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Internet Gold-Golden Lines Ltd.

Foreign Filer Report May 31, 2017

6859_rns_2017-05-30_480b282b-e618-4c0f-aaf1-866fe5095de0.pdf

Foreign Filer Report

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SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

F O R M 6-K

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

For the month of May 2017

INTERNET GOLD-GOLDEN LINES LTD.

(Name of Registrant)

2 Dov Friedman Street, Ramat Gan 5250301, Israel

(Address of Principal Executive Office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-FForm 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.

YesNo

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

Internet Gold-Golden Lines Ltd.

EXPLANATORY NOTE

The 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"):

  • 99.1 Condensed Consolidated Interim Financial Statements (Unaudited) of the Group as at March 31, 2017.
  • 99.2 Directors' Report on the State of the Group's Affairs for the three month period ended March 31, 2017.
  • 99.3 Update of Chapter A (Description of Group Operations) of the Periodic Report for 2016.
  • 99.4 Company Separate Condensed Interim Financial Information as at March 31, 2017 (Unaudited).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

INTERNET GOLD-GOLDEN LINES LTD. (Registrant)

By /s/ Doron Turgeman

Doron Turgeman Chief Executive Officer

Date: May 30, 2017

EXHIBIT INDEX

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"):

  • 99.1 Condensed Consolidated Interim Financial Statements (Unaudited) of the Group as at March 31, 2017.
  • 99.2 Directors' Report on the State of the Group's Affairs for the three month period ended March 31, 2017.
  • 99.3 Update of Chapter A (Description of Group Operations) of the Periodic Report for 2016.
  • 99.4 Company Separate Condensed Interim Financial Information as at March 31, 2017 (Unaudited).

Part C:

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.

Introduction

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.

Scope of Review

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.

Conclusion

Based on our review and the review report of other auditors, nothing has come to our attention that causes us to believe that the accompanying 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

Condensed Consolidated Interim Financial Statements as at March 31, 2017 (Unaudited)

Condensed Consolidated Interim Statements of Financial Position

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

Condensed Consolidated Interim Financial Statements as at March 31, 2017 (Unaudited)

Condensed Consolidated Interim Statements of Financial Position (Contd.)

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.

Condensed Consolidated Interim Statements of Income

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

Condensed Consolidated Interim Statements of Comprehensive Income

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.

Condensed Consolidated Interim Statements of Changes in Equity

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.

Condensed Consolidated Interim Statements of Cash Flows

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

1. General

Reporting Entity

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).

2. Basis of Preparation

  • 2.1 The condensed interim consolidated financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting, and Chapter D of the Securities Regulations (Periodic and Immediate Reports), 1970.
  • 2.2 The condensed consolidated interim financial statements do not contain all the information required in full annual financial statements, and should be reviewed in the context of the annual financial statements of the Company and its subsidiaries as at December 31, 2016 and the year then ended, and their accompanying notes ("the Annual Financial Statements"). The notes to the interim financial statements include only the material changes that have occurred from the date of the most recent Annual Financial Statements until the date of these consolidated interim financial statements.
  • 2.3 The condensed consolidated interim financial statements were approved by the Board of Directors on May 17, 2017.

2.4 Use of estimates and judgment

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. Reporting Principles and Accounting Policy

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 Initial application of new standards

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:

  • A. Identifying the contract with the customer.
  • B. Identifying separate performance obligations in the contract.
  • C. Determining the transaction price.
  • D. Allocating the transaction price to separate performance obligations.
  • E. Recognizing revenue when the performance obligations are satisfied.

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.

  • 3.2.3 Implementation of the accounting policy described above requires management of the Group companies to exercise their discretion to estimate the expected service period and the anticipated subscriber churn rate. Changes in such estimates may result in a change in depreciation and amortization expenses and changes in the Subscriber Acquisition asset.
  • 3.2.4 Other than the accounting treatment of Subscriber Acquisition costs, implementation of IFRS 15 had no other material effects on the financial statements. In addition, implementation of IFRS 15 had no effect on retained earnings as at the transition date.
  • 3.2.5 The tables below summarize the effects on the condensed consolidated interim statement of financial position as at March 31, 2017 and on the condensed consolidated interim statements of income and cash flows for the three months then ended, assuming that the Group's previous policy regarding Subscriber Acquisition costs continued during that period.

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. Group entities

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.

4.2 DBS Satellite Services (1998) Ltd. ("DBS")

  • 4.2.1 Further to Note 11.2.1 to the Annual Financial Statements regarding the additional consideration to be paid to Eurocom DBS based on the operating results of DBS in the three years as from the acquisition transaction, in March 2017 the Company paid the second advance payment of NIS 57 million (plus linkage differences) for the operating results of DBS in 2016.
  • 4.2.2 Further to Note 17.2 to the Annual Financial Statements regarding the agreement of DBS for space segment capacity, Space Communications Ltd. ("Space") notified DBS that the Amos 2 satellite had reached the end of its commercial life and is no longer fit to make television broadcasts for DBS. Accordingly, as from March 31, 2017, DBS no longer uses the Amos 2 satellite and is currently using the Amos 3 and Amos 7 satellites.

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.

5. Income tax

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.

6. Contingent liabilities

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. Equity

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.

8. Revenues

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

9. General and operating expenses

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.

10. Financial instruments

10.1 Fair value

10.1.1 Financial instruments at fair value for disclosure purposes only

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

10.1.2 Fair value hierarchy

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)

11. Segment Reporting

11.1 Operating segments

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

11.2 Adjustment of profit or loss for reporting segments

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

12. Condensed Financial Statements of Pelephone, Bezeq International, and DBS

12.1 Pelephone Communications Ltd.

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

12.2 Bezeq International Ltd.

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

12.3 D.B.S. Satellite Services (1998) Ltd.

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

13. Subsequent events

  • 13.1 See Note 4.2.2 above for information about the approval of the general meeting of the Company's shareholders on April 3, 2017 for the agreement between DBS and Space with the amendment/addition to the agreement for space segment capacity.
  • 13.2 In accordance with the decisions of the Company's Board of Directors as at May 4, 2017 and May 17, 2017, the Company is assessing the option of a public offering of debentures by way of expansion of one or more series of the Company's marketable debentures in accordance with the Company's shelf prospectus of May 2014. This includes a public offering of Debentures (Series 9) by way of expansion of the series and the option of granting the holders of Debentures (Series B) of DBS, which are traded on the TACT-Institutional system of the TASE ("the DBS Debentures") the option of purchasing the Company's Debentures (Series 6 and/or Series 10) that are traded on the TASE instead of their DBS debentures.
  • 13.3 See Note 7.2 above for information about the approval of the general meeting of May 9, 2017 for the distribution of a cash dividend to the Company's shareholders.

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:

    1. Domestic Fixed-Line Communications
    1. Cellular Communications
    1. International Communications, Internet and NEP Services
    1. Multi-Channel Television

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.

1. The Board of Directors' explanations on the state of the Company's affairs, the results of its operations, equity, cash flows, and additional matters

1.1 Financial position

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)

1.1. Financial Position (Contd.)

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.

1.2 Results of operations

1.2.1 Highlights

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

1.2.2 Operating segments

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

1.2.2. Operating segments

B. Domestic Fixed-Line Communications Segment

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)

1.2.2. Operating segments

C. Cellular Communications segment

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

1.2.2 Operating segments

D. International Communications, Internet and NEP Services

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

1.2.2 Operating segments

E. Multi-Channel Television

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 Cash flow

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.

1.3. Cash Flows (contd.)

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.

2. Disclosure Concerning the Company's Financial Reporting

2.1 Disclosure on the early adoption of IFRS 15 - Revenues from Contracts with Customers

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.

Actions taken by the Group in preparation for adopting the Standard, and measures for reducing risk of errors in its financial statements:

    1. The Group studied the possible impact of the Standard on its financial statements. This process included a review of the Standard's provisions, a review of professional information issued by international accounting firms and by the International Accounting Standards Board (IASB), and internal discussions with Group companies. Meetings were also held with the auditing accountants and additional accounting consultants. These meetings included a thorough discussion of issues raised by the Standard's application, and a review of its impact on the Group's companies. Each company documented the relevant issues and their impact on the financial statements.
    1. The Group studied the Israel Securities Authorities' response to a pre-ruling request on the early adoption of the Standard, and Accounting Staff Position 11-4 - Disclosure on the Effects of Applying IFRS 15.
    1. The Group has reviewed the necessary adjustments to the Group's information systems supporting the Standard's application.
    1. The Group has studied its internal controls and adaptations needed to achieve effective control over proper first-time application of the Standard, in particular concerning the plausibility of significant judgments and estimates made in such application.
  • 2.2 Due to legal actions brought against the Group, which cannot yet be assessed or for which the Group cannot yet estimate its exposure, the auditors drew attention to these actions in their opinion concerning the financial statements.

3. Details of debt certificate series

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.

4. Miscellaneous

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

Exhibit 99.3

May 17, 2017

"Bezeq" - The Israel Telecommunication Corp. Ltd.

Quarterly report for period ended March 31, 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

Update to Chapter A (Description of Company Operations) of the Periodic Report for 2016

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.

Update to Chapter A (Description of Company Operations) 1 to the Periodic Report for 2016 ("Periodic Report") of "Bezeq" - The Israel Telecommunication Corporation Ltd. ("the Company")

1. General development of the Group's business

Section 1.4 - Dividend distribution

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.

Section 1.5.4 - Main results and operational data2

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%
  • (1) EBITDA (Earnings before income taxes, depreciation and amortization) is a financial index that is not based on generally accepted accounting principles. The Company presents this index as an additional index for assessing its business results since this index is generally accepted in the Company's area of operations which counteracts aspects arising from the modified capital structure, various taxation aspects and methods, and the depreciation period for fixed and intangible assets. This index is not a substitute for indices which are based on GAAP and it is not used as a sole index for estimating the results of the Company's activities or cash flows. Additionally, the index presented in this report is unlikely to be calculated in the same way as corresponding indices in other companies.
  • (2) Free cash flow is a financial index which is not based on GAAP. Free cash flow is defined as cash from operating activities less cash for the purchase/sale of property, plant and equipment, and intangible assets, net. The Company presents free cash flow as an additional index for assessing its business results and cash flows because the Company believes that free cash flow is an important liquidity index that reflects cash resulting from ongoing operations after cash investments in infrastructure and other fixed and intangible assets.
  • (3) Inactive subscribers are subscribers whose Bezeq lines have been physically disconnected (except for a subscriber during (roughly) the first three months of the collection process).
  • (4) Excluding revenues from transmission services and data communication, internet services, services to communications operators and contractor and other works. Calculated according to average lines for the period.
  • (5) For bundles with a range of speeds, the maximum speed per bundle is taken into account.
  • (6) The number of telephony subscribers (gross) who left Bezeq Fixed Line during the period divided by the average number of registered telephony subscribers in the period.
  • (7) Number of active Internet lines including retail and wholesale lines. Retail Internet lines provided directly by the Company. Wholesale - Internet lines provided through a wholesale service to other communications providers.

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.

D. DBS

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.

2. Bezeq ("the Company") - Domestic Fixed-Line Communications

Section 2.9.5 - Officers and senior management in the Company

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.

Section 2.11 – Working capital

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).

Section 2.13 - Financing

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.

Section 2.13.6 - Credit rating

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.

Section 2.14 - Taxation

For information about taxation, see Note 5 to the Company's Financial Statements for the period ended March 31, 2017.

Section 2.18 – Legal proceedings

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.

Update to Chapter A (Description of Company Operations) of the Periodic Report for 2016

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.

3. Pelephone - Mobile radio-telephone (cellular telephony)

Section 3.1 - General information about the area of operations

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 - Services and Products

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 - Property, plant and equipment

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 - Intangible assets

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.

Section 3.9 – Human resources

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:

    1. The agreement applies retroactively from January 1, 2017 and up to December 31, 2019. After this date, the agreement will be extended automatically for 18-month periods, unless one of the parties gives notice that it wishes to change it.
    1. The inclusion of mechanisms which include the Committee in decisions concerning the termination of permanent employees, the implementation of disciplinary measures against them and restructuring of the organization, while allowing for administrative flexibility which would make it possible to operate in a competitive and dynamic market.
    1. The determination of quotas for streamlining-related dismissals and annual salary increments, various financial benefits and annual bonuses based on Pelephone's business results to be given to employees during the term of the Agreement. The ongoing costs of the agreement are not materially different from the previous collective agreement.
    1. The open labor dispute declarations are cancelled.

Update to Chapter A (Description of Company Operations) of the Periodic Report for 2016

Section 3.16 – Legal proceedings

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.

4. Bezeq International – international communications, Internet and NEP services

There are no updates to this chapter.

5. DBS - Multi-channel television Satellite Services (1998) Ltd. ("DBS")

Section 5.1 - General information about the area of operations

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.

Section 5.15.1 - S&P Maalot ratings for DBS and its debentures

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.

Section 5.16.1 - Space segment leasing agreement:

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

Condensed Separate Interim Financial Information

At March 31, 2017

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

To:

The Shareholders of "Bezeq"- The Israel Telecommunication Corporation Ltd.

Subject: Special auditors' report on separate interim financial Information according to Regulation 38D of the Securities Regulations (Periodic and Immediate Reports) – 1970

Introduction

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.

Scope of Review

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.

Conclusion

Based on our review and the review report of other auditors, nothing has come to our attention that causes us to believe that the accompanying separate interim financial information was not prepared, in all material respects, in accordance with Regulation 38D of the Securities Regulations (Periodic and Immediate Reports) – 1970.

Without qualifying our abovementioned conclusion, we draw attention to 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.

Condensed interim information of Financial Position

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

Condensed Separate Interim Information of Financial Position (cont'd)

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.

Condensed Separate Interim Information of Profit or Loss

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.

Condensed Separate Interim Information of Cash Flows

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.

Notes to the Condensed Separate Interim Financial Information

1. Manner of preparing financial information

1.1 Definitions

"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.

1.2 Principles used for preparing financial information

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.

1.3 First-time Application of Accounting Standards

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

Notes to the Condensed Separate Interim Financial Information as at March 31, 2017 (unaudited)

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)

2. Revenues

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

3. Operating and general expenses

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

4. Contingent liabilities

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. Dividends from investees

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.

6. Events during the reporting period and subsequent events

  • 6.1 On May 10, 2017, the Company provided Bezeq International with a loan in the amount of NIS 50 million, to be repaid in three equal annual installments from May 2018. The loan bears annual interest of 2.56%.
  • 6.2 With regard to the Company's review of the option of issuing a public issue of debentures by way of a series expansion, see Note 13.2 to the Consolidated Financial Statements.

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