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Executives

Gideon Koch – Investor Relations

Haim Romano – Chief Executive Officer

Ziv Leitman – Chief Financial Officer

Analysts

David Kaplan – Barclays Capital Israel

Alexander Balakhnin – Goldman Sachs LLC

Michael Klahr – Citigroup Global Markets

Partner Communications Company Ltd. (PTNR) Q3 2013 Earnings Conference Call November 19, 2013 10:00 AM ET

Operator

Ladies and gentlemen, thank you for standing by. Welcome to the Partner Communications Company Third Quarter 2013 Results Conference Call. All participants are at present in a listen-only mode. (Operator instructions) Following management’s formal presentation, instructions will be given for the question-and-answer session. As a reminder, this conference is being recorded November 19, 2013.

I would now like to turn the call over to Mr. Gideon Koch. Mr. Koch, please begin.

Gideon Koch

Thank you and thank you to all our listeners who are joining us on this conference call to discuss Partner Communications third quarter results for 2013. With me on the call today are Haim Romano, Partner’s CEO, and Ziv Leitman, our CFO. Haim Romano will open the call by presenting the quarterly results and recent developments not really focusing on the network sharing agreements with Hot Mobile. Ziv Leitman will then provide a more detailed explanation of our quarterly financial and operational results; and finally, we’ll move on to the Q&A.

Before we begin, I would like to draw your attention to the fact that all statements in this conference call may be forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended; Section 21E of the U.S. Securities and Exchange Act of 1934, as amended; and the Safe Harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Regarding such forward-looking statements, you should be aware that Partner's actual results might vary materially from those projected in the forward-looking statements. Additional information concerning factors that could cause actual results to differ materially from those in the forward-looking statements are contained in Partner’s press release dated November 19, 2013 as well as Partner’s prior filings with the U.S. Securities and Exchange Commission on Forms 20-F, F-1 and 6-K, as well as the F-3 shelf registration statement, all of which are readily available. Please note, the information in this conference call related to projections or other forward-looking statements is subject to the previous Safe Harbor Statement as of the date of this call.

For your information, this call is being broadcast simultaneously over the Internet and can be accessed through our website at orange.co.il.

I will now turn the call over to Partner’s CEO, Haim Romano. Haim?

Haim Romano

Hello everyone, and welcome to our third quarter 2013 results conference call. 10 days ago we have signed a network sharing agreement with Hot Mobile. We are proud to be the first company in Israel to sign such an agreement and believe it’s a great news for all of us. This agreement will enable us to get a significant CapEx and OpEx saving and of course a huge effect in our EBITDA. Acceleration to LTE rollouts, improvement in coverage and network quality, increased network capacity and significant environment benefits.

Turning to the results of the third quarter, I am encouraged by the initial signs of improvement in our results. We see that 29,000 net adds that we have this quarter on top of our base and the higher ARPU are clear signs that the Company strategy is working. Having said that, the competition is fierce and the competitors still offer aggressive and discriminating offers.

We also continue to invest in our network. This quarter we invested NIS116 million in capital expenditure in our network and IT. Hot Network is now the most advanced and the best for our customers and of course we are LTE ready. This was the key reasons behind the agreement with Hot Mobile. At the same we continue to generate strong free cash flow and continue to reduce our debt.

Net debt has reduced by NIS3.2 billion and net debt to EBITDA is below NIS3 billion. Our commitment is to continue to create value for the benefit of our customers, employees and stakeholders.

And now, I would like to turn the call to our CFO, Mr. Ziv Leitman. Ziv, please.

Ziv Leitman

Thank you, Haim. As Haim mentioned, we are beginning to see early indication of stabilization in the operating environment. This translated into an increasing cellular ARPU by NIS1 million in the third quarter, mainly reflecting a slight duration in price erosion of cellular services together with seasonal effects. In addition, the cellular churn rate for the third quarter of 2013 declined for the third consecutive quarter and the Post-Paid subscriber base grew 24,000 subscribers. This is the first time that Post-Paid subscriber base has grown significantly versus the previous quarter since the beginning of 2011.

Sales revenue for the cellular segment were NIS738 million in the third quarter, an increase of 2% from the second quarter, again mainly explained by a slight moderation in price erosion of cellular services and seasonal effect. Equipment revenue in the third quarter of 2013 were NIS167 million, decreasing by 7% or NIS30 million from the previous quarter. However, we still managed to improve the gross profit from equipment sales by NIS1 million, despite the reduction in revenues. For the fixed line segment service revenue totaled NIS267 million, a decrease of 4% from the second quarter, mainly reflecting the continued pressure, on prices for the fixed line services.

The ISP subscriber base slightly increased in the third quarter for the first time in two years. On the expense side, the Company continued to adjust its cost structure and to implement operation and efficiency measure. In the third quarter this measure led to a decrease in operating expenses, excluding cost of equipment sold and depreciation expenses of NIS4 million compared to the last quarter.

The number of employees on FTE basis at the end of third quarter was 4,153 compared with 4,377 employees at the end of the second quarter. EBITDA increased by NIS4 million, largely a result of increasing cellular service revenues and the reduction in operating expenses, which are partially offset by the decrease in fixed line service revenues.

Financial expenses in the third quarter decreased from the previous quarter by NIS18 million mainly due to foreign exchange gains, which were partially offset by an increase in CPI linkage expenses as a result of the higher inflation rate. Together with the increasing EBITDA the decrease in financial expenses led to net profit rising by NIS18 million to a total of NIS38 million for the quarter.

Free cash flow, before interest payment for the third quarter was NIS273 million. The Company has so far generated NIS763 million in free cash flow over the first nine months of 2013. Cash flow continue to be supported by changes in working capital which this quarter decreased by NIS143 million mainly due to the decreasing trade receivables and the inventory.

At the same time, the Company continue to invest in its network and IT infrastructure, CapEx investment have totaled NIS368 million since the beginning of the year at level broadly unchanged from last year. We also continued to lower the net-debt which already was reduced by approximately NIS0.9 billion over the last 12 months.

I will now be happy to open the call to question, moderator please begin the Q&A.

Question-and-Answer Session

Thank you. Ladies and gentleman at this we will begin the question-and-answer session. (Operator Instructions) The first question is from David Kaplan of Barclays, please go ahead.

Haim Romano

David.

Operator

David, are you there.

David Kaplan – Barclays Capital Israel

Yes sorry, had the mute button on. Three questions I have. Two of them are on regulation recent announcement by the Ministry of Communications and also your network share agreement. And then the second one is just on subscriber acquisition cost, how you see those going forward.

But I’ll start with the other two first. There was the letter send out by the Ministry of Communications about the threshold pricing for new and old customers. It seems as though they are claiming that was illegal, I assume you guys had seen that letter what are you making out of that letter? Where do you think that is going? What is the impact that’s going to have on the market on pricing and the market especially for some of the newer operators; I guess we’ll start with that one.

Haim Romano

Okay. Thank you for the question David. First, we are the only company that does not discriminate between new customers and old customers. We thought it is one of our main principles and advantages that we support our base and we don’t give any advantage to the new customers. I think that this will make the market more rationale because giving those benefits to new customers, led the market to the revolving door that we all see for the last 24 or 20 months.

I think it will bring the market to kind of a new behavior that if you can’t offer something to new customers without affecting your base, you wouldn’t do it. So any new offer that you’re offering to a customer you should offer to your base and then even for the new comers, it’s something that I’m not sure that they will jump to do so. I think it will make them think twice before offering aggressive offers to the market.

For example, three months free offering by one of the player should be offered to their base as well. So I think it will make a big difference between what’s going on in the last 20 months and the question is if the MOC will force it. Letter and declaration is one thing, enforcing it is another thing. So we should wait and see in how the MOC is intending to force this regulation. It’s in the license for the Company that if you read the letter. So we expect that the MOC will force it.

David Kaplan – Barclays Capital Israel

Since you’ve touched on licenses, but touch on network sharing agreement for a second. I know you guys signed a deal with HOT and still subject to approval by both Ministry of Communications. Although you seem to have made comments leaning towards approving it, but also the Antitrust Commissioner, I mean, if we’re not mistaken the way we read the license agreement that HOT Mobile has that they are required to build out the network and they’re going to be doing that with a network sharing agreement. So do you think, do you see this agreement getting approved and if it does get approved again, what is the impact that’s going to have on the overall market two other networks that are already build out there, either them sharing or sharing with one of the other operators. How do you see that playing out and then I guess that also will lead to the third question which should be more perceived.

Haim Romano

I think that if you see what’s going on over the world, it’s obvious that we should go to that direction. You can see even in much of the other countries more than three networks. And the issue of rolling out network in Israel, we know it’s very rare, it’s almost impossible to erect new sites in the middle of the cities. It’s more than costly. It’s impossible because of municipalities and the environment issues. So I can’t see HOT and Golan rolling out real network during the three or five years as their license obligate them to do that.

I think this agreement is good for all of the players in the markets. It’s good for the customers because it will reduce fares in the market, if HOT will save money and not rolling out their network by themselves and counting on us. They will be able to offer better prices. For us of course it’s a lot of savings and improving the EBITDA, so we can compete as well. And of course that I believe that the markets will beneficial out of the LTE roll out and enhancing the technology and other residue will come out of it. So I think that the Ministry of Communications has already declared its support over this issue. We haven’t heard antitrust, but the countrywide antitrust should object it.

At the end of the day it won’t the effect the competition on the country as fast they will be able to present good network without drawing higher cost, the fast that we can be a good competitor. So I can’t see why the antitrust issue should be relevant one we hope that we will be able to convince them.

David Kaplan – Barclays Capital Israel

Okay. Haim, I think we’ll just have to wait and see. They and the Ministry of Communications both surprised us in the past. Ziv, just can you talk a little bit about the impact on cost from the potential of the networking sharing agreement, we think towards next year, we think towards the 4G spectrum option and the roll out of that network, the LTE network?

Ziv Leitman

As it was described in the P&L in the first period, we are going to enjoy from national roaming revenues. So you will see no effect on the OpEx. While in the second period once the NSA will go into effect there will be a mechanism of OpEx sharing and the mechanism is such that half of the OpEx, the total OpEx of both Partner and the JV. Half of the OpEx will be divided 50/50 and half of the OpEx will be divided according to traffic. This is the basic idea.

David Kaplan – Barclays Capital Israel

That’s on the OpEx side, but what about on the CapEx for an LTE network?

Ziv Leitman

Regarding the CapEx, it’s 50/50. So any new CapEx will be divided 50/50 by us and by HOT.

David Kaplan – Barclays Capital Israel

Okay. That’s it from me. Thanks.

Operator

The next question is from Alex Balakhnin of Goldman Sachs. Please go ahead.

Alexander Balakhnin – Goldman Sachs LLC

Yes. Good afternoon. Thank you for the call. The first question is on the potential for the accretion expenses reduction and where you’ve been seeing that the manageable reduction is diminishing. So you now have your quarter cost less and less than the years before and I was just wondering as a business, have you cut all the attractive cost now and the expense basis is how you would like it to be to look like or you will see for the potential for the corp costs and probably to add a different angle to this question. In case of the resumption of the revenue growth and I think really close to that, do you think that you will be able to maintain the cost level at the shift like the big shift level or the revenue growth you will have to probably allow some cost items to that. So if you could walk us through this it would be helpful.

Haim Romano

First, we have plans to reduce cost more than we did this year and there was way to go. And we are looking for other areas that we can reduce cost and we didn’t finish our efficiency plan by all means.

Ziv Leitman

Hi, Alex, but we cannot expect that to see in the future the same savings as well in the past. Regarding headcount you can see that in the last quarter, the number of FTEs, the number of employees on an FTE basis were reduced by 224. Out of the total OpEx if you take the average costs per employee based on our latest 20-F and multiply by the number of employees, you will get roughly to the number of – so the total cost of headcount is about 25% of our expenses, and big chunk of our expenses are beyond our control. It’s like interconnect which is according to duration rent which is long-term contract but we are looking for all kinds of ways to keep the efficiency process. We are moving more and more toward the digital model and now as part of the new retail division we think we can be more efficient in terms of cost benefit and so on. So in order to sum up we can expect more savings but it’s not in the right as it was in the past.

Haim Romano

Just let me add on that, what we I think successfully did as we managed to reduce our cost and positions without hurting our service on a contrary. Well our last surveys indicates that our service level is even getting better, and we will find a way to be more efficient without effecting our service and our competitive position as the best service provider in Israel in the telecommunication industry. Second we are trying to reduce cost in all the areas for example, with rent and rates, saving in electricity and many other issues that we are touching all the time and we believe that there is still a potential of cost reduction ahead of us.

Alexander Balakhnin – Goldman Sachs LLC

May I just follow-up here and ask in the situation your revenues start picking up and grow, do you think that you might have cut some of the cost items past several days. So you would prefer to reveal the cost base or you don’t do the same thing like that.

Haim Romano

Increasing the revenue should not increase the cost base of the company.

Alexander Balakhnin – Goldman Sachs LLC

Okay. And may I just follow-up on the previous question on this economics of automobile sharing agreement and you described in the press release that half of the cost up to 2017 is shared and the other half is shared in a portion of traffic but on this last half can it be a situation that Partner carriers, all the future expenses if the traffic is disproportionate in direction of Partner or it is also sort of a even cost sharing for the second half if…

Haim Romano

You ask about the second half of the OpEx regarding the agreement, right?

Alexander Balakhnin – Goldman Sachs LLC

Yes.

Haim Romano

Okay, if there will be no traffic at all at HOT’s, it means that HOT does not exist if I understand right the question. So there is a minimum limit on traffic that they have to be obligate to. So the reason limited fee that they have to pay and on top of it is according to profit earned.

Alexander Balakhnin – Goldman Sachs LLC

But does this participation in the first half, so basically they carry 25% of the GD costs and from the very beginning, which is the minimal fee and for example if the market share is third of yours in traffic?

Haim Romano

Yes.

Alexander Balakhnin – Goldman Sachs LLC

Then probably they are just share 25% on the…

Ziv Leitman

On the second half.

Haim Romano

Alex, let’s take a simple example. Let’s assume that their traffic is 25%. So their total participation will be 37% and we will be bearing 63%.

Alexander Balakhnin – Goldman Sachs LLC

So they participate in this course disproportionate?

Haim Romano

Yes.

Alexander Balakhnin – Goldman Sachs LLC

Like in disproportionate [indiscernible] for their revenue – sorry their traffic share as well?

Haim Romano

Yes, on the OpEx only. CapEx is 50/50. It’s a mechanism that’s part of it. It’s fixed and part of it is verbal according to the traffic.

Alexander Balakhnin – Goldman Sachs LLC

Thank you.

Haim Romano

This was the logic behind this model.

Alexander Balakhnin – Goldman Sachs LLC

Yes, I see. Thanks.

Operator

The next question is from Michael Klahr of Citibank. Please go ahead.

Michael Klahr – Citigroup Global Markets

Hi, good afternoon. My question is about the HOT agreement. I think you’ve made a comment in your remarks that there is a potential for HOT to pas that onto customers in the form of lower prices. And my question is, are you worried that if you’re able to take cost out of the business in terms of CapEx or OpEx, but on the longer-term view, you’ve actually taken any network differential which you may have previously. And there is a risk, there is any savings you make or pass onto customers in the form of lower prices over the longer term?

Haim Romano

First, I want to add to my comment before that we see that this agreement will help not just us, the Ministry of Communication with the threat that we have for generation frequencies and of course, there are issues that I mentioned before. Regarding to our competitive advantage, I think the competitive advantage is not just because of the size here and there, the co-network and the products are still under our control of course and we are not afraid from losing our competitive advantage in that perspective. Because technology wise, we will still be ahead of others and because of our engineering and our regular engineers and our system products of course.

Regarding the fares today they are paying to what we are read more then NIS200 million per year as it doesn’t stop them for representing very, very low price to the market. So you expect them to be more rationale but they didn’t do that and I think that it’s moreover they will get our network and get their license fee and they will be able to compete on the right way. We believe that the market will be more rational.

But I don’t think that this will encourage them or stop them.

Michael Klahr – Citigroup Global Markets

Okay, and can you explain the points about your – I mean can you give us some color in sense of you think you still can maintain the network advantage process, what is that actually consists that I mean what’s the – I’m still thinking that this is most of – when you talked about the non-core networks, we are talking about most of the CapEx and…

Haim Romano

The non-core network is the size themselves, if you talk about the passive sites, not the rates you have included. If you look about the Axis, it’s the RVS and the antennas included but not the core network, was the resolution included but not the core network.

The differentiation should be over the network with the enhancing the abilities of our core network and optimization of the network, everyone of the company’s will do the optimization for himself. As a coverage is not an issue to them in Israel, it’s not an advantage of coverage. In the early days coverage was an issue, today coverage is not an issue. So we don’t think that we’re going to loose any of our competitive advantage with this joint venture.

On the other end, you just see competition today, except of our cell phone and telephone nobody’s talking about quality of network or speed of network and such items like that, everybody is talking about pricing, campaigns and products.

Michael Klahr – Citigroup Global Markets

Yes, and so that…

Haim Romano

You see that HOT and HOT is running on telephone and having their own network but they are not talking about their network and not enhancing their advantage in that prospect. So it’s more than – it’s more than just using the same sites or the same antennas.

Michael Klahr – Citigroup Global Markets

Okay, sounds good, you are right, you are giving up coverage but you’re maintaining your quality.

Ziv Leitman

Right.

Michael Klahr – Citigroup Global Markets

Okay. All right thanks and my another question on the pricing side, is that – if I look at offers in the market, are you continuing – I mean some it looks if the market we look compare is currently as compared to as it’s ever been in times of installed pricing, I think perhaps you stand out, as one company which is, you all pricing or your 1 gigabyte unlimited offer has gone up very slightly, but only something like NIS3, over the last six months, so what makes you more confident that the pricing is going to improve in the coming six months.

Haim Romano

It’s a very good question. First, there is a news today that the MOC send a letter that the discrimination between new customers and old customers should not be presented anymore.

Michael Klahr – Citigroup Global Markets

Looking at the letter, is it not about number portability customers versus new numbers?

Haim Romano

No, it’s discrimination between old customers and new customers and this is mainly what’s driving the prices down because you offer new customers better price than the old customers. So old customers are leaving and then you have to do some campaigns to get the customers from other companies to compensate yourself and vice versa.

So I think that if they will those stop those campaigns running in this revolving door you will see that the prices are stabled faster than we can because Golan is offering zero and we have to compete this zero. So we offer lower price than customers are coming from Pelephone and Cellcom and they are offering lower price from new customers and they go on. So I think that if they will stop the campaigns calling other customers, other companies’ customers to come to join them rather than loosing customers, it will be beneficial for all of them and I think that there must be good job not for just the customers, but for the companies as well because they stop this irrational behavior of giving just the good offers to new customers from other customers and discriminate your base.

So this revolving door maybe issue. It will stop and I think for us it’s a great news. The question is if the MOC will force it. I mean it’s the question and we will do everything we can to be sure that this will be forced by the MOC.

Ziv Leitman

And Michael, if you have the letter from the Minister of Communications in section number four, it’s written specifically that any discrimination between new customers and the installed base is not allowed in terms of prices and any other benefit. It’s not just in terms of prices, any other benefit. It states it very, very clearly.

Haim Romano

You know what happened. When Golan started and HOT started, they started with NIS99 and NIS89. Then the big guys reacted reducing price for the new customers and then we started the win back policy and they forced the new guys to reduce prices because they have to recruit the customers to spend for their license. So enforcing the MOC policy this is the name of the game today, and as I said before, we will like to see how the MOC is enforcing it.

Michael Klahr – Citigroup Global Markets

Okay. But we look to revenues and people have been talking about higher prices for the last three, four months. Is there anything that’s tied from that or is that the main driver of higher prices?

Haim Romano

I think that all of the companies their plans are for limited time. It’s discount for limited time and this time will come and when the market won’t, you won’t see any other new campaigns. So they will stay with the new price up to the increasing. So today they are jumping from company to company because they have better offers, but tomorrow when they want to present better offers because they don’t want to offer it to their customers, you won’t see customers running everyday after new offer. So the churn rates will definitely go down and…

Michael Klahr – Citigroup Global Markets

But does a company such as Golan and HOT who have very small and stored basis anyway are much less impacted that part than Pelephone and Cellcom?

Haim Romano

No, it’s not like that because Golan recruiting today – every month including something like 20,000 new subscribers paying zero income and losing 8,000 subscribers paying some income. So for him it’s a lose-lose situation. I think this is the reason that the newcomers complaint to the Ministry of Communications about this discrimination because for him it will be better to recruit customers having zero income in NIS89 and not to do those campaigns. At the end of the day it will bring the revolving door again.

Michael Klahr – Citigroup Global Markets

Okay.

Haim Romano

It’s still, but it’s still to be seen.

Michael Klahr – Citigroup Global Markets

Right. It’s not reflected in the market yet?

Ziv Leitman

No.

Haim Romano

It’s not the focus for the fourth quarter.

Ziv Leitman

Actually there are still compassions…

Michael Klahr – Citigroup Global Markets

No, I see them now. I see them in NIS49 of Pelephone for the first three months.

Ziv Leitman

They are not offering that to their customers.

Haim Romano

And again I’m saying it for the fourth time. I see now the Board is in the MOC field and forcing them to work due to their license in that. This will make the rationality of the market and then the right way to do with your customers.

Michael Klahr – Citigroup Global Markets

Okay. And my next question is on cost that if I look at non-cash cost, I think I see those kind of stabilized over the last three quarters. They took later down in the first quarter by about 20 or – at the moment NIS20 million, but the reminder of those levels are slightly more in Q2 and Q3. I just want some time to spend. Again coming back to the last call I was asking about the potential for another meltdown in cost savings, and just want to understand what kind of magnitude you’re talking about.

Haim Romano

If you are talking regarding depreciation and amortization…

Michael Klahr – Citigroup Global Markets

No. I’m talking about cash cost away from depreciation and amortization.

Haim Romano

I think the cash cost, as I said before, this quarter it was NIS696 million compared to NIS700 million in the previous quarter.

Michael Klahr – Citigroup Global Markets

Yes.

Haim Romano

It’s a saving NIS4 million, but NIS4 million this is the net saving.

Michael Klahr – Citigroup Global Markets

Yes.

Haim Romano

Imagine by the number of employees this will reduce. The headcount cost will reduce by more than NIS4 million. From the other end, we have other cost that might went up, and you should take into consideration as part of the cost, let’s say, the link to the CPI like rent. Some of them are according to regulation, some of them it’s long-term contract, but as I said before, we are keeping our efficiency program and we will see more savings in the future.

Michael Klahr – Citigroup Global Markets

Very good. Finally, let me just ask one on wholesale and on [indiscernible], when do you expect to get more clarity on wholesale pricing? Do you expect it to be this year or in the next year or six months from now?

Ziv Leitman

I believe it’s going to be this year according to what I understand from them, we will see, it should be before the end of this year, but you never know. I hope it’s going to be soon and they’re going to be the right numbers.

Michael Klahr – Citigroup Global Markets

All right, okay, thank you very much.

Ziv Leitman

Thank you very much.

Operator

(Operator Instructions) There are no further questions at this time. Before I ask Mr. Romano to go ahead with his closing statement, I would like to remind participants that a replay of this call is scheduled to begin in two hours. In the U.S., please call 1-888-326-9310. In Israel, please call 03-925-5904, and internationally please call 972-392-55904.

Mr. Romano, would you like to make your concluding statement?

Haim Romano

I just want to thank you for joining our conference call for the third quarter and as we say everyone now enjoying. Thank you very much.

Operator

Thank you. This concludes the Partner Communications Company Third Quarter 2013 results conference call. Thank you for your participation. You may go ahead and disconnect.

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