Cellcom Israel Announces Third Quarter 2017 Results

NETANYA, Israel, Nov. 22, 2017 /PRNewswire/ -- Third Quarter 2017 Highlights (compared to third quarter of 2016):

    --  Total Revenues totaled NIS 975 million ($276 million) compared to NIS
        992 million ($281 million) in the third quarter last year, a decrease of
        1.7%
    --  Service revenues totaled NIS 737 million ($209 million) compared to NIS
        758 million ($215 million) in the third quarter last year, a decrease of
        2.8%
    --  Operating income totaled NIS 83 million ($23 million) compared to NIS 73
        million ($21 million) in the third quarter last year, an increase of
        13.7%
    --  Net income totaled NIS 32 million ($9 million) compared to NIS 33
        million ($9 million) in the third quarter last year, a decrease of 3.0%
    --  Net income margin 3.3%, same as the third quarter last year
    --  EBITDA(1) totaled NIS 226 million ($64 million) compared to NIS 209
        million ($59 million) in the third quarter last year, an increase of
        8.1%
    --  EBITDA margin 23.2%, an increase from 21.1% in the third quarter last
        year
    --  Net cash from operating activities totaled NIS 205 million ($58 million)
        compared to NIS 160 million ($45 million) in the third quarter last
        year, an increase of 28.1%
    --  Free cash flow(1) totaled NIS 105 million ($30 million) compared to NIS
        81 million ($23 million) in the third quarter last year, an increase of
        29.6%
    --  Cellular subscriber base totaled approximately 2.805 million subscribers
        (at the end of September 2017)

    [1]            Please see "Use of Non-IFRS
                   financial measures" section
                   in this press release.

Nir Sztern, the Company's Chief Executive Officer, referred to the results of the third quarter of 2017:

"The influence of the competition is reflected in the cellular segment results; however, our varied activities as a telecommunications group in the fixed-line segment are bearing fruit and partially compensated for the cellular segment results. In this quarter, the Company reported an increase of 8% in EBITDA to NIS 226 million, and an increase of 13.7% in operating profit, compared to the third quarter of last year.

Cellcom tv operations shifted to profitability and to a positive contribution to the Company's results in the third quarter of 2017. This is a quarter with a record recruitment to Cellcom tv with 17,000 households who joined Israel's revolutionary TV service. Cellcom tv's position as a revolution generator in the TV market and a market changer is also strengthened with the transition of other players in the market to TV products similar to Cellcom Israel's. As of the end of the third quarter of 2017, Cellcom tv has 154,000 households, which represent more than 10% of the Israeli TV market. In this quarter, we added to the rich content world four desired children's channels, a documentary quality channel and movies library, series and blockbuster movies, while maintaining an attractive price and significant savings for the customer. We see that our attractive offer to the customer encourages most of our customers to choose joining our TV services combined with the internet, home telephony and cellular services in the triple and quattro packages and strengthens their loyalty to the Group.

We are vigorously evaluating various alternatives of independent deployment of an optic-fiber infrastructure, which will revolutionize the internet infrastructures in Israel, whether through self-deployment of fibers in residential neighborhoods, a joint-deployment of fibers in residential neighborhoods together with Partner, and/or an investment by the Company in the IBC fiber Initiative, in order to accelerate the deployment pace of an additional fiber infrastructure in Israel, and reduce the investments required for that purpose."

Shlomi Fruhling, Chief Financial Officer, said:

"The third quarter of 2017, was characterized by a continued growth in the fixed-line segment, together with a record recruitment of TV subscribers and a continued competition in the cellular segment.

Service revenues in the cellular segment increased 1.5% compared to the previous quarter, due to seasonality, which was partially offset by an erosion in revenues from cellular packages. Accordingly, EBITDA in the cellular segment increased 1.3% compared to the previous quarter.

Service revenues in the fixed-line segment continued to grow, due to the growth in TV subscribers and internet infrastructure subscribers. The increase in such revenues compared to the previous quarter, was fully offset as a result of the discontinuance of consolidation of Internet Rimon revenues, which was sold in the June 2017.

Free cash flow for the third quarter of 2017 totaled NIS 105 million, a 36.4% increase compared to the previous quarter. The increase resulted mainly from lower investments in fixed and intangible assets.

The Company's Board of Directors decided not to distribute a dividend for the third quarter of 2017, given the continued intense competition in the market and its adverse effect on the Company's operating results and in order to further strengthen the Company's balance sheet. The Board of Directors will re-evaluate its decision as market conditions develop, and taking into consideration the Company's needs."

Cellcom Israel Ltd. (NYSE: CEL; TASE: CEL) ("Cellcom Israel" or the "Company" or the "Group") announced today its financial results for the third quarter of 2017.

The Company reported that revenues for the third quarter of 2017 totaled NIS 975 million ($276 million); EBITDA for the third quarter of 2017 totaled NIS 226 million ($64 million), or 23.2% of total revenues; net income for the third quarter of 2017 totaled NIS 32 million ($9 million). Basic earnings per share for the third quarter of 2017 totaled NIS 0.32 ($0.09).

Main Consolidated Financial Results:


                         Q3/2017            Q3/2016  Change%   Q3/2017     Q3/2016
                         -------            -------   ------    -------     -------

               NIS million        US$ million
                                  (convenience
                                  translation)
                                 -------------

     Total
     revenues                975                 992    (1.7)%        276          281
     --------                ---                 ---     -----         ---          ---

     Operating
     Income                   83                  73     13.7%         23           21
     ---------               ---                 ---      ----         ---          ---

     Net
     Income                   32                  33    (3.0)%          9            9
     ------                  ---                 ---     -----         ---          ---

     Free
     cash
     flow                    105                  81     29.6%         30           23
     ----                    ---                 ---      ----         ---          ---

    EBITDA                   226                 209      8.1%         64           59
    ------                   ---                 ---       ---         ---          ---

     EBITDA,
     as
     percent
     of
     total
     revenues              23.2%              21.1%    10.0%
     ========               ====                ====      ====

Main Financial Data by Operating Segments:


                       Cellular (*)    Fixed-line (**)    Inter-segment        Consolidated results
                                                           adjustments

                                                              (***)
                                                               ====

    NIS million           Q3'17             Q3'16             Change                  Q3'17            Q3'16           Change           Q3'17        Q3'16         Q3'17               Q3'16               Change

                                                                %                                                        %                                                                                    %
                                                               ---                                                      ---

    Total revenues                 679                729               (6.9)%                    339             315             7.6%        (43)         (52)                975                 992                 (1.7)%
    --------------                 ---                ---                -----                     ---             ---              ---          ---           ---                 ---                 ---                  -----

    Service revenues               488                534               (8.6)%                    292             276             5.8%        (43)         (52)                737                 758                 (2.8)%
    ----------------               ---                ---                -----                     ---             ---              ---          ---           ---                 ---                 ---                  -----

    Equipment revenues             191                195               (2.1)%                     47              39            20.5%           -            -                238                 234                   1.7%
    ------------------             ---                ---                -----                     ---             ---             ----          ---          ---                ---                 ---                    ---

    EBITDA                         160                149                 7.4%                     66              60            10.0%           -            -                226                 209                   8.1%
    ------                         ---                ---                  ---                     ---             ---             ----          ---          ---                ---                 ---                    ---

    EBITDA, as                   23.6%             20.4%               15.7%                  19.5%          19.0%            2.6%                                       23.2%               21.1%                10.0%
    percent of total
    revenues
    ========


    (*)                       The segment includes the cellular
                              communications services, end user
                              cellular equipment and supplemental
                              services.


    (**)                      The segment includes landline telephony
                              services, internet infrastructure and
                              connectivity services, television
                              services, end user fixed-line
                              equipment and supplemental services.



    (***)                     Include cancellation of inter-segment
                              revenues between "Cellular" and
                              "Fixed-line" segments.

Financial Review (third quarter of 2017 compared to third quarter of 2016):

Revenues for the third quarter of 2017 decreased 1.7% totaling NIS 975 million ($276 million), compared to NIS 992 million ($281 million) in the third quarter last year. The decrease in revenues is attributed to a 2.8% decrease in service revenues, which was partially offset by a 1.7% increase in equipment revenues.

Service revenues totaled NIS 737 million ($209 million) in the third quarter of 2017, a 2.8% decrease from NIS 758 million ($215 million) in the third quarter last year.

Service revenues in the cellular segment totaled NIS 488 million ($138 million) in the third quarter of 2017, an 8.6% decrease from NIS 534 million ($151 million) in the third quarter last year. This decrease resulted mainly from the ongoing erosion in the prices of these services as a result of the competition in the cellular market and from the difference between the national roaming services revenues in the third quarter of 2016 and the revenues for rights of use in cellular networks according to the network sharing agreement with Golan which came into force as of the beginning of the second quarter of 2017 (the "Network Sharing Agreement with Golan")(2).

Service revenues in the fixed-line segment totaled NIS 292 million ($83 million) in the third quarter of 2017, a 5.8% increase from NIS 276 million ($78 million) in the third quarter last year. This increase resulted mainly from fixed-line communications services provided according to the Network Sharing Agreement with Golan as well as an increase in revenues from TV services. This increase was partially offset as a result of the discontinuance of consolidation of Internet Rimon Israel 2009 Ltd. ("Internet Rimon"), following the sale of the Group's holdings in Internet Rimon in the second quarter of 2017 (the "Sale of Internet Rimon").

Equipment revenues totaled NIS 238 million ($67 million) in the third quarter of 2017, a 1.7% increase compared to NIS 234 million ($66 million) in the third quarter last year. This increase resulted mainly from an increase in the amount of end user equipment sold in the fixed-line segment. This increase was partially offset by a decrease in equipment sales in the cellular segment.

Cost of revenues for the third quarter of 2017 totaled NIS 670 million ($190 million), compared to NIS 669 million ($190 million) in the third quarter of 2016, a 0.1% increase. This increase resulted mainly from an increase in costs of TV services content and in costs related to internet services in the fixed-line segment. The increase was partially offset by Golan's participation in operating costs according to the Network Sharing Agreement with Golan.

Gross profit for the third quarter of 2017 decreased 5.6% to NIS 305 million ($86 million), compared to NIS 323 million ($92 million) in the third quarter of 2016. Gross profit margin for the third quarter of 2017 amounted to 31.3%, down from 32.6% in the third quarter of 2016.

Selling, Marketing, General and Administrative Expenses ("SG&A Expenses") for the third quarter of 2017 decreased 10.1% to NIS 222 million ($63 million), compared to NIS 247 million ($70 million) in the third quarter of 2016. This decrease is primarily a result of a decrease in salaries and commissions expenses due to the capitalization of part of the customer acquisition costs as a result of the early adoption of a new International Financial Reporting Standard (IFRS 15) since the first quarter of 2017 (the "Adoption of IFRS15"). The effect of the adoption of the standard on the third quarter of 2017 expenses totaled NIS 24 million ($7 million).

Operating income for the third quarter of 2017 increased by 13.7% to NIS 83 million ($23 million) from NIS 73 million ($21 million) in the third quarter of 2016.

EBITDA for the third quarter of 2017 increased by 8.1% totaling NIS 226 million ($64 million) compared to NIS 209 million ($59 million) in the third quarter of 2016. EBITDA as a percent of revenues for the third quarter of 2017 totaled 23.2%, up from 21.1% in the third quarter of 2016.

Cellular segment EBITDA for the third quarter of 2017 totaled NIS 160 million ($45 million), compared to NIS 149 million ($42 million) in the third quarter last year, an increase of 7.4%, which resulted mainly from a decrease in selling and marketing expenses due to the capitalization of part of the customer acquisition costs as a result of the Adoption of IFRS15. This increase was partially offset by the ongoing erosion of service revenues. Fixed-line segment EBITDA for the third quarter of 2017 totaled NIS 66 million ($19 million), compared to NIS 60 million ($17 million) in the third quarter last year, a 10.0% increase, mainly as a result of an increase in revenues from fixed-line communications services provided according to the Network Sharing Agreement with Golan. This increase was partially offset by a decrease in revenues from local landline telecommunications services and from long-distance calls, and from the discontinuance of consolidation of Internet Rimon following the Sale of Internet Rimon.

Financing expenses, net for the third quarter of 2017 decreased by 7.1% and totaled NIS 39 million ($11 million), compared to NIS 42 million ($12 million) in the third quarter of 2016.

Net Income for the third quarter of 2017 totaled NIS 32 million ($9 million), compared to NIS 33 million ($9 million) in the third quarter of 2016, a decrease of 3.0%.

Basic earnings per share for the third quarter of 2017 totaled NIS 0.32 ($0.09), compared to NIS 0.33 ($0.09) in the third quarter last year.


    [2]            According to the terms of the
                   Network Sharing Agreement with
                   Golan, part of the consideration
                   is recognized as revenues and
                   part is recognized as a
                   reduction of operation costs. In
                   addition,
                   revenues from the Network Sharing
                   Agreement are divided between
                   the cellular and fixed-line
                   segments.

OPERATING REVIEW

Main Performance Indicators - Cellular segment:


                                   Q3/2017 Q3/2016  Change (%)
                                   ------- -------  ---------

    Cellular subscribers at the
     end                             2,805    2,822            (0.6)%
    of period (in thousands)
    -----------------------

    Churn Rate for cellular          11.5%   10.5%             9.5%
    subscribers (in %)
    -----------------

    Monthly cellular ARPU (in NIS)    57.8     62.8            (8.0)%
    ------------------------------    ----     ----             -----

Cellular subscriber base - at the end of the third quarter of 2017 the Company had approximately 2.805 million cellular subscribers. During the third quarter of 2017 the Company's cellular subscriber base increased by approximately 26,000 net cellular subscribers(3).

Cellular Churn Rate for the third quarter of 2017 totaled to 11.5%, compared to 10.5% in the third quarter last year.

The monthly cellular Average Revenue per User ("ARPU") for the third quarter of 2017 totaled NIS 57.8 ($16.4), compared to NIS 62.8 ($17.8) in the third quarter last year. The decrease in ARPU resulted from the ongoing erosion in the prices of cellular services, resulting from the intense competition in the cellular market and from the difference between national roaming services revenues in the third quarter of 2016 and the revenues for rights of use in cellular networks according to the Network Sharing Agreement with Golan in the third quarter of 2017.


    [3]            The increase resulted mainly
                   from subscribers that were
                   added to the Company's
                   cellular subscriber base as
                   part of the Company's
                   purchase of an Israeli MVNO's
                   operations during the third
                   quarter of 2017.

Main Performance Indicators - Fixed-line segment:


                                    Q3/2017 Q3/2016  Change (%)
                                    ------- -------  ---------

    Internet infrastructure field-      206      146            41.1%
    households at the end of period
    (in thousands)
    -------------

    TV  field-  households at the       154       99            55.6%
    end of period  (in thousands)
    ============================

In the third quarter of 2017, the Company's households base in the internet infrastructure field increased by approximately 17,000 net households, and the Company's households base in the TV field increased by 17,000 net households.

FINANCING AND INVESTMENT REVIEW

Cash Flow

Free cash flow for the third quarter of 2017 totaled NIS 105 million ($30 million), compared to NIS 81 million ($23 million) in the third quarter of 2016, a 29.6% increase. The increase in free cash flow resulted mainly from a decrease in payments to payroll payables due to timing differences between the quarters and from the receipt of a refund from the Israeli tax authorities in the third quarter of 2017, which were partially offset by higher cash capital expenditures in intangible assets in the third quarter of 2017 and by the difference between the receipts from rights of use in cellular networks according to the Network Sharing Agreement with Golan in the third quarter of 2017, and the receipts from national roaming services revenues in the third quarter of 2016.

Total Equity

Total Equity as of September 30, 2017 amounted to NIS 1,431 million ($405 million) primarily consisting of undistributed accumulated retained earnings of the Company.

Cash Capital Expenditures in Fixed Assets and Intangible Assets

During the third quarter of 2017, the Company invested NIS 114 million ($32 million) in fixed assets and intangible assets (including, among others, investments in the Company's communications networks, information systems, software and TV set-top boxes and capitalization of part of the customer acquisition costs as a result of the Adoption of IFRS15), compared to NIS 80 million ($23 million) in the third quarter of 2016.

Dividend

On November 21, 2017, the Company's Board of Directors decided not to declare a cash dividend for the third quarter of 2017. In making its decision, the board of directors considered the Company's dividend policy and business status and decided not to distribute a dividend at this time, given the intensified competition and its adverse effect on the Company's results of operations, and in order to strengthen the Company's balance sheet. The board of directors will re-evaluate its decision in future quarters. No future dividend declaration is guaranteed and is subject to the Company's board of directors' sole discretion, as detailed in the Company's most recent annual report for the year ended December 31, 2016 on Form 20-F dated March 20, 2017, or the 2016 Annual Report, under "Item 8 - Financial Information - A. Consolidated Statements and Other Financial Information - Dividend Policy".

Debentures

For information regarding a summary of the Company's financial liabilities and details regarding the Company's outstanding debentures as of September 30, 2017, see "Disclosure for Debenture Holders" in this press release.

Loans from Financial Institutions

For details regarding the fulfillment of financial covenants included in the loan agreements, which are identical to those included in the Company's Debentures Series F through K, see comment no.1 to the table of "Aggregation of the information regarding the debenture series issued by the Company" under "Disclosure for Debenture Holders" section in this press release. For additional details regarding the loans see the Company's 2016 Annual Report, under "Item 5B. Liquidity and Capital Resources - Other Credit Facilities" and the Company's current report on Form 6-K dated August 4, 2017 under "Other developments during the second quarter of 2017 and subsequent to the end of the reporting period - Debt Raising - Loan Agreement".

OTHER DEVELOPMENTS DURING THE THIRD QUARTER OF 2017 AND SUBSEQUENT TO THE END OF THE REPORTING PERIOD

Landline Infrastructure Deployment

Further to the Company's previous announcement that the Company is assessing the possibility of investing in Israel Broadband Company Ltd., or IBC (whose licenses allow the provision of broadband infrastructure services on the Israeli Electric Company, or IEC's, optic fibers infrastructure) or deploying a wide-spread fiber infrastructure, the Company works simultaneously as follows:

    1. has begun extending  its existing independent fiber optic infrastructure
       into residential areas;
    2. is holding negotiations with Partner Communications Company Ltd., or
       Partner, another Israeli telecommunications operator, regarding a
       potential long term cooperation agreement for the deployment of optic
       fiber infrastructure by both companies, whereby each party will be
       entitled to purchase from time to time, as per its needs and at its sole
       discretion, fiber optic infrastructure services (including Indefeasible
       Right of Use - IRU) in the other party's present and/or future fiber
       optics infrastructure in order to connect residential buildings
       throughout Israel. The agreement, if concluded and executed, will allow
       the companies to avoid duplicated future deployment, as well as allow the
       Company to reduce costs while improving its ability to provide quality
       services. The effect of the agreement on the Company's results of
       operations, if concluded and executed, is subject to the actual
       cooperation executed. The finalization of the agreement is subject to
       further negotiations between the parties and if concluded, the execution
       of the agreement will be subject to the required regulatory approvals.
       There is no assurance that the negotiations will be concluded nor that
       regulatory approvals will be received or that the agreement will be
       executed; and
    3. continues to advance its assessment of investing in IBC, including the
       changes the Company requires for such an investment to materialize. In
       that respect, the Company has reached preliminary understandings with
       IEC, regarding an update of IEC's services prices to IBC, if the Company
       invests in IBC. The Company intends to issue a non-binding letter of
       intent for investing (by itself or with a group of investors it may
       arrange) in IBC in the near future, subject to certain conditions being
       met. Such an investment, if concluded and executed, may entail
       substantial investments in IBC's operations. There is no assurance that
       the Company and IBC will enter negotiations, that such negotiations if
       conducted shall be concluded into a binding agreement, or that such
       agreement, if entered, will receive the necessary regulatory approvals or
       be executed, nor as to whether an agreement with IEC will be concluded.

For additional details see the Company's annual report for 2016 under "Item 3. Key Information - D. Risk factors - Risks related to our business - We face intense competition in all aspects of our business", "- Our investment in new businesses involves many risks" and "Item 4. Information on the Company -B. Business Overview - Competition - Fixed-Line Segment" and " -Internet Infrastructure and ISP Business" and the Company's current report on form 6-K dated November 20, 2017.

The information included above contains, or may be deemed to contain, forward-looking statements (as defined in the U.S. Private Securities Litigation Reform Act of 1995 and the Israeli Securities Law, 1968). Said forward-looking statements, relating to the potential transactions and execution thereof and the benefits therefrom, are subject to uncertainties and assumptions about the completion of the negotiations, approval of the transactions by the Company's board of directors, the receipt of the necessary approvals, the parties' ability to execute the contemplated arrangements and the Israeli telecommunication regulation and market condition. The actual conditions the Company may face could lead to materially different outcome than that set forth above.

Shelf Prospectus

In August 2017, the Company published a shelf prospectus, after having received the Israeli Securities Authority, or ISA, and the Tel Aviv Stock Exchange, or TASE, approvals. The shelf prospectus will allow the Company, from time to time, until August 2019 (or if extended by the ISA, subject to certain conditions, until August 2020), to offer and sell various securities including debt and equity, in Israel, in one or more offerings, subject to filing a supplemental shelf offering report, that describes the terms of the securities offered and the specific details of the offering.

Any offering under the shelf prospectus requires the Company's Board of Directors' approval, publication of a supplemental offering report and the prior approval of the TASE for the supplemental offering report.

At this stage, no decision has been made as to the execution of any offering, nor as to its scope, terms and timing, if executed, and there is no certainty that such offering will be executed.

For additional details regarding the Company's existing debentures and loan agreements see the Company's 2016 Annual Report, under "Item 5B. Liquidity and Capital Resources - Debt Service - Public Debentures" and "-Other Credit Facilities" and the Company's current report on Form 6-K dated August 4, 2017 under "Other developments during the second quarter of 2017 and subsequent to the end of the reporting period - Debt Raising".

Regulation

Cellular License Amendment

In October 2017, following the previously reported amendment to the Company's cellular license in relation to the requirement that Israeli citizens and residents from among the Company's founding shareholders hold at least 5% of the Company's outstanding shares and other means of control as of October 31 2017, the Israeli Ministry of Communications amended again the Company's cellular license so as to postpone the application of such requirement until December 31, 2017.

For additional details see the Company's Annual Report for 2016 "Item 3. Key Information - D. Risk Factors - Risks Related to our Business - There are certain restrictions in our licenses relating to the ownership of our shares " and "Item 4. Information on the Company - B. Business Overview - Government Regulations - Cellular Segment - Our Cellular License" and the Company's current report on Form 6K dated August 4, 2017 under "Other developments during the second quarter of 2017 and subsequent to the end of the reporting period - Regulation - Cellular License Amendment".

Frequencies Exchange Examination

The Ministry of Communications, or MOC, has informed the Company that it has received an instruction from the International Telecommunications Union to commence a process to accord the frequencies used by Israeli cellular operators with European standards. As a result, the Company and another cellular operator that use also frequencies according to American standards, will be required to migrate to frequencies compatible with European standardization. The Company is discussing with the MOC the timing, duration, regulatory adjustments and financing of such a change. At this time, no formal decision has been made and there is no certainty as to the time, scope and cost of such a change, but it may entail a complex and sensitive engineering project, involving material investments and replacement of radio equipment in all the Company's cellular sites. The project's actual implications may vary substantially depending on the above.

For additional details see the Company's annual report for 2016 under "Item 3. Key Information - D. Risk factors - Risks related to our business - We operate in a heavily regulated industry, which harm our results of operations. In recent years, regulation in Israel has materially adversely affected our results", "-We may not be able to obtain permit to construct and operate cell sites", "-We may be required to indemnify certain local planning and building committees in respect of claims against them" and "Item 4. Information on the Company -B. Business Overview - "Networks and infrastructure - Cellular segment - cellular infrastructure", "-Spectrum allocation", "-Cell site construction and licensing" and "-Government regulations - Cellular segment - Our cellular license" and "-Permits of cell site construction".

Controlling Shareholder

In September 2017, Discount Investment Corporation Ltd. (the Company's direct controlling shareholder), or DIC, transfered its holdings (direct and indirect - through a certain wholly owned subsidiary) in the Company to Koor Industries Ltd., a wholly owned subsidiary of DIC.

CONFERENCE CALL DETAILS

The Company will be hosting a conference call regarding its results for the third quarter of 2017 on Wednesday, November 22, 2017 at 10:00 am ET, 07:00 am PT, 15:00 UK time, 17:00 Israel time. On the call, management will review and discuss the results, and will be available to answer questions. To participate, please either access the live webcast on the Company's website, or call one of the following teleconferencing numbers below. Please begin placing your calls at least 10 minutes before the conference call commences. If you are unable to connect using the toll-free numbers, please try the international dial-in number.


    US Dial-in Number: 1
     866 860 9642           UK Dial-in Number: 0 800 917 5108

    Israel Dial-in Number:
     03 918 0692            International Dial-in Number:  +972 3 918 0692

    at: 10:00 am Eastern
     Time; 07:00 am Pacific
     Time;
    15:00 UK Time; 17:00
     Israel Time

To access the live webcast of the conference call, please access the investor relations section of Cellcom Israel's website: www.cellcom.co.il. After the call, a replay of the call will be available under the same investor relations section.

About Cellcom Israel

Cellcom Israel Ltd., established in 1994, is the largest Israeli cellular provider; Cellcom Israel provides its approximately 2.805 million cellular subscribers (as at September 30, 2017) with a broad range of value added services including cellular telephony, roaming services for tourists in Israel and for its subscribers abroad and additional services in the areas of music, video, mobile office etc., based on Cellcom Israel's technologically advanced infrastructure. The Company operates an LTE 4 generation network and an HSPA 3.5 Generation network enabling advanced high speed broadband multimedia services, in addition to GSM/GPRS/EDGE networks. Cellcom Israel offers Israel's broadest and largest customer service infrastructure including telephone customer service centers, retail stores, and service and sale centers, distributed nationwide. Through its broad customer service network Cellcom Israel offers technical support, account information, direct to the door parcel delivery services, internet and fax services, dedicated centers for hearing impaired, etc. Cellcom Israel further provides OTT TV services (as of December 2014), internet infrastructure (as of February 2015) and connectivity services and international calling services, as well as landline telephone communications services in Israel, in addition to data communications services. Cellcom Israel's shares are traded both on the New York Stock Exchange (CEL) and the Tel Aviv Stock Exchange (CEL). For additional information please visit the Company's website http://investors.cellcom.co.il.

Forward-Looking Statements

The following information contains, or may be deemed to contain forward-looking statements (as defined in the U.S. Private Securities Litigation Reform Act of 1995 and the Israeli Securities Law, 1968). In some cases, you can identify these statements by forward-looking words such as "may," "might," "will," "should," "expect," "plan," "anticipate," "believe," "estimate," "predict," "potential" or "continue," the negative of these terms and other comparable terminology. These forward-looking statements, which are subject to risks, uncertainties and assumptions about the Company, may include projections of the Company's future financial results, its anticipated growth strategies and anticipated trends in its business. These statements are only predictions based on the Company's current expectations and projections about future events. There are important factors that could cause the Company's actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements. Factors that could cause such differences include, but are not limited to: changes to the terms of the Company's license, new legislation or decisions by the regulator affecting the Company's operations, new competition and changes in the competitive environment, the outcome of legal proceedings to which the Company is a party, particularly class action lawsuits, the Company's ability to maintain or obtain permits to construct and operate cell sites, and other risks and uncertainties detailed from time to time in the Company's filings with the U.S. Securities and Exchange Commission, including under the caption "Risk Factors" in its Annual Report for the year ended December 31, 2016.

Although the Company believes the expectations reflected in the forward-looking statements contained herein are reasonable, it cannot guarantee future results, level of activity, performance or achievements. Moreover, neither the Company nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements. The Company assumes no duty to update any of these forward-looking statements after the date hereof to conform its prior statements to actual results or revised expectations, except as otherwise required by law.

The Company prepares its financial statements in accordance with International Financial Reporting Standards (IFRS), as issued by the International Accounting Standards Board (IASB). Unless noted specifically otherwise, the dollar denominated figures were converted to US$ using a convenience translation based on the New Israeli Shekel (NIS)/US$ exchange rate of NIS 3.529 = US$ 1 as published by the Bank of Israel for September 30, 2017.

Use of non-IFRS financial measures

EBITDA is a non-IFRS measure and is defined as income before financing income (expenses), net; other income (expenses), net (excluding expenses related to employee voluntary retirement plans and gain (loss) due to sale of subsidiaries); income tax; depreciation and amortization and share based payments. This is an accepted measure in the communications industry. The Company presents this measure as an additional performance measure as the Company believes that it enables us to compare operating performance between periods and companies, net of any potential differences which may result from differences in capital structure, taxes, age of fixed assets and related depreciation expenses. EBITDA should not be considered in isolation, or as a substitute for operating income, any other performance measures, or cash flow data, which were prepared in accordance with Generally Accepted Accounting Principles as measures of profitability or liquidity. EBITDA does not take into account debt service requirements, or other commitments, including capital expenditures, and therefore, does not necessarily indicate the amounts that may be available for the Company's use. In addition, EBITDA as presented by the Company may not be comparable to similarly titled measures reported by other companies, due to differences in the way these measures are calculated. See the reconciliation of net income to EBITDA under "Reconciliation of Non-IFRS Measures" in the press release.

Free cash flow is a non-IFRS measure and is defined as the net cash provided by operating activities (including the effect of exchange rate fluctuations on cash and cash equivalents) excluding a loan to Golan Telecom, minus the net cash used in investing activities excluding short-term investment in tradable debentures and deposits and proceeds from sales of such debentures (including interest received in relation to such debentures) and deposits. See "Reconciliation of Non-IFRS Measures" below.

Financial Tables Follow


                                                                                                Cellcom Israel Ltd.

                                                                                             (An Israeli Corporation)


    Condensed Consolidated Interim Statements of Financial Position
    ---------------------------------------------------------------


                                                                                                                                        Convenience

                                                                                                                                        translation

                                                                                                                                     into US dollar

                                                                               September 30,                          September 30,   September 30,   December 31,

                                                                                        2016                                    2017             2017            2016
                                                                                        ----                                    ----             ----            ----

                                                                    NIS millions                                       US$ millions    NIS millions
                                                                    ------------                                       ------------    ------------


    Assets

    Cash and cash equivalents                                                          1,026                                     461              131           1,240

    Current investments, including derivatives                                           286                                     363              103             284

    Trade receivables                                                                  1,307                                   1,265              358           1,325

    Current tax assets                                                                     -                                      1                -             25

    Other receivables                                                                     88                                      80               23              61

    Inventory                                                                             56                                      57               16              64
                                                                                         ---                                     ---              ---             ---


    Total current assets                                                               2,763                                   2,227              631           2,999
                                                                                       -----                                   -----              ---           -----


    Trade and other receivables                                                          811                                     912              258             796

    Property, plant and equipment, net                                                 1,660                                   1,597              453           1,659

    Intangible assets and others, net                                                  1,213                                   1,247              353           1,207

    Deferred tax assets                                                                    3                                       -               -              1
                                                                                         ---                                     ---             ---            ---


    Total non- current assets                                                          3,687                                   3,756            1,064           3,663
                                                                                       -----                                   -----            -----           -----


    Total assets                                                                       6,450                                   5,983            1,695           6,662
                                                                                       =====                                   =====            =====           =====


    Liabilities

    Current maturities of debentures and of                                              865                                     617              175             863
    loans from financial institutions

    Trade payables and accrued expenses                                                  687                                     590              167             675

    Current tax liabilities                                                                -                                      3                1               -

    Provisions                                                                           108                                     113               32             108

    Other payables, including derivatives                                                200                                     219               62             279
                                                                                         ---                                     ---              ---             ---


    Total current liabilities                                                          1,860                                   1,542              437           1,925
                                                                                       -----                                   -----              ---           -----


    Long-term loans from financial institutions                                          200                                     462              131             340

    Debentures                                                                         2,860                                   2,353              667           2,866

    Provisions                                                                            30                                      20                6              30

    Other long-term liabilities                                                           29                                      34               10              31

    Liability for employee rights upon retirement, net                                    11                                      12                3              12

    Deferred tax liabilities                                                             135                                     129               36             118
                                                                                         ---                                     ---              ---             ---


    Total non- current liabilities                                                     3,265                                   3,010              853           3,397
                                                                                       -----                                   -----              ---           -----


    Total liabilities                                                                  5,125                                   4,552            1,290           5,322
                                                                                       -----                                   -----            -----           -----


    Equity attributable to owners of the Company

    Share capital                                                                          1                                       1                -              1

    Cash flow hedge reserve                                                              (1)                                      -               -            (1)

    Retained earnings                                                                  1,309                                   1,426              404           1,322


    Non-controlling interests                                                             16                                       4                1              18
                                                                                         ---                                     ---              ---             ---


    Total equity                                                                       1,325                                   1,431              405           1,340
                                                                                       -----                                   -----              ---           -----


    Total liabilities and equity                                                       6,450                                   5,983            1,695           6,662
                                                                                       =====                                   =====            =====           =====


                                                                                                                                       Cellcom Israel Ltd.

                                                                                                                                    (An Israeli Corporation)


    Condensed Consolidated Interim Statements of Income
    ---------------------------------------------------




                                                                                                                       Convenience                                             Convenience

                                                                                                                       translation                                             translation

                                                                                                                                                                            into US dollar
                                                                                                                    into US dollar

                                                                                             For the nine             For the nine                For the three              For the three         For the

                                                                                             months ended             months ended                 months ended               months ended      year ended

                                                                                            September 30,            September 30,                September 30,              September 30,    December 31,
                                                                                            -------------            -------------                -------------              -------------    ------------

                                                                                                               2016            2017                                    2017              2016             2017        2017          2016
                                                                                                               ----            ----                                    ----              ----             ----        ----          ----

                                                                                             NIS millions              US$millions                 NIS millions                US$millions    NIS millions
                                                                                             ------------              -----------                 ------------                -----------    ------------


    Revenues                                                                                                  3,043           2,896                                     821               992              975         276         4,027

    Cost of revenues                                                                                        (2,005)        (2,000)                                  (567)            (669)           (670)      (190)      (2,702)
                                                                                                             ------          ------                                    ----              ----             ----        ----        ------


    Gross profit                                                                                              1,038             896                                     254               323              305          86         1,325


    Selling and marketing expenses                                                                            (432)          (343)                                   (97)            (141)           (117)       (33)        (574)

    General and administrative expenses                                                                       (311)          (313)                                   (89)            (106)           (105)       (30)        (420)

    Other income (expenses), net                                                                               (17)             12                                       3               (3)               -          -         (21)
                                                                                                                ---             ---                                     ---               ---              ---        ---          ---


    Operating profit                                                                                            278             252                                      71                73               83          23           310


    Financing income                                                                                             39              38                                      11                12               12           3            46

    Financing expenses                                                                                        (149)          (152)                                   (43)             (54)            (51)       (14)        (196)
                                                                                                               ----            ----                                     ---               ---              ---         ---          ----

    Financing expenses, net                                                                                   (110)          (114)                                   (32)             (42)            (39)       (11)        (150)


    Profit before taxes on income                                                                               168             138                                      39                31               44          12           160


    Tax benefit (taxes on income)                                                                              (32)           (35)                                   (10)                2             (12)        (3)         (10)
                                                                                                                ---             ---                                     ---               ---              ---         ---           ---

    Profit for the period                                                                                       136             103                                      29                33               32           9           150
                                                                                                                ===             ===                                     ===               ===              ===         ===           ===


    Attributable to:

    Owners of the Company                                                                                       135             102                                      29                33               32           9           148

    Non-controlling interests                                                                                     1               1                                       -                -               -          -            2
                                                                                                                ---             ---                                                      ---             ---                     ---

    Profit for the period                                                                                       136             103                                      29                33               32           9           150
                                                                                                                ===             ===                                     ===               ===              ===         ===           ===


    Earnings per share

    Basic earnings per share (in NIS)                                                                          1.34            1.02                                    0.29              0.33             0.32        0.09          1.47
                                                                                                               ====            ====                                    ====              ====             ====        ====          ====


    Diluted earnings per share (in NIS)                                                                        1.34            1.02                                    0.29              0.33             0.32        0.09          1.47
                                                                                                               ====            ====                                    ====              ====             ====        ====          ====


    Weighted-average number of shares                                                                   100,604,578     100,609,241                             100,609,241       100,604,578      100,616,595 100,616,595   100,604,578
    used in the calculation of basic earnings
    per share (in shares)



    Weighted-average number of shares used in the calculation of diluted earnings per share
     (in shares)                                                                                        100,646,549     101,225,178                             101,225,178       100,677,621      101,083,971 101,083,971   100,698,306
                                                                                                        ===========     ===========                             ===========       ===========      =========== ===========   ===========


                                                                                              Cellcom Israel Ltd.

                                                                                            (An Israeli Corporation)


    Condensed Consolidated Interim Statements of Cash Flows
    -------------------------------------------------------


                                                                                                                   Convenience                                        Convenience

                                                                                                                   translation                                        translation

                                                                                                                into US dollar                                     into US dollar

                                                            For the nine       For the nine                                    For the three         For the three                 For the

                                                            months ended                                                       months ended                                     year ended
                                                                               months ended                                                           months ended

                                                            September 30,     September 30,                                    September 30,         September 30,            December 31,
                                                            -------------                                                      -------------


                                                                       2016   2017                                          2017                2016        2017                  2017            2016
                                                                       ----   ----                                          ----                ----        ----                  ----            ----

                                                            NIS millions       US$ millions                                    NIS millions            US$millions            NIS millions
                                                            ------------       ------------                                    ------------            -----------            ------------


    Cash flows from operating activities

    Profit for the period                                               136    103                                            29                  33          32                     9             150

    Adjustments for:

    Depreciation and amortization                                       398    412                                           117                 131         143                    41             534

    Share based payments                                                  4      2                                             1                   1           -                    -              6

    Loss (gain) on sale of property, plant                                6    (2)                                            -                  3           -                    -             10
    and equipment

    Gain on sale of shares in a                                           -  (10)                                          (3)                  -          -                    -              -
    consolidated company

    Income tax expense (tax benefit)                                     32     35                                            10                 (2)         12                     3              10

    Financing expenses, net                                             110    114                                            32                  42          39                    11             150


    Changes in operating assets and
    liabilities:

    Change in inventory                                                  29      7                                             2                   7           4                     1              21

    Change in trade receivables (including                             (38)   118                                            33                  37          14                     4            (28)
    long-term amounts)

    Change in other receivables (including                             (19) (185)                                         (52)               (34)       (19)                  (5)            (5)
    long-term amounts)

    Changes in trade payables, accrued                                   44   (34)                                         (10)                 14        (59)                 (17)              -
    expenses and provisions

    Change in other liabilities (including                             (26)   (3)                                          (1)               (49)         10                     3              20
    long-term amounts)

    Payments for derivative instruments,                                  -   (3)                                          (1)                  -        (3)                  (1)              -
    net

    Income tax paid                                                    (73)  (35)                                         (10)               (23)        (9)                  (3)           (88)

    Income tax received                                                   -    41                                            12                   -         41                    12               1
                                                                        ---   ---                                           ---                 ---        ---                   ---             ---

    Net cash from operating activities                                  603    560                                           159                 160         205                    58             781
                                                                        ---    ---                                           ---                 ---         ---                   ---             ---


    Cash flows from investing activities

    Acquisition of property, plant, and                               (217) (274)                                         (78)               (66)       (37)                 (10)          (295)
    equipment

    Additions to intangible assets and                                 (55) (171)                                         (49)               (14)       (77)                 (22)           (73)
    others

    Change in current investments, net                                  (7)  (79)                                         (22)                (3)        (3)                  (1)            (9)

    Payments for other derivative                                         -     -                                            -                  -          3                     1               -
    contracts, net

    Proceeds from sale of property, plant                                 2      -                                            -                  1           -                    -              2
    and equipment

    Interest received                                                     9     10                                             3                   2           2                     -             11

    Proceeds from sale of shares in a                                     -     3                                             1                   -         11                     3               -
    consolidated company, net of cash
    disposed

    Net cash used in investing activities                             (268) (511)                                        (145)               (80)      (101)                 (29)          (364)
                                                                       ----   ----                                          ----                 ---        ----                   ---            ----


                                                                                                  Cellcom Israel Ltd.

                                                                                                (An Israeli Corporation)


    Condensed Consolidated Interim Statements of Cash Flows (cont'd)
    ---------------------------------------------------------------


                                                                                                                     Convenience                                                                              Convenience

                                                                                                                     translation                                                                              translation

                                                                                                                  into US dollar                                                                           into US dollar

                                                                     For the nine                  For the nine                  For the three                 For the three                     For the

                                                                      months ended                                                                                                            year ended
                                                                                   months ended                    months ended                   months ended
                                                                                                                                                                               December 31,
                                                                     September 30,                September 30,                                                September 30,
                                                                                                                  September 30,



                                                                              2016                          2017                             2017                          2016                         2017                    2017        2016
                                                                              ----                          ----                             ----                          ----                         ----                    ----        ----

                                                                     NIS millions                 US$ millions                    NIS millions                   US$millions                NIS millions
                                                                     ------------                 ------------                    ------------                   -----------                ------------


    Cash flows from financing activities

    Payments for derivative contracts, net                                    (10)                          (3)                             (1)                          (4)                         (3)                    (1)       (13)

    Receipt of long term loans from financial institutions                     200                           200                               57                             -                           -                      -        340

    Repayment of debentures                                                  (732)                        (864)                           (245)                        (347)                       (350)                   (99)      (732)

    Proceeds from issuance of                                                  653                             -                               -                          403                            -                      -        653
    debentures, net of issuance costs

    Dividend paid                                                              (1)                          (1)                               -                            -                         (1)                      -        (1)

    Interest paid                                                            (180)                        (160)                            (45)                         (88)                        (74)                   (21)      (185)
                                                                              ----                          ----                              ---                           ---                          ---                     ---        ----


    Net cash from (used in) financing activities                              (70)                        (828)                           (234)                         (36)                       (428)                  (121)         62
                                                                               ---                          ----                             ----                           ---                         ----                    ----         ---


    Changes in cash and cash equivalents                                       265                         (779)                           (220)                           44                        (324)                   (92)        479


    Cash and cash equivalents                                                  761                         1,240                              351                           982                          785                     223         761
    as at the beginning of the period


    Cash and cash equivalents                                                1,026                           461                              131                         1,026                          461                     131       1,240
    as at the end of the period
                                                                                                                                                                                                                                       ===


                                        Cellcom Israel Ltd

                                     (An Israeli Corporation)


    Reconciliation for Non-IFRS Measures
    ------------------------------------


    EBITDA


    The following is a reconciliation of net income to EBITDA:



                                        Three-month period ended                Year ended

                                        September 30,                 December 31,
                                        -------------                 ------------

                                           2016       2017                Convenience                       2016

                                                                      translation

                                                                     into US dollar

                                                                                         2017
                                                      ---                                                  ---

                                         NIS millions                 US$ millions              NIS millions
                                         ------------                 ------------              ------------

    Profit for the
     period                                  33         32                                      9             150

    Taxes on income
     (tax benefit)                          (2)        12                                      3              10

    Financing income                       (12)      (12)                                   (3)           (46)

    Financing
     expenses                                54         51                                     14             196

    Other expenses                            4          -                                     -              8

    Depreciation and
     amortization                           131        143                                     41             534

    Share based
     payments                                 1          -                                     -              6
                                            ---        ---                                   ---            ---

    EBITDA                                  209        226                                     64             858
                                            ===        ===                                    ===             ===



    Free cash flow


    The following table shows the calculation of free cash flow:


                                        Three-month period ended                Year ended

                                        September 30,                 December 31,
                                        -------------                 ------------

                                           2016       2017                Convenience                       2016

                                                                      translation

                                                                     into US dollar

                                                                                         2017
                                                      ---                                                  ---

                                         NIS millions                 US$ millions              NIS millions
                                         ------------                 ------------              ------------

    Cash flows from
     operating                              160        205                                     58             781
       activities(*)

    Cash flows from
     investing                             (80)     (101)                                  (28)          (364)
       activities

    Sale of short-
     term tradable                            1          1                                      -            (1)
       debentures and
        deposits(**)
                                                                                                           ---

    Free cash flow                           81        105                                     30             416
                                            ===        ===                                    ===             ===


    (*) Including the effects of exchange rate fluctuations in cash and cash equivalents

    (**) Net of interest received in relation to tradable debentures


                                                                      Cellcom Israel Ltd.

                                                                    (An Israeli Corporation)


    Key financial and operating indicators
    --------------------------------------


    NIS millions unless                    Q1-2016       Q2-2016         Q3-2016                 Q4-2016         Q1-2017         Q2-2017         Q3-2017         FY-2016
    otherwise stated
    ----------------                                                                                                                                                       ---


    Cellular service revenues                        559            567                      534              502              509              481              488           2,162

    Fixed-line service revenues                      264            264                      276              267              279              292              292           1,071


    Cellular equipment revenues                      219            217                      195              205              183              192              191             836

    Fixed-line equipment revenues                     29             30                       39               60               37               39               47             158


    Consolidation adjustments                       (49)          (49)                    (52)            (50)            (49)            (42)            (43)           (200)
    -------------------------                        ---            ---                      ---              ---              ---              ---              ---            ----

    Total revenues                                 1,022          1,029                      992              984              959              962              975           4,027


    Cellular EBITDA                                  178            181                      149              117              159              158              160             625

    Fixed-line EBITDA                                 60             57                       60               56               42               79               66             233
    -----------------                                ---            ---                      ---              ---              ---              ---              ---             ---

    Total EBITDA                                     238            238                      209              173              201              237              226             858


    Operating profit                                 101            104                       73               32               67              102               83             310

    Financing expenses, net                           24             44                       42               40               31               44               39             150

    Profit for the period                             59             44                       33               14               26               45               32             150


    Free cash flow                                   149            103                       81               83               66               77              105             416


    Cellular subscribers at the end                2,813          2,812                    2,822            2,801            2,792            2,779            2,805           2,801
    of period (in 000's)

    Monthly cellular ARPU (in NIS)                  65.2           66.0                     62.8             59.3             60.2             57.0             57.8            63.3

    Churn rate for cellular                        11.1%         10.6%                   10.5%           10.4%           12.0%           10.8%           11.5%           42.4%
    subscribers (%)



    Cellcom Israel Ltd.


    Disclosure for debenture holders as of September 30, 2017
    ---------------------------------------------------------


    Aggregation of the information regarding the debenture series issued by the Company (1), in million NIS
    -------------------------------------------------------------------------------------------------------


    Series                          Original Issuance Date        Principal on the Date of   As of 30.09.2017                                               As of 21.11.2017                        Interest Rate (fixed)       Principal Repayment
                                                                  Issuance                                                                                                                                                                Dates                     Interest Repayment Dates (3)     Linkage                Trustee

                                                                                                                                                                                                                                                                                                                Contact Details
    ---                                                                                                                                                                                                                                                                                    ---                    ---------------

    Principal                       Linked Principal Balance     Interest Accumulated in Books    Debenture Balance Value in
                                                                                                Books (2)                 Market Value             Principal Balance on Trade   Linked Principal Balance   From                       To

    Balance on Trade
    ----------------                                                                                                                                                                                                                                    ---

    F (4)(5)(6)                                       20/03/12        714.802         643.322         658.520          7.212         665.732      694.788         643.322         661.061                       4.60%   05.01.17                   05.01.20                   January-5                      Linked to CPI             Strauss Lazar Trust Company
     **                                                                                                                                                                                                                                                                                                                        (1992) Ltd. Ori Lazar. 17
                                                                                                                                                                                                                                                                                                                               Yizhak Sadeh St., Tel Aviv.
                                                                                                                                                                                                                                                                                                                               Tel: 03-6237777.

                                                                                                                                                                                                                                                                    and July-5
    ---                                                                                                                                                                                                                                                         ---                                                                                     ---

    G (4)(5)(6)                                       20/03/12        285.198         228.158         228.227          3.801         232.028      240.707         228.158         228.213                       6.99%   05.01.17                   05.01.19                   January-5                      Not linked                Strauss Lazar Trust Company
                                                                                                                                                                                                                                                                                                                               (1992) Ltd. Ori Lazar. 17
                                                                                                                                                                                                                                                                                                                               Yizhak Sadeh St., Tel Aviv.
                                                                                                                                                                                                                                                                                                                               Tel: 03-6237777.

                                                                                                                                                                                                                                                                    and July-5
    ---                                                                                                                                                                                                                                                         ---                                                                                     ---

    H (4)(5)(7)**                                     08/07/14        949.624         949.624         842.222          4.482         846.704      982.291         949.624         846.377                       1.98%   05.07.18                   05.07.24                   January-5                      Linked to CPI             Mishmeret Trust Company Ltd.
                                                                                                                                                                                                                                                                                                                               Rami Sebty. 48 Menachem
                                                                                                                                                                                                                                                                                                                               Begin Rd. Tel Aviv. Tel:
                                                                                                                                                                                                                                                                                                                               03-6374355.

                                    03/02/15*                                                                                                                                                                                                                         and July-5

                                    11/02/15*
    ---                             ---------

    I (4)(5)(7)**                                     08/07/14        804.010         804.010         759.188          7.934         767.122      894.863         804.010         760.662                       4.14%   05.07.18                   05.07.25                   January-5                      Not linked                Mishmeret Trust Company Ltd.
                                                                                                                                                                                                                                                                                                                               Rami Sebty. 48 Menachem
                                                                                                                                                                                                                                                                                                                               Begin Rd. Tel Aviv. Tel:
                                                                                                                                                                                                                                                                                                                               03-6374355.

                                    03/02/15*                                                                                                                                                                                                                         and July-5

                                    11/02/15*

                                    30/03/16*
    ---                             ---------

    J (4)(5)                                          26/09/16        103.267         103.267         102.314          0.603         102.917      110.506         103.267         102.640                       2.45%   05.07.21                   05.07.26                   January-5 and July-5           Linked to CPI             Mishmeret Trust Company Ltd.
                                                                                                                                                                                                                                                                                                                               Rami Sebty. 48 Menachem
                                                                                                                                                                                                                                                                                                                               Begin Rd. Tel Aviv. Tel:
                                                                                                                                                                                                                                                                                                                               03-6374355.
    --------                                          --------        -------        -------        -------         -----        -------     -------        -------        -------                       ----                   --------                   --------             --------------------          -------------   -----------------------------

    K (4)(5)**                                        26/09/16        303.971         303.971         301.076          2.572         303.648      329.140         303.971         301.146                       3.55%   05.07.21                   05.07.26                   January-5 and July-5           Not linked                Mishmeret Trust Company Ltd.
                                                                                                                                                                                                                                                                                                                               Rami Sebty. 48 Menachem
                                                                                                                                                                                                                                                                                                                               Begin Rd. Tel Aviv. Tel:
                                                                                                                                                                                                                                                                                                                               03-6374355.
    ----------                                        --------        -------        -------        -------         -----        -------     -------        -------        -------                       ----                   --------                   --------             --------------------             ----------   -----------------------------

    Total                                                         3,160.872       3,032.352       2,891.547         26.604       2,918.151    3,252.295       3,032.352       2,900.099
    -----                                                         ---------       ---------       ---------         ------       ---------    ---------       ---------       ---------


    Error occurred while generating ASCII Content for table


    Cellcom Israel Ltd.


    Disclosure for debenture holders as of September 30, 2017 (cont.)
    ----------------------------------------------------------------


    Debentures Rating Details*
    -------------------------


                              Rating assigned upon        Recent date of rating as of    Additional ratings
                                                                                                                     issuance of the Series   21.11.2017                     between original
                                                                                                                                                                             issuance and the
                                                                                                                                                                             recent date of
                                                                                                                                                                             rating as of
    Series                 Rating Company               Rating as of 30.09.2017 (1)   Rating as of 21.11.2017                                                                21.11.2017 (2)
    ------                             --------------      --------------------------       -----------------------   -----------------------  ---------------------------- ------------------

                           Rating
                           ------

    F                      S&P Maalot                   A+                            A+                            AA                                              06/2017  5/2012, 11/2012, 6/2013,
                                                                                                                                                                              6/2014, 8/2014, 1/2015,
                                                                                                                                                                                      9/2015, 3/2016,
                                                                                                                                                                                     08/2016, 06/2017  AA,AA-,A+ (2)
    ---                                    ----------                             ---                           ---                       ---                       -------  ------------------------  ------------

    G                      S&P Maalot                   A+                            A+                            AA                                              06/2017  5/2012, 11/2012, 6/2013,
                                                                                                                                                                              6/2014, 8/2014, 1/2015,
                                                                                                                                                                                      9/2015, 3/2016,
                                                                                                                                                                                     08/2016, 06/2017  AA,AA-,A+ (2)
    ---                                    ----------                             ---                           ---                       ---                       -------  ------------------------  ------------

    H                      S&P Maalot                   A+                            A+                            A+                                              06/2017   6/2014, 8/2014, 1/2015,
                                                                                                                                                                                      9/2015, 3/2016,
                                                                                                                                                                                     08/2016, 06/2017  A+ (2)
    ---                                    ----------                             ---                           ---                       ---                       -------  ------------------------  -----

    I                      S&P Maalot                   A+                            A+                            A+                                              06/2017   6/2014, 8/2014, 1/2015,
                                                                                                                                                                                      9/2015, 3/2016,
                                                                                                                                                                                     08/2016, 06/2017  A+ (2)
    ---                                    ----------                             ---                           ---                       ---                       -------           ---------------- -----

    J                      S&P Maalot                   A+                            A+                            A+                                              06/2017          08/2016, 06/2017  A+ (2)
    ---                    ----------                   ---                           ---                           ---                                             -------          ----------------  -----

    K                      S&P Maalot                   A+                            A+                            A+                                              06/2017          08/2016, 06/2017  A+ (2)
    ---                    ----------                   ---                           ---                           ---                                             -------          ----------------  -----


             (1)    In June 2017, S&P Maalot affirmed the
                     Company's rating of "ilA+/stable".

             (2)    In May 2012, S&P Maalot updated the
                     Company's rating from an "ilAA/negative"
                     to an "ilAA-/negative". In November 2012,
                     S&P Maalot affirmed the Company's rating of
                     "ilAA-/negative". In June 2013, S&P
                     Maalot updated the Company's rating from an
                     "ilAA-/negative" to an "ilA+/stable". In
                     June 2014, August 2014, January 2015,
                     September 2015, March 2016, August 2016 and
                     June 2017, S&P Maalot affirmed the
                     Company's rating of "ilA+/stable". For
                     details regarding the rating of the
                     debentures see the S&P Maalot report dated
                     June 1, 2017.






               *     A securities rating is not a recommendation
                     to buy, sell or hold securities. Ratings
                     may be subject to suspension, revision or
                     withdrawal at any time, and each rating
                     should be evaluated independently of any
                     other rating.


Cellcom Israel Ltd.

Summary of Financial Undertakings (according to repayment dates) as of September 30, 2017

a. Debentures issued to the public by the Company and held by the public, excluding such debentures held by the Company's parent company, by a controlling shareholder, by companies controlled by them, or by companies controlled by the Company, based on the Company's "Solo" financial data (in thousand NIS).


                       Principal payments       Gross interest
                                                   payments
                                                   (without
                                                 deduction of
                                                     tax)
                                                     ---

    ILS
     linked ILS not                  Euro     Dollar               Other
    to CPI  linked to
            CPI
    ---     ---

     First
     year      331,915     222,317          -                    -         - 101,159
     -----

     Second
     year      331,915     165,514          -                    -         -  77,589
     ------

     Third
     year      331,915      80,310          -                    -         -  58,983
     -----

     Fourth
     year      166,114     157,527          -                    -         -  48,386
     ------

     Fifth
     year
     and
     on        539,031     705,266          -                    -         - 100,013
     -----

    Total    1,700,891   1,330,934          -                    -         - 386,130
    -----    ---------   ---------        ---                  ---       --- -------

b. Private debentures and other non-bank credit, excluding such debentures held by the Company's parent company, by a controlling shareholder, by companies controlled by them, or by companies controlled by the Company, based on the Company's "Solo" financial data (in thousand NIS).


                      Principal payments       Gross interest
                                                  payments
                                                  (without
                                                deduction of
                                                    tax)
                                                    ---

              ILS
             linked  ILS not            Euro      Dollar       Other
             to CPI linked to
                       CPI
    ---                ---

    First year                   -      50,000               -         -   - 19,400
    ----------

    Second year                  -     100,000               -         -   - 17,100
    -----------

    Third year                   -     100,000               -         -   - 12,267
    ----------

    Fourth year                  -     100,000               -         -   -  7,390
    -----------

    Fifth year
     and on                      -      50,000               -         -   -  2,550
    ----------

    Total                        -     400,000               -         -   - 58,707
    -----                      ---     -------             ---       --- --- ------

c. Credit from banks in Israel based on the Company's "Solo" financial data (in thousand NIS).


                      Principal payments       Gross interest
                                                  payments
                                                  (without
                                                deduction of
                                                    tax)
                                                    ---

              ILS
             linked  ILS not            Euro      Dollar       Other
             to CPI linked to
                       CPI
    ---                ---

    First year                   -      28,000               -         -   -  6,860
    ----------

    Second year                  -      28,000               -         -   -  5,488
    -----------

    Third year                   -      28,000               -         -   -  4,122
    ----------

    Fourth year                  -      28,000               -         -   -  2,740
    -----------

    Fifth year
     and on                      -      28,000               -         -   -  1,372
    ----------

    Total                        -     140,000               -         -   - 20,582
    -----                      ---     -------             ---       --- --- ------

d. Credit from banks abroad based on the Company's "Solo" financial data (in thousand NIS) - None.

Cellcom Israel Ltd.

Summary of Financial Undertakings (according to repayment dates) as of September 30, 2017 (cont.)

e. Total of sections a - d above, total credit from banks, non-bank credit and debentures based on the Company's "Solo" financial data (in thousand NIS).


                               Principal payments          Gross interest
                                                              payments
                                                              (without
                                                            deduction of
                                                                tax)
                                                                ---

              ILS
            linked         ILS not                Euro          Dollar        Other
              to
              CPI       linked to
                           CPI
    ---                    ---

     First
     year            331,915       300,317               -                  -         - 127,419
     -----

     Second
     year            331,915       293,514               -                  -         - 100,177
     ------

     Third
     year            331,915       208,310               -                  -         -  75,371
     -----

     Fourth
     year            166,114       285,527               -                  -         -  58,516
     ------

     Fifth
     year
     and
     on              539,031       783,266               -                  -         - 103,935
     -----

    Total          1,700,891     1,870,934               -                  -         - 465,419
    -----          ---------     ---------             ---                ---       --- -------

f. Out of the balance sheet Credit exposure based on the Company's "Solo" financial data - None.

g. Out of the balance sheet Credit exposure of all the Company's consolidated companies, excluding companies that are reporting corporations and excluding the Company's data presented in section f above (in thousand NIS) - None.

h. Total balances of the credit from banks, non-bank credit and debentures of all the consolidated companies, excluding companies that are reporting corporations and excluding Company's data presented in sections a - d above (in thousand NIS) - None.

i. Total balances of credit granted to the Company by the parent company or a controlling shareholder and balances of debentures offered by the Company held by the parent company or the controlling shareholder (in thousand NIS) - None.

j. Total balances of credit granted to the Company by companies held by the parent company or the controlling shareholder, which are not controlled by the Company, and balances of debentures offered by the Company held by companies held by the parent company or the controlling shareholder, which are not controlled by the Company (in thousand NIS).


                          Principal payments          Gross interest
                                                         payments
                                                         (without
                                                       deduction of
                                                           tax)
                                                            ---

              ILS
            linked    ILS not                Euro          Dollar        Other
              to
              CPI  linked to
                      CPI
    ---               ---

    First
     year          1,297        683                 -                  -         -   430
    -----

     Second
     year          1,297        446                 -                  -         -   354
     ------

    Third
     year          1,297         91                 -                  -         -   300
    -----

     Fourth
     year          1,316        630                 -                  -         -   269
     ------

    Fifth
     year
     and
     on            4,565      3,355                 -                  -         -   605
    -----

    Total          9,771      5,205                 -                  -         - 1,957
    -----          -----      -----               ---                ---       --- -----

k. Total balances of credit granted to the Company by consolidated companies and balances of debentures offered by the Company held by the consolidated companies (in thousand NIS) - None.


    Company Contact         Investor Relations Contact

    Shlomi Fruhling         Ehud Helft

    Chief Financial Officer GK Investor & Public Relations

    investors@cellcom.co.il cellcom@GKIR.com

    Tel: +972-52-998-9735   Tel: +1-617-418-3096
    ---------------------   --------------------

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SOURCE Cellcom Israel Ltd.