##### Table of Contents



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
      Form 10-Q
  þ

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)  OF THE
    SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended
    March 31, 2010oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to    Commission file number:
    001-32347
  ORMAT TECHNOLOGIES,
    INC.
 (Exact name of registrant as
    specified in its charter)
  DELAWARE

88-0326081(State or other jurisdiction
    of
    incorporation or organization)

(I.R.S. Employer
    Identification Number)    6225 Neil Road, Reno, Nevada
    89511-1136
 (Address of principal executive
    offices)
   Registrants telephone number, including area code:
 (775) 356-9029
   þ o
  Regulation S-T o o
  12b-2
  Large
    accelerated
    filer þ
    Accelerated
    filer o
    Non-accelerated
    filer o
    Smaller
    reporting
    company o   Rule 12b-2 o þ




---



##### 



ORMAT
    TECHNOLOGIES, INC
  FORM 10-Q
 FOR THE
    QUARTER ENDED MARCH 31, 2010
   
 PART I  UNAUDITED FINANCIAL
    INFORMATIONITEM 1.

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


4ITEM 2.

MANAGEMENTS DISCUSSION AND ANALYSIS OF
    FINANCIAL CONDITION AND RESULTS OF OPERATIONS


22ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
    MARKET RISK


47ITEM 4.

CONTROLS AND PROCEDURES


47PART II   OTHER INFORMATIONITEM 1.

LEGAL PROCEEDINGS


48ITEM 1A.

RISK FACTORS


49ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE
    OF PROCEEDS


49ITEM 3.

DEFAULTS UPON SENIOR SECURITIES


49ITEM 5.

OTHER INFORMATION


49ITEM 6.

EXHIBITS


49SIGNATURES


51EX-31.1EX-31.2EX-32.1EX-32.2   2




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##### Table of Contents



Certain
    Definitions
  Unless the context otherwise requires, all references in this
    quarterly report to Ormat, the Company,
    we, us, our company,
    Ormat Technologies or our refer to Ormat
    Technologies, Inc. and its consolidated subsidiaries.
 3




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##### Table of Contents



PART I 
    UNAUDITED FINANCIAL INFORMATION  ITEM 1.
    CONDENSED
    CONSOLIDATED FINANCIAL STATEMENTS  ORMAT
    TECHNOLOGIES, INC. AND SUBSIDIARIES
    CONDENSED CONSOLIDATED BALANCE SHEETS
    (Unaudited)
  March 31,


December 31,2010


2009(In thousands)ASSETSCurrent assets:Cash and cash equivalents

$
43,111


$
46,307Restricted cash, cash equivalents and marketable securities (all
    related to VIEs)


52,266



40,955Receivables:Trade


49,904



53,423Related entity


647



441Other


9,629



7,884Due from Parent


709



422Inventories


20,014



15,486Costs and estimated earnings in excess of billings on
    uncompleted contracts


3,112



14,640Deferred income taxes


3,860



3,617Prepaid expenses and other


9,914



12,080Total current assets


193,166



195,255Long-term marketable securities


1,304



652Restricted cash, cash equivalents and marketable securities (all
    related to VIEs)


1,764



2,512Unconsolidated investments ($27,294 related to VIEs at
    March 31, 2010)


29,104



35,188Deposits and other


19,259



18,653Deferred charges


30,466



22,532Property, plant and equipment, net ($826,520 related to VIEs at
    March 31, 2010)


1,320,754



998,693Construction-in-process
    ($41,478 related to VIEs at March 31, 2010)


239,505



518,595Deferred financing and lease costs, net


20,175



20,940Intangible assets, net


41,203



41,981Total assets

$
1,896,700


$
1,855,001LIABILITIES AND EQUITYCurrent liabilities:Accounts payable and accrued expenses

$
87,511


$
73,993Billings in excess of costs and estimated earnings on
    uncompleted contracts


7,681



3,351Current portion of long-term debt:Limited and non-recourse (all related to VIEs at March 31,
    2010)


16,055



19,191Full recourse


12,916



12,823Senior secured notes (non-recourse) (all related to VIEs at
    March 31, 2010)


20,227



20,227Due to Parent, including current portion of notes payable to
    Parent


10,198



10,018Total current liabilities


154,588



139,603Long-term debt, net of current portion:Limited and non-recourse (all related to VIEs at March 31,
    2010)


128,199



129,152Full recourse


75,695



77,177Revolving credit lines with banks (full recourse)


158,500



134,000Senior secured notes (non-recourse) (all related to VIEs at
    March 31, 2010)


231,872



231,872Liability associated with sale of equity interests


72,454



73,246Deferred lease income


72,590



72,867Deferred income taxes


52,130



44,530Liability for unrecognized tax benefits


5,184



4,931Liabilities for severance pay


19,477



18,332Asset retirement obligation


14,350



14,238Other long-term liabilities


2,297



3,358Total liabilities


987,336



943,306Commitments and contingenciesEquity:The Companys stockholders equity:Common stock, par value $0.001 per share;
    200,000,000 shares authorized; 45,430,886 and
    45,353,120 shares issued and outstanding, respectively


46



46Additional paid-in capital


710,770



709,354Retained earnings


193,333



196,950Accumulated other comprehensive income


545



622904,694



906,972Noncontrolling interest


4,670



4,723Total equity


909,364



911,695Total liabilities and equity

$
1,896,700


$
1,855,001    4




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##### Table of Contents



ORMAT
    TECHNOLOGIES, INC. AND SUBSIDIARIES
    CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND
    COMPREHENSIVE INCOME
    (Unaudited)
  Three Months EndedMarch 31,2010


2009(In thousands, except per share data)Revenues:Electricity

$
66,105


$
62,060Product


16,549



37,251Total revenues


82,654



99,311Cost of revenues:Electricity


54,523



43,686Product


12,437



24,243Total cost of revenues


66,960



67,929Gross margin


15,694



31,382Operating expenses:Research and development expenses


3,267



801Selling and marketing expenses


3,202



4,301General and administrative expenses


7,020



7,535Operating income


2,205



18,745Other income (expense):Interest income


197



152Interest expense, net


(9,714
)


(3,290
)Foreign currency translation and transaction gains (losses)


434



(2,393
)Income attributable to sale of tax benefits


2,139



4,168Other non-operating loss, net


(359
)


(150
)Income (loss) from continuing operations before income taxes and
    equity in income of investees


(5,098
)


17,232Income tax benefit (provision)


2,557



(3,429
)Equity in income of investees, net


546



550Income (loss) from continuing operations


(1,995
)


14,353Discontinued operations:Income from discontinued operations, net of related tax of $6
    and $60, respectively


14



153Gain on sale of a subsidiary in New Zealand, net of related tax
    of $2,570


3,766



Net income


1,785



14,506Net loss attributable to noncontrolling interest


53



79Net income attributable to the Companys stockholders

$
1,838


$
14,585Comprehensive income:Net income

$
1,785


$
14,506Other comprehensive income (loss), net of related taxes:Currency translation adjustment


43



(52
)Amortization of unrealized gains in respect of derivative
    instruments designated for cash flow hedge


(58
)


(65
)Change in unrealized gains or losses on marketable securities
    available-for-sale


(62
)


Comprehensive income


1,708



14,389Comprehensive loss attributable to noncontrolling interest


53



79Comprehensive income attributable to the Companys
    stockholders

$
1,761


$
14,468Earnings (loss) per share attributable to the Companys
    stockholders  basic and diluted:Income (loss) from continuing operations

$
(0.04
)

$
0.32Income from discontinued operations


0.08



Net income

$
0.04


$
0.32Weighted average number of shares used in computation of
    earnings (loss) per share attributable to the Companys
    stockholders:Basic


45,431



45,353Diluted


45,457



45,405Dividend per share declared

$
0.12


$
0.07    5




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##### Table of Contents



ORMAT
    TECHNOLOGIES, INC. AND SUBSIDIARIES
    CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
    (Unaudited)
  The Companys Stockholders EquityAccumulatedAdditional





OtherCommon Stock


Paid-in


Retained


Comprehensive





Noncontrolling


TotalShares


Amount


Capital


Earnings


Income


Total


Interest


Equity(In thousands, except per share data)Balance at December 31, 2008


45,353


$
45


$
701,273


$
138,241


$
645


$
840,204


$
7,031


$
847,235Stock-based compensation










1,262











1,262







1,262Cash dividend declared, $0.07 per share














(3,175
)






(3,175
)






(3,175
)Exercise of options by employees


1







32











32







32Net income (loss)














14,585







14,585



(79
)


14,506Other comprehensive income (loss), net of related taxes:Currency translation adjustment


















(52
)


(52
)






(52
)Amortization of unrealized gains in respect of derivative
    instruments designated for cash flow hedge (net of related tax
    of $40)


















(65
)


(65
)






(65
)Balance at March 31, 2009


45,354


$
45


$
702,567


$
149,651


$
528


$
852,791


$
6,952


$
859,743Balance at December 31, 2009


45,431



46



709,354



196,950



622



906,972



4,723



911,695Stock-based compensation










1,416











1,416







1,416Cash dividend declared, $0.12 per share














(5,455
)






(5,455
)






(5,455
)Net income (loss)














1,838







1,838



(53
)


1,785Other comprehensive income (loss), net of related taxes:Currency translation adjustment


















43



43







43Amortization of unrealized gains in respect of derivative
    instruments designated for cash flow hedge (net of related tax
    of $36)


















(58
)


(58
)






(58
)Change in unrealized gains or losses on marketable securities
    available-for-sale
    (net of related tax of $34)


















(62
)


(62
)






(62
)Balance at March 31, 2010


45,431


$
46


$
710,770


$
193,333


$
545


$
904,694


$
4,670


$
909,364    6




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##### Table of Contents



ORMAT
    TECHNOLOGIES, INC. AND SUBSIDIARIES
    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
    (Unaudited)
  Three Months Ended March 31,2010


2009(In thousands)Cash flows from operating activities:Net income

$
1,785


$
14,506Adjustments to reconcile net income to net cash provided by
    operating activities:Depreciation and amortization


20,449



16,132Accretion of asset retirement obligation


276



258Stock-based compensation


1,416



1,262Amortization of deferred lease income


(671
)


(671
)Income attributable to sale of tax benefits, net of interest
    expense


(792
)


(2,238
)Equity in income of investees


(546
)


(550
)Impairment of auction rate securities






280Return on investment in unconsolidated investments


3,734



Loss (gain) on severance pay fund asset


(420
)


1,219Gain on sale of a subsidiary


(6,336
)


Deferred income tax provision (benefit)


(856
)


3,041Liability for unrecognized tax benefits


253



232Deferred lease revenues


394



582Changes in operating assets and liabilities:Receivables


1,155



(1,711
)Costs and estimated earnings in excess of billings on
    uncompleted contracts


11,528



(5,867
)Inventories


(4,528
)


1,000Prepaid expenses and other


2,166



1,918Deposits and other


(183
)


(122
)Accounts payable and accrued expenses


15,315



1,100Due from/to related entities, net


(206
)


(208
)Billings in excess of costs and estimated earnings on
    uncompleted contracts


4,330



14,575Liabilities for severance pay


1,145



(1,337
)Other long-term liabilities


(1,061
)


Due from/to Parent


(107
)


(867
)Net cash provided by operating activities


48,240



42,534Cash flows from investing activities:Return of investment in unconsolidated investments


3,516



30Net change in restricted cash, cash equivalents and marketable
    securities


(11,315
)


(17,233
)Cash received from sale of a subsidiary, net


19,594



Capital expenditures


(76,492
)


(73,795
)Investment in unconsolidated company


(281
)


Increase in severance pay fund asset, net of payments made to
    retired employees


(3
)


(227
)Net cash used in investing activities


(64,981
)


(91,225
)Cash flows from financing activities:Proceeds from long-term loans






90,000Proceeds from exercise of options by employees






32Proceeds from revolving credit lines with banks


47,200



285,000Repayment of revolving credit lines with banks


(22,700
)


(305,000
)Repayments of long-term debtParent






(7,000
)Other


(5,478
)


(1,590
)Deferred debt issuance costs


(22
)


(1,281
)Cash dividends paid


(5,455
)


(3,175
)Net cash provided by financing activities


13,545



56,986Effect of exchange rate changes on cash and cash equivalents






23Net change in cash and cash equivalents


(3,196
)


8,318Cash and cash equivalents at beginning of year


46,307



34,393Cash and cash equivalents at end of year

$
43,111


$
42,711Supplemental non-cash investing and financing activities:Decrease in accounts payable related to purchases of property,
    plant and equipment

$
(1,649
)

$
(4,722
)    7




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##### Table of Contents



ORMAT
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
  NOTE 1 
    GENERAL
    AND BASIS OF PRESENTATION      Form 10-K
      Concentration
    of credit risk
           8




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##### Table of Contents



ORMAT
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
        NOTE 2 
    NEW
    ACCOUNTING PRONOUNCEMENTS  New
    accounting pronouncements effective in the three-month period
    ended March 31, 2010
  Accounting
    for Transfers of Financial Assets
    Consolidation
    Guidance for Variable Interest Entities
    Updated
    Disclosure for Fair Value Measurements
   9




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##### Table of Contents



ORMAT
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
    New
    accounting pronouncements effective in future periods
  Accounting
    for Revenue Recognition
    NOTE 3 
    INVENTORIES    March 31,


December 31,2010


2009(Dollars in thousands)Raw materials and purchased parts for assembly

$
11,378


$
7,322Self-manufactured assembly parts and finished products


8,636



8,164Total

$
20,014


$
15,486   NOTE 4 
    UNCONSOLIDATED
    INVESTMENTS    March 31,


December 31,2010


2009(Dollars in thousands)Mammoth

$
27,294


$
33,659Sarulla


1,810



1,529Total

$
29,104


$
35,188   The
    Mammoth Complex
   10




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##### Table of Contents



ORMAT
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
    March 31,

December 31,2010

2009(Dollars in thousands)Condensed balance sheets:Current assets

$
8,046


$
19,257Non-current assets


63,168



64,728Current liabilities


853



659Non-current liabilities


3,258



3,196Partners capital


67,103



80,130   Three Months EndedMarch 31,2010


2009(Dollars in thousands)Condensed statements of operations:Revenues

$
5,065


$
4,858Gross margin


1,533



1,618Net income


1,466



1,538Companys equity in income of Mammoth:50% of Mammoth net income

$
733


$
769Plus amortization of basis difference


148



148881



917Less income taxes


(335
)


(348
)Total

$
546


$
569   The
    Sarulla Project
      NOTE 5 
    CONSOLIDATION
    GUIDANCE FOR VARIABLE INTEREST ENTITIES   11




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##### Table of Contents



ORMAT
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
        
    The design of the entity, including the nature of its risks and
    the purpose for which the entity was created, to determine the
    variability that the entity was designed to create and
    distribute to its interest holders;
    The nature of the Companys involvement with the entity;
    Whether control of the entity may be achieved through
    arrangements that do not involve voting equity;
    Whether there is sufficient equity investment at risk to finance
    the activities of the entity; and
    Whether parties other than the equity holders have the
    obligation to absorb expected losses or the right to receive
    residual returns.    
    Whether the Company has the power to direct the activities of
    the VIE that most significantly impact the entitys
    economic performance; and
    Whether the Company has the obligation to absorb losses of the
    entity that could potentially be significant to the VIE or the
    right to receive benefits from the entity that could potentially
    be significant to the VIE.  and/or
 12




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##### Table of Contents



ORMAT
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
    March 31, 2010Project Debt


PPAsAssets:Restricted cash, cash equivalents and marketable securities

$
54,030


$
Other current assets


51,363



8,365Unconsolidated investments


27,294



Property, plant and equipment, net


826,520



445,405Construction-in-process


41,478



1,127Other long-term assets


56,854



Total assets

$
1,057,539


$
454,897Liability:Accounts payable and accrued expenses

$
19,852


$
4,439Long-term debt


396,353



Other long-term liabilities


85,889



3,261Total liabilities

$
502,094


$
7,700   December 31, 2009Project Debt


PPAsAssets:Restricted cash, cash equivalents and marketable securities

$
43,467


$
Other current assets


58,037



1,459Unconsolidated investments


33,659



Property, plant and equipment, net


866,024



89,822Construction-in-process


12,151



239,799Other long-term assets


58,282



Total assets

$
1,071,620


$
331,080Liability:Accounts payable and accrued expenses

$
11,328


$
1,749Long-term debt


400,442



Other long-term liabilities


87,181



3,198Total liabilities

$
498,951


$
4,947   NOTE 6 
    FAIR
    VALUE OF FINANCIAL INSTRUMENTS   13




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##### Table of Contents



ORMAT
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
            Cost orAmortizedCost atMarch 31,


Fair Value at March 31, 20102010


Total


Level 1


Level 2


Level 3(Dollars in thousands)AssetsCurrent assets:Cash equivalents (including restricted cash accounts)

$
7,469


$
7,469


$
7,469


$



$
Derivatives*






441







441



Non-current assets:Illiquid auction rate securities including restricted cash
    accounts) ($4.5 million par value), see below


4,110



3,068











3,068$
11,579


$
10,978


$
7,469


$
441


$
3,068   Cost orAmortizedCost atDecember 31,


Fair Value at December 31, 20092009


Total


Level 1


Level 2


Level 3(Dollars in thousands)Assets:Current assets:Cash equivalents (including restricted cash accounts)

$
20,227


$
20,227


$
20,227


$



$
Derivatives*






91







91



Non-current assets:Illiquid auction rate securities including restricted cash
    accounts) ($4.5 million par value), see below


4,099



3,164











3,164Liabilities:Current liabilities:Derivatives*






(32
)






(32
)


$
24,326


$
23,450


$
20,227


$
59


$
3,164  14




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##### Table of Contents



ORMAT
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
    *
    
    Derivatives represent foreign currency forward and option
    contracts which are valued primarily based on observable inputs
    including forward and spot prices for currencies.        Three Months EndedMarch 31,2010


2009(Dollars in thousands)Balance at beginning of period

$
3,164


$
4,945Sale of auction rate securities






Total unrealized gains (losses):Included in net income






(280
)Included in other comprehensive income


(96
)


Balance at end of period

$
3,068


$
4,665   other-than-temporary other-than-temporary other-than-temporary other-than-temporary other-than-temporary
 15




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##### Table of Contents



ORMAT
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  other-than-temporary
    other-than-temporary
          Fair Value

Carrying AmountMarch 31,

December 31,

March 31,

December 31,2010

2009

2010

2009(Dollars in millions)

(Dollars in millions)Orzunil Senior Loans

$
4.3


$
5.3


$
4.2


$
5.2Olkaria III Loan


98.0



96.6



99.5



99.5Amatitlan Loan


40.6



41.1



40.6



41.1Senior Secured Notes:Ormat Funding Corp.(OFC)


132.0



132.0



146.3



146.3OrCal Geothermal Inc.(OrCal)


105.5



103.7



105.8



105.8Loan from institutional investors


18.6



20.0



18.6



20.0Parent Loan


9.6



9.7



9.6



9.6    16




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##### Table of Contents



ORMAT
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  NOTE 7 
    DISCONTINUED
    OPERATIONS      (Dollars inthousands)Cash and cash equivalents

$
871Accounts receivables


434Prepaid expenses and other


184Property, plant and equipment


16,293Accounts payables and accrued liabilities


(164
)Other comprehensive income  translation adjustments


(156
)Net assets

$
17,462     NOTE 8 
    ELECTRICITY
    REVENUES AND COST OF REVENUES    Three Months EndedMarch 31,2010


2009(Dollars in thousands)Revenues:Energy and capacity

$
24,718


$
23,772Lease portion of energy and capacity


40,716



37,617Lease income


671



671$
66,105


$
62,060Cost of revenues:Energy and capacity

$
27,254


$
22,898Lease portion of energy and capacity


25,958



19,477Lease income


1,311



1,311$
54,523


$
43,686  17




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##### Table of Contents



ORMAT
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  NOTE 9 
    INTEREST
    EXPENSE, NET    Three Months EndedMarch 31,2010


2009(Dollars in thousands)Parent

$
180


$
443Interest related to sale of tax benefits


1,375



1,930Other


9,773



6,732Less  amount capitalized


(1,614
)


(5,815
)$
9,714


$
3,290   NOTE 10 
    EARNINGS
    PER SHARE      Three Months Ended March 31,2010


2009(In thousands)Weighted average number of shares used in computation of basic
    earnings per share


45,431



45,353Add:Additional shares from the assumed exercise of employee stock
    options


26



52Weighted average number of shares used in computation of diluted
    earnings per share


45,457



45,405     NOTE 11 
    BUSINESS
    SEGMENTS   18




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##### Table of Contents



ORMAT
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
    Electricity

Product

Consolidated(Dollars in thousands)Three Months Ended March 31, 2010:Net revenues from external customers

$
66,105


$
16,549


$
82,654Intersegment revenues






7,194



7,194Operating income (loss)


3,095



(890
)


2,205Segment assets at period end*


1,816,648



80,052



1,896,700Three Months Ended March 31, 2009:Net revenues from external customers

$
62,060


$
37,251


$
99,311Intersegment revenues






12,835



12,835Operating income


10,825



7,920



18,745Segment assets at period end*


1,651,351



76,843



1,728,194     *
    
    Segment assets of the Electricity Segment include unconsolidated
    investments.    Three Months EndedMarch 31,2010


2009(Dollars in thousands)Operating income

$
2,205


$
18,745Interest income


197



152Interest expense, net


(9,714
)


(3,290
)Foreign currency translation and transaction gains (losses)


434



(2,393
)Income attributable to sale of tax benefits


2,139



4,168Other non-operating loss, net


(359
)


(150
)Total consolidated income (loss) from continuing operations
    before income taxes and equity in income of investees

$
(5,098
)

$
17,232   NOTE 12 
    CONTINGENCIES  Securities
    Class Actions
  and/or and/or and/or
 19




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##### Table of Contents



ORMAT
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  and/or
  Stockholder
    Derivative Cases
    Other
    NOTE 13 
    CASH
    DIVIDENDS    NOTE 14 
    INCOME
    TAXES      March 31,


December 31,2010


2009(Dollars in thousands)Balance at beginning of year

$
4,931


$
3,425Additions based on tax positions takenin prior years


253



964Additions based on tax positions takenin the current year






1,282Decrease for settlements with taxing authorities






(740
)Balance at end of year

$
5,184


$
4,931  20




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##### Table of Contents



ORMAT
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Unaudited)
  NOTE 15 
    SUBSEQUENT
    EVENTS  Options
    grant
      Cash
    Dividend
   21




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##### Table of Contents



ITEM 2.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  Form 10-Q Form 10-Q, Form 10-Q
    
    significant considerations, risks and uncertainties discussed in
    this quarterly report;
    operating risks, including equipment failures and the amounts
    and timing of revenues and expenses;
    geothermal resource risk (such as the heat content of the
    reservoir, useful life and geological formation);
    financial market conditions and the results of financing efforts;
    environmental constraints on operations and environmental
    liabilities arising out of past or present operations, including
    the risk that we may not have, and in the future may be unable
    to procure, any necessary permits or other environmental
    authorization;
    construction or other project delays or cancellations;
    political, legal, regulatory, governmental, administrative and
    economic conditions and developments in the United States and
    other countries in which we operate;
    the enforceability of the long-term power purchase agreements
    (PPAs) for our power plants;
    contract counterparty risk;
    weather and other natural phenomena;
    the impact of recent and future federal and state regulatory
    proceedings and changes, including legislative and regulatory
    initiatives regarding deregulation and restructuring of the
    electric utility industry and incentives for the production of
    renewable energy in the United States and elsewhere;
    changes in environmental and other laws and regulations to which
    our company is subject, as well as changes in the application of
    existing laws and regulations;
    current and future litigation; 22




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##### Table of Contents




    our ability to successfully identify, integrate and complete
    acquisitions;
    competition from other similar geothermal energy projects,
    including any such new geothermal energy projects developed in
    the future, and from alternative electricity producing
    technologies;
    the effect of and changes in economic conditions in the areas in
    which we operate;
    market or business conditions and fluctuations in demand for
    energy or capacity in the markets in which we operate;
    the direct or indirect impact on our companys business
    resulting from terrorist incidents or responses to such
    incidents, including the effect on the availability of and
    premiums on insurance;
    the effect of and changes in current and future land use and
    zoning regulations, residential, commercial and industrial
    development and urbanization in the areas in which we operate;
    the risk factors set forth in our Annual Report on
    Form 10-K
    for the year ended December 31, 2009;
    other uncertainties which are difficult to predict or beyond our
    control and the risk that we incorrectly analyze these risks and
    forces or that the strategies we develop to address them could
    be unsuccessful; and
    other risks and uncertainties detailed from time to time in our
    filings with the Securities and Exchange Commission (SEC).    Form 10-K
  General
  Overview
     23




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##### Table of Contents



24




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##### Table of Contents



Recent
    Developments
  
    On April 26, 2010, the Medco-Ormat-Itochu-Kyushu
    Consortium, which consists of Medco Energi Internasional Tbk,
    Ormat International Inc., our wholly owned subsidiary, Itochu
    Corporation and Kyushu Electric Power Co. Inc., signed the
    Sarulla Project Joint Confirmation with the
    state-owned Indonesian power company PT Perusahaan Listrik
    Negara (PLN) confirming an agreement on terms for amending the
    Energy Sales Contract (ESC), with the concession holder PT
    Pertamina Geothermal Energy (PGE), a wholly owned subsidiary of
    the Indonesian state-owned oil and gas company PT Pertamina
    (Persero), signing as witness. The ESC had been executed in
    December 2007 for the 330 MW net power Sarulla Geothermal
    Project. The Sarulla Project Joint Confirmation was signed
    during the opening ceremony of the World Geothermal Congress in
    Bali.  90-day
  
    Since the beginning of 2010, we entered into new lease
    agreements covering approximately 46,000 acres of federal
    or private land in Nevada, Utah, Hawaii, and California.
    In February 2010, we signed a letter of intent with Kenya Power
    and Lighting Co. Ltd. (KPLC), the off-taker, of the
    Olkaria III complex located in Naivasha, Kenya, to amend
    the existing PPA by expanding the Olkaria III complex by up
    to 52 MW within the framework of the existing PPA. The
    expansion is to be developed in two phases. Phase I will be
    comprised of 36 MW, to be completed within 3.5 years
    from finalizing the amendment to the existing PPA. An optional
    phase II may be comprised of up to 16 MW, to be
    completed within 4.5 years from finalizing the amendment to
    the existing PPA. The amendment to the existing PPA is subject
    to applicable governmental approvals and the consent of the
    lenders that provided the financing to the existing power plant.
    In February 2010, we signed an agreement to acquire 100% of the
    membership interests in HSS II, LLC, which owns the Tuscarora
    Project in the northern Independence Valley of northeast Nevada.
    The project is in an advanced stage of development and has one
    successful well. We plan to construct and operate a geothermal
    plant on the site, the first phase of 16 MW of which is
    expected to become operational in 2012, and sell electricity
    under a new PPA which we signed with Nevada Power Company (a
    subsidiary of NV Energy, Inc).
    In January 2010,the North Brawley geothermal power plant
    in California was placed in service and is currently operating
    at a stable capacity of 20 MW. Southern California Edison
    Company (Southern California Edison), the PPA off-taker, agreed
    to extend the firm operation date until March 31, 2011.
    This extension will give us time to bring the power plants
    generation to its full design capacity of 50MW.
    In January 2010, we were awarded a geothermal exploration
    concession in Chile. The concession is on approximately
    26,000 acres located to the north of the
    San Pablo/San Pedro twin volcanic complex in northern
    Chile and is close to access roads and to copper mines that
    could be potential users of the electricity. We plan to engage
    in preliminary testing and studies to assess the feasibility of
    the site for commercial development in accordance with the
    milestones set forth in the concession.
    In January 2010, we sold our interest in GDL for
    NZ$3.5 million (approximately US$2.8 million), and we
    were repaid a loan we had made to GDL with an outstanding
    balance of NZ$24.3 million (approximately
    US$17.6 million).  Trends
    and Uncertainties
   25




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##### Table of Contents




    The global recession resulting from the recent disruption in the
    global credit markets, failures or material business
    deterioration of investment banks, commercial banks, and other
    financial institutions and intermediaries in the United States
    and elsewhere around the world, significant reductions in asset
    values across businesses, households and individuals, and the
    slowdown in manufacturing and other business activity has also
    resulted in reduced worldwide demand for energy. If these
    conditions continue or worsen, they may adversely affect both
    our Electricity and Product Segments. Among other things, we
    might face: (i) potential declines in revenues in our
    Products Segment due to reduced orders or other factors caused
    by economic challenges faced by our customers and prospective
    customers; (ii) potential declines in revenues from some of
    our existing geothermal power projects as a result of curtailed
    electricity demand and low oil and gas prices; and
    (iii) potential adverse impacts on our customers
    ability to pay, when due, amounts payable to us. In addition, we
    may experience related increases in our cost of capital
    associated with any increased working capital or borrowing needs
    we may have if our customers do not pay, or if we are unable to
    collect amounts payable to us in full (or at all) if any of our
    customers fail or seek protection under applicable bankruptcy or
    insolvency laws. In addition, the cost of obtaining financing
    for our project needs may increase or such financing may be more
    difficult to obtain.
    Our primary focus continues to be the implementation of our
    organic growth through exploration, development, the
    construction of new projects and enhancements of existing
    projects. We expect that this investment in organic growth will
    increase our total generating capacity, consolidated revenues
    and operating income attributable to our Electricity Segment
    year over year. We may look at acquisition opportunities that
    may arise.
    In the United States, we expect to continue to benefit from the
    increasing demand for renewable energy. Thirty-six states and
    the District of Columbia, including California, Nevada and
    Hawaii (where we have been most active in geothermal development
    and in which all of our U.S. geothermal projects are
    located) have adopted renewable portfolio standards (RPS),
    renewable portfolio goals or other similar laws. These laws
    require that an increasing percentage of the electricity
    supplied by electric utility companies operating in such states
    be derived from renewable energy resources until certain
    pre-established goals are met. We expect that the additional
    demand for renewable energy from utilities in such states will
    outpace a possible reduction in general demand for energy due to
    the economic slow down and will continue to create opportunities
    for us to expand existing projects and build new power plants.
    We expect that the increased awareness of climate change may
    result in significant changes in the business and regulatory
    environments, which may create business opportunities for us
    going forward. Although federal legislation addressing climate
    change appears likely, several states and regions are 26




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##### Table of Contents



already addressing climate change. For example, the California
    Global Warming Solutions Act of 2006, which was signed into law
    in September 2006, regulates most sources of greenhouse gas
    emissions and aims to reduce greenhouse gas emissions to 1990
    levels by 2020, representing an approximately 30% reduction in
    greenhouse gas emissions from projected 2020 levels or about 15%
    from 2008 levels. The California Air Resources Board is expected
    to put in place measures for implementing the Global Warming
    Solutions Act of 2006 by 2012. In September of 2006, California
    also passed Senate Bill 1368, which prohibits the states
    utilities from entering into long-term financial commitments for
    base-load generation with power plants that fail to meet a
    CO2
    emission performance standard established by the California
    Energy Commission and the California Public Utilities
    Commission. Californias long-term climate change goals are
    reflected in Executive Order
    S-3-05,
    which requires a reduction in greenhouse gases to: (i) 2000
    levels by 2010; (ii) 1990 levels by 2020; and
    (iii) 80% of 1990 levels by 2050. In addition to
    California, twenty-one other states have set greenhouse gas
    emissions targets (Arizona, Colorado, Connecticut, Florida,
    Hawaii, Illinois, Maine, Maryland, Massachusetts, Minnesota,
    Montana, New Hampshire, New Jersey, New Mexico, New York,
    Oregon, Rhode Island, Utah, Vermont, Virginia and Washington).
    Regional initiatives, such as the Western Climate Initiative
    (which includes seven U.S. states and four Canadian
    provinces) and the Midwest Greenhouse Gas Reduction Accord, are
    also being developed to reduce greenhouse gas emissions and
    develop trading systems for renewable energy credits. In
    September 2008, the
    first-in-the-nation
    auction of
    CO2
    allowances was held under the RGGI, a regional
    cap-and-trade
    system, which includes ten Northeast and Mid-Atlantic States.
    Under RGGI, the ten participating states plan to stabilize power
    section carbon emissions at their capped level, and then reduce
    the cap by 10% at a rate of 2.5% each year between 2015 and
    2018. In addition, thirty-six states and the District of
    Columbia have all adopted RPS, as discussed above. In November
    2008, California, by Executive Order
    S-14-08,
    adopted a goal for all retailers of electricity to serve 33% of
    their load with renewable energy by 2020, and in September of
    2009, Executive Order
    S-21-09
    directed the California Air Resources Board to adopt regulations
    consistent with the 33% renewable energy target by July 31,
    2010. Although it is currently difficult to quantify the direct
    economic benefit of these efforts to reduce greenhouse gas
    emissions, we believe they will prove advantageous to us.  
    Outside of the United States, we expect that a variety of
    governmental initiatives will create new opportunities for the
    development of new projects, as well as create additional
    markets for our products. These initiatives include the award of
    long-term contracts to independent power generators, the
    creation of competitive wholesale markets for selling and
    trading energy, capacity and related energy products and the
    adoption of programs designed to encourage clean
    renewable and sustainable energy sources.
    We expect competition from the wind and solar power generation
    industry to continue. The current demand for renewable energy is
    large enough that this increased competition has not materially
    impacted our ability to obtain new PPAs. However, the increase
    in competition and in the amount of renewable energy under
    contract may contribute to a reduction in electricity prices.
    Despite increased competition from the wind and solar power
    generation industry, we believe that baseload electricity, such
    as geothermal-based energy, will continue to be a leading source
    of renewable energy in areas with commercially viable geothermal
    resources.
    We expect increased competition from binary power plant
    equipment suppliers. While we believe that we have a distinct
    competitive advantage based on our accumulated experience and
    current worldwide share of installed binary generation capacity,
    which is in excess of 90%, an increase in competition may lead
    to a reduction in prices that we are able to charge for our
    binary equipment, which in turn may impact our profitability.
    We also expect increased competition from new developers which
    may impact the prices and availability of new leases for
    geothermal resource.
    While the current demand for renewable energy is large enough
    that increased competition has not impacted our ability to
    obtain new PPAs and new leases, increased competition in the
    power generation space may contribute to a reduction in
    electricity prices, and increased competition in geothermal
    leasing may contribute to an increase in lease costs. 27




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##### Table of Contents




    The viability of a geothermal resource depends on various
    factors such as the resource temperature, the permeability of
    the resource (i.e., the ability to get geothermal fluids to the
    surface) and operational factors relating to the extraction of
    the geothermal fluids. Such factors, together with the
    possibility that we may fail to find commercially viable
    geothermal resources in the future, represent significant
    uncertainties we face in connection with our operations.
    As our power plants age, they may require increased maintenance
    with a resulting decrease in their availability, potentially
    leading to the imposition of penalties if we are not able to
    meet the requirements under our PPAs as a result of such
    decrease in availability.
    Our foreign operations are subject to significant political,
    economic and financial risks, which vary by country. These risks
    include the partial privatization of the electricity sector in
    Guatemala, labor unrest in Nicaragua and the political
    uncertainty currently prevailing in some of the countries in
    which we operate. Although we maintain political risk insurance
    for most of our foreign power plants to mitigate these risks,
    insurance does not provide complete coverage with respect to all
    such risks.
    On May 5, 2009, President Obama and the U.S. Treasury
    Department proposed changing certain of the U.S. tax rules
    for U.S. corporations doing business outside the United
    States. The proposed changes would limit the ability of
    U.S. corporations to deduct expenses attributable to
    offshore earnings, modify the foreign tax credit rules and
    further restrict the ability of U.S. corporations to
    transfer funds between foreign subsidiaries without triggering a
    requirement to pay U.S. income tax. Although the scope of
    the proposed changes is unclear, it is possible that these or
    other changes in the U.S. tax laws may increase our
    U.S. income tax liability and adversely affect our
    profitability.
    The Energy Policy Act of 2005 authorizes the Federal Energy
    Regulatory Commission (FERC) to revise the Public Utility
    Regulatory Policies Act (PURPA) so as to terminate the
    obligation of electric utilities to purchase the output of a
    Qualifying Facility if FERC finds that there is an accessible
    competitive market for energy and capacity from the Qualifying
    Facility. The legislation does not affect existing PPAs. We do
    not expect this change in law to affect our U.S. projects
    significantly, as all except one of our current contracts (our
    Steamboat 1 power plant, which sells its electricity to Sierra
    Pacific Power Company on a
    year-by-year
    basis) are long-term. FERC issued a final rule that makes it
    easier to eliminate the utilities purchase obligation in
    four regions of the country. None of those regions includes a
    state in which our current projects operate. However, FERC has
    the authority under the Energy Policy Act of 2005 to act, on a
    case-by-case
    basis, to eliminate the mandatory purchase obligation in other
    regions. If the utilities in the regions in which our domestic
    projects operate were to be relieved of the mandatory purchase
    obligation, they would not be required to purchase energy from
    us upon termination of the existing PPAs, which could have an
    adverse effect on our revenues.  Revenues
    higher-than-average
   28




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##### Table of Contents



Revenues in Thousands


% of Revenues for Period IndicatedThree Months


Three MonthsEnded


EndedMarch 31,


March 31,2010


2009


2010


2009RevenuesElectricity Segment

$
66,105


$
62,060



80.0
%


62.5
%Product Segment


16,549



37,251



20.0



37.5Total

$
82,654


$
99,311



100.0
%


100.0
%   Geographical
    Breakdown of Revenues
      Revenues in Thousands


% of Revenues for Period IndicatedThree Months


Three MonthsEnded


EndedMarch 31,


March 31,2010


2009


2010


2009United States

$
47,589


$
45,357



72.0
%


73.1
%Foreign


18,516



16,703



28.0



26.9Total

$
66,105


$
62,060



100.0
%


100.0
%    29




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##### Table of Contents



Seasonality
    Breakdown
    of Cost of Revenues
  Electricity
    Segment
  make-up
  Product
    Segment
    Cash
    and Cash Equivalents
   30




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##### Table of Contents



Critical
    Accounting Policies
  Form 10-K
  New
    Accounting Pronouncements
     31




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##### Table of Contents



Results
    of Operations
    Three Months Ended March 31,2010


2009(In thousands, except per share data)Statements of Operations Historical Data:Revenues:Electricity

$
66,105


$
62,060Product


16,549



37,25182,654



99,311Cost of revenues:Electricity


54,523



43,686Product


12,437



24,24366,960



67,929Gross margin:Electricity


11,582



18,374Product


4,112



13,00815,694



31,382Operating expenses:Research and development expenses


3,267



801Selling and marketing expenses


3,202



4,301General and administrative expenses


7,020



7,535Operating income


2,205



18,745Other income (expense):Interest income


197



152Interest expense, net


(9,714
)


(3,290
)Foreign currency translation and transaction gains (losses)


434



(2,393
)Income attributable to sale of tax benefits


2,139



4,168Other non-operating loss, net


(359
)


(150
)Income (loss) from continuing operations before income taxes and
    equity in income of investees


(5,098
)


17,232Income tax benefit (provision)


2,557



(3,429
)Equity in income of investees, net


546



550Income (loss) from continuing operations


(1,995
)


14,353Discontinued operations:Income from discontinued operations, net of related tax of $6
    and $60, respectively


14



153Gain on sale of of a subsidiary in New Zealand, net of related
    tax of $2,570


3,766



Net income


1,785



14,506Net loss attributable to noncontrolling interest


53



79Net income attributable to the Companys stockholders

$
1,838


$
14,585Earnings (loss) per share  basic and diluted:Income (loss) from continuing operations

$
(0.04
)

$
0.32Income from discontinued operations


0.08



Net income

$
0.04


$
0.32Weighted average number of shares used in computation of
    earnings (loss) per share:Basic


45,431



45,353Diluted


45,457



45,405  32




---



##### Table of Contents



Three Months Ended March 31,2010


2009Statements of Operations Percentage Data:Revenues:Electricity


80.0
%


62.5
%Product


20.0



37.5100.0



100.0Cost of revenues:Electricity


82.5



70.4Product


75.2



65.181.0



68.4Gross margin:Electricity


17.5



29.6Product


24.8



34.919.0



31.6Operating expenses:Research and development expenses


4.0



0.8Selling and marketing expenses


3.9



4.3General and administrative expenses


8.5



7.6Operating income


2.7



18.9Other income (expense):Interest income


0.2



0.2Interest expense, net


(11.8
)


(3.3
)Foreign currency translation and transaction gains (losses)


0.5



(2.4
)Income attributable to sale of tax benefits


2.6



4.2Other non-operating loss, net


(0.4
)


(0.2
)Income (loss) from continuing operations before income taxes and
    equity in income of investees


(6.2
)


17.4Income tax benefit (provision)


3.1



(3.5
)Equity in income of investees, net


0.7



0.6Income (loss) from continuing operations


(2.4
)


14.5Discontinued operations:Income from discontinued operations, net of related tax


0.0



0.2Gain on sale of of a subsidiary in New Zealand, net of related
    tax


4.6



0.0Net income


2.2



14.6Net loss attributable to noncontrolling interest


0.1



0.1Net income attributable to the Companys stockholders


2.2
%


14.7
%   Comparison
    of the Three Months Ended March 31, 2010 and the Three
    Months Ended March 31, 2009
  Total
    Revenues
   33




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##### Table of Contents



Electricity
    Segment
    Product
    Segment
    Total
    Cost of Revenues
    Electricity
    Segment
    Product
    Segment
   34




---



##### Table of Contents



Research
    and Development Expenses
    Selling
    and Marketing Expenses
    General
    and Administrative Expenses
    Operating
    Income
    Interest
    Income
   35




---



##### Table of Contents



Interest
    Expense, Net
    Foreign
    Currency Translation and Transaction Gains
    (Losses)
    Income
    Attributable to Sale of Tax Benefits
    Income
    Taxes
    Equity
    in Income of Investees
    Income
    (Loss) from Continuing Operations
   36




---



##### Table of Contents



Discontinued
    Operations
  after-tax
  Net
    Income
    Liquidity
    and Capital Resources
        Form S-3,
  Loan
    Agreements with our Parent
  agreed-upon
 37




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##### Table of Contents



Third
    Party Debt
    Non-Recourse
    and Limited-Recourse Third Party Debt
  OFC
    Senior Secured Notes  Non Recourse
  1 4 Steamboat 1/1A
  OrCal
    Secured Notes  Non-Recourse
    Olkaria III
    Loan  Non-Recourse
  6-month
 38




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##### Table of Contents



Amatitlan
    Loan  Non-Recourse
    Senior
    Loans from International Finance Corporation (IFC) and
    Commonwealth Development Corporation (CDC)  (The
    Zunil Power Plant)  Non-Recourse
    New
    Financing of Our Projects
  Financing
    of the North Brawley Power Plant
    Full-Recourse
    Third Party Debt
  and/or
       39




---



##### Table of Contents



and/or
        6-month
  6-month
        Letters
    of Credit
       40




---



##### Table of Contents



Puna
    Project Lease Transactions
  31-year
  OPC
    Transaction
             41




---



##### Table of Contents



Liquidity
    Impact of Uncertain Tax positions
    Dividend
    Dividend AmountDate Declared

per Share

Record Date

Payment DateMay 6, 2008

$
0.05


May 20, 2008

May 27, 2008August 5, 2008

$
0.05


August 19, 2008

August 29, 2008November 5, 2008

$
0.05


November 19, 2008

December 2, 2008February 24, 2009

$
0.07


March 16, 2009

March 26, 2009May 8, 2009

$
0.06


May 20, 2009

May 27, 2009August 5, 2009

$
0.06


August 18, 2009

August 27, 2009November 4, 2009

$
0.06


November 18, 2009

December 1, 2009February 23, 2010

$
0.12


March 16, 2010

March 25, 2010May 5, 2010

$
0.05


May 18, 2010

May 25, 2010   Historical
    Cash Flows
    Three Months EndedMarch 31,2010


2009(Dollars in thousands)Net cash provided by operating activities

$
48,240


$
42,534Net cash used in investing activities


(64,981
)


(91,225
)Net cash provided by financing activities


13,545



56,986Translation adjustments on cash and cash equivalents






23Net change in cash and cash equivalents


(3,196
)


8,318   For the
    Three Months ended March 31, 2010
     42




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##### Table of Contents



Adjusted
    EBITDA
    and/or
    Three Months Ended March 31,2010


2009(In thousands)Net cash provided by operating activities

$
48,240


$
42,534Adjusted for:Interest expense, net (excluding amortization of deferred
    financing costs)


9,021



2,391Interest income


(197
)


(152
)Income tax provision


19



3,489Adjustments to reconcile net income to net cash provided by
    operating activities (excluding depreciation and amortization)


(26,006
)


(11,896
)EBITDA


31,077



36,366Interest, taxes, depreciation and amortization attributable to
    the Companys equity in Mammoth-Pacific L.P.


973



989Adjusted EBITDA

$
32,050


$
37,355    43




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##### Table of Contents



Capital
    Expenditures
    Puna Project
  East Brawley Project
  GRE Project 20-year
  Jersey Valley Project
  McGinness Hills Project 20-year
  Tuscarora Project 20-year
 44




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##### Table of Contents



Carson Lake
      Exposure
    to Market Risks
          available-for-sale, other-than-temporary.
 45




---



##### Table of Contents



Concentration
    of Credit Risk
            Government
    Grants and Tax Benefits
  1-year 20-year
 46




---



##### Table of Contents



ITEM 3.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK  Form 10-Q.
  ITEM 4.
    CONTROLS
    AND PROCEDURES  a.
    Evaluation
    of disclosure controls and procedures  Rule 13a-15
 47




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##### Table of Contents



Rules 13a-15(e) 15d-15(e)
    b.
    Changes
    in internal controls over financial reporting   PART II 
    OTHER INFORMATION  ITEM 1.
    LEGAL
    PROCEEDINGS  Securities
    Class Actions
  and/or and/or and/or and/or
  Stockholder
    Derivative Cases
   48




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##### Table of Contents



Other
    ITEM 1A.
    RISK
    FACTORS  Form 10-K
  ITEM 2.
    UNREGISTERED
    SALES OF EQUITY SECURITIES AND USE OF PROCEEDS    ITEM 3.
    DEFAULTS
    UPON SENIOR SECURITIES    ITEM 5.
    OTHER
    INFORMATION    ITEM 6.
    EXHIBITS  Exhibit No.

Document3
.1

Second Amended and Restated Certificate of Incorporation,
    incorporated by reference to Exhibit 3.1 to Ormat
    Technologies, Inc. Registration Statement on
    Form S-1
    (File
    No. 333-117527)
    to the Securities and Exchange Commission on July 20, 2004.3
.2

Third Amended and Restated By-laws, incorporated by reference to
    Exhibit 3.2 to Ormat Technologies, Inc. Current Report on
    Form 8-K
    to the Securities and Exchange Commission on February 26,
    2009.3
.3

Amended and Restated Limited Liability Company Agreement of OPC
    LLC dated June 7, 2007, by and among Ormat Nevada Inc.,
    Morgan Stanley Geothermal LLC, and Lehman-OPC LLC, incorporated
    by reference to Exhibit 3.1 to Ormat Technologies, Inc.
    Current Report on
    Form 8-K
    to the Securities and Exchange Commission on June 13, 2007.4
.3

Form of Rights Agreement by and between Ormat Technologies, Inc.
    and American Stock Transfer & Trust Company,
    incorporated by reference to Exhibit 4.3 to Ormat
    Technologies, Inc. Registration Statement Amendment No. 2
    on
    Form S-1
    (File
    No. 333-117527)
    to the Securities and Exchange Commission on October 22,
    2004.4
.4

Indenture for Senior Debt Securities, dated as of
    January 16, 2006, between Ormat Technologies, Inc. and
    Union Bank of California, incorporated by reference to
    Exhibit 4.2 to Ormat Technologies, Inc. Registration
    Statement Amendment No. 1 on
    Form S-3
    (File
    No. 333-131064)
    to the Securities and Exchange Commission on January 26,
    2006.4
.5

Indenture for Subordinated Debt Securities, dated as of
    January 16, 2006, between Ormat Technologies, Inc. and
    Union Bank of California, incorporated by reference to
    Exhibit 4.3 to Ormat Technologies, Inc. Registration
    Statement Amendment No. 1 on
    Form S-3
    (File
    No. 333-131064)
    to the Securities and Exchange Commission on January 26,
    2006 49




---



##### Table of Contents



Exhibit No.

Document10
.1.13

Membership Interest Purchase Agreement, dated as of
    October 30, 2009, by and among
    Lehman-OPC
    LLC, Ormat Nevada Inc. and OPC LLC, incorporated by reference to
    Exhibit 10.1.13 to Ormat Technologies, Inc. Current Report on
    Form 8-K to
    the Securities and Exchange Commission on November 3, 2009.31
.1

Certification of the Chief Executive Officer pursuant to
    18 U.S.C. Section 1350, as adopted pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002, filed
    herewith.31
.2

Certification of the Chief Financial Officer pursuant to
    18 U.S.C. Section 1350, as adopted pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002, filed
    herewith.32
.1

Certification of the Chief Executive Officer pursuant to
    18 U.S.C. Section 1350, as adopted pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002, filed
    herewith.32
.2

Certification of the Chief Financial Officer pursuant to
    18 U.S.C. Section 1350, as adopted pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002, filed
    herewith.  50




---



##### Table of Contents



SIGNATURES    ORMAT TECHNOLOGIES, INC.
  By:
    /s/  Joseph
    Tenne   Title:
    Chief Financial Officer   51




---



##### Table of Contents



EXHIBIT INDEX
  Exhibit No.

Document3
.1

Second Amended and Restated Certificate of Incorporation,
    incorporated by reference to Exhibit 3.1 to Ormat
    Technologies, Inc. Registration Statement on
    Form S-1
    (File
    No. 333-117527)
    to the Securities and Exchange Commission on July 20, 2004.3
.2

Third Amended and Restated By-laws, incorporated by reference to
    Exhibit 3.2 to Ormat Technologies, Inc. Current Report on
    Form 8-K
    to the Securities and Exchange Commission on February 26,
    2009.3
.3

Amended and Restated Limited Liability Company Agreement of OPC
    LLC dated June 7, 2007, by and among Ormat Nevada Inc.,
    Morgan Stanley Geothermal LLC, and Lehman-OPC LLC, incorporated
    by reference to Exhibit 3.1 to Ormat Technologies, Inc.
    Current Report on
    Form 8-K
    to the Securities and Exchange Commission on June 13, 2007.4
.3

Form of Rights Agreement by and between Ormat Technologies, Inc.
    and American Stock Transfer & Trust Company,
    incorporated by reference to Exhibit 4.3 to Ormat
    Technologies, Inc. Registration Statement Amendment No. 2
    on
    Form S-1
    (File
    No. 333-117527)
    to the Securities and Exchange Commission on October 22,
    2004.4
.4

Indenture for Senior Debt Securities, dated as of
    January 16, 2006, between Ormat Technologies, Inc. and
    Union Bank of California, incorporated by reference to
    Exhibit 4.2 to Ormat Technologies, Inc. Registration
    Statement Amendment No. 1 on
    Form S-3
    (File
    No. 333-131064)
    to the Securities and Exchange Commission on January 26,
    2006.4
.5

Indenture for Subordinated Debt Securities, dated as of
    January 16, 2006, between Ormat Technologies, Inc. and
    Union Bank of California, incorporated by reference to
    Exhibit 4.3 to Ormat Technologies, Inc. Registration
    Statement Amendment No. 1 on
    Form S-3
    (File
    No. 333-131064)
    to the Securities and Exchange Commission on January 26,
    2006.10
.1.13

Membership Interest Purchase Agreement, dated as of
    October 30, 2009, by and among
    Lehman-OPC
    LLC, Ormat Nevada Inc. and OPC LLC, incorporated by reference to
    Exhibit 10.1.13 to Ormat Technologies, Inc. Current Report
    on Form 8-K
    to the Securities and Exchange Commission on November 3,
    2009.31
.1

Certification of the Chief Executive Officer pursuant to
    18 U.S.C. Section 1350, as adopted pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002, filed
    herewith.31
.2

Certification of the Chief Financial Officer pursuant to
    18 U.S.C. Section 1350, as adopted pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002, filed
    herewith.32
.1

Certification of the Chief Executive Officer pursuant to
    18 U.S.C. Section 1350, as adopted pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002, filed
    herewith.32
.2

Certification of the Chief Financial Officer pursuant to
    18 U.S.C. Section 1350, as adopted pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002, filed
    herewith.  52