Internet Gold-Golden Lines Ltd.

Regulatory Filings • Mar 21, 2018

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

F O R M 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of March 2018

INTERNET GOLD-GOLDEN LINES LTD.

(Name of Registrant)

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.

Yes ☐ No ☒

If "Yes"is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- __________

Internet Gold-Golden Lines Ltd.

EXPLANATORY NOTE

The following exhibits are attached:

• 99.1 Report of Bezeq The Israel Telecommunication Corp. Ltd., a controlled subsidiary of B Communications Ltd., filed with the Israel Securities Authority and the Tel Aviv Stock Exchange ("Valuation of DBS").
• 99.2 Report of Bezeq The Israel Telecommunication Corp. Ltd., a controlled subsidiary of B Communications Ltd., filed with the Israel Securities Authority and the Tel Aviv Stock Exchange ("Antitrust decision").

SIGNATURE

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: March 21, 2018 By /s/ Doron Turgeman

Doron Turgeman Chief Executive Officer

EXHIBIT NO.	DESCRIPTION
99.1	A report of Bezeq - The Israel Telecommunication Corp. Ltd., a controlled subsidiary of B Communications Ltd., filed with the Israel Securities Authority and the Tel Aviv Stock Exchange ("Valuation of DBS")
99.2	A report of Bezeq - The Israel Telecommunication Corp. Ltd., a controlled subsidiary of B Communications Ltd., filed with the Israel Securities Authority and the Tel Aviv Stock Exchange ("Antitrust decision")
	3

BezeqThe Israel Telecommunications Corporation Ltd.

(the "Company")

March 21, 2018

To: Israel Securities Authority Tel Aviv Stock Exchange Ltd.

Re: Updated Group Forecast for 2017 and Valuation of DBS

The Company hereby provides an Immediate Report of an updated forecast for the Group for 2017 (as published in section 1.6 of the Description of the Company's Business in the 2016 Annual Periodic Report), as follows¹ :

• Net profit attributable to shareholders is expected to be approximately NIS 1.2 billion.
• EBITDA is expected to be approximately NIS 3.8 billion.
• Free cash flow is expected to be approximately NIS 2.1 billion.

The changes in the forecast in respect of net profit and EBITDA are mainly due to an updated valuation of the business of D.B.S Satellite Services (1998) Ltd ("DBS"), which indicates a decrease in the value of DBS as compared to the Company's books.

In respect of the decreased value of the Company's investment in DBS - as part of the Company's work on the 2017 Annual Periodic Report and in accordance with generally accepted accounting principles, a valuation was undertaken of DBS by an external assessor. According to this valuation (which has not been audited or finally signed off), it appears, mainly due to continuing worsening competition in the multi-channel television sector, that there has been a decrease in the value of the business of DBS as compared with the book value in the Company's accounts (since the last valuation dated November 27, 2017, details of which were cited in the Directors'Report of Q3 2017) to a value of NIS 1.350 billion. This decrease is expected to lead to a reduction of goodwill of NIS 90 million and a corresponding decrease in the expected profit.

The updated forecast is based on information the Company currently holds and on unaudited, non-final data, and accordingly there could be changes until the publication date of the Company's 2017 Annual Periodic Report.

Sincerely, Bezeq Israel Telecommunications Corporation Ltd.

TheaboveinformationconstitutesatranslationoftheImmediateReportpublished bytheCompany.TheHebrew versionwassubmitted bythe Companyto therelevantauthoritiespursuantto Israelilaw,and representsthebinding version and theonlyonehaving legaleffect.This translationwasprepared for conveniencepurposesonly.

¹ Including provisions for early retirement of employees and/or signing of collective agreements in the Group of NIS 30 million in net profit and NIS 40 million in EBITDA.

BezeqThe IsraelTelecommunications Corporation Ltd.

(the "Company")

March 21,2018

To: Israel Securities Authority Tel AvivStockExchange Ltd.

Re: Cancellation of Ruling of Antitrust Commissioner

Further to the Company's reports and the description in the Company's 2016 Annual Periodic Report concerning the ruling of the Antitrust Commissioner (the "Ruling") according to which the Company abused its monopoly position by setting prices in contravention of the provisions of section 29A of the Israeli Antitrust Law,an Immediate Report is hereby provided that on March 20,2018the Company received a decision by the Antitrust Court (on appeal filed by the Company) against the Ruling,whereby the Ruling was annulled,further to an agreed petition of the parties. In accordance with the decision,the Ruling was nullified ab initio,namely as though there had never been a Ruling.

It should be noted that against the Company there is a pending motion for approval of a class action in the overall amount of NIS 244million,which was based on the Ruling and whose proceedings were suspended pending the Company's appeal to the Antitrust Court,where matters identical to the key items of the motion were being litigated.

Sincerely, Bezeq Israel Telecommunications Corporation Ltd.

The above information constitutes a translation of the Immediate 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.