PETACH TIKVA, Israel, August 13, 2008 -- Internet Gold Golden Lines Ltd., (NASDAQ NMS and TASE: IGLD) today reported its financial results for the second quarter ended June 30, 2008.

Highlights

• Strong revenues and adjusted EBITDA despite the negative impact of the shekel-dollar exchange rate and the decline in wholesale international traffic (hubbing) revenues
• Strong cash-flow performance: operating cash-flow for the quarter reached NIS 43 million ($12.8 million)
• 012 Smile.Communications delivers excellent performance in line with plan for growth: adjusted EBITDA up 11% year-over-year; operating income (EBIT) up 22% year-over-year; on-track growth of VOB domestic telephony subscriber base; preparing to enter market for mobile services
• Smile.Media records a net loss due to MSN-Israel’s reduced market share: after the end of the quarter, an agreement was reached with Microsoft which will improve the Company’s cash position and profitability
• Additional share buy-back program put into place: after investing NIS 68 million in buying back shares since November 2007, the Board of Directors has authorized the repurchase of an additional NIS 70 million of ordinary shares in the open market
• Search underway for accretive M&A candidates

Financial Results for the Second Quarter

Revenues: Revenues for the second quarter of 2008 were NIS 281.4 million ($84.0 million) compared to NIS 296.3 million in the second quarter of 2007. Revenues for the quarter were impacted significantly by the decline in the shekel-dollar exchange rate and 012 Smile.Communications’ decision to reduce its hubbing business. The average shekel-dollar exchange rate in the second quarter declined by 19% compared year-over-year with the second quarter of 2007, thus reducing the shekel value of dollar-linked service contracts which represent approximately one third of the Company’s revenues. In addition, 012 Smile.Communications’ decision, during late 2007, to reduce the emphasis on its low-margin hubbing business resulted in a reduction of approximately NIS 17 million in second quarter revenues compared to the second quarter of 2007. Excluding these two factors, the Company’s revenues increased by approximately 8% on a year-over-year basis.

Adjusted EBITDA Adjusted EBITDA for the quarter was NIS 60.8 million ($18.1 million) compared with NIS 65.0 million for the second quarter of 2007. The decline was caused by the negative contribution of Smile.Media’s largest Internet media property, MSN-Israel Ltd.  

For more information regarding the use of non-GAAP financial measurements, please see the notes in this press release.

Merger Related Expenses: During the second quarter, the Company recorded final one-time expenses related to the merger of 012 Golden Lines and Smile.Communications of NIS 1.9 million ($0.6 million), bringing the total of all merger-related expenses under the original budget estimate of NIS 25-30 million.  

Financing Expenses: Financing expenses for the second quarter were NIS 32.6 million ($9.7 million) compared with NIS 14.3 million in the second quarter of 2007. This high level of expenses was due primarily to the 6% decrease in the average shekel-dollar exchange rate recorded during the quarter (as compared with the exchange rate at March 31, 2008), which was responsible for the majority of the NIS 14 million decrease in the shekel value of the Company’s dollar-denominated deposits, and was also due to CPI linkage expenses of NIS 22 million as a result of the quarter’s 2.4% increase in the Israeli CPI, to which the Company’s bonds are linked. These non-cash financial expenses did not affect the Company’s cash position.

Net Results: On a U.S. GAAP basis, giving full effect to the decrease in the shekel-dollar exchange rate on financing expenses, the quarter’s 2.4% increase in the Israeli CPI and one-time merger-related expenses, the net loss for the second quarter was NIS 8.1 million ($2.4 million), or NIS 0.37 ($0.11) loss per share, compared to net profit of NIS 22.3 million, or NIS 1.05 per share, in the second quarter of 2007. Excluding non-cash financial expenses described above and one-time merger related expenses, earnings for the second quarter was NIS 16.4 million ($4.9 million), or NIS 0.75 ($0.22) per share.

Balance Sheet

The Company’s cash, cash equivalents and short term investments as of June 30, 2008 were NIS 706.0 million ($210.6 million), an increase of 617% compared with NIS 98.4 million ($29.3 million) as of June 30, 2007. In addition, Internet Gold’s bank debt decreased by 182% from NIS 237 million ($ 70.7 million) as of June 30, 2007 to NIS 84 million ($25.0 million) as of the end of the second quarter of 2008.   

As of June 30, 2008 the Company’s primary balance sheet and operational ratios showed significant improvement as compared to June 30, 2007:

* Excluding NIS 68 million invested in the buyback of the Company’s shares.

On July 14, 2008, the Company announced that Midroog Ltd., an Israeli financial rating company which is affiliated with Moody’s, reissued the A1 rating originally awarded to the Series A debentures issued in 2007 by 012 Smile.Communications. Midroog concluded that the A1 rating would continue if 012 Smile.Communications issues new debt of up to NIS 320 million (approximately $95 million). Copies of the complete Midroog report are available at http://www.midroog.co.il/.

Comments of Management

Commenting on the results, Eli Holtzman, Internet Gold’s CEO, said, "Our results reflect the excellent performance of our communications segment, representing the vast majority of our current business. Consistent with its strategy for long-term growth, during the second quarter, 012 Smile continued to build its core businesses, to expand its base of VOB domestic telephony subscribers and to move forward towards launching its mobile services nationwide. This steady performance has enabled 012 Smile to re-earn an A-1 rating for its debentures, a vote of confidence that will enhance its ability to carry out its strategy for growth over the next few years."

Mr. Holtzman continued, "The market share losses of our primary Internet media property, MSN-Israel, continued to impact the revenues and profitability of Smile.Media, and therefore of the entire group. To resolve the situation, we recently reached an agreement to have Microsoft independently operate the MSN Israel portal from October 2008. This new agreement will result in a positive addition to our cash position and improve our profitability, while having only a minor impact on our revenues." 

"As we have previously indicated, and in light of the recent changes in Smile.Media’s properties, we have intensified our search for appropriate properties and joint ventures through which to deploy our significant cash reserves and our expertise in the communications market place, both in Israel and abroad. We are confident that, just as we succeeded in identifying the right M&A target in the 012 transaction two years ago, we will be successful in locating our next significant investment, thereby taking our group to the next level.  As a concrete expression of our optimism regarding Internet Gold’s future, our Board of Directors recently authorized the repurchase of up to NIS 70 million of our ordinary shares - in addition to the NIS 68 million that was used since last November to purchase shares. Given the current level of our share price, we strongly believe that the purchase of our own shares is an appropriate use of our cash and that these purchases will enhance long-term shareholder value."

Mr. Holtzman concluded, "Taken as a whole, we are optimistic about new opportunities in our markets and believe that we are better positioned than ever to go after them, taking our company to the next level. We look forward to reporting our continued progress in the year ahead."

Business Segments

012 Smile.Communications Ltd. (NASDAQ and TASE: SMLC): Revenues for the second quarter were NIS 264 million ($79 million) compared with NIS 275 million for the second quarter of 2007, representing 94% of the Group’s revenues. Revenues were impacted by the continued decline in the average shekel-dollar exchange rate, which reduced the shekel value of service contracts linked to the dollar, and Management’s decision in late 2007 to de-emphasize the low-margin hubbing business. Excluding these two factors, 012 Smile.Communications’ revenues from core activities increased by approximately 10% on a year-over-year basis.

012 Smile.Communications’ profitability continues to improve due to the synergies realized from the merger and the reduction of the proportion in its revenues that is derived from hubbing activities. The subsidiary’s adjusted EBITDA^b for the second quarter increased by 11% to a record NIS 63 million ($18.7 million) compared with NIS 57 million for the second quarter of 2007, and its adjusted EBITDA margin for the quarter reached a record 24% compared with 21%  in the second quarter of 2007.

Smile.Media Ltd.: Revenues for the second quarter were NIS 18.1 million (US $5.4 million), representing 6% of the Group’s revenues. The segment recorded a slightly negative adjusted EBITDA^b for the quarter of NIS 0.2 million. The lower revenues and operating results derived from the continued weak performance of the subsidiary’s primary MSN-Israel portal.    

On July 6, 2008, the Company announced that it had reached an agreement with Microsoft Corp. under which Microsoft will independently operate the MSN-Israel portal beginning in October 2008. The parties are currently discussing the terms of migration and possible future cooperation. The msn.co.il portal will continue to operate throughout the transition period and both parties are working together to support employees, advertisers and users. In 2007, MSN Israel accounted for less than 3% of Internet Gold’s total revenues.

Other: In addition to the operations of 012 Smile.Communications and Smile.Media, during the second quarter, Internet Gold incurred operating expenses of approximately NIS 1.4 million (US $0.4 million). These expenses were primarily for the development of new joint ventures and for activities related to the Company’s listing on public securities exchanges, including expenses such as Investor Relations, Sarbanes Oxley compliance, insurance and legal expenses.

Share Buyback Programs

After the end of the second quarter, the Company’s Board of Directors approved an increase to the Company’s share buyback program, authorizing the repurchase of up to an additional NIS 70 million (approximately U.S. $21 million) of the Company’s ordinary shares. This is the second repurchase program to be authorized by the Company’s Board of Directors and purchases will be made from time to time in the open market on the NASDAQ Global Market and Tel Aviv Stock Exchange. The timing and amount of any share purchases will be determined by the Company’s management based on its evaluation of market conditions and other factors. The repurchase program may be suspended or discontinued at any time.

This new program is in addition to the program announced by Internet Gold on November 29, 2007, when its Board of Directors authorized the repurchase of up to NIS 70 million of the Company’s ordinary shares. Management has substantially completed the initial repurchase plan, having repurchased 1,978,476 ordinary shares at a cost of NIS 68 million, bringing the total number of outstanding shares to 21,539,930 as of June 30, 2008. To date, the Company has repurchased 2,271,276 shares, bringing the number of the total outstanding shares to 21,247,130.

Conference Call Information

Management will host an interactive teleconference to discuss the results today, August 13, 2008, at 10:00 a.m. EDT (17:00 Israel time). To participate, please call one of the following access numbers several minutes before the call begins: 1-888-281-1167 from within the U.S. or 1-888-604-5839 from within Canada, 0-800-917-9141 from within the U.K., or +972-3-918-0687 from other international locations. The call will also be broadcast live through the company’s Website, http://www.igld.com/, and will be available there for replay during the next 30 days.

NOTE A: Convenience Translation to Dollars

For the convenience of the reader, the reported NIS figures of June 30, 2008 have been presented in thousands of U.S. dollars, translated at the representative rate of exchange as of June 30, 2008 (NIS 3.3520 = U.S. Dollar 1.00). The U.S. Dollar ($) amounts presented should not be construed as representing amounts receivable or payable in U.S. Dollars or convertible into U.S. Dollars, unless otherwise indicated.

NOTE B: Non-GAAP Financial Measurements

We present adjusted EBITDA as a supplemental performance measure because we believe that it facilitates operating performance comparisons from period to period and company to company by backing out potential differences caused by variations in capital structure (most particularly affecting our interest expense given our recently incurred significant debt), tax positions (such as the impact on periods or companies of changes in effective tax rates or net operating losses or, most recently, our provision for tax expenses) and the age of, depreciation expenses associated with, fixed assets (affecting relative depreciation expense) and expenses recorded for stock compensation in accordance with SFAS 123(R). Adjusted EBITDA should not be considered in isolation or as a substitute for net income or other statement of operations or cash flow data prepared in accordance with GAAP as a measure of our profitability or liquidity. Adjusted EBITDA does not take into account our debt service requirements and other commitments, including capital expenditures, and, accordingly, is not necessarily indicative of amounts that may be available for discretionary uses. In addition, adjusted EBITDA, as presented in this press release, may not be comparable to similarly titled measures reported by other companies due to differences in the way that these measures are calculated. Our use of adjusted EBITDA is detailed more fully in "Management’s Discussion and Analysis of Financial Condition and Results of Operations -- Non-GAAP Financial Measures" and reflects our belief that the non-GAAP financial information is important for the understanding of our operations.

We define non-GAAP adjusted EBIT (earnings before interest and taxes) as net income before interest and taxes net amortization with regard to the intangible assets acquired as part of the acquisition of 012 Golden Lines, non-recurring expenses relating to charges incurred in connection with the merger of Smile.Communications and 012 Golden Lines and expenses recorded for stock compensation in accordance with SFAS 123(R).

Note C: Reconciliation Between Results on a GAAP and Non-GAAP Basis

Reconciliation between the Company’s results on a GAAP and non-GAAP basis is provided in a table immediately following the Consolidated Statement of Operations (Non-GAAP Basis).  Non-GAAP financial measures consist of GAAP financial measures adjusted to exclude amortization of acquired intangible assets, as well as certain business combination accounting entries.  The purpose of such adjustments is to give an indication of our performance exclusive of non-cash charges and other items that are considered by management to be outside of our core operating results. Our non-GAAP financial measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures, and should be read only in conjunction with our consolidated financial statements prepared in accordance with GAAP.

Our management regularly uses our supplemental non-GAAP financial measures internally to understand, manage and evaluate our business and make operating decisions. These non-GAAP measures are among the primary factors management uses in planning for and forecasting future periods. We believe these non-GAAP financial measures provide consistent and comparable measures to help investors understand our current and future operating cash flow performance. These non-GAAP financial measures may differ materially from the non-GAAP financial measures used by other companies. Reconciliation between results on a GAAP and non-GAAP basis is provided in a table immediately following the Consolidated Statement of Operations.

About Internet Gold

Internet Gold is one of Israel’s leading communications groups with a major presence across all Internet-related sectors. Its 72.4% owned subsidiary, 012 Smile.Communications Ltd., is one of Israel’s major Internet and international telephony service providers, and one of the largest providers of enterprise/IT integration services. Its 100% owned subsidiary, Smile.Media Ltd., manages a growing portfolio of Internet portals and e-Commerce sites.

Forward-Looking Statements

This press release contains forward-looking statements that are subject to risks and uncertainties. Factors that could cause actual results to differ materially from these forward-looking statements include, but are not limited to, general business conditions in the industry, changes in the regulatory and legal compliance environments in the industries it is engaged, the failure to manage growth and other risks detailed from time to time in Internet Gold’s filings with the Securities Exchange Commission, including Internet Gold’s Annual Report on Form 20-F. These documents contain and identify other important factors that could cause actual results to differ materially from those contained in our projections or forward-looking statements. Stockholders and other readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. We undertake no obligation to update publicly or revise any forward-looking statement.

For further information, please contact:

Mor Dagan - Investor Relations

mor@km-ir.co.il  /  Tel:+972-3-516-7620

Ms. Idit Azulay, Internet Gold

idita@co.smile.net.il  /  Tel: +972 200-3848