Foreign Filer Report • May 31, 2017
Foreign Filer Report
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(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.
If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- ___________
The attached exhibits pertain to the Registrant's indirect controlled subsidiary, Bezeq The Israel Telecommunication Corp. Ltd., (the "Company" and together with its subsidiaries, the "Group"):
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)
By /s/ Doron Turgeman
Doron Turgeman Chief Executive Officer
Date: May 30, 2017
The attached exhibits pertain to the Registrant's indirect controlled subsidiary, Bezeq The Israel Telecommunication Corp. Ltd., (the "Company" and together with its subsidiaries, the "Group"):
Condensed Consolidated Interim Financial Statements as at March 31, 2017 (Unaudited)

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 | Page | |
|---|---|---|
| Review Report | 2 | |
| Condensed Consolidated Interim Financial Statements as at March 31, 2017 (Unaudited) | ||
| Condensed Consolidated Interim Statements of Financial Position | 4 | |
| Condensed Consolidated Interim Statements of Income | 6 | |
| Condensed Consolidated Interim Statements of Comprehensive Income | 6 | |
| Condensed Consolidated Interim Statements of Changes in Equity | 7 | |
| Condensed Consolidated Interim Statements of Cash Flows | 8 | |
| Notes to the Condensed Consolidated Interim Financial Statements | ||
| 1 | General | 9 |
| 2 | Basis of preparation | 9 |
| 3 | Reporting Principles and Accounting Policy principles and accounting policy | 9 |
| 4 | Group entities | 11 |
| 5 | Income tax | 12 |
| 6 | Contingent liabilities | 12 |
| 7 | Equity | 14 |
| 8 | Revenue | 14 |
| 9 | Operating and general expenses | 15 |
| 10 | Financial instruments | 15 |
| 11 | Segment reporting | 17 |
| 12 | Condensed financial statements of Pelephone, Bezeq International, and DBS | 21 |
| 13 | Subsequent events | 24 |

Somekh Chaikin KPMG Millennium Tower 17 Ha-Arbaa Street, PO Box 609 Tel Aviv 6100601, Israel 800068403
Review Report to the Shareholders of "Bezeq" -The Israel Telecommunication Corporation Ltd.
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, 2017 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 0.9 % of the total consolidated assets as of March 31, 2017, and whose revenues constitute 0.9% 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.
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.
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.
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 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 6.
Somekh Chaikin Certified Public Accountants (Isr.)
May 17, 2017
| Assets | March 31, 2017* (Unaudited) NIS million |
March 31, 2016 (Unaudited) NIS million |
December 31, 2016 (Audited) NIS million |
|---|---|---|---|
| Cash and cash equivalents | 792 | 1,221 | 648 |
| Investments | 578 | 556 | 586 |
| Trade receivables | 1,976 | 2,042 | 2,000 |
| Other receivables | 332 | 299 | 219 |
| Inventory | 114 | 123 | 106 |
| Total current assets | 3,792 | 4,241 | 3,559 |
| Trade and other receivables | 595 | 662 | 644 |
| Broadcasting rights, net of rights exercised | 438 | 456 | 432 |
| Property, plant and equipment | 6,886 | 6,902 | 6,876 |
| Intangible assets | 2,986 | 3,260 | 3,047 |
| Deferred tax assets | 1,008 | 1,105 | 1,007 |
| Deferred expenses and non-current investments | 429* | 407 | 382 |
| Total non-current assets | 12,342 | 12,792 | 12,388 |
| Total assets | 16,134 | 17,033 | 15,947 |
4
| Liabilities and equity | March 31, 2017* (Unaudited) NIS million |
March 31, 2016 (Unaudited) NIS million |
December 31, 2016 (Audited) NIS million |
|---|---|---|---|
| Debentures, loans and borrowings | 1,594 | 2,073 | 1,825 |
| Trade and other payables | 1,705 | 1,843 | 1,610 |
| Current tax liabilities | 112 | 622 | 104 |
| Liability to Eurocom D.B.S. Ltd. related party | 6 | 206 | 32 |
| Employee benefits | 308 | 380 | 315 |
| Provisions | 81 | 88 | 80 |
| Total current liabilities | 3,806 | 5,212 | 3,966 |
| Loans and debentures | 9,109 | 8,532 | 9,128 |
| Employee benefits | 260 | 238 | 258 |
| Derivatives and other liabilities | 250 | 262 | 244 |
| Deferred tax liabilities | 103 | 50 | 101 |
| Provisions | 47 | 46 | 47 |
| Total non-current liabilities | 9,769 | 9,128 | 9,778 |
| Total liabilities | 13,575 | 14,340 | 13,744 |
| Total equity | 2,559 | 2,693 | 2,203 |
| Total liabilities and equity | 16,134 | 17,033 | 15,947 |
| Shaul Elovitch | Stella Handler | Allon Raveh |
|---|---|---|
| Chairman of the Board of Directors | CEO | CFO Bezeq Group |
* See Note 3.2 for information about early adoption of IFRS 15, Revenue from Contracts with Customers.
Date of approval of the financial statements: May 17, 2017
The attached notes are an integral part of these condensed consolidated interim financial statements.
| Three months ended March 31 |
Year ended December 31 |
|||
|---|---|---|---|---|
| 2017* (Unaudited) |
2016 (Unaudited) |
2016 (Audited) |
||
| Note | NIS million | NIS million | NIS million | |
| Revenues | 8 | 2,453 | 2,559 | 10,084 |
| Costs of activity | ||||
| General and operating expenses Salaries |
9 | 959 504 |
1,018 513 |
4,012 2,012 |
| Depreciation and amortization | 428 | 449 | 1,739 | |
| Other operating expenses (income), net | (4) | 5 | - | |
| Total operating expenses | 1,887 | 1,985 | 7,763 | |
| Operating income | 566 | 574 | 2,321 | |
| Financing expenses (income) | ||||
| Financing expenses | 126 | 132 | 508 | |
| Financing income | (25) | (30) | (61) | |
| Financing expenses, net | 101 | 102 | 447 | |
| Profit after financing expenses, net | 465 | 472 | 1,874 | |
| Share in losses of equity-accounted investees | (2) | (1) | (5) | |
| Profit before income tax | 463 | 471 | 1,869 | |
| Income tax | 113 | 183 | 625 | |
| Profit for the period | 350 | 288 | 1,244 | |
| Earnings per share (NIS) | ||||
| Basic and diluted earnings per share | 0.13 | 0.1 | 0.45 | |
| Three months ended March 31 |
Year ended December 31 |
||
|---|---|---|---|
| 2017* (Unaudited) NIS million |
2016 (Unaudited) NIS million |
2016 (Audited) NIS million |
|
| Profit for the period | 350 | 288 | 1,244 |
| Items of other comprehensive income (loss) (net of tax) | 6 | (10) | (15) |
| Total comprehensive income for the period | 356 | 278 | 1,229 |
* See Note 3.2 for information about early adoption of IFRS 15, Revenue from Contracts with Customers.
The attached notes are an integral part of these condensed consolidated interim financial statements.
| Share capital NIS million |
Share premium NIS million |
Capital reserve for employee options NIS million |
Capital reserve for transactions between a corporation and a controlling shareholder NIS million |
Other reserves NIS million |
Deficit NIS million |
Total NIS million |
|
|---|---|---|---|---|---|---|---|
| Three months ended March 31, 2017 (Unaudited)* Balance as at January 1, 2017 |
(88) | (2,361) | |||||
| 3,878 | 384 | - 390 |
2,203 | ||||
| Profit for the period | - | - | - | - | - 350 |
350 | |
| Other comprehensive income for the period, net of tax | - | - | - | - | 6 | - 6 |
|
| Total comprehensive income for the period | - | - | - | - | 6 350 |
356 | |
| Balance as at March 31, 2017 | 3,878 | 384 | - 390 |
(82) | (2,011) | 2,559 | |
| Three months ended March 31, 2016 (Unaudited) | |||||||
| Balance as at January 1, 2016 | 3,874 | 368 | 16 | 390 | (98) | (2,139) | 2,411 |
| Profit for the period | - | - | - | - | - 288 |
288 | |
| Other comprehensive loss for the period, net of tax | - | - | - | (10) - |
- | (10) | |
| Total comprehensive income for the period | - | - | - | (10) - |
288 | 278 | |
| Transactions with shareholders recognized directly in equity |
|||||||
| Exercise of options for shares | 4 | (16) 16 |
- | - | - 4 |
||
| Balance as at March 31, 2016 | 3,878 | 384 | - 390 |
(108) | (1,851) | 2,693 | |
| Year ended December 31, 2016 (Audited) | |||||||
| Balance as at December 31, 2015 | 3,874 | 368 | 16 | 390 | (98) | (2,139) | 2,411 |
| Income in 2016 | - | - | - | - | - 1,244 |
1,244 | |
| Other comprehensive income (loss) for the year, net | |||||||
| of tax | - | - | - | - 10 |
(25) | (15) | |
| Total comprehensive income for 2016 | - | - | - | - 10 |
1,219 | 1,229 | |
| Transactions with shareholders recognized directly in equity |
|||||||
| Dividend to Company shareholders | - | - | - | - | - (1,441) | (1,441) | |
| Exercise of options for shares | 4 | (16) 16 |
- | - | - 4 |
||
| Balance as at December 31, 2016 | 3,878 | 384 | - 390 |
(88) | (2,361) | 2,203 |
* See Note 3.2 for information about early adoption of IFRS 15, Revenue from Contracts with Customers.
The attached notes are an integral part of these condensed consolidated interim financial statements.
| Three months ended March 31 |
|||
|---|---|---|---|
| 2017* (Unaudited) |
2016 (Unaudited) |
2016 (Audited) |
|
| NIS million | NIS million | NIS million | |
| Cash flows from operating activities | |||
| Profit for the period | 350 | 288 | 1,244 |
| Adjustments: | |||
| Depreciation and amortization | 428 | 449 | 1,739 |
| Share in losses of equity-accounted investees | 2 | 1 | 5 |
| Financing expenses, net | 110 | 113 | 474 |
| Capital gain, net | (6) | (11) | (107) |
| Income tax expenses | 113 | 183 | 625 |
| Change in trade and other receivables | (7) | (12) | 106 |
| Change in inventory | (20) | (9) | (20) |
| Change in trade and other payables | (24) | 39 | (24) |
| Change in provisions | 1 | (12) | (19) |
| Change in employee benefits | (6) | 1 | (65) |
| Change in other liabilities | (9) | (3) | 23 |
| Net income tax paid | (106) | (105) | (455) |
| Net cash from operating activities | 826 | 922 | 3,526 |
| Cash flow used for investing activities | |||
| Purchase of property, plant and equipment | (277) | (294) | (1,193) |
| Investment in intangible assets and deferred expenses | (103) | (51) | (223) |
| Proceeds from the sale of financial assets held for trading and others | 4 | 196 | 1,088 |
| Proceeds from the sale of property, plant and equipment | 10 | 42 | 138 |
| Miscellaneous | (7) | (16) | 1 |
| Tax payment for shareholder loans | - | - | (461) |
| Acquisition of financial assets held for trading and others | - | - | (917) |
| Net cash used for investing activities | (373) | (123) | (1,567) |
| Cash flows used in financing activities | |||
| Repayment of debentures and loans | (224) | (50) | (1,841) |
| Issue of debentures | - | - | 2,161 |
| Dividends paid | - | - | (1,441) |
| Interest paid | (22) | (32) | (458) |
| Payment to Eurocom DBS for acquisition of shares and DBS loan | (61) | (58) | (256) |
| Miscellaneous | (2) | 7 | (31) |
| Net cash used for financing activities | (309) | (133) | (1,866) |
| Increase in cash and cash equivalents, net | 144 | 666 | 93 |
| Cash and cash equivalents at beginning of period | 648 | 555 | 555 |
| Cash and cash equivalents at end of period | 792 | 1,221 | 648 |
* See Note 3.2 for information about early adoption of IFRS 15, Revenue from Contracts with Customers.
The attached notes are an integral part of these 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 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 11 – Segment Reporting).
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 judgements made by management when applying the Group's accounting policy and the principal assumptions underlying assessments that involve uncertainty, are consistent with those used in the Annual Financial Statements, other than as set out in Note 3 below regarding early application of IFRS 15.
3.1 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 section 3.2 below.
3.2.1 As from January 1, 2017, the Group has early adopted IFRS 15, Revenue from Contracts with Customers ("IFRS 15"), which sets out guidelines for recognition of revenue.
IFRS 15 replaces IAS 18, Revenue and presents a new model for recognition of revenue from contracts with customers. The model includes five steps for analyzing transactions so as to determine when to recognize revenue and at what amount:
In accordance with the model, the Group recognizes revenue when the customer gains control over the goods or services. Revenue is measured at the fair value of the consideration that the Group expects to receive for the transfer of the goods or services promised to the customer. Revenue is recognized when it is expected that the economic benefits will flow to the Group and if the revenues and costs can be measured reliably.
Application of the model did not have a material effect on the measurement of the Group's revenue in the reporting period, compared to the provisions of the previous standard.
The main effect of the Group's application of IFRS 15 is the accounting treatment for the incremental costs of obtaining a contract with a customer ("Subscriber Acquisition"), which, in accordance with IFRS 15, are recognized as an asset when the costs are attributed directly to a contract that the Group can specifically identify, they produce or improve the Group's resources that will be used for its future performance obligation and it is probable that the Group will recover these costs, and not only where there is an obligation of the customer to acquire services from the Company for a defined period.
Accordingly, direct commissions paid to agents and sales employees of the Group for sales and upgrades under agreements that do not include an obligation period for the customer, are recognized as an asset for obtaining a contract instead of an expense in the statement of income, since the Group expects to recover these costs under the contracts.
An asset for obtaining a contract is amortized in accordance with the expected average churn rate of subscribers based on the type of subscriber and the service received (mainly over 3-4 years).
Contract acquisition costs that would arise regardless of whether the contract was obtained are recognized as an expense when incurred.
3.2.2 The Group applied IFRS 15 using the cumulative effect approach without a restatement of comparative figures.
As part of initial implementation of IFRS 15, the Group has chosen to apply the expedients in the transitional provisions, according to which the cumulative effect approach is applied only for contracts not yet complete at the transition date and the accounting treatment for the contracts completed at the transition date will not be amended.
The contracts that are renewed every month and that may be cancelled by the customer at any time, without any penalty, are contracts that ended at the date of initial application of IFRS 15. Therefore, Subscriber Acquisition costs incurred prior to January 1, 2017 and recognized in the statement of income as an expense were not accounted for retroactively.
Effect on the condensed consolidated interim statement of financial position as at March 31, 2017
| In accordance with the previous policy (Unaudited) NIS million |
Change (Unaudited) NIS million |
In accordance with IFRS 15 (Unaudited) NIS million |
|
|---|---|---|---|
| Net Subscriber Acquisition asset (stated as deferred expenses and | |||
| non-current investments) | 5 | 36 | 41 |
| Equity | 2,532 | 27 | 2,559 |
Effect on the consolidated interim statement of income for the three months ended March 31, 2017:
| with the previous policy (Unaudited) NIS million |
Change (Unaudited) NIS million |
In accordance with IFRS 15 (Unaudited) NIS million |
|---|---|---|
| 992 | (33) | 959 |
| 512 | (8) | 504 |
| 423 | 5 428 |
|
| 36 | 566 | |
| 465 | ||
| 463 | ||
| 9 113 |
||
| 323 | 27 | 350 |
| In accordance 530 429 427 104 |
36 36 |
Effect on the consolidated interim statement of cash flow for the three months ended March 31, 2017:
| In accordance with the previous policy (Unaudited) NIS million |
Change (Unaudited) NIS million |
In accordance with IFRS 15 (Unaudited) NIS million |
|
|---|---|---|---|
| Net cash from operating activities | 785 | 41 | 826 |
| Net cash used for investing activities | (332) | (41) | (373) |
4.1 A detailed description of the Group entities appears in Note 11 to the Annual Financial Statements. Below is a description of the material changes that occurred in connection with the Group entities since publication of the Annual Financial Statements.
On April 3, 2017, the general meeting of the Company's shareholders approved the Company's vote at the general meeting of DBS in favor of the agreement between DBS and Space, with an amendment/addition to the existing agreement between the parties dated November 4, 2013 for the lease of satellite segments in Space's satellites, as set out in Note 17.2 of the Annual Financial Statements, including the improvement and implementation of the agreement.
4.2.3 Following the conversion of the shareholders' loans and investment in the capital of DBS in 2016 by the Company, the equity of DBS as at March 31, 2017 and December 31, 2016 amounted to NIS 611 million and NIS 592 million, respectively. Notwithstanding the improved financial position of DBS, as at March 31, 2017, its working capital deficit amounts to NIS 477 million.
The management of DBS believes that the financial resources at its disposal, which include the deficit in working capital and receipt of loans from the Company, will be sufficient for the operations of DBS for the coming year.
Further to Note 6.6.3 to the Annual Financial Statements, regarding the best-judgment assessment for 2011 received by the Company, the Company filed its objection against the position of the Tax Authority.
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 75 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, 2017 for claims filed against Group companies on various matters and which are unlikely to be realized, amounted to NIS 6.5 billion. There is also additional exposure of NIS 381 million 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.
This amount and all 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 6.2 below.
6.1 Following is a description of the Group's contingent liabilities as at March 31, 2017, classified into groups with similar characteristics:
| Claims group | Nature of the claims | Provision NIS million |
Additional exposure |
Exposure for claims that cannot yet be assessed |
|---|---|---|---|---|
| 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. |
44 | 4,299 | 370** |
| 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. |
11 | 2,005* | - |
| Claims of employees and former employees of Group companies |
Mainly collective and individual claims filed by employees and former employees of the Group in respect of various payments and recognition of various salary components as components for calculation of payments to Group employees, some of which have wide ramifications. |
7 | 96 | 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 companies to the authorities (including property taxes). |
7 | 12 | - |
| Supplier and communication provider claims |
Legal Claims for compensation for alleged damage as a result of the supply of the service and/or the product. |
3 | 102 | 8 |
| 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. Total Legal Claims against the Company and subsidiaries |
3 | 25 | - | |
| 75 | 6,539 | 381 |
* Total exposure of NIS 2 billion for a claim filed by a shareholder against the Company and officers in the Company, which the plaintiff estimates at NIS 1.1 billion or NIS 2 billion (according to the method of calculating the damage to be determined).
** There is exposure of an additional amount for a claim in which the amount of the claim is unclear.
6.2 Subsequent to the reporting date, claims amounting to NIS 1.19 billion were filed against Group companies, and a claim without a monetary estimate. At the approval date of the financial statements, the chances of these claims cannot yet be assessed. In addition, claims with exposure of NIS 353 million came to an end.
7.1 Below are details of the Company's equity:
| Registered | Issued and paid up | |||||||
|---|---|---|---|---|---|---|---|---|
| March 31, 2017 |
March 31, 2016 |
December 31, 2016 |
March 31, 2017 |
March 31, 2016 |
December 31, 2016 |
|||
| (Unaudited) | (Unaudited) Number of |
(Audited) Number of |
(Unaudited) Number of |
(Unaudited) Number of |
(Audited) Number of |
|||
| Number of shares | shares | shares | shares | shares | shares | |||
| 2,825,000,000 | 2,825,000,000 | 2,825,000,000 | 2,765,472,386 | 2,765,425,752 | 2,765,472,386 |
7.2 On May 9, 2017, the general meeting of the Company's shareholders approved the recommendation of the Company's Board of Directors of March 29, 2017 to distribute a cash dividend of NIS 578 million to the Company's shareholders. The dividend will be paid on May 29, 2017.
| Three months ended March 31 |
Year ended December 31 |
|||
|---|---|---|---|---|
| 2017 (Unaudited) NIS million |
2016 (Unaudited) NIS million |
2016 (Audited) NIS million |
||
| Domestic fixed-line communication (Bezeq Fixed-Line) | ||||
| Fixed-line telephony | 350 | 374 | 1,450 | |
| Internet - infrastructure | 396 | 386 | 1,558 | |
| Transmission and data communication | 202 | 212 | 843 | |
| Other services | 55 | 59 | 213 | |
| 1,003 | 1,031 | 4,064 | ||
| Cellular telephony - Pelephone | ||||
| Cellular services and terminal equipment | 425 | 444 | 1,777 | |
| Sale of terminal equipment | 191 | 216 | 811 | |
| 616 | 660 | 2,588 | ||
| Multichannel television - DBS | 424 | 439 | 1,745 | |
| International communications, ISP, and NEP services - Bezeq International | 358 | 377 | 1,480 | |
| Other | 52 | 52 | 207 | |
| 2,453 | 2,559 | 10,084 | ||
| Three months ended March 31 |
Year ended December 31 |
|||
|---|---|---|---|---|
| 2017 (Unaudited) NIS million |
2016 (Unaudited) NIS million |
2016 (Audited) NIS million |
||
| Terminal equipment and materials | 202 | 216 | 831 | |
| Interconnectivity and payments to domestic and international operators | 196 | 212 | 825 | |
| Maintenance of buildings and sites | 147 | 154 | 605 | |
| Marketing and general | 144* | 177 | 697 | |
| Content costs | 161 | 154 | 629 | |
| Services and maintenance by sub-contractors | 67 | 63 | 261 | |
| Vehicle maintenance | 42 | 42 | 164 | |
| 959 | 1,018 | 4,012 |
* See Note 3.2 for information about early implementation of IFRS 15, Revenue from Contracts with Customers.
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 29.8 to the Annual Financial Statements.
| March 31, 2017 | March 31, 2016 | December 31, 2016 | ||||
|---|---|---|---|---|---|---|
| Carrying amount (including accrued interest) |
Fair value | Carrying amount (including accrued interest) |
Fair value | Carrying amount (including accrued interest) |
Fair value | |
| (Unaudited) NIS million |
(Unaudited) NIS million |
(Audited) NIS million |
||||
| Loans from banks and institutions (unlinked) |
2,825 | 2,962 | 1,883 | 2,018 | 2,947 | 3,089 |
| Debentures issued to the public (CPI-linked) |
3,487 | 3,682 | 3,828 | 4,071 | 3,473 | 3,656 |
| Debentures issued to the public (unlinked) |
1,607 | 1,626 | 1,296 | 1,353 | 1,592 | 1,602 |
| Debentures issued to financial institutions (CPI-linked) |
832 | 875 | 1,293 | 1,306 | 830 | 879 |
| Debentures issued to financial institutions |
||||||
| (unlinked) | 410 | 444 | 410 | 463 | 403 | 440 |
| 9,161 | 9,589 | 8,710 | 9,211 | 9,245 | 9,666 |
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 29.7 to the Annual Financial Statements.
| March 31, 2017 (Unaudited) NIS million |
March 31, 2016 (Unaudited) NIS million |
December 31, 2016 (Audited) NIS million |
|
|---|---|---|---|
| Level 1: investment in exchange-traded funds and financial funds | 27 | 46 | 31 |
| Level 2: forward contracts | (182) | (216) | (170) |
| Level 2: future credit from banks | - | (21) | - |
| Level 3: contingent consideration for a business combination | (84) | (235) | (84) |
| Domestic fixed-line communication |
Cellular communications |
Three months ended March 31, 2017 (Unaudited) International communications and internet services |
Multichannel television |
Other NIS |
Adjustments | Consolidated | |
|---|---|---|---|---|---|---|---|
| NIS million | NIS million | NIS million | NIS million | million | NIS million | NIS million | |
| Revenues from external |
|||||||
| sources Inter segment |
1,003 | 616 | 358 | 424 | 52 | - 2,453 |
|
| revenues | 75 | 12 | 26 | - | (117) 4 |
- | |
| Total revenues |
1,078 | 628 | 384 | 424 | 56 | (117) | 2,453 |
| Depreciation and |
|||||||
| amortization | 180 | 94 | 33 | 70 | 4 47 |
428 | |
| Segment results – operating income |
|||||||
| (loss) | 513 | 5 49 |
52 | (6) | (47) | 566 | |
| Financing expenses |
97 | 1 | 3 36 |
- (11) |
126 | ||
| Financing income |
(5) | (15) | (1) | (9) | - | (25) 5 |
|
| Total financing expenses (income), |
|||||||
| net | 92 | (14) | 2 | 27 | (6) - |
101 | |
| Segment profit (loss) after financing expenses, |
|||||||
| net Share in |
421 | 19 | 47 | 25 | (6) | (41) | 465 |
| losses of associates |
- | - | - - |
2 | - 2 |
||
| Segment profit (loss) before |
|||||||
| income tax | 421 | 19 | 47 | 25 | (8) | (41) | 463 |
| Income tax Segment results – net |
102 | 3 11 |
6 | (9) - |
113 | ||
| profit (loss) | 319 | 16 | 36 | 19 | (8) | (32) | 350 |
17
| Three months ended March 31, 2016 (Unaudited) | |||||||
|---|---|---|---|---|---|---|---|
| Domestic fixed-line communication NIS million |
Cellular communications NIS million |
International communications and internet services NIS million |
Multichannel television NIS million |
Other NIS million |
Adjustments NIS million |
Consolidated NIS million |
|
| Revenues | |||||||
| from external |
|||||||
| sources | 1,032 | 660 | 377 | 438 | 49 | - 2,556 |
|
| Inter | |||||||
| segment | |||||||
| revenues | 80 | 11 | 18 | 1 | (112) 5 |
3 | |
| Total | |||||||
| revenues | 1,112 | 671 | 395 | 439 | 54 | (112) | 2,559 |
| Depreciation and |
|||||||
| amortization | 183 | 104 | 33 | 76 | 5 48 |
449 | |
| Segment | |||||||
| results – | |||||||
| operating | |||||||
| income | |||||||
| (loss) | 536 | 1 37 |
57 | (9) | (48) | 574 | |
| Financing | |||||||
| expenses | 109 | - | 4 143 |
(125) 1 |
132 | ||
| Financing income |
(8) | (12) | (2) | (16) | (5) | 13 | (30) |
| Total financing expenses (income), |
|||||||
| net | 101 | (12) | 2 | 127 | (4) | (112) | 102 |
| Segment profit (loss) after financing expenses, |
|||||||
| net | 435 | 13 | 35 | (70) | (5) | 64 | 472 |
| Share in losses of |
|||||||
| associates Segment profit (loss) |
- | - | - | (1) - |
- | (1) | |
| before income tax |
|||||||
| Income tax | 435 | 13 | 35 | (70) | (6) | 64 | 471 |
| Segment | 107 | - | 9 | 1 | - 66 |
183 | |
| results – net profit (loss) |
328 | 13 | 26 | (71) | (6) | (2) | 288 |
18
| Year ended December 31, 2016 (Audited) | |||||||
|---|---|---|---|---|---|---|---|
| Domestic fixed-line communication NIS million |
Cellular communications NIS million |
International communications and internet services NIS million |
Multichannel television NIS million |
Other NIS million |
Adjustments NIS million |
Consolidated NIS million |
|
| Revenues from |
|||||||
| external sources |
|||||||
| Inter | 4,063 | 2,587 | 1,478 | 1,745 | 198 | - 10,071 |
|
| segment revenues |
320 | 43 | 70 | - 20 |
(440) | 13 | |
| Total | |||||||
| revenues | 4,383 | 2,630 | 1,548 | 1,745 | 218 | (440) | 10,084 |
| Depreciation and |
|||||||
| amortization | 717 | 380 | 137 | 296 | 16 | 193 | 1,739 |
| Segment results – operating |
|||||||
| income (loss) |
2,076 | 32 | 176 | 264 | (34) | (193) | 2,321 |
| Financing expenses |
|||||||
| Financing | 475 | 6 15 |
539 | 2 | (529) | 508 | |
| income | (30) | (52) | (5) | (13) | (4) | 43 | (61) |
| Total financing expenses (income), net |
445 | (46) | 10 | 526 | (2) | (486) | 447 |
| Segment profit (loss) after financing expenses, |
|||||||
| net Share in |
1,631 | 78 | 166 | (262) | (32) | 293 | 1,874 |
| losses of | |||||||
| associates Segment profit (loss) |
- | - | 1 | (5) - |
(1) | (5) | |
| before income tax |
1,631 | 78 | 167 | (262) | (37) | 292 | 1,869 |
| Income tax | 399 | 17 | 42 | (330) | - | 497 | 625 |
| Segment results – net |
|||||||
| profit (loss) | 1,232 | 61 | 125 | 68 | (37) | (205) | 1,244 |
| Three months ended March 31 |
Year ended December 31, |
|||
|---|---|---|---|---|
| 2017 (Unaudited) NIS million |
2016 (Unaudited) NIS million |
2016 (Audited) NIS million |
||
| Operating income for reporting segments | 619 | 631 | 2,548 | |
| Financing expenses, net | (101) | (102) | (447) | |
| Amortization of surplus cost for intangible assets | (47) | (46) | (193) | |
| Share in losses of associates | (2) | (1) | (5) | |
| Loss for operations classified in other categories and other adjustments | (6) | (11) | (34) | |
| Consolidated profit before income tax | 463 | 471 | 1,869 |
Selected data from the statement of financial position
| 2017 (Unaudited) |
March 31, 2016 (Unaudited) |
December 31, 2016 (Audited) NIS million |
|---|---|---|
| 1,275 | ||
| 2,019 | ||
| 3,314 | 3,334 | 3,294 |
| 471 | 563 | 465 |
| 102 | 68 | 104 |
| 573 | 631 | 569 |
| 2,741 | 2,703 | 2,725 |
| 3,314 | 3,334 | 3,294 |
| March 31, NIS million 1,315 1,999 |
NIS million 1,541 1,793 |
Selected data from the statement of income
| Three months ended March 31 |
Year ended December 31, |
||
|---|---|---|---|
| 2017 (Unaudited) NIS million |
2016 (Unaudited) NIS million |
2016 (Audited) NIS million |
|
| Revenues from services | 435 | 455 | 1,818 |
| Revenues from sales of terminal equipment | 193 | 216 | 812 |
| Total revenues from services and sales | 628 | 671 | 2,630 |
| Cost of services and sales | 553 | 579 | 2,248 |
| Gross profit | 75 | 92 | 382 |
| Selling and marketing expenses | 48 | 66 | 260 |
| General and administrative expenses | 22 | 25 | 89 |
| Other operating expenses | - | - | 1 |
| 70 | 91 | 350 | |
| Operating income | 5 | 1 | 32 |
| Financing expenses | 1 | - | 6 |
| Financing income | (15) | (12) | (52) |
| Financing income, net | (14) | (12) | (46) |
| Profit before income tax | 19 | 13 | 78 |
| Income tax | 3 | - | 17 |
| Profit for the period | 16 | 13 | 61 |
Selected data from the statement of financial position
| March 31, 2017 (Unaudited) NIS million |
March 31, 2016 (Unaudited) NIS million |
December 31, 2016 (Audited) NIS million |
|
|---|---|---|---|
| Current assets | 498 | 529 | 497 |
| Non-current assets | 700 | 724 | 691 |
| Total assets | 1,198 | 1,253 | 1,188 |
| Current liabilities | 341 | 379 | 280 |
| Long-term liabilities | 78 | 104 | 100 |
| Total liabilities | 419 | 483 | 380 |
| Capital | 779 | 770 | 808 |
| Total liabilities and equity | 1,198 | 1,253 | 1,188 |
Selected data from the statement of income
| Three months ended March 31 |
Year ended December 31, |
||
|---|---|---|---|
| 2017 (Unaudited) NIS million |
2016 (Unaudited) NIS million |
2016 (Audited) NIS million |
|
| Revenues from services | 384 | 395 | 1,548 |
| Operating expenses | 258 | 258 | 1,015 |
| Gross profit | 126 | 137 | 533 |
| Selling and marketing expenses | 48 | 57 | 221 |
| General and administrative expenses | 29 | 29 | 118 |
| Other expenses (income), net | - | 14 | 18 |
| 77 | 100 | 357 | |
| Operating income | 49 | 37 | 176 |
| Financing expenses | 3 | 4 | 15 |
| Financing income | (1) | (2) | (5) |
| Financing expenses (income), net | 2 | 2 | 10 |
| Share in the profits of equity-accounted investees | - | - | 1 |
| Profit before income tax | 47 | 35 | 167 |
| Income tax | 11 | 9 | 42 |
| Profit for the period | 36 | 26 | 125 |
Selected data from the statement of financial position
| March 31, 2017 (Unaudited) NIS million |
March 31, 2016 (Unaudited) NIS million |
December 31, 2016 (Audited) NIS million |
|
|---|---|---|---|
| Current assets | 421 | 382 | 440 |
| Non-current assets | 1,572 | 1,345 | 1,586 |
| Total assets | 1,993 | 1,727 | 2,026 |
| Current liabilities | 898 | 941 | 950 |
| Long-term liabilities | 484 | 880 | 484 |
| Loans from shareholders | - | 4,995 | - |
| Total liabilities | 1,382 | 6,816 | 1,434 |
| Capital (capital deficit) | 611 | (5,089) | 592 |
| Total liabilities and equity | 1,993 | 1,727 | 2,026 |
Selected data from the statement of income
| Three months ended March 31 |
Year ended December 31, |
||
|---|---|---|---|
| 2017 | 2016 | ||
| (Unaudited) | 2016 (Unaudited) |
(Audited) | |
| NIS million | NIS million | NIS million | |
| Revenue from services | 424 | 439 | 1,745 |
| Operating expenses | 315 | 321 | 1,261 |
| Gross profit | 109 | 118 | 484 |
| Selling and marketing expenses | 35 | 38 | 128 |
| General and administrative expenses | 22 | 23 | 92 |
| 57 | 61 | 220 | |
| Operating income | 52 | 57 | 264 |
| Financing expenses | 36 | 35 | 71 |
| Financing expenses for shareholder loans, net | - | 108 | 468 |
| Financing income | (9) | (16) | (13) |
| Financing expenses, net | 27 | 127 | 526 |
| Profit (loss) before income tax | 25 | (70) | (262) |
| Income tax expenses (revenue) | 6 | 1 | (330) |
| Profit (loss) for the period | 19 | (71) | 68 |

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.
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, 2017 ("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, 2016 is also available to the reader.
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.
| 1-3.2017 | 1-3.2016 | Increase (decrease) | ||
|---|---|---|---|---|
| NIS millions |
NIS millions |
NIS millions |
% | |
| Profit | 350 | 288 | 62 | 21.5 |
| EBITDA (operating profit before depreciation and amortization) |
994 | 1,023 | (29) | (2.8) |
Year-on-year, profit was up during the Quarter following a reduction in taxes on income, as compared to an increase in the same period last year. The reduction was due to the effects of lower corporate tax rates on deferred tax assets. Operating profit was similar to the prior year period, despite changes in its composition as detailed below.
| Mar. 31, 2017 |
Mar. 31, 2016 |
Increase (decrease) | ||||
|---|---|---|---|---|---|---|
| NIS millions |
NIS millions |
NIS millions |
% | Explanation | ||
| Cash and current investments | 1,370 | 1,777 | (407) | (22.9) | The decrease was reported across all Group segments. For more information, see Section 1.3 - Cash Flows, below. |
|
| Current and non-current trade | The decrease was mainly due to a reduction in trade receivables in the Cellular Communications segment, due to lower |
|||||
| and other receivables | 2,903 | 3,003 | (100) | (3.3) | revenues from services and handset sales. | |
| Inventory | 114 | 123 | (9) | (7.3) | ||
| Broadcasting rights | 438 | 456 | (18) | (3.9) | ||
| Property, plant and equipment |
6,886 | 6,902 | (16) | (0.2) | ||
| Intangible assets | 2,986 | 3,260 | (274) | (8.4) | The decrease was mainly due to write-downs of excess acquisition costs attributed to intangible assets upon assuming control of DBS, and a decrease in investment (net of depreciation) in the Cellular Communications segment. |
|
| Tax assets were reduced, mainly due to the reduction in the corporate tax rate starting |
||||||
| Deferred tax assets | 1,008 | 1,105 | (97) | (8.8) | 2017. | |
| The increase was due to early adoption of IFRS 15 - Revenue from Contracts with Customers, whereby distributor fees are |
||||||
| Deferred costs and non | recognized as subscriber acquisition assets. | |||||
| current investments | 429 | 407 | 22 | 5.4 | See Note 3.2 to the financial statements. | |
| Total assets | 16,134 | 17,033 | (899) | (5.3) | ||
| Mar. 31, 2017 |
Mar. 31, 2016 |
Increase (decrease) | |||
|---|---|---|---|---|---|
| NIS millions |
NIS millions |
NIS millions |
% | Explanation | |
| Debt to financial institutions and debenture holders |
10,703 | 10,605 | 98 | 0.9 | |
| Trade and other payables | 1,705 | 1,843 | (138) | (7.5) | The decrease was reported across all Group segments. |
| Current and deferred tax liabilities |
215 | 672 | (457) | (68.0) | The Company paid a total of NIS 461 million in the third quarter of 2016, following an agreement between the Company and the tax authorities |
| Liability towards Eurocom D.B.S. Ltd. |
6 | 206 | (200) | (97.1) | Payments to Eurocom D.B.S Ltd. for the purchase of DBS's loans and shares. |
| Other liabilities | 946 | 1,014 | (68) | (6.7) | The decrease was mainly due to employee benefit liabilities in the Domestic Fixed-Line Communications segment. |
| Total liabilities | 13,575 | 14,340 | (765) | (5.3) | |
| Total equity | 2,559 | 2,693 | (134) | (5.0) | Equity comprises 15.9% of the balance sheet total, as compared to 15.8% of the balance sheet total on March 31, 2016. |
| 1-3.2017 | 1-3.2016 | Increase (decrease) | ||||
|---|---|---|---|---|---|---|
| NIS millions |
NIS millions |
NIS millions |
% | Explanation | ||
| Revenues | 2,453 | 2,559 | (106) | (4.1) | Revenues were down across all Group segments. |
|
| Depreciation and | The decrease was mainly attributable to the Cellular Communications and Multi-Channel |
|||||
| amortization expenses | 428 | 449 | (21) | (4.7) | Television segments. | |
| Salary expenses | 504 | 513 | (9) | (1.8) | ||
| General and operating | The decrease was reported across all Group segments, mainly the Cellular Communications segment. The decrease was affected, among other things, by early adoption of IFRS 15 - Revenue from Contracts with Customers, whereby distributor fees are recognized as subscriber acquisition assets. See Note 3.2 to the |
|||||
| expenses | 959 | 1,018 | (59) | (5.8) | financial statements. | |
| Other operating expenses | ||||||
| (income), net Operating profit |
(4) 566 |
5 574 |
(9) (8) |
(1.4) | - | |
| Finance expenses, net | 101 | 102 | (1) | (1.0) | ||
| Share in losses of investees | 2 | 1 | 1 | 100 | Taxes were down mainly due to a reduction in the tax asset and recognition of NIS 64 million in deferred tax expenses in the prior year period, following a reduction in the |
|
| Income tax | 113 | 183 | (70) | (38.3) | corporate tax rate. | |
| Profit for the period | 350 | 288 | 62 | 21.5 |
A. Revenue and operating profit data, presented by the Group's operating segments:
| 1-3.2017 | 1-3.2016 | ||||
|---|---|---|---|---|---|
| NIS millions |
% of total revenues |
NIS millions |
% of total revenues |
||
| Revenues by operating segment | |||||
| Domestic Fixed-Line Communications | 1,078 | 43.9 | 1,112 | 43.5 | |
| Cellular Communications | 628 | 25.6 | 671 | 26.2 | |
| International Communications, Internet and NEP Services | 384 | 15.7 | 395 | 15.4 | |
| Multi-Channel Television | 424 | 17.3 | 439 | 17.2 | |
| Other and offsets | (61) | (2.5) | (58) | (2.3) | |
| Total | 2,453 | 100 | 2,559 | 100 | |
| 1-3.2017 | 1-3.2016 | ||||
| NIS millions |
% of total revenues |
% of total revenues |
|||
| Operating profit by segment | millions | ||||
| Domestic Fixed-Line Communications | 513 | 47.6 | 536 | 48.2 | |
| Cellular Communications | 5 | 0.8 | 1 | 0.1 | |
| International Communications, Internet and NEP Services | 49 | 12.8 | 37 | 9.4 | |
| Multi-Channel Television | 52 | 12.3 | 57 | 13.0 | |
| Other and offsets | (53) | - | (57) | - | |
| Consolidated operating profit/ % of Group revenues | 566 | 23.1 | 574 | 22.4 | |
| 1-3.2017 NIS millions |
1-3.2016 | Increase (decrease) | ||||
|---|---|---|---|---|---|---|
| NIS millions |
NIS millions |
% | Explanation | |||
| The decrease was due to lower average |
||||||
| Fixed-line telephony | 361 | 384 | (23) | (6.0) | revenue per phone line and a decrease in the number of lines. |
|
| The increase was mainly due to growth in the number of Internet subscribers through the wholesale service, offset by a decline in the |
||||||
| Internet - infrastructure | 409 | 394 | 15 | 3.8 | number of retail Internet subscribers. | |
| Transmission, data | The decrease was mainly due to lower transmission revenues from telecom |
|||||
| communications and others | 308 | 334 | (26) | (7.8) | operators. | |
| Total revenues | 1,078 | 1,112 | (34) | (3.1) | ||
| Depreciation and | ||||||
| amortization | 180 | 183 | (3) | (1.6) | ||
| Salaries | 224 | 230 | (6) | (2.6) | ||
| General and operating expenses |
165 | 172 | (7) | (4.1) | The decrease was mainly due to a reduction in distributor fee costs, recognized as an asset following early adoption of IFRS 15, and a reduction in interconnect fees to telecom operators. |
|
| Other operating income, net | 4 | 9 | (5) | (55.6) | ||
| Operating profit | 513 | 536 | (23) | (4.3) | ||
| Net finance expenses were down due to finance expenses on the fair value of future long-term bank credit which were included in the prior year quarter. The decrease was partially offset, among other things, by higher |
||||||
| Finance expenses, net | 92 | 101 | (9) | (8.9) | interest costs on loans. | |
| The decrease was due to a reduction in profit after financing expenses, and a reduction in the corporate tax rate from 25% to 24% |
||||||
| Income tax | 102 | 107 | (5) | (4.7) | beginning 2017. | |
| Segment profit | 319 | 328 | (9) | (2.7) | ||
| 1-3.2017 | 1-3.2016 | Increase (decrease) | ||||
|---|---|---|---|---|---|---|
| NIS millions |
NIS millions |
NIS millions |
% | Explanation | ||
| Services | 435 | 455 | (20) | (4.4) | The decrease was due to market competition driving down rates and migration of existing customers to cheaper plans offering greater data bandwidth at current market prices. |
|
| The decrease was due to a change in the sales mix, reflected in lower sales volumes of high end cellular devices and more sales of lower end cellular devices. Sales of accessories, electronic products and non-cellular |
||||||
| Equipment sales | 193 | 216 | (23) | (10.6) | multimedia products were also up. | |
| Total revenues | 628 | 671 | (43) | (6.4) | ||
| Depreciation and amortization |
94 | 104 | (10) | (9.6) | Expenses were down mainly due to CDMA network assets and additional assets having been fully written off. The decrease was partially offset by first-time recognition of depreciation expenses on subscriber acquisition assets. |
|
| Salaries General and operating |
98 | 96 | 2 | 2.1 | The decrease was mainly due to a reduction in handset sales costs following a change in the sales mix as aforesaid. The decrease was further affected by early adoption of IFRS 15 and lower engineering costs. The decrease was partially offset by higher call completion |
|
| expenses | 431 | 470 | (39) | (8.3) | fees. | |
| Operating profit | 5 | 1 | 4 | - | ||
| Finance income, net | 14 | 12 | 2 | 16.7 | ||
| Income tax | 3 | - | 3 | - | ||
| Segment profit | 16 | 13 | 3 | 23.1 | ||
| 1-3.2017 | 1-3.2016 | Increase (decrease) | |||||
|---|---|---|---|---|---|---|---|
| NIS millions |
NIS millions |
NIS millions |
% | Explanation | |||
| Revenues | 384 | 395 | (11) | (2.8) | The decrease was due to decreased revenues from transferring calls between global operators (hubbing) and lower revenues from international calls due to a decrease in call minutes driven by continued competition with cellular operators and increasing use of substitute calling products. The decrease was partially offset by revenues from PBX sales and equipment for telecom solutions for businesses. |
||
| Depreciation and | |||||||
| amortization | 33 | 33 | - | - | |||
| Salaries | 84 | 83 | 1 | 1.2 | |||
| General and operating expenses |
218 | 228 | (10) | (4.4) | The decrease was due to a reduction in expenses from transferring calls between global operators (hubbing) and expenses from international calls, coupled with lower fee payments on subscriber recruitment which were recognized as an asset following the early adoption of IFRS 15. The decrease was partially offset by higher internet service expenses and costs from the sale of PBXs and equipment for telecom solutions for business, corresponding to revenues as aforesaid. |
||
| Expenses in the prior year period were due to | |||||||
| Other operating expenses | - | 14 | (14) | (100) | the signing of a collective agreement. | ||
| Operating profit | 49 | 37 | 12 | 32.4 | |||
| Finance expenses, net | 2 | 2 | - | - | |||
| Tax expenses | 11 | 9 | 2 | 22.2 | |||
| Segment profit | 36 | 26 | 10 | 38.5 | |||
9
| 1-3.2017 NIS millions |
1-3.2016 | Increase (decrease) | ||||
|---|---|---|---|---|---|---|
| NIS millions |
NIS millions |
% | Explanation | |||
| The decrease was mainly due to a decrease in | ||||||
| Revenues | 424 | 439 | (15) | (3.4) | the average number of subscribers. | |
| Depreciation and | The decrease was mainly due to a reduction in | |||||
| amortization | 70 | 76 | (6) | (7.9) | investments. | |
| Salaries | 59 | 61 | (2) | (3.3) | ||
| General and operating | ||||||
| expenses | 243 | 245 | (2) | (0.8) | ||
| Operating profit | 52 | 57 | (5) | (8.8) | ||
| Finance expenses, net | 27 | 19 | 8 | 42.1 | Net expenses were up, mainly due to a change in the fair value of financial assets. |
|
| Finance expenses for shareholder loans, net |
- | 108 | (108) | (100) | No finance expenses were recognized in the present Quarter, following conversion of the shareholder loans to equity in the third quarter of 2016. |
|
| Taxes on income | 6 | 1 | 5 | - | ||
| Segment profit (loss) | 19 | (71) | 90 | - |
10
| 1-3.2017 | 1-3.2016 | Change | |||
|---|---|---|---|---|---|
| NIS millions |
NIS millions |
NIS millions |
% | Explanation | |
| Net cash from operating activities |
826 | 922 | (96) | (10.4) | Net cash from operating activities was down due to Multi-Channel Television and Cellular Communications operations, partially offset by an increase in net cash in Domestic Fixed Line Communications operations due to changes in working capital. |
| Net cash used in investing activities |
(373) | (123) | (250) | 203.3 | Net cash used in investing activities was up, mainly due to lower proceeds on the sale of held-for-trading financial assets, and increased investment in subscriber acquisition assets (see Note 3.2.5 to the financial statements). |
| Net cash used in financing activities |
(309) | (133) | (176) | 132.3 | Net cash used in financing activities was due to loan repayments in the Domestic Fixed Line Communications segment. |
| Increase in cash | 144 | 666 | (522) | (78.4) |
Average volume in the reported Quarter:
Long-term liabilities (including current maturities) to financial institutions and debenture holders: NIS 10,828 million.
Supplier credit: NIS 888 million.
Short-term credit to customers: NIS 1,988 million. Long-term credit to customers: NIS 438 million.
As of March 31, 2017, the Group had a working capital deficit of NIS 14 million, as compared to a working capital deficit of NIS 971 million on March 31, 2016.
According to its separate financial statements, the Company had a working capital deficit of NIS 560 million as of March 31, 2017, as compared to a working capital deficit of NIS 1,577 million on March 31, 2016.
This reduction in the Group's working capital was mainly due to a decrease in the Company's current liabilities, including a decrease in liabilities to financial institutions and debenture-holders, tax liabilities, and liabilities to Eurocom D.B.S. Ltd.
The Company's Board of Directors has reviewed, among other things, the Company's cash requirements and resources, both at present and in the foreseeable future, has reviewed the Company's and the Group's investment needs, the Company's and the Group's available credit sources, and has conducted sensitivity analysis to unexpected deterioration in the Company and the Group's business. In this context, the Company's Board of Directors has determined that the aforesaid working capital deficit does not indicate any liquidity problem in the Company and the Group and that there is no reasonable concern that the Company and the Group will fail to meet their existing and foreseeable obligations on time (even in the event of unexpected deterioration in the Company's and the Group's business). The Company and the Group can meet their existing and foreseeable cash requirements, both through available cash balances, through cash from operating activities, through liquid resources from subsidiaries, through guaranteed credit facilities in 2017 under pre-determined commercial terms, and by raising debt from bank and non-bank sources.
The above information includes forward-looking information, based on the Company's assessments concerning its liquidity. Actual data may differ materially from these assessments if there is a change in any of the factors taken into account in making them.
Following publication of IFRS 15 - Revenues from Contracts with Customers ("the Standard"), the Company reviewed the Standard's possible impact on its financial statements, including by consultation with its auditing accountants and additional consultants. This review was conducted across all Group companies. As a result, the Company decided on the early adoption of the Standard, starting from the Company's financial statements as of March 31, 2017.
For information concerning the Standard's guidelines, its application, and adjustments to the Group's financial statements following the Standard's first-time application, see Note 3.2 to the financial statements.
3.1 According to the Company's Board of Directors' decisions of May 4, 2017, and May 17, 2017, the Company is considering a possible public issue of debentures, effected as an expansion of an existing series and offering the holders of DBS Debentres (Series B) to buy Company debentures in lieu of their debenture-holdings.
For more information, see Note 13.2 to the financial statements.
3.2 Debentures (Series 6-10) are rated Aa2.il Stable by Midroog Ltd. ("Midroog") and ilAA/Stable by Standard & Poor's Maalot Ltd. ("Maalot").
For current and historical ratings data for the debentures, see the Company's immediate report of June 2, 2016 (ref. no. 2016-01- 043158) its immediate report of July 12, 2016 (ref. no. 2016-01-080467), its immediate report of April 18, 2016 (ref. no. 2016- 01-050395) (Midroog) and April 24, 2017 (ref. no. 2017-01-034792) (Maalot).
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, 2017, see the Company's reporting form on the MAGNA system, dated May 18, 2017.
We thank the managers of the Group's companies, its employees, and shareholders.
Shaul Elovitch Stella Handler Chairman of the Board CEO
Signed: May 17, 2017
May 17, 2017
Update to Chapter A (Description of Company Operations) of the Periodic Report for 2016 Directors' Report on the State of the Company's Affairs for the period ended March 31, 2017 Interim Financial Statements as at March 31, 2017


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.

For information about a dividend distribution in the amount of NIS 578 million in respect of profits from the second half of 2016 that was approved by a general meeting of the Company's shareholders on May 9, 2017, but has not yet been distributed, see Note 7 to the Company's Financials for the period ended March 31, 2017.
Outstanding, distributable profits at the report date - NIS 350 million (surpluses accumulated over the last two years, after subtracting previous distributions), not including the NIS 578 million noted above.
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 2013 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 2017 | Q4 2016 | Q3 2016 | Q2 2016 | Q1 2016 | |
|---|---|---|---|---|---|
| Revenues (NIS million) | 1,078 | 1,082 | 1,089 | 1,100 | 1,112 |
| Operating profit (NIS million) | 513 | 481 | 519 | 540 | 536 |
| Depreciation and amortization (NIS million) | 180 | 161 | 188 | 185 | 183 |
| EBITDA (Earnings before income taxes, depreciation | |||||
| and amortization) (NIS million)(1) | 693 | 642 | 707 | 725 | 719 |
| Net profit (NIS million) | 319 | 235 | 343 | 326 | 328 |
| Cash flow from current activities (NIS million) | 600 | 482 | 526 | 517 | 539 |
| Payments for investments in property, plant & | |||||
| equipment, intangible assets and other investments | |||||
| (NIS million) | 210 | 205 | 207 | 227 | 195 |
| Proceeds from the sale of property, plant & equipment | |||||
| and intangible assets (NIS million) | 10 | 15 | 22 | 54 | 41 |
| Free cash flow (NIS million) (2) | 400 | 292 | 341 | 344 | 385 |
| Number of active subscriber lines at the end of the | |||||
| period (in thousands)(3) | 2,100 | 2,119 | 2,137 | 2,151 | 2,167 |
| Average monthly revenue per line (NIS) (ARPL)(4) | 57 | 56 | 58 | 58 | 59 |
| Number of outgoing minutes (in millions) | 1,180 | 1,139 | 1,297 | 1,257 | 1,316 |
| Number of incoming minutes (in millions) | 1,281 | 1,252 | 1,383 | 1,314 | 1,348 |
| Number of active subscriber lines at the end of the | |||||
| period (in thousands) (7) | 1,580 | 1,558 | 1,539 | 1,521 | 1,503 |
| Of which the number of active subscriber lines at the | |||||
| end of the period - retail (in thousands) (7) | 414 | 377 | 347 | 323 | 290 |
| Average monthly revenue per Internet subscriber (NIS) | |||||
| - retail | 91 | 90 | 89 | 90 | 91 |
| Average bundle speed per Internet subscriber - retail | |||||
| (Mbps)(5) | 45.1 | 43.2 | 41.8 | 40.2 | 38.9 |
| Churn rate (6) | 2.8% | 2.4% | 2.6% | 2.4% | 2.9% |
2 On the initial application of IFRS 15 - Revenue from Contracts with Customers, from January 1, 2017, see Note 3.2 to the Company's Financial Statements for the period ended March 31, 2017.
Update to Chapter A (Description of Company Operations) of the Periodic Report for 2016
B. Pelephone
| Q1 2017 | Q4 2016 | Q3 2016 | Q2 2016 | Q1 2016 | |
|---|---|---|---|---|---|
| Revenue from services (NIS million) | 435 | 439 | 468 | 456 | 455 |
| Revenue from sale of terminal equipment (NIS | |||||
| million) | 193 | 213 | 181 | 202 | 216 |
| Total revenue (NIS million) | 628 | 652 | 649 | 658 | 671 |
| Operating profit (NIS million) | 5 | (4) | 27 | 8 | 1 |
| Depreciation and amortization (NIS million) | 94 | 89 | 92 | 95 | 104 |
| EBITDA (Earnings before income taxes, depreciation | |||||
| and amortization) (NIS million)(1) | 99 | 85 | 119 | 103 | 105 |
| Net profit (NIS million) | 16 | 3 | 32 | 13 | 13 |
| Cash flow from current activities (NIS million) | 117 | 65 | 152 | 180 | 185 |
| Payments for investments in property, plant & | |||||
| equipment, intangible assets and other investments, net | |||||
| (NIS million) | 73 | 63 | 64 | 63 | 51 |
| Free cash flow (NIS million) (1) | 44 | 2 | 88 | 117 | 134 |
| Number of subscribers at the end of the period | |||||
| (thousands) (2) (5) | 2,430 | 2,402 | 2,348 | 2,260 | 2,692 |
| Average monthly revenue per subscriber (NIS) | |||||
| (ARPU) (3)(6) | 60 | 62 | 68 | 68 | 57 |
| Churn rate (4) | 7.9% | 6.3% | 6.1% | 6.2% | 5.2% |
(1) Regarding the definition of EBITDA (earnings before income taxes, depreciation and amortization) and free cash flows, see comments (1) and (2) in the Bezeq Fixed Line table.
(2) Subscriber data includes Pelephone subscribers (without subscribers from other operators hosted on the Pelephone network) and does not include subscribers connected to Pelephone services for six months or more but who are inactive. An inactive subscriber is one who in the past six months has not received at least one call, has not made one call / sent one SMS, performed no surfing activity on his phone or has not paid for Pelephone services. It is noted that a customer may have more than one subscriber number ("line").
(3) Average monthly revenue per subscriber. The index is calculated by dividing the average total monthly revenues from cellular services, from Pelephone subscribers and other telecom operators, including revenues from cellular operators who use Pelephone's network, repair services and extended warranty in the period, by the average number of active subscribers in the same period.
(4) The churn rate is calculated as the ratio of subscribers who disconnected from the company's services and subscribers who became inactive during the period, to the average number of active subscribers during the period.
(5) Regarding the write off of CDMA subscribers, see Section 3.4 in the Description of Company Operations in the 2016 Financials ("Section 3.4"). In Q2 2016, Pelephone wrote off 499,000 CDMA subscribers, as noted in Section 3.4.
(6) The effect of writing off the CDMA subscribers, as noted in Section 3.4, led to an increase of NIS 10 in Pelephone's ARPU in Q1 2017 and an average of NIS 12 in the second and third quarters of 2016. The effect of writing off the subscribers on ARPU for the year 2016 was NIS 9.
5
Update to Chapter A (Description of Company Operations) of the Periodic Report for 2016
C. Bezeq International
| Q1 2017 | Q4 2016 | Q3 2016 | Q2 2016 | Q1 2016 | |
|---|---|---|---|---|---|
| Revenues (NIS million) | 384 | 392 | 384 | 377 | 395 |
| Operating profit (NIS million) | 49 | 47 | 45 | 47 | 37 |
| Depreciation and amortization (NIS million) | 33 | 34 | 35 | 35 | 33 |
| EBITDA (Earnings before income taxes, depreciation | |||||
| and amortization) (NIS million)(1) | 82 | 81 | 80 | 82 | 70 |
| Net profit (NIS million) | 36 | 33 | 33 | 33 | 26 |
| Cash flow from current activities (NIS million) | 52 | 86 | 65 | 69 | 49 |
| Payments for investments in property, plant & | |||||
| equipment, intangible assets and other investments, net | |||||
| (NIS million)(2) | 29 | 25 | 24 | 33 | 37 |
| Free cash flow (NIS million) (1) | 23 | 61 | 41 | 36 | 12 |
| Churn rate (3) | 5.3% | 5.2% | 5.5% | 4.5% | 5.2% |
(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.
| Q1 2017 | Q4 2016 | Q3 2016 | Q2 2016 | Q1 2016 | |
|---|---|---|---|---|---|
| Revenues (NIS million) | 424 | 438 | 434 | 434 | 439 |
| Operating profit (NIS million) | 52 | 68 | 62 | 77 | 57 |
| Depreciation and amortization (NIS million) | 70 | 71 | 75 | 74 | 76 |
| EBITDA (Earnings before income taxes, depreciation | |||||
| and amortization) (NIS million)(1) | 122 | 139 | 137 | 151 | 133 |
| Net profit (loss) (NIS million) | 19 | 395 | (142) | (114) | (71) |
| Cash flow from current activities (NIS million) | 51 | 207 | 154 | 110 | 158 |
| Payments for investments in property, plant & | |||||
| equipment, intangible assets and other investments, net | |||||
| (NIS million) | 60 | 41 | 50 | 58 | 59 |
| Free cash flow (NIS million) (1) | (9) | 166 | 104 | 52 | 99 |
| Number of subscribers (at the end of the period, in | |||||
| thousands) (2) | 608 | 614 | 618 | 623 | 629 |
| Average monthly revenue per subscriber (ARPU) | |||||
| (NIS)(3) | 232 | 237 | 233 | 231 | 231 |
| Churn rate (4) | 4.3% | 3.6% | 4.5% | 3.6% | 4.2% |
(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) Subscriber - a single household or small business customer. In the case of a business customer with multiple reception points or a large number of decoders (such as a hotel, kibbutz, or gym), the number of subscribers is calculated by dividing the total payment received from the business customer by the average revenue from a small business customer. The number of subscribers was corrected retrospectively due to an insignificant change in the counting of subscribers among large customers.
(3) Monthly ARPU is calculated by dividing total DBS revenues (from content and equipment, premium channels, advanced products, and other services) by the average number of customers. The average monthly revenue was corrected retrospectively due to an insignificant change in the counting of subscribers among large customers.
(4) Number of DBS subscribers who left DBS during the period, divided by the average number of DBS registered subscribers in the period.

On the approval of an amended compensation policy for the Company – on April 5, 2017, a special general meeting of the Company's shareholders approved the amendments to the compensation policy according to the text attached as an addendum to the Report on Call for a General Meeting that was included in the 2016 Financials by way of reference.
For information about the Company's working capital, see Section 1.3 in the Directors Report.
At March 31, 2017, the Company has a working capital deficit of NIS 560 million (this figure refers to the Company's separate financial statements. In the Company's consolidated financial statements as at March 31, 2017, there is a working capital deficit in the amount of NIS 14 million).
In accordance with decisions of the Board of Directors on May 4, 2017 and May 17, 2017, the Company is reviewing the possibility of issuing debentures to the public by way of an expansion of one or more series of the Company's marketable debentures, based on a shelf prospectus of the Company from May 2014. This includes reviewing a public offering of Series 9 debentures of the Company by way of an expansion of the series as well the possibility of allowing the holders of Series B debentures of DBS, which are traded on the TASE's TACT (Tel Aviv Continuous Trading) System (DBS debentures) to purchase debentures from Series 6 and/or 10 which are traded on the Tel Aviv Stock Exchange Ltd, in exchange for the DBS debentures that they own. On this matter, see also the Company's immediate report published on the date of publication of these reports concerning a review of the issuance of marketable debentures.
On April 24, 2017, Standard & Poor's Maalot Ltd. affirmed a rating of ilAA/Stable for the Company and its debentures (Series 6-10) and for Pelephone and DBS, as detailed in the full rating report published in an Immediate Report issued by the Company on April 24, 2017, which is included here by way of reference.
On this matter, see also Section 3 of the Directors Report.
For information about taxation, see Note 5 to the Company's Financial Statements for the period ended March 31, 2017.
Pending proceedings - subsection (E) - on a claim and motion for its certification as a class action relating to a campaign by the Company to upgrade the internet surfing speed - on April 3, 2017, a ruling was handed down on this action certifying the plaintiff's application to abandon the motion to certify the claim as a class action and dismissing the plaintiff's personal claim, and this after, in its response, the Company drew attention to advertisements in which it had specified the exclusions to the campaign.
Pending proceedings - subsection (H) - on two motions for the certification of class actions claiming that the Company charges a monthly payment, unlawfully and without consent, for support and/or liability services as part of using its internet infrastructure, and a court ruling from March 26, 2017 to strike out the later motion in view of the similarity between the two motions - on May 14, 2017, the Company received notice of an appeal (that was filed in the Supreme Court on May 4, 2017) by the applicant in the later motion asking to strike out the earlier motion and continue the hearing in the later motion.
Legal proceedings that ended in the Reporting Period or by the date of publication of the report - subsection (B) - regarding a Supreme Court ruling which dismissed two appeals on a ruling of the Tel Aviv District Court (Economic Department) which dismissed two (consolidated) motions to certify derivative actions concerning the distribution of dividends and loans of the Company - on April 6, 2017, the Company received a copy of a petition to hold another hearing on the case that was filed by one of the appellants.

On April 19, 2017, the Company received (by email and not by means of due service of process) class action certification motion which was filed with the Tel Aviv District Court against the Company and against its subsidiary, Walla! Communications Ltd., Yad2 and an advertising company owned by Walla (hereinafter collectively, the "Respondents"). The motion pertains to the Company's B144 service, which enables businesses to advertise on the Internet (the "Service"). According to the petitioner, the Respondents charged subscribers to the Service unlawful charges. The petitioner estimates the class action amount at NIS 1.11 billion (based on an estimate of 300,000 customers and compensation of NIS 3,700 per customer). Notably, on May 7, 2017, the Company received another claim together with a class action certification motion (which was filed in the Tel Aviv District Court) the subject of which is similar to this claim and alleging that unlawful amounts had been charged for the Company's B144 service. According to the information in the motion, the amount of the class action cannot be estimated.
Section 3.1.5.1 - on April 20, 2017, permission was received from the Ministry of Communications to operate the LTE Advanced technology (LTEA).
Section 3.2.2 - in April 2017, the Finance Minister announced an economic plan that includes, inter alia, the elimination of import duties and purchase taxes. As part of this plan, the Finance Ministry decided to abolish purchase tax on imported cellular devices, which had been 15% of the value of the device.
Section 3.7.1.1 - in April 2017, Pelephone received approval to close down the CDMA network on July 30, 2017, or earlier with the Ministry's approval.
Section 3.8.2 - in April 2017, Pelephone received a temporary allocation of 5 mega bandwidth on the 1800 Mhz spectrum. This allocation is for a limited period and it will expire at the end of 2019 or earlier, as decided by the Ministry of Communications.
Sections 3.9.2 and 3.9.5 - on April 27, 2017, a new collective labor agreement was signed by Pelephone and the New General Federation of Workers ("the Histadrut") and Pelephone's workers' committee, replacing the collective agreement that expired on December 31, 2016. The main points of this agreement are:

Update to Chapter A (Description of Company Operations) of the Periodic Report for 2016
Section 3.16.1(H) - on a claim and class action certification motion against Pelephone which alleges that Pelephone opted customers to the Smart Call service (a service that blocks incoming calls from various call centers, including the call centers of Pelephone's competitors), without their consent or knowledge - on May 7, 2017, the court authorized the applicant to abandon the motion for certification of the class action against Pelephone and it dismissed his personal claim against Pelephone.
There are no updates to this chapter.
Section 5.1.2.6 - at the date of this report, the Knesset is discussing a government bill to amend the Communications Law. Among other things, the bill addresses issues that are similar to the must-sell regulations in the area of sports content that were also discussed by the Filber Committee, including the granting of a license for broadcasting a sports channel or a significant sports operator by their producers. At the date of the report, DBS is unable to estimate whether the aforementioned bill will be implemented in legislation and in what format, and it is also unable to estimate what effect it will have on DBS's business.
On the affirmation of an ilAA/Stable rating by Standard & Poor's Maalot Ltd. for DBS (as part of the affirmation of the rating for the Company), see the update to Section 2.13.6.
In April 2017, the Company's general meeting and the general meeting of Spacecom approved the engagement in the 2017 Agreement (see the Company's Immediate Report dated April 3, 2017, ref.: 2017-01-030040) which is included in this report by way of reference.
At the beginning of April 2017, the Amos 2 satellite reached the end of its commercial life and ceased providing services to DBS. At the date of this report, DBS uses the space segments on the Amos 3 and Amos 7 satellites.
May 17, 2017
Date Bezeq The Israel Telecommunication Corporation Ltd.
Names and titles of signatories:
Shaul Elovitch, Chairman of the Board of Directors
Stella Handler, CEO
9

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 | Page |
|---|---|
| Auditors' Report | 2 |
| Condensed Separate Interim Financial Information as at March 31, 2017 (unaudited) | |
| Condensed interim information of Financial Position | 3 |
| Condensed interim information of Profit or Loss | 5 |
| Condensed interim information of Comprehensive Income | 5 |
| Condensed interim information of Cash Flows | 6 |
| Notes to the condensed separate interim financial information | 7 |

Somekh Chaikin KPMG Millennium Tower 17 Ha-Arbaa Street, PO Box 609 Tel Aviv 6100601, Israel 800068403
The Shareholders of "Bezeq"- The Israel Telecommunication Corporation Ltd.
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, 2017 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 110 million as of March 31, 2017, and the loss from this investee company amounted to NIS 10 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.
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 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 4.
Somekh Chaikin Certified Public Accountants (Isr.)
May 17, 2017
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.
| Assets | March 31, 2017 * (Unaudited) NIS million |
March 31, 2016 (Unaudited) NIS million |
December 31, 2016 (Audited) NIS million |
|---|---|---|---|
| Cash and cash equivalents | 274 | 432 | 182 |
| Investments | 551 | 509 | 549 |
| Trade receivables | 687 | 708 | 698 |
| Other receivables | 154 | 140 | 72 |
| Dividend receivable from investees | 65 | 583 | - |
| Loans granted to investees | 80 | 278 | 78 |
| Total current assets | 1,811 | 2,650 | 1,579 |
| Trade and other receivables | 181 | 182 | 211 |
| Property, plant and equipment | 4,912 | 4,796 | 4,867 |
| Intangible assets | 221 | 246 | 229 |
| Investment in investees | 7,046 | 6,594 | 7,080 |
| Loans granted to investees | 98 | 450 | 120 |
| Non-current and other investments | 124 | 118 | 105 |
| Total non-current assets | 12,582 | 12,386 | 12,612 |
| Total assets | 14,393 | 15,036 | 14,191 |
3
| March 31, 2017 * (Unaudited) NIS million |
March 31, 2016 (Unaudited) NIS million |
December 31, 2016 (Audited) NIS million |
|
|---|---|---|---|
| Liabilities | |||
| Debentures, loans and borrowings | 1,181 | 1,829 | 1,405 |
| Loan from an investee | 105 | 434 | - |
| Trade and other payables | 681 | 760 | 679 |
| Current tax liabilities | 99 | 622 | 96 |
| Employee benefits | 249 | 325 | 263 |
| Liability to Eurocom DBS Ltd, an affiliate | 6 | 206 | 32 |
| Provisions (Note 4) | 50 | 51 | 48 |
| Total current liabilities | 2,371 | 4,227 | 2,523 |
| Loans and debentures | 8,615 | 7,621 | 8,630 |
| Loan from an investee | 325 | - | 325 |
| Employee benefits | 222 | 200 | 220 |
| Derivatives and other liabilities | 238 | 252 | 231 |
| Deferred tax liabilities | 63 | 43 | 59 |
| Total non-current liabilities | 9,463 | 8,116 | 9,465 |
| Total liabilities | 11,834 | 12,343 | 11,988 |
| Equity | |||
| Share capital | 3,878 | 3,878 | 3,878 |
| Share premium | 384 | 384 | 384 |
| Reserves | 308 | 282 | 302 |
| Deficit | (2,011) | (1,851) | (2,361) |
| Total equity | 2,559 | 2,693 | 2,203 |
| Total liabilities and equity | 14,393 | 15,036 | 14,191 |
Chairman of the Board of Directors CEO CFO of the Bezeq Group
Shaul Elovitch Stella Handler Alon Raveh
* See Note 1.3 with regard to early adoption of IFRS 15 - Revenue from Customer Contracts
Date of approval of the financial statements: May 17, 2017
The attached notes are an integral part of these condensed separate interim financial information.
| For the three months ended March 31 |
|||
|---|---|---|---|
| 2017* (Unaudited) NIS million |
2016 (Unaudited) NIS million |
December 31 2016 (Audited) NIS million |
|
| Revenues (Note 2) | 1,078 | 1,112 | 4,383 |
| Costs of activity | |||
| Salaries | 224 | 230 | 898 |
| Depreciation and amortization | 180 | 183 | 717 |
| Operating and general expenses (Note 3) | 165 | 172 | 705 |
| Other operating expenses, net | (4) | (9) | (13) |
| Cost of Activities | 565 | 576 | 2,307 |
| Operating profit | 513 | 536 | 2,076 |
| Financing expenses (income) | |||
| Financing expenses | 97 | 109 | 475 |
| Financing income | (5) | (8) | (30) |
| Financing expenses, net | 92 | 101 | 445 |
| Profit after financing expenses, net | 421 | 435 | 1,631 |
| Share in profits (losses) of investees, net | 31 | (40) | 12 |
| Profit before income tax | 452 | 395 | 1,643 |
| Income tax | 102 | 107 | 399 |
| Profit for the period | 350 | 288 | 1,244 |
Condensed Separate Interim Information of Comprehensive Income
| For the three months ended March 31 |
Year ended December 31 |
||
|---|---|---|---|
| 2017* (Unaudited) NIS million |
2016 (Unaudited) NIS million |
2016 (Audited) NIS million |
|
| Profit for the period | 350 | 288 | 1,244 |
| Other comprehensive income (loss) items for the period, net of tax | 6 | (10) | (15) |
| Total comprehensive income for the period | 356 | 278 | 1,229 |
* See Note 1.3 with regard to early adoption of the IFRS 15 - Revenue from Customer Contracts
The attached notes are an integral part of these condensed separate interim financial information.
| For the three months ended March 31 |
Year ended December 31 |
||
|---|---|---|---|
| 2017* (Unaudited) NIS million |
2016 (Unaudited) NIS million |
2016 (Audited) NIS million |
|
| Cash flows from operating activities | |||
| Profit for the period | 350 | 288 | 1,244 |
| Adjustments: | |||
| Depreciation and amortization | 180 | 183 | 717 |
| Share in earnings (losses) of investees, net | (31) | 40 | (12) |
| Financing expenses, net | 87 | 103 | 445 |
| Capital gain, net | (5) | (11) | (107) |
| Income tax expenses | 102 | 107 | 399 |
| Change in trade and other receivables | 15 | (55) | (51) |
| Change in trade and other payables | 33 | 2 | (54) |
| Change in provisions | 2 | (9) | (12) |
| Change in employee benefits | (12) | (8) | (72) |
| Miscellaneous | - | (2) | (15) |
| Net cash (used in) from operating activities due to transactions with subsidiaries | (26) | (7) | 27 |
| Net income tax paid | (95) | (92) | (445) |
| Net cash from operating activities | 600 | 539 | 2,064 |
| Cash flows from investment activities | |||
| Investment in intangible assets and other investments | (26) | (16) | (76) |
| Proceeds from the sale of property, plant and equipment | 10 | 41 | 132 |
| Acquisition of financial assets held for trading and others | - | - | (905) |
| Proceeds from the sale of financial assets held for trading and others | - | 138 | 1,003 |
| Tax payment for shareholders' loans | - | - | (461) |
| Purchase of property, plant and equipment | (184) | (179) | (758) |
| Miscellaneous | (7) | (16) | 2 |
| Net cash from investment activities due to transactions with investees | (106) | (64) | 148 |
| Net cash used for investing activities | (313) | (96) | (915) |
| Cash flow from finance activities | |||
| Issue of Debentures | - | - | 2,161 |
| Repayment of debentures and loans | (224) | (49) | (1,444) |
| Dividends paid | - | - | (1,441) |
| Payment to Eurocom DBS for acquisition of DBS shares and loans | (61) | (58) | (256) |
| Interest paid | (15) | (17) | (381) |
| Miscellaneous | - | 3 | (21) |
| Net cash (used in) from financing activities due to transactions with subsidiaries | 105 | - | 305 |
| Net cash used for financing activities | (195) | (121) | (1,077) |
| Net increase in cash and cash equivalents | 92 | 322 | 72 |
| Cash and cash equivalents at beginning of period | 182 | 110 | 110 |
| Cash and cash equivalents at the end of the period | 274 | 432 | 182 |
* See Note 1.3 with regard to early adoption of the IFRS 15 - Revenue from Customer Contracts
The attached notes are 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 2016.
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, 2016 and in conjunction with the condensed interim consolidated financial statements as at March 31, 2017 ("the Consolidated Financial Statements").
The accounting policies used in preparing this 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, 2016, other than that described in section 1.3 below.
Commencing January 1, 2017, the Group applies early adoption of International Financial Reporting Standard - Revenues from Customer Contracts ("IFRS 15"), which sets out guidelines with respect to recognition of revenue. IFRS 15 replaces IAS 18 - Revenues and presents a new model for recognition of revenues from contracts with customers.
For further information concerning the first-time adoption of IFRS 15 see Note 3.2 to the Consolidated Financial Statements.
The tables below present a breakdown of the effects on the condensed interim statement of financial position as at March 31, 2017 and on the condensed statement of income and interim statement of cash flows for the three-month period then ended, assuming that the Company's previous policy regarding subscriber acquisition costs will be continued during this period.
Effect on the condensed interim statement of financial position as at March 31, 2017:
| Per the previous policies (Unaudited) NIS million |
Change (Unaudited) NIS million |
Per IFRS 15 (Unaudited) NIS million |
|
|---|---|---|---|
| Subscriber acquisition asset, net (presented as part of non-current investments) | 5 | 5 10 |
|
| Equity | 2,555 | 4 2,559 |
Effect on the interim statement of income for the three-month period ended March 31, 2017:
| Per the previous policies (Unaudited) NIS million |
Change (Unaudited) NIS million |
Per IFRS 15 (Unaudited) NIS million |
|
|---|---|---|---|
| General and operating expenses | 168 | (3) | 165 |
| Salaries | 226 | (2) | 224 |
| Depreciation and amortization costs | 180 | - 180 |
|
| Operating profit | 508 | 5 | 513 |
| Profit after financing expenses | 416 | 5 | 421 |
| Profit before income tax | 447 | 5 | 452 |
| Income tax | 101 | 1 | 102 |
| Profit for the period | 346 | 4 | 350 |
Effect on the interim statement of cash flows for the three-month period ended March 31, 2017:
| Per the previous policies (Unaudited) NIS million |
Change (Unaudited) NIS million |
Per IFRS 15 (Unaudited) NIS million |
|
|---|---|---|---|
| Net cash from operating activities | 595 | 5 | 600 |
| Net cash used for investing activities | (308) | (5) | (313) |
| For the three months ended March 31 |
|||
|---|---|---|---|
| 2017 (Unaudited) NIS million |
2016 (Unaudited) NIS million |
2016 (Audited) NIS million |
|
| Fixed-line telephony | 361 | 384 | 1,490 |
| Internet - infrastructure | 409 | 394 | 1,597 |
| Transmission and data communication | 252 | 273 | 1,077 |
| Other services | 56 | 61 | 219 |
| 1,078 | 1,112 | 4,383 |
| For the three months ended March 31 |
Year ended December 31 |
|||
|---|---|---|---|---|
| 2017 (Unaudited) NIS million |
2016 (Unaudited) NIS million |
2016 (Audited) NIS million |
||
| Maintenance of buildings and sites | 47 | 49 | 189 | |
| Marketing and general | 42 | 43 | 195 | |
| Interconnectivity and payments to communications operators | 31 | 34 | 130 | |
| Services and maintenance by sub-contractors | 17 | 17 | 72 | |
| Vehicle maintenance | 18 | 17 | 72 | |
| Terminal equipment and materials | 10 | 12 | 47 | |
| 165 | 172 | 705 |
During the normal course of business, legal claims were filed against the Company or there are various pending claims ("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 50 million, where provisions are required to cover the exposure arising from such litigation.
In the Management's opinion, the additional exposure (exceeding the foregoing provisions), as of March 31, 2017 due to legal claims filed against the Company on various matters, which are unlikely to be realized, amounts to a total of NIS 3.3 billion. This amount includes exposure of NIS 2 billion for a claim by shareholders against the Company and officers of the Company which the plaintiff estimates to be NIS 1.1 billion or NIS 2 billion (based on the method to be fixed of calculating the damages) In addition, the Company has further exposure in the amount of NIS 179* million for claims, the success of which cannot be assessed at this stage. The foregoing amounts are linked to the consumer price index and are before the addition of interest.
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.
Subsequent to the reporting date, claims amounting to NIS 1.1 billion were filed against the Company and against the subsidiary, Walla Communications Ltd., Yad 2 and an advertising company owned by Walla. Furthermore, another claim without a monetary estimate was filed with regard to a similar matter as this claim. At the date of approval of the financial statements, the chances of these claims succeeding cannot as yet be assessed. In addition, claims amounting to exposure of NIS 114 million were concluded.
* There is further exposure with respect to a lawsuit for which the amount of the claim is unclear.
For further information concerning contingent liabilities see Note 6 to the Consolidated Financial Statements.
5.1 On March 8, 2017, the board of directors of Bezeq International resolved to distribute a dividend to the Company in the amount of NIS 65 million in May 2017.
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