Ampal-american Israel 8-K Other Events

Exhibit 99.2

PRO FORMA FINANCIAL INFORMATION

The pro forma condensed consolidated financial statements giving effect to the purchase of the current on-going business of 012 as though the purchase was consummated on December 31, 2009 and on June 30, 2010, are included below.

AMPAL AMERICAN ISRAEL CORPORATION

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

The following unaudited pro forma condensed combined financial statements are presented to illustrate the estimated effects of our acquisition of the on-going business of 012 Smile.Communications Ltd. ("012 Smile") on our consolidated financial statements. Ampal American Israel Corporation ("Ampal") acquired substantially all the assets and liabilities of 012 Smile on January 31, 2010 (the "Transaction"). The following unaudited pro forma condensed combined financial statements are based upon the historical condensed consolidated financial statements and notes thereto of Ampal and 012 Smile which are included herein.

The unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2010 and for the fiscal year ended December 31, 2009 gives pro forma effect to the Transaction as if it had been completed on January 1, 2009.

The pro forma adjustments are based upon available information and certain assumptions that Ampal believes are reasonable under the circumstances. A final determination of fair values relating to the Transaction may differ materially from the preliminary estimates and will include management’s final valuation of the fair value of assets acquired and liabilities assumed. This final valuation will be based on the actual net tangible and intangible assets of 012 Smile that existed as of the date of the completion of the Transaction. The final valuation may change the allocations of the purchase price, which could affect the fair value assigned to the assets and liabilities and could result in a change to the unaudited pro forma condensed combined financial statements data. These changes could be material.

These unaudited pro forma condensed combined financial statements should be read in conjunction with the historical consolidated financial statements and related notes contained in the annual, quarterly and other reports filed by Ampal and 012 Smile with the United States Securities and Exchange Commission.

Ampal-American Israel Corporation

Unaudited Pro Forma Condensed Consolidated Statement of Operations

For the Six Months ended June 30, 2010

(In thousands, except per share data)

	Ampal (*)			012 Smile (**)			Pro-Forma Adjustment		Note		Total
REVENUES:
Chemical income	$	227,216		$	-					$	227,216
Communication  income		130,155			26,195						156,350
Realized gains on investments		814			-						814
Realized and unrealized gains on marketable securities		86			-						86
Interest income		528			-				1		528
Leisure-time income		1,470									1,470
Translation gain		10,612									10,612
Gain from redemption of debt, gain from change in ownership interest in a subsidiary and other income		961			-						961
Total revenues		371,842			26,195		-				398,037
EXPENSES:
Chemical expense - cost of goods sold		211,020			-						211,020
Communication expense - cost of goods sold		92,569			17,922		1,089		2		111,580
Gain from sale of fixed assets		2			-						2
Interest expense		25,030			63		1,855		3		26,948
Equity in earnings of affiliates		198			-						198
Marketing and sales expense		26,053			3,675						29,728
General, administrative and other		25,770			1,314						27,084
Total expenses		380,642			22,974		2,945				406,560
Income (loss) before income taxes		(8,800	)		3,221		(2,945	)			(8,523	)
Provision for income taxes		(1,471	)		1,382		(766	)			(855	)
Net income (loss)		(7,329	)		1,839		(2,179	)			(7,668	)
Less: Net loss attributable to noncontrolling interests		2,687			(14	)					2,673
									��
Net loss from continuing operations		(10,016	)		1,853		(2,179	)			(10,341	)
Basic and diluted EPS:
Earnings (loss) per share	$	(0.18	)							$	(0.18	)
Shares used in EPS calculation (in thousands)		56,134									56,134

 (*) Include five months of 012 Smile's operations (February 1, 2010 until June 30, 2010).

 (**) Statement of Operations for January 2010.

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Ampal-American Israel Corporation

Unaudited Pro Forma Condensed Consolidated Statement of Operations

For the Year Ended December 31, 2009

(in thousands, except per share data)

	Ampal			012 Smile		Pro-Forma Adjustment			Note		Total
Revenues
Chemical  income	$	393,896		$	-		-				$	393,896
Communication income					299,743		-					299,743
Realized gains on investments		870			-		-					870
Realized & unrealized  gain on   marketable  securities		250			-		-					250
Real estate income		237			-		-					237
Leisure time income		2,700			-		-					2,700
Loss on sale of fixed assets		(156	)									(156	)
Interest income		3,553			21,174		(21,174	)		1		3,553
Gain from redemption of debt, gain from change in ownership interest in a subsidiary and other income		4,135			-		-					4,135
Total revenues		405,485			320,917		(21,174	)				705,228
Expenses
Chemical expense - cost of goods sold		362,558			-		-					362,558
Communication expense - cost of goods sold					254,608		5,960			2		260,568
Interest expenses		32,869			12,858		10,166			3		55,893
Equity in losses of affiliates		1,214			-		-					1,214
Loss from impairment of investments & real estate		447			-		-					447
Marketing expenses		6,917			-		-					6,917
Translation gain		(5,399	)		-		-					(5,399	)
Real estate expenses		769			-		-					769
General, administrative and other		38,375			-		-					38,375
Total expenses		437,750			267,466		16,126					721,342
Income (loss) before income taxes		(32,265	)		53,451		(37,300	)				(16,114	)
Provision for income taxes		(11,038	)		15,096		(9,698	)				(5,640	)
Income (loss) after income taxes		(21,227	)		38,355		(27,602	)				(10,474	)
Noncontroling interest, net		(425	)		-		-					(425	)
Net loss from operation		(20,802	)		38,355		(27,602	)				(10,049	)
Basic and diluted EPS:
Loss from operations	$	(0.37	)								$	(0.18	)
Shares used in calculation		56,151										56,151

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NOTE 1

Ampal, through its subsidiaries, acquired substantially all the assets and liabilities of 012 Smile, including all of its customer and supplier agreements, management, employees, infrastructure, equipment and other assets, but excluding (i) certain retained cash and other customary excluded assets, (ii) the rights and obligations of 012 Smile related to the acquisition of Bezeq – The Israeli Telecommunications Corporation Ltd. and (iii) certain indebtedness and other liabilities.

The consideration of approximately $322 million paid to 012 Smile shareholders was financed by $48.3 million cash, a $59.1 million loan payable to financial institutions and a $214.8 million loan payable to banks.

NOTE 2

Reflects amortization of the fair value of intangible assets acquired, the calculation of pro forma amortization expense is as follows (in thousands):

	January 2010	Year Ended December 31, 2009	Estimated Useful  Life
Intangible assets	1,475	17,703	7
Brand name	134	1,602	13

NOTE 3

Represents the estimated adjustment to record interest expense, at 4.8% in average, of approximately $23.0 million in fiscal 2009 and $1.2 million in January 2010, based on the long-term debt of $273.9 million expected to be assumed to finance the transaction.

NOTE 4

The financial statements of 012 Smile were condensed and reclassified in order for them to conform with Ampal’s financial statements presentation.

The reconciliation between 012 Smile's statements of operations for the twelve months ended December 31, 2009 as filed with the United States Securities and Exchange Commission and the Tel Aviv Stock Exchange and the pro forma condensed financial statement presented at this report is as follows:

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 B Communications Ltd. (f/k/a 012 Smile.Communications Ltd.)

Audited Condensed Consolidated Statement of Operations

For the Year Ended December 31, 2009

(in thousands)

	U.S GAAP Reclassified		U.S GAAP Total(1)
		NIS	$
Revenues
Communication income		1,174,094	299,743
Interest income		82,937	21,174
		1,257,031	320,917
Expenses
Communication expense		997,298	254,608
Interest expenses		50,367	12,858
Total		1,047,665	267,466
Income before income taxes		209,366	53,451
Provision for income taxes		59,131	15,096
Net income		150,235	38,355

1.   The 012 Smile amounts included in the condensed combined pro forma statement of operations were translated into U.S. dollars using an exchange rate of 3.917 New Israeli Shekels per dollar, which is the average of the representative exchange rates published by the Bank of Israel for the year ended December 31, 2009. The 012 Smile historical statements of operations as presented in the 2009 annual report of B Communications Ltd. (f/k/a Smile.Communications Ltd.) have been presented in U.S. dollars and convenience translated at the representative rate exchange of 3.775 New Israeli Shekels per dollar.

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