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Cellcom Israel Announces Second Quarter 2010 Results

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Posted August 26, 2010

    NETANYA, Israel, August 26, 2010 /PRNewswire-FirstCall/ --

    - Cellcom Israel Presents an Increase in Revenues, Operating Income,
      EBITDA, EBITDA Margin and Net Income

    - EBITDA[1] up by 7.1%; EBITDA Margin 40.3%
    - Net Income up by 17.7%
    - Cellcom Israel Declares a Second Quarter Dividend of NIS 3.13 per
      Share (Totals Approx. NIS 310 Million)

    Second Quarter 2010 Highlights (compared to the second quarter 2009):

    - Total Revenues from services increased 5.5% to NIS 1,498 million
      ($387 million)

    - Revenues from content and value added services (including SMS)
      increased 28.7%, reaching 18% of services revenues

    - Total Revenues (including revenues from end-user equipment)
      increased 5.2% to NIS 1,691 million ($436 million)

    - EBITDA increased 7.1% to NIS 682 million ($176 million);
      EBITDA margin 40.3%, up from 39.6%

    - Operating income increased 12.4% to NIS 499 million ($129 million)

    - Net income increased 17.7% to NIS 326 million ($84 million)

    - Subscriber base increased approx. 28,000 during the second
      quarter 2010, all post-paid subscribers; reaching approx. 3.341
      million at the end of June 2010

    - 3G subscribers reached approx. 1.076 million at the end of
      June 2010, net addition of approx. 39,000 in the second quarter 2010

    - The Company Declared second quarter dividend of NIS 3.13 per share

Cellcom Israel Ltd. (NYSE: CEL TASE: CEL) ("Cellcom Israel", the "Company"), announced today its financial results for the second quarter of 2010. Revenues for the second quarter 2010 totaled NIS 1,691 million ($436 million); EBITDA for the second quarter 2010 totaled NIS 682 million ($176 million), or 40.3% of total revenues; and net income for the second quarter 2010 totaled NIS 326 million ($84 million). Basic earnings per share for the second quarter 2010 totaled NIS 3.30 ($0.85).

Commenting on the results, Amos Shapira, Chief Executive Officer said, "In the second quarter of 2010, Cellcom Israel continued to present strong performance with solid growth in revenues, EBITDA, EBITDA margin, operating income, net income and subscriber base.

Furthermore, airtime minutes grew 5.6%, year over year, in the second quarter compared with a 3.4% growth in the second quarter of 2009. Service revenues grew 5.5%, year over year, this quarter compared with a 0.7% growth in the second quarter of 2009. In the second quarter 2010, we continued to expand our 3G subscriber base, reaching 1.076 million at the end of June 2010, representing 32.2% of our total subscriber base.

    These positive results are a testament to our strategy of focusing on
cellular communications while being committed to delivering quality customer
service. Despite continued competition and many challenges in our industry,
we have maintained our position as market leader. We will continue to work
according to our strategy so that we can maximize our performance. So far, we
have succeeded in generating growth and entering into areas, such as landline
services to the business segment, which led to higher revenues and increased
profitability. Indeed, we are happy to announce that we have won the
Accountant General's tender for landline services. This, along with the
Israeli Defense Force tender won a year ago, reflect the momentum in our
landline services, regarding our technological capability, level of service
and customer satisfaction. We will also continue to leverage our core
business through new synergetic growth opportunities, while prudently
managing expenses. Furthermore, we are preparing ourselves to enter the
financial services market, on which we have recently reported. It is only the
beginning of this initiative, but with our leading partners, Citi Group and
Isracard Group, we believe that together we will take advantage of the
additional untapped opportunities of the cellular device. Finally, the
completion of the acqusition of Dynamica's assets and operation and its
successful integration, indicates that it was a right move, which has already
contributed to Cellcom Israel's results.

We are awaiting the results of the Ministry of Communications' (MoC) hearing regarding the decrease of the interconnect tariff to cellular operators[2], for which we filed our formal objection. Depending on the outcome, we may continue our case against these proposed changes. Concurrently, we are continuing to develop measures to mitigate, as much as possible, the expected adverse impact of these proposed changes."

    Yaacov Heen, Chief Financial Officer, commented: "This has been a very
strong quarter for Cellcom Israel. We have presented year over year growth in
all key areas, including a 5.2% increase in total revenues, a 28.7% increase
in content and value added services revenues, a 12.4% increase in operating
income, and a 7.1% increase in EBITDA with an EBITDA margin of 40.3%. Net
income for the second quarter increased 17.7% compared to the second quarter
of 2009. The consolidation of Dynamica, our new subsidiary, contributed NIS 8
million to our service revenues and NIS 3 million to our EBITDA. Particularly
encouraging was the growth in ARPU we presented in the second quarter this
year, which was attributed to increased subscribership of post-paid customers
relative to pre-paid, as well as to our acquisition of Dynamica. In the
second quarter 2010, we also continued to present a strong free cash flow[3],
totaling NIS 323 million (excluding the acquisition of the assets and
operation of Dynamica, our free cash flow reached NIS 431 million). This
strong cash flow enables us to distribute a dividend of approximately NIS 310
million, representing approximately 95% of net income for the second quarter,
to our shareholders."

Main Financial and Performance Indicators:

                               Q2/2010 Q2/2009   % Change    Q2/2010  Q2/2009
                                        million NIS            million US$
                                                               (convenience
                                                               translation)
    Total Services revenues      1,498        1,420     5.5%    386.6   366.5
    (including revenues from
    content and value added
    services)
    Revenues from content and
    value added services           269          209    28.7%     69.4    53.9
    Handset and accessories
    revenues                       193          188     2.7%     49.8    48.5
    Total revenues               1,691        1,608     5.2%    436.4   415.0
    Operating Income               499          444    12.4%    128.8   114.6
    Net Income                     326          277    17.7%     84.1    71.5
    Free cash flow[4]              323          400  (19.3%)     83.4   103.2
    EBITDA                         682          637     7.1%    176.0   164.4
    EBITDA, as percent of
    Revenues                     40.3%        39.6%     1.8%
    Subscribers end of period    3,341        3,228     3.5%
    (in thousands)
    Monthly ARPU                 146.6        143.7     2.0%     37.8    37.1
    Average Monthly MOU            338          330     2.4%

    Financial Review
    Revenues for the second quarter of 2010 totaled NIS 1,691 million ($436
million), a 5.2% increase compared to NIS 1,608 million ($415 million) in the
second quarter last year. The increase in revenues resulted mainly from a
5.5% increase in revenues from services, reaching NIS 1,498 million ($387
million) in the second quarter of 2010, up from NIS 1,420 million ($366
million) in the second quarter last year. The higher service revenues
resulted mainly from an increase of approximately 29% in content and value
added services (including SMS) revenues in the second quarter 2010, compared
to the second quarter last year. Revenues from content and value added
services reached NIS 269 million ($69 million), or 18% of service revenues.
Furthermore, the increase in landline services revenues during the quarter
also contributed to the higher service revenues.

Cost of revenues for the second quarter of 2010 totaled NIS 838 million ($216 million), a 2.3% increase from NIS 819 million ($211 million) in the second quarter last year. This increase primarily resulted from a quantitative increase in the number of outgoing calls completed in other operators' networks resulted in an increase in total interconnect fees paid to other operators, and an increase in the cost of content and value added services due to increased usage. These increases were partially offset by a decrease in handsets repair costs due to implemented efficiency measures, as well as a decrease in royalties to the Ministry of Communications resulting from a decline in the royalties' rate.

Gross profit for the second quarter of 2010 increased 8.1% reaching NIS 853 million ($220 million), compared to NIS 789 million ($204 million) in the second quarter of 2009. Gross profit margin for the second quarter 2010 increased to 50.4% from 49.1% in the second quarter last year.

Selling, Marketing, General and Administrative Expenses ("SG&A Expenses") for the second quarter of 2010 totaled NIS 353 million ($91 million), compared to NIS 343 million ($89 million) in the second quarter last year. The increase in SG&A Expenses resulted mainly from an increase in the Company's sales and customer service force, due to, among others, the acquisition of Dynamica, which led to an increase in payroll expenses.

Operating income for the second quarter 2010 increased 12.4%, reaching NIS 499 million ($129 million), compared to NIS 444 million ($115 million) in the second quarter last year.

EBITDA for the second quarter 2010 increased 7.1%, reaching NIS 682 million ($176 million), compared to NIS 637 million ($164 million) in the second quarter of 2009. EBITDA as a percent of total revenues, reached 40.3% compared to 39.6% in the second quarter last year.

    Financing expenses, net for the second quarter 2010 totaled NIS 61
million ($16 million), compared to NIS 67 million ($17 million) in the second
quarter last year, a 9% decrease. The decrease resulted from three main
elements: (1) a gain from currency hedging transactions due to a depreciation
of 4.4% of the NIS against the US dollar in the second quarter of 2010,
compared to a loss from currency hedging transactions in the second quarter
last year due to an appreciation of 6.4% of the NIS against the US dollar in
the second quarter last year; (2) lower Israeli Consumer Price Index, or CPI,
linkage expenses, associated with the Company's debentures, in the second
quarter 2010 compared to the second quarter 2009, resulting mainly from a
lower inflation of 1.3% in the second quarter this year, compared to 1.9% in
the second quarter last year; and (3) a gain on the Company's current
investment in tradable debentures. These three impacts were partially offset
by a decreased income from the CPI hedging transactions in the second quarter
2010 compared to the second quarter last year, due to the lower inflation in
the second quarter of 2010 compared to the second quarter last year, as well
as from lower income from foreign currency differences relating to trade
payables balances in the second quarter 2010, compared to the second quarter
last year, following the changes in the NIS/US dollar exchange rate.

Net Income for the second quarter 2010 increased 17.7% and totaled NIS 326 million ($84 million), compared to NIS 277 million ($71 million) in the second quarter last year. Basic earnings per share for the second quarter 2010 totaled NIS 3.30 ($0.85), compared to NIS 2.82 ($0.73) in the second quarter 2009.

Operating Review

New Subscribers - at the end of June 2010 the Company had approximately 3.341 million subscribers. During the second quarter of 2010 the Company added approximately 28,000 net new subscribers, all of them post-paid subscribers.

In the second quarter of 2010, the Company added approximately 39,000 net 3G subscribers to its 3G subscriber base, reaching approximately 1.076 million 3G subscribers at the end of June 2010, representing 32.2% of the Company's total subscriber base, an increase from the 27.2% 3G subscribers represented of total subscribers at the end of June 2009.

The Churn Rate in the second quarter 2010 was 4.9%, compared to 4.6% in the second quarter last year. The churn for both quarters was primarily impacted by the churn of pre-paid subscribers, characterized by lower contribution, and subscribers with collection problems.

Average monthly subscriber Minutes of Use ("MOU") in the second quarter 2010 totaled 338 minutes, compared to 330 minutes in the second quarter 2009, an increase of 2.4%.

    The monthly Average Revenue per User (ARPU) for the second quarter 2010
totaled NIS 146.6 ($37.8), compared to NIS 143.7 ($37.1) in the second
quarter last year, an increase of 2%. This increase resulted mainly from the
improvement of our subscriber base, reflected by increased subscribership of
post-paid subscribers relative to pre-paid subscribers, as well as from the
consolidation of Dynamica's revenues.

Financing and Investment Review

Cash Flow

    Free cash flow for the second quarter of 2010 totaled NIS 323 million
($83 million), compared to NIS 400 million ($103 million) generated in the
second quarter of 2009. The decrease in free cash flow resulted from payment
of NIS 108 million ($28 million) for the acquisition of the assets and
operation of Dynamica, one of our major dealers. Excluding this payment, our
free cash flow totaled NIS 431 million ($111 million), a 7.8% increase.

Shareholders' Equity

Shareholders' Equity as of June 30, 2010 amounted to NIS 411 million ($106 million), primarily consisting of accumulated undistributed retained earnings.

Investment in Fixed Assets and Intangible Assets

    During the second quarter 2010, the Company invested NIS 255 million ($66
million) in fixed assets and intangible assets (including, among others,
deferred sales commissions and handsets subsidies and investments in
information systems and software), compared to NIS 170 million ($44 million)
in the second quarter 2009. The investment in the second quarter of 2010
includes the payment of NIS 108 million ($28 million) pursuant to the
acquisition of assets and operation of Dynamica.

Dividend

    On August 26, 2010, the Company's board of directors declared a cash
dividend in the amount of NIS 3.13 per share, and in the aggregate amount of
approximately NIS 310 million (the equivalent of approximately $0.82 per
share and approximately $81 million in the aggregate, based on the
representative rate of exchange on August 24, 2010; The actual US$ 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 October 5, 2010), 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 September 20, 2010. The payment date will be October 7, 2010.
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 second quarter of 2010 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, 2009 on Form 20-F, under "Item 8 - Financial Information -
Dividend Policy".

Other developments during the second quarter of 2010 and subsequent to the end of the reporting period

Regulation

Tariff Supervision

    Following the previously reported Israeli Ministry of Communications'
announcement that it is considering reducing interconnect tariffs payable to
cellular operators, in June 2010, the Company filed its formal objection to
the proposed reduction. As previously reported, the Company cannot assess at
this stage the ultimate outcome of the hearing. If the changes as currently
proposed are adopted, they are expected to have a material adverse effect on
the Company's results. Such adverse effects include both the direct effect of
the proposed reduction (the estimated scope of which was previously reported
by the Company) and anticipated loss of outgoing cellular calls (which may
occur due to an arbitrage gap created under the proposed tariff in favor of
landline alternatives, including through the usage of landline based
"callback" services), as well as other effects of the proposed reduction in
interconnect tariffs, such as facilitating the entry of MVNOs and new
operators to the market. The Company intends to take measures to mitigate as
much as possible the expected adverse effects of such proposed changes but
can provide no assurance that these will be successful.

For additional details see the Company's most recent annual report for the year ended December 31, 2009 on Form 20-F under "Item 3. Key Information - D. Risk Factors - Risks related to our business - We operate in a heavily regulated industry, which can harm our results of operations" as well as under "Item 4. Information on the Company - B. Business Overview - Competition" and "Government Regulations -Tariff Supervision" and the Company's immediate report regarding the Company's results of operations in the first quarter of 2010 on form 6-K dated May 17, 2010, under "Other developments during the first quarter of 2010 and subsequent to the end of the reporting period - Regulation - Tariff Supervision".

For additional regulatory changes expected to have additional material adverse effect on the Company's results, see "Other Regulatory developments" below.

    Forward Looking Statement -The information above 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). These forward-looking statements, relating to the reduction of
interconnect tariffs and its impact on the Company's results of operations,
are subject to uncertainties and assumptions about the outcome of the
aforesaid hearing, the actual effects of the reduction (including customer
reaction and substitution of other products) and the Company's ability to
mitigate the expected lost revenues. Any change to the tariff proposed, the
actual effect of the reduction, as well as the Company's ability to mitigate
the expected lost revenues, could lead to materially different outcome than
that set forth above.

Other regulatory developments

In July 2010, the Israeli Government approved the Israeli Economic Policy for the years 2011- 2012, which includes various proposed changes to the regulatory conditions under which the Company operates. These proposed changes include:

    (1) Compulsory national roaming services Existing operators (other than
Mirs Communications Ltd., or Mirs, an existing niche operator) would be
required to provide new operators and Mirs (together: New Operator), with
national roaming services, or the Service, for a period of 7 - 10 years
(subject to certain conditions). If the New Operator and the hosting operator
have not reached an agreement, as to the terms of the Service (including the
consideration), for any reason, until the Service is to commence (after
certain criteria is met) the Service will be provided for the then prevailing
interconnect tariff and subsequently (but no later than February 1, 2012)
shall be determined by the Minister of Communications with the consent of the
Minster of Treasury and applied retroactively. Implementation of this change
and/or mandatory unfavorable terms and consideration for the Service (such as
equal or based on the interconnect tariff), may result in material adverse
effect on our results of operations and reduction in the Company's market
share.

(2) Increased royalties Royalties payable to the MOC in relation to revenues generated from telecommunication services provided under a general license for the provision of cellular services will be increased for a period of 3 years, from 1% in 2010, to 2% in 2011 and 2.5% in 2012 and 2013. This change will not apply to MVNOs.

Additional proposed changes includes: (3) Prohibition on any limitation (including by differential pricing) on the usage of any services and applications on a cellular internet, the capabilities of a cellular handset and the possibility to use a cellular handset in any similar cellular network; (4) Reduction of early termination fees in pricing plans which include a commitment to a predefined period, to a certain amount to be calculated out of the subscriber's average monthly bill and prohibition on demanding full payment of the handset's remaining installments pursuant to early termination; all of which, if adopted, are expected to limit the Company's freedom to conduct its business and may have an adverse effect of the Company's results of operation.

    Proposed changes (1),(3) and (4) above require additional legislative
process by the Israeli Parliament, as they entail amendments to the current
Communication Law or other legislation; Proposed change (2) above requires an
amendment of the applicable regulations by the Minister of Communications and
the Minister of Treasury and the approval of the Israeli Parliament's
economic committee. Other proposed changes, such as to provide VOBoC licenses
by January 1, 2011, including to MVNOs and require cellular operators to
offer data only services, are subject to further examination.

For additional details see the Company's most recent annual report for the year ended December 31, 2009 on Form 20-F under "Item 3. Key Information - D. Risk Factors - Risks related to our business - We operate in a heavily regulated industry, which can harm our results of operations" and " We face intense competition in all aspects of our business", as well as under "Item 4. Information on the Company - B. Business Overview - Competition", "Government Regulations -Tariff Supervision" and "Royalties".

    Forward Looking Statement - The information above 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). These forward-looking statements, relating to the implementation of
the Government resolutions and their influence on the Company's results of
operations, are subject to uncertainties and assumptions regarding the
adoption of such resolutions by the Israeli parliament, relevant committee or
the relevant ministries and the final form of such changes will be adopted,
if adopted.
    MVNO Following the previously reported enactment of the regulations in
January 2010 necessary for the provision of MVNO license, several companies
have applied for an MVNO license and, to date, the Ministry of Communications
has granted MVNO licenses to three Israeli companies: Telecom 365 Ltd.
(wholly owned by a leading Israeli retail chain), Free Telecom Ltd. (also in
possession of a VoBoC trail license) and Ituran Cellular Communications Ltd.
(from Ituran group, the leading company in Israel for tracking and protection
services for vehicles). Mandatory unfavorable terms and consideration for the
hosting MVNOs on the Company's network (such as equal to or based on the
interconnect tariff), may result in additional material adverse effect on the
Company's results of operations.

For additional details see the Company's most recent annual report for the year ended December 31, 2009 on Form 20-F under "Item 3. Key Information - D. Risk Factors - Risks related to our business - We operate in a heavily regulated industry, which can harm our results of operations" and " We face intense competition in all aspects of our business", as well as under "Item 4. Information on the Company - B. Business Overview - Competition" and "Government Regulations - Mobile Virtual Network Operator".

    Cell sites - National Zoning Plan 36 - Following the previously reported
revision process of the National Zoning Plan 36, or the Plan, in June 2010,
the National Council for Planning and Building decided to approve the
proposed changes to the Plan and to submit it for the approval of the Israeli
Government.
    For additional details see the Company's most recent annual report for
the year ended December 31,2009 on Form 20-F, under "Item 3. Key Information
- D. Risk Factors - Risks related to our business - We may not be able to
obtain permits to construct cell sites" as well as under "Item 4. Information
on the Company - B. Business Overview - Government Regulations - Permits for
Cell site Construction -National Zoning Plan 36".

Services and Products - Entry To Financial Services Market

In July 2010, the Company announced its entry to the financial services market including through an innovative "mobile wallet". The first step includes a cooperation agreement with Citibank group, or Citi, that will enable the remittance of funds out of Israel by customers of all cellular operators in Israel, through Citi's platform and worldwide distribution channels. Additional added value services will be provided to the Company's mobile wallet customers through a collaboration between the Company and Isracard group, a leading Israeli credit card company.

    Mr. Amos Shapira, the Company's CEO, commented on the new remittance
service: "The mobile phone is the world's most common computerized retail
point of sale. It is this added value that Citi and the Company intend to
bring to the financial services market." Mr. Shapira further noted that the
Company's entry to the financial services market is consistent with the
Company's business strategy to create growth opportunities and provide added
value to its customers while leveraging the mobility advantage and the
Company's core business and competencies through new synergies. "Leveraging
Citi's international banking and financial capabilities, expertise and
infrastructure and the mobility advantage provided by the Company, together
with its familiarity with the Israeli consumer and close relationship with
its customers, the remittance services are expected to have a non significant
effect on the Company's expenses" added Mr. Shapira.

The mobile wallet is expected to be launched by the end of 2010.

The Company also intends to launch an internet based payment service and is reviewing the launch of additional financial services, such as bill payments and product purchasing through the mobile phone.

    Forward Looking Statement - The information contained in this press
release 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). These forward-looking statements, relating to
the launch of financial services and the impact of the money remittance
services on the Company's expenses, are subject to uncertainties and
assumptions regarding market conditions, Citi's performance and the
regulatory environment. Any change in such factors, could lead to materially
different outcome than that set forth above.

Conference Call Details

    The Company will be hosting a conference call on Thursday, August 26,
2010 at 9:30 am ET, 6:30 am PT, 14:30 UK time, 16:30 Israel 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: 1-888-668-9141   UK Dial-in Number: 0-800-917-5108

    Israel Dial-in Number: 03-918-0610  International Dial-in Number:
                                        +972-3-918-0610

    at: 09:30 am ET; 06:30 am PT; 14:30 UK Time; 16:30 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 3.341 million subscribers
(as at June 30, 2010) 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, 2009.
    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$\New Israeli Shekel (NIS) conversion rate of NIS 3.875 = US$ 1 as published by the Bank of Israel on June 30, 2010.

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 plus short-term investment in marketable debentures. See the reconciliation note at the end of this Press Release.


                             Financial Tables Follow
                               Cellcom Israel Ltd.
                            (An Israeli Corporation)

    Condensed Consolidated Statements of Financial position

                                            Convenience
                                            translation
                                              into US
                                              dollar
                                 June 30,    June 30,     June 30,   December
                                                                        31,
                                   2010        2010         2009       2009
                               NIS millions     US$     NIS millions    NIS
                                             millions                millions
                               (Unaudited)  (Unaudited) (Unaudited) (Audited)
     Assets
     Cash and cash equivalents        585         151        1,223       903
     Current investments,
     including derivatives            414         107           87       272
     Trade receivables              1,588         410        1,537     1,579
     Other receivables                 59          15          114        63
     Inventory                        123          31          115       149

     Total current assets           2,769         714        3,076     2,966

     Trade and other
     receivables                      573         148          620       606
     Property, plant and
     equipment, net                 2,048         529        2,089     2,096
     Intangible assets, net           788         203          716       711

     Total non- current assets      3,409         880        3,425     3,413

     Total assets                   6,178       1,594        6,501     6,379

     Liabilities
     Debentures current
     maturities                       343          88          333       350
     Trade payables and
     accrued expenses                 694         179          759       806
     Current tax liabilities          135          35          128        67
     Provisions                        97          25           57        84
     Other current
     liabilities, including
     derivatives                      372          96          381       405

     Total current liabilities      1,641         423        1,658     1,712

     Debentures                     4,026       1,039        4,266     4,185
     Provisions                        18           5           17        16
     Other long-term
     liabilities                        1           -            -         1
     Deferred taxes                    81          21          148        91

     Total non- current
     liabilities                    4,126       1,065        4,431     4,293

     Total liabilities              5,767       1,488        6,089     6,005

     Shareholders' equity
     Share capital                      1           -            1         1
     Cash flow hedge reserve           (9)         (2)         (11)      (23)
     Retained earnings                419         108          422       396

     Total shareholders' equity       411         106          412       374

     Total liabilities and
     shareholders' equity           6,178       1,594        6,501     6,379


                               Cellcom Israel Ltd.
                            (An Israeli Corporation)

    Condensed Consolidated Statements of Income


                          Six-month period ended
                                 June 30,

                                Convenience
                                translation
                                  into US
                                  dollar
                       2010        2010        2009
                        NIS         US$         NIS
                     millions    millions    millions
                    (Unaudited) (Unaudited) (Unaudited)

    Revenues              3,271         844       3,169
    Cost of
    revenues              1,639         423       1,630

    Gross profit          1,632         421       1,539

    Selling and
    marketing
    expenses                361          93         335
    General and
    administrative
    expenses                314          81         319
    Other expenses,
    net                       1           -           4

    Operating
    income                  956         247         881

    Financing
    income                   47          12         112
    Financing
    expenses               (144)        (37)       (151)
    Financing
    income
    (expenses), net         (97)        (25)        (39)

    Income before
    income tax              859         222         842
    Income tax              219          57         220

    Net income              640         165         622

    Earnings per
    share
    Basic earnings
    per share in
    NIS                    6.47        1.67        6.32

    Diluted
    earnings per
    share in NIS           6.43        1.66        6.27


    (continued)

                         Three-month period ended June 30,       Year ended
                                                                 December 31,
                                   Convenience
                                   translation
                                  into US dollar
                        2010           2010           2009          2009
                    NIS millions   US$ millions   NIS millions  NIS millions
                    (Unaudited)    (Unaudited)    (Unaudited)     (Audited)

    Revenues               1,691            436          1,608         6,483
    Cost of
    revenues                 838            216            819         3,333

    Gross profit             853            220            789         3,150

    Selling and
    marketing
    expenses                 198             51            178           716
    General and
    administrative
    expenses                 155             40            165           660
    Other
    expenses, net              1              -              2             6

    Operating
    income                   499            129            444         1,768

    Financing
    income                    47             12             52           151
    Financing
    expenses                (108)           (28)          (119)         (370)
    Financing
    income
    (expenses),
    net                      (61)           (16)           (67)         (219)

    Income before                                           377
    income tax               438            113                        1,549
    Income tax               112             29            100           367

    Net income               326             84            277         1,182

    Earnings per
    share
    Basic earnings
    per share in
    NIS                     3.30           0.85           2.82         12.01

    Diluted
    earnings per
    share in NIS            3.28           0.85           2.79         11.90


                               Cellcom Israel Ltd.
                            (An Israeli Corporation)

    Condensed Consolidated Statements of Cash Flows


                          Six - month period ended

                                  June 30,
                                 Convenience
                                 translation
                                   into US
                                   dollar
                        2010        2010        2009
                         NIS         US$         NIS
                      millions    millions    millions
                     (Unaudited) (Unaudited) (Unaudited)
    Cash flows from
    operating
    activities

    Net income for
    the period               640         165         622

    Adjustments for:
    Depreciation and
    Amortization             363          94         379
    Share based
    payments                   -           -           -
    Loss (gain) on
    sale of assets             1           -           4
    Income tax
    expense                  219          57         220
    Financial
    (income)
    expenses, net             97          25          39

    Changes in
    operating assets
    and liabilities:
    Changes in
    inventories               (5)         (1)        (28)
    Changes in trade
    receivables
    (including long-
    term amounts)             63          16         (51)
    Changes in other
    receivables
    (including long-
    term amounts)            (13)         (3)        (88)
    Changes in trade
    payables and
    accrued expenses         (36)        (10)        124
    Changes in other
    liabilities
    (including
    long-term
    amounts)                 (13)         (3)         (9)
    Proceeds
    (Payments) for
    derivative
    hedging
    contracts, net           (12)         (3)         17
    Income tax paid         (171)        (44)       (189)
    Net cash from
    operating
    activities             1,133         293       1,040

    (continued)


                          Three- month period ended June 30,      Year ended
                                                                 December 31,
                                     Convenience
                                     translation
                                   into US dollar
                        2010            2010           2009          2009
                    NIS millions    US$ millions   NIS millions  NIS millions
                     (Unaudited)     (Unaudited)   (Unaudited)     (Audited)
    Cash flows
    from operating
    activities

    Net income for
    the period             326              84             277         1,182

    Adjustments
    for:
    Depreciation
    and
    Amortization           182              47             191           755
    Share based
    payments                 -               -               -             1
    Loss (gain) on
    sale of assets           1               -               2             6
    Income tax
    expense                112              29             100           367
    Financial
    (income)
    expenses, net           61              16              67           219

    Changes in
    operating
    assets and
    liabilities:
    Changes in
    inventories              -               -              (3)         (105)
    Changes in
    trade
    receivables
    (including
    long- term
    amounts)               (13)             (3)            (12)          (69)
    Changes in
    other
    receivables
    (including
    long- term
    amounts)                12               3             (63)            2
    Changes in
    trade payables
    and accrued
    expenses                (2)             (1)             58           152
    Changes in
    other
    liabilities
    (including
    long-term
    amounts)               (19)             (5)            (18)           (4)
    Proceeds
    (Payments) for
    derivative
    hedging
    contracts, net          (7)             (2)             12            21
    Income tax
    paid                   (71)            (18)            (99)         (447)
    Net cash from
    operating
    activities             582             150             512         2,080


                               Cellcom Israel Ltd.
                            (An Israeli Corporation)

    Condensed Consolidated Statements of Cash Flows (cont'd)


                          Six - month period ended

                                  June 30,
                                 Convenience
                                 translation
                                   into US
                                   dollar
                        2010        2010        2009
                         NIS         US$         NIS
                      millions    millions    millions
                     (Unaudited) (Unaudited) (Unaudited)
    Cash flows from
    investing
    activities
    Acquisition of
    property, plant,
    and equipment           (212)        (55)       (196)
    Acquisition of
    intangible
    assets                  (100)        (26)        (89)
    Acquisition of
    operation, net
    of cash
    acquired*               (108)        (28)          -
    Change in
    current
    investments, net        (138)        (35)          -
    Proceeds
    (payments) for
    other derivative
    contracts, net**          (8)         (2)         34
    Proceeds from
    sales of
    property, plant
    and equipment              1           -           -
    Interest
    received                   4           1           4
    Net cash used in
    investing
    activities              (561)       (145)       (247)

    Cash flows from
    financing
    activities
    Proceeds from
    derivative
    contracts, net            17           4           4
    Proceeds
    (Payments) for
    short term
    borrowings                (8)         (2)          -
    Repayment of
    debentures              (171)        (44)       (164)
    Proceeds from
    issuance of
    debentures, net
    of issuance
    costs                      -           -         989
    Dividend paid           (611)       (158)       (596)
    Interest paid           (117)        (30)        (78)
    Net cash used in
    financing
    activities              (890)       (230)        155

    Changes in cash
    and cash
    equivalents             (318)        (82)        948
    Balance of cash
    and cash
    equivalents at
    beginning of the
    period                   903         233         275
    Balance of cash
    and cash
    equivalents at
    end of the
    period                   585         151       1,223


    (continued)


                         Three- month period ended June 30,      Year ended
                                                                 December 31,
                                     Convenience
                                     translation
                                   into US dollar
                        2010            2010          2009           2009
                    NIS millions    US$ millions  NIS millions   NIS millions
                     (Unaudited)     (Unaudited)   (Unaudited)     (Audited)
    Cash flows
    from investing
    activities
    Acquisition of
    property,
    plant, and
    equipment             (107)            (27)            (84)         (404)
    Acquisition of
    intangible
    assets                 (42)            (11)            (42)         (173)
    Acquisition of
    operation, net
    of cash
    acquired*             (108)            (28)              -             -
    Change in
    current
    investments,
    net                      -               -               -          (212)
    Proceeds
    (payments) for
    other
    derivative
    contracts,
    net**                   (3)             (1)             10             8
    Proceeds from
    sales of
    property,
    plant and
    equipment                -               -               -             2
    Interest
    received                 1               -               4             5
    Net cash used
    in investing
    activities            (259)            (67)           (112)         (774)

    Cash flows
    from financing
    activities
    Proceeds from
    derivative
    contracts, net           4               1               -            33
    Proceeds
    (Payments) for
    short term
    borrowings              (5)             (1)              -             8
    Repayment of
    debentures               -               -               -          (332)
    Proceeds from
    issuance of
    debentures,
    net of
    issuance costs           -               -             989           989
    Dividend paid         (355)            (92)           (326)       (1,186)
    Interest paid            -               -               8          (190)
    Net cash used
    in financing
    activities            (356)            (92)            671          (678)

    Changes in
    cash and cash
    equivalents            (33)             (9)          1,071           628
    Balance of
    cash and cash
    equivalents at
    beginning of
    the period             618             160             152           275
    Balance of
    cash and cash
    equivalents at
    end of the
    period                 585             151           1,223           903



                                Cellcom Israel Ltd.
                            (An Israeli Corporation)

    Reconciliation for Non-GAAP Measures

    EBITDA

    The following is a reconciliation of net income to EBITDA:

                                                                     Year
                                                                    ended
                                                                   December
                           Three-month period ended June 30,          31,

                                       Convenience
                                       translation
                                         into US
                                          dollar

                            2010          2010          2009          2009                                                                    NIS
                        NIS millions  US$ millions  NIS millions NIS millions
                         (Unaudited)   (Unaudited)   (Unaudited)   (Audited)

    Net income...............326            84            277       1,182
    Income taxes.............112            29            100         367
    Financing income.........(47)          (12)           (52)       (151)
    Financing expenses.......108            28            119         370
    Other expenses.............1             -              2           6
    Depreciation and
    amortization............ 182            47            191         755
    EBITDA...................682           176            637       2,529

    Free Cash Flow

    The following table shows the calculation of free cash flow:


                                                                     Year
                           Three-month period ended June 30,         ended
                                                                    December
                                                                       31,
                                        Convenience
                                        translation
                                         into US
                                          dollar

                             2010          2010           2009      2009
                         NIS millions  US$ millions NIS millions NIS millions
                         (Unaudited)   (Unaudited)   (Unaudited)  (Audited)

Cash flows from operating

    activities..................582           150            510      

2,080

Cash flows from investing

activities.................(259) (67) (110) (774)

short-term Investment in

    tradable debentures...........-             -              -        

212

Free Cash Flow..............323 83 400

1,518

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

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

[2] See "Other developments during the second quarter of 2010 and subsequent to the end of the reporting period", under "Regulation - Tariff Supervision", below, for additional details.

[3] Please see "Use of Non-GAAP financial measures" section at the end of this press release.

[4] Please see "Use of Non-GAAP financial measures" section at the end of this press release. Free cash flow for the second quarter 2010 includes the payment of NIS 108 million ($28 million) for the acquisition of the assets and operation of Dynamica, one of our major dealers, previously reported. Excluding such payment, our free cash flow totaled NIS 431 million ($111 million), a 7.8% increase.

    Company Contact                IR Contacts

    Yaacov Heen                    Porat Saar & Kristin Knies
    Chief Financial Officer        CCG Investor Relations Israel & US
    investors@cellcom.co.il        cellcom@ccgisrael.com
    Tel: +972-52-998-9755          Tel: +1-646-233-2161


SOURCE Cellcom Israel Ltd.


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