Cellcom Israel Announces First Quarter 2019 Results

NETANYA, Israel, May 28, 2019 /PRNewswire/ --

First Quarter 2019 Highlights (compared to first quarter of 2018):

    --  Total Revenues totaled NIS 928 million ($256 million) compared to NIS
        933 million ($257 million) in the first quarter last year, a decrease of
        0.5%
    --  Service revenues totaled NIS 678 million ($187 million) compared to NIS
        701 million ($193 million) in the first quarter last year, a decrease of
        3.3%
    --  Operating income totaled NIS 9 million ($2 million) compared to NIS
        52(2) million ($14 million) in the first quarter last year, a decrease
        of 82.7%
    --  Loss totaled NIS 16 million ($4 million) compared to net income of NIS 7
        million ($2 million) in the first quarter last year(3)
    --  Adjusted EBITDA(1) totaled NIS 224(3) million ($62 million) compared to
        NIS 187(2) million ($51 million) in the first quarter last year, an
        increase of 19.8%(3)
    --  Net cash flow from operating activities totaled NIS 303 million ($84
        million) compared to NIS 230 million ($63 million) in the first quarter
        last year, an increase of 31.7%(3 )
    --  Free cash flow(1) totaled NIS 46 million ($13 million) compared to NIS
        84 million ($23 million) in the first quarter last year, a decrease of
        45.2%

Nir Sztern, the Company's Chief Executive Officer, referred to the results of the first quarter of 2019:

"Alongside with the success of our strategy to expand our activities in the fixed-line segment, the intensity of the competition in the cellular segment continues to have a negative impact on the results of this segment.

We ended the current quarter with a loss of NIS 16 million, compared to a loss of NIS 35 million in the previous quarter. Adjusted EBITDA for the quarter increased by approximately 20% compared to the same quarter last year, from NIS 187(2) million to NIS 224(3) million.

In this quarter, we recorded an increase in end-user equipment revenues, with an increase of 8% compared to the corresponding quarter last year, to NIS 250 million, which is mainly due to an increase in sales of end-user equipment in the fixed-line segment.

We continue the rapid deployment of Cellcom's independent fiber optic infrastructure in residential areas and expect the completion of the transaction for the sale of that fiber infrastructure to IBC, in the coming months (subject to the parties entering into a definitive agreement), together with the investment in IBC (subject to its approval), will contribute significantly to the results of the Company's operations and make a positive improvement to its free cash flow.

The rapid deployment rate will enable more than 750 thousand households to be within fiber network coverage by the end of 2022, with connection to a high-speed, quality Internet infrastructure.

Recently, we announced the signing of an agreement with Netflix, the world's leading entertainment service, to distribute their service through direct access by Cellcom tv, including through an advanced based Android TV 4K set-top box.

Netflix's rich catalog joins Cellcom's vast content offering, which today already includes hundreds of series and films of the leading studios and the full HBO catalog.

During the first quarter, the Company's subscriber base in the television field grew by approximately 8,000 households, most of them customers of excellent service packages, Triple and Quattro.

Recently we announced the signing of a collective agreement with the employees union and the Histadrut, for the years 2019-2020. The agreement we signed is based on an innovative and unique model that takes care of employees' welfare and directly links the success of the Company to the compensation of its employees. This agreement is expected to reduce the Company's expenses compared to the expenses under the previous agreement, and to have a positive cumulative effect of approximately NIS 54 million on the Company's Adjusted EBITDA for the years 2019-2020 compared with the previous collective agreement."

Shlomi Fruhling, the Company's Chief Financial Officer, said:

"The Company's revenues from services in the first quarter of 2019 amounted to NIS 678 million, similar to that of the previous quarter. In the fixed-line segment, the Company recorded continued growth, which was offset by a reduction in revenues from cellular services as a result of seasonality and the increased competition in the market.

In the first quarter of 2019, the Company began reporting in accordance with IFRS 16. The main effect of the implementation of the standard, is the transition from recognition of lease payments as an operating expense to recognition of these expenses as assets, and the recording of depreciation expenses in respect thereof. The effect of the standard on the adjusted EBITDA in the first quarter is an addition of NIS 63 million.

We continue with our efforts to reduce the Company expenses. In May, a collective agreement was signed between the Company and the employees' union and the Histadrut which relates to the years 2019 and 2020, in which the cumulative contribution to Adjusted EBITDA to the Company, compared with the collective agreement of 2018 is NIS 54 million. As part of the agreement, eligible employees will be granted options and restricted share units at a total value of NIS 14 million, which they will be able to exercise on fixed dates over a 4 year period, and restricted share units to the employees' non-profit organization at a value of NIS 5 million.

Adjusted EBITDA in the quarter amounted to NIS 224 million and included an addition of NIS 63 million in respect of the initial implementation of IFRS 16, as compared with Adjusted EBITDA in the previous quarter of NIS 170(2) million.

Free cash flow for the first quarter of 2019 amounted to NIS 46 million, compared to NIS 7 million in the previous quarter. The improvement in free cash flow was mainly due to a decrease in payments for equipment.

The Company's Board of Directors decided not to distribute dividends in respect of the results of the first quarter of 2019, in view of the continued intensified competition in the market and its negative impact on the Company's operating results and in order to continue to strengthen the Company's balance sheet. The Board of Directors will review its decision in accordance with the development of market conditions, while taking into account the Company's needs."

Cellcom Israel Ltd. (NYSE: CEL) (TASE: CEL) ("Cellcom Israel" or the "Company" or the "Group") announced today its financial results for the first quarter of 2019.
The Company reported that revenues for the first quarter of 2019 totaled NIS 928 million ($256 million); Adjusted EBITDA for the first quarter of 2019 totaled NIS 224 million ($62 million), or 24.1% of total revenues; loss for the first quarter of 2019 totaled NIS 16 million ($4 million). Basic loss per share for the first quarter of 2019 totaled NIS 0.14 ($0.04).



            
              Main Consolidated Financial Results:

    ---



                                                                 Q1/2019                       Q1/2018  Change%   
     
     Q1/2019    
     
     Q1/2018

                                                                                                                                          ---

                                                             NIS million                   US$ million
                                                                         (convenience translation)

                                                                                                   ---


            Total revenues                                          928                            933    (0.5)%            256             257

    ---


            Operating Income                                          9                             52   (82.7)%              2              14

    ---


            Net Income (Loss)                                   (16)(3)                              7       N/A            (4)              2

    ---


            Free cash flow                                           46                             84   (45.2)%             13              23

    ---


            Adjusted EBITDA                                      224(3)                         187(2)     19.8%             62              51

    ---


            Adjusted EBITDA, as percent of                        24.1%                         20.0%    20.5%
    total revenues

    ===



              
                Main Financial Data by Operating Segments:




                                                                                                        Cellular (*)                           Fixed-line (**)                             Consolidation
                                                                                                                                                                                            adjustments                             Consolidated results
                                                                                                                                                                                                  (***)




              
                NIS million                                                                     Q1'19                                   Q1'18                                     Change                                        Q1'19          Q1'18    Change     Q1'19     Q1'18     Q1'19     Q1'18      Change

                                                                                                                                                                                               %                                                                     %                                                   %




              Total revenues                                                                                    562                                        630                                     (10.8)%                                            409      343      19.2%      (43)      (40)       928        933       (0.5)%

    ---


              Service revenues                                                                                  404                                        437                                      (7.6)%                                            317      304       4.3%      (43)      (40)       678        701       (3.3)%

    ---


              Equipment revenues                                                                                158                                        193                                     (18.1)%                                             92       39     135.9%                           250        232         7.8%

    ---


              Adjusted EBITDA                                                                                   146                                     119(2)                                       22.7%                                             78       68      14.7%                           224     187(2)        19.8%

    ---


              Adjusted EBITDA, as percent of                                                                  26.0%                                     18.9%                                      37.6%                                          19.1%   19.8%    (3.5)%                         24.1%       20%       20.5%
    total revenues

    ===




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



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



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

Financial Review (first quarter of 2019 compared to first quarter of 2018):

Revenues for the first quarter of 2019 decreased 0.5% totaling NIS 928 million ($256 million), compared to NIS 933 million ($257 million) in the first quarter last year. The decrease in revenues is attributed to a 3.3% decrease in service revenues, which was partially offset by a 7.8% increase in equipment revenues.

Service revenues in the first quarter of 2019 totaled NIS 678 million ($187 million), a 3.3% decrease compared to NIS 701 million ($193 million) in the first quarter last year.

Service revenues in the cellular segment totaled NIS 404 million ($111 million) in the first quarter of 2019, a 7.6% decrease compared to NIS 437 million ($120 million) in the first quarter last year. This decrease resulted mainly from the ongoing erosion in the price of these services as a result of the competition in the cellular market.

Service revenues in the fixed-line segment totaled NIS 317 million ($87 million) in the first quarter of 2019, a 4.3% increase compared to NIS 304 million ($84 million) in the first quarter last year. This increase resulted mainly from an increase in revenues from internet and TV services.

Equipment revenues totaled NIS 250 million ($69 million) in the first quarter of 2019, a 7.8% increase compared to NIS 232 million ($64 million) in the first quarter last year. The increase resulted mainly from an increase in the amount of end user equipment sold in the fixed-line segment which was partially offset by a decrease in the amount of end user equipment sold in the cellular segment.

Cost of revenues totaled NIS 695 million ($191 million) in the first quarter of 2019, a 4.5% increase compared to NIS 665 million ($183 million) in the first quarter last year. The increase in cost of revenues resulted mainly from an increase in cost of equipment caused mainly by an increase in the quantity of end user equipment sold in the fixed-line segment. This increase was partially offset by a decrease in costs of end user equipment sold in cellular segment and from an increase in costs of TV services content and in costs related to internet services in the fixed-line segment.

Gross profit for the first quarter of 2019 totaled NIS 233 million ($65 million), a 13.1% decrease compared to NIS 268 million ($74 million) in the first quarter of 2018. Gross profit margin for the first quarter of 2019 amounted to 25.1%, down from 28.7% in the first quarter of 2018.

Selling, Marketing, General and Administrative Expenses ("SG&A Expenses") for the first quarter of 2019 increased 2.7% to NIS 229 million ($64 million), compared to NIS 223 million ($61 million) in the first quarter of 2018. This increase is primarily a result of an increase in amortization expenses of salaries and commissions expenses, which were capitalized as part of the customer acquisition costs, according to International Financial Reporting Standard 15 (IFRS 15). This increase was partially offset by a decrease in doubtful accounts expenses and welfare expenses.

Operating income for the first quarter of 2019 decreased 82.7% to NIS 9 million ($2 million) from NIS 52 million ($14 million) in the first quarter of 2018.

Adjusted EBITDA for the first quarter of 2019 increased 19.8% to NIS 224 million ($62 million), compared to NIS 187(2) million ($51 million) in the first quarter of 2018. Adjusted EBITDA as a percent of revenues for the first quarter of 2019 totaled 24.1%, up from 20.0% in the first quarter of 2018. The increase in Adjusted EBITDA is attributed to a 22.7% increase in the cellular segment Adjusted EBITDA, and a 14.7% increase in the fixed-line segment Adjusted EBITDA. The increase in Adjusted EBITDA resulted mainly from decrease in rent expenses in a total amount of NIS 63 million which were recognized as a right-of-use asset as a result of the initial implementation of IFRS 16 as of 1 January, 2019.

Cellular segment Adjusted EBITDA for the first quarter of 2019 totaled NIS 146 million ($40 million), compared to NIS 119(2) million ($33 million) in the first quarter last year, an increase of 22.7%, which resulted mainly from a decrease in rent expenses in a total amount of NIS 56 million which were recognized as a right-of-use asset as a result of the initial implementation of IFRS 16 as of 1 January, 2019. This increase was partially offset by a decrease in revenues from services, which resulted mainly from ongoing erosion in the price of these services as a result of the competition in the cellular market.

Fixed-line segment Adjusted EBITDA for the first quarter of 2019 totaled NIS 78 million ($21 million), compared to NIS 68 million ($19 million) in the first quarter last year, a 14.7% increase, which resulted mainly from a decrease in rent expenses in a total amount of NIS 7 million which were recognized as a right-of-use asset as a result of the initial implementation of IFRS 16 as of 1 January, 2019 and an increase in the amount of end user equipment sold in the fixed-line segment.

Financing expenses, net for the first quarter of 2019 decreased by 32.5% and totaled NIS 27 million ($7 million), compared to NIS 40(2) million ($11 million) in the first quarter of 2018. The decrease resulted mainly from profits in the Company's tradable investment portfolio due to a rise in the securities market in the first quarter of 2019. This decrease was partially offset by an increase in financing expenses as a result of the initial implementation of IFRS 16 as of 1 January, 2019.

Loss for the first quarter of 2019 totaled NIS 16(3) million ($4 million), compared to net income of NIS 7 million ($2 million) in the first quarter of 2018.

Basic loss per share for the first quarter of 2019 totaled NIS 0.14 ($0.04), compared to basic earnings per share of NIS 0.08 ($0.02) in the first quarter last year.

Operating Review




              
                Main Performance Indicators - Cellular segment:




                                                              Q1/2019       Q1/2018  Change (%)

                                                                                            ---

                Cellular
                subscribers
                at
                the
                end                                             2,853          2,822         1.1%
    of period
     (in
     thousands)

    ---

                Churn
                Rate
                for
                cellular                                        11.0%          9.5%       15.8%
    subscribers
     (in %)

    ---

                Monthly
                cellular
                ARPU
                (in
                NIS)                                             47.2           51.8       (8.9)%

    ---

Cellular subscriber base - at the end of the first quarter of 2019 the Company had approximately 2.853 million cellular subscribers. During the first quarter of 2019 the Company's cellular subscriber base increased by approximately 2 thousand net cellular subscribers.

Cellular Churn Rate for the first quarter of 2019 totaled to 11.0%, compared to 9.5% in the first quarter last year.

The monthly cellular Average Revenue per User ("ARPU") for the first quarter of 2019 totaled NIS 47.2 ($13.0), compared to NIS 51.8 ($14.3) in the first quarter last year. The decrease in ARPU resulted mainly from the ongoing erosion in the prices of cellular services.



              
                Main Performance Indicators - Fixed-line segment:




                                                                              Q1/2019 Q1/2018  Change (%)

                                                                                                      ---

                            Internet infrastructure
                             field -                                              278      235        18.3%
    subscribers (households) at the
    end of period (in thousands)

    ---

                            TV field - subscribers                                227      184        23.4%
    (households) at the end of

              period (in thousands)

    ===

In the first quarter of 2019, the Company's subscriber base in the internet infrastructure field increased by approximately 9 thousand net households, and the Company's subscriber base in the TV field increased by approximately 8 thousand net households.

Financing and Investment Review

Cash Flow

Free cash flow for the first quarter of 2019, totaled NIS 46 million ($13 million), compared to NIS 84 million ($23 million) in the first quarter of 2018, a 45.2% decrease. The decrease in free cash flow, resulted mainly from a decrease in receipts from customers due to a decrease in company's revenues from services and end user equipment, and higher cash capital expenditures in fixed assets mainly from fiber-optic network deployment. This decrease was partially offset by decrease in payments to end user equipment suppliers.

Total Equity

Total Equity as of March 31, 2019 amounted to NIS 1,661 million ($457 million) primarily consisting of undistributed accumulated retained earnings of the Company.

Cash Capital Expenditures in Fixed Assets and Intangible Assets and others

During the first quarter of 2019, the Company invested NIS 184 million ($51 million) in fixed assets and intangible assets and others (including, among others, investments in the Company's communications networks, fiber-optic network, information systems, software and TV set-top boxes and capitalization of part of the customer acquisition costs as a result of IFRS 15), compared to NIS 146 million ($40 million) in the first quarter 2018.

Dividend

On May 27, 2019, the Company's Board of Directors decided not to declare a cash dividend for the first quarter of 2019. In making its decision, the board of directors considered the Company's dividend policy and business status and decided not to distribute a cash dividend at this time, given the intensified competition and its adverse effect on the Company's results of operations, and in order to strengthen the Company's balance sheet. The board of directors will re-evaluate its decision in future quarters. No future dividend declaration is guaranteed and is subject to the Company's board of directors' sole discretion, as detailed in the Company's annual report for the year ended December 31, 2018 on Form 20-F dated March 18, 2019, or the 2018 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 March 31, 2019, see "Disclosure for Debenture Holders" section in this press release.

In accordance with the company's deferred loan agreement with an Israeli bank from June 2017, in March 2019, the loan in an amount of NIS 150 million was provided to the Company.

For information regarding the Company's material loans as of March 31, 2019, 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 March 31, 2019, see "Disclosure for Debenture Holders" section in this press release.

Other developments during the first quarter of 2019 and subsequent to the end of the reporting period

Collective Employment Agreement

In May 2019, following the previously announced labor dispute in the Company relating to the Company's intention to take streamlining measures and negotiations of a new collective employment agreement, the Company, the employees' representatives and the Histadrut, the union representing the Company's employees, entered a collective employment agreement, or the New Agreement, amending its collective employment agreement (for the years 2018-2020) entered in 2018, or the 2018 Agreement, under which: salary increase for 2019 will be annulled; the salary increase for 2020 will be postponed for at least 15 months and until a certain condition is met; the employees' welfare budget will be reduced; and the Company will grant entitled employees options and RSUs and RSUs to a non-profit organization for the employees, subject to all approvals and procedures required by law. The New Agreement further includes certain arrangements relating to the Company and employees' representatives relations and also includes the termination of the previously announced labor dispute. The New Agreement is expected to decrease the Company's costs related to the New Agreement, in comparison with the Company's costs related to the 2018 Agreement and is expected to have an accumulated positive effect (which effect does not take into account the non-cash expense the Company will incur for the equity grants) of approximately NIS 54 million on the Company's Adjusted EBITDA for the duration of the Agreement (2019-2020), in comparison with the effect that the 2018 Agreement was expected to have on the Company's Adjusted EBITDA for 2019 - 2020. Said forward-looking statements, relating to the potential benefits from the new collective employment agreement on the company's Adjusted EBITDA, are subject to uncertainties and assumptions about future employment developments and the Israeli telecommunication regulation and market condition.

For additional details see the Company's 2018 Annual Report under "Item 3. Key Information - D. Risk Factors - Risks Related to our Business - The unionizing of our employees may impede necessary organizational and personnel changes, result in increased costs or disruption to our operation" and Item 6. Directors, senior management and employees - D. Employees".

Share Incentive Plan

In May 2019, the Company's board of directors resolved to grant employees of the Company (who are not office holders or directors) and a non-profit organization for the employees a total amount of 2,923,476 options at an exercise price of NIS 15.66 and 1,014,517 RSUs. The grant will be carried out after the fulfilment of all approvals and procedures required by law. The options and RSUs granted to the employees will be vested in four equal installments on each of the first, second, third and fourth anniversary of the date of grant and the RSUs granted to the non-profit organization will be vested in two equal installments on each of the first and second anniversary of the date of grant. The options of the first installment may be exercised within 18 months from their vesting, and the options of the second, third and fourth installments may be exercised with 12 months from their vesting. For additional details see the Company's 2018 Annual Report under "- Item E. Share Ownership - Share Incentive Plan".

Early Repayment of Bank Loan

In April 2019, the Company made an early repayment of a loan under the Company's August 2015 loan agreement with an Israeli bank, provided to the Company in December 2016, in an outstanding principal amount of NIS 112 million (in addition to outstanding accumulated interest until date of repayment). The bank's loan from 2015 was one of the Company's more expensive and shorter duration debt and its early repayment will reduce the Company's leverage and save an accumulated amount of approximately NIS 9 million of interest expenses. For additional details regarding the Company's existing debentures and existing loan agreements, including the terms of the repaid bank's August 2015 loan and the bank's outstanding loan provided in March 2019 (according to the June 2017 loan agreement), see the Company's 2018 Annual Report under "Item 5B. Liquidity and Capital Resources - Debt Service - Public Debentures" and "-Other Credit Facilities".

Collaboration Agreement with Netflix

In May 2019, the Company announced a collaboration agreement with Netflix International B.V., the world's leading internet entertainment provider, for the distribution of Netflix's services in Israel, including through direct access to the Netflix services from the Cellcom tv platform.

Change in Independent Auditors

In March 2019, Somekh Chaikin did not stand for re-election as the Company's joint independent registered public accounting firm and Keselman & Keselman, a member of PricewaterhouseCoopers International Limited independent, was appointed by the Company's general meeting of shareholders, or the Meeting, as the independent auditor of the Company until the Company's next annual general meeting. For more information see the Company's proxy statement relating to the Meeting, filed on form 6-K dated February 14, 2019 and the Company's current report on Form 6-K dated April 1, 2019.

Changes in Directors and Management

In March 2019, Mr. Joseph Barnea and Ms. Ronit Baytel (external directors) and Mr. Shlomo Waxe (independent director) did not stand for reelection as directors and the Meeting appointed Mr. Gustavo Traiber (independent director), Ms. Varda Liberman and Mr. Shmuel Hauzer (external directors) as members of the board of directors of the Company. For more information see the Company's proxy statement relating to the Meeting, filed on form 6-K dated February 14, 2019 and the Company's current report on Form 6-K dated April 1, 2019. In May 2019, following Mr. Yaniv Gruenwald's resignation form his position as the Company's vice president of television and content in March 2019, the Company's board of directors has nominated Mr. Rafi Shauli as the Company's vice president of television and content, effective June 1, 2019.

Rafi Shauli has served as head of the Company's private customers marketing department in the marketing division from 2012. From 2008 to 2011, he served as director of products and business development in the marketing division of Yes and from 2011 to 2012 as director of products and business development in the marketing division of Bezeq. From 2005 to 2008, Mr. Shauli served as director of communications solutions for businesses in marketing department 013 Netvision. Mr. Shauli holds a B.A. in economics and statistics from the Hebrew university of Jerusalem.

Conference Call Details

The Company will be hosting a conference call regarding its results for the first quarter of 2019 on Tuesday, May 28, 2019 at 09:00 am ET, 06:00 am PT, 2:00 UK time, 16:00 Israel time. On the call, management will review and discuss the results, and will be available to answer questions. To participate, please either access the live webcast on the Company's website, or call one of the following teleconferencing numbers below. Please begin placing your calls at least 10 minutes before the conference call commences. If you are unable to connect using the toll-free numbers, please try the international dial-in number.

US Dial-in Number: 1 866 860 9642
UK Dial-in Number: 0 800 051 8913
Israel Dial-in Number: 03 918 0687
International Dial-in Number: +972 3 918 0687
at: 09:00 am Eastern Time; 06:00 am Pacific Time; 14:00 UK Time; 16:00 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 2.853 million cellular subscribers (as at March 31, 2019) 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, 2018.

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 3.632 = US$ 1 as published by the Bank of Israel for March 31, 2019.

Voluntary change in accounting policy - In 2019, the management has updated the accounting policy as follows: revenues from long-term credit arrangements (for more than 12 monthly payments) are recognized on the basis of the present value of future cash flows, discounted according to market interest rates at the time of the transaction. The difference between the original credit and its present value over the credit period, is recorded from 2019 as other income (previously was recorded as interest income). The application of the change in the new accounting policy was applied retrospectively. Therefore, the change's influence of the first quarter of 2018 was an increase of other income in approximately NIS 7 million, and as a result, an increase of approximately NIS 7 million in adjusted EBITDA and on the other hand, a decrease of approximately NIS 7 million in financing income.

Use of non-IFRS financial measures

Adjusted 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. Adjusted 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. Adjusted 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, Adjusted 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 Adjusted 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 given by 2017, 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 its deposits, and from 2019, with the initial application of IFRS 16, lease payments are also deducted which are presented in financing activity. See "Reconciliation of Non-IFRS Measures" below.

Financial Tables Follow


                                                                                                        
       
              Cellcom Israel Ltd.


                                                                                                          
       (An Israeli Corporation)





              
                Condensed Consolidated Interim Statements of Financial Position (Unaudited)

    ---



                                                                                                                                                                
       
          Convenience


                                                                                                                                                                
       
          translation


                                                                                                                                                                        into US dollar


                                                                                                                                                                  
       
          (Note 2D)


                                                                                                                   March 31,                   March 31,          
       
          March 31,                December 31,


                                                                                                                        2018                         2019                           2019                         2018



                                                                                                                NIS millions                       US$ millions                          NIS millions



                                                                                                                (Unaudited)                
     
          (Unaudited)                             (Audited)






              
                Assets



              Cash and cash equivalents                                                                                 593                        1,031                            284                        1,202



              Current investments, including derivatives                                                                361                          410                            113                          404



              Trade receivables                                                                                       1,276                        1,176                            324                        1,152



              Current tax assets                                                                                          3                           10                              3                           11



              Other receivables                                                                                          82                           74                             20                           84



              Inventory                                                                                                  69                           85                             23                           94






              
                Total current assets                                                                       2,384                        2,786                            767                        2,947






              Trade and other receivables                                                                               881                          853                            235                          852



              Property, plant and equipment, net                                                                      1,588                        1,647                            453                        1,652



              Intangible assets and others, net                                                                       1,271                        1,305                            359                        1,298



              Right-of-use assets, net and Investment property                                                                                      771                            212



              Deferred tax assets                                                                                         1






              
                Total non- current assets                                                                  3,741                        4,576                          1,259                        3,802






              
                Total assets                                                                               6,125                        7,362                          2,026                        6,749






              
                Liabilities



              Current maturities of debentures and of loans from                                                        565                          618                            170                          620
    financial institutions



              Current maturities of lease liabilities                                                                                               217                             60



              Trade payables and accrued expenses                                                                       674                          744                            205                          696



              Provisions                                                                                                 94                          108                             29                          105



              Other payables, including derivatives                                                                     255                          228                             63                          257






              
                Total current liabilities                                                                  1,588                        1,915                            527                        1,678






              Long-term loans from financial institutions                                                               462                          400                            110                          334



              Debentures                                                                                              2,487                        2,692                            741                        2,911



              Long-term lease liabilities                                                                                                           560                            154



              Provisions                                                                                                 21                           20                              6                           20



              Other long-term liabilities                                                                                18                            5                              1                           16



              Liability for employee rights upon retirement, net                                                         15                           14                              4                           14



              Deferred tax liabilities                                                                                  120                           95                             26                           99






              
                Total non- current liabilities                                                             3,123                        3,786                          1,042                        3,394






              
                Total liabilities                                                                          4,711                        5,701                          1,569                        5,072






              
                Equity attributable to owners of the Company



              Share capital                                                                                               1                            1                                                          1



              Share premium                                                                                                                         325                             89                          325



              Receipts on account of share options                                                                                                   10                              3                           10



              Retained earnings                                                                                       1,409                        1,323                            364                        1,339





              
                Non-controlling interest                                                                       4                            2                              1                            2






              
                Total equity                                                                               1,414                        1,661                            457                        1,677






              
                Total liabilities and equity                                                               6,125                        7,362                          2,026                        6,749


                                                                                                                  
              
                Cellcom Israel Ltd


                                                                                                                     
              .(An Israeli Corporation)





              
                Condensed Consolidated Interim Statements of Income (Unaudited)

    ---



                                                                                                                                                                                   
          
            Convenience


                                                                                                                                                                                   
          
            translation


                                                                                                                                                                                                into US dollar


                                                                                                                                                                                     
          
            (Note 2D)


                                                                                                                            Three-month                
           
        Three- month    
          
            Year ended
                                                                                                                 period ended                                       period ended                  December 31,
                                                                                                                   March 31,                                           March 31,



                                                                                                                                    2018                     
        
             2019*      
          
               2019*          2018



                                                                                                                            NIS millions                
           
        US$millions  
          
            NIS millions



                                                                                                                            (Unaudited)                 
           
        (Unaudited)     
          
            (Audited)






              Revenues                                                                                                              933                                      928                            256          3,688



              Cost of revenues                                                                                                    (665)                                   (695)                         (191)       (2,661)






              
                Gross profit                                                                                             268                                      233                             65          1,027





              Selling and marketing expenses                                                                                      (132)                                   (158)                          (44)         (567)



              General and administrative expenses                                                                                  (91)                                    (71)                          (20)         (360)



              Other income, net                                                                                           
              7*                                       5                              1   
             1*






              
                Operating profit                                                                                          52                                        9                              2            101





              Financing income                                                                                            
              4*                                      18                              5  
             19*



              Financing expenses                                                                                                   (44)                                    (45)                          (12)         (190)




              Financing expenses, net                                                                                              (40)                                    (27)                           (7)         (171)





              
                Profit (loss) before taxes on income                                                                      12                                     (18)                           (5)          (70)





              Tax benefit (taxes on income)                                                                                         (5)                                       2                              1              6




              
                Profit (loss) for the period                                                                               7                                     (16)                           (4)          (64)




              
                Attributable to:



              Owners of the Company                                                                                                   7                                     (16)                           (4)          (62)



              Non-controlling interests                                                                                                                                                                                 (2)




              
                Profit (loss) for the period                                                                               7                                     (16)                           (4)          (64)






              
                Earnings (loss) per share



              Basic earnings (loss) per share (in NIS)                                                                             0.08                                   (0.14)                        (0.04)        (0.58)






              Diluted earnings (loss) per share (in NIS)                                                                           0.08                                   (0.14)                        (0.04)        (0.58)






              Weighted-average number of shares used                                                                        101,044,557                              116,196,729                    116,196,729    107,499,543
    in the calculation of basic earnings (loss)
    per share (in shares)






              Weighted-average number of shares used                                                                        101,141,836                              116,196,729                    116,196,729    107,499,543
    in the calculation of diluted earnings (loss)
    per share (in shares)






              *Reclassified - Please see "Voluntary change in accounting policy" section in this press release.


                                                                                            
              
                Cellcom Israel Ltd.


                                                                                                
              (An Israeli Corporation)





       
                Condensed Consolidated Interim Statements of Cash Flows (Unaudited)

    ---



                                                                                                                                           
       
          Convenience


                                                                                                                                           
       
          translation


                                                                                                                                                   into US dollar


                                                                                                                                             
       
          (Note 2D)


                                                                            Three-month                                        Three- month                                   Year ended
                                                                 period ended                                          period ended                                 December 31,
                                                                  March 31,                                               March 31,





                                                                                    2018                              2019                                     2019                              2018



                                                                            NIS millions               
              
                US$millions                                 NIS millions



                                                                            (Unaudited)                
              
                (Unaudited)                                    (Audited)





                     Cash flows from operating
                      activities


        Profit (loss) for the period                                                   7                              (16)                                     (4)                             (64)


                     Adjustments for:


        Depreciation and
         amortization                                                                133                               214                                       59                               584


        Share based payments                                                           2                                                                                                          2


        Income tax expense (tax
         benefit)                                                                      5                               (2)                                     (1)                              (6)


        Financing expenses, net                                           
              40*                               27                                        7                         
        171*




                     Changes in operating assets
                      and liabilities:


        Change in inventory                                                            1                                 9                                        2                              (24)


        Change in trade receivables
         (including long-term
         amounts)                                                          
              8*                             (16)                                     (4)                        
        166*


        Change in other receivables
         (including long-term
         amounts)                                                                      9                                13                                        4                              (21)


        Change in trade payables,
         accrued expenses and
         provisions                                                                   31                                83                                       23                              (26)


        Change in other liabilities
         (including long-term
         amounts)                                                                      5                               (5)                                     (1)                               11


        Payments for derivative
         hedging contracts, net                                                      (2)                              (1)



       Income tax paid                                                              (9)                              (3)                                     (1)                             (23)



                     Net cash from operating
                      activities                                                     230                               303                                       84                               770





                     Cash flows from investing
                      activities


        Acquisition of property,
         plant, and equipment                                                       (99)                            (127)                                    (35)                            (356)


        Additions to intangible
         assets and others                                                          (47)                             (57)                                    (16)                            (237)


        Change in current
         investments, net                                                            (1)                                2                                        1                              (56)


        Proceeds from sale of
         property, plant and
         equipment                                                                                                                                                                               1



       Interest received                                                              4                                 4                                        1                                14


        Receipts from other
         derivative contracts, net                                                                                      1                                                                         3


                     Net cash used in investing
                      activities                                                   (143)                            (177)                                    (49)                            (631)






       *Reclassified -  Please see "Voluntary change in accounting policy" section in this press release.


                                                                                                      
        
              Cellcom Israel Ltd.


                                                                                                         
       (An Israeli Corporation)





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

    ---





                                                                                                                                         
     
        Convenience


                                                                                                                                         
     
        translation


                                                                                                                                             into US dollar


                                                                                 Three-month                                Three- month                        
       
              Year ended
                                                                      period ended                                   period ended                                     December 31,
                                                                       March 31,                                        March 31,





                                                                                         2018                       2019                                 2019                                 2018



                                                                                 NIS millions                               US$ millions                      
       
              NIS millions





                            Cash flows from financing
                             activities


               Payments for derivative
                contracts, net                                                                                                                                                             (15)


               Receipt of long-term
                loans from financial
                institutions                                                                                        150                                   41


               Repayment of debentures                                                  (362)                     (308)                                (85)                               (556)


               Proceeds from issuance of
                debentures, net of
                issuance costs                                                            396                                                                                                997



              Lease payments                                                                                      (74)                                (20)





                            Net cash from (used in)
                             financing activities                                          34                      (232)                                (64)                                 426





                            Changes in cash and cash
                             equivalents                                                   66                      (171)                                (47)                                 676




                            Cash and cash equivalents
                             as at the beginning of
                             the period                                                   527                      1,202                                  331                                  527


                            Effects of exchange rate
                             changes on cash and cash                                                                                                                                       (1)
    equivalents




                            Cash and cash equivalents
                             as at the end of the
                             period                                                       593                      1,031                                  284                                1,202


                            
              
                Cellcom Israel Ltd


                               
               (An Israeli Corporation)





       
                Reconciliation for Non-IFRS Measures

    ---




       
                
                  Adjusted EBITDA





       The following is a reconciliation of net income to Adjusted EBITDA:






                                                         Three-month period ended                                  Year ended

                                                         March 31,                                  December 31,

                                                                            ---

                                    2018       2019             
              
              Convenience                                2018

                                                            
              
              translation

                                                                                        into US dollar

                                                                                                  2019

                                                                                                                                ---

                                                         NIS millions                                  US$ millions                    NIS millions

                                                                                                                              ---

        Net income (loss)              7       (16)                                                   (4)                       (64)


        Taxes on income
         (tax benefit)                 5        (2)                                                   (1)                        (6)


        Financing income             (4)      (18)                                                   (5)                       (19)


        Financing
         expenses                     44         45                                                     12                         190


        Other income                             1                                                      1                           -


        Depreciation and
         amortization                133        214                                                     59                         584


        Share based
         payments                      2                                                                                           2

                                                                                                                                ---

        Adjusted EBITDA              187        224                                                     62                         687

                                                                                                                                ===



              
                
                  Free cash flow





              The following table shows the calculation of free cash flow:




                                                              Three-month period ended                                    Year ended

                                                              March 31,                                    December 31,

                                                                                 ---

                                         2018       2019             
              
                Convenience                                2018

                                                                 
              
                translation

                                                                                               into US dollar

                                                                                                         2019

                                                                                                                                       ---

                                                              NIS millions                                    US$ millions                    NIS millions

                                                                                                                                     ---

               Cash flows from
                operating                 230        229                                                       64                         769
     activities(*)


               Cash flows from
                investing
                activities              (143)     (177)                                                    (49)                      (631)


               Purchase (Sale)
                of tradable               (3)       (6)                                                     (2)                         43
     debentures and deposits
      (**)

                                                                                                                                       ---

               Free cash flow              84         46                                                       13                         181

                                                                                                                                       ===



               (*)  Including the effects of exchange rate fluctuations in cash and cash equivalents and as of January 1, 2019, the
                initial application of IFRS 16, including lease payments in a total amount of NIS 74 million.



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


                                                                           
            
               Cellcom Israel Ltd.


                                                                             
             (An Israeli Corporation)





       
                
                  Key financial and operating indicators

    ---




       
                NIS millions unless otherwise stated                      Q1-2018                          Q2-2018  Q3-2018   Q4-2018    Q1-2019     FY-2018

    ---                                                                                                                                                       ---




       Cellular service revenues                                                  437                               434       443        416         404        1,730



       Fixed-line service revenues                                                304                               300       310        301         317        1,215





       Cellular equipment revenues                                                193                               157       146        159         158          655



       Fixed-line equipment revenues                                               39                                76        52         82          92          249





       Consolidation adjustments                                                 (40)                             (40)     (41)      (40)       (43)       (161)

    ---


       
                Total revenues                                                933                               927       910        918         928        3,688





       Cellular adjusted EBITDA                                                   119                                78       118        103         146          418



       Fixed-line adjusted EBITDA                                                  68                                62        73         66          78          269

    ---


       
                Total adjusted EBITDA                                         187                               140       191        169         224          687





       
                Operating profit (loss)                                        52                               (5)       40         14           9          101



       Financing expenses, net                                                     40                                43        37         51          27          171



       
                Profit (loss) for the period                                    7                              (37)        1       (35)       (16)        (64)





       
                Free cash flow                                                 84                                56        34          7          46          181





       Cellular subscribers at the end of period (in 000's)                     2,822                             2,809     2,825      2,851       2,853        2,851



       Monthly cellular ARPU (in NIS)                                            51.8                              51.8      52.5       49.0        47.2         51.3



       Churn rate for cellular subscribers (%)                                  9.5%                            12.6%    10.0%     11.1%      11.0%       43.2%


                                                                                                                                 
              
                Cellcom Israel Ltd.





         
                
            Disclosure for debenture holders as of March 31, 2019

    ---




         
                
            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 31.03.2019                                                    As of 27.05.2019                    
              Interest              Principal Repayment
                                                                         Issuance                                                                                                                                                                       Dates               
              Interest           
      Linkage       
              Trustee
                                                                                                                                                                                                          Rate                                                   
             Repayment
                                                                                                                                                                                                          (fixed)                                                Dates (3)                                       
            Contact Details





    ---                                                                                                                                                                                                                                                                                                                                                                                 ---

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

    ---                                                                                                                                                                                                                                                          ---

          F (4)(5)(6)**                
              20/03/12        714.802         214.441         221.601            2.372         223.973         232.282         214.441         223.218                              4.60%   
              05.01.17   
              05.01.20             
             January-5            Linked to CPI   
              Strauss Lazar Trust Company (1992) Ltd.
                                                                                                                                                                                                                                                                            and July-5                                     Ori Lazar. 17 Yizhak Sadeh St.,
                                                                                                                                                                                                                                                                                                                           Tel Aviv. Tel: 03- 6237777.

    ---                                                                                                                                                                                                                                                                                                                                                                                     ---

          H (4)(5)(7)**                
              08/07/14        949.624         835.669         779.577            3.857         783.434         845.279         835.669         843.089                              1.98%   
              05.07.18   
              05.07.24             
             January-5            Linked to CPI   
              Mishmeret Trust Company Ltd.
                         03/02/15*                                                                                                                                                                                                                                            and July-5                                     Rami Sebty. 48 Menachem Begin Rd.
                         11/02/15*                                                                                                                                                                                                                                                                                           Tel Aviv. Tel: 03-6374355.

    ---                                                                                                                                                                                                                                                                                                                                                                                     ---

          I (4)(5)(7)**                
              08/07/14        804.010         723.609         701.924            6.976         708.900         746.330         723.609         723.609                              4.14%   
              05.07.18   
              05.07.25             
             January-5   
            Not linked      
              Mishmeret Trust Company Ltd.
                         03/02/15*                                                                                                                                                                                                                                            and July-5                                     Rami Sebty. 48 Menachem Begin Rd.
                         11/02/15*                                                                                                                                                                                                                                                                                           Tel Aviv. Tel: 03-6374355.
                         28/03/16*

    ---                                                                                                                                                                                                                                                                                                                                                                                     ---

          J (4)(5)                     
              25/09/16        103.267         103.267         103.448            0.594         104.042         103.246         103.267         105.024                              2.45%   
              05.07.21   
              05.07.26             
             January-5            Linked to CPI   
              Mishmeret Trust Company Ltd.
                                                                                                                                                                                                                                                                            and July-5                                     Rami Sebty. 48 Menachem Begin Rd.
                                                                                                                                                                                                                                                                                                                           Tel Aviv. Tel: 03-6374355.

    ---                                                                                                                                                                                                                                                                                                                                                                                     ---

          K (4)(5)**                   
              25/09/16        710.634         710.634         705.075            5.875         710.950         689.031         710.634         710.634                              3.55%   
              05.07.21   
              05.07.26             
             January-5   
            Not linked      
              Mishmeret Trust Company Ltd.
                         01/07/18*                                                                                                                                                                                                                                            and July-5                                     Rami Sebty. 48 Menachem Begin Rd.
                         10/12/18*                                                                                                                                                                                                                                                                                           Tel Aviv. Tel: 03-6374355.

    ---                                                                                                                                                                                                                                                                                                                                                                                     ---

          L(4)(5)**                    
              24/01/18        613.937         613.937         586.699            3.574         590.273         533.695         613.937         613.937                              2.50%   
              05.01.23   
              05.01.28             
             January-5   
            Not linked      
              Strauss Lazar Trust Company (1992) Ltd.
                         10/12/18*                                                                                                                                                                                                                                                                                           Ori Lazar. 17 Yizhak Sadeh St.,
                                                                                                                                                                                                                                                                                                                           Tel Aviv. Tel: 03- 6237777.

    ---                                                                                                                                                                                                                                                                                                                                                                                     ---


         Total                                               3,896.274       3,201.557       3,098.324           23.248       3,121.572       3,149.863       3,201.557       3,219.511

    ---

Comments:

(1) For a summary of the terms of the Company's outstanding debentures see the Company's 2018 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 March 31, 2019 the net leverage (net debt to Adjusted EBITDA*** excluding one-time events ratio- see definition in the reference above to the Company's 2018 Annual Report (The definition of Adjusted EBITDA is identical to the definition of EBITDA (which the Company used in previous periods)) was 3.14. In the reporting period, no cause for early repayment occurred. (2) Including interest accumulated in the books. (3) Semi-annual payments other than regarding Series L. (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, 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 March 31, 2019, debentures Series 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.

(***) The definition of net leverage refers to Adjusted EBITDA for a period of 12 consecutive months. Accordingly, the net leverage ratio above includes the effects of the new standard IFRS 16 (applied by the Company as of January 1, 2019) only for the first quarter of 2019. For details of the effects of IFRS 16 on the Company's results see footnote 3 on page 1 of this press release and note 3 to the Company's financial statement for the period ended on March 31, 2019, included elsewhere in this report.



       
                Cellcom Israel Ltd.



       
                
                  Disclosure for debenture holders as of March 31, 2019 (cont`d)

    ---


       
                
                  Debentures Rating Details*

    ---



                                  Rating assigned upon                 Recent date of rating as of              Additional ratings
                                                                                                                                                   issuance of the Series               27.05.2019                              between original
                                                                                                                                                                                                                                issuance and the recent
                                                                                                                                                                                                                                date of rating as of
        Series       
              Rating Company                       Rating as of 31.03.2019 (1)              Rating as of 27.5.2019                                                                                            27.05.2019 (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,
                                                                                                                                                                                                                                      08/2018, 12/2018,
        F            
              S&P Maalot                
              A+                            
              A+                       
              AA                                            
              03/2019                              03/2019 
     AA,AA-,A+ (2)

    ---                                                                                                                                                                                                                                                                 ---

                                           06/2014, 08/2014,
                                                                                                                                                                                                                                      01/2015, 09/2015,
                                                                                                                                                                                                                                      03/2016, 08/2016,
                                                                                                                                                                                                                                      06/2017, 01/2018,
                                                                                                                                                                                                                                      06/2018, 08/2018,
        H            
              S&P Maalot                
              A+                            
              A+                       
              A+                                            
              03/2019                     12/2018, 03/2019 
     A+ (2)

    ---                                                                                                                                                                                                                                                                 ---

                                           06/2014, 08/2014,
                                                                                                                                                                                                                                      01/2015, 09/2015,
                                                                                                                                                                                                                                      03/2016, 08/2016,
                                                                                                                                                                                                                                      06/2017, 01/2018,
                                                                                                                                                                                                                                      06/2018, 08/2018,
        I            
              S&P Maalot                
              A+                            
              A+                       
              A+                                            
              03/2019                     12/2018, 03/2019 
     A+ (2)

    ---                                                                                                                                                                                                                                                                 ---

        J            
              S&P Maalot                
              A+                            
              A+                       
              A+                                            
              03/2019                    08/2016, 06/2017,
                                                                                                                                                                                                                                      01/2018, 06/2018,
                                                                                                                                                                                                                                      08/2018, 12/2018,
                                                                                                                                                                                                                                                03/2019 
     A+ (2)

    ---                                                                                                                                                                                                                                                                 ---

        K            
              S&P Maalot                
              A+                            
              A+                       
              A+                                            
              03/2019                    08/2016, 06/2017,
                                                                                                                                                                                                                                      01/2018, 06/2018,
                                                                                                                                                                                                                                      08/2018, 12/2018,
                                                                                                                                                                                                                                                03/2019 
     A+ (2)

    ---                                                                                                                                                                                                                                                                 ---

        L            
              S&P Maalot                
              A+                            
              A+                       
              A+                                            
              03/2019                    01/2018, 06/2018,
                                                                                                                                                                                                                                      08/2018, 12/2018,
                                                                                                                                                                                                                                                03/2019 
     A+ (2)

    ---                                                                                                                                                                                                                                                                 ---




       (1)       In March 2019, S&P Maalot updated the Company's rating outlook from an "ilA+/stable" to an "ilA+/negative".


        (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 outlook 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, August 2018 and December 2018, S&P Maalot affirmed the Company's rating of "ilA+/stable". In March 2019, S&P Maalot updated the Company's rating outlook from an "ilA+/stable"
         to an "ilA+/negative". For details regarding the rating of the debentures see the S&P Maalot report dated March 19, 2019, included in the Company's Shelf offering Report filled in the Israeli
         Securities Authority website ('MAGNA") on March 19, 2019.




                     * 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 Date              Principal Amount as of              Interest Rate (nominal)           Principal Repayment
                                                                               31.03.2019                                                 Dates (annual
                                                                                                                                            payments)            
              Interest Repayment Dates (semi-annual payments)                          
      Linkage

    ---                                                                                                                                                                                                                                                       ---

        From                           
              To

    ---

        Loan from
         financial
         institution
         (2)(3)(4)(5)(6)                      
              06/2016           150         4.60%   
              30.06.18                  
           30.06.21              
              June-30                                                                  
      Not linked

                                                                                                                                                               
              and December-31, commencing December 31, 2016 through June 30, 2021

    ---                                                                                                                                                                                                                                                         ---

        Loan from
         bank(2)(3)(4)(5)(6)(7)               
              12/2016           112         4.90%   
              30.06.18                  
           30.06.22              
              June-30 and December 30, commencing June 30, 2017 through June 30, 2022  
      Not linked

    ---                                                                                                                                                                                                                                                         ---

        Loan from
         financial
         institution(2)(3)(4)(5)(6)           
              06/2017           200         5.10%   
              30.06.19                  
           30.06.22              
              June-30                                                                  
      Not linked

                                                                                                                                                               
              and December-31, commencing December 31, 2017 through June 30, 2022

    ---                                                                                                                                                                                                                                                         ---

        Loan from
         bank(2)(3)(4)(5)(6)                  
              03/2019           150         4.00%   
              30.03.21                  
           30.03.24              
              March-31                                                                 
      Not linked

                                                                                                                                                               
              and September-30, commencing September 30, 2019 through March 31, 2024

    ---                                                                                                                                                                                                                                                         ---


       Total                                                            612

    ---

Comments:

(1) For a summary of the terms of the Company's loan agreements see the Company's 2018 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 March 31, 2019 the net leverage (net debt to Adjusted EBITDA* excluding one-time events ratio- see definition in the reference above to the Company's 2018 Annual Report (The definition of Adjusted EBITDA is identical to the definition of EBITDA (which the Company used in previous periods)) was 3.14. (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 April 2019, after the end of the reporting period, the Company made early repayment of the loan in an outstanding amount of NIS 112 million (in addition to outstanding accumulated interest until date of repayment).

(*) The definition of net leverage refers to Adjusted EBITDA for a period of 12 consecutive months. Accordingly, the net leverage ratio above includes the effects of the new standard IFRS 16 (applied by the Company as of January 1, 2019) only for the first quarter of 2019. For details of the effects of IFRS 16 on the Company's results see footnote 3 on page 1 of this press release and note 3 to the Company's financial statement for the period ended on Mach 31, 2019, included elsewhere in this report.

Cellcom Israel Ltd.

Summary of Financial Undertakings (according to repayment dates) as of March 31, 2019

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        335,506    80,399                                                              96,896

    ---

            Second
             year        114,056    80,399                                                              81,123

    ---

            Third
             year        167,700   218,579                                                              72,420

    ---

            Fourth
             year        167,700   310,629                                                              60,603

    ---

            Fifth
             year
             and on      377,068 1,354,054                                                             109,880

    ---

            Total      1,162,030 2,044,060                                                             420,922

    ---

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                                     14,655

    ---

        Second
         year                                      100,000                                      9,812

    ---

        Third
         year                                      100,000                                      4,955

    ---

        Fourth
         year                                       50,000                                      1,264

    ---

        Fifth
         year
         and on

    ---

        Total                                      350,000                                     30,686

    ---

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
         CPI    ILS not linked to CPI                 Euro   Dollar                      Other

    ---

        First
         year                                       28,000                                      4,800

    ---

        Second
         year                                       28,000                                      3,430

    ---

        Third
         year                                       28,000                                      2,056

    ---

        Fourth
         year                                       28,000                                        684

    ---

        Fifth
         year
         and on

    ---

        Total                                      112,000                                     10,970

    ---

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 March 31, 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 CPI                       ILS not linked to CPI  Euro                           Dollar         Other

    ---

        First
         year        335,506   292,399                                                             119,093

    ---

        Second
         year        114,056   217,899                                                              96,926

    ---

        Third
         year        167,700   356,079                                                              81,876

    ---

        Fourth
         year        167,700   398,129                                                              64,867

    ---

        Fifth
         year
         and on      377,068 1,391,554                                                             111,382

    ---

        Total      1,162,030 2,656,060                                                             474,144

    ---

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    ILS not linked to
         linked  CPI
         to
         CPI                                     Euro    Dollar                      Other

    ---

         First
         year                                       2                                      144

    ---

         Second
         year                                       2                                      144

    ---

         Third
         year                   3                  578                                      134

    ---

         Fourth
         year                   3                  618                                      113

    ---

         Fifth
         year
         and
         on                    16                2,920                                      223

    ---

        Total                  22                4,120                                      758

    ---

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.

References:

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

(2) Reclassified - Adjusted EBITDA before reclassification totaled NIS 180 million. Please see "Voluntary change in accounting policy" section in this press release.

(3) As of January 1, 2019 the Company is applying International Financial Reporting Standard IFRS 16, Leases. The effects of applying the standard in the first quarter of 2019 amounted to an increase of NIS 63 million in Adjusted EBITDA, an increase of NIS 74 million in Cash flows from operating activities and an increase of NIS 4 million in the loss.


                                Company Contact                                       Investor Relations Contact


       Shlomi Fruhling                                 
     Ehud Helft


       Chief Financial Officer                         
     GK Investor & Public Relations

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


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

    ---

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SOURCE Cellcom Israel Ltd.