Supplemental Disclosure Material - Ono
Supplemental Disclosure Material - Ono
Supplemental Disclosure Material - Ono
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PRESENTATION OF FINANCIAL AND OTHER DATA<br />
In this offering memorandum, references to the “ONO Group”, “ONO”, “we”, “us” and “our” are, as the context<br />
requires, to ONOMidco (as defined below), Cableuropa, its predecessors and subsidiaries. References to “Nara Cable<br />
Funding” are to Nara Cable Funding Limited, the Issuer of the New Notes. References to “GCO” are to Grupo Corporativo<br />
ONO, S.A., our ultimate parent company.<br />
Financial Information<br />
Use of ONOMidco Financial Statements<br />
Cableuropa is a wholly owned subsidiary of ONOMidco, S.A.U. (“ONOMidco”). We present in this offering<br />
memorandum ONOMidco’s audited consolidated financial statements as of and for the years ended December 31, 2010 and<br />
2009 (the “2010 and 2009 Audited Financial Statements”) and ONOMidco’s audited consolidated annual accounts as of and<br />
for the year ended December 31, 2011 (the “2011 Audited Annual Accounts” and, together with the 2010 and 2009 Audited<br />
Financial Statements, the “Audited Financial Statements”) and its unaudited interim condensed consolidated financial<br />
statements as of and for the three months ended March 31, 2012, including comparative information for the three months<br />
ended March 31, 2011 (the “Unaudited Interim Financial Statements”).<br />
The Audited Financial Statements and the Unaudited Interim Financial Statements have been prepared in<br />
accordance with IFRS as adopted for use in the European Union (“EU IFRS”). The audit report for the audited consolidated<br />
financial statements as of and for the year ended December 31, 2010 also cover the comparative information as of and for the<br />
year ended December 31, 2009.<br />
The 2010 and 2009 Audited Financial Statements are the first consolidated financial statements of ONOMidco<br />
prepared in accordance with EU IFRS. Until the year ended December 31, 2010, ONOMidco prepared its consolidated annual<br />
accounts in accordance with Spanish GAAP. For further information about ONOMidco’s transition to EU IFRS, see Note 5 to<br />
the 2010 and 2009 Audited Financial Statements.<br />
ONOMidco wholly owns Cableuropa and ONOMidco does not engage, and under the terms of current indebtedness<br />
is not allowed to engage, in any business activities. ONOMidco’s consolidated financial statements are substantially the same<br />
as those of Cableuropa’s consolidated financial statements, with the exception of certain immaterial administrative expenses.<br />
Sources of Financial Information<br />
Unless otherwise stated herein:<br />
• All financial information has been prepared in accordance with EU IFRS;<br />
• All financial information as of and for the three months ended March 31, 2012 and 2011 has been derived from<br />
the Unaudited Interim Financial Statements;<br />
• All financial information as of and for the year ended December 31, 2011 has been derived from the 2011<br />
Audited Annual Accounts; and<br />
• All financial information as of and for each of the years ended December 31, 2010 and 2009 has been derived<br />
from the 2010 and 2009 Audited Financial Statements.<br />
Currency References<br />
Unless otherwise indicated or otherwise required by the context, all references in this offering memorandum to<br />
“euro”, “€” or “EUR” are to the lawful currency of the participating member states, including Spain, in the third stage of<br />
European Economic and Monetary Union of the Treaty establishing the European Community, as amended from time to time<br />
and all references to “U.S. dollars”, “dollars”, “U.S.$” or “$” are to the lawful currency of the United States of America.<br />
Non-GAAP Financial Measures<br />
EBITDA, operating free cash flow and free cash flow as well as other data and certain ratios (including for the<br />
twelve months ended March 31, 2012) presented in this offering memorandum are supplemental measures of our performance<br />
and liquidity that are not required by, or presented in accordance with EU IFRS. EBITDA, operating free cash flow and free<br />
cash flow are not measures of our financial performance or liquidity under EU IFRS and should not be considered as an<br />
alternative to net income, operating profit or any other performance measures derived in accordance with EU IFRS or as an<br />
alternative to cash flow from operating, investing and financing activities as a measure of our liquidity.<br />
We believe that EBITDA, operating free cash flow and free cash flow facilitate comparisons of operating<br />
performance from period to period and company to company by eliminating potential differences caused by variations in<br />
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