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Annual report (20-F) - Ono

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Cableuropa, S.A.U. (the “Company” or “Cableuropa”) is a company organized under the laws of<br />

Spain. References to the “<strong>20</strong>10 EUR Notes” are to the €113,702,000 14% Notes due <strong>20</strong>10, references to<br />

the “<strong>20</strong>11 USD Notes” are to the $58,9<strong>20</strong>,000 14% Notes due <strong>20</strong>11 and references to the “<strong>20</strong>11 EUR<br />

Notes” are to the €8,038,000 14% Notes due <strong>20</strong>11 (together with the <strong>20</strong>11 USD Notes, the “<strong>20</strong>11 Notes”)<br />

and references to the “<strong>20</strong>14 Notes” are to the €180,000,000 10.5% Notes and to the €100,000,000 Euribor<br />

3m + 8.5% Notes due <strong>20</strong>14, all issued by ONO Finance PLC, a financing company (“ONO Finance”).<br />

The <strong>20</strong>10 Notes, the <strong>20</strong>11 Notes and the <strong>20</strong>14 Notes are collectively referred to as the “Notes.”<br />

References to the “ONO Group” include Cableuropa and its subsidiaries.<br />

Unless otherwise indicated or otherwise required by the context, all references in this Form <strong>20</strong>-F<br />

to “EUR”, “euro” or “€” are to the euro, the lawful currency of Spain. References to “U.S. dollars,”<br />

“dollars,” “USD” or “$” are to United States dollars, the lawful currency of the United States of America.<br />

Amounts stated in U.S. dollars, unless otherwise indicated, have been translated from euro at an<br />

assumed rate solely for your convenience, and should not be construed as representations that euro<br />

amounts actually represent such U.S. dollar amounts or could be converted into U.S. dollars at the rate<br />

indicated or at any other rate. Unless indicated otherwise U.S. dollar amounts have been translated from<br />

the euro at the rate of €1.00 = $1.3621, the euro foreign exchange reference rate published by the<br />

European Central Bank (“ECB”), on December 31, <strong>20</strong>04.<br />

Cableuropa maintains its accounting records and prepares its statutory accounts in accordance<br />

with Spanish GAAP. The audited consolidated financial statements of Cableuropa as of December 31,<br />

<strong>20</strong>03 and <strong>20</strong>04 and for the years ended December 31, <strong>20</strong>02, <strong>20</strong>03 and <strong>20</strong>04, and, unless otherwise<br />

indicated, other financial information in this Form <strong>20</strong>-F, have been prepared in accordance with Spanish<br />

GAAP, which differs in certain significant respects from U.S. GAAP. For a discussion of the most<br />

significant differences between Spanish GAAP and U.S. GAAP relevant to us and reconciliations of net<br />

income and shareholders’ equity to U.S. GAAP, see note 27 of the notes to our consolidated financial<br />

statements included elsewhere in this Form <strong>20</strong>-F.<br />

Certain Operational Definitions<br />

In this <strong>Annual</strong> Report, the following defined terms have the meanings indicated below:<br />

“ARPU” means monthly average revenue per user, and is calculated by dividing total revenues<br />

generated from our telephony, Internet and cable television services provided to customers that are<br />

directly connected to our network in any quarter by the average number of customers in that quarter, the<br />

result of which is divided by three. The average number of customers for any period is calculated by<br />

adding the number of customers at the beginning of the period to the number of customers at the end of<br />

the period and dividing by two. In this <strong>Annual</strong> Report ARPU is the ARPU for the fourth quarter of the<br />

relevant year only.<br />

“Churn” means the percentage obtained by dividing the number of customers who cease to<br />

receive any of our services (either voluntarily or involuntarily) in any quarter by the average total number<br />

of customers during that quarter, multiplied by four. The average number of customers for any period is<br />

calculated by adding the number of customers at the beginning of the period to the number of customers<br />

at the end of the period and dividing by two. In this <strong>Annual</strong> Report, churn is the churn for the fourth<br />

quarter of the relevant year, multiplied by four.<br />

“Homes passed” means homes for which all of the relevant network equipment has been<br />

activated. Homes passed can be released to marketing once the customer tap (an amplifier serving<br />

between four and eight homes) and drop (the final connection to a home) have been installed.<br />

“Homes released to marketing” means a home to which we can provide either telephony,<br />

Internet or cable television service within four days.<br />

“Penetration” is the percentage of customers over homes released to marketing in our franchise<br />

areas, and with respect to any particular service, penetration is the percentage of RGUs of that service<br />

over homes released to marketing in our franchise areas.<br />

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