Company Quick10K Filing
Gazit-Globe
20-F 2017-12-31 Filed 2018-04-30
20-F 2016-12-31 Filed 2017-04-28
20-F 2015-12-31 Filed 2016-04-22
20-F 2013-12-31 Filed 2014-04-16
20-F 2012-12-31 Filed 2013-04-22
20-F 2011-12-31 Filed 2012-04-27

GZT 20F Annual Report

Part I
Item 1. Identity of Directors, Senior Management and Advisers
Item 2. Offer Statistics and Expected Timetable
Item 3. Key Information
Item 4. Information on The Company
Item 4A. Unresolved Staff Comments
Item 6. Directors, Senior Management and Employees
Item 7. Major Shareholders and Related Party Transactions
Item 8. Financial Information
Item 9. The Offer and Listing.
Item 10. Additional Information.
Item 11. Quantitative and Qualitative Disclosures About Market Risk.
Item 12. Description of Securities Other Than Equity Securities
Part II
Item 13. Defaults, Dividend Arrearages and Delinquencies
Item 14. Material Modifications To The Rights of Security Holders and Use of Proceeds
Item 15. Controls and Procedures.
Item 16. [Reserved]
Item 16A. Audit Committee Financial Expert.
Item 16B. Code of Ethics.
Item 16C. Principal Accountant Fees and Services.
Item 16D. Exemptions From The Listing Standards for Audit Committees.
Item 16E. Purchases of Equity Securities By The Issuer and Affiliated Purchasers.
Item 16F. Change in Registrant's Certifying Accountant.
Item 16G. Corporate Governance.
Item 16H. Mine Safety Disclosure
Part III
Item 17. Financial Statements
Item 18. Financial Statements
Item 19. Exhibits
Note 1:- General
Note 2:- Significant Accounting Policies
Note 3:- Cash and Cash Equivalents
Note 4A:- Short-Term Investments and Loans
Note 4B:- Marketable Securities At Fair Value Through Profit or Loss
Note 5:- Trade Receivables
Note 6:- Other Accounts Receivable
Note 7:- Inventory of Buildings and Apartments for Sale
Note 8:- Assets and Liabilities Classified As Held for Sale
Note 9:- Investments in Investees
Note 10: Other Investments, Loans and Receivables
Note 11:- Available-For-Sale Financial Assets
Note 12:- Investment Property
Note 13:- Investment Property Under Development
Note 14:- Fixed Assets, Net
Note 15:- Goodwill and Other Intangible Assets
Note 16:- Credit From Banks and Others
Note 17:- Current Maturities of Non-Current Liabilities
Note 18:- Trade Payables
Note 19:- Other Accounts Payable
Note 20:- Debentures
Note 21:- Convertible Debentures
Note 22:- Interest-Bearing Loans From Financial Institutions and Others
Note 23:- Other Financial Liabilities
Note 24:- Employee Benefit Liabilities and Assets
Note 25:- Taxes on Income
Note 26:- Contingent Liabilities and Commitments
Note 27:- Equity
Note 28:- Share-Based Compensation
Note 29:- Charges (Assets Pledged)
Note 30:- Rental Income
Note 31:- Property Operating Expenses
Note 32:- Revenues and Costs From Sale of Buildings, Land and Construction Works Performed
Note 33:- General and Administrative Expenses
Note 34:- Other Income and Expenses
Note 35:- Finance Expenses and Income
Note 36:- Net Earnings per Share
Note 37:- Financial Instruments
Note 38:- Transactions and Balances with Related Parties
Note 39:- Segment Information
Note 40:- Events After The Reporting Date
Note 41:- The Effect of New Ifrs Standards Implementation on The Fianacial Statements
Note 42:- Condensed Financial Information of The Parent Company
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EX-13.2 d521614dex132.htm

Gazit-Globe Earnings 2012-12-31

Balance SheetIncome StatementCash Flow

20-F 1 d521614d20f.htm FORM 20-F FORM 20-F
Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 20-F

 

 

 

¨ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

or

 

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2012

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

Commission file number: 001-35378

 

 

GAZIT-GLOBE LTD.

(Exact name of registrant as specified in its charter)

 

 

Israel

(Jurisdiction of incorporation or organization)

1 Hashalom Rd.

Tel-Aviv 67892, Israel

(972)(3) 694-8000

(Address of principal executive offices)

Eran Ballan,

Senior Executive Vice President, General Counsel and Company Secretary

Tel: (972)(3) 694-8000

Email: eballan@gazitgroup.com

1 Hashalom Rd. Tel-Aviv 67892, Israel

(Name, telephone, email 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

 

Name of each exchange on which registered

Ordinary Shares, par value NIS 1.00 per share   New York Stock Exchange

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

 

 

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: 165,247,253 Ordinary Shares, par value NIS 1.00 per share (excluding Treasury Shares).

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    x  Yes    ¨  No

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    x  No

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.    x  Yes    ¨  No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).    ¨  Yes    ¨  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act (check one).

 

Large Accelerated Filer  ¨   Accelerated Filer  x    Non-Accelerated Filer  ¨

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  x

  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:    Item 17  ¨    Item 18  ¨

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    x  No

 

 

 


Table of Contents

GAZIT-GLOBE LTD.

 

 

FORM 20-F

ANNUAL REPORT FOR THE FISCAL YEAR ENDED DECEMBER 31, 2012

 

 

TABLE OF CONTENTS

 

Introduction and Use of Certain Terms

     ii   

Forward-Looking Statements

     iv   

PART I

     1   

Item 1. Identity of Directors, Senior Management and Advisers

     1   

Item 2. Offer Statistics and Expected Timetable

     1   

Item 3. Key Information

     1   

Item 4. Information on the Company

     20   

Item 4A. Unresolved Staff Comments

     31   

Item 5. Operating and Financial Review and Prospects

     31   

Item 6. Directors, Senior Management and Employees

     76   

Item 7. Major Shareholders and Related Party Transactions

     91   

Item 8. Financial Information

     95   

Item 9. The Offer and Listing

     97   

Item 10. Additional Information

     98   

Item 11. Quantitative and Qualitative Disclosures about Market Risk

     112   

Item 12. Description of Securities other than Equity Securities

     115   

PART II

     115   

Item 13. Defaults, Dividend Arrearages and Delinquencies

     115   

Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds

     115   

Item 15. Controls and Procedures

     116   

Item 16. [Reserved]

     116   

Item 16A. Audit Committee Financial Expert

     116   

Item 16B. Code of Ethics

     116   

Item 16C. Principal Accountant Fees and Services

     117   

Item 16D. Exemptions from the Listing Standards for Audit Committees

     117   

Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers

     117   

Item 16F. Change In Registrant’s Certifying Accountant

     117   

Item 16G. Corporate Governance

     117   

Item 16H. Mine Safety Disclosure

     118   

PART III

     118   

Item 17. Financial Statements

     118   

Item 18. Financial Statements

     118   

Item 19. Exhibits

     119   

Signatures

     121   

Index to Consolidated Financial Statements

     F-1   

 

i


Table of Contents

INTRODUCTION AND USE OF CERTAIN TERMS

Unless otherwise indicated, all references to (i) “we,” “us,” or “our,” are to Gazit-Globe Ltd. and those companies that are consolidated in its financial statements or that are jointly controlled entities, and (ii) “Gazit-Globe” or the “Company” are to Gazit-Globe Ltd., not including any of its subsidiaries or affiliates.

Except where the context otherwise requires, references in this annual report to:

 

  “adjusted EPRA FFO” means EPRA FFO (as defined below) as adjusted for: CPI and exchange rate linkage differences; depreciation and amortization; and other adjustments, including adjustments to add back bonus expenses derived as a percentage of net income in respect of the adjustments above and adjustments to net income (loss) attributable to equity holders of the Company for the purposes of computing EPRA FFO; expenses arising from the termination of the engagement of senior employees; income from the waiver by our chairman of bonuses and of compensation with respect to the expiration of his employment agreement; and exceptional legal expenses not related to the reporting periods.

 

  “average annualized base rent” refers to the average minimum rent due under the terms of the applicable leases on an annualized basis.

 

  “community” shopping center means a center that offers general merchandise or convenience-oriented offerings with gross leasable area, or GLA between 100,000 and 350,000 square feet, between 15 and 40 stores and two or more anchors, typically discount stores, supermarkets, drugstores, and large-specialty discount stores, based on the definition published by the International Council of Shopping Centers.

 

  “consolidated” refers to the Company and entities that are consolidated in the Company’s financial statements.

 

  “EPRA FFO” means the net income (loss) attributable to the equity holders of a company with certain adjustments for non-operating items, which are affected by the fair value revaluation of assets and liabilities, primarily adjustments to the fair value of investment property, investment property under development and other investments, and various capital gains and losses, gain (loss) from early redemption of debentures, gains from bargain purchase and the impairment of goodwill, changes in the fair value recognized with respect to financial instruments including derivatives, deferred taxes and our share in equity-accounted investees, as well as non-controlling interests’ share with respect to the above items.

 

  “GLA” means gross leasable area.

 

  “Group” – the Company, its subsidiaries and its jointly controlled entities.

 

  “IFRS” means International Financial Reporting Standards, as issued by the International Accounting Standards Board.

 

 

“LEED®” means Leadership in Energy and Environmental Design and refers to an internationally recognized green building certification system designed by the U.S. Green Building Council.

 

  “neighborhood” shopping center means a center that is designed to provide convenience shopping for the day-to-day needs of consumers in the immediate neighborhood with GLA between 30,000 and 150,000 square feet and between five and 20 stores and is typically anchored by one or more supermarkets, based on the definition published by the International Council of Shopping Centers.

 

  “NOI” means net operating income.

 

  “reporting date” or “balance sheet date” means December 31, 2012.

 

  “same property NOI” means the change in net operating income for properties that were owned for the entirety of both the current and prior reporting periods (excluding expanded and redeveloped properties and the impact of currency exchange rates).

Our principal subsidiaries and affiliates are:

 

  “Acad” means Acad Building & Investments Ltd. through which Gazit Development currently holds 73.9% of the share capital and voting rights of U. Dori Group Ltd.

 

  “Atrium” means Atrium European Real Estate Limited, an equity-accounted jointly-controlled affiliate, (VSE/EURONEXT:ATRS) which owns and operates shopping centers in Central and Eastern Europe.

 

ii


Table of Contents
  “Citycon” means Citycon Oyj. (NASDAQ OMX HELSINKI:CTY1S) which owns and operates shopping centers in Northern Europe.

 

  “Dori Group” means U. Dori Group Ltd. (TASE: DORI) and its subsidiaries, including U. Dori Construction Ltd. which is also traded on the Tel Aviv Stock Exchange, and U. Dori Construction Ltd.’s wholly-owned subsidiaries and related companies.

 

  “Equity One” means Equity One, Inc. (NYSE:EQY) which owns and operates shopping centers in the United States.

 

  “First Capital” means First Capital Realty Inc. (TSX:FCR) which owns and operates shopping centers in Canada.

 

  “Gazit America” means Gazit America Inc., which as of December 31, 2012, held 12.2% of Equity One’s share capital and which prior to August 8, 2012 was the owner of ProMed Canada.

 

  “Gazit Brazil” means Gazit Brazil Ltda. which owns and operates shopping centers in Brazil.

 

  “Gazit Development” means Gazit-Globe Israel (Development) Ltd. which wholly-owns Gazit Development (Bulgaria) and holds 73.9% of Dori Group through Acad.

 

  “Gazit Germany” means Gazit Germany Beteiligungs GmbH & Co. KG which owns and operates shopping centers in Germany.

 

  “Norstar” means Norstar Holdings Inc. (TASE: NSTR), formerly known as Gazit Inc., which had voting power of 53.8% of our issued ordinary shares as of April 10, 2013.

 

  “ProMed” means ProMed Properties Inc. which owns and operates medical office buildings in the United States.

 

  “ProMed Canada” means ProMed Properties (CA), Inc. which owned and operated medical office buildings in Canada prior to August 8, 2012 when such assets were sold to First Capital.

 

  “Royal Senior Care” or “RSC” means Royal Senior Care, LLC which owned and operated senior housing facilities in the United States, the vast majority of which were sold on August 15, 2012.

Unless otherwise noted, all monetary amounts are in NIS and for the convenience of the reader certain NIS amounts have been translated into U.S. dollars at the rate of NIS 3.733 = U.S.$ 1.00, based on the daily representative rate of exchange between the NIS and the U.S. dollar reported by the Bank of Israel on December 31, 2012. References herein to (i) “New Israeli Shekel” or “NIS” mean the legal currency of Israel, (ii) “U.S.$,” “$,” “U.S. dollar” or “dollar” mean the legal currency of the United States, (iii) “Euro,” “EUR” or “€” mean the currency of the participating member states in the third stage of the Economic and Monetary Union of the Treaty establishing the European community, (iv) “Canadian dollar” or “C$” mean the legal currency of Canada, and (v) “BRL” mean the legal currency of Brazil.

 

iii


Table of Contents

FORWARD-LOOKING STATEMENTS

We make forward-looking statements in this annual report that are subject to risks and uncertainties. These forward-looking statements include information about possible or assumed future results of our business, financial condition, results of operations, liquidity, plans and objectives. In some cases, you can identify forward-looking statements by terminology such as “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “expect,” “predict,” “potential,” or the negative of these terms or other similar expressions. The statements we make regarding the following subject matters are forward-looking by their nature:

 

  our ability to respond to new market developments;

 

  our intent to penetrate further our existing markets and penetrate new markets;

 

  our belief that we will have sufficient access to capital;

 

  our belief that we will have viable financing and refinancing alternatives that will not materially adversely impact our expected financial results;

 

  our belief that continuing to develop high-profile properties will drive growth, increase cash flows and profitability;

 

  our belief that repositioning of our properties and our active management will improve our occupancy rates and rental income, lower our costs and increase our cash flows;

 

  our plans to invest in developing and redeveloping real estate, in investing in the acquisition of additional properties, portfolios or other real estate companies;

 

  our ability to use our successful business model, together with our global presence and corporate structure, to leverage our flexibility to invest in multiple regions in the same asset type to maximize shareholder value;

 

  our ability to acquire additional properties or portfolios;

 

  our plans to continue to expand our international presence;

 

  our expectations that our business approach, combined with the geographic diversity of our current properties and our conservative approach to risk, characterized by the types of properties and markets in which we invest, will provide accretive and/or sustainable long-term returns; and

 

  our expectations regarding our future tenant mix.

The forward-looking statements contained in this annual report reflect our views as of the date of this annual report about future events and are subject to risks, uncertainties, assumptions and changes in circumstances that may cause events or our actual activities or results to differ significantly from those expressed in any forward-looking statement. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guaranty future events, results, actions, levels of activity, performance or achievements. You are cautioned not to place undue reliance on these forward-looking statements. A number of important factors could cause actual results to differ materially from those indicated by the forward-looking statements, including, but not limited to, those factors described in “Item 3—Key Information—Risk Factors.”

All of the forward-looking statements we have included in this annual report are based on information available to us on the date of this annual report. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

 

iv


Table of Contents

PART I

 

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not applicable.

 

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

 

ITEM 3. KEY INFORMATION

 

A. Selected Financial Data

The selected consolidated statement of income data set forth below with respect to the years ended December 31, 2008, 2009, 2010, 2011 and 2012 and the selected consolidated balance sheet data set forth below as of December 31, 2008, 2009, 2010, 2011 and 2012 have been derived from our consolidated financial statements which have been prepared in accordance with IFRS as issued by the International Accounting Standards Board.

The selected consolidated financial data set forth below should be read in conjunction with “Item 5—Operating and Financial Review and Prospects” and our consolidated financial statements and notes to those statements for the years ended December 31, 2010, 2011 and 2012 included elsewhere in this annual report. Historical results are not necessarily indicative of the results to be expected in the future.

The following tables also contain translations of NIS amounts into U.S. dollars for amounts presented as of and for the year ended December 31, 2012. These translations are solely for the convenience of the reader and were calculated at the rate of NIS 3.733 = U.S.$ 1.00, the daily representative rate of exchange between the NIS and the U.S. dollar reported by the Bank of Israel on December 31, 2012. You should not assume that, on that or on any other date, one could have converted these amounts of NIS into dollars at that or any other exchange rate.

The Company has early adopted, starting with its financial statements dated June 30, 2012, IFRS 10, Consolidated Financial Statements, IFRS 11, Joint Arrangements, IFRS 12, Disclosure of Interests in Other Entities, IAS 28R, Investments in Associates and Joint Ventures, and IAS 27R – Separate Financial Statements (collectively: the “New Standards”). The New Standards prescribe retrospective implementation, and the data as of December 31, 2011 and December 31, 2010 and for the years 2011 and 2010 in the consolidated financial statements and in this annual report were retrospectively adjusted due to the New Standards’ transition provisions. The data for prior years in the financial statements and in this annual report have also been retrospectively adjusted due to an amendment to IAS 12. For details regarding the effect of early adoption of the New Standards and the amendment to IAS 12, please refer to Notes 2a and 41 to our consolidated financial statements included elsewhere in this annual report.

 

     Year Ended December 31,  
     2008     2009     2010     2011     2012     2012  

(In millions except for per share data) (1)(2)

   NIS     U.S.$  

Statement of Income Data:

            

Rental income

     3,556        4,084        4,147        4,718        5,249        1,406   

Property operating expenses

     1,170        1,369        1,341        1,522        1,705        457   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net operating rental income

     2,386        2,715        2,806        3,196        3,544        949   

Revenues from sale of buildings, land and construction works performed (3)

     613        596        —          1,001        1,749        469   

Cost of buildings sold, land and construction works performed (3)

     679        554        —          967        1,665        446   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit (loss) from sale of buildings, land and construction works performed

     (66     42        —          34        84        23   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit

     2,320        2,757        2,806        3,230        3,628        972   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Fair value gain (loss) on investment property and investment property under development, net (4)

     (3,956     (1,922     935        1,670        1,913        512   

General and administrative expenses

     (489     (584     (569     (733     (648     (174

Other income

     704        777        21        115        164        44   

Other expenses

     (85     (41     (46     (110     (47     (13

Group’s share in earnings (losses) of equity-accounted investees, net

     (86     (268     171        334        299        80   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating income (loss)

     (1,592     719        3,318        4,506        5,309        1,421   

 

1


Table of Contents
     Year Ended December 31,  
     2008     2009     2010     2011     2012     2012  

(In millions except for per share data) (1)(2)

   NIS     U.S.$  

Finance expenses

     (1,739     (1,793     (1,764     (2,197     (2,214     (593

Finance income

     802        1,551        525        72        120        32   

Increase (decrease) in value of financial investments

     (727     81        —          —          —          —     
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) before taxes on income

     (3,256     558        2,079        2,381        3,215        860   

Taxes on income (tax benefit)

     (597     (142     390        328        681        182   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss)

     (2,659     700        1,689        2,053        2,534        678   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss) attributable to:

            

Equity holders of the Company

     (1,075     1,101        831        719        957        256   

Non-controlling interests

     (1,584     (401     858        1,334        1,577        422   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
     (2,659     700        1,689        2,053        2,534        678   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Basic net earnings (loss) per share

     (8.58     8.49        5.89        4.65        5.80        1.55   

Diluted net earnings (loss) per share

     (8.58     8.47        5.87        4.30        5.59        1.50   

 

     Year Ended December 31,  

(In thousands)

   2008      2009      2010      2011      2012  

Weighted average number of shares used to calculate:

              

Basic earnings per share

     125,241         129,677         141,150         154,456         164,912   

Diluted earnings per share

     125,303         129,706         141,387         154,783         165,016   

 

(1) As stated above, we have early adopted the New Standards starting from the consolidated financial statements of the second quarter of 2012. Additionally, we implemented the amendment to IAS 12 referred to above in the first quarter of 2012 as prescribed by IFRS (the New Standards and the amendment to IAS 12, collectively, the “New IFRSs”). According to the transition provisions of the New IFRSs, we retrospectively adjusted the comparative numbers for the years ended December 31, 2011 and 2010, with the effective adoption date being January 1, 2010. Accordingly, the data shown above for the years ended December 31, 2009 and 2008 are as originally presented without any effect of the New IFRSs. Had the New IFRSs been applied to the aforementioned years, both revenue from sale of buildings and cost of buildings sold would have been reduced substantially but we estimate that the impact on net income (loss) would have been immaterial.
(2) During 2012 we changed the presentation of our profit or loss statement by separating the gross profit of rental activity from the gross profit of selling buildings, lands and construction works activity. This presentation, in our opinion, is more suitable to our results of operation. The above mentioned change had no impact on the net income and is implemented in the comparative profit or loss data throughout this annual report.
(3) Revenues from sale of buildings, land and construction works performed primarily comprises revenue from construction works performed by the Dori Group. Cost of buildings sold, land and construction works performed primarily comprises costs of construction work performed by the Dori Group. Through April 17, 2011, Dori Group was included in our financial statements as an equity-accounted investee. Since April 17, 2011, Dori Group has been fully consolidated due to our acquisition of an additional 50% interest in Acad. See also footnote (1) above.
(4) Pursuant to IAS 40 “Investment Property”, gains or losses arising from change in fair value of our investment property and our investment property under development where fair value can be reliably measured are recognized in our income statement at the end of each period.

 

     As of December 31,  
     2008      2009      2010      2011      2012      2012  

(In millions) (1)

   NIS      U.S.$  

Selected Balance Sheet Data:

                 

Investment property

     34,966         42,174         41,242         51,014         55,465         14,858   

Investment property under development

     2,626         2,994         2,266         2,198         2,806         752   

Total assets

     44,730         51,504         50,408         64,599         71,062         19,036   

Long term interest-bearing liabilities from financial institutions (2)

     17,158         17,162         14,644         18,973         19,433         5,206   

Long term debentures (3)

     10,542         13,862         13,768         15,379         18,500         4,956   

Total liabilities

     33,624         38,238         35,217         44,971         48,413         12,969   

Equity attributable to equity holders of the Company

     3,334         5,189         5,986         7,310         7,849         2,102   

Non-controlling interests

     7,772         8,077         9,205         12,318         14,800         3,965   

Total equity

     11,106         13,266         15,191         19,628         22,649         6,067   

 

(1) As stated above, we have early adopted the New Standards starting from the consolidated financial statements of the second quarter of 2012. Additionally, we implemented the amendment to IAS 12 in the first quarter of 2012 as prescribed by IFRS (collectively, the “New IFRSs”). According to the transition provisions of the New IFRSs, we retrospectively adjusted the comparative numbers for the years 2011 and 2010, with the effective adoption date being January 1, 2010. Accordingly, the numbers shown above as of December 31, 2009 and 2008 are as originally presented without any effect of the New IFRSs. Had the New IFRSs been applied to the aforementioned dates the most significant impact would have been to include Atrium as equity-accounted investee as of December 31, 2009 instead of its proportionate consolidation as presented above. However, we estimate that the impact on shareholders equity and on total equity would have been immaterial.
(2) As of December 31, 2012, NIS 7.8 billion (U.S.$ 2.1 billion) of our interest-bearing liabilities from financial institutions were unsecured and the remainder were secured.
(3) As of December 31, 2012, NIS 850 million (U.S.$ 228 million) aggregate principal amount of our debentures was secured and the remainder was unsecured.

 

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     As of December 31,  
     2008      2009      2010      2011      2012  

Other Operating Data (1):

              

Number of Group operating properties

     453         629         646         642         622   

Total Group GLA (in thousands of sq. ft.)

     50,652         67,559         70,006         72,903         73,292   

Group occupancy (%)

     94.5         93.6         93.9         94.3         95.0   

 

(1) Includes equity-accounted investees.

 

     Year Ended December 31,  
     2008     2009      2010      2011      2012      2012  

(In millions except for per share data) (1)

   NIS      U.S.$  

Other Financial Data:

                

NOI (2)

     2,396        2,729         2,806         3,196         3,544         949   

Adjusted EBITDA (2)

     1,874        2,254         2,548         2,864         3,301         884   

Dividends

     155        186         211         241         264         71   

Dividends per share

     1.24        1.42         1.48         1.56         1.60         0.43   

EPRA FFO (2)(3)

     (40     223         141         102         366         98   

Adjusted EPRA FFO (2)(3)

     190        420         359         405         533         143   

 

     Year Ended December 31,  
     2008     2009     2010     2011     2012     2012  

(In millions) (1)

   NIS     U.S.$  

Cash flows provided by (used in):

            

Operating activities

     653        926        659        1,126        1,393        372   

Investing activities

     (4,880     (677     (2,548     (4,217     (4,646     (1,244

Financing activities

     4,161        1,225        1,589        4,017        3,490        935   

 

     As of December 31,  
     2008      2009      2010      2011      2012      2012  

(In millions) (1)

   NIS      U.S.$  

EPRA NAV (2)(3)

     3,675         5,631         5,957         8,141         9,394         2,516   

EPRA NNNAV (2)(3)

     5,997         5,472         5,195         6,893         7,324         1,962   

 

(1) As stated above, we have early adopted and implemented the New IFRSs. According to the transition provisions of the New IFRSs, we retrospectively adjusted the comparative numbers for the years ended December 31, 2011 and 2010, with the effective adoption date being January 1, 2010. Accordingly, the data shown above for the years ended December 31, 2009 and 2008 are as originally presented without any effect of the New IFRSs. Had the New IFRSs been applied to the aforementioned years, we estimate that the impact on the above figures would have been immaterial.
(2) For definitions and reconciliations of NOI, Adjusted EBITDA, EPRA FFO, Adjusted EPRA FFO, EPRA NAV and EPRA NNNAV and statements disclosing the reasons why our management believes that their presentation provides useful information to investors and, to the extent material, any additional purposes for which our management uses them see “Item 5—Operating and Financial Review and Prospects”.
(3) In countries using IFRS, it is customary for companies with income-producing property to publish their “EPRA Earnings”, which we refer to as EPRA FFO. EPRA FFO is a measure for presenting the operating results of a company that are attributable to its equity holders. We believe that these measures are consistent with the position paper of EPRA, which states, “EPRA Earnings is similar to NAREIT FFO. The measures are not exactly the same, as EPRA Earnings has its basis in IFRS and FFO is based on US-GAAP.” We believe that EPRA FFO is similar in substance to funds from operations, or FFO, with adjustments primarily for the attribution of results under IFRS.

Exchange Rate Information

The following table sets forth, for each period indicated, the low and high exchange rates for NIS expressed as NIS per U.S. dollar, the exchange rate at the end of such period and the average of such exchange rates on the last day of each month during such period, based on the daily representative rate of exchange as published by the Bank of Israel. The exchange rates set forth below demonstrate trends in exchange rates, but the actual exchange rates used throughout this annual report may vary.

 

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     Year Ended December 31,  
     2008      2009      2010      2011      2012  

High

     4.02         4.25         3.89         3.82         4.08   

Low

     3.23         3.69         3.54         3.36         3.70   

Period end

     3.80         3.77         3.54         3.82         3.73   

Average Rate

     3.58         3.92         3.73         3.58         3.86   

The following table shows, for each of the months indicated, the high and low exchange rates between the NIS and the U.S. dollar, expressed as NIS per U.S. dollar and based upon the daily representative rate of exchange as published by the Bank of Israel:

 

Month

   High
(NIS)
     Low
(NIS)
 

October 2012

     3.90         3.79   

November 2012

     3.95         3.81   

December 2012

     3.84         3.73   

January 2013

     3.79         3.71   

February 2013

     3.73         3.66   

March 2013

     3.73         3.64   

On April 17, 2013 the daily representative rate of exchange between the NIS and U.S. dollar as published by the Bank of Israel was NIS 3.6240 to $1.00.

 

B. Capitalization and Indebtedness

Not applicable.

 

C. Reasons for the Offer and Use of Proceeds

Not applicable.

 

D. Risk Factors

Our business involves a high degree of risk. Please carefully consider the risks we describe below in addition to the other information set forth elsewhere in this annual report and in our other filings with the SEC. These material risks could adversely affect our business, financial condition and results of operations.

Risks Related to Our Business and Operations

Economic conditions may make it difficult to maintain or increase occupancy rates and rents and a deterioration in economic conditions in one or more of our key regions could adversely impact our results of operations.

In 2012, our rental income (assuming full consolidation of jointly-controlled entities) was derived 34.8% from Canada, 22.1% from the United States, 20.2% from Central and Eastern Europe, 19.3% from Northern and Western Europe, 3.1% from Israel, and 0.5% from Brazil. During the recent economic downturn, general market conditions deteriorated in many of our markets, particularly the United States and Central and Eastern Europe, and a lack of financing and a decrease in consumer spending prevented retailers from expanding their activities. As a consequence, occupancy rates declined in some of the regions in which we operate, most significantly in the United States where the occupancy rates for our shopping centers decreased from 93.2% as of December 31, 2007 to 92.1% as of December 31, 2012. In addition, we granted rent concessions to some tenants during this period. The economic downturn adversely affected our net operating income and the value of our assets in all of the regions in which we operate. In addition, currencies in many of our markets were devalued during that period. Although general market conditions have improved and currencies have strengthened in those markets since 2010, our ability to maintain or increase our occupancy rates and rent levels depends on continued improvements in global and local economic conditions.

While the economy in many of our markets has been improving, particularly in the United States and Canada, macro-economic challenges, such as low consumer confidence, high unemployment and reduced consumer spending, have adversely affected many retailers and continue to adversely affect the retail sales of many regional and local tenants in some of our markets and our ability to re-lease vacated space at higher rents. Moreover, companies in some of our markets shifted to a more cautionary mode with respect to leasing as a result of the prevailing economic climate and demand for retail space has declined generally, reducing the market rental rates for our properties. As a result, in these markets we may not be able to re-lease vacated space and, if we are able to re-lease vacated space, there is no assurance that rental rates will be equal to or in excess of current rental rates. In addition, we may incur substantial costs in obtaining new tenants, including brokerage commissions paid by us in connection with new leases or lease renewals, and the cost of making leasehold improvements. These events and factors could adversely affect our rental income and overall results of operations.

 

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While most of our shopping centers are anchored by supermarkets, drugstores or other necessity-oriented retailers, which are less susceptible to economic cycles, other tenants of our public subsidiaries, particularly small shop tenants of Equity One and of our affiliate Atrium, have been vulnerable to declining sales and reduced access to capital. As a result, some tenants have requested rent adjustments and abatements, while other tenants have not been able to continue in business at all. Our ability to renew or replace these tenants at comparable rents could adversely impact occupancy rates and overall results of operations.

We seek to expand through acquisitions of additional real estate assets, including other businesses; such expansion may not yield the returns expected, may result in disruptions to our business, may strain management resources and may result in dilution to our shareholders or dilution of our interests in our subsidiaries and affiliates.

Our investing strategy and our market selection process may not ultimately be successful, may not provide positive returns on our investments and may result in losses. The acquisition of properties, groups of properties or other businesses entails risks that include the following, any of which could adversely affect our results of operations and financial condition:

 

   

we may not be able to identify suitable properties to acquire or may be unable to complete the acquisition of the properties we identify;

 

   

we may not be able to integrate any acquisitions into our existing operations successfully;

 

   

properties we acquire may fail to achieve the occupancy or rental rates we project at the time we make the decision to acquire; and

 

   

our pre-acquisition evaluation of the physical condition of each new investment may not detect certain defects or identify necessary repairs or may fail to properly evaluate the costs involved in implementing our plans with respect to such investment.

Together with our acquisition of individual properties and groups of properties, we have been an active business acquirer and, as part of our growth strategy, we expect to seek to acquire real estate-related businesses in the future. The acquisition and integration of each business involves a number of risks and may result in unforeseen operating difficulties and expenditures in assimilating or integrating the businesses, properties, personnel or operations of the acquired business. Our due diligence prior to our acquisition of a business may not uncover certain legal or regulatory issues that could affect such business. Furthermore, future acquisitions may involve difficulties in retaining the tenants or customers of the acquired business, and disrupt our ongoing business, divert our resources and require significant management attention that would otherwise be available for ongoing operation and development of our current business. Moreover, we can make no assurances that the anticipated benefits of any acquisition, such as operating improvements or anticipated cost savings, would be realized or that we would not be exposed to unexpected liabilities in connection with any acquisition.

To complete a future acquisition, we may determine that it is necessary to use a substantial amount of our available liquidity sources or cash or engage in equity or debt financing. If we raise additional funds through further issuances of equity or convertible debt securities, our existing shareholders could suffer significant dilution, and any new equity securities we or our subsidiaries or affiliates issue could have rights, preferences and privileges senior to those of holders of our ordinary shares. If our subsidiaries or affiliates raise additional funds through further issuances of equity or convertible debt securities, Gazit-Globe, as the holder of equity securities of our subsidiaries and affiliates, could suffer significant dilution, and any new equity securities our subsidiaries or affiliates issue could have rights, preferences and privileges senior to those held by Gazit-Globe. We may not be able to obtain additional financing on terms favorable to us, if at all, which could limit our ability to engage in acquisitions.

We are dependent upon large tenants that serve as anchors in our shopping centers and decisions made by these tenants or adverse developments in their businesses could have a negative impact on our financial condition.

We own shopping centers that are anchored by large tenants. Because of their reputation or other factors, these large tenants are particularly important in attracting shoppers and other tenants to our centers. Our rental income depends upon the ability of the tenants of our properties and, in particular, these anchor tenants, to generate enough income to make their lease payments to us. Certain of our anchor tenants may make up a significant percentage of our rental income in certain markets. For example, Kesko accounted for 16.9% of Citycon’s rental income in 2012, Publix accounted for 5.7% of Equity One’s total annual minimum rent as of December 31, 2012 and Shoppers Drug Mart accounted for 6.4% of First Capital’s total annual minimum rent as of December 31, 2012. In addition, supermarkets and other grocery stores, many of which are anchor tenants, accounted for approximately 22% of our total rental income in 2012, assuming full consolidation of equity-accounted jointly-controlled entities. We generally develop or redevelop our shopping centers based on an agreement with an anchor tenant. Changes beyond our control may adversely affect the tenants’ ability to make lease payments or could result in them terminating their leases. These changes include, among others:

 

   

downturns in national or regional economic conditions where our properties are located, which generally will negatively impact the rental rates;

 

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changes in the buying habits of consumers in the regions surrounding those shopping centers including a shift to preference for online shopping and e-commerce;

 

   

changes in local market conditions such as an oversupply of properties, including space available by sublease or new construction, or a reduction in demand for our properties;

 

   

competition from other available properties; and

 

   

changes in federal, state or local regulations and controls affecting rents, prices of goods, interest rates, fuel and energy consumption.

As a result, tenants may determine not to renew leases, delay lease commencement or adjust their square footage needs downward. In addition, anchor tenants often have more favorable lease provisions and significant negotiating power. In some instances, we may need to seek their permission to lease to other, smaller tenants. Anchor tenants, particularly retail chains, may also change their operating policies for their stores (such as the size of their stores) and the regions in which they operate. As a result, anchor tenants may determine not to renew leases or delay lease commencement. An anchor tenant may decide that a particular store is unprofitable and close its operations in our center, and, while the tenant may continue to make rental payments, such a failure to occupy its premises could have an adverse effect on the property. A lease termination by an anchor tenant or a failure by that anchor tenant to occupy the premises could result in lease terminations or reductions in rent by other tenants in the same shopping center. In addition, we are subject to the risk of defaults by tenants or the failure of any lease guarantors to fulfill their obligations, tenant bankruptcies and other early termination of leases or non-renewal of leases. Any of these developments could materially and adversely affect our financial condition and results of operations.

Commencement of operations in new geographic markets and asset classes involves risks and may result in us investing significant resources without realizing a return and may adversely impact our future growth.

The commencement of operations in new geographic markets or asset classes in which we have little or no prior experience involves costs and risks. In the past, we expanded into new regions, including Central and Eastern Europe and Brazil, and into other asset classes, such as medical office buildings and senior care facilities. While we currently have no specific plans to commence operations in new geographic markets or asset classes, we may decide to enter into new markets or asset classes in the future when an opportunity presents itself. When commencing such operations, we need to learn and become familiar with the various aspects of operating in these new geographic markets or asset classes, including regulatory aspects, the business and macro-economic environment, new currency exposure, as well as the necessity of establishing new systems and administrative headquarters at substantial costs. Additionally, it may take many years for an acquisition to achieve desired results as factors such as obtaining regulatory permits, construction, signing the right mix of tenants and assembling the right management team take time to implement. In some cases, we may commence such operations by means of a joint venture which often offers the advantage of a partner with superior experience, but also has the risks associated with any activity conducted jointly with a non-controlled third party. In addition, entry into new geographic markets may also lead to difficulty managing geographically separated organizations and assets, difficulty integrating personnel with diverse business backgrounds and organizational cultures and compliance with foreign regulatory requirements applicable to acquisitions. Our failure to successfully expand into new geographies and asset classes may result in us investing significant resources without realizing a return and may adversely impact our future growth.

If we or our public subsidiaries are unable to obtain adequate capital, we may have to limit our operations substantially.

Our acquisition and development of properties and our acquisition of other businesses and equity interests in real estate companies are financed in part by loans received from banks, insurance companies and other financing sources, as well as from the sale of shares, notes, debentures and convertible debentures in public and private offerings. Our public subsidiaries satisfy their capital requirements through debt and equity financings in their respective local markets. The practices in these markets vary significantly, for example, with some of the markets based entirely on bank lending and others depending significantly on accessing the capital markets. Our ability to obtain, or obtain on economically desirable terms, financing could be affected by unavailability or a shortage of external financing sources, changes in existing financing terms, changes in our financial condition and results of operations, legislative changes, changes in the public or private markets in our operating regions and deterioration of the economic situation in our operating regions. Should our ability to obtain financing be impaired, our operations could be limited significantly. Our business results are dependent on our ability to obtain loans or capital in the future in order to repay our loans, notes, debentures and convertible debentures.

 

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We have substantial debt obligations which may negatively affect our results of operations and financial position and put us at a competitive disadvantage.

Our organizational documents do not limit the amount of debt that we may incur and we do not have a policy that limits our debt to any particular level. As of December 31, 2012, we and our private subsidiaries had outstanding interest-bearing debt in the aggregate amount of NIS 15,101 million (U.S.$ 4,045 million) and other liabilities outstanding in the aggregate amount of NIS 710 million (U.S.$ 190 million), of which approximately 8% matures during 2013. On a consolidated basis, we had debt and other liabilities outstanding as of December 31, 2012 in the aggregate amount of NIS 48,413 million (U.S.$ 12,969 million), of which 11.1% matures during 2013. We are subject to covenant compliance obligations and each of our public subsidiaries is subject to its own covenant compliance obligations. Furthermore, the indebtedness of each of our public subsidiaries is independent of each other public subsidiary and is not subject to any guaranty by Gazit-Globe or its wholly-owned subsidiaries.

The amount of debt outstanding from time to time could have important consequences to us and our public subsidiaries. For example, it could

 

   

require that we dedicate a substantial portion of cash flow from operations to payments on debt, thereby reducing funds available for operations, property acquisitions, redevelopments and other business opportunities that may arise in the future;

 

   

limit the ability to make distributions on equity securities, including the payment of dividends;

 

   

make it difficult to satisfy debt service requirements;

 

   

limit flexibility in planning for, or reacting to, changes in business and the factors that affect profitability, which may place us at a disadvantage compared to competitors with less debt or debt with less restrictive terms;

 

   

adversely affect financial ratios and debt and operational coverage levels monitored by rating agencies and adversely affect the ratings assigned to our or our public subsidiaries’ debt, which could increase the cost of capital; and

 

   

limit our or our public subsidiaries’ ability to obtain any additional debt or equity financing that may be needed in the future for working capital, debt refinancing, capital expenditures, acquisitions, redevelopment or other general corporate purposes or to obtain such financing on favorable terms.

If our or our public subsidiaries’ internally generated cash is inadequate to repay indebtedness upon an event of default or upon maturity, then we or our public subsidiaries will be required to repay or refinance the debt. If we or our public subsidiaries are unable to refinance our indebtedness on acceptable terms or if the amount of refinancing proceeds is insufficient to fully repay the existing debt, we or our public subsidiaries might be forced to dispose of properties, potentially upon disadvantageous terms, which might result in losses and might adversely affect our cash available for distribution. If prevailing interest rates or other factors at the time of refinancing result in higher interest rates on refinancing, our interest expense would increase without a corresponding increase in our rental rates, which would adversely affect our results of operations.

In addition, our debt financing agreements and the debt financing agreements of our public subsidiaries contain representations, warranties and covenants, including financial covenants that, among other things, require the maintenance of certain financial ratios. Certain of the covenants that apply to Gazit-Globe depend upon the performance of our public subsidiaries and we therefore have less control over our compliance with those covenants. For example, covenants that apply to Gazit-Globe require Citycon to maintain a minimum ratio of equity to total assets less advances received and a minimum ratio of EBITDA to net finance expenses. Another covenant requires First Capital to maintain a minimum ratio of EBITDA to finance expenses.

Should we or our public subsidiaries breach any such representations, warranties or covenants contained in any such loan or other financing agreement, or otherwise be unable to service interest payments or principal repayments, we or our public subsidiaries may be required immediately to repay such borrowings in whole or in part, together with any related costs and a default under the terms of certain of our other indebtedness may result from such breach. For example, a decline in the property market or a wide scale tenant default may result in a failure to meet any loan to value or debt service coverage ratios, thereby causing an event of default and we or our public subsidiaries, as the case may be, may be required to prepay the relevant loan. A significant portion of Gazit-Globe’s equity interests in its subsidiaries are pledged as collateral for Gazit-Globe’s revolving credit facilities and other indebtedness incurred by Gazit-Globe directly and by its private subsidiaries. As of December 31, 2012, the principal amount of such indebtedness was NIS 3,162 million (U.S.$ 847 million), which constituted 6.5% of our consolidated indebtedness as of such date. In the event that Gazit-Globe is required to prepay its loans, the lenders under such loans may determine to pursue remedies against and cause the sale of those equity interests. In addition, since certain of our properties were mortgaged to secure payment of indebtedness with a principal amount of NIS 10,909 million (U.S.$ 2,922 million) as of December 31, 2012, which constituted 22.5% of our consolidated indebtedness as of such date, in the event we are unable to refinance or repay our borrowing, we may be unable to meet mortgage payments, or we may default under the related mortgage, deed of trust or other pledge and such property could be transferred to the mortgagee or pledgee, or the mortgagee or pledgee could foreclose upon the property, appoint a receiver and receive an assignment of rents and leases or pursue other remedies, all with a consequent loss of income and asset value. Moreover, any restrictions on cash distributions as a result of breaching financial ratios, failure to repay such borrowings or, in certain circumstances, other breaches of covenants, representations and warranties under our debt financing agreements could result in us being prevented from paying dividends to our investors and have an adverse effect on our liquidity.

 

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The inability of any of our public subsidiaries to satisfy their liquidity requirements may materially and adversely impact our results of operations.

Even though we present the assets and liabilities of our public subsidiaries on a consolidated basis and of an affiliate, they satisfy their short-term liquidity and long-term capital requirements through cash generated from their respective operations and through debt and equity financings in their respective local markets. Our liquidity and available borrowings presented on a consolidated basis may not therefore be reflective of the position of any one of our public subsidiaries since the liquidity and available borrowings of each of our public subsidiaries are not available to support the others’ operations. Although we have from time to time purchased equity or convertible debt securities of our public subsidiaries, we have not generally made shareholder loans to them and may have insufficient resources to do so even if our overall financial position on a consolidated basis is positive. Each public subsidiary is subject to its own covenant compliance obligations and the failure of any public subsidiary to comply with its obligations could result in the acceleration of its indebtedness which could have a material adverse effect on our financial position and results of operations.

Our results of operations may be adversely affected by fluctuations in currency exchange rates and we may not have adequately hedged against them.

Because we own and operate assets in many regions throughout the world, our results of operations are affected by fluctuations in currency exchange rates. For the year ended December 31, 2012, 34.9% of our rental income (assuming full consolidation of jointly-controlled entities) was earned in Canadian dollars, 30.0% in Euros, 22.8% in U.S. dollars, 4.8% in Swedish Krona, and 3.1% in NIS. Our income from development and construction of residential projects activity is primarily generated in NIS (NIS 84 million of gross profit during 2012). In addition, our reporting currency is the New Israeli Shekel, or NIS, and the functional currency is separately determined for each of our subsidiaries. When a subsidiary’s functional currency differs from our reporting currency, the financial statements of such subsidiary are translated to NIS so that they can be included in our financial statements. As a result, fluctuations of the currencies in which we conduct business relative to the NIS impact our results of operations and the impact may be material. For example, the average annual rate of the U.S. dollar and the Canadian dollar strengthened 7.8 % and 6.6%, respectively, against the NIS for 2012 compared to 2011, which resulted in our net operating income increasing by total amount of NIS 179 million, or 5.0%. We continually monitor our exposure to currency risk and pursue a company-wide foreign exchange risk management policy, which includes seeking to hold our equity in the currencies of the various markets in which we operate in the same proportions as the assets in each such currency bear to our total assets. We have in the past and expect to continue in the future to at least partly hedge such risks with certain financial instruments. Future currency exchange rate fluctuations that we have not adequately hedged could adversely affect our profitability. We also face risks arising from the imposition of exchange controls and currency devaluations. Exchange controls may limit our ability to convert foreign currencies into NIS or to remit dividends and other payments by our foreign subsidiaries or businesses located in or conducted within a country imposing controls. Currency devaluations result in a diminished value of funds denominated in the currency of the country instituting the devaluation.

We are subject to a disproportionate impact on our properties due to concentration in certain areas.

As of December 31, 2012, approximately 10.6%, 13.1%, 6.9% and 4.2% of our total GLA was located in Florida (U.S.), the greater Toronto area (Canada), the greater Montreal area (Canada) and metropolitan Helsinki (Finland), respectively. A regional recession or other major, localized economic disruption or a natural disaster, such as an earthquake or hurricane, in any of these areas could adversely affect our ability to generate or increase operating revenues from our properties, attract new tenants to our properties or dispose of unproductive properties. Any reduction in the revenues from our properties would effectively reduce the income we generate from them, which would adversely affect our results of operations and financial condition. Conversely, strong economic conditions in a region could lead to increased building activity and increased competition for tenants.

 

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Certain emerging markets in which we have properties are subject to greater risks than more developed markets, including significant legal, economic and political risks.

Some of our current and planned investments are located in emerging markets, primarily within Central and Eastern Europe and Brazil, which as of December 31, 2012 comprised 18.4% and 0.3% of our total GLA, respectively, and in India, where we have an investment commitment in Hiref International LLC, a real estate fund, for U.S.$ 110 million (of which we had invested U.S.$ 94.2 million through December 31, 2012) and, as such, are subject to greater risks than those in markets in Northern and Western Europe and North America, including greater legal, economic and political risks. Our performance could be adversely affected by events beyond our control in these markets, such as a general downturn in the economy of countries in which these markets are located, conflicts between states, changes in regulatory requirements and applicable laws (including in relation to taxation and planning), adverse conditions in local financial markets and interest and inflation rate fluctuations. In addition, adverse political or economic developments in these or in neighboring countries could have a significant negative impact on, among other things, individual countries’ gross domestic products, foreign trade or economies in general. While we currently have no plans to enter new emerging markets, some emerging economies in which we currently operate have historically experienced substantial rates of inflation, an unstable currency, high government debt relative to gross domestic products, a weak banking system providing limited liquidity to domestic enterprises, high levels of loss-making enterprises that continue to operate due to the lack of effective bankruptcy proceedings, significant increases in unemployment and underemployment and the impoverishment of a large portion of the population. This may have a material adverse effect on our business, financial condition or results of operations.

Our reported financial condition and results of operations under IFRS are impacted by changes in value of our real estate assets, which is inherently subjective and subject to conditions outside of our control.

Our consolidated financial statements have been prepared in accordance with IFRS. There are significant differences between IFRS and U.S. GAAP which lead to different results under the two systems of accounting. Currently, one of the most significant differences between IFRS and U.S. GAAP is an option under IFRS to record the fair market value of our real estate assets in our financial statements on a quarterly basis, which we have adopted. Accordingly, our financial statements have been significantly impacted in the past by fluctuations due to changes in fair market value of our assets even though no actual disposition of assets took place. For example, in 2012 and 2011, we increased the fair value of our properties on a consolidated basis by NIS 1,913 million and NIS 1,670 million, respectively.

The valuation of property is inherently subjective due to the individual nature of each property. As a result, valuations are subject to uncertainty. Fair value of investment property including development and land was determined by accredited independent appraisers with respect to 63% of such investment properties during the year ended December 31, 2012 (44% of which were performed at December 31, 2012). A significant proportion of the valuations of our properties were not performed by appraisers at the balance sheet date, based on materiality thresholds and other considerations that we have applied across our properties. As a result of these factors, there is no assurance that the valuations of our interests in the properties reflected in our financial statements would reflect actual sale prices even where any such sales occur shortly after the financial statements are prepared.

Other real estate companies that are publicly traded in the United States use U.S. GAAP to report their financial statements and are therefore not currently required to record the fair market value of their real estate assets on a quarterly basis. As a result, significant declines or fluctuations in the value of real estate assets could impact us disproportionately compared to these other companies.

In addition, in recent years several amendments have been made to IFRS standards, including those that affect us, and we have had to revise our accounting policies in order to comply with such amended standards. Commonly, the transition provisions of these amendments require us to implement the amendments on comparative figures as well. Figures with respect to prior periods that are not required to be included in our financial statements are therefore not adjusted retroactively. As a result, the utility of the comparative figures for certain years may be limited.

Real estate is generally an illiquid investment.

Real estate is generally an illiquid investment as compared to investments in securities. While we do not currently anticipate a need to dispose of a significant number of real estate assets in the short-term, such illiquidity may affect our ability to dispose of or liquidate real estate assets in a timely manner and at satisfactory prices in response to changes in economic, real estate market or other conditions.

We may be obliged to dispose of our interest in a property or properties at a time, for a price or on terms not of our choosing. In addition, some of our anchor tenants have rights of first refusal or rights of first offer to purchase the properties in which they lease space in the event that we seek to dispose of such properties. The presence of these rights of first refusal and rights of first offer could make it more difficult for us to sell these properties in response to market conditions. These limitations on our ability to sell our properties could have an adverse effect on our financial condition and results of operations.

 

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Our competitive position and future prospects depend on our senior management and the senior management of our subsidiaries and affiliates.

The success of our property development and investment activities depend, among other things, on the expertise of our board of directors, our executive team and other key personnel in identifying appropriate opportunities and managing such activities, as well as the executive teams of our subsidiaries and affiliates. The employment agreements pursuant to which Messrs. Katzman and Segal provide such services to Gazit-Globe have expired. Even though their employment agreements have expired, Messrs. Katzman and Segal are continuing to serve as our executive chairman and executive vice chairman, respectively. We intend to take steps to formulate new terms of employment and compensation for them, but there can be no assurance that we will be able to reach new agreements with either or both of Messrs. Katzman and Segal or that such agreements will be approved as required under the Israeli Companies Law, 5759-1999, as amended, or the Israeli Companies Law. Mr. Katzman currently also serves as the chairman of the board of Equity One, First Capital, Citycon, Atrium, and Norstar and Mr. Segal currently also serves as the vice chairman of the board, president and chief executive officer of First Capital, the vice chairman of the board of Equity One, and as a board member of Norstar and Dori Group. With respect to some of these positions, Messrs. Katzman and Segal have written engagement and remuneration agreements with such public subsidiaries and affiliates which remain in effect. In addition, recent legislation in Israel, specifically Amendment 20 to the Israeli Companies Law, requires that the Company’s compensation plan for officers as well as the employment agreement of its president be approved by a special majority shareholder vote. The loss of some or all of these individuals or an inability to attract, retain and maintain additional personnel, including due to the possible failure to attain special majority shareholder approval mentioned above, could prevent us from implementing our business strategy and could adversely affect our business and our future financial condition or results of operations. We do not carry key man insurance with respect to any of these individuals. We cannot guaranty that we will be able to retain all of our existing senior management personnel or to attract additional qualified personnel when needed.

We face significant competition for the acquisition of real estate assets, which may impede our ability to make future acquisitions or may increase the cost of these acquisitions.

We compete with many other entities for acquisitions of necessity-driven real estate, including institutional pension funds, real estate investment trusts and other owner-operators of shopping centers. This competition may affect us in various ways, including:

 

   

reducing properties available for acquisition;

 

   

increasing the cost of properties available for acquisition;

 

   

reducing the rate of return on these properties;

 

   

reducing rents payable to us;

 

   

interfering with our ability to attract and retain tenants;

 

   

increasing vacancy rates at our properties; and

 

   

adversely affecting our ability to minimize expenses of operation.

The number of entities and the amount of funds competing for suitable properties and companies may increase. Such competition may reduce the number of suitable properties and companies available for purchase and increase the bargaining position of their owners. We may lose acquisition opportunities in the future if we do not match prices, structures and terms offered by competitors and if we match our competitors, we may experience decreased rates of return and increased risks of loss. If we must pay higher prices, our profitability may be reduced.

Our competitors may enjoy significant competitive advantages that result from, among other things, a lower cost of capital and enhanced operating efficiencies. Some of these competitors may also have higher risk tolerances or different risk assessments, which could allow them to consider a wider variety of acquisitions. Furthermore, companies that are potential acquisition targets may find competitors to be more attractive because they may have greater resources, may be willing to pay more or may have a more compatible operating philosophy. These factors may create competitive disadvantages for us with respect to acquisition opportunities.

Our investments in development and redevelopment projects may not yield anticipated returns, and we are subject to general construction risks which may increase costs and delay or prevent the construction of our projects.

An important component of our growth strategy is the redevelopment of properties we own and the development of new projects. Some of our assets, representing 3.0% of the value of our properties as of December 31, 2012, are at various stages of development (excluding redevelopment). These developments and redevelopments may not be as successful as currently expected. Expansion, renovation and development projects and the related construction entail the following considerable risks:

 

   

significant time lag between commencement and completion subjects us to risks of fluctuations in the general economy;

 

   

failure or inability to obtain construction or permanent financing on favorable terms;

 

   

inability to achieve projected rental rates or anticipated pace of lease-up;

 

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delay of completion of projects, which may require payment of penalties under lease agreements and subject us to claims for breach of contract;

 

   

incurrence of construction costs for a development project in excess of original estimates;

 

   

expenditure of time and resources on projects that may never be completed;

 

   

acts of nature, such as harsh climate conditions in the winter, earthquakes and floods, that may damage or delay construction of properties; and

 

   

delays and costs relating to required zoning or other regulatory approvals.

The inability to complete the construction of a property on schedule or at all for any of the above reasons could have a material adverse effect on our business, financial condition and results of operations.

Insurance on real estate may not cover all losses.

We currently carry insurance on all of our properties. Certain of our policies contain coverage limitations, including exclusions for certain catastrophic perils and certain aggregate loss limits. For example, we have a portfolio of properties, representing 2.8% of our total GLA, located in California, including several properties in the San Francisco Bay and Los Angeles areas. These properties may be subject to the risk that an earthquake or other similar peril would affect the operation of these properties. We currently do not have comprehensive insurance covering losses from these perils due to the properties being uninsurable, not justifiable and/or commercially reasonable to insure, or for which any insurance that may be available would be insufficient to repair or replace a damaged or destroyed property. In addition, we have a number of properties in Florida and the northeastern U.S. states representing 13% of our total GLA, that are susceptible to hurricanes and tropical storms. While we generally carry windstorm coverage with respect to these properties, the policies contain per occurrence deductibles and aggregate loss limits that limit the amount of proceeds that we may be able to recover. In addition, our properties in Central and Eastern Europe are generally not subject to flood insurance. Further, due to inflation, changes in codes and ordinances, environmental considerations and other factors, it may not be feasible to use insurance proceeds to replace a building after it has been damaged or destroyed.

The availability of insurance coverage may decrease and the prices for insurance may increase as a consequence of significant losses incurred by the insurance industry. In the event of future industry losses, we may be unable to renew or duplicate our current insurance coverage in adequate amounts or at reasonable prices. In addition, insurance companies may no longer offer coverage against certain types of losses, or, if offered, the expense of obtaining these types of insurance may not be justified. We therefore may cease to have insurance coverage against certain types of losses and/or there may be decreases in the limits of insurance available.

Should an uninsured loss, a loss over insured limits or a loss with respect to which insurance proceeds would be insufficient to repair or replace the property occur, we may lose capital invested in the affected property as well as anticipated income and capital appreciation from that property, while we may remain liable for any debt or other financial obligation related to that property.

A failure by Equity One to be treated as a REIT could have an adverse effect on our investment in Equity One.

As of December 31, 2012, Equity One has been treated as a REIT for U.S. federal income tax purposes. Subject to certain exceptions, a REIT generally is able to avoid entity-level tax on income it distributes to its shareholders, provided certain requirements are met, including certain income, asset, and distribution requirements. If Equity One ceases to be treated as a REIT and cannot qualify for any relief provisions under the Internal Revenue Code of 1986, as amended, or the Code, Equity One would generally be subject to an entity-level tax on its income at the graduated rates applicable to corporations. Such tax would reduce Equity One’s profitability and would have an adverse effect on our investment in Equity One.

If we or third-party managers fail to efficiently manage our properties, tenants may not renew their leases or we may become subject to unforeseen liabilities.

If we fail to efficiently manage a property or properties, increased costs could result with respect to maintenance and improvement of properties, loss of opportunities to improve income and yield and a decline in the value of the properties. In addition, we sometimes engage third parties to provide management services for our properties. We may not be able to locate and enter into agreements with qualified management service providers. If any third parties providing us with management services do not comply with their agreements or otherwise do not provide services at the level that we expect, our tenant relationships and rental rates for such properties and, therefore, their condition and value, could be negatively affected.

 

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We rely on third-party management companies to manage certain of our properties which represented 2.0% of our total GLA as of December 31, 2012, specifically the properties owned by ProMed. While we are in regular contact with our third-party managers, we do not supervise them and their personnel on a day-to-day basis and we cannot guaranty that they will manage our properties in a manner that is consistent with their obligations under our agreements, that they will not be negligent in their performance or engage in other criminal or fraudulent activity, or that they will not otherwise default on their management obligations to us. If any of the foregoing occurs, the relationships with our tenants could be damaged, which may cause the tenants not to renew their leases, and we could incur liabilities resulting from loss or injury to the properties or to persons at the properties. If we are unable to lease the properties or we become subject to significant liabilities as a result of third-party management performance, our operating results and financial condition could be substantially harmed.

Properties held by us are subject to multiple permits and administrative approvals and to compliance with existing and future laws and regulations.

Our operations and properties, including our construction, development and redevelopment activities, are subject to regulation by various governmental entities and agencies in connection with obtaining and renewing various licenses, permits, approvals and authorizations, as well as with ongoing compliance with existing and future laws, regulations and standards. A significant change in the regime for obtaining or renewing these licenses, permits, approvals and authorizations, or a significant change in the licenses, permits, approvals and authorizations our operations and properties are subject to, could result in us incurring substantially increased costs which could adversely affect our business, financial condition and results of operations. In addition, each maintenance, construction, development and redevelopment project we undertake must generally receive administrative approvals from various governmental agencies, including fire, health and safety and environmental protection agencies, as well as technical approvals from various utility providers, including electricity, gas and sewage services. These requirements may hinder, delay or significantly increase the costs of these projects, and failure to comply with these requirements may result in fines and penalties as well as cancellation of such projects even, in certain cases, the demolition of the building already constructed. Such consequences could have a material adverse effect on our business, financial condition and results of operations.

We may be subjected to liability for environmental contamination.

As an owner and operator of real estate, we may be liable for the costs of removal or remediation of hazardous or toxic substances present at, on, under, in or released from our properties, as well as for governmental fines and damages for injuries to persons and property. We may be liable without regard to whether we knew of, or were responsible for, the environmental contamination and with respect to properties we have acquired, whether the contamination occurred before or after the acquisition. The presence of such hazardous or toxic substances, or the failure to remediate such substances properly, may also adversely affect our ability to sell or lease the real estate or to borrow using the real estate as security. Laws and regulations, as these may be amended over time, may also impose liability for the release of certain materials into the air or water from a property, including asbestos, and such release can form the basis for liability to third persons for personal injury or other damages. Other laws and regulations can limit the development of, and impose liability for, the disturbance of wetlands or the habitats of threatened or endangered species.

We own several properties that will require or are currently undergoing varying levels of environmental remediation. The presence of contamination or the failure to properly remediate contamination at any of our properties may adversely affect our ability to sell or lease those properties or to borrow funds by using those properties as collateral. The costs or liabilities could exceed the value of the affected real estate. Although we have environmental insurance policies covering most of our properties, there is no assurance that these policies will cover any or all of the potential losses or damages from environmental contamination; therefore, any liability, fine or damage could directly impact our financial results.

We have significant investments in different countries and our worldwide after-tax income as well as our ability to repatriate it might be influenced by any change in the tax law in such countries.

Our effective tax rate reflected in our financial statements might increase or decrease over time as a result of changes in corporate income tax rates, or by other changes in the tax laws of the various countries in which we operate which could reduce our after-tax income or impose or increase taxes upon the repatriation of earnings from countries in which we operate.

The final outcome of our ongoing dispute with the Israeli Tax Authority cannot be predicted with certainty, and an adverse resolution of this matter could have a material adverse effect on our financial condition, results of operations or cash flows.

In December 2009, we received a tax order with respect to our 2004 tax return. According to the tax order, the Israel Tax Authority, or ITA, claimed that the Company should allocate its gross finance, general and administrative expenses either to specific categories of income or based on the ratio of such income to the assets that generated them, as opposed to the Company’s position that these expenses are deductible without any allocation to a specific income. In January 2011, we received a tax order with respect to the Company’s 2005 tax return with similar claims made by the ITA in the tax order for 2004. We appealed the tax order for the years 2004-2005 to the Tel Aviv District Court. In addition, on January 21, 2013 we received a tax order with respect to our 2006 tax return with similar claims by the ITA. We have also appealed the tax order for the year 2006.

 

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We continue to engage in discussions with the tax assessing officer with respect to the tax orders for 2004 through 2006.

If the ITA’s position is fully accepted, the Company would also be exposed to further tax liabilities also with respect to years 2007 onwards, and other adjustments will apply in relation to the amount of losses and credits available for utilization in future years against future tax liabilities in Israel, as set forth in the tax orders received for the relevant years.

Although we believe that the position of the ITA as reflected in the assessments issued for the Company in the years in question should not be accepted, we cannot predict with any certainty that our position will ultimately prevail and an adverse resolution of this matter could have a material adverse effect on our financial condition, results of operations or cash flows. Please see also “Item 8—Financial Information—Legal Proceedings.”

We cannot predict whether we will be subject to any further claims similar to those addressed in the derivative action by former shareholders of Meinl European Land Limited or by others, and any adverse resolution of such claims could have a material adverse effect on our results of operations.

Although on July 28, 2011, our settlement agreement with Meinl Bank AG, related parties, and others became fully effective and the parties subsequently met their obligations to have all outstanding claims dismissed, we can provide no assurance that we or Atrium will not be subject to any further claims similar to those addressed in the derivative action by former shareholders of Meinl European Land Limited or by others. In addition, further to a criminal investigation in Austria against Julius Meinl, the controlling shareholder of Meinl Bank AG, stemming from events that occurred in or before 2007, various investors in Atrium have alleged that Atrium is liable for related wrongdoing including fraud, breach of trust, and other infringements of Austrian law. Any adverse resolution of the various aforementioned claims, if they were to materialize, could have a material adverse effect on our business, financial condition, results of operations, or cash flows. Please see also “Item 8—Financial Information—Legal Proceedings.”

Risks Related to Our Structure

We may face difficulties in obtaining or using information from our public subsidiaries.

We rely on information that we receive from our public subsidiaries both to provide guidance in connection with the business and to comply with our reporting obligations as a public company. We receive information from our public subsidiaries on a quarterly basis in connection with the preparation of our quarterly or annual results of operations. While we believe that we have been, and will continue to be, provided with all material information from our subsidiaries that we require to manage our business and comply with our reporting obligations as a public company, we do not have formal arrangements to receive information with all of our public subsidiaries. In addition, directors in our public subsidiaries who are affiliated with us receive information at their periodic board meetings and through their discussions with management. However, the ability of these directors to use or disclose that information to others at Gazit-Globe prior to its disclosure by the public subsidiary may be subject to limitations resulting from the corporate governance and securities laws governing such subsidiaries and contractual and fiduciary obligations limiting the actions of their directors. In limited circumstances, we could face a conflict between our disclosure obligations and the disclosure obligations of our public subsidiaries. In addition, if we wish to engage in a capital markets or other transaction in which we are required to disclose certain information that our subsidiaries are not required or willing to disclose under their respective securities laws, we may need to change the timing or form of our capital raising plans. Our public subsidiaries are listed in different jurisdictions and operate in different geographic markets and do not present information regarding their operations on a uniform basis. Accordingly, we may not present certain data that is typically presented by other real estate companies in certain jurisdictions.

A significant portion of our business is conducted through public subsidiaries and our failure to generate sufficient cash flow from these subsidiaries, or otherwise receive cash from these subsidiaries, could result in our inability to repay our indebtedness.

We conduct the substantial majority of our operations through public subsidiaries that operate in our key regions around the world. After satisfying their cash needs, these subsidiaries have traditionally declared dividends to their stockholders, including us. In 2012, we received dividend payments of NIS 675 million from subsidiaries and affiliates, as well as interest payments of NIS 9 million on account of convertible debentures issued by Citycon.

The ability of our subsidiaries in general, and our public subsidiaries in particular, to pay dividends and interest or make other distributions on equity to us, is subject to limitations that could change or become more stringent in the future. Applicable laws of the respective jurisdictions governing each subsidiary may place limitations on payments of dividends, interest or other distributions by each of our subsidiaries or may subject them to withholding taxes. The determination to pay a dividend is made by the boards of directors of each entity and our nominees or persons otherwise affiliated with us represent less than a majority of the members of the boards of directors of each of these entities. In addition, our subsidiaries incur debt on their own behalf and the instruments governing such debt may restrict their ability to pay dividends or make other distributions to us. Creditors of our subsidiaries will be entitled to payment from the assets of those subsidiaries before those assets can be distributed to us. The inability of our operating subsidiaries to make distributions to us could have a material adverse effect on our business, financial condition and results of operations.

 

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The control that we exert over our public subsidiaries may be subject to legal and other limitations, and a decision by us to exert that control may adversely impact perceptions of investors in those subsidiaries.

Although we have a controlling interest in each of our public subsidiaries, Equity One, First Capital, Citycon, and Dori Group, and have joint control over Atrium which is an equity-accounted investee, they are publicly traded companies in which significant portions of the shares are held by public shareholders. These entities are subject to legal or regulatory requirements that are typical for public companies and we may be unable to take certain courses of action without the prior approval of a particular shareholder or a specified percentage of shareholders (either under shareholders’ agreements or by operation of law or the rules of a stock exchange). The existence of minority interests in certain of our subsidiaries may limit our ability to influence the operations of these subsidiaries, to increase our equity interests in these subsidiaries, to combine similar operations, to utilize synergies that may exist between the operations of different subsidiaries or to reorganize our structure in ways that may be beneficial to us. Under certain circumstances, the boards of directors of those entities may decide to undertake actions that they believe are beneficial to the shareholders of the subsidiary, but that are not necessarily in the best interests of Gazit-Globe. In addition, in the event that one of our subsidiaries or affiliates issues additional shares either for purposes of capital raising or in an acquisition, our holdings in such subsidiary or affiliate may be diluted or we may be forced to invest capital in such subsidiary to avoid dilution at a time that is not of our choosing and that adversely impacts our capital requirements.

The market price of our ordinary shares may be adversely affected if the market prices of our publicly traded subsidiaries and affiliates decrease.

A significant portion of our assets is comprised of equity securities of publicly traded companies, including Equity One, First Capital, Citycon and Atrium. The stock prices of these publicly traded companies have been volatile, and have been subject to fluctuations due to market conditions and other factors which are often unrelated to operating results and which are beyond our control. Fluctuations in the market price and valuations of our holdings in these companies may affect the market’s valuation of the price of our ordinary shares and may also thereby impact our results of operations. If the value of our assets decreases significantly as a result of a decrease in the value of our interest in our publicly traded subsidiaries, our business, operating results and financial condition may be materially and adversely affected and the market price of our ordinary shares may also decline.

Changes in our ownership levels of our public subsidiaries and related determinations may impact the presentation of our financial statements and affect investor perception of us.

The determination under IFRS as to whether we consolidate the assets, liabilities and results of operations of our public subsidiaries depends on whether we have legal or effective control over these subsidiaries. As of December 31, 2012, we determined that we had effective control over Citycon, Equity One and First Capital even though we had less than a majority ownership interest and/or potential voting rights interest in each entity. In the future, our public subsidiaries may undertake securities offerings or issue securities in connection with acquisitions which result in dilution of our ownership interest. To date, we have frequently participated in securities offerings by our subsidiaries with the result that our ownership interest has generally not been diluted or the dilution has been minimal; however, there can be no assurance that we will do so in the future. Furthermore, we may determine that it is in our best interests and the best interests of our public subsidiaries that they undertake an acquisition that results in dilution to our equity position. In the future, if we do not exercise effective control over a particular subsidiary, we will need to account for our investment in that subsidiary on an equity basis rather than on a consolidated basis. If a change in the level of control which impacts whether and how we consolidate our public subsidiaries occurs, such an event may affect investor perception of us and our business model even if there is no material economic impact on our company.

It would have an adverse effect on our results of operations and our shareholders if we become subject to regulation under the U.S. Investment Company Act of 1940.

We do not expect to be subject to regulation under the U.S. Investment Company Act of 1940, or the Investment Company Act, because we are not engaged in the business of investing or trading in securities. In the event we engage in business combinations which result in our holding passive investment interests in a number of entities, we could be subject to regulation under the Investment Company Act. In this event, we would be required to register as an investment company and become obligated to comply with a variety of substantive requirements under the Investment Company Act, including limitations on capital structure, restrictions on specified investments, and compliance with reporting, record keeping, voting, proxy disclosure and other rules and regulations that would significantly increase our operating expenses, which may make it impractical, if not impossible, for us to continue our business as currently conducted. Furthermore, as a non-U.S. entity, we would be unable to register as an investment company under the Investment Company Act, which could result in us needing to reincorporate as a U.S. entity or cease being a public company in the United States. As a result of these restrictions, any determination that we are an investment company would have material adverse consequences for our investors.

 

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Joint venture investments could be adversely affected by our lack of sole decision-making authority, our reliance on the financial condition of co-venturers and disputes between us and our co-venturers.

We enter into joint ventures, partnerships and other co-ownership arrangements for the purpose of making investments, which currently include primarily our investment in Atrium with Apollo (the current owner of CPI, the original partner to the investment) and Equity One’s joint ventures with Liberty International Holdings Limited, Global Retail Investors LLC, DRA Advisors, LLC, and the New York Common Retirement Fund. Under the agreements with respect to certain of our joint ventures, we may not be in a position to exercise sole decision-making authority regarding the joint venture. Co-venturers may have economic or other business interests or goals which are inconsistent with our business interests or goals, and may be in a position to take actions contrary to our policies or objectives. Such investments may also have the potential risk of impasses on decisions, such as a sale, because neither we nor the co-venturer would have full control over the joint venture. Investments in joint ventures may, under certain circumstances, involve risks not present were a third party not involved, including the possibility that partners or co-venturers might become bankrupt or fail to fund their required capital contributions. While we have not experienced any material disputes in the past, disputes between us and co-venturers may result in litigation or arbitration that would increase our expenses and prevent our officers and/or directors from focusing their time and effort on our business. Consequently, actions by or disputes with co-venturers might result in subjecting properties owned by the joint venture to additional risk. In addition, we may in certain circumstances be liable for the actions of our co-venturers.

Proposed changes to enhance Israeli corporate governance laws may adversely affect our ability to expand our business and raise capital.

The Israeli Knesset is currently considering legislation in the wake of the final recommendations published in March 2012, by an Israeli governmental committee appointed by the Prime Minister, the Minister of Finance and the Governor of the Bank of Israel, on certain legislative and regulatory measures intended to enhance the competitiveness in the Israeli market. The proposed legislation relates, among other issues, to structures of certain public companies in which the ultimate controlling shareholder owns, indirectly, through at least one parent public company, less than 33% of the equity interest in any company which is controlled by its public parent, as well as to those companies which are controlled through at least two public companies (also referred to as a “Pyramidal Structure”). The proposed legislation defines such companies as “Layer Companies,” indicating that there exist additional “layers” in the form of one or more public companies between the controlling shareholder’s effective control over such company and his or her indirect minority equity stake in it. As the control group of Gazit Globe holds more than 33% of Gazit Globe, Gazit Globe does not fall into the purview of the new legislation. However, Gazit-Globe’s subsidiary Dori Group, and its own subsidiary U. Dori Construction Ltd., each an Israeli public company, may be considered third and fourth Layer Companies in light of the fact that Gazit-Globe is controlled by Norstar which is ultimately controlled by Mr. Chaim Katzman.

The legislation, if adopted, would place certain material burdens on Layer Companies regarding corporate governance requirements, especially with respect to board composition, with enhanced requirements for the proportion of external directors and/or independent directors from the entire board, and with respect to election of External Directors, where the controlling parent company would not have any voting power in electing such directors. Such rules may be viewed as restraining the ability to exercise effective control of such companies by their respective parent companies. Also, at the end of a transition period of five years, an existing pyramid structure containing more than three layers will not be permitted.

The proposed legislation also provides for certain corporate governance rules which will, if adopted, apply to all public companies, concerning, inter alia, strengthening minority shareholders by setting up a platform that will enable investors to vote at general meetings and at debenture holders meetings via the internet, expanding the current powers of the Israel Securities Authority with respect to class actions and derivative claims, and the encouragement of activism by institutional investors.

We cannot predict what the final amendments (if any) to the relevant statutes will be, as changes may be effected in each of the stages of the legislative process, if and when such process will be concluded.

If the proposed legislation is adopted as proposed, our ability to acquire a controlling interest in another public company or to raise capital by a public offering of securities by a currently private company (thus making it a new public subsidiary), could be limited, if such company will be deemed a Layer Company. If we are unable to consummate such transactions, our ability to expand our business could be negatively affected.

 

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Risks Related to Investment in our Ordinary Shares

The price of our ordinary shares may be volatile.

The market price of our ordinary shares could be highly volatile and may fluctuate substantially as a result of many factors, including:

 

   

actual or anticipated fluctuations in our results of operations;

 

   

variance in our financial performance from the expectations of market analysts;

 

   

announcements by us or our competitors of significant business developments, changes in tenant relationships, acquisitions or expansion plans;

 

   

our involvement in litigation;

 

   

our sale of ordinary shares or other securities in the future;

 

   

market conditions in our industry and changes in estimates of the future size and growth rate of our markets;

 

   

changes in key personnel;

 

   

the trading volume of our ordinary shares; and

 

   

general economic and market conditions.

Although our ordinary shares are listed on the NYSE, an active trading market on the NYSE for our ordinary shares may not be sustained. If an active market for our ordinary shares is not sustained, it may be difficult to sell ordinary shares in the U.S.

In addition, the stock markets have experienced extreme price and volume fluctuations. Broad market and industry factors may materially harm the market price of our ordinary shares, regardless of our operating performance. In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been instituted against that company. If we were involved in any similar litigation we could incur substantial costs and our management’s attention and resources could be diverted.

Future sales of our ordinary shares could reduce the market price of our ordinary shares.

If we or our shareholders sell substantial amounts of our ordinary shares, either on the TASE or on the NYSE, or if there is a public perception that these sales may occur in the future, the market price of our ordinary shares may decline.

Raising additional capital by issuing securities may cause dilution to existing shareholders.

In the future, we may increase our capital resources by additional offerings of equity securities. Because our decision to issue equity securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings. Thus, holders of our ordinary shares bear the risk of our future offerings reducing the market price of our ordinary shares and diluting their share holdings in us.

Although we have paid dividends in the past, and we expect to pay dividends in the future in accordance with our dividend policy, our ability to pay dividends may be adversely affected by our performance, the ability of our subsidiaries and affiliates to efficiently distribute cash to Gazit-Globe and, since we do not only use operating cash flows to pay our dividend, our ability to obtain financing.

In the past, our policy has been, subject to legal requirements, to distribute a quarterly dividend, the minimum amount of which we set before each fiscal year. We intend to continue our policy of distributing a quarterly dividend. Any dividend will depend on our earnings, financial condition and other business and economic factors affecting us at the time as our board of directors may consider relevant. We may pay dividends in any fiscal year only out of “profits,” as defined by the Israeli Companies Law, unless otherwise authorized by an Israeli court, and provided that the distribution is not reasonably expected to impair our ability to fulfill our outstanding and expected obligations.

Our ability to pay dividends is also dependent on whether our subsidiaries and affiliates distribute dividends to Gazit-Globe so that Gazit-Globe can have adequate cash for distribution to its shareholders and, since we do not only use operating cash flows to pay our dividend, on our ability to obtain financing. In the event that our subsidiaries or affiliates are restricted from distributing dividends due to their earnings, financial condition or results of operations or they determine not to distribute dividends, including as a result of taxes that may be payable with respect to such distribution, and in the event that our debt or equity financing is restricted or limited, we may not be able to pay any dividends or in the amounts otherwise anticipated. If we do not pay dividends or pay a smaller dividend, our ordinary shares may be less valuable because a return on an investment will only occur if our stock price appreciates.

 

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Our controlling shareholder has the ability to take actions that may conflict with the interests of other holders of our shares.

Chaim Katzman, our chairman, and certain members of his family own or control, including through private entities owned by them and trusts under which they are the beneficiaries, directly and indirectly, approximately 29.3% of Norstar’s, our controlling shareholder, outstanding shares as of April 10, 2013. In addition, Dor J. Segal, our executive vice-chairman, holds 9.6% of the outstanding shares of Norstar and Erica Ottosson (Mr. Segal’s spouse) holds 6.4% of the outstanding shares of Norstar. Norstar owned 53.8% of our outstanding ordinary shares as of April 10, 2013. First U.S. Financial, LLC, or FUF, holds 19.3% of the outstanding shares of Norstar. Mr. Katzman was granted an irrevocable proxy by FUF to vote, at his discretion, the shares of Norstar held by FUF. FUF is owned by Mr. Katzman, including through private entities owned by Mr. Katzman and members of his family, both directly and indirectly (51.4%); Erica Ottosson (22.6%); and Martin Klein (26%). In addition, Mr. Katzman was granted an irrevocable proxy by Erica Ottosson to vote her shares of FUF stock with respect to all matters at FUF shareholder meetings. On January 30, 2013, Mr. Katzman, together with related parties, including FUF (collectively, the “Katzman Group”) and Mr. Segal, Ms. Ottosson, together with related parties (collectively, the “Segal Group”), entered into a shareholders agreement with respect to their holdings in Norstar, which among other things and subject to certain conditions, required the Katzman Group to vote its voting securities in favor of two nominees to the Norstar board of directors designated by the Segal Group, and for the Segal Group to vote its voting securities in favor of nominees designated by the Katzman Group. Accordingly, Mr. Katzman , Mr. Segal, and Ms. Ottosson will be able to exercise control over the outcome of substantially all matters required to be submitted to our shareholders for approval, including decisions relating to the election of our board of directors, except for those matters which require special majorities under Israeli law. In addition, Mr. Katzman, Mr. Segal, and Ms. Ottosson may be able to exercise control over the outcome of any proposed merger or consolidation of the Company. The aforementioned’ s indirect control interest in us may discourage third parties from seeking to acquire control of us which may adversely affect the market price of our shares. Please see also “Item 7—Major Shareholders and Related Party Transactions—Related Party Transactions.”

Our ordinary shares are not included in any real estate index in the United States, which may impact demand among investors and adversely impact our share price.

We do not currently qualify to be included in the real estate indexes in which the securities of many U.S. REITs are included. This may preclude certain investors that traditionally invest in real estate companies from investing in our shares and may adversely impact demand from other investors. This may adversely impact our share price and liquidity in the United States.

Risks Associated with our Ordinary Shares

Our ordinary shares are traded on more than one market and this may result in price variations.

Our ordinary shares have been traded on the TASE since January 1983 and on the NYSE since December 2011. Trading in our ordinary shares on these markets takes place in different currencies (U.S. dollars on the NYSE and NIS on the TASE), and at different times (resulting from different time zones, different trading days and different public holidays in the United States and Israel). The trading prices of our ordinary shares on these two markets may differ due to these and other factors. Any decrease in the price of our ordinary shares on the TASE could cause a decrease in the trading price of our ordinary shares on the NYSE and vice versa.

We are incurring and will continue to incur significant additional increased costs as a result of the recent registration of our ordinary shares under the Securities Exchange Act of 1934 and our management has been devoting and will be required to devote substantial time to compliance and new compliance initiatives.

As a newly public company in the United States, we are incurring and will continue to incur additional significant accounting, legal and other expenses that we did not incur before our U.S. offering. We are also incurring costs associated with the requirements under Section 404 and other provisions of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act. We expect these rules and regulations to continue to increase our legal and financial compliance costs. In addition, becoming a newly public company has introduced new costs, such as additional stock exchange listing fees and shareholder reporting and is likely to introduce other costs, and has and will continue to take a significant amount of management’s time. The implementation and testing of such processes and systems has required us to hire outside consultants and incur other significant costs. In addition, we remain a publicly traded company on the TASE and are subject to Israeli securities laws and disclosure requirements. Accordingly, we need to comply with U.S. and Israeli disclosure requirements and the resolution of any conflicts between those requirements may lead to additional costs and require significant management time.

In addition, changing laws, regulations and standards relating to corporate governance and public disclosure and other matters, may be implemented in the future, which may increase our legal and financial compliance costs, make some activities more time consuming and divert management’s time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to practice, regulatory authorities may initiate legal proceedings against us and our business may be harmed. Being a publicly traded company in the United States and being subject to these rules and regulations has made it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more difficult for us to attract and retain qualified members of our board of directors, particularly to serve on our audit committee, and qualified executive officers.

 

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As a foreign private issuer, we follow certain home country corporate governance practices instead of applicable SEC and NYSE requirements, which may result in less protection than is accorded to shareholders under rules applicable to domestic issuers.

As a foreign private issuer, in reliance on Section 303A.11 of the NYSE Listed Company Manual, which permits a foreign private issuer to follow the corporate governance practices of its home country, we are permitted to follow certain home country corporate governance practices instead of those otherwise required under the NYSE corporate governance standards for domestic issuers. We currently follow the NYSE corporate governance standards for domestic issuers, except with respect to private placements to directors, officers or 5% shareholders, with respect to which we follow home country practice in Israel, under which we may not be required to seek the approval of our shareholders for such private placements which would require shareholder approval under NYSE rules applicable to a U.S. company. We may in the future elect to follow home country practice in Israel with regard to formation of compensation, nominating and corporate governance committees, separate executive sessions of independent directors and non-management directors and shareholder approval for establishment and material amendments of equity compensation plans, transactions involving below market price issuances in private placements of more than 20% of outstanding shares, or issuances that result in a change in control. If we follow our home country governance practices on these matters, we may not have a compensation, nominating or corporate governance committee, we may not have mandatory executive sessions of independent directors and non-management directors, and we may not seek approval of our shareholders for material amendments of equity compensation plans and the share issuances described above. Accordingly, following our home country governance practices as opposed to the requirements that would otherwise apply to a U.S. company listed on the NYSE may provide less protection than is accorded to investors under the NYSE corporate governance standards applicable to domestic issuers.

Most of the shares held by our majority shareholder, Norstar Holdings Inc., are pledged to secure its indebtedness and foreclosure on such pledges, or other negative developments with respect to Norstar Holdings Inc., could adversely impact the market price of our ordinary shares.

Our majority shareholder, Norstar, had voting power over 53.8% of our outstanding shares as of April 10, 2012. Norstar is a public company listed on the Tel Aviv Stock Exchange. Most of our shares held by Norstar are pledged predominantly to a number of financial institutions who are lenders to Norstar and are otherwise pledged to secure a small portion of Norstar’s debentures. Based on Norstar’s most recent publicly filed reports in Israel, Norstar was in compliance as of December 31, 2012 with all of the covenants governing such indebtedness, including the requirement that the value of the pledged shares exceeds a certain percentage of the amount of outstanding indebtedness (“loan to value ratios”). In addition, Norstar may otherwise breach applicable covenants or default on required payments. Under those circumstances, if the secured parties foreclose on the pledge, they may acquire and seek to sell the pledged shares. The secured parties will not be subject to any restrictions other than those that apply under applicable U.S. and Israeli securities laws, and there can be no assurance that they would do so in an orderly manner. Furthermore, the mere foreclosure on the pledge and transfer of shares to such financial institutions would likely be perceived adversely by investors. In the event that the secured parties do not transfer the shares immediately, their interests may differ from those of our public stockholders. In addition, should Norstar incur significant losses, it may choose to sell outstanding shares of ours and/or no longer be able to acquire additional shares. Any of these events could adversely impact the market price of our ordinary shares.

Our United States shareholders may suffer adverse tax consequences if we are characterized as a “passive foreign investment company.”

Generally, if for any taxable year 75% or more of our gross income is passive income, or at least 50% of our assets are held for the production of, or produce, passive income, we would be characterized as a passive foreign investment company for United States federal income tax purposes. To determine whether at least 50% of our assets are held for the production of, or produce, passive income, we may use the market capitalization method for certain periods. Under the market capitalization method, the total asset value of a company would be considered to equal the fair market value of its outstanding shares plus outstanding indebtedness on a relevant testing date. Because the market price of our ordinary shares may fluctuate and may affect the determination of whether we will be considered a passive foreign investment company, there can be no assurance that we will not be considered a passive foreign investment company for any taxable year. If we are characterized as a passive foreign investment company, our United States shareholders may suffer adverse tax consequences, including having gains realized on the sale of our ordinary shares treated as ordinary income, rather than capital gain, the loss of the preferential rate applicable to dividends received on our ordinary shares by individuals who are United States holders, and having interest charges apply to distributions by us and the proceeds of share sales.

 

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Our United States shareholders may suffer adverse tax consequences if we are characterized as a “United States-owned foreign corporation” unless such United States shareholders are eligible for the benefits of the U.S.-Israel income tax treaty and elect to apply the provisions of such treaty for U.S. tax purposes.

Subject to certain exceptions, a portion of our dividends will be treated as U.S. source income for United States foreign tax credit purposes, in proportion to our U.S. source earnings and profits, if we are treated as a United States-owned foreign corporation for United States federal income tax purposes. Generally, we will be treated as a United States-owned foreign corporation if United States persons own, directly or indirectly, 50% or more of the voting power or value of our shares. To the extent any portion of our dividends is treated as U.S. source income pursuant to this rule, the ability of our United States shareholders to claim a foreign tax credit for any Israeli withholding taxes payable in respect of our dividends may be limited. We do not expect to maintain calculations of our earnings and profits under United States federal income tax principles and, therefore, if we are subject to the resourcing rule described above, United States shareholders should expect that the entire amount of our dividends will be treated as U.S. source income for United States foreign tax credit purposes. Importantly, however, United States shareholders who qualify for benefits of the U.S.-Israel income tax treaty may elect to treat any dividend income otherwise subject to the sourcing rule described above as foreign source income, though such income will be treated as a separate class of income subject to its own foreign tax credit limitations. The rules relating to the determination of the foreign tax credit are complex, and investors should consult their tax advisor to determine whether and to what extent they will be entitled to this credit, including the impact of, and any exception available to, the special sourcing rule described in this paragraph, and the availability and impact of the U.S.-Israel income tax treaty election described above.

Risks Related to Our Operations in Israel

We conduct our operations in Israel and therefore our business, financial condition and results of operations may be adversely affected by political, economic and military instability in Israel.

Our headquarters are located in central Israel and many of our key employees and officers and most of our directors are residents of Israel. Accordingly, political, economic and military conditions in Israel directly affect our business. Since the State of Israel was established in 1948, a number of armed conflicts have occurred between Israel and its Arab neighbors. Although Israel has entered into various agreements with Egypt, Jordan and the Palestinian Authority, there has been an increase in unrest and terrorist activity, which began in September 2000 and has continued with varying levels of severity through 2011 and into 2013. In mid-2006, Israel was engaged in an armed conflict with Hezbollah in Lebanon, resulting in thousands of rockets being fired from Lebanon and disrupting most day-to-day civilian activity in northern Israel. In December 2008 and again during November 2012, Israel engaged in an armed conflict with Hamas in the Gaza Strip, which involved missile strikes against civilian targets in various parts of Israel and negatively affected business conditions in Israel. Recent popular uprisings in various countries in the Middle East and North Africa are affecting the political stability of those countries Such instability may lead to a deterioration in the political and trade relationships that exist between the State of Israel and these countries. In addition, the recent increase in tension regarding the Iranian nuclear program is another source of potential instability in the region. Iran is also believed to have a strong influence among extremist groups in the region, such as Hamas and Hezbollah. The tension between Israel and Iran and/or these groups may escalate in the future and turn violent, which could affect the Israeli economy generally and us in particular. .Any armed conflicts, terrorist activities or political instability in the region could adversely affect business conditions and could harm our business, financial condition and results of operations.

For example, any major escalation in hostilities in the region could result in a portion of our employees, including executive officers, directors, and key personnel, being called up to perform military duty for an extended period of time or otherwise disrupt our normal operations. In response to increases in terrorist activity, there have been periods of significant call-ups of military reservists. Our operations could be disrupted by the absence of a significant number of our employees or of one or more of our key employees. Such disruption could materially adversely affect our business, financial condition and results of operations. Our commercial insurance does not cover losses that may occur as a result of events associated with the security situation in the Middle East, such as damages to our facilities resulting in disruption of our operations. Although the Israeli government currently covers the reinstatement value of direct damages that are caused by terrorist attacks or acts of war, we cannot guaranty that this government coverage will be maintained or will be adequate in the event we submit a claim.

Provisions of Israeli law and our articles of association may delay, prevent or otherwise impede a merger with, or an acquisition of, our company, which could prevent a change of control, even when the terms of such a transaction are favorable to us and our shareholders.

Israeli corporate law regulates mergers, requires that acquisitions of shares above specified thresholds be conducted through special tender offers, requires special approvals for transactions involving directors, officers or significant shareholders and regulates other matters that may be relevant to these types of transactions. Israeli tax considerations may also make potential transactions unappealing to us or to our shareholders whose country of residence does not have a tax treaty with Israel exempting such shareholders from Israeli tax or who are not exempt under the provisions of the Israeli Income Tax Ordinance from Israeli capital gains tax on the sale of our shares. For example, Israeli tax law does not recognize tax-free share exchanges to the same extent as U.S. tax law. Our articles of association provide that our board of directors is divided into three classes and one-third of the directors (other than the external directors) are elected by our shareholders for a term of three years each and shall replace the members of the class of directors whose term ended in such year. In addition, approval of amendments to the articles of association requires the approval of 60% of the ordinary shares represented at the general meeting, by person or by proxy, and voting on the resolution. These provisions of Israeli law and our articles of association could have the effect of delaying or preventing a change in control and may make it more difficult for a third party to acquire us, even if doing so would be beneficial to our shareholders, and may limit the price that investors may be willing to pay in the future for our ordinary shares.

 

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It may be difficult to enforce a U.S. judgment against us, our officers and directors and the Israeli experts named in this annual report in Israel or the United States, or to assert U.S. securities laws claims in Israel or serve process on our officers and directors and these experts.

We are incorporated in Israel. Most of our executive officers and directors are not residents of the United States. Our independent registered public accounting firm is not a resident of the United States. The majority 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 a U.S. court judgment based upon the civil liability provisions of the U.S. federal securities laws against us or any of these persons in a U.S. or Israeli court, or to effect service of process upon these persons in the United States. Additionally, it may be difficult for an investor, or any other person or entity, to assert U.S. securities law claims in original actions instituted in Israel. Israeli courts may refuse to hear a claim based on a violation of U.S. securities laws on the grounds that Israel is not the most appropriate forum in which to bring such a claim. Even if an Israeli court agrees to hear a claim, it may determine that Israeli law and not U.S. law is applicable to the claim. If U.S. law is found to be applicable, the content of applicable U.S. law must be proved as a fact which can be a time-consuming and costly process. Certain matters of procedure will also be governed by Israeli law. There is little binding case law in Israel addressing the matters described above.

Shareholder responsibilities and rights will be governed by Israeli law which differs in some respects from the rights and responsibilities of shareholders of U.S. companies.

Since we are incorporated under Israeli law, the rights and responsibilities of our shareholders are governed by our articles of association and Israeli law. These rights and responsibilities differ in some respects from the rights and responsibilities of shareholders in typical U.S. corporations. In particular, a shareholder of an Israeli company has a duty to act in good faith and in a customary manner in exercising its rights and performing its obligations towards the company and other shareholders and to refrain from abusing its power in the company, including, in voting at the general meeting of shareholders on certain matters, such as an amendment to the company’s articles of association, an increase of the company’s authorized share capital, a merger of the company and approval of related party transactions that require shareholder approval. In addition, a controlling shareholder or a shareholder who knows that it possesses the power to determine the outcome of a shareholders’ vote or to appoint or prevent the appointment of an office holder in the company or has another power with respect to the company, has a duty to act in fairness towards the company. However, Israeli law does not define the substance of this duty of fairness. Because Israeli corporate law underwent extensive revisions approximately fifteen years ago, the parameters and implications of the provisions that govern shareholder conduct have not been clearly determined and there is limited case law available to assist us in understanding the implications of these provisions that govern shareholders’ actions. These provisions may be interpreted to impose additional obligations and liabilities on our shareholders that are not typically imposed on shareholders of U.S. corporations.

 

ITEM 4. INFORMATION ON THE COMPANY

 

A. History and Development of the Company

Gazit-Globe Ltd. was incorporated in Israel in May 1982. The Company is a limited liability corporation, and it operates under the Israeli Companies Law 5759-1999. We believe we are one of the largest owners and operators of supermarket-anchored shopping centers in the world. Our more than 620 properties have a gross leasable area, or GLA, of approximately 73 million square feet and are geographically diversified across over 20 countries, including the United States, Canada, Finland, Sweden, Poland, the Czech Republic, Israel, Germany and Brazil. We acquire, develop and redevelop well-located, supermarket-anchored neighborhood and community shopping centers in densely-populated areas with high barriers to entry and attractive demographic trends. Our properties are typically located in countries characterized by stable GDP growth, political and economic stability and strong credit ratings.

We issued our first prospectus on the Tel-Aviv Stock Exchange in January 1983. Our ordinary shares are currently listed on the Tel-Aviv Stock Exchange under the symbol “GLOB.” In December 2011, we completed our initial offering on the New York Stock Exchange where are ordinary shares are also currently listed under the symbol “GZT”. Our principal executive offices are located at 1 Hashalom Rd., Tel-Aviv 67892, Israel, and our telephone number is +972 3 694-8000. Our agent of service in the United States is Gazit Group USA, Inc., 1696 NE Miami Gardens Drive, North Miami Beach, FL 33179, USA whose telephone number is (305) 947-8800.

 

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On August 8, 2012, we completed the acquisition of the outstanding shares of Gazit America not already held by the Company while First Capital simultaneously acquired, in exchange for issuing to Gazit America 5.5 million First Capital common shares, the 12 medical office buildings and commercial properties Gazit America held through ProMed Canada as well as the remaining rights in a property jointly-owned by Gazit America and First Capital. First Capital also assumed Gazit America’s liabilities with respect to the properties. The arrangement included the purchase by the Company of all common shares and securities convertible into common shares of Gazit America which were not already owned by the Company and constituted 26.9% of Gazit America’s outstanding share capital at the time. The purchase was made for cash consideration of C$ 24.6 million and approximately 1.5 million common shares of First Capital which had been issued to Gazit America by First Capital. Upon the completion of the transaction, the Company now holds 100% of the share capital and voting rights of Gazit America which was delisted from the Toronto Stock Exchange. Please see also “Item 7—Major Shareholders and Related Party Transactions—Related Party Transactions.”

On August 15, 2012, we also completed the sale of 12 senior housing facilities owned by Royal Senior Care. The properties were sold for a total consideration of U.S.$ 230 million before transaction costs (of which the Company’s share was U.S.$ 138 million). On October 31, 2012, the Company sold part of its interest in one of the remaining senior housing facilities, for consideration of U.S.$ 2.1 million and 12% of two additional senior housing facilities, which represented the remainder of its interests in these properties, for consideration of U.S.$ 1.25 million. On April 19, 2013, Royal Senior Care sold its 50% interest in one remaining property and a 60% interest in land for approximately U.S.$ 15 million.

Our capital expenditures consist of the acquisition, construction and development of investment property including land for future development and amounted to NIS 5,966 million (U.S.$ 1,598 million) during 2012. For the breakdown of these amounts by operating segments, please see Note 39 to our audited consolidated financial statements included elsewhere in this annual report.

We financed these expenditures primarily by equity and debt offerings, and by borrowing from financial institutions. For further information regarding our methods of financing, please see “Item 5—Operating and Financial Review and Prospects—Liquidity and Capital Resources—Cash Flows.”

For a discussion of our principal capital expenditures and divestitures over the last three financial years, please see “Item 5—Operating and Financial Review and Prospects—Liquidity and Capital Resources—Cash Flows,” Note 9 (for interests in other companies), and Note 39 to our audited consolidated financial statements included elsewhere in this annual report.

As of the date of this annual report, there have been no public takeover offers by third parties in respect of our ordinary shares or, other than as disclosed with respect to Gazit America above, by the Company in respect of other companies’ shares during the last and current financial year.

 

B. Business Overview

We believe we are one of the largest owners and operators of supermarket-anchored shopping centers in the world, as noted above. We operate properties with a total value of approximately U.S.$ 20.5 billion (including the full value of properties that are consolidated and of equity-accounted jointly controlled entities, approximately U.S.$ 4.4 billion of which is not recorded in our financial statements) as of December 31, 2012. We acquire, develop and redevelop well-located, supermarket-anchored neighborhood and community shopping centers in densely-populated areas with high barriers to entry and attractive demographic trends. Our properties are typically located in countries characterized by stable GDP growth, political and economic stability and strong credit ratings. As of December 31, 2012, over 95% of our occupied GLA was leased to retailers and the majority of our occupied GLA was leased to tenants that provide consumers with daily necessities and other non-discretionary products and services, such as supermarkets, drugstores, discount retailers, moderately-priced restaurants, hair salons, liquor stores, banks, dental and medical clinics and other retail spaces. Our shopping centers draw high levels of consumer traffic and have provided us with growing rental income and strong and sustainable cash flows through different economic cycles.

Additionally, we own and operate medical office building in North America through public and private subsidiaries, and we own and operate our shopping centers in Brazil, Germany and Israel through private subsidiaries. Our broad geographical footprint supports our growth strategy by giving us access to opportunities around the world, allowing us to raise capital in different markets, and reducing the risks typically inherent in operating within a narrower geographic area. Our unique corporate structure enables us to share the investments in our assets with the public shareholders of our subsidiaries and affiliates, which enhances our ability to expand and diversify.

We operate by establishing a local presence in a country through the direct acquisition of either individual assets or operating businesses. We either have built or seek to build a leading position in each market through a disciplined, proactive strategy using our significant experience and local market expertise. We execute this strategy by identifying and purchasing shopping centers that are not always broadly marketed or are in need of redevelopment or repositioning, acquiring high quality, cash generating shopping centers, selectively developing supermarket-anchored shopping centers in growing areas and executing strategic and opportunistic mergers and acquisitions. As a result, our real estate businesses range from new operations with a small number of properties to large, well-established public companies, representing a range of return and risk profiles. We continue to leverage our expertise to grow and improve operations, maximize profitability, and create substantial value for all shareholders. By implementing this business model, we have grown our GLA from 3.6 million square feet as of January 1, 2000 to approximately 73 million square feet as of December 31, 2012.

 

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Our Competitive Strengths

Necessity-driven asset class

The substantial majority of our rental income is generated from shopping centers with supermarkets as their anchor tenants that drive consistent traffic flow throughout various economic cycles. A critical element of our business strategy is to have market-leading supermarkets as our anchor tenants. During the global economic downturn in 2008 and 2009, our average occupancy rate was 94.5% and 93.6%, respectively, and our average same property NOI, increased by 2.5% from 2007 to 2008, 3.1% from 2008 to 2009, 3.6% from 2009 to 2010 and 4.0% from 2010 to 2011. In the year ended December 31, 2012, average same property NOI increased by 3.9% from the year ended December 31, 2011. Our supermarket-anchored shopping centers are generally well-located in densely populated areas with high barriers to entry and attractive demographic trends in countries that have stable GDP growth, political and economic stability and strong credit ratings. The high barriers to entry generally result from a scarcity of commercial land, the high cost of new development or limits on the availability of shopping center properties imposed by local planning and zoning requirements. These prime locations attract high-quality tenants seeking long-term leases, which provide us with high occupancy rates, favorable rental rates and stable cash flows.

Diversified global real estate platform across over 20 countries

We focus our investments primarily on developed economies, including the United States, Canada, Finland, Sweden, Poland, the Czech Republic, Israel and Germany. As of December 31, 2012, our asset base included more than 620 properties totaling approximately 73 million square feet of GLA. Approximately 99% of our net operating income, or NOI, on a proportionate consolidation basis, for the year ended December 31, 2012 was derived from properties in countries with investment grade credit ratings as assigned either by Moody’s or Standard & Poor’s, and 75% of our NOI on a proportionate consolidation basis for the year ended December 31, 2012, was derived from properties in countries with at least AA+ ratings as assigned by Standard & Poor’s. We believe that our geographic diversity provides Gazit-Globe with flexibility to allocate its capital and improves our resilience to changes in economic conditions and the cyclicality of markets, enabling us to apply successful ideas and proven market strategies in multiple countries. Our global reach, together with our local management, enables us to make accretive acquisitions to expand our asset base both in countries where we already own properties and in countries where we do not. For example, during the global economic downturn in 2008 and 2009, we used the opportunity to invest an aggregate of approximately U.S.$ 3.8 billion to acquire, develop, and redevelop new shopping centers and other properties, to purchase our interest in Atrium, to increase our holdings in our public subsidiaries and to repurchase our debt securities at a significant discount to par value.

Proven business model implemented in multiple markets driving growth

The business model that we have developed and implemented over the last 20 years, whereby we own and operate our properties through our public and private subsidiaries and affiliates, has driven substantial and consistent growth. We leverage our expertise to grow and improve the operations of our subsidiaries, maximize profitability, mitigate risk and create value for all shareholders. We enter new markets that are densely populated, with high barriers to entry, by acquiring and developing well-located, supermarket-anchored shopping centers. We continue to expand our business and drive growth while optimizing our capital structure with respect to our assets. For example, in the United States, Equity One acquired its first property in 1992 and became a publicly-traded REIT listed on the New York Stock Exchange in 1998. We continued to expand Equity One’s platform through internal growth and acquisitions. As of December 31, 2012, Equity One owned 168 properties (including a property under development) with a GLA of 20.5 million square feet. Similarly, our business in Canada began in 1997 with the purchase of eight properties, followed by the acquisition of a controlling stake in First Capital, a Toronto Stock Exchange-listed company in 2000. We have since expanded to 175 properties (including properties under development) in Canada with a GLA of 24.1 million square feet as of December 31, 2012. Following our successes in both the United States and Canada, we identified new and attractive regions and expanded by replicating this business model. For example, we successfully applied our model in Northern Europe through Citycon and in Central and Eastern Europe through Atrium, resulting in improved performance of the shopping centers acquired in those regions.

Leading presence and local market knowledge

We have a leading presence in most of our markets, which helps us generate economies of scale and marketing and operational synergies that drive profitability. Leveraging our leading market positions and our local management teams’ extensive knowledge of these markets gives us access to attractive acquisition, development and redevelopment opportunities while mitigating the risks involved in these opportunities. In addition, our senior management provides our local management teams with strategic guidance to proactively manage our business, calibrated to the needs and requirements of each local management team. This approach also allows us to address the needs of our regional and national tenants and to anticipate trends on a timely basis.

 

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Business and Growth Strategies

Our objective is to create value through long-term maximization of cash flow and capital appreciation, while improving our properties and increasing our dividends. The strategies we intend to execute to achieve this objective include:

Continue to focus on supermarket-anchored shopping centers.

We will continue to concentrate on owning and operating high quality supermarket-anchored neighborhood and community shopping centers and other necessity-driven real estate assets predominantly in densely-populated areas with high barriers to entry and attractive demographic trends in countries with stable GDP growth, political and economic stability and strong credit ratings. By maintaining this focus, we will seek to keep the occupancy and NOI performance of our properties consistent through different economic cycles. We believe that this approach, combined with the geographic diversity of our current properties and our conservative approach to risk, will provide growing long-term returns. We intend to continue to actively manage and grow our presence in each region in which we operate by increasing the size and quality of our asset base. We will continue to operate through publicly and privately-held subsidiaries and affiliates in order to maximize our ability to access capital directly or through our subsidiaries and affiliates with respect to our properties in particular countries and to diversify the markets in which we operate globally with lower capital investment levels.

Pursue high growth opportunities to complement our stable asset base.

We intend to continue to expand into new high growth markets and other high growth necessity-driven asset types that generate strong and sustainable cash flow using our experience developed over the past 20 years in entering new markets, to continue to assess opportunities, including the establishment of new real estate businesses, the acquisition of real estate companies and properties, primarily supermarket-anchored shopping centers and also other necessity-driven assets. In particular, while we currently have no specific plans to expand into new geographic markets, we will seek to prudently expand into politically and economically stable countries with compelling demographics through a thorough knowledge of local markets. For example, in 2007, we first established an office in Brazil and began assessing local opportunities. In 2008, we acquired a 154,000 square foot shopping center in Sao Paulo for $31.3 million. In November 2010, we completed our first development project in Brazil. In 2013, we acquired our fifth property in Brazil. We will also seek opportunities in other necessity-driven asset classes in order to drive shareholder value across a range of necessity-driven assets.

We also intend to continue identifying opportunities in medical office buildings as we believe that this class of real estate investments is less sensitive to economic cycles than commercial real estate in general and that demand will continue to grow for healthcare services, particularly in North America. We intend to continue do so in the United States through ProMed, which has grown since our first acquisition of a medical office building in 2006 to a total of 16 medical office building properties with a total GLA of approximately 1.5 million square feet as of December 31, 2012. For the year ending December 31, 2012, we invested U.S.$ 22 million in the acquisition of medical office buildings in the United States (U.S.$ 143 million in 2011).

Enhance the performance of existing assets.

We continually seek to enhance the performance of our existing assets by repositioning, expanding and redeveloping our existing properties. We believe that improving our properties makes them more desirable for both our supermarket anchor tenants and our other tenants, and drives more consumers to our properties, increasing occupancy and our rental income. We continue to actively manage our tenant mix and placement, re-leasing of space, rental rates and lease durations. We will focus on attracting more consumers to our properties by using advertising and promotions, building the branding of our shopping centers and providing a more consumer-friendly experience, for example, by improving our tenants’ locations. We believe that the repositioning of our properties and our active management will improve our occupancy rates and rental income, lower our costs and increase our cash flows.

Selectively develop new properties in strategic locations.

We intend to leverage our experience in all stages of the development and ownership of real estate to continue to selectively develop new properties in our current markets and in new markets. We intend to continue our disciplined approach to development which is characterized by developing supermarket-anchored properties for specific anchor tenants in locations that we believe have high barriers to entry, thereby significantly decreasing the risk associated with development of real estate. We analyze development prospects utilizing our local market expertise and familiarity with tenants. From January 1, 2010 to December 31, 2012, we invested approximately NIS 5.5 billion (U.S.$ 1.5 billion) in development, redevelopment, and expansion projects as well as in other expenditures (including leasing expenditures, tenant inducements, tenant improvements, and other capital expenditures), including approximately NIS 3.3 billion (U.S.$ 0.9 billion) in development and redevelopment projects (excluding attributed lease expenditures) representing an average investment of approximately U.S.$ 142 per square foot.

 

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Proactively optimize our property base and our allocation of capital.

Using the expertise of our local management, we carefully monitor and optimize our property base by taking advantage of opportunities to purchase and sell properties. Proactive management of our property base allows us to use our resources prudently and recycle our capital when we determine that more accretive opportunities are available. We may determine to sell a property or group of properties for a number of reasons, including a determination that we are unable to build critical mass in a particular market, our view that additional investment in a property would not be accretive or because we acquired non-core assets as part of a larger purchase. We plan to continue to seek creative structures through which to enhance our property base or divest non-core properties and allocate our capital. During 2012, our subsidiary Royal Senior Care sold the majority of its assets in addition to our sale of other lower-tier secondary-market assets. We recycled this capital to make new core acquisitions in high-density urban markets and deleverage our balance sheet. We may also use joint ventures to enter into new markets where we are not established to access attractive opportunities with lower capital risk.

For a breakdown of the location and type of our properties, see “Property, Plants and Equipment—Our Properties” below.

Properties under Development

We had 34 properties under development or redevelopment as of December 31, 2012. The following table summarizes our properties under development as of December 31, 2012.

 

Region

   Number of
Properties (1)
     Estimated Total
GLA
(sq. ft. in
thousands)
     Total investments as of
December 31, 2012

(U.S.$ in
thousands)
     Cost to Complete
(U.S.$ in
thousands)
 

Development

           

United States

     1         131         9,644         45,272   

Canada

     6         1,354         360,836         100,188   

Central and Eastern Europe (2)

     1         808         54,916         75,810   

Israel

     1         43         9,644         2,143   

Brazil (3)

     1         —           34,825         —     
  

 

 

    

 

 

    

 

 

    

 

 

 

Total Development

     10         2,336         469,865         223,413   

Redevelopment

           

United States

     10         472         24,645         31,878   

Canada

     13         1,536         529,601         49,290   

Northern Europe

     1         22         8,840         268   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total Redevelopment

     24         2,030         563,086         81,436   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total Development and Redevelopment

     34         4,366         1,032,951         304,849   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) Excludes land for future development.
(2) Unconsolidated equity-accounted investee.
(3) The project is in the planning stage that has not yet been completed and has yet to be approved by the authorized organs of the Company.

The following table summarizes the rental income and NOI of our shopping center and healthcare properties for the years ended December 31, 2010, December 31, 2011, and December 31, 2012.

 

     Year Ended December 31,  
     2010     2011     2012     2010     2011     2012  
     Rental Income     NOI  

Property type

  

Region

   (NIS in thousands) (5)     (NIS in thousands) (5)  

Shopping Centers

            
  

United States

     1,065        1,236        1,261        775        883        918   
  

Canada

     1,718        1,893        2,237        1,114        1,223        1,426   
  

Northern Europe

     971        1,081        1,185        631        720        803   
  

Central and Eastern Europe (1)

     1,068        1,198        1,324        666        771        898   
  

Germany

     78        80        83        56        59        56   
  

Israel (2)

     157        193        202        117        149        151   
  

Brazil

     16        34        31        15        29        16   

Healthcare

               
  

Senior housing facilities (3)

     183        183        —          70        73        —     
  

Medical office buildings (4)

     141        200        248        98        133        173   

Other Properties

            
  

Other properties (6)

     1        1        131        —          —          60   
     

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

        5,398        6,099        6,702        3,542        4,040        4,501   

Adjustment to Exclude Non-Consolidated Properties (7)

     (1,251     (1,381     (1,453     (736     (844     (957
     

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Consolidated Properties

     4,147        4,718        5,249        2,806        3,196        3,544   
     

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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(1) We operate in Central and Eastern Europe through a jointly-controlled company (Atrium) which is presented in the financial statements according to the equity method.
(2) Includes a shopping center in Bulgaria, which is owned by and operated through Gazit Development, a private subsidiary.
(3) Our senior housing facilities were located exclusively in the United States and were presented in the financial statements according to the equity method.
(4) Our medical office buildings are located in the United States through ProMed and in Canada through Gazit America through August 2012. Please see also “Item 7—Major Shareholders and Related Party Transactions—Related Party Transactions” for information on First Capital’s purchase of the assets of ProMed Canada. The data for 2012 excluded the operations of ProMed Canada since it’s purchase by First Capital.
(5) Convenience translation of December 31, 2012 figures into U.S. dollars is provided in chart under “Properties, Plants, and Equipment—Our Properties” below.
(6) NOI for 2011 and 2010 represent an amount of less than NIS 1 million. In 2012, Rental income and NOI represent mainly the senior housing facilities activity, that was sold during 2012.
(7) Primarily with respect to properties in Central and Eastern Europe and senior housing facilities which are held through equity-accounted investees and presented above at 100% under the assumption of full consolidation.

Our Tenants and Leases

We have strong relationships with a diverse group of market-leading tenants in the regions in which we operate. For the year ended December 31, 2012, our top three tenants (by base rent) represented 9.3% of our consolidated rental income. Our properties are subject to over 15,000 leases.

The following table sets forth as of December 31, 2012 the anticipated expirations of tenant leases for our properties for each year from 2013 through 2022 and thereafter:

 

     Number of
Expiring Leases
     GLA of
Expiring Leases
(thousands
of sq. ft.)
     Percent of
Leased GLA
    Percent of
Total  GLA
    Expiring  Rental
Income
(U.S.$ in
thousands)
     Percent of Total
Rental Income
 

Month-to-Month

     296         502         0.7     0.7     13,004         0.8

2013

     4,333         8,556         12.2     11.7     216,640         13.4

2014

     2,331         7,743         11.0     10.6     200,154         12.4

2015

     2,277         7,799         11.1     10.7     203,539         12.6

2016

     1,691         6,945         9.9     9.5     173,168         10.7

2017

     1,601         8,277         11.8     11.3     195,899         12.1

2018

     548         4,021         5.7     5.5     88,404         5.5

2019

     375         3,321         4.7     4.5     74,318         4.6

2020

     330         2,793         4.0     3.8     66,890         4.1

2021

     341         3,188         4.5     4.4     79,545         4.9

2022 and thereafter

     1,095         17,052         24.4     23.5     301,457         18.9

Vacant

     N/A         2,806         N/A        3.8     N/A         N/A   
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

    

 

 

 

Total

     15,218         73,003         100     100     1,613,019         100
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

    

 

 

 

 

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Table of Contents

The following table provides a breakdown of the largest tenants of our principal investees by geographical segment:

 

Subsidiary

  

Geographical Region

  

Anchor/Major Tenants

Equity One   

United States

Florida, Georgia, Louisiana, North Carolina and four other states in the southeastern U.S., California, Arizona, Connecticut and the metropolitan areas of Boston, Massachusetts, and New York City.

   Bed Bath & Beyond, Costco, CVS Pharmacy, The Gap Inc., Kroger, LA Fitness, Office Depot, Publix, Supervalu, and TJ Maxx.
First Capital   

Canada

Greater Toronto area including the Golden Horseshoe area and London; the Calgary and Edmonton area; the Greater Vancouver area including Vancouver Island; the Greater Montreal area; the Ottawa and Gatineau region and Quebec City

   Canadian Tire, CIBC, Loblaws, Metro, RBC Royal Bank, Shoppers Drug Mart, RONA, Sobey’s, TD Canada Trust, and Walmart
Citycon   

Northern Europe

Finland, Sweden, Denmark, Estonia and Lithuania

   ICA, H&M, Kesko Corp., S-Group, and Stockman
Atrium    Central and Eastern Europe Poland, the Czech Republic, Hungary, Russia, Slovakia, Romania and Latvia    Ahold, LPP, Metro Group, Spar, and Tengelmann Group
     
Gazit Germany    Germany    Aldi, Edeka, HIT, Kaisers’ and Rewe
     
Gazit Development    Israel    Cinema City, Homecenter, Eden Teva Market, Shufersal and Superpharm
     
Gazit Brazil   

Brazil

Sao Paulo and Rio Grande do Sul

   CBD (Pão de Açucar), Cinepolis, Colombo, Lojas Americanas, Lojas Franca, Luigi Bertolli, McDonald’s, Renner, and Supermercado Nacional (Walmart)

Most of our shopping centers in the United States and Canada are located in suburban areas and have large supermarkets or retailers as the anchor, with outdoor parking areas and many smaller shops that depend on the traffic generated by the anchor. They attract and cater to residents of an expanded or expanding population area. On the other hand, our shopping centers in Europe, more typically in the Nordic region, and in Brazil are anchored by hypermarkets which combine the function of both grocery stores and retailers. They tend to be located in cities and are comprised of one or more buildings forming a complex of retail-oriented shops with indoor parking garages. Consequently, our properties in the Nordics tend to have higher asset values and rental rates per square foot compared to our North American properties.

Medical Office Buildings

ProMed

Through our wholly-owned subsidiary, ProMed, we own and manage medical office buildings in the United States. Among our properties are medical and research office buildings, located mostly in or in proximity to hospitals and university campuses, including Hackensack University Medical Center, University of Pennsylvania/Children’s Hospital of Philadelphia, the Tufts Medical Center Campus in Boston, and MedStar Health’s Union Memorial Hospital near the Johns Hopkins Campus in Baltimore.

As of December 31, 2012, ProMed had 16 income-producing properties, with a GLA of approximately 1.5 million square feet, which were recorded on our balance sheet at the total value of U.S.$ 547 million. For the year ended December 31, 2012 and the year ended December 31, 2011, these properties generated revenue in the amount of U.S.$ 50 million and U.S.$ 40 million, respectively. As of December 31, 2012, the occupancy rate of ProMed’s properties was 96.3%.

In most of the medical office buildings owned by ProMed, it rents out areas to anchor tenants that are usually hospitals, medical schools, or other medical providers, doctors and/or practice groups. The anchor tenants constitute a focal point that attracts customers to the whole center. In most cases, the leases of anchor tenants are for longer periods than those of other tenants, and the anchor tenants are generally economically sound hospitals or large medical practices.

 

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Table of Contents

In addition, as noted above in “Information on the Company—History and Development of the Company,” in August of 2012, First Capital has acquired and integrated the medical office buildings in Canada that we previously owned through ProMed Canada.

Development and Construction of residential projects in Israel and Eastern Europe

We are engaged in the development, management and construction of real estate projects in Israel and in Eastern Europe through Gazit Development’s investment in U. Dori Group Ltd., a public company listed on the TASE. Gazit Development holds 100% of the share capital and voting rights in Acad, which engages mainly in holding, directly and indirectly, as of December 31, 2012, 73.9% of the share capital and voting rights in U. Dori Group Ltd. We refer to U. Dori Group Ltd. and its subsidiaries, including U. Dori Construction Ltd. (71.2% of which is owned by Dori Group as of December 31, 2012) which is also traded on the TASE, and its wholly-owned subsidiaries and related companies, as the Dori Group. The Dori Group’s primary businesses are the development and construction primarily of real estate projects in Israel and Eastern Europe. Dori Group also owns indirectly 11.25% of Dorad Energy Ltd., which is working towards the construction and operation of a private power station, which will be fueled by natural gas in Ashkelon, located in the southern coastal region of Israel.

Investments in India

In August 2007, we entered into an agreement to invest in Hiref International LLC, or Hiref, a real estate fund in India. Hiref was sponsored by HDFC Group, one of the largest financial services companies in India. Hiref invests directly and indirectly in real estate companies that operate in the development and construction field and in similar fields, including in special economic and trade zones, technological parks, combined municipal complexes, industrial parks, and buildings in the accommodation and leisure sector, such as hotels, residential buildings and commercial and recreation centers. Our investment commitment in Hiref is U.S.$ 110 million and through December 31, 2012 we invested U.S.$ 94.2 million. As of December 31, 2012, Hiref had entered into investment agreements for thirteen projects with a total investment commitment of U.S.$ 528 million and has invested U.S.$ 524 million in those projects. For more details, please refer to Note 11 of our audited consolidated financial statements included elsewhere in this annual report.

Marketing

From time to time we use various marketing channels for the purpose of leasing our properties, principally advertising at the relevant property location; ongoing contacts with realty brokers; advertising concentrated on local and industry media; participation in sector-orientated exhibitions and conventions; posting lists of available properties on our websites and the employment of staff whose principal roles are the marketing and leasing of our properties. The cost of such marketing activities has not been and is not expected to be material to us.

Intellectual Property

Gazit-Globe owns a number of trademarks in Israel, including our “G” and “LOCATION, LOCATION, LOCATION” designs and has applied for a number of trademarks in Israel, including “AAA,” “LOCATION, LOCATION, LOCATION,” “GAZIT-GLOBE” (in Hebrew and English) and for trademarks in the U.S., Canada, Brazil and Russia for our “LOCATION, LOCATION, LOCATION” design.

Government Regulations

Our operations and properties, including our construction and redevelopment activities, are subject to regulation by various governmental entities and agencies of the country or state where that project is located in connection with obtaining and renewing various licenses, permits, approvals and authorizations, as well as with ongoing compliance with existing and future laws, regulations and standards. Each project must generally receive administrative approvals from various governmental agencies of the country or state where that project is located. No individual regulatory body, permit, approval or authorization is material to our business as a whole.

 

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C. Organizational Structure

We were incorporated in May 1982. As discussed above, we operate our business through subsidiaries in our five principal geographic regions: the U.S., Canada, Europe, Israel and Brazil. The following chart summarizes our corporate structure as of December 31, 2012:

 

LOGO

 

 

(1) A company jointly controlled together with CPI, which holds, to the best of the Company’s knowledge, approximately 19.4% of the share capital of Atrium as of December 31, 2012.

For the country of incorporation of each subsidiary, see “Appendix A to Consolidated Financial Statements–List of Group Investees as of December 31, 2012.”

 

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Our public subsidiaries are listed on stock exchanges in their local regions and are subject to oversight by their respective boards of directors. We seek to balance our role as each company’s most significant shareholder with the recognition that they are public companies in their respective countries with obligations to all of their shareholders. Chaim Katzman, the Chairman of our Board serves as the Chairman of the Board of each of our major public subsidiaries—Equity One, First Capital, Citycon and of our affiliate Atrium—and our Executive Vice Chairman of the Board, Dor J. Segal, serves on the boards of three of our public subsidiaries—Equity One, First Capital and Dori Group. Other individuals affiliated with us also serve on the boards of our public subsidiaries. As public companies, our public subsidiaries are generally required to have a number of directors who meet independence requirements under local law and stock exchange rules. As a result of this requirement and other factors, individuals affiliated with us represent less than a majority of the members of the boards of directors of each of these entities. We are also active in seeking, and assisting our public subsidiaries in engaging, experienced executive management. Beyond providing oversight and guidance through our board representation, the level of our involvement with each public subsidiary varies based on each subsidiary’s general business needs, with greater guidance provided to those with less well-established operations or in connection with significant transactions, such as an acquisition.

 

D. Property, Plants and Equipment

Our Properties

We own interests in more than 620 properties in over 20 countries. The following tables summarize our properties as of December 31, 2012:

 

     As of December 31, 2012     Year Ended December 31, 2012     As of
December 31,
2012
 

Region

   Total No. of
Properties  (1)
     Gazit-
Globe’s
Ownership
Interest
    GLA
(1)
     Occupancy     Rental
Income (2)
    Percent of
Rental
Income
    Net
Operating
Income (2)
    Same
Property
NOI
Growth (3)
    Fair Value  (4)(5)  
     (thousands
of sq. ft.)
    (U.S.$ in
thousands)
          (U.S.$ in
thousands)
          (U.S.$ in
thousands)
 

Shopping Centers

                    

United States (6)(7)

     167         45.5     20,508         92.1     337,704        19     245,971        3.3     3,680,169   

Canada (8)

     169         45.6     24,081         95.6     599,314        33     382,081        1.4     6,475,972   

Northern Europe

     78         48.8     10,773         95.7     317,553        18     215,092        4.9     3,579,015   

Central and Eastern Europe (1)

     156         34.5     13,402         97.4     354,734        20     240,601        7.3     2,880,569   

Germany

     7         100.0     1,086         92.5     22,183        1     14,878        (5.0 %)      249,736   

Israel (9)

     11         75.0     1,437         98.6     54,136        3     40,552        3.5     625,424   

Brazil

     3         100.0     252         90.1     8,286        —          4,342        —          81,733   
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Healthcare

                    

Properties

                    

Medical office (10)

     16         100     1,464         96.3     66,469        4     46,374        3.3     547,491   
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Other Properties

                    

Land for future development

     —           —          —           —          —          —          —          —          943,282   

Properties under development (11)

     10         —          —           —          —          —          —          —          530,149   

Other (1)

     5         —          289         —          35,023        2     15,890        —          79,741   
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

     622         N/A        73,292         95.0     1,795,402 (13)      100     1,205,781 (14)      3.9     19,673,281 (12) 
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(1) Amounts in this table with respect to shopping centers in Central and Eastern Europe reflect 100% of the number of properties and GLA of Atrium. Gazit-Globe jointly controls Atrium and Atrium is accounted for using the equity method in Gazit-Globe’s financial statements pursuant to IFRS 11. Amounts in “Other” are derived overwhelmingly from Royal Senior Care (205 thousand sq. ft).
(2) Represents amounts translated into U.S.$ using the exchange rate in effect on December 31, 2012 (U.S.$ 1.00 = NIS 3.733).
(3) Same property amounts are calculated as the amounts attributable to properties which have been owned and operated by us, and reported in our consolidated results, for the entirety of the relevant periods. Therefore, any properties either acquired after the first day of the earlier comparison period or sold, contributed or otherwise removed from our consolidated financial statements before the last day of the later comparison period are excluded from same properties. Same property NOI growth excludes redevelopment and expansion.

 

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(4) Investment properties are measured initially at cost, including costs directly attributable to the acquisition. After initial recognition, investment property is measured at fair value which reflects market conditions at the balance sheet date. Investment property under development, designated for future use as investment property, is also measured at fair value, provided that fair value can be reliably measured. However, when fair value is not reliably determinable, such property is measured at cost, less any impairment losses, if any, until either development is completed, or its fair value becomes reliably determinable, whichever is earlier. The cost of investment property under development includes the cost of land, as well as borrowing costs used to finance construction, direct incremental planning and construction costs, as well as brokerage fees relating to agreements to lease the property and other lease-up costs. Fair value of investment property was determined by accredited independent appraisers with respect to 64% of such investment properties during the year ended December 31, 2012 in fair value terms (45% of which were performed at December 31, 2012). Fair value of investment property under development and land was determined by accredited independent appraisers with respect to 40% of such investment properties during the year ended December 31, 2012 in fair value terms (17% of the valuations were performed at December 31, 2012). In each case, the remainder of the valuations was performed by management of our subsidiaries including by internal professional appraisers. In determining fair value of investment property and investment property under development, the appraisers and our management used either (1) the comparative method (i.e. based on comparison data for similar properties in the vicinity with similar uses, including required adjustments for location, size or quality), (2) the discounted cash flow method (less cost to complete and developer profit in the case of investment property under development, also referred to as the residual method) or (3) the income capitalization approach.
(5) Includes 100% of the fair value of the properties of entities whose accounts are consolidated in Gazit-Globe’s financial statements. Includes 100% of the fair value of the properties of Atrium and Royal Senior Care each of which is presented according to the equity method in Gazit-Globe’s financial statements with respect to the year ended December 31, 2012.
(6) As of December 31, 2012, includes seven office, industrial, residential and storage properties.
(7) Occupancy data excludes the occupancy of seven office, industrial, residential and storage properties. The properties are excluded because they are non-retail properties that are not considered part of Equity One’s core portfolio. If these properties were included in the occupancy data, the occupancy rate would be 91.7%.
(8) Includes medical office buildings held by ProMed Canada which were sold to First Capital in the third quarter of 2012.
(9) Israel includes one income-producing property in Bulgaria.
(10) Our medical office buildings are held through ProMed, our wholly-owned subsidiary. Rental income includes an amount of U.S.$ 14,753 thousand with respect to Gazit America for the period ended on August 8, 2012, the date ProMed Canada was sold to First Capital.
(11) As of December 31, 2012, total GLA under development was 2.3 million square feet.
(12) This amount would be approximately NIS 76.5 billion (U.S.$ 20.5 billion) if it included 100% of the fair value of properties operated by us through joint ventures or other management arrangements which are accounted for using the equity method of accounting, approximately U.S.$ 4.4 billion of this amount is not recorded in our financial statements. The approximately
U.S.$ 4.4 billion includes Atrium and Royal Senior Care, which however, are included in the table (see note 5 above). This amount represents the following amounts recorded in our consolidated statements of financial position as of December 31, 2012: NIS 55,465 million (U.S.$ 14,858.0 million) of investment property, NIS 2,806 million (U.S.$ 751.7 million) of investment property under development, NIS 1,482 million (U.S.$ 397.0 million) of assets classified as held for sale and NIS 187 million (U.S.$ 50.1 million) of fixed assets, net, but excludes furniture, fixtures and other equipment.
(13) This amount includes our rental income from our joint ventures Atrium and Royal Senior Care in the amount of U.S$ 389.4 million.
(14) This amount includes our net operating income from our joint ventures Atrium and Royal Senior Care in the amount of U.S$ 256.5 million.

Environmental

Due to our ownership of real estate, we are subject to national, state and local environmental legislation in every jurisdiction in which we operate. Under this legislation, we could be held responsible for, and have to bear, the clearance and reclamation costs in respect of various environmental hazards, pollution, and toxic materials that are found at, or are emitted from, our properties and could also have to pay fines and compensation in respect of such hazards. These costs could be material. Certain environmental regulations lay strict liability for environmental hazards on the holders or owners of the properties. Failure to remove these hazards could have a material adverse effect on our ability to sell, rent or pledge the properties at which such hazards are found, and could even result in a lawsuit. As of December 31, 2012, we were aware of a number of properties that require study or repair relating to environmental issues. We do not believe, however, that such environmental issues will have a material adverse effect on our financial position. Nevertheless, we are unable to guarantee that the information in our possession reveals all potential liabilities in respect of environmental hazards, or that former owners of properties we have acquired had not acted in a manner that contravenes relevant provisions of environmental laws, or that due to some other reason a material breach of such provisions has not been, or will not be, committed. Furthermore, future amendments to environmental laws could have a material adverse effect on our position, from both an operational and a financial perspective.

We seek to conduct our business in an environmentally-friendly manner. We are investing resources in environmental conservation and in the construction of environmentally-friendly shopping centers. We believe that, in the long-term, the consumers, the retailers and we will benefit from these investments. For example, we expect that the use of green energy and the recycling of various materials will benefit the community, preserve the environment, and in the long-term decrease our costs. In addition, we believe that the growing awareness of the need to preserve the environment will lead the population to prefer visiting “green” shopping centers over regular shopping centers, thus increasing the value of such properties.

 

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Leasing expenditures

Leasing expenditures, such as tenant improvement costs and leasing commissions, are not material to our business as a whole and therefore additional disclosure would not be meaningful to prospective investors.

See also “Item 4—Information on the Company—Business Overview—Government Regulations”

 

ITEM 4A. UNRESOLVED STAFF COMMENTS

None.

 

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

A. Operating Results

We believe we are one of the largest owners and operators of supermarket-anchored shopping centers in the world. Our more than 620 properties have a GLA of approximately 73 million square feet and are geographically diversified across over 20 countries. We operate properties with a total value of approximately U.S.$ 20.5 billion (including the full value of properties that are consolidated and of equity-accounted jointly controlled entities, approximately U.S.$ 4.4 billion of which is not recorded in our financial statements) as of December 31, 2012. We acquire, develop and redevelop well-located, supermarket-anchored neighborhood and community shopping centers in densely-populated areas with high barriers to entry and attractive demographic trends. Our properties are typically located in countries characterized by stable GDP growth, political and economic stability and strong credit ratings. As of December 31, 2012, over 95% of our occupied GLA was leased to retailers and the majority of our occupied GLA was leased to tenants that provide consumers with daily necessities and other non-discretionary products and services.

Our properties are owned and operated through a variety of public and private subsidiaries and affiliates. Our primary public subsidiaries are Equity One in the United States, First Capital in Canada and Citycon in Northern Europe. We also jointly control Atrium in Central and Eastern Europe with another party. Additionally, we own and operate medical office buildings in North America through private subsidiaries, and we own and operate our shopping centers in Brazil, Germany and Israel through private subsidiaries.

We intend to continue our focus on owning and operating high quality supermarket-anchored neighborhood and community shopping centers and other necessity-driven real estate assets predominantly in densely-populated areas with high barriers to entry and attractive demographic trends in countries with stable GDP growth, political and economic stability and strong credit ratings. By maintaining this focus, we will seek to keep the occupancy and NOI performance of our properties consistent through different economic cycles.

We intend to continue to prudently expand into new high growth markets in politically and economically stable countries with compelling demographics and other high growth necessity-driven asset types that generate strong and sustainable cash flow, using our experience developed over the past 20 years in entering new markets and through our thorough knowledge of local markets. We will use this experience and knowledge to continue to assess opportunities, including the establishment of new necessity-driven real estate businesses, the acquisition of real estate companies and properties, primarily supermarket-anchored shopping centers and also other necessity-driven assets.

We also intend to divest non-core properties and allocate our capital. During 2012, our subsidiary Royal Senior Care sold the majority of its assets in addition to our sale of other lower-tier secondary-market assets. We recycled this capital to make new core acquisitions in high-density urban markets and to deleverage our balance sheet.

In addition, we intend to continue to identify opportunities in the healthcare real estate sector, predominantly in medical office buildings as we believe that this class of real estate investment is less sensitive to economic cycles than commercial real estate in general and that there will be continued growth in demand for healthcare services, particularly in North America.

Factors Impacting our Results of Operations

Rental income. We derive revenues primarily from rental income. For the years ended December 31, 2012, 2011 and 2010, rental income represented 75%, 82% and 100% of our total revenues, respectively (79%, 81%, 82%, respectively, assuming full consolidation of jointly-controlled entities). Our rental income is a product of the number of income producing properties we own, the occupancy rates at our properties and the rental rates we charge our tenants.

 

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Our rental income is impacted by a number of factors:

 

   

Global, regional and local economic conditions. The recent economic downturn resulted in many companies shifting to a more cautionary mode with respect to leasing. Potential tenants may be looking to consolidate, reduce overhead and preserve operating capital. The downturn also impacted the financial condition of some our tenants and their ability to fulfill their lease commitments which, in turn, impacted our ability in some of our regions to maintain or increase the occupancy level and/or rental rates of our properties. While the economy in most of our markets has improved somewhat since the downturn of 2008 and 2009, we are still facing macro-economic challenges in some of our markets, particularly the United States and some Eastern European countries. These challenges continue to impact retailers in these regions, affecting sales of our tenants. The impact of the challenges in these markets was offset by more rapid improvements in certain of our other markets, particularly Canada, Israel, Poland and Northern Europe, which managed to largely avoid the full impact of the recent global recession.

 

   

Scheduled lease expirations. As of December 31, 2012, leases representing 11.7% and 10.6% of the GLA of our properties will expire during 2013 and 2014, respectively. Our results of operations will depend on whether expiring leases are renewed and, with respect to renewed leases (including of equity-accounted joint ventures), whether the properties are re-leased at base rental rates equal to or above our current average base rental rates. We proactively manage our properties to reduce the risk that expiring leases are not renewed or that properties are not re-leased and to reduce the risk that renewals and re-leases are at base rental rates lower than our current average base rental rates. However, our ability to renew leases at base rental rates equal to or above our current average base rental rates is dependent on a number of factors, including micro- and macro-economic factors in the markets in which we operate.

 

   

Availability of properties for acquisition. We grow our property base through targeted acquisitions of properties. Our results of operations depend on whether we are able to identify suitable properties to acquire and whether we can complete the acquisition of the properties we identify on commercially attractive terms. Our results of operations also depend on whether we successfully integrate acquisitions into our existing operations and achieve the occupancy or rental rates we project at the time we make the decision to acquire a property. Our results of operations for the year ended December 31, 2012 were impacted by the acquisition of 30 properties and the disposition of 34 properties across our markets, including 12 senior housing facilities by Royal Senior Care, decreasing our GLA in a net amount of 0.8 million square feet. Similarly, our results of operations for the year ended December 31, 2011 were impacted by the net disposition of six shopping centers and medical office buildings across our markets which nevertheless resulted in a net increase in total GLA of approximately 3.1 million square feet, including the acquisition of C&C US No. 1 Inc. (“CapCo”) through a joint venture with a subsidiary of Capital Shopping Centers Group PLC (“CSC”). In addition, our results of operations for the year ended December 31, 2010 were impacted by the net acquisition of 14 shopping centers and medical office buildings across our markets with total GLA of approximately 1.5 million square feet.

 

   

Development and Redevelopment. Our results of operations also depend on our ability to develop new shopping centers and redevelop existing shopping centers in a timely and cost-efficient manner, since developed and redeveloped properties tend to generate higher rental rates, and to locate anchor tenants for these properties prior to development or redevelopment. For the year ended December 31, 2012, we completed the development and redevelopment of properties representing 1.6 million square feet of GLA. For the year ended December 31, 2011, we completed the development and redevelopment of properties representing 0.6 million square feet of GLA. For the year ended December 31, 2010, we completed the development and redevelopment of properties representing 1.2 million square feet of GLA.

 

   

Other factors. Factors including changes in consumer preferences and fluctuations in inflation rates can affect the ability of tenants to meet their commitments to us. In addition, those factors and changes in interest rates, oversupply of properties, competition from other properties and prices of goods, fuel and energy consumption can affect our ability to continue renting our properties at the same rent levels.

Change in fair value of our properties. Our results of operations, which are reflected in our financial statements based on IFRS, are impacted by changes in the fair market value of our properties. After initial recognition at cost (including costs directly attributable to the acquisition), investment property is measured at fair value, which reflects market conditions at the balance sheet date. Gains or losses arising from changes in fair value of investment property are recognized in profit or loss when they arise. Accordingly, our results of operations will be impacted by such changes even though no actual disposition of assets took place and no cash or other value was received. Property valuation typically requires the use of certain judgments and assumptions with respect to a variety of factors, including supply and demand of comparable properties, the rate of economic growth in the location of the property, interest rates, inflation and political and economic developments in the region in which the property is located. For the year ended December 31, 2010, valuation gains from investment property and investment property under development were NIS 0.9 billion. For the year ended December 31, 2011, valuation gains from investment property and investment property under development were NIS 1.7 billion. For the year ended December 31, 2012, valuation gains from investment property and investment property under development were NIS 1.9 billion (U.S.$ 512 million).

 

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Interest expense. Our results of operations depend on expenses relating to our debt service and our liquidity. In addition, our ability to acquire new assets is highly dependent on our ability to access capital in a cost efficient manner. The securities of Gazit-Globe and the securities of its major subsidiaries and affiliates are traded on six international stock exchanges, and we have benefited from the flexibility offered by raising debt or equity on many of these public markets. We believe that this global access to liquidity provides us with the ability to pursue opportunities and execute transactions quickly and efficiently. A significant portion of our debt is fixed rate and fluctuations in our interest expense in a particular period typically result from changes in outstanding debt balances.

Functional currency and currency fluctuations. We operate globally in multiple regions and countries within each region. Our functional currency and our reporting currency is the New Israel Shekel. Our principal subsidiaries and affiliates have the following functional currencies: Equity One—U.S. dollar, First Capital—Canadian dollar, Citycon—Euro and Atrium—Euro. The financial statements of these and our other subsidiaries whose functional currencies are not the NIS are translated into NIS for inclusion in our financial statements. The resulting translation differences are recognized as other comprehensive income (loss) in a separate component of shareholders’ equity under the capital reserve “adjustments from translation of financial statements”. The translation resulted in the inclusion in our statement of comprehensive income (loss) of a loss of NIS 1.3 billion in 2010, a gain of NIS 1.1 billion in the year ended December 31, 2011, and loss of NIS 0.4 billion for December 31, 2012 (U.S.$ 113 million). In addition to translation differences, we are exposed to risks associated with fluctuations in currency exchange rates between the NIS, the U.S. dollar, the Canadian dollar, the Euro and certain other currencies in which we conduct business. Our policy is to maintain a high correlation between the currency in which our assets are purchased and the currency in which the liabilities relating to the purchase of these assets are assumed in order to reduce currency risk. As part of this policy, we enter into cross currency swap transactions and forward contracts in respect of liabilities. See also “Item 11–Quantitative and Qualitative Disclosures About Market Risk” for a discussion of our hedging activities.

Shopping Centers

United States. In the United States, we acquire, develop and manage shopping centers through our subsidiary Equity One, which is a REIT listed on the New York Stock Exchange. Equity One’s properties are located primarily in the southeastern United States, mainly in Florida, Georgia and Louisiana, in the northeastern United States mainly in New York, in Boston, Massachusetts and Connecticut and on the west coast of the United States, mainly in California.

 

     As of December 31,  
     2010     2011     2012  

Our economic interest in Equity One (1)

     40.9     43.4     45.5

Shopping centers (2)

     180        157        160   

Other properties (3)

     6        7        7   

Properties under development (2)

     1        1        1   

GLA (millions of square feet) (2)

     20.6        19.5        20.5   

Occupancy rate (4)

     90.3