B Communication

Foreign Filer Report • Nov 18, 2019

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 November 2019

B COMMUNICATIONS LTD.

(Name of Registrant)

2 Dov Friedman Street, Ramat Gan 5250301, Israel (Address of Principal Executive Office)

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

Form 20-F ☒ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes ☐ No ☒

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

EXHIBIT INDEX

The following exhibit is attached:

EXHIBIT NO. DESCRIPTION

99.1 A Release of Bezeq - Investors Presentation.

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.

B COMMUNICATIONS LTD. (Registrant)

By /s/ Ami Barlev

Ami Barlev Chief Executive Officer

Date: November 18, 2019

EXHIBIT INDEX

The following exhibit is attached:

EXHIBIT NO. DESCRIPTION

99.1 A Release of Bezeq - Investors Presentation.

Exhibit 99.1

BEZEQ Q 3 2019 INVESTOR PRESENTATION November 18 , 2019

Forward-Looking Information and Statement

This presentation contains general data and information as well as forward looking statements about Bezeq The Israel Telecommunications Corp., Ltd ("Bezeq"). Such statements, along with explanations and clarifications presented by Bezeds representatives, include expressions of management's expectations about new and existing programs, opportunities, technology and market conditions. Although Bezeq believes its expectations are based on reasonable assumptions, these statements are subject to numerous risks and uncertainties. These statements should not be regarded as a representation that anticipated events will occur or that expected objectives will be achieved. In addition, the realization and/or otherwise of the forward looking information will be affected by factors that cannot be assessed in advance, and which are not within the control of Bezeg, including the risk factors that are characteristic of its operations, developments in the general environment, external factors, and the regulation that affects Bezeq's operations.

This presentation includes revenue and other figures that are based on external sources and various surveys and studies. Bezeq is not responsible for the content thereof. The information included in this presentation is based on information included in Bezeq's public filings. However, some of the information may be presented in a different manner and/or breakdown and/or is differently edited. In any event of inconsistency between Bezec's public filings and the information contained in this presentation - the information included in the public filings shall prevail.

The information contained in this presentation or which will be provided orally during the presentation thereof, does not constitute or form part of any invitation or offer to sell, or any invitation or offer to purchase or subscribe for, any securities of Bezeq or any other entity, nor shall the information or any part of its distribution form the basis of, or be relied on in connection with or relating to any action, contract, commitment or to the securities of Bezeq. The presentation does not constitute a recommendation or opinion or substitute for the discretion of any investor.

Bezeq Group Vision and Strategy

Group Vision

To lead the telecommunications market in Israel, providing a full range of telecommunications products and services for the private and business markets and striving for continuous improvement in its operating results

Group Strategy

Lead the telecommunications market through the ownership and advanced infrastructures

and provide the best service while fully complying with regulatory restrictions

• To meet the technology, business and service-oriented needs for all telecommunications requirements of the Company's customers

• To focus exclusively on Israel's domestic market

• Emphasis on the Group's profitability in the medium term, rather than market share, as a strategic goal

Strive for financial stability and improvement in aggregate results with ongoing efficiency and controlled risk taking

Until the removal of structural separation is complete, the Group will operate in two business units

Bezeq Fixed-Line - Focus on Customer Premises

Bezeq Fixed-Line is putting the customer's premises at the center and is working to deepen the customer experience through a variety of services

Strengthening the wireless network at the customer's premises

► Enhanced home broadband experience with the BE router and Bspot service, leading to a decrease in customer churn

Since its launch in April 2018, more than 272 thousand customers have upgraded to the BE router (~ 27.5% of total Bezeq broadband retail lines)

Bezeq will continue to support a secure home broadband experience through the launch of products such as MESH, antivirus, network support and smart homes

Bezeq Fixed-Line - Reduction in operational real estate sites and sales of redundant assets

Actions Taken

• The sale of the "Sakia" complex resulted in capital gains of NIS 403 million and net cash flow of NIS 259 million in the first nine months of 2019

• The Company signed an agreement to transfer Bezeq's headquarters from Tel Aviv to Holon in 2021. The move is expected to result in savings of tens of millions of shekels in operating expenses.
• Bezeq has begun to convert some of its properties to Data Centers utilizing the Company's physical layout, communication connections and energy durability in currently owned buildings

Plan

Real estate sites have been reviewed and the Company is examining the sale of additional properties in the coming years

Proceeds from the sale of real estate in 2020 are expected to be ~NIS 240 million*

* Pursuant to cash flow forecast in Q3 2019 Directors' Report

The Company intends to take advantage of the total potential of the retirement plan for hundreds of additional employees under the terms of the current collective agreement (until 2021 ) Retirement expenses are expected to be lower in the future as a result of the accounting provision recorded in 2018 for all of the Government transferred employees ϭϭ Bezeq Fixed - Line - Employee Streamlining In 2019 , 261 employees left the Company as part of the employee streamlining plan 224 231 233 219 233 Q3 2019 Q2 2019 Q1 2019 Q4 2018 Q3 2018 Salary Expenses (NIS millions) ϯ͘ϵй y - o - y decrease In Nov 2019 , The Board of Directors approved the retirement of 140 permanent employees and 60 employees with flexible status. A provision of NIS 137 million is expected to be recorded in Q 4 - 19

*According to the Globes index of 2018 yes - Israel ' s Favorite Content Brand* In March 2019 yes won 21 awards at the Israeli Academy Awards Subscribers (in thousands) ϭϰ Advanced and widest streaming service in Israel; Quality viewing experience Leading Content: Original , diverse and high quality; Top class international content Brand with the highest customer satisfaction 608 603 597 587 580 582 584 574 568 565 558 Q1-2017 Q2-2017 Q3-2017 Q4-2017 Q1-2018 Q2-2018 Q3-2018 Q4 2018 Q1-2019 Q2-2019 Q3-2019

yes | Transition to IP Broadcasting to Enhance Viewing Experience

yes - and Reduce Costs

yes is gradually migrating from satellite to IP broadcasting in order to significantly upgrade the viewing experience as well as allow for the transfer of operations over the Group's infrastructure

• Over the next few years, yes will gradually replace set top boxes until full transition to IP service

• The fixed cost for satellite infrastructure will be replaced by the use of the Group's infrastructures

• Logistical flexibility and decrease in expenses such as: acquisition of set top boxes, installation and service costs

• Shelf STBs to replace tailor made provides flexibility

yes offers diversified and customized plans in IP: yes+ for premium and StingTV for low cost

In Q4 2019 yes began migrating customers through the launch of the yes+ service

• Adapting the offering to customer needs including Internet services, TV and home phone of Bezeq International and yes
• The triple play, which combines the company's services, will result in operating efficiencies in sales and services

B | Bezeq International - Wide Range of Services

• V Leading ISP in Israel
• ✔ Advanced value-added services for Internet customers
• ✔ Operates high quality infrastructure including ownership of submarine cable

Wide Range of Business Solutions

• VICT solutions for business sector
• V Growth engines and diversified solutions: cyber; cloud for businesses; DR, storage and backup
• V Wide distribution of data centers
• √ Professional services in the areas of installation; service and project management in cyber security networking and systems

Bezeq International is a significant player in a growing market

C Pelephone - Growth alongside Innovation

Subscriber Growth

• Subscriber growth for over 3 consecutive years Wide retail distribution
• Advanced cellular network in Israel
• Leading operator in business sector and cellular provider for Government offices

Innovation Connected cars, PTT, IOT, Big Data, Cyber, Cloud, ESIM

Frequency Tender

Pelephone is preparing for the frequency tender published by the MOC. The frequencies will also be used for 5G

Bezeq

Maximizing Synergies in Subsidiaries – Employees and Labor Relations

√ In 2019, agreements were signed in the three subsidiaries that allow the companies to realize synergies and streamline, thus reducing our workforce by a total of over 1,000 employees in the next two years in addition to the non-recruitment of additional employees

International

• ✓ Regulating labor relations and reaching agreements that allow for synergies and streamlining are a key element in the implementation of the subsidiaries' business plans
• √ The subsidiaries have begun to implement the efficiency plans in accordance with the agreements
• ✓ The agreements include the renewal of collective labor agreements until the end of 2021

Subsidiary Companies – Decrease in Total Expenses (excluding Salaries) * (NIS m) Ϯϱ 5 % y - o - y decrease in total expenses in Q 3 2019 Ϯϱ 4 % *Bezeq International and yes – excluding Other Expenses The image part with relationship ID rId6 was not found in the file. The image part with relationship ID rId9 was not found in the file. Bezeq International 1 , 212 1 , 251 1 , 240 1 , 351 1 , 266 Q3-19 Q2-19 Q1-19 Q4-18 Q3-18

Maximizing Synergies and Streamlining - Additional Byes. Processes Implemented

• Transition to integrated management team while lowering number of senior managers by 50%; streamlining decision-making processes while saving millions of shekels per year
• Financial savings due to joint purchasing which will deepen over time
• √ RFP published for unified CRM system for subsidiary companies
• ✓ Pelephone Savings expected due to transfer of corporate headquarters to Petach Tikvah in 2020

Bezeq Group - Gross CAPEX | (Nis millions)

Financial Debt

Bezeq's responsible and prudent management of all financial aspects of the Company will provide financial flexibility and ensure its long-term financial strength

Principles of financial debt management:

• I. Continue to adapt the Company's debt structure to its needs
• II. Seek to maintain prudent debt coverage ratios and AA credit rating range
• III. Operate with high cash balances

Actions taken in 2019:

• l. The Company raised NIS 1.69 billion and made early repayments of debt of NIS 1.97 billion
• l. The average duration of debt increased from 3.5 to 4.0 with the raising of long-term debt and repayment of short-term debt

Bezeq Group - 2019 Outlook

Due to extraordinary items in the second quarter of 2019 (write-off of the tax asset, impairment loss in Pelephone assets and the recording of capital gains from the sale of the "Sakia" complex) as well as the inclusion of estimated in the Outlook, on August 29, 2019 the Bezeq Group updated its Outlook for 2019, as originally published in the Company's periodic report as of December 31, 2018 ("Original Outlook").

There is no change to the Outlook since the Q2 2019 update. We continue to expect:

• Net loss : Approximately NIS 1.1 billion (compared to net profit of NIS 900 million NIS 1.0 billion in the Original Outlook)
• EBITDA: Approximately NIS 2.9 billion (compared to NIS 3.9 in the Original Outlook)
• CAPEX *: Approximately NIS 1.7 billion (unchanged)

The Company shall report, as required, deviations of more/less than 10% of the amounts stated in the Outlook.

*CAPEX - payments (gross) for investments in fixed and intongible assets

Bezeq Group - 2019 Guidance (cont'd)

The Group's updated Outlook includes the write-off of the balance of the tax asset in respect of losses from yes of NIS 1.166 billion, an impairment loss in Pelephone assets of NIS 951 million, capital gains of NIS 403 million from the sale of the "Sakia" complex and provisions for the early retirement of employees in Bezeq Fixed-Line, Pelephone, Bezeq International and yes. It is noted that NIS 213 million of the total forecasted provisions for early retirement have not yet been recorded as actual provisions in the financial statements and represents an estimate that may not be realized.

The Company's forecasts in this section are forward-looking information, as defined in the Securities Law. The forecasts are based on the Company's estimates, assumptions and expectations and do not include the effects, if any, of the cancellation of the Group's structural separation and the merger with the subsidiary companies and everything involved therein in 2019. The Group's forecasts are based, inter alia, on its estimates regarding the structure of competition in the telecommunications market and regulation in this sector, the economic situation and accordingly, the Group's ability to implement its plans in 2019. Actual results may differ from these estimates taking note of changes which may occur in the foregoing, in business conditions, and the effects of regulatory decisions, technology changes and developments in the structure of the telecommunications market, and so forth, or the realization of one or more of the risk factors listed in sections 2.20, 3.19, 4.14 and 5.19 of the Periodic Report of 2018, and specifically the risk factor detailed in section 2.20.12 of the Periodic Report of Q3 2019 regarding th impairment of assets in the subsidiary companies.

ϰϮ Thank You For more information please visit ir.bezeq.co.il