Annual report (20-F) - Ono

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F. Dividends and Paying Agents………………………………………………………... 94 G. Statement by Experts…………………………………………………………………. 94 H. Documents on Display……………………………………………………………….. 94 I. Subsidiary Information……………………………………………………………….. 94 Item 11. Quantitative and Qualitative Disclosure about Market Risk…………………………. 94 Item 12. Descriptions of Securities Other than Equity Securities……………………………... 96 Item 13. Defaults, Dividend Arrearages and Delinquencies…………………………………... 96 Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds……... 96 Item 15. Controls and Procedures……………………………………………………………… 96 Item 16. [Reserved]…………………………………………………………………………….. 96 A. Audit Committee Financial Expert…………………………………………………… 96 B. Code of Ethics………………………………………………………………………... 96 C. Principal Accountant Fees and Services……………………………………………… 97 D. Exemptions From the Listing Standards for Audit Committee………………………. 97 E. Purchases of Equity Securities by Issuer……………………………………………... 97 Item 17. Financial Statements………………………………………………………………….. 97 Item 18. Financial Statements………………………………………………………………….. 97 Item 19. Exhibits……………………………………………………………………………….. 97 6
PART I Item 1. Identity of Directors, Senior Management and Advisers Not applicable. Item 2. Offer Statistics and Expected Timetable Not applicable. Item 3. Key Information A. Selected Financial Data The following summary historical consolidated financial information presented below under the caption summary income statement data and under the caption summary balance sheet data as of and for the years ended December 31, 2002, 2003 and 2004 is derived from our audited consolidated financial statements as of and for the years ended December 31, 2002, 2003 and 2004 which are included in this Annual Report. We have also included various other financial and operating data that we believe may be useful to investors. You should read the following financial information and operating data together with our audited consolidated financial statements and notes thereto included in Item 18 of this Annual Report. Our audited consolidated financial statements have been prepared in accordance with Spanish GAAP, which differ in certain significant respects from U.S. GAAP. You can find a description of the most significant differences between Spanish GAAP and U.S. GAAP relevant to us and reconciliations of net income and shareholders’ equity in note 27 of the notes to our audited consolidated financial statements. As of and for the year ended December 31, 2000 2001 2002 2003 2004 (euro in millions) Summary Income Statement Data: Revenues: Residential telephony 31.1 79.3 133.1 184.0 210.9 Residential Internet 2.0 18.1 39.1 62.3 89.6 Residential television 15.7 38.3 62.3 83.0 104.0 Business and other services 2.6 7.9 19.0 29.3 38.9 Total revenues 51.4 143.6 253.4 358.6 443.4 Expenses: Cost of services 35.6 74.3 94.1 119.0 126.9 Selling, general and administrative expenses 203.6 188.5 172.4 152.7 163.2 Costs capitalized (117.9) (61.8) (28.9) (15.2) (19.1) Restructuring and other related expenses 0.4 9.1 — — — Depreciation and amortization 38.7 85.3 104.0 106.7 101.8 Total Operating expenses 160.4 295.4 341.6 363.2 372.8 Operating (loss)/profit (108.9) (151.8) (88.2) (4.6) 70.6 Amortization of goodwill (1.8) (13.8) (13.4) (13.4) (10.2) Interest and other financial expense, net (113.1) (146.9) (96.8) (130.2) (104.0) Extraordinary income/(expense), net 25.7 (3.3) (171.8) 298.2 (61.2) 7
Page 1 and 2: SECURITIES AND EXCHANGE COMMISSION
Page 3 and 4: “RGUs” are revenue generating u
Page 5: CONTENTS Clause Item 1. Identity of
Page 9 and 10: Reconciliation between EBITDA and n
Page 11 and 12: The table below shows the high and
Page 13 and 14: significant qualifications and exce
Page 15 and 16: • consolidate our brand in the ma
Page 17 and 18: operating and financial performance
Page 19 and 20: the products and services we offer
Page 21 and 22: • our ability to access the finan
Page 23 and 24: In March 2005, Cableuropa performed
Page 25 and 26: Our Strategy experience with cable
Page 27 and 28: We offer the following bundled serv
Page 29 and 30: Digital Television The introduction
Page 31 and 32: annual revenue of around €1 milli
Page 33 and 34: them are trained in our specific in
Page 35 and 36: • Andalucía Cluster. The Andaluc
Page 37 and 38: • Television line-up. Sogecable h
Page 39 and 40: In accordance with the General Law
Page 41 and 42: Telecommunications further requires
Page 43 and 44: Obligations According to the releva
Page 45 and 46: second telephony lines. The network
Page 47 and 48: Address Current Use Size (square me
Page 49 and 50: Address Current Use Size (square me
Page 51 and 52: The following are the key factors a
Page 53 and 54: The following table sets forth reve
Page 55 and 56: The following table sets forth cert
Page 57 and 58:
total revenues to 28.6% for the yea
Page 59 and 60:
Net Extraordinary Income/(Expense)
Page 61 and 62:
needed before commercial launch of
Page 63 and 64:
Net cash provided by financing acti
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A number of these contracts are sub
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All decisions regarding our busines
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Leopoldo Calvo-Sotelo became an ind
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Audit and Compliance Committee GCO
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E. Share Ownership Currently none o
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The shareholders’ agreement provi
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Dividend and Liquidation Rights Pay
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• the aggregate increases approve
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As security for the senior bank fac
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The Indentures also provide for eve
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par value shares and subject to adj
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Where interest has been paid under
Page 89 and 90:
the avoidance of double taxation. H
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possible application of the passive
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a sale, exchange, retirement or dis
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The table below shows the variable
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Item 16C. Principal Accountant Fees
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No. 333-10976)). (Now superseded.)
Page 101 and 102:
Form F-4 (File No. 333-109976)). 4.
Page 103 and 104:
INDEX TO THE CONSOLIDATED FINANCIAL
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CABLEUROPA, S.A.U. AND SUBSIDIARIES
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CABLEUROPA, S.A.U. AND SUBSIDIARIES
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Other subsidiaries: Company Name He
Page 111 and 112:
d) Foreign exchange rate options Fo
Page 113 and 114:
Had the life of this debt not been
Page 115 and 116:
6. Start-up costs Euro thousand Bal
Page 117 and 118:
) Finance leases Computer hardware
Page 119 and 120:
9. Financial assets Euro thousand B
Page 121 and 122:
The detail of short and long term d
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Cancellation in 2003 of MBCF relate
Page 125 and 126:
(e) State Subsidies Starting in 200
Page 127 and 128:
Options granted under the Phantom P
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(c) Reserves (accumulated losses) i
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(c) The movement in deferred tax as
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In 2004, 2003 and 2002, the Group
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Transactions Services received Serv
Page 137 and 138:
Euro thousand 2004 2003 Audit servi
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Euro thousand 2004 2003 2002 Change
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Reconciliation of net profit / (los
Page 143 and 144:
Management of the Group considered
Page 145 and 146:
(n) Start-up costs. Under Spanish G
Page 147 and 148:
Amortization expense related to int
Page 149:
(h) Leases The group leases certain
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Annual report (20-F) - Ono

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