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Datum nieuwsfeit: 05-11-2008



( BW)(PARTNER-COMMUNICATIONS)(PTNR)(PTNR.TA) Partner Communications
Reports Third Quarter 2008 Results

    Telecommunications Writers/Financial Editors

    ROSH HA'AYIN, Israel--(BUSINESS WIRE)--Nov. 5, 2008--

                      PARTNER COMMUNICATIONS REPORTS

                      THIRD QUARTER 2008 RESULTS

                      DOUBLE-DIGIT GROWTH IN ALL

                      KEY PROFITABILITY MEASURES

          RECORD EBITDA of NIS 624M, 38.2% of TOTAL REVENUE,

                     or 42.8% of SERVICE REVENUES

    Q3 2008 Highlights (compared with Q3 2007)

    --  Total Revenues: NIS 1,636 million (US$ 478 million), an
        increase of 2.2%

    --  Service Revenues: NIS 1,458 million (US$ 426 million), an
        increase of 4.1%

    --  Operating Profit: NIS 469 million (US$ 137 million), an
        increase of 20.5%

    --  Net Income: NIS 296 million (US$ 87 million), an increase of
        38.4%

    --  EBITDA (1): NIS 624 million (US$ 182 million), an increase of
        15.7%

    --  EBITDA Margin (2): 38.2% of total revenues compared with 33.7%

    --  Free Cash Flow (3): NIS 440 million (US$ 129 million), an
        increase of 225.3%

    --  Subscriber Base: 36,000 net additions in the quarter, to reach
        2.882 million, including 901,000 3G subscribers

    --  Dividend Declared: NIS 1.54 (42 US cents(4)) per share or ADS
        (in total approximately NIS 237 million or US$ 64 million(4))
        for the 3rd quarter

    Partner Communications Company Ltd. ("Partner" or "the Company")
(Nasdaq:PTNR)(TASE:PTNR), a leading Israeli mobile communications
operator, today announced its results for the third quarter of 2008.
Partner reported total revenues of NIS 1.6 billion (US$ 478 million)
in Q3 2008, EBITDA of NIS 624 million (US$ 182 million), and net
income of NIS 296 million (US$ 87 million).

    Commenting on the quarter's results, Partner's CEO, Mr. David
Avner, said: "I am very pleased with the third quarter's results. We
have managed to maintain a competitive cost structure despite the
tough competition and the current implementation of our new strategic
activities, thereby reaching impressive profitability margins."

    Mr. Avner added: "In these times of economic uncertainty and
turbulence, Partner's resilient financial structure, reflected in our
ability to generate steady and strong cash flow, is one of the most
remarkable strengths of the Company. It reflects Partner's solid
balance sheet and healthy operational position as well as its ability
to continue and deliver value to our shareholders while actively
implementing new initiatives. As we recently announced, Partner
expects to start in the near future the "soft launch" of its new
portfolio of services (which will include ISP services, mail access,
Wi-Fi, fixed telephony through Voice over Broadband technology ("VOB")
and web based entertainment multimedia services), taking a further
step toward realizing the Company's strategy to evolve from a pure
cellular operator into a diversified multi-service communications and
media service provider. By developing a pervasive presence in the
customers' premises, Partner will offer its subscribers the benefits
of service synergies with its core activity while strengthening its
position as a leading telecommunications company in Israel".

    Mr. Avner concluded: "We are now harvesting the fruits of our
conservative and fundamental business approach, and I am confident
that we are in a strong position to deal with future challenges."

    Key Financial and Operational Parameters

-0-
*T
                          Q3 2007   Q2 2008  Q3 2008 Q3'08 vs Q3'08 vs
                                                        Q3'07    Q2'08
Revenues (NIS millions)   1,601.0   1,544.1  1,636.0     2.2%     6.0%
Operating Profit (NIS       389.7     377.9    469.4    20.5%    24.2%
 millions)
Net Income (NIS millions)   214.0     247.3    296.2    38.4%    19.8%
Cash flow from operating    135.3     601.0    440.0   225.3%   -26.8%
 activities net of
 investing activities
 (NIS millions)
------------------------- ------- --------- -------- -------- --------
EBITDA (NIS millions)       539.3     541.0    624.2    15.7%    15.4%
Subscribers (end of         2,796 2,846(5)     2,882     3.1%     1.3%
 period, in thousands)
Estimated Market Share         32        32       32        -        -
 (%)
Quarterly Churn Rate (%)      3.3       4.0      3.9      0.6      0.1
Average Monthly Usage per     343       368      376     9.6%     2.2%
 Subscriber (minutes)
Average Monthly Revenue       165       158      166     0.6%     5.1%
 per Subscriber (NIS)
------------------------- ------- --------- -------- -------- --------
*T

    Financial Review

    Partner's total net revenues were NIS 1,636.0 million (US$ 478.2
million) in Q3 2008, an increase of 2.2% from NIS 1,601.0 million in
Q3 2007. Within the total, service revenues increased by 4.1% from NIS
1,401.1 million in Q3 2007 to NIS 1,458.1 million (US$ 426.2 million)
in Q3 2008. The increase primarily reflects the 3.1% growth in the
subscriber base, an increase in the weight of post-paid subscribers
with higher levels of ARPU in our subscriber base, higher average
minutes of use, as well as an increase in content and data revenues.
The increase that resulted was partially offset by a decrease in
average revenue per minute resulting from competitive pressures and
regulatory intervention including the approximate 14% reduction in
interconnect tariffs which went into effect on March 1, 2008, the
final reduction in the Ministry of Communications' program of mandated
gradual reductions from 2005 to 2008.

    Revenues from content and data excluding SMS were NIS 135.6
million (US$ 39.6 million), or 9.3% of service revenues, in Q3 2008,
compared with 7.6% of service revenues in Q3 2007, an increase of
27.0%. Compared with Q2 2008, non-SMS content revenues increased by
11.7%.

    SMS services revenues totaled NIS 86.3 million (US$ 25.2 million)
in Q3 2008, an increase of 25.4% compared with Q3 2007, the equivalent
of 5.9% of service revenues in Q3 2008, compared with 4.9% in Q3 2007.

    Gross profit from services in Q3 2008 was NIS 640.8 million (US$
187.3 million), compared with NIS 593.5 million in Q3 2007, an 8.0%
increase. The increase reflects the growth in service revenues, offset
by a 1.2% increase in the cost of service revenues. The cost of
service revenues increase is mainly due to additional depreciation
expenses of approximately NIS 12 million resulting from the
accelerated depreciation of the equipment to be replaced under an
agreement with LM Ericsson Israel Ltd. The agreement is expected to
result in annual depreciation expenses of approximately NIS 74 million
over 2008, of which NIS 67 million has already been recorded, with the
remaining NIS 7 million to be recorded in Q4 2008. In addition, the
services revenues cost increase reflects higher variable airtime and
content costs as a result of higher airtime and content usage.

    In Q3 2008, equipment revenues were NIS 177.9 million (US$ 52.0
million), an 11.0% decrease from NIS 199.9 million in Q3 2007. The
decrease is primarily attributed to the lower number of transactions,
partially offset by the impact of an increase in the proportion of 3G
handsets sold compared with 2G handsets. The gross loss on equipment
amounted to NIS 12.6 million (US$ 3.7 million) in Q3 2008, compared
with NIS 66.0 million in Q3 2007, a decrease of 80.8%. This mainly
reflects the lower number of sales, as well as a decrease in handset
costs due, in part, to the fall in the dollar-shekel exchange rate.

    Total gross profit in Q3 2008 was NIS 628.2 million (US$ 183.6
million), an increase of 19.1% from NIS 527.5 million in Q3 2007.

    Selling, marketing, general and administration expenses totaled
NIS 158.7 million (US$ 46.4 million) in Q3 2008, an increase of 15.2%
from NIS 137.8 million in Q3 2007. This reflects the incremental cost
of growing the subscriber base, including larger provisions for
doubtful accounts from receivables on handset sales and service
revenues and higher selling costs, as well as additional costs related
to the planned gradual launch of our new portfolio of services which
is expected during the first half of 2009.

    Overall, operating profit was NIS 469.4 million (US$ 137.2
million) in Q3 2008, a 20.5% increase compared with NIS 389.7 million
in Q3 2007.

    Quarterly EBITDA in Q3 2008 totaled NIS 624.2 million (US$ 182.5
million), the equivalent of 42.8% of service revenues and 38.2% of
total revenues. Compared with NIS 539.3 million or 38.5% of service
revenues and 33.7% of total revenues in Q3 2007, this represents an
increase of 15.7%.

    Financial expenses in Q3 2008 were NIS 63.7 million (US$ 18.6
million), compared with NIS 73.8 million in Q3 2007, a 13.6% decrease.
The decrease is mainly attributed to lower linkage expenses due to the
increase of 2.0% in the CPI level of Q3 2008 compared to an increase
in the CPI level of 2.5% in Q3 2007.

    Net income for Q3 2008 totaled NIS 296.2 million (US$ 86.6
million), representing an increase of 38.4% from NIS 214.0 million in
Q3 2007.

    Basic earnings per share or ADS, based on the average number of
shares outstanding during Q3 2008, was NIS 1.92 (56 US cents), up by
40.1% from NIS 1.37 in Q3 2007.

    Funding and Investing Review

    In Q3 2008, cash flows generated from operating activities, net of
cash flows from investing activities totaled NIS 440.0 million (US$
128.6 million), compared with NIS 135.3 million in Q3 2007, an
increase of 225.3%. The increase reflects the higher net income as
well as two other factors; firstly, operating cash flow in Q3 2007 was
relatively low since payments to suppliers and interest charges for Q2
2007 were deferred to Q3 2007 and inventories were built-up during Q3
2007 for reasons related to number portability. Secondly, the increase
reflects the initiatives that were taken in Q2 2008 to reduce working
capital and cash flow volatility and the factoring of handset revenues
that increased quarterly operating cash flow in Q3 2008 by
approximately NIS 40 million. Cash flow from investing activities this
quarter totaled NIS 118.2 million, compared to NIS 138.9 million in Q3
2007, a decrease of 14.9%. The Company has generated free cash flow of
NIS 1,021.1 million during the first nine months of 2008, compared
with NIS 610.7 million generated during the first nine months of, an
increase of 67.2%.

    In February 2008, the Board of Directors approved a share buyback
plan throughout 2008 in an amount of up to NIS 600 million, subject to
appropriate market conditions. As of September 30, 2008, the Company
had repurchased approximately 4.5 million of its shares at an average
price per share of NIS 78.44, for a total consideration of
approximately NIS 351 million.

    In view of the recent significant financial market turbulence, the
Board of Directors has decided to suspend the current share buyback
plan for 2008. The issue will be revisited by the Board once market
conditions become more stable.

    The Board has approved the distribution of a dividend for Q3 2008
of NIS 1.54 (42 US cents(6)) per share (in total approximately NIS 237
million or US$ 64 million(6)) to shareholders and ADS holders of
record on November 26, 2008. The dividend is expected to be paid on
December 11, 2008.

    Operational Review

    The Company's active subscriber base at the end of the third
quarter 2008 was approximately 2,882,000, including approximately
763,000 business subscribers (26.5% of the base), 1,382,000 post-paid
private subscribers (48.0% of the base) and 737,000 prepaid
subscribers (25.6% of the base). Approximately 901,000 subscribers
were subscribed to the 3G network. Total market share at the end of
the quarter is estimated to be 32%.

    During the quarter, approximately 36,000 net new subscribers
joined the Company, including approximately 21,000 new net active
postpaid subscribers and 15,000 new net active prepaid subscribers.
The quarterly churn rate increased from 3.3% in Q3 2007 to 3.9% in Q3
2008. The increase primarily reflects the tail effect of number
portability.

    Average minutes of use per subscriber ("MOU") was 376 minutes in
Q3 2008, compared with 343 minutes in Q3 2007. The average revenue per
user ("ARPU") in Q3 2008 totaled NIS 166 (US$ 49), marginally higher
than NIS 165 in Q3 2007.

    Other

    On October 30, 2008, the Ministry of Communications announced
that, effective December 31, 2008, the cellular companies will be
obligated to determine a fixed tariff that will apply during the
entire commitment period. This provision will apply to agreements with
non-business customers. The Company is assessing the implications of
the new regulation and the various options it has in order to mitigate
any potential adverse effect on its business results.

    Outlook and Guidance

    Commenting on the Company's results, Mr. Emanuel Avner, Partner's
Chief Financial Officer said: "Obviously we are delighted with the
results of the third quarter 2008. Service revenues continue to rise,
despite the competitive market. We have succeeded in raising operating
efficiency significantly over the last few quarters and now the
results are beginning to show through the key financial and
performance indicators, as well as our impressive free cash flow
generation. This puts us on a strong footing to mitigate the effect of
a potential economic downturn while continuing to grow the business."

    Commenting on the Company's outlook for the fourth quarter, Mr.
Emanuel Avner added: "We reiterate our annual guidance for 2008,
bearing in mind that the fourth quarter is seasonally slower than the
third quarter. With regards to capital expenditures in particular, the
annual level of capital expenditures for 2008 is currently expected to
reach approximately 9% of anticipated revenues, in line with the
Company's previous estimations."

    Conference Call Details

    Partner Communications will hold a conference call to discuss the
company's first quarter results on Wednesday, November 5, 2008, at
17:00 Israel local time (10AM EST). This conference call will be
broadcast 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 start of the call to register, download and
install any necessary audio software. For those unable to listen to
the live broadcast, an archive of the call will be available via the
Internet (at the same location as the live broadcast) shortly after
the call ends, and until midnight of November 12, 2008.

    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 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" and "Item 8A. - Consolidated Financial Statements and Other
Financial Information - Legal and Administrative Proceedings" in the
form 20-F filed with the SEC on May 6, 2008. 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 U.S. GAAP, other than
EBITDA which is a non-GAAP financial measure.

    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, 2008: US $1.00 equals NIS 3.421. The
translations were made purely for the convenience of the reader.

    Use of Non-GAAP Financial Measure:

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

    Reconciliation between our net cash flow from operating activities
and EBIDTA is presented in the attached summary financial results.

    About Partner Communications

    Partner Communications Company Ltd. ("Partner") is a leading
Israeli mobile communications operator providing GSM / GPRS / UMTS /
HSDPA services and wire free applications under the orange(TM) brand.
The Company provides quality service and a range of features to 2.882
million subscribers in Israel (as of September 30, 2008). Partner's
ADSs are quoted on the NASDAQ Global Select Market(TM) and its shares
are traded on the Tel Aviv Stock Exchange (NASDAQ and TASE: PTNR).

    Partner is a subsidiary of Hutchison Telecommunications
International Limited ("Hutchison Telecom"), a leading global provider
of telecommunications services. Hutchison Telecom currently offers
mobile and fixed line telecommunications services in Hong Kong, and
operates mobile telecommunications services in Israel, Macau,
Thailand, Sri Lanka, Vietnam and Indonesia. It was the first provider
of 3G mobile services in Hong Kong and Israel and operates brands
including "Hutch", "3" and "orange". Hutchison Telecom, a subsidiary
of Hutchison Whampoa Limited, is a listed company with American
Depositary Shares quoted on the New York Stock Exchange under the
ticker "HTX" and shares listed on the Stock Exchange of Hong Kong
under the stock code "2332". For more information about Hutchison
Telecom, see www.htil.com.

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

                  PARTNER COMMUNICATIONS COMPANY LTD.

                       (An Israeli Corporation)

                 CONDENSED CONSOLIDATED BALANCE SHEETS

-0-
*T
                                                     Convenience
                            New Israeli shekels    translation into
                                                      U.S. dollars
                           --------------------- ---------------------
                           September   December  September   December
                               30,        31,        30,        31,
                              2008       2007       2008       2007
                           ----------- --------- ----------- ---------
                           (Unaudited) (Audited) (Unaudited) (Audited)
                           ----------- --------- ----------- ---------
                                          In thousands
          Assets
CURRENT ASSETS:
  Cash and cash                131,368                38,400    43,290
   equivalents                           148,096
  Accounts receivable:
    Trade                    1,065,929 1,120,842     311,584   327,636
    Other                       95,393    72,729      27,885    21,260
  Inventories                  127,215   132,868      37,186    38,839
  Deferred income taxes         59,859    46,089      17,498    13,472
                           ----------- --------- ----------- ---------
      Total current assets   1,479,764 1,520,624     432,553   444,497
                           ----------- --------- ----------- ---------
INVESTMENTS AND LONG-TERM
 RECEIVABLES:
  Accounts receivable -        419,021   446,899     122,485   130,634
   trade
  Funds in respect of           86,639    88,522      25,326    25,876
   employee rights upon
   retirement
                           ----------- --------- ----------- ---------
                               505,660   535,421     147,811   156,510
                           ----------- --------- ----------- ---------
FIXED ASSETS, net of
 accumulated depreciation
  And amortization           1,671,272 1,727,662     488,533   505,016
                           ----------- --------- ----------- ---------
LICENSE, DEFERRED CHARGES
 AND OTHER
  INTANGIBLE ASSETS, net     1,083,087 1,153,926     316,600   337,307
   of accumulated
  amortization
                           ----------- --------- ----------- ---------
DEFERRED INCOME TAXES           93,598    93,745      27,360    27,403
                           ----------- --------- ----------- ---------
      Total assets           4,833,381 5,031,378   1,412,857 1,470,733
                           =========== ========= =========== =========
*T

-0-
*T
                                                     Convenience
                            New Israeli shekels    translation into
                                                      U.S. dollars
                           --------------------- ---------------------
                           September   December  September   December
                               30,        31,        30,        31,
                              2008       2007       2008       2007
                           ----------- --------- ----------- ---------
                           (Unaudited) (Audited) (Unaudited) (Audited)
                           ----------- --------- ----------- ---------
                                          In thousands
     Liabilities and
   shareholders' equity
CURRENT LIABILITIES:
  Current maturities of
   long-term liabilities       387,706    28,280     113,331     8,267
  Accounts payable and
   accruals:
    Trade                      709,048   749,623     207,263   219,124
    Other                      349,057   375,510     102,034   109,766
    Parent group - trade         5,253     3,405       1,536       995
                           ----------- --------- ----------- ---------
      Total current
       liabilities           1,451,064 1,156,818     424,164   338,152
                           ----------- --------- ----------- ---------
LONG-TERM LIABILITIES:
  Notes payable              1,813,744 2,072,636     530,179   605,856
  Liability for employee
   rights upon retirement      144,532   131,960      42,248    38,574
  Other liabilities             16,987    14,492       4,966     4,236
                           ----------- --------- ----------- ---------
      Total long-term
       liabilities           1,975,263 2,219,088     577,393   648,666
                           ----------- --------- ----------- ---------
COMMITMENTS AND CONTINGENT
 LIABILITIES
                           ----------- --------- ----------- ---------
      Total liabilities      3,426,327 3,375,906   1,001,557   986,818
                           ----------- --------- ----------- ---------
SHAREHOLDERS' EQUITY:
  Share capital - ordinary
   shares of NIS 0.01 par
     value: authorized -
      December 31, 2007
      and September 30,
      2008 - 235,000,000
      shares; issued and
      outstanding -
        December 31, 2007
         - 157,320,770
         shares
        September 30, 2008       1,578     1,573         461       460
         - 157,807,002
         shares
     Less - treasury
      shares, at cost
      (4,467,990 ordinary
      shares)                (351,097)             (102,630)
  Capital surplus            2,566,532 2,544,943     750,229   743,918
  Accumulated deficit        (809,959) (891,044)   (236,760) (260,463)
                           ----------- --------- ----------- ---------
      Total shareholders'
       equity                1,407,054 1,655,472     411,300   483,915
                           ----------- --------- ----------- ---------
                             4,833,381 5,031,378   1,412,857 1,470,733
                           =========== ========= =========== =========
*T

                  PARTNER COMMUNICATIONS COMPANY LTD.

                       (An Israeli Corporation)

            CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

-0-
*T
                                    New Israeli shekels
                      ------------------------------------------------
                              9 month                 3 month
                           period ended            period ended
                           September 30,           September 30,
                      ----------------------- ------------------------
                             2008    2007        2008        2007
                      ----------- ----------- ----------- ------------
                                        (Unaudited)
                      ------------------------------------------------
                            In thousands (except per share data)
                      ------------------------------------------------
REVENUES - net:
      Services          4,176,560   3,966,982   1,458,137   1,401,057
      Equipment           591,375     519,293     177,880     199,945
                      ----------- ----------- ----------- ------------
                        4,767,935   4,486,275   1,636,017   1,601,002
                      ----------- ----------- ----------- ------------
COST OF REVENUES:
       Services         2,426,755   2,315,363     817,335     807,540
       Equipment          662,982     695,479     190,526     265,967
                      ----------- ----------- ----------- ------------
                        3,089,737   3,010,842   1,007,861   1,073,507
                      ----------- ----------- ----------- ------------

GROSS PROFIT            1,678,198   1,475,433     628,156     527,495

SELLING AND MARKETING
 EXPENSES                 301,408     259,801      96,830      86,315
GENERAL AND
 ADMINISTRATIVE
  EXPENSES                180,752     157,612      61,915      51,483
                      ----------- ----------- ----------- ------------
                          482,160     417,413     158,745     137,798
                      ----------- ----------- ----------- ------------

OPERATING PROFIT        1,196,038   1,058,020     469,411     389,697
FINANCIAL EXPENSES -
 net                      111,723     132,846      63,732      73,768
                      ----------- ----------- ----------- ------------

INCOME BEFORE TAXES
 ON INCOME              1,084,315     925,174     405,679     315,929
TAXES ON INCOME           297,511     287,243     109,477     101,974
                      ----------- ----------- ----------- ------------

NET INCOME FOR THE
 PERIOD                   786,804     637,931     296,202     213,955
                      =========== =========== =========== ============
EARNINGS PER SHARE
 ("EPS") :
        Basic:               5.04        4.08        1.92        1.37
                      =========== =========== =========== ============
        Diluted:             5.01        4.05        1.91        1.36
                      =========== =========== =========== ============
WEIGHTED AVERAGE
 NUMBER OF SHARES
 OUTSTANDING:
        Basic         156,010,793 156,213,495 154,382,712 156,683,913
                      =========== =========== =========== ============
        Diluted       157,095,796 157,579,035 155,356,232 157,883,303
                      =========== =========== =========== ============

                                               Convenience translation
                                                  into U.S. dollars
                                               -----------------------
                                                9 month     3 month
                                                 period      period
                                                  ended       ended
                                               September   September
                                                   30,         30,
                                               ----------- -----------
                                                  2008        2008
                                               ----------- -----------
                                                    (Unaudited)
                                             -------------------------
                                             In thousands (except per
                                                    share data)
                                             -------------------------
REVENUES - net:
      Services                                   1,220,859     426,231
      Equipment                                    172,866      51,996
                                               ----------- -----------
                                                 1,393,725     478,227
                                               ----------- -----------
COST OF REVENUES:
       Services                                    709,370     238,917
       Equipment                                   193,798      55,693
                                               ----------- -----------
                                                   903,168     294,610
                                               ----------- -----------

GROSS PROFIT                                       490,557     183,617

SELLING AND MARKETING EXPENSES                      88,105      28,305
GENERAL AND ADMINISTRATIVE
  EXPENSES                                          52,836      18,098
                                               ----------- -----------
                                                   140,941      46,403
                                               ----------- -----------

OPERATING PROFIT                                   349,616     137,214
FINANCIAL EXPENSES - net                            32,657      18,630
                                               ----------- -----------

INCOME BEFORE TAXES ON INCOME                      316,959     118,584
TAXES ON INCOME                                     86,966      32,001
                                               ----------- -----------

NET INCOME FOR THE PERIOD                          229,993      86,583
                                               =========== ===========
EARNINGS PER SHARE ("EPS") :
        Basic:                                        1.47        0.56
                                               =========== ===========
        Diluted:                                      1.46        0.56
                                               =========== ===========
WEIGHTED AVERAGE NUMBER OF SHARES
 OUTSTANDING:
        Basic                                  156,010,793 154,382,712
                                               =========== ===========
        Diluted                                157,095,796 155,356,232
                                               =========== ===========
*T

                          DRAFT V8 04/11/2008

    8400/0/764840/1PARTNER COMMUNICATIONS COMPANY LTD.

                       (An Israeli Corporation)

            CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

-0-
*T
                                                           Convenience
                                                           translation
                                                               into
                                                              U.S.
                                      New Israeli shekels    dollars
                                     --------------------- -----------
                                                            9 month
                                                              period
                                                              ended
                                        9 month period       September
                                      ended September 30,       30,
                                     ---------------------
                                        2008       2007       2008
                                     ----------- --------- -----------
                                                (Unaudited)
                                     ---------------------------------
                                               In thousands
                                     ---------------------------------
CASH FLOWS FROM OPERATING
 ACTIVITIES:
  Net income for the period              786,804   637,931     229,993
  Adjustments to reconcile net
   income to net cash provided by
   operating activities:
  Depreciation and amortization          503,176   449,643     147,084
  Amortization of deferred
   compensation related to employee
   stock option grants, net                7,087    13,179       2,072
  Liability for employee rights upon
   retirement                             12,572    13,573       3,675
  Accrued interest and exchange rate
   and linkage differences on long-
   term liabilities                      103,229    60,147      30,175
  Deferred income taxes                 (13,623)  (23,411)     (3,982)
     Capital loss on sale of fixed
      assets                                 371     1,146         108
       Changes in operating assets
        and liabilities:
       Decrease (increase) in
        accounts receivable:
      Trade                               82,791 (201,805)      24,201
      Other                             (22,664)  (32,957)     (6,625)
       Increase (decrease) in
        accounts payable and
        accruals:
               Related Parties             1,848  (14,166)         540
      Trade                             (62,478)   106,944    (18,263)
      Other                             (32,127)    44,795     (9,391)
       Decrease (increase) in
        inventories                        5,653  (51,966)       1,652
       Increase in asset retirement
        obligations                          456       352         133
                                     ----------- --------- -----------
 Net cash provided by operating
  activities                           1,373,095 1,003,405     401,372
                                     ----------- --------- -----------
CASH FLOWS FROM INVESTING
 ACTIVITIES:
  Purchase of fixed assets             (354,486) (387,177)   (103,620)
  Acquisition of optic fibers
   activity                                          (701)
  Proceeds from sale of fixed assets         573        43         168
  Funds in respect of employee
   rights upon retirement                  1,883   (4,911)         550
                                     ----------- --------- -----------
  Net cash used in investing
   activities                          (352,030) (392,746)   (102,902)
                                     ----------- --------- -----------
       CASH FLOWS FROM FINANCING
        ACTIVITIES:
   Financial lease undertaken                        7,416
  Repayment of capital lease             (5,170)   (6,713)     (1,511)
    Treasury stock                     (351,097)             (102,630)
  Proceeds from exercise of stock
   options granted to employees           14,502    57,810       4,239
  Dividend Paid                        (695,427) (429,955)   (203,282)
    Windfall tax benefit in respect
     of exercise of options granted
     to employees                            370     1,021         108
  Repayment of long term bank loans     (20,971) (280,325)     (6,130)
    Receiving of long term bank
     loans                                20,000                 5,846
                                     ----------- --------- -----------
  Net cash used in financing
   activities                        (1,037,793) (650,746)   (303,360)
                                     ----------- --------- -----------
DECREASE IN CASH AND CASH
 EQUIVALENTS                            (16,728)  (40,087)     (4,890)
CASH AND CASH EQUIVALENTS AT
 BEGINNING OF PERIOD                     148,096    77,547      43,290
                                     ----------- --------- -----------
CASH AND CASH EQUIVALENTS AT END OF
 PERIOD                                  131,368    37,460      38,400
                                     =========== ========= ===========
*T

    Supplementary information on investing not involving cash flows

    At September 30, 2008 and 2007, trade payables include NIS 182
million ($ 53 million) (unaudited) and NIS 114 million (unaudited) in
respect of acquisition of fixed assets, respectively.

    These balances will be given recognition in these statements upon
payment.

    At September 30, 2008, tax withholding related to dividend of
approximately NIS 18 million is outstanding. These balances are
recognized in the cash flow statements upon payment.

                  PARTNER COMMUNICATIONS COMPANY LTD.

                       (An Israeli Corporation)

        RECONCILIATION BETWEEN OPERATING CASH FLOWS AND EBITDA

-0-
*T

                                                          Convenience
                                   New Israeli shekels     translation
                                                              into
                                                          U.S. dollars
                                 ------------------------ ------------
                                                            9 Month
                                   9 Month Period Ended      Period
                                      September 30,          Ended
                                                           September
                                                               30,
                                 ------------------------ ------------
                                     2008        2007         2008
                                 ------------ ----------- ------------
                             (Unaudited)
----------------------------------------------------------------------
                             In thousands
----------------------------------------------------------------------
Net cash provided by operating
 activities                         1,373,095   1,003,405      401,372

Liability for employee rights
 upon retirement                     (12,572)    (13,573)      (3,675)
Accrued interest and exchange
 and linkage differences on
 long-term liabilities              (103,229)    (60,147)     (30,175)
Increase (Decrease) in accounts
 receivable:
          Trade                      (82,791)     201,805     (24,201)
          Other                        22,664     343,611        6,625
Decrease (Increase) in accounts
 payable and accruals:
          Trade                        62,478   (106,944)       18,263
          Shareholder - current
           account                    (1,848)      14,166        (540)
          Other (excluding tax
           provision)                 343,261    (44,795)      100,339
Increase (Decrease) in
 inventories                          (5,653)      51,966      (1,652)
Increase in Assets Retirement
 Obligation                             (456)       (352)        (133)
Financial Expenses **                 102,806     124,219       30,051
                                 ------------ ----------- ------------
EBITDA                              1,697,755   1,513,361      496,274
                                 ------------ ----------- ------------
*T

    * The convenience translation of the New Israeli Shekel (NIS)
figures into US dollars was made at the exchange prevailing at
September 30, 2008 : US $1.00 equals 3.421 NIS.

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

                  PARTNER COMMUNICATIONS COMPANY LTD.

                       (An Israeli Corporation)

                        SUMMARY OPERATING DATA

-0-
*T
                                         Q3 2007        Q2 2008 Q32008
------------------------------------- ---------- -------------- ------
Subscribers (end of period, in
 thousands)                                2,796         2,846*  2,882
------------------------------------- ---------- -------------- ------
Estimated share of total Israeli
 mobile telephone subscribers                32%            32%    32%
------------------------------------- ---------- -------------- ------
Churn rate in quarter                       3.3%           4.0%   3.9%
------------------------------------- ---------- -------------- ------
MOU (actual minutes of use)                  343            368    376
------------------------------------- ---------- -------------- ------
ARPU (including in-roaming revenue)
 (NIS)                                       165            158    166
------------------------------------- ---------- -------------- ------
*T

    * Following a restatement of approximately 10,000 subscribers at
end of Q2 2008.

    (1) See "Use of Non-GAAP Financial Measures" below (p9)

    (2) Equivalent to 42.8% of service revenues in Q3 2008, compared
with 38.5% of service revenues in Q3 2007

    (3) Cash flows generated from operating activities, net of cash
flows from investing activities

    (4) Convenience translation of the Nominal New Israeli Shekel
(NIS) into US Dollars based on the rate of exchange: US $ 1.00 equals
NIS 3.7.

    (5 )Following a restatement of approximately 10,000 subscribers at
end of Q2 2008.

    (6) Convenience translation of the Nominal New Israeli Shekel
(NIS) into US Dollars based on the rate of exchange: US $ 1.00 equals
NIS 3.7.

    --30--CM/lo*

    CONTACT: Partner Communications
             Mr. Emanuel Avner
             Chief Financial Officer
             Tel: +972-54-7814951
             Fax: +972-54-7815961
             E-mail: emanuel.avner@orange.co.il
             or
             Mr. Oded Degany
             V. P. Corporate Development, Strategy and IR
             Tel: +972-54-7814151
             Fax: +972-54 -7814161
             E-mail: oded.degany@orange.co.il