Cellcom Israel Announces Third Quarter 2018 Results

NETANYA, Israel, Nov. 22, 2018 /PRNewswire/ -

Nir Sztern, Cellcom CEO said:

    --  "Approximately 120,000 households are within the coverage range of
        Cellcom Israel's fiber optic network (as of today)"
    --  "The Company entered into a memorandum of understanding with the Israel
        Infrastructure Fund ("IIF") for co-investment in IBC"
    --  "Cellcom tv service continues to succeed, and we maintain our position
        as the largest OTT TV player in the market with approximately 213,000
        subscribing households (as of today)"

Third Quarter 2018 Highlights (compared to third quarter of 2017):

    --  Total Revenues totaled NIS 910 million ($251 million) compared to NIS
        975 million ($269 million) in the third quarter last year, a decrease of
        6.7%
    --  Service revenues totaled NIS 712 million ($196 million) compared to NIS
        737 million ($203 million) in the third quarter last year, a decrease of
        3.4%
    --  Operating income totaled NIS 33 million ($9 million) compared to NIS 83
        million ($23 million) in the third quarter last year, a decrease of
        60.2%
    --  Net income totaled NIS 1 million ($0.3 million) compared to NIS 32
        million ($9 million) in the third quarter last year, a decrease of 96.9%
    --  EBITDA(1) totaled NIS 184 million ($51 million) compared to NIS 226
        million ($62 million) in the third quarter last year, a decrease of
        18.6%
    --  Net cash from operating activities totaled NIS 194 million ($48 million)
        compared to NIS 205 million ($57 million) in the third quarter last
        year, a decrease of 5.4%
    --  Free cash flow(1) totaled NIS 34 million ($9 million) compared to NIS
        105 million ($29 million) in the third quarter last year, a decrease of
        67.6%

(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 2018:

"During this quarter, we continued the implementation of the Company's strategic plan by deepening our activities in the fixed-line market with continued growth in the television service and in investment in independent optic-fiber infrastructure, which are expected to facilitate future saving in costs and improvement of the fixed-line segment profitability.

We are operating to improve the results in the cellular segment despite the competitive environment in this segment.

In recent months, we substantially accelerated the Company's independent fiber optic deployment, so that as of today approximately 120,000 households are within the coverage range of Cellcom Israel's fiber optic network and are able to join the "Super Fiber" service. This is only the first step towards the provision of widely deployed internet service over fiber optic.

Simultaneously, we are preparing for the completion of the IBC (the fiber optic initiative) transaction, so that within the next three years we will offer internet services over fiber optic to more than half a million households in Israel.

We announced today that we entered into a memorandum of understanding with the Israel Infrastructure Fund ("IIF"), for IIF's co-investment in IBC, which shall be carried out in equal parts between the Company and IIF. IIF's entry as equal partner to IBC, subject to completion of the transaction, is an important step in advancing both IBC and Internet infrastructure in Israel.

IIF, established in 2007, is the first and largest infrastructure fund in Israel specializing in the infrastructure sector. IIF currently manages $1.9 billion on behalf of its managed funds and is backed by leading Israeli financial institutions as well as investors from Europe & North America.

We believe that entering IBC in partnership with IIF and alongside Israel Electricity Company, will generate - already in the near future - a real revolution in the Internet infrastructure field in Israel and will place Cellcom Israel in a leading competitive position in the advanced landline infrastructure market.

Cellcom tv service continues to succeed, and we maintain our position as the largest OTT TV player in the market with approximately 213,000 subscribing households (as of today).

In the third quarter as well we continued to invest in the viewing experience of our customers and in adding new sports content as well as content for children. We are continuing to add new customers to the TV services including through our triple and quad paly packages, and we concluded the third quarter with an increase of 6.2% in services revenues in the fixed-line segment compared to the same quarter last year.

The impact of competition in the cellular segment continues and is reflected also in the current quarter, with a decline in service revenues of 9.2% compared to the corresponding quarter of last year, which is mainly due to the ongoing erosion in the prices of these services in light of the competition in the market.

During November, we launched a number of new and simple cellular plans, which include a higher monthly rate, along with an increase in the package's contents, without a built-in price increase at the end of the first year, as was customary until now.

During the third quarter, the Company's cellular subscriber base grew by approximately 16,000 net."

Shlomi Fruhling, Chief Financial Officer, said:

"The third quarter of 2018 was characterized by continued growth in the fixed-line segment due to continued recruitment of subscribers for television and internet services and further by an increase in international calling activity compared to the previous quarter. In the cellular segment the quarter was characterized by the continued increased competitive environment, despite a decrease in the amount of transfers between operators compared to the previous quarter. The increase in the cellular segment services revenues compared with the previous quarter is mainly due to positive seasonality in revenues from calls and internet packages overseas.

The decrease in revenues from end-user equipment compared with the previous quarter was due mainly to the decrease in the number of business days in the third quarter, due to the high number of holidays in the quarter.

EBITDA amounted to NIS 184 million in the quarter, compared with NIS 133 million in the previous quarter. The improvement in EBITDA is due to expenses recorded in the previous quarter in respect of the voluntary retirement plan of employees in the amount of NIS 26 million and other expenses, as well as an increase in service revenues and a decrease in operating expenses.

Free cash flow in the third quarter of 2018 amounted to NIS 34 million, compared with NIS 56 million in the previous quarter. Most of the decrease is due to a decline in collection from customers, from payments in respect of the voluntary retirement plan of employees, and on the other hand, a decrease in payments to the tax authorities."

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 2018.

The Company reported that revenues for the third quarter of 2018 totaled NIS 910 million ($251 million); EBITDA for the third quarter of 2018 totaled NIS 184 million ($51 million), or 20.2% of total revenues; net income for the third quarter of 2018 totaled NIS 1 million ($0.3 million). Basic earnings per share for the third quarter of 2018 totaled NIS 0.01 ($0.002).

Main Consolidated Financial Results:


                                                 Q3/2018               Q3/2017  Change%   Q3/2018    Q3/2017



                                             NIS million           US$ million
                                                         (convenience
                                                          translation)




       Total revenues                               910                    975    (6.7)%        251         269

    ---


       Operating Income                              33                     83   (60.2)%          9          23

    ---


       Net Income                                     1                     32   (96.9)%        0.3           9

    ---


       Free cash flow                                34                    105   (67.6)%          9          29

    ---


       EBITDA                                       184                    226   (18.6)%         51          62

    ---


       EBITDA, as percent of total revenues       20.2%                 23.2%  (12.9)%

    ===

Main Financial Data by Operating Segments:


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

                                                                                    (***)



                            NIS million     Q3'18         Q3'17                     Change              Q3'18          Q3'17    Change     Q3'18     Q3'17     Q3'18     Q3'17          Change

                                                                                      %                                            %                                               
     
         %



               Total revenues                    589              679                   (13.3)%                    362      339       6.8%      (41)      (43)       910       975            (6.7)%

    ---

               Service revenues                  443              488                    (9.2)%                    310      292       6.2%      (41)      (43)       712       737            (3.4)%

    ---


              Equipment                         146              191                   (23.6)%                     52       47      10.6%                           198       238           (16.8)%
    revenues

    ---


              EBITDA                            111              160                   (30.6)%                     73       66      10.6%                           184       226           (18.6)%

    ---


              EBITDA, as                      18.8%           23.6%                  (20.3)%                  20.2%   19.5%      3.6%                         20.2%     23.2%         (12.9)%
    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
     services, television services,
     transmission 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 2018 compared to third quarter of 2017):

Revenues for the third quarter of 2018 decreased 6.7% totaling NIS 910 million ($251 million), compared to NIS 975 million ($269 million) in the third quarter last year. The decrease in revenues is attributed to a 16.8% decrease in equipment revenues and a 3.4% decrease in service revenues.

Service revenues totaled NIS 712 million ($196 million) in the third quarter of 2018, a 3.4% decrease from NIS 737 million ($203 million) in the third quarter last year.

Service revenues in the cellular segment totaled NIS 443 million ($122 million) in the third quarter of 2018, a 9.2% decrease from NIS 488 million ($135 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.

Service revenues in the fixed-line segment totaled NIS 310 million ($85 million) in the third quarter of 2018, a 6.2% increase from NIS 292 million ($81 million) in the third quarter last year. This increase resulted mainly from an increase in revenues from internet and TV services. This increase was partially offset by a decrease in revenues from international calling services.

Equipment revenues totaled NIS 198 million ($55 million) in the third quarter of 2018, a 16.8% decrease compared to NIS 238 million ($66 million) in the third quarter last year. This decrease resulted mainly from a decrease in the amount of end user equipment sold in the cellular segment, which was partially offset by an increase in equipment sales in the fixed-line segment.

Cost of revenues for the third quarter of 2018 totaled NIS 645 million ($178 million), compared to NIS 670 million ($185 million) in the third quarter of 2017, a 3.7% decrease. This decrease resulted mainly from a decrease in the amount of end user equipment sold in the cellular segment and from a decrease in interconnect fees. This decrease was partially offset by an increase in fixed-line segment costs related to internet services and costs of TV services content.

Gross profit for the third quarter of 2018 decreased by 13.1% to NIS 265 million ($73 million), compared to NIS 305 million ($84 million) in the third quarter of 2017. Gross profit margin for the third quarter of 2018 amounted to 29.1%, down from 31.3% in the third quarter of 2017.

Selling, Marketing, General and Administrative Expenses ("SG&A Expenses") for the third quarter of 2018 increased by 4.5% to NIS 232 million ($64 million), compared to NIS 222 million ($61 million) in the third quarter of 2017. This increase is primarily a result of an increase in amortization expenses of salaries and commissions expenses which were capitalized as part of customer acquisition costs, as a result of early adoption of an International Financial Reporting Standard (IFRS 15) as of the first quarter of 2017 (the "Adoption of IFRS15").

Operating income for the third quarter of 2018 decreased by 60.2% to NIS 33 million ($9 million) from NIS 83 million ($23 million) in the third quarter of 2017.

EBITDA for the third quarter of 2018 decreased by 18.6% totaling NIS 184 million ($51 million) compared to NIS 226 million ($62 million) in the third quarter of 2017. EBITDA as a percent of revenues for the third quarter of 2018 totaled 20.2%, down from 23.2% in the third quarter of 2017.

Cellular segment EBITDA for the third quarter of 2018 totaled NIS 111 million ($31 million), compared to NIS 160 million ($44 million) in the third quarter last year, a decrease of 30.6%, which resulted mainly from the ongoing erosion of service revenues.

Fixed-line segment EBITDA for the third quarter of 2018 totaled NIS 73 million ($20 million), compared to NIS 66 million ($18 million) in the third quarter last year, a 10.6% increase, which result mainly from an increase in activity in the internet and TV fields.

Financing expenses, net for the third quarter of 2018 decreased by 23.1% and totaled NIS 30 million ($8 million), compared to NIS 39 million ($11 million) in the third quarter of 2017. The decrease resulted mainly from a decrease in the Company's average debt level and from a decrease in the interest rate on the Company's debt.

Net Income for the third quarter of 2018 totaled NIS 1 million ($0.3 million), compared to NIS 32 million ($9 million) in the third quarter of 2017, a decrease of 96.9%.

Basic earnings per share for the third quarter of 2018 totaled NIS 0.01 ($0.002), compared to NIS 0.32 ($0.09) in the third quarter last year.

OPERATING REVIEW

Main Performance Indicators - Cellular segment:


                                                   Q3/2018 Q3/2017  Change (%)




              Cellular subscribers at the end of    2,825    2,805         0.7%
    period (in thousands)

    ---


              Churn Rate for cellular subscribers   10.0%   11.5%     (13.0)%
    (in %)

    ---


              Monthly cellular ARPU (in NIS)         52.5     57.8       (9.2)%

    ---

Cellular subscriber base - at the end of the third quarter of 2018 the Company had approximately 2.825 million cellular subscribers. In this quarter, the Company's counting mechanism of M2M (machine to machine) subscribers was changed, so as that M2M subscribers are added to the cellular subscriber base only upon first use instead of at the time of sale as was done until the change. This change did not have a material effect on the prior subscriber data. During the third quarter of 2018 the Company's cellular subscriber base increased by approximately 16,000 net cellular subscribers.

Cellular Churn Rate for the third quarter of 2018 totaled 10.0%, compared to 11.5% in the third quarter last year.

The monthly cellular Average Revenue per User ("ARPU") for the third quarter of 2018 totaled NIS 52.5 ($14.5), compared to NIS 57.8 ($15.9) in the third quarter last year. The decrease in ARPU resulted mainly from the ongoing erosion in the prices of cellular services, resulting from the intense competition in the cellular market.

Main Performance Indicators - Fixed-line segment:


                                                    Q3/2018 Q3/2017  Change (%)



                            Internet infrastructure
                             field                      259      206        25.7%
    subscribers -
     (households) at
    the end of period (in
     thousands)

    ---

                            TV field subscribers -      206      154        33.8%
    (households) at the end
     of
    period (in thousands)

    ===

In the third quarter of 2018, the Company's subscriber base in the internet infrastructure field increased by approximately 11,000 net households, and the Company's subscriber base in the TV field increased by 11,000 net households.

FINANCING AND INVESTMENT REVIEW

Cash Flow

Free cash flow for the third quarter of 2018 totaled NIS 34 million ($9 million), compared to NIS 105 million ($29 million) in the third quarter of 2017, a 67.6% decrease. The decrease in free cash flow resulted mainly from a decrease in receipts from customers and operators, from higher cash capital expenditures in fixed assets and from an increase in payments to employees due to the employee voluntary retirement plan from the second quarter of 2018. This decrease was partially offset by a decrease in purchase of end user equipment.

Total Equity

Total Equity as of September 30, 2018 amounted to NIS 1,654 million ($456 million) primarily consisting of undistributed accumulated retained earnings of the Company.

Cash Capital Expenditures in Fixed Assets and Intangible Assets and others

During the third quarter of 2018, the Company invested NIS 160 million ($44 million) in fixed assets and intangible assets and others (including, among others, investments in the Company's communications networks, investments in optic fibers deployment, 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 114 million ($31 million) in the third quarter of 2017.

Dividend

On November 22, 2018, the Company's Board of Directors decided not to declare a cash dividend for the third quarter of 2018. 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 continued 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, 2017 on Form 20-F dated March 26, 2018, or the 2017 Annual Report, under "Item 8 - Financial Information - A. Consolidated Statements and Other Financial Information - Dividend Policy".

Debentures, Material Loans and Financial Liabilities

For information regarding the Company's outstanding debentures as of September 30, 2018, see "Disclosure for Debenture Holders" section in this press release.

For information regarding the Company's material loans as of September 30, 2018, see "Aggregation of the Information regarding the Company's Material Loans" section in this press release.

For a summary of the Company's financial liabilities as of September 30, 2018, see "Disclosure for Debenture Holders" section in this press release.

OTHER DEVELOPMENTS DURING THE THIRD QUARTER OF 2018 AND SUBSEQUENT TO THE END OF THE REPORTING PERIOD

IBC

In November 2018, following the Company's previous reports regarding the Company entering into an MOU for an investment in Israel Broadband Company, or IBC, (the "IBC MOU"), the Company entered into a memorandum of understanding with the Israel Infrastructure Fund ("IIF"), for IIF's co-investment in IBC together with the Company, which shall be carried out in equal parts between the Company and IIF through a joint investment vehicle (the "IIF MOU").

The IIF MOU includes, in addition to standard and customary conditions, principles of cooperation between the parties towards the execution of the definitive agreements for the investment in IBC, which shall be carried out in accordance with the IBC MOU, and other transaction documents and after the consummation of such investment in IBC, if and when occurs, including, among others, joint decision making processes and equal participation in costs and financing of the investment, as well as certain adjustments in case an additional strategic investor joins the Company and IIF in investing in IBC.

The terms of the definitive agreement between the Company and IIF (to be entered together with the other transaction documents) as well as the terms of the definitive agreement and other transaction documents for the investment in IBC, are subject to further negotiations between the parties and approvals of the parties' Boards of Directors. If entered, the execution of the transaction will be subject to the previously reported precedent conditions, including regulatory approvals. There is no assurance that the parties will enter any of the said agreements, or that such agreements will be approved and executed, nor as to their timing and terms.

For additional details see the Company's 2017 Annual Report 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- Fixed-Line Infrastructure" and the Company's current reports on form 6-K dated August 8, 2018 and August 16, 2018 under "-Other developments during the second quarter of 2018 and subsequent to the end of the reporting period - Investment in IBC" and November 22, 2018.

Regulation

Cell sites

In October 2018, the previously reported draft regulations setting procedures for the construction, changes and replacement of radio access devices exempt from building permits, were enacted. Though these regulations reflect existing judicial limitations placed upon the Company's ability to make changes and replace radio access devices, they also introduce a new licensing procedure that may further reduce the Company's ability to construct new radio access devices based on such exemption. This may adversely affect the Company's existing networks and networks build-outs.

In addition, following conflicting district decisions concerning the company's ability to receive building permits in reliance on the current National Zoning Plan, or Plan, for cell sites operating in frequencies not specifically detailed in the frequencies charts attached to the Plan, the matter will now be decided by the supreme court. In addition to the Company's existing frequencies not specifically detailed in the Plan, some of the frequencies to which the Company is required to transfer following the previously reported Ministry of Communication's requirement for frequency's migration, are also not specifically detailed in the Plan. Should the supreme court rule against the Company, it would have a material negative impact on the Company's ability to deploy additional cell sites or make any changes to them, and could adversely affect the Company's existing networks, which could negatively affect the extent, quality and capacity of the Company's network coverage and ability to continue to market the Company's products and services effectively.

For additional details see the Company's 2017 Annual Report under "Item 3. Key Information - D. Risk factors - Risks related to our business - We may not be able to obtain permits to construct and operate cell sites", "- We may be adversely affected by the significant technological and other changes in the telecommunications industry" and "Item 4. Information on the Company -B. Business Overview - Government Regulation - Cellular Segment - Permits for Cell Site Construction" and the Company's current report on form 6-K dated August 16, 2018 under "-Other developments during the second quarter of 2018 and subsequent to the end of the reporting period - Regulation - Frequencies".

CONFERENCE CALL DETAILS

The Company will be hosting a conference call regarding its results for the third quarter of 2018 on Thursday, November 22, 2018 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: 1-888-668-9141 UK Dial-in Number: 0-800-917-5108
Israel Dial-in Number: 03-918-0685 International Dial-in Number: +972-3-918-0685
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 a leading Israeli communications group, providing a wide range of communications services. Cellcom Israel is the largest Israeli cellular provider, providing its approximately 2.825 million cellular subscribers (as at September 30, 2018) with a broad range of services including cellular telephony, roaming services for tourists in Israel and for its subscribers abroad, text and multimedia messaging, advanced cellular content and data services and other value-added 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. Cellcom Israel further provides OTT TV services, internet infrastructure and connectivity services and international calling services, as well as landline telephone services in Israel. 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, 2017.

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 3.627 = US$ 1 as published by the Bank of Israel for September 30, 2018.

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.


                                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

    ---

Financial Tables Follow


                                                                                               
            
               Cellcom Israel Ltd.


                                                                                                   
           (An Israeli Corporation)





              
                Condensed Consolidated Interim Statements of Financial Position (Unaudited)

    ---



                                                                                                                                               
     
      Convenience


                                                                                                                                               
     
      translation


                                                                                                                                                   into US dollar


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


                                                                                          2017                                            2018                 2018            2017



                                                                                 NIS millions            
             
                US$ millions        NIS millions





                            Assets


               Cash and cash equivalents                                                   461                                             773                  213             527


               Current investments,
                including derivatives                                                      363                                             421                  116             364


               Trade receivables                                                         1,265                                           1,172                  323           1,280


               Current tax assets                                                            1                                              14                    4               4


               Other receivables                                                            80                                              81                   22              89



              Inventory                                                                    57                                              64                   18              70





                            Total current assets                                         2,227                                           2,525                  696           2,334





               Trade and other
                receivables                                                                912                                             852                  235             895


               Property, plant and
                equipment, net                                                           1,597                                           1,604                  442           1,598


               Intangible assets and
                others, net                                                              1,247                                           1,287                  355           1,260





                            Total non- current
                             assets                                                      3,756                                           3,743                1,032           3,753





                            Total assets                                                 5,983                                           6,268                1,728           6,087





                            Liabilities


               Current maturities of
                debentures and of loans                                                    617                                             619                  171             618
    from financial
     institutions


               Trade payables and
                accrued expenses                                                           590                                             609                  168             652


               Current tax liabilities                                                       3                                                                                  4



              Provisions                                                                  113                                             107                   29              91


               Other payables, including
                derivatives                                                                219                                             269                   74             277





                            Total current liabilities                                    1,542                                           1,604                  442           1,642





               Long-term loans from
                financial institutions                                                     462                                             334                   92             462



              Debentures                                                                2,353                                           2,531                  698           2,360



              Provisions                                                                   20                                              20                    6              21


               Other long-term
                liabilities                                                                 34                                               4                    1              15


               Liability for employee
                rights upon retirement,
                net                                                                         12                                              15                    4              15


               Deferred tax liabilities                                                    129                                             106                   29             131





                            Total non- current
                             liabilities                                                 3,010                                           3,010                  830           3,004





                            Total liabilities                                            4,552                                           4,614                1,272           4,646





                            Equity attributable to
                             owners of the Company



              Share capital                                                                 1                                               1                                   1



              Share premium                                                                                                              259                   71


               Receipts on account of
                share options                                                                                                              17                    5


               Retained earnings                                                         1,426                                           1,374                  379           1,436




                            Non-controlling
                             interests                                                       4                                               3                    1               4





                            Total equity                                                 1,431                                           1,654                  456           1,441





                            Total liabilities and
                             equity                                                      5,983                                           6,268                1,728           6,087


                                                                                                                                                 
         
              Cellcom Israel Ltd.


                                                                                                                                                   
         (An Israeli Corporation)





              
                Condensed Consolidated Interim Statements of Income (Unaudited)

    ---



                                                                                                                                                     
         
                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,



                                                                                                               2017                         2018                                   2018                            2017                 2018                    2018          2017



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






              Revenues                                                                                       2,896                        2,770                                    764                             975                  910                     251         3,871



              Cost of revenues                                                                             (2,000)                     (1,985)                                 (547)                          (670)               (645)                  (178)      (2,680)






              
                Gross profit                                                                        896                          785                                    217                             305                  265                      73         1,191





              Selling and marketing                                                                          (343)                       (419)                                 (116)                          (117)               (143)                   (39)        (479)
    expenses



              General and administrative                                                                     (313)                       (274)                                  (76)                          (105)                (89)                   (25)        (426)
    expenses



              Other income (expenses), net                                                                      12                         (26)                                   (7)                                                                                     11






              
                Operating profit                                                                    252                           66                                     18                              83                   33                       9           297





              Financing income                                                                                  38                           38                                     11                              12                   14                       4            52



              Financing expenses                                                                             (152)                       (137)                                  (38)                           (51)                (44)                   (12)        (196)




              Financing expenses, net                                                                        (114)                        (99)                                  (27)                           (39)                (30)                    (8)        (144)





              
                Profit (loss) before taxes on                                                       138                         (33)                                   (9)                             44                    3                       1           153
    income





              Tax benefit (taxes on income)                                                                   (35)                           4                                      1                            (12)                 (2)                    (1)         (40)




              
                Profit (loss) for the period                                                        103                         (29)                                   (8)                             32                    1                                  113




              
                Attributable to:



              Owners of the Company                                                                            102                         (28)                                   (8)                             32                    2                                  112



              Non-controlling interests                                                                          1                          (1)                                                                                      (1)                                   1




              
                Profit (loss) for the period                                                        103                         (29)                                   (8)                             32                    1                                  113






              
                Earnings (loss) per share



              Basic earnings (loss) per                                                                       1.02                       (0.28)                                (0.08)                           0.32                 0.01                   0.002          1.11
    share (in NIS)






              Diluted earnings (loss) per                                                                     1.02                       (0.28)                                (0.08)                           0.32                 0.01                   0.002          1.10
    share (in NIS)






              Weighted-average number of                                                               100,609,241                  105,395,757                            105,395,757                     100,616,595          113,165,757             113,165,757   100,654,935
    shares used in the calculation
    of basic earnings (loss) per
    share (in shares)






              Weighted-average number of                                                               101,225,178                  105,395,757                            105,395,757                     101,083,971          113,165,757             113,165,757   100,889,661
    shares used in the calculation
    of diluted earnings (loss) per
    share (in shares)


                                                                                                                                                    
         
              Cellcom Israel Ltd.


                                                                                                                                                       
        (An Israeli Corporation)





              
                Condensed Consolidated Interim Statements of Cash Flows (Unaudited)

    ---



                                                                                                                                                   
         
              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,





                                                                                                                    2017          2018                                         2018                                      2017                     2018                               2018                                  2017



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






              
                Cash flows from operating activities



              Profit (loss) for the period                                                                          103          (29)                                         (8)                                       32                        1                                                                     113



              
                Adjustments for:



              Depreciation and amortization                                                                         412           429                                          118                                       143                      151                                 42                                   555



              Share based payments                                                                                    2             2                                                                                                                                                                                    2



              Gain on sale of property, plant and                                                                   (2)                                                                                                                                                                                              (1)
    equipment



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



              Income tax expense (tax benefit)                                                                       35           (4)                                         (1)                                       12                        2                                  1                                    40



              Financing expenses, net                                                                               114            99                                           27                                        39                       30                                  8                                   144





              
                Changes in operating assets and
    liabilities:



              Change in inventory                                                                                     7             6                                            2                                         4                        4                                  1                                   (6)



              Change in trade receivables (including                                                                118           171                                           48                                        14                       75                                 20                                   132
    long-term amounts)



              Change in other receivables (including                                                              (185)         (17)                                         (5)                                     (19)                     (1)                                                                  (191)
    long-term amounts)



              Changes in trade payables, accrued                                                                   (34)         (54)                                        (15)                                     (59)                    (43)                              (12)                                 (27)
    expenses and provisions



              Change in other liabilities (including                                                                (3)           20                                            6                                        10                     (21)                               (6)                                   28
    long-term amounts)



              Receipts from (payments for)                                                                          (3)                                                                                               (3)                       2                                  1                                   (3)
    derivative instruments, net



              Income tax paid                                                                                      (35)         (20)                                         (6)                                      (9)                     (6)                               (2)                                 (44)



              Income tax received                                                                                    41                                                                                                 41                                                                                              42




              
                Net cash from operating activities                                                       560           603                                          166                                       205                      194                                 53                                   774






              
                Cash flows from investing activities





              Acquisition of property, plant, and                                                                 (274)        (270)                                        (74)                                     (37)                   (102)                              (28)                                (346)
    equipment



              Additions to intangible assets and                                                                  (171)        (167)                                        (46)                                     (77)                    (58)                              (16)                                (237)
    others



              Acquisition of subsidiary, net of cash                                                                             (2)                                         (1)                                                              (2)                               (1)
    acquired



              Change in current investments, net                                                                   (79)         (62)                                        (17)                                      (3)                    (25)                               (7)                                 (77)



              Receipts from other derivative                                                                                       3                                            1                                         3
    contracts, net



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



              Interest received                                                                                      10             9                                            3                                         2                        2                                  1                                    12



              Proceeds from sale of shares in a                                                                       3             5                                            1                                        11                                                                                               3
    consolidated company, net of cash
    disposed



              
                Net cash used in investing activities                                                  (511)        (483)                                       (133)                                    (101)                   (184)                              (51)                                (644)


                                                                                                                                                              
       
              Cellcom Israel Ltd.


                                                                                                                                                                
       (An Israeli Corporation)





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

    ---



                                                                                                                                                                
       
                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,





                                                                                                                             2017                         2018                                                          2018                            2017                           2018                         2018        2017

                                                                                                                                                                                                                                                                                                                           ---

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






              
                Cash flows from financing activities



              Payments for derivative contracts, net                                                                         (3)                                                                                                                     (3)                                                                  (3)



              Long term loans from financial                                                                                 200                         (78)                                                         (21)                                                         (28)                         (7)        200
    institutions



              Repayment of debentures                                                                                      (864)                       (556)                                                        (153)                          (350)                         (194)                        (53)      (864)



              Proceeds from issuance of debentures,                                                                                                      618                                                           170                                                           222                           61           -
    net of issuance costs



              Dividend paid                                                                                                  (1)                                                                                                                     (1)                                                                  (1)



              Interest paid                                                                                                (160)                       (115)                                                         (32)                           (74)                          (50)                        (14)      (175)



              Acquisition of non-controlling interests                                                                                                  (19)                                                          (5)                                                         (19)                         (5)          -



              Equity offering                                                                                                                            275                                                            76                                                                                                    -






              
                Net cash from (used in) financing                                                               (828)                         125                                                            35                           (428)                          (69)                        (18)      (843)
    activities

                                                                                                                                                                                                                                                                                                                           ---




              
                Changes in cash and cash equivalents                                                            (779)                         245                                                            68                           (324)                          (59)                        (16)      (713)





              
                Cash and cash equivalents as at the                                                             1,240                          527                                                           145                             785                            831                          229       1,240
    beginning of the period





              
                Effect of exchange rate fluctuations on                                                                                         1                                                                                                                          1                                       -
    cash and cash equivalents





              
                Cash and cash equivalents as at the                                                               461                          773                                                           213                             461                            773                          213         527
    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,

                                                                                                                    ---

                                                                                2017       2018        
              
               Convenience                                 2017

                                                                                                   
              
               translation

                                                                                                                                into US dollar

                                                                                                                                          2018

                                                                                                                                                                         ---

                                                                                                NIS millions            
             
                US$ millions                     NIS millions

                                                                                                                                                                       ---


       Profit for the period.........................                            32          1                                                                            113



       Taxes on income.............................                              12          2                                                  1                           40



       Financing income............................                            (12)      (14)                                               (4)                        (52)



       Financing expenses........................                                51         44                                                 12                          196



       Other income ..................................                                                                                                                  (1)



       Depreciation and amortization.........                                   143        151                                                 42                          555



       Share based payments...................                                                                                                                            2




       EBITDA............................................                       226        184                                                 51                          853

                                                                                                                                                                         ===



           
                
                  Free cash flow



           The following tables shows the calculation of free flow:




                                                                                Three-month period ended                                    Year ended

                                                                                September 30,                                   December 31,

                                                                                                    ---

                                                                    2017   2018        
              
               Convenience                                 2017

                                                                                   
              
               translation

                                                                                                                into US dollar

                                                                                                                          2018

                                                                                                                                                         ---

                                                                                NIS millions            
             
                US$ millions                     NIS millions

                                                                                                                                                       ---


           Cash flows from operating                                205    195                                                 54                          774
      activities(*)......................................


            Loan to Golan
             Telecom.........................                                                                                                            130


            Cash flows from investing activities....               (101) (184)                                              (51)                       (644)



           Sale of short-term tradable                                1     23                                                  6                           65
      debentures and deposits(**)..........

                                                                                                                                                         ---

            Free cash
             flow....................................                105     34                                                  9                          325

                                                                                                                                                         ===



               (*)  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 otherwise                         Q1-2017 Q2-2017                                   Q4-2017    Q1-2018     Q2-2018                      FY-2017
    stated
                                                                                                                 Q3-2017                                                Q3-2018

    ---                                                                                                                                                                                     ---




              Cellular service revenues                                              509      481                       488               451         437          434             443         1,929



              Fixed-line service revenues                                            279      292                       292               303         304          300             310         1,166





              Cellular equipment revenues                                            183      192                       191               204         193          157             146           770



              Fixed-line equipment revenues                                           37       39                        47                59          39           76              52           182





              Consolidation adjustments                                             (49)    (42)                     (43)             (42)       (40)        (40)           (41)         (176)

    ---


              
                Total revenues                                            959      962                       975               975         933          927             910         3,871





              Cellular EBITDA                                                        159      158                       160               118         112           71             111           595



              Fixed-line EBITDA                                                       42       79                        66                71          68           62              73           258

    ---


              
                Total EBITDA                                              201      237                       226               189         180          133             184           853





              
                Operating profit (loss)                                    67      102                        83                45          45         (12)             33           297



              Financing expenses, net                                                 31       44                        39                30          33           36              30           144



              
                Profit (loss) for the period                               26       45                        32                10           7         (37)              1           113





              
                Free cash flow                                             66       77                       105                77          84           56              34           325





              Cellular subscribers at the end of                                   2,792    2,779                     2,805             2,817       2,822        2,809           2,825         2,817
    period (in 000's)



              Monthly cellular ARPU (in NIS)                                        60.2     57.0                      57.8              53.6        51.8         51.8            52.5          57.1



              Churn rate for cellular subscribers                                  12.0%   10.8%                    11.5%            11.5%       9.5%       12.6%          10.0%         45.8%
    (%)




       
                Cellcom Israel Ltd.



       
                
                  Disclosure for debenture holders as of September 30, 2018

    ---


       
                
                  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 30.09.2018                                                As of 22.11.2018                               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                                   
              20/03/12        714.802         428.881         444.065            4.866         448.931         464.178     428.881         445.756                              4.60%   
              05.01.17      
              05.01.20      
              January-5                       Linked to CPI              Strauss Lazar Trust Company
         (4)(5)(6)**                                                                                                                                                                                                                                                                                                                              (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          85.559          85.563            1.426          86.989          88.289      85.559          85.557                              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                                   
              08/07/14        949.624         835.669         772.020            3.955         775.975         882.717     835.669         778.106                              1.98%   
              05.07.18      
              05.07.24      
              January-5                       Linked to CPI              Mishmeret Trust Company Ltd.
         (4)(5)(7)**                                                                                                                                                                                                                                                                                                                              Rami Sebty. 48 Menachem
                                                                                                                                                                                                                                                                                                                                                  Begin Rd. Tel Aviv. Tel:
                                                                                                                                                                                                                                                                                                                                                  03-6374355.

                            
              03/02/15*                                                                                                                                                                                                                                 
        and July-5

                            
              11/02/15*

    ---                                                                                                                                                                                                                                                                                                                                                                   ---

        I                                   
              08/07/14        804.010         723.609         699.095            7.141         706.236         781.425     723.609         700.051                              4.14%   
              05.07.18      
              05.07.25      
              January-5              
            Not linked                 Mishmeret Trust Company Ltd.
         (4)(5)(7)**                                                                                                                                                                                                                                                                                                                              Rami Sebty. 48 Menachem
                                                                                                                                                                                                                                                                                                                                                  Begin Rd. Tel Aviv. Tel:
                                                                                                                                                                                                                                                                                                                                                  03-6374355.

                            
              03/02/15*                                                                                                                                                                                                                                 
        and July-5

                            
              11/02/15*

                            
              28/03/16*

    ---                                                                                                                                                                                                                                                                                                                                                                   ---

        J (4)(5)                            
              25/09/16        103.267         103.267         103.570            0.610         104.180         109.463     103.267         104.003                              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)**                          
              25/09/16        523.971         523.971         520.628            4.519         525.147         538.066     523.971         520.729                              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.

                            
              01/07/18*

    ---                                                                                                                                                                                                                                                                                                                                                                   ---

        L**                                 
              24/01/18        400.600         400.600         396.723            6.832         403.555         375.402     400.600         396.819                              2.50%   
              05.01.23      
              05.01.28      
              January-5              
            Not linked                 Strauss Lazar Trust Company
                                                                                                                                                                                                                                                                                                                                                  (1992) Ltd. Ori Lazar. 17
                                                                                                                                                                                                                                                                                                                                                  Yizhak Sadeh St., Tel Aviv.
                                                                                                                                                                                                                                                                                                                                                  Tel: 03-6237777.

    ---                                                                                                                                                                                                                                                                                                                                                                   ---


       Total                                                      3,781.472       3,101.556       3,021.664           29.349       3,051.013       3,239.540   3,101.556       3,031.021

    ---


                                           Comments
                :

    ---



               (1) For a summary of the terms of
                the Company's outstanding
                debentures see the Company's 2017
                Annual Report under "Item 5.
                Operating and Financial Review
                and Prospects - B. Liquidity and
                Capital Resources - Debt Service
                - Public Debentures". In the
                reporting period, the Company
                fulfilled all terms of the
                debentures and Indentures.
                Debentures financial covenants -
                as of September 30, 2018 the net
                leverage (net debt to EBITDA
                excluding one time events ratio-
                see definition in the reference
                above to the Company's 2017
                Annual Report) was 3.35. In the
                reporting period, no cause for
                early repayment occurred. (2)
                Including interest accumulated in
                the books. (3) Semi annual
                payments. (4) Regarding the
                debentures, the Company undertook
                not to create any pledge on its
                assets, as long as debentures or
                loans are not fully repaid,
                subject to certain exclusions.
                (5) Regarding the debentures -
                the Company has the right for
                early redemption under certain
                terms. (6) Regarding debenture
                Series F and G - in June 2013,
                following a second decrease of
                the Company's debenture rating
                since their issuance, the annual
                interest rate has been increased
                by 0.25% to 4.60% and 6.99%,
                respectively, beginning July 5,
                2013. (7) In February 2015,
                pursuant to an exchange offer of
                the Company's Series H and I
                debentures for a portion of the
                Company's outstanding Series D
                and E debentures, respectively,
                the Company exchanged
                approximately NIS 555 million
                principal amount of Series D
                debentures with approximately NIS
                844 million principal amount of
                Series H debentures, and
                approximately NIS 272 million
                principal amount of Series E
                debentures with approximately NIS
                335 million principal amount of
                Series I debentures. Series D and
                E debentures were fully repaid in
                July 2017 and in January 2017,
                respectively.




               (*) On these dates additional
                debentures of the series were
                issued, the information in the
                table refers to the full series.
    (**) As of September 30, 2018,
     debentures Series F, H, I, K and
     L are material, which represent
     5% or more of the total
     liabilities of the Company, as
     presented in the financial
     statements.







       
           Cellcom Israel Ltd.



       
           
                  Disclosure for debenture holders as of September 30, 2018 (cont'd)

    ---


       
           
                  Debentures Rating Details*

    ---

                            Rating assigned upon                 Recent date of rating as of              Additional ratings
                                                                                                                              issuance of the Series 22.11.2018         between original
                                                                                                                                                                        issuance and the
                                                                                                                                                                        recent date of
                                                                                                                                                                        rating as of

       Series 
              Rating Company              Rating as of 30.09.2018 (1)              Rating as of 22.11.2018                                                  22.11.2018 (2)

    ---                                                                                                                                                                               ---

               
              Rating



                               05/2012, 11/2012,
                                                                                                                                                                        06/2013, 06/2014,
                                                                                                                                                                        08/2014, 01/2015,
                                                                                                                                                                        09/2015, 03/2016,
                                                                                                                                                                        08/2016, 06/2017,
                                                                                                                                                                        01/2018, 06/2018,

       F      
              S&P Maalot       
              A+                            
              A+                        
       AA                              
      08/2018           08/2018   AA,AA-,A+ (2)

    ---                                                                                                                                                                                               ---

                               05/2012, 11/2012,
                                                                                                                                                                        06/2013, 06/2014,
                                                                                                                                                                        08/2014, 01/2015,
                                                                                                                                                                        09/2015, 03/2016,
                                                                                                                                                                        08/2016, 06/2017,
                                                                                                                                                                        01/2018, 06/2018,

       G      
              S&P Maalot       
              A+                            
              A+                        
       AA                              
      08/2018           08/2018   AA,AA-,A+ (2)

    ---                                                                                                                                                                                               ---

                               06/2014, 08/2014,
                                                                                                                                                                        01/2015, 09/2015,
                                                                                                                                                                        03/2016, 08/2016,
                                                                                                                                                                        06/2017, 01/2018,

       H      
              S&P Maalot       
              A+                            
              A+                        
       A+                              
      08/2018  06/2018, 08/2018 
     A+ (2)

    ---                                                                                                                                                                                               ---

                               06/2014, 08/2014,
                                                                                                                                                                        01/2015, 09/2015,
                                                                                                                                                                        03/2016, 08/2016,
                                                                                                                                                                        06/2017, 01/2018,

       I      
              S&P Maalot       
              A+                            
              A+                        
       A+                              
      08/2018  06/2018, 08/2018 
     A+ (2)

    ---                                                                                                                                                                                               ---


       J      
              S&P Maalot       
              A+                            
              A+                        
       A+                              
      08/2018 08/2016, 06/2017,
                                                                                                                                                                        01/2018, 06/2018,
                                                                                                                                                                                  08/2018 
     A+ (2)

    ---                                                                                                                                                                                               ---


       K      
              S&P Maalot       
              A+                            
              A+                        
       A+                              
      08/2018 08/2016, 06/2017,
                                                                                                                                                                        01/2018, 06/2018,
                                                                                                                                                                                  08/2018 
     A+ (2)

    ---                                                                                                                                                                                               ---


       L      
              S&P Maalot       
              A+                            
              A+                        
       A+                              
      08/2018 08/2016, 06/2017,
                                                                                                                                                                        01/2018, 06/2018,
                                                                                                                                                                                  08/2018 
     A+ (2)

    ---                                                                                                                                                                                               ---


               (1)     In
                August 2018,
                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, June
                2017, January
                2018, June
                2018 and
                August 2018
                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
                August 23,
                2018, included
                in the
                Company's
                current report
                filled in the
                Israeli
                Securities
                Authority
                website
                ("MAGNA") on
                August 23,
                2018.




                                           * 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.



              
              
            Aggregation of the information regarding the Company's Material Loans (1), in million NIS

    ---

               Loan         
           Provision        
              Principal        
              Interest                   Principal Repayment 
              Interest Repayment Dates (semi-annual payments)                                           
        Linkage
                            Date                     Amount as                Rate                       Dates (annual
                                                   of                       (nominal)                  payments)
                                                   30.09.2018

    ---                                                                                                                                                                                                                                                   ---

               From         
           To

    ---

               Loan              
             06/2016           150         4.60%   
              30.06.18        
              30.06.21            
              June-30 
              and December-31, commencing December 31, 2016 through June             
        Not
    from                                                                                                                                                                                                                            30, 2021 linked
    financial institution

    ---                                                                                                                                                                                                                                                     ---

               Loan              
             12/2016           112         4.90%   
              30.06.18        
              30.06.22            
              June-30 and December-30, commencing June 30, 2017 through June 30,                        
        Not
    from                                                                                                                                                                                                                                2022  linked
    bank

    ---                                                                                                                                                                                                                                                     ---

               Loan              
             06/2017           200         5.10%   
              30.06.19        
              30.06.22            
              June-30 
              and December-31, commencing December 31, 2017 through June             
        Not
    from                                                                                                                                                                                                                            30, 2022 linked
    financial
    institution

    ---                                                                                                                                                                                                                                                     ---


              Total                                       462

    ---


                                           Comments
                :

    ---



               (1) For a summary of the terms of
                the Company's loan agreements
                see the Company's 2017 Annual
                Report under "Item 5. Operating
                and Financial Review and
                Prospects - B. Liquidity and
                Capital Resources - Other
                Credit Facilities" and the
                reference therein to "- Debt
                Service - Public Debentures".
                (2) In the reporting period, the
                Company fulfilled all terms of
                the loan agreements. (3) Loan
                agreements financial covenants -
                 as of September 30, 2018 the
                 net leverage (net debt to EBITDA
                excluding one-time events
                ratio- see definition in the
                reference above to the Company's
                2017 Annual Report) was 3.35.
                (4) In the reporting period, no
                cause for early repayment
                occurred. (5) In the loan
                agreements, the Company
                undertook not to create any
                pledge on its assets, as long as
                the loans are not fully repaid,
                subject to certain exclusions.
                (6) According to the loan
                agreements the Company may
                prepay the loans, subject to a
                prepayment fee. (7) In June
                2017, the Company entered into
                an additional loan agreement
                with the lender of the Company's
                existing bank loan for the
                provision of a deferred loan in
                a principal amount of NIS 150
                million in March 2019. See more
                information in the reference
                above to the Company's 2017
                Annual Report.


Cellcom Israel Ltd.

Summary of Financial Undertakings (according to repayment dates) as of September 30, 2018

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
           to CPI                     ILS not linked to CPI       Euro                Dollar        Other



    ---

        First
         year        335,801   165,362                                                        95,235

    ---

        Second
         year        335,801    80,237                                                        79,998

    ---

        Third
         year        167,562   190,345                                                        66,318

    ---

        Fourth
         year        167,562   190,345                                                        55,506

    ---

        Fifth
         year
         and on      367,825 1,101,659                                                       112,865

    ---

        Total      1,383,551 1,727,948                                                       406,922

    ---

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
         to
         CPI    ILS not linked to CPI                 Euro             Dollar       Other



    ---

         First
         year                                      100,000                                17,100

    ---

         Second
         year                                      100,000                                12,267

    ---

         Third
         year                                      100,000                                 7,390

    ---

         Fourth
         year                                       50,000                                 2,550

    ---

         Fifth
         year
         and
         on

    ---

        Total                                      350,000                                39,307

    ---

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
               to                 ILS not                       Euro                 Dollar   Other
        CPI         linked to CPI


    ---

            First
             year                                             28,000                                 5,488

    ---

            Second
             year                                             28,000                                 4,122

    ---

            Third
             year                                             28,000                                 2,740

    ---

            Fourth
             year                                             28,000                                 1,372

    ---

            Fifth
             year
             and on

    ---

            Total                                            112,000                                13,722

    ---

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, 2018 (cont'd)

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
                 to                           ILS not                Euro                          Dollar Other
        CPI               linked to CPI


    ---

            First
             year        335,801       293,362                                                                  117,823

    ---

            Second
             year        335,801       208,237                                                                   93,387

    ---

            Third
             year        167,562       318,345                                                                   76,448

    ---

            Fourth
             year        167,562       268,345                                                                   59,428

    ---

            Fifth
             year
             and on      376,825     1,101,659                                                                  112,865

    ---

            Total      1,383,551     2,189,948                                                                  459,951

    ---

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
               to                      ILS not              Euro                          Dollar Other
        CPI         linked to CPI


    ---

            First
             year      361         598                                                                  268

    ---

            Second
             year      361         164                                                                  238

    ---

            Third
             year      470         812                                                                  224

    ---

            Fourth
             year      470         812                                                                  185

    ---

            Fifth
             year
             and on    996       3,405                                                                  345

    ---

            Total    2,658       5,791                                                                1,260

    ---

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.

View original content:http://www.prnewswire.com/news-releases/cellcom-israel-announces-third-quarter-2018-results-300754630.html

SOURCE Cellcom Israel Ltd.