Partner Communications Company Ltd. ("Partner" or the "Company") (Nasdaq:PTNR)(TASE:PTNR), a leading Israeli communications operator, announces today its results for the third quarter of 2010. Partner reported total revenues of NIS 1.650 billion (US$ 450 million) in Q3 2010, EBITDA of NIS 641 million (US$ 175 million) and net income of NIS 309 million (US$ 84 million).

Commenting on the results, Partner's CEO, Mr. Yacov Gelbard said:

"Partner continues to achieve excellent financial results. However, we are not taking our achievements for granted and that is why we took two significant steps this quarter to ensure that our profitability continues to grow in the coming years: first, by signing an agreement with Ericsson for the upgrade of our network, and second, by entering into an agreement for the purchase of 012 Smile, a leading Israeli operator of international telecommunication services, internet services and local fixed line telecommunication services.

Since Partner was founded, it has led the communications market in Israel in establishing the first GSM network in Israel as well as establishing the first third generation network that was launched in Israel. The network upgrade agreement signed with Ericsson will enable Partner to upgrade its technological abilities and to establish the first fourth generation network in Israel. The new network is intended to meet Partner's needs with respect to its cellular and fixed line networks and will bring a significant improvement and enhancement in the level of Partner's network performances and the services that Partner provides today and in the coming years.

The purchase of 012 Smile is yet another important step in Partner’s strategy to focus on its core cellular business while 012 Smile will continue to focus on its current core businesses. 012 Smile's operational and financial performances have demonstrated impressive improvements. We are convinced that this transaction will increase competition in the market for the benefit of the consumers. As a result of the purchase, Partner’s mid-term consolidated EBITDA is expected to increase annually by approximately NIS 350 million.

In our core cellular business, we are currently formulating a strategic plan to mitigate the impact of the reduction of interconnect tariffs. The measures Partner may take include, among others: cost cutting, operational efficiency improvements and repackaging of our product offerings."

Key Financial and Operational Parameters

            Q3 2010 Q3 2009

Q3'10

vs. Q3'09

Revenues (NIS millions) 1,650 1,575 +4.8% Operating Profit (NIS millions) 476 401 +18.7% Net Income (NIS millions) 309 263 +17.5%

Cash flow from operating activities net of investing

activities (NIS millions)

    487     301     +61.8% EBITDA (NIS millions) 641 570 +12.5% Subscribers (end of period, in thousands) 3,133 3,008 +4.2% Quarterly Churn Rate (%) 5.0 4.2 +0.8 Average Monthly Usage per Subscriber (minutes) 361 369 -2.2% Average Monthly Revenue per Subscriber (NIS)     151     153     -1.3%  

Financial Review

Net revenues totaled NIS 1,650 million (US$ 450 million) in Q3 2010, increasing by 4.8% compared with NIS 1,575 million in Q3 2009.

Service revenues in Q3 2010 reached NIS 1,447 million (US$ 395 million), compared with NIS 1,389 million in Q3 2009, an increase of 4.2%. The increase mainly reflected an approximate 4.2% growth in the cellular subscriber base and the growth in the use of data and content services, as well as an increase in roaming activity. The 80% increase in fixed line segment service revenues also contributed to the higher service revenues, from NIS 15 million in Q3 2009 to NIS 27 million (US$ 7 million) in Q3 2010, primarily attributable to the growth of the ISP and fixed line telephony services.

These increases occurred despite the impact of the ongoing tariff erosion due to the highly competitive cellular market and also despite the lower airtime usage resulting from the shifting of part of the Jewish holiday season from the fourth quarter in 2009 to the third quarter in 2010.

Revenues in Q3 2010 from data and content services excluding SMS totaled NIS 160 million (US$ 44 million) or 11.1% of service revenues, increasing by 25.0% compared with NIS 128 million or 9.2% of service revenues in Q3 2009. SMS service revenues reached NIS 130 million (US$ 35 million) in Q3 2010, an increase of 36.8% compared with Q3 2009, and the equivalent of 9.0% of service revenues, compared with 6.8% in Q3 2009. The growth in content and data services (including SMS) partially reflected the continued growth in sales of bundled voice, SMS and data packages whereby the revenues are allocated according to the quantities offered in the packages.

Gross profit from services in Q3 2010 reached NIS 589 million (US$ 161 million), increasing by 8.5% from NIS 543 million in Q3 2009. The increase resulted from the higher service revenues partially offset by an increase in the cost of service revenues. Cost of service revenues increased primarily due to higher interconnect and roaming costs, as well an increase in amortization expenses of capitalized handsets from NIS 27 million in Q3 2009 to NIS 35 million in Q3 2010.

Equipment revenues totaled NIS 203 million (US$ 55 million) in Q3 2010, increasing by 9.1% from NIS 186 million in Q3 2009. The increase resulted from an increase in the average revenue per device sold, in part attributable to an increase in the proportion of smartphones and 3G devices sold, and was despite the decrease in the total number of devices sold. As a result of the increase, there was a significant reduction in the number of devices capitalized which in turn led to a reduction in the level of equipment revenues that were capitalized from NIS 58 million in Q3 2009 to NIS 17 million in Q3 2010.

The gross profit from equipment sales that were not capitalized was NIS 66 million (US$ 18 million) in Q3 2010, increasing by 127.6% from NIS 29 million in Q3 2009. The increase was attributable to a reduction in average device subsidies, reflecting both the increase in the average revenue per device sold and a decrease in the average cost per device sold. NIS 11 million of equipment subsidies were capitalized in Q3 2010, a decrease from NIS 36 million in Q3 2009.

Gross profit reached NIS 655 million (US$ 178 million) in Q3 2010, a 14.5% increase compared with NIS 572 million in Q3 2009. Gross profit for the fixed line business segment increased significantly from a gross loss of NIS 22 million in Q3 2009 to a gross profit of NIS 2 million (US$ 0.5 million) in Q3 2010.

Selling, marketing, general and administration expenses for Q3 2010 increased marginally by 1.1% to NIS 189 million (US$ 51 million), compared to NIS 187 million in Q3 2009. The increase largely reflected increases in selling costs and salary expenses, partially offset by a reduction in bad debts and doubtful accounts expenses. The total amount of selling expenses capitalized in Q3 2010 was NIS 6 million, unchanged from Q3 2009.

Other income, net, totaled NIS 10 million (US$ 3 million) in Q3 2010, a 37.5% decrease from NIS 16 million in Q3 2009. The decrease reflected a one time provision in the amount of approximately NIS 6 million made with respect to a lawsuit and a motion for the recognition of this lawsuit as a class action, filed against the Company.

Operating profit for Q3 2010 reached NIS 476 million (US$ 130 million), compared with NIS 401 million in Q3 2009, an increase of 18.7%. The fixed line segment contributed an operating loss of NIS 3 million (US$ 0.8 million) in Q3 2010, decreasing by 92.3% from an operating loss of NIS 39 million in Q3 2009.

EBITDA for Q3 2010 increased by 12.5% to NIS 641 million (US$ 175 million) from NIS 570 million in Q3 2009. As a percent of total revenues, EBITDA in Q3 2010 totaled 38.8%, compared with 36.2% in Q3 2009.

The fixed line segment contributed positive EBITDA for the first time in Q3 2010, of NIS 5 million (US$ 1.4 million), compared with a LBITDA3 (Loss before financial interest, taxes, depreciation, amortization and exceptional items) of NIS 32 million in Q3 2009.

Financial expenses, net in Q3 2010 were NIS 62 million (US$ 17 million), a marginal increase of 1.6% from NIS 61 million in Q3 2009. This reflected an increase in interest expenses resulting from the higher debt level which was partially offset by the lower linkage expenses due to both the decrease in CPI to a level of 1.2% in Q3 2010 compared with 2.4% in Q3 2009, and the reduction in the remaining amount of CPI-linked notes.

Q3 2010 net profit totaled NIS 309 million (US$ 84 million), increasing by 17.5% from NIS 263 million in Q3 2009.

Based on the average number of shares outstanding during Q3 2010, basic earnings per share or ADS, was NIS 1.99 (54 US cents) in Q3 2010, an increase of 16.4% from NIS 1.71 in Q3 2009.

Funding and Investing Review

Cash flows generated from operating activities, net of cash flows used for investing activities ('"Free Cash Flow"') in Q3 2010 reached NIS 487 million (US$ 133 million), compared with NIS 301 million in Q3 2009, an increase of 61.8%. The increase reflected an increase in cash generated from operations as well as a decrease in cash flows used for investing activities.

Cash generated from operations increased by 23.1% or NIS 107 million compared with Q3 2009, largely as a result of the higher net profit.

The decrease in cash flows used for investing activities mainly reflected a reduction in investment in fixed assets which decreased by 45.5% from NIS 112 million in Q3 2009 to NIS 61 million in Q3 2010. The reduction in investment in fixed assets was principally due to the impending upgrade of the company's networks. In addition, the decrease reflected the reduction in the amount of equipment expenses, net, that were capitalized, from NIS 42 million in Q3 2009 to NIS 17 million (US$ 4.6 million) in Q3 2010.

Dividend

The Board of Directors has approved the distribution of a cash dividend (paid in NIS) for Q3 2010 in the amount of NIS 1.93 (US 53 cents) per share or ADS (a total of approximately NIS 300 million or US$ 82 million) to shareholders and ADS holders of record on December 8, 2010. The dividend is expected to be paid on December 22, 2010.

Operational Review

During Q3 2010, approximately 37,000 net new cellular subscribers joined the orange network. At quarter-end, the cellular subscriber base was approximately 3,133,000. This included approximately 2,278,000 postpaid subscribers (72.7% of the base) and 855,000 prepaid subscribers. The quarterly churn rate for Q3 2010 was 5.0% compared with 4.2% in Q3 2009, with the vast majority of the increase attributable to the higher churn of pre-paid subscribers and private post-paid subscribers with collection problems.

At quarter-end, there were approximately 1,491,000 3G subscribers. Total market share at the end of the quarter is estimated to be approximately 32%, no change from the previous quarter.

The average Minutes Of Use per subscriber ("MOU") was 361 minutes in Q3 2010, a decrease of 2.2% from 369 minutes in Q3 2009. This decrease reflects the shifting of part of the Jewish holiday season from the fourth quarter in 2009 to the third quarter in 2010, which had the effect of reducing the number of usage days by approximately 3% in Q3 2010 compared with Q3 2009. In addition, the continued growth in mobile data subscribers (data modem users) as a proportion of the subscriber base continues to reduce MOU since these subscribers do not use the voice services.

The Average Revenue Per User ("ARPU") was NIS 151 (US$ 41) in Q3 2010, compared with NIS 153 in Q3 2009, a decrease of 1.3%4. The decrease mainly reflected the ongoing airtime tariff erosion resulting from the competitive market conditions, as well as the lower usage as explained above.

Other

AGREEMENT FOR THE ACQUISITION OF 012 SMILE

On October 13, 2010, the Company entered into a share purchase agreement with Merhav-Ampal Energy Ltd. (the "Seller") and 012 Smile Telecom Ltd., an Israeli private company, wholly-owned by the Seller ("012 Smile"), according to which the Company shall acquire all of the outstanding shares of 012 Smile and shall assume certain loans from the Seller to 012 Smile for a purchase price of NIS 650 million (approximately $177 million) (the "012 Agreement"). As part of the 012 Agreement, Partner also agreed to guarantee long term bank loans of 012 Smile of approximately NIS 800 million (approximately $218 million).

The 012 Agreement includes an assignment by 012 Smile to the Seller of the right to receive payments due from a third party in the amount of NIS 42 million (approximately $11.5 million).

012 Smile is an Israeli operator of international telecommunication services and local telecommunication fixed services (including telephony services using VoB access) and is a provider of internet services.

The transaction is expected to be completed (closing date) within two to three months and is subject to customary closing conditions, including the regulatory approvals of the Israeli Ministry of Communications and the Israeli Antitrust Commissioner.

AGREEMENT FOR THE UPGRADE OF PARTNER'S EXISTING NETWORKS AND THE DEPLOYMENT OF FOURTH GENERATION NETWORK IN ISRAEL

On October 25, 2010, the Company entered into an agreement with LM Ericsson Israel Ltd. ("Ericsson") for the upgrade of its existing networks and the deployment of fourth generation network in Israel (the "Network Upgrade Agreement"). The Network Upgrade Agreement includes the upgrade, replacement and the expansion of certain parts of the Company's existing cellular and fixed line networks and the maintenance of the networks, including enhancement of Partner's abilities with respect to the cellular and fixed line ISP services it provides. The commercial operation of the fourth generation network by Partner is subject to the allocation of the relevant frequencies by the Ministry of Communications.

The term of the Network Upgrade Agreement will be effective from the date of signature and until December 31, 2014, whereas the replacement of the Company's switches and radio equipment is scheduled to be carried out by the end of the year 2012.

The transaction will result in accelerated depreciation of the replaced equipment, throughout the replacement period, whereas the main impact of the accelerated depreciation will occur during the years 2011 and 2012. As of September 30, 2010, the fixed assets, which the Company intends to replace, minus the accumulated depreciation, are approximately US$ 40 million. The transaction will facilitate in the preplanning of the multi year budget.

The total net amount, following all discounts and settlements, some of which are conditioned, that Partner will be required to pay, in quarterly installments throughout the term of the Network Upgrade Agreement, for the capital expenditure and maintenance services is approximately US$ 100 million.

Outlook and Guidance

Commenting on the Company's results, Mr. Emanuel Avner, Partner's Chief Financial Officer said: "We are very pleased with the results of the third quarter of 2010, and in particular with the growth in service revenues including content services, despite the competitive market. The fixed line segment continues to make good progress, achieving positive EBITDA for the first time this quarter in line with our plans. Looking ahead, we reiterate our annual guidance for 2010.”

Conference Call Details

Partner will hold a conference call to discuss the Company’s third quarter results on Tuesday, November 9, 2010, at 17:00 Israel time (10AM EST). Please call the following numbers (at least 10 minutes prior to the scheduled time) in order to participate:

North America toll-free: +1.888.407.2553, International: +972.3.918.0609

This conference call will also be broadcasted live over the Internet and can be accessed by all interested parties through our investor relations web site at: http://www.orange.co.il/investor_site/.

To listen to the broadcast, please go to the web site at least 15 minutes prior to the scheduled time to register, download and install any necessary audio software.

If you are unavailable to join live, the replay numbers are:International: +972.3.925.5928North America: +1.888.295.2634

Both the replay of the call and the webcast will be available from November 09, 2010 until November 16, 2010.

Forward-Looking Statements

This press release includes forward-looking statements within the meaning of Section 27A of the US Securities Act of 1933, as amended, Section 21E of the US Securities Exchange Act of 1934, as amended, and the safe harbor provisions of the US Private Securities Litigation Reform Act of 1995. Words such as "believe", "anticipate", "expect", "intend", "seek", "will", "plan", "could", "may", "project", "goal", "target" and similar expressions often identify forward-looking statements but are not the only way we identify these statements. All statements other than statements of historical fact included in this press release regarding our future performance, plans to increase revenues or margins or preserve or expand market share in existing or new markets, reduce expenses and any statements regarding other future events or our future prospects, are forward-looking statements.

We have based these forward-looking statements on our current knowledge and our present beliefs and expectations regarding possible future events. These forward-looking statements are subject to risks, uncertainties and assumptions about Partner, consumer habits and preferences in cellular telephone usage, trends in the Israeli telecommunications industry in general, the impact of current global economic conditions and possible regulatory and legal developments. For a description of some of the risks we face, see "Item 3D. Key Information - Risk Factors", "Item 4. - Information on the Company", "Item 5. - Operating and Financial Review and Prospects", "Item 8A. - Consolidated Financial Statements and Other Financial Information - Legal and Administrative Proceedings" and "Item 11. - Quantitative and Qualitative Disclosures about Market Risk" in the Company's 2009 Annual Report (20-F) filed with the SEC. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this press release might not occur, and actual results may differ materially from the results anticipated. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

The financial results presented in this press release are preliminary un-audited financial results.

The results were prepared in accordance with IFRS, other than EBITDA which is a non-GAAP financial measure.

The financial information is presented in NIS millions and the figures presented are rounded accordingly.

The convenience translations of the Nominal New Israeli Shekel (NIS) figures into US Dollars were made at the rate of exchange prevailing at September 30, 2010: US $1.00 equals NIS 3.665. The translations were made purely for the convenience of the reader.

Use of Non-GAAP Financial Measures:

Earnings before financial interest, taxes, depreciation, amortization and exceptional items ('EBITDA') and Loss before financial interest, taxes, depreciation, amortization and exceptional items ('LBITDA') are presented because they are measures commonly used in the telecommunications industry and are presented solely to enhance the understanding of our operating results. These measures, however, should not be considered as an alternative to operating income or income for the year as indicators of our operating performance. Similarly, these measures should not be considered as alternatives to cash flow from operating activities as a measure of liquidity. EBITDA and LBITDA are not measures of financial performance under generally accepted accounting principles and may not be comparable to other similarly titled measures for other companies. EBITDA and LBITDA may not be indicative of our historic operating results nor are they meant to be predictive of potential future results.

Reconciliation between our net cash flow from operating activities and EBITDA on a consolidated basis is presented in the attached summary financial results.

About Partner Communications

Partner Communications Company Ltd. ("Partner") is a leading Israeli provider of telecommunications services (cellular, fixed-line telephony and internet services) under the orange™ brand. The Company provides mobile communications services to over 3 million subscribers in Israel. Partner’s ADSs are quoted on the NASDAQ Global Select Market™ and its shares are traded on the Tel Aviv Stock Exchange (NASDAQ and TASE: PTNR).

Partner is an approximately 45%-owned subsidiary of Scailex Corporation Ltd. ("Scailex"). Scailex's shares are traded on the Tel Aviv Stock Exchange under the symbol SCIX and are quoted on "Pink Quote" under the symbol SCIXF.PK. Scailex currently operates in two major domains of activity in addition to its holding in Partner: (1) the sole import, distribution and maintenance of Samsung mobile handset and accessories products primarily to the major cellular operators in Israel (2) management of its financial assets.

For more information about Scailex, see http://www.scailex.com.

For more information about Partner, see http://www.orange.co.il/investor_site.

1 For definition of EBITDA measure, see “Use of Non-GAAP Financial Measures” below

2 Cash flows generated from operating activities, net of cash flows used for investing activities

3 For definition of LBITDA measure, see “Use of Non-GAAP Financial Measures” below

4 The calculation of ARPU was modified in Q4 2009 to include revenues from sales of extended handset warranties, in line with the industry standard. This had the effect of increasing ARPU for Q3 2009 by approximately NIS 2.

PARTNER COMMUNICATIONS COMPANY LTD.(An Israeli Corporation)INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

     

New Israeli shekels

 

Conveniencetranslation intoU.S. dollars

September 30,2010   December 31,2009 September 30,2010 (Unaudited) (Unaudited) (Unaudited) In millions CURRENT ASSETS Cash and cash equivalents 483 329 132 Trade receivables 1,303 1,275 355 Other receivables 34 31 9 Inventories 115 158 31 Derivative financial instruments 10 14 3 1,945 1,807 530   NON CURRENT ASSETS Trade Receivables 568 474 155 Property and equipment, net 1,969 2,064 537 Licenses and other intangible assets, net 1,117 1,260 305 Deferred income taxes * 14 * Derivative financial instruments - 4 - 3,654 3,816 997   TOTAL ASSETS 5,599 5,623 1,527

* Representing an amount less than 1 million.

   

New Israeli shekels

Conveniencetranslation intoU.S. dollars

September 30,2010   December 31,2009 September 30,2010 (Unaudited) (Audited) (Unaudited) In millions CURRENT LIABILITIES Current maturities of notes payable, other liabilities and bank borrowings 1,005 752 274 Trade payables 665 777 181 Parent group - trade 35 34 10 Other payables 246 238 67 Deferred revenue 50 56 14 Dividend payable 290 - 79 Provisions 13 34 4 Derivative financial instruments - 4 - Income tax liability 23 20 6 2,327 1,915 635   NON CURRENT LIABILITIES Notes payable 1,829 1,379 499 Bank borrowings 750 300 205 Liability for employee rights upon retirement, net 47 38 13 Dismantling and restoring sites obligation 23 23 6 Other liabilities 9 6 2 2,658 1,746 725 TOTAL LIABILITIES 4,985 3,661 1,360   EQUITY

Share capital - ordinary shares of NIS 0.01 par value: authorized - December 31,2009, and September 30, 2010 – 235,000,000 shares; issued and outstanding -

December 31, 2009 – 154,440,136 shares September 30, 2010 – 154,942,745 shares 2 2 1 Capital surplus 1,091 2,483 297 Accumulated deficit (128) (172) (35) Treasury shares, at cost - December 31, 2009 and September 30, 2010 4,467,990 shares (351) (351) (96) Total Equity 614 1,962 167   TOTAL LIABILITIES AND EQUITY 5,599 5,623 1,527

* Representing an amount less than 1 million.

   

PARTNER COMMUNICATIONS COMPANY LTD.(An Israeli Corporation)INTERIM CONDENSED CONSOLIDATED STATEMENTS OF INCOME

    New Israeli shekels   Convenience translation into U.S. dollars

9 monthperiod ended September 30

 

3 monthperiod ended September 30

9 month period ended September 30,

  3 month period ended September 30, 2010   2009 2010   2009 2010 2010 (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) In millions (except per share data) Revenues 4,913 4,501 1,650 1,575 1,341 450 Cost of revenues 2,973 2,773 995 1,003 812 272 Gross profit 1,940 1,728 655 572 529 178   Selling and marketing expenses 347 292 112 107 95 30 General and administrative expenses 232 222 77 80 63 21 Other income 40 55 10 16 11 3 Operating profit 1,401 1,269 476 401 382 130 Finance income 11 22 11 7 3 3 Finance expenses 147 157 73 68 40 20 Finance costs, net 136 135 62 61 37 17 Profit before income tax 1,265 1,134 414 340 345 113 Income tax expenses 326 287 105 77 89 29 Profit for the period 939 847 309 263 256 84   Earnings per share Basic 6.07 5.51 1.99 1.71 1.65 0.54 Diluted 6.01 5.48 1.98 1.70 1.64 0.54 Weighted average number of shares outstanding (in thousands) Basic 154,802 153,671 154,902 153,902 154,802 154,902 Diluted 156,170 154,525 155,738 154,827 156,170 155,738    

PARTNER COMMUNICATIONS COMPANY LTD.(An Israeli Corporation)INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

    New Israeli shekels  

Convenience translationinto U.S. dollars

9 monthperiod endedSeptember 30

  3 monthperiod ended September 30 9 month period ended September 30,   3 month period ended September 30, 2010   2009 2010   2009 2010 2010 (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) In millions

Profit for the period

939 847 309 263 256 84 Other comprehensive income (losses) Actuarial gains (losses) on defined benefit plan - 8 - (1) - - Income taxes relating to actuarial gains (losses) on defined benefit plan - (2) - - - -   Other comprehensive income (losses) for the period, net of income tax - 6 - (1) - -   TOTAL COMPREHENSIVE INCOME FOR THE PERIOD 939 853 309 262 256 84  

PARTNER COMMUNICATIONS COMPANY LTD.(An Israeli Corporation)INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

    New Israeli shekels  

Convenience translation into U.S.dollars

9 monthperiod ended September 30   3 monthperiod ended September 30 9 month period ended September 30,   3 month period ended September 30, 2010   2009 2010   2009 2010 2010 (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) In millions (except per share data) CASH FLOWS FROM OPERATING ACTIVITIES: Cash generated from operations (Appendix) 1,715 1,615 682 547 468 186 Income tax paid (308) (290) (111) (83) (84) (30) Net cash provided by operating activities 1,407 1,325 571 464 384 156 CASH FLOWS FROM INVESTING ACTIVITIES: Acquisition of property and equipment (209) (429) (61) (112) (57) (17) Acquisition of intangible assets (78) (167) (23) (46) (21) (6) Interest received 3 - 1 * 1 * Proceeds from derivative financial instruments, net 6 31 (1) (5) 2 * Net cash used in investing activities (278) (565) (84) (163) (75) (23)

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from exercise of stock options granted to employees 8 24 1 12 2 * Dividend paid (637) (471) (19) (237) (174) (5) Capital reduction (1,400) - (382) Repayment of capital lease (2) (6) (1) (1) (1) * Interest paid (60) (68) (3) (22) (16) (1) Current borrowing received 988 - 270 Current borrowing repaid (988) (20) (270) Proceeds from non-current bank borrowing 500 - 136 Proceeds from issuance of notes payable, net of issuance costs 990 - 270 Repayment of notes payable (374) (370)   (187) (102)   Net cash used in financing activities (975) (911) (22) (435) (267) (6)

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

154 (151) 465 (134) 42 127 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 329 184 18 167 90 5 CASH AND CASH EQUIVALENTS AT END OF PERIOD 483 33 483 33 132 132

* Representing an amount less than 1 million

     

PARTNER COMMUNICATIONS COMPANY LTD.(An Israeli Corporation)INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

 

Appendix - Cash generated from operations and supplemental information

  New Israeli shekels

Convenience translation into U.S.dollars

9 monthperiod ended September 30   3 monthperiod ended September 30 9 month period ended September 30,   3 month period ended September 30, 2010   2009 2010   2009 2010 2010 (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) In millions (except per share data) Cash generated from operations:   Profit for the period 939 847 309 263 256 84 Adjustments for net income for the period: Depreciation and amortization 489 414 161 163 133 44 Amortization of deferred compensation related to employee stock option grants, net 17 15 5 5 5 1 Liability for employee rights upon retirement, net 9 1 6 1 3 2 Finance costs, net 39 74 27 49 11 7 Gain from change in fair value of derivative financial instruments (2) (22) (9) (7) (1) (2) Interest paid 60 68 3 22 16 1 Interest received (3) (1) * (1) * Deferred income taxes 14 42 6 2 5 2 Income tax paid 308 290 111 83 84 30 Capital loss on sale of property and equipment - 2 2 - Changes in operating assets and liabilities: Decrease (increase) in accounts receivable:

Trade

(122) (166) 29 (100) (33) 8 Other (3) (11) (2) (12) (1) (1) Increase (decrease) in accounts payable and accruals: Parent group- trade 1 (1) 13 (1) * 4 Trade (77) 104 (40) 82 (21) (11) Other 27 - 56 37 7 15 Provisions (21) 28 7 - (6) 2 Deferred revenue (6) 3 1 1 (2) * Income tax payable 3 (51) (12) (16) 1 (3) Increase in inventories 43 (22) 12 (27) 12 3 Cash generated from operations: 1,715 1,615 682 547 468 186

* Representing an amount less than 1 million

At September 30, 2010 and 2009, trade payables include NIS 144 million ($39 million) (unaudited) and NIS 165 million (unaudited) in respect of acquisition of fixed assets, respectively. These balances will be given recognition in these statements upon payment.

   

PARTNER COMMUNICATIONS COMPANY LTD.(An Israeli Corporation)RECONCILIATION BETWEEN OPERATING CASH FLOWS AND EBITDA

    New Israeli shekels  

Convenience translation intoU.S. dollars

9 monthperiod ended September 30   3 monthperiod ended September 30 9 month period ended September 30,   3 month period ended September 30, 2010   2009 2010   2009 2010 2010 (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) In millions   Net cash provided by operating activities 1,407 1,325 571 464 384 156   Liability for employee rights upon retirement (9) (1) (6) (1) (2) (2) Accrued interest and exchange and linkage differences on long-term liabilities (92) (141) (28) (70) (25) (7) Increase (decrease) in accounts receivable: Trade 122 166 (29) 100 33 (8) Other, including derivative financial instruments 5 33 11 19 1 3 Decrease (increase) in accounts payable and accruals: Trade 77 (104) 40 (82) 21 11 Shareholder – current account (1) 1 (13) 1 (4) Other (26) (65) (32) (18) Income tax paid 308 290 111 83 84 30 Increase (decrease) in inventories (43) 22 (12) 27 (12) (3) Increase in Assets Retirement Obligation (1) 1 Financial Expenses 133 130 61 61 36 17 EBITDA 1,906 1,696 641 570 520 175

* The convenience translation of the New Israeli Shekel (NIS) figures into US dollars was made at the exchange prevailing at September 30, 2010 : US $1.00 equals 3.665 NIS.

** Financial expenses excluding any charge for the amortization of pre-launch financial costs.

 

PARTNER COMMUNICATIONS COMPANY LTD.(An Israeli Corporation)SEGMENT INFORMATION

    New Israeli Shekels   New Israeli Shekels Nine months ended September 30, 2010 (unaudited) Nine months ended September 30, 2009 (unaudited) In millions In millions Cellular segment   Fixed line segment   Reconciliation

for

consolidation

  Consolidated Cellular segment   Fixed line segment   Reconciliation

for

consolidation

  Consolidated Segment revenue - Services 4,130 76 - 4,206 4,011 36 - 4,047 Inter-segment revenue - Services 14 41 (55) - 6 22 (28) - Segment revenue - Equipment 688 19 - 707 442 12 - 454 Total revenues 4,832 136 (55) 4,913 4,459 70 (28) 4,501 Segment cost of revenues - Services 2,376 98 - 2,474 2,292 81 - 2,373 Inter-segment cost of revenues- Services 41 14 (55) - 22 6 (28) - Segment cost of revenues - Equipment 471 28 - 499 372 28 - 400 Cost of revenues 2,888 140 (55) 2,973 2,686 115 (28) 2,773 Gross profit (loss) 1,944 (4) 1,940 1,773 (45) 1,728 Operating expenses 557 22 579 477 37 514 Other income 40 - 40 55 - 55 Operating profit (loss) 1,427 (26) 1,401 1,351 (82) 1,269 Adjustments to presentation of EBITDA –depreciation and amortization 464 25 489 395 19 414 –other 16 - 16 13 - 13 EBITDA 1,907 (1) 1,906 1,759 (63) 1,696 Reconciliation of EBITDA to profit before tax - Depreciation and amortization 489 414 - Finance costs, net 136 135 - Other 16 13 Profit before income tax 1,265 1,134  

PARTNER COMMUNICATIONS COMPANY LTD.(An Israeli Corporation)SEGMENT INFORMATION

    New Israeli Shekels New Israeli Shekels Three months ended September 30, 2010 (unaudited)

Three months ended September 30, 2009 (unaudited)

In millions In millions Cellular segment   Fixed line segment   Reconciliation

for

consolidation

  Consolidated Cellular segment   Fixed line segment   Reconciliation

for

consolidation

  Consolidated Segment revenue - Services 1,420 27 - 1,447 1,374 15 - 1,389 Inter-segment revenue - Services 5 16 (21) - 3 9 (12) - Segment revenue - Equipment 198 5 - 203 178 8 - 186 Total revenues 1,623 48 (21) 1,650 1,555 32 (12) 1,575 Segment cost of revenues – Services 825 33 - 858 812 34 - 846 Inter-segment cost of revenues- Services 16 5 (21) - 9 3 (12) - Segment cost of revenues - Equipment 129 8 - 137 140 17 - 157 Cost of revenues 970 46 (21) 995 961 54 (12) 1,003 Gross profit (loss) 653 2 655 594 (22) 572 Operating expenses 184 5 189 170 17 187 Other income 10 - 10 16 - 16 Operating profit (loss) 479 (3) 476 440 (39) 401 Adjustments to presentation of EBITDA –depreciation and amortization 153 8 161 156 7 163 –other 4 - 4 6 - 6 EBITDA 636 5 641 602 (32) 570 Reconciliation of EBITDA to profit before tax - Depreciation and amortization 161 163 - Finance costs, net 62 61 - Other 4 6 Profit before income tax 414 340
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