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TMCNet:  Partner Communications Reports Third Quarter 2008 Results

[November 05, 2008]

Partner Communications Reports Third Quarter 2008 Results

ROSH HA'AYIN, Israel --(Business Wire)-- 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
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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

             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)
------------------------- ------- --------- -------- -------- --------



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

                          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
             =========== ========= =========== =========


                          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
             =========== ========= =========== =========

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

                  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
                       =========== ===========

DRAFT V8 04/11/2008

8400/0/764840/1PARTNER COMMUNICATIONS COMPANY LTD. (An Israeli Corporation) CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                             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
                  =========== ========= ===========



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

                             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 ------------ ----------- ------------


* 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

                    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
------------------------------------- ---------- -------------- ------



* 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.

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