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Cellcom Israel Announces First Quarter 2009 Results

 
 

Cellcom Israel Presents a Record Net Income - Increase of 27.5% and an Increase in Operating Income, EBITDA, EBITDA Margin, Despite the Economic Slowdown, Ongoing Price Erosions and Growing Competition

    NETANYA, Israel, May 26 /PRNewswire-FirstCall/ --

    - EBITDA(1) Up by 3.0%; Record EBITDA Margin of Over 39%

    - Cellcom Israel Declares a First Quarter Dividend of NIS 3.36 per
      Share (Totals Approx. NIS 330 Million)


    First Quarter 2009 Highlights (compared to the first quarter 2008):

    - Total Revenues from services increased 1.1% to NIS 1,373
      million ($328 million)

    - Revenues from content and value added services (including
      SMS) increased 36.5%, reaching 14.7% of services revenues

    - Total Revenues (including revenues from end-user equipment)
      totaled NIS 1,561 million ($373 million), a 2.1% decrease resulting
      from a 20.7% decrease in handset and accessories' revenues

    - EBITDA increased 3.0% to NIS 611 million ($146 million);
      EBITDA margin 39.1%, up from 37.2%

    - Operating income increased 4.2% to NIS 442 million ($105
      million)

    - Net income increased 27.5% to NIS 348 million ($83 million)

    - Subscriber base increased approx. 21,000 during the first
      quarter; reaching approx. 3.208 million at the end of March 2009

    - 3G subscribers reached approx. 833,000 at the end of March
      2009, net addition of approx. 102,000 in the first quarter 2009

    - The Company Declared first quarter dividend of NIS 3.36 per
      share

Cellcom Israel Ltd. (NYSE: CEL, TASE: CEL) ("Cellcom Israel", the "Company"), announced today its financial results for the first quarter of 2009. Revenues for the first quarter 2009 totaled NIS 1,561 million ($373 million); EBITDA for the first quarter 2009 totaled NIS 611 million ($146 million), or 39.1% of revenues; and net income for the first quarter 2009 reached NIS 348 million ($83 million). Basic earnings per share for the first quarter 2009 reached NIS 3.54 ($0.85).

Commenting on the results, Amos Shapira, Chief Executive Officer said, "We see a direct linkage between the "Public Trust" organization report recently published and the strengthening of Cellcom Israel's position in the past few years along with the improvement in its financial results. This report stated that Cellcom Israel provides the best quality of customer care in the Israeli Cellular market and that we received the lowest number of customer complaints although we have the highest number of subscribers in the Israeli cellular market. I believe this is the only and the worthwhile way to do business.

This quarter, Cellcom Israel continued to show strong profitability, with operating and net income increasing to new levels. These results are mainly due to our focusing on our core business, efficiency measures and improvement of our subscriber base. These achievements are especially noteworthy in light of the current macroeconomic environment, driving a decline in roaming revenues on inbound and outbound tourism, as well as an increase in allowance for doubtful accounts which may also have been influenced by the global economic slowdown, in addition to the challenging competitive landscape and ongoing price erosions. I want to thank all our employees and managers for the achievements this quarter, as well as for successfully implementing the widespread efficiency measures in this fluid economic environment, further enhancing our status as the leading cellular company in Israel."

"We at Cellcom Israel, the cellular company which serves the highest number of cellular subscribers in Israel, continue to focus on our primary source of business, mobile communications and value added services over our advanced cellular network characterized by the high speed and capacity of our HSPA technology. This is supported by our expansion into complementary business where we have identified both cost synergies and direct contribution to our business such as the fixed line services to the business community, provided over our fiber-optic cables and microwave links. I am pleased to announce that in the first quarter our content and value added services revenues grew by approximately 36% year over year, as we continued to drive additional growth in fixed line services. Our strategy of focusing in the core business and in those areas where we find synergy, enables us to act vigorously also in the aspect of improving reliability and service quality to our customers and in the aspect of increasing efficiency as well as continue to invest in technology and in enhancing our network's speed, subject to supporting equipment availability, while keeping our relative advantage."

"We continue to grow and expand our 3G subscriber base, and in the first quarter we once again witnessed an ongoing increase in 3G subscribers, reaching 833,000 at the end of March 2009. Most of these 102,000 additional 3G subscribers in this quarter are post-paid subscribers, characterized by higher ARPU."

Tal Raz, Chief Financial Officer, commented: "We are especially pleased with the substantial growth in our profitability, primarily with the increase in revenues from content and value added services as well as fixed line revenues, while revenue per airtime minute continued to erode by approximately 2% in the first quarter compared to the first quarter last year. The growth in profitability is mainly attributable to our diligent cost management, which led to marketing, sales, general and administrative expenses remaining at the same level as in the first quarter last year. Furthermore, our Free Cash Flow(1) rose once again, totaling NIS 393 million for the quarter, up 454% from the first quarter last year, enabling us a dividend distribution of approximately NIS 330 million, representing 95% of net income, to our shareholders."

    Main Financial and Performance Indicators:

                               Q1/2009 Q1/2008   % Change    Q1/2009  Q1/2008

                                        million NIS            million US$
                                                               (convenience
                                                               translation)

    Total Services revenues      1,373        1,358     1.1%    327.8   324.3

    Revenues from content and
    value added services           202          148    36.5%     48.2    35.3
    Handset and accessories
    revenues                       188          237  (20.7%)     44.9    56.6
    Total revenues               1,561        1,595   (2.1%)    372.7   380.9
    Operating Profit               442          424     4.2%    105.5   101.2
    Net Income                     348          273    27.5%     83.1    65.2
    Cash Flow from Operating
    Activities, net of
    Investing Activities           393           71   453.5%     93.8    17.0
    EBITDA                         611          593     3.0%    145.9   141.6
    EBITDA, as percent of
    Revenues                     39.1%        37.2%     5.1%
    Subscribers end of period
    (in thousands)               3,208        3,096     3.6%
    Estimated Market Share(2)    34.8%        34.6%
    Monthly ARPU                 139.9        144.5   (3.2%)     33.4    34.5
    Average Monthly MOU *        323.0        327.2   (1.3%)


* Following the regulatory requirement to change the basic airtime charging unit from twelve-second to one-second units commencing January 1, 2009, MOU for the first quarter 2008 has been adjusted to the same per-one second unit basis to enable a comparison. MOU for the first quarter of 2008 based on the former charging units was 350.5 minutes.

Financial Review

Revenues for the first quarter of 2009 totaled NIS 1,561 million ($373 million), a 2.1% decrease compared to NIS 1,595 million ($381 million) in the first quarter last year. The decrease in revenues resulted mainly from a 20.7% decrease in handset and accessories' revenues, from NIS 237 million ($57 million) in the first quarter last year, to NIS 188 million ($45 million) in the first quarter 2009, primarily due to the higher number of handsets and accessories sold in the first quarter last year. This decrease was partially offset by an increase in revenues from services, reaching NIS 1,373 million ($328 million), up from NIS 1,358 million ($324 million) in the first quarter last year. The higher service revenues resulted mainly from an increase of approximately 36% in content and value added services (including SMS) revenues in the first quarter 2009, compared to the first quarter last year. Revenues from content and value added services reached NIS 202 million ($48 million), or 14.7% of service revenues. Furthermore, the increase in landline services revenues during the quarter also contributed to the higher service revenues. These increases were partially offset by the reduction of interconnect tariffs, approximately 2% fewer working days in the first quarter of 2009 compared to the first quarter last year, ongoing airtime price erosion as well as a substantial decrease in revenues from roaming services following the significant reduction in incoming and outgoing tourism resulting from the global economic slowdown.

Cost of revenues for the first quarter of 2009 totaled NIS 806 million ($192 million), down 8.3% from NIS 879 million ($210 million) in the first quarter last year. This decline primarily follows the lower handset costs resulting from the decline in number of handsets sold during the first quarter of 2009, in addition to lower depreciation expenses. These decreases were partially offset by an increase in cost of content and value-added services due to increased usage.

Gross profit for the first quarter of 2009 incresed 5.4% reaching NIS 755 million ($180 million), compared to NIS 716 million ($171 million) in the first quarter of 2008. Gross profit margin for the first quarter 2009 increased to 48.4% from 44.9% in the first quarter last year, mainly due to the significant decrease in handsets sales during the quarter compared to the first quarter last year, which produce lower margins.

Selling, Marketing, General and Administrative Expenses ("SG&A Expenses") for the first quarter of 2009 totaled NIS 311 million ($74 million), similar to the first quarter of 2008. The SG&A Expenses in the first quarter 2009 were mainly impacted by a significant increase in bad debts and doubtful accounts expenses, mainly following number portability, which allows subscribers to switch to another cellular operator without settling their outstanding debt. The increase in bad debt and doubtful accounts may also have been influenced by the global economic slowdown. This increase was offset mainly by a decrease in salaries and related expenses.

Operating income for the first quarter 2009 increased 4.2%, reaching NIS 442 million ($105 million), compared to NIS 424 million ($101 million) in the first quarter last year. Operating income for the first quarter of 2008 included a one-time gain of approximately NIS 19 million, relating mainly to the sale of certain surplus underground pipes for fiber optic cables and the sale of a plot of land in Modi'in, Israel.

EBITDA for the first quarter 2009 increased 3.0%, reaching NIS 611 million ($146 million), compared to NIS 593 million ($142 million) in the first quarter of 2008. EBITDA as a percent of revenues, reached 39.1% compared to 37.2% in the first quarter last year. The higher operating income, EBITDA and EBITDA margins primarily follows the ongoing efficiency measures and prudent expense management throughout the quarter.

Financing Income, net for the first quarter 2009 totaled NIS 28 million ($7 million), compared to financing expenses net of NIS 45 million ($11 million) in the first quarter last year. This change resulted mainly from deflation of 0.7% in the first quarter this year, compared to an inflation of 0.4% in the first quarter last year, which led to an income from linkage to the Israeli Consumer Price Index (CPI), associated with the Company's debentures, compared to linkage expenses in the first quarter last year. Financing income also benefited from gains from the Company's hedging portfolio mainly resulted from a depreciation of 10% of the NIS against the US dollar in the first quarter of 2009, compared to an appreciation of 8% in the first quarter last year, which resulted in a loss from currency hedging transactions in the first quarter last year. The financing income was partially offset by lower interest income relating to the Company's short term deposits as well as expenses from foreign currency differences relating to trade payables balances in the first quarter 2009, compared to an income from foreign currency differences in the first quarter last year, following the depreciation of the NIS against the US dollar in the first quarter of 2009.

Net Income for the first quarter 2009 increased 27.5%, reaching NIS 348 million ($83 million), compared to NIS 273 million ($65 million) in the first quarter last year. Basic earnings per share for the first quarter 2009 totaled NIS 3.54 ($0.85), compared to NIS 2.80 ($0.67) in the first quarter 2008.

Operating Review

New Subscribers - at the end of March 2009 the Company had approximately 3.208 million subscribers. During the first quarter of 2009 the Company added approximately 21,000 net new subscribers, most of them post-paid subscribers.

In the first quarter of 2009, the Company added approximately 102,000 net new 3G subscribers to its 3G subscriber base, reaching approximately 833,000 3G subscribers at the end of March 2009, representing 26% of the Company's total subscriber base.

The Churn Rate in the first quarter 2009 was 5.0%, compared to 5.3% in the first quarter last year. The churn for both quarters primarily consists from lower contribution pre-paid subscribers and subscribers with collection problems.

Average monthly subscriber Minutes of Use ("MOU") in the first quarter 2009 totaled 323 minutes, compared to 327.2 minutes in the first quarter 2008, a decrease of 1.3%. The decline in usage level is mainly due to fewer working days in the first quarter of 2009 than in the first quarter last year. Following the regulatory requirement to change the basic airtime charging units from twelve-second to one-second units commencing January 1, 2009, MOU for the first quarter 2008 has been adjusted to the same per-one second unit basis to enable a comparison. MOU for the first quarter of 2008 based on the former charging units was 350.5 minutes.

The monthly Average Revenue per User (ARPU) for the first quarter 2009 decreased 3.2% and totaled NIS 139.9 ($33.4), compared to NIS 144.5 ($34.5) in the first quarter last year.

Financing and Investment Review

Cash Flow

Free cash flow (Cash provided by operating activities, net of cash used in investing activities) for the first quarter of 2009 totaled NIS 393 million ($94 million), compared to NIS 71 million ($17 million) generated in the first quarter of 2008. The significant increase in Free Cash Flow resulted mainly from payments of expenses related to preparation for number portability which characterized the first quarter last year. The increase in Free Cash Flow also resulted from a decrease in income tax payments due to a one time catch up tax payment in the amount of NIS 70 million for 2007 accrued tax liability, made at the beginning of the first quarter 2008.

Shareholders' Equity

Shareholders' Equity as of March 31, 2009 amounted to NIS 439 million ($105 million), primarily consisting of accumulated undistributed retained earnings.

Investment in Fixed Assets and Intangible Assets

During the first quarter 2009, the Company invested NIS 98 million ($23 million) in fixed assets and intangible assets (including, among others, deferred commissions and investments in information systems and software), compared to NIS 116 million ($28 million) in the first quarter 2008.

Subscriber acquisition and retention costs

Under the Company's current accounting policies, capitalized customer acquisition and retention costs include only those deferred costs in respect of sales commissions related to the acquisition and retention of subscribers, if the costs can be measured reliably and are directly attributable to obtaining a specific subscriber.

The Company's current accounting policy is to recognize subsidies on handset sales as an expense in the period incurred. Management is evaluating certain subsidies, related to handsets sold together with a service agreement with guaranteed minimum future revenue, as additional costs that might be eligible for capitalization. If the Company were to defer and capitalize such subsidies, management estimates that the Company's retained earnings as of January 1, 2009 would increase by approximately NIS 90-100 million, the Company's EBITDA for the first quarter of 2009 would increase by approximately NIS 20-25 million and the Company's net income for the first quarter of 2009 would decrease by approximately NIS 5-10 million.

Dividend

On May 25, 2009, the Company's board of directors declared a cash dividend in the amount of NIS 3.36 per share, and in the aggregate amount of approximately NIS 330 million (the equivalent of approximately $0.84 per share and approximately $82 million in the aggregate, based on the representative rate of exchange on May 21, 2009; The actual US$ amount for dividend paid in US$ will be converted from NIS based upon the representative rate of exchange published by the Bank of Israel on June 18, 2009), subject to withholding tax described below. The dividend will be payable to all of the Company's shareholders of record at the end of the trading day in the NYSE on June 8, 2009. The payment date will be June 22, 2009. According to the Israeli tax law, the Company will deduct at source 20% of the dividend amount payable to each shareholder, as aforesaid, subject to applicable exemptions. The dividend per share that the Company will pay for the first quarter of 2009 does not reflect the level of dividends that will be paid for future quarterly periods, which can change at any time in accordance with the Company's dividend policy. A dividend declaration is not guaranteed and is subject to the Company's board of directors' sole discretion, as detailed in the Company's annual report for the year ended December 31, 2008 on Form 20-F, under "Item 8 - Financial Information - Dividend Policy".

Other developments

Shelf Prospectus and Issuance of Debentures

In March 2009, the Company filed a shelf prospectus with the Israeli Securities Authority and the Tel Aviv Stock Exchange. The shelf prospectus will allow the Company, from time to time, to offer and sell debt, equity and warrants in Israel, in one or more offerings, subject to a supplemental shelf offering report, in which the Company will describe the terms of the securities offered and the specific details of the offering.

In April 2009, subsequent the balance sheet date, the Company issued additional debentures from the Company's existing Series D in a principal amount of approximately NIS 186 million for a total consideration of approximately NIS 215 million. The interest rate of series D is fixed at 5.19% per annum, linked to the Israeli Consumer Purchase Index. The price for a NIS 1,000 par value unit offered in this issuance was set at NIS 1,161, representing an effective annual yield of 3.73%. The Company also issued a new series E debentures in a principal amount of approximately NIS 789 million at an interest rate of 6.25% per annum, without any linkage, for a total consideration of approximately NIS 785 million. The debentures (rated ilAA/Stable) were issued in a public offering in Israel based on the shelf prospectus and were listed for trading on the Tel Aviv Stock Exchange.

For additional details on the Company's debentures see the Company's annual report for the year ended December 31, 2008 on Form 20-F under "Item 5. Operating and Financial Review and Prospects - B. Liquidity and capital resources - Debt service - Public debentures" and the Company's immediate reports on form 6-K dated March 31, 2009; April 5, 2009 and April 6, 2009.

These reports are available on the Company's website at: http://www.cellcom.co.il

Conference Call Details

The Company will be hosting a conference call on Tuesday, May 26, 2008 at 10:00 am EDT, 05:00 pm Israel time, and 03:00 pm UK time. On the call, management will review and discuss the results, and will be available to answer questions. To participate, please either access the live webcast on the Company's website, or call one of the following teleconferencing numbers below. Please begin placing your calls at least 10 minutes before the conference call commences. If you are unable to connect using the toll-free numbers, please try the international dial-in number.

US Dial-in Number: 1-866-527-8676 UK Dial-in Number: 0-800-917-4613

Israel Dial-in Number: 03-918-0691 International Dial-in Number: +972-3-918-0691

at: 10:00 am Eastern Time; 07:00 am Pacific Time; 03:00 pm UK Time; 05:00 pm Israel Time

To access the live webcast of the conference call, please access the investor relations section of Cellcom Israel's website: http://www.cellcom.co.il. After the call, a replay of the call will be available under the same investor relations section.

About Cellcom Israel

Cellcom Israel Ltd., established in 1994, is the leading Israeli cellular provider; Cellcom Israel provides its approximately 3.208 million subscribers (as at March 31, 2009) with a broad range of value added services including cellular and landline telephony, roaming services for tourists in Israel and for its subscribers abroad and additional services in the areas of music, video, mobile office etc., based on Cellcom Israel's technologically advanced infrastructure. The Company operates an HSPA 3.5 Generation network enabling advanced high speed broadband multimedia services, in addition to GSM/GPRS/EDGE and TDMA networks. Cellcom Israel offers Israel's broadest and largest customer service infrastructure including telephone customer service centers, retail stores, and service and sale centers, distributed nationwide. Through its broad customer service network Cellcom Israel offers its customers technical support, account information, direct to the door parcel services, internet and fax services, dedicated centers for the hearing impaired, etc. As of 2006, Cellcom Israel, through its wholly owned subsidiary Cellcom Fixed Line Communications L.P., provides landline telephone communication services in Israel, in addition to data communication services. Cellcom Israel's shares are traded both on the New York Stock Exchange (CEL) and the Tel Aviv Stock Exchange (CEL). For additional information please visit the Company's website http://www.cellcom.co.il

Forward-Looking Statements

The following information contains, or may be deemed to contain forward-looking statements (as defined in the U.S. Private Securities Litigation Reform Act of 1995 and the Israeli Securities Law, 1968). In some cases, you can identify these statements by forward-looking words such as "may," "might," "will," "should," "expect," "plan," "anticipate," "believe," "estimate," "predict," "potential" or "continue," the negative of these terms and other comparable terminology. These forward-looking statements, which are subject to risks, uncertainties and assumptions about us, may include projections of our future financial results, our anticipated growth strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements. Factors that could cause such differences include, but are not limited to: changes to the terms of our license, new legislation or decisions by the regulator affecting our operations, the outcome of legal proceedings to which we are a party, particularly class action lawsuits, our ability to maintain or obtain permits to construct and operate cell sites, and other risks and uncertainties detailed from time to time in our filings with the U.S. Securities and Exchange Commission, including under the caption "Risk Factors" in our Annual Report for the year ended December 31, 2008.

Although we believe the expectations reflected in the forward-looking statements contained herein are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements. We assume no duty to update any of these forward-looking statements after the date hereof to conform our prior statements to actual results or revised expectations, except as otherwise required by law.

The Company prepares its financial statements in accordance with International Financial Reporting Standards (IFRS), as issued by the International Accounting Standards Board (IASB). Unless noted specifically otherwise, the dollar denominated figures were converted to US$ using a convenience translation based on the US$\New Israeli Shekel (NIS) conversion rate of NIS 4.188 = US$1 as published by the Bank of Israel on March 31, 2009.

Use of non-GAAP financial measures

EBITDA is a non-GAAP measure and is defined as income before financing income (expenses), net; other income (expenses), net; income tax; depreciation and amortization. This is an accepted measure in the communications industry. The Company presents this measure as an additional performance measure as the Company believes that it enables us to compare operating performance between periods and companies, net of any potential differences which may result from differences in capital structure, taxes, age of fixed assets and related depreciation expenses. EBITDA should not be considered in isolation, or as a substitute for operating income, any other performance measures, or cash flow data, which were prepared in accordance with Generally Accepted Accounting Principles as measures of profitability or liquidity. EBITDA does not take into account debt service requirements, or other commitments, including capital expenditures, and therefore, does not necessarily indicate the amounts that may be available for the Company's use. In addition, EBITDA may not be comparable to similarly titled measures reported by other companies, due to differences in the way these measures are calculated. See the reconciliation between the net income and the EBITDA presented at the end of this Press Release.

Free cash flow is a non-GAAP measure and is defined as the net cash provided by operating activities minus the net cash used in investing activities. See the reconciliation note at the end of this Press Release.

    Financial Tables Follow


                               Cellcom Israel Ltd.

                           (An Israeli Corporation)

                     Condensed Consolidated Balance Sheets



                                            Convenience
                                            translation
                                              into US
                                              dollar
                                March 31,    March 31,   March 31,   December
                                                                        31,
                                   2009        2009         2008       2008
                               NIS millions     US$     NIS millions    NIS
                                             millions                millions
                               (Unaudited) (Unaudited) (Unaudited)  (Audited)
     Assets
     Cash and cash equivalents        152          36          826       275
     Trade receivables              1,518         362        1,438     1,478
     Other receivables,
     including derivatives            138          33          125       112
     Inventory                        128          31          236       119

     Total current assets           1,936         462        2,625     1,984

     Trade and other
     receivables                      612         146          579       602
     Property, plant and
     equipment, net                 2,100         502        2,265     2,159
     Intangible assets, net           665         159          681       675

     Total non- current assets      3,377         807        3,525     3,436

     Total assets                   5,313       1,269        6,150     5,420

     Liabilities
     Debentures current
     maturities                       327          78          280       329
     Trade payables and
     accrued expenses                 686         164          709       677
     Current tax liabilities          102          24           49        65
     Provisions                        52          13           91        47
     Other current
     liabilities, including
     derivatives                      318          76          341       385
     Dividend declared                  -           -          700         -

     Total current liabilities      1,485         355        2,170     1,503

     Debentures                     3,213         767        3,425     3,401
     Provisions                        18           4           14        17
     Other long-term
     liabilities                        -           -            2         1
     Deferred taxes                   158          38          143       156

     Total non- current
     liabilities                    3,389         809        3,584     3,575

     Total liabilities              4,874       1,164        5,754     5,078

     Shareholders' equity
     Share capital                      1           -            1         1
     Cash flow hedge reserve            8           2         (51)      (11)
     Retained earnings                430         103          446       352

     Total shareholders'
     equity                           439         105          396       342

     Total liabilities and
     shareholders' equity           5,313       1,269        6,150     5,420




                               Cellcom Israel Ltd.

                            (An Israeli Corporation)

                   Condensed Consolidated Statements of Income


                                                                      Year
                                     Three-month period ended        ended
                                             March 31,           December 31,

                                            Convenience
                                            translation
                                              into US
                                              dollar

                                   2009        2009         2008       2008
                               NIS millions     US$     NIS millions    NIS
                                             millions                millions
                               (Unaudited) (Unaudited) (Unaudited)  (Audited)

    Revenues                        1,561         373        1,595     6,417
    Cost of revenues                  806         193          879     3,402

    Gross profit                      755         180          716     3,015

    Selling and marketing
    expenses                          157          38          156       701
    General and administrative
    expenses                          154          37          154       659
    Other (income) expenses,
    net                                 2           -         (18)      (29)

    Operating income                  442         105          424     1,684

    Financing income                   60          14           62        83
    Financing expenses               (32)         (7)        (107)     (393)
    Financing costs, net               28           7         (45)     (310)

    Income before income tax          470         112          379     1,374
    Income tax                        122          29          106       389

    Net income                        348          83          273       985

    Earnings per share
    Basic earnings per share
    in NIS                           3.54        0.85         2.80     10.08

    Diluted earnings per share
    in NIS                           3.51        0.84         2.76      9.92




                               Cellcom Israel Ltd.

                            (An Israeli Corporation)

                 Condensed Consolidated Statements of Cash Flows


                                     Three- month period ended         Year
                                             March 31,                 ended
                                                                     December
                                                                        31,
                                            Convenience
                                            translation
                                              into US
                                              dollar
                                   2009        2009         2008       2008
                               NIS millions     US$     NIS millions    NIS
                                             millions                millions
                               (Unaudited) (Unaudited) (Unaudited)  (Audited)

    Cash flows from operating
    activities
    Net income for the period         348          83          273       985

    Adjustments to reconcile
    net income to funds
    generated from operations:
    Depreciation                      121          29          144       570

    Amortization                       46          11           43       181

    Capital gain on sale of
    land                                -           -          (9)       (9)

    Loss (gain) on sale of
    assets                              2           1          (9)       (9)

    Income tax expense                122          29          106       389

    Financial (income) costs,
    net                              (28)         (7)           45       310

    Share based payments                -           -            4        28

    Changes in operating
    assets and liabilities:
    Changes in inventories            (9)         (2)            9       112

    Changes in trade
    receivables (including
    long-
    term amounts)                    (39)         (9)         (87)     (117)

    Changes in other
    receivables (including
    long-
    term amounts)                    (25)         (6)          (9)      (34)

    Changes in trade payables
    and accrued expenses               66          15        (177)     (271)

    Changes in other
    liabilities (including
    long-term
    amounts)                            9           2           30        99

    Payments for inventory
    hedging contracts, net              5           1          (9)      (38)

    Proceeds from (payments
    for) derivative
    contracts, net                     24           6          (5)        18

    Income tax paid                  (90)        (21)        (161)     (451)

    Net cash from operating
    activities                        552         132          188     1,763

    Cash flows from investing
    activities
    Acquisition of property,
    plant, and equipment            (112)        (27)        (118)     (429)

    Acquisition of intangible
    assets                           (47)        (11)         (54)     (175)

    Payments for derivative
    hedging contracts, net              -           -          (5)      (17)

    Proceeds from sales of
    property, plant and
    equipment                           -           -           13        19

    Interest received                   -           -           10        17

    Proceeds from sale of long
    term receivables                    -           -           37        39

    Net cash used in investing
    activities                      (159)        (38)        (117)     (546)



                               Cellcom Israel Ltd.

                            (An Israeli Corporation)

              Condensed Consolidated Statements of Cash Flows (cont'd)


                                     Three-month period ended         Year
                                             March 31,                ended
                                                                     December
                                                                        31,
                                            Convenience
                                            translation
                                              into US
                                              dollar
                                   2009        2009         2008       2008
                               NIS millions     US$     NIS millions    NIS
                                             millions                millions
                               (Unaudited) (Unaudited) (Unaudited)  (Audited)

    Cash flows from financing
    activities
    Proceeds from derivative
    contracts, net                      4           1            7        31

    Repayment of long-term
    loans from banks                    -           -        (648)     (648)

    Repayment of Debentures         (164)        (39)            -     (125)

    Proceeds from issuance of
    debentures, net of
    issuance costs                      -           -          589       589

    Dividend paid                   (270)        (64)         (16)   (1,525)

    Interest paid                    (86)        (21)         (88)     (175)

    Net cash used in financing
    activities                      (516)       (123)        (156)   (1,853)

    Changes in cash and cash
    equivalents                     (123)        (29)         (85)     (636)

    Balance of cash and cash
    equivalents at
    beginning of the period           275          65          911       911

    Balance of cash and cash
    equivalents at end of
    the period                        152          36          826       275



                               Cellcom Israel Ltd.

                            (An Israeli Corporation)

    Reconciliation for Non-GAAP Measures

    EBITDA

    The following is a reconciliation of net income to EBITDA:


                                                                 Year
                                Three-month period ended         ended
                                       March 31,               December 31,


                                     Convenience
                                     translation
                                       into US
                                       dollar

                             2009      2009           2008       2008
                             NIS        US$            NIS        NIS
                           millions  millions        millions   millions
                         (Unaudited) (Unaudited)   (Unaudited)  (Audited)

    Net income...............348         83            273         985
    Income taxes.............122         29            106         389
    Financing income.........(60)       (14)           (62)        (83)
    Financing expenses........32          7            107         393
    Other expenses (income)....2          -            (18)        (29)
    Depreciation and
    amortization.............167         40            187         751
    EBITDA...................611        146            593       2,406




    Free Cash Flow

    The following table shows the calculation of free cash flow:



                                                                   Year
                                Three-month period ended           ended
                                      March 31,                 December 31,

                                     Convenience
                                     translation
                                       into US
                                       dollar

                                2009       2009        2008       2008
                                 NIS       US$          NIS        NIS
                              millions   millions     millions   millions
                             (Unaudited) (Unaudited) (Unaudited) (Audited)

    Cash flows from operating
    activities...................552       132          188       1,763
    Cash flows from investing
    activities..................(159)      (38)        (117)       (546)
    Free Cash Flow...............393        94           71       1,217


(1) Please see "Use of Non-GAAP financial measures" section at the end of this press release.

(2) In order to estimate the Company's market share, the Company was required to estimate the number of subscribers of one additional Israeli cellular operator Mirs Communications Ltd. ("Mirs"), as at March 31, 2009, since Mirs does not publish this information.

    Company Contact

    Shiri Israeli
    Investor Relations Coordinator
    investors@cellcom.co.il
    Tel: +972-52-998-9755

    Investor Relations Contact
    Ehud Helft / Ed Job
    CCGK Investor Relations
    ehud@gkir.com / ed.job@ccgir.com
    Tel: (US) +1-866-704-6710 / +1-646-213-1914


SOURCE Cellcom Israel Ltd.

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