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, 2022
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)
Dr. Yaacov Kagan, E-mail: kobi.kagan@elbitsystems.com, Tel. 972-77-294-6663, Fax:972-4-8316659
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. 44,344,206 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. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of
the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of
incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period
pursuant to §240.10D-1(b). ☐
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
Item
Description
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
Page
1
1
2
2
3
16
34
35
59
78
80
81
81
96
98
98
98
99
100
100
100
101
101
101
101
101
102
102
103
PART I
General Disclosure Standards
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 (the Securities Act), Section 21E of the Securities Exchange Act of 1934, as amended (the
Exchange Act), and the Israeli Securities Law, 1968, as amended (the Israeli Securities Law). 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 facts. 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” 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:
•
•
•
•
•
•
•
•
governmental regulations and approvals;
changes in governmental priorities (including budgeting) or policies;
general market, political and economic conditions in the countries in which we operate or sell, including
Israel and the United States, among others, or which may affect the global economy, such as the ongoing
conflict between Russia and Ukraine;
global or national health considerations, including the outbreak of a pandemic or contagious disease, such
as the coronavirus (Covid-19) pandemic;
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;
1
•
•
•
•
•
•
•
•
•
•
the scope and length of customer contracts;
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;
our ability to 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;
changes in interest rates;
inventory write-downs and possible liabilities to customers from program cancellations, including 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, unless otherwise indicated. 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.
2
Item 3. Key Information.
3A. [Reserved]
3B. Capitalization and Indebtedness
Information not required in annual report on Form 20-F.
3C. Reasons for the Offer and Use of Proceeds
Information not required in annual report on Form 20-F.
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 or other similar 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 within the
Company and 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 are continuously 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. For example, in June 2022, our monitoring and
protection systems detected a cyber-incident at our U.S. subsidiary involving unauthorized access by a ransomware group to
our subsidiary's network that resulted in disclosure of certain personal data and a minimal amount of non-critical business data.
The incident was contained through the implementation of various measures, including the immediate shut-down of the
network, which was gradually restored. Relevant authorities were notified by our subsidiary. We believe this incident did not
have a material impact on the Company.
In particular, we are targeted by experienced computer programmers and hackers, including those sponsored by or
acting for foreign governments or terrorist organizations. Such programmers and hackers may attempt to penetrate or
circumvent our cyber security defenses, obtain data and damage or disrupt our digital environment in order to, among other
things, misappropriate or compromise our intellectual property or other proprietary or protected information or that of our
employees, customers and other business partners, prevent us from being able to use such information in our operations or
require us to pay ransom.
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 to receive
customer program-related information and enter into business contracts. We devote significant resources to configure, operate,
maintain, monitor, upgrade and 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, due to the complex and evolving nature of the cyber security risk landscape,
we may still face system failures, data breaches, loss of intellectual property and interruptions in our operations, or fail to meet
customer requirements, which could have a material adverse effect on our business, reputation, financial condition, results of
operations and cash flow.
3
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 (sometimes due to limitations we, the Israeli government, the U.S government or others apply with respect to purchase
from certain sources). Limited sources of supply, as well as any discontinuation of supply, could result in added costs 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 coronavirus (Covid-19) pandemic and the ongoing conflict
between Russia and Ukraine and related sanctions have resulted in a general increase of these risks, and in worldwide shortages
and supply chain disruptions. Although we do not generally source components from Russia or Ukraine, these risks have
resulted in additional procurement costs to the Company (mainly relating to electronic components) and delays in our
production. We are working to mitigate these risks, including by increasing our inventories, however we cannot eliminate all
potential impacts to our business. The foregoing disruptions could have a material adverse effect on our business, reputation,
financial condition, results of operations and cash flow.
We could be adversely affected if we are unable to recruit and retain key employees and corresponding
knowledge. Our success depends on key management, engineering, scientific and technical personnel and our continuing ability
to attract and retain highly qualified personnel. There is growing competition for the services of such personnel and an increase
in the costs required for the recruitment and retention of qualified personnel, particularly in certain engineering areas. We face
risks related to business operations, as well as risks of losing knowledge and expertise through the loss of key employees.
Moreover, our competitors may hire and gain access to the expertise of our former employees. The loss of key employees and
the failure to attract highly qualified personnel in the future, as well as the failure to maintain and continue to develop
knowledge relevant to technological innovation, could have a material adverse effect on our business, reputation, 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:
•
•
•
•
our pre-acquisition due diligence may fail to identify material risks or we may fail to accurately estimate the
commercial and technical value of the acquired assets;
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 unforeseen risks, price
adjustments or write-downs;
• we may not integrate newly-acquired businesses and operations in an efficient and cost-effective manner;
•
relocation, combination or upgrade 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;
•
the technologies acquired may not prove to be those needed to be successful in our markets, may be less
mature or less relevant 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 intellectual property (IP), tax or regulatory compliance issues, such as anti-corruption and
environmental compliance, that may result in us incurring successor liability;
4
• we may fail in identifying or transferring some of the assets that are required for the operation of the acquired
businesses or fail to retain key employees of the acquired businesses;
•
the attention of senior management may be diverted from our existing operations, or we may spend significant
financial and management resources on potential acquisitions that do not materialize;
• we may be exposed to potential shareholder claims or conflicts if we acquire an interest in a publicly traded
company or become a shareholder with partial holdings in a private company; and
•
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 ensure 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 business, reputation, financial condition, results of
operations and cash flow.
Our operations may be negatively impacted by Covid-19 and other international health pandemics. In recent
years, the Covid-19 pandemic has adversely impacted the global economy, the markets in which we operate and our operations,
including a slow-down in our commercial aviation business. We continue to monitor existing and potential impacts and are
witnessing a gradual recovery of the commercial aviation market, although it remains unclear when such market will fully
return or exceed pre-pandemic levels. We continue to monitor the pandemic's macro-economic implications, including
disrupted transportation networks and global supply chains and shortages of components, which have caused us increased costs
and extended lead times, and also prompted us to increase our inventories as a mitigation effort. Although we generally have
been able to continue our business activities, we cannot presently estimate the future impact of Covid-19 or other health
pandemics on our business activities. A possible continued spread of the disease and emergence of new variants or other
pandemics, as well as possible governmental responsive actions, such as quarantines, lockdowns, restrictions on holding large-
sale events and travel restrictions, could create business disruptions for us and our customers, supply chain and other business
partners, potentially resulting in cessation, reduction or delay of business and an increase of our costs and may also impact
government priorities and budgets and the demand for our products. These could have a material adverse effect on our business,
reputation, financial condition, results of operations and cash flow.
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.
Undetected problems in our products or manufacturing processes and misuse of our products could impair our
financial results and give rise to potential product liability, breach of contract or other 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. Our efforts to implement appropriate design, testing and manufacturing processes for our
products or systems may not be sufficient to prevent such occurrences. We could also be subject to claims if our products are
intentionally or unintentionally misused. We may not be able to obtain product liability or other insurance to fully cover such
risks in a cost-effective manner, which could have a material adverse effect on our business, reputation, financial condition,
results of operations and cash flow.
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, a number which
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 labor disputes, slow-downs, strikes and other
measures, which could have a material adverse effect on our business, reputation, financial condition, results of operations and
cash flow. For further information, see Item 6. – Directors, Senior Management and Employees – Employees – Collective
Bargaining Agreements.
5
Our business could be adversely affected by climate change, regulatory requirements and market responses
thereto. Global climate change could increase the risks of natural disasters and hazards, such as earthquakes, flooding, fires,
rising temperatures and sea levels. The impacts of such events could affect our operations and facilities, as well as those of our
suppliers and customers, and increase our operational costs. Current or future insurance arrangements may not provide
protection for costs that may arise from such events, particularly if such events are catastrophic in nature. In addition, increased
focus on climate change in recent years has led to emerging regulation and new policy requirements by various authorities
around the world, including with respect to greenhouse gas emissions. New and evolving laws and regulations could mandate
different or more restrictive standards than those currently in effect, could require us to change our methods of operation and
make additional capital investments, or could result in legal and regulatory proceedings against us. See also “Risks Related to
Legal and Regulatory Requirements - Our operations may expose us to liabilities under various environmental protection,
health and safety laws and regulations” below. Climate change, as well as Environmental, Social and Governance (ESG) in
general, has also become the focus of investors, advisory service providers, financial institutions and other market participants,
including some of our customers, and those groups are increasingly evaluating our environmental, social and governance
practices, disclosures and performance before making investments and other business decisions. The effects and costs of
climate change, or any failure to meet related requirements and evolving stakeholder expectations in connection with ESG,
could have a material adverse effect on our business, reputation, financial condition, results of operations and cash flow.
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 our 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:
•
•
•
•
•
•
•
identify emerging technological trends;
identify additional uses for our existing technology to address customer needs;
develop, upgrade 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 need to continually 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 demonstrations 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 the contract award, without any certainty of receiving the 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 effect
on our business, reputation, financial condition, results of operations and cash flow.
6
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 geopolitical events and macro-economic conditions, as well as changes in policies or priorities of a specific
government or security pacts between several governments. As a result, our current sales to such governmental customers may
be subject to modifications and terminations, and our future sales may be reduced, due to factors over which we have no or little
control. In some cases, such developments, as well as other changes relating to specific markets or customers, may lead to our
exit from certain business operations, which could also result in asset impairment. A reduction or elimination of government
spending under current contracts with us and changes in future spending priorities, and our discontinuation of certain business
operations, could cause a material adverse effect on our business, reputation, financial condition, results of operations and cash
flow.
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. 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. 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, increasing instances of terrorism worldwide and armed conflicts, some of which may be
affected by Israel’s overall political situation (see “Risks Related to Our Israeli Operations and Environment” below). While
our business in Russia and Ukraine is very limited, an escalation or expansion of this conflict could continue to affect additional
regions and increase the volatility of global economic conditions. In addition, sanctions by the Israeli government, the U.S.
government or by other governments that apply with respect to our counterparties to certain contracts may make it difficult or
impossible to complete these or other related contracts. Trade restrictions applied by the Israeli government with respect to
certain countries could also limit our sales to other governments that did not apply the same restrictions. All of these could, in
turn, affect our business. As of the date of this annual report we are unable to predict the full impact of the conflict between
Russia and Ukraine on the global economy or our business and operations. Any of the foregoing risks could have a material
adverse effect on our business, reputation, financial condition, results of operations and cash flow.
We face requirements for industrial participation and localization by many of our customers. In recent years,
there has been a growing trend in numerous countries to encourage work with local industries, including through various
incentives and budgetary allocations. Examples include a preference for purchasing from domestic suppliers and requirements
for cooperation with local entities, including transfer of technologies and production lines. Adhering to such a trend often
involves complex operational issues and investments in facilities and subsidiaries in the local country. In addition, a number of
our international programs require us to meet “Industrial Participation” or offset obligations, which involve additional costs.
See Item 5. Operating and Financial Review and Prospects – Off-Balance Sheet Transactions. If we fail to successfully
collaborate with our business partners, or to meet our Industrial Participation or offset obligations, we could be subject to
contractual penalties and our ability to obtain new business could be negatively impacted. This could, in turn, have a material
adverse effect on our business, reputation, financial condition, results of operations and cash flow.
Due to consolidation in our industry, we are 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 competing with some of
them. Decisions to consolidate business by these major contractors or our failure to maintain good business relations with them
could negatively impact our business.
Certain of our contracts may be terminated by our customers. Our contracts with customers may be terminated,
amended or delayed by our customers for various reasons, including for their convenience. Such terminations, amendments or
delays may be due to factors out of our control (see also "Risks Related to Our Markets and Industry - Our revenues depend on
a continued level of government business" above) and in some cases, termination would eliminate our right to payment under
the contract and could also cause additional expenses, which could have a material adverse effect on our business, reputation,
financial condition, results of operations and cash flow.
7
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 and Australian dollars, 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 and cost-effectively 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 business, reputation, financial condition, results of operations and cash
flow. See below “Risks Related to Our Israeli Operations and Environment – We may be affected by changes in Israel’s
economy” and Item 5. Operating and Financial Review and Prospects – Impact of Inflation and Exchange Rates.
We may be adversely affected by increases in inflation and interest rates. Covid-19 and the conflict between
Russia and Ukraine have led to global supply chain disruptions and volatility in the global economy and financial markets.
These factors, among other macro-economic trends, have put upward pressure on prices, causing widespread and sustained
inflation. In response to rising inflation, central banks in the markets in which we operate, including the Bank of Israel and the
United States Federal Reserve, have raised interest rates and tightened their monetary policies. Both domestic and international
markets experienced significant inflationary pressures and rising interest rates during financial year 2022. Continued inflation
may put further upward pressure on interest rates, increase our exposure to currency exchange risks and cause a further increase
in our costs, such as costs of supplies and human resources, mainly under long-term fixed-price contracts. Rising interest rates
could also cause an additional increase in our borrowing costs on existing debt subject to variable interest rates and new debt
that we may issue and could affect the fair value of our investments. See also “We face currency exchange risks” above and
“We face risks relating to financing for our programs and issuing guarantees” below. A global increase in inflation and interest
rates and concurrent rising costs may also continue to impact our customers’ purchasing power, budgets, priorities and our
industry overall. Interest rate increases or other government actions taken to reduce inflation could also slow borrowing and
spending, thereby placing economic markets at risk of recession, which could also affect the performance of our business
partners under our joint projects. All of these risks could have a material adverse effect on our business, reputation, financial
condition, results of operations and cash flow.
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 2S. The costs most likely to fluctuate under our fixed price contracts relate to internal design
and engineering efforts, system or product certification processes and purchase of materials and components. 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 material adverse effect on our business, reputation, financial condition, results of operations 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 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, which could have a material adverse
effect on our business, reputation, financial condition, results of operations and cash flow.
8
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 (such as the complexity of the required work, length of performance, labor
productivity, availability of materials, execution by our suppliers, and payments by our customers). See Item 5. Operating and
Financial Review and Prospects – General – Critical Accounting Policies and Estimates – Revenue Recognition and Item 18.
Financial Statements – Note 2S. As a result, our financial results for prior periods may not provide a reliable indicator of our
future results. In addition, because of the significance of management’s judgments and estimation processes mentioned above,
it is likely that materially different amounts could be recorded if we used different assumptions or if the underlying
circumstances were to change. Changes in underlying assumptions, circumstances or estimates may adversely affect our future
results of operations and financial condition.
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 due to 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 customers delay 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 our debt obligations. In connection with bank credits and loans, including our B, C and
D notes listed on the Tel-Aviv Stock Exchange (TASE) (see Item 5. Operating and Financial Review and Prospects – Financial
Resources and – Israeli Debt Offering), we are subject to certain restrictions and are obligated to meet certain covenants. These
restrictions affect, and may limit or eliminate, our ability to plan for or react to market conditions, meet capital needs or
otherwise carry out our activities or business plans. Our ability to comply with the terms of our financing arrangements can be
affected by events beyond our control, including prevailing economic, financial market and industry conditions, and we cannot
assure that we will be able to comply when required. These terms could limit our ability to take advantage of financing, mergers
and acquisitions or other opportunities. A breach of any restrictive covenants in our financing agreements, as well as our failure
to repay our debts or maintain our rating, could result in an event of default under those agreements, which could in turn lead to
acceleration of the debts, cross-defaults, and other penalties. These could have a material adverse effect on our business,
reputation, financial condition, results of operations and cash flow.
We have risks related to the inherent limitations of internal control systems. We are subject to a range of
requirements relating to internal control over financial reporting. Despite our internal control measures, we may still be subject
to financial reporting errors or even fraud, which we may not detect. 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 worldwide, may encounter
unexpected difficulties and delays. 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 overriding 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, and possible investigations or sanctions by
regulatory authorities, could have a material adverse effect on our business, reputation, financial condition, results of operations
and cash flow.
We face risks relating to financing for our programs and issuing guarantees. A number of our major projects
require us to arrange, or to provide, guarantees in connection with a customer’s financing of a specific 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.
9
In some of our programs, we are exposed to the credit risks of our customers (see Item 4. Information on the
Company – Financing Terms). In some cases, we seek to protect all or part of our financial exposure by various measures such
as insurance, however, such measures may not always be available in a cost-effective manner, may not fully cover our risks and
may not be maintained through the entire program term. In addition, we sometimes assist our customers with obtaining
financing from third parties. Such financing is normally insured but when insurance does not cover our full exposure, a
customer's failure to pay us may result in a write-off and additional costs to the Company.
Due to the current inflationary climate, we may also be required to enter loan commitments with higher interest
rates than comparable loan commitments in the past (see above - “Financial-Related Risks - We may be adversely affected by
increases in inflation and interest rates”). Our borrowings under variable interest rate instruments expose us to interest rate risk.
As interest rates increase, our debt service obligations on our variable rate indebtedness will increase even though the amount
borrowed remains the same, and our net income and cash flows, including cash available for servicing our indebtedness, will
correspondingly decrease. Difficulties in obtaining financing at attractive rates could impact our ability to adequately meet our
business needs or execute our growth strategy. Any of the foregoing risks could have a material adverse affect on our business,
reputation, financial condition, results of operations and cash flow.
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. Moreover, the Organization for Economic Cooperation and Development (OECD) has introduced the
base erosion and profit shifting (BEPS) project. Increases in our effective tax rates from the above factors could have a material
adverse effect on our business, reputation, financial condition, results of operations and cash flow.
Changes to tax laws or classifications in any of the jurisdictions in which we operate could materially affect us
and our shareholders. Tax laws, including tax rates, in the jurisdictions in which we operate, are often unsettled and may be
subject to significant changes. For example, the U.S. tax reform enacted in 2022 (informally titled the Inflation Reduction Act)
introduced a number of significant changes to the U.S. federal income tax rules. The OECD’s BEPS project has resulted in
wide-ranging and continuous changes in the principles of international taxation and the tax laws in individual countries,
including most recently the new Global Minimum Tax rules (GLOBE) (referred to as “Pillar 2”). Pillar 2 rules contemplate
changes to numerous international tax principles and national tax incentives and enforce other arrangements such as a minimum
effective tax liability. Governments have been translating the Pillar 2 rules into specific national tax laws, as previously done
with respect to BEPS, and in the EU, Pillar 2 is expected to be effective from the beginning of financial year 2024. These
changes, when adopted by individual countries, could adversely affect our financial position, including our provision for
income taxes. At this stage we cannot assess the impact of the new rules on our financial results.
In February 2022, the Council of the European Union updated its grey list, which includes countries that do not
yet comply with all international tax standards but have committed to implementing reforms, to add Israel and nine other
countries. As of the date of this report, Israel has remained on the grey list, and was stated to be cooperating with the EU and
having pending commitments. In order to be considered as cooperative for tax purposes and be removed from the EU grey list,
jurisdictions are required to meet the following criteria: tax transparency, fair taxation, and anti-BEPS measures. European
entities engaging with countries listed on the grey or black lists may be subject to certain restrictions. Changes in tax laws,
policies, treaties or regulations, and their interpretation or enforcement, are unpredictable. Any of these occurrences could have
a material adverse effect on our business, reputation, financial condition, results of operations and cash flow.
In addition, changes to tax laws, their interpretation or our classification under them, can result in adverse
consequences to our shareholders. For example, in case Elbit Systems is treated as a Passive Foreign Investment Company (a
PFIC), during any taxable year during which a U.S. Shareholder (as defined in Item 10. Additional Information – Taxation –
United States Federal Income Tax Considerations) holds our ordinary shares, certain adverse U.S. federal income tax
consequences and additional reporting requirements could apply to that U.S. Shareholder. Based on our audited financial
statements and relevant market and shareholder data, we do not believe we were treated as a PFIC with respect to our 2022 or
2021 taxable year and do not expect to be a PFIC for our current taxable year or in the reasonably foreseeable future. However,
this conclusion is a factual determination that must be made at the close of each year and is based on factors that may be outside
of our control, including, among other things, the valuation of our ordinary shares and assets, which will likely change from
time to time. See Item 10. Additional Information – Taxation – United States Federal Income Tax Considerations.
10
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 2R and 17.
Our business involves risks that may not be adequately covered by insurance. Our business involves the
development and production of products and systems for customers around the world. These products and systems can involve
new technologies that are not yet fully tested. We may not be able to obtain product liability or other insurance to fully cover
our risks in a cost-effective manner, 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 business, reputation, financial condition, results of
operations and cash flow. 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 (D&O) liability insurance.
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. 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. Failure to remain up to date with
applicable regulatory changes around the world or to fully comply with these rules and regulations, whether directly or
indirectly, could result in the modification, termination or reduction of the value of our contracts, additional costs, 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 or our employees, supply chain or customers, all of which could have a material
adverse effect on our business, reputation, financial condition, results of operations and cash flow.
We depend on governmental approvals for international sales, procurement and acquisitions. Our international
sales, as well as our international procurement of skilled human resources, technology, software and hardware, depend largely
on export authorizations and other approvals from the governments of Israel, the U.S. and other countries. See Item 4.
Information on the Company – Governmental Regulation. If we, our customers or our suppliers fail to obtain or comply with
certain approvals in the future, or if certain 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, reputation, financial condition, results of operations and cash flow.
In addition, most countries require local governmental approval for acquisitions of domestic defense and
homeland security-related businesses, which may be denied, or subject to unfavorable conditions, if the local government
determines that 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.
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
limit or otherwise affect the use of our products or impact our manufacturing processes, due to environmental protection,
health, safety, or other considerations. These changes include, among other things, regulations regarding the storage and
handling of hazardous materials, including munitions, used in our operations. See Item 4 – Information on the Company -
Governmental Regulation - Environmental, Health and Safety Regulations. Standards adopted in the future, such as those
related to greenhouse gas emissions, may require us to modify our methods of operation, which may necessitate additional
resources. Failure to meet such standards may also affect our position in obtaining new business or investments (see also “Risks
Related to Our Operations - Our business could be adversely affected by climate change, regulatory requirements and market
responses thereto” above). 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 any contamination or 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. These factors could cause disruptions in our operations and have a material adverse effect on our business,
reputation, financial condition, results of operations and cash flow.
11
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 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 using or selling certain
products of ours, liable for damages and required to make adjustments to our software, technology or products, or obtain
licenses, which may not be available on reasonable terms, any of which may have a material adverse effect on our business,
reputation, financial condition, results of operations and cash flow.
We are subject to laws and contractual obligations regarding data protection. 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. These could, in
turn, have a material adverse effect on our business, reputation, financial condition, results of operations and cash flow.
Other Risks Related to Our Ordinary Shares
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. A significant increase in our share price
can also increase our payment obligations under our stock price-linked employee compensation plans (as occurred in 2022 in
respect of our 2018 Phantom Plan).
12
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 44.15% of our ordinary shares,
directly and indirectly. Therefore, subject to shareholder approval special majority requirements under the Israeli Companies
Law - 1999, as amended (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. Michael Federmann, who serves
as the chair of our board of directors, is (through entities under 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 and Environment
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, and for Israeli businesses and employees. Political, economic and military
conditions in Israel and the Middle East could have a material adverse effect on our business, reputation, financial condition,
results of operations and cash flow.
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 and 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”. Restrictive laws,
policies or practices directed towards Israel or Israeli businesses or a decision to reduce trade with Israeli businesses could have
a material adverse effect on our business, reputation, financial condition, results of operations and cash flow.
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 business, reputation, financial condition, results of operation and cash flow.
Extended periods without a stable coalition government could adversely affect the Israeli defense budget. Over
the last four years Israel has undergone five elections, with the most recent election held in November 2022. 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. Should such
extended periods of instability reoccur, it could negatively affect our operations in Israel and have a material adverse effect on
our business, reputation, financial condition, results of operations and cash flow.
We may be affected by changes in Israel’s economy. From time to time Israel’s economy may experience
inflation or deflation, low foreign exchange reserves, fluctuations in world commodity prices, and impact of military conflicts,
civil and political unrest, budgetary constraints and other macro-economic changes. Israel's economy may also be affected by
occurrences experienced and fiscal policies employed by other international economies, such as those in the U.S. and Europe.
For these and other reasons, in the past the government of Israel has intervened in the economy employing various 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. In 2023, the newly elected Israeli government began a process
to implement changes in the Israeli judicial system. Various financial, legal and commercial organizations and entities have
claimed that such changes would weaken the Israeli judicial system and, as a result, could negatively impact the economic and
financial conditions in Israel. At this stage, we cannot asses the likelihood of these changes being fully implemented or any
potential impact on our business.
Changes in the Israeli economy, as well as various policies implemented by the Israeli government, could make it
more difficult for us to operate our business and could have a material adverse effect on our business, reputation, financial
condition, results of operations and cash flow.
13
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 Israeli government 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 initiated a process under which it intends for the Israeli government to finalize and issue an
order that would designate Elbit Systems and most of our Israeli subsidiaries as “defense entities” under the Israeli Defense
Entities Law. Since then, discussions have taken place between Elbit Systems and the IMOD about the terms and contents of
the order. The issuance of such order could limit the ability of a potential purchaser to acquire a significant interest in our shares
without the approval of the Israeli government. 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 of our ordinary 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.
We may rely on certain Israel “home country” corporate governance practices which may not afford
shareholders 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, we have previously 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 afford less protection than is afforded 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 ongoing 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.
14
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 external 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.
15
Item 4. Information on the Company.
Company History
Elbit Systems Ltd. is a corporation domiciled and incorporated in Israel where we operate in accordance with the
provisions of the Companies Law. 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.
Trading Symbols, Address and Website
Our shares are traded on the Nasdaq Global Select Market (Nasdaq), under the symbol “ESLT”, and on the 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 (Elbit Systems of America) 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 any information on it incorporated by reference in
this annual report. The SEC also maintains a website that contains reports, proxy and information statements and other
information regarding registrants that file electronically with the SEC. The address of this website is http://www.sec.gov/, and
is not incorporated by reference into this annual report.
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
training and support services.
Our major activities include: military aircraft and helicopter systems; commercial aviation systems and
aerostructures; unmanned aircraft systems (UAS); 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.
16
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 in recent years. The conflict between Russia and Ukraine has resulted in calls for increased defense budgets
in Europe and elsewhere, while also increasing instability in the global economy. 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 digital transformation, including 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 and operational systems, intelligence gathering systems, border and perimeter security
systems, unmanned aircraft systems, unmanned surface vessels, remote controlled systems, precision munitions, vehicle
survivability and force protection systems, signal intelligence (SIGINT) and electronic warfare (EW) 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.
Segments
The Company reports segment information in five segments beginning with the year ended December 31, 2022.
The Company’s segments are organized based on a combination of the nature of products and services offered, together with a
geographic segment.
The Company’s five reportable segments are:
– Aerospace – mainly provides products and systems for airborne platforms, unmanned aerial solutions,
precision guided munition (PGM) sensors, aerostructures, training and simulators systems as well as
commercial aviation systems.
– C4I and Cyber – mainly provides C4ISR systems, data links and radio communication systems and
equipment, cyber intelligence solutions, autonomous solutions and homeland security solutions.
–
–
–
ISTAR and EW – mainly provides a wide range of electro-optic and laser systems and products and also
provides a wide range of EW systems and SIGINT systems.
Land – mainly provides land-based systems and products for armored and other military vehicles, artillery
and mortar systems, munitions for land, air and sea applications including PGM , armored vehicle and other
platforms’ survivability and protection systems.
Elbit Systems of America (“ESA”) – mainly provides products and systems solutions principally to U.S.
military, foreign military sales (FMS/FMF), homeland security (HLS), medical instrumentation and
commercial aviation customers.
The segments are encouraged to cooperate on a range of common projects performed by the Company. It is
common for the reportable segments to provide their products to the same customers either through joint projects or by
marketing and offering combined and integrated solutions containing a variety of capabilities, products, and technologies of the
Company’s portfolio from various businesses or subsidiaries, all tailored to satisfy the customer’s or project’s specific
requirements.
The following is additional information on each of our segments. Additional financial information on the
segments is provided in Item 5. Operating and Financial Review and Prospects and in Item 18. Financial Statements – Notes 1,
2AC and 23.
17
Management also remains focused on the consolidated results as an important measure of performance,
particularly given the high level of cooperation among the segments.
Aerospace. Elbit Systems Aerospace offers a range of leading solutions including unmanned systems, training
solutions, head mounted displays, avionics, PGM sensors, aerostructures and next generation aerial C4I and intelligence-
gathering products and systems that are at the core of network-centric and multi-domain operations.
The Aerospace Segment portfolio includes the following main capabilities:
Military Aircraft and Helicopter systems
We offer a range of airborne systems and products that enhance operational capabilities and extend aircraft life
cycles, ranging from a single sensor to an entire cockpit avionics suite. Our systems are integrated on fixed and rotary-wing,
eastern and western, new and mature aircraft.
We design and supply advanced helmet-mounted systems, including helmet-mounted displays (HMD) for fixed-
wing and rotary-wing aircraft.
Under our fixed-wing 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, PGM sensors, aircraft structural
components and a range of aircraft tactical, virtual, appended and embedded trainers and simulators.
Unmanned Aircraft Systems (UAS)
Our portfolio of UAS includes integrated UAS (sometimes referred to as remote piloted vehicles, or RPVs) in
various categories and for a range of applications as well as UAS training systems. The systems include airborne platforms,
ground control stations, communication 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.
Training Solutions and Support
Our training solutions offering includes simulators with embedded virtual training capabilities for air, land, and
naval operations and joint multi-domain training. We establish training centers worldwide and offer comprehensive flight
academy solutions and services. We also supply logistic support services for airborne platforms, including repair and
maintenance centers.
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. We also provide
aerostructure products such as pressurized and non-pressurized doors, composite beams and winglets.
C4I and Cyber. Elbit Systems C4I and Cyber offers a range of C4I, communication, autonomous systems and
cyber intelligence capabilities providing digital networked warfare solutions to military forces, intelligence agencies, homeland
security forces, law enforcement agencies and first responders.
The C4I and Cyber Segment portfolio includes the following main capabilities:
Communications
The Communications portfolio includes secured and resilient tactical software defined radios (SDR), HF, VHF
and UHF radio and communication systems and products, from single-soldier radios to full-scale militaries, supporting multi-
domain operations. Our satellite-on-the-move solutions enable users to share voice, video and data beyond line of sight while
on the move. Our solutions support robotic autonomous systems and manned unmanned teaming (MUM-T) operations. Our
communication network solution enables over-the-air control, monitoring and configuring of military wide networks and
integrated Radio over IP (ROIP).
18
Network combat systems (C4I)
Elbit Systems C4I and Cyber supports the digitization and modernization of Defense and HLS capabilities
enhancing operational effectiveness. Our system engineering and integration capabilities are underpinned by our C4I, sensor
and effector expertise combined with a broad portfolio of military grade tactical hardware for dismounted, mounted and fixed
applications. Our solutions incorporate a cloud enabled, open standard architecture framework enabling seamless connectivity
and interoperability across a multi-domain environment while maintaining an evergreen upgradable approach to enable
upgrades to address future battlefield requirements.
Cyber Intelligence
Our Cyber Intelligence portfolio includes big data and analysis solutions that provide intelligence, military and
law enforcement agencies with timely and actionable intelligence on a range of threats. Our end-to-end solutions aggregate and
fuse large volumes of data from a wide spectrum of intelligence sources, including HUMINT, COMINT, WEBINT and, IMINT
and apply advanced information technologies, including Big Data, Artificial Intelligence (AI) and Machine Learning, to analyze
the data. We also provide advanced cyber protection tools to protect network endpoints and the tactical edge.
Robotics and Autonomy Systems
We design, integrate and deploy a range of robotic and autonomy systems (RAS). We provide comprehensive,
multi-layered solutions for one-to-many autonomous swarms and platforms capable of performing tactical operational missions
or human-machine teaming by unmanned ground platforms and military-grade tactical drones. Our open architecture modular
approach enables integration of robotic systems, sensors and effectors tailored to the operational requirements of the customer.
ISTAR and EW. Elbit Systems ISTAR and EW designs, manufactures and supports a diverse range of systems
and sensors that leverage our advanced technological capabilities across electro-optics (EO), lasers and the electromagnetic
spectrum.
These systems and sensors are incorporated into comprehensive solutions for aerospace, ground and maritime
applications. Our systems, sensors, and applications can be provided standalone to defense customers or integrated into a
solution provided by the Company's other segments and by other defense prime contractors.
The ISTAR and EW portfolio includes the following main capabilities:
Optronics and Laser Systems
The Optronics and Laser Systems portfolio includes self-protection suites, electronic countermeasure systems and
sensors, surveillance and intelligence sensors for airborne, ground and naval platforms and payloads for unmanned platforms.
Our portfolio of EO systems and solutions includes integrated vision and targeting solutions, laser range-finders and laser
designators, stabilized payloads, electro-optic intelligence, surveillance and reconnaissance (ISR) systems, Directional Infrared
Countermeasure (DIRCM) systems as well as multiple vision-enhancing solutions for military forces and multi-spectral
payloads and telescopes for space applications. We are a leading supplier of laser technology for military applications including
High Power Laser technology and solutions.
Electronic Warfare (EW), Signal Intelligence (SIGINT) and Radar Systems
Our EW and SIGINT portfolio includes intelligence, defensive and offensive solutions for a range of military
applications. We provide EW self-protection suites, including radar warning receivers and laser warning systems, for airborne
and maritime platform types. We also provide Infra-Red missile warning systems for combat aircraft, as well as for other fixed-
wing and rotary-wing platforms, and electronic support solutions for threat identification.
We provide SIGINT systems for tactical and strategic intelligence-gathering including electronic intelligence
(ELINT) and electronic countermeasures for naval, ground and airborne applications, communication intelligence (COMINT)
and communication jamming systems, counter-improvised explosive devices (CIED) jamming systems for ground forces,
counter unmanned aircraft system (CUAS) and cyber protection capabilities. We also supply command and control systems and
simulators for anti-ballistic missiles programs.
19
Naval Combat Management and Sonar Systems
We provide Unmanned Surface Vessels (USVs) for Mine Counter Measure (MCM) and Anti-Submarine Warfare
(ASW) missions, equipped with an array of sonars and underwater acoustic payloads.
Land. Elbit Systems Land segment provides products and systems for ground forces including military vehicle
systems, artillery and mortar systems, rocket artillery systems, active protection systems for vehicles, and a range of air and
ground launched precision guided munitions and ammunition. Elbit Systems Land provides solutions for a wide range of threats
and operational scenarios for the land, air, and naval arenas. The activities of IMI Systems Ltd., acquired in 2018, were
integrated into Elbit Systems Land.
The Land Segment portfolio includes the following main capabilities:
Indirect Fire Systems
We provide a range of self-propelled automatic and semi-automatic 155mm howitzers that are designed to be
adaptable and mounted on a broad range of truck chassis. We also provide fully automatic rocket-launchers that can launch a
broad variety of precision-guided and free-flying rockets with an effective range of up to 300 km. We also provide
comprehensive mortar and tactical precision firepower solutions. These include mortar systems integrated on a variety of
platforms and a range of 120mm mortar ammunition.
Turrets and Weapons Systems
We design, develop, ͏manufacture and integrate turrets and weapon systems for ground combat vehicles including
Main Battle Tanks, Armored Personnel Carriers and Infantry Fighting Vehicles. Our portfolio includes remote-controlled
weapon systems, manned and unmanned turrets, tanks and combat vehicle upgrade and modernization solutions, situational
awareness systems and future combat vehicle systems.
Ammunition and Munition Systems
Elbit Systems Land develops and ͏manufactures a comprehensive array of precision munitions, precision-guided
rockets and missiles, artillery ammunition, tank munitions, explosives, air-to-ground precision strike systems as well as aircraft
protection systems including expendable countermeasures. Our small caliber ammunition facility manufactures a complete
range of small arms ammunition, ranging from 5.56 mm to 0.50 (12.7mm) calibers.
Active Protection Systems
We provide advanced survivability solutions for Combat Vehicles. Our Iron Fist Active Protection System (APS)
provides a multi-layer active armor protection solution and we also supply soft-kill systems. Our advanced combat vehicle
systems provide full 360 degree situational awareness in an open architecture as well as integrating the APS. Our solutions are
offered as standalone to combat vehicle manufacturers or as part of combat systems provided by Elbit Systems.
Elbit Systems of America (ESA). Elbit Systems of America mainly provides products, system solutions, and
support services focused on the defense, homeland security, law enforcement, commercial aviation, and medical
instrumentation markets. Most of ESA's revenues are from the U.S. government, its allies, or large prime U.S. defense
contractors.
ESA provides a range of capabilities from advanced electro-optics to maintenance and repair of complex military
hardware and systems, commercial aviation and medical instrumentation. ESA's portfolio of defense solutions provides holistic
situational awareness, survivability, and lethality, which are all key to the modern warfighter. These capabilities are used on
land, in the sea, and in the air. In addition to developing and manufacturing cutting-edge solutions, we maintain the systems and
components we create, and we frequently maintain systems originally manufactured by other contractors.
ESA frequently acts as a territorial entity prime contractor in the U.S. for the products and services of the
Company's other segments, leveraging the Company's wide technologies and capabilities. The ESA portfolio includes various
capabilities based on the technologies and solutions of the Company's other segments, as well as U.S originated capabilities.
20
The ESA portfolio includes the following main capabilities:
– Airborne holistic situational awareness and decision-making through helmet mounted displays, head-down
displays, head-up displays, and mission computers;
– Maritime solutions, networks, and communications through sonobuoys and undersea systems produced by
ESA's Florida-based subsidiary, Sparton Corporation;
– Next-generation warfighter information systems through advanced night vision, hand-held targeting systems,
soldier systems, tactical radios, networking, and command & control;
– Electronic warfare solutions, electro-optical infrared systems, and airborne assets & payloads deployed
through unmanned aerial systems;
– Ground combat vehicle systems such as turrets, vehicle protection systems, 360-degree situational awareness
solutions, and vehicular components.
– Next-generation precision fire support, including multi-modal seekers, mortar weapon systems and munitions;
– Expeditionary and survivable command, control, communication and computing solutions (C4) to enable
networked C4 Intelligence, Surveillance and Reconnaissance and Joint All-Domain Command and Control
solutions for mounted and dismounted warfighters;
- Border security and force protection solutions that can be fixed, mobile, and supplied in expeditionary
configurations;
- ESA's commercial aviation portfolio includes a full line of air data products, cockpit instrumentation and
vision systems;
- KMC Systems develops advanced clinical and operational solutions for life science customers in the intelligent
lab and fluidic automation space.
Revenues
The table below shows our consolidated revenues by major areas of operations for the years ended December 31,
2020, 2021 and 2022:
(U.S. dollars in millions)
Airborne systems
Land systems
C4ISR systems
Electro-optic systems
Other (*)
Total revenues
(*) Mainly non-defense engineering and production services.
Year Ended
December 31,
2020
Year Ended
December 31,
2021
Year Ended
December 31,
2022
$
1,650.4 $
1,258.9
1,145.7
475.9
131.7
2,005.8 $
1,254.7
1,371.5
452.9
193.5
2,012.5
1,216.6
1,610.9
523.7
148.0
$
4,662.6 $
5,278.5 $
5,511.5
21
The following table provides our consolidated revenues by geographic region, expressed as a percentage of total
revenues for the years ended December 31, 2020, 2021 and 2022:
Israel
North America
Europe
Asia-Pacific
Latin America
Others
2020
24%
32%
18%
21%
3%
3%
2021
21%
30%
17%
27%
2%
2%
2022
19%
27%
23%
26%
2%
3%
The table below shows our consolidated revenues by reported segments for the years ended December 31, 2020,
2021 and 2022:
(U.S. dollars in millions)
Aerospace
External customers
Intersegment revenue
C4I and Cyber
External customers
Intersegment revenue
ISTAR and EW
External customers
Intersegment revenue
Land
External customers
Intersegment revenue
ESA
External customers
Intersegment revenue
Revenues
Year
Ended
December
31, 2020
Year
Ended
December
31, 2021
Year
Ended
December
31, 2022
$
923.5 $
348.7
1,272.2
1,281.4 $
301.9
1,583.3
1,471.1
262.1
1,733.2
602.6
29.3
631.9
870.0
173.3
590.1
34.6
624.7
888.2
138.1
631.3
47.1
678.4
882.2
163.4
1,043.3
1,026.3
1,045.6
927.5
79.7
1,028.1
1,075.8
88.8
92.7
1,007.2
1,116.9
1,168.5
1,339.0
1,490.7
1,451.1
3.5
2.1
5.6
$
1,342.5 $
1,492.8 $
1,456.7
Total revenues (external customers and intersegment) for reportable segments
$
5,297.1 $
5,844.0 $
6,082.4
Less - Intersegment revenue
Total consolidated revenues
(634.5)
(565.5)
(570.9)
$
4,662.6 $
5,278.5 $
5,511.5
22
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 segments, often in collaboration with other subsidiaries.
Elbit Systems of America
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, Boca Raton, Florida and De Leon Springs, 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 (FMF)”. 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, Virginia and Florida 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.
Sparton De Leon Springs, LLC (Sparton De Leon Springs), a subsidiary of Elbit Systems of America and Sparton
Corporation (Sparton), which was acquired by Elbit Systems of America in 2021, is a party to and operates under a proxy
agreement to which Elbit Systems of America, Elbit Systems and the DoD are also parties. The proxy agreement is necessary
because Sparton De Leon Springs produces sonobuoys, which support the U.S. Navy’s anti-submarine warfare efforts and
require additional protection from a U.S. national security perspective. Under the proxy agreement, three independent proxy
holders, who have no prior affiliation with Sparton De Leon Springs, Elbit Systems or Elbit Systems of America, govern the
affairs of Sparton De Leon Springs and monitor compliance with the U.S. government’s export control and national security
requirements. The Proxy Holders and certain senior officers of Sparton De Leon Springs must be resident U.S 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.
23
Elop. Based in Rehovot, Israel, Elbit Systems Electro-optics Elop Ltd. (Elop) designs, engineers, manufactures
and supports a wide range of electro-optic and laser 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.
IMI. Headquartered in Ramat HaSharon, Israel, IMI Systems Ltd. (IMI) is engaged in the design and manufacture
of a wide range of precision munitions for land, air and sea applications and guided rocket systems, as well as armored vehicle
and other platforms survivability and protection systems for defense and homeland security applications.
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 allowing us to focus on local
requirements.
During 2022 and the beginning of 2023, we continued to invest resources in pursuing acquisition and investment
opportunities that meet our strategic goals and acquisition criteria in key markets.
In addition, 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. In 2022, we engaged in divestiture activities of certain non-material businesses, such
as the sale by Elbit Systems UK Ltd. of the power and control business of its subsidiary Ferranti Technologies Ltd. and the sale
of IMI's shares in Ashot Ashkelon Industries Ltd.
Property, Plant and Equipment
Facilities Owned or Leased by the Company (square feet)
Owned
Leased
(1)
(2)
(3)
Israel(1)
2,065,447
6,976,085
U.S.(2)
759,445
1,114,414
Other Countries(3)
1,039,287
632,736
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, Florida and Alabama are located on owned land totaling approximately 109 acres. In
2022 Elbit Systems of America acquired a subsidiary (under Sparton), which leases three facilities in VA and in
NC, of 38,540 square feet. Universal Avionics Systems Corporation's facilities are located in Arizona,
Washington and Georgia, of which 166,000 square feet are owned and 83,000 square feet 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 $197 million. We believe that our
current facilities are adequate for our operations as now conducted.
24
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, as well as certain technologies and services. 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 2022, 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 defense-related technical data and defense services to Israel and other countries, is subject to applicable authorizations of the
U.S. government, typically under the U.S. International Traffic in Arms Regulations (ITAR) and the U.S. Export
Administration Regulations (EAR). Such authorizations may be in the form of export and import licenses, as well as technical
assistance agreements (TAAs) or manufacturing license agreements (MLAs) for transfers of technical data and performance of
defense services. This also applies to any other U.S. entities who export defense products or defense-related services and
technology to our Israeli and other non-U.S. entities, in order to perform work for U.S. programs or to work with U.S.
contractors in third countries. Employment by our U.S.-affiliated companies of Israeli nationals assigned to work in defense-
related technical areas is also subject to licensing requirements. Applications for export authorizations require disclosure of
information regarding the intended sales and users of the applicable hardware, software or technology. The U.S. government
may deny an export authorization if it determines that a transaction is counter to U.S. policy or national security. Our business
also is affected by other governments’ export regulations, including with respect to end user restrictions of our suppliers’
governments.
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” occurs through an order to be issued jointly by the Israeli Prime Minister, Defense Minister and Minister of Economy.
No such order for Elbit Systems has been issued as of the date of this annual report. However, in the first quarter of 2021, the
IMOD initiated a process under which it intends for the Israeli government to finalize and issue an order that would designate
Elbit Systems and most of our Israeli subsidiaries as “defense entities” under the Israeli Defense Entities Law.
Orders to be issued under the Israeli Defense Entities Law may establish various conditions and restrictions. It is
anticipated that Israeli government approval will be required for acquisition of a specific percentage of shares or voting rights in
Elbit Systems 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; (4)
subject a defense entity’s entering into certain joint ventures and mergers and transferring certain technology or means of
manufacturing, to the approval of the IMOD; and (5) require “defense entities” to maintain certain essential production lines
and development capacities in Israel.
As a condition to our acquisition of IMI in 2018, the Israeli 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.
Since the IMOD initiated the process mentioned above, discussions have taken place between Elbit Systems and
the IMOD regarding the terms, scope and contents of the order, which have not yet been finalized.
25
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. The scope of such USSP channel authorization has
increasingly required that the funds be used in U.S. dollars. We believe our U.S. subsidiaries, which are U.S. operating
companies, are well positioned to engage in U.S. dollar-funded FMF programs. 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.
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
OECD 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 and follow an anti-bribery/corruption compliance program.
Cybersecurity and 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.
There has also been an increased focus on cybersecurity, as global privacy, cybersecurity and data protection-
related laws and regulations are evolving, extensive, and complex. We may also be required to comply with expanding and
increasingly complex cybersecurity regulations and guidelines in the United States, Israel and elsewhere with respect to
reporting adverse events and additional requirements for avoiding or responding to an adverse event.
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.
Competition Laws. Competition 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.
26
Munitions Regulations. Sales of certain types of munitions we produce are subject to various domestic laws and
international conventions.
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 the
relevant periods, our operations were also subject to national, state and local regulations relating to the Covid-19 pandemic.
Increased public concern may result in more international, U.S. federal, and/or regional requirements to reduce or
mitigate the effects of climate change, such as regulating greenhouse gas emissions, policies mandating or promoting the use of
renewable or zero-carbon energy and sustainability initiatives, and additional taxes on fuel and energy. Legislation or
regulations may be enacted or promulgated in any jurisdiction in which we do business that impose more stringent restrictions
and requirements than our current legal or regulatory obligations.
Industrial Participation/Offset
As part of their standard contractual requirements for defense programs, several of our customers include
“Industrial Participation” 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, collaborations with academic institutions and transfer of know-how. For further information
about Industrial Participation/ offset obligations, see Item 5. Operating and Financial Review and Prospects – Off-Balance
Sheet Transactions.
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. 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 or may not fully cover
our risk. In some cases, third parties, such as banks that provide financing to our customers in connection with our programs,
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.
Advance Payment Guarantees. When we receive advances prior to incurring contract costs or making deliveries,
the customer frequently requires 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.
27
Performance Guarantees. A number of projects require us to provide performance or product (warranty)
guarantees in an amount equal to a percentage of the contract price. In certain cases we also provide guarantees related to the
performance of Industrial Participation/ offset 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.
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 jurisdictions. 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.
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 or business partners 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. Due to the growing trend of a number of governments requiring us to work with their local
industries, such licensing has become more prevalent.
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, sometimes in collaboration with our business partners. 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. About half
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 31 times, recognizing
extraordinary contributions to defense technological innovations.
28
Our customers, the Israel Innovation Authority in the Ministry of Economy and Industry (formerly the 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, 2020, 2021 and 2022.
(U.S. dollars in millions)
Total Investment
Less Participation*
Net Investment
2020
2021
2022
$
$
428.2 $
(68.5)
447.9 $
(52.8)
501.8
(66.1)
359.7 $
395.1 $
435.7
*See above “Intellectual Property - Governmental Customers' Rights in Data” and see below – “Conditions in Israel – Israel
Innovation Authority and Investment Center Funding”.
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 an
advanced stage of integrating 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, Social and Governance (ESG) strategy, 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.
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.
29
Supply Chain
We conduct supply chain activities that consist of procurement, logistics and planning at most of our operational
facilities. On a global company level, we use a “hybrid” operating model that combines global procurement management,
logistics and planning. By using this model, we strive to leverage economies of scale, develop centers of excellence and reduce
supply chain cycle times and risks. The raw materials we use are generally available from a range of suppliers internationally.
We generally do not depend on single sources of supply, however, in some projects, specific subcontractors are designated by
the customer (sometimes with specific requirements for localization). In some cases our sources of supply are limited due to
restrictions that we, the Israeli government, the U.S government or others impose. We use supplier performance and risk
management tools and other methodologies to monitor suppliers' on-time delivery and quality and encourage them to
continuously improve their performance and reduce supply chain risks. We require our suppliers 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. Our production strategy is usually "Make To Order" (MTO), where
materials and products are purchased and manufactured following receipt of a customer purchase order. As a result of the
Covid-19 pandemic and the conflict between Russia and Ukraine, there has been greater market volatility than in previous
years, with respect to the costs of transportation and of some of the raw materials and components that we utilize, as well as
certain market shortages and delays in supply. In some cases, we have increased our inventories in order to partially offset these
supply chain disruptions and to maintain deliveries to our customers.
Customer Satisfaction and Quality Assurance
We invest in continuous improvement of processes, with emphasis on deficiency mitigation, aiming 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. We measure our customers’ satisfaction and
feedback annually, using unified questionnaires. 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. We evaluate such processes on a regular
basis. Our processes are based on various engineering planning and developing tools. This infrastructure, together with
recognized management methodologies and applications, assists us in our efforts to provide high quality and on-time
implementation of projects. We are advancing in the process of a new ERP system implementation, with the goal of
consolidating uniform best practices for quality and operations across the organization. As part of the ERP ecosystem, we are in
the process of adapting and implementing a new Manufacturing Operations Management (MOM) system, an advanced
Manufacturing Execution System (MES), aiming to enhance our production efficiency and “Industry 4.0” readiness. In this
framework, we are also working to implement digital transformation processes and integrate advanced analytics in our
production lines. We also maintain applicable certifications for our information technology systems.
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, Part 21 G for production of
civil products and EMAR NLD-MAR-21 for production of military aviation products. All 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 AS9110 (certified to rev. C)
for Aviation Maintenance Organizations and NLD-MAR-145, EASA-145 certification as well as a variety of FAA
Supplemental Type Certifications (STCs) including 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.
30
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 warranty of up to two years for our systems and products following delivery to, or
installation by, the customer. In some cases we offer longer warranty periods. We accrue 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. The marketing of 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, and a subsidiary of Elbit Systems
of America (Sparton De Leon Springs) operates under a proxy agreement, both of which allow Elbit Systems of America 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. We often 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.
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. 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, L3Harris, Thales, Airbus, Leonardo, Saab, Textron, Teledyne Technologies, AeroVironment, Rohde & Schwarz,
Rheinmetall, Kongsberg, Safran, Hensoldt, CMC, CAE, Aselsan, Bharat Electronics, Cubic and Cognyte. Many of these
competitors have greater financial, marketing and other resources than we do. 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
and in specific projects with some of our competitors, such as original equipment manufacturers (OEMs) in the U.S. and
Europe.
31
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 21% in 2020, 18% in 2021 and
17% in 2022, and the U.S. government, which accounted for 22% in 2020, 21% in 2021 and 19% in 2022.
Environmental, Social and Governance (ESG) Practices
Policy. We place importance on our 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, 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 and address climate change goals, 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 are engaged in various business activities related to the environment. For example,
in 2022 we were awarded a contract to supply the Weizmann Institute of Science in Israel with an ultraviolet space telescope,
which is intended to help scientists to better understand various astronomical phenomena.
We utilize a global EHS management system and internal audits and surveys to address risk analysis, regulatory
compliance and policy updates. EHS risks are an integral part of our risk management processes. We periodically review and
assess our compliance with applicable EHS regulations and our internal policies, address gaps and establish corresponding
action plans. In 2022, we participated in the Carbon Disclosure Project for the third time and published for the third time an
EHS report summarizing key elements of our compliance activities, which is available on our website. There are no material
environmental issues that prevent the Company from using our facilities or materially affect our ongoing activities.
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 and have adopted a policy of having at least 25% gender-diverse members on our
Board. We also have a dedicated process for risk management that is coordinated with our Board.
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 Industrial Participation/ 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 also active in a number of international
organizations relating to ethics and compliance.
32
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. Our Human
Rights Statement, which was adopted by our Board, is published on our website. 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. As part of the implementation of a new amendment to the Equal Pay
for Female and Male Employees Law in Israel, we conducted an evaluation regarding possible gender pay gaps among our
employees in 2021 according to the criteria provided by the law, and have published the results on our website. We have also
provided certain information to our employees, as required under the law.
Compliance with the Convention on Cluster Munitions. All of our activities in the area of munitions, including
those of IMI, are in compliance with the international Convention on Cluster Munitions that entered into force in August 2010.
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 Industrial
Participation/ 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
strive to 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.
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 – General – 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 provisions of collective bargaining agreements. These labor laws and collective bargaining agreements concern, inter alia,
employment terms (such as working hours, minimum wages, pension and social rights, annual leave, sick leave, parental rights,
work related accidents, to name a few), procedures and conditions for dismissal, employment of temporary or external
workforce and other conditions of employment.
33
Severance Pay. Under Israeli law, our Israeli companies are required to make severance payments to terminated
Israeli employees. 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 monthly premiums to insurance companies/ policies
under approved plans and to pension funds. The deposits presented in the balance sheet include profits accumulated to the
balance sheet date. However, Elbit Systems and our Israeli subsidiaries have entered into agreements with some of our
employees implementing Section 14 of the Severance Payment Law, relating to the treatment of severance pay. See Item 18.
Financial Statements – Note 2Q and 17.
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, 2022, 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, provided that, among other things:
•
•
•
•
•
•
the prevailing law of the foreign state in which the judgment is rendered allows for the enforcement of
judgments of Israeli courts;
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. 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. This summary is not intended to be, and should not be
regarded as, legal advice.
Item 4A. Unresolved Staff Comments.
None.
34
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.
35
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 the governing law or 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 contract or a service performance obligation, which is distinct from a 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 2022, 2021
and 2020. For additional information see Item 18. Financial Statements – Note 2S.
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.
36
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 years ended December 31, 2020,
December 31, 2021 and December 31, 2022, 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, 2022, no material impairment of goodwill was identified.
See Item 18. Financial Statements - Note 2P 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.
37
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 2020, 2021 and 2022, 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 undergoing tax audits by the Israeli Tax Authority. As of December 31, 2022, 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 2V 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 and cash-based awards linked to
the share price such as our 2018 Phantom Bonus Retention Plan, based on estimated fair values. See Item 18. Financial
Statements - Notes 2Y and 22. As of the date of this annual report our directors have not received any equity-based
compensation.
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 current and former employees of the Company's subsidiaries, located mainly in Israel and in the U.S.,
have defined benefit pension plans for their retirement, which are maintained 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. In addition, some employees of a subsidiary in Israel are entitled to early retirement if they meet certain
conditions, including certain age and seniority levels at the time of retirement.
38
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.
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
increase or decrease) the carrying amount of our post-employment benefit obligations and plan assets. See Item 18.
Financial Statements – Notes 2R 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. Key Information – 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 control 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 2AE.
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% to 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 2U.
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, 2022 were as follows: $81.3 million for 2023, $60.9 million for 2024, $49.1 million for 2025, $41.9 million
for 2026, $37.0 million for 2027 and $237.7 million for 2028 and thereafter. See Item 18. Financial Statements Note 9.
Bank and Notes Covenants. In connection with our Series B, C and D Notes, 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 “Financial
Resources”. Such covenants include, inter alia, requirements for shareholders’ equity, current ratio, operating profit
margin, tangible net worth, EBITDA, interest coverage ratio, total leverage, equity and net financial debt .See Item 18.
Financial Statements – Note 21E. In respect of each of the 12 month periods ending December 31, 2021 and 2022, the
Company was in material compliance with its loan obligations.
39
Bank and Other Financial Institution Guarantees. As of December 31, 2022 and 2021, guarantees in the
aggregate amount of approximately $3,858 million and $3,018 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.
Purchase Commitments. As of December 31, 2022 and 2021 we had purchase commitments of
approximately $3,029 million and $3,180 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, and frequently also include 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 2022
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, 2022 was $15,118 million, of which 75% was for orders outside
Israel. Our backlog of orders as of December 31, 2021 was $13,661 million, of which 72% was for orders outside Israel.
Approximately 60% our backlog as of December 31, 2022 is scheduled to be performed during 2023 and 2024. The rest
of the 40% balance is scheduled to be performed in 2025, 2026 and thereafter. Backlog information and any comparison
of backlog as of different dates may not necessarily represent an indication of future sales.
Trends
The ongoing conflict between Russia and Ukraine that escalated with the Russian invasion in 2022 has
elevated geopolitical tensions throughout the world. One result of these tensions has been plans of European countries to
significantly increase defense spending and strengthen their armed forces, which will likely take time to fully implement.
This development has created various opportunities for Elbit Systems and its European subsidiaries. At the same time, the
conflict has resulted in supply chain disruptions, market volatility and global sanctions (see Item 3. Risk Factors – Risks
Related to our Operations). Currently, we cannot asses the full impact of the conflict.
Trends in the defense and homeland security areas in which we operate have also been impacted by the
nature of conflicts and terrorism activities throughout the world, increasing the focus of defense forces on low intensity
conflicts, homeland security and cyber warfare. In addition, there has been a trend of many armed forces to focus more on
airborne, naval and intelligence forces and there is an increasing demand for products and systems that incorporate
Artificial Intelligence, Big Data analytics, automation, Robotics and Information Assurance, as well as continuing demand
in the areas of airborne systems, C4ISR and unmanned vehicles. Many governments have recently increased 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 trends.
40
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 Industrial Participation / offset, technology transfer 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 through our subsidiaries and via business partnerships.
We have been witnessing growing competition in hiring and retaining employees, mainly in the
management, engineering, scientific and technical sectors. We are investing increasing efforts and resources to maintain
our ability to recruit and retain key employees, which we see as an asset of the Company.
Our future success is also 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 must also anticipate customer needs so as to be able to
develop working prototypes in advance of program solicitations and to meet customer 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.
41
Summary of Operating Results
The following table sets forth our consolidated statements of operations for each of the three years ended
December 31, 2022.
(in thousands of U.S. dollars except per share data)
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 income (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:
Year
Ended
December
31, 2022
$ 5,511,549
4,138,266
1,373,283
501,777
(66,127)
435,650
326,020
313,047
(68,918)
1,005,799
367,484
(51,364)
(23,562)
292,558
(24,131)
268,427
7,042
$ 275,469
(21)
$ 275,448
$
6.18
%
Year
Ended
December
31, 2021
%
Year
Ended
December
31, 2020
100.0
$ 5,278,521
100.0
$ 4,662,572
75.1
24.9
3,920,473
1,358,048
74.3
25.7
3,497,465
1,165,107
9.1
(1.2)
7.9
5.9
5.7
(1.3)
18.2
6.7
(0.9)
(0.4)
5.4
(0.4)
5.0
0.1
5.1
—
447,852
(52,765)
395,087
291,751
267,362
(14,660)
939,540
418,508
(40,393)
5,336
383,451
(131,387)
252,064
22,599
$ 274,663
(313)
8.5
(1.0)
7.5
5.5
5.1
(0.3)
17.8
7.9
(0.8)
0.1
7.3
(2.5)
4.8
0.4
5.2
—
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)
5.1
$ 274,350
5.2
$ 237,658
$
6.20
$
5.38
%
100.0
75.0
25.0
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
5.1
—
5.1
42
2022 Compared to 2021
The following is an overview for 2022 compared to 2021. A discussion of our results of operations for 2021
compared to 2020 may be found on pages 38-42 of our annual report on Form 20-F filed April 7, 2022 on the EDGAR
database of the U.S. Securities and Exchange Commission.
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.
Our consolidated revenues in 2022 were $5,511.5 million, as compared to $5,278.5 million in 2021.
The following table sets forth our distribution of revenues by areas of operation ($ millions):
Airborne systems
Land systems
C4ISR systems
Electro-optics
Other
Total Revenues
Year
Ended
December
31, 2022
2,012.5
1,216.6
1,610.9
523.7
147.8
5,511.5
%
36.5
22.1
29.2
9.5
2.7
100.0
Year
Ended
December
31, 2021
2,005.8
1,254.7
1,371.5
452.9
193.6
5,278.5
%
37.9
23.8
26.0
8.6
3.7
100.0
The majority of 2022 revenues were in the Airborne systems and C4ISR systems areas of operation. The
growth in revenues in the C4ISR systems area was mainly due to increased sales of UAS systems to customers in Europe
and higher sales of Sparton's products in the U.S.
The following table sets forth our distribution of revenues by geographical regions ($ millions):
Israel
North America
Europe
Asia-Pacific
Latin America
Other
Total Revenues
Year
Ended
December
31, 2022
1,071.9
1,489.7
1,243.6
1,405.5
119.9
180.9
5,511.5
%
19.4
27.0
22.6
25.5
2.2
3.3
100.0
Year
Ended
December
31, 2021
1,094.7
1,608.6
884.5
1,443.5
126.7
120.5
5,278.5
%
20.7
30.5
16.8
27.3
2.4
2.3
100.0
On a geographic basis, the decrease in North America was mainly a result of lower sales of medical
instrumentation. The increase in Europe was mainly a result of higher sales related to the flight school project in Greece
and sales of UAS, as well as armored vehicles and artillery.
43
Cost of Revenues and Gross Profit
Cost of revenues in 2022 was $4,138.3 million (75.1% of revenues), as compared to $3,920.5 million
(74.3% of revenues) in 2021.
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
2022 and 2021 were as follows:
Wages and related benefits costs in 2022 constituted approximately 39% of cost of revenues, the same
percentage as in 2021. The total cost of wages and related benefits in 2022 was approximately $1,598 million, as
compared to $1,538 million in 2021. The increase in wages and related benefit costs was mainly a result of exchange rate
changes during 2022 in the value of the NIS relative to the U.S. dollar, as well as the increased workforce.
Subcontractors and material consumed costs in 2022 constituted approximately 54% of cost of revenues, as
compared to 56% in 2021. The total amount of subcontractors and material consumed costs in 2022 was approximately
$2,252 million, as compared to approximately $2,185 million in 2021.
Manufacturing and other expenses in 2022 constituted 9% of cost of revenues, as compared to 8% in 2021.
The total cost of manufacturing and other expenses in 2022 was approximately $367 million, as compared to
approximately $317 million in 2021.
In 2022, our cost of revenues included an increase in inventories of approximately $75 million in work-in-
progress and finished goods inventories, as compared to an increase of approximately $116 million in work-in-progress
and finished goods inventories in 2021.
Cost of revenues in 2022 included expenses of approximately $35 million related to the effect of the
significant increase in the Company's share price on employees' stock price linked compensation.
Changes from 2021 to 2022 in our cost of revenues and cost of revenues components, 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, and the impact of Covid-19 macro-economic implications, including disrupted transportation networks
and global supply chains, which have led to shortages of electronics and other components, increased costs and extension
of lead times.
Gross profit for the year ended December 31, 2022 was $1,373.3 million (24.9% of revenues), as compared
to $1,358.0 million (25.7% of revenues) in the year ended December 31, 2021.
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 2022 totaled $501.8 million (9.1% of revenues), as compared to $447.9 million
(8.5% of revenues) in 2021.
Net R&D expenses (after deduction of third party participation) in 2022 totaled $435.7 million (7.9% of
revenues), as compared to $395.1 million (7.5% of revenues) in 2021.
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 2022 were $326.0 million (5.9% of revenues), as compared to $291.8
million (5.5% of revenues) in 2021.
44
General and Administration (G&A) Expenses
G&A expenses in 2022 were $313.0 million (5.7% of revenues), as compared to $267.4 million (5.1% of
revenues) in 2021. G&A expenses in 2022 include expenses of approximately $16 million related to the Company's stock
price linked compensation plans.
Other Operating Income, Net
Other operating income, net for the year ended December 31, 2022 amounted to $68.9 million, as compared
to $14.7 million in 2021. Other operating income in 2022 resulted mainly from capital gains related to the sale of
buildings and investments by subsidiaries in Israel and in the United Kingdom and a grant received by a subsidiary in
Israel. Other operating income in 2021 was a result of capital gain related to the sale of a building by a subsidiary in
Israel.
Operating Income
Our operating income in 2022 was $367.5 million (6.7% of revenues), as compared to $418.5 million (7.9%
of revenues) in 2021. Operating income in 2022 was reduced by expenses of approximately $62 million related to the
Company's stock price linked compensation plans.
Financial Expense, Net
Net financing expenses in 2022 were $51.4 million, as compared to $40.4 million in 2021. Financial
expenses, net in 2022 included gains from changes in fair value of financial assets of approximately $6.1 million as
compared to a gain of $18.8 million in 2021. Financial expenses, net in 2022 were also higher as compared to 2021 as a
result of the increase in interest rates in 2022.
Other Income (Expenses), Net
Other expenses, net were $23.6 million in 2022, as compared to other income, net of $5.3 million in 2021.
Other expenses, net in 2022 resulted mainly from revaluation of holdings in affiliated companies and expenses related to
non-service costs 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 2022 were $24.1 million (effective tax rate of 8.2%), as compared to $131.4 million (effective tax rate
of 34.3%) in 2021. Taxes on income in 2021 included an amount of approximately $80.0 million related to the "release of
Exempt Earnings from Approved Enterprises and Privileged Enterprises in Israel. Taxes on income in 2022 were reduced
by a tax benefit related to adjustments for prior years following a tax settlement in some of the Company's subsidiaries in
Israel with Israeli tax authorities.
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 2022, we had income of $7.0 million (0.1% of revenues) from our share in earnings of affiliates, as
compared to $22.6 million in 2021. Our share in 2021included a gain of approximately $10.9 million related to the sale of
our shares in an affiliated company.
Net Income Attributable to Non-Controlling Interests
Net income attributable to non-controlling interests in 2022 was $0.0 million, as compared to $0.3 million in
2021.
45
Net Income and Earnings Per Share (EPS)
As a result of the above, net income in 2022 was $275.4 million (5.1% of revenues), as compared to net
income of $274.4 million (5.2% of revenues) in 2021. The diluted EPS was $6.18 in 2022, as compared to $6.20 in 2021.
Diluted net earnings per share in 2022 were reduced by $1.26 as a result of the expenses related to the Company's stock
price linked compensation plans.
The numbers of shares used for computation of diluted EPS in the years ended December 31, 2022 and
2021 were 44,581,000 and 44,278,000 shares, respectively.
46
Segment Reporting
Revenues
Beginning with the year ended December 31, 2022, the Company has revised its segment reporting from one
reportable segment to five reportable segments: Aerospace, C4I and Cyber, ISTAR and EW, Land and ESA (See Item 4.
Information on the Company – Business Overview - Segments above, "Segment Disclosure" below and Item 18.
Financial Statements - Notes 1, 2AC and 23).
The following table presents information about the Company’s reported segments revenues for the periods
indicated:
Aerospace
External customers
Intersegment revenue
C4I and Cyber
External customers
Intersegment revenue
ISTAR and EW
External customers
Intersegment revenue
Land
External customers
Intersegment revenue
ESA
External customers
Intersegment revenue
Revenues
Total revenues (external
customers and intersegment)
for reportable segments
Less - Intersegment revenue
Total
Year Ended
December 31,
2022
%
Year Ended
December 31,
2021
%
Year Ended
December 31,
2020
$
1,471.1
26.7 $
262.1
1,733.2
631.3
47.1
678.4
882.2
163.4
1,045.6
11.5
16.0
24.3 $
11.2
16.8
1,281.4
301.9
1,583.3
590.1
34.6
624.7
888.2
138.1
1,026.3
1,075.8
19.5
1,028.1
19.5
92.7
1,168.5
88.8
1,116.9
923.5
348.7
1,272.2
602.6
29.3
631.9
870.0
173.3
1,043.3
927.5
79.7
1,007.2
%
19.8
12.9
18.7
19.9
1,451.1
26.3
1,490.7
28.2
1,339.0
28.7
5.6
1,456.7
2.1
1,492.8
3.5
1,342.5
$
$
6,082.4
(570.9)
5,511.5
$
100.0 $
5,844.0
(565.5)
5,278.5
$
100.0 $
5,297.1
(634.5)
4,662.6
100.0
47
2022 Compared to 2021
Our consolidated revenues increased by 4% to $ 5,512 million in 2022 from $ 5,279 million in 2021
Revenue by Segments.
Aerospace revenues increased by 9%, to $1,733 million in 2022 from $1,583 million in 2021, mainly due to
Training and Simulation and UAS sales.
C4I and Cyber revenues increased by 9%, to $678 million in 2022 from $625 million in 2021, mainly due to
growth in radio and naval command & control systems sales.
ISTAR and EW revenues increased by 2%, to $1,046 million in 2022 from $1,026 million in 2021, mainly
due to armored vehicle systems, night vision and target acquisition systems sales.
Land revenues increased 5%, to $1,169 million in 2022 from $1,117 million in 2021, mainly due to airborne
precision munitions sales.
ESA revenues decreased by 2%, to $1,456 million in 2022 from $1,493 million in 2021, mainly due to lower
medical instrumentation and military avionics' sales partially offset by growth of night vision sales and one quarter of
Sparton sales.
2021 Compared to 2020
Our consolidated revenues increased by 13% to $ 5,279 million in 2021 from $4,663 million in 2020
Revenue by Segments.
Aerospace revenues increased by 24%, to $1,583 million in 2021 from $1,272 million in 2020, mainly due
to precision guided munitions and UAS sales that offset lower military avionics and commercial aerospace sales.
C4I and Cyber revenues decreased by 1%, to $625 million in 2021 from $632 million in 2020, mainly due to
lower radio sales partially offset by increased command & control sales.
ISTAR and EW revenues decreased by 2%, to $1,026 million in 2021 from $1,043 million in 2020, mainly
due to lower electro-optic systems sales.
Land revenues increased by 11%, to $1,117 million in 2021 from $1,007 million in 2020, mainly due to
airborne precision guided munitions, mortar systems and light tank sales.
ESA revenues increased by 11%, to $1,493 million in 2021 from $1,343 million in 2020, mainly due to the
contribution from Sparton, that was acquired and consolidated in ESA's results from the second quarter of 2021, and
medical instrumentation sales due to Covid-19 related demand that offset lower military avionics sales.
Operating Income
The following tables present information about the Company’s reported segments operating income for the periods
indicated:
48
Aerospace
C4I and Cyber
ISTAR and EW
Land
ESA
Segment operating income
Unallocated corporate income (expense)
Other operating income
Operating income
2022 Compared to 2021
Year Ended
December 31,
2022
Year Ended
December 31,
2021
Year Ended
December 31,
2020
$
$
106.8
49.0
49.1
28.6
75.0
308.5
(9.9)
68.9
367.5
$
$
129.2
44.4
66.0
35.6
124.3
399.5
4.3
14.7
418.5
$
$
19.7
39.9
109.3
12.4
101.2
282.5
8.2
35.0
325.7
Aerospace operating income in 2022 was $106.8 million and 6.2% of Aerospace segment revenues,
compared to $129.2 million and 8.2% of segment revenues in 2021. The $22.4 million decrease in operating income was
mainly due to increased employee compensation expenses and negative program mix.
C4I and Cyber operating income in 2022 was $49.0 million and 7.2% of C4I and Cyber segment revenues,
compared to $ 44.4 million and 7.1% of segment revenues in 2021. The $4.6 million increase in operating income was
mainly due to the increase in revenues partially offset by increased employee compensation expenses.
ISTAR and EW operating income in 2022 was $49.1 million and 4.7% of ISTAR and EW segment
revenues, compared to $66.0 million and 6.4% of segment revenues in 2021. The $16.9 million decrease in operating
income was mainly due to increased employee compensation expenses and negative program mix.
Land operating income in 2022 was $28.6 million and 2.4% of Land segment revenues, compared to $35.6
million and 3.2% of segment revenues in 2021. The $7.0 million decrease in operating income was mainly due to
increased employee compensation expenses.
ESA operating income in 2022 was $75.0 million and 5.1% of ESA segment revenues, compared to $124.3
million and 8.3% of segment revenues in 2021. The $49.3 million decrease in operating income was mainly due to the
decrease in Covid-19 medical instrumentation sales that peaked in 2021, supply chain disruptions and negative program
mix.
Other operating income was $ 68.9 million 2022 compared to $14.7 million in 2021 and included capital
gains related to the sales of buildings and investments by subsidiaries in Israel and the UK as well as a facility evacuation
grant received by a subsidiary in Israel. Other operating income in 2021 resulted mainly from a capital gain related to the
sale of a building by a subsidiary in Israel.
2021 Compared to 2020
Aerospace operating income in 2021 was $129.2 million and 8.2% of Aerospace segment revenues,
compared to $19.7 million and 1.5% of segment revenues in 2020. The $109.5 increase in operating income was mainly a
result of lower level of operating income in 2020, due to the Covid-19 related write-off costs and lower commercial
aviation sales.
C4I and Cyber operating income in 2021 was $44.4 million and 7.1% of C4I & Cyber segment revenues,
compared to $39.9 million and 6.3% of segment revenues in 2020. The $4.5 million increase in operating income was
mainly due to the growth in segment sales.
ISTAR and EW operating income in 2021 was $66.0 million and 6.4% of ISTAR and EW segment
revenues, compared to $109.3 million and 10.5% of revenues in 2020. The $43.3 million decrease in operating income
was mainly due to lower revenues and elevated expenses related to new EW programs.
Land operating income in 2021 was $35.6 million and 3.2% of Land segment revenues, compared to $12.4
million and 1.2% of segment revenues in 2020. The $23.2 million increase in operating income was mainly due to growth
in segment sales and operational improvements.
49
ESA operating income in 2021 was $124.3 million and 8.3% of ESA segment revenues, compared to $101.3
million and 7.5% of segment revenues in 2020. The $23.0 million increase in operating income was mainly due to the
contribution from Sparton and segment sales growth.
Other operating income was $14.7 million 2021 compared to $35.0 million in 2020 and resulted mainly
from a capital gain related to the sale of a building by a subsidiary in Israel. Other operating income in 2020 was mainly a
result of capital gain related to the sale and lease back of buildings by a subsidiary in the U.S.
50
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.
2022
Our net cash flow provided by operating activities in 2022 was approximately $240 million, resulting mainly
from an increase in advances received from customers of approximately $192 million, a decrease of approximately $97
million in trade and other receivables and an increase in non-cash operating items of $104 million, offset by a decrease in
trade and other payables of approximately $123 million and an increase in inventories of approximately $305 million.
Net cash flow used in investing activities in 2022 was approximately $152 million, which was used mainly
for the purchase of property, plant and equipment in the amount of $205 million and acquisitions of subsidiaries in the
amount of $63 million, offset by proceeds from sales of a subsidiary and investments of approximately $93 million and
proceeds from the sale of fixed assets of $25 million.
Net cash flow used in financing activities in 2022 was approximately $136 million, which was used for
repayment of long-term loans in the amount of $122 million, payment of dividends in the amount of $87 million, and
repayment Series B, C and D Notes in the amount of $65 million, offset by new long and short term loans of
approximately $139 million.
2021
Our net cash flow provided by operating activities in 2021 was approximately $417 million, resulting mainly
from an increase in advances received from customers of approximately $618 million, an increase of approximately $105
million in trade and other payables and an increase in non-cash operating items of $183 million, offset by an increase in
short and long-term trade receivables of approximately $430 million and an increase in inventories of approximately $336
million.
Net cash flow used in investing activities in 2021 was approximately $588 million, which was used mainly
for the purchase of property, plant and equipment in the amount of $189 million, and acquisitions of subsidiaries in the
amount of $446 million, offset by proceeds from the sale of an investment of approximately $16 million and proceeds
from the sale of fixed assets of $26 million.
Net cash flow provided by financing activities in 2021 was approximately $151 million, which was provided
mainly by proceeds from issuance of Series B, C, and D Notes, in an amount of approximately $575 million, and new
long-term loans of approximately $476 million, offset by repayment of long-term loans in the amount of $536 million,
repayment of short term bank credit and loans in the amount of $285 million and payment of dividends in the amount of
$79 million.
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 million in trade and other payables 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.
51
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.
Financial Resources
The financial resources available to us include profits, collection of accounts receivable, proceeds from the
issuance of external indebtedness, 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 loans, Series B, C and D Notes and credit agreements. Such covenants include inter alia, requirements for
shareholders’ equity, current ratio, operating profit margin, tangible net worth, EBITDA, interest coverage ratio, total
leverage, equity and net financial debt. In respect of each of the 12 month periods ending December 31, 2021 and 2022,
the Company was in material compliance with its loan obligations.
On December 31, 2022, we had total borrowings from banks in the amount of $391 million in short and
long-term loans and $483 million in Series B, C and D Notes intended for general corporate purposes. On December 31,
2022, we also had $3,858 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,
2022, we had a cash balance amounting to $211 million. We believe that we also have the ability to raise additional funds
in the capital market and through expansion of our credit lines. In 2020, we filed a shelf prospectus with the Israeli
Security Authority and the TASE (the Shelf Prospectus). The Shelf Prospectus 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. The shelf prospectus would
typically be effective for two years, unless extended with the consent of the Israeli Securities Authority. In September
2022, the term of the prospectus was extended until September 29, 2023.
As of December 31, 2022, we had working capital of $754 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 is 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 economic
environment in each country. For our pension and other post-retirement benefit assumptions at December 31, 2022 and
2021, see Item 18. Financial Statements – Note 17. On December 31, 2022, our employee benefit liabilities were $618
million, of which we had severance funds of $228 million set aside to satisfy potential obligations.
52
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, 2022 and the subsequent fiscal
year (see above “Financial Resources”). Our anticipated capital expenditures (which include mainly the purchase of
equipment, buildings and enhancements to our ERP system) as of December 31, 2022 are somewhat higher than those as
of December 31, 2021, 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.
Israeli Debt Offering
In July 2021, Elbit Systems completed a public notes offering on the TASE of NIS 1.9 billion (equal to
approximately $575 million at the time of the offering) Series B, C and D Notes. The Notes were offered and sold
pursuant to the Shelf Prospectus filed in 2020 with the Israeli Securities Authority.
Details of the Notes are as follows:
Tranche Face Value (NIS) Maturity
Annual Interest
Rate (%)
Adjustments
Series B
1,500,000,000
June 30, 2029
1.08
None
Series C
200,000,000
June 30, 2029
2.12
Series D
200,000,000
June 30, 2035
2.67
Changes in the New Israeli Shekel / U.S. dollar
exchange rate
Changes in the New Israeli Shekel / U.S. dollar
exchange rate
The Series B, C and D Notes are unsecured and non-convertible. The offering was made exclusively in Israel
to residents of Israel only.
The proceeds of the offering are intended for general corporate purposes, which may include, among others,
financing of the Company’s operating and investment activities, mergers and acquisitions and payments of outstanding
debt under its credit facilities.
Following the completion of the Notes offering, we entered into cross-currency interest rate swap
transactions in order to effectively hedge the effect of interest and exchange rate differences resulting from the Series B
Notes that are not adjusted in accordance with changes in the NIS/ U.S dollar exchange rate. Under the cross-currency
interest rate swaps, the Series B Notes were adjusted to the changes of the NIS to the U.S. dollar and paid a fixed U.S.
dollar interest rate of 1.92% per annum.
During 2022 the company paid the first installments of Notes B,C and D in the amount of approximately $65
million.
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.
53
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, 2022, 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, 2022 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 About Market Risk. 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.
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
2020, the inflation rate was approximately a negative 0.7% and the NIS strengthened against the U.S. dollar by
approximately 7%. In 2021, the inflation rate was approximately a positive 2.8%, and the NIS strengthened against the
U.S. dollar by approximately 3.3%. In 2022, the inflation rate was approximately a positive 5.3%, and the NIS weakened
against the U.S. dollar by approximately 13.2%. 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.
54
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, 2022 by forward contracts. On December 31, 2022, we had forward
contracts for the sale and purchase of Euro, GBP and various other currencies totaling approximately $2,118 million
($1,532 million in Euro, $139 million in GBP and the balance of $447 million in other currencies).
As of December 31, 2022, an unrealized net gain of approximately $71 million was included in accumulated
other comprehensive income. As of December 31, 2022, all of the forward contracts are expected to mature during the
years 2023 – 2027.
The table below presents the balance of the derivative instruments held in order to limit the exposure to
exchange rate fluctuations as of December 31, 2022 and is presented in millions of U.S. dollar equivalent terms:
Forward
Buy US$ and Sell:
Euro
GBP
NIS
Other various currencies
Forward
Sell US$ and Buy:
Euro
GBP
NIS
Other various currencies
*Notional amount information is based on the foreign exchange rate at year end.
Notional
Amount*
Unrealized
Gain (Loss)
1,032.7
138.1
286.2
433.6
42.8
10.8
8.4
2.3
Notional
Amount*
Unrealized
Gain (Loss)
498.9
1.3
1,359.1
13.2
(47.3)
(0.1)
(68.5)
(0.4)
55
Off-Balance Sheet Transactions
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 “Industrial Participation” or “offset” 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 and other geopolitical events, a number of countries are
increasing such activities in order to enhance local industry involvement in defense procurement and to have a positive
impact on the local economy.
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 Industrial Participation activities from an overall corporate perspective. The
Industrial Participation rules and regulations, as well as the underlying contracts, may differ from one country to another.
The ability to fulfill the Industrial Participation 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’ Industrial Participation authorities. Our
Industrial Participation activities are conducted in accordance with our anti-bribery and corruption compliance policies.
We do not commit to Industrial Participation 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
Industrial Participation commitments become effective. Industrial Participation 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
Industrial Participation requirements. In some cases we provide guarantees in connection with the performance of our
Industrial Participation obligations.
We have developed dedicated Industrial Participation/offset management tools and procedures 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.
Key Information – Risk Factors – Financial-Related Risks.
As of December 31, 2022, we had outstanding Industrial Participation obligations totaling approximately
$2.03 billion that extend through 2030. See Item 18. - Financial Statements - Note 21B.
Non-GAAP Financial Data
The following non-GAAP financial data, including Adjusted gross profit, Adjusted operating income,
Adjusted net income, and Adjusted diluted earnings per share, 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 and analysts by facilitating more
meaningful comparisons of our financial results over time. The non-GAAP adjustments exclude amortization expenses of
intangible assets related to acquisitions that occurred mainly in prior periods, capital gains related primarily to the sale of
investments, Covid-19 related expenses, revaluations of investments in affiliated companies, non-operating foreign
exchange gains or losses, one-time tax expenses, and the effect of tax on each of these items. We present these non-GAAP
financial measures because management believes they supplement and/or enhance management’s, analysts’ and investors’
overall understanding of the Company’s underlying financial performance and trends and facilitate comparisons among
current, past, and future periods.
Specifically, management uses Adjusted gross profit, Adjusted operating income, and Adjusted net income
attributable to the Company’s shareholders to measure the ongoing gross profit, operating profit and net income
performance of the Company because the measure adjusts for more significant non-recurring items, amortization expenses
of intangible assets relating to prior acquisitions, and non-cash expense which can fluctuate year to year.
56
We believe Adjusted gross profit, Adjusted operating income, and Adjusted net income attributable to the
Company’s shareholders are useful to existing shareholders, potential shareholders and other users of our financial
information because they provide measures of the Company’s ongoing performance that enable these users to perform
trend analysis using comparable data.
Management uses Adjusted diluted earnings per share to evaluate further adjusted net income attributable to
the Company’s shareholders while considering changes in the number of diluted shares over comparable periods.
We believe Adjusted diluted earnings per share is useful to existing shareholders, potential shareholders and
other users of our financial information because it also enables these users to evaluate adjusted net income attributable to
Company’s shareholders on a per-share basis.
The non-GAAP measures used by the Company 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 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. They 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.
57
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 (**)
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
Capital gain
Non-recurring gain related to grants
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 (**)
Capital gain
Revaluation of investment measured under fair value option
Impairment of investments
Non-operating foreign exchange losses
Non-recurring gain related to grants
Tax effect and other tax items (***)
Non-GAAP net income attributable to Elbit Systems’ shareholders
Percent of revenues
GAAP diluted net EPS
Adjustments, net
Non-GAAP diluted net EPS
Year Ended
December
31, 2022
Year Ended
December
31, 2021
Year Ended
December
31, 2020
1,373.3
1,358.0
1,165.1
31.7
—
—
1,405.0
25.5 %
26.7
—
—
1,384.7
26.2 %
22.7
56.0
3.4
1,247.2
26.7 %
367.5
418.5
325.7
49.2
—
—
(31.5)
(28.6)
356.6
6.5 %
275.4
49.2
—
(20.5)
10.2
—
(10.5)
(28.6)
(6.3)
268.9
4.9 %
6.18
(0.15)
6.03
47.0
—
—
(14.7)
—
450.8
8.5 %
274.4
47.0
—
(24.9)
(17.3)
—
10.6
—
77.8
367.6
7.0 %
6.20
2.10
8.30
39.4
56.6
3.4
(35.0)
—
390.1
8.4 %
237.7
39.4
56.6
(35.0)
(20.8)
7.9
33.4
—
(0.7)
318.5
6.8 %
5.38
1.82
7.20
(*)
(**)
(***)
While amortization of acquired intangible assets is excluded from the measures, the revenue of the acquired
companies is reflected in the measures and the acquired assets contribute to revenue generation.
The COVID-19-related expenses included in our 2020 results were primarily related to write-offs of pre-
contract costs and excess and obsolete inventories, and provision for loss due to changes in forecasted orders.
Tax effect in 2021 includes an adjustment of approximately $80 million for a one-time tax expense related to
release of Exempt Earnings.
58
Item 6. Directors, Senior Management and Employees.
Directors and Executive Officers
Board of Directors
Our directors as of April 3, 2023 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
79
58
77
78
48
75
55
70
69
Director
Since
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 2023, unless any director’s office is vacated earlier in accordance with the
provisions of the Companies Law and the Company’s Articles of Association. The second three-year term of office for Bilha
(Billy) Shapira as an External Director expires in November 2025, 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 44.15% of the Company’s outstanding shares. FEL also has ownership interests in Dan Hotels Ltd.
(Dan Hotels), an Israeli hotel chain, Freiberger Compound Materials GmbH (Freiberger), a German company engaged in the
supply of materials for the semi-conductor industry, as well as several financial, real estate and venture capital investments. Mr.
Federmann also serves as a director of Dan Hotels and of Freiberger. 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). Michael Federmann is the father of David Federmann, the vice chair of
the Board. 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 has served as a director of Remedor Biomed Ltd., a company
specializing in advanced treatment of wounds since 2018 (and 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 served as a director of
Genefron Ltd., a company in the field of genomic-based personal medicine. Since 2019, Mr. Bar Nir has served 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 as chief executive
officer of the Israel Hotel Association from 2015 to 2017, as CEO of Harokeah Ltd., a network of pharmacies from 2014 to
2015, as chair of the board of Shfayim Hotel Ltd. and Shfayim Park Ltd. from 2013 to 2015 and as director general of the
Israeli Ministry of Tourism from 2009 to 2013. Prior to that, Mr. Bar Nir held various financial positions, including as chief
financial officer of Clalit from 2002 to 2008, and as head of the budgets, economics and cost accounting department of Clalit
from 1996 to 2002. 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 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 Hebrew University. Mr.
Bar Nir serves as chair of the Audit and Financial Statements Review Committee of the Board 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 is designated as an audit committee financial
expert in accordance with SEC rules.
59
Rina Baum. Rina Baum is vice president of FEL and has served as a director and CEO of Uni-bit Insurance
Agency (1983) 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 at 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 as chief financial officer and a manager of FEL from 1994 until 2020 and as the
general manager of Heris Aktiengesellschaft from 2012 until 2021. He serves as a member of the board of directors of Etanit
and Freiberger. Mr. Ninveh served as a director of Dan Hotels from 2003 until 2022. From 1996 until 2000 he served as
director of Elop Electro-Optic Industries Ltd. (Elop) and 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.
From 2014 until 2021, he served as 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
national budget 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 as the CEO of the Jerusalem
Development Authority from 1999 until 2002. 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 is designated as an audit committee financial
expert in accordance with SEC rules.
60
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, the Jerusalem Transportation Master Plan Team, the
boards of several non-profit organizations in Israel and 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 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 of the Board 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 has served as the President of Beit Berl, a multidisciplinary college near
Kfar Saba, Israel, since 2020. From 2010 until 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.
61
Executive Officers
Our executive officers, who are the President and CEO, the Senior Executive Vice President and the Executive
Vice Presidents who report to the President and CEO, as of April 3, 2023, are as follows:
Name
Bezhalel Machlis
Age
60
President and Chief Executive Officer
Position
Joseph Gaspar
Jonathan Ariel
Boaz Cohen
Haim Delmar
Michael Edelstein
Dr. Shelly Gordon
Dr. Yaacov Kagan
Ran Kril
Ilan Pacholder
Yuval Ramon
Oren Sabag
Yoram Shmuely
Yehuda Vered
Yehoshua Yehuda
74
66
58
53
56
62
58
52
68
57
49
62
65
56
Senior Executive Vice President – Business Development
Executive Vice President – Chief Legal Officer
Executive Vice President – Marketing and Business Development North
America
Executive Vice President – General Manager C4I and Cyber
Executive Vice President – Strategy and Business Development Israel
Executive Vice President – Chief Human Resources Officer
Executive Vice President – Chief Financial Officer
Executive Vice President – International Marketing and Business Development
Executive Vice President – Mergers and Acquisitions and Financing
Executive Vice President – Chief Operating Officer
Executive Vice President – 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.
Joseph Gaspar. Joseph Gaspar was appointed Senior Executive Vice President – Business Management in April
2022. Prior to that, he served as an executive vice president since 2008 and before that as chief financial officer since 2001.
From 2000 until 2001 Mr. Gaspar served as corporate vice president – strategy, technology and subsidiaries. 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.
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.
62
Boaz Cohen. Boaz Cohen was appointed Executive Vice President - Marketing and Business Development North
America in 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.
Michael Edelstein. Michael (Miki) Edelstein was appointed Executive Vice President - Strategy and Business
Development Israel in April 2022. Mr. Edelstein joined Elbit Systems in 2021 as senior vice president – strategy and business
development Israel. Prior to that, Mr. Edelstein served for 34 years in the Israeli Defense Forces, where he holds the rank of
Major General (reserves), in a variety of positions, including command of several combat units and as Defense Attaché to the
U.S.A. In 2020 he was awarded the Legion of Merit medal by the U.S. Secretary of Defense. Mr. Edelstein holds a bachelor
degree in law and business management from Reichman University in Herzliya, a Master's degree in national resources
management from the National Defense University, U.S. and is a graduate of Harvard Kennedy School's International Security
Program.
Dr. Shelly Gordon. Dr. Shelly Gordon was appointed Executive Vice President - Chief Human Resources Officer
shortly after joining Elbit Systems in 2015. From 2012 until joining Elbit Systems, she headed executive education at the
Interdisciplinary Center Herzliya. 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.
Dr. Yaacov Kagan. Dr. Yaacov (Kobi) Kagan was appointed Executive Vice President – Chief Financial Officer,
in April 2022. He was appointed in 2018 as deputy general manager and senior vice president – finance and control in Elbit
Systems Land, and from 2010 to 2018 he served as Elbit Systems Land and C4I‘s vice president - finance and control. Dr.
Kagan joined Elbit Systems in 2008 as a sales director at Elbit Systems Land and C4I. Prior to that, Dr. Kagan served for 26
years in the Israeli Navy, where he holds the rank of a naval captain (reserves), and in the IMOD, in a variety of positions,
including the Head of the Navy’s budget department. Dr. Kagan holds a bachelor of arts degree in economics and business
administration, an MBA in business administration and a PhD in economics from Bar-Ilan University, and is a graduate of
Harvard University Business School's Advanced Management Program.
Ran Kril. Ran Kril was appointed 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.
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.
63
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 - General Manager ISTAR and EW in January
2022, after serving as executive vice president – co-general manager ISTAR and EW since 2021. From 2014 to 2021, he served
as C4I and cyber senior vice president - radios and secure communications. 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 to 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 to 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 M.B.A from Ben Gurion University and is a graduate of Harvard
University Business School’s Advanced Management Program.
Yehoshua Yehuda. Yehoshua (Shuki) Yehuda was appointed Executive Vice President - Strategy and Chief
Technology Officer in 2020. From 2016 until his current appointment, he served as executive vice president - chief technology
officer. From 2008 until 2016, 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.
64
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).
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. 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 7, 2021 (the April 2021 General Meeting),
our shareholders, following a favorable recommendation of the Compensation Committee of the Board (the Compensation
Committee) and the approval of the Board, approved an amended compensation policy applicable to Employment Terms and
arrangements with our Office Holders (the Compensation Policy). For further information, please see the Compensation Policy
filed as Exhibit 4.3 to this annual report on Form 20-F.
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 2024 or as otherwise may be mandated from time to time by the Companies Law. 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, 2022: (U.S. dollars in thousands)*
All directors (consisting of 9 persons)
All executive officers (consisting of 15 persons)
Salaries,
Directors’ Fees
Commissions and
Bonuses
Pension,
Retirement and
Similar Benefits
$
$
552
12,451
$
$
—
1,731
*For information regarding the value of phantom units and equity awards to the directors and executive officers, see below
“2018 Phantom Bonus Retention Plan” and “2018 Equity Incentive Plan for Executive Officers and Equity Plans in Other
Entities”.
65
Directors Fees
In accordance with the Compensation Policy and with the Israeli Companies Regulations (Relief from Related
Parties’ Transactions), 5760-2000, 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 approximately NIS 120,125 (equal to approximately $34,100) and a per meeting fee of approximately NIS 4,620 (equal to
approximately $1,300), which reflect the above mentioned fee levels, linked to the Israeli consumer price index.
2018 Phantom Bonus Retention Plan
In 2018, our Board approved a “Phantom” Bonus Retention Plan for Senior Managers (the 2018 Phantom Plan).
The purpose of the 2018 Phantom Plan is to strengthen the alignment of the interests of certain senior managers with those of
the Company and its subsidiaries, and their willingness to continue to work at the Company and its subsidiaries, in order to
advance the Company’s growth and profitability, through the creation of a long-term incentive for senior managers.
Under the 2018 Phantom Plan, phantom bonus units (2018 Plan Units) were granted to senior managers with three
yearly tranches, each tranche comprised of a number of units which entitle the recipient the right to receive the financial benefit
deriving from increases in the value of the Company’s shares during the applicable periods, based on the mechanism specified
in the 2018 Phantom Plan. 2018 Plan Units are calculated separately for each tranche, and the total accrual period for each
tranche is three years from the respective determination date of the applicable 2018 Plan Units.
At the end of the twelve-month period during the 2018 Plan Units accrual period for each tranche (Yearly
Calculation Period), the Company calculates the annual benefit amount of the 2018 Plan Units for such Yearly Calculation
Period (Annual Benefit Amount) by multiplying the number of 2018 Plan Units included in the tranche by the difference
between (i) the initial value, i.e. the average of the closing share prices of a Company share on the TASE, during the period of
thirty (30) trading days preceding the beginning of the respective period, and (ii) the year-end value of the respective Yearly
Calculation Period, i.e. the average of the closing share prices of a Company share on the TASE, during the period of thirty (30)
trading days preceding the end of the relevant Yearly Calculation Period; provided such amount is positive.
The accrued benefit amount for the 2018 Plan Units (Accrued Benefit Amount) in each yearly tranche is the sum
of all three Annual Benefit Amounts. Except in certain circumstances described in the 2018 Phantom Plan, the Accrued Benefit
Amount of a tranche is paid to the recipient following the end of the third Yearly Calculation Period of the respective tranche,
provided that the recipient remains an employee of the Company. The benefits received under the 2018 Phantom Plan are
subject to taxation at ordinary personal income tax rates.
The 2018 Phantom Plan is not specifically intended for our executive officers, however some of our current
executive officers have 2018 Plan Units that were granted to them prior to their nomination as executive officers. We recorded
an amount of approximately 2.1 million in 2022, as compensation costs related to grants made prior to 2022 to our executive
officers under the 2018 Phantom Plan. No 2018 Plan Units were granted to executive officers in 2022. See Item 18. Financial
Statements – Note 22.
2018 Equity Incentive Plan for Executive Officers and Equity Plans in Other Entities
In 2018, our Board approved the 2018 Equity Incentive Plan for Executive Officers (the 2018 Option Plan). See
below “Share Ownership – Elbit Systems’ Stock Option Plans – 2018 Equity Incentive Plan for Executive Officers”. In 2022
we granted 60,000 options to executive officers under the 2018 Option Plan at an exercise price of $241.23 that were cancelled.
Subsequently, an equivalent number of options were granted to the executive officers, at an exercise price of $216.53 per
option, with an expiration date of December 14, 2027. In 2022 we recorded an amount of approximately $6.4 million as
compensation costs related to options granted to our executive officers under the 2018 Option Plan. See Item 18. Financial
Statements Note 22.
In 2022, we recorded an amount of approximately $0.1 million as compensation costs related to options granted to
our executive officers prior to 2022 in start-up entities or similar ventures under their plans (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).
66
Cash Bonuses
Elbit Systems has implemented an annual pay-for-performance bonus plan (Annual Bonus) based on pre-
determined criteria that aims to align and unify our executive officers in reaching Elbit Systems’ short and long-term goals.
Annual Bonuses are, therefore, a strictly pay-for-performance element, as payout eligibility and levels are determined based on
financial, business and operational results, as applicable, as well as individual performance. Payment of the Annual Bonus is
also subject to the fulfillment of preconditions as described in our Compensation Policy. Our executive officers may also be
granted from time to time other cash bonuses which are discretionary, subject to required approvals. For additional information,
see the Compensation Policy filed as Exhibit 4.3 to this annual report.
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 and other benefits as described in
our Compensation Policy.
Office Holders of the Company, including our directors and executive officers, are also covered by our D&O
liability insurance policy and are entitled to indemnification and exemption from certain liabilities, in accordance with our
Restated Articles of Association (the Articles of Association) and pursuant to indemnification and exemption letters as
approved by our shareholders. For additional information, see Item 10. Additional Information – Exemption, Insurance and
Indemnification of Directors and Officers.
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, 2022. 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, retirement and termination of service benefits
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 3.38, which represents the average weighted U.S. dollar – NIS exchange rate for the date of payments for
each of the months during 2022 (Average Exchange Rate).
(2) Bonus Costs. Bonus Costs represent bonuses (Annual Bonuses, managerial evaluation and/or special bonuses,
as the case may be) recorded in connection with the Office Holders with respect to the year ended December 31, 2022. U.S.
dollar amounts indicated for Bonus Costs are based on the Average Exchange Rate.
(3) Stock Option Costs. Stock Option Costs are costs recorded with respect to the year ended December 31, 2022
related to the 2018 Option Plan and 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” 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.
(4) Phantom Bonus Costs. Phantom Bonus Costs are costs recorded with respect to the year ended December 31,
2022 related to the value of benefits under tranches of phantom bonus units granted to the Office Holders under the 2018
Phantom Plan. See above “Aggregate Compensation to Directors and Executive Officers - 2018 Phantom Bonus Retention
Plan” and Item 18. Financial Statements - Note 22G. Benefits under the 2018 Phantom Plan cover tranches payable over three
years.
67
The five most highly compensated Office Holders in 2022 were as follows (U.S. dollar amounts in thousands):
(1) Bezhalel Machlis – President and CEO. Compensation costs recorded for Mr. Machlis in 2022 included:
$1,338 in Salary Costs, $1,714 in Bonus Costs and $1,612 in Stock Option Costs.
(2) Joseph Gaspar – Senior Executive Vice President - Business Management. Compensation costs recorded for
Mr. Gaspar in 2022 included: $1,413 in Salary Costs, $693 in Bonus Costs and $447 in Stock Option Costs.
(3) Yoram Shmuely – Executive Vice President - General Manager Aerospace. Compensation costs recorded for
Mr. Shmuely in 2022 included: $830 in Salary Costs, $265 in Bonus Costs and $672 in Stock Option Costs.
(4) Oren Sabag – Executive Vice President - General Manager ISTAR and EW. Compensation costs recorded for
Mr. Sabag in 2022 included: $767 in Salary Costs, $102 in Bonus Costs, $299 in Stock Option Costs and $502
in Phantom Bonus Costs.
(5) Yehuda Vered – Executive Vice President - General Manager Land. Compensation costs recorded for
Mr.Vered in 2022 included: $721 in Salary Costs, $222 in Bonus Costs and $682 in Stock Option Costs.
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 fifteen 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 seventeen 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.
68
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 terms of office of the other seven current directors, each of whom was
appointed at the annual general meeting of shareholders held in November 2022, expire as described under “Board of
Directors” above. There are no service contracts or similar arrangements with any director that provide for benefits upon
termination of directorship.
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. The substitute director will be subject to the same requirements under the Companies Law.
External Directors
Under the Companies Law, public companies are required to appoint at least two External Directors. Among other
requirements, for each public 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. Additional 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.)
69
(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
70
(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 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 authorized to exercise powers 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 second three-year term of
office of Mrs. Shapira ends in November 2025. 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 of at least
three members, each of whom qualifies as an independent director who must be able to read and understand financial
statements. At least one member of such committee must qualify as an “audit committee financial expert” 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 is able to read and understand financial statements, and our Board has determined that
both Mr. Bar Nir and Prof. Nisan qualify as audit committee financial experts.
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, 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.
71
In addition to its other roles, under the Companies Law the audit committee of a public company such as Elbit
Systems is required:
(1)
(2)
(3)
(4)
(5)
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;
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;
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;
if the board of directors is to approve the audit plan of the internal auditor – to examine such plan and suggest
amendments prior to it being presented to the board of directors;
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.
Audit and Financial Statements Review Committee - Acting as the Financial Statements Review Committee
Pursuant to Nasdaq rules, the financial statements review committee must oversee the accounting and financial
reporting processes of the Company and the audits of the financial statements of the Company. Pursuant to the Israeli
Companies Regulations (Financial Statements Approval Procedure), 5770-2010, the financial statements of a public company
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 control over 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.
72
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. See
Item 16A. Audit Committee Financial Expert.
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 Officers – Compensation Policy”,and see below 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.
73
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 main role of the Corporate Governance and
Nominating Committee is to:
(1) advise the Board periodically as it deems appropriate with regard 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.
In addition, while our Board recognizes the benefits of directors serving on the boards of other companies, it
believes that the number of such memberships should be reasonably limited in order to allow its members to devote sufficient
time to fulfill their duties as directors of the Company. Therefore, as provided in the Corporate Governance and Nominating
Committee charter, it is expected that a director will not serve on the boards of more than four other publicly traded companies
(academic institutions and non-profit organizations excluded).
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. As determined by our Board, Board members are expected to attend at least 90% of all
meetings of the Board and the committees on which they serve (except in cases of unavoidable circumstances). During 2022,
the average attendance for Board members at Board and committee meetings was approximately 94%.
74
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 2020, 2021 and 2022 were as follows:
2022
2021
2020
Total
Employees
U.S.
Employees
18,407
17,787
16,676
3,675
3,515
2,703
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 subsidiaries are each parties to collective bargaining
agreements covering a portion of their employees. A total of approximately 4,390 employees in Israel are covered by such
agreements that extend for various periods through 2027. In addition, approximately 570 of the employees at Elbit Systems of
America’s operations are covered by collective bargaining agreements in effect through various periods through June 2025.
Share Ownership
As of April 3, 2023, 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) Michael Federmann, the chair of our Board, has the right to control the voting of the 19,580,342 ordinary
shares (i.e., approximately 44.15% of our outstanding ordinary shares) that are owned, directly and indirectly,
by FEL (the FEL Share Position);
(2) 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
(3) Except as provided above, as of April 3, 2023, 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
In February 2018, our Board approved the 2018 Equity Incentive Plan for Executive Officers (as may be amended
from time to time - the 2018 Equity Plan), for a period of eight years. The purpose of the 2018 Equity 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 2018 Equity Plan. Under the 2018 Equity 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 entitle the recipients to exercise the Options for an amount of shares reflecting only the benefit
factor. In 2018, the Board approved a pool of 1,000,000 Options. In February 2021, the Board approved amendments to the
2018 Equity Plan that increased the pool of Options permitted to be granted under the 2018 Equity Plan to 1,500,000 Options
(an increase of 500,000 Options) and extended the duration of the 2018 Equity Plan by an additional three years.
75
The Options are granted under the provisions of Section 102 of the Israeli Income Tax Ordinance [New Version]
of 1961 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 U.S. dollars by applying the average
representative U.S. dollar - NIS exchange rate during such thirty (30) trading days period; or
(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 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 latest 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 2018 Equity 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 2018 Equity 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 2018 Equity 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 2018 Equity 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 2018 Equity Plan see the 2018 Equity Incentive Plan for Executive
Officers filed as Exhibit 4.2.1 to this annual report on Form 20-F.
2022 Equity Incentive Plan for Employees
On January 16, 2022, our Board approved the 2022 Equity Incentive Plan for Employees (as may be amended
from time to time - the Employees Plan), for a period of seven (7) years. The purpose of the Employees Plan is to enable Elbit
Systems to link the compensation and benefits of its employees with the future growth and success of Elbit Systems and its
affiliates and with long-term shareholder value, through the creation of a long-term incentive for employees. Our Board has also
approved the appointment of our Compensation Committee as the administrator of the Employees Plan. Under the Employees
Plan, the Company may allocate options to employees of Elbit Systems and its wholly owned subsidiaries, 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 Board approved an option pool of 1,100,000 options under the Employees Plan.
Options to Israeli Employees (as defined under the Employees Plan) are granted under the provisions of Section
102 of the Israeli Income Tax Ordinance [New Version] of 1961, 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.
76
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 Grant Date (as defined below), converted into U.S. dollars by applying the
average representative U.S. dollar - NIS exchange rate during such thirty (30) trading days period; or
(2) the closing share price of our ordinary shares on the TASE on the last trading date preceding the Grant Date,
converted into U.S. dollars by applying the representative U.S. dollar - NIS exchange rate most recently published by the Bank
of Israel prior to the Grant Date.
The Grant Date of options to a recipient is determined to be the later of:
(1) the date on which the grant of the options to a participant was approved by the administrator of the plan; or
(2) the first trading day after a period of thirty (30) days has elapsed from the date the Employees Plan is filed
with the Israeli Tax Authorities; unless otherwise determined by the Board or required under applicable law.
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 thirty percent (30%) each on the third and fourth anniversary of the Grant Date, respectively.
The Employees Plan includes customary terms such as adjustments for capital modifications (reverse stock split,
stock split, etc.), and rights offering restructuring (split, merger, etc.). The Employees Plan also allows, subject to approvals as
set forth in the Employees Plan, 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 Employees Plan see the 2022 Equity Incentive Plan for Employees filed as Exhibit 4.2.2 to this
annual report on Form 20-F.
In 2022 we granted options to our employees under the Employees Plan. Out of the total amount of options
granted, 39,600 options that were granted at an exercise price of $241.23 were cancelled. Subsequently, 38,600 options were
granted to the employees, at an exercise price of $216.53 per option. See Item 18. Financial Statements - Note 22 for
information regarding the compensation costs incurred by the Company in 2022 with respect to grants of options under the
Employees Plan.
77
Item 7. Major Shareholders and Related Party Transactions.
Major Shareholders
Percentages
As of April 3, 2023, we had 44,347,648 ordinary shares outstanding. The following table sets forth specific
information as of April 3, 2023, 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 April 3, 2023 through the exercise of
Options under the 2018 Equity Plan (see footnote (6) 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.
Name of Beneficial Owner
Federmann Enterprises Ltd.
99 Hayarkon Street
Tel-Aviv, Israel
1832 Asset Management L.P.
Scotiabank North, 40 Temperance St., 16 floor
Toronto, Ontario Canada M5C 0B4
Clal Insurance Enterprises Holdings Ltd.
36 Raul Walenberg St.
Tel-Aviv, Israel
Amount Owned
19,580,342
2,243,990
2,234,996
(2)
(3)
(4)
Percent of
Ordinary Shares(1)
44.15%
5.06%
5.04%
All executive officers and directors as a group (24 persons)
86,890
(5) (6)
less than 1%
(1) Based on 44,347,648 ordinary shares outstanding as of April 3, 2023.
(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 44.15% 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 7.7% 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 27.3% of our outstanding ordinary shares, with Michael Federmann holding
an approximately 7.6% 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) Pursuant to a Schedule 13G filed by 1832 Asset Management L.P. with the SEC on January 31, 2023, the ordinary
shares are held within mutual funds or other client accounts managed by 1832 Asset Management L.P., acting as
portfolio manager.
78
(4) Pursuant to a Schedule 13G filed by Clal Insurance Enterprises Holdings Ltd. (Clal) with the SEC on January 25,
2023, the ordinary shares beneficially owned by Clal include (i) 55,075 ordinary shares beneficially held for Clal's
own account and (ii) 2,179,921 ordinary shares held for members of the public through, among others, provident
funds and/or pension funds and/or insurance policies, which are managed by subsidiaries of Clal. These
subsidiaries operate under independent management and make independent voting and investment decisions.
(5) This amount (i) 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 and (ii) includes shares held by one of our
directors and shares held by the spouse of a second director, but the second director disclaims beneficial
ownership over the spouse's shares.
(6) The 2018 Equity Plan includes a mandatory “Net Exercise Mechanism” that entitles the recipients to exercise
Options for the number of shares determined based on the excess, if any, of the fair market value of the shares
underlying such options over the exercise price of such options, calculated based on the date of exercise. For
further information regarding the 2018 Equity Plan see Item 6. Directors, Senior Management and Employees –
Share Ownership – Elbit Systems' Stock Option Plans – 2018 Equity Incentive Plan for Executive Officers, as
well as the Elbit Systems Ltd. 2018 Equity Incentive Plan for Executive Officers, filed as Exhibit 4.2.1 to this
annual report. The number of ordinary shares reflected above as owned by all executive officers and directors as a
group was calculated based on a hypothetical exercise on April 3, 2023, 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 April 3, 2023 is 333,490 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.
Based on beneficial ownership reports filed with the SEC, the Phoenix Holdings Ltd. (the Phoenix) and 1832
Asset Management L.P. were first included as major shareholders beneficially owning more than 5% of the Company's ordinary
shares in the Company's Annual Report on Form 20-F for 2021. In this report, Clal is included for the first time as a major
shareholder beneficially owning more than 5% of the Company's ordinary shares and the Phoenix is no longer included as a
major shareholder beneficially owning more than 5% of the Company's ordinary shares. Other than as described above, we are
not aware of any significant changes in the number of shares held by our major shareholders during the last three years.
As of April 3, 2023, approximately 11% of our outstanding ordinary shares were held in the United States by
approximately 115 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 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. In July 2021, we
completed a public notes offering on the TASE of Series B, C and D Notes in an aggregate amount of NIS 1.9 billion (equal to
approximately $581 million at the time of the offering), pursuant to the shelf prospectus. For more information, see Item 5.
Operating and Financial Review and Prospects – Financial Resources – Israeli Debt Offering. The shelf prospectus would
typically be effective for two years, unless extended with the consent of the Israeli Securities Authority. In September 2022, the
term of the prospectus was extended until September 29, 2023.
79
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, transactions
for the purchase or sale of goods or services, with certain affiliated entities or other entities in which an Office Holder of the
Company serves as a director or in which the person has an interest, or investment therein. The Company also has employment
agreements and compensation-related engagements with its Office Holders, entered into in the ordinary course of business (see
Item 6. Directors, Senior Management and Employees –Compensation of Directors and Executive Officers and Item 10.
Additional Information –Exemption, Insurance and Indemnification of Directors and Officers).
The Company does not believe its transactions with related parties during the annual period commencing on
January 1, 2022 are either material to the Company or unusual in their nature or conditions. Certain transactions with related
parties may also require special approvals under the Companies Law. For further information see Item 10. Additional
Information – Approval of Certain Transactions.
For further information regarding certain transactions between the Company and related parties 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 2022, these sales were
approximately $4.4 billion, constituting approximately 81% 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 – 2022 Compared to 2021 –
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.
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:
(US dollars)
Year
2020
2021
2022
Dividend
1.67 per share
1.86 per share
1.96 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, 2022.
80
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’ Articles of Association.
Purpose. Our purpose, as stated in Article 3 of the Articles of Association, includes any lawful purpose. In
addition, Article 3 permits us to contribute reasonable amounts to worthy causes.
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.
Office Holders
An “Office Holder” is defined under the Companies Law as a 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 as
well as a director 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.
81
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 Office 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, directors affiliated with any such companies will be
excluded from any decisions concerning the 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.
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 (as defined below);
(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;
82
(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 (1) above; or
(3) the spouse of any of the persons mentioned in (1) or (2) above.
Approval of Transactions
In accordance with the Companies Law the transactions specified below require the following approvals, provided
always that such transactions are 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
(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 (in addition, if he or she is an Office Holder - regarding the terms of his engagement and
employment, or if he or she is an employee that is not an Office Holder - regarding his or her
employment with the Company); 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.
83
Certain 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 in the manner set out in the Companies Law. Re-approval when applicable is
required by the audit committee or the compensation committee, as the case may be, and by 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 public company such as Elbit Systems is also required to
determine whether to carry out competitive or other procedures before any engagement in a transaction, even if such transaction
is not an Extraordinary Transaction, 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 the company will obtain the approval of the shareholders for any Employment Terms arrangement with (i) the 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). Such shareholders' approval
requires a Special Uninterested Majority, except with respect to Employment Terms of a director that are consistent with the
company's compensation policy. 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 reasoning; 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.
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.
84
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 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 (1) 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.
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;
85
(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;
(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;
86
(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;
(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 or Compensation
Committee (as the case may be) 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. Pursuant to the Compensation Policy, the coverage limit
under each such insurance policy will not exceed $200 million, and the insurance policy terms, as well as the premium paid by
the Company will reflect the current market conditions with respect to the Company and the nature of its operations. For
additional information, see Item 6. Directors, Senior Management and Employees ‒ Compensation of Directors and Executive
Officers - 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.
87
In a meeting held on February 16, 2023, 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 April 3, 2023,
the D&O policy’s limit of liability was $100 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.
In addition, our Compensation Policy authorizes the Company, subject to applicable law and the Company’s
Articles of Association, to exempt our Office Holders, from liability for violating their duty of care towards the Company.
However, such exemption will not apply with respect to any decision or transaction in which a controlling shareholder,
executive officer or director of the Company (even if such shareholder, executive officer or director is not the one who is
exempted) has a personal interest. At the April 2021 General Meeting, our shareholders, following recommendation of our
Compensation Committee and the approval of our Board, approved providing an exemption letter reflecting the above
conditions and limitations to Bezhalel Machlis, our President and CEO, and to the Company's current and future directors
(including to Michael Federmann, who may be considered a direct or indirect controlling shareholder of the Company, and to
his son David Federmann). Similar letters were also approved by the Compensation Committee and the Board for exemption of
other Office Holders of Elbit Systems who are not directors. The exemption letters granted to Michael Federmann and David
Federmann are valid until April 2024.
Share Capital
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 44,347,648 ordinary shares
were issued and outstanding as of April 3, 2023. All issued and outstanding ordinary shares are fully paid and non-assessable.
For information regarding changes in share capital, see the Description of Securities filed as Exhibit 2.1 to this annual report
(the Description of Securities) under “Share Capital”.
Rights, Preferences and Restrictions of Shares
For information regarding voting rights, dividend rights and other rights generally applicable to our ordinary
shares, including action necessary to change the rights of holders of our ordinary shares, see 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”.
88
Taxation
Israeli Tax Considerations
General
The following is a brief summary of 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.
The following also contains a discussion of certain material Israeli and U.S. tax consequences applicable to our
shareholders. This summary does not discuss all the tax aspects that may be relevant to a particular shareholder in light of its,
his or her personal circumstances, including shareholders that may be subject to special treatment such as partnerships, trusts or
traders in securities who are subject to special tax regimes not covered under this discussion. 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.
Our 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 our consolidated financial statements does
not directly relate to income reported on these statements.
SHAREHOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS AS TO THE ISRAELI OR
OTHER TAX CONSEQUENCES OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF OUR ORDINARY
SHARES, INCLUDING, IN PARTICULAR, THE EFFECT OF ANY NON-U.S., STATE OR LOCAL TAXES.
General Corporate Tax in Israel
Israeli companies are generally 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.
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 the primary activity of which in a particular tax year is industrial manufacturing activity.
Below are the main tax benefits available to an Industrial Company:
• amortization of the cost of purchased patent, rights to use a patent, and know-how, which were purchased in
good faith and are used for the development or advancement of the Industrial Enterprise, over an eight-year
period, commencing on the year in which such rights were first exercised;
• under limited conditions, an election to file consolidated tax returns with controlled Israeli Industrial
Companies;
• expenses related to a public offering are deductible in equal amounts over three years commencing on the year
of the offering.
We believe Elbit Systems qualifies as an Industrial Company. See further Item 18. Financial Statements - Note
18A(2). There can be no assurance that we will continue to qualify as an Industrial Company or that the tax benefits described
above will be available in the future.
89
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.
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).
On November 15, 2021, the Israeli government approved the Economic Efficiency Bill (Legislative Amendments
for Attaining Budgetary Objectives for the 2021 and 2022 Budget Years) - 2021 (the Economic Efficiency Bill) regarding
repatriation of retained exempt earnings from Approved Enterprises and Privileged Enterprises (Exempt Earnings). The
Economic Efficiency Bill includes a temporary provision, effective as of August 15, 2021, offering relief of 30% to 60% on the
amount of tax which would otherwise have been required to be paid on distributable earnings, in order to encourage companies
to pay the reduced taxes during the next 12 months (the Temporary Provision). The Temporary Provision provides partial relief
from Israeli corporate income tax for companies that elect the offered benefit, on a linear basis, resulting in a greater release of
Exempt Earnings and greater relief from corporate income tax. According to the new linear statutory formula, the corporate
income tax to be paid on Exempt Earnings accumulated until December 31, 2020 that were not yet distributed as a dividend
(Selected Accumulated Income) would vary from a 6% to 17.5% effective tax rate (depending on the company’s corporate tax
rate in the year in which the income was derived and the amount of Exempt Earnings elected to be relieved), without taking into
account the 15% dividend withholding tax (which should be levied only upon actual distribution, if any). The reduced corporate
tax is payable within 30 days of making the election. The Temporary Provision does not require the actual distribution of the
Selected Accumulated Income, nor does it provide any relief from the 15% dividend withholding tax.
The partial corporate income tax relief is available to companies that elected to implement the Temporary
Provision by November 15, 2022 in respect of Exempt Earnings accrued up to December 31, 2020, provided that up to 30%
(the exact rate is calculated according to a new statutory formula) of the “released” Selected Accumulated Income is re-invested
in Israel through at least one of the following: industrial activities, research and development activities, assets used by the
company or salaries of newly recruited employees.
As part of the Temporary Provision, Article 74 of the Investment Law was amended and as a result, starting
August 15, 2021, a company with Exempt Earnings that distributes dividends will have to attribute a portion of the distributed
sum to Exempt Earnings, and a portion to non-exempt earnings, on a pro-rata basis. The Company elected to implement the
Temporary Provision to “release” approximately $784 million of Exempt Earnings and as a result pay the reduced corporate tax
in an amount of approximately $80 million. The amount was paid in 2022.
Tax on IP-based Income. In 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 $2.8 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 development
zone “A”, the tax rate is further reduced to 7.5%. Additionally, subject to meeting applicable conditions, withholding tax on
dividends may 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).
90
Capital Gains to a Shareholder
General. Israeli law generally imposes a capital gains tax on the sale or disposition of any capital assets by Israeli
residents, as defined for Israeli tax purposes, and on the sale of capital assets located in Israel, including shares in Israeli
companies, by both Israeli residents as well as non-Israeli residents, unless a specific exemption is available or unless a tax
treaty between Israel and the shareholder’s country of residence provides otherwise. The Ordinance distinguishes between real
gain and inflationary surplus. The inflationary surplus is a portion of the total capital gain equivalent to the increase of the
relevant asset’s purchase price attributable to an increase in the Israeli consumer price index, or, in certain circumstances, a
foreign currency exchange rate, between the date of purchase and the date of sale. Inflationary surplus is currently not subject to
tax in Israel. The real gain is the excess of the total capital gain over the inflationary surplus.
Capital gains to Israeli residents. The tax rate on capital gains to a “non-principal” individual shareholder (those
persons holding less than 10% of any of our means of control) is 25%, and a tax rate for an individual “principal” shareholder
(those persons holding 10% or more of any of our means of control) is 30%. Individuals who are subject to income tax in Israel
(whether any such individual is an Israeli resident or non-Israeli resident) are also subject to an additional surtax tax at a rate of
3% on annual income (including, but not limited to, income derived from dividends, interest and capital gains) exceeding NIS
663,240 (approximately $188,500) for 2022, which amount is linked to the annual change in the Israeli consumer price index.
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.
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 Israeli
residents (i) have a controlling interest of more than 25% in any of the means of control of such non-Israeli corporation or (ii)
are the beneficiaries or are entitled to 25% or more of the revenues or profits of such non-Israeli corporation, whether directly
or indirectly. Moreover, a sale of shares by a non-Israeli resident may be exempt from Israeli capital gains tax under the
provisions of an applicable tax treaty. For example, the United States - Israel tax treaty generally exempts United States
residents who hold less than 10% of our voting rights, and who never held 10% of our voting rights during any part of the
twelve months prior to a sale of their shares, from Israeli capital gains tax in connection with such sales under certain
circumstances and subject to meeting applicable conditions.
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 the stock of which is traded on a stock exchange
withholds tax at the rate of 25% from dividends paid to a shareholder if the shares are registered with a nominee company
(whether the recipient is a “principal” shareholder or not). Dividends distributed from “Preferred Income” under Preferred
Enterprise status (see above “Investment Law”) are subject to a withholding tax rate of 20%, subject to a reduced tax rate under
the provisions of applicable double taxation treaties. Following Elbit Systems' election in February 2022 to implement the
Temporary Provision and pay a reduced tax on distribution of the Selected Accumulated Income, dividends distributed in the
future will include the Selected Accumulated Income, the withholding tax rate for which will be calculated according to the
proportion between the Selected Accumulated Income and the total accumulated earnings as of December 31, 2020.
Accordingly, the aggregate withholding tax rate on those dividends for individuals and non-residents is expected to be
approximately 17%.
Income tax for non-residents of Israel. Non-residents of Israel (whether individuals or corporations) 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).
91
In light of Elbit Systems’ election in February 2022 to implement the Temporary Provision and pay a reduced tax
on distribution of the Selected Accumulated Income (see above “Investment Law”), dividends to be distributed after such
election will include the Selected Accumulated Income, and the withholding tax rate on them will be calculated according to the
proportion between the Selected Accumulated Income and the total accumulated earnings as of December 31, 2020.
Accordingly, the aggregated withholding tax rate on those dividends for individuals and non-residents is expected to be
approximately 17%.
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 a condition that no more
than 25% of Elbit Systems’ gross income for the prior tax year consists of interest, other than interest received from banking,
financing or similar businesses or from certain subsidiaries. In light of Elbit Systems' election in February 2022 to implement
the Temporary Provision and pay a reduced tax on distribution of the Selected Accumulated Income, dividends distributed after
such election will include the Selected Accumulated Income, and the withholding tax rate on them will be calculated according
to the proportion between the Selected Accumulated Income and the total accumulated earnings as of December 31, 2020.
Accordingly, the aggregated withholding tax rate on those dividends for individuals and non-residents is expected to be
approximately 17%.
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.
A non-Israeli resident who receives dividends from which tax was duly withheld is generally exempt from the
obligation to file tax returns in Israel with respect to such income, provided that (i) such income was not generated from
business conducted in Israel by the taxpayer; (ii) the taxpayer has no other taxable sources of income in Israel with respect to
which a tax return is required to be filed, and (iii) the taxpayer is not liable to Surtax (as further explained below).
U.S. Shareholders (as defined in “United States Federal Income Tax Considerations” below), 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.
Surtax
Individuals who are subject to income tax in Israel (whether any such individual is an Israeli resident or non-
Israeli resident) are also subject to an additional tax at a rate of 3% on annual income (including, but not limited to, income
derived from dividends, interest and capital gains) exceeding NIS 698,280 (approximately $201,000) for 2023, which amount is
linked to the annual change in the Israeli consumer price index.
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. Each shareholder should consult his or her own tax
advisor as to the specific tax consequences of purchasing, holding or transferring our shares.
92
United States Federal Income Tax Considerations
General
The following is a summary of material U.S. federal income tax considerations relevant to the acquisition,
ownership and disposition of our ordinary shares by a “U.S. Shareholder”, which, for these purposes, means a beneficial owner
of ordinary shares that is a citizen or resident of the United States, a U.S. domestic corporation, or that otherwise is subject to
U.S. federal income taxation on a net income basis in respect of such ordinary shares.
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 state, local or foreign taxes, the U.S. federal estate and gift taxes, the Medicare
contribution tax applicable to net investment income of certain non-corporate U.S. Shareholders, or alternative minimum tax
consequences of acquiring, holding or disposing of ordinary shares. 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.
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 or currency-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 who acquired our 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, entities or arrangements that are treated as
partnerships for U.S. federal income tax purposes (or partners therein), persons whose functional currency is not the U.S. dollar,
and persons owning (directly, indirectly or by attribution) 10% or more of our shares (by vote or value).
If a partnership or other entity treated as a partnership for U.S. federal income tax purposes holds our ordinary
shares, 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 ADVISORS 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 income, as ordinary dividend income, the U.S. dollar amount of any distribution of cash
or property on our ordinary shares to the extent such distribution is paid out of our current or accumulated earnings and profits,
as determined for U.S. federal income tax purposes. We do not intend to compute earnings and profits under U.S. tax
principles. U.S. Shareholders therefore should expect that all distributions with respect to our ordinary shares will be treated for
U.S. federal income tax purposes as dividends. Dividends paid with respect to our ordinary shares do not qualify for the
dividends-received deduction applicable in certain cases to U.S. corporations.
Subject to certain exceptions for short-term positions, dividends received with respect to our ordinary shares by a
U.S. Shareholder that is an individual, trust, or estate generally will be subject to tax at preferential tax rates if the dividends are
“qualified dividends.” Dividends paid on our ordinary shares will be treated as qualified dividends if the ordinary shares are
readily tradable on an established securities market in the United States and we were not, in the year prior to the year in which
the dividend was paid, and are not, in the year in which the dividend is paid, a passive foreign investment company (a “PFIC”).
93
The ordinary shares are listed on the Nasdaq and will qualify as readily tradable on an established securities
market in the United States so long as they are so listed. Based on our audited financial statements and relevant market and
shareholder data, we do not believe we were treated as a PFIC with respect to our 2021 and 2022 taxable years and do not
expect to be treated as a PFIC for our current taxable year or in the reasonably foreseeable future. See “Passive Foreign
Investment Company Rules”, below.
There is no assurance that dividends received with respect to our ordinary shares by U.S. Shareholders from Elbit
Systems will be eligible for such preferential tax rates. Each U.S. Shareholder of ordinary shares is urged to consult his or her
own tax advisor regarding the availability to him or her of the reduced dividend tax rate in light of his or her own particular
situation.
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 we distribute 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 generally 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.
Subject to generally applicable limitations and conditions, Israeli dividend withholding tax paid at the appropriate
rate applicable to the U.S. Shareholder may be eligible for a credit against such U.S. Shareholder’s U.S. federal income tax
liability. These generally applicable limitations and conditions include new requirements recently adopted by the IRS, and any
Israeli tax will need to satisfy these requirements in order to be eligible to be a creditable tax for a U.S. Shareholder. In the case
of a U.S. Shareholder that is eligible for, and properly elects, the benefits of the tax treaty between Israel and the United States,
the Israeli tax on dividends will be treated as meeting the new requirements and therefore as a creditable tax. In the case of all
other U.S. Shareholders, the application of these requirements to the Israeli tax on dividends is uncertain and we have not
determined whether these requirements have been met. If the Israeli dividend tax is not a creditable tax for a U.S. Shareholder
or the U.S. Shareholder does not elect to claim a foreign tax credit for any foreign income taxes, the U.S. Shareholder may be
able to deduct the Israeli tax in computing such U.S. Shareholder’s taxable income for U.S. federal income tax purposes.
Dividend distributions will constitute income from sources without the United States and, for U.S. Shareholders
that elect to claim foreign tax credits, generally will constitute “passive category income” for foreign tax credit purposes. The
availability and calculation of foreign tax credits and deductions for foreign taxes depend on a U.S. Shareholder’s particular
circumstances and involve the application of complex rules to those circumstances. U.S. Shareholders should consult their own
tax advisors regarding the application of these rules to their particular situations.
Sale, exchange or other disposition
Subject to the discussion below under “Passive Foreign Investment Company Rules”, upon the sale, exchange or
other taxable disposition of ordinary shares, a U.S. Shareholder generally will recognize capital gain or loss equal to the
difference between the amount realized on the sale, exchange or other disposition and the U.S. Shareholder’s adjusted tax basis
in the ordinary shares, in each case, as determined in U.S. dollars. 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.
94
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 gain or loss for U.S. foreign tax credit purposes. Under the new foreign tax credit requirements
recently adopted by the IRS, any Israeli tax imposed on the sale or other disposition of the ordinary shares generally will not be
treated as a creditable tax for U.S. foreign tax credit purposes. If the Israeli tax is not a creditable tax, such tax would reduce the
amount realized on the sale or other disposition of the ordinary shares even if the U.S. Shareholder has elected to claim a
foreign tax credit for other taxes in the same year. U.S. Shareholders should consult their own tax advisors regarding the
application of the foreign tax credit rules to a sale or other disposition of the ordinary shares and any Israeli tax imposed on
such sale or disposition.
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.
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 value of its assets (generally determined on the basis of a quarterly average) is attributable to assets that produce, or are held
for the production of, passive income. Based on our audited financial statements and relevant market and shareholder data, we
do not believe we were treated as a PFIC with respect to our 2021 and 2022 taxable years, and do not expect to be a PFIC for
our current taxable year or in the reasonably foreseeable future. However, this conclusion is a factual determination that must be
made at the close of each year and is based on factors that may be outside of our control, including, among other things, the
valuation of our ordinary shares and assets, which will likely change from time to time. Therefore, there is no assurance that we
will not be classified as a PFIC in the future due to, for example, changes in the composition of our assets or income, or
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 even if we no
longer meet the threshold requirements discussed above, unless the U.S. Shareholder has made a “deemed sale” election once
we are no longer a PFIC).
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 that taxable year for individuals or corporations, as
appropriate, and an interest charge would be imposed. Further, to the extent that the distributions received by a U.S.
Shareholder on our ordinary shares in a taxable year during which we are treated as a PFIC exceed 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, those distributions would be subject to taxation in the same manner as gain on the sale or other disposition
of ordinary shares, 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 its pro rata share in any of our subsidiaries that also are PFICs, and will be
subject to the PFIC rules with respect to each such subsidiary PFIC. 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.
Foreign Financial Asset Reporting
Certain U.S. Shareholders that own “specified foreign financial assets” with an aggregate value in excess of
$50,000 on the last day of the taxable year or $75,000 at any time during the taxable year are generally required to file an
information statement along with their tax returns, currently on Form 8938, with respect to such assets. “Specified foreign
financial assets” include any financial accounts held at a non-U.S. financial institution, as well as securities issued by a non-
U.S. issuer that are not held in accounts maintained by financial institutions. The understatement of income attributable to
“specified foreign financial assets” in excess of $5,000 extends the statute of limitations with respect to the tax return to six
years after the return was filed. U.S. Shareholders that fail to report the required information could be subject to substantial
penalties. Prospective investors are encouraged to consult with their own tax advisors regarding the possible application of
these rules, including the application of the rules to their particular circumstances.
95
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.
96
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, 2022 and December 31, 2021, the notional amount of our outstanding forward contracts was
$3,763.0 million and $3,069.3 million, respectively. Most of these contracts met the requirements of hedge accounting.
The table below provides information regarding our derivative instruments held in order to limit the exposure to
exchange rate fluctuation as of December 31, 2022. The table does not include information regarding the cross-currency interest
rate swap transactions in order to effectively hedge the effect of interest and exchange rate differences resulting from the Series
B Notes issued during 2021 (see “Interest Rate Risk Management” below).
Maturity Date - Notional Amount - (US dollars in millions)
2023
2024
2025
2026
2027
Total
Fair Value
at 12/2022
Buy US$ and sell:
EUR
GBP
NIS
Other currencies
Total
354.2
85.5
286.2
268.8
994.7
457.2
37.6
—
77.0
571.8
4.6
3.5
—
24.4
32.5
—
0.7
—
12.6
13.3
1,032.7
138.0
286.2
433.6
1,890.5
42.8
10.8
8.4
2.3
64.3
216.7
10.7
—
50.8
278.2
97
Maturity Date - Notional Amount - (US dollars in millions)
Sell US$ and buy:
EUR
GBP
NIS
Other currencies
Total
2023
2024
2025
2026
2027
Total
Fair Value
at 12/2022
267.2
1.3
1,276.8
13.2
1,558.5
148.8
—
82.4
—
231.2
36.6
—
—
—
36.6
21.0
—
—
—
21.0
25.2
—
—
—
25.2
498.8
1.3
1359.2
13.2
1872.5
(47.3)
(0.1)
(68.5)
(0.4)
(116.3)
At December 31, 2022, 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 gains of $1.7 and $7.0 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 $1.3 and $5.2 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, 2022 our liquid assets and obligations were comprised of cash and cash equivalents, bank
deposits, short and long-term loans and Notes. Our deposits were mainly in U.S. dollars.
In 2020, we borrowed NIS 0.7 billion from a financial institution. The loan bore a fixed interest rate of 1.5% per
annum, and was 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 NIS at a fixed 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 loans were repaid during 2021.
In 2021, we issued NIS 1.9 billion (approximately $575 million) in Series B, C and D Notes. Following the
issuance of the Series B Notes we 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 Notes. Under the cross-currency interest rate swaps, the
Series B Notes were adjusted to the changes of the NIS to the U.S.dollar and will pay a fixed U.S. dollar interest rate of 1.92%
per annum. During 2022 we paid the first installment of the Notes in the amount of approximately $65 million and as of
December 31, 2022 the balance of the Notes was approximately $481 million.
In 2021, we borrowed $445 million from a financial institution. The loan bears a floating interest rate of a tier-
based margin between 1.20 % and 2.00%, plus the three months U.S. dollar Libor per annum. The interest rate will change
according to the Company meeting a certain financial ratio. The loan will mature in 2026. During 2021 and 2022 we paid part
of the loan and as of December 31, 2022 the balance of the loan was $215 million.
The remaining debt is mainly short and long-term loans in U.S. dollars.
Item 12. Description of Securities Other than Equity Securities.
Not applicable.
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.
98
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, 2022, 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, 2022. 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, 2022, our internal control over financial
reporting was effective.
The effectiveness of our internal control over financial reporting as of December 31, 2022 has been audited by
Kost Forer Gabbay & Kasierer (Kost), a member of Ernst & Young Global (EY), an independent registered public accounting
firm (PACOB) (IB:1281), as stated in their report included in Item 18. Financial Statements.
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.
99
Enterprise Resource Planning (ERP) Implementation. We are advancing 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, which has been occurring in phases, began in 2020 with the migration of certain of our operational and financial
systems in our corporate headquarters and certain other locations to the new ERP system 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 the
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. See also Item 6. Directors, Senior Management and Employees – Directors and
Executive Officers – Board of Directors.
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: www.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.
Item 16C. Principal Accountant Fees and Services.
At the annual general shareholders meeting held in November 2022, 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:
(U.S. dollars in thousands)
Audit Fees
Tax Fees
Other Fees
Total
Year Ended
December 31,
2022
Year Ended
December 31,
2021
$
$
4,383
$
400
119
4,902
$
4,486
306
50
4,842
“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.
100
“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 2022 or fiscal year 2021.
Our Audit and Financial Statements Review Committee has adopted a pre-approval policy for the engagement of
our independent auditors to perform audit and permitted 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. Any proposed services exceeding the pre-
approved fees or which include 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 2022.
Item 16F. Changes in Registrant’s Certifying Accountant.
Not Applicable.
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 2018 Equity 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 2018 Equity 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). In
2022, our Board approved the establishment of the Employees Plan and authorized the grant of up to 1,100,000 options to
purchase our ordinary shares. In lieu of Nasdaq Marketplace Rule 5635(c), the Company follows home country practice, which
did not require shareholder approval in connection with the establishment of the 2018 Equity Plan or the Employees Plan. See
also Item 6. Directors, Senior Management and Employees – Share Ownership – Elbit Systems’ Stock Option Plans – 2018
Equity Incentive Plan for Executive Officers and 2022 Equity Incentive Plan for Employees.
Item 16H. Mine Safety Disclosure.
Not applicable.
101
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
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.
102
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 I – Valuation and Qualifying Accounts
Page
F-2
F-8
F-10
F-11
F-12
F-15
F-17
S-1
(b)
Exhibits
Description
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)
Description of Amendment to the Terms of Office and Employment of the Company’s President and Chief
Executive Officer(4)
Elbit Systems Ltd. 2018 Equity Incentive Plan for Executive Officers(5)
Elbit Systems Ltd. 2022 Equity Incentive Plan for Employees(6)
Elbit Systems Ltd. Compensation Policy for Executive Officers and Directors(7)
Summary of IMI Acquisition Agreements(8)
Major Operating Subsidiaries of Elbit Systems
Certification of Chief Executive Officer of the Registrant pursuant to Rules 13a-14 and 15d-14 under the Securities
Exchange Act of 1934, as amended
Certification of Chief Financial Officer of the Registrant pursuant to Rules 13a-14 and 15d-14 under the Securities
Exchange Act of 1934, as amended
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
Consent of Kost Forer Gabbay & Kasierer
Inline XBRL Interactive Data File
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
#
1.1
1.2
2.1
4.1.1
4.1.2
4.2.1
4.2.2
4.3
4.4
8
12.1
12.2
13.1
13.2
15
101
104
103
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
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.
Filed as Exhibit A to Elbit Systems’ proxy statement dated March 3, 2021, filed as Exhibit 1 to Elbit Systems’
Report of Foreign Private Issuer on Form 6-K, filed with the SEC on March 3, 2021, 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 24, 2021, and
incorporated herein by reference.
Filed as Exhibit 4.2.2 to Elbit Systems’ annual report on Form 20-F, filed with the SEC on April 7, 2022, and
incorporated herein by reference.
Filed as Exhibit A to Elbit Systems’ proxy statement dated March 3, 2021, filed as Exhibit 1 to Elbit Systems’
Report of Foreign Private Issuer on Form 6-K, filed with the SEC on March 3, 2021, and incorporated herein by
reference.
Filed as Exhibit 4.4 to Elbit Systems’ annual report on Form 20-F, filed with the SEC on March 19, 2019, and
incorporated herein by reference.
104
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: May 1, 2023
ELBIT SYSTEMS LTD.
By:
Name:
Title:
/s/ BEZHALEL MACHLIS
Bezhalel Machlis
President and Chief Executive Officer
(Principal Executive Officer)
105
ELBIT SYSTEMS LTD. AND
SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
As of December 31, 2022
ELBIT SYSTEMS LTD. AND
SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
As of December 31, 2022
in thousands of U.S. dollars
C O N T E N T S
REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID:1281)
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 - 6 - F - 9
F - 10
F - 9
F - 12 - F - 14
F - 13 - F - 16
F - 17 - F - 76
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. and subsidiaries (the “Company”) as of
December 31, 2022 and 2021, 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, 2022, and the related notes, and financial statement
schedule listed in the Index at Item 19 (collectively referred to as the “consolidated financial statements"). In our opinion, the
consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31,
2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31,
2022, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(“PCAOB”), the Company's internal control over financial reporting as of December 31, 2022, 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 May 1, 2023, expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on
the Company’s 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 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 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 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 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 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 financial statements. We believe that our audits provide a reasonable basis for our opinion.
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.
F - 2
Title
Description of the
Matter
Kost Forer Gabbay & Kasierer
144 Menachem begin St.
Tel-Aviv 6492102, Israel
Tel: +972-3-6232525
Fax: +972-3-5622555
ey.com
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. Finally, we
assessed the appropriateness of the related disclosures in the consolidated financial statements.
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
Defined Benefit Pension Plan Obligations
Description of the
Matter
As described in note 17, as of December 31, 2022, the Company’s aggregate defined benefit pension
obligation was $646 million and exceeded the fair value of pension plan assets of $280 million,
resulting in an unfunded defined benefit pension obligation of $366 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.
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 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. In addition, we evaluated
the appropriateness of the related disclosures in the consolidated financial statements.
/s/ Kost Forer Gabbay & Kasierer
A member of Ernst & Young Global
We have served as the Company's auditor since 2003.
Tel Aviv, Israel
May 1, 2023
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. and subsidiaries’ internal control over financial reporting as of December 31, 2022, 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 Ltd. and subsidiaries’ (the
“Company”) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022,
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 the Company as of December 31, 2022 and 2021 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, 2022, and the related notes and financial statement schedule listed in the Index at Item 19 and our report dated
May 1, 2023, expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s 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 the Company's 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
May 1, 2023
F - 5
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
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
Note
December
31, 2022
December
31, 2021
$
211,108
1,040
2,574,605
298,698
1,946,326
5,031,777
$
258,993
1,185
2,770,124
279,228
1,670,474
4,980,004
159,604
374,054
112,525
20,025
227,786
893,994
182,553
316,074
133,505
65,274
301,192
998,598
405,446
416,383
949,207
902,684
1,502,494
1,550,552
432,733
469,123
3
4
5
6
7
8
18F
2R
9
10
11
11
TOTAL ASSETS
$ 9,215,651
$ 9,317,344
F - 6
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 B, C and D Notes
Operating lease liabilities
Trade payables
Other payables and accrued expenses
Contract liabilities
Total current liabilities
LONG-TERM LIABILITIES:
Long-term loans, net of current maturities
Series B, C and D Notes, net of current maturities
Employee benefit liabilities
Deferred income taxes and tax liabilities, net
Contract liabilities
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, 2022 and 2021; Issued and outstanding
44,344,206 and 44,255,563 shares as of December 31, 2022 and 2021, respectively.
Additional paid-in capital
Accumulated other comprehensive loss
Retained earnings
Total Elbit Systems Ltd. equity
Non-controlling interests
Total equity
Note
December
31, 2022
December
31, 2021
115,076
76,555
69,322
1,067,818
1,171,357
1,777,161
4,277,289
$
27,676
78,682
76,778
1,023,679
1,314,321
1,502,955
4,024,091
264,541
415,537
618,088
72,965
217,075
344,585
247,896
2,180,687
356,624
528,324
884,353
141,451
293,984
386,644
155,610
2,746,990
$
12
15,16
9
13
14
15
16
2R,17
18F
14
9
20
21
22
12,786
431,429
(71,558)
2,382,564
2,755,221
2,454
2,757,675
12,762
420,966
(97,857)
2,195,764
2,531,635
14,628
2,546,263
TOTAL LIABILITIES AND EQUITY
$ 9,215,651
$ 9,317,344
The accompanying notes are an integral part of the consolidated financial statements.
F - 7
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 of affiliated companies and
partnerships
Net income
Year Ended
December
31, 2022
Year Ended
December
31, 2021
Year Ended
December
31, 2020
Note
2S, 23
$ 5,511,549
$ 5,278,521
$ 4,662,572
4,138,266
1,373,283
3,920,473
1,358,048
3,497,465
1,165,107
24
6C, 9D, 10(4)
25
26
18D
6B
435,650
326,020
313,047
(68,918)
1,005,799
367,484
(51,364)
(23,562)
292,558
(24,131)
268,427
395,087
291,751
267,362
(14,660)
939,540
418,508
(40,393)
5,336
383,451
(131,387)
252,064
359,745
290,703
223,935
(34,963)
839,420
325,687
(71,270)
7,408
261,825
(36,443)
225,382
7,042
22,599
12,604
$
275,469
$
274,663
$
237,986
Less: net income attributable to non-controlling interests
(21)
(313)
(328)
Net income attributable to Elbit Systems Ltd.’s shareholders
$
275,448
$
274,350
$
237,658
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
$
$
6.21
6.18
$
$
6.21
6.20
$
$
5.38
5.38
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
44,322
44,204
44,198
44,581
44,278
44,215
The accompanying notes are an integral part of the consolidated financial statements.
F - 8
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
Total comprehensive income
Less: comprehensive income attributable to non-controlling interest
Comprehensive income attributable to Elbit Systems Ltd.’s
shareholders
Year Ended
December 31,
2022
Year Ended
December 31,
2021
Year Ended
December 31,
2020
$
275,469
$
274,663
$
237,986
(17,946)
(87,004)
130,329
25,379
300,848
899
(4,193)
71,245
47,915
114,967
389,630
(1,915)
851
(27,482)
(40,791)
(67,422)
170,564
835
$
301,747
$
387,715
$
171,399
(*) Other comprehensive income (loss), net of tax expenses (tax benefit) in the amounts of $1,419, $(6,186) and $1,891 for
the years 2022, 2021 and 2020, respectively.
The accompanying notes are an integral part of the consolidated financial statements.
F - 9
ELBIT SYSTEMS LTD. AND SUBSIDIARIES
STATEMENTS OF CHANGES IN EQUITY
U.S. dollars (In thousands, except share data)
Number of
outstanding
shares
Share
capital
Additional
paid–in
capital
Accumulated
other
comprehensive
income (loss)
Retained
earnings
Non–
controlling
interest
Total
equity
Balance as of January 1, 2020
44,198,330 $ 12,742 $
411,568 $
(144,963) $
1,862,059 $
18,434 $
2,159,840
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
—
—
—
—
—
—
—
—
—
—
—
—
—
4,086
—
—
—
—
—
—
—
(5,484)
—
—
—
(5,484)
4,086
(93,253)
(4,386)
(97,639)
(66,259)
—
—
—
—
237,658
(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 - 10
ELBIT SYSTEMS LTD. AND SUBSIDIARIES
STATEMENTS OF CHANGES IN EQUITY
U.S. dollars (In thousands, except share data)
Number of
outstanding
shares
Share
capital
Additional
paid–in
capital
Accumulated
other
comprehensive
income (loss)
Retained
earnings
Non–
controlling
interest
Total
equity
Balance as of January 1, 2021
44,198,330 $ 12,742 $
415,654 $
(211,222) $
2,000,980 $
13,213 $
2,231,367
Exercise of options
62,538
Stock-based compensation
Dividends paid and declared
Other comprehensive loss, net of tax expense of
$(6,186)
Net income attributable to non- controlling
interests
Net income attributable to Elbit Systems Ltd.'s
shareholders
—
—
—
—
—
20
—
—
—
—
—
—
5,312
—
—
—
—
—
—
—
113,365
—
—
—
—
—
—
20
5,312
(79,566)
(500)
(80,066)
—
—
274,350
1,602
114,967
313
—
313
274,350
Balance as of December 31, 2021
44,260,868 $ 12,762 $
420,966 $
(97,857) $
2,195,764 $
14,628 $
2,546,263
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
Share
capital
Additional
paid–in
capital
Accumulated
other
comprehensive
income (loss)
Retained
earnings
Non–
controlling
interest
Total
equity
Balance as of January 1, 2022
44,260,868 $ 12,762 $
420,966 $
(97,857) $
2,195,764 $
14,628 $
2,546,263
Exercise of options
Stock-based compensation
Deconsolidation of a subsidiary
Dividends paid and declared
Other comprehensive income, net of tax income of
$1,419
Net income attributable to non- controlling interests
Net income attributable to Elbit Systems Ltd.'s
shareholders
83,338
—
—
—
—
—
—
24
—
—
—
—
—
—
—
10,463
—
—
—
—
—
—
—
—
—
26,299
—
—
—
—
—
—
—
24
10,463
(11,275)
(11,275)
(88,648)
—
(88,648)
—
—
275,448
(920)
25,379
21
—
21
275,448
Balance as of December 31, 2022
44,344,206 $ 12,786 $
431,429 $
(71,558) $
2,382,564 $
2,454 $
2,757,675
The accompanying notes are an integral part of the consolidated financial statements.
F - 12
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, B, C and D related issuance costs, net
Deferred income taxes and reserve, net
Gain on sale of property, plant and equipment
Gain on sale of investments, remeasurement of investments held under fair value
method
Equity in net (earnings) losses of affiliated companies and partnerships, net of dividend
received(*)
Changes in operating assets and liabilities, net of amounts acquired:
Decrease (increase) in short and long-term trade and unbilled receivables and contract
assets, net and prepaid expenses
Increase in inventories, net
Decrease (increase) in trade payables, other payables and accrued expenses
Severance, pension and termination indemnities, net
Increase (decrease) in contract liabilities
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, net of cash assumed (Schedule A)
Investments in affiliated companies and other companies, net
Deconsolidation of subsidiary (Schedule B)
Deferred payment on acquisition
Proceeds from sale of property, plant and equipment
Proceeds from sale of investments
Proceeds from sale of (investment in) long-term deposits, net
Investment in short-term deposits
Net cash used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from exercise of options
Repayment of long-term loans
Proceeds from long-term loans
Issuance of Series B, C, D Notes, net of issuance costs
Repayment of Series A, B, C and D Notes
Dividends paid
Change in short-term bank credit and loans, net
Net cash provided by (used in) financing activities
Year Ended
December
31, 2022
Year Ended
December
31, 2021
Year Ended
December
31, 2020
$
275,469 $
274,663 $
237,986
161,290
153,091
144,420
—
10,463
773
(2,219)
(18,995)
—
5,312
399
39,095
(14,457)
7,932
4,086
(46)
(5,345)
(34,926)
(7,360)
(15,153)
(23,572)
11,368
7,724
(7,853)
97,151
(305,058)
(123,289)
(51,689)
192,164
240,068
(205,110)
(12,430)
(4,466)
81,487
(50,749)
24,882
11,651
186
2,567
(151,982)
24
(122,353)
39,547
—
(65,379)
(86,813)
99,003
(135,971)
(430,296)
(336,221)
105,201
9,834
617,740
416,932
(188,624)
(385,011)
(1,828)
—
(60,560)
25,745
16,177
481
5,899
(587,721)
20
(536,062)
476,273
575,249
—
(79,175)
(285,317)
150,988
(508,057)
(69,762)
143,847
31,394
358,730
278,834
(132,210)
218
(8,212)
—
—
71,933
44,200
221
983
(22,867)
—
(370,367)
201,551
—
(55,532)
(78,194)
104,309
(198,233)
Net increase (decrease) 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
(47,885)
(19,801)
57,734
258,993 $
278,794 $
221,060
211,108 $
258,993 $
278,794
18,409 $
30,323 $
9,151
$
$
$
The accompanying notes are an integral part of the consolidated financial statements.
F - 13
ELBIT SYSTEMS LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars (In thousands, except per share data)
SUPPLEMENTAL CASH FLOW ACTIVITIES:
Cash paid during the year for:
Income taxes, net
Interest
Year Ended
December 31,
2022
Year Ended
December 31,
2021
Year Ended
December 31,
2020
$
$
75,593
25,579
$
$
38,168
18,990
$
$
44,212
20,078
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,
2022
Year Ended
December 31,
2021
Year Ended
December 31,
2020
Working capital (deficit), net (excluding cash and cash equivalents )
$
5,085
$
(55,589) $
Property, plant and equipment
Other long-term assets
Goodwill and other intangible assets
Investment in Company accounted for under the equity method
Deferred income taxes
Employee benefit liabilities, net
Long-term liabilities
5,163
—
38,017
(8,191)
(171)
(269)
(27,204)
32,094
1,612
451,101
—
(33,088)
(653)
(10,466)
$
12,430
$
385,011
$
683
24,526
—
(32,482)
—
6,088
967
—
(218)
Schedule B: Deconsolidation of subsidiary
Estimated net fair value of assets and liabilities that exited consolidation
scope was as follows:
Working capital (deficit), net (excluding cash and cash equivalents )
Property, plant and equipment
Other long-term assets
Other long-term liabilities
Other comprehensive income
Non-controlling interest
Gain from deconsolidation
Year Ended
December 31,
2022
Year Ended
December 31,
2021
Year Ended
December 31,
2020
$
(35,901) $
(48,365)
(4,254)
12,870
(3,177)
11,275
(13,935)
$
(81,487) $
—
—
—
—
—
—
—
—
$
$
—
—
—
—
—
—
—
—
Schedule C: Supplemental disclosures of non-cash investing activities
Purchase of property and equipment with accounts payable
$
41,272
$
—
$
—
Year Ended
December 31,
2022
Year Ended
December 31,
2021
Year Ended
December 31,
2020
The accompanying notes are an integral part of the consolidated financial statements.
F - 14
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”) is an Israeli corporation that is approximately 44.15% owned by Federmann
Enterprises Ltd. 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 Elbit Systems of America, LLC
(“ESA”), Elbit Systems Electro-Optics Elop Ltd. (“Elop”), Elbit Systems C4I and Cyber Ltd. (“C4I and Cyber”), Elbit
Systems EW and SIGINT - Elisra Ltd. (“Elisra”), Elbit Systems Land Ltd. (“ELS”) and IMI Systems Ltd. (“IMI”).
Beginning with the year ended December 31, 2022, the Company has revised its segment reporting from one
reportable segment to five reportable segments. For comparative purposes, amounts in prior periods have been recast.
The Company’s five reportable segments are:
1. Aerospace – mainly provides products and systems for airborne platforms, unmanned aerial solutions, PGM
sensors, training and simulators systems as well as commercial aviation systems.
2. C4I and Cyber – mainly provides C4ISR systems, data links and radio communication systems and equipment,
cyber intelligence solutions, autonomous solutions and homeland security solutions.
3.
ISTAR and EW – mainly provides a wide range of electro-optic and laser systems and products and also provides
a wide range of electronic warfare (EW) systems and signal intelligence (SIGINT) systems.
4. Land – mainly provides land-based systems and products for armored and other military vehicles, artillery and
mortar systems, munitions for land, air and sea applications, armored vehicle and other platforms’ survivability
and protection systems.
5. Elbit Systems of America (ESA) – mainly provides products and systems solutions principally to U.S. military,
homeland security, medical instrumentation and commercial aviation customers.
The Company’s segments are organized based on a combination of the nature of products and services offered,
together with a geographic segment (See Note 2AC and Note 23).
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.
F - 15
ELBIT SYSTEMS LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars (In thousands, except per share data)
Note 1 - GENERAL
C.
COVID-19 PANDEMIC IMPACT
In recent years, the Coronavirus disease 2019 (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. Such disruptions also led to global shortages of electronics
and other components, increased costs and extended lead times. Elbit Systems continues to monitor the macro-
economic implications of the COVID-19 pandemic.
In parallel to the measures we have taken to maintain business continuity and deliveries to our customers, we also
continue to work on efficiency initiatives with a number of our suppliers.
During 2021 and 2022 our defense activities, which account for most of our business, were not materially impacted by
the pandemic, although some of our businesses experienced certain disruptions due to government directed safety
measures, travel restrictions and supply chain delays.
The Company believes that as of December 31, 2022, Elbit Systems had a healthy balance sheet, adequate levels of
cash and access to credit facilities that provide liquidity when necessary. The Company has given high priority to cash
management and adequate cash reserves to run the business.
The extent of the impact of COVID-19 on the Company's performance depends on future developments including the
duration and spread of the pandemic, the measures adopted by governments to limit the spread of the pandemic,
including implementation of vaccinations, and resulting actions that may be taken by our customers and our supply
chain, all of which contain uncertainties. As noted in our annual report on Form 20-F, the preparation of financial
reports requires us to make judgments, assumptions and estimates that affect the amounts reported. For our financial
results for the year ended December 31, 2022, we considered the economic impact of the COVID-19 pandemic on our
critical and significant accounting estimates. The expected impact of the COVID-19 pandemic did not have a material
effect on our judgments, assumptions and estimates reflected in the results. However, our future results may differ
materially from our estimates. As events continue to evolve in connection with the COVID-19 pandemic, the estimates
we use in future periods may change materially.
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
D.
ACQUISITIONS AND INVESTMENTS
1. On April 1, 2022 the Company completed the acquisition of 100% of an Israeli affiliated company, Opgal Industries
Ltd. previously held by the Company at 50%, for a purchase price of an amount of approximately $8,000.
2. On November 1, 2022 , the Company completed the acquisition of 100% of a Swiss company, for a purchase price of
approximately $ 24,000, of which approximately $21,000 is contingent consideration, which may become payable on
the occurrence of certain future events.
3. On April 1, 2021, the Company completed the acquisition of BAE Systems Rokar International Ltd. (“Rokar”) for a
purchase price of approximately $31,400, net of cash assumed. Rokar is located in Jerusalem, Israel, and specializes in
the development, manufacture, integration and support of high-end GPS receivers and guidance systems for advanced
defense applications.
Based on a purchase price allocation ("PPA") performed by independent adviser, the fair value of the assets of the
acquired company is estimated as follows :
Net tangible assets and liabilities assumed (current and non-current),
excluding cash and cash equivalents
Technology
Customer relationships
Customer backlog
Goodwill
Fair value
Expected useful lives
$
$
(3,400)
3,800
4,800
1,200
25,000
31,400
15 years
14 years
2 years
Goodwill represents the purchase price paid in excess of the fair value of net tangible and intangible assets acquired.
The results of operations of Rokar were consolidated from the date of acquisition. Proforma information has not been
provided, since the impact of Rokar's financial results was not material to the revenue and net income of the Company.
4. On April 4, 2021, ESA completed the acquisition of Sparton Corporation ("Sparton") from Cerberus Capital
Management, L.P for a purchase price of approximately $350,000 net of cash assumed. Headquartered in De Leon
Springs, Florida, Sparton is a developer, producer and supplier of systems supporting Undersea Warfare for the U. S.
Navy and allied military forces.
The preliminary PPA was based on information available at the time of closing the Sparton acquisition. During 2022,
the Company finalized the PPA for Sparton 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,
2022:
Preliminary
estimated fair
value
Adjustments
Fair value
(65,800) $
45,000
41,700
119,900
14,700
194,500
350,000
(2,600) $
—
—
1,600
11,300
(10,300)
$
(68,400)
45,000
41,700
121,500
26,000
184,200
350,000
Net tangible assets and liabilities assumed, excluding
cash and cash equivalents
Technology
$
IPR&D
Customer relationships
Customer backlog
Goodwill
.
$
F - 17
Average
expected
useful lives
16 years
Indefinite
31 years
3 years
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.)
Goodwill represents the purchase price paid in excess of the fair value of net tangible and intangible assets acquired.
The results of operations of Sparton were consolidated from the date of acquisition. Proforma information has not been
provided, since the impact of Sparton's financial results was not material to the revenue and net income of the
Company.
5.
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, 2022, the contingent consideration was $309.
6. 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.As of December 31, 2021, the contingent consideration was approximately
$30,800.
During 2021 the Company paid the first deferred payment on acquisition in the amount of approximately $60,560.
During 2022 the Company paid the last deferred payment in the amount of approximately $50,749 .
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, 2022 amounted to approximately $57,450 (See Note 8).
During 2022, the Company sold IMI's holdings in 84.98%-owned subsidiary, Ashot Ashkelon Industries Ltd. (TASE:
ASHO), for approximately $81,487. As a result the Company recognized a gain of approximately $7,053.
7. During 2018, an Israeli subsidiary operating in the field 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. 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.
During 2020, due to sale of holdings and third party investment, the Company received proceeds of approximately
$48,000. 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. During 2021, as part of revaluation
of the investment accounted for under the fair value method, the Company recognized gain of approximately $11,100
in other income. During 2022 as part of revaluation of the investment, the Company recognized a loss of
approximately $6,900 in other income.(see Note 6C(1) and Note 26).
F - 18
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
business combinations, impairment of long-lived assets and goodwill, useful lives of long-lived assets, income taxes,
stock-based compensation expenses, post-employment benefits liabilities (including the actuarial assumptions), 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 - 19
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 $26,299, $113,365 and $(66,259), for the years ended December 31, 2022, 2021 and 2020, respectively, by
components:
Unrealized gains
(losses) on
derivative
instruments
Unrealized gains
(losses) with
respect to
pension and
post-retirement
benefit plans
Foreign
currency
translation
differences
Total
$
6,807 $
(106,305) $
(45,465) $
(144,963)
11,798
(57,359)
2,014
(43,547)
(39,280)
16,568
—
(22,712)
(27,482)
(20,675) $
(40,791)
(147,096) $
2,014
(43,451) $
(66,259)
(211,222)
100,900
47,229
(5,795)
111,519
(29,655)
686
—
1,846
71,245
50,570 $
47,915
(99,181) $
(5,795)
(49,246) $
113,365
(97,857)
(138,485)
127,673
(15,743)
(26,555)
51,481
2,656
(1,283)
52,854
(87,004)
(36,434) $
130,329
31,148 $
(17,026)
(66,272) $
26,299
(71,558)
$
$
$
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 January 1, 2021
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, 2022
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, 2022
F - 20
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
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(U)).
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 - 21
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 than 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.
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 2022 and 2021 no impairment was recorded. During 2020 the Company recorded
impairment of approximately $4,400 for one of its affiliated companies.
J.
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 - 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 (Cont.)
J.
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.
K.
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).
L.
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 - 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.)
M.
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%
8%-32%
7%-12%
12%-17% (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 advancing 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 capitalized costs for this ERP system were approximately $29,524 and $22,770, for the years
ended December 31, 2022 and 2021, 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.
N.
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.
O.
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 years ended December 31, 2022 and 2021, no impairment
was recognized. 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). 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 - 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.)
P.
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, 2022, 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.
Q.
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, 2022, 2021 and 2020, amounted to approximately $71,627,
$72,309 and $66,841, respectively.
R.
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 - 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.)
S.
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. At contract inception, the Company also 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. In certain limited instances, we may provide our customers with long-term
financing arrangements which are assessed if they meet the criteria to become a significant financing component. To
the extent such long-term financing creates a significant financing component, it is reflected as a reduction to the
transaction price with a corresponding interest income pro-rata over the credit period. A payment received from
customers in advance of the satisfaction of the corresponding performance obligation for a period extending 12 months
or more that is deemed significant may also be considered to be a significant financing component. To the extent such
an advance payment create a significant financing component, it is reflected as an addition to the transaction price,
with a corresponding interest expense pro-rated over the credit period. 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 - 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.)
S.
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 the governing law or clauses in the contract that typically 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, 2022, 2021 and 2020.
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 - 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.)
S.
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,
2022
Year Ended
December 31,
2021
Year Ended
December 31,
2020
$
$
$
(38,000)
(0.92) %
(32,700)
(0.73)
$
$
$
(8,300)
$
(45,700)
(0.21) %
(1.33) %
(7,200)
(0.16)
$
$
(39,400)
(0.89)
(*) Percentage of cost of revenues during 2020 excludes impairment of assets related to the COVID-19 impact (see
Note 1C).
In addition, the net impact of these EAC adjustments on revenue recognized from the Company's performance
obligations was approximately $(32,800), $(19,600) and $(19,400) for the years ended December 31, 2022, 2021 and
2020, 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,
2022
Year Ended
December 31,
2021
Year Ended
December 31,
2020
$
$
5,105,921
$
4,845,020
$
4,312,010
405,628
433,501
350,562
5,511,549
$
5,278,521
$
4,662,572
Year Ended
December 31,
2022
Year Ended
December 31,
2021
Year Ended
December 31,
2020
$
$
3,478,768
$
3,418,605
$
3,243,785
2,032,781
1,859,916
1,418,787
5,511,549
$
5,278,521
$
4,662,572
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.)
S.
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,
2022
Year Ended
December 31,
2021
$
998,123 $
1,114,048
1,041,843
2,933,560
538,023
1,115,914
2,540,795
507,764
$
5,511,549 $
5,278,521
(1) Including U.S. Foreign Military Financing sales
(2) Including indirect sales
See Note 23 for disaggregation of revenues by segments 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, 2022 was $15.1 billion. The Company expects to recognize
approximately 60% as revenues in 2023 and 2024, with the remainder to be recognized thereafter.
T.
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
Reduction due to deconsolidation of a subsidiary
Balance, at December 31
2022
2021
$ 198,938 $ 224,355
20,250
39,993
(122,022)
(112,634)
468
47,224
(4,484)
—
$
93,150 $ 198,938
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.)
U.
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
standalone 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) 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.
V.
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.
W.
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 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 - 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.)
W.
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 2X).
X.
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 in net earnings on a straight-line basis, which the Company has determined is a systematic
and rational method. 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.
During 2022, the Company updated its accounting policy related to the change in the fair value of the excluded
component , from mark-to-market approach to the amortization approach and the amounts are recognized in other
comprehensive income ("OCI") each period.
The Company believes that the updated approach is more appropriate. The Company analyzed the impact of the
accounting policy change on its financial statements, including prior periods and concluded that the impact was
immaterial.
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 B Notes in 2021 on the Tel Aviv Stock Exchange (see Note 16), the
Company entered into cross-currency interest rate swap transactions with a notional principal of NIS 1.5 billion, to
effectively hedge the effect of interest and exchange rate difference from the NIS Series B Notes. The cross-currency
interest rate swap instruments effectively convert the NIS fixed interest rate of the debt to U.S. dollar fixed interest
rate. The terms of the swap agreements substantially match the terms of the debt. Under the terms of the swap
agreements, the Company pays interest semi-annually in U.S. dollars at an annual weighted rate of 1.92% .
The swap agreements are designated as a cash flow hedge.
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.)
Y.
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.
Z.
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
Level 3 - Unobservable inputs that are supported by little or no market activity.
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.)
Z.
FAIR VALUE OF FINANCIAL INSTRUMENTS (Cont.)
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’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 - 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.)
Z.
FAIR VALUE OF FINANCIAL INSTRUMENTS (Cont.)
Assets and liabilities measured at fair value on a recurring basis are summarized below:
Fair value measurement at December 31, 2022 using:
Description of Assets
Foreign currency derivatives
Premises evacuation building input index receivable
Investments elected to be accounted for using the fair value method
Liabilities
Contingent purchase obligation
Foreign currency derivatives
Cross-currency interest rate swap
Total
Fair value measurement at December 31, 2021 using:
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
$
— $
—
—
83,759 $
—
—
—
—
$
— $
—
(136,043)
(26,018)
(78,302) $
—
57,447
54,469
(49,591)
—
—
62,325
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
Cross-currency interest rate swap
Premises evacuation building input index receivable
Investments elected to be accounted for using the fair value method
Liabilities
Contingent purchase obligation
Foreign currency derivatives
Total
$
$
— $
—
—
—
—
—
— $
87,878 $
27,286
—
—
—
—
51,791
61,244
—
(40,815)
74,349 $
(85,579)
—
27,456
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.)
AA.
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 $60,848 and $32,372 during the years 2022 and 2021, respectively. Financial expenses
related to the sold rights were $2,218, $3,617 and $3,500 for the years ended December 31, 2022, 2021 and 2020,
respectively.
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.
AB.
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, 2022.
AC.
SEGMENT REPORTING
The Company reports segment information based on a management approach. The management approach designates
the internal reporting used by management for making decisions and assessing performance as the source of the
Company’s reportable segments (See Note 23).
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.)
AD.
RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS
The Company adopted ASU 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about
Government Assistance, on January 1, 2022. This ASU requires certain annual disclosures about transactions with a
government that are accounted for by applying a grant or contribution accounting model. The adoption of this standard
did not have a material impact on the consolidated financial statements.
AE.
RECENT ACCOUNTING PRONOUNCEMENTS
In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets
and Contract Liabilities from Contracts with Customers, which requires that an entity (acquirer) recognize and
measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606,
Revenue from Contracts with Customers. The ASU is effective for fiscal years beginning after December 15, 2022,
including interim periods within those fiscal years, with early adoption permitted, and should be adopted prospectively
to business combinations occurring on or after the effective date of the amendments. The Company adopted this
standard in the first quarter of 2023, and the adoption of this standard did not have a significant impact on the
Company’s consolidated financial statements.
In September 2022, the FASB issued ASU 2022-04, Liabilities-Supplier Finance Programs (Subtopic 405-50):
Disclosure of Supplier Finance Program Obligations, which requires a buyer in a supplier finance program to disclose
qualitative and quantitative information about its supplier finance programs. The ASU is effective for fiscal years
beginning after December 15, 2022, including interim periods within those fiscal years, except for the amendment on
roll-forward information for the relevant obligations, which is effective for fiscal years beginning after December 15,
2023. Early adoption is permitted. The ASU should be applied retrospectively to each period in which a balance sheet
is presented, except for the amendment on roll-forward information, which should be applied prospectively. The
Company adopted this standard, except for the amendment on roll-forward information for the relevant obligations, on
January 1, 2023, and the adoption of this standard did not have a significant impact on the Company’s consolidated
financial statements. The Company will adopt the amendment on roll-forward information for the relevant obligations
on January 1, 2024 and does not expect the adoption to have a material impact on the Company’s consolidated
financial statements.
AF.
RECLASSIFICATIONS
Certain financial statement data for prior years has been reclassified to conform to current year financial statement
presentation.
F - 36
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, 2022 and 2021.
Trade and unbilled receivables (1)
Contract assets (2)
Less – allowance for credit loss (3)
$
983,291 $
1,599,055
(7,741)
December 31,
2022
December 31,
2021
1,168,258
1,610,510
(8,644)
$
2,574,605 $
2,770,124
(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 $82,271 and
$55,019, as of December 31, 2022 and 2021, respectively. Trade receivables and contract assets are expected to be
billed and collected during 2023.
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.
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 $821,547 and $916,537, as of December 31, 2022 and 2021, respectively.
(3)
Allowance for credit losses reflects its current estimate of credit losses expected to be incurred over the life of the trade
receivables based on historical experience, current conditions and reasonable and supportable forecasts. The changes
in the allowance for credit losses were as follows:
Balance as of January 1,
Current period provision for expected credit loss
Write-off charges against the allowance for expected credit losses
Balance as of December 31,
As for long-term trade and unbilled receivables. (see Note 7).
2022
2021
$
10,307 $
16,192
301
65
(1,446)
(5,950)
$
9,162 $
10,307
F - 37
ELBIT SYSTEMS LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars (In thousands, except per share data)
Note 4 - OTHER RECEIVABLES AND PREPAID EXPENSES
The following table presents the components of other receivables and prepaid expenses as of December 31, 2022 and 2021.
Cost to obtain
Prepaid IT support services
Prepaid Insurance
Other prepaid expenses
Government institutions
Derivative instruments
Right to use land and buildings
Other
Total
Note 5 - INVENTORIES
December 31,
2022
December 31,
2021
$
26,742 $
29,998
9,554
5,589
90,240
87,203
47,187
2,328
29,855
8,984
4,489
50,348
100,141
55,048
6,225
23,995
$
298,698 $
279,228
The following table presents the components of inventories, net of customer advances as of December 31, 2022 and 2021.
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,
2022
December 31,
2021
$
821,398 $
939,331
202,497
769,174
735,428
179,456
1,963,226
1,684,058
(16,900)
(13,584)
$
1,946,326 $
1,670,474
(*)
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, 2022 and 2021 pre-contract costs were included in inventory in the amount of,
$186,738 and $183,628, respectively.
F - 38
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,
2022
December 31,
2021
$
$
105,135 $
121,309
54,469
61,244
159,604 $
182,553
(1)
(2)
See Note 6B.
See Note 6C.
B.
INVESTMENTS IN COMPANIES ACCOUNTED FOR UNDER THE EQUITY METHOD:
Company A (1)
Company B (2)
Company C (3)
Company D (4)
Other
December 31,
2022
December 31,
2021
$
$
77,632 $
—
18,140
558
8,805
105,135 $
74,137
18,554
17,645
2,645
8,328
121,309
(1)
(2)
(3)
Company A is an Israeli company, 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 2022 and 2021, the Company received dividends in the amount of approximately $6,127 and
$19,946, respectively, from Company A.
Company B is an Israeli company that was held 50% by the Company and 50% by Rafael. Company B focuses
mainly on commercial applications of thermal imaging and electro-optic technologies. In the second quarter of
2022 the Company acquired Rafael's holdings in Company B for an amount of approximately $8,000 (see Note
1D). The Company includes Company B results in its consolidated reports commencing the acquisition date.
During 2022, prior to the acquisition, the Company received dividends in the amount of approximately $7,200
from Company B.
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 2022 and
2021, the Company received dividends in the amount of approximately $4,100 and $4,500, respectively, from
Company C.
(4)
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.
F - 39
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 of affiliated companies and partnerships is as follows:
Company A
Company B
Company C
Company D
Company E (*)
Other
Year Ended
December 31,
2022
Year Ended
December 31,
2021
Year Ended
December 31,
2020
$
9,622 $
10,933 $
10,610
(3,176)
2,230
(2,087)
—
453
(1,195)
3,063
(1,546)
10,899
445
$
7,042 $
22,599 $
435
4,765
(837)
1,549
(3,918)
12,604
(*) Includes a gain of approximately $10,300 in 2021, from the sale of Company E. (See Note 26).
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,
2022
December 31,
2021
$
$
$
422,370 $
135,218
557,588 $
138,113 $
346,777
72,698
$
557,588 $
469,816
157,108
626,924
137,793
260,830
228,300
626,924
Year Ended
December 31,
2022
Year Ended
December 31,
2021
Year Ended
December 31,
2020
$
$
$
294,120 $
317,763 $
111,023 $
129,374 $
24,416 $
15,715 $
327,971
118,888
24,377
F - 40
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)
December 31,
2022
December 31,
2021
$
17,155 $
17,165
2,472
13,677
4,000
$
54,469 $
24,057
12,532
4,978
13,677
6,000
61,244
(1) Company F engages in the field of commercial cybersecurity. During 2020, the Company sold a part of its
holdings in Company F. During 2021, the Company re-evaluated its holdings in Company F and increased its
value in the amount of approximately $11,100. During 2022 the Company re-evaluated its investment in
Company F and decreased its value in the amount of approximately $6,900 (see Note 26).
(2) Company G engages in developing surgeon-centered visualization technologies. During 2019, the Company re-
evaluated its investment in Company G and increased its value in the amount of approximately $3,700.
During 2021, following a third party investments, the Company re-evaluated the fair value of its holdings in
Company G and recognized in other income a gain of approximately $4,800. During 2022, the Company
invested in Company G $1,400 and following third parties investments, the Company re-evaluated the fair value
of its holdings in Company G and recognized in other income a gain of approximately $3,200 (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 2021, the Company
estimated the fair value of its holdings in Company H and recorded a gain of approximately $400 in its fair
value. During 2022 the Company re-evaluated its investment in Company H and decreased its value in the
amount of approximately $2,500 (see Note 26).
(4) Company I is an Israeli Company held 7% 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. During 2021, due to shareholders investment, the Company
estimated the fair value of its holdings in Company I and recorded a gain of approximately $1,000 in its fair
value. (see Note 26).
(5) Company J is an Israeli company of which the Company owns 25% of the outstanding share capital, which is
engaged in the field of tactical ground robotic systems. During 2021, the Company invested in Company J
$1,000. During the first quarter of 2022 the Company invested $2,000 in Company J. During the last quarter of
2022 the Company re-evaluated its investment in Company J and decreased its value in the amount of
approximately $4,000.
F - 41
ELBIT SYSTEMS LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars (In thousands, except per share data)
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,
2022 and 2021.
Trade and unbilled receivables
Contract assets
Less - allowance for credit loss
Total
December 31,
2022
December 31,
2021
$
130,901 $
244,574
(1,421)
123,107
194,630
(1,663)
$
374,054 $
316,074
The majority of the long-term contract assets are expected to be billed and collected during the years 2024-2030. Long-term
trade receivables and contract assets are mainly related to contracts with the IMOD.
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, 2022 and
2021:
Premises evacuation building input index receivable(1)
Derivative financial instruments(2)
Cross-currency interest rate swap(3)
Prepaid expenses for land rights
Long term balances of Non-qualified deferred compensation plan (4)
Deposits with banks and other long-term receivables
December 31,
2022
December 31,
2021
$
$
57,447 $
36,572
—
2,328
9,183
6,995
112,525 $
51,791
32,830
27,286
4,742
11,332
5,524
133,505
(1)
(2)
(3)
(4)
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(6)).
Derivative financial instruments related to long term projects.
During 2021, the Company issued Series B, C and D Notes and entered into a cross-currency interest rate swap
transaction in order to effectively hedge the effect of interest and exchange rate differences related to Series B Notes
that were issued in NIS.
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 $9,183 and $11,332 as of December 31, 2022 and 2021, respectively (see
Note 17).
F - 42
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,
2022
December 31,
2021
Operating lease right of use assets
$
405,446
$
416,383
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
69,322
344,585
$
413,907
$
76,778
386,644
463,422
4.70
3.71%
4.92
2.91%
B.
For the years ended December 31, 2022, 2021 and 2020, cash payments against operating lease liabilities totaled
approximately $90,848, $87,604 and $80,846, respectively, and non-cash transactions to recognize operating assets
and liabilities for new leases totaled approximately $79,357, $58,103 and $127,060, respectively.
Maturities of operating lease liabilities for the next five years are as follows:
2023
2024
2025
2026
2027
2028 and thereafter
Total lease payments
Less imputed interest
Total
December 31,
2022
$
$
$
$
81,344
60,853
49,060
41,873
36,953
237,681
507,764
93,857
413,907
C.
D.
E.
F.
Lease expenses for the years ended December 31, 2022, 2021 and 2020 amounted to $90,134, $84,216 and $79,419,
respectively.
A new lease agreement was signed during 2022, but the commencement date had not initiated as of December 31,
2022 in Israel.
During 2022, the Company recognized a gain of approximately $18,950 related to sale and lease back of buildings by
the Company's subsidiaries in Israel.
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 - 43
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, 2022 and 2021:
Cost (1):
Land, buildings and leasehold improvements (2)
Instruments, machinery and equipment (3)
Office furniture and other
Motor vehicles and airplanes
Total cost
Accumulated depreciation
Depreciated cost
December 31,
2022
December 31,
2021
$
841,988 $
848,926
1,352,749
1,409,998
84,361
51,287
91,736
53,248
2,330,385
2,403,908
(1,381,178)
(1,501,224)
$
949,207 $
902,684
Depreciation expenses for the years ended December 31, 2022, 2021 and 2020 amounted to $112,063, $106,068 and $104,980,
respectively.
(1)
Net of investment grants received (mainly for instruments, machinery and equipment) in the amounts of $39,121 and
$11,924 as of December 31, 2022 and 2021, respectively.
(2)
Set forth below is additional information regarding the real estate owned or leased by the Company (square feet):
Owned
Leased
Israel(A)
2,065,447
6,976,085
U.S.(B)
759,445
1,114,414
Other Countries(C)
1,039,287
632,736
a.
b.
c.
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, Florida and Alabama are located on owned land totaling approximately 109 acres.
In 2022 Elbit Systems of America acquired a subsidiary (under Sparton), which leases three facilities in VA and
in NC, of 38,540 square feet. Universal Avionics Systems Corporation's facilities are located in Arizona,
Washington and Georgia, of which 166,000 square feet are owned and 83,000 square feet are leased.
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 $119,892 and $119,855 as
of December 31, 2022 and 2021, respectively, and capitalized costs related to the new ERP system (see Note 2M).
As for liens on assets – see Notes 21G and 21H.
F - 44
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
December 31,
2022
December 31,
2021
$
402,592 $
392,584
224,110
1,019,286
246,126
147,104
193,323
586,553
$
432,733 $
417,636
401,899
216,945
1,036,480
253,801
135,816
177,740
567,357
469,123
Amortization expenses amounted to $49,227, $47,023 and $39,440 for the years ended December 31, 2022, 2021 and
2020, respectively.
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:
2023
2024
2025
2026
2027 and thereafter
D.
CHANGES IN GOODWILL
Changes in goodwill during 2022 were as follows:
$
44,026
35,093
33,999
33,993
285,622
$ 432,733
Balance, at January 1
Additions (1)
PPA adjustment (2)
Reduction related to deconsolidation of a
subsidiary
Net translation differences (3)
Balance, at December 31
Aerospace
$
C4I and
Cyber
ISTAR and
EW
Land
ESA
2022
62,298 $ 316,656 $ 110,620 $ 652,448 $ 408,530 $ 1,550,552
23,603
(10,260)
2,386
(10,260)
21,217
—
—
—
—
—
—
—
—
(365)
(1,888)
(59,513)
61,933 $ 316,655 $ 130,379 $ 592,871 $ 400,656 $ 1,502,494
(1,888)
(57,689)
—
(1,458)
—
(1)
—
—
$
(1)
(2)
(3)
Additions related to acquisitions. See Notes 1D(1) and 1D(2).
Adjustment related to PPA of a subsidiary acquired in 2021. See Note 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 - 45
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
Loans
Bank credit
Interest %
SOFR + 1.0% - 1.3%
SOFR + 1.0% - 1.3%
December 31,
2022
December 31,
2021
$
$
21,772 $
93,304
115,076 $
27,676
—
27,676
As of December 31, 2022 the SOFR rate of short-term loans was 4.30%.
Note 13 - OTHER PAYABLES AND ACCRUED EXPENSES
Payroll and related expenses
Provision for vacation pay (1)
Provision for income tax, net of advances
Other income tax liabilities
Value added tax (“VAT”) payable
Provision for royalties
Provision for warranty and cost
Derivative instruments
Contingent purchase obligations
Provision for losses on long-term contracts
Provision for vendors on accrued expenses
IMI acquisition payment (2)
Other (3)
December 31,
2022
December 31,
2021
$
336,211 $
80,529
30,210
32,048
19,212
62,152
95,708
107,581
3,126
64,062
95,058
—
245,460
319,418
103,258
94,799
10,858
25,812
42,194
201,282
16,270
3,537
75,925
84,406
54,272
282,290
$
1,171,357 $
1,314,321
(1)
(2)
(3)
Long-term provision for vacation pay - see Note 20.
See Note 1D(6).
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 - 46
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,
2022
December 31,
2021
$
1,994,236 $
1,796,939
217,075
293,984
$
1,777,161 $
1,502,955
During the year ended December 31, 2022, the Company recognized approximately $835,780 of its contract liabilities.
As for guarantees and liens, see Notes 21D, 21G and 21H.
Note 15 - LONG-TERM LOANS, NET OF CURRENT MATURITIES
Long-term loans
Currency
USD
EURO
Other
Less: current maturities
For covenants see Note 21E.
Interest %
L + 1.35% - 1.75%
2.02% - 2.40%
Years of
maturity
2023-2026
2023-2028
December
31, 2022
December
31, 2021
$ 213,559 $ 330,009
28,012
5,015
363,036
6,412
$ 264,541 $ 356,624
60,190
1,954
275,703
11,162
As of December 31, 2022, the LIBOR quarterly interest rate for long-term loans denominated in U.S. dollars was 4.78%.
The maturities of these loans for periods after December 31, 2022, are as follows:
2023 - current maturities
2024
2025
2026 and thereafter
11,162
3,692
46,238
214,611
$ 275,703
F - 47
ELBIT SYSTEMS LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars (In thousands, except per share data)
Note 16 - SERIES B, C AND D NOTES, NET OF CURRENT MATURITIES
Series B, C and D Notes
Less – Current maturities
Premium (discount) on Series B, C and D Notes, net
December 31,
2022
December 31,
2021
$
$
483,185 $
(65,393)
(2,255)
415,537 $
604,303
(72,269)
(3,710)
528,324
In July 2021, the Company issued Series B, C and D Notes in the aggregate principal amount of NIS 1.9 billion (approximately
$579,000) as follow:
Series B Notes in the amount of NIS 1.5 billion (approximately $457,000) that are paid in eight equal annual installments on
June 30 of each of the years 2022 through 2029 (inclusive). The Series B Notes bear a fixed interest rate of 1.08% per annum
and will not be adjusted to any currency or index changes.
Series C Notes in the amount of NIS 200 million (approximately $61,000) that are paid in eight equal annual installments on
June 30 of each of the years 2022 through 2029 (inclusive). The Series C Notes bear a fixed U.S. dollar interest rate of 2.12%
per annum and will be adjusted to the changes of the NIS versus U.S. dollar currency exchange rate.
Series D Notes in the amount of NIS 200 million (approximately $61,000) that are paid in fourteen annual installments as
follows: thirteen equal annual installments in an amount equal to 7.14% of the nominal value of the principal on June 30 of
each of the years 2022 through 2034 (inclusive) and the final annual installment in an amount equal to 7.18% of the nominal
value of the principal on June 30, 2035. They bear a fixed interest rate of 2.67% per annum and will be adjusted to changes in
the NIS versus U.S. dollar currency exchange rate.
During the year ended December 31, 2022, the Company recorded $11,683, as interest expenses and $773 as amortization of
debt issuance costs and premium, net, on the Series B, C and D Notes.
The Company also entered into eight cross-currency interest swap transactions of 8 years to effectively hedge the effect of
interest and exchange rate differences resulting from Series B Notes. Under the cross-currency interest rate swaps, the Company
receives a fixed NIS rate of 1.08% on the NIS of 1.5 billion and pays an average fixed U.S dollar interest rate of 1.92% on
$463,000. Both the debt and the swap instruments pay semi-annual interest - on June 30 and December 31.
During 2022, the Company paid the first installment of Notes B, C and D in the amount of approximately $65,379.
Future principle payments for Series B, C and D Notes, including the effect of cross-currency interest rate swap transactions,
are as follows:
Future principal payments for Series B, C and D Notes:
2023 Current maturities
2024
2025
2026
2027 and thereafter
$
69,917
69,917
69,917
69,917
235,890
$ 515,558
F - 48
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 five defined benefit pension plans (the “Plans”) which cover the employees of ESA’s three largest
subsidiaries. In April 2021, following the acquisition of Sparton, ESA accepted the transfer of sponsorship of the
Pension Plan for Employees in Sparton Bargaining Unit which covers represented employees of Sparton. 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 the 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 and net actuarial gains or losses) 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 December 31, 2020, for all employees.
b)
IMI and its 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 accumulates 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 - 49
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, 2022 and 2021:
Changes in benefit obligation:
Benefit obligation at beginning of year
Benefit obligation related to acquired companies
and deconsolidation of a subsidiary
Service cost
Interest cost
Exchange rate differences
Actuarial gain
Benefits paid
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 (unfunded) status
Unrecognized net actuarial loss
Amount recognized in the statement of financial position:
Accrued benefit liability, current
Accrued benefit liability, non-current
Accumulated other comprehensive income, pre-tax
December 31,
2022
December 31,
2021
$
918,209 $
925,743
(23,851)
7,598
16,800
(47,181)
(191,292)
(34,260)
3,238
14,926
15,741
14,622
(20,875)
(35,186)
646,023 $
918,209
348,804 $
319,162
—
(55,441)
1,057
4,003
39,355
248
(14,195)
(13,964)
280,225 $
348,804
(365,798) $
(569,405)
(20,910)
116,784
(386,708) $
(452,621)
(39,478) $
(83,283)
(326,320)
(486,122)
(20,910)
116,784
$
$
$
$
$
$
$
(386,708) $
(452,621)
F - 50
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,
2022
Year Ended
December 31,
2021
Year Ended
December 31,
2020
$
7,598 $
14,926 $
16,800
15,741
13,035
16,626
(22,678)
(20,892)
(20,302)
—
18,596
(3)
16,158
20,316 $
25,930 $
218
17,742
27,319
643,617 $
912,944 $
865,273
$
$
December 31,
2022
December 31,
2021
5.2 %
6.8 %
1.8 %
1.8 %
6.8 %
1.6 %
2022
2021
65.4 %
32.7 %
1.9 %
67.5 %
32.1 %
0.4 %
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
Total
2022
2021
67.0 %
33.0 %
100.0 %
65.0 %
35.0 %
100.0 %
F - 51
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, 2022, 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
Unobservable
Inputs
(Level 3)
Total
$
3,741 $
3,741 $
— $
1,414
1,414
91,732
91,732
6,385
176,953
6,385
176,953
—
—
—
—
$
280,225 $
280,225 $
— $
—
—
—
—
—
—
(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 2022 Plan year have been satisfied as of December 31, 2022. Benefit payments
over the next five years are expected to be $16,215 in 2023, $17,014 in 2024, $17,841 in 2025, $18,782 in 2026
and $19,466 in 2027.
F - 52
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, 2022 and 2021:
December 31,
2022
December 31,
2021
$
$
$
$
1,597 $
149
38
(880)
11
(48)
867 $
37 $
11
(48)
— $
1,572
156
30
(124)
12
(49)
1,597
37
12
(49)
—
Year Ended
December 31,
2022
Year Ended
December 31,
2021
$
$
$
$
(867) $
(2,073)
(2,940) $
(137) $
(730)
(2,073)
(2,940) $
(1,597)
(1,301)
(2,898)
(137)
(1,459)
(1,302)
(2,898)
Year Ended
December 31,
2022
Year Ended
December 31,
2021
$
$
149 $
38
(111)
76 $
156
30
(110)
76
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 (unfunded) 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
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 (Cont.)
2.
Retiree Medical Plan (Cont.)
Assumptions as of end of period:
Discount rate
Health care cost trend rate assumed for next year
Ultimate health care cost trend rate
Year Ended
December 31,
2022
Year Ended
December 31,
2021
5.10 %
6.50 %
4.10 %
2.48 %
6.00 %
3.94 %
The effect of a 1% change in the health care cost trend rate at December 31, 2022 was as follows:
Net periodic benefit cost
Benefit obligation
3.
Defined Contribution Plan
1% increase
$
$
24 $
66 $
1% decrease
20
59
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 $16,329, $15,951 and $13,279 for the years
ended December 31, 2022, 2021 and 2020, 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 50 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 $3,067, $2,762 and $1,303 for the years ended December 31, 2022, 2021 and 2020,
respectively, and the total ESA contribution to the plan was $644 for 2022. The cash surrender value of these life
insurance policies at December 31, 2022 was $5,691. The total liability related to the 409(A) plan was $19,180 at
December 31, 2022.
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
$3,492 at December 31, 2022. Related liability for the pension payments was $7,850 at December 31, 2022. As of
December 31, 2022, all executives had partially vested balances in the plan.
F - 54
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 and
onwards is 23%.
(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, 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 returns with additional
related Israeli Industrial Companies.
Elbit Systems and several of its Israeli subsidiaries (also industrial companies) submitted an election to the Israel Tax
Authority to file a consolidated tax return.
(3)
Tax benefits under Israel’s Law for the Encouragement of Capital Investments, 1959:
The operations of Elbit Systems and certain of its Israeli subsidiaries (“the Companies”) have been granted “Privileged
Enterprise” status under Israel’s Law for the Encouragement of Capital Investments, 1959 (the “Law”). Accordingly,
certain income of the Companies derived from the Privileged 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).
At least 25% of the Privileged Enterprise program’s income must be derived from exports.
Tax-exempt income generated by the Company and certain of its Israeli subsidiaries’ 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. 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, 2022, the Company’s management believes that the Company and its Israeli subsidiaries met all
conditions of the Law and letters of approval.
F - 55
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.):
On November 15, 2021, the Israeli government approved the Economic Efficiency Bill (Legislative Amendments for
Attaining Budgetary Objectives for the 2021 and 2022 Budget Years) - 2021 (the Economic Efficiency Bill) regarding
repatriations of retained exempt earnings from Approved Enterprises and Privileged Enterprises (Exempt Earnings).
The Economic Efficiency Bill includes a temporary provision, offering relief of 30%-60% on the amount of tax which
would otherwise have been required to be paid on attributable earnings, in order to encourage companies to pay the
reduced taxes during the next 12 months (the Temporary Provision). The Temporary Provision provides partial relief
from Israeli corporate income tax for companies that elect the offered benefit, on a linear basis, which is a greater
release of Exempt Earnings, resulting in a higher relief from corporate income tax. According to the new linear
statutory formula, the corporate income tax to be paid, on Exempt Earnings accumulated until December 31, 2020 that
were not yet distributed as a dividend (Selected Accumulated Income) would vary from 6% to 17.5% effective tax rate
(depending on the company’s corporate tax rate in the year in which the income was derived and the amount of
Exempt Earnings elected to be relieved), without taking into account the 15% dividend withholding tax (which should
be levied only upon actual distribution, if any). The reduced corporate tax is payable within 30 days of making the
election. The Temporary Provision does not require the actual distribution of the Selected Accumulated Income, nor
does it provide any relief from the 15% dividend withholding tax.
The partial corporate income tax relief was available to companies that elected to implement the temporary reduced tax
relief by November 15, 2022 in respect of Exempt Earnings accrued up to December 31, 2020, provided that up to
30% (the exact rate is calculated according to a new statutory formula) of the “released” Selected Earnings Income are
re-invested in Israel though at least one of the following: industrial activities, research and development activities,
assets used by the company or salaries of newly recruited employees.
As part of the Temporary Provision, Article 74 of the Investment Law was amended and as a result, starting August
15, 2021, a company with Exempt Earnings that distributes dividends will have to attribute a portion of the distributed
sum to Exempt Earnings, and a portion to non-exempt earnings, on a pro-rata basis.
The Company elected to implement the Temporary Provision to "release" approximately $784 million of Exempt
Earnings, and included in its 2021 results, in taxes on income, a provision for corporate tax in an amount of
approximately $80 million. The amount was paid in 2022.
As a result of the Company's election, the Company is required to invest approximately $58 million in its industrial
enterprise by the end of 2026. As of December 31, 2022, the Company's management believes that Elbit Systems will
meet this criteria.
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%.
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).
F - 56
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.):
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.
Enhancement of Current Tax Incentives Regime (cont.):
Israeli companies that currently benefit from 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 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.
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 introduced 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.
F - 57
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.):
Innovation Box Regime Special Technological Preferred Enterprise
The regime was tailored by the Israeli government to a post 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 Organization for Economic Co-operation and Development (“OECD”) Nexus Approach, in 2017 the Israeli
Finance Minister promulgated regulations to ensure companies are benefiting from the regime to the extent qualifying
R&D expenditures are incurred.
As of December 31, 2022, 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 - 58
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.
C.
INCOME FROM CONTINUING OPERATIONS BEFORE TAXES ON INCOME
Income before taxes on income:
Domestic
Foreign
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
Year Ended
December 31,
2022
Year Ended
December 31,
2021
Year Ended
December 31,
2020
$
$
268,446 $
24,112
310,134 $
185,908
73,317
75,917
292,558 $
383,451 $
261,825
Year Ended
December 31,
2022
Year Ended
December 31,
2021
Year Ended
December 31,
2020
$
$
$
$
40,357 $
6,593
46,950
36,888 $
9,635
46,523
(10,681)
(124)
(10,805)
82,407
16
82,423
(6,607)
(5,407)
(12,014)
24,131 $
342
2,099
2,441
131,387 $
31,654
13,884
45,538
(7,298)
147
(7,151)
(865)
(1,079)
(1,944)
36,443
23,069 $
1,062
24,131 $
119,637 $
11,750
131,387 $
23,491
12,952
36,443
(*)
In 2021, mainly related to the release of the Selected Accumulated Income under the Temporary Provision. (See Note
18A).
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 (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 (reductions) 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
2022
2021
$
82,380 $
60,096
(4,758)
552
(5,624)
(5,874)
19,844
(344)
4,133
2,925
(1,067)
(1,063)
17,780
(424)
$
86,176 $
82,380
On December 31, 2022 and 2021, the Company had a provision for unrecognized tax benefits of $86,176 and $82,380,
respectively, including an accrual of $2,394 and $2,410 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 2022 and 2021, 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 $5,874 and $1,063 during the years 2022 and 2021, 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 Companies 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 2022, 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 - 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.)
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
Deferred tax liabilities:
Intangible assets
Property, plant and equipment
Operating lease liabilities
Reserves and allowances
Net deferred tax assets (liabilities)
December 31,
2022
December 31,
2021
$
$
80,746 $
19,860
4,152
44,341
93,252
87,490
329,841
117,071
22,454
7,406
43,951
85,951
93,022
369,855
(164,906)
164,935
(192,811)
177,044
(77,661)
(28,767)
(43,596)
(13,723)
(163,747)
1,188 $
(80,580)
(35,138)
(43,633)
(22,348)
(181,699)
(4,655)
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, 2022 the Company and its Israeli subsidiaries had estimated total available carry-forward operating tax
losses of approximately $451,480, and its non-Israeli subsidiaries had estimated available carry-forward operating tax losses of
approximately $15,908. The Company has carry-forward capital losses of approximately $60,585, out of which a valuation
allowance was provided on the sum of approximately $57,245.
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.)
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:
Year
Ended
December
31, 2022
Year
Ended
December
31, 2021
Year
Ended
December
31, 2020
Income before taxes as reported in the consolidated statements of income
$ 292,558
$ 383,451
$ 261,825
Statutory tax rate
Theoretical tax expense
Tax benefit arising from reduced rate as "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
Difference in basis of measurement for financial reporting and tax return purposes
Taxes in respect of prior years (see Note 18D above)
Other differences, net
Actual tax expenses
Effective tax rate
23 %
23 %
23 %
$
67,288
$
88,194
$
60,220
(26,281)
(17,946)
27,905
795
(15,060)
(10,805)
(1,765)
(36,043)
(25,625)
4,813
(7,243)
5,272
(5,851)
82,423
(178)
4,884
18,675
1,594
(18,398)
(7,151)
2,244
$
24,131
$ 131,387
$
36,443
8.25 %
34.26 %
13.92 %
(*) Net earnings per share – amounts of the benefit resulting from the Approved,
Privileged and Preferred Enterprises:
Basic and diluted
$
0.59
$
0.82
$
0.58
I.
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 2019.
F - 62
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, 2022 and December 31, 2021 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 as
of
December 31,
2022(*)
Asset
Derivatives as
of
December 31,
2021(*)
Liability
Derivatives as
of
December 31,
2022(**)
Liability
Derivatives as
of December 31,
2021(**)
75,397
—
75,397 $
87,878
27,286
115,164 $
130,604
26,018
156,622 $
8,362
83,759 $
—
115,164 $
5,439
162,061 $
$
$
33,315
—
33,315
7,500
40,815
(*)
(**)
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, 2022 and 2021, are summarized below:
Gain (Loss)
Recognized in
Other
Comprehensive
Income, net as of
December 31, 2022
Foreign exchange contracts $
(152,143)
Gain (Loss)
Recognized in
Other
Comprehensive
Income, net as of
December 31, 2021
110,348
$
Gain (Loss) on of
Derivative Reclassified
from Accumulated
Other Comprehensive
Income (*) as of
December 31, 2022
Gain (Loss) on of
Derivative Reclassified
from Accumulated
Other Comprehensive
Income (*) as of
December 31, 2021
$
(57,201)
$
(32,949)
(*)
Presented as part of revenues/cost of revenue and equity in net earnings of affiliated companies and partnerships.
F - 63
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.)
B.
EFFECT ON CASH FLOW HEDGING (Cont.)
Amount Excluded from Effectiveness Testing Recognized in Income (*):
Foreign exchange contracts
Derivatives not designated as hedging instruments:
Foreign exchange contracts and other derivatives instruments
as of December 31, 2022
$
9,413
as of December 31, 2021
$
(1,615)
$
(926)
865
(*)
Presented as part of revenues/cost of revenue and equity in net earnings of affiliated companies and partnerships.
C.
NET EFFECT OF CROSS-CURRENCY SWAPS
The net effect on earnings from the cross-currency swaps in 2022 was a gain of approximately $60,014, of which
approximately $55,774 was offset against exchange rate differences related to Series B Notes and approximately $4,240
increased the interest expenses.
D.
FORWARD CONTRACTS
The notional amounts of outstanding foreign exchange forward contracts at December 31, 2022 is summarized below:
Euro
GBP
NIS
Other
Buy
December
31, 2022
Buy
December 31,
2021
Sell
December
31, 2022
Sell
December 31,
2021
$
498,879 $
527,378 $ 1,032,654 $
1,326
1,359,105
13,168
6,333
894,013
20,837
138,077
286,192
433,585
872,751
165,980
334,157
247,846
$ 1,872,478 $
1,448,561 $ 1,890,508 $
1,620,734
Note 20 - OTHER LONG-TERM LIABILITIES
The following table presents the components of other long-term liabilities as of December 31, 2022 and 2021:
Provision for vacation pay
Contingent purchase obligation
Accrued expenses on evacuation
Provision for losses on long-term contracts
Derivative financial instruments
Accounts payables
Compensated absences
Other
F - 64
December 31,
2022
December 31,
2021
$
42,188 $
49,282
20,482
3,090
54,480
41,272
13,056
24,046
39,185
30,798
28,347
6,858
24,545
—
4,094
21,783
$
247,896 $
155,610
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 $30,610, $8,216 and $12,196 in 2022, 2021 and 2020, 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's 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, 2022, the Company had outstanding buy-back obligations totaling approximately $2,029,000
that extend through 2030.
F - 65
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, 2022, the
Company was not involved in significant legal proceedings.
D.
GUARANTEES
As of December 31, 2022, guarantees in the amount of approximately $3,857,690 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 Series B, C and D Notes, 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.
In respect of each of the 12 month periods ending December 31, 2021 and 2022, the Company was in material
compliance with its loan obligations.
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, 2022 and 2021, the purchase commitments were $3,028,988 and $3,179,551, respectively.
G.
FIXED LIENS
In order to secure bank loans and bank and other financial institutions guarantees in the amount of approximately
$404,384 as of December 31, 2022, 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 - 66
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.
EQUITY INCENTIVE PLANS
2018 Equity incentive plan for executive officers:
In 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 is to link the compensation and benefits of the Company's executive officers with
the future growth and success of the Company and its affiliates and with long-term shareholder value. The 2018 Equity
Incentive Plan consisted of a pool of 1,500,000 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 out of the option pool, 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 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 fourth 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 generally expire after 63 months from the date of grant.
As of December 31, 2022, there were 64,000 Options available for future grants under the 2018 Equity Incentive Plan.
2022 Equity incentive plan for employees:
On January 16, 2022, our Board of Directors approved the 2022 Equity Incentive Plan for Employees (the "Employees
Plan"). The purpose of the Employees Plan is to enable Elbit Systems to link the compensation and benefits of its employees
with the future growth and success of Elbit Systems and its affiliates and with long-term shareholder value, through the
creation of a long-term incentive for employees. Our Board of Directors has also approved the appointment of our
Compensation Committee as the administrator of the Employees Plan. Under the Employees Plan, the Company may allocate
options to employees of Elbit Systems and its wholly owned subsidiaries, 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 Board of
Directors approved an option pool of 1,100,000 options under the Employees Plan. The options were allocated out of the
option pool, subject to the required approvals.
F - 67
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.)
B.
EQUITY INCENTIVE PLANS (Cont.)
The exercise price of an option is denominated in U.S. dollars and is the higher of: (i) 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
Grant Date (as defined below), 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 Grant Date, converted into U.S. dollars by applying the representative U.S. dollar - NIS exchange
rate most recently published by the Bank of Israel prior to the Grant Date.
The Grant Date of options to a recipient is determined to be the later of: (i) the date on which the grant of the options to a
participant was approved by the administrator of the plan; or (ii) the first trading day after a period of thirty (30) days has
elapsed from the date the Employees Plan is filed with the Israeli Tax Authorities; unless otherwise determined by the Board
or required under applicable law.
Granted options vest, subject to continued employment of the participant with the Company or a subsidiary, as follows:
(1)
(2)
(3)
Forty percent (40%) of the options are vested and exercisable from the second anniversary of the Grant Date;
An additional thirty percent (30%) of the options are vested and exercisable from the third anniversary of the Grant
Date; and
The remaining thirty percent (30%) of the options are vested and exercisable from the fourth anniversary of the
Grant Date.
The options generally expire after 51 months from the date of grant.
As of December 31, 2022, there were 266,800 Options available for future grants under the Employees Plan.
The fair value based cost of employee stock options is estimated at the grant date using a lattice-based option valuation
model. During the years ended 2022 and 2021, the Company granted 1,028,100 and 525,000 options, respectively.
The valuation includes the following weighted average assumptions:
Dividend yield
Expected volatility
Risk-free interest rate
Expected life
Forfeiture rate
Suboptimal factor
Year Ended
December 31,
2022
Year Ended
December 31,
2021
2.10 %
25.79 %
2.10 %
4.25 years
10.00 %
1.25
2.09 %
23.55 %
0.46 %
5.25 years
0.56 %
1.75
Because lattice-based option valuation models incorporate ranges of assumptions for inputs, the average of those ranges are
disclosed. Expected volatilities are based on implied volatilities from the historical volatility of Elbit Systems Ltd.’s stock
and other factors. The Company uses historical data to estimate option exercise and employee termination within the
valuation model. The expected term of options granted is derived from the output of the option valuation model and
represents the period of time that options granted are expected to be outstanding. The average of the range, given above,
results from certain groups of employees exhibiting different behavior. The risk-free interest rate for periods within the
contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant for periods within the
contractual life of the option. The dividend yield assumption is based on historical dividends.
F - 68
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.)
B.
EQUITY INCENTIVE PLANS (Cont.)
The following is a summary of Elbit Systems' options activity under the Equity Incentive Plans:
Outstanding - beginning of the year
Granted
Exercised
Forfeited
Outstanding - end of the year
Number of
Options
2022
1,076,750
1,028,100
(241,844)
(134,900)
1,728,106
Weighted
average exercise
price 2022
Number of
Options
2021
Weighted
average exercise
price 2021
131.37
185.30
128.76
223.12
156.66
905,000
525,000
(299,250)
(54,000)
1,076,750
128.45
134.34
128.21
128.91
131.37
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, 2022. 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, 2022, was $11,599.
As of December 31, 2022, there was $35,778 of total unrecognized compensation cost related to share-based compensation
arrangements granted under the Equity Incentive Plans. That cost is expected to be recognized over a weighted average
period of 3 years.
As of December 31, 2022, 1,570,986 options were vested and expected to be vested at a weighted average exercise price of
$156.66 per share. The weighted average remaining contractual life of exercisable options as of December 31, 2022, is
approximately 3 years.
C.
OUTSTANDING OPTIONS AND COMPENSATION EXPENSES
The options outstanding as of December 31, 2022, have been separated into ranges of exercise prices, as follows:
Options outstanding:
Exercise price
121.42 - 216.32
Number of Options
Weighted average
remaining contractual
life (years)
Weighted average
exercise price per share
1,728,106
3.08
$
156.66
Compensation expenses related to the Equity Incentive Plans amounted to $10,463, $5,312 and $4,086 for the three years
ended December 31, 2022, 2021 and 2020 respectively, which were recognized, as follows:
Cost of revenues
General and administration expenses
Year Ended
December 31,
2022
Year Ended
December 31,
2021
Year Ended
December 31,
2020
$
$
8,893
1,570
10,463
$
$
4,515
797
5,312
$
$
3,473
613
4,086
F - 69
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.)
D.
COMPUTATION OF EARNINGS PER SHARE
Computation of basic and diluted net earnings per share:
Net income to
shareholders of
ordinary shares
Year Ended
December 31,
2022
Weighted
average number
of shares (*)
Year Ended
December 31,
2022
Per Share
amount Year
Ended
December 31,
2022
Net income
to shareholders
of ordinary
shares Year
Ended
December 31,
2021
Weighted
average number
of shares (*)
Year Ended
December 31,
2021
Per Share
amount Year
Ended
December 31,
2021
$
275,448
44,322 $
6.21
$
274,350
44,204 $
6.21
—
259
(0.03)
—
74
(0.01)
Basic net earnings
Effect of dilutive
securities:
Employee stock
options
Diluted net earnings
$
275,448
44,581 $
6.18
$
274,350
44,278 $
6.20
(*) In thousands.
E.
2018 PHANTOM BONUS RETENTION PLAN
In 2018, the Company’s Board of Directors approved a “Phantom Bonus Retention Plan” for Senior Managers (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 in the TASE over the
applicable periods (tranches) under the 2018 Phantom Plan. As of December 31, 2022, 714,400 phantom bonus units of the
Plan were granted with a weighted average basic price per unit, as defined in the Plan, of $139.51.
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 $62,090, $18,431 and $10,068, during the three years ended
December 31, 2022, 2021 and 2020, 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,
2022
Year Ended
December 31,
2021
Year Ended
December 31,
2020
$
$
34,778
$
10,522
$
15,537
11,775
4,584
3,325
6,096
2,165
1,807
62,090
$
18,431
$
10,068
F - 70
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.)
F.
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 2022 and 2021, 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 plan ended during 2021. The Company recorded an amount of approximately $10 and $301 in the years ended
December 31, 2021 and 2020, respectively, as compensation costs related to the phantom bonus units granted under the 2012
Phantom Bonus Retention Plan.
G.
DIVIDEND POLICY
Dividends declared by Elbit Systems are paid subject to statutory limitations.
F - 71
ELBIT SYSTEMS LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars (In thousands, except per share data)
Note 23 - SEGMENT DISCLOSURE, MAJOR CUSTOMER AND GEOGRAPHIC INFORMATION
A.
SEGMENT DISCLOSURE:
The Company reports segment information based on a management approach. The management approach designates
the internal reporting used by management for making decisions and assessing performance as the source of the
Company’s reportable segments.
The Company’s President and Chief Executive Officer is our chief operating decision maker (“CODM”). The CODM
assesses the performance of each operating segment using information about revenue and segment operating income
that is defined as operating income generated at the segment level, excluding unallocated corporate income or expense
and other operating income (expenses), net, such as sale of buildings or shares.
The Company’s CODM does not regularly review assets and liabilities information by reportable segments.
Therefore, the Company does not report assets and liabilities information by segment.
The segments are encouraged to cooperate on a range of common projects performed by the Company. It is common
for the reportable segments to provide their products to the same customers either through joint projects or by
marketing and offering a combined and integrated solution containing a variety of capabilities, products, and
technologies of the Company’s portfolio from various businesses or subsidiaries, all tailored to satisfy the customer’s
or project’s specific requirements. Intersegment transactions are sales between segments and are eliminated in
consolidation.
The following tables present information about the Company’s reported segment revenues and operating income for
the periods indicated:
Revenues:
Aerospace
External customers
Intersegment revenue
Total
C4I and Cyber
External customers
Intersegment revenue
Total
ISTAR and EW
External customers
Intersegment revenue
Total
Land
External customers
Intersegment revenue
Total
ESA
External customers
Intersegment revenue
Total
Revenues
Total revenues (external customers and intersegment) for reportable
segments
Less -Intersegment revenue
Total consolidated revenues
F - 72
Year Ended
December 31,
2022
Year Ended
December 31,
2021
Year Ended
December 31,
2020
$ 1,471,093
262,089
$ 1,733,182
$ 1,281,407
301,905
$ 1,583,312
$
923,532
348,720
$ 1,272,252
$
$
631,297
47,098
678,395
$
$
590,095
34,601
624,696
$
$
602,599
29,257
631,856
$
882,200
163,449
$ 1,045,649
$
888,206
138,089
$ 1,026,295
$
869,999
173,298
$ 1,043,297
$ 1,075,846
92,737
$ 1,168,583
$ 1,028,121
88,801
$ 1,116,922
$
927,454
79,668
$ 1,007,122
$ 1,451,113
5,559
$ 1,456,672
$ 1,490,692
2,115
$ 1,492,807
$ 1,338,988
3,512
$ 1,342,500
$ 6,082,481
(570,932)
$ 5,511,549
$ 5,844,032
(565,511)
$ 5,278,521
$ 5,297,027
(634,455)
$ 4,662,572
ELBIT SYSTEMS LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars (In thousands, except per share data)
Note 23 - SEGMENT DISCLOSURE, MAJOR CUSTOMER AND GEOGRAPHIC INFORMATION
A.
SEGMENT DISCLOSURE (Cont.):
The following tables present information about the Company’s reported operating income for the periods indicated:
Operating income:
Aerospace
C4I and Cyber
ISTAR and EW
Land
ESA
Segment operating income
Unallocated corporate income (expense)
Other operating income
Operating income
Financial expenses, net
Other income (expenses), net (see note 26)
Income before income taxes
Depreciation and amortization by segment:
Aerospace
C4I and Cyber
ISTAR and EW
Land
ESA
Unallocated corporate expenses
Total depreciation and amortization
Other non-cash items:
COVID-19 related impairment
Aerospace
ESA
Total other non-cash items
Year Ended
December 31,
2022
Year Ended
December 31,
2021
Year Ended
December 31,
2020
$
$
106,760 $
48,964
49,120
28,554
74,978
308,376
(9,810)
68,918
367,484
(51,364)
(23,562)
292,558 $
129,213 $
44,350
66,001
35,567
124,259
399,390
4,458
14,660
418,508
(40,393)
5,336
383,451 $
19,696
39,925
109,263
12,420
101,256
282,560
8,164
34,963
325,687
(71,270)
7,408
261,825
Year Ended
December 31,
2022
Year Ended
December 31,
2021
Year Ended
December 31,
2020
$
34,353 $
35,084 $
13,651
24,992
38,560
46,540
3,194
16,054
23,452
41,901
34,962
1,638
35,312
17,207
23,500
39,779
26,992
1,630
$
161,290 $
153,091 $
144,420
$
$
— $
—
— $
— $
—
— $
46,562
13,442
60,004
F - 73
ELBIT SYSTEMS LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars (In thousands, except per share data)
Note 23 - SEGMENT DISCLOSURE, MAJOR CUSTOMER AND GEOGRAPHIC INFORMATION
B.
REVENUES ARE GENERATED BY THE FOLLOWING AREAS OF OPERATIONS:
Airborne systems
Land systems
C4ISR systems
Electro-optic systems
Other (*)
Year Ended
December 31,
2022
Year Ended
December 31,
2021
Year Ended
December 31,
2020
$
2,012,479 $
2,005,760 $
1,650,406
1,216,588
1,610,879
523,652
147,951
1,254,748
1,371,517
452,948
193,548
1,258,894
1,145,719
475,896
131,657
$
5,511,549 $
5,278,521 $
4,662,572
(*) Mainly non-defense engineering and production services.
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,
2022
Year Ended
December 31,
2021
Year Ended
December 31,
2020
$
1,489,685 $
1,608,582 $
1,500,577
1,405,473
1,071,945
1,243,550
119,860
181,036
1,443,505
1,094,662
884,504
126,686
120,582
961,794
1,106,560
818,770
140,133
134,738
$
5,511,549 $
5,278,521 $
4,662,572
C.
MAJOR CUSTOMER DATA AS A PERCENTAGE OF TOTAL REVENUES:
IMOD
U.S. Government
Year Ended
December 31,
2022
17%
19%
Year Ended
December 31,
2021
18%
21%
Year Ended
December 31,
2020
21%
22%
D.
LONG-LIVED ASSETS BY GEOGRAPHIC AREAS:
Israel
U.S.
Other
Year Ended
December 31,
2022
1,703,739 $
987,327
$
193,368
Year Ended
December 31,
2021
1,745,952 $
Year Ended
December 31,
2020
1,642,801
977,179
199,228
536,164
205,014
$
2,884,434 $
2,922,359 $
2,383,979
F - 74
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
Total expenses
Less - grants and participations
Note 25 - FINANCIAL EXPENSES, NET
Expenses:
Interest on long-term bank debt
Interest on Series A, B, C and D Notes, net
Interest on short-term bank credit and loans
Guarantees
Gain (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 (loss) on sale of investments (1)
Revaluation of investments (2)
Other
Year Ended
December 31,
2022
Year Ended
December 31,
2021
Year Ended
December 31,
2020
$
$
501,777 $
(66,127)
435,650 $
447,852 $
(52,765)
395,087 $
428,198
(68,453)
359,745
Year Ended
December 31,
2022
Year Ended
December 31,
2021
Year Ended
December 31,
2020
$
(12,392) $
(11,683)
(14,857)
(17,356)
(10,821) $
(5,758)
(7,683)
(13,908)
10,542
(8,670)
(10,178)
6,080
(54,416)
(42,268)
383
2,669
3,052
469
1,406
1,875
(13,763)
(1,060)
(9,112)
(12,172)
(33,386)
(4,864)
(74,357)
1,075
2,012
3,087
$
(51,364) $
(40,393) $
(71,270)
Year Ended
December 31,
2022
Year Ended
December 31,
2021
Year Ended
December 31,
2020
$
(4,555) $
(10,619)
(10,175)
1,787
$
(23,562) $
(11,715) $
—
17,282
(231)
5,336 $
(13,643)
16,727
4,100
224
7,408
(1)
(2)
During 2022 and 2020, the company recognized a gain (loss) resulting from the sales of holdings in affiliated
companies in Israel to third parties (see Note 6B).
During 2022, 2021 and 2020, the Company recognized gains and losses as a result of revaluation of its investments
accounted for under the fair value method (see Note 6C).
F - 75
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
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,
2022
Year Ended
December 31,
2021
Year Ended
December 31,
2020
$
$
$
155,728 $
169,834 $
187,014
85 $
394 $
1,487
2,143 $
6,240 $
8,476
December 31,
2022
December 31,
2021
$
$
86,535 $
33,167 $
60,702
57,439
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 company,
and electro-optics products purchased by the Company from another 50%-owned Israeli affiliate.
¬ ¬ ¬
F - 76
ELBIT SYSTEMS LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars (In thousands, except per share data)
Schedule I – Valuation and Qualifying Accounts
(In thousands of U.S. dollars)
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
20,944
33,102
3,611
80,962
385
301
—
171
1,446
27,905
—
—
—
2,557
9,162
164,906
Valuation Allowance on Deferred Taxes
192,811
89,509
2,343
10,307
2,233
16,192
Description
Year ended December 31, 2022:
Provisions for Losses on Long-Term
Contracts (*)
Provisions for Claims and Potential
Contractual Penalties and Others
Credit risk
Year ended December 31, 2021:
Provisions for Losses on Long-Term
Contracts (*)
Provisions for Claims and Potential
Contractual Penalties and Others
Credit risk (**)
Year ended December 31, 2020:
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
172,833
108,281
9,384
36,696
8,540
89,509
338
65
7,243
228
5,950
—
—
2,343
10,307
12,735
192,811
Valuation Allowance on Deferred Taxes
154,158
18,675
130,711
30,608
53,038
4,786
10,557
455
7,633
3,008
1,998
—
—
—
—
—
108,281
2,233
16,192
172,833
(*)
(**)
As of December 31, 2022, 2021 and 2020 an amount of $16,900, $13,584 and $17,271, respectively, is presented as a
deduction from inventories. As of December 31, 2022, 2021 and 2020 an amount of $64,062, $75,925 and $91,010,
respectively, is presented as part of other payables and accrued expenses.
Credit risk additions in 2020, 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, 2022, an amount of $7,513 and $1,648 is related to
corporate customers and government customers, respectively.
S-1
DESCRIPTION OF SECURITIES
Exhibit 2.1
At December 31, 2022, 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 44,347,648 of such ordinary shares were issued and
outstanding as of April 3, 2023. 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”).
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
(other than our External Directors, described below), are elected by the shareholders at the annual
meeting by a simple majority of our ordinary shares. Such directors 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 (3) 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.
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).
Share Capital. 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”).
Rights Generally Applicable to Ordinary Shares
Each ordinary share entitles its owner to receive notice 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 the Company were to
be liquidated, 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.
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; however, votes of our
controlling shareholders may not be counted for certain resolutions, such as the appointment of
External Directors.
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.
We may create or change rights, preferences, restrictions and provisions related to the Ordinary Shares
after receipt of the consent in writing of all shareholders, or a resolution passed at a general meeting,
approved by 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 a 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.
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.
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.
2
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.
Notice of an annual or extraordinary general meeting may be sent by us by personal delivery or prepaid
registered mail. Such notice may also be sent by facsimile, email or other electronic means provided
confirmation is made by registered mail and should be sent to shareholders at the address in our
records. Further, under our Articles of Association, a notice to Shareholders may also be served by
publication in a daily Hebrew newspaper appearing in Israel (or any other form permitted by law). 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 at 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” occurs through an order to be issued jointly by the Israeli
Prime Minister, Defense Minister and Minister of Economy. No such order for Elbit Systems has been
issued as of the date of this annual report. However, in the first quarter of 2021, the Israeli Ministry of
Defense ("IMOD") initiated a process under which it intends for the Israeli government to finalize and
issue an order that would designate Elbit Systems and most of our Israeli subsidiaries as "defense
entities" under the Israeli Defense Entities Law.
3
Orders to be issued under the Israeli Defense Entities Law may establish various conditions and
restrictions. It is anticipated that Israeli government approval will be required for acquisition of a
specific percentage of shares or voting rights in Elbit Systems 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; (4) subject a defense entity’s
entering into certain joint ventures and mergers and transferring certain technology or means of
manufacturing, to the approval of the IMOD; and (5) require "defense entities" to maintain certain
essential production lines and development capacities in Israel. As a condition to our acquisition of IMI
in 2018, the Israeli 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.
Since the IMOD initiated the process mentioned above, discussions have taken place between Elbit
Systems and the IMOD regarding the terms, scope and contents of the order, which have not yet been
finalized.
Provisions Relating to Major Shareholders
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 (3) 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
4
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).
5
Major Operating Subsidiaries of Elbit Systems Ltd.
EXHIBIT 8
Certification by Chief Executive Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
Exhibit 12.1
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 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 report.
Based on my knowledge, the financial statements, and other financial information included in this 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 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.
May 1, 2023
By:
/S /BEZHALEL MACHLIS
Bezhalel Machlis
President and Chief Executive Officer
(Principal Executive Officer)
Certification by Chief Financial Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
Exhibit 12.2
I, Yaacov Kagan, certify that:
1.
2.
3.
4.
I have reviewed this 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 report.
Based on my knowledge, the financial statements, and other financial information included in this
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 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.
May 1, 2023
By:
/S / YAACOV KAGAN
Yaacov Kagan
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, 2022 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:
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.
(1)
(2)
May 1, 2023
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, 2022 as filed with the Securities and Exchange Commission on the date hereof
(the “Report”), the undersigned, Yaacov Kagan, 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)
May 1, 2023
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.
By:
/S / YAACOV KAGAN
Yaacov Kagan
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 Statements (Form S-8 Nos. 333-223785
and 333-266900) pertaining to the 2018 Equity Incentive Plan for Executive Officers and the 2022 Equity Incentive
Plan for Employees of Elbit Systems Ltd., of our reports dated May 1, 2023, 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 (Form 20-F) for the year ended December 31, 2022.
By:
/s/ Kost Forer Gabbay & Kasierer
Kost Forer Gabbay & Kasierer
A member of Ernst & Young Global
Tel-Aviv, Israel, May 1, 2023