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Koor Industries Ltd. 2004 Annual Report

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Koor Industries Ltd.2004 Annual Report

Page 2: Koor Industries Ltd. - library.corporate-ir.netlibrary.corporate-ir.net/library/84/844/84454/items/166192/AR2004.pdf · Koor Industries Ltd. 2004 Annual Report. ... 2004 was a significant

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The Company’s primary investmentinterests are currently anchored intelecommunications through its holdingsin ECI Telecom, Telrad Networks andECTel, in agrochemicals through itsholdings in Makhteshim Agan and indefense electronics through its holdingsin the Elisra Defense Group, Tadiran

Communications and Elbit Systems. Kooralso invests in the tourism industrythrough its holdings in the Sheraton-Moriah hotel chain and in venture capitalthrough the auspices of Koor CorporateVenture Capital, which promotes growthin promising Israeli high-tech companieswho stand to benefit from Koor’s

technological investment capital andmanagement skills.

Koor is dedicated to creating value forshareholders from its core assets in anever-evolving and dynamic marketplace,through the careful guidance of its leanand forward-thinking management team.

Koor Industries is a premier investmentholding company, leveraging years of field-proven experience in cultivating high-growthIsraeli enterprises for successful performancein the global arena.

Q: Who is Koor?

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Employing a pure-play focus on export-oriented companies with mature andproven technologies enables Koor tonurture its assets with limited exposureto the fluctuations of the domesticeconomy. A trusted and enabling partner,Koor consistently strives to employ astrategy that affords shareholders a

winning combination of investmentprowess, sharp business acumen, genuinevalue creation and a steady and predictablefinancial position.

Koor’s controlling shareholders consist ofinvestment entities controlled by theCanadian Bronfman family. The

Company’s ADSs (American DepositoryShares) are traded on the New York StockExchange, and its ordinary shares on theTel Aviv Stock Exchange, both under thesymbol KOR.

page | 1

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Q: How do we create value?

By focusing exclusively onexport-oriented israeli

companies

Our primary business focus is based oninvesting solely in promising local assetsthat we identify as having the best chanceto succeed globally in their respectivemarket segments. Koor professes to havea serious advantage in recognizinglucrative export-oriented investment

opportunities in Israel and primingthem for performance in challenginginternational markets. That’s why wemaintain a pure-play focus on local talentand equity, making informed bets that our“local horses” can run the global tracksuccessfully.

Koor invests in genuine growthopportunities. Our prime directive is toconsistently create value by investing inbusinesses with a predictable financialstatus.

Koor’s significant involvement in thetelecom solutions and defense electronicsmarkets reflects a belief that Israel’s mostlucrative “natural resources” are itsintangible assets – the vast pool ofinnovative technology and intellectualproperty generated in the country thathas performed admirably in a wide variety

of dynamic technology segments on theinternational scene.

Rounding out our primary investmentfocus is our major agrochemicals holding– Makhteshim Agan – which showsconsistently astounding results by takingbold steps towards promoting growth ina mature industry not typically known forits high growth potential; and our interestsin tourism, a proven industry in the pastthat stands to earn substantial peacedividends as the political climate continuesto stabilize.

By investing in matureindustries & proven

technologies

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Koor pursues investment opportunitiesthat provide the missing pieces to thepuzzle for our core portfolio companies.We focus on companies that have a strongedge in their respective areas and that canpotentially expand the scope of an existing

portfolio company’s offering. Koor alsoseeks potential prospects that stand tobenefit from our extensive experience,knowledge, business ties and expertise.

By strengthening ourportfolio through

complementary investments

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Q: What are our core competencies?

At the heart of all of Koor’s activities is acomprehensive approach to facilitatingthe conditions for the successfulperformance of all of our holdings. Thisbasic strategy includes: optimallyallocating capital; identifying strongmanagers to run our businesses; choosinginnovative investment partners whose

knowledge and experience is as deep astheir capital resources; and leveraging thestrategic relationships we maintain withcomplementary enterprises, bankinginstitutions and business professionalswho can positively aid or bolster our coreholdings.

To that end, we assume a pro-active rolein assuring that the inherent strengths ofour portfolio companies receive supportand that their objective strengths andweaknesses are addressed accordingly.

Our ongoing active participation in Boardand executive forums affords us the

At the heart of all of K

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opportunity to guide and mentor our assetsin defining their growth objectives and inproviding them with the right tools forrecovery and turnaround strategies intimes of crisis.

Working behind the scenes at Koor is astrong, tightly-knit and highly efficient

management team of field-provenprofessionals. The close connections andgood working relationships among ourseasoned managers translate into mutualloyalty and a better mind share in thedecision-making process.

The team at Koor is committed tosustaining a strong financial standingthrough responsible growth andacquisition planning; prudentcomplementary investment strategies;the divesting of non-core assets; andmaintaining excellent cash flowmanagement.

Optimally allocating capital

Identifying strong managers to run our businesses

Leveraging strategic relationships

Choosing innovative investment partners

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Q: What do we bring to the table?

2004 was a significant year for ECITelecom, one in which the Israeli providerof advanced metro optical and broadbandaccess solutions rebounded from thewavering uncertainty that has plagued theentire telecommunications arena in recentyears. Under the tutelage of ChairmanShlomo Dovrat, whom Koor brought onboard in 2003, and with our careful hands-on guidance, the Board of Directorsimplemented the strategy to continue toinvest confidently in R&D so that thecompany would be well positioned forperformance once the market stabilized.

At Koor, we pride ourselves in havingbuilt a winning formula that leverages onour established relationships in the globalbusiness community.

Over the past year, as the telecom fieldonce again stirred to life, ECI returnedto growth and profitability above theindustry average, showing a significantrise in both overall revenues (35%) andnet profit ($10 million). Beyond thebottom line, ECI has earned the goodfaith of operators and systems integratorseverywhere, garnering an impressiverésumé of internationally awardedcontracts in 2004 – a feat accomplishedin part by the alliances and partnershipsthat we have helped them forge.

Poised for performancein the recovering

telecom arena

We harvest resources from a diverse field of connections that we have carefully cultivatedover the years and invest in our core assets accordingly, matching funds and managerialskills with the companies in our portfolio that stand to benefit from them most. Pursuingthis direction continues to reap dividends across all of our areas of interest.

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Telrad Networks, our privately-ownedtelecommunications holding, was similarlyrealigned for active performance in theglobal market in 2004. Recognizing thatthis well-established solutions providerstood uncertainly at the crossroads, it wasclear to us that an influx of new investmentfunding, infused wisely by an innovative

high level management team, was requiredto help Telrad pursue a confident courseof action.

Enter Fortissimo Capital. An inflectionpoint private equity fund, Fortissimo isan ideal choice for Koor in helping toleverage Telrad’s core competencies in

seizing the new opportunities that havearisen in the market place. Devoting botha significant amount of capital and theirentire management staff to the task,Fortissimo’s partnership with Koor ispoised to give Telrad a new lease on life.

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In the realm of Defense Electronics, Koorinitiated a highly-publicized consolidationof the major players who comprise thiskey Israeli industry. Through a series ofcarefully crafted moves, Koor signedseveral agreements towards creatingIsrael’s largest, private defense consortium.Positioning the pieces in this complexpuzzle included the acquisition of 33% ofTadiran Communications in November2004; the pending sale of our stake in thenewly acquired Tadiran Communicationsto Elbit Systems; and the pendingacquisition of 10% of Elbit Systems. Koor

is also negotiating the sale of 70% of Elisra– Koor’s primary holding in the industry– to Tadiran Communications. Once thedeal is successfully completed, Koor mayhave effectively created a powerful privatedefense group that combines some ofIsrael’s greatest intellectual property inthe field, and staked a 10% claim in whatKoor believes to be a strategic asset servinga lucrative industry. The first stage of thetransaction was completed in April 2005whereby Koor sold 14% of TadiranCommunications to Elbit Systems, andacquired 5% of Elbit Systems.

Launching a creativeoffensive in Defense

Electronics

Our involvement with Agrochemicals, afar more traditional industry, serves as ananchor that provides a solid basis for allof Koor’s endeavors. Under our leadership,Makhteshim Agan Industries has becomeone of the world’s leading genericagrochemical companies. A key Koorappointment in Shlomo Yanai (CEO)stands as a prime example of how Kooridentifies managers capable oftransforming and reshaping a companyto become a dominant market player. Inan industry typically characterized by lowgrowth, Koor worked closely withMakhteshim Agan in developing a boldgrowth strategy that focused on identifyingprime acquisitions that could complementand strengthen the company’s position asthe leading global generic agrochemicalcompany. As a result of this strategy,initiated in 2002, Makhteshim Agan

commands high margins and anexceptionally high growth rate andcurrently enjoys an annual revenue basesurpassing $1.5 billion.

2004 was a year filled with activity for theworld’s leading generic manufacturer ofcrop protection chemicals. MakhteshimAgan significantly enhanced its growthdrivers through the acquisition ofdistribution companies in key markets(the US, Australia, Germany, Brazil,Columbia and Argentina), which may sealits role as a truly global player with adiverse geographic profile that penetratesevery major market. The company furthersolidified its position through new productacquisitions and registrations (five newapproved products in the US alone) andby broadening its R&D efforts to reinforceits operations for future growth.

Agrochemicals:Enhancing growth

drivers for a global reach

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page 8 | 9page 8 | 9

Q: What are our core assets ?

* Main holdings andpercent holding of votingrights as at April 18, 2005

*

Defense ElectronicsElisra

Defense Group

70%Tadiran

Communications(TASE: TDCM)

19%Elbit Systems

(NASDAQ\TASE: ESLT)

5%

AgrochemicalsMakhteshim Agan

Industries (TASE: MAIN)

34%

TelecommunicationsECI Telecom

(NASDAQ: ECIL)

30%Telrad

Networks

61%

ECTel(NASDAQ: ECTX)

13%Venture Capital

Koor CVC

100%

Tourism & OthersSheraton-Moriah

Hotels

55%Knafaim

Arkia Holdings(TASE: KNFM)

9%

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Telecommunications &Venture Capital

ECI Telecom (30%)ECI Telecom is a global provider ofadvanced telecommunications solutionsto leading carriers and service providers.By translating a deep understanding ofits customers' needs into innovative,technologically excellent solutions, ECIenables its customers to increase the valueof their networks and reduce operatingexpenses.

ECI has pioneered key technologiesincluding voice compression, SDH, DSLand has enabled the establishment ofglobal networks. The company focuseson specific segments where its technologymakes a difference – Broadband Access,Optical Networking and Voice over IPsolutions – and spends significantresources on research and development.ECI is publicly traded on NASDAQunder the symbol ECIL.

Telrad Networks (61%)Telrad Networks was founded over 50years ago and is one of Israel's leadingdevelopers of carrier gradetelecommunication equipment thataddresses a wide array of service provisionneeds. The company serves as an originaldesign manufacturer (ODM) for leadingglobal communications equipment

providers and recently initiated thedevelopment of certain innovativeproducts in the metro optical networkingand VoIP areas that it markets directly tocarriers as well as through OEMrelationships.

ECTel (13%)ECTel is a leading global provider ofcutting-edge Fraud Prevention andRevenue Assurance solutions forconverged telecommunications networks.Based on proprietary state-of-the-arthardware and software technologies,ECTel's cost-effective systems are usedby premier telecommunications operatorsthroughout the world. ECTel Ltd. ispublicly traded on NASDAQ under thesymbol ECTX.

Koor Corporate Venture Capital (100%)Koor CVC, established in January 2000,is the venture capital arm of KoorIndustries. Following the recent successfulexit from two companies, Koor CVC'sportfolio includes eight companies in theareas of telecom and wireless technology,semiconductors, enterprise software andlife sciences, as well as a LimitedPartnership in one of Israel’s leading IsraeliVC funds.

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Elisra Group (70%)An acknowledged source for front-ranking,reliable solutions, the Elisra Group designs,develops, manufactures, integrates andsupports advanced system solutions for air,sea and land deployment - serving customersin over 25 countries.

The Group’s activities are supported byvertically integrated capabilities andintensive R&D programs. In several areas,the Group has pioneered new concepts,which have earned international acclaim.Moreover, the synergy and strengthcontributed by the Group’s membercompanies and extensive industry partnershave led to breakthrough approaches andfirst-of-a-kind achievements in terms ofsystem features, functionality, reliability andaffordability.

Tadiran Communications (19% - followingsale of 14% in April 2005)With over 40 years of experience in thedevelopment, manufacture and marketingof combat-proven military communicationssolutions, Tadiran Communications is aglobal industry leader in its fields ofspecialization. The company’s secure andimmune military communications systemsand equipment serve the armed forces ofover 50 countries worldwide. For the civilianmarket, Tadiran Communications offers

wireless communications solutions forhomeland security, public safety andgovernment agencies. TadiranCommunications is publicly traded on theTel Aviv Stock Exchange under the symbolTDCM . Koor sold 14% of TadiranCommunications to Elbit in April 2005 aspart of the announced defense consolidationtransaction.

Elbit Systems (5% - following acquisitionin April 2005)Elbit Systems is an international defenseelectronics company engaged in a wide rangeof defense-related programs throughout theworld, in the areas of aerospace, land andnaval systems, command, control,communications, computers, intelligence,surveillance and reconnaissance ("C4ISR"),advanced electro-optic and spacetechnologies. The company focuses on theupgrading of existing military platforms anddeveloping new technologies for defenseand homeland security applications. ElbitSystems is publicly traded on NASDAQand the Tel Aviv Stock Exchange under thesymbol ESLT. Koor acquired the 5% in April2005 as part of the first stage of the defensetransaction.

DefenseElectronics

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Makhteshim-Agan Industries (34%following the sale of 4% in February 2005)Makhteshim-Agan Industries is theworld’s leading generic manufacturer anddistributor of crop protection products.The company ranks amongst the world'slargest manufacturers of generic cropprotection chemicals, with a wide rangeof advanced products.

Makhteshim Agan sells its crop protectionproducts in over 100 countries, with itsstrategically located subsidiaries, andcompetes successfully with the leadingindustry multinationals. The company’s

product range includes herbicides,insecticides and fungicides, as well as othercrop protection chemicals and plantgrowth regulators. Makhteshim Agan alsoleverages its chemical synthesis capabilitiesto develop other products such asantioxidants, aroma chemicals and otherfine chemicals. The group has productionand formulation facilities in Israel andBrazil, with additional formulationfacilities in Colombia, Spain and Greece.Makhteshim Agan is publicly traded onthe Tel Aviv Stock Exchange under thesymbol MAIN.

Agrochemicals

Sheraton-Moriah Israel (55%)Sheraton-Moriah Israel, in which Koorholds 55%, is Israel's largest internationalhotel chain with flagship hotels in keydestinations such as Tel Aviv, Jerusalem,Tiberias, the Dead Sea and Eilat. Thechain also owns 50% of the Herod’s hotel

complex in Eilat, the city’s leading resortcomplex which includes the Herod’sPalace, Herod’s Vitalis and Herod’sForum. Additional shareholders includeStarwood Hotels and Resorts (25%) andBank Hapoalim (20%).

Tourism

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page 12 | 13

Q: What do we have to report for 2004?

Dear Shareholders,2004 will be remembered as a crucialturning point at Koor, one in which weemerged from the sidelines and returnedto the investment playing field as an activeand formidable contender.Following the strategies of internalrecovery and turnarounds pursued in

A return to investment recent years, in which our primary focuswas on cost-cutting and the strict financialmanagement of our resources, 2004 wasmarked by a dramatic increase insignificant initiatives by our managementteam that will reverberate through all ofour holding activities for years to come.

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Our swift purchase of TadiranCommunications, followed by the signingof agreements for several subsequent well-synchronized deals, will facilitate theconsolidation of Israel’s largest privatedefense consortium.

By combining Elbit Systems, the ElisraGroup and Tadiran Communications

under a single umbrella that leverageseach of their core competencies to thefullest, Koor expects to increase thepotential value of its holdings in defenseelectronics and to be the vanguard of theprivatization of the industry in Israel. Asingle consolidated defense team willexpand its international position byincreasing scale and synergies.

Consolidation of DefenseElectronics industry

The agreement to sell 39% of our privately-owned holding in Telrad Networks toFortissimo Capital is a microcosm of howwe approach value creation at Koor:allocating capital, investing in maturetechnologies and bringing aboardexperienced managers capable of chartinga sound course for the future.

Fortissimo fits the bill on every count. Ahighly successful and experiencedtechnological and operations team headsthis inflection point, private equity fundwhich focuses on properties with maturetechnologies that stand at a crossroadsand need to be launched to the next level– a perfect depiction of Telrad Networks’current state of affairs. The Fortissimoinvestment is fueling the growth andrestructuring of Telrad. Most significantly,in Fortissimo’s management team, webelieve Telrad gains the capabilities ofsome of the brightest minds in Israel.Fortissimo proved its staunch commitmentto the telecommunications provider bymoving its entire management operationto Telrad’s corporate headquarters. Koor,which now holds 61%, looks forward toworking closely with the Fortissimo teamin identifying new and lucrativeopportunities for Telrad.

A creative lifelinefor Telrad

30%

Shareholder BaseDecember 31, 2004

100% Voting =15,824,185 Ordinary Shares(1 Ordinary Share = 5 ADSs)

70%

Investment entities controlled bythe Canadian Bronfman family

Public

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Knafaim Arkia:A capital opportunity

One of the primary mandates of aninvestment holding company is knowingwhen to leverage a capital gain from theperformance of its assets. In 2004,Knafaim Arkia Holdings, a leadingdomestic and international aviationcompany, purchased control of El AlAirlines, Israel’s profitable national carrier.The transaction created an appreciationof the market share of the aviationcompany. Subsequently their marketcapitalization more than doubled andpresented us with an optimal opportunityto monetize this public holding. By selling19% of our stake in the company to severalbuyers for $33 million, we converted anasset into a capital gain for Koor ofapproximately $12 million.

page 14 | 15

Over the past year, Koor worked closelywith Makhteshim Agan in helping thegeneric agrochemical giant to tap into thepotential of new markets through a veryproactive acquisition strategy that webelieve will grow its global standing. InJanuary 2004 we sold 4% of MakhteshimAgan for $95 million, generating a $35million capital gain. The proceeds wenttowards reducing debt and funding newgrowth opportunities at Koor. The

company’s high growth rate (surpassing$1.5 billion in revenues), ample avenuesof global distribution, and foray into newnon-crop markets (the sale of agroweeding products for use alongtransportation infrastructures, forexample) all exemplify MakhteshimAgan’s consistently outstandingperformance and ability to follow throughon management’s strategies.

Makhteshim Agan:Dominating the agrochemical

industry

US

$ m

illio

n

25% 30% 32%

13%12%7%

1134

(178)

2002 2003 2004

Consolidated Profit Margins and Net Profit2002-2004

Gross MarginNet Profit (Loss) Operating Margin

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Following years of debt and the generalmalaise that afflicted the entire telecomindustry, ECI returned to profitability in2004. Working closely with ChairmanShlomo Dovrat, and ECI’s professionalBoard of Directors, our decision to staythe course these past years by continuingto invest in R&D has paid off. In the wake

of industry recovery, ECI grew faster thanits peers this year, generating cash flowand winning major international contracts.This healthy growth curve culminated inan important agreement reached withNortel Networks for deliveringbroadband-enabled triple-play services toresidential markets in the US.

Koor Management

ECI Telecom:A return to profitability

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page 16 | 17

During the year Koor Corporate VentureCapital successfully exited from two of itsportfolio companies. Riverhead Networks,a leading developer of security technologythat protects against Distributed Denialof Service (DDoS) attacks, in which KoorCVC was a seed investor, was sold to

Cisco Systems. Envara, a provider ofWireless Local Area Network (WLAN)chipsets was sold to the Intel Corporation.As a result, Koor CVC receivedapproximately $9 million in cash andgenerated approximately $4 million incapital gains.

All of this vibrant investment activity hashad a significant impact on Koor’sperformance in 2004, translating intoincreased shareholder value. We wereprofitable in each quarter and attained agood cash flow standing. Koor’s Net AssetValue (NAV) increased throughout 2004

by roughly $215 million (25%). Koor'smarket cap increased 35% throughout2004 reaching $825 million at the end ofthe year. Most significantly, Koor's marketdiscount to NAV decreased during theyear from 35% to roughly 25%, the lowestwe have enjoyed since 2000.

Koor CVC:First two profitable exits

Creating value throughNAV appreciation

* The Net Asset Value (NAV) model is built on internal analysis of the Fair Market Value of Koor's private assets and the market value of Koor's stake in its public assets at the end of each period.Koor's NAV is affected by the New Israeli Shekel\US$ exchange rate since Koor builds its NAV in US$, while several assets are traded on the Tel Aviv Stock Exchange in New Israeli Shekels. Fromtime to time the NAV valuation of the private companies are modified in light of changes in the business environment and fluctuations in exchange rates.

Quarterly Market Capitalization Discount to NAV 2002-2004

-39%

-31% -33%

-51% -50%

-54%

-32% -33%-27% -26%

-23%

-62%

Q2/04 Q4/04Q1/02 Q3/02 Q1/03 Q3/03 Q1/04 Q3/04Q2/02 Q4/02 Q2/03 Q4/03

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Jonathan KolberChief Executive Officer

Charles R. BronfmanChairman of the Board

In 2004 Koor presented strongimprovement in all profit parameters:consolidated net profit increased 212% to$34 million, compared with 2003;consolidated operating profit increased39% to $289 million. Koor’s mainconsolidated asset, Makhteshim Agan,was a key contributor to the results, as

were the improved results of the ElisraDefense Group and Sheraton MoriahHotels. ECI Telecom, which is accountedfor using the equity method, also presenteda strong year returning to annualprofitability for the first time since thetelecom downturn began.

Looking at thebottom line

2004 was truly the beginning of aturnaround at Koor, a year where weleveraged our collective skills and corecompetencies to return confidently to theinvestment playing field.

As we look ahead, we intend to continueto improve our strong financial positionand enhance shareholder value byinvesting in new companies, generatingcash, reducing debt, accessing new sourcesof capital and managerial talent, andoccasionally monetizing certain assetswhen we believe that they have reachedtheir optimum value.

Moreover, Koor is committed to activelypursuing new and innovative investmentopportunities that complement theperformance of our portfolio. We willcontinue to work closely with our capablepartners across all of our holdings in thecreation of solid growth throughacquisition and restructuring strategiesthat aim to increase their value – andour own.

Finally, we thank our management,employees, partners and shareholders fortheir continued confidence in our visionfor value creation.

Back in the game

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Condensed Consolidated Financial Data

* Numbers converted from New Israeli Shekels (NIS) to US Dollars at the prevailing representative exchange rate on December 31, 2004,of NIS 4.308 =US$1

For full financial details,please refer to Koor Industries’ financial statements for 2004.

AssetsCurrent assets:Cash and cash equivalentsShort-term deposits and investmentsTrade receivablesOther receivablesOther current assetsTotal current assetsInvestments and Long-Term receivablesFixed assets, netOther assets, net

Liabilities and Shareholders’ EquityCurrent Liabilities:Credit from banks and othersTrade payablesOther current liabilitiesTotal current liabilities

Long-Term Liabilities, net of current maturities:Bank loansOther long-term liabilitiesTotal long-term liabilitiesConvertible debentures of consolidated companyMinority InterestShareholders’ Equity

13885

476105448

1,252331680492

2,755

366312331

1,009

69816286079

403404

2,755

14397

505123542

1,410433662547

3,052

404387367

1,158

51331582838

592436

3,052

as at December 31

2004 2003US$ millions

CONDENSED CONSOLIDATED BALANCE SHEETS

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CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

Revenue from sales and servicesCost of sales and servicesGross profit

Selling and marketing expensesGeneral and administrative expensesOperating earnings

Financing expenses, netOther income (expenses), net

Transfer to statement of income of translation differences ofautonomous investee in voluntary liquidationEarnings (loss) before income taxIncome taxGroup’s equity in the operating results of affiliates, netMinority interest in consolidated company’s results, netNet earnings (loss)

Basic and diluted earnings (loss) (in $)

Per Ordinary SharePer ADS

Number of shares used for calculating EPS (in thousands)

for the year ended December 31

2004

1,7851,252

533

218107208

53(51)

-104

20(26)(47)11

0.70.1

15,717

1,6481,234

414

189114111

951

(91)(74)32

(58)(14)

(178)

(11.7)(2.3)

15,173

2,1421,460

682

272122288

63(18)

-207

67(6)

(100)34

2.10.4

16,381

2003 2002US$ millions (except per share amounts)

CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

Balance as at January 1, 2004Net earnings for 2004Exercise of stock options granted to employeesCumulative foreign currency translation adjustments, netBalance as at December 31, 2004

US$ in millions for the year ended December 31, 2004

Total Shareholders ’ Equity

40434

-(2)

436

* All numbers converted from New Israeli Shekels (NIS) to US Dollars at the prevailing representative exchange rate on December 31, 2004 of NIS 4.308 - US$1

Condensed Consolidated Financial Data

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Corporate Directory

Board of Directors

Charles R.BronfmanChairman of the Board

Rolando EisenExternal Director

Paulette EitanExternal Director

Ron FeinsteinDirector

Andrew HauptmanDirector

Chemi PeresDirector

Dan PropperDirector

David RubnerDirector

Gabriela ShalevDirector

Audit Committee

Ron Feinstein, Chairman

Rolando Eisen

Paulette Eitan

Gabriela Shalev

Executive Management

Jonathan KolberChief Executive Officer

Danny BiranPresident

Yuval YanaiSenior Vice President andChief Financial Officer

Aaron ZukerVice President

Shlomo Heller, Adv.General Counsel andCorporate Secretary

Jackie GorenVice President, CorporateDevelopment and ManagingDirector, Koor CorporateVenture Capital

Fiona DarmonSenior Analyst andDirector of CorporateCommunications

Eyal BroderFinance Director

Michal YageelCorporate Controller

Corporate Headquarters

14 Hamelacha Street, Park Afek

Rosh Ha ’ayin 48091, Israel

Tel: 972 3 900 8333

Fax: 972 3 900 8334

www.koor.com

Independent Auditors

Somekh Chaikin KPMG

Millennium House

17 Ha ’arba ’ah Street

Tel Aviv 64739, Israel

Tel: 972 3 684 8000

Fax: 972 3 684 8444

External Counselin Israel

Herzog, Fox & Neeman

Asia House

4 Weizmann Street

Tel Aviv 64239, Israel

Tel: 972 3 692 2020

Fax: 972 3 696 6464

External Counselin USA

Skadden, Arps, Slate, Meagher

& Flom LLP

Four Times Square

New York, NY 10036-6522

USA

Tel: 1 212 735 3000

Fax: 1 212 735 2000

Investor Relations

Investor relations material is

available on the website or can

be obtained by sending an email

to [email protected] or by sending

a fax to Ms. Fiona Darmon,

Director of Corporate

Communicationst, fax number

972 3 900 8413

Transfer Agent

The Bank Of New York

101 Barclay Street

New York, NY 10286, USA

Tel: 1 212 419 4270

Fax: 1 212 838 3393

Form 20-F

Copies of the Company’s Form

20-F, as filed with the Securities

and Exchange Commission,

may be obtained by

shareholders, without charge,

on written request.

Shares

The Company’s ADSs(American Depository Shares)are traded on the New YorkStock Exchange, and itsordinary shares on the Tel AvivStock Exchange, both under thesymbol KOR.

Design & Production: Portnov-Mishan Copywriting: Dave Shamir Illustrations: Yaara Eshet

Forward looking statements in this document involve a number ofrisks and uncertainties including, but not limited to, internationalmarket conditions, domestic political factors, technologicaldevelopments, ability to finance operations, and other factors whichare detailed in the Company's SEC filings. The Company does notundertake to (and expressly disclaims any obligation to) updateany such forward-looking statements.

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Koor Industries Ltd.14 Hamelacha StreetPark Afek, Rosh Ha’ayin 48091, IsraelTel: 972 3 900 8333, Fax: 972 3 900 8334www.koor.com