Cellcom Israel Announces First Quarter 2020 Results

NETANYA, Israel, May 21, 2020 /PRNewswire/ --

First Quarter 2020 Highlights (compared to first quarter of 2019):

    --  Total Revenues totaled NIS 892 million ($250 million) compared to NIS
        928 million ($260 million) in the first quarter last year, a decrease of
        3.9%
    --  Service revenues totaled NIS 682 million ($191 million) compared to NIS
        678 million ($190 million) in the first quarter last year, an increase
        of 0.6%
    --  Operating income totaled NIS 18 million ($5 million) compared to NIS 9
        million ($3 million) in the first quarter last year, an increase of 100%
    --  Loss totaled NIS 43 million ($12 million) compared to NIS 16 million ($4
        million) in the first quarter last year, an increase of 169%
    --  Adjusted EBITDA(1) totaled NIS 244 million ($68 million) compared to NIS
        224 million ($63 million) in the first quarter last year, an increase of
        8.9%
    --  Net cash flow from operating activities totaled NIS 240 million ($67
        million) compared to NIS 303 million ($85 million) in the first quarter
        last year, a decrease of 20.8%
    --  Free cash flow(1) totaled NIS 57 million ($16 million) compared to NIS
        46 million ($13 million) in the first quarter last year, an increase of
        23.9%

([1]) (Please see "Use of Non-IFRS financial measures" section in this press release.)
([2]) (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 2020 and the first quarter of 2019 amounted to an increase of NIS 66 million and NIS 63 million in Adjusted EBITDA respectively, an increase of NIS 75 million and NIS 74 million in Cash flows from operating activities respectively.)

Avi Gabbay, the Company's Chief Executive Officer, referred to the results of the first quarter of 2020:

"In the first quarter we surpassed the crisis in our relations with the employees' representatives, which enabled us to take steps to improve our service to our customers and operational excellence and to take quick steps to mitigate some of the adverse effects of the Corona virus crisis.

In addition, we have signed a binding memorandum of understanding for the acquisition of Golan Telecom and we are acting vigorously to obtain the required regulatory approvals.

I believe that the proactive steps we are taking will enable the Company to cope with the Corona crisis and enter 2021 as a better and more focused company."

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

"The first quarter of 2020 has been characterized by continued competition in the mobile sector while the fixed line sector continued to grow. Quarterly results were partially affected by the Corona pandemic. We expect a greater impact to be seen in the second quarter, and we expect the crisis to continue to adversely affect the Company's results through this year.

The crisis adversely affected revenues from roaming services of customers travelling overseas as well as roaming services of tourists traveling to Israel. In addition, there was a decrease in the contribution of equipment sales as a result of the closing of service centers and points-of-sale during March. The Company's management has taken steps to reduce operating expenses during this period in order mitigate the impact of the decline in revenue.

The Company's adjusted EBITDA totaled NIS 244 million in the first quarter of 2020, up 9%. The adjusted EBITDA was positively impacted by NIS 28 million following a retrospective update of Bezeq's wholesale market tariffs by the Israeli Ministry of Communications, and this was partially offset by the negative impact of the Corona virus crisis.

Net financing expenses in the first quarter of 2020 totaled NIS 64 million. The increase in these expenses compared with the corresponding quarter last year was mainly due to losses in the Company's investment portfolio, which totaled NIS 37 million, as a result of market declines during the quarter. During April, some of these losses were offset due to the increases in securities prices in the capital markets.

Free cash flow for the first quarter of 2020 amounted to NIS 57 million, compared with NIS 46 million in the corresponding quarter last year. The increase in free cash flow was mainly due to a decrease in investments in fixed assets."

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 2020.

The Company reported that revenues for the first quarter of 2020 totaled NIS 892 million ($250 million); Adjusted EBITDA for the first quarter of 2020 totaled NIS 244 million ($68 million), or 27.4% of total revenues; loss for the first quarter of 2020 totaled NIS 43 million ($12 million). Basic loss per share for the first quarter of 2020 totaled NIS 0.29 ($0.08).

MAIN CONSOLIDATED FINANCIAL RESULTS:


                                                      Q1/2020                   Q1/2019   Change%   
     
     Q1/2020    
     
     Q1/2019



                                                  NIS million US$ million  (convenience
                                                                     translation)




            Total revenues                               892                        928     (3.9)%            250             260

    ---


            Operating Income                              18                          9       100%              5               3

    ---


            Loss                                        (43)                      (16)  (168.8)%           (12)            (4)

    ---


            Free cash flow                                57                         46      23.9%             16              13

    ---


            Adjusted EBITDA                              244                        224       8.9%             68              63

    ---


            Adjusted EBITDA, as percent of total       27.4%                     24.1%     13.7%
    revenues

    ===

MAIN FINANCIAL DATA BY OPERATING SEGMENTS:


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

                                                                                     (***)



                            NIS million     Q1'20         Q1'19                      Change              Q1'20          Q1'19    Change     Q1'20     Q1'19     Q1'20     Q1'19     Change

                                                                                       %                                            %                                                  %



               Total revenues                    552              562                     (1.8)%                    381      409     (6.8)%      (41)      (43)       892       928       (3.9)%

    ---


              Service                           396              404                     (2.0)%                    327      317       3.2%      (41)      (43)       682       678         0.6%
    revenues

    ---


              Equipment                         156              158                     (1.3)%                     54       92    (41.3)%                           210       250      (16.0)%
    revenues

    ---


              Adjusted                          131              146                    (10.3)%                    113       78      44.9%                           244       224         8.9%
    EBITDA

    ---


              Adjusted                        23.7%           26.0%                    (8.8)%                  29.7%   19.1%     55.5%                         27.4%     24.1%      13.7%
    EBITDA, as
    percent of total
    revenues

    ===

(*) The segment includes the cellular communications services, end user cellular equipment and supplemental services.
(**) The segment includes landline telephony services, internet infrastructure and connectivity services, television services, 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 2020 COMPARED TO FIRST QUARTER OF 2019):

Revenues for the first quarter of 2020 decreased 3.9% totaling NIS 892 million ($250 million), compared to NIS 928 million ($260 million) in the first quarter last year. The decrease in revenues is attributed to a 16.0% decrease in equipment revenues, which was partially offset by a 0.6% increase in service revenues.

Service revenues in the first quarter of 2020 totaled NIS 682 million ($191 million), a 0.6% increase compared to NIS 678 million ($190 million) in the first quarter last year.

Service revenues in the cellular segment totaled NIS 396 million ($111 million) in the first quarter of 2020, a 2.0% decrease compared to NIS 404 million ($113 million) in the first quarter last year. This decrease resulted mainly from decrease of the Company's roaming services activities as a result of the Corona virus crisis and the ongoing erosion in the cellular prices as a result of the intense competition.

Service revenues in the fixed-line segment totaled NIS 327 million ($92 million) in the first quarter of 2020, a 3.2% increase compared to NIS 317 million ($89 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 210 million ($59 million) in the first quarter of 2020, a 16.0% decrease compared to NIS 250 million ($70 million) in the first quarter last year. The decrease resulted mainly from a decrease in the amount of end user equipment sold in the fixed-line segment.

Cost of revenues totaled NIS 644 million ($181 million) in the first quarter of 2020, a 7.3% decrease compared to NIS 695 million ($195 million) in the first quarter last year. The decrease in cost of revenues resulted mainly from decrease in the costs related to the internet services in the fixed line segment as a result of retrospective update of Bezeq's wholesale market tariffs by the MOC which resulted in one time expenses in amount of NIS 28 million, and from a decrease in end user equipment sold in the fixed-line segment.

Gross profit for the first quarter of 2020 totaled NIS 248 million ($70 million), a 6.4% increase compared to NIS 233 million ($65 million) in the first quarter of 2019. Gross profit margin for the first quarter of 2020 amounted to 27.8%, up from 25.1% in the first quarter of 2019.

Selling, Marketing, General and Administrative Expenses and Credit losses ("SG&A Expenses") for the first quarter of 2020 increased 2.6% to NIS 235 million ($66 million), compared to NIS 229 million ($64 million) in the first quarter of 2019. This increase is primarily a result of an increase in doubtful accounts expenses.

Operating income for the first quarter of 2020 increased 100.0% to NIS 18 million ($5 million) from NIS 9 million ($3 million) in the first quarter of 2019.

Adjusted EBITDA for the first quarter of 2020 increased 8.9% to NIS 244 million ($68 million), compared to NIS 224 million ($63 million) in the first quarter of 2019. Adjusted EBITDA as a percent of revenues for the first quarter of 2020 totaled 27.4%, up from 24.1% in the first quarter of 2019. The increase in Adjusted EBITDA is attributed to a 44.9% increase in the fixed-line segment Adjusted EBITDA, which was partially offset by 10.3% a decrease in the cellular segment Adjusted EBITDA.

Cellular segment Adjusted EBITDA for the first quarter of 2020 totaled NIS 131 million ($37 million), compared to NIS 146 million ($41 million) in the first quarter last year, a decrease of 10.3%, which resulted mainly from a decrease in roaming services activities and a decrease in the contribution of end-user equipment sales following the closure of the frontal selling points and the reduction of their costs as a result of the Corona virus pandemic.

Fixed-line segment Adjusted EBITDA for the first quarter of 2020 totaled NIS 113 million ($32 million), compared to NIS 78 million ($22 million) in the first quarter last year, a 44.9% increase, which resulted mainly from a decrease in the costs related to the internet services in the fixed line segment as a result of retrospective update of wholesale services tariffs by the MOC which resulted in one time expenses in amount of NIS 28 million, as well as from transfer of subscribers from wholesale infrastructure to fiber infrastructure.

Financing expenses, net for the first quarter of 2020 increased by 137.0% and totaled NIS 64 million ($17 million), compared to NIS 27 million ($8 million) in the first quarter of 2019. The increase resulted mainly from losses in the Company's tradable investment portfolio due to the losses in the securities market in the first quarter of 2020 due to the Corona virus pandemic, compared to a profit in the Company's tradable investment portfolio due to a rise in the securities market in the first quarter of 2019.

Loss for the first quarter of 2020 totaled NIS 43 million ($12 million), compared to NIS 16 million ($4 million) in the first quarter of 2019.

Basic loss per share for the first quarter of 2020 totaled NIS 0.29 ($0.08), compared to basic earnings per share of NIS 0.14 ($0.04) in the first quarter last year.

OPERATING REVIEW

Main Performance Indicators - Cellular segment:


                                               Q1/2020 Q1/2019  Change (%)




              Cellular subscribers at the end   2,747    2,853       (3.7)%
    of period (in thousands)

    ---


              Churn Rate for cellular            8.8%   11.0%     (20.0)%
    subscribers (in %)

    ---


              Monthly cellular ARPU (in NIS)     48.1     47.2         1.9%

    ---

Cellular subscriber base - at the end of the first quarter of 2020 the Company had approximately 2.747 million cellular subscribers. During the first quarter of 2020 the Company's cellular subscriber base increased by approximately 3 thousand net cellular subscribers.

Cellular Churn Rate for the first quarter of 2020 totaled to 8.8%, compared to 11.0% in the first quarter last year. As of the first quarter of 2020, the churn rate includes only the negative net churn of M2M subscribers, in order to eliminate changes that do not change the amount of lines held by the customers.

The monthly cellular Average Revenue per User ("ARPU") for the first quarter of 2020 totaled NIS 48.1 ($13.5), compared to NIS 47.2 ($13.2) in the first quarter last year. The increase in ARPU resulted mainly from erasing subscribers from the Company's cellular subscriber base at the end of the first quarter of 2019.

MAIN PERFORMANCE INDICATORS - FIXED-LINE SEGMENT:


                                                            Q1/2020 Q1/2019  Change (%)




              
                Internet infrastructure field -     279      278         0.4%
    subscribers (households) at the
    end of period (in thousands)

    ---


              
                TV field -  subscribers at the      246      227         8.4%
    end of period (in thousands)

    ===

In the first quarter of 2020, the Company's subscriber base in the internet infrastructure field increased by approximately one thousand net households, and the Company's subscriber base in the TV field decreased by approximately 12 thousand net subscribers. The decrease in the TV field subscribers results from changing the counting method. As of the beginning of the first quarter of 2020, the Company changed the counting method in the way that subscribers with Cellcom tv light application will be counted only when they activate the service. The Company applied the change retroactively, and as a result, the company erased approximately 14 thousands subscribers from its active customer base.

FINANCING AND INVESTMENT REVIEW

Cash Flow

Free cash flow for the first quarter of 2020, totaled NIS 57 million ($16 million), compared to NIS 46 million ($13 million) in the first quarter of 2019, a 23.9% increase. The increase in free cash flow, resulted mainly from decrease in payments to end user equipment suppliers and investments in fixed assets.

Total Equity

Total Equity as of March 31, 2020 amounted to NIS 1,867 million ($524 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 2020, the Company invested NIS 118 million ($33 million) in fixed assets and intangible assets and others (including, among others, investments in the Company's communications networks, information systems, software and TV set-top boxes and capitalization of part of the customer acquisition costs as a result of IFRS 15), compared to NIS 184 million ($52 million) in the first quarter 2019.

Dividend

On May 20, 2020, the Company's Board of Directors decided not to declare a cash dividend for the first quarter of 2020. 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, 2019 on Form 20-F dated March 23, 2020, or the 2019 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, 2020, see "Disclosure for Debenture Holders" section in this press release.

OTHER DEVELOPMENTS DURING THE FIRST QUARTER OF 2020 AND SUBSEQUENT TO THE END OF THE REPORTING PERIOD

Update On The Corona Virus And Implications

As previously announced, the Company's results for the first quarter of 2020 reflect the negative effects of the Corona virus pandemic on the Company's roaming services and end-user equipment sales as well as on the Company's investment portfolio which recorded a loss of NIS 37 million (which was partly off-set in April 2020). The Company's FCF as of March 31, 2020 was not affected by the Corona virus.

As previously announced, the Company expects its roaming services to continue to be materially adversely affected by the Corona virus pandemic through 2020, as well as its end-user equipment during the second quarter of 2020 and thereafter, to the extent and for as long as the Corona virus limitations are maintained and affecting such sales, as well as lingering effects on the economy.

For additional details see the Company's 2019 Annual Report under Item 3. Risk Factors - The Corona Virus may adversely affect our results of operations" and "Item 5. Operating and Financial Review and Prospects - A. Operating Results - Overview - General".

Changes to the Board of Directors and Management

In March 2020, following Mr. Ami Erel's resignation from office as a chairman of the Board of Directors, the Company's board of directors appointed Mr. Doron Cohen as a director and Chairman of the Board of Directors of the Company, until the Company's next general shareholders meeting.

Mr. Cohen has served as the Company's chairman and as CEO of DIC and as a director of Elron Electronic Industries Ltd. since March 2020, as a director of Shufersal Ltd. and Epsilon Investment House Ltd. since April 2020, as chairman of the board and founding partner at Credito since 2015, as an external director of Lachish Industries since 2014 and as the president of the Israeli Institute of Internal Auditors (IIA) since 2013 and until May 2020. In addition, Mr. Cohen serves as a member of the committees of nominations and service of the Civil Service Commission and a Chairman of the board of ORT Braude College of Engineering. From 2015 to 2019, Mr. Cohen served as chairman of the board and CEO of IBC, from 2011 to 2013 as Director General of the Israeli Ministry of Finance and from 2009 to 2012 as the Director General of the Israeli Governmental Companies Authority. Mr. Cohen is a Certified Public Accountant and holds a B.A. in economics and accounting from the Tel-Aviv University and an M.A. in law, from the Bar-Ilan University

In April 2020, Mr. Eran Saar resigned his office as director of the Company, following termination of his office as CEO of the Company's indirect controlling shareholder.

In May 2020, the Company's board of directors appointed Mr. Aron Kaufman as a director of the Company, until the Company's next general shareholders meeting. Mr. Kaufman nominated Mr. Saul Zang as his alternate director.

Mr. Aaron Kaufman has served as CEO of IDB Development Corporation Ltd., or IDBD, Chairman of Modi'in Energy LP (and director since 2019), director of Mehadrin Ltd., IDB Tourism (2009) Ltd. and Israir Tourism and Aviation Ltd. since 2020, member of the committee of IDB fund for the Community since 2019, Director of private companies of IDBD group since 2017, VP Legal Counsel of Discount Investment Corporation Ltd., or DIC, director of IDB Group Investments USA Inc. and director of private Companies of DIC group since 2016. From 2015 to 2020 he also served as VP Legal Counsel of IDBD. From 2005 to 2015 Mr. Kaufman was a partner in the law firm of Epstein, Homsky, Asnat and Co. Mr. Kaufman holds an LL.B from the Tel-Aviv University.

Mr. Saul Zang has served as First Vice-Chairman of the Board of IRSA Inversiones y Representaciones S.A. , first Vice-Chairman of the Board of IRSA Propiedades Comerciales S.A. , first Vice-Chairman of the Board of Cresud S.A.C.I.F y A , second vice-Chairman of Consultores Assets Management SA, Vice Chairman of Consultores Venture Capital Uruguay S.A., Vice-Chairman of Ritelco SA, Vice Chairman of Tyrus SA, Vice Chairman of Inversiones Financieras Del Sur SA, Vice Chairman of Elron Electronic Industries Ltd., director of BrasilAgro Companhia de Propriedades Agrícolas, IFIS Limited, Banco Hipotecario S.A., Dolphin Fund Ltd., Dolphin IL Investment Ltd., Consultores Venture Capital Ltd, Dolphin Investment (Gibraltar) Ltd., Dolphin Netherlands BV, Austral Gold Ltd., Bacs Banco de Credito Y Securitizacion S.A., IRSA Foundation, Discount Investment Corporation Ltd., IDB Development Corporation Ltd., Property and Building Corporation Ltd., Bayside Land Corporation Ltd, member of the committee of IDB fund for the Community, and director of additional private corporations. Mr. Zang holds an LL.B. from Buenos Aires University.

In May 2020, the Company's board of directors appointed Mr. Samy Bakalash as a director of the Company, until the Company's next general shareholders meeting. Mr. Bakalash was nominated to the board by the Company's employees, as per the February 2020 collective employment agreement.

Mr. Bakalash has served as CEO of Bakalsah consulting and investment, as a chairman of Ayalon financial solutions Ltd., as a director of Kibbutz Ramat Rachel's holding company, the Israeli governmental company for tourism and various private companies, as member of the Oil Board in the Israeli Energy office, public representative in several committees in the Tel-Aviv courts and Ranana municipality and lectures on the capital market and corporate governance in several colleges, since 2010. Prior to that, Mr. Bakalash served as a director in various companies in the finance sector and Chirman of KLA education fund and held various CEO and CFO positions. Mr. Bakalash is a Certified Public Accountant and holds an LL.B and B.A. in accounting from the Tel-Aviv University and a B.A. in business management (finance) and economics, from the Bar-Ilan University.

In May 2020, Mr. Amos Maor, the Company's VP of Sales and Service and Mr. Shlomi Fruling, the Company's Chief Financial Officer, announced their intention to resign from office in the near term.

For additional details see the Company's annual report on Form 20-F dated March 23, 2020 under "Item 6. Directors, Senior Management and Employees - A. Directors and Senior Management" and "-D. Employees".

Results of Securities Offering In Israel

In May 2020, The Company concluded a public tender for units including its Series L debentures and Series 4 options to purchase its ordinary shares. The Company issued an aggregate of 222,000,000 Series L debentures and 2,220,000 Series 4 Options for an immediate total net consideration of approximately NIS 200 million.

In addition, Standard & Poor's Maalot reaffirmed an ilA/negative rating for such offering of debentures of up to NIS 222,000,000 principal amount.

For additional details see the Company's current reports on Form 6-K dated May 6, 10, 11 and 12, 2020.

The offering described in this press release does not constitute an offer to sell, or a solicitation of an offer to purchase, any securities. The offering described in this press release was made only in Israel and only to residents of Israel. The securities have not been registered under the U.S. Securities Act of 1933 and will not be offered or sold in the United States.

Extension Of Series 3 Options Exercise Period

In March 2020, the Economic Division of the Tel Aviv District Court granted the Company's motion, and extended the exercise period of the Company's Series 3 Options until June 30, 2020.

For additional details see the Company's annual report on Form 20-F for the year ended December 31, 2019, filed on March 23, 2020, under "Item 5B. Liquidity and Capital Resources - Issuances of equity securities" and the Company's current reports on Form 6-K dated March 25 and 26, 2020.

CONFERENCE CALL DETAILS

The Company will be hosting a conference call regarding its results for the first quarter of 2020 on Thursday, May 21, 2020 at 10:00 am ET, 07:00 am PT, 15:00 UK time, 17:00 Israel time. On the call, management will review and discuss the results, and will be available to answer questions. To participate, please either access the live webcast on the Company's website, or call one of the following teleconferencing numbers below. Please begin placing your calls at least 10 minutes before the conference call commences. If you are unable to connect using the toll-free numbers, please try the international dial-in number.

US Dial-in Number: 1 888 668 9141

Israel Dial-in Number: 03 918 0685 International Dial-in Number: +972 3 918 0685

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

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

About Cellcom Israel

Cellcom Israel Ltd., established in 1994, is a leading Israeli communications group, providing a wide range of communications services. Cellcom Israel is the largest Israeli cellular provider, providing its approximately 2.747 million cellular subscribers (as at March 31, 2020) 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, 2019.

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 3.565 = US$ 1 as published by the Bank of Israel for March 31, 2020.

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 2020, 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.



       
                
                  Company Contact                               Investor Relations Contact


       Shlomi Fruhling                             
     Ehud Helft


       Chief Financial Officer                     
     GK Investor & Public Relations


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


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

    ---

Financial Tables Follow


                                                                                                        
           
                Cellcom Israel Ltd.


                                                                                                          
             (An Israeli Corporation)





              
                Condensed Consolidated Interim Statements of Financial Position (Unaudited)

    ---



                                                                                                                                                                   
       
          Convenience


                                                                                                                                                                   
       
          translation


                                                                                                                                                                           into US dollar


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


                                                                                                                    2019                               2020                            2020                         2019



                                                                                                            NIS millions                              US$ millions                          NIS millions






              
                Assets



              Cash and cash equivalents                                                                           1,031                                807                             226                        1,006



              Current investments, including derivatives                                                            410                                431                             121                          473



              Trade receivables                                                                                   1,176                              1,109                             311                        1,142



              Current tax assets                                                                                     10                                  4                               1                            3



              Other receivables                                                                                      74                                 70                              20                           69



              Inventory                                                                                              85                                 72                              20                           66






              
                Total current assets                                                                   2,786                              2,493                             699                        2,759






              Trade and other receivables                                                                           853                                747                             210                          782



              Property, plant and equipment, net                                                                  1,647                              1,391                             390                        1,432



              Intangible assets and others, net                                                                   1,305                              1,287                             361                        1,294



              Investments in equity accounted investees                                                                                               151                              42                          150



              Right-of-use assets, net and Investment property                                                      771                                697                             196                          745






              
                Total non- current assets                                                              4,576                              4,273                           1,199                        4,403






              
                Total assets                                                                           7,362                              6,766                           1,898                        7,162






              
                Liabilities



              Current maturities of debentures and of loans from                                                    618                                323                              91                          509
    financial institutions



              Current tax liabilities                                                                                                                   6                               2                            6



              Current maturities of lease liabilities                                                               217                                213                              60                          226



              Trade payables and accrued expenses                                                                   744                                625                             175                          687



              Provisions                                                                                            108                                 96                              27                           99



              Other payables, including derivatives                                                                 228                                272                              76                          299






              
                Total current liabilities                                                              1,915                              1,535                             431                        1,826






              Long-term loans from financial institutions                                                           400                                263                              73                          300



              Debentures                                                                                          2,692                              2,513                             705                        2,511



              Long-term lease liabilities                                                                           560                                494                             139                          533



              Provisions                                                                                             20                                 22                               6                           22



              Other long-term liabilities                                                                             5                                  3                               1                            4



              Liability for employee rights upon retirement, net                                                     14                                 19                               5                           19



              Deferred tax liabilities                                                                               95                                 50                              14                           60






              
                Total non- current liabilities                                                         3,786                              3,364                             943                        3,449






              
                Total liabilities                                                                      5,701                              4,899                           1,374                        5,275






              
                Equity attributable to owners of the Company



              Share capital                                                                                           1                                  2                               1                            2



              Share premium                                                                                         325                                643                             180                          623



              Receipts on account of share options                                                                   10                                 21                               5                           24



              Capital reserves                                                                                                                          2                               1



              Retained earnings                                                                                   1,323                              1,197                             336                        1,236



              
                Non-controlling interest                                                                   2                                  2                               1                            2






              
                Total equity                                                                           1,661                              1,867                             524                        1,887






              
                Total liabilities and equity                                                           7,362                              6,766                           1,898                        7,162


                                                                                               
              
                Cellcom Israel Ltd.


                                                                                                   
              (An Israeli Corporation)





              
                Condensed Consolidated Interim Statements of Income (Unaudited)

    ---



                                                                                                                                                          
       
         Convenience


                                                                                                                                                          
       
         translation


                                                                                                                                                                 into US dollar


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



                                                                                                               2019                                 2020                     2020        2019



                                                                                                       NIS millions                        US$ millions  
       
         NIS millions






              Revenues                                                                                         928                                  892                      250       3,708



              Cost of revenues                                                                               (695)                               (644)                   (181)    (2,725)






              
                Gross profit                                                                        233                                  248                       69         983





              Selling and marketing expenses                                                                 (158)                               (145)                    (41)      (610)



              General and administrative expenses                                                             (67)               *                (79)                    (22)      (300)    *



              Credit losses                                                                                    (4)               *                (11)                     (3)       (29)    *



              Other income, net                                                                                  5                                    5                        1        (20)




              
                Operating profit                                                                      9                                   18                        4          24





              Financing income                                                                                  18                                    9                        3          49



              Financing expenses                                                                              (45)                                (73)                    (20)      (193)




              Financing expenses, net                                                                         (27)                                (64)                    (17)      (144)





              Share in losses of equity accounted                                                                                                  (5)                     (1)       (10)


              investees





              
                Loss before taxes on income                                                        (18)                                (51)                    (14)      (130)





              Tax benefit                                                                                        2                                    8                        2          23




              
                Loss for the period                                                                (16)                                (43)                    (12)      (107)




              
                Attributable to:



              Owners of the Company                                                                           (16)                                (43)                    (12)      (107)



              Non-controlling interests



              
                Loss for the period                                                                (16)                                (43)                    (12)      (107)






              
                Loss per share



              Basic loss per share (in NIS)                                                                 (0.14)                              (0.29)                  (0.08)     (0.90)






              Diluted loss per share (in NIS)                                                               (0.14)                              (0.29)                  (0.08)     (0.90)






              Weighted-average number of shares used                                                   116,196,729                          148,058,844              148,058,844 118,376,455
    in the calculation of basic loss per share
    (in shares)






              Weighted-average number of shares used                                                   116,196,729                          148,058,844              148,058,844 118,376,455


              in the calculation of diluted loss per share
    (in shares)






              
                *Reclassified


                                                                                                
       
                Cellcom Israel Ltd.


                                                                                                  
         (An Israeli Corporation)





              
                Condensed Consolidated Interim Statements of Cash Flows (Unaudited)

    ---



                                                                                                                                                               
     
        Convenience


                                                                                                                                                               
     
        translation


                                                                                                                                                                   into US dollar


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





                                                                                                                         2019             2020                                 2020                                   2019



                                                                                                                 NIS millions        
     
                US$ millions                    
       
                NIS millions






              
                Cash flows from operating activities



              Loss for the period                                                                                       (16)            (43)                                (12)                                 (107)



              
                Adjustments for:



              Depreciation and amortization                                                                              214              220                                   62                                    898



              Share based payments                                                                                                         4                                    1                                      8



              Gain on sale of property, plant and equipment, intangible                                                                                                                                            (8)
    assets and others



              Net change in fair value of  investment property                                                                             2                                    1                                      6



              Tax benefit                                                                                                (2)             (8)                                 (2)                                  (23)



              Financing expenses, net                                                                                     27               64                                   17                                    144



              Other expenses                                                                                                                                                                                         3



              Share in losses of equity accounted investees                                                                                5                                    1                                     10





              
                Changes in operating assets and liabilities:



              Change in inventory                                                                                          9              (6)                                 (2)                                    28



              Change in trade receivables (including long-term amounts)                                                 (16)              72                                   20                                     80



              Change in other receivables (including long-term amounts)                                                   13              (7)                                 (2)                                    13



              Change in trade payables, accrued expenses and provisions                                                   83             (47)                                (13)                                  (27)



              Change in other liabilities (including long-term amounts)                                                  (5)             (2)                                                                        23



              Payments for derivative hedging contracts, net                                                             (1)            (12)                                 (3)                                  (10)



              Income tax paid                                                                                            (3)             (2)                                 (1)                                  (12)



              Income tax received                                                                                                                                                                                   10




              
                Net cash from operating activities                                                            303              240                                   67                                  1,036






              
                Cash flows from investing activities



              Acquisition of property, plant, and equipment                                                            (127)            (66)                                (19)                                 (324)



              Additions to intangible assets and others                                                                 (57)            (52)                                (14)                                 (233)



              Acquisition of equity accounted investee                                                                                                                                                            (16)



              Change in current investments, net                                                                           2                9                                    3                                   (49)



              Recepits from other derivative contracts, net                                                                1               10                                    3                                      9



              Proceeds from sale of property, plant and equipment and                                                                                                                                              181


              intangible assets and others



              Grant of long-term loans to equity accounted investees                                                                     (3)                                 (1)                                 (141)



              Interest received                                                                                            4                1                                                                         13



              
                Net cash used in investing activities                                                       (177)           (101)                                (28)                                 (560)




                                                                                                  
        
               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,





                                                                                  2019                                   2020                                 2020                                 2019



                                                                          NIS millions                   
              
                US$ millions                      
       
              NIS millions





                     Cash flows from financing
                      activities


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


        Receipt of long-term
         loans from financial
         institutions                                                              150                                                                                                            150


        Payments for long-term
         loans from financial
         institutions                                                                                                                                                                          (212)


        Repayment of debentures                                                  (308)                                 (223)                                (63)                               (504)


        Repurchase of own
         debentures                                                                                                                                                                             (10)



       Interest paid                                                             (70)                *                 (63)                                (18)                               (151)


        Equity offering                                                                                                                                                                          309


        Proceeds from exercise of
         share options                                                                                                    17                                    5                                    4


        Payment of principal of
         lease liabilities                                                        (69)                *                 (68)                                (19)                               (256)





                     Net cash from (used in)
                      financing activities                                       (297)                                 (338)                                (95)                               (672)





                     Changes in cash and cash
                      equivalents                                                (171)                                 (199)                                (56)                               (196)




                     Cash and cash equivalents
                      as at the beginning of
                      the period                                                 1,202                                  1,006                                  282                                1,202




                     Cash and cash equivalents
                      as at the end of the
                      period                                                     1,031                                    807                                  226                                1,006






       * Reclassified


                                                      
              
                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,

                                                                                                                            ---

                                                                                          2019     2020        
              
               Convenience                                   2019

                                                                                                           
              
               translation

                                                                                                                                        into US dollar

                                                                                                                                                  2020

                                                                                                                                                                                   ---

                                                                                                        NIS millions            
             
                US$ millions           
     
             NIS millions

                                                                                                                                                                                 ---


       Loss......................................................                        (16)    (43)                                              (12)                         (107)



       Tax benefit............................................                            (2)     (8)                                               (2)                          (23)



       Financing income..................................                                (18)     (9)                                               (3)                          (49)



       Financing expenses..............................                                    45       73                                                 20                            193



       Other income.........................................                                1        2                                                  1                             10



       Depreciation and amortization...............                                       214      220                                                 62                            898



       Share of profit of equity accounted                                                          5                                                  1                             10


       investees...............................................



       Share based payments.........................                                                4                                                  1                              8




       Adjusted EBITDA...................................                                 224      244                                                 68                            940

                                                                                                                                                                                   ===




           
                
                  Free cash flow





           The following table shows the calculation of free cash flow:




                                                                                      Three-month period ended            
              
                Year ended

                                                                                      March 31,            
             
                December 31,

                                                                                                          ---

                                                                          2019   2020        
              
               Convenience                                   2019

                                                                                         
              
               translation

                                                                                                                      into US dollar

                                                                                                                                2020

                                                                                                                                                                 ---

                                                                                      NIS millions            
             
                US$ millions           
     
             NIS millions

                                                                                                                                                               ---


           Cash flows from operating                                      229    165                                                 46                            756
      activities(*)........................................



           Cash flows from investing activities......                   (177) (101)                                              (28)                         (560)



           Purchase (Sale) of tradable                                    (6)  (10)                                               (3)                            38
      debentures and deposits (**)............



           Investment in equity accounted                                         3                                                  1                            157
      investees..........................................




           Free cash flow......................................            46     57                                                 16                            391

                                                                                                                                                                 ===

(*) Including the effects of exchange rate fluctuations in cash and cash equivalents and lease payments.
(**) 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                      Q1-2019                           Q2-2019  Q3-2019   Q4-2019    Q1-2020     FY-2019

    ---                                                                                                                                                        ---




       Cellular service revenues                                                  404                                420       439        416         396        1,679



       Fixed-line service revenues                                                317                                312       311        318         327        1,258





       Cellular equipment revenues                                                158                                162       172        169         156          661



       Fixed-line equipment revenues                                               92                                 63        47         69          54          271





       Consolidation adjustments                                                 (43)                              (37)     (41)      (40)       (41)       (161)

    ---


       
                Total revenues                                                928                                920       928        932         892        3,708





       Cellular adjusted EBITDA                                                   146                                163       185        133         131          627



       Fixed-line adjusted EBITDA                                                  78                                 70        86         79         113          313

    ---


       
                Total adjusted EBITDA                                         224                                233       271        212         244          940





       
                Operating profit (loss)                                         9                                  6        36       (27)         18           24



       Financing expenses, net                                                     27                                 52        31         34          64          144



       
                Loss for the period                                          (16)                              (35)      (2)      (54)       (43)       (107)





       
                Free cash flow                                                 46                                 55       234         56          57          391





       Cellular subscribers at the end of period (in 000's)                     2,853                              2,745     2,767      2,744       2,747        2,744



       Monthly cellular ARPU (in NIS)                                            47.2                               51.9      53.2       50.5        48.1         50.7



       Churn rate for cellular subscribers (%)                                 11.0%                             11.3%    11.4%     11.3%       8.8%       48.8%


                                                                                                                      
              
              Cellcom Israel Ltd.





         
                
           Disclosure for debenture holders as of March 31, 2020

    ---




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

    ---



          Series           
              Original          
              Principal        
              As of 31.03.2020                                                   As of 20.05.2020      
           Interest              Principal Repayment   
              Interest      
              Linkage   
            Trustee
                           Issuance                     on the                                                                                                                          Rate               Dates                            Repayment
                           Date                         Date of                                                                                                                         (fixed)                                             Dates (3)                                     
            Contact Details
                                                      Issuance

    ---                                                                                                                                                                                                                                                                                                                              ---

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

    ---                                                                                                                                                                                                                                   ---

          H (4)(5)(6)**           
              08/07/14        949.624         721.714         682.930            3.373         686.303        701.506         721.714         686.361             1.98%   
         05.07.18        
              05.07.24              
     January-5                 Linked to CPI              Mishmeret Trust Company Ltd. Rami
                                                                                                                                                                                                                                                                                                                Sebty. 48 Menachem Begin Rd. Tel
                                                                                                                                                                                                                                                                                                                Aviv. Tel: 03-6374355.
                                                                                                                                                                                                                                                      and July-5
                           
              03/02/15*

                           
              11/02/15*

    ---                                                                                                                                                                                                                                                                                                                                          ---

          I (4)(5)(6)**           
              08/07/14        804.010         643.208         626.892            6.274         633.166        660.510         643.208         627.799             4.14%   
         05.07.18        
              05.07.25              
     January-5             
       Not linked                 Mishmeret Trust Company Ltd. Rami
                                                                                                                                                                                                                                                                                                                Sebty. 48 Menachem Begin Rd. Tel
                                                                                                                                                                                                                                                                                                                Aviv. Tel: 03-6374355.
                                                                                                                                                                                                                                                      and July-5
                           
              03/02/15*

                           
              11/02/15*

                           
              28/03/16*

    ---                                                                                                                                                                                                                                                                                                                                          ---

          J (4)(5)                
              25/09/16        103.267         103.267         103.695            0.602         104.297         97.959         103.267         103.823             2.45%   
         05.07.21        
              05.07.26                January-5 and July-5      Linked to CPI              Mishmeret Trust Company Ltd. Rami
                                                                                                                                                                                                                                                                                                                Sebty. 48 Menachem Begin Rd. Tel
                                                                                                                                                                                                                                                                                                                Aviv. Tel: 03-6374355.

    ---                                                                                                                                                                                                                                                                                                                                          ---

          K (4)(5)**              
              25/09/16        710.634         710.634         706.121            5.944         712.065        707.863         710.634         706.310             3.55%   
         05.07.21        
              05.07.26                January-5 and July-5  
       Not linked                 Mishmeret Trust Company Ltd. Rami
                                                                                                                                                                                                                                                                                                                Sebty. 48 Menachem Begin Rd. Tel
                                                                                                                                                                                                                                                                                                                Aviv. Tel: 03-6374355.

                           
              01/07/18*

                           
              10/12/18*

    ---                                                                                                                                                                                                                                                                                                                                          ---

          L (4)(5)(7)(8)**        
              24/01/18        835.937         602.979         579.936            3.552         583.488        559.624         824.979         773.042             2.50%   
         05.01.23        
              05.01.28              
     January-5             
       Not linked                 Strauss Lazar Trust Company (1992)
                                                                                                                                                                                                                                                                                                                Ltd. Ori Lazar. 17 Yizhak Sadeh St.,
                                                                                                                                                                                                                                                                                                                Tel Aviv. Tel: 03-6237777.

                           
              10/12/18*

                           
              12/05/20*

    ---                                                                                                                                                                                                                                                                                                                                          ---


         Total                                          3,403.472       2,781.802       2,699.574           19.745       2,719.319      2,727.462       3,003.802       2,897.335



    ---

Comments:

(1) For a summary of the terms of the Company's outstanding debentures see the Company's 2019 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, 2020 the net leverage *** was 1.99. 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) 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. (7) In December 2019, the Company repurchased Series L Debentures for approximately NIS 10 million. (8) In May 2020, after the end of the reporting period, the Company issued NIS 222 million principal amount of Debentures series L.

(*) On these dates additional debentures of the series were issued, the information in the table refers to the full series. (**) As of March 31, 2020, 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. (***) Net Leverage - the ratio of Net Debt to Adjusted EBITDA, excluding one-time influences. Net Debt defined as credit and loans from banks and others, debentures and interest payable, net of cash and cash equivalents and current investments in tradable securities. 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) on the Adjusted EBITDA for the year ended in March 31, 2020. For details of the effects of IFRS 16 on the Company's results see footnote 2 on page 1 of this press release and note 2 F to the Company's financial statement for the period ended on December 31, 2019.

Cellcom Israel Ltd.

Disclosure for debenture holders as of March 31, 2020 (cont`d)

Debentures Rating Details*


                           Additional ratings
                                                                                                                                                                      between original
                                                                                                                                                                      issuance and the
                                                                                                                                                                      recent date of
                                                                                                                                                                      rating as of

       Series 
           Rating                
              Rating as of 
              Rating as of 
              Rating assigned upon 
              Recent date of rating         20.05.2020 (2)
               Company                       31.03.2020 (1)          20.05.2020              issuance of the Series          as of 20.05.2020

    ---

               
           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,
                                                                                                                                                                       03/2019, 08/2019,

       F      
           S&P Maalot            
              A            
              A            
              AA                                                  
     05/2020            05/2020   AA,AA-,A+,A(2)

    ---

                             06/2014, 08/2014,
                                                                                                                                                                       01/2015, 09/2015,
                                                                                                                                                                       03/2016, 08/2016,
                                                                                                                                                                       06/2017, 01/2018,
                                                                                                                                                                       06/2018, 08/2018,
                                                                                                                                                                       12/2018, 03/2019,

       H      
           S&P Maalot            
              A            
              A            
              A+                                                  
     05/2020   08/2019, 05/2020 
     A+,A(2)

    ---

                             06/2014, 08/2014,
                                                                                                                                                                       01/2015, 09/2015,
                                                                                                                                                                       03/2016, 08/2016,
                                                                                                                                                                       06/2017, 01/2018,
                                                                                                                                                                       06/2018, 08/2018,
                                                                                                                                                                       12/2018, 03/2019,

       I      
           S&P Maalot            
              A            
              A            
              A+                                                  
     05/2020   08/2019, 05/2020 
     A+,A(2)

    ---

                             08/2016, 06/2017,
                                                                                                                                                                       01/2018, 06/2018,
                                                                                                                                                                       08/2018, 12/2018,
                                                                                                                                                                       03/2019, 08/2019,

       J      
           S&P Maalot            
              A            
              A            
              A+                                                  
     05/2020            05/2020 
     A+,A(2)

    ---

                             08/2016, 06/2017,
                                                                                                                                                                       01/2018, 06/2018,
                                                                                                                                                                       08/2018, 12/2018,
                                                                                                                                                                       03/2019, 08/2019,

       K      
           S&P Maalot            
              A            
              A            
              A+                                                  
     05/2020            05/2020 
     A+,A(2)

    ---


       L      
           S&P Maalot            
              A            
              A            
              A+                                                  
     05/2020  01/2018, 06/2018,
                                                                                                                                                                       08/2018, 12/2018,
                                                                                                                                                                       03/2019, 08/2019,
                                                                                                                                                                                 05/2020 
     A+,A(2)

    ---

(1) In August 2019, S&P Maalot updated the Company's rating outlook from an ""ilA+/negative" 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 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". In August 2019, S&P Maalot updated the Company's rating outlook from an "ilA+/negative" to an "ilA/negative". For details regarding the rating of the debentures see the S&P Maalot report dated May 10, 2020, included in the Company's current report filled in the Israeli Securities Authority website ("MAGNA") on May 10, 2020. In May 2020, S&P Maalot affirmed the Company's rating of "ilA/negative".

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

Cellcom Israel Ltd.

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



              Loan                           
          Provision      
              Principal       
        Interest    Principal Repayment Dates  
              Interest Repayment        
     Linkage
                                              Date                  Amount as of               Rate                                        Dates (semi-annual
                                                                    31.03.2020                                  (annual payments)          payments)
                                                                                               
        (nominal)

    ---


              From                           
          To

    ---


              Loan from financial                 
            06/2016           100        4.60% 
        30.06.18  
     30.06.21                   
              Jun-30 and December-      
     Not linked
    institution (2)(3)(4)(5)(6)
                                                                                                                                          
              31, commencing
                                                                                                                                          December 31, 2016
                                                                                                                                          through June 30, 2021

    ---


              Loan from financial                 
            06/2017           150        5.10% 
        30.06.19  
     30.06.22                   
              June-30                   
     Not linked


              institution (2)(3)(4)(5)(6)                                                                                                
              and December-31,
                                                                                                                                          commencing
                                                                                                                                          December 31, 2017
                                                                                                                                          through June 30, 2022

    ---


              Loan from bank (2)(3)(4)(5)(6)      
            03/2019           150        4.00% 
        31.03.21  
     31.03.24                   
              March-31 and              
     Not linked
                                                                                                                                          September 30,
                                                                                                                                          commencing
                                                                                                                                          September 30, 2019
                                                                                                                                          through March 31,
                                                                                                                                                                           2024

    ---


              Total                                                          400

    ---

Comments:

(1) For a summary of the terms of the Company's loan agreements see the Company's 2019 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, 2020 the net leverage* was 1.99. (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.

(*) Net Leverage - the ratio of Net Debt to Adjusted EBITDA, excluding one-time influences. Net Debt defined as credit and loans from banks and others, debentures and interest payable, net of cash and cash equivalents and current investments in tradable securities. 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) on the Adjusted EBITDA for the year ended in March 31, 2020. For details of the effects of IFRS 16 on the Company's results see footnote 2 on page 1 of this press release and note 2 F to the Company's financial statement for the period ended on December 31, 2019.

Cellcom Israel Ltd.

Summary of Financial Undertakings (according to repayment dates) as of March 31, 2020

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   114,154    80,394                                                           80,749

    ---

        Second
         year   167,522   218,668                                                           72,047

    ---

        Third
         year   167,522   308,585                                                           60,231

    ---

        Fourth
         year   167,522   308,585                                                           46,168

    ---

        Fifth
         year
         and on 208,365 1,033,806                                                           62,714

    ---

        Total   825,085 1,950,038                                                          321,909

    ---

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                                    9,812

    ---

        Second
         year                                      100,000                                    4,955

    ---

        Third
         year                                       50,000                                    1,264

    ---

        Fourth
         year

    ---

        Fifth
         year
         and on

    ---

        Total                                      250,000                                   16,031

    ---

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                                       37,500                                  5,991

    ---

            Second
             year                                       37,500                                  4,500

    ---

            Third
             year                                       37,500                                  3,000

    ---

            Fourth
             year                                       37,500                                  1,502

    ---

            Fifth
             year
             and on

    ---

            Total                                      150,000                                 14,993

    ---

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, 2020 (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   114,154   217,894                                                         96,553

    ---

            Second
             year   167,522   356,168                                                         81,502

    ---

            Third
             year   167,522   396,085                                                         64,496

    ---

            Fourth
             year   167,522   346,085                                                         47,670

    ---

            Fifth
             year
             and on 208,365 1,033,806                                                         62,714

    ---

            Total   825,085 2,350,038                                                        352,935

    ---

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      16     7                                                             259

    ---

            Second
             year     349   488                                                             246

    ---

            Third
             year     349 1,019                                                             220

    ---

            Fourth
             year     349 1,019                                                             181

    ---

            Fifth
             year
             and on 1,223 4,250                                                             311

    ---

            Total   2,286 6,783                                                           1,217

    ---

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.

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SOURCE Cellcom Israel Ltd.