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      Cellcom Israel Announces First Quarter 2016 Results

      EBITDA(1) for the first quarter of 2016 totaled NIS 238 million, a 21.4% increase compared to the first quarter last year(2).

      Net income for the first quarter of 2016 totaled NIS 59 million, a 126.9% increase compared to the first quarter last year(2).

      Nir Sztern, Cellcom CEO said: "Despite the challenging competitive environment, in the first quarter of 2016 the Group succeeded in strengthening its financial stability and recorded an improvement in the financial indicators alongside a decrease in expenses. In this quarter compared to the first quarter last year, the net income was doubled and EBITDA and Free Cash Flow(1) were increased."

      "We have recently announced the addition of sports channels to Cellcom tv. Since the successful launch of these sport channels, the daily pace of customers joining Cellcom tv has doubled."


      News provided by

      Cellcom Israel Ltd.

      May 23, 2016, 02:01 ET

      Share this article

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      NETANYA, Israel, May 23, 2016 /PRNewswire/ --

      First Quarter 2016 Highlights (compared to first quarter of 2015): 

      • Total Revenues totaled NIS 1,022 million ($271 million) compared to NIS 1,062 million ($282 million) in the first quarter last year, a decrease of 3.8%
      • Service revenues totaled NIS 774 million ($206 million) compared to NIS 800 million ($212 million) in the first quarter last year, a decrease of 3.3%
      • EBITDA1 totaled NIS 238 million ($63 million) compared to NIS 196 million ($52 million) and excluding a one-time expense NIS 226 million ($60 million) in the first quarter last year2, an increase of 21.4% and 5.3% respectively 
      • EBITDA margin 23.3%, up from 18.5%
      • Operating income totaled NIS 101 million ($27 million) compared to NIS 55 million ($15 million) in the first quarter last year2, an increase of 83.6%
      • Net income totaled NIS 59 million ($16 million) compared to NIS 26 million ($7 million) and excluding a one-time expense NIS 51 million ($14 million) in the first quarter last year2, an increase of 126.9% and 15.7% respectively
      • Free cash flow1 totaled NIS 149 million ($40 million) compared to NIS 127 million ($34 million) in the first quarter last year, an increase of 17.3%
      • Cellular subscriber base totaled approx. 2.813 million subscribers (at the end of March 2016)

      _________________________

      1

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

      2

      The results of the first quarter of 2015 include a one-time expense in an amount of approximately NIS 30 million, as a result of entering a collective employment agreement, which affected accordingly the Company's EBITDA and operating income, and with an effect of approximately NIS 25 million on the net income.

      Nir Sztern, the Company's Chief Executive Officer, added:
      "Despite the challenging competitive environment, in the first quarter of 2016 the Group succeeded in strengthening its financial stability and recorded an improvement in the financial indicators alongside a decrease in expenses. In this quarter compared to the first quarter last year, the net income was doubled, EBITDA increased by 21.4% and Free Cash Flow increased by 17.3%. We continue to see the fruits of our work as a communications group, providing the customer a complete value offer. Despite many challenges in the landline wholesale market, we are leading the landline customer acquisition, with, as at March 31, 2016, over 120,000 households in the landline wholesale market and approximately 75,000 households in Cellcom tv, an addition of approximately 11,000 Cellcom tv households in the first quarter 2016.

      We continue our efforts to strengthen our position as a leading communications group. Over the last year we have substantially enlarged Cellcom tv's content offering and we have recently announced the addition of sports channels to Cellcom tv. Since the successful launch of these sport channels, the daily pace of customers joining Cellcom tv has doubled.

      I wish to thank the excellent employees and managers of the Cellcom group, who provide quality service to our customers and form the most significant asset for our business success."

      Shlomi Fruhling, Chief Financial Officer, commented:
      "We expect the market's competition level, as characterized in the first quarter, will remain at a similar pace in the upcoming quarters. Accordingly, the Group continues to work to reduce its operating expenses.

      In the first quarter of 2016 we witnessed a continued erosion in service revenues, which was partially offset by an increase in national roaming revenues and in revenues from Cellcom tv services. We also witnessed a growth in the customer base of Cellcom tv, wholesale market and the triple-play services. Simultaneously, the Group continues to work to lower its operating expenses.

      In the first quarter of 2016, EBITDA totaled NIS 238 million, compared to NIS 196 million (and excluding a one-time expense NIS 226 million) in the first quarter last year, a 21.4% (and 5.3%) increase, and the net income totaled NIS 59 million, compared to NIS 26 million (and excluding a one-time expense NIS 51 million) in the first quarter last year, a 126.9% (and 15.7%) increase.
      The Group continued this quarter also to work to lower its net debt level to NIS 2.68 billion, compared to NIS 2.93 billion in the same quarter last year. The Free Cash Flow totaled to NIS 149 million in the first quarter of 2016, a 17.3% increase compared to the same quarter last year. The increase resulted from a one-time tax refund and a decrease in payments made to suppliers, which was partially offset by a decrease in receipts from customers for services and end user equipment.

      In March 2016, the Company completed a debt raising by a private issuance of additional Series I debentures, for a total consideration of NIS 250 million. This successful issuance reflects the continued investors' vote of confidence in the Company.

      This quarter the Company has started reporting its results by "Cellular" and "Fixed-line" segments, in a way which reflects the Company's decision-making process as a result of entering into new fields of operations.

      The Company's Board of Directors decided not to distribute a dividend for the first quarter of 2016, given the continued intensified competition in the market and its 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."

      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 2016. Revenues for the first quarter of 2016 totaled NIS 1,022 million ($271 million). EBITDA for the first quarter of 2016 totaled NIS 238 million ($63 million), reflecting a margin of 23.3% of total revenues. Net income for the first quarter of 2016 totaled NIS 59 million ($16 million). Basic earnings per share for the first quarter of 2016 totaled NIS 0.59 ($0.16).

      MAIN CONSOLIDATED FINANCIAL RESULTS:


      MAIN FINANCIAL DATA BY OPERATING SEGMENTS:


      Q1/2016

      Q1/2015

      % Change

      Q1/2016

      Q1/2015


      NIS million

      US$ million
       (convenience translation)

      Total revenues

      1,022

      1,062

      (3.8%)

      271

      282

      Operating Income

      101

      55

      83.6%

      27

      15

      Net Income

      59

      26

      126.9%

      16

      7

      Free cash flow

      149

      127

      17.3%

      40

      34

      EBITDA 

      238

      196

      21.4%

      63

      52

      EBITDA, as percent of total revenues

      23.3%

      18.5%

      25.9%



      As a result of recent business and regulatory changes, as well as the Company's entry into new fields of operations in the landline market - sale of television services and sale of internet infrastructure services, the Company's management attention has shifted to focus on two main fields of operations, "Cellular" and "Fixed-line". Accordingly, starting from the first quarter of 2016, the Company presents its operations in two segments, "Cellular" segment and "Fixed-line" segment. These segments are managed separately for allocating resources and assessing performance purposes. The Company adjusted its operating segments reporting for prior periods on a retroactive basis, therefore the segment reporting for those periods reflect the new reporting format.

      • Cellular Segment - the segment includes the cellular communications services, end user cellular equipment and supplemental services.
      • Fixed-line segment - the segment includes landline telephony services, internet infrastructure and connectivity services, television services, end user fixed-line equipment and supplemental services.

      Cellular (*)

      Fixed-line (**)

      Consolidation adjustments

      (***)

      Consolidated results

      Q1/2016

      NIS million

      Total revenues

      778

      293

      (49)

      1,022

      Service revenues

      559

      264

      (49)

      774

      Equipment revenues

      219

      29

      -

      248

      EBITDA

      178

      60

      -

      238

      EBITDA, as percent of total revenues

      22.9%

      20.5%

      -

      23.3%



      (*)

      the segment includes the cellular communications services, end user cellular equipment and supplemental services.

      (**) 

      the segment includes landline telephony services, internet infrastructure and connectivity services, television services, end user fixed-line equipment and supplemental services.

      (***)

      Include cancellation of inter-segment revenues between Cellular and Fixed-line segments.

      FINANCIAL REVIEW

      Revenues for the first quarter of 2016 decreased 3.8% totaling NIS 1,022 million ($271 million), compared to NIS 1,062 million ($282 million) in the first quarter last year. The decrease in revenues is attributed to a 3.3% decrease in service revenues, and a 5.3% decrease in equipment revenues.

      Service revenues totaled NIS 774 million ($206 million) in the first quarter of 2016, a 3.3% decrease from NIS 800 million ($212 million) in the first quarter last year.

      Service revenues in the cellular segment totaled NIS 559 million ($148 million) in the first quarter of 2016, a 4.0% decrease from NIS 582 million ($155 million) in the first quarter last year. This decrease resulted mainly from a decrease in cellular services revenues due to the ongoing erosion in the price of these services and churn of customers resulting from the intensified competition in the cellular market. This decrease was partially offset by an increase in revenues from national roaming.

      Service revenues in the fixed-line segment totaled NIS 264 million ($70 million) in the first quarter of 2016, a 1.9% decrease from NIS 269 million ($71 million) in the first quarter last year. This decrease resulted mainly from a decrease in revenues from long distance calls which was partially offset by an increase in revenues from the TV field.

      Equipment revenues in the first quarter of 2016 totaled NIS 248 million ($66 million), a 5.3% decrease compared to NIS 262 million ($70 million) in the first quarter last year. This decrease resulted mainly from a decrease in the number of cellular handsets sold during the first quarter of 2016 as compared with the first quarter of 2015. This decrease was partially offset by an increase in equipment revenues in the fixed-line segment.

      Cost of revenues for the first quarter of 2016 totaled NIS 670 million ($178 million), compared to NIS 722 million ($192 million) in the first quarter of 2015, a 7.2% decrease. This decrease resulted mainly from a decrease in costs associated with the sale of cellular handsets, primarily as a result of a decrease in the amount of handsets sold during the first quarter of 2016 as compared with the first quarter of 2015, as well as a decrease in the cost of service revenues mainly as a result of a decrease in costs related to local and international operators, which was partially offset by an increase in content costs related to the TV field.

      Gross profit for the first quarter of 2016 Increased 3.5% to NIS 352 million ($93 million), compared to NIS 340 million ($90 million) in the first quarter of 2015. Gross profit margin for the first quarter of 2016 amounted to 34.4%, up from 32.0% in the first quarter of 2015.

      Selling, Marketing, General and Administrative Expenses ("SG&A Expenses") for the first quarter of 2016 decreased 12.5% to NIS 251 million ($66 million), compared to NIS 287 million ($76 million) in the first quarter of 2015. This decrease is primarily a result of an approximately NIS 30 million one-time expense due to entering a collective employment agreement, recorded in the first quarter of 2015, and of the efficiency measures implemented by the Company.

      Operating income for the first quarter of 2016 increased by 83.6% to NIS 101 million ($27 million) from NIS 55 million ($15 million) in the first quarter of 2015. The increase in the operating income resulted mainly from an approximately NIS 30 million one-time expense in the first quarter of 2015, due to entering a collective employment agreement, as well as an improvement in gross profitability and a decrease in operating expenses mainly as a result of efficiency measures implemented by the Company.

      EBITDA for the first quarter of 2016 increased by 21.4% totaling NIS 238 million ($63 million) compared to NIS 196 million ($52 million) in the first quarter of 2015. EBITDA for the first quarter 2016, as a percent of first quarter revenues, totaled 23.3%, up from 18.5% in the first quarter of 2015. The increase in the EBITDA resulted mainly from an approximately NIS 30 million one-time expense in the first quarter of 2015, due to a collective employment agreement and also from an improvement in gross profitability and efficiency measures in operating expenses. Cellular segment EBITDA totaled NIS 178 million ($47 million), compared to NIS 130 million ($35 million) in the first quarter last year, also as a result of an increase in revenues from national roaming as well as a decrease in operating expenses as mentioned above. Fixed-line segment EBITDA totaled NIS 60 million ($16 million), a 9.1% decrease from the first quarter last year, also as a result of an erosion in international calls revenues.

      Financing expenses, net for the first quarter of 2016 increased 33.3% and totaled NIS 24 million ($6 million), compared to NIS 18 million ($5 million) in the first quarter of 2015. The increase resulted mainly from a lower financing income, net from linkage to the Israeli Consumer Price Index ("CPI"), associated with the Company's debentures, offset by CPI hedging transactions, due to a lower deflation in the first quarter of 2016 compared with the first quarter of 2015. The increase was partially offset by a decrease in interest expenses in relation of the Company's debentures, as a result of a decrease in the Company's debt level in the first quarter of 2016 compared to the first quarter of 2015.

      Net Income for the first quarter of 2016 totaled NIS 59 million ($16 million), compared to NIS 26 million ($7 million) in the first quarter of 2015, a 126.9% increase.

      Basic earnings per share for the first quarter of 2016 totaled NIS 0.59 ($0.16), compared to NIS 0.25 ($0.07) in the first quarter last year.

      OPERATING REVIEW

      MAIN PERFORMANCE INDICATORS - cellular segment:


      Q1/2016

      Q1/2015

      Change (%)

      Cellular subscribers at the end of period (in thousands)

      2,813

      2,885

      (2.5%)

      Churn Rate for cellular subscribers (in %)

      11.1%

      11.9%

      (6.7%)

      Monthly cellular ARPU (in NIS)

      65.2

      65.5

      (0.5%)

      Cellular subscriber base – at the end of the first quarter of 2016 the Company had approximately 2.813 million cellular subscribers. During the first quarter of 2016 the Company's cellular subscriber base decreased by approximately 22,000 net cellular subscribers, mainly pre-paid subscribers.

      Cellular Churn Rate for the first quarter of 2016 totaled 11.1%, compared to 11.9% in the first quarter of 2015.

      The monthly cellular Average Revenue per User ("ARPU") for the first quarter of 2016 totaled NIS 65.2 ($17.3), compared to NIS 65.5 ($17.4) in the first quarter of 2015. 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, which was partially offset by an increase in revenues from national roaming.

      MAIN PERFORMANCE INDICATORS - fixed-line segment:

      At the end of the first quarter of 2016, the Company had approximately 121,000 households in the internet infrastructure field and approximately 75,000 households in the TV field.

      FINANCING AND INVESTMENT REVIEW

      Cash Flow
      Free cash flow for the first quarter of 2016 increased by 17.3% to NIS 149 million ($40 million), compared to NIS 127 million ($34 million) in the first quarter of 2015. The increase in free cash flow was mainly due to a one-time tax refund and a decrease in payments made to suppliers for end user equipment purchase, which was partially offset by a decrease in receipts from customers for services and end user equipment.

      Total Equity
      Total Equity as of March 31, 2016 amounted to NIS 1,245 million ($331 million) primarily consisting of accumulated undistributed retained earnings of the Company.

      Cash Capital Expenditures in Fixed Assets and Intangible Assets
      During the first quarter of 2016 the Company invested NIS 90 million ($24 million) in fixed assets and intangible assets (including, among others, investments in the Company's communication networks, information systems, software and TV set-top boxes), compared to NIS 96 million ($25 million) in the first quarter of 2015.

      Dividend
      On May 22, 2016, the Company's board of directors decided not to declare a cash dividend for the first quarter of 2016. 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, 2015 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, 2016, see "Disclosure for Debenture Holders" section in this press release.

      OTHER DEVELOPMENTS DURING THE FIRST QUARTER OF 2016 AND SUBSEQUENT TO THE END OF THE REPORTING PERIOD

      Private Offering of the Company's Debentures
      In March 2016, the Company issued in a private offering approximately NIS 246 million aggregate principal amount of additional Series I debentures to certain institutional investors, for a total consideration of NIS 250 million, representing a price of  NIS 101.5 for a unit of  NIS 100 principal amount Series I debenture, reflecting an effective interest of 4.06% per annum. The Company's debentures (Series I) are listed on the Tel Aviv Stock Exchange, or TASE, and the issuance was executed after receiving the TASE's approval.

      The said offering was made only in Israel and only to residents of Israel. The said debentures were not registered and will not be registered under the U.S. Securities Act of 1933 and will not be offered or sold in the United States. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities.

      For additional details in regards to the Company's existing debentures, see the Company's most recent annual report for the year ended December 31, 2015 on Form 20-F, filed on March 21, 2016 under: "Item 5. Operating and Financial Review and Prospects – B. Liquidity and Capital Resources – Debt Service – Public Debentures" and the Company's current report on form 6-K dated March 23, 2016.

      Agreements with Golan Telecom
      In April 2016, the Israeli Antitrust commissioner and the Ministry of Communications notified the Company they are opposing the proposed purchase of Golan Telecom Ltd. ("Golan") by the Company.

      Following the regulators' opposition to the proposed purchase of Golan by the Company, the parties are negotiating an agreement which would, if finalized and approved by the regulators, allow Golan to continue to use the Company's networks in the provision of its services. Entering such an agreement is subject to further agreements which are yet to be reached and there is no certainty that such agreements will be reached nor as to the entering into such an agreement. 

      For additional details see the Company's most recent annual report for the year ended December 31, 2015 on Form 20-F, filed on March 21, 2016, under "Item 3 Key Information - D. Risk Factors - Risks Related to our Business - We face intense competition in all aspects of our business" and "- Risks Related to the Proposed Acquisition of Golan Telecom Ltd." and under "Item 4. Information on the Company - B. Business Overview - General - Agreement for the Purchase of Golan", and under "-Competition - Cellular" and "- Government Regulation - Additional MNOs", and the Company's current reports on Form 6-K date March 28, 2016, April 12, 2016 and May 16, 2016.

      Voluntary Retirement Plan
      In May 2016, the Group in collaboration with the employees representatives, launched a new voluntary retirement plan for employees. As of the date of this report, the number of employees who will join the plan and the expense the Company will record in the second quarter of 2016 with respect to this plan, are unknown.

      CONFERENCE CALL DETAILS

      The Company will be hosting a conference call regarding its results for the first quarter of 2016 on Monday, May 23, 2016 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: 1 866 744 5399            

        UK Dial-in Number: 0 800 917 9141

      Israel Dial-in Number: 03 918 0691             

        International Dial-in Number:  +972 3 918 0691

      at: 09:00 am Eastern Time; 06:00 am Pacific Time; 14:00 UK Time; 16:00 Israel Time

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

      About Cellcom Israel
      Cellcom Israel Ltd., established in 1994, is the largest Israeli cellular provider; Cellcom Israel provides its approximately 2.813 million cellular subscribers (as at March 31, 2016) with a broad range of value added services including cellular 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. 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. 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 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 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 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, 2015. 

      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 3.766 = US$ 1 as published by the Bank of Israel for March 31, 2016.

      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); 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), 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 9755

      Investor Relations Contact

      Ehud Helft

      GK Investor & Public Relations in partnership with LHA

      cellcom@GKIR.com

      Tel: +1 617 418 3096

      Financial Tables Follow





      Cellcom Israel Ltd.

       (An Israeli Corporation)


      Condensed Consolidated Interim Statements of Financial Position








      Convenience









      translation









      into US dollar





      March 31,


      March 31,


      March 31,


      December 31,



      2015


      2016


      2016


      2015



      NIS millions


      US$ millions


      NIS millions










      Assets









      Cash and cash equivalents


      637


      681


      181


      761

      Current investments, including derivatives


      531


      282


      75


      281

      Trade receivables


      1,332


      1,299


      345


      1,254

      Other receivables


      91


      61


      16


      104

      Inventory


      109


      78


      21


      85










      Total current assets


      2,700


      2,401


      638


      2,485










      Trade and other receivables


      766


      808


      215


      785

      Property, plant and equipment, net


      1,804


      1,696


      450


      1,745

      Intangible assets, net


      1,295


      1,221


      324


      1,254

      Deferred tax assets


      16


      8


      2


      9










      Total non- current assets


      3,881


      3,733


      991


      3,793










      Total assets


      6,581


      6,134


      1,629


      6,278










      Liabilities









      Current maturities of debentures


      729


      858


      228


      734

      Trade payables and accrued expenses


      712


      636


      169


      677

      Current tax liabilities


      64


      57


      15


      53

      Provisions


      108


      107


      28


      110

      Other payables, including derivatives


      295


      272


      72


      286










      Total current liabilities


      1,908


      1,930


      512


      1,860



















      Debentures


      3,373


      2,784


      739


      3,054

      Provisions


      22


      20


      5


      20

      Other long-term liabilities


      11


      28


      7


      24

      Liability for employee rights upon retirement, net


      13


      12


      4


      12

      Deferred tax liabilities


      136


      115


      31


      123










      Total non- current liabilities


      3,555


      2,959


      786


      3,233










      Total liabilities


      5,463


      4,889


      1,298


      5,093










      Equity attributable to owners of the Company









      Share capital


      1


      1


      -


      1

      Cash flow hedge reserve


      (3)


      (2)


      -


      (2)

      Retained earnings


      1,103


      1,230


      327


      1,170










      Non-controlling interest


      17


      16


      4


      16










      Total equity


      1,118


      1,245


      331


      1,185










      Total liabilities and equity


      6,581


      6,134


      1,629


      6,278










      Cellcom Israel Ltd.

      (An Israeli Corporation)


      Condensed Consolidated Interim Statements of Income








      Convenience









      translation 









      into US dollar





      Three-month
       period ended
        March 31,


      Three- month
      period ended
        March 31,


      Year ended
      December 31,



      2015


      2016


      2016


      2015



      NIS millions


      US$ millions


      NIS millions










      Revenues


      1,062


      1,022


      271


      4,180

      Cost of revenues


      (722)


      (670)


      (178)


      (2,763)










      Gross profit


      340


      352


      93


      1,417










      Selling and marketing expenses


      (156)


      (148)


      (39)


      (620)

      General and administrative expenses


      (131)


      (103)


      (27)


      (465)

      Other income (expenses), net


      2


      -


      -


      (22)










      Operating profit


      55


      101


      27


      310










      Financing income


      25


      14


      4


      55

      Financing expenses


      (43)


      (38)


      (10)


      (232)

      Financing expenses, net


      (18)


      (24)


      (6)


      (177)










      Profit before taxes on income


      37


      77


      21


      133










      Taxes on income


      (11)


      (18)


      (5)


      (36)

      Profit for the period


      26


      59


      16


      97

      Attributable to:









      Owners of the Company


      25


      58


      16


      95

      Non-controlling interests


      1


      1


      -


      2

      Profit for the period


      26


      59


      16


      97










      Earnings per share









      Basic earnings per share (in NIS)


      0.25


      0.59


      0.16


      0.95










      Diluted earnings per share (in NIS)


      0.25


      0.59


      0.16


      0.95










      Weighted-average number of shares used in the calculation of basic earnings per share (in shares)


      100,584,490


      100,604,578


      100,604,578


      100,589,458










      Weighted-average number of shares used in the calculation of diluted earnings per share (in shares)


      100,585,902


      100,604,578


      100,604,578


      100,589,530










      Cellcom Israel Ltd.

      (An Israeli Corporation)


      Condensed Consolidated Interim Statements of Cash Flows








      Convenience









      translation









      into US dollar





      Three-month
       period ended
      March 31,


      Three- month
       period ended
        March 31,


      Year ended
      December 31,



      2015


      2016


      2016


      2015



      NIS millions


      US$ millions


      NIS millions










      Cash flows from operating activities









      Profit for the period


      26


      59


      16


      97

      Adjustments for: 









      Depreciation and amortization


      143


      135


      36


      562

      Share based payments


      -


      2


      -


      3

      Loss (gain) on sale of property, plant and equipment


      (2)


      1


      -


      (1)

      Income tax expense


      11


      18


      5


      36

      Financing expenses, net


      18


      24


      6


      177










      Changes in operating assets and liabilities:









      Change in inventory


      (20)


      7


      2


      4

      Change in trade receivables (including long-term amounts)


      90


      (58)


      (15)


      209

      Change in other receivables (including long-term amounts)


      (16)


      32


      8


      (34)

      Change in trade payables, accrued expenses and provisions


      (46)


      2


      -


      (54)

      Change in other liabilities (including long-term amounts)


      (8)


      38


      10


      (95)

      Income tax paid


      (27)


      (21)


      (5)


      (68)

      Net cash from operating activities


      169


      239


      63


      836










      Cash flows from investing activities









      Acquisition of property, plant, and equipment


      (76)


      (68)


      (18)


      (305)

      Acquisition of intangible assets


      (20)


      (22)


      (6)


      (91)

      Dividend received


      -


      -


      -


      2

      Change in current investments, net


      (9)


      (1)


      -


      231

      Proceeds from other derivative contracts, net


      1


      -


      -


      -

      Proceeds from sale of property, plant and equipment


      4


      -


      -


      4

      Repayment of a long term deposit


      48


      -


      -


      48

      Interest received 


      11


      6


      2


      15

      Net cash used in investing activities


      (41)


      (85)


      (22)


      (96)










      Cellcom Israel Ltd.

      (An Israeli Corporation)


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








      Convenience









      translation









      into US dollar





      Three-month
       period ended
      March 31,


      Three- month
       period ended
        March 31,


      Year ended
      December 31,







      2015


      2016


      2016


      2015



      NIS millions


      US$ millions


      NIS millions










      Cash flows from financing activities









      Payments for derivative contracts, net


      (2)


      (6)


      (2)


      (32)

      Repayment of debentures


      (523)


      (385)


      (102)


      (873)

      Proceeds from issuance of debentures, net of issuance costs


      -


      250


      66


      (3)

      Dividend paid


      -


      (1)


      -


      (1)

      Interest paid


      (124)


      (92)


      (24)


      (227)










      Net cash used in financing activities


      (649)


      (234)


      (62)


      (1,136)










      Changes in cash and cash equivalents


      (521)


      (80)


      (21)


      (396)










      Cash and cash equivalents as at the beginning of the period


      1,158


      761


      202


      1,158










      Effect of exchange rate fluctuations on cash and cash equivalents


      -


      -


      -


      (1)










      Cash and cash equivalents as at the end of the period


      637


      681


      181


      761










      Cellcom Israel Ltd.

       (An Israeli Corporation)


      Reconciliation for Non-IFRS Measures


      EBITDA

      The following is a reconciliation of net income to EBITDA:




      Three-month period ended
      March 31,


      Year ended

      December 31,



      2015


      2016


      Convenience

      translation

      into US dollar

      2016


      2015



      NIS millions


      US$ millions


      NIS millions

      Profit for the period


      26


      59


      16


      97

      Taxes on income


      11


      18


      5


      36

      Financing income


      (25)


      (14)


      (4)


      (55)

      Financing expenses


      43


      38


      10


      232

      Other income


      (2)


      -


      -


      (3)

      Depreciation and amortization


      143


      135


      36


      562

      Share based payments


      -


      2


      -


      3

      EBITDA


      196


      238


      63


      872






       

      Free cash flow

      The following table shows the calculation of free cash flow:








      Three-month period ended
      March 31,


      Year ended

      December 31,



      2015


      2016


      Convenience

      translation

      into US dollar

      2016


      2015



      NIS millions


      US$ millions


      NIS millions

      Cash flows from operating activities(*)


      169


      239


      63


      835

      Cash flows from investing activities


      (41)


      (90)


      (23)


      (96)

      Sale of short-term tradable debentures and deposits (**)


      (1)


      -


      -


      (245)

      Free cash flow


      127


      149


      40


      494


      (*)  Including the effects of exchange rate fluctuations in cash and cash equivalents.

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

      Cellcom Israel Ltd.

       (An Israeli Corporation)



      Key financial and operating indicators




      NIS millions unless otherwise stated

      Q1-2015

      Q2-2015

      Q3-2015

      Q4-2015

      Q1-2016

      FY-2015










      Cellular service revenues

      582

      573

      572

      546

      559

      2,273


      Fixed-line service revenues

      269

      264

      267

      263

      264

      1,063










      Cellular equipment revenues

      245

      237

      215

      233

      219

      930


      Fixed-line equipment revenues

      17

      17

      28

      56

      29

      118










      Consolidation adjustments

      (51)

      (51)

      (50)

      (52)

      (49)

      (204)


      Total revenues

      1,062

      1,040

      1,032

      1,046

      1,022

      4,180










      Cellular EBITDA

      130

      149

      168

      154

      178

      601


      Fixed-line EBITDA

      66

      67

      67

      71

      60

      271


      Total EBITDA

      196

      216

      235

      225

      238

      872










      Operating profit

      55

      80

      96

      79

      101

      310


      Financing expenses, net

      18

      62

      49

      48

      24

      177


      Profit for the period

      26

      12

      40

      19

      59

      97










      Free cash flow

      127

      119

      127

      121

      149

      494










      Cellular subscribers at the end of period (in 000's)

      2,885

      2,848

      2,832

      2,835

      2,813

      2,835


      Monthly cellular ARPU (in NIS)

      65.5

      65.5

      66.0

      63.0

      65.2

      65.0


      Churn rate for cellular subscribers (%)

      11.9%

      10.2%

      10.1%

      11.1%

      11.1%

      42.0%

      Cellcom Israel Ltd.

      Disclosure for debenture holders as of March 31, 2016

      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 31.03.2016

      As of 22.05.2016

      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



      B (4)

      22/12/05

      925.102








      5.30%

      05.01.13

      05.01.17


      Linked to CPI

      Hermetic Trust (1975) Ltd. Meirav Ofer Oren. 113 Hayarkon St., Tel Aviv. Tel: 03-5274867.

      02/01/06*









      05/01/06*









      10/01/06*









      31/05/06*

      185.020

      218.751

      2.733

      221.484

      229.481

      185.020

      219.195

      January-5

      D (7)**

      07/10/07

      2,423.075








      5.19%

      01.07.13

      01.07.17

      July-1

      Linked to CPI

      Hermetic Trust (1975) Ltd. Meirav Ofer Oren. 113 Hayarkon St., Tel Aviv. Tel: 03-5274867.

      03/02/08*








      06/04/09*








      30/03/11*








      18/08/11*

      599.203

      694.449

      26.947

      721.396

      742.952

      599.203

      695.298

      E (7)

      06/04/09

      1,798.962








      6.25%

      05.01.12

      05.01.17

      January-5

      Not linked

      Hermetic Trust (1975) Ltd. Meirav Ofer Oren. 113 Hayarkon St., Tel Aviv. Tel: 03-5274867.

      30/03/11*








      18/08/11*

      163.633

      163.202

      2.410

      165.612

      172.420

      163.633

      163.261

      F (4)(5)(6)**

      20/03/12

      714.802

      714.802

      726.653

      7.858

      734.511

      795.146

      714.802

      728.041

      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)**

      20/03/12

      285.198

      285.198

      285.517

      4.697

      290.214

      319.251

      285.198

      285.502

      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

      949.624








      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.

      03/02/15*








      11/02/15*

      949.624

      806.682

      4.430

      811.112

      919.046

      949.624

      810.503

      I (4)(5)

      (7)(8)**

      08/07/14

      804.010








      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.

      03/02/15*








      11/02/15*








      30/03/16*

      804.010

      746.929

      7.843

      754.772

      837.698

      804.010

      748.248

      Total


      7,900.773

      3,701.490

      3,642.183

      56.918

      3,699.101

      4,015.994

      3,701.490

      3,650.048








      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, 2016  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, 2015 on Form 20-F, under "Item 5. Operating and Financial Review and Prospects – B. Liquidity and Capital Resources – Debt Service– Public Debentures ") was 2.95 (the net leverage without excluding one-time events was 2.95). 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, 2015 on Form 20-F, under "Item 5. Operating and Financial Review and Prospects– B. Liquidity and Capital Resources – Debt Service– Public Debentures ". (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. (8) On March 30, 2016,  the Company issued approximately NIS 246 million aggregate principal amount of additional Series I debentures in a private offering.

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

      (**) As of March 31, 2016, debentures Series D and F through I are material, which represent 5% or more of the total liabilities of the Company, as presented in the financial statements.

      Cellcom Israel Ltd.

      Disclosure for debenture holders as of March 31, 2016 (cont.)

      Debentures Rating  Details* 


      Series

      Rating
      Company

      Rating as of
      31.03.2016 (1)

      Rating as of
      22.05.2016

      Rating assigned
      upon issuance of
      the Series

      Recent date
      of rating as
      of
      22.05.2016

      Additional ratings between original issuance and the recent date of
      rating as of 22.05.2016 (2)


      Rating

      B

      S&P Maalot

      A+

      A+

      AA-

      03/2016

      5/2006, 9/2007, 1/2008, 10/2008, 3/2009, 9/2010, 8/2011, 1/2012, 3/2012, 5/2012, 11/2012, 6/2013, 6/2014, 8/2014, 1/2015, 9/2015, 3/2016

      AA-, AA,AA-,A+ (2)

      D

      S&P Maalot

      A+

      A+

      AA-

      03/2016

      1/2008, 10/2008, 3/2009, 9/2010, 8/2011, 1/2012, 3/2012, 5/2012, 11/2012, 6/2013, 6/2014, 8/2014, 01/2015, 9/2015, 3/2016

      AA-, AA,AA-,A+ (2)

      E

      S&P Maalot

      A+

      A+

      AA

      03/2016

      9/2010, 8/2011, 1/2012, 3/2012, 5/2012, 11/2012, 6/2013, 6/2014, 8/2014, 01/2015, 9/2015, 3/2016

      AA,AA-,A+ (2)

      F

      S&P Maalot

      A+

      A+

      AA

      03/2016

      5/2012, 11/2012, 6/2013, 6/2014, 8/2014, 1/2015, 9/2015, 3/2016

      AA,AA-,A+ (2)

      G

      S&P Maalot

      A+

      A+

      AA

      03/2016

      5/2012, 11/2012, 6/2013, 6/2014, 8/2014, 1/2015, 9/2015, 3/2016

      AA,AA-,A+ (2)

      H

      S&P Maalot

      A+

      A+

      A+

      03/2016

      6/2014, 8/2014, 1/2015, 9/2015, 3/2016

      A+ (2)

      I

      S&P Maalot

      A+

      A+

      A+

      03/2016

      6/2014, 8/2014, 1/2015, 9/2015, 3/2016

      A+ (2)


      (1)   In March 2016, 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, August 2014, January 2015, September 2015 and March 2016, 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 March 23, 2016.

      * 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, 2016



      a.

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



      Principal payments

      Gross interest
      payments
      (without
      deduction of
      tax)

      ILS linked
      to CPI

      ILS not
      linked to
      CPI

      Euro

      Dollar

      Other

      First year

      631,394

      219,989

      -

      -

      -

      162,464

      Second year

      561,786

      142,599

      -

      -

      -

      115,715

      Third year

      330,720

      165,755

      -

      -

      -

      75,093

      Fourth year

      330,720

      80,196

      -

      -

      -

      53,545

      Fifth year and on

      717,114

      641,569

      -

      -

      -

      119,995

      Total

      2,571,734

      1,250,108

      -

      -

      -

      526,812

      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) – None.

      c.

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

      d.

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

      e.

      Total of sections a - d above, total credit from banks, non-bank credit and debentures based on the Company's "Solo" financial data (in thousand NIS).


      Principal payments

      Gross interest
      payments
      (without
      deduction of
      tax)

      ILS linked
      to CPI

      ILS not
      linked to
      CPI

      Euro

      Dollar

      Other

      First year

      631,394

      219,989

      -

      -

      -

      162,464

      Second year

      561,786

      142,599

      -

      -

      -

      115,715

      Third year

      330,720

      165,755

      -

      -

      -

      75,093

      Fourth year

      330,720

      80,196

      -

      -

      -

      53,545

      Fifth year and on

      717,114

      641,569

      -

      -

      -

      119,995

      Total

      2,571,734

      1,250,108

      -

      -

      -

      526,812

      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.

      Cellcom Israel Ltd.


      Summary of Financial Undertakings (according to repayment dates) as of March 31, 2016 (cont.)


      i.

      Total balances of credit granted to the Company by the parent company or a controlling shareholder and balances of debentures offered by the Company held by the parent company or the controlling shareholder (in thousand NIS) – None.

      j.

      Total balances of credit granted to the Company by companies held by the parent company or the controlling shareholder, which are not controlled by the Company, and balances of debentures offered by the Company held by companies held by the parent company or the controlling shareholder, which are not controlled by the Company (in thousand NIS).


      Principal payments

      Gross interest
      payments
      (without
      deduction of
      tax)

      ILS linked
      to CPI

      ILS not
      linked to
      CPI

      Euro

      Dollar

      Other

      First year

      5,819

      683

      -

      -

      -

      634

      Second year

      1,532

      -

      -

      -

      -

      284

      Third year

      726

      205

      -

      -

      -

      193

      Fourth year

      726

      205

      -

      -

      -

      170

      Fifth year and on

      4,600

      1,639

      -

      -

      -

      449

      Total

      13,403

      2,732

      -

      -

      -

      1,730

      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.

      SOURCE Cellcom Israel Ltd.

      Modal title

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