Cellcom Israel Announces Fourth Quarter and Full Year 2012 Results

Mon Mar 4, 2013 5:20am EST

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NETANYA,  Israel,  March 4, 2013  /PRNewswire/ --



 

2012 results reflect the continued impact of the heightened competition in the
cellular market

The Company continues to execute its efficiency plan, which led so far to
savings at an annual rate of approximately  NIS 550 million[1]

Cellcom Israel presents a 188% increase in free cash flow[2]for the fourth
quarter of 2012 compared with the fourth quarter last year and a 20.6% increase
in 2012 compared with 2011

-----

2012 Full Year Highlights (compared to 2011[3]):

* Free cash flow  increased by 20.6% to  NIS 1,130 million  ($303 million)
* Total Revenues  decreased 8.7% to  NIS 5,938 million  ($1,591 million)
* Service revenues  decreased 3.7% to  NIS 4,582 million  ($1,228 million)
* EBITDA[2]  decreased 19.1% to  NIS 1,753 million  ($470 million)
* EBITDA margin  29.5%, down from 33.3%
* Operating income  decreased 30.7% to  NIS 985 million  ($264 million)
* Net income  decreased 35.6% to  NIS 531 million  ($142 million)
* Cellular subscriber base  totaled approx. 3.199 million[4]  subscribers (at
the end of  December 2012)

Fourth Quarter 2012 Highlights (compared to fourth quarter of 2011):

* Free cash flow  increased by 188% to  NIS 288 million  ($77 million)
* Total Revenues  decreased 15.5% to  NIS 1,407 million  ($377 million)
* Service revenues  decreased 13.4% to  NIS 1,066 million  ($286 million)
* EBITDA  decreased 12% to  NIS 374 million  ($100 million)
* EBITDA margin  26.6%, up from 25.5%
* Operating income  decreased 7.8% to  NIS 189 million  ($51 million)
* Net income  increased by 48.7% to  NIS 113 million  ($30 million)

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

1. Based on a comparison of fourth quarter 2012 expenses to fourth quarter 2011
expenses.

2. Please see "Use of Non-IFRS financial measures" section in this press
release.

3. The Company's consolidated financial results for 2011 include the results of
Netvision Ltd., or Netvision, for the months September -  December 2011,
following the completion of Netvision's acquisition by the Company, on  August
31, 2011.

4. After removal of approximately 138,000 data applications subscribers (M2M)
from the Company's cellular subscriber base in the fourth quarter of 2012. See
"Cellular subscriber base" section in this press release.

NETANYA, Israel  Cellcom Israel Ltd. (NYSE:  CEL TASE: CEL) ("Cellcom Israel" or
the "Company" or the "Group"), announced today its financial results for the
fourth quarter and full year ended  December 31, 2012. Revenues for the fourth
quarter and full year 2012 totaled  NIS 1,407 million  ($377 million) and  NIS
5,938 million  ($1,591 million), respectively; EBITDA for the fourth quarter
2012 totaled  NIS 374 million  ($100 million), or 26.6% of total revenues, and
for the full year 2012 totaled  NIS 1,753 million  ($470 million), or 29.5% of
total revenues; and net income for the fourth quarter and full year 2012 totaled
 NIS 113 million  ($30 million) and  NIS 531 million  ($142 million),
respectively. Basic earnings per share for the fourth quarter and full year 2012
totaled  NIS 1.14($0.31)  and  NIS 5.34($1.43), respectively.

Commenting on the results, Nir Sztern, the Company's Chief Executive Officer,
said:  "2012 was a year of extensive activity for the Cellcom Group. In that
year we completed the merger process with Netvision, dealt with the increased
competition and adjusted the Group to the new market conditions. These
activities will constitute a key layer for the continued success of the Group in
the coming years.

We completed a complicated merger of two large companies in a remarkable speed
and quality, while achieving all the ambitious goals that we set for ourselves.
Today, the Group operates with a unified headquarters and with sales and service
units offering a wide variety of mobile and landline communications services to
our customers. Netvision's results for 2012, with over 112,000 landline
telephony customers (an increase of approximately 32,000 customers), an increase
in the number of internet (ISP) customers and annual EBITDA of  NIS 283 million,
demonstrate the merger's success.

The Group implements aggressive efficiency measures in all areas of its
operations, which led so far to savings at an annual rate of approximately  NIS
550 million. During 2012, we changed processes, optimized our operations,
reduced headcount and cut expenses, all that while providing a high level of
service in our call and service centers. We intend to continue the efficiency
measures in 2013 as well".

On market competition, Nir Sztern commented:  "During 2012, we successfully
launched the "Cellcom Total" marketing plans, but the low price levels in the
market together with the intensified competition and the transition to offering
of aggressive marketing plans by some of our competitors, led to a significant
decrease in revenues. These trends are expected to further adversely affect the
Company's results of operations in the first quarter of 2013.

Cellcom Israel has been successful in keeping its position as a market leader in
terms of number of cellular subscribers and continues its preparations to
dealing with the challenges of 2013. We will continue to strengthen Cellcom
Israel's position as a leading communications group, which provides
comprehensive communications solutions to the customer".

Yaacov Heen, Chief Financial Officer, commented:  "2012 was a challenging year
for the communications market and for the Company. While we continue
implementing our efficiency plan in order to adjust the Company's expense
structure to the revenue level, we expect further erosion in revenues in the
first quarter of 2013, which will lead to further erosion of profitability.

In the fourth quarter of 2012 we generated free cash flow of  NIS 288 million, a
188% increase compared with the fourth quarter of 2011. We concluded 2012 with
free cash flow of  NIS 1,130 million, a 20.6% increase compared with 2011,
despite the erosion of revenues. The increase in free cash flow in 2012 is
primarily a result of the decrease in purchase of cellular handsets, due to a
significant decrease in sales of such handsets, and the efficiency measures
implemented during the year.

The Company's Board of Directors decided not to distribute a dividend for the
fourth quarter of 2012, in order to further strengthen the Company's balance
sheet at this time of market uncertainty. The Board of Directors will
re-evaluate its decision in the coming quarters as market conditions develop,
and taking into consideration the Company's needs".

Main Consolidated Financial Results for 2012 (compared to 2011 results, which
include Netvision's Results for September through  December 2011  only):

                                         NIS millions     % of  Revenues
                                         2012    2011     2012    2011
    Revenues - Services                   4,582   4,759   77.2%   73.1%
    Revenues - Equipment                  1,356   1,747   22.8%   26.9%
    Total revenues                        5,938   6,506  100.0%  100.0%
    Cost of revenues - Services         (2,450) (2,126) (41.3%) (32.7%)
    Cost of revenues - Equipment        (1,013) (1,282) (17.0%) (19.7%)
    Total cost of revenues              (3,463) (3,408) (58.3%) (52.4%)
    Gross Profit                          2,475   3,098   41.7%   47.6%
    Marketing and Sales Expenses          (865)   (990) (14.6%) (15.2%)
    General and Administration Expenses   (629)   (685) (10.6%) (10.5%)
    Other Income (Expenses), net              4     (1)    0.1%       -
    Operating income                        985   1,422   16.6%   21.9%
    Financing expenses, net               (259)   (293)  (4.4%)  (4.5%)
    Income before Income Tax                726   1,129   12.2%   17.4%
    Income Tax                            (195)   (304)  (3.3%)  (4.7%)
    Net Income                              531     825    8.9%   12.7%
    Free Cash Flow                        1,130     937   19.0%   14.4%
    EBITDA                                1,753   2,167   29.5%   33.3%



table continued

                                                      US$ millions
                                                      (convenience
                                        % Change       translation)
                                                      2012      2011
    Revenues - Services                   (3.7%)     1,228     1,275
    Revenues - Equipment                 (22.4%)       363       468
    Total revenues                        (8.7%)     1,591     1,743
    Cost of revenues - Services            15.2%     (656)     (570)
    Cost of revenues - Equipment         (21.0%)     (272)     (343)
    Total cost of revenues                  1.6%     (928)     (913)
    Gross Profit                         (20.1%)       663       830
    Marketing and Sales Expenses         (12.6%)     (232)     (265)
    General and Administration Expenses   (8.2%)     (168)     (184)
    Other Income (Expenses), net                         1         -
    Operating income                     (30.7%)       264       381
    Financing expenses, net              (11.6%)      (70)      (79)
    Income before Income Tax             (35.7%)       194       302
    Income Tax                           (35.9%)      (52)      (81)
    Net Income                           (35.6%)       142       221
    Free Cash Flow                         20.6%       303       251
    EBITDA                               (19.1%)       470       580




Main Financial Data by Companies:

                                 Cellcom Israel without
 
                                        Netvision
                                                 Change
                                 2012     2011      (%)
                                  NIS millions
    Total revenues              4,891    6,132   (20.2%)
    Service revenues            3,617    4,420   (18.2%)
    Equipment revenues          1,274    1,712   (25.6%)
    Operating Income              907    1,425   (36.4%)
    EBITDA                      1,470    2,084   (29.5%)
    EBITDA, as a percent of
    total revenues              30.1%    34.0%   (11.5%)



TABLE CONTINUED

                                         Consolidation
                                          adjustments  Consolidated
                                 Netvision      (*)        results
                                   2012                      2012
                                            NIS millions
    Total revenues               1,134          (87)        5,938
    Service revenues             1,052          (87)        4,582
    Equipment revenues              82             -        1,356
    Operating Income               182         (104)          985
    EBITDA                         283             -        1,753
    EBITDA, as a percent of
    total revenues               25.0%             -        29.5%



 (*)Include inter-company revenues between Cellcom Israel and Netvision, and
amortization expenses related to intangible assets attributable to the
acquisition of Netvision.

Main Performance Indicators (data refers to cellular subscribers only):

                                             Change
                              2012  2011       (%)
    Cellular subscribers at
    the end of the year (in
    thousands) [5]            3,199 3,349    (4.5%)
    Churn Rate for cellular
    subscribers (in %) [6]    31.5% 25.1%     25.5%
    Monthly cellular ARPU
    (in NIS)                   87.5 106.0   (17.5%)
    Average Monthly cellular
    MOU (in minutes)            390   346     12.7%



Financial Review

Revenues  for 2012 decreased 8.7% totaling  NIS 5,938 million  ($1,591 million),
compared to  NIS 6,506 million  ($1,743 million) last year. The decrease in
revenues is attributed to a 22.4% decrease in equipment revenues, totaled  NIS
1,356 million  ($363 million) in 2012 compared to  NIS 1,747 million  ($468
million) in 2011, as well as a 3.7% decrease in service revenues as a result of
the increased competition in the market, intensified further by the entry of new
operators to the Israeli cellular market, from  NIS 4,759 million  ($1,275
million) in 2011 to  NIS 4,582 million  ($1,228 million) in 2012. These
decreases were partially offset by an increase in Netvision's contribution to
revenues, which totaled  NIS 1,047 million  ($280 million) (excluding
inter-company revenues) in 2012, compared to  NIS 374 million  ($100 million) in
2011. The increase in Netvision's contribution was mainly due to the
consolidation of Netvision's results for September through  December 2011  only
in 2011 (following the completion of the acquisition of Netvision on  August 31,
2011), while in 2012 the Company consolidated Netvision's results for the full
year (hereinafter "difference in the period of consolidation of Netvision's
results").

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

5. Data for 2012 is after removal of approximately 138,000 data applications
subscribers (M2M) from the Company's cellular subscriber base and data for 2011
is after removal of approximately 52,000 cellular subscribers from the Company's
cellular subscriber base, made during the fourth quarters of 2012 and 2011,
respectively. See "Cellular subscriber base" section in this press release.

6. Churn rates for 2012 and 2011 do not include the removal of approximately
138,000 and 52,000 data/cellular subscribers, respectively, from the Company's
cellular subscriber base, made during the fourth quarter of 2012 and 2011,
respectively. See "Churn rate" section in this press release.

The decrease in  service revenues  in 2012 resulted mainly from the ongoing
erosion in the price of cellular services, resulting from the intensified
competition in the cellular market as aforesaid. Most of this decrease was
offset by an increase in Netvision's contribution to service revenues due to the
difference in the period of consolidation of Netvision's results, which totaled 
NIS 965 million  ($259 million) (excluding inter-company revenues) in 2012, as
compared to  NIS 339 million  ($91 million) in 2011. After elimination of
Netvision's contribution to service revenues, service revenues for 2012
decreased 18.2% compared with 2011.

The decrease in  equipment revenues  in 2012 resulted mainly from an
approximately 37% decrease in the number of cellular handsets sold in 2012, as
compared with 2011, due to regulatory changes, which led to the entry of many
competitors to the cellular handsets market. This decrease was partially offset
by a significant increase in revenues from sale of tablets in 2012 compared with
2011. The decrease in equipment revenues was also offset in part by an increase
in Netvision's contribution to equipment revenues due to the difference in the
period of consolidation of Netvision's results, which totaled  NIS 82 million 
($22 million) in 2012, compared to  NIS 35 million  ($9 million) in 2011.

Revenues  for the fourth quarter of 2012 decreased 15.5% totaling  NIS 1,407
million  ($377 million), compared to  NIS 1,665 million  ($446 million) in the
fourth quarter last year. The decrease in revenues is attributed mainly to a
13.4% decrease in service revenues, which totaled  NIS 1,066 million  ($286
million) in the fourth quarter 2012 as compared to  NIS 1,231 million  ($330
million) in the fourth quarter last year. The decrease in revenues also resulted
from a 21.4% decrease in equipment revenues, which totaled  NIS 341 million 
($91 million) in the fourth quarter of 2012 as compared to  NIS 434 million 
($116 million) in the fourth quarter of 2011. Netvision's contribution to
revenues for the fourth quarter of 2012 totaled  NIS 270 million  ($72 million)
(excluding inter-company revenues) compared to  NIS 276 million  ($74 million)
in the fourth quarter of 2011.

The decrease in fourth quarter 2012  service revenues  resulted mainly from a
decrease in cellular services revenues, due to the ongoing erosion in the price
of these services as a result of the intensified competition in the cellular
market. Netvision's contribution to service revenues for the fourth quarter of
2012 totaled  NIS 239 million  ($64 million) (excluding inter-company revenues)
compared to  NIS 247 million  ($66 million) in the fourth quarter of 2011.

The decrease in fourth quarter 2012  equipment revenues  resulted from a 29%
decrease in the number of cellular handsets sold during the fourth quarter of
2012 compared with the fourth quarter of 2011, as well as a 6.5% decrease in the
average cellular handset sell price in the fourth quarter of 2012 as compared to
the fourth quarter of 2011. The decrease in equipment revenues in the fourth
quarter of 2012 was partially offset by an increase in revenues from sale of
tablets. Netvision's contribution to equipment revenues for the fourth quarter
of 2012 totaled  NIS 31 million  ($8 million) compared to  NIS 29 million  ($8
million) in the fourth quarter of 2011.

Cost of revenues  for 2012 totaled  NIS 3,463 million  ($928 million), compared
to  NIS 3,408 million  ($913 million) in 2011, a 1.6% increase. This increase is
attributed mainly to an increase in Netvision's contribution to cost of
revenues, primarily due to the difference in the period of consolidation of
Netvision's results, which totaled  NIS 749 million  ($201 million) (excluding
inter-company expenses) compared to  NIS 264 million  ($71 million) in 2011.
Cost of revenues for 2012 excluding Netvision's contribution decreased 13.7%.
Most of the increase in Netvision's contribution to cost of revenues was offset
by a decrease in cost of cellular services and equipment, mainly the cost of
content and value added services, a decrease in depreciation and amortization
expenses and a decrease in cost of cellular handsets, primarily as a result of a
decrease in the number of cellular handsets sold during 2012 as compared with
2011.

Cost of revenues  for the fourth quarter of 2012 decreased to  NIS 873 million 
($234 million) from  NIS 974 million  ($261 million) in the fourth quarter last
year, a decrease of 10.4%. This decrease resulted from the same reasons as for
the decrease in the annual cost of cellular services and equipment mentioned
above.

Gross profit  for 2012 decreased 20.1% to  NIS 2,475 million  ($663 million)
from  NIS 3,098 million  ($830 million) in 2011. Netvision's contribution to
gross profit for 2012 totaled  NIS 298 million  ($80 million) compared to  NIS
110 million  ($29 million) in 2011, mainly due to the difference in the period
of consolidation of Netvision's results. Gross profit margin for 2012 amounted
to 41.7%, down from 47.6% in 2011. Gross profit for the fourth quarter 2012
decreased 22.7% to  NIS 534 million  ($143 million) from  NIS 691 million  ($185
million) in the fourth quarter of 2011. Gross profit margin for the fourth
quarter 2012 amounted to 38%, down from 41.5% in the fourth quarter of 2011.

Selling, Marketing, General and Administrative Expenses  ("SG&A Expenses") for
2012 decreased 10.8% to  NIS 1,494 million  ($400 million), compared to  NIS
1,675 million  ($449 million) in 2011. SG&A Expenses for 2012 excluding
Netvision's contribution decreased 18.8%. This decrease is primarily the result
of the efficiency measures implemented by the Company, which led to a decrease
in payroll expenses, sales commissions and other expenses. The decrease in sales
commissions also resulted from a decrease in the number of cellular handsets
sold in 2012, as compared with 2011. The decrease in SG&A expenses also resulted
from a decrease in advertising expenses and amortization expenses related to
capitalized sales commissions. These decreases were partially offset by an
increase in Netvision's contribution to SG&A expenses, mainly due to the
difference in the period of consolidation of Netvision's results, which totaled 
NIS 226 million  ($61 million) in 2012, including amortization expenses related
to intangible assets attributable to the acquisition of Netvision, compared to 
NIS 113 million  ($30 million) in 2011.

SG&A Expenses  for the fourth quarter of 2012 decreased 28.3% to  NIS 349
million  ($93 million), compared to  NIS 487 million  ($130 million) in the
fourth quarter of 2011. This decrease resulted from the same reasons as for the
decrease in the annual SG&A expenses mentioned above.

Operating income  for 2012 decreased 30.7% to  NIS 985 million  ($264 million)
from  NIS 1,422 million  ($381 million) in 2011. Netvision's contribution to
operating income in 2012 totaled  NIS 78 million  ($21 million), including
amortization expenses related to intangible assets attributable to the
acquisition of Netvision, compared to a negative contribution of  NIS 3 million 
($1 million) in 2011.  Operating income for the fourth quarter 2012 decreased
7.8% to  NIS 189 million  ($51 million) from  NIS 205 million  ($55 million) in
the fourth quarter of 2011.

EBITDA  for 2012 decreased 19.1% to  NIS 1,753 million  ($470 million) from  NIS
2,167 million  ($580 million) in 2011. EBITDA, as a percent of revenues, totaled
29.5%, down from 33.3% in 2011. Netvision's contribution to EBITDA for 2012
totaled  NIS 283 million  ($76 million) compared to  NIS 83 million  ($22
million) in 2011, mainly due to the difference in the period of consolidation of
Netvision's results. EBITDA for the fourth quarter 2012 decreased 12% totaling 
NIS 374 million  ($100 million) compared to  NIS 425 million  ($114 million) in
the fourth quarter of 2011. EBITDA for the fourth quarter 2012, as a percent of
fourth quarter revenues, totaled 26.6%, up from 25.5% in the fourth quarter of
2011.

Financing expenses, net  for 2012 decreased 11.6% and totaled  NIS 259 million 
($70 million), compared to  NIS 293 million  ($79 million) in 2011. The decrease
resulted from a decrease in Israeli Consumer Price Index (CPI) linkage expenses,
associated with the Company's debentures, due to decreased inflation rate in
2012, compared with 2011, an increase in interest income, associated with
handsets sales, as well as an increase in gains from the Company's investment in
tradable debentures in 2012, compared with 2011. The decrease in financing
expenses, net, also resulted from income from foreign currency exchange
differences related to trade payables in 2012, which resulted mainly from
appreciation of 2.3% of the NIS against the US dollar, compared to loss from
foreign currency exchange differences in 2011, which resulted from depreciation
of 7.7% of the NIS against the US dollar in that year. These effects were
partially offset by an increase in interest expenses, associated with the
Company's debentures, in 2012, compared with 2011, due to the higher debt level
following the issuance of additional debentures in  March 2012. The decrease in
financing expenses, net, was offset in part also by a decrease in deposit
interest income, due to lower deposits balance and decreased interest rate in
2012 compared with 2011.

Financing expenses, net  for the fourth quarter 2012 decreased 31.1% and totaled
 NIS 42 million  ($11 million), compared to  NIS 61 million  ($16 million) in
the fourth quarter of 2011. The decrease resulted mainly from income from
foreign currency exchange differences related to trade payables in the fourth
quarter of 2012, which resulted mainly from appreciation of 4.6% of the NIS
against the US dollar, compared to loss from foreign currency exchange
differences in the fourth quarter of 2011, which resulted from depreciation of
2.9% of the NIS against the US dollar in that quarter. The decrease in financing
expenses, net, also resulted from an increase in CPI linkage income, associated
with the Company's debentures, due to higher deflation rate in the fourth
quarter of 2012, compared with the fourth quarter of 2011. These effects were
partially offset by an increase in loss on the Company's hedging portfolio, and
an increase in interest expenses, associated with the Company's debentures, in
the fourth quarter of 2012 compared with the fourth quarter of 2011, due to a
higher debt level.

Income tax  for 2012 decreased 35.9% to  NIS 195 million  ($52 million) from 
NIS 304 million  ($81 million) in 2011. The decrease in income tax resulted
mainly from a 35.7% decrease in income before income tax, as well as from a
one-time deferred tax expense of approximately  NIS 33 million  ($9 million)
recorded in the fourth quarter of 2011, following an amendment to the Israeli
tax ordinance. The decrease in income tax was partially offset by an increase in
the corporate tax rate, which totaled 25% in 2012 compared to 24% in 2011.

Net Income  for 2012 decreased 35.6% to  NIS 531 million  ($142 million) from 
NIS 825 million  ($221 million) in 2011. Netvision's contribution to net income
increased from  NIS 4 million  ($1 million) in 2011 to  NIS 67 million  ($18
million) in 2012, mainly due to the difference in the period of consolidation of
Netvision's results.  Net income for the fourth quarter 2012 increased 48.7% to 
NIS 113 million  ($30 million) from  NIS 76 million  ($20 million) in the fourth
quarter of 2011, as a result of one-time adverse effects on the results of the
fourth quarter of 2011, among them, the one-time deferred tax expense recorded
in the fourth quarter of 2011.

Basic earnings per share  for 2012 totaled  NIS 5.34($1.43), compared to  NIS
8.28($2.22)  in 2011. Basic earnings per share for the fourth quarter 2012
totaled  NIS 1.14($0.31), compared to  NIS 0.76($0.20)  in the fourth quarter
last year.

Operating Review

Cellular subscriber base  - at the end of 2012 the Company had approximately
3.199 million cellular subscribers. In the fourth quarter of 2012 the Company
removed approximately 138,000 data applications subscribers (M2M-machine to
machine) from its cellular subscriber base, each of whom generated accumulated
revenues of less than  NIS 1  over a period of six months, after the Company
added such a revenue generation criterion to its subscriber count policy, in
regards to M2M subscribers. After elimination of this removal, during the fourth
quarter of 2012 and the full year 2012, the Company's cellular subscriber base
decreased by approximately 1,000 and 12,000 net cellular subscribers,
respectively.

The  Churn Rate  in 2012 totaled 31.5%, compared to 25.1% in 2011. The churn
rate for the fourth quarter 2012 totaled to 8.7%, compared to 6.0% in the fourth
quarter last year. Both annual and quarterly churn rates were primarily affected
by the intensified competition in the cellular market. Both annual and quarterly
churn rates are excluding the above mentioned removal of data subscribers.

Average monthly cellular  Minutes of Use  per subscriber  ("MOU")  in 2012
totaled 390 minutes, compared to 346 minutes in 2011, an increase of 12.7%. MOU
for the fourth quarter 2012 totaled 428 minutes, compared to 351 minutes in the
fourth quarter 2011, an increase of 21.9%. Both annual and quarterly increases
in the MOU primarily resulted from subscribers' transition to marketing plans,
which include unlimited air time minutes.

The monthly cellular  Average Revenue per User (ARPU)  for 2012 totaled  NIS
87.5($23.4), compared to  NIS 106.0($28.4)  in 2011. ARPU for the fourth quarter
2012 totaled  NIS 82.4($22.1), compared to  NIS 95.4($25.6)  in the fourth
quarter last year. Both annual and quarterly figures were affected, among
others, by the ongoing erosion in the price of cellular services, resulting from
the intensified competition in the cellular market.

Financing and Investment Review

Cash Flow

Free cash flow  for 2012, increased by 20.6% to  NIS 1,130 million  ($303
million), compared to  NIS 937 million  ($251 million) in 2011 (after
elimination of the net cash flows used for the acquisition of Netvision in the
amount of  NIS 1,458 million  ($391 million), net of cash acquired in the amount
of  NIS 120 million  ($32 million)). Free cash flow for the fourth quarter of
2012 increased by 188% totaling  NIS 288 million  ($77 million), compared to 
NIS 100 million  ($27 million) generated in the fourth quarter of 2011. Cash
flows from operating activities for 2012 increased by 23.2%, compared with last
year, mainly due to the significant decrease in sales of cellular handsets,
which led to a decrease in the immediate payment to vendors for handset
purchases, as opposed to spreading the consideration when these handsets are
sold to the Company's subscribers (usually in installments over a period of 36
months). The increase in cash flows from operating activities was partially
offset by a decrease in proceeds from customers due to the decrease in service
revenues in 2012 compared with 2011, resulted from the intensified competition
in the cellular market. An increase in cash flows used for acquisition of fixed
assets in 2012 compared with 2011 offset in part the increase in cash flows from
operating activities.

Total Equity

Total Equity as of  December 31, 2012  amounted to  NIS 500 million  ($134
million), primarily consisting of accumulated undistributed retained earnings of
the Company.

Investment in Fixed Assets and Intangible Assets

During 2012 and the fourth quarter 2012, the Company invested  NIS 537 million 
($144 million) and  NIS 140 million  ($38 million), respectively, in fixed
assets and intangible assets (including, among others, rights of use of
communication lines and investments in information systems and software),
compared to  NIS 520 million  ($139 million) and  NIS 234 million  ($63 million)
in 2011 and the fourth quarter 2011, respectively.

Dividend

On  March 4, 2013, the Company's board of directors decided not to declare a
cash dividend for the fourth quarter of 2012. In making its decision, the board
of directors considered the Company's dividend policy and business status and
determined, that given the continued intensified competition and substantial
changes in pricing and their continued current and expected adverse effect on
the Company's results of operations, the Company should wait for the competitive
situation to clarify, to strengthen the Company's balance sheet and not
distribute a dividend at this time. The board of directors will re-evaluate its
decision in future quarters. No future dividend declaration is 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, 2012  on Form 20-F,
under "Item 8 - Financial Information - A. Consolidated Statements and Other
Financial Information - Dividend Policy".

Debentures

For information regarding the Company's summary of financial liabilities and
details regarding the Company's outstanding debentures as of  December 31, 2012,
see "Disclosure for Debenture Holders" section in this press release.

Conference Call Details

The Company will be hosting a conference call on  Monday, March 4, 2013  at 
10:00 am EST,  07:00 am PST,  15:00 GMT, 17:00  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 0609       International Dial-in Number:  +972 3
918 0609

at:  10:00 am Eastern Time;  07:00 am Pacific Time; 15:00 UK Time; 17:00 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.

Annual report for 2012

Cellcom Israel will be filing its annual report for the year ended  December 31,
2012  (on form 20-F) with the US Securities and Exchange Commission today, 
March 4, 2013. The annual report will be available for download at the Cellcom
Israel's website in the investor relations section of Cellcom Israel's website
at:  http://www.cellcom.co.il. Cellcom Israel will furnish a hard copy to any
shareholder who so requests, without charge. Such requests may be sent through
the Company's website or by sending a postal mail request to Cellcom Israel
Ltd., 10 Hagavish Street, Netanya,  Israel  (attention: Chief Financial
Officer).


About Cellcom Israel

Cellcom Israel Ltd., established in 1994, is the leading Israeli cellular
provider; Cellcom Israel provides its approximately 3.199 million subscribers
(as at  December 31, 2012) 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
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 technical support, account information,
direct to the door parcel delivery services, internet and fax services,
dedicated centers for hearing impaired, etc. Cellcom Israel further provides
through its wholly owned subsidiaries internet connectivity services and
international calling services, as well as 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 the Company, may include projections of the
Company's future financial results, its anticipated growth strategies and
anticipated trends in its business. These statements are only predictions based
on the Company's current expectations and projections about future events. There
are important factors that could cause the Company's 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 the Company's license, new
legislation or decisions by the regulator affecting the Company's operations,
new competition and changes in the competitive environment, the outcome of legal
proceedings to which the Company is a party, particularly class action lawsuits,
the Company's ability to maintain or obtain permits to construct and operate
cell sites, and other risks and uncertainties detailed from time to time in the
Company's filings with the U.S. Securities and Exchange Commission, including
under the caption "Risk Factors" in its Annual Report for the year ended 
December 31, 2012.  

Although the Company believes the expectations reflected in the forward-looking
statements contained herein are reasonable, it cannot guarantee future results,
level of activity, performance or achievements. Moreover, neither the Company
nor any other person assumes responsibility for the accuracy and completeness of
any of these forward-looking statements. The Company assumes no duty to update
any of these forward-looking statements after the date hereof to conform its
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 New Israeli Shekel (NIS)\US$ exchange rate of  NIS 3.733  =  US$ 1  as
published by the Bank of  Israel  for  December 31, 2012.


Use of non-IFRS financial measures

EBITDA  is a non-IFRS measure and is defined as income before financing income
(expenses), net; other income (expenses), net; income tax; depreciation and
amortization and share based payments. 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-IFRS measure and is defined as the net cash provided by
operating activities minus the net cash used in investing activities excluding
short-term investment in tradable debentures and deposits and proceeds from
sales of such debentures (including interest received in relation to such
debentures) and deposits. See the reconciliation note in this Press Release.

Financial Tables Follow


Cellcom Israel Ltd.

 (An Israeli Corporation)

Consolidated Statements of Financial Position

                                                              Convenience
                                                              translation
                                                                     into
                                                                US dollar
                                       December    December
                                            31,         31,  December 31,
                                           2011        2012          2012
                                            NIS         NIS
                                       millions    millions  US$ millions
 
    Assets
    Cash and cash equivalents               920       1,414           379
    Current investments, including
    derivatives                             290         493           132
    Trade receivables                     1,859       1,856           497
    Other receivables                        93          67            18
    Inventory                               170         112            30
 
    Total current assets                  3,332       3,942         1,056
 
    Trade and other receivables           1,337       1,219           327
    Property, plant and equipment,
    net                                   2,168       2,077           556
    Intangible assets, net                1,680       1,515           406
    Deferred tax assets                      40          34             9
 
    Total non- current assets             5,225       4,845         1,298
 
    Total assets                          8,557       8,787         2,354
 
    Liabilities
    Short term credit and current
    maturities of long term loans
    and debentures                          674       1,129           302
    Trade payables and accrued
    expenses                              1,026         827           221
    Current tax liabilities                  69          87            23
    Provisions                              148         175            47
    Other payables, including
    derivatives                             547         492           132
    Dividend declared                       189           -             -
 
    Total current liabilities             2,653       2,710           725
 
    Long-term loans from banks               19          10             3
    Debentures                            5,452       5,368         1,438
    Provisions                               21          21             6
    Other long-term liabilities              41          21             6
    Liability for employee rights
    upon retirement, net                     10          12             3
    Deferred tax liabilities                174         145            39
 
    Total non- current liabilities        5,717       5,577         1,495
 
    Total liabilities                     8,370       8,287         2,220
 
    Equity attributable to owners
    of the Company
    Share capital                             1           1             -
    Cash flow hedge reserve                   7         (12)           (3)
    Retained earnings                       175         509           136
 
    Non-controlling interest                  4           2             1
 
    Total equity                            187         500           134
 
    Total liabilities and equity          8,557       8,787         2,354
 




Cellcom Israel Ltd.

(An Israeli Corporation)

Consolidated Statements of Income

                                                            Convenience
                                                            translation
                                                                   into
                                                              US dollar
                            Year
                           ended   Year ended  Year ended    Year ended
                        December     December    December
                             31,          31,         31,  December 31,
                            2010         2011        2012          2012
                             NIS          NIS         NIS
                        millions     millions    millions  US$ millions
 
    Revenues               6,662        6,506       5,938         1,591
    Cost of revenues      (3,322)      (3,408)     (3,463)         (928)
 
    Gross profit           3,340        3,098       2,475           663
 
    Selling and
    marketing
    expenses                (756)        (990)       (865)         (232)
    General and
    administrative
    expenses                (641)        (685)       (629)         (168)
    Other income
    (expenses), net           (5)          (1)          4             1
 
    Operating profit       1,938        1,422         985           264
 
    Financing income         106          116         181            48
    Financing
    expenses                (336)        (409)       (440)         (118)
    Financing
    expenses, net           (230)        (293)       (259)          (70)
 
    Profit before
    taxes on income        1,708        1,129         726           194
 
    Taxes on income         (417)        (304)       (195)          (52)
    Profit for the
    year                   1,291          825         531           142
    Attributable to:
    Owners of the
    Company                1,291          824         530           142
    Non-controlling
    interests                  -            1           1             -
    Profit for the
    year                   1,291          825         531           142
 
    Earnings per
    share
    Basic earnings
    per share (in
    NIS)                   13.04         8.28        5.34          1.43
 
    Diluted earnings
    per share (in
    NIS)                   12.98         8.28        5.33          1.43
 



Cellcom Israel Ltd.

(An Israeli Corporation)

Consolidated Statements of Cash Flows

                                                                Convenience
                                                                translation
                                                                       into
                                                                  US dollar
                            Year ended  Year ended  Year ended   Year ended
                              December    December    December     December
                                   31,         31,         31,          31,
                                  2010        2011        2012         2012
                                   NIS         NIS         NIS          US$
                              millions    millions    millions     millions
    Cash flows from
    operating activities
    Profit for the year          1,291         825         531          142
    Adjustments for:
    Depreciation and
    amortization                   724         738         765          205
    Share based payment              1           6           7            2
    Loss on sale of
    property, plant and
    equipment                        5           -           2            -
    Gain on sale of shares
    in an associate                  -           -          (6)          (2)
    Income tax expense             417         304         195           52
    Financing expenses, net        230         293         259           70
    Other expenses                   -           2           2            -
 
    Changes in operating
    assets and liabilities:
    Change in inventory              -         (67)         52           14
    Change in trade
    receivables (including
    long- term amounts)            172        (585)        183           49
    Change in other
    receivables (including
    long- term amounts)             (6)         61           6            2
    Change in trade
    payables, accrued
    expenses and provisions        (42)        146         (89)         (23)
    Change in other
    liabilities (including
    long-term amounts)             (16)        (52)        (92)         (24)
    Proceeds from (payments
    for) derivative hedging
    contracts, net                 (16)        (14)         20            5
    Income tax paid               (380)       (325)       (209)         (56)
    Income tax received              -           -          15            4
    Net cash from operating
    activities                   2,380       1,332       1,641          440
 
    Cash flows from
    investing activities
    Acquisition of
    property, plant, and
    equipment                     (441)       (333)       (457)        (122)
    Acquisition of
    intangible assets             (180)        (99)        (97)         (26)
    Acquisition of activity       (108)          -           -            -
    Acquisition of
    subsidiary, net of cash
    acquired                         -      (1,458)          -            -
    Change in current
    investments, net              (154)        197        (212)         (57)
    Proceeds from (payments
    for) other derivative
    contracts, net                 (17)          1           9            2
    Proceeds from sale of
    property, plant and
    equipment                        2           3           7            2
    Interest received                9          33          35            9
    Proceeds from sale of
    shares in a
    consolidated company             -           -           7            2
    Net cash used in
    investing activities          (889)     (1,656)       (708)        (190)
 




Cellcom Israel Ltd.

(An Israeli Corporation)

Consolidated Statements of Cash Flows (cont.)

                                                                  Convenience
                                                                  translation
                                                                         into
                                                                    US dollar
                         Year ended    Year ended    Year ended    Year ended
                       December 31,  December 31,  December 31,  December 31,
                               2010          2011          2012          2012
                       NIS millions  NIS millions  NIS millions  US$ millions
 
    Cash flows from
    financing
    activities
    Proceeds from
    (payments for)
    derivative
    contracts, net               34            11          (12)           (3)
    Repayment of long
    term loans from
    banks                        (8)           (4)         (16)           (4)
    Repayment of
    debentures                 (343)         (354)        (660)         (177)
    Proceeds from
    issuance of
    debentures, net of
    issuance costs                -         2,165          992           265
    Dividend paid            (1,319)         (858)        (391)         (105)
    Interest paid              (225)         (245)        (352)          (94)
 
    Net cash from
    (used in)
    financing
    activities               (1,861)          715         (439)         (118)
 
    Cash balance
    presented under
    assets held for
    sale                          -            (4)           -             -
 
    Changes in cash
    and cash
    equivalents                (370)          387          494           132
 
    Cash and cash
    equivalents as at
    the beginning of
    the year                    903           533          920           247
 
    Cash and cash
    equivalents as at
    the end of the
    year                        533           920        1,414           379
 




Cellcom Israel Ltd.

 (An Israeli Corporation)

Reconciliation for Non-IFRS Measures

EBITDA

The following is a reconciliation of net income to EBITDA:

                                                                Convenience
                                                                 translation
                                                                   into US
                                                                    dollar
                                                                  Year ended
                                 Year ended December 31          December 31
                              2010      2011        2012            2012
                               NIS       NIS        NIS
                            millions  millions    millions      US$ millions
 
    Net income                  1,291       825          531            142
    Income taxes                  417       304          195             52
    Financing income            (106)     (116)        (181)           (48)
    Financing expenses            336       409          440            118
    Other expenses
    (income)                        5         1          (4)            (1)
    Depreciation and
    amortization                  724       738          765            205
    Share based
    payments                        -         6            7              2
    EBITDA                      2,667     2,167        1,753            470
 



Free cash flow

The following table shows the calculation of free cash flow:

                                                             Convenience
                                                              translation
                                                                into US
                                                                dollar
                                                               Year ended
                                 Year ended December 31       December 31
                             2010      2011        2012          2012
                             NIS       NIS        NIS
                           millions  millions    millions    US$ millions
 
    Cash flows from
    operating
    activities              2,380     1,332        1,641          440
    Cash flows from
    investing                          
    activities              (889)   (*)(198)        (708)         (190)
    short-term
    Investment in
    (sale of) tradable
    debentures               154      (197)     (**)197            53
    Free cash flow         1,645       937        1,130           303
 



(*)  After elimination of the net cash flows used for the acquisition of
Netvision in the amount of  NIS 1,458 million  (net of cash acquired in the
amount of  NIS 120 million).

(**)  Net of interest received in relation to tradable debentures.

Cellcom Israel Ltd.

Disclosure for debenture holders as of  December 31, 2012

                      Principal
            Original  on the
            Issuance  Date of
    Series  Date      Issuance  As of 31.12.2012
                                Principal
                                          Linked
                                Balance   Principal
                                on Trade  Balance
    B(4) ** 22/12/05
            02/01/06*
            05/01/06*
            10/01/06*
            31/05/06*   925.102   925.102 1,094.657
    C       07/10/07
            03/02/08*       326    36.222    41.818
    D **    07/10/07
            03/02/08*
            06/04/09*
            30/03/11*
            18/08/11* 2,423.075 2,423.075 2,797.456
    E **    06/04/09
            30/03/11*
            18/08/11* 1,798.962 1,499.135 1,499.135
    F(4)    20/03/12    714.802   714.802   725.112
    (5) **
            
    G(4)    20/03/12    285.198   285.198   285.198
    (5)     
    Total             6,473.139 5,883.534 6,443.376



Aggregation of the information regarding the debenture series issued by the
company (1), in million NIS

TABLE CONTINUED

                                                    
    Series                                      As of 31.12.2012
                          Debenture
               Interest     Balance             Principal Linked
            Accumulated    Value in  Market    Balance   Principal
               in Books    Books(2)  Value     on Trade  Balance
    B(4) **      57.224   1,151.881   953.299   740.081   875.725
    C             0.643      42.462    42.456         -         -
    D **         72.793   2,870.249 3,112.925 2,423.075 2,797.456
    E **         92.412   1,591.547 1,273.186 1,199.308 1,199.308
    F(4)
    (5) **
                 15.469     740.580   789.642   714.802    725.11
    G(4)
    (5)           9.427     294.625   313.689   285.198   285.198
    Total       247.968   6,691.344 6,485.197 5,362.464 5,882.797



TABLE CONTINUED

                                                            Trustee
                        Principal         Interest
            Interest    Repayment Dates   Repayment         Contact
    Series  Rate(fixed) (3)               Dates     Linkage Details
                        From     To
                                                            Hermetic
                                                            Trust (1975)
                                                            Ltd. Meirav
                                                            Ofer Oren.
                                                            113 Hayarkon
                                                            St., Tel
                                                    Linked  Aviv. Tel:
    B(4) **       5.30% 05.01.13 05.01.17 January 5 to CPI  03-5274867.
                                                            Reznik, Paz,
                                                            Nevo Trusts
                                                            Ltd.
                                                            Accountant
                                                            Yossi
                                                            Reznik. 14
                                          March 1           Yad Haruzim
                                          and               St., Tel
                                          September Linked  Aviv. Tel:
    C             4.60% 01.03.09 01.03.13 1         to CPI  03-6393311.
                                                            Hermetic
                                                            Trust (1975)
                                                            Ltd. Meirav
                                                            Ofer Oren.
                                                            113 Hayarkon
                                                            St., Tel
                                                    Linked  Aviv. Tel:
    D **          5.19% 01.07.13 01.07.17 July 1    to CPI  03-5274867.
                                                            Hermetic
                                                            Trust (1975)
                                                            Ltd. Meirav
                                                            Ofer Oren.
                                                            113 Hayarkon
                                                            St., Tel
                                                    Not     Aviv. Tel:
    E **          6.25% 05.01.12 05.01.17 January 5 linked  03-5274867.
                                                            Strauss
                                                            Lazar Trust
                                                            Company
                                                            (1992) Ltd
                                                            Ori Lazar
 
                                                            17 Yizhak
                                          January 5         Sadeh St.,
    F(4)                                                    Tel Aviv.
    (5) **                                and July  Linked  Tel: 03-
                  4.35% 05.01.17 05.01.20 5         to CPI  6237777
                                                            Strauss
                                                            Lazar Trust
                                                            Company
                                                            (1992) Ltd
                                                            Ori Lazar
 
                                                            17 Yizhak
                                          January 5         Sadeh St.,
                                                            Tel Aviv.
    G(4)                                  and July  Not     Tel: 03-
    (5)           6.74% 05.01.17 05.01.19 5         linked  6237777
    Total
 



Comments:

(1) In the reported period, the company fulfilled all terms of the debentures.
The company also fulfilled all terms of the Indentures. In 2012, no cause for
early repayment occurred. Debentures F and G financial covenants  - as of
December 31, 2012  the net leverage (net debt to EBITDA ratio- see definition in
the Company's annual report for the year ended  December 31, 2012  on Form 20-F,
under "Item 5. Operating and Financial Review and Prospects - B. Liquidity and
Capital Resources - Debt Service - Shelf prospectus") was 2.60. (2) Including
interest accumulated in the books. (3) Annual payments, excluding series C, F
and G debentures in which the payments are semi annual. (4) Regarding Debenture
series  B, F and G- the company undertook not to create any pledge on its
assets, as long as debentures are not fully repaid, subject to certain
exclusions. (5) Regarding Debenture series F and G - the company has the right
for early redemption under certain terms (see the Company's annual report for
the year ended  December 31, 2012  on Form 20-F, under "Item 5. Operating and
Financial Review and Prospects- B. Liquidity and Capital Resources - Debt
Service - Shelf prospectus").

(*) On these dates additional debentures of the series were issued, the
information in the table refers to the full series.

(**) Series B, D, E and F are material, which represent 5% or more of the total
liabilities of the Company, as presented in the financial statements.

Cellcom Israel Ltd.

Disclosure for debenture holders as of  December 31, 2012  (cont.)

Debentures Rating    Details*   

                                                     Rating
                            Rating as               assigned
                               of       Rating as    upon      Recent date of
                           31.12.2012     of      issuance of  rating as of
    Series  Rating Company    (1)      04.03.2013  the Series  04.03.2013
 
    B        S&P Maalot       AA-         AA-       AA-        11/2012
    C        S&P Maalot       AA-         AA-       AA-        11/2012
    D        S&P Maalot       AA-         AA-       AA-        11/2012
    E        S&P Maalot       AA-         AA-       AA         11/2012
    F        S&P Maalot       AA-         AA-       AA         11/2012
    G        S&P Maalot       AA-         AA-       AA         11/2012



TABLE CONTINUED

    Additional ratings between original issuance
    and the recent date of rating as of
    Series      04.03.2013 (2)                                
                Rating
    B            5/2006, 9/2007, 1/2008, 10/2008,      AA-, AA,AA-(2)
                 3/2009, 9/2010, 8/2011, 1/2012,
                 3/2012, 5/2012, 11/2012 
         
    C            1/2008, 10/2008, 3/2009, 9/2010,      AA-, AA,AA-(2)
                 8/2011, 1/2012, 3/2012, 5/2012,
                 11/2012 
                         
    D            1/2008, 10/2008, 3/2009, 9/2010,      AA-, AA,AA-(2)
                 8/2011, 1/2012, 3/2012, 5/2012,
                 11/2012 
                         
    E            9/2010, 8/2011, 1/2012, 3/2012,       AA,AA-(2)
                 5/2012, 11/2012   
               
    F            5/2012, 11/2012                       AA,AA-(2)
                
    G            5/2012, 11/2012                       AA,AA-(2)

1In May 2012, S&P Maalot updated the Company's rating from an "ilAA/negative" to
an "ilAA-/negative".2In September 2007, S&P Maalot issued a notice that the AA-
rating for debentures issued by the Company was in the process of recheck with
positive implications (Credit Watch Positive). In October 2008, S&P Maalot
issued a notice that the AA- rating for debentures issued by the Company is in
the process of recheck with stable implications (Credit Watch Stable). This
process was withdrawn upon assignment of AA rating in March 2009. In August
2011, S&P Maalot issued a notice that the AA rating for debentures issued by the
Company is in the process of recheck with negative implications (Credit Watch
Negative). In May 2012, S&P Maalot updated the Company's rating from an
"ilAA/negative" to an "ilAA-/negative". In November 2012, S&P Maalot affirmed
the Company's rating of "ilAA-/negative". For details regarding the rating of
the debentures see the S&P Maalot report dated November 4, 2012.

* Asecurities rating is not a recommendation to buy, sell or hold securities.
Ratings may be subject to suspension, revision or withdrawal at any time,
andeach rating should be evaluated independently of any otherrating.

Cellcom Israel Ltd.

Summary of Financial Undertakings (according to repayment dates) as of  December
31, 2012

a. Debentures issued to the public by the Company and held by the public,
excluding such debentures held by the Company's parent company, by a controlling
shareholder, by companies controlled by them, or by companies controlled by the
Company,  based on the Company's "solo" financial data (in thousand NIS).

                                                              Gross
                                                              interest
                                                              payments
                                                              (without
                                                              deduction
                                Principal payments            of tax)
                                  ILS not
                      ILS linked  linked to Euro
                      to CPI      CPI            Dollar Other
    First year          775,542    290,443   -     -      -     333,349
    Second year         736,559    290,443   -     -      -     275,844
    Third year          736,559    290,443   -     -      -     219,235
    Fourth year         736,559    290,443   -     -      -     162,763
    More than five
    years              1,435,621   572,361   -     -      -     157,155
    Total              4,420,840  1,734,135  -     -      -    1,148,345



b. Private debentures and other non-bank credit, excluding such debentures held
by the Company's parent company, by a controlling shareholder, by companies
controlled by them, or by companies controlled by the Company, based on the
Company's "solo" financial data (in thousand NIS) - None

c. Credit from banks in  Israel  based on the Company's "solo" financial data
(in thousand NIS) - None

d. Credit from banks abroad based on the Company's "solo" financial data (in
thousand NIS) - None

e. Total of sections a - d above, total credit from banks, non-bank credit and
debentures based on the Company's "solo" financial data (in thousand NIS).

                                                              Gross
                                                              interest
                                                              payments
                                                              (without
                                                              deduction
                                Principal payments            of tax)
                                  ILS not
                      ILS linked  linked to Euro
                      to CPI      CPI            Dollar Other
    First year          775,542    290,443   -     -      -     333,349
    Second year         736,559    290,443   -     -      -     275,844
    Third year          736,559    290,443   -     -      -     219,235
    Fourth year         736,559    290,443   -     -      -     162,763
    More than five
    years              1,435,621   572,361   -     -      -     157,155
    Total              4,420,840  1,734,135  -     -      -    1,148,345



f. Out of the balance sheet Credit exposure based on the Company's "solo"
financial data -  None

g. Out of the balance sheet Credit exposure of all the Company's consolidated
companies, excluding companies that are reporting corporations and excluding the
Company's data presented in section f above (in thousand NIS) - None

h. Total balances of the credit from banks, non-bank credit and debentures of
all the consolidated companies, excluding companies that are reporting
corporations and excluding Company's data presented in sections a - d above (in
thousand NIS).

Cellcom Israel Ltd.

Summary of Financial Undertakings (according to repayment dates) as of  December
31, 2012  (cont.)

                                                            Gross
                                                            interest
                                                            payments
                                                            (without
                                                            deduction
                               Principal payments           of tax)
                                 ILS not
                      ILS linked linked   Euro
                      to CPI     to CPI        Dollar Other
    First year            -       8,791    -     -      -      1,103
    Second year           -       5,041    -     -      -       602
    Third year            -       5,041    -     -      -       302
    Fourth year           -         15     -     -      -        -
    More than five
    years                 -         -      -     -      -        -
    Total                 -       18,888   -     -      -      2,007



i. Total balances of credit granted to the Company by the parent company or a
controlling shareholder and balances of debentures offered by the Company held
by the parent company or the controlling shareholder (in thousand NIS).

                                                            Gross
                                                            interest
                                                            payments
                                                            (without
                                                            deduction
                               Principal payments           of tax)
                                 ILS not
                      ILS linked linked   Euro
                      to CPI     to CPI        Dollar Other
    First year            -         12     -     -      -        4
    Second year           -         12     -     -      -        3
    Third year            -         12     -     -      -        2
    Fourth year           -         12     -     -      -        1
    More than five
    years                 -         12     -     -      -        1
    Total                 -         58     -     -      -       11



j. Total balances of credit granted to the Company by companies held by the
parent company or the controlling shareholder, which are not controlled by the
Company, and balances of debentures offered by the Company held by companies
held by the parent company or the controlling shareholder, which are not
controlled by the Company (in thousand NIS).

                                                               Gross
                                                             interest
                                                             payments
                                                             (without
                                                             deduction
                               Principal payments             of tax)
                                 ILS not
                      ILS linked  linked  Euro
                        to CPI    to CPI       Dollar Other
    First year          44,670    9,372    -     -      -     15,275
    Second year         41,864    9,372    -     -      -     12,439
    Third year          41,864    9,372    -     -      -      9,667
    Fourth year         41,864    9,372    -     -      -      6,900
    More than five
    years               67,913    12,652   -     -      -      5,736
    Total              238,175    50,141   -     -      -     50,018



Cellcom Israel Ltd.

Summary of Financial Undertakings (according to repayment dates) as of  December
31, 2012  (cont.)

k. Total balances of credit granted to the Company by consolidated companies and
balances of debentures offered by the Company held by the consolidated companies
(in thousand NIS)

                                                            Gross
                                                            interest
                                                            payments
                                                            (without
                                                            deduction
                               Principal payments           of tax)
                                 ILS not
                      ILS linked linked   Euro
                      to CPI     to CPI        Dollar Other
    First year            -         -      -     -      -      1,234
    Second year           -       26,371   -     -      -      1,234
    Third year            -         -      -     -      -        -
    Fourth year           -         -      -     -      -        -
    More than five
    years                 -         -      -     -      -        -
    Total                 -       26,371   -     -      -      2,468



Company Contact
Yaacov Heen

Chief Financial Officer
investors@cellcom.co.il

Tel: +972-52-998-9755

IR Contacts
Porat Saar

CCG Investor Relations Israel & US
cellcom@ccgisrael.com  

Tel: +1-646-233-2161

.


SOURCE  Cellcom Israel Ltd.

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