Cellcom Israel Announces First Quarter 2015 Results

NETANYA, Israel, May 14, 2015 /PRNewswire/ --

First quarter 2015 results reflect the aggressive competition characterizing the quarter alongside the successful launch of Cellcom tv

Revenues for the first quarter of 2015 totaled NIS 1,062 million

EBITDA¹ for the first quarter of 2015 totaled NIS 196 million and excluding a one-time effect² EBITDA totaled NIS 226 million

Net income for the first quarter of 2015 totaled NIS 26 million and excluding a one-time effect² net income totaled NIS 51 million

Nir Sztern, the Company's Chief Executive Officer: "Yesterday we announced a revolution in the landline market, offering a full triple-play package for a price of NIS 149 per month. We expect growth in activity in the landline market in Israel in 2015 and we are prepared for the new competition in this market both through offering double and triple play packages and through Cellcom tv service."

First Quarter 2015 Highlights (compared to first quarter of 2014): 

• Total Revenues totaled NIS 1,062 million ($267 million) compared to NIS 1,130 million ($284 million) in the first quarter last year, a decrease of 6%
• Service revenues totaled NIS 800 million ($201 million) compared to NIS 927 million ($233 million) in the first quarter last year, a decrease of 13.7%
• EBITDA¹ totaled NIS 196 million² ($49 million) compared to NIS 340 million ($85 million) in the first quarter last year, a decrease of 42.4%. Excluding a one-time effect², EBITDA totaled NIS 226 million ($57 million), a decrease of 33.5%
• EBITDA margin 18.5%, down from 30.1%
• Operating income totaled NIS 55 million ($14 million) compared to NIS 185 million ($46 million) in the first quarter last year, a decrease of 70.3%
• Net income totaled NIS 26 million ($7 million) compared to NIS 114 million ($29 million) in the first quarter last year, a decrease of 77.2%. Excluding a one-time effect², net income totaled NIS 51 million ($13 million) a decrease of 55.3%
• Free cash flow¹ totaled NIS 127 million ($32 million) compared to NIS 366 million ($92 million) in the first quarter last year, a decrease of 65.3%
• Cellular subscriber base totaled approx. 2.885 million subscribers (at the end of March 2015)

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

² The results for the first quarter of 2015 include a one-time expense in an amount of NIS 30 million, as a result of entering a collective employment agreement.

Commenting on the results, Nir Sztern, the Company's Chief Executive Officer, said:

"The first quarter of 2015 results reflect the challenges and opportunities for Cellcom Group. In the cellular sector we continue to see an aggressive competition and continued decline in results, and on the other hand we begin to see the influence of the investments in the Group's future growth engines.

In this quarter as well, we continued to see an aggressive price competition in the cellular sector and a continued decline in service revenues and a decrease in the subscriber base. Alongside the decrease in revenues and a one-time expense due to our entry into the collective employment agreement, the Group continues the streamlining processes. These days we are in the process of a cross-company voluntary retirement plan whose impact on expenses we expect to see during the year, as the Group is committed to continue working in the coming quarters to adjust the cost structure and manpower in all areas of the Group's operations.

Alongside the adverse impact on the cellular operation, the Group is operating and investing in future growth engines in the landline sector which we expect, over time, to lead to growth in revenues and improvement in profitability.

In the beginning of the quarter, we successfully launched Cellcom tv with an unprecedented recruitment of over 20,000 customers within 3 months. This move was also awarded the 'winning 2014 launch' prize by the Israeli Marketing Association. We are encouraged by the continued high customer recruitment rate, bringing with it the beginning of income, alongside an approximately NIS 20 million decrease in EBITDA due to expenses associated with entering this sector.

Yesterday, we announced another significant revolution in the Israeli landline market, with a triple-play offer (Cellcom tv, Internet connectivity and infrastructure and telephony) for a price of NIS 149 per month. An unprecedented price, lower by over 50% than the market price for these services.

Out of all the companies entering the wholesale market, we are currently the only one that is prepared for immediate competition, with a TV service, a substantial presence in Israeli households enjoying the Group's various services and a service, sales, and installation infrastructure which is among the largest in the country.

We already see strong demand from our customers for an integrated solution of Internet connectivity and infrastructure in the wholesale market, and with the transfer to the automated phase of the wholesale market and to the triple-play packages, we expect to see growth in demand for these products.

We believe that the Ministry of Communications will continue to work professionally and decisively in order to increase competition in this market, which will allow us to offer the Israeli customer a high quality and advanced product at prices significantly lower than market prices.

Since the beginning of 2015, we have executed financial steps to adjust the debt structure to the Group's cash flow needs for the coming years, to allow the Group to continue to invest in the landline market and turn it into a main growth engine, while retaining our position as the largest cellular operator in Israel, even when the competition in the mobile market intensifies."

Shlomi Fruhling, Chief Financial Officer, commented:

"Alongside the successful launch of Cellcom tv, the competition in the market continued to intensify during the first quarter of 2015. The competition results were reflected by the continued decline in service revenues, and an increase in the number of customers that changed their cellular operator. The churn rate of the Company's cellular subscribers in the first quarter of 2015 amounted to 11.9% compared with 11.1% in the same quarter last year. We expect the high level of competition will continue in the coming quarters. In addition, in this quarter we recorded a one-time expense in the amount of NIS 30 million, as a result of the collective employment agreement. This is the first quarter in which the collective employment agreement is fully reflected in the Group's expenses, and excluding the one-time expense, the Group streamlined in its operating expenses by NIS 24 million compared to the same quarter last year.

As noted by Nir, the Group is committed to continue working to adapt its cost structure to the market's conditions. In this context, we are in the process of a voluntary retirement plan, which when completed the Group expects to record a one-time expense in the second quarter of 2015, and later this year  a decrease in the payroll expenses.

The Group continued working, in the first quarter of 2015 as well, to lower its net debt, which at the end of the quarter amounted to NIS 2.9 billion, compared with net debt of NIS 3.6 billion at the end of the same quarter last year. Free cash flow for the first quarter of 2015 amounted to NIS 127 million, a decrease of 65% compared to that of the same quarter last year. Most of the decrease results from a decrease in receipts from customers for services and end user equipment sold in the past and a substantial increase in payments to vendors for end user equipment purchase, due to an increase in such sales in the last two quarters, compared to the same quarters in the previous year.

Since the beginning of 2015, we completed a significant process of adjusting the Company's financing sources to the principal repayment dates of its debt. We have successfully performed an approximately NIS 1 billion exchange of short-term debentures with long-term debentures, and entered a loan agreement with two institutional investors for a total amount of NIS 400 million. We view the success of these steps as a vote of confidence by the capital market in the Group and its strategy. These measures will help the Group to execute the steps and investments necessary for its operations as a communications group providing its customers with a wide variety of communications services.

The Company's Board of Directors decided not to distribute a dividend for the first quarter of 2015, given the continued intensified competition in the market and its adverse effect on the Company's revenues and in order to further strengthen the Company's balance sheet. The Board of Directors will re-evaluate its decision as market conditions develop, and taking into consideration the Company's needs."

Cellcom Israel Ltd. (NYSE: CEL TASE: CEL) ("Cellcom Israel" or the "Company" or the "Group"), announced today its financial results for the first quarter of 2015. Revenues for the first quarter of 2015 totaled NIS 1,062 million ($267 million); EBITDA for the first quarter of 2015 totaled NIS 196 million ($49 million), or 18.5% of total revenues; and net income for the first quarter of 2015 totaled NIS 26 million ($7 million). Basic earnings per share for the first quarter of 2015 totaled NIS 0.25 ($0.06).

Main Consolidated Financial Results:

Main Financial Data by Operating Segments:

 (*)     Cellcom Israel Ltd. and its subsidiaries, excluding Netvision Ltd. and its subsidiaries.

(**)     Netvision Ltd. and its subsidiaries.

(***)    Include inter-company revenues between Cellcom Israel and Netvision, and amortization expenses attributable to the merger.

Main Performance Indicators (data refers to cellular subscribers only):

Financial Review

Revenues for the first quarter of 2015 decreased 6% totaling NIS 1,062 million ($267 million), compared to NIS 1,130 million ($284 million) in the first quarter last year. The decrease in revenues is attributed to a 13.7% decrease in service revenues, which totaled NIS 800 million ($201 million) in the first quarter of 2015 as compared to NIS 927 million ($233 million) in the first quarter last year, which was partially offset by a 29.1% increase in equipment revenues, which totaled NIS 262 million ($66 million) in the first quarter of 2015 as compared to NIS 203 million ($51 million) in the first quarter of 2014. Netvision's contribution to total revenues for the first quarter of 2015 totaled NIS 198 million ($50 million) (excluding inter-company revenues) compared to NIS 214 million ($54 million) in the first quarter of 2014.

The decrease in the first quarter of 2015 service revenues resulted mainly from a decrease in cellular services revenues, due to the ongoing erosion in the price of these services and continued churn of customers resulting from the intensified competition in the cellular market. The decrease in service revenues also resulted from a decrease in revenues from internet services and long distance calls. Netvision's contribution to service revenues for the first quarter of 2015 totaled NIS 181 million ($45 million) (excluding inter-company revenues) compared to NIS 199 million ($50 million) in the first quarter of 2014.

The increase in the first quarter of 2015 equipment revenues resulted mainly from an approximately 31% increase in the number of cellular handsets sold during the first quarter of 2015 as compared with the first quarter of 2014.

Cost of revenues for the first quarter of 2015 totaled NIS 722 million ($181 million), compared to NIS 664 million ($167 million) in the first quarter of 2014, an 8.7% increase. This increase resulted mainly from an increase in costs associated with the sale of cellular handsets, primarily as a result of an increase in the amount of handsets sold during the first quarter of 2015 as compared with the first quarter of 2014 as well as content and customer acquisition costs related to the TV sector which the Company has entered as of the end of 2014.

Gross profit for the first quarter of 2015 decreased 27% to NIS 340 million ($86 million), compared to NIS 466 million ($117 million) in the first quarter of 2014. Gross profit margin for the first quarter of 2015 amounted to 32.0%, down from 41.2% in the first quarter of 2014.

Selling, Marketing, General and Administrative Expenses ("SG&A Expenses") for the first quarter of 2015 increased 1.8% to NIS 287 million ($72 million), compared to NIS 282 million ($71 million) in the first quarter of 2014. This increase is primarily a result of a one-time expense following the entering to a collective employment agreement in the current quarter (see Note 30(10) to the Company's financial statements for the year ended December 31, 2014 included in our most recent annual report for 2014, on form 20-F, filed on Mach 16, 2015), which was partially offset by efficiency measures implemented by the Company.

Operating income for the first quarter 2015 decreased by 70.3% to NIS 55 million ($14 million) from NIS 185 million ($46 million) in the first quarter of 2014. The decrease in the operating income resulted mainly from a decrease in service revenues as well as an increase in content and customer acquisition costs as a result of entering the TV sector and a NIS 30 million one-time expense due to entering a collective employment agreement.

EBITDA for the first quarter of 2015 decreased by 42.4% totaling NIS 196 million ($49 million) compared to NIS 340 million ($85 million) in the first quarter of 2014. EBITDA for the first quarter 2015, as a percent of first quarter revenues, totaled 18.5%, down from 30.1% in the first quarter of 2014. The decrease in the EBITDA resulted mainly from a decrease in service revenues as well as a NIS 30 million one-time expense due to entering a collective employment agreement and costs resulting from entering into the TV sector which adversely affected EBITDA by NIS 20 million. Excluding the one-time effect, EBITDA totaled NIS 226 million ($57 million), a decrease of 33.5% compared to the first quarter of 2014. Netvision's contribution to EBITDA for the first quarter of 2015 totaled NIS 60 million ($15 million) compared to NIS 75 million ($19 million) in the first quarter of 2014.

Financing expenses, net for the first quarter of 2015 decreased 33.3% and totaled NIS 18 million ($5 million), compared to NIS 27 million ($7 million) in the first quarter of 2014. The decrease resulted mainly from a decrease in interest expenses associated with the Company's debentures, due to a decrease in the Company's debt level and Israeli Consumer Price Index ("CPI") linkage income due to a higher deflation in the first quarter of 2015 compared with the deflation in the first quarter of 2014. The decrease was partially offset by an increase in losses from CPI hedging transactions.

Net Income for the first quarter of 2015 totaled NIS 26 million ($7 million), compared to NIS 114 million ($29 million) in the first quarter of 2014, a 77.2% decrease. Net income excluding a one-time expense due to entering a collective employment agreement totaled NIS 51 million ($13 million), a 55.3% decrease compared with the first quarter of 2014.

Basic earnings per share for the first quarter of 2015 totaled NIS 0.25 ($0.06), compared to NIS 1.15 ($0.29) in the first quarter last year.

Operating Review (data refers to cellular subscribers only)

Cellular subscriber base – at the end of the first quarter of 2015 the Company had approximately 2.885 million cellular subscribers. During the first quarter of 2015 the Company's cellular subscriber base decreased by approximately 82,000 net cellular subscribers, mainly pre-paid subscribers.

Cellular Churn Rate for the first quarter of 2015 totaled 11.9%, compared to 11.1% in the first quarter of 2014. The increase in churn rate among cellular subscribers was primarily the result of the intensified competition in the cellular market.

The monthly cellular Average Revenue per User ("ARPU") for the first quarter of 2015 totaled NIS 65.5 ($16.5), compared to NIS 74.7 ($18.8) in the first quarter of 2014. The decrease in ARPU resulted, among others, from the ongoing erosion in the prices of cellular services, resulting from the intensified competition in the cellular market.

Financing and Investment Review

Cash Flow

Free cash flow for the first quarter of 2015, decreased by 65.3% to NIS 127 million ($32 million), compared to NIS 366 million ($92 million) in the first quarter of 2014. The decrease in free cash flow was mainly due to a decrease in receipts from customers for services and end user equipment (receipts received this quarter for equipment sold in the past) and a substantial increase in payments to vendors for end user equipment purchase, due to the increase in sales of end user equipment (in respect of which receipts are expected over a period of up to 36 months) in the last two quarters, compared to the same quarters in the previous year. The decrease was partially offset by a repayment of a long-term deposit.

Total Equity

Total Equity as of March 31, 2015 amounted to NIS 1,118 million ($281 million) primarily consisting of accumulated undistributed retained earnings of the Company.

Investment in Fixed Assets and Intangible Assets

During the first quarter of 2015 the Company invested NIS 88 million ($22 million) in fixed assets and intangible assets (including, among others, investments in the Company's communication networks, information systems and software and TV set-top boxes), compared to NIS 75 million ($19 million) in the first quarter of 2014.

Dividend

On May 13, 2015, the Company's board of directors decided not to declare a cash dividend for the first quarter of 2015. 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 revenues, 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, 2014 on Form 20-F, under "Item 8 - Financial Information – A. Consolidated Statements and Other Financial Information - Dividend Policy".

Debentures

For information regarding the Company's summary of financial liabilities and details regarding the Company's outstanding debentures as of March 31, 2015, see "Disclosure for Debenture Holders" section in this press release.

Other developments during the first quarter of 2015 and subsequent to the end of the reporting period

Network Sharing Agreements

In March 2015, following the previously reported network sharing agreements between the Company and Golan Telecom Ltd., or Golan, which are subject to the approvals of the Israeli Ministry of Communications, or MOC, and the Israeli Antitrust Commissioner, the MOC notified the Company and Golan that the agreements require substantial changes before the MOC reviews them in detail. The Company and Golan have responded to the MOC's letter and addressed the changes requested in the agreements in order to receive the MOC's approval to the agreements.

In addition, in April 2015, the Company and Golan entered an amendment to the network sharing agreements, which generally contained certain clarifications to the agreements, following the Israeli Antitrust Commissioner's comments.

In April 2015, Hot Mobile LTD. and Partner Communications Ltd., the Company's competitors, reported that they received the MOC's approval to their network sharing agreement, previously approved by the Israeli Antitrust Commissioner, and have applied to the MOC for a license for the operation of a joint venture established by them for that purpose.

For additional details see the Company's most recent annual report for the year ended December 31, 2014 on Form 20-F, filed on March 16, 2015, under "Item 3. Key Information – D. Risk Factors – Risks Related to our Business – We operate in a heavily regulated industry, which can harm our results of operations. In recent years, regulation in Israel has materially adversely affected our results" and "We face intense competition in all aspects of our business", and "Item 4. Information on the Company – B. Business Overview – Network and Technology - Network and Cell Sites Sharing Agreements" and "Government Regulation – Network Sharing" and the Company's current report dated March 29, 2015.

Loan Agreement

In May 2015, the Company entered into a loan agreement with two Israeli financial institutions, or Lenders, according to which the Lenders have agreed, subject to certain customary conditions, to provide the Company two deferred loans for the total principal amount of NIS 400 million, unlinked, as follows:

• A principal amount of NIS 200 million will be provided to the Company in June 2016, and will bear an annual fixed interest of 4.6%. The loan's principal amount will be payable in four equal annual payments on June 30 of each of the years 2018 through 2021 (inclusive). The interest will be paid in ten semi-annual installments on June 30 and December 31, of each calendar year commencing December 31, 2016 through and including June 30, 2021.
• A principal amount of NIS 200 million will be provided to the Company in June 2017, and will bear an annual fixed interest of 5.1%. The loan's principal amount will be payable in four equal annual payments on June 30 of each of the years 2019 through 2022 (inclusive). The interest will be paid in ten semi-annual installments on June 30 and December 31, of each calendar year commencing December 31, 2017 through and including June 30, 2022.

Under the agreement, the interest rate may be subject to certain adjustments. Until the provision of the loans, the Company is required to pay the Lenders a commitment fee. The Company may cancel or prepay one or both loans, subject to a certain cancelation fee or prepayment fee, as applicable. The agreement includes standard terms and obligations and also generally includes the negative pledge, limitations on distributions, events of default and financial covenants applicable to the Company's series F through I debentures.

For additional details regarding the Company's public debentures see the Company's most recent annual report for the year ended December 31, 2014 on Form 20-F, filed on March 16, 2015, under "Item 5B. Liquidity and Capital Resources – Debt Service – Public debentures".

Voluntary Retirement Plan

In April 2015, the Group in collaboration with employees' representatives, launched a new voluntary retirement plan for employees. As of the date of this report, the number of employees who intend to join the plan and the one-time expense the Company will record in the second quarter of 2015 with respect to this plan, are still unknown.

Conference Call Details

The Company will be hosting a conference call regarding its results for the first quarter of 2015 on Thursday, May 14, 2015 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.

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

About Cellcom Israel

Cellcom Israel Ltd., established in 1994, is the largest Israeli cellular provider; Cellcom Israel provides its approximately 2.885 million subscribers (as at March 31, 2015) with a broad range of value added services including cellular and landline telephony, roaming services for tourists in Israel and for its subscribers abroad and additional services in the areas of music, video, mobile office etc., based on Cellcom Israel's technologically advanced infrastructure. In addition, at the end of 2014, the Company launched television services over the internet (Over the top TV or OTT TV). The Company operates an LTE 4 generation network (currently partially deployed) and an HSPA 3.5 Generation network enabling advanced high speed broadband multimedia services, in addition to GSM/GPRS/EDGE networks. Cellcom Israel offers Israel's broadest and largest customer service infrastructure including telephone customer service centers, retail stores, and service and sale centers, distributed nationwide. Through its broad customer service network Cellcom Israel offers technical support, account information, direct to the door parcel delivery services, internet and fax services, dedicated centers for hearing impaired, etc. Cellcom Israel further provides through its wholly owned subsidiaries internet connectivity services and international calling services, as well as landline telephone communication services in Israel, in addition to data communication services. Cellcom Israel's shares are traded both on the New York Stock Exchange (CEL) and the Tel Aviv Stock Exchange (CEL). For additional information please visit the Company's website www.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, 2014. 

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 3.98 = US$ 1 as published by the Bank of Israel for March 31, 2015.

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; 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 for Non-IFRS Measures" below.

Free cash flow is a non-IFRS measure and is defined as the net cash provided by operating activities 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 for Non-IFRS Measures" below.

Cellcom Israel Ltd.

 (An Israeli Corporation)

Reconciliation for Non-IFRS Measures

EBITDA

The following is a reconciliation of net income to EBITDA:

Free cash flow

The following table shows the calculation of free cash flow:

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

Cellcom Israel Ltd.

Disclosure for debenture holders as of March 31, 2015

Comments:

(1) In the reporting period, the company fulfilled all terms of the debentures. The company also fulfilled all terms of the Indentures. Debentures Series F through I financial covenants - as of March 31, 2015 the net leverage (net debt to EBITDA excluding one time events ratio- see definition in the Company's annual report for the year ended December 31, 2014 on Form 20-F, under "Item 5. Operating and Financial Review and Prospects – B. Liquidity and Capital Resources – Debt Service") was 2.58 (the Net Leverage ratio without excluding one-time events was 2.58). In the reporting period, no cause for early repayment occurred. (2) Including interest accumulated in the books. (3) Annual payments, excluding Series F through I debentures in which the payments are semi annual. (4) Regarding debenture Series B and F through I, the Company undertook not to create any pledge on its assets, as long as debentures are not fully repaid, subject to certain exclusions. (5) Regarding debenture Series F through I - the Company has the right for early redemption under certain terms (see the Company's annual report for the year ended December 31, 2014 on Form 20-F, under "Item 5. Operating and Financial Review and Prospects– B. Liquidity and Capital Resources – Debt Service". (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, or the Exchange Offer, 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.

 (*)  On these dates additional debentures of the series were issued. The information in the table refers to the full series.

(**) As of March 31, 2015, all series of debentures are material, which represent 5% or more of the total liabilities of the Company, as presented in the financial statements.

(1)  In January 2015, S&P Maalot affirmed the Company's rating of "ilA+/stable".

(2) In September 2007, S&P Maalot issued a notice that the AA- rating for debentures issued by the Company was in the process of recheck with positive implications (Credit Watch Positive). In October 2008, S&P Maalot issued a notice that the AA- rating for debentures issued by the Company is in the process of recheck with stable implications (Credit Watch Stable). This process was withdrawn upon assignment of AA rating in March 2009. In August 2011, S&P Maalot issued a notice that the AA rating for debentures issued by the Company is in the process of recheck with negative implications (Credit Watch Negative). 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, S&P Maalot affirmed the Company's rating of "ilA+/stable". In August 2014, 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 18, 2014.

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

Cellcom Israel Ltd.

Summary of Financial Undertakings (according to repayment dates) as of March 31, 2015

Cellcom Israel Ltd.

Summary of Financial Undertakings (according to repayment dates) as of March 31, 2015 (cont.)

SOURCE Cellcom Israel Ltd.