Dates as well as the respective Expiry Date shall be postponed by
the number of days of such period of un-paid leave (i.e. shifting the entire remaining vesting schedule
and extending it by the number of unpaid leave days). Despite the aforementioned, it is clarified that
the following shall not postpone the vesting of the Options: paid vacation, paid sick leave, paid
maternity leave, infant care leave, medical emergency leave, military reserve duty and any other
authorized personal leave.
c.
The transfer of a Participant to an Affiliate or vice versa shall not affect the vesting of
the Options or the Vesting Dates. Any tax consequences resulting from such a transfer, if any, will be
borne solely by the Participant.
9.
Exercise Price, The Exercise Price of an Option shall be denominated in USD and shall
equal the higher of:
(a) the sum, in USD, resulting from converting the NIS Average Price into USD using the USD
Average Rate, where:
8
"NIS Average Price" means the average of the closing share prices of a Share on the TASE,
during the period of 30 (thirty) trading days ("Calculation Period") preceding, but not including,
the date on which the grant of the Options to the Participant was approved by the Board ("Date
of the Board's Resolution"); and
"USD Average Rate" means the average of the NIS/USD exchange rates for the corresponding
Calculation Period, determined by using the NIS/USD representative rate of exchange as
published by the Bank of Israel on each trading day during the Calculation Period and, if no
exchange rate was published on a trading day, the most recent so published exchange rate; or
(b) the closing share price of one Share on the TASE on the last trading date preceding the Date
of the Board's Resolution", converted into USD using the NIS/USD representative rate of
exchange most recently published by the Bank of Israel prior to the Date of the Board's
Resolution.
10.
Exercise of Options
a.
Unless otherwise determined by the Administrator and provided the Shares of the
Company are still traded on the TASE, all Options shall be exercised using a "Net-Exercise
Mechanism" which shall operate as follows : the Participant shall submit to the Trustee in such form as
shall be provided by the Trustee, an Exercise Notice which shall include among others, the following
particulars: (i) the number of the vested Options to be exercised and (ii) the aggregate Exercise Price of
all of the Options to be exercised. Unless otherwise instructed by the Company, the Trustee shall
calculate the Benefit which is the difference between (i) the aggregate Exercise Price of all of the
Options being exercised (converted into NIS by using the NIS/USD representative rate of exchange as
published by the Bank of Israel and applicable on the date the Company received the Exercise Notice)
and (ii) the aggregate Fair Market Value of the Underlying Shares of the Options being exercised as of
the date the Exercise Notice was received by the Trustee. The Trustee shall thereafter request the
Company to issue the Participant (or the Trustee) as applicable that number of whole Shares ("Issuable
Underlying Shares") received by dividing the Benefit with the Fair Market Value, of one Share as of
the date of receipt by the Trustee of the Exercise Notice (the “Net Exercise Mechanism”).
Calculation Formula:
A = the number of Options the Participant requests to exercise as written in the
Exercise Notice;
B = the Fair Market Value on the Exercise Date;
C= the Exercise Price of each Option in NIS.
Benefit = A x ((B-C)/B)
b.
Timing of exercise: Options may only be exercised on a day on which Shares are
tradable on the TASE, provided however that the exercise of Options shall not be allowed on a day that
is the "determining date" (as defined in the TASE regulations - עℶוקה םויה) of any of the following
events ("Company Events"): distribution of bonus shares, offering of rights, distribution of dividend,
share split, share consolidation or capital reduction. If the "ex-date" determined by the TASE in
accordance with the TASE regulations of a Company Event falls before its determining date, the
exercise of Options shall not be allowed on such ex-date as well. Exercise Notice received on a
determination dates or an ex-date shall be processed during the next possible day on which Shares are
traded on the TASE.
Except as otherwise provided in the Plan or in an Award Agreement, an Option may be
exercised in full or in part, subject to the Expiry Date, provided that any fraction of a Share received as
c.
9
the result of the calculation in Section 10.a above shall be rounded down to the nearest whole number
and any difference between the Benefit and the Fair Market Value of the Shares issued shall be paid in
cash to the Participant and taxed accordingly. The issuance of Underlying Shares shall be subject to the
payment of the nominal value of the Shares being issued and the payment of any Tax due, to the
Company’s and the Trustee's full satisfaction.
d. Notice of Exercise of Options, which is received by the Company after the Expiry Date,
or which relates to Options that have not yet vested, or which do not contain all of the details required
by the Exercise Notice form, shall not be accepted and shall have no force whatsoever.
e.
The Participant shall sign any document required under Applicable Law, by the
Company or by the Trustee for the purposes of issuance of the Underlying Shares.
f.
An Option may be subject on the time or times when it may be exercised to such other
terms and conditions, not inconsistent with the Plan, as the Administrator may deem appropriate.
g.
The exercise of Options under this Section 10 and the tax amounts payable for the sale
of issued Underlying Shares shall be subject to the provisions of any tax ruling of ITA received by the
Company applicable to the Net Exercise Mechanism.
11.
Non Transferability of Options. Unless otherwise determined by the Administrator, an
Option shall not be Transferable by the Participant other than in accordance with section 13 below.
Options or rights arising therefrom shall not be subject to mortgage, attachment or other willful
encumbrance, and no power of attorney shall be issued in respect thereof, whether such power of
attorney enters into force immediately or at a future date.
12.
One Time Benefit. The Options and Underlying Shares are extraordinary, one-time
benefits granted to the Participants, and are not and shall not be deemed a salary component for any
purpose whatsoever, including in connection with calculating severance compensation under
Applicable Law.
13.
Termination of Employment or Engagement.
a.
Unvested Options. In the case of Termination, any Option or portion thereof that was
not vested as of the Termination Date shall be deemed automatically expired on the Termination Date.
Notwithstanding the above and without derogating from the provisions set forth in Sections 13.c – 13.e
below, the Administrator, may, in circumstances deemed appropriate by the Administrator, at its sole
discretion and without it being obligated to do so: (i) accelerate the vesting of all or part of the Options
granted but unvested on the Termination Date, in which case, unless prohibited by Applicable Law or
any applicable law in a relevant jurisdiction, the provisions of Section 13.b.i shall apply mutatis
mutandis; or (ii) approve the continuation of the unvested Options without expiry such that the Options
shall become exercisable on the original Vesting Dates irrespective of termination of employment. Any
tax consequences resulting from such determinations by the Administrator will be borne solely by the
Participant.
b. Vested Options
i.
Termination other than for Cause.
in case of
Termination other than for Cause, any Option that is vested as of the Termination Date may be
exercised solely within the period of time (subject, however, to the provisions of Section 16 below
Unless otherwise determined by
the Administrator,
1.
10
concerning early expiry or other treatment upon certain events) ending on the earlier of (i) ninety (90)
days following the Termination Date, or (ii) the Expiry Date, but only to the extent to which such
Option was exercisable at the Termination Date. Unless otherwise specified in the Award Agreement,
Options not exercised by the Participant within the period of time specified above shall be deemed
automatically expired at the end of said period.
2.
Unless otherwise determined by the Administrator, in the event of (i)
Termination as a result of the Participant’s death or disability or (ii) the death of Participant within the
period of time stated in section 13.b.i.1 - the vested Options may be exercised (to the extent exercisable
as of the date of death) by the Participant’s legal guardian, the Participant’s estate, or by a person who
acquired the right to exercise the Option by bequest or inheritance, as the case may be, (the
“Assignees”), but solely within the period of time (subject, however, to the provisions of Section 16
below concerning early expiry or other treatment upon certain events) ending on the earlier of (1) the
date which falls twelve (12) months after the date of death, or as the case may be, the Termination Date
due to disability (or such longer or shorter period specified in the Award Agreement, if so specified) or
(2) the Expiry Date. Unless otherwise specified in the Award Agreement, Options not exercised by the
applicable Assignee within the period of time specified above shall be deemed automatically expired at
the end of said period. The Transfer of Options to an Assignee shall be subject to provision by the
Assignee of a written notice to the Company to that effect and to the execution by the Assignee of any
document required by the Company. All of the terms applicable to the Options, whether under this
Plan, the Award Agreement and/or any other document in respect of such Options, shall be binding
upon the Assignees.
3.
If the exercise of an Option after the Termination Date or death would be
prohibited at any time solely because the issuance of the Underlying Shares would violate
requirements of Applicable Law, then the affected Options shall expire at the end of the period during
which the exercise of the Options would not be in violation of such requirements of Applicable Law,
provided that in no event will such period exceed, in the event of a Termination - ninety (90) days in
the aggregate after the Termination Date and, in the event of death - twelve (12) months after the date
of death.
It is clarified that Options or any portion thereof that were not vested on
the Termination Date will not continue to vest during each of the periods mentioned in Section 14.b.i
above.
4.
exercise periods detailed in section 13.b.i at its sole discretion.
5.
The Administrator shall have the sole authority to extend any of the
ii.
Termination for Cause. If a Participant’s employment or engagement with the
Company or an Affiliate is terminated for Cause, any Option or portion thereof that has not been
exercised as of the Termination Date, even if vested, shall be deemed automatically expired on the
Termination Date.
c.
A Participant shall not be entitled to claim against the Company or an Affiliate, that he
or she was prevented from continuing to vest Options as of the Termination Date. A Participant shall
not be entitled to any compensation in respect of Options that would have vested in his favor had such
Participant’s employment or engagement with the Company or Affiliate not been Terminated.
d. No Right to Employment, Options or Underlying Shares. The grant of Options, the
vesting of any Option or the issuance of an Underlying Share under the Plan shall impose no obligation
on the Company or an Affiliate to continue the employment of any Participant and shall not lessen or
affect the Company's or an Affiliate's right to terminate the employment of a Participant at any time
11
and/or for any or no reason, with or without Cause, even if such Termination is immediately prior to
the vesting of any Option. No Participant or other person shall have any claim to be granted any
Option or to the vesting of any Option, whether expired immediately following the grant or prior to
vesting thereof. There is no obligation for uniformity of treatment of Participants, or holders or
beneficiaries of Options and the terms and conditions of Options and the Administrator's
determinations and interpretations with respect thereto need not be the same with respect to each
Participant (whether or not such Participants are similarly situated).
e.
Nothing contained in the Plan shall prevent the Company from adopting, adjusting or
continuing in effect compensation arrangements, which may, but need not, provide for the grant of
Options or Underlying Shares.
14.
Trust
a.
The Options and any Underlying Shares shall be held by the Trustee for the benefit of
the respective Participant, in accordance with the provisions of Section 102 in the "capital gain tax
route". Each grant and each exercise of an Option or sale or transfer of corresponding Underlying
Shares shall be done by, or when applicable, notified to, the Trustee.
b.
The validity of any instruction given to the Trustee by a Participant shall be subject to
approval of such instruction by the Company. The Company does not undertake to approve
instructions given by any Participant to the Trustee, in whole or any part thereof, within any period of
time.
c.
Subject to the provisions of this Plan, the Options and any Underlying Shares shall not
be released from the control of the Trustee, nor shall any of them be Transferred unless the Company
and the Trustee are satisfied that the full amounts of Tax due from the applicable Participant under
Applicable Law have been paid or will be paid.
d.
Subject to the provisions of Section 102, a Participant shall not Transfer or release from
the control of the Trustee any Option or any Underlying Share, until the lapse of the Holding Period.
Notwithstanding the above, if any such release or Transfer occurs during the Holding Period, the
sanctions under Section 102 shall apply to, and shall be borne by, such Participant.
e.
As long as the Options and any Underlying Shares are held by the Trustee for the
benefit of the Participant, all rights of the Participant in connection with or arising from, the Options
and/or the Underlying Shares cannot be Transferred other than by will or Applicable Law of descent
and distribution.
f. Without derogating from the aforementioned, the Administrator shall have the authority
to determine the specific procedures and conditions of the trusteeship with the Trustee in a separate
agreement between the Company and the Trustee, all subject and pursuant to the provisions of Section
102.
g.
Should the Options or any Underlying Shares be Transferred by power of a last will or
under Applicable Law of decent, the provisions of Section 102 shall apply to the legal heirs or
transferees by law of the deceased Participant.
h. Options that do not comply with the requirements of Section 102 shall be considered
Non-Approved 102 Options or Options and be subject to tax under Section 3(i) of the Ordinance.
12
i.
Issued Underlying Shares will not be held by the Trustee on behalf of a Participant for a
period exceeding one (1) year after the Expiry Date.
15.
Adjustments to the Underlying Shares subject to the Plan
a.
Adjustment Due to Change in Capital. If the Shares of the Company shall at any time be
changed or exchanged by distribution of a share dividend (bonus shares), share split, combination or
exchange of shares, recapitalization, or any other like event by or of the Company, and as often as the
same shall occur, then the number and class of the Underlying Shares and the Exercise Price of the
Options shall be appropriately and equitably adjusted so as to maintain through such an event the
proportionate equity portion represented by the Options and the total Exercise Price of the Options,
provided, however, that no adjustment shall be made by reason of distribution of subscription rights
(rights offering) on outstanding Shares or other issuance of shares by the Company. Fractions of
Underlying Shares shall be treated as follows: a right to receive 0.5 or more of a Share shall be
converted into one Share and a right to receive less than 0.5 of a Share shall be extinguished without
issuing any Shares. Except as expressly provided herein, no issuance by the Company of shares of any
class, or securities convertible into shares of any class, shall affect, and no adjustment by reason
thereof shall be made with respect to, the number or Exercise Price of Options and Underlying Shares.
b. Adjustment Due to a Structural Change. In the event of a Structural Change, the
Underlying Shares shall be exchanged or converted into shares of the Company or the Successor
Company, in accordance with the exchange effectuated in relation to the Shares of the Company, and
the Exercise Price and quantity of Options and Underlying Shares shall be adjusted in accordance with
the terms of the Structural Change. The adjustments required shall be determined in good faith solely
by the Board and shall be subject to the receipt of any approval required, including any tax ruling, if
necessary.
c.
Adjustment Due to a Spin-Off Transaction. In the event of a Spin-Off Transaction, the
Board may determine that the holders of Options be entitled to receive equity in the new company
formed as a result of the Spin-Off Transaction, in accordance with equity granted to the ordinary
shareholders of the Company within the Spin-Off Transaction, taking into account the terms of the
Options, including the Vesting Dates and the Exercise Price. The determination regarding the
Participant's entitlement within the scope of a Spin-Off Transaction shall be in the sole and absolute
discretion of the Board.
d. M&A Transaction.
i.
Without derogating from the Board’s general power under the Plan, in the event
of an M&A Transaction, the Board shall be entitled (but not obliged), at its sole discretion, without any
action or consent of the Participant being required and without any prior notice requirement, to
determine any of the following: (i) provide for an assumption or exchange of Options and/or
Underlying Shares for options and/or shares and/or other securities or rights of the Successor Company
or parent or affiliate thereof; and/or (ii) provide for an exchange of Options or Underlying Shares for a
monetary compensation (including for avoidance of doubt a cash-out of the Options for the net value);
and/or (iii) determine that the exchange, assumption, conversion or purchase detailed above will be
made subject to any payment or escrow arrangement, or any other arrangement determined within the
scope of the M&A Transaction in relation to the ordinary shares of the Company and/or (iv) provide
for the acceleration of the vesting of such Options, as to all or part of the Underlying Shares, under
such terms and conditions as the Board shall determine. The Board may determine, in its sole
discretion, that upon completion of an M&A Transaction, the terms of any Option be otherwise
amended, modified or terminated, as the Board shall deem in good faith to be appropriate. In the case
of assumption and/or substitution of Options, and unless otherwise determined by the Board,
13
appropriate adjustments shall be made so as to reflect such action and all other terms and conditions of
the Award Agreements shall remain substantially unchanged, including but not limited to the Vesting
Dates, all subject to the determination of the Board, which determination shall be at its sole discretion
and final. The grant of any substitutes for the Options and/or Underlying Shares to Participants further
to an M&A Transaction, as provided in this section, shall be considered as full compliance with the
terms of this Plan. The value of the exchanged Options and/or Underlying Shares pursuant to this
section 15.d.i shall be determined in good faith solely by the Board, based, among others, on the
Company's share price on the TASE, and its decision shall be final and binding on all the Participants.
ii.
Unless determined otherwise by the Board, and without derogating from the
aforementioned, any Options not assumed or exchanged for options and/or shares and/or other
securities or rights or not cashed-out, shall expire immediately prior to the consummation of the M&A
Transaction. Neither the authorities and powers of the Board under this Section 15.d.ii, nor the exercise
or implementation thereof, shall be restricted or limited in any way by any adverse consequences (tax
or otherwise) that may result to any Participant or other holder of an Option nor shall any such adverse
consequences (as well as any adverse tax consequences that may result from any tax ruling or other
approval or determination of any relevant tax authority) be deemed to constitute a change or an
amendment of the rights of such Participant or other holder under this Plan.
iii.
For the purposes of this Section 15.d, the mechanism for determining the
assumption or exchange as aforementioned shall be as may be agreed upon between the Board and the
Successor Company.
iv.
Without derogating from the above, in the event of an M&A Transaction the
Board shall be entitled, at its sole discretion, to require the Participants to exercise all vested Options
within a set period of time and sell all of their Underlying Shares on the same terms and conditions as
applicable to the other shareholders selling their Company’s ordinary shares as part of the M&A
Transaction. Each Participant acknowledges and agrees that the Board shall be entitled to authorize any
one of its members to sign share transfer deeds in customary form in respect of the Underlying Shares
held by such Participant and that such share transfer deed shall be binding on the Participant.
v.
Despite the aforementioned, if and when the method of treatment of Options
within the scope of an M&A Transaction determined according to the above will, in the sole opinion of
the Board, may prevent the M&A Transaction from occurring, or materially risk the M&A
Transaction, the Board may determine different treatment for different Options, such that not all
Options or all Participants will be treated equally within the scope of the M&A Transaction.
vi.
In the event that the Exercise Price of an Option is higher than the per-share
value of the shares of the Company in such an M&A Transaction ("out-of-the-money options"), the
Board shall be entitled to cancel and terminate such Option, effective upon consummation of the M&A
Transaction, without consideration.
vii.
In the event that the Options be cancelled upon the M&A Transaction, the
Company shall provide notice to the affected Participants in same manner as the notices provided
regarding the M&A Transaction to any other shareholders of the Company that are not represented in
the Board. Such notice to a Participant shall be sent to the last known address of the Participant
according to the records of the Company. The Company shall not be under any obligation to ensure
that such notice was actually received by the Participant.
It is clarified that this section 15.d shall apply inter alia in the event of partial
transactions which in the aggregate constitute an M&A Transaction in accordance with sub-section (c)
viii.
14
of the definition of M&A Transaction, and in each such transaction the Board shall have the full power
and authority under this Section 16.d.
e.
Change of Control. Without derogating from any of the above, Options held by a
Participant whose engagement with the Company or any of its Affiliates is Terminated by the
Company or an Affiliate without Cause within a period of 12 months following any Change of Control
shall be fully accelerated upon such Termination Date.
f.
Liquidation. In the event of the proposed dissolution or liquidation of the Company, all
Options will expire immediately prior to the consummation of such proposed action, unless otherwise
provided by the Board.
g.
The Participants shall execute any documents required by the Company or any
Successor Company or parent of, or affiliate thereof, in order to affect any of the actions determined
within the scope of this section 15. The failure to execute any such document may cause the expiration
and cancellation of any Option held by such Participant, as determined by the Administrator in its sole
and absolute discretion.
h. Any adjustment according to this Section 15 shall be subject to the receipt of a tax
ruling or approval from the tax authorities, if and as necessary.
16.
Taxes and Withholding Tax
a.
Options shall be taxed in accordance with Section 102, subject to the provisions of this
Plan.
b. Any Tax imposed in respect of the Options and/or the Underlying Shares, including, but
not limited to, in respect of the grant of Options, and/or the exercise of Options into Underlying
Shares, and/or the Transfer, waiver, or expiration of Options and/or Underlying Shares, and/or the sale
of issued Underlying Shares, shall be borne solely by the respective Participant, and in the event of
death, by his or her Assignees. The Company, the Affiliates, the Trustee or anyone on their behalf shall
not be required to bear the aforementioned Taxes, directly or indirectly, nor shall they be required to
gross up such Tax in the Participants’ salaries or remuneration. The applicable Tax shall be deducted
from the proceeds of sale of the issued Underlying Shares or shall be paid to the Company, the
Affiliate or the Trustee by the Participants. Without derogating from the aforementioned, the
Company, the Affiliates and the Trustee shall be entitled to withhold Taxes according to the
requirements of the Applicable Laws and to deduct any Taxes from payments otherwise due to the
Participant from the Company or an Affiliate.
c.
The Company's or Trustee's obligation to deliver Underlying Shares upon exercise of an
Option or to sell or transfer issued Underlying Shares is subject to payment by the Participant of all
Taxes due to be paid by him or her under Applicable Law.
d. A Participant shall indemnify the Company and/or the applicable Affiliate and/or the
Trustee, immediately upon request, for any Tax (including interest and/or fines of any type and/or
linkage differentials in respect of Tax and/or withheld Tax) for which the Participant is liable under
Applicable Law or under the Plan, and which was paid by the Company, the Affiliate or the Trustee, or
which the Company, the Affiliate or the Trustee is required to pay. The Company, the Affiliate and the
Trustee may exercise such indemnification by deducting the amount subject to indemnification from
the Participants’ salaries or remunerations.
15
e.
For avoidance of doubt it is clarified that the tax treatment of any Option granted under
this Plan is not guaranteed and although Options may be granted under a certain tax route in Section
102, they may become subject to a different tax route in the future.
f.
In case ITA determines at any time that Options granted to a Participant are not
qualified for the purpose of Section 102, the Company may require the Participant, in case of
Termination, to provide the Company and/or the respective Affiliate with such collateral or guarantee
as shall be deemed sufficient by the Company, to cover payment of any tax payable in connection with
the exercise of granted Options and/or the issuance of the Underlying Shares and/or the sale thereof.
17.
The Rights Attached to the Underlying Shares
a.
Equal Rights. The issued Underlying Shares constitute part of the Shares of the
Company, and they shall have equal rights for all intents and purposes as the rights attached to the
Shares of the Company, subject to the provisions of this Plan and any Award Agreement. The
Underlying Shares, being part of the Shares of the Company, shall not be protected against dilution in
any manner whatsoever, unless otherwise determined by the Board. It is hereby clarified that the
Underlying Shares shall not constitute a separate class of shares, but shall be an integral part of the
Company’s Shares.
Any change of the Company’s Articles of Association or any other incorporation
document, which may change the rights attached to the Company’s Shares, shall also apply to the
Underlying Shares, and the provisions hereof shall apply with the necessary modifications arising from
any such change.
The grant of Options and issuance of Underlying Shares under this Plan shall not
restrict or prejudice the Company in any way regarding future creation of additional and/or other
classes of shares, including classes of shares which are or may become preferred over the currently
existing Shares which are offered to Participants as Underlying Shares under this Plan. Subject to
Section 16.a above, the grant of Options and Underlying Shares under this Plan shall not entitle any
Participant to receive any compensation in the event of any change in the Company’s capital.
b. Dividend Rights. No Participant shall have any rights to receive dividends in respect of
any outstanding Options, whether vested or not, until such Options are exercised into Underlying
Shares and these Underlying Shares are issued to the Participant or the Trustee. Following the issuance
of such Underlying Shares by the Company, such Underlying Shares will entitle the Participant to
receive any dividend, to which other holders of Shares in the Company are entitled and the dividends
amount will be subject to payment and withholding of taxes according to applicable law.
18.
Changes to the Plan. The Board shall be entitled, from time to time, to update and/or
change the terms of this Plan, in whole or in part, at its sole discretion, provided that in the Board’s
opinion such change shall not materially derogate from the rights attached to the Options already
granted under this Plan and/or the applicable Underlying Shares, unless mutually agreed otherwise
between the Participant and the Company. The Board shall be entitled to terminate this Plan at any
time, provided that such termination shall not materially affect the rights of the Participants to whom
Options have already been granted.
19.
Effective Date and Duration of the Plan
a.
The Plan shall be effective as of the date it was first adopted by the Board (February 27,
2018) and shall terminate Eleven (11) years thereafter.
16
b.
Termination of the Plan shall not affect the Board’s or Administrator's ability to
exercise the powers granted to any of them hereunder with respect to Options granted under the Plan
prior to the date of termination.
20.
Successors and Assigns. The terms of the Plan and any Award Agreement issued
thereunder as well as the Options included therein shall be binding on all successors and assignees of
the Company and a Participant, including, without limitation, the estate of a Participant and the
executor, administrator or trustee of such estate, or any receiver or trustee in bankruptcy or
representative of the Participant’s creditors.
21.
Miscellaneous
a.
Notices. Notices and requests regarding this Plan may be sent by the Company through
electronic mail to the email address of the Participant within the Company's or Affiliate's organization
email address book. Notices from the Participant shall be sent in writing by registered mail or by
courier to the addresses of the Company attention: Corporate Secretary or by facsimile transmission
(provided that written confirmation of receipt is provided) with a copy by mail, to the Corporate
Secretary. Notices sent by the Company shall be made in any manner deemed appropriate by the
Company including by way of electronic mail and deemed received by the Participant within three (3)
business days following the date on which they were sent if sent by registered mail and deposited for
mailing at a post office located in Israel, or on the day of delivery if sent by courier to the addresses of
the Beneficiary known to the Company or by electronic mail to the Beneficiary's email address
registered with the Company. Notices sent to the Company shall be deemed received three (3) business
days following their deposit for mailing at the post office located in Israel and if sent by courier and
hand-delivered or sent by facsimile with confirmation of receipt - on the day of delivery (or refusal to
receive).
b.
This Plan (together with the applicable Award Agreement(s) entered into with any
Participant) constitutes the entire agreement and understanding between the Company and a Participant
in connection with the grant of Options to a Participant. Any representation and/or promise and/or
undertaking made and/or given by the Company or by whosoever on its behalf, which has not been
explicitly expressed herein or in an Award Agreement, shall have no force and effect.
22.
Governing Law. The Plan shall be governed by, construed and enforced in accordance
with the laws of the State of Israel, without giving effect to principles of conflicts of law. The
competent courts of Tel Aviv-Jaffa shall have exclusive jurisdiction to hear all disputes arising in
connection with this Plan.
* * * * *
EXHIBIT 8
Exhibit 12.1
Certification by Chief Executive Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
I, Bezhalel Machlis, certify that:
1.
2.
3.
4.
I have reviewed this annual report on Form 20-F of Elbit Systems Ltd.
Based on my knowledge, this annual report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period
covered by this annual report.
Based on my knowledge, the financial statements, and other financial information included in this
annual report, fairly present in all material respects the financial condition, results of operations
and cash flows of the registrant as of, and for, the periods presented in this annual report.
The registrant’s other certifying officer and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the registrant and have:
a)
b)
c)
d)
Designed such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material information
relating to the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this report is being
prepared;
Designed such internal control over financial reporting, or caused such internal control
over financial reporting to be designed under our supervision, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting
principles;
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this report based on such
evaluation; and
Disclosed in this report any change in the registrant’s internal control over financial
reporting that occurred during the period covered by the annual report that has materially
affected, or is reasonably likely to materially affect, the registrant’s internal control over
financial reporting.
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation
of internal control over financial reporting, to the registrant’s auditors and the audit committee of
the registrant’s board of directors (or persons performing the equivalent functions):
a)
All significant deficiencies and material weaknesses in the design or operation of internal
control over financial reporting which are reasonably likely to adversely affect the
registrant’s ability to record, process, summarize and report financial information; and
b)
Any fraud, whether or not material, that involves management or other employees who
have a significant role in the registrant’s internal control over financial reporting.
March 24, 2021
By:
/S /BEZHALEL MACHLIS
Bezhalel Machlis
President and Chief Executive Officer
(Principal Executive Officer)
Exhibit 12.2
Certification by Chief Financial Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
I, Joseph Gaspar, certify that:
1.
2.
3.
4.
I have reviewed this annual report on Form 20-F of Elbit Systems Ltd.
Based on my knowledge, this annual report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period
covered by this annual report.
Based on my knowledge, the financial statements, and other financial information included in this
annual report, fairly present in all material respects the financial condition, results of operations
and cash flows of the registrant as of, and for, the periods presented in this annual report.
The registrant’s other certifying officer and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the registrant and have:
a)
b)
c)
d)
Designed such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material information
relating to the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this report is being
prepared;
Designed such internal control over financial reporting, or caused such internal control
over financial reporting to be designed under our supervision, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting
principles;
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this report based on such
evaluation; and
Disclosed in this report any change in the registrant’s internal control over financial
reporting that occurred during the period covered by this annual report that has materially
affected, or is reasonably likely to materially affect, the registrant’s internal control over
financial reporting.
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation
of internal control over financial reporting, to the registrant’s auditors and the audit committee of
the registrant’s board of directors (or persons performing the equivalent functions):
a)
All significant deficiencies and material weaknesses in the design or operation of internal
control over financial reporting which are reasonably likely to adversely affect the
registrant’s ability to record, process, summarize and report financial information; and
b)
Any fraud, whether or not material, that involves management or other employees who
have a significant role in the registrant’s internal control over financial reporting.
March 24, 2021
By:
/S / JOSEPH GASPAR
Joseph Gaspar
Executive Vice President and Chief
Financial Officer
(Principal Financial and Accounting
Officer)
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 13.1
In connection with the annual report on Form 20-F of Elbit Systems Ltd. (the “Company”) for the
year ended December 31, 2020 as filed with the Securities and Exchange Commission on the date hereof
(the “Report”), the undersigned, Bezhalel Machlis, President and Chief Executive Officer (Principal
Executive Officer) of the Company, certifies, pursuant to 18 U.S.C. sec. 1350, as adopted pursuant to sec.
906 of the Sarbanes-Oxley Act of 2002, that:
(1)
(2)
The Report fully complies with the requirements of section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended; and
The information contained in the Report fairly presents, in all material respects, the
financial condition and result of operations of the Company.
March 24, 2021
By:
/S / BEZHALEL MACHLIS
Bezhalel Machlis
President and Chief
Executive Officer
(Principal Executive Officer)
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 13.2
In connection with the annual report on Form 20-F of Elbit Systems Ltd. (the “Company”) for the
year ended December 31, 2020 as filed with the Securities and Exchange Commission on the date hereof
(the “Report”), the undersigned, Joseph Gaspar, Chief Financial Officer (Principal Financial and
Accounting Officer) of the Company, certifies, pursuant to 18 U.S.C. sec. 1350, as adopted pursuant to sec.
906 of the Sarbanes-Oxley Act of 2002, that:
(1)
(2)
The Report fully complies with the requirements of section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended; and
The information contained in the Report fairly presents, in all material respects, the
financial condition and result of operations of the Company.
March 24, 2021
By:
/S / JOSEPH GASPAR
Joseph Gaspar
Chief Financial Officer
(Principal Financial and Accounting
Officer)
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Exhibit 15.1
We consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-223785)
pertaining to the 2018 Equity Incentive Plan for Executive Officers of Elbit Systems Ltd. of our reports
dated March 24, 2021, with respect to the consolidated financial statements and schedule of Elbit Systems Ltd. and
the effectiveness of internal control over financial reporting of Elbit Systems Ltd. included in this Annual Report on
Form 20-F for the year ended December 31, 2020, filed with the Securities and Exchange Commission.
By:
/s/ Kost Forer Gabbay & Kasierer
Kost Forer Gabbay & Kasierer
A member of Ernst & Young Global
Tel-Aviv, Israel, March 24, 2021
Exhibit 15.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-223785) of
Elbit Systems Ltd. of our report dated March 15, 2019 relating to the financial statements of IMI Systems Ltd., which appears
in this Form 20-F.
By:
/s/ Kesselman & Kesselman
Certified Public Accountants (Isr.)
A member firm of
PricewaterhouseCoopers
International Limited
Tel-Aviv, Israel, March 24, 2021
Exhibit 15.3
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the registration statement (No. 333-223785) on Form S-8 of Elbit
Systems Ltd. of our report dated March 12, 2019, with respect to the consolidated statements of income, shareholders' equity,
and cash flows of Ashot Ashkelon Industries Ltd. for the month ended December 31, 2018, and the related notes (collectively,
the "consolidated financial statements"), not included herein, which report appears in the Annual Report on Form 20-F of Elbit
Systems Ltd. dated March 24, 2021.
By:
/s/ Somekh Chaikin
Somekh Chaikin
Member firm of KPMG International
Tel-Aviv, Israel, March 24, 2021