Interim / Quarterly Report • Jun 12, 2019
Interim / Quarterly Report
Open in ViewerOpens in native device viewer
2 Dov Friedman Street, Ramat Gan 5250301, Israel (Address of Principal Executive Office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- ___________
The following exhibits are attached:
| EXHIBIT NO. | DESCRIPTION | |
|---|---|---|
| The attached exhibits pertain to the Registrant's subsidiary, Bezeq The Israel Telecommunication Corp. Ltd., (the "Company" and together with its subsidiaries, the "Group") (translated versions, unverified): |
||
| 99.1 | Condensed Consolidated Interim Financial Statements (Unaudited) of the Group as at March 31, 2019 | |
| 99.2 | Directors' Report on the State of the Group's Affairs for the period ended March 31, 2019 | |
| 99.3 | Update of Chapter A (Description of Group Operations) of the Periodic Report for 2018 | |
| 99.4 | Company Separate Condensed Interim Financial Information as at March 31, 2019 (Unaudited) | |
| 99.5 | Quarterly report on the effectiveness of internal control over financial reporting and disclosure for the period ended March 31, 2019. |
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
INTERNET GOLD-GOLDEN LINES LTD. (Registrant)
Date: June 12, 2019 By /s/ Doron Turgeman Doron Turgeman Chief Executive Officer

The information contained in these financial statements constitutes a translation of the financial statements published by the Company. The Hebrew version was submitted by the Company to the relevant authorities pursuant to Israeli law, and represents the binding version and the only one having legal effect. This translation was prepared for convenience purposes only.
| Contents | ||
|---|---|---|
| Review Report | 2 | |
| Condensed Consolidated Interim Financial Statements as at March 31, 2019 (Unaudited) | ||
| Condensed Consolidated Interim Statements of Financial Position | 3 | |
| Condensed Consolidated Interim Statements of Income | 5 | |
| Condensed Consolidated Interim Statements of Comprehensive Income | 5 | |
| Condensed Consolidated Interim Statements of Changes in Equity | 6 | |
| Condensed Consolidated Interim Statements of Cash Flows | 7 | |
| Notes to the Condensed Consolidated Interim Financial Statements | ||
| 1 | General | 8 |
| 2 | Basis of Preparation | 8 |
| 3 | Reporting Principles and Accounting Policy | 8 |
| 4 | Group Entities | 9 |
| 5 | Impairment | 9 |
| 6 | Income Tax | 10 |
| 7 | Employee Benefits | 10 |
| 8 | Contingent Liabilities | 11 |
| 9 | Equity | 12 |
| 10 | Revenue | 13 |
| 11 | General and Operating Expenses | 13 |
| 12 | Other Operating Expenses (Income), Net | 14 |
| 13 | Financial Instruments | 15 |
| 14 | Segment Reporting | 16 |
| 15 | Condensed Financial Statements of Pelephone, Bezeq International, and DBS | 20 |
| 16 | Subsequent Material Events | 23 |

Somekh Chaikin 8 Hartum Street, Har Hotzvim PO Box 212 Jerusalem 9100102, Israel +972 2 531 2000
Review Report to the Shareholders of
We have reviewed the accompanying financial information of "Bezeq" -The Israel Telecommunication Corporation Ltd. and its subsidiaries (hereinafter – "the Group") comprising of the condensed consolidated interim statement of financial position as of March 31, 2019 and the related condensed consolidated interim statements of income, comprehensive income, changes in equity and cash flows for the three-month period then ended. The Board of Directors and Management are responsible for the preparation and presentation of this interim financial information in accordance with IAS 34 "Interim Financial Reporting", and are also responsible for the preparation of financial information for this interim period in accordance with Section D of the Securities Regulations (Periodic and Immediate Reports), 1970. Our responsibility is to express a conclusion on this interim financial information based on our review.
We did not review the condensed interim financial information of a certain consolidated subsidiary whose assets constitute 1 % of the total consolidated assets as of March 31, 2019, and whose revenues constitute 1% of the total consolidated revenues for the three month period then ended. The condensed interim financial information of that company was reviewed by other auditors whose review report thereon was furnished to us, and our conclusion, insofar as it relates to amounts emanating from the financial information of that company, is based solely on the said review report of the other auditors.
Somekh Chaikin, an Israeli partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative ("KPMG International"), a Swiss entity.

We conducted our review in accordance with Standard on Review Engagements 1, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" of the Institute of Certified Public Accountants in Israel. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards in Israel and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Based on our review and the review report of other auditors, nothing has come to our attention that causes us to believe that the accompanying financial information was not prepared, in all material respects, in accordance with IAS 34.
In addition to that mentioned in the previous paragraph, based on our review and the review report of other auditors, nothing has come to our attention that causes us to believe that the accompanying interim financial information does not comply, in all material respects, with the disclosure requirements of Section D of the Securities Regulations (Periodic and Immediate Reports), 1970.
Without qualifying our abovementioned conclusion, we draw attention to Note 1.2 which refers to Note 1.2 to the annual consolidated financial statements, regarding the Israel Securities Authority's (ISA) investigation of the suspicion of committing offenses under the Securities' Law and Penal Code, in respect to transactions related to the former controlling shareholder, and the transfer of the investigation file to the District Attorney's Office, and as mentioned in that note regarding the joint investigation by the Securities Authority and the Unit for Combating Economic Crime at Lahav 433 and to the publication of the Attorney General's decision, by which he is considering charging the former controlling shareholder with criminal charges. As stated in the above note, at this stage, the Company is unable to assess the effects of the investigations, their findings and their results on the Company, and on the financial statements and on the estimates used in the preparation of these financial statements, if any.
In addition, without qualifying our abovementioned conclusion, we draw attention to lawsuits filed against the Group which cannot yet be assessed or the exposure in respect thereof cannot yet be estimated, as set forth in Note 8.
Somekh Chaikin Certified Public Accountants (Isr.)
May 29, 2019
| March 31, 2019 |
March 31, 2018 |
December 31, 2018 |
|
|---|---|---|---|
| (Unaudited) | (Unaudited) | (Audited) | |
| Assets | NIS million | NIS million | NIS million |
| Cash and cash equivalents | 1,265 | 1,826 | 890 |
| Investments | 1,347 | 1,390 | 1,404 |
| Trade receivables | 1,760 | 1,827 | 1,773 |
| Other receivables | 279 | 306 | 267 |
| Eurocom DBS, related party | - | 25 | - |
| Inventories | 102 | 130 | 97 |
| Total current assets | 4,753 | 5,504 | 4,431 |
| Trade and other receivables | 511 | 466 | 470 |
| Broadcasting rights, net of rights exercised | 69 | 451 | 60 |
| Right-of-use assets | 1,444 | 1,417 | 1,504 |
| Fixed assets | 6,215 | 6,782 | 6,214 |
| Intangible assets | 1,923 | 2,728 | 1,919 |
| Deferred tax assets 6 |
1,193 | 1,027 | 1,205 |
| Deferred expenses and non-current investments | 463 | 547 | 462 |
| Investment property 16.1 |
58 | - | 58 |
| Total non-current assets | 11,876 | 13,418 | 11,892 |
| Total assets | 16,629 | 18,922 | 16,323 |
The attached notes are an integral part of the condensed consolidated interim financial statements
| March 31, 2019 |
March 31, 2018 |
December 31, 2018 |
|
|---|---|---|---|
| (Unaudited) | (Unaudited) | (Audited) | |
| Liabilities and equity | NIS million | NIS million | NIS million |
| Debentures, loans and borrowings | 1,538 | 1,609 | 1,542 |
| Current maturities of liabilities for leases | 422 | 428 | 445 |
| Trade and other payables | 1,845 | 1,820 | 1,690 |
| Current tax liabilities | 10 | 43 | - |
| Employee benefits | 500 | 286 | 581 |
| Provisions | 145 | 103 | 175 |
| Total current liabilities | 4,460 | 4,289 | 4,433 |
| Loans and debentures | 9,618 | 10,547 | 9,637 |
| Liability for leases | 1,061 | 1,006 | 1,106 |
| Employee benefits | 482 | 272 | 445 |
| Derivatives and other liabilities | 168 | 258 | 174 |
| Liabilities for deferred taxes | 54 | 86 | 56 |
| Provisions | 39 | 39 | 38 |
| Total non-current liabilities | 11,422 | 12,208 | 11,456 |
| Total liabilities | 15,882 | 16,497 | 15,889 |
| Total equity | 747 | 2,425 | 434 |
| Total liabilities and equity | 16,629 | 18,922 | 16,323 |
Shlomo Rodav Dudu Mizrahi Yali Rothenberg
Chairman of the Board of Directors CEO Bezeq Group CFO
Date of approval of the financial statements: May 29, 2019
The attached notes are an integral part of the condensed consolidated interim financial statements
| Three months ended | Year ended | ||||
|---|---|---|---|---|---|
| March 31 | December 31 | ||||
| 2019 (Unaudited) NIS million |
2018 (Unaudited) NIS million |
2018 (Audited) NIS million |
|||
| Note | |||||
| Revenues | 10 | 2,256 | 2,361 | 9,321 | |
| Costs of activity | |||||
| General and operating expenses | 11 | 812 | 841 | 3,379 | |
| Salaries | 492 | 510 | 1,992 | ||
| Depreciation, amortization, and impairment losses | 5, 3.1 | 466 | 525 | 2,189 | |
| Impairment loss | 3.1 | - | - | 1,675 | |
| Other operating expenses (income), net | 12 | (25) | 23 | 634 | |
| Total operating expenses | 1,745 | 1,899 | 9,869 | ||
| Operating profit (loss) | 511 | 462 | (548) | ||
| Financing expenses (income) | |||||
| Financing expenses | 113 | 127 | 516 | ||
| Financing income | (14) | (19) | (81) | ||
| Financing expenses, net | 99 | 108 | 435 | ||
| Profit (loss) after financing expenses, net | 412 | 354 | (983) | ||
| Share in losses of equity-accounted investees | - | (1) | (3) | ||
| Profit (loss) before income tax | 412 | 353 | (986) | ||
| Income tax | 112 | 93 | 80 | ||
| Profit (loss) for the year attributable to shareholders of the Company | 300 | 260 | (1,066) | ||
| Earnings per share (NIS) | |||||
| Basic and earnings (loss) per share | 0.11 | 0.09 | (0.39) |
Condensed Consolidated Interim Statements of Comprehensive Income
| Three months ended March 31 |
Year ended December 31 |
|||
|---|---|---|---|---|
| 2019 (Unaudited) NIS million |
2018 (Unaudited) NIS million |
2018 (Audited) NIS million |
||
| Profit (loss) for the period | 300 | 260 | (1,066) | |
| Remeasurement of a defined benefit plan | (2) | - | 16 | |
| Items of other comprehensive income (net of tax) | 15 | 21 | 26 | |
| Total comprehensive income (loss) for the period | 313 | 281 | (1,024) |
The attached notes are an integral part of the condensed consolidated interim financial statements
| Share capital NIS million |
Share premium NIS million |
Capital reserve for transactions between a corporation and a controlling shareholder NIS million Attributable to shareholders of the Company |
Other reserves NIS million |
Deficit NIS million |
Total NIS million |
|
|---|---|---|---|---|---|---|
| Three months ended March 31, 2019 (Unaudited) | ||||||
| Balance as at January 1, 2019 | 3,878 | 384 | 390 | (59) | (4,159) | 434 |
| Profit for the period | - | - | - | - | 300 | 300 |
| Other comprehensive income (loss) for the period, net of tax |
- | - | - | 15 | (2) | 13 |
| Total comprehensive income for the | ||||||
| period | - | - | - | 15 | 298 | 313 |
| Balance as at March 31, 2019 | 3,878 | 384 | 390 | (44) | (3,861) | 747 |
| Three months ended March 31, 2018 (Unaudited) | ||||||
| Balance as at January 1, 2018 | 3,878 | 384 | 390 | (85) | (2,423) | 2,144 |
| Profit for the period | - | - | - | - | 260 | 260 |
| Other comprehensive income for the | ||||||
| period, net of tax Total comprehensive income for the |
- | - | - | 21 | - | 21 |
| period | - | - | - | 21 | 260 | 281 |
| Balance as at March 31, 2018 | 3,878 | 384 | 390 | (64) | (2,163) | 2,425 |
| Year ended December 31, 2018 (Audited) | ||||||
| Balance as at January 1, 2018 | 3,878 | 384 | 390 | (85) | (2,423) | 2,144 |
| Loss in 2018 Other comprehensive income for the |
- | - | - | - | (1,066) | (1,066) |
| year, net of tax | - | - | - | 26 | 16 | 42 |
| Total comprehensive income (loss) for | ||||||
| 2018 | - | - | - | 26 | (1,050) | (1,024) |
| Transactions with shareholders | ||||||
| recognized directly in equity | ||||||
| Dividend to Company shareholders Balance as at December 31, 2018 |
- | - | - | - | (686) | (686) |
| 3,878 | 384 | 390 | (59) | (4,159) | 434 |
The attached notes are an integral part of the condensed consolidated interim financial statements
| Three months ended March 31 |
|||
|---|---|---|---|
| December 31 2018 (Audited) NIS million |
|||
| 2019 | 2018 | ||
| (Unaudited) | (Unaudited) | ||
| NIS million | NIS million | ||
| Cash flows from operating activities | |||
| Profit (loss) for the period | 300 | 260 | (1,066) |
| Adjustments: | |||
| Depreciation, amortization, and impairment losses | 466 | 525 | 2,189 |
| Impairment loss of assets | - | - | 1,675 |
| Capital gain, net | (44) | (1) | (15) |
| Share in losses of equity-accounted investees | - | 1 | 3 |
| Financing expenses, net | 96 | 111 | 445 |
| Income tax expenses | 112 | 93 | 80 |
| Change in trade and other receivables | (28) | 74 | 241 |
| Change in inventory | (9) | (5) | (5) |
| Change in trade and other payables | 9 | 42 | (138) |
| Change in provisions | (30) | 8 | 81 |
| Change in employee benefits | (46) | 7 | 489 |
| Change in other liabilities | (12) | 1 | - |
| Net income tax paid | (49) | (207) | (467) |
| Net cash from operating activities | 765 | 909 | 3,512 |
| Cash flow used for investing activities | |||
| Purchase of fixed assets | (270) | (273) | (1,216) |
| Investment in intangible assets and deferred expenses | (103) | (95) | (390) |
| Investment in bank deposits and securities | (1,111) | (1,170) | (2,338) |
| Proceeds from bank deposits | 1,166 | 75 | 1,244 |
| Proceeds from the sale of fixed assets | 31 | 8 | 160 |
| Receipts on account of sale of the Sakia property | 5 | - | 155 |
| Receipt (payment) of betterment tax for the sale of the Sakia property | 5 | - | (80) |
| Permit fees and purchase tax for the Sakia property | - | - | (121) |
| Miscellaneous | 9 | 4 | 34 |
| Net cash used in investing activities | (268) | (1,451) | (2,552) |
| Cash flows used in financing activities | |||
| Issue of debentures and receipt of loans | - | 320 | 891 |
| Repayment of debentures and loans | - | - | (1,567) |
| Payments of principal and interest for leases | (117) | (126) | (422) |
| Dividends paid | - | - | (686) |
| Interest paid | (5) | (5) | (421) |
| Miscellaneous | - | (2) | (46) |
| Net cash from (used in) financing activities | (122) | 187 | (2,251) |
| Increase (decrease) in cash and cash equivalents, net | 375 | (355) | (1,291) |
| Cash and cash equivalents at beginning of period | 890 | 2,181 | 2,181 |
| Cash and cash equivalents at end of period | 1,265 | 1,826 | 890 |
The attached notes are an integral part of the condensed consolidated interim financial statements
Bezeq – The Israel Telecommunication Corporation Limited ("the Company") is a company registered in Israel whose shares are traded on the Tel Aviv Stock Exchange. The consolidated financial statements of the Company as at March 31, 2019 include those of the Company and its subsidiaries (together referred to as "the Group"). The Group is a principal provider of communication services in Israel (see also Note 14 – Segment Reporting).
For information about the investigations of the Israel Securities Authority and the Police Force, see Note 1.2 to the Annual Financial Statements.
As set out in Note 1.2.3 to the Annual Statements, the Company does not have full information about the investigations, their content, the materials, and the evidence in the possession of the legal authorities Accordingly, the Company is unable to assess the effects of the investigations, their findings, and their results on the Company, as well as on the financial statements, and on the estimates used in the preparation of these financial statements, if any. Once the constraints on carrying out reviews and controls related to issues that arose in the Investigations are lifted, the review of all matters related to subjects that arose during those Investigations will be completed as required.
The preparation of the condensed consolidated interim financial statements in conformity with IFRS requires management to make judgments and use estimates, assessments and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.
The judgments made by management, when applying the Group's accounting policies and the key assumptions used in assessments that involve uncertainty, are consistent with those applied in the Annual Financial Statements.
The Group's accounting policy applied in these condensed consolidated interim financial statements is consistent with the policy applied in the Annual Financial Statements, except as described in this section below.
An impairment loss arising from a non-recurring adjustment of forecasts for the coming years is classified as other expenses in the statement of income. However, an impairment loss of assets arising from the continuous adjustment of non-current assets of the Group companies to their fair value, less disposal costs (arising due to the expected negative cash flow and negative operating value of those companies) is classified under the same items as the current expenses for these assets. This classification is more consistent with the presentation method based on the nature of the expense and is more suitable for understanding the Group's business.

Accordingly, as from the first quarter of 2019, impairment of the broadcasting rights in DBS and Walla is presented under "operating and general expenses", while impairment of fixed assets and intangible assets is presented under "depreciation, amortization and impairment" in the statement of income.
As from January 1, 2019, the Group applies the interpretation of IFRIC 23, Uncertainty Over Income Tax Treatments. IFRIC 23 clarifies application of recognition and measurement requirements in IAS 12 when there is uncertainty over income tax treatments. Application of IFRIC 23 did not have a material effect on the Group's financial statements.
Further to Note 14.2.3 to the Annual Financial Statements, on February 13, 2019, the Company provided DBS with a credit facility or capital investments in the amount of NIS 250 million, which DBS can withdraw for a period of 15 months from that date.
In March 2019, the Company invested NIS 70 million in accordance with the letter of undertaking as aforesaid.
In May 2019, the Company's Board of Directors approved an irrevocable undertaking of the Company to DBS to provide a credit facility or a capital investment of NIS 250 million for a period of 15 months, commencing from April 1, 2019 and until June 30, 2020. Insofar as the Company elects to provide credit, the repayment date of the credit will not be earlier than the end of the term of the credit facility. This undertaking will replace the undertaking that was provided in accordance with the resolution of the Board of Directors on February 13, 2019, as aforesaid (and not in addition to).
The management of DBS believes that the financial resources at its disposal, which include the working capital deficit, the credit facility, and the Company's capital investments, will be adequate for the operations of DBS for the coming year.
4.3.3 See Note 5 below for information about the impairment of assets recognized by DBS in the financial statements as at March 31, 2019.
5.1 Further to Note 11.4 to the Annual Financial Statements regarding impairment recognized in 2018 for the multi-channel television cash-generating unit, the valuation as at December 31, 2018 presented a value in use that is significantly lower than the carrying amount of DBS. Based on a review performed by an external assessor as at March 31, 2019 and according to the assessment of the management of DBS, it was found that there were no changes in the projected financial results of DBS, there were no material changes in market expectations, and no regulatory changes were made. Accordingly, in view of the negative value of the operations as determined in the valuation as at December 31, 2018, DBS amortized the non-current assets as at March 31, 2019, up to the net disposal value of these assets.
| Impairment | |
|---|---|
| (Unaudited) | |
| NIS million | |
| Broadcasting rights - less rights utilized (the expense was presented under operating and general expenses) | 46 |
| Fixed assets (the expense was presented under depreciation and impairment expenses) | 27 |
| Intangible assets (the expense was presented under depreciation and impairment expenses) | 15 |
| Total impairment recognized | 88 |
For information about the method used by DBS to measure the fair value (Level 3) of the assets, less disposal costs, see Note 11.4 to the Annual Financial Statements.
Further to Note 7.5 to the Annual Financial Statements regarding the deferred tax asset for the losses of DBS, the Company reassessed the basis for continuation of recognition of the tax asset as at the date of the financial statements, and it believes that the utilization of the tax asset is expected.
As part of the discussion of the prospectus, the draft of which was submitted to the Israel Securities Authority ("the ISA"), the Company is holding discussions with the ISA, and it was required to provide clarifications, among other things, on this matter. This process has not yet been completed.
Regarding the petition that the Company filed with the High Court of Justice against the Ministry of Communications to cancel the structural separation in Bezeq Group, the State was due to file its response to the petition (after the postponement it received) by May 30, 2019, however on May 28, 2019, the Company received a draft of the State's motion for a further postponement to file its response to July 30, 2019. The Company announced its opposition to the motion.
On March 14, 2019, DBS signed a collective arrangement with the Histadrut Federation of Labor and the employees' representatives regarding streamlining and synergy procedures, commencing on June 1, 2019 until December 31, 2021 ("the Arrangement"). According to the arrangement, in the Arrangement years, DBS will be entitled to terminate the employment of up to 325 employees. In addition, according to the Arrangement, DBS may also retrench by not recruiting employees to replace employees whose employment has terminated. Following the Arrangement and the submission of the efficiency plan outline to the employees' representatives, DBS recognized expenses of NIS 45 million, mainly for termination of employment. The expenses were included under other operating expenses in the statement of income for the three months ended March 31, 2019.
During the normal course of business, legal claims were filed against Group companies or there are pending claims against the Group ("in this section: "Legal Claims").
In the opinion of the managements of the Group companies, based, among other things, on legal opinions as to the likelihood of success of the Legal Claims, the financial statements include adequate provisions of NIS 139 million, where provisions are required to cover the exposure arising from such Legal Claims.
In the opinion of the managements of the Group companies, the additional exposure (beyond these provisions) as at March 31, 2019 for claims filed against Group companies on various matters and which are unlikely to be realized, amounted to NIS 4.8 billion. There is also additional exposure of NIS 4.5 billion for claims, the chances of which cannot yet be assessed.
In addition, motions for certification of class actions have been filed against the Group companies, for which the Group has additional exposure beyond the aforesaid, since the exact amount of the claim is not stated in the claim.
The amounts of the additional exposure in this note are linked to the CPI and are stated net of interest.
For updates subsequent to the reporting date, see section 8.4 below.
8.1 Following is a detailed description of the Group's contingent liabilities as at March 31, 2019, classified into groups with similar characteristics:
| Claims group | Nature of the claims | Balance of provisions |
Additional exposure |
Exposure for claims that cannot yet be assessed |
|---|---|---|---|---|
| NIS million | ||||
| Customer claims | Mainly motions for certification of class actions concerning contentions of unlawful collection of payment and impairment of the service provided by the Group companies. |
115 | 4,628 | 644 (1) |
| Claims by enterprises and companies |
Claims alleging liability of the Group companies in respect of their activities and/or the investments made in various projects. |
4 | 13 | 3,825(3)(2) |
| Claims of employees and former employees of Group companies |
Mainly individual lawsuits filed by employees and former employees of the Group, regarding various payments. |
- | 3 | - |
| Claims by the State and authorities |
Various claims by the State of Israel, government institutions and authorities ("the Authorities"). These are mainly procedures related to regulations relevant to the Group companies and financial disputes concerning monies paid by the Group |
|||
| Supplier and communication | companies to the Authorities (including property taxes). Legal claims for compensation for alleged damage as a result of |
20 | 21 | - |
| provider claims | the supply of the service and/or the product. | - | 63 | 9 |
| Claims for punitive damages, real estate and infrastructure |
Claims for alleged physical damage or damage to property caused by Group companies and in relation to real estate and infrastructure. The additional amount of exposure for punitive damages does not include claims for which the insurance coverage is not |
|||
| disputed. | - | 68 | - | |
| Total legal claims against the Company and subsidiaries | 139 | 4,796 | 4,478 | |

In the hearing on May 22, 2019 of the motion filed by the Company for an additional hearing, the Court proposed sending the case to mediation. The parties are required to respond to the proposal.
| Three months ended March 31 |
|||
|---|---|---|---|
| 2019 | 2018 (Unaudited) NIS million |
2018 (Audited) NIS million |
|
| (Unaudited) | |||
| NIS million | |||
| Domestic fixed-line communication (Bezeq Fixed-Line) | |||
| Internet - infrastructure | 377 | 380 | 1,525 |
| Fixed-line telephony | 263 | 294 | 1,130 |
| Transmission and data communication | 194 | 196 | 769 |
| Cloud and digital services | 71 | 62 | 260 |
| Other services | 58 | 54 | 199 |
| 963 | 986 | 3,883 | |
| Cellular telephony - Pelephone | |||
| Cellular services and terminal equipment | 407 | 420 | 1,713 |
| Sale of terminal equipment | 162 | 188 | 688 |
| 569 | 608 | 2,401 | |
| Multichannel television - DBS | 343 | 375 | 1,473 |
| International communications, ISP, and NEP services - Bezeq International | 323 | 339 | 1,338 |
| Others | 58 | 53 | 226 |
| 2,256 | 2,361 | 9,321 |
| Three months ended March 31 |
Year ended December 31 |
||
|---|---|---|---|
| 2019 (Unaudited) NIS million |
2018 (Unaudited) NIS million |
2018 (Audited) NIS million |
|
| Terminal equipment and materials | 184 | 189 | 737 |
| Interconnectivity and payments to domestic and international operators | 189 | 192 | 789 |
| Maintenance of buildings and sites | 68 | 71 | 286 |
| Marketing and general | 123 | 145 | 555 |
| Consumption and impairment of content (see Note 5.3) | 160 | 156 | 653 |
| Services and maintenance by sub-contractors | 70 | 71 | 277 |
| Vehicle maintenance | 18 | 17 | 82 |
| 812 | 841 | 3,379 |
| Three months ended March 31 |
Year ended December 31 |
|||
|---|---|---|---|---|
| 2019 | 2018 | 2018 | ||
| (Unaudited) | (Unaudited) | (Audited) NIS million |
||
| NIS million | NIS million | |||
| Expenses (income) for severance pay in voluntary redundancy | (25) | 12 | 559 | |
| Expense for severance due to the efficiency agreement in DBS (see Note 7) | 45 | - | - | |
| Capital gain (mainly disposal of real estate) | (44) | (1) | (1) | |
| Provision (reversal of provision) for claims | (1) | 12 | 91 | |
| Profit from sale of an associate | - | - | (14) | |
| Other revenue | - | - | (1) | |
| (25) | 23 | 634 |
The table below shows the differences between the carrying amount and the fair value of financial liabilities. The methods used to estimate the fair values of financial instruments are described in Note 31.8 to the Annual Financial Statements.
| March 31, 2019 | March 31, 2018 | December 31, 2018 | ||||
|---|---|---|---|---|---|---|
| Carrying amount (including accrued interest) |
Fair value | Carrying amount (including accrued interest) |
Fair value | Carrying amount (including accrued interest) |
Fair value | |
| (Unaudited) | (Unaudited) | (Audited) | ||||
| NIS million | NIS million | NIS million | ||||
| Loans from banks and institutions | ||||||
| (unlinked) | 4,275 | 4,445 | 4,797 | 5,051 | 4,235 | 4,324 |
| Debentures issued to the public (CPI | ||||||
| linked) | 3,476 | 3,682 | 4,102 | 4,343 | 3,464 | 3,602 |
| Debentures issued to the public | ||||||
| (unlinked) | 2,232 | 2,273 | 1,662 | 1,732 | 2,215 | 2,214 |
| Debentures issued to financial institutions | ||||||
| (CPI-linked) | 8 | 8 | 13 | 13 | 8 | 8 |
| Debentures issued to financial institutions | ||||||
| (unlinked) | 205 | 213 | 307 | 327 | 202 | 211 |
| 10,196 | 10,621 | 10,881 | 11,466 | 10,124 | 10,359 |
The table below presents an analysis of the financial instruments measured at fair value, with details of the evaluation method. The methods used to estimate the fair value are described in Note 31.7 to the Annual Financial Statements.
| March 31, 2019 |
March 31, 2018 |
December 31, 2018 |
|
|---|---|---|---|
| (Unaudited) | (Unaudited) | (Audited) | |
| NIS million | NIS million | NIS million | |
| Level 1: Investment in marketable securities at fair value through profit or loss | 18 | 14 | 18 |
| Level 2: forward contracts | (133) | (189) | (135) |
| Level 3: contingent consideration for a business combination | - | 25 | - |
| Three months ended March 31, 2019 (Unaudited) | ||||||||
|---|---|---|---|---|---|---|---|---|
| Domestic fixed-line communication |
Cellular communications |
International communications and internet services |
Multi channel television* NIS |
Other | Adjustments Consolidated | |||
| NIS million | NIS million | NIS million | million | NIS million | NIS million | NIS million | ||
| Revenues from external sources | 963 | 569 | 323 | 343 | 58 | - | 2,256 | |
| Inter-segment revenues | 80 | 9 | 18 | - | 3 | (110) | - | |
| Total revenues | 1,043 | 578 | 341 | 343 | 61 | (110) | 2,256 | |
| Depreciation, amortization, and impairment |
207 | 157 | 46 | 78 | 1 | (23) | 466 | |
| Segment results – operating profit (loss) |
531 | (10) | 34 | (59) | 1 | 14 | 511 | |
| Financing expenses | 111 | 3 | 3 | 5 | - | (9) | 113 | |
| Financing income | (5) | (16) | (1) | - | - | 8 | (14) | |
| Total financing expenses (income), net |
106 | (13) | 2 | 5 | - | (1) | 99 | |
| Segment profit (loss) before income | ||||||||
| tax | 425 | 3 | 32 | (64) | 1 | 15 | 412 | |
| Income tax | 104 | 1 | 7 | - | - | - | 112 | |
| Segment results – net profit (loss) | 321 | 2 | 25 | (64) | 1 | 15 | 300 |
* Results of the multi-channel television segment are presented net of the impairment loss set out in Note 5. The impairment loss is presented as part of the adjustments. This is in accordance with the manner in which the Group's chief operating decision maker evaluates the performance of the segment and makes decisions regarding the allocation of resources to the segment. In addition, see Note 15.3 for condensed selected information from the financial statements of DBS.
| Three months ended March 31, 2018 (Unaudited) | ||||||||
|---|---|---|---|---|---|---|---|---|
| Domestic fixed-line Cellular communication communications |
International communications Multi and internet channel services television |
Other | Adjustments Consolidated | |||||
| NIS million | NIS million | NIS million | NIS million NIS million | NIS million | NIS million | |||
| Revenues from external sources | 986 | 608 | 338 | 375 | 54 | - | 2,361 | |
| Inter-segment revenues | 77 | 11 | 14 | - | 3 | (105) | - | |
| Total revenues | 1,063 | 619 | 352 | 375 | 57 | (105) | 2,361 | |
| Depreciation and amortization | 204 | 158 | 43 | 79 | 6 | 35 | 525 | |
| Segment results – operating profit (loss) |
473 | 2 | 34 | (1) | (8) | (38) | 462 | |
| Financing expenses | 127 | 3 | 4 | 11 | - | (18) | 127 | |
| Financing income | (6) | (14) | (1) | (14) | (1) | 17 | (19) | |
| Total financing expenses (income), | ||||||||
| net | 121 | (11) | 3 | (3) | (1) | (1) | 108 | |
| Segment profit (loss) after financing expenses, net |
352 | 13 | 31 | 2 | (7) | (37) | 354 | |
| Share in losses of associates | - | - | - | - | 1 | - | 1 | |
| Segment profit (loss) before income tax |
352 | 13 | 31 | 2 | (8) | (37) | 353 | |
| Income tax | 89 | 4 | 7 | 1 | - | (8) | 93 | |
| Segment results – net profit (loss) | 263 | 9 | 24 | 1 | (8) | (29) | 260 |
| Year ended December 31, 2018 (Audited) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Domestic fixed-line communication NIS million |
Cellular communications NIS million |
International communications and internet services NIS million |
Multi channel television* NIS million |
Other NIS million |
Adjustments NIS million |
Consolidated NIS million |
||||
| Revenues from | ||||||||||
| external sources | 3,883 | 2,401 | 1,338 | 1,473 | 226 | - | 9,321 | |||
| Inter-segment revenues | 313 | 42 | 53 | - | 15 | (423) | - | |||
| Total revenues | 4,196 | 2,443 | 1,391 | 1,473 | 241 | (423) | 9,321 | |||
| Depreciation and amortization |
850 | 655 | 194 | 323 | 21 | 146 | 2,189 | |||
| Segment results – operating profit (loss) |
1,224 | (2) | 116 | (56) | (36) | (1,794) | (548) | |||
| Financing expenses | 502 | 22 | 16 | 16 | - | (40) | 516 | |||
| Financing income | (32) | (56) | (1) | (27) | - | 35 | (81) | |||
| Total financing expenses (income), net |
470 | (34) | 15 | (11) | - | (5) | 435 | |||
| Segment profit (loss) after financing expenses, net |
754 | 32 | 101 | (45) | (36) | (1,789) | (983) | |||
| Share in profits (losses) of associates |
- | - | 1 | - | (4) | - | (3) | |||
| Segment profit (loss) before income tax |
754 | 32 | 102 | (45) | (40) | (1,789) | (986) | |||
| Income tax | 187 | 8 | 25 | 3 | - | (143) | 80 | |||
| Segment results – net profit (loss) |
567 | 24 | 77 | (48) | (40) | (1,646) | (1,066) |
* Results of the multi-channel television segment are presented net of the impairment loss set out in Note 11.4 to the Annual Financial Statements. The impairment loss is presented as part of the adjustments. In addition, see Note 15.3 for condensed selected information from the financial statements of DBS.
| Three months ended March 31 |
Year ended December 31, |
||
|---|---|---|---|
| 2019 (Unaudited) |
2018 (Unaudited) NIS million |
2018 (Audited) NIS million |
|
| NIS million | |||
| Operating profit for reporting segments | 496 | 508 | 1,282 |
| Financing expenses, net | (99) | (108) | (435) |
| Adjustments for the multi-channel television segment | 14 | - | - |
| Loss for operations classified in other categories and other adjustments | 1 | (8) | (36) |
| Impairment loss of assets | - | - | (1,638) |
| Amortization of surplus cost for intangible assets | - | (38) | (156) |
| Share in losses of associates | - | (1) | (3) |
| Consolidated profit before income tax | 412 | 353 | (986) |
In the fourth quarter of 2018, Pelephone, Bezeq International, and DBS decided to change the presentation method in the statement of income to a classification method based on the nature of the expense, similar to the method used in the Group's reports. The comparative figures for the three months ended March 31, 2018 were reclassified according to the new classification method.
Selected data from the statement of financial position
| March 31, 2019 |
March 31, 2018 (Unaudited) NIS million |
December 31, 2018 (Audited) NIS million |
|
|---|---|---|---|
| (Unaudited) | |||
| NIS million | |||
| Current assets | 999 | 1,020 | 913 |
| Non-current assets | 3,162 | 3,139 | 3,211 |
| Total assets | 4,161 | 4,159 | 4,124 |
| Current liabilities | 672 | 737 | 619 |
| Long-term liabilities | 788 | 723 | 806 |
| Total liabilities | 1,460 | 1,460 | 1,425 |
| Equity | 2,701 | 2,699 | 2,699 |
| Total liabilities and equity | 4,161 | 4,159 | 4,124 |
Selected data from the statement of income
| Three months ended March 31 |
|||
|---|---|---|---|
| 2019 | 2018 (Unaudited) |
2018 (Audited) |
|
| (Unaudited) | |||
| NIS million | NIS million | NIS million | |
| Revenues from services | 417 | 431 | 1,755 |
| Revenues from sales of terminal equipment | 161 | 188 | 688 |
| Total revenues from services and sales | 578 | 619 | 2,443 |
| Costs of activity | |||
| General and operating expenses | 337 | 359 | 1,402 |
| Wages | 94 | 100 | 379 |
| Depreciation and amortization | 157 | 158 | 655 |
| Total operating expenses | 588 | 617 | 2,436 |
| Other operating expenses, net | - | - | 9 |
| Operating profit (loss) | (10) | 2 | (2) |
| Finance expenses (income) | |||
| Financing expenses | 3 | 3 | 22 |
| Financing income | (16) | (14) | (56) |
| Financing income, net | (13) | (11) | (34) |
| Profit before income tax | 3 | 13 | 32 |
| Income tax | 1 | 4 | 8 |
| Profit for the period | 2 | 9 | 24 |

Selected data from the statement of financial position
| March 31, 2019 (Unaudited) NIS million |
March 31, 2018 (Unaudited) NIS million |
December 31, 2018 (Audited) NIS million |
|
|---|---|---|---|
| Current assets | 450 | 537 | 513 |
| Non-current assets | 815 | 893 | 831 |
| Total assets | 1,265 | 1,430 | 1,344 |
| Current liabilities | 289 | 407 | 345 |
| Long-term liabilities | 174 | 257 | 222 |
| Total liabilities | 463 | 664 | 567 |
| Equity | 802 | 766 | 777 |
| Total liabilities and equity | 1,265 | 1,430 | 1,344 |
Selected data from the statement of income
| 2019 2018 |
2018 (Audited) NIS million |
|---|---|
| (Unaudited) (Unaudited) |
|
| NIS million NIS million |
|
| Revenues 341 352 |
1,391 |
| Costs of activity | |
| General and operating expenses 194 189 |
776 |
| Wages 67 84 |
297 |
| Depreciation and amortization 46 43 |
194 |
| Other expenses, net - 2 |
8 |
| Total operating expenses 307 318 |
1,275 |
| Operating profit 34 34 |
116 |
| Finance expenses (income) | |
| Financing expenses 3 4 |
16 |
| Financing income (1) (1) |
(1) |
| Financing expenses, net 2 3 |
15 |
| Share in the profits of equity-accounted investees - - |
1 |
| Profit before income tax 32 31 |
102 |
| Income tax 7 7 |
25 |
| Profit for the period 25 24 |
77 |

Selected data from the statement of financial position
| March 31, 2019 |
March 31, 2018 (Unaudited) NIS million |
December 31, 2018 (Audited) NIS million |
|
|---|---|---|---|
| (Unaudited) | |||
| NIS million | |||
| Current assets | 259 | 276 | 220 |
| Non-current assets | 291 | 1,284 | 286 |
| Total assets | 550 | 1,560 | 506 |
| Current liabilities | 579 | 615 | 575 |
| Long-term liabilities | 132 | 174 | 112 |
| Total liabilities | 711 | 789 | 687 |
| Capital (capital deficit) | (161) | 771 | (181) |
| Total liabilities and equity | 550 | 1,560 | 506 |
Selected data from the statement of income
| Three months ended March 31 |
|||
|---|---|---|---|
| 2019 | 2018 (Unaudited) (Unaudited) |
||
| NIS million | NIS million | NIS million | |
| Revenues | 343 | 375 | 1,473 |
| Costs of activity | |||
| Operating expenses, general, and impairment | 234 | 237 | 956 |
| Wages | 56 | 58 | 233 |
| Depreciation, amortization, and impairment losses | 55 | 79 | 323 |
| Impairment loss | - | - | 1,100 |
| Other operating expenses, net | 43 | 2 | 17 |
| Total operating expenses | 388 | 376 | 2,629 |
| Operating loss | (45) | (1) | (1,156) |
| Financing expenses (income) | |||
| Financing expenses | 5 | 10 | 15 |
| Financing expenses for shareholder loans, net | - | 1 | 1 |
| Financing income | - | (14) | (27) |
| Financial expenses (income), net | 5 | (3) | (11) |
| Profit (loss) before income tax | (50) | 2 | (1,145) |
| Income tax expenses | - | 1 | 3 |
| Profit (loss) for the period | (50) | 1 | (1,148) |
16.1 Further to Note 13 to the Annual Financial Statements regarding the Company's agreement for the sale of a real-estate asset in the Sakia property, on May 5, 2019, the transaction was completed and bank checks in the amount of NIS 377 million (including VAT) were received, representing the entire balance of the consideration for the property. One check of NIS 150 million was designated for immediate payment in full of the betterment levy, without this derogating from and/or impairing the steps taken and/or to be taken by the Company to cancel or reduce this levy. Further to the aforesaid, the Company is expected to recognize a capital gain in its financial statements for the second quarter of 2019.
The capital gain will amount to NIS 250 million if the Company is required to pay the full demands of the Israel Land Authority and the Or Yehuda Local Planning and Building Committee, and NIS 450 million if the Company's claims in its objections are accepted in full. The Company is assessing the capital gain to be recognized in its financial statements for the second quarter of 2019.
16.2 Further to Note 33.3 to the Annual Financial Statements regarding the resolution of the Company's Board of Directors on March 27, 2019 to apply for a permit to publish a prospectus for completion, based on the Company's financial statements as at December 31, 2018, since the discussions with the Israel Securities Authority have not been completed, the application for a permit is for the publication of a prospectus for completion based on the Company's financial statements as at March 31, 2019.
Board of Directors' Report on the State of the Company's Affairs for the Period Ended March 31, 2019

We hereby present the Board of Directors' report on the state of affairs of "Bezeq" - The Israel Telecommunication Corporation Ltd. ("the Company") and the consolidated Group companies (the Company and the consolidated companies, jointly - "the Group"), for the three months ended March 31, 2019 ("Quarter").
The Board of Directors' report includes a condensed review of its subject-matter, and was prepared assuming the Board of Directors' report of December 31, 2018 is also available to the reader.
For information concerning the Israel Securities Authority and the Israel Police's investigation, see Note 1.2 to the financial statements.
The auditors have drawn attention to the matter in their opinion of the financial statements.
In its financial statements, the Group reports on four main operating segments:
It is noted that the Company's financial statements also include an "Others" segment, which comprises mainly online content and commerce services (through "Walla") and contracted call center services (through "Bezeq Online"). The "Others" segment is immaterial at the Group level.
The Group's results were as follows:
| 1-3.2019 | 1-3.2018 | Increase (decrease) | ||
|---|---|---|---|---|
| NIS millions | NIS millions | NIS millions | % | |
| Profit | 300 | 260 | 40 | 15.4 |
| EBITDA 1 | 977 | 987 | (10) | (1.0) |
Results for the Quarter, as compared to the same quarter last year, were affected by higher operating profits. These were due to lower expenses offset by lower revenues across all Group segments.
| 1-3.2019 | 1-3.2018 | |
|---|---|---|
| EBITDA calculation | NIS millions | NIS millions |
| Operating profit | 511 | 462 |
| Depreciation, amortization, and impairment | 466 | 525 |
| EBITDA | 977 | 987 |
1 EBITDA - In light of the continued impairment of DBS's and Walla's property, plant and equipment and intangible assets, the definition for EBITDA was updated in the Quarter as follows: operating profit before depreciation, amortization and continued losses from impairment of property, plant and equipment and intangible assets (See Notes 3.1 and 5 to the financial statements).
| March 31, 2019 |
March 31, 2018 |
Increase (decrease) | |||
|---|---|---|---|---|---|
| NIS millions |
NIS millions |
NIS millions |
% | Explanation | |
| Cash and current investments | 2,612 | 3,216 | (604) | (18.8) | The decrease was mainly attributable to the Domestic Fixed-Line Communications segment, including loan and debenture repayments. |
| Current and non-current trade and other receivables |
2,550 | 2,599 | (49) | (1.9) | The decrease was mainly attributable to the Cellular Communications segment, due to a decrease in trade receivables following a decrease in revenues from installment-based handset sale. |
| Eurocom D.B.S. | - | 25 | (25) | (100) | In 2018, the Company completely wrote off the debt balance from excess advances paid on the second contingent consideration following the purchase of DBS's shares and loans. |
| Inventory | 102 | 130 | (28) | (21.5) | The decrease was mainly attributable to the Multi-Channel Television segment and the International Communications, Internet, and NEP Services segment. |
| Broadcasting rights | 69 | 451 | (382) | (84.7) | The decrease was due to the asset's impairment in DBS. See Note 5 to the financial statements. |
| Usage right assets Property, plant and equipment |
1,444 6,215 |
1,417 6,782 |
27 (567) |
1.9 (8.4) |
The decrease was mainly due to the asset's impairment in DBS. See Note 5 to the financial statements. |
| Intangible assets | 1,923 | 2,728 | (805) | (29.5) | The decrease was mainly due to impairment and amortization of excess costs attributed to DBS, and impairment of other intangible assets in DBS. See Note 5 to the financial statements. |
| Deferred tax assets | 1,193 | 1,027 | 166 | 16.2 | The increase was mainly due to deferred tax assets from employee benefit plans and the write-off of a tax reserve due to DBS's impairment. See also Note 6 to the financial statements. |
| Deferred costs and non-current investments |
The decrease includes, among other things, impairment of a subscriber acquisition asset in DBS at the end of 2018, and a decrease of assets in the International Communications, Internet, and NEP Services segment. |
||||
| Investment property | 463 58 |
547 - |
(84) 58 |
(15.4) - |
The balance includes an estimate for permit fees and betterment taxes on the Sakia asset. For more information, see Note 16.1 to the financial statements. |
| Total assets | 16,629 | 18,922 | (2,293) | (12.1) |
| March 31, 2019 NIS |
March 31, 2018 NIS |
Increase (decrease) NIS |
|||
|---|---|---|---|---|---|
| millions | millions | millions | % | Explanation | |
| Debt to financial institutions and debenture | Debenture and loan repayments, offset by debenture issuances in the Domestic Fixed |
||||
| holders | 11,156 | 12,156 | (1,000) | (8.2) | Line Communications segment. |
| Liabilities for leases | 1,483 | 1,434 | 49 | 3.4 | |
| Trade and other payables | 1,845 | 1,820 | 25 | 1.4 | |
| Employee benefits | 982 | 558 | 424 | 76.0 | The increase was due to a provision for an early retirement plan in the Domestic Fixed Line Communications segment in 2018, and in the Multi-Channel Television segment in the Quarter. |
| Current and deferred tax liabilities | 64 | 129 | (65) | (50.4) | The decrease was mainly due to an advance paid on betterment taxes on the sale of the Sakia asset. |
| Other liabilities | 352 | 400 | (48) | (12.0) | The decrease was mainly attributable to a decrease in derivatives in the Domestic Fixed-Line Communications segment. |
| Total liabilities | 15,882 | 16,497 | (615) | (3.7) | |
| Total equity | 747 | 2,425 | (1,678) | (69.2) | Equity comprises 4.5% of the balance sheet total, as compared to 12.8% of the balance sheet total on March 31, 2018. This decrease in equity was due to losses in 2018 and a dividend payment. |
| 1-3.2019 | 1-3.2018 | Increase (decrease) | |||
|---|---|---|---|---|---|
| NIS millions |
NIS millions |
NIS millions |
% | Explanation | |
| Revenues | 2,256 | 2,361 | (105) | (4.4) | The decrease was due to lower revenues across all of the Group's primary segments. |
| Operating and general expenses | 812 | 841 | (29) | (3.4) | The decrease was mainly attributable to the Cellular Communications segment. |
| Salaries | 492 | 510 | (18) | (3.5) | This decrease was attributable mainly to the International Communications, Internet and NEP Services segment. |
| Depreciation, amortization and impairment | 466 | 525 | (59) | (11.2) | The decrease in depreciation and amortization costs was mainly due to impairment of depreciable assets and excess costs in DBS in the fourth quarter of 2018. On the other hand, in the Quarter the item included an ongoing impairment of DBS's assets (property, plant and equipment and intangible assets). See Note 5 to the financial statements. |
| The decrease was attributable to the Domestic Fixed-Line Communications segment, mainly due to capital gains and a decrease in the provision for termination of employment by way of early retirement. The decrease was offset by expenses from early retirement plans for employees in the Multi Channel Television segment (see Note 7 to |
|||||
| Other operating expenses (income), net | (25) | 23 | (48) | - | the financial statements). |
| Operating profit | 511 | 462 | 49 | 10.6 | This decrease in net finance expenses was attributable to the Domestic Fixed-Line |
| Finance expenses, net | 99 | 108 | (9) | (8.3) | Communications segment. |
| Share in losses of investees | - | 1 | (1) | (100) | |
| Income tax | 112 | 93 | 19 | 20.4 | |
| Profit for the period | 300 | 260 | 40 | 15.4 |
A. Revenue and operating profit data, presented by the Group's operating segments:
| 1-3.2019 | 1-3.2018 | |||
|---|---|---|---|---|
| NIS millions | % of total revenues |
NIS millions | % of total revenues |
|
| Revenues by operating segment | ||||
| Domestic Fixed-Line Communications | 1,043 | 46.2 | 1,063 | 45.0 |
| Cellular Communications | 578 | 25.6 | 619 | 26.2 |
| International Communications, Internet and NEP Services | 341 | 15.1 | 352 | 14.9 |
| Multi-Channel Television | 343 | 15.2 | 375 | 15.9 |
| Other and adjustments | (49) | (2.1) | (48) | (2.0) |
| Total | 2,256 | 100 | 2,361 | 100 |
| 1-3.2019 | 1-3.2018 | |||
| % of segment NIS millions revenues |
NIS millions | % of segment revenues |
||
| Operating profit by segment | ||||
| Domestic Fixed-Line Communications | 531 | 50.9 | 473 | 44.5 |
| Cellular Communications | (10) | (1.7) | 2 | 0.3 |
| International Communications, Internet and NEP Services | 34 | 10.0 | 34 | 9.7 |
| Multi-Channel Television | *(59) | (17.2) | (1) | (0.3) |
| Other and adjustments | *15 | - | (46) | - |
| Consolidated operating profit/ % of Group revenues. |
* The Multi-Channel Television segment's results are presented net of impairment losses as detailed in Note 5 to the financial statements. These impairment losses are presented under the Adjustments item.
| 1-3.2019 | 1-3.2018 | Increase (decrease) | |||
|---|---|---|---|---|---|
| NIS | NIS | NIS | |||
| millions | millions | millions | % | Explanation | |
| Fixed-line telephony Internet - infrastructure |
269 397 |
302 396 |
(33) 1 |
(10.9) 0.3 |
The decrease was due to lower average revenues per phone line and a decrease in the number of lines. Growth in internet subscribers through the wholesale service, and growth in ARPU (retail) and revenues from internet equipment, were offset by a decrease in the number of retail internet subscribers. |
| Transmission, data communications and | |||||
| others | 306 | 303 | 3 | 1.0 | |
| Digital and cloud services | 71 | 62 | 9 | 14.5 | The increase was due, among other things, to IP Centrex and cyber services. |
| Total revenues | 1,043 | 1,063 | (20) | (1.9) | |
| General and operating expenses | 141 | 140 | 1 | 0.7 | |
| Salaries | 233 | 228 | 5 | 2.2 | |
| Depreciation and amortization | 207 | 204 | 3 | 1.5 | |
| Other operating expenses (income), net | (69) | 18 | (87) | - | The change was mainly due to capital gains on real estate sales and a decrease in the provision for termination of employment by way of early retirement in the Quarter, as compared to expenses from termination of employment by way of early retirement in the same quarter last year. |
| Operating profit | 531 | 473 | 58 | 12.3 | |
| The decrease in net finance expenses was mainly due to finance expenses recognized in the corresponding period last year, following a reduction in the fair value of the amount which was expected to be repaid to |
|||||
| Finance expenses, net | 106 | 121 | (15) | (12.4) | the Company on DBS's acquisition. |
| Income tax | 104 | 89 | 15 | 16.9 | |
| Segment profit | 321 | 263 | 58 | 22.1 |
| 1-3.2019 | 1-3.2018 | Increase (decrease) | ||||
|---|---|---|---|---|---|---|
| NIS millions |
NIS millions |
NIS millions |
% | Explanation | ||
| Services | 417 | 431 | (14) | (3.2) | The decrease was mainly due to lower rates and migration of existing customers to cheaper plans offering greater data volumes at current market prices. This decrease in rates was partially offset by growth in the post-paid customer base. |
|
| The decrease was mainly due to lower sales | ||||||
| Equipment sales | 161 | 188 | (27) | (14.4) | volumes. | |
| Total revenues | 578 | 619 | (41) | (6.6) | ||
| General and operating expenses | 337 | 359 | (22) | (6.1) | The decrease was mainly due to a reduction in the cost of handset sales and continued downsizing and streamlining of operating expenses. |
|
| The decrease was mainly attributable to a reduction in the number of employee |
||||||
| Salaries | 94 | 100 | (6) | (6.0) | positions. | |
| Depreciation and amortization | 157 | 158 | (1) | (0.6) | ||
| Operating profit (loss) | (10) | 2 | (12) | - | ||
| Finance income, net | 13 | 11 | 2 | 18.2 | ||
| Income tax | 1 | 4 | (3) | (75.0) | ||
| Segment profit | 2 | 9 | (7) | (77.8) |
| 1-3.2019 | 1-3.2018 | Increase (decrease) | |||
|---|---|---|---|---|---|
| NIS | NIS | NIS | |||
| millions | millions | millions | % | Explanation | |
| Revenues | 341 | 352 | (11) | (3.1) | The decrease was mainly due to lower revenues from international calls and internet operations and lower revenues from outsourcing services following the sale of these operations in the second quarter of 2018. This decrease was offset by increased revenues from telecom services to businesses and licensing and equipment sales to businesses. |
| General and operating expenses | 194 | 189 | 5 | 2.6 | The increase was due to higher local and international bandwidth expenses and higher cost of sales on licensing and equipment to businesses. The increase was offset by lower international call expenses. |
| Salaries | 67 | 84 | (17) | (20.2) | The decrease was due to the sale of outsourcing operations in the second quarter of 2018. |
| Depreciation and amortization | 46 | 43 | 3 | 7.0 | The increase was due to an increase in amortization of the subscriber acquisition asset and international bandwidth. |
| Other operating expenses | - | 2 | (2) | (100) | |
| Operating profit | |||||
| Finance expenses, net | 34 | 34 | - | - | |
| 2 | 3 | (1) | (33.3) | ||
| Tax expenses | 7 | 7 | - | - | |
| Segment profit | 25 | 24 | 1 | 4.2 |
| 1-3.2019* | 1-3.2018 | Increase (decrease) | |||
|---|---|---|---|---|---|
| NIS millions |
NIS millions |
NIS millions |
% | Explanation | |
| The decrease was mainly due to lower | |||||
| ARPU and a decrease in the number of | |||||
| Revenues | 343 | 375 | (32) | (8.5) | customers. |
| The decrease was mainly due to lower advertising and marketing expenses and miscellaneous expenses, offset by higher |
|||||
| General and operating expenses | 226 | 237 | (11) | (4.6) | content expenses. |
| The decrease was mainly attributable to a reduction in the number of employee |
|||||
| Salaries | 55 | 58 | (3) | (5.2) | positions. |
| Depreciation and amortization | 78 | 79 | (1) | (1.3) | |
| The increase was due to expenses from an employee retirement plan (see Note 7 to the |
|||||
| Other operating expenses, net | 43 | 2 | 41 | - | financial statements). |
| Operating (loss) | (59) | (1) | (58) | - | |
| Net finance expenses were up, mainly due to changes in the fair value of financial assets, |
|||||
| Finance expenses (income), net | 5 | (3) | 8 | - | offset by lower finance costs on debentures. |
| Tax expenses | - | 1 | (1) | (100) | |
| Segment profit (loss) | (64) | 1 | (65) | - |
* The Multi-Channel Television segment's results for the Quarter are presented net of impairment. See Notes 5 and 14 to the financial statements.
This matches the way that the Group's chief operating decision maker assesses the segment's performance and decides on resource allocations for the segment.
Furthermore, see Note 15.3 for highlights from DBS's financial statements.
| 1-3.2019 | 1-3.2018 | Change | ||||
|---|---|---|---|---|---|---|
| NIS millions |
NIS millions |
NIS millions |
% | Explanation | ||
| Net cash from operating activities | 765 | 909 | (144) | (15.8) | The decrease in net cash from operating activities was mainly due to changes in working capital, partially offset by a decrease in income tax payments on final tax assessments in the corresponding quarter last year. This decrease was reported across all of the Group's primary segments. |
|
| The decrease in net cash used in investing activities was mainly due to net proceeds of NIS 55 million on redemption of bank and other deposits in the Domestic Fixed-Line Communications segment, compared with a NIS 1.1 billion net investment in bank and |
||||||
| Net cash used in investing activities | (268) | (1,451) | 1,183 | (81.5) | other deposits in the same quarter last year. | |
| Net cash from (used in) financing activities | (122) | 187 | (309) | - | The change in net cash used in financing activities was due to loans undertaken by the Domestic Fixed-Line Communications segment in the same quarter last year. |
|
| Net increase (decrease) in cash | 375 | (355) | 730 | - | ||
Long-term liabilities (including current maturities) to financial institutions and debenture holders: NIS 11,168 million.
Supplier credit: NIS 870 million.
Short-term credit to customers: NIS 1,767 million. Long-term credit to customers: NIS 335 million.
As of March 31, 2019, the Group had a working capital surplus of NIS 293 million, as compared to a working capital surplus of NIS 1,215 million on March 31, 2018.
According to its separate financial statements, the Company had a working capital surplus of NIS 61 million as of March 31, 2019, as compared to a working capital surplus of NIS 1,098 million on March 31, 2018.
This decrease in the Group's and the Company's working capital surplus was attributable to a decrease in current assets, mainly due to a decrease in cash balances and an increase in employee benefit liabilities through early retirement plans.
The following table discloses a material valuation pursuant to Regulation 8B to the Securities Regulations (Periodic and Immediate Reports), 1970:
| DBS | ||||
|---|---|---|---|---|
| Subject of valuation | Value in use of D.B.S Satellite Services (1998) Ltd. in order to test for impairment of intangible assets. |
|||
| Date of valuation | March 31, 2019; the valuation was signed on May 13, 2019. | |||
| Value prior to the valuation | Negative amount of NIS (144) million. | |||
| Value set in the valuation | Negative amount of NIS (232) million. | |||
| Assessor's identity and profile | Prometheus Financial Advisory Ltd. The work was conducted by a team headed by Gideon Peletz, CPA, who holds a BA in Accounting and Economics from Tel Aviv University. Mr. Peletz has extensive experience in valuation, financial statement analysis, preparing expert opinions, and performing various financial advisory studies for companies and businesses. The assessor has no dependence on the Company. The Company has undertaken to indemnify the assessor for damages exceeding three times their fee, unless they acted maliciously. |
|||
| Valuation model | Value in use | |||
| Assumptions used in the valuation | Discount rate - 8.5% (post-tax). Permanent growth rate - 0%. Scrap value of total value set in valuation - N/A. |
For more information, see Note 5 to the financial statements.
Despite the negative enterprise value assigned to DBS, the Company supports DBS by approving credit facilities or investing in DBS's equity (see Note 4.3 to the financial statements). The Company's support of DBS is due, among other things, to the current and expected future contribution of the Multi-Channel Television operations to the Bezeq Group's overall operations.
On April 8, 2019, Midroog Ltd. maintained its Aa2.il rating for the Company's Debentures (Series 6, 7, 9, and 10) and changed its outlook from stable to negative (see immediate report, ref. no. 2019-01-032406). Furthermore, on May 7, 2019, S&P Global Ratings Maalot Ltd. affirmed its ilAA/Negative rating for the Company (see immediate report, ref. no. 2019-01-039834).
The rating reports are included in this Board of Directors' Report by way of reference.
For information concerning the liabilities balances of the reporting corporation and those companies consolidated in its financial statements as of March 31, 2019, see the Company's reporting form on the MAGNA system, dated May 30, 2019.
We thank the managers of the Group's companies, its employees, and shareholders.
Shlomo Rodav Dudu Mizrahi Chairman of the Board CEO
Signed: May 29, 2019
Update to Chapter A (Description of Company Operations) of the Periodic Report for 2018
Directors' Report on the State of the Company's Affairs for the period ended March 31, 2019
Interim Financial Statements as at March 31, 2019
Quarterly report on the effectiveness of internal control over financial reporting and disclosure for the period ended March 31, 2019


The information contained in this report constitutes a translation of the report published by the Company. The Hebrew version was submitted by the Company to the relevant authorities pursuant to Israeli law, and represents the binding version and the only one having legal effect. This translation was prepared for convenience purposes only.
On proposals to purchase shares of Internet Gold and B Communications - based on the reports of these companies, in April and May 2019, two proposals were received from Searchlight Group and Zeevi Group for the purchase of shares of B Communications. Subsequently, according to notice received from B Communications, the bond holders of Internet Gold and B Communications approved in principle and in an indicative manner the updated offer of Searchlight Group for the purchase of shares of Internet Gold and B Communications and for an additional investment in B Communications, as part of the acquisition of control of B Communications by Searchlight Group. To the best of the Company's knowledge, this proposal has yet to develop into a binding transaction and it is subject to statutory approvals. On this matter, see also Immediate Reports filed by the Company on April 8, 2019, April 10, 2019, April 17, 2019, April 19, 2019, May 2, 2019, May 14, 2019, and May 20, 2019, included here by way of reference.
1 The update is further to Regulation 39A of the Securities Regulations (Periodic and Immediate Reports), 1970, and includes material changes or innovations that have occurred in the corporation in any matter which must be described in the periodic report. The update relates to the Company's periodic report for the year 2018 and refers to the section numbers in Chapter A (Description of Company Operations) in the said periodic report.

A. Bezeq Fixed Line (the Company's operations as a domestic carrier)
| Q1 2019 | Q4 2018 | Q3 2018 | Q2 2018 | Q1 2018 | |
|---|---|---|---|---|---|
| Revenues (NIS million) | 1,043 | 1,026 | 1,043 | 1,064 | 1,063 |
| Operating profit (NIS million) | 531 | (87) | 451 | 387 | 473 |
| Depreciation and amortization (NIS million) | 207 | 217 | 218 | 211 | 204 |
| EBITDA (Earnings before income taxes, depreciation and amortization) | |||||
| (NIS million)(1) | 738 | 130 | 669 | 598 | 677 |
| Net profit (NIS million) | 321 | (155) | 257 | 202 | 263 |
| Cash flow from current activities (NIS million) | 471 | 600 | 583 | 507 | 516 |
| Payments for investments in property, plant & equipment, intangible assets and other investments (NIS million) |
210 | 225 | 233 | 313* | 205 |
| Proceeds from the sale of property, plant & equipment and intangible assets (NIS million) |
39** | 270** | 8 | (58) | 7 |
| Payments for leases | 34 | 9 | 28 | 29 | 33 |
| Free cash flow (NIS million)(2) | 266 | 636** | 330 | 107* | 285 |
| Number of active subscriber lines at the end of the period (in thousands)(3) | 1,792 | 1,818 | 1,843 | 1,865 | 1,889 |
| Average monthly revenue per line (NIS) (ARPL)(4) | 50 | 51 | 51 | 52 | 53 |
| Number of outgoing use minutes (million) | 926 | 989 | 960 | 1,010 | 1,055 |
| Number of incoming use minutes (million) | 1,090 | 1,160 | 1,125 | 1,151 | 1,191 |
| Total number of internet lines at the end of the period (thousands)(7) | 1,635 | 1,656 | 1,663 | 1,662 | 1,653 |
| The number of which provided as wholesale internet lines at the end of | |||||
| the period (thousands)(7) | 624 | 626 | 617 | 600 | 574 |
| Average monthly revenue per Internet subscriber (NIS) - retail | 96 | 96 | 93 | 93 | 92 |
| Average bundle speed per Internet subscriber - retail (Mbps)(5) | 61.5 | 59.1 | 57.4 | 55.4 | 53.5 |
| Telephony churn rate(6) | 3.0% | 3.1% | 2.7% | 2.8% | 3.0% |
| Q1 2019 | Q4 2018 | Q3 2018 | Q2 2018 | Q1 2018 | |
|---|---|---|---|---|---|
| Revenue from services (NIS million) | 417 | 437 | 449 | 438 | 431 |
| Revenue from the sale of terminal equipment (NIS million) | 161 | 181 | 155 | 164 | 188 |
| Total revenue (NIS million) | 578 | 618 | 604 | 602 | 619 |
| Operating profit (loss) (NIS million) | (10) | (4) | (2) | 2 | 2 |
| Depreciation and amortization (NIS million) | 157 | 177 | 161 | 159 | 158 |
| EBITDA (Earnings before income taxes, depreciation and | |||||
| amortization) (NIS million)(1) | 147 | 173 | 159 | 161 | 160 |
| Net profit (NIS million) | 2 | 2 | 6 | 7 | 9 |
| Cash flow from current activities (NIS million) | 195 | 156 | 194 | 181 | 239 |
| Payments for investments in property, plant & equipment, intangible assets and other investments, net (NIS |
|||||
| million) | 63 | 78 | 69 | 90 | 69 |
| Payments for leases | 69 | 70 | 64 | 50 | 75 |
| Free cash flow (NIS million)(1) | 63 | 8 | 61 | 41 | 95 |
| Number of postpaid subscribers at the end of the period | |||||
| (thousand)(2)(5) | 1,842 | 1,831 | 1,817 | 1,800 | 1,760 |
| Number of prepaid subscribers at the end of the period | |||||
| (thousand)(2)(5) | 382 | 374 | 368 | 801 | 786 |
| Number of subscribers at the end of the period)(2) | 2,224 | 2,205 | 2,185 | 2,601 | 2,546 |
| Average monthly revenue per subscriber (NIS) (ARPU)(3) | 63 | 66 | 68 | 57 | 57 |
| Churn rate(4) | 8.6% | 9.0% | 9.1% | 7.3% | 8.0% |
C. Bezeq International
| Q1 2019 | Q4 2018 | Q3 2018 | Q2 2018 | Q1 2018 | |
|---|---|---|---|---|---|
| Revenues (NIS million) | 341 | 370 | 333 | 336 | 352 |
| Operating profit (NIS million) | 34 | 21 | 31 | 30 | 34 |
| Depreciation and amortization (NIS million) | 46 | 60 | 46 | 45 | 43 |
| EBITDA (Earnings before income taxes, depreciation and | |||||
| amortization) (NIS million)(1) | 80 | 81 | 77 | 75 | 77 |
| Net profit (NIS million) | 25 | 13 | 20 | 20 | 24 |
| Cash flow from current activities (NIS million) | 56 | 106 | 73 | 54 | 67 |
| Payments for investments in property, plant & equipment, intangible assets and other investments, net (NIS |
|||||
| million)(2) | 33 | 25 | 26 | 44 | 31 |
| Payments for leases | 8 | 9 | 9 | 9 | 9 |
| Free cash flow (NIS million)(1) | 15 | 72 | 38 | 1 | 27 |
| Churn rate(3) | 6.6% | 7.7% | 5.8% | 6.0% | 6.0% |
(1) On the definition of EBITDA (earnings before income taxes, depreciation and amortization) and cash flows, see comments (1) and (2) in the Bezeq Fixed Line table.
(2) The item also includes long-term investments in assets.
(3) The number of Internet subscribers who left Bezeq International during the period, divided by the average number of registered Internet subscribers in the period.
D. DBS
| Q1 2019 | Q4 2018 | Q3 2018 | Q2 2018 | Q1 2018 | |
|---|---|---|---|---|---|
| Revenues (NIS million) | 343 | 356 | 367 | 375 | 375 |
| Operating profit (loss) (NIS million) | (45) | (1,139)* | 1 | (17) | (1) |
| Depreciation, amortization and ongoing impairment (NIS | |||||
| million) | 55 | 84 | 81 | 79 | 79 |
| EBITDA (Earnings before income taxes, depreciation, | |||||
| amortization and ongoing impairment) (NIS million)(1) | 10 | (1,055)* | 82 | 62 | 78 |
| Net profit (loss) (NIS million) | (50) | (1,137)* | (2) | (10) | 1 |
| Cash flow from current activities (NIS million) | 53 | 46 | 34 | 60 | 86 |
| Payments for investments in property, plant & equipment, | |||||
| intangible assets and other investments, net (NIS million) | 64 | 81 | 79 | 75 | 62 |
| Payments for leases | 8 | 6 | 9 | 8 | 8 |
| Free cash flow (NIS million)(1) | (19) | (41) | (54) | (23) | 16 |
| Number of subscribers (at the end of the period, in thousands)(2) | 568 | 574 | 584 | 582 | 580 |
| Average monthly revenue per subscriber (ARPU) (NIS)(3) | 200 | 206 | 210 | 215 | 214 |
| Churn rate(4) | 5.6% | 5.6% | 5.1% | 4.7% | 6.1% |
(1) On the definition of EBITDA (earnings before income taxes, depreciation and amortization) and free cash flow, see comments (1) and (2) in the Bezeq Fixed Line table.
Further to the Immediate Report published by the Company on May 6, 2019, concerning the sale of the Sakia property, which is included here by way of reference, and to the information in the update to Section 2.7.4, and the expectation of recording a capital gain (the scope of which is still being assessed by the Company) in the Company's financial statements for Q2 2019, it is hereby stipulated that this capital gain (of a scope to be recorded) was not included in the Company's forecast for net profit and EBITDA.
On the Group's forecast in connection with EBITDA, attention is drawn to the revised definition of EBITDA as specified in comment (1) to the table in the update to Section 1.5.4(A). As noted there, as of January 1, 2019, and to enable the proper presentation of economic activity, the Company presents ongoing losses from the impairment of property, plant and equipment and intangible assets in DBS and Walla under Depreciation and Amortization, and ongoing losses from the impairment of broadcasting rights under Operating and General Expenses (in the Income Statement). On this matter, it is stipulated that ongoing losses from the impairment of assets will be classified under the same items in which expenses in respect of these assets were recorded in the past. The Company believes that in view of the forecast for continuing negative cash flows and negative value of activity in DBS and Walla, and in light of the fact that impairment is expected to continue in the future, this classification is more consistent with the method of presentation based on the nature of the expense and it is also more suited to understanding the Company's business. It is further stipulated that expenses in respect of an impairment loss resulting from a one-time adjustment of the forecast for coming years, will be reclassified as Other Operating Expenses in the income statement. On this matter, see also Notes 3.1 and 5 to the Company's financial statements for the period ended March 31, 2019. There is no change in the actual forecast in relation to EBITDA.
Section 1.7.2.1 – Structural separation - on a petition filed by the Company in the HCJ against the Ministry of Communications for the immediate cancellation of the structural separation in Bezeq Group - the State should have submitted its response to the petition (after receiving a postponement) by May 30, 2019. However on May 28, 2019, the Company received for response a draft application from the State for an additional postponement of the submittal of its response until July 30, 2019. The Company gave notice of its objection to this request. On this matter, see also Note 6 to the Company's financial statements for the period ended March 31, 2019.
Section 1.7.2.2 - Marketing joint service bundles with a subsidiary - on the marketing of joint service bundles of Internet infrastructure together with ISP - on April 16, 2019, the Company submitted its comments whereby the solution is to market a reverse bundle which meets the customer's basic requirements for assurance and continuity of service, which is not limited in time and allows the customer to disconnect at any time. On this matter, it is noted that on May 26, 2019, the Company received a preliminary supervisory report on the reverse bundle, for the Company's response. According to the information in the report, its findings show that the Company ostensibly deviated from the provisions of Section 9A of its license ("Joint Service Bundle") and the regulations prescribed on this subject. The Company is studying the report and will submit its response accordingly.
Section 1.7.4.6 - Enforcement and financial sanctions - on April 17, 2019, a new request for information under the Consumer Protection Law was sent to the Company, stating that the Consumer Protection and Fair Trade Authority is conducting an investigation against the Company on suspicion of violation of the Consumer Protection Law, including a suspected breach on the subject of misleading consumers when a transaction is performed and the non-cancellation of transactions according to the law.
In Q1 2019, the Board of Directors continued to review, implement and update the Group's business strategy. This, in part, in view of the ongoing decline in revenues in the domestic fixed-line sector, including a continuing decline in revenues from fixed-line telephony services and Internet services in the retail, and lower revenues in the quarter from wholesale Internet services (see update to Section 1.5.4), and the assessment that if the Company fails to implement additional streamlining and strategic measures, the decline in revenues from this segment of operation and in profitability is likely to continue in the coming years. The Company is working to formulate a plan to cope with this continuing trend.

The estimates detailed above are forward-looking information which might be affected by various factors, including future changes in the Israeli market in general and in the communications market in particular, strategic and other measures that the Company and its subsidiaries might introduce, regulatory changes, changes in the Company's competitive status, etc. Furthermore, the foregoing could be affected by the materialization of any of the risk factors listed in Sections 2.20, 3.19, 4.14 and 5.19 in Chapter A of the Periodic Report for 2018.
According to publications in the media, on May 13, 2019, HOT announced that it is starting to market a 500 Mbps high-speed Internet service.
Following are several clarifications concerning deployment of the Company's optical fibers - the main advantage of optical fiber over copper is the possibility of transmitting higher speeds. There are also operating advantages which are insignificant compared with this advantage. The reason for the Company's decision to freeze the fiber deployment is that although the fiber deployment is now extensive, at the moment there is no economic justification for the Company to launch the service over these fibers in view of the major investments entailed in completing the deployment and operating the service on the one hand, and absence of the certainty necessary to pursue a business plan that is economically sustainable on the other. At the present time, the deployment of fibers by the Company's competitors is intensifying competition in the areas of deployment with a negative impact for the Company. Nevertheless, the Company believes that due to its operational advantages, and principally the access to skilled, professional manpower, in the medium and long term its technological superiority will be preserved. The Company believes that at this point in time, placing the deployment on hold does not affect the Company's compliance with the regulations, which are currently under review by the Minister of Communications (see below the update to the call for public comments). The Company believes that from such time as a decision is made to launch services based on the fiber network, it will be possible to reach significant cover2 of more than 50% of households in Israel within a period of 4-5 years.
The estimates detailed above are forward-looking information based on the Company's assumptions and expectations, the materialization of which is uncertain. The information might be affected by various factors, including the Company's future capabilities, changes in technology, regulatory decisions, etc. or the materialization of any of the risk factors detailed in Sections 2.20, 3.19, 4.14 and 5.19 of the Periodic Report for 2018.
On a call for public comments by the Ministry of Communications concerning the policy for the deployment of ultra-wide bandwidth infrastructure in Israel - on April 8, 2019, the Company submitted its comments on the secondary call for public comments, in which it stated that this issue cannot be based on the application of a universal obligation that is not economically viable. The Company set out principles for a dynamic regulatory mechanism the application of which will facilitate and encourage large-scale deployment of ultra-high-speed Internet infrastructures on the basis of business considerations and economic feasibility, rather than coercion.
Sakia property - On May 5, 2019, the transaction was completed and checks were received in the amount of NIS 377 million (including VAT), constituting the full outstanding proceeds of the sale of the property. The checks for the outstanding amount were deposited in trust until the rights lien documents were submitted to the Registrar of Companies (after they were submitted the checks were released), with one check in the sum of NIS 150 million earmarked for immediate payment of the full betterment levy, without this derogating from and/or prejudicing the steps taken and/or to be taken by the Company to cancel or reduce this levy. Subsequently, the Company is expected to record a capital gain in its financial statements for Q2 2019. As mentioned in the Company's previous reports, the capital gain to be recorded assuming that the Company will be required to pay the full demands is NIS 250 million, as against NIS 450 million if all the Company's arguments in its objections are accepted. The Company is still assessing the capital gain to be recorded in its financial statements in Q2 2019. On this matter, see also Note 16 to the Company's financial statements for the period ended March 31, 2019.
2 The percentage of households that are able to receive ultra-high-speed Internet service based on advanced technologies within a reasonable period given that suitable infrastructure is available in close proximity to them.

In the matter of compensation for attendance and annual compensation payable to directors serving in the Company and its subsidiaries (hereinafter together - "Directors Compensation") - pursuant to changes in the figures for the equity of the Company and some of its subsidiaries, as they appear in their 2018 audited balance sheet, changes were made in the Directors Compensation, in accordance with the Companies (Rules for the Compensation and Expenses of External Directors) Regulations, 2000, and a resolution passed by a general meeting of the Company's shareholders on September 17, 2018.
On May 3, 2019, the Chairman of the Board, Mr. Shlomo Rodav, informed the Company of his request and of a request from the Israel Lighterage & Supply Co. Ltd. ("Mr. Rodav" and "Lighterage", respectively), a private company in which Mr. Rodav holds 50% of the means of control and through which Mr. Rodav provides the Company with services as Chairman of the Board, in accordance with the management agreement between Lighterage and the Company, to reduce the management fees to which Lighterage is entitled under the aforesaid agreement by 20% for the whole of 2019 (in other words - retroactively from the payment in respect of January 2019). For additional information about the management agreement, see an Immediate Report of the Company dated August 12, 2018, included here by way of reference, and Section 7D in Chapter D (Additional Information about the Company) in the Company's Periodic Report for 2018. Furthermore, on May 29, 2019, the director Mr. Ami Barlev, announced that he will forgo his entitlement to any compensation payable to him for serving as a director in the Company, effective from June 1, 2019 until further notice.
On the convening of a special general meeting of the Company's shareholders to re-approve the compensation policy for the Company's senior officers – on May 23, 2019 the general meeting re-approved the compensation policy in accordance with Section 267A of the Companies Law, including updating the policy for three years, commencing January 1, 2019, as specified in the Company's Supplementary Immediate Report dated May 15, 2019 on convening the meeting, included here by way of reference.
On notice of a strike or stoppage received by the Company on January 23, 2019 - the parties are negotiating, and subsequent to a joint motion filed in the labor court, the hearing that was scheduled for April 2019 was postponed to June 2019.
For information about the Company's working capital, see Section 1.3 in the Directors Report.
On April 8, 2019, Midroog Ltd. ("Midroog") affirmed an Aa2.il rating for the Company's debentures (Series 6, 7, 9, and 10) and it changed the rating outlook from stable to negative; on May 7, 2019, S&P Global Rating Maalot Ltd. ("Maalot") affirmed the Company's ilAA rating with a negative rating outlook. On these and on the aforementioned rating reports, see Immediate Reports of the Company dated April 8, 2019 (Midroog) and May 7, 2019 (Maalot).
On a resolution passed by the Company's Board of Directors on March 27, 2019 concerning the filing of an application for permission to publish a supplementary prospectus based on its financial statements at December 31, 2018 - in view of the fact that discussions with the ISA in the context of the draft prospectus have not been completed, the application for permission is for the publication of a supplementary prospectus based on the Company's financial statements at March 31, 2019.
On the convening of a general meeting for which the agenda includes approval for increasing the Company's registered capital as a preliminary step towards raising potential capital through a rights issue - on April 8, 2019, the Company's Board of Directors resolved, in view of discussions with shareholders that were held on the subject and as a response to their requests, that the subject of the increase in registered capital would be removed from the agenda of the general meeting.
On a deferred tax asset in respect of losses in DBS, see Note 6 to the Company's financial statements for the period ended March 31, 2019.
On May 19, 2019, the Ministry of Communications sent the Company a preliminary supervisory report on the subject of a price quote for transmission services. According to the supervisory report, for which the review commenced at the beginning of 2017, the Company ostensibly deviated from the provisions of its license by submitting a tender offer that includes reduced tariffs for transmission lines, that were not offered transparently to all its business customers. The ministry argues that it was unaware of the discount included in these tariffs, the discount did not appear in the price lists for the transmission service submitted to the ministry in recent years, and it does not comply with the test of reasonability, under the provisions of Section 17 of the Communications Law. The ministry further stated that it seems that this practice continues to the present time for other services as well, particularly in other tenders. The Company is reviewing the preliminary supervisory report and it has been given an option to comment on the supervisory report by June 20, 2019.
Section 2.16.1.8 - Wholesale market - on May 5, 2019, the Company submitted its comments on a hearing on tariffs for the wholesale market. In its comments, the Company pointed to material errors in the calculation and the underlying assumption concerning tariffs for the BSA service and the obligation to link the tariff for a technician's visit to a relevant index; instead, the Company proposed a dynamic mechanism which addresses the model of demand in passive service as well (instead of the current assumption relating to demand the feasibility of which is unrealistic), and it submitted its objection to imposing the tariff retroactively.
Subsection A – On a motion to approve a class action alleging reporting omissions and the concealment of material information from the investing public - at a hearing that took place on May 22, 2019 on a motion filed by the Company for a re-hearing on the decision to certify the claim as a class action, the court proposed transferring the case for mediation. The parties are due to respond to the proposal.
Subsections B, H, I, K and M (stay of legal proceedings in view of the investigation by the Israel Securities Authority and Israel Police) - as per current decisions of the various courts, at this stage the proceedings are stayed until October 31, 2019.
Subsection C - on the motion from March 2018, alleging abuse of monopoly status, on March 28, 2019, the court ruled to stay the proceedings in the case in view of the ISA's investigation and until any other decision is made the date for filing the response to the motion for certification was extended. The Attorney General's representative was asked to update the court and the parties' attorneys on this matter within 6 months from the date of the decision.
Subsection D - on a motion to certify a class action against the Company, alleging that the Company deliberately restricts the broadband speed for ISPs and refrains from repairing malfunctions on this matter - on April 30, 2019, the court issued a ruling in which it approved the Plaintiffs' abandonment of the motion for certification after reaching the conclusion that there are evidential difficulties in conducting a proceeding against the Company, and this after inspecting the documents they received from the Company and the Company's response to the motion.
Subsection J - on a class action that was filed in the USA against B Communications Ltd., the Company's controlling shareholder, and senior executives therein, in which DBS and officers (past and present) of DBS and the Company, were also included - on March 28, 2019, the Company received notice of a ruling issued by a US court from that same date, which accepted the applications of DBS and the senior officers (past and present) of DBS and the Company, and it dismissed the claim against them outright, due to the absence of personal jurisdiction against them.
Subsection 3.8.2.5 - Tender for mobile radio telephony services over advanced bandwidths: Pelephone has begun to plan and prepare an outline for implementing 5G advanced data communications services. The outline is planned to be integrated with existing infrastructures and systems. The operation of these advanced services requires receiving additional frequency spectrum that the Ministry of Communications intends to allocate in the context of the tender. So far, the tender has not been published and its concrete conditions are unknown (and naturally, also its outcome).
Subsection E - motion to certify a class action alleging that Pelephone acted in a manner that amounted to harassment of a large consumer public by making repeated telephone calls aimed at recruiting customers - on May 28, 2019 a judgment was issued dismissing the motion.
In April 2019, a claim was filed in the Central District Court together with a motion for its certification as a class action against Pelephone and Bezeq International and against 6 other telecom companies (hereinafter together: "the Respondents"). The subject of the claim is the allegation that the Respondents neglect to inform their customers as necessary of the possible risks in use of the Internet and the option to subscribe to a free content filtering service, all this in contravention of the provisions of the Communications Law. Additionally, the Respondents provide a filtering service for websites and harmful content which, in their opinion, is inadequate. According to the petitioners, this represents, inter alia, a breach of the provisions of the Consumer Protection Law, breach of obligations under the Torts Ordinance, a breach of contract, and unjust enrichment. The overall loss assessment mentioned in the motion, for all the Respondents together as claimed, on the low side is tens of millions of shekels.
On a new motion to certify a class action that was filed against Bezeq International and Pelephone on the subject of content filtering services, see the update to Section 3.16. Notably, in 2015, a motion to certify a class action against Bezeq International was filed on similar grounds which was certified as a class action in 2018 (described in Section 4.12(C) in the Description of Company Operations in the Company's Periodic Report for 2018).
In May 2019, the Company approved a credit facility or investment in the capital of DBS in the total amount of up to NIS 250 million, for a period of 15 months from April 1, 2019 through June 30, 2020. This approval is instead of similar approval given in February 2019 (and not in addition to it).
Subsection D - motion to certify a class action which includes a claim that fixed-period transactions were renewed automatically while charging customers unilaterally and without their consent - in April 2019, a judgment was handed down in which the court approved the compromise settlement.
Subsection G, H and J (Pending legal proceedings in view of the investigation by the ISA and Israel Police) - see the update to Section 2.18.1, subsection H, I and L.
Subsection I - on a motion to certify a class action which was filed in the USA - see the update to Section 2.18 J.
May 29, 2019
Date "Bezeq" The Israel Telecommunication Corporation Ltd.
Names and titles of signatories: Shlomo Rodav, Chairman of the Board of Directors Dudu Mizrahi, CEO


The information contained in these financial information constitutes a translation of the financial information published by the Company. The Hebrew version was submitted by the Company to the relevant authorities pursuant to Israeli law, and represents the binding version and the only one having legal effect. This translation was prepared for convenience purposes only.
| Contents | Page |
|---|---|
| Auditors' Report | 2 |
| Condensed Separate Interim Financial Information as at March 31, 2019 (unaudited) | |
| Condensed Interim Information of Financial Position | 4 |
| Condensed Interim Information of Profit or Loss | 6 |
| Condensed Interim Information of Comprehensive Income | 6 |
| Condensed Interim Information of Cash Flows | 7 |
| Notes to the Condensed Interim Financial Information | 8 |

Somekh Chaikin 8 Hartum Street, Har Hotzvim PO Box 212 Jerusalem 9100102, Israel +972 2 531 2000
To:
We have reviewed the separate interim financial information presented in accordance with Regulation 38D of the Securities Regulations (Periodic and Immediate Reports) – 1970 of "Bezeq"- The Israel Telecommunication Corporation Ltd. (hereinafter – "the Company") as of March 31, 2019 and for the three-month period then ended. The separate interim financial information is the responsibility of the Company's Board of Directors and of its Management. Our responsibility is to express a conclusion on the separate interim financial information based on our review.
We did not review the separate interim financial information of an investee company the investment in which amounted to NIS 32 million as of March 31, 2019, and the loss from this investee company amounted to NIS 2 million for three-month period then ended. The financial statements of that company were reviewed by other auditors whose review report thereon was furnished to us, and our conclusion, insofar as it relates to amounts emanating from the financial statements of that company, is based solely on the said review report of the other auditors.
We conducted our review in accordance with Standard on Review Engagements 1, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" of the Institute of Certified Public Accountants in Israel. A review of separate interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards in Israel and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Somekh Chaikin, an Israeli partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative ("KPMG International"), a Swiss entity.


Somekh Chaikin KPMG Millennium Tower 17 Ha-Arbaa Street, PO Box 609 Tel Aviv 6100601, Israel 800068403
Conclusion
Based on our review and the review report of other auditors, nothing has come to our attention that causes us to believe that the accompanying separate interim financial information was not prepared, in all material respects, in accordance with Regulation 38D of the Securities Regulations (Periodic and Immediate Reports) – 1970.
Without qualifying our abovementioned conclusion, we draw attention to Note 6.1, which refers to Note 1.2 to the annual consolidated financial statements, regarding the Israel Securities Authority's (ISA) investigation of the suspicion of committing offenses under the Securities' Law and Penal Code, in respect to transactions related to the former controlling shareholder, and the transfer of the investigation file to the District Attorney's Office, , and as mentioned in that note regarding the joint investigation by the Securities Authority and the Unit for Combating Economic Crime at Lahav 433 and to the publication of the Attorney General's decision, by which he is considering charging the former controlling shareholder with criminal charges. As stated in the above note, at this stage, the Company is unable to assess the effects of the investigations, their findings and their results on the Company, and on the financial statements and on the estimates used in the preparation of these financial statements, if any.
In addition, without qualifying our abovementioned conclusion, we draw attention to lawsuits filed against the Company which cannot yet be assessed or the exposure in respect thereof cannot yet be estimated, as set forth in Note 5.
Somekh Chaikin Certified Public Accountants (Isr.)
May 29, 2019
| March 31, 2019 |
March 31, 2018 (Unaudited) NIS million |
December 31, 2018 (Audited) NIS million |
|
|---|---|---|---|
| (Unaudited) | |||
| NIS million | |||
| Assets | |||
| Cash and cash equivalents | 852 | 1,376 | 527 |
| Investments | 1,329 | 1,376 | 1,384 |
| Trade receivables | 713 | 695 | 699 |
| Other receivables | 187 | 223 | 201 |
| Dividend receivable from investees | - | 103 | - |
| Loans granted to investees | 73 | 100 | 100 |
| Eurocom DBS Ltd, an affiliate | - | 25 | - |
| Total current assets | 3,154 | 3,898 | 2,911 |
| Trade and other receivables | 203 | 109 | 152 |
| Property, plant and equipment | 5,014 | 4,951 | 4,993 |
| Intangible assets | 232 | 226 | 227 |
| Goodwill | 265 | 265* | 265 |
| Investment in investees | 5,606 | 7,048* | 5,557 |
| Loans granted to investees | 48 | 208 | 90 |
| Use of rights assets | 278 | 298 | 294 |
| Non-current investments and other | 128 | 176 | 126 |
| Deferred taxes | 33 | - | 45 |
| Investment property | 58 | - | 58 |
| Total non-current assets | 11,865 | 13,281 | 11,807 |
| Total assets | 15,019 | 17,179 | 14,718 |
| March 31, 2019 |
March 31, 2018 (Unaudited) NIS million |
December 31, 2018 (Audited) NIS million |
|
|---|---|---|---|
| (Unaudited) | |||
| NIS million | |||
| Liabilities | |||
| Debentures, loans and borrowings | 1,516 | 1,587 | 1,520 |
| Trade and other payables | 947 | 788 | 788 |
| Current tax liabilities | - | 38 | - |
| Employee benefits | 418 | 222 | 524 |
| Current maturities for lease liabilities | 106 | 101 | 116 |
| Provisions (Note 5) | 106 | 64 | 132 |
| Total current liabilities | 3,093 | 2,800 | 3,080 |
| Loans and debentures | 9,612 | 10,522 | 9,630 |
| Loan from an investee | 815 | 710 | 815 |
| Employee benefits | 415 | 230 | 404 |
| Liability for lease | 181 | 200 | 192 |
| Derivatives and other liabilities | 156 | 242 | 163 |
| Deferred tax liabilities | - | 50 | - |
| Total non-current liabilities | 11,179 | 11,954 | 11,204 |
| Total liabilities | 14,272 | 14,754 | 14,284 |
| Capital | |||
| Share capital | 3,878 | 3,878 | 3,878 |
| Share premium | 384 | 384 | 384 |
| Reserves | 346 | 326 | 331 |
| Deficit | (3,861) | (2,163) | (4,159) |
| Total equity | 747 | 2,425 | 434 |
| Total liabilities and equity | 15,019 | 17,179 | 14,718 |
Shlomo Rodav Dudu Mizrahi Yali Rothenberg Chairman of the Board of Directors CEO Bezeq Group CFO
Date of approval of the financial statements: May 29, 2019
* Reclassified – Goodwill created from the acquisition of DBS is presented separately since it is attributable to the Company
The accompanying additional information is an integral part of these condensed separate interim financial information
| For the three months ended | |||
|---|---|---|---|
| March 31 | December 31 2018 (Audited) NIS million |
||
| 2019 | 2018 (Unaudited) NIS million |
||
| (Unaudited) | |||
| NIS million | |||
| Revenues (Note 2) | 1,043 | 1,063 | 4,196 |
| Costs of activity | |||
| Salaries | 233 | 228 | 912 |
| Depreciation and amortization | 207 | 204 | 850 |
| Operating and general expenses (Note 3) | 141 | 140 | 596 |
| Other operating expenses (income), net (Note 4) | (69) | 18 | 614 |
| Cost of Activities | 512 | 590 | 2,972 |
| Operating profit | 531 | 473 | 1,224 |
| Financing expenses (income) | |||
| Financing expenses | 111 | 127 | 502 |
| Financing income | (5) | (6) | (32) |
| Financing expenses, net | 106 | 121 | 470 |
| Profit after financing expenses, net | 425 | 352 | 754 |
| Share in losses of investees, net | (21) | (3) | (1,633) |
| Profit (loss) before income tax | 404 | 349 | (879) |
| Taxes on income | 104 | 89 | 187 |
| Profit (loss) for the period | 300 | 260 | (1,066) |
| Three months ended March 31 |
Year ended December 31 |
||
|---|---|---|---|
| 2019 (Unaudited) |
2018 (Unaudited) |
2018 (Audited) |
|
| NIS million | NIS million | NIS million | |
| Profit for the period | 300 | 260 | (1,066) |
| Other comprehensive income (loss) items for the period, net of tax | 13 | 21 | 42 |
| Total comprehensive income for the period | 313 | 281 | (1,024) |
The accompanying additional information is an integral part of these condensed separate interim financial information.
| For the three months ended | Year ended December 31 |
||
|---|---|---|---|
| March 31 | |||
| 2019 | 2018 | 2018 (Audited) NIS million |
|
| (Unaudited) | (Unaudited) | ||
| NIS million | NIS million | ||
| Cash flows from operating activities | |||
| Profit (loss) for the period | 300 | 260 | (1,066) |
| Adjustments: | |||
| Depreciation and amortization | 207 | 204 | 850 |
| Share in losses of investees, net | 21 | 3 | 1,633 |
| Financing expenses, net | 89 | 114 | 447 |
| Capital gain, net | (44) | (1) | (11) |
| Income tax expenses | 104 | 89 | 187 |
| Change in trade and other receivables | (18) | (64) | (16) |
| Change in trade and other payables | 10 | 97 | 30 |
| Change in provisions | (26) | 5 | 73 |
| Change in employee benefits | (97) | - | 487 |
| Miscellaneous | (1) | 1 | 5 |
| Net cash from (used for) operating activities due to transactions with subsidiaries | (14) | (2) | 19 |
| Net income tax paid | (60) | (190) | (432) |
| Net cash from operating activities | 471 | 516 | 2,206 |
| Cash flows from investment activities | |||
| Investment in intangible assets and other investments | (32) | (29) | (113) |
| Advance payments on account of fixed asset sales | 29 | 7 | 152 |
| Proceeds from sale of the Sakia complex | 5 | - | 155 |
| Investment in bank deposits and securities | (1,111) | (1,170) | (2,324) |
| Proceeds from repayment of bank deposits | 1,166 | 75 | 1,233 |
| Purchase of property, plant and equipment | (178) | (176) | (742) |
| Payment of permit fees and purchase tax for the Sakia complex | - | - | (121) |
| Receipt (payment) of betterment tax for the sale of the Sakia complex | 5 | - | (80) |
| Investments in a subsidiary | (70) | - | (100) |
| Miscellaneous | 7 | 4 | 20 |
| Net cash (used in) from investment activities due to transactions with investees | 72 | (41) | 146 |
| Net cash used for investing activities | (107) | (1,330) | (1,774) |
| Cash flow from financing operations | |||
| Interest paid | (5) | (6) | (419) |
| Payment of principal and interest for lease | (34) | (33) | (99) |
| Issue of debentures and receipt of loans | - | 320 | 891 |
| Repayment of debentures and loans | - | - | (1,544) |
| Dividend paid | - | - | (686) |
| Miscellaneous | - | - | (37) |
| Net cash from financing activities due to transactions with subsidiaries | - | 140 | 220 |
| Net cash from (used in) financing activities | (39) | 421 | (1,674) |
| Net increase (decrease) in cash and cash equivalents | 325 | (393) | (1,242) |
| Cash and cash equivalents at beginning of period | 527 | 1,769 | 1,769 |
| Cash and cash equivalents at the end of the period | 852 | 1,376 | 527 |
The accompanying additional information is an integral part of these condensed separate interim financial information.
"The Company": Bezeq The Israel Telecommunication Corporation Limited
"Investee", the "Group", "Subsidiary": as these terms are defined in the Company's consolidated financial statements for 2018.
The condensed separate interim financial information is presented in accordance with Regulation 38(D) of the Securities Regulations (Periodic and Immediate Reports),1970 ("the Regulation") and the Tenth Addendum of the Securities Regulations (Periodic and Immediate Reports),1970 ("the Tenth Addendum") with respect to the separate interim financial information of the corporation. They should be read in conjunction with the separate financial information for the year ended December 31, 2018 and in conjunction with the condensed interim consolidated financial statements as at March 31, 2019, ("the Consolidated Financial Statements").
The accounting policies used in preparing these condensed separate interim financial information are in accordance with the accounting policies set out in the separate financial information as of and for the year ended December 31, 2018, other than that described in Note 3.2 to the Condensed Interim Consolidated Statements.
| For the three months ended Year ended December 31 March 31 |
|||
|---|---|---|---|
| 2019 | 2018 (Unaudited) |
2018 (Audited) |
|
| (Unaudited) | |||
| NIS million | NIS million | NIS million | |
| Internet - infrastructure | 397 | 396 | 1,596 |
| Fixed-line telephony | 269 | 302 | 1,156 |
| Transmission and data communication | 246 | 247 | 977 |
| Cloud and digital services | 71 | 62 | 260 |
| Other services | 60 | 56 | 207 |
| 1,043 | 1,063 | 4,196 |
| For the three months ended March 31 |
Year ended | ||
|---|---|---|---|
| December 31 | |||
| 2019 | 2018 | ||
| (Unaudited) | (Unaudited) | (Audited) | |
| NIS million | NIS million | NIS million | |
| 33 | 34 | 143 | |
| 39 | 40 | 183 | |
| 25 | 28 | 108 | |
| 18 | 20 | 83 | |
| 8 | 7 | 37 | |
| 18 | 11 | 42 | |
| 141 | 140 | 596 | |
| For the three months ended | Year ended December 31 |
|
|---|---|---|
| March 31 | ||
| 2019 2018 |
2018 (Audited) |
|
| (Unaudited) (Unaudited) |
||
| NIS million NIS million |
NIS million | |
| Gain from disposal of property, plant and equipment (mainly real estate) (44) (1) |
(11) | |
| Provision for severance pay in voluntary redundancy (25) 12 |
547 | |
| Other expenses (mainly provision for claims) - 7 |
78 | |
| (69) 18 |
614 |
5.1 During the normal course of business, legal claims were filed against the Company or there are various legal proceedings pending against it ("in this section: "Legal Claims").
In the opinion of the Company's management, based, inter alia, on legal opinions as to the likelihood of success of these litigations, the financial statements include appropriate provisions in the amount of NIS 106 million, where provisions are required to cover the exposure arising from such litigation.
Furthermore, other claims have been filed against the Company as class actions with respect to which the Company has additional exposure beyond the aforesaid amounts, which cannot be quantified as the exact amounts of the claims are not stated in the claims.
At March 31, 2019:
| Balance of provisions | * Amount of additional exposure for which probability of realization cannot be foreseen |
* Amount of exposure for Claims that cannot yet be assessed |
|
|---|---|---|---|
| NIS million | |||
| 106 | 894 | 4,103(1) (2) |
* CPI-linked and prior to addition of interest.
5.4 Subsequent to date of the financial statements, two claims for which exposure amounted to NIS 45 million, as well as a non-financial claim, were concluded.
For further information concerning contingent liabilities see Note 8 to the Consolidated Financial Statements.
In March 2019, the Company made an investment of NIS 70 million, based on the foregoing letter of undertaking.
In May 2019, the Company's Board of Directors approved an irrevocable undertaking by the Company to DBS to provide a credit facility or capital investment in the amount of NIS 250 million, for a period of 15 months, as of April 1, 2019. This undertaking will replace the undertaking given under the decision of the Board of Directors dated February 13, 2019, as aforesaid (and not in addition thereto). See Note 4.3.2 to the Consolidated Financial Statements.

The information contained in this report constitutes a translation of the report published by the Company. The Hebrew version was submitted by the Company to the relevant authorities pursuant to Israeli law, and represents the binding version and the only one having legal effect. This translation was prepared for convenience purposes only.
Management, under the supervision of the Board of Directors of Bezeq <0000> The Israel Telecommunication Corp Limited, ("the Company"), is responsible for establishing and maintaining appropriate internal control over financial reporting and disclosure in the Company.
For this matter, the members of Management are:
In addition to the said members of Management, the following serve in the Group's headquarters
Internal control over financial reporting and disclosure includes controls and procedures in the Company, which were planned by the CEO and the most senior financial officer, or under their supervision, or by whoever fulfills those functions in practice, under the supervision of the Board of Directors of the Company, and were designed to provide reasonable assurance as to the reliability of the financial reporting and the preparation of the reports in accordance with the provisions of the law, and to ensure that information that the Company is required to disclose in the reports it publishes in accordance with the provisions of the law is collected, processed, summarized and reported on the date and in the format laid down in law.
Internal control includes controls and procedures planned to ensure that the information that the Company is required to disclose as aforesaid, is accumulated and forwarded to the Management of the Company, including to the CEO and the most senior financial officer or to whoever fulfills those functions in practice, in order to enable decisions to be made at the appropriate time in relation to the disclosure requirements.
Due to its structural limitations, the internal control over financial reporting and disclosure is not intended to provide absolute assurance that misstatement or omission of information from the reports will be prevented or will be detected.
In the annual report on the effectiveness of internal control over financial reporting and disclosure that was attached to the Periodic Report for the period ended December 31, 2018 ("the Last Annual Report on Internal Control"), the Board and Management assessed the Company's internal control; based on this assessment, the Company's Board and Management came to the conclusion that the said internal control, as of December 31, 2018, was effective.
Up until the reporting date no event or matter was brought to the attention of the Board and Management that would change the assessment of the effectiveness of the internal control as produced in the Last Annual Report on Internal Control;
At the reporting date, based on the assessment of the effectiveness of internal control in the Last Annual Report on Internal Control, the internal control is effective.
Concerning the investigations of the Israel Securities Authority and the Israel Police see section 1.1.5 of the Chapter, Description of Company Operations in the 2018 Periodic Report and the Company's Immediate Reports referred to in that section.
The Company does not have complete information about the Investigations, their content, nor the material and evidence in the possession of the statutory authorities on this matter. Accordingly, the Company is unable to assess the effects of the investigations, their findings and their effect on the Company and on the financial statements and on the estimates used in the preparation of these financial statements, if any.
Once the constraints on carrying out reviews and controls related to issues that arose in the Investigations are lifted, the review of all matters related to subjects that arose during those Investigations will be completed as required.
I, Dudu Mizrahi, declare that:
Nothing in the foregoing shall derogate from my responsibility or that of anyone else in law.
Date: May 29, 2019
Dudu Mizrahi, CEO;
I, Yali Rothenberg, declare that:
Nothing in the foregoing shall derogate from my responsibility or that of anyone else in law.
Date: May 29, 2019
Yali Rothenberg, CFO Bezeq Group
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.