FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934

For March 26, 2018

Commission File Number:  001-33271

CELLCOM ISRAEL LTD.
10 Hagavish Street
Netanya, Israel 4250708
________________________________________________
(Address of principal executive offices)
 
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
 
Form 20-F ☒          Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):            

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):            
 
 

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

 

Yes  ☐   No ☒

 

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):  Not Applicable

 


EXPLANATORY NOTE

 

This filing includes correction of a typographical error on page 23 (Cellular subscribers at the end of period - Q4/2017).
 


 
 
 
CELLCOM ISRAEL ANNOUNCES
FOURTH QUARTER AND FULL YEAR 2017 RESULTS
------------------------
 
Cellcom Israel concludes 2017 with net income of NIS 113 million and
EBITDA 1 of NIS 853 million.
 
Nir Sztern, Cellcom CEO said: “Since launched, Cellcom tv has spearheaded
the OTT TV market in Israel and reports that as of today, 183,000 households
have chosen the best TV experience in Israel. At the same time, we are in the
midst of momentum in the internet infrastructure market, with our introduction
to our customers of the "Super Fiber" optical fiber service, and establishment
of our position as a dominant player in this market as well."
 
----
 
2017 Full Year Highlights (compared to 2016):
 
§
Total Revenues totaled NIS 3,871 million ($1,117 million) compared to NIS 4,027 million ($1,161 million) last year, a decrease of 3.9%
 
§
Service revenues totaled NIS 2,919 million ($842 million) compared to NIS 3,033 million ($875 million) last year, a decrease of 3.8%
 
§
Operating income totaled NIS 297 million ($86 million) compared to NIS 310 million ($89 million) last year, a decrease of 4.2%
 
§
Net income totaled NIS 113 million ($33 million) compared to NIS 150 million ($43 million) last year, a decrease of 24.7%
 
§
Net income margin 2.9%, a decrease from 3.7% last year
 
§
EBITDA 1 totaled NIS 853 million ($246 million) compared to NIS 858 million ($247 million) last year, a decrease of 0.6%
 
§
EBITDA margin 22.0%, an increase from 21.3% last year
 

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

 
§
Net cash from operating activities totaled NIS 774 million ($223 million)   compared to NIS 781 million ($225 million) last year, a decrease   of 0.9%
 
§
Free cash flow 1 totaled NIS 325 million ($94 million)   compared to NIS 416 million ($120 million) last year, a decrease   of 21.9%
 
§
Cellular subscriber base totaled approximately 2.817 million subscribers (at the end of December 2017)
 
Fourth Quarter 2017 Highlights (compared to fourth quarter of 2016):
 
§
Total Revenues totaled NIS 975 million ($281 million) compared to NIS 984 million ($284 million) in the fourth quarter last year, a decrease of 0.9%
 
§
Service revenues totaled NIS 712 million ($205 million) compared to NIS 719 million ($207 million) in the fourth quarter last year, a decrease of 1.0%
 
§
Operating income totaled NIS 45 million ($13 million) compared to NIS 32 million ($9 million) in the fourth quarter last year, an increase of 40.6%
 
§
Net income totaled NIS 10 million ($3 million) compared to NIS 14 million ($4 million) in the fourth quarter last year, a decrease of 28.6%
 
§
Net income margin 1.0%, a decrease from 1.4% in the fourth quarter last year
 
§
EBITDA 1 totaled NIS 189 million ($55 million) compared to NIS 173 million ($50 million) in the fourth quarter last year, an increase of 9.2%
 
§
EBITDA margin 19.4%, an increase from 17.6% in the fourth quarter last year
 
§
Net cash from operating activities totaled NIS 214 million ($62 million)   compared to NIS 178 million ($51 million) last year, an increase   of 20.2%
 
§
Free cash flow 1 totaled NIS 77 million ($22 million)   compared to NIS 83 million ($24 million) in the fourth quarter   last year, a decrease   of 7.2%
 
Nir Sztern, the Company's Chief Executive Officer, referred to the results of full year 2017 and fourth quarter of 2017:
 
"The high level of competition in the cellular market in 2017 continued to impact the results of the cellular segment. Alongside the competition, we accelerated our activities as a communications group, offering our customers a broad and full range of solutions, geared towards current communications era. Despite the continued competition, we ended 2017 with a growth of approximately 29,400 post-paid customers in the cellular segment.
 
- 2 -

In 2017, we again proved that Cellcom tv is the most successful and worthy alternative in the Israeli television broadcasting market.
We added to the rich world of content: the most talked about and sought after content from the prestigious content provider HBO, ten new channels including children channels in high demand, a high-quality documentary library and channel, blockbuster series and movies, all with no change in the price.
Today, it is clear to everyone that we offer a broad content offering, along with cost-effective price and a very advanced technological experience, viewing capabilities of the entire content on all devices and platforms : Smart TVs with no converter, IOS and Android, as well as a built-in recording service for all channels going back a week.
Israeli consumer knows what he wants and especially what he needs and this winning combination of rich and high quality content, together with a most advanced technology and user experience, all packaged in a cost-effective and attractive price, has led us to a rapid growth trend throughout the year to 183,000 households, as of today.
The fourth quarter of 2017 is a record quarter for customers joining our quattro service, a service that combines the Cellcom tv service with internet, home telephony and cellular services. Within a short period of time, the quattro package has become a highly desired product among our customers, giving the customer a worthwhile value proposition that strengthens loyalty to the Group's services.
We are vigorously working in the internet infrastructure market to accelerate the deployment of optic fiber cables to the customer's home in order to provide our customers with high quality and high speed internet service. We launched the "Super Fiber" service, which enables customers with up to a 1 gigabyte surfing speed as a component in our quattro packages. We are preparing to continue the deployment of fixed line infrastructure using several alternatives simultaneously -  independent deployment of fibers in residential neighborhoods, negotiation of a cooperation in deployment with Partner and examination of an investment in IBC. This, in order to cement ourselves as a dominant player in the fixed-line infrastructure market and to reduce expenses.
Alongside these growth engines, we are also continuing the momentum in the field of IoT and Smart Cities, a field in which we have recently won a number of significant tenders.
In 2017 also, we continued our streamlining measures, under the framework of which we took many varied steps to reduce our expenses and improve our operating excellence in both the mobile and fixed-line worlds, while improving processes of managing these worlds alongside improvement in the service and sales worlds.
I would like to thank the employees and the managers for working tirelessly for the Company's success   and to   the shareholders for their trust in the Company.”
 
- 3 -

Shlomi Fruhling, Chief Financial Officer, said:
 
“2017 was characterized by accelerated growth in the fixed line segment and continued competition in the cellular segment, as expressed in the erosion of revenue from services as compared with last year.
Cellular segment revenues declined by 10.0% compared with last year and were mainly effected from reclassification of the consideration from the sharing agreement with Golan, that came into effect in April 2017, between cellular segment revenues, fixed line segment revenues and reduction of expenses, compared to the classification to cellular segment revenues in 2016, and from the heightened competition in the cellular market. However, excluding said reclassification effects, we saw a decrease in the level of revenues erosion compared to previous years.
In the fixed line segment, we recorded an 8.9% growth in service revenues compared to last year, mainly due to the continued customer recruitment to Cellcom tv and internet services, mainly through our triple and quadruple-play offerings and due to the said reclassification of part of the revenues from the sharing agreement to the fixed line segment. We ended 2017 with a 53% growth in the TV subscriber base, and we reached profitability in the TV operation with a positive contribution to the EBITDA.
Our free cash flow in 2017 was NIS 325 million, a 21.9% decrease from 2016. The decrease was mainly due to an increase in investments in the fixed line segment due to the increase in activity in the TV field and growth in number of customers, as well as an increase in capital expenditures in fixed line infrastructure.
The Company’s Board of Directors decided not to distribute a dividend for the fourth quarter of 2017, given the continued high level of competition in the market and its adverse effect on the Company's operating results and in order to further strengthen the Company's balance sheet. The Board of Directors will re-evaluate its decision as market conditions develop, and taking into consideration the Company's needs."
 
- 4 -

Netanya, Israel – March 26, 2018 Cellcom Israel Ltd. (NYSE: CEL; TASE: CEL) ("Cellcom Israel" or the "Company")   announced today its financial results for the fourth quarter and full year ended December 31, 2017.
 
The Company reported that revenues for the fourth quarter and full year 2017 totaled NIS 975 million ($281 million) and NIS 3,871 million ($1,117 million), respectively; EBITDA for the fourth quarter 2017 totaled NIS 189 million ($55 million), or 19.4% of total revenues, and for the full year 2017 totaled NIS 853 million ($246 million), or 22.0% of total revenues; net income for the fourth quarter and full year 2017 totaled NIS 10 million ($3 million) and NIS 113 million ($33 million), respectively. Basic earnings per share for the fourth quarter and full year 2017 totaled NIS 0.08 ($0.02) and NIS 1.11 ($0.32), respectively.
 
Main Consolidated Financial Results:
 
   
NIS millions
% of Revenues
% Change
US$ millions  (convenience translation)
  
2017
2016
2017
2016
2017
2016
Revenues - services
2,919
3,033
75.4%
75.3%
(3.8)%
842
875
Revenues - equipment
952
994
24.6%
24.7%
(4.2)%
275
286
Total revenues
3,871
4,027
100.0%
100.0%
(3.9)%
1,117
1,161
Cost of revenues - services
(2,035)
(2,028)
(52.5)%
(50.4)%
0.3%
(587)
(585)
Cost of revenues - equipment
(645)
(674)
(16.7)%
(16.7)%
(4.3)%
(186)
(194)
Total cost of revenues
(2,680)
(2,702)
(69.2)%
(67.1)%
(0.8)%
(773)
(779)
Gross profit
1,191
1,325
30.8%
32.9%
(10.1)%
344
382
Selling and marketing expenses
(479)
(574)
(12.4)%
(14.3)%
(16.6)%
(138 )
(166)
General and administrative expenses
(426)
(420)
(11.0)%
(10.4)%
1.4%
(123)
(121 )
Other income (expenses), net
11
(21)
0.2%
(0.5)%
(152.4)%
3
(6)
Operating income
297
310
7.6%
7.7%
(4.2)%
86
89
Financing expenses, net
(144)
(150)
(3.7)%
(3.7)%
(4.0)%
(42)
(43)
Profit before taxes on income
153
160
3.9%
4.0%
(4.4)%
44
46
Taxes on income
(40)
(10)
(1.0)%
(0.3)%
300.0%
(11)
(3)
Net income
113
150
2.9%
3.7%
(24.7)%
33
43
Free cash flow
325
416
8.4%
10.3%
(21.9)%
94
120
EBITDA
853
858
22.0%
21.3%
(0.6)%
246
247
 
- 5 -

 
Q4/2017
Q4/2016
Change%
Q4/2017
Q4/2016
 
NIS million
US$   million
 (convenience translation)
Total revenues
975
984
(0.9)%
281
284
Operating Income
45
32
(40.6)%
13
9
Net Income
10
14
(28.6)%
3
4
Free cash flow
77
83
(7.2)%
22
24
EBITDA
189
173
9.2%
55
50
EBITDA, as percent of total revenues
19.4%
17.6%
10.2%
   
 
Main Financial Data by Operating Segments:
 
 
Cellular (*)
Fixed-line (**)
Inter-segment adjustments
(***)
Consolidated results
NIS million
2017
2016
Change
%
2017
2016
Change
%
2017
2016
2017
2016
Change
%
Total revenues
2,699
2,998
(10.0)%
1,348
1,229
9.7%
(176)
(200)
3,871
4,027
(3.9)%
Service revenues
1,929
2,162
(10.8)%
1,166
1,071
8.9%
(176)
(200)
2,919
3,033
(3.8)%
Equipment revenues
770
836
(7.9)%
182
158
15.2%
-
-
952
994
(4.2)%
EBITDA
595
625
(4.8)%
258
233
10.7%
-
-
853
858
(0.6)%
EBITDA, as percent of total revenues
22.0%
20.8%
5.8%
19.1%
19.0%
0.5%
   
22.0%
21.3%
3.3%
 
 
Cellular (*)
Fixed-line (**)
Inter-segment adjustments
(***)
Consolidated results
NIS million
Q4'17
Q4'16
Change
%
Q4'17
Q4'16
Change
%
Q4'17
Q4'16
Q4'17
Q4'16
Change
%
Total revenues
655
707
(7.4)%
362
327
10.7%
(42)
(50)
975
984
(0.9)%
Service revenues
451
502
(10.2)%
303
267
13.5%
(42)
(50)
712
719
(1.0)%
Equipment revenues
204
205
(0.5)%
59
60
(1.7)%
-
-
263
265
(0.8)%
EBITDA
118
117
0.9%
71
56
26.8%
-
-
189
173
9.2%
EBITDA, as percent of total revenues
18.0%
16.5%
9.1%
19.6%
17.1%
14.6%
   
19.4%
17.6%
10.2%
 
(*)        The segment includes the cellular communications services, end user cellular equipment and supplemental services.
(**)      The segment includes landline telephony services, internet services, television services, transmission services, end user fixed-line equipment and supplemental services.
(***)  Include cancellation of inter-segment revenues between "Cellular" and "Fixed-line" segments.
- 6 -

 
Financial Review (2017 full year compared to 2016):
 
Revenues for 2017 decreased 3.9% totaling NIS 3,871 million ($1,117 million), compared to NIS 4,027 million ($1,161 million) last year. The decrease in revenues is attributed to a 3.8% decrease in service revenues and a 4.2% decrease in equipment revenues.
 
Service revenues for 2017 totaled NIS 2,919 million ($842 million), a 3.8% decrease from NIS 3,033 million ($875 million) last year.
 
Service revenues in the cellular segment totaled NIS 1,929 million ($556 million) in 2017, a 10.8% decrease from NIS 2,162 million ($624 million) last year. This decrease resulted mainly from the ongoing erosion in the price of these services as a result of the competition in the cellular market and from the difference between the national roaming services revenues in 2016 and the revenues for rights of use in cellular networks according to the network sharing agreement with Golan which came into force as of the beginning of the second quarter of 2017 (the "Network Sharing Agreement with Golan") 2 .
 
Service revenues in the fixed-line segment totaled NIS 1,166 million ($336 million) in 2017, an 8.9% increase from NIS 1,071 million ($309 million) last year. This increase resulted mainly from an increase in revenues from TV and internet services, as well as from fixed-line communications services provided according to the Network Sharing Agreement with Golan, which were partially offset as a result of the discontinuance of consolidation of Internet Rimon Israel 2009 Ltd. ("Internet Rimon"), following the sale of the Group's holdings in Internet Rimon in the second quarter of 2017 (the "Sale of Internet Rimon").
 
Equipment revenues totaled NIS 952 million ($275 million) in 2017, a 4.2% decrease compared to NIS 994 million ($286 million) last year. This decrease resulted mainly from a decrease in the quantity of end user equipment sold during 2017 in the cellular segment as compared to 2016. This decrease was partially offset by an increase in equipment sales in the fixed-line segment.
 
Cost of revenues totaled NIS 2,680 million ($773 million) in 2017, compared to NIS 2,702 million ($779 million) in 2016, a 0.8% decrease. This decrease resulted mainly from Golan's participation in operating costs according to the Network Sharing Agreement with Golan, as well as from a decrease in costs of end user equipment sold, primarily as a result of a decrease in the quantity of end user equipment sold in the cellular segment during 2017 as compared to 2016. This decrease was partially offset by an increase in content costs related to the TV field and in costs related to internet services in the fixed-line segment.
 

2   According to the terms of the Network Sharing Agreement with Golan, part of the consideration is recognized as revenues and part is recognized as a reduction of operation costs. In addition, revenues from the Network Sharing Agreement are divided between the cellular and fixed-line segments.
 
- 7 -

Gross profit for 2017 decreased 10.1% to NIS 1,191 million ($344 million), compared to NIS 1,325 million ($382 million) in 2016. Gross profit   margin   for 2017 amounted to 30.8%, down from 32.9% in 2016.
 
Selling, Marketing, General and Administrative Expenses ("SG&A Expenses") for 2017 decreased 9.0% to NIS 905 million ($261 million), compared to NIS 994 million ($287 million) in 2016. This decrease is primarily a result of a decrease in salaries and commissions expenses due to the capitalization of part of the customer acquisition costs as a result of the early adoption of a new International Financial Reporting Standard (IFRS 15) since the first quarter of 2017 (the "Adoption of IFRS15"). The effect of the adoption of the standard on 2017 expenses totaled NIS 93 million ($27 million).
 
Other income for 2017 totaled NIS 11 million ($3 million), compared to other expenses of NIS 21 million ($6 million) in 2016. Other income for 2017 mainly include a gain from the Sale of Internet Rimon, in the amount of approximately NIS 10 million ($3 million). Other expenses for 2016, mainly include an expense for employee voluntary retirement plan in the amount of approximately NIS 13 million ($4 million).
 
Operating income for 2017 decreased 4.2% to NIS 297 million ($86 million) from NIS 310 million ($89 million) in 2016.
 
EBITDA for 2017 decreased by 0.6% totaling NIS 853 million ($246 million) compared to NIS 858 million ($247 million) in 2016. EBITDA for 2017, as a percent of revenues, totaled 22.0% up from 21.3% in 2016.
 
Cellular segment EBITDA for 2017 totaled NIS 595 million ($172 million), compared to NIS 625 million ($180 million) last year, a decrease of 4.8%, which resulted mainly from the difference between national roaming services revenues in 2016 and the revenues for rights of use in cellular networks according to the Network Sharing Agreement with Golan in 2017, and from the ongoing erosion in cellular service revenues. This decrease was partially offset by a decrease in selling and marketing expenses due to the capitalization of part of the customer acquisition costs as a result of the Adoption of IFRS15.
 
Fixed-line segment EBITDA for 2017 totaled NIS 258 million ($74 million), compared to NIS 233 million ($67 million) last year, a 10.7% increase, mainly as a result of an increase in revenues from fixed-line communications services provided according to the Network Sharing Agreement with Golan, from an increase in revenues from   TV services and from a decrease in operating expenses, which resulted mainly from the capitalization of part of the customer acquisition costs as a result of the Adoption of IFRS15. This increase was partially offset as a result of an erosion in the internet field profitability.
 
- 8 -

Financing expenses, net for 2017 decreased 4.0% and totaled NIS 144 million ($42 million), compared to NIS 150 million ($43 million) in 2016. The decrease resulted mainly from higher gains in the Company's investment portfolio in 2017 compared to 2016. This decrease was partially offset by a decrease in interest income from installment sales of handsets, due to a decrease in the quantity of end user equipment sold during 2017 in the cellular segment as compared to 2016.
 
Taxes on income for 2017 totaled NIS 40 million ($11 million) of tax expenses, compared to NIS 10 million ($3 million) tax expenses in 2016. The increase resulted mainly from a tax income recorded in 2016, as a result of a tax assessment agreement for the years 2012-2013 and from a reduction in corporate tax rate for the years 2017 and on, which came into effect in 2016, following which the Company recorded a deferred tax income in 2016.
 
Net Income for 2017 totaled NIS 113 million ($33 million), compared to NIS 150 million ($43 million) in 2016, a 24.7% decrease.
 
Basic earnings per share for 2017 totaled NIS 1.11 ($0.32), compared to NIS 1.47 ($0.42) last year.

Financial Review (fourth quarter of 2017 compared to fourth quarter of 2016):
 
Revenues for the fourth quarter of 2017 decreased 0.9% totaling NIS 975 million ($281 million), compared to NIS 984 million ($284 million) in the fourth quarter last year. The decrease in revenues is attributed to a 1.0% decrease in service revenues and a 0.8% decrease in equipment revenues.
 
Service revenues totaled NIS 712 million ($205 million) in the fourth quarter of 2017, a 1.0% decrease from NIS 719 million ($207 million) in the fourth quarter last year.
 
Service revenues in the cellular segment totaled NIS 451 million ($130 million) in the fourth quarter of 2017, a 10.2% decrease from NIS 502 million ($145 million) in the fourth quarter last year. This decrease resulted mainly from the ongoing erosion in the prices of these services as a result of the competition in the cellular market and from the difference between the national roaming services revenues in the fourth quarter of 2016 and the revenues for rights of use in cellular networks according to the Network Sharing Agreement with Golan in the fourth quarter of 2017.
 
Service revenues in the fixed-line segment totaled NIS 303 million ($87 million) in the fourth quarter of 2017, a 13.5% increase from NIS 267 million ($77 million) in the fourth quarter last year. This increase resulted mainly from fixed-line communications services provided according to the Network Sharing Agreement with Golan, as well as from an increase in revenues from TV and internet services. This increase was partially offset as a result of the discontinuance of consolidation of Internet Rimon following the Sale of Internet Rimon.
 
- 9 -

Equipment revenues in the fourth quarter of 2017 totaled NIS 263 million ($76 million), a 0.8% decrease compared to NIS 265 million ($76 million) in the fourth quarter last year.
 
Cost of revenues for the fourth quarter of 2017 totaled NIS 680 million ($196 million), compared to NIS 697 million ($201 million) in the fourth quarter of 2016, a 2.4% decrease. This decrease resulted mainly from Golan's participation in operating costs according to the Network Sharing Agreement with Golan, as well as from an increase of a provision for claims recorded in the fourth quarter of 2016. This decrease was partially offset by an increase in content costs related to the TV field and in costs related to internet services in the fixed-line segment.
 
Gross profit for the fourth quarter of 2017 increased 2.8% to NIS 295 million ($85 million), compared to NIS 287 million ($83 million) in the fourth quarter of 2016. Gross profit   margin   for the fourth quarter of 2017 amounted to 30.3%, up from 29.2% in the fourth quarter of 2016.
 
Selling, Marketing, General and Administrative Expenses ("SG&A Expenses") for the fourth quarter of 2017 decreased 0.8% to NIS 249 million ($72 million), compared to NIS 251 million ($72 million) in the fourth quarter of 2016. This decrease is primarily a result of a decrease in salaries and resellers commissions expenses due to the capitalization of part of the customer acquisition costs as a result of the Adoption of IFRS15 (the effect of the adoption of the standard on the expenses in the fourth quarter of 2017 totaled NIS 21 million ($6 million)), as well as a decrease in advertising expenses. This decrease was partially offset by an increase in doubtful accounts expenses.
 
Operating income for the fourth quarter of 2017 increased by 40.6% to NIS 45 million ($13 million) from NIS 32 million ($9 million) in the fourth quarter of 2016.
 
EBITDA for the fourth quarter of 2017 increased by 9.2% totaling NIS 189 million ($55 million) compared to NIS 173 million ($50 million) in the fourth quarter of 2016. EBITDA as a percent of revenues for the fourth quarter of 2017 totaled 19.4%, up from 17.6% in the fourth quarter of 2016.
 
Cellular segment EBITDA for the fourth quarter of 2017 increased by 0.9% totaling NIS 118 million ($34 million) compared to NIS 117 million ($34 million) in the fourth quarter last year. This increase resulted mainly from a decrease in cost of revenues and Selling, Marketing, General and Administrative Expenses in this segment, which resulted mainly from a decrease in selling and marketing expenses due to the capitalization of part of the customer acquisition costs as a result of the Adoption of IFRS15. This increase was partially offset by a decrease in service revenues in the cellular segment, which resulted mainly from the ongoing erosion in the prices of these services, and from the difference between the national roaming services revenues in the fourth quarter of 2016 and the revenues for rights of use in cellular networks according to the Network Sharing Agreement with Golan in the fourth quarter of 2017.
 
Fixed-line segment EBITDA for the fourth quarter of 2017 totaled NIS 71 million ($20 million), compared to NIS 56 million ($16 million) in the fourth quarter last year, a 26.8% increase, mainly as a result of an increase in revenues from fixed-line communications services provided according to the Network Sharing Agreement with Golan and from an increase in activity in the internet and TV fields. This increase was partially offset from the discontinuance of consolidation of Internet Rimon following the Sale of Internet Rimon.
 
- 10 -

Financing expenses, net for the fourth quarter of 2017 decreased 25.0% and totaled NIS 30 million ($9 million), compared to NIS 40 million ($12 million) in the fourth quarter of 2016. The decrease resulted mainly from gains in the Company's investment portfolio in the fourth quarter of 2017 as opposed to losses in the corresponding quarter of 2016.
 
Taxes on income for the fourth quarter of 2017 totaled NIS 5 million ($1 million) of tax expenses, compared to NIS 22 million ($6 million) of tax income in the fourth quarter of 2016. The increase resulted mainly from deferred tax income which was recorded in the fourth quarter last year, as a result of a decrease in corporate tax rate for the years 2017 and on.
 
Net Income for the fourth quarter of 2017 totaled NIS 10 million ($3 million), compared to NIS 14 million ($4 million) in the fourth quarter of 2016, a 28.6% decrease.
 
Basic earnings per share for the fourth quarter of 2017 totaled NIS 0.08 ($0.02), compared to NIS 0.12 ($0.03) in the fourth quarter last year.
 
Operating Review
 
Main Performance Indicators - Cellular segment :

 
2017
2016
Change (%)
Cellular subscribers at the end of period (in thousands)
2,817
2,801
0.6%
Churn Rate for cellular subscribers (in %)
45.8%
42.4%
8.0%
Monthly cellular ARPU (in NIS)
 57.1
63.3
(9.8)%
 
Q4/2017
Q4/2016
Change (%)
Churn Rate for cellular subscribers (in %)
11.5%
10.4%
10.6%
Monthly cellular ARPU (in NIS)
53.6
59.3
(9.6)%
 
Cellular subscriber base - at the end of 2017 the Company had approximately 2.817 million cellular subscribers, an increase of approximately 16,000 subscribers net, or approximately 0.6%, compared to the cellular subscriber base at the end of 2016 3 . In the fourth quarter of 2017, the Company's cellular subscriber base increased by approximately 12,000 net cellular subscribers.
 

3 The increase resulted, among others, from subscribers that were added to the Company's cellular subscriber base as part of the Company's purchase of an Israeli MVNO's operations during the third quarter of 2017.
 
- 11 -

 
Cellular Churn Rate for 2017 totaled 45.8%, compared to 42.4% in 2016. The cellular churn rate for the fourth quarter 2017 totaled to 11.5%, compared to 10.4% in the fourth quarter last year.
 
The monthly cellular Average Revenue per User ("ARPU") for 2017 totaled NIS 57.1 ($16.5) compared to NIS 63.3 ($18.3) in 2016. ARPU for the fourth quarter of 2017 totaled NIS 53.6 ($15.5), compared to NIS 59.3 ($17.1) in the fourth quarter last year. The decrease in ARPU, both annual and quarterly, resulted, among others, from the ongoing erosion in the prices of cellular services, resulting from the intense competition in the cellular market and from the difference between national roaming services revenues in 2016 and the revenues for rights of use in cellular networks according to the Network Sharing Agreement with Golan in 2017.
 
Main Performance Indicators - Fixed-line segment:
 
 
2017
2016
Change (%)
Internet infrastructure field subscribers- (households) at the end of period (in thousands)
222
156
42.3%
TV field subscribers- (households) at the end of period (in thousands)
170
111
53.2%
 
In the fourth quarter of 2017, the Company's subscriber base in the internet infrastructure field increased by approximately 16,000 net households, and the Company's subscriber base in the TV field increased by 16,000 net households.
 
Financing and Investment Review
 
Cash Flow
 
Free cash flow for 2017 totaled NIS 325 million ($94 million), compared to NIS 416 million ($120 million) in 2016, a 21.9% decrease. The decrease in annual free cash flow resulted mainly from higher cash capital expenditures in fixed assets and intangible assets and others in the 2017 as compared to 2016, as well as from the difference between the receipts from rights of use in cellular networks according to the Network Sharing Agreement with Golan in 2017, and the receipts from national roaming services revenues in 2016. This decrease was partially offset by a decrease in tax payments, net, in 2017 as compared to 2016, which resulted, among others, from a receipt of a refund from the Israeli tax authorities in 2017.
 
- 12 -

Free cash flow   for the fourth quarter of 2017 totaled NIS 77 million ($22 million), compared to NIS 83 million ($24 million) in the fourth quarter of 2016, a 7.2% decrease. The decrease in quarterly free cash flow resulted mainly from an increase in payments to payroll and other payables due to timing differences between the quarters. This decrease was partially offset by an increase in receipts from mobile operators in connection with the Company's roaming activity and a decrease in tax payments, net.
 
Total Equity
 
Total Equity as of December 31, 2017 amounted to NIS 1,441 million ($415 million) primarily consisting of undistributed accumulated retained earnings of the Company.
 
Cash Capital Expenditures in Fixed Assets and Intangible Assets and others
 
During 2017 and the fourth quarter of 2017 the Company invested NIS 583 million ($168 million) and NIS 138 million ($40 million), respectively, 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 the Adoption of IFRS15), compared to NIS 368 million ($106 million) and NIS 96 million ($28 million) in 2016 and the fourth quarter of 2016, respectively.
 
Dividend
 
On March 25, 2018, the Company's Board of Directors decided not to declare a cash dividend for the fourth quarter of 2017. In making its decision, the board of directors considered the Company's dividend policy and business status and decided not to distribute a dividend at this time, given the intensified competition and its adverse effect on the Company's results of operations, and in order to strengthen the Company's balance sheet. The board of directors will re-evaluate its decision in future quarters. No future dividend declaration is guaranteed and is subject to the Company's board of directors’ sole discretion, as detailed in the Company's annual report for the year ended December 31, 2017 on Form 20-F dated March 26, 2018, or the Company's 2017 Annual Report, under “Item 8 - Financial Information – A. Consolidated Statements and Other Financial Information - Dividend Policy”.
 
- 13 -

Debentures, Material Loans and Financial Liabilities
 
For information regarding the Company's outstanding debentures as of December 31, 2017, see "Disclosure for Debenture Holders" section in this press release.
For information regarding the Company's material loans as of December 31, 2017, see " Aggregation of the information regarding the Company's Material Loans" section in this press release .
For a summary of the Company's financial liabilities as of December 31, 2017, see "Disclosure for Debenture Holders" section in this press release.
 
Conference Call Details
The Company will be hosting a conference call regarding its results for the year 2017 and for the fourth quarter of 2017 on Monday, March 26, 2018 at 09:00 am ET, 06:00 am PT, 14:00 UK time, 16:00 Israel time. On the call, management will review and discuss the results, and will be available to answer questions. To participate, please either access the live webcast on the Company's website, or call one of the following teleconferencing numbers below. Please begin placing your calls at least 10 minutes before the conference call commences. If you are unable to connect using the toll-free numbers, please try the international dial-in number.
 
US Dial-in Number: 1 888 407 2553            UK Dial-in Number: 0 800 917 9141
 
Israel Dial-in Number: 03 918 0610            International Dial-in Number: +972 3 918 0610
 
at: 09:00 am Eastern Time; 06:00 am Pacific Time; 14:00 UK Time; 16:00 Israel Time
 
To access the live webcast of the conference call, please access the investor relations section of Cellcom Israel's website: www.cellcom.co.il. After the call, a replay of the call will be available under the same investor relations section.
 
A NNUAL REPORT FOR 2017
Cellcom Israel will be filing its annual report for the year ended December 31, 2017 (on Form 20-F) with the US Securities and Exchange Commission on March 26, 2018. The annual report will be available for download from the investor relations section of Cellcom Israel's website: www.cellcom.co.il. Cellcom Israel will furnish a hard copy to any shareholder who so requests, without charge. Such requests may be sent through the Company's website or by sending a postal mail request to Cellcom Israel Ltd., 10 Hagavish Street, Netanya, Israel (attention: Chief Financial Officer).
 
- 14 -

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 2.817 million cellular subscribers (as at December 31, 2017) 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 (as of December 2014), internet infrastructure (as of February 2015) and connectivity services and international calling services, as well as landline telephone services in Israel. Cellcom Israel's shares are traded both on the New York Stock Exchange (CEL) and the Tel Aviv Stock Exchange (CEL). For additional information please visit the Company's website http://investors.cellcom.co.il.
 
Forward-Looking Statements
The following information contains, or may be deemed to contain forward-looking statements (as defined in the U.S. Private Securities Litigation Reform Act of 1995 and the Israeli Securities Law, 1968). In some cases, you can identify these statements by forward-looking words such as “may,” “might,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or “continue,” the negative of these terms and other comparable terminology. These forward-looking statements, which are subject to risks, uncertainties and assumptions about the Company, may include projections of the Company's future financial results, its anticipated growth strategies and anticipated trends in its business. These statements are only predictions based on the Company's current expectations and projections about future events. There are important factors that could cause the Company's actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements. Factors that could cause such differences include, but are not limited to: changes to the terms of the Company's license, new legislation or decisions by the regulator affecting the Company's operations, new competition and changes in the competitive environment, the outcome of legal proceedings to which the Company is a party, particularly class action lawsuits, the Company's ability to maintain or obtain permits to construct and operate cell sites, and other risks and uncertainties detailed from time to time in the Company's filings with the U.S. Securities and Exchange Commission, including under the caption “Risk Factors” in its Annual Report for the year ended December 31, 2017.
 
Although the Company believes the expectations reflected in the forward-looking statements contained herein are reasonable, it cannot guarantee future results, level of activity, performance or achievements. Moreover, neither the Company nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements. The Company assumes no duty to update any of these forward-looking statements after the date hereof to conform its prior statements to actual results or revised expectations, except as otherwise required by law.
 
The Company prepares its financial statements in accordance with International Financial Reporting Standards (IFRS), as issued by the International Accounting Standards Board (IASB). Unless noted specifically otherwise, the dollar denominated figures were converted to US$ using a convenience translation based on the New Israeli Shekel (NIS)/US$ exchange rate of NIS 3.467 = US$ 1 as published by the Bank of Israel for December 31, 2017.
 
- 15 -

Use of non-IFRS financial measures
 
EBITDA is a non-IFRS measure and is defined as income before financing income (expenses), net; other income (expenses), net (excluding expenses related to employee voluntary retirement plans and gain (loss) due to sale of subsidiaries); income tax; depreciation and amortization and share based payments. This is an accepted measure in the communications industry. The Company presents this measure as an additional performance measure as the Company believes that it enables us to compare operating performance between periods and companies, net of any potential differences which may result from differences in capital structure, taxes, age of fixed assets and related depreciation expenses. EBITDA should not be considered in isolation, or as a substitute for operating income, any other performance measures, or cash flow data, which were prepared in accordance with Generally Accepted Accounting Principles as measures of profitability or liquidity. EBITDA does not take into account debt service requirements, or other commitments, including capital expenditures, and therefore, does not necessarily indicate the amounts that may be available for the Company's use. In addition, EBITDA as presented by the Company may not be comparable to similarly titled measures reported by other companies, due to differences in the way these measures are calculated. See the reconciliation of net income to EBITDA under "Reconciliation of Non-IFRS Measures" in the press release.
 
Free cash flow is a non-IFRS measure and is defined as the net cash provided by operating activities (including the effect of exchange rate fluctuations on cash and cash equivalents) excluding a loan to Golan Telecom, minus the net cash used in investing activities excluding short-term investment in tradable debentures and deposits and proceeds from sales of such debentures (including interest received in relation to such debentures) and deposits. See "Reconciliation of Non-IFRS Measures" below.
 
Company Contact
Shlomi Fruhling
Chief Financial Officer
investors@cellcom.co.il
Tel: +972 52 998 9735
Investor Relations Contact
Ehud Helft
GK Investor & Public Relations
cellcom@GKIR.com
Tel: +1 617 418 3096
 
 
Financial Tables Follow
- 16 -

Cellcom Israel Ltd.
(An Israeli Corporation)
 
Consolidated Statements of Financial Position
 
               
Convenience
 
               
translation into
 
               
US dollar
 
   
December 31,
   
December 31,
   
December 31,
 
   
2016
     
2017
   
2017
   
NIS millions
   
NIS millions
   
US$ millions
 
                       
Assets
                     
Cash and cash equivalents
   
1,240
     
527
     
152
 
Current investments, including derivatives
   
284
     
364
     
105
 
Trade receivables
   
1,325
     
1,280
     
369
 
Current tax assets
   
25
     
4
     
1
 
Other receivables
   
61
     
89
     
26
 
Inventory
   
64
     
70
     
20
 
                         
Total current assets
   
2,999
     
2,334
     
673
 
                         
Trade and other receivables
   
796
     
895
     
258
 
Property, plant and equipment, net
   
1,659
     
1,598
     
461
 
Intangible assets and others, net
   
1,207
     
1,260
     
364
 
Deferred tax assets
   
1
     
-
     
-
 
                         
Total non- current assets
   
3,663
     
3,753
     
1,083
 
                         
Total assets
   
6,662
     
6,087
     
1,756
 
                         
Liabilities
                       
Current maturities of debentures and of loans from financial institutions
   
863
     
618
     
179
 
Trade payables and accrued expenses
   
675
     
652
     
188
 
Current tax liabilities
   
-
     
4
     
1
 
Provisions
   
108
     
91
     
26
 
Other payables, including derivatives
   
279
     
277
     
80
 
                         
Total current liabilities
   
1,925
     
1,642
     
474
 
                         
Long-term loans from financial institutions
   
340
     
462
     
134
 
Debentures
   
2,866
     
2,360
     
681
 
Provisions
   
30
     
21
     
6
 
Other long-term liabilities
   
31
     
15
     
4
 
Liability for employee rights upon retirement, net
   
12
     
15
     
4
 
Deferred tax liabilities
   
118
     
131
     
38
 
                         
Total non- current liabilities
   
3,397
     
3,004
     
867
 
                         
Total liabilities
   
5,322
     
4,646
     
1,341
 
                         
Equity attributable to owners of the Company
                       
Share capital
   
1
     
1
     
-
 
Cash flow hedge reserve
   
(1
)
   
-
     
-
 
Retained earnings
   
1,322
     
1,436
     
414
 
                         
Non-controlling interests
   
18
     
4
     
1
 
                         
Total equity
   
1,340
     
1,441
     
415
 
                         
Total liabilities and equity
   
6,662
     
6,087
     
1,756
 

 
- 17 -

 
Cellcom Israel Ltd.
(An Israeli Corporation)

Consolidated Statements of Income
 
 
                   
Convenience
 
 
                   
translation into
 
 
                   
US dollar
 
 
 
Year ended
   
Year ended
   
Year ended
   
Year ended
 
 
 
December 31,
   
December 31,
   
December 31,
   
December 31,
 
 
 
2015
   
2016
   
2017
   
2017
 
 
 
NIS millions
   
NIS millions
   
NIS millions
   
US$ millions
 
 
                       
Revenues
   
4,180
     
4,027
     
3,871
     
1,117
 
Cost of revenues
   
(2,763
)
   
(2,702
)
   
(2,680
)
   
(773
)
 
                               
Gross profit
   
1,417
     
1,325
     
1,191
     
344
 
 
                               
Selling and marketing expenses
   
(620
)
   
(574
)
   
(479
)
   
(138
)
General and administrative expenses
   
(465
)
   
(420
)
   
(426
)
   
(123
)
Other income (expenses), net
   
(22
)
   
(21
)
   
11
     
3
 
 
                               
Operating profit
   
310
     
310
     
297
     
86
 
 
                               
Financing income
   
55
     
46
     
52
     
15
 
Financing expenses
   
(232
)
   
(196
)
   
(196
)
   
(57
)
Financing expenses, net
   
(177
)
   
(150
)
   
(144
)
   
(42
)
 
                               
Profit before taxes on income
   
133
     
160
     
153
     
44
 
 
                               
Taxes on income
   
(36
)
   
(10
)
   
(40
)
   
(11
)
Profit for the year
   
97
     
150
     
113
     
33
 
Attributable to:
                               
Owners of the Company
   
95
     
148
     
112
     
33
 
Non-controlling interests
   
2
     
2
     
1
     
-
 
Profit for the year
   
97
     
150
     
113
     
33
 
 
                               
Earnings per share
                               
Basic earnings per share (in NIS)
   
0.95
     
1.47
     
1.11
     
0.32
 
 
                               
Diluted earnings per share (in NIS)
   
0.95
     
1.47
     
1.10
     
0.32
 
 
                               
Weighted-average number of shares used in the calculation of basic earnings per share (in shares)
   
100,589,458
     
100,604,578
     
100,654,935
     
100,654,935
 
 
                               
Weighted-average number of shares used in the calculation of diluted earnings per share (in shares)
   
100,589,530
     
100,698,306
     
100,889,661
     
100,889,661
 

- 18 -

 
Cellcom Israel Ltd.
(An Israeli Corporation)

Consolidated Statements of Cash Flows

 
                   
Convenience
 
 
                   
translation into
 
 
                   
US dollar
 
 
 
Year ended
   
Year ended
   
Year ended
   
Year ended
 
 
 
December 31,
   
December 31,
   
December 31,
   
December 31,
 
 
 
2015
   
2016
     
2017
   
2017
 
 
NIS millions
   
NIS millions
   
NIS millions
   
US$ millions
 
Cash flows from operating activities
                           
Profit for the year
   
97
     
150
     
113
     
33
 
Adjustments for:
                               
Depreciation and amortization
   
562
     
534
     
555
     
160
 
Share based payments
   
3
     
6
     
2
     
-
 
Loss (gain) on sale of property, plant and equipment
   
(1
)
   
10
     
(1
)
   
-
 
Gain on sale of shares in a consolidated company
   
-
     
-
     
(10
)
   
(3
)
Income tax expense
   
36
     
10
     
40
     
11
 
Financing expenses, net
   
177
     
150
     
144
     
42
 
 
                               
Changes in operating assets and liabilities:
                               
Change in inventory
   
4
     
21
     
(6
)
   
(2
)
Change in trade receivables (including long-term amounts)
   
209
     
(28
)
   
132
     
38
 
Change in other receivables (including long-term amounts)
   
(34
)
   
(5
)
   
(191
)
   
(55
)
Change in trade payables, accrued expenses and provisions
   
(54
)
   
-
     
(27
)
   
(8
)
Change in other liabilities (including long-term amounts)
   
(95
)
   
20
     
28
     
8
 
Payments for derivative hedging contracts, net
   
-
     
-
     
(3
)
   
(1
)
Income tax paid
   
(68
)
   
(88
)
   
(44
)
   
(12
)
Income tax received
   
-
     
1
     
42
     
12
 
Net cash from operating activities
   
836
     
781
     
774
     
223
 
 
                               
Cash flows used in investing activities
                               
Acquisition of property, plant, and equipment
   
(305
)
   
(295
)
   
(346
)
   
(100
)
Additions to intangible assets and others
   
(91
)
   
(73
)
   
(237
)
   
(68
)
Dividend received
   
2
     
-
     
-
     
-
 
Change in current investments, net
   
231
     
(9
)
   
(77
)
   
(22
)
Proceeds from sale of property, plant and equipment
   
4
     
2
     
1
     
-
 
Interest received
   
15
     
11
     
12
     
3
 
Repayment of a long-term deposit
   
48
     
-
     
-
     
-
 
Proceeds from sale of shares in a consolidated company, net of cash disposed
   
-
     
-
     
3
     
1
 
Net cash used in investing activities
   
(96
)
   
(364
)
   
(644
)
   
(186
)
- 19 -

 
Cellcom Israel Ltd.
(An Israeli Corporation)

Consolidated Statements of Cash Flows (cont'd)
 
 
                   
Convenience
 
 
                   
translation into
 
 
                   
US dollar
 
 
 
Year ended
   
Year ended
   
Year ended
   
Year ended
 
 
 
December 31,
   
December 31,
   
December 31,
   
December 31,
 
 
 
2015
   
2016
     
2017
   
2017
 
 
NIS millions
   
NIS millions
   
NIS millions
   
US$ millions
 
 
                           
Cash flows used in financing activities
                           
Payments for derivative contracts, net
   
(32
)
   
(13
)
   
(3
)
   
(1
)
Receipt of long-term loans from financial institutions
   
-
     
340
     
200
     
58
 
Repayment of debentures
   
(873
)
   
(732
)
   
(864
)
   
(249
)
Proceeds from issuance of debentures, net of issuance costs
   
(3
)
   
653
     
-
     
-
 
Dividend paid
   
(1
)
   
(1
)
   
(1
)
   
-
 
Interest paid
   
(227
)
   
(185
)
   
(175
)
   
(51
)
 
                               
Net cash from (used in) financing activities
   
(1,136
)
   
62
     
(843
)
   
(243
)
 
                               
Changes in cash and cash equivalents
   
(396
)
   
479
     
(713
)
   
(206
)
 
                               
Cash and cash equivalents as at the beginning of the year
   
1,158
     
761
     
1,240
     
358
 
 
                               
Effect of exchange rate fluctuations on cash and cash equivalents
   
(1
)
   
-
     
-
     
-
 
 
                               
Cash and cash equivalents as at the end of the year
   
761
     
1,240
     
527
     
152
 

- 20 -

 
Cellcom Israel Ltd.
(An Israeli Corporation)

Reconciliation for Non-IFRS Measures
 
EBITDA

The following is a reconciliation of net income to EBITDA:
 
   
Year ended December 31
   
Convenience
translation
into US dollar
Year ended
December 31
 
   
2015
NIS millions
   
2016
NIS millions
   
2017
NIS millions
   
2017
US$ millions
 
Net income
   
97
     
150
     
113
     
33
 
Income taxes          
   
36
     
10
     
40
     
11
 
Financing income          
   
(55
)
   
(46
)
   
(52
)
   
(15
)
Financing expenses          
   
232
     
196
     
196
     
57
 
Other expenses (income)          
   
(3
)
   
8
     
(1
)
   
-
 
Depreciation and amortization          
   
562
     
534
     
555
     
160
 
Share based payments          
   
3
     
6
     
2
     
-
 
EBITDA          
   
872
     
858
     
853
     
246
 
 
   
Three-month period ended
December 31
 
   
2015
NIS millions
   
2016
NIS millions
   
2017
NIS millions
   
Convenience
translation
into US dollar
2017
US$ millions
 
Net income          
   
19
     
14
     
10
     
3
 
Income taxes          
   
12
     
(22
)
   
5
     
1
 
Financing income          
   
(11
)
   
(13
)
   
(17
)
   
(5
)
Financing expenses          
   
59
     
53
     
47
     
14
 
Other expenses          
   
1
     
3
     
1
     
-
 
Depreciation and amortization          
   
143
     
136
     
143
     
42
 
Share based payments
   
2
     
2
     
-
     
-
 
EBITDA          
   
225
     
173
     
189
     
55
 

 
- 21 -

Cellcom Israel Ltd.
 (An Israeli Corporation)

Reconciliation for Non-IFRS Measures (cont'd)

Free cash flow

The following table shows the calculation of free cash flow:
 
   
Year ended December 31
   
Convenience
translation
into US dollar
Year ended
December 31
 
   
2015
NIS millions
   
2016
NIS millions
   
2017
NIS millions
   
2017
US$ millions
 
Cash flows from operating activities( * )
   
836
     
781
     
774
     
223
 
Loan to Golan Telecom          
   
-
     
-
     
130
     
38
 
Cash flows from investing activities
   
(96
)
   
(364
)
   
(644
)
   
(186
)
Purchase (sale) of tradable debentures( ** )
   
(246
)
   
(1
)
   
65
     
19
 
Free cash flow          
   
494
     
416
     
325
     
94
 
 
   
Three-month period ended
December 31
 
   
2015
NIS millions
   
2016
NIS millions
   
2017
NIS millions
   
Convenience
translation
into US dollar
2017
US$ millions
 
Cash flows from operating activities( * )
   
210
     
178
     
214
     
62
 
Cash flows from investing activities
   
8
     
(96
)
   
(133
)
   
(39
)
Purchase (sale) of tradable debentures( ** )
   
(97
)
   
1
     
(4
)
   
(1
)
Free cash flow          
   
121
     
83
     
77
     
22
 
 
(*)  Including the effects of exchange rate fluctuations in cash and cash equivalents.
(**) Net of interest received in relation to tradable debentures.
 
- 22 -

 
Cellcom Israel Ltd.
(An Israeli Corporation)

Key financial and operating indicators
 
NIS millions unless otherwise stated
   
Q1-2016
     
Q2-2016
     
Q3-2016
     
Q4-2016
     
Q1-2017
     
Q2-2017
     
Q3-2017
     
Q4-2017
   
FY-2016
   
FY-2017
 
 
                                                                           
Cellular service revenues
   
559
     
567
     
534
     
502
     
509
     
481
     
488
     
451
     
2,162
     
1,929
 
Fixed-line service revenues
   
264
     
264
     
276
     
267
     
279
     
292
     
292
     
303
     
1,071
     
1,166
 
 
                                                                               
Cellular equipment revenues
   
219
     
217
     
195
     
205
     
183
     
192
     
191
     
204
     
836
     
770
 
Fixed-line equipment revenues
   
29
     
30
     
39
     
60
     
37
     
39
     
47
     
59
     
158
     
182
 
                                                                                 
Inter-segment adjustments
   
(49
)
   
(49
)
   
(52
)
   
(50
)
   
(49
)
   
(42
)
   
(43
)
   
(42
)
   
(200
)
   
(176
)
Total revenues
   
1,022
     
1,029
     
992
     
984
     
959
     
962
     
975
     
975
     
4,027
     
3,871
 
                                                                                 
Cellular EBITDA
   
178
     
181
     
149
     
117
     
159
     
158
     
160
     
118
     
625
     
595
 
Fixed-line EBITDA
   
60
     
57
     
60
     
56
     
42
     
79
     
66
     
71
     
233
     
258
 
Total EBITDA
   
238
     
238
     
209
     
173
     
201
     
237
     
226
     
189
     
858
     
853
 
 
                                                                               
Operating profit
   
101
     
104
     
73
     
32
     
67
     
102
     
83
     
45
     
310
     
297
 
Financing expenses, net
   
24
     
44
     
42
     
40
     
31
     
44
     
39
     
30
     
150
     
144
 
Profit for the period
   
59
     
44
     
33
     
14
     
26
     
45
     
32
     
10
     
150
     
113
 
 
                                                                               
Free cash flow
   
149
     
103
     
81
     
83
     
66
     
77
     
105
     
77
     
416
     
325
 
 
                                                                               
Cellular subscribers at the end of period (in 000's)
   
2,813
     
2,812
     
2,822
     
2,801
     
2,792
     
2,779
     
2,805
     
2,817
     
2,801
     
2,817
 
Monthly cellular ARPU (in NIS)
   
65.2
     
66.0
     
62.8
     
59.3
     
60.2
     
57.0
     
57.8
     
53.6
     
63.3
     
57.1
 
Churn rate for cellular subscribers (%)
   
11.1
%
   
10.6
%
   
10.5
%
   
10.4
%
   
12.0
%
   
10.8
%
   
11.5
%
   
11.5
%
   
42.4
%
   
45.8
%
 
 
- 23 -

Cellcom Israel Ltd.

Disclosure for debenture holders as of December 31, 2017

Aggregation of the information regarding the debenture series issued by the Company (1) , in million NIS
 
Series
Original Issuance Date
Principal on the Date of Issuance
As of 31.12.2017
As of 25.03.2018
Interest Rate (fixed)
Principal Repayment Dates
Interest Repayment Dates (3)
Linkage
Trustee
Contact Details
Principal
Balance on Trade
Linked Principal Balance
Interest Accumulated in Books
Debenture Balance   Value in Books (2)
Market Value
Principal Balance on Trade
Linked Principal Balance
From
To
F (4)(5)(6)(9)**
20/03/12
714.802
643.322
659.060
14.853
673.913
463.921
428.881
438.142
4.60%
05.01.17
05.01.20
January-5
and July-5
Linked to CPI
Strauss Lazar Trust Company (1992) Ltd. Ori Lazar. 17 Yizhak Sadeh St., Tel Aviv. Tel: 03- 6237777.
G (4)(5)(6)(9)**
20/03/12
285.198
228.158
228.217
7.821
236.038
90.633
85.559
85.593
6.99%
05.01.17
05.01.19
January-5
and July-5
Not linked
Strauss Lazar Trust Company (1992) Ltd. Ori Lazar. 17 Yizhak Sadeh St., Tel Aviv. Tel: 03- 6237777.
H (4)(5)(7)**
08/07/14
03/02/15*
11/02/15*
949.624
949.624
848.514
9.221
857.735
987.419
949.624
874.140
1.98%
05.07.18
05.07.24
January-5
and July-5
Linked to CPI
Mishmeret Trust Company Ltd. Rami Sebty. 48 Menachem Begin Rd. Tel Aviv. Tel: 03-6374355.
I (4)(5)(7)**
08/07/14
03/02/15*
11/02/15*
30/03/16*
804.010
804.010
761.438
16.324
777.762
888.753
804.010
776.532
4.14%
05.07.18
05.07.25
January-5 
and July-5
Not linked
Mishmeret Trust Company Ltd. Rami Sebty. 48 Menachem Begin Rd. Tel Aviv. Tel: 03-6374355.
J (4)(5)
26/09/16
103.267
103.267
102.349
1.241
103.590
112.086
103.267
102.391
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)(8)**
26/09/16
303.971
303.971
301.186
5.292
306.478
327.985
303.971
301.318
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.
L ***
23/01/18
400.600
         
400.600
396.487
2.50%
05.01.23
05.01.28
January-5
Not linked
Strauss Lazar Trust Company (1992) Ltd. Ori Lazar. 17 Yizhak Sadeh St., Tel Aviv. Tel: 03- 6237777.
Total
 
3,561.472
3,032.352
2,900.764
54.752
2,955.516
2,870.797
3,075.912
2,974.603
 
 
 
 
 
 
 
- 24 -

Comments :

(1) For a summary of the terms of the Company's outstanding debentures see the Company's 2017 Annual Report under "Item 5. Operating and Financial Review and Prospects - B. Liquidity and Capital Resources - Debt Service - Public Debentures". In the reporting period, the Company fulfilled all terms of the debentures and Indentures. Debentures financial covenants - as of December 31, 2017 the net leverage (net debt to EBITDA excluding one time events ratio- see definition in the reference above to the Company's 2017 Annual Report) was 3.00. In the reporting period, no cause for early repayment occurred. (2) Including interest accumulated in the books. (3) Semi annual payments. (4) Regarding the debentures, the Company undertook not to create any pledge on its assets, as long as debentures or loans are not fully repaid, subject to certain exclusions. (5) Regarding the debentures - the Company has the right for early redemption under certain terms. (6) Regarding debenture Series F and G - in June 2013, following a second decrease of the Company's debenture rating since their issuance, the annual interest rate has been increased by 0.25% to 4.60% and 6.99%, respectively, beginning July 5, 2013. (7) In February 2015, pursuant to an exchange offer of the Company's Series H and I debentures for a portion of the Company's outstanding Series D and E debentures, respectively, the Company exchanged approximately NIS 555 million principal amount of Series D debentures with approximately NIS 844 million principal amount of Series H debentures, and approximately NIS 272 million principal amount of Series E debentures with approximately NIS 335 million principal amount of Series I debentures. Series D and E debentures were fully repaid in July 2017 and in January 2017, respectively. (8) In June 2017, the Company undertook to issue NIS 220 million principle amount of additional series K debentures in July 1, 2018, under certain terms. See the Company's annual report for the year ended December 31, 2017 on Form 20-F, under "Item 5. Operating and Financial Review and Prospects - B. Liquidity and Capital Resources - Debt Service - Public Debentures". (9) On January 5, 2018, after the end of the reporting period, the Company repaid principal payments of approximately NIS 362 million of Series F and G debentures (the ex-date of which was December 24, 2017).

(*) On these dates additional debentures of the series were issued, the information in the table refers to the full series.
(**) As of December 31, 2017, debentures Series F through I and K are material, which represent 5% or more of the total liabilities of the Company, as presented in the financial statements.
(***) Debenture Series L was issued after the end of the reporting period.
 
- 25 -

Cellcom Israel Ltd.

Disclosure for debenture holders as of December 31, 2017 (cont'd)

Debentures Rating Details*

Series
Rating Company
Rating as of 31.12.2017 (1)
Rating as of 25.03.2018
Rating assigned upon issuance of the Series
Recent date of rating as of 25.03.2018
Additional ratings between original issuance and the recent date of rating as of 25.03.2018 (2)
 
Rating
F
S&P Maalot
A+
A+
AA
01/2018
05/2012, 11/2012, 06/2013, 06/2014, 08/2014, 01/2015, 09/2015, 03/2016, 08/2016, 06/2017, 01/2018
AA,AA-,A+ (2)
G
S&P Maalot
A+
A+
AA
01/2018
05/2012, 11/2012, 06/2013, 06/2014, 08/2014, 01/2015, 09/2015, 03/2016, 08/2016, 06/2017, 01/2018
AA,AA-,A+ (2)
H
S&P Maalot
A+
A+
A+
01/2018
06/2014, 08/2014, 01/2015, 09/2015, 03/2016, 08/2016, 06/2017, 01/2018
A+ (2)
I
S&P Maalot
A+
A+
A+
01/2018
06/2014, 08/2014, 01/2015, 09/2015, 03/2016, 08/2016, 06/2017, 01/2018
A+ (2)
J
S&P Maalot
A+
A+
A+
01/2018
08/2016, 06/2017, 01/2018
A+ (2)
K
S&P Maalot
A+
A+
A+
01/2018
08/2016, 06/2017, 01/2018
A+ (2)
L (3)
S&P Maalot
 
A+
A+
01/2018
   

(1)
In January 2018, S&P Maalot affirmed the Company's rating of “ilA+/stable”.
 
(2)
In May 2012, S&P Maalot updated the Company's rating from an "ilAA/negative" to an “ilAA-/negative”. In November 2012, S&P Maalot affirmed the Company's rating of “ilAA-/negative”. In June 2013, S&P Maalot updated the Company's rating from an "ilAA-/negative" to an “ilA+/stable”. In June 2014, August 2014, January 2015, September 2015, March 2016, August 2016, June 2017 and January 2018, S&P Maalot affirmed the Company's rating of “ilA+/stable”. For details regarding the rating of the debentures see the S&P Maalot report dated August 22, 2017, included in the Company's Shelf offering Report filled in the Israeli Securities Authority website ('MAGNA") on January 22, 2018 .
 
(3)
Debenture Series L was issued after the end of the reporting period.
 
* 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.
 
- 26 -

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

Loan
 
 
Provision Date
 
Principal Amount as of 31.12.2017
Interest Rate (nominal)
Principal Repayment Dates (annual payments)
Interest Repayment Dates (semi-annual payments)
Linkage
From
To
   
Loan from financial institution
06/2016
200
4.60%
30.06.18
30.06.21
June-30
and December-31, commencing December 31, 2016 through June 30, 2021
Not linked
Loan from bank
12/2016
140
4.90%
30.06.18
30.06.22
June-30 and December 30, commencing June 30, 2017 through June 30, 2022
Not linked
Loan from financial institution
06/2017
200
5.10%
30.06.19
30.06.22
June-30
and December-31, commencing December 31, 2017 through June 30, 2022
Not linked
Total
 
540
 
 
 
 
 

Comments :

(1) For a summary of the terms of the Company's loan agreements see the Company's 2017 Annual Report under "Item 5. Operating and Financial Review and Prospects - B. Liquidity and Capital Resources - Other Credit Facilities" and the reference therein to "- Debt Service - Public Debentures". (2) In the reporting period, the Company fulfilled all terms of the loan agreements. (3) Loan agreements financial covenants - as of December 31, 2017 the net leverage (net debt to EBITDA excluding one-time events ratio- see definition in the reference above to the Company's 2017 Annual Report) was 3.00. (4) In the reporting period, no cause for early repayment occurred. (5) In the loan agreements, the Company undertook not to create any pledge on its assets, as long as the loans are not fully repaid, subject to certain exclusions. (6) According to the loan agreements the Company may prepay the loans, subject to a prepayment fee. (7) In June 2017, the Company entered into an additional loan agreement with the lender of the Company's existing bank loan for the provision of a deferred loan in a principal amount of NIS 150 million. See more information in the reference above to the Company's 2017 Annual Report.
 
- 27 -

Cellcom Israel Ltd.
 
Summary of Financial Undertakings (according to repayment dates) as of December 31, 2017

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

 
Principal payments
     
   
ILS linked to CPI
   
ILS not linked to CPI
   
Euro
   
Dollar
   
Other
   
Gross interest payments (without deduction of tax)
 
First year
   
332,545
     
222,292
     
-
     
-
     
-
     
101,081
 
Second year
   
332,545
     
165,506
     
-
     
-
     
-
     
77,484
 
Third year
   
332,545
     
80,327
     
-
     
-
     
-
     
58,843
 
Fourth year
   
166,122
     
156,847
     
-
     
-
     
-
     
48,224
 
Fifth year and on
   
539,046
     
701,369
     
-
     
-
     
-
     
99,573
 
Total
   
1,702,804
     
1,326,340
     
-
     
-
     
-
     
385,204
 

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
     
   
ILS linked to CPI
   
ILS not linked to CPI
   
Euro
   
Dollar
   
Other
   
Gross interest payments (without deduction of tax)
 
First year
   
-
     
50,000
     
-
     
-
     
-
     
18,241
 
Second year
   
-
     
100,000
     
-
     
-
     
-
     
14,655
 
Third year
   
-
     
100,000
     
-
     
-
     
-
     
9,812
 
Fourth year
   
-
     
100,000
     
-
     
-
     
-
     
4,955
 
Fifth year and on
   
-
     
50,000
     
-
     
-
     
-
     
1,265
 
Total
   
-
     
400,000
     
-
     
-
     
-
     
48,927
 

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

 
Principal payments
     
   
ILS linked to CPI
   
ILS not linked to CPI
   
Euro
   
Dollar
   
Other
   
Gross interest payments (without deduction of tax)
 
First year
   
-
     
28,000
     
-
     
-
     
-
     
6,153
 
Second year
   
-
     
28,000
     
-
     
-
     
-
     
4,800
 
Third year
   
-
     
28,000
     
-
     
-
     
-
     
3,430
 
Fourth year
   
-
     
28,000
     
-
     
-
     
-
     
2,056
 
Fifth year and on
   
-
     
28,000
     
-
     
-
     
-
     
684
 
Total
   
-
     
140,000
     
-
     
-
     
-
     
17,124
 

d.
Credit from banks abroad based on the Company's "Solo" financial data (in thousand NIS) - None.
 
- 28 -

Cellcom Israel Ltd.
 
Summary of Financial Undertakings (according to repayment dates) as of December 31, 2017 (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
     
   
ILS linked to CPI
   
ILS not linked to CPI
   
Euro
   
Dollar
   
Other
   
Gross interest payments (without deduction of tax)
 
First year
   
332,545
     
300,292
     
-
     
-
     
-
     
125,475
 
Second year
   
332,545
     
293,506
     
-
     
-
     
-
     
96,939
 
Third year
   
332,545
     
208,327
     
-
     
-
     
-
     
72,084
 
Fourth year
   
166,122
     
284,847
     
-
     
-
     
-
     
55,236
 
Fifth year and on
   
539,046
     
779,369
     
-
     
-
     
-
     
101,521
 
Total
   
1,702,804
     
1,866,340
     
-
     
-
     
-
     
451,255
 

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
     
   
ILS linked to CPI
   
ILS not linked to CPI
   
Euro
   
Dollar
   
Other
   
Gross interest payments (without deduction of tax)
 
First year
   
885
     
708
     
-
     
-
     
-
     
545
 
Second year
   
885
     
455
     
-
     
-
     
-
     
487
 
Third year
   
885
     
74
     
-
     
-
     
-
     
451
 
Fourth year
   
1,308
     
1,310
     
-
     
-
     
-
     
430
 
Fifth year and on
   
4,550
     
7,252
     
-
     
-
     
-
     
1,045
 
Total
   
8,514
     
9,799
     
-
     
-
     
-
     
2,959
 

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.
 
 
- 29 -
Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
  CELLCOM ISRAEL LTD.  
       
Date: March 26, 2018
By:
/s/ Liat Menahemi Stadler  
    Name: Liat Menahemi Stadler  
    Title: VP Legal and Corporate Secretary  
       
 
 

 
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