Interoute Communications Holding S.A. Consolidated financial statements as at 31 December 2010 R.C.S. Luxembourg B 109.434 2-8 Avenue Charles De Gaulle L-1653 Luxembourg Interoute Communications Holdings S.A. Contents Page Directors and advisers Glossary of terms Chairman’s statement Chief Executive Officer’s statement Management report Independent auditors’ report Consolidated balance sheet Consolidated profit and loss account Notes to the consolidated financial statements 1 2-3 4 5–8 9 – 12 13 14 – 15 16 17 – 36 1 Interoute Communications Holdings S.A. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (cont) Directors and advisers Directors J Kinsella R McNeal G Pretre D Padmanabhan G Williams Y Zeineldin Registered office 2-8 Avenue Charles De Gaulle L-1653 Luxembourg Grand-Duchy of Luxembourg Auditors PricewaterhouseCoopers Société à responsabilité limitée Réviseur d'entreprises 400 Route d’Esch B.P. 1443 L-1014 Luxembourg 2 Interoute Communications Holdings S.A. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (cont) Glossary of Terms Cloud and Cloud Services A style of providing communications services in which physical resources – such as servers and network – are made available in a “virtual” or abstracted way, so that services and capacity dynamically scale without the user having to add hardware or software. Users need not have knowledge of, expertise in, or control over the technology infrastructure in the “cloud" that supports them. Core Network Services Interoute’s duct and fibre product set for Service Providers, often used as the building blocks for private networks and clouds. Enterprise Customer An enterprise that buys products or services from Interoute and whose prime business is not engaged in the direct selling or reselling of communications services. Service Provider Customer A company whose primary purpose is the selling of communications services and that buys products and services from Interoute that will form all or part of its offering to its customers. EBITDA Earnings before interest, taxation, depreciation and amortisation. “Interoute”, “the Group” or “the Interoute Group” Interoute Communications Holdings S.A. together with its subsidiary undertakings. Infrastructure as a Service (IaaS) An infrastructure provisioning model in which an organization/customer outsources the equipment used to support operations, including networking components, hardware, and servers. The IaaS provider owns the equipment and is responsible for housing, running and maintaining it on behalf of the organization/customer. Next Generation Network (“NGN”) The most important evolution in modern telecommunications architecture, resulting in a single infrastructure to transport voice and data (including video) over the same core IP network, using the same packet technology as the Internet. This architecture replaces the multiple systems that traditional telecommunications companies use, and thus an NGN provider generally offers services at substantial cost savings and deploys them more rapidly. Unified ICT Interoute’s holistic approach to providing outsourced Information Communications Technology (“ICT”) services to Enterprise customers, with a single network architecture, combining voice, data and application hosting platforms. These three strategic and fully integrated platforms – 3 Interoute Communications Holdings S.A. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (cont) Unified Connectivity, Unified Communications and Unified Computer – deliver an ICT solution with optimal scalability, security and efficiency. (See Unified Transport and Core Network Services for Service Provider customers.) Unified Transport Interoute’s product set that offers Infrastructure as a Service (IaaS) to Service Providers as well as bandwidth and outsourced, private Optical Provider Networks (OPN). 4 Interoute Communications Holdings S.A. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (cont) Chairman’s Statement Over the last eight years, Interoute has dedicated itself to building the platform that powers the European Cloud. And the Company has accomplished this while generating strong growth, free cashflow and bottomline profitability this year. Interoute has never forgotten its core cost-control commandment. Despite the strong growth in 2010, the costs to run the Company barely increased. And Gross Margins remain very high, at more than 70%. That exceptional Operational Gearing is due largely to the fact that Interoute is centrally managed, but locally operated. This operational philosophy is core to Interoute: the development and deployment of our communications technology is centralized, largely from our operational centre in Prague; but our products are sold and supported locally, throughout the European footprint, in 29 countries including the United States and in 15 major languages of the European Union. The same efficiencies with which Interoute serves the Service Provider market have given the Company an advantage with Enterprise customers. Infrastructure as a Service reduces costs for customers and offers them more functionality than traditional telecoms companies can provide. That Interoute advantage in Europe is increasingly recognized around the world, as a growing number of international Service Providers and global corporations choose Interoute. Interoute’s future-proofed fibre and duct network, with extensive Data Centre capacity, has always provided an exceptional platform for growth, both in the Service Provider and Enterprise markets. And the Company’s strong annual growth has been almost entirely organic over the last three years. In 2011, Interoute will make the most of that infrastructure as an acquisitions platform, as well. Backed by the commitment of our Board, we now intend to use the Company’s free cash-flow to bolster our top-line growth through targeted acquisitions. As the European Cloud grows, so too does Interoute. For both, the sky is the limit. James Kinsella Chairman, Interoute 5 Interoute Communications Holdings S.A. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (cont) Chief Executive Officer’s Review Interoute emerged from the global recession with strong growth in revenues, EBITDA, and free cash flow, as well as bottom-line profitability in 2010. Our results are directly tied to our success in providing solutions across Europe, “from the ground to the cloud.” Turnover reached €295m in 2010, a 10% rise over 2009, while EBITDA grew by 47% to €59m. Despite that growth, combined Network and Operational Costs rose less than 2%. Interoute ended 2010 a profitable business, generating cash that we will use to spur more growth by investing in Cloud-centred services to better serve both our Enterprise and Service Provider markets. Interoute is excited and well placed to exploit the new fast developing “as a Service market (aaS)”. In the Enterprise market, the suite of Unified ICT products Interoute introduced in 2009 proved to be a powerful driver of growth in 2010. Unified Connectivity, Unified Communication and Unified Computing comprise this Unified ICT offering, development of which has helped us move steadily up industry rankings of solutions providers. Gartner Group, for example, now places Interoute amid the Visionaries and Leaders of Pan-European Network Providers.1 Interoute increasingly succeeds in winning business against larger competitors because of our efficiencies and product innovation. Today we serve more than 15% of the Global Fortune 500, almost 10 percent of the FTSE 100, and more than 25% of the companies on France’s CAC 40 and Germany’s DAX. Companies as diverse as Deutsche Post, UEFA (Union of European Football Associations) and the European Space Agency all chose Interoute in 2010 to help provide a networked communications solution. In the Service Provider market, Interoute launched a product called Unified Transport that drove a substantial portion of our service provider revenues in 2010. Our Core Network Services product offering, which provides the building blocks for Europe’s private networks and clouds, remains an important revenue source. This duct and fibre resource, the Continent’s largest, has helped build our reputation as Europe’s premier regional operator, for customers within and beyond Europe.2 For example, Telefonica, one of Europe’s largest Service Providers, chose Interoute to expand and extend its network across the Continent. And Seacom, the ambitious subsea infrastructure project with the aim of providing East Africa with the same broadband access that Europe enjoys, chose to land on Interoute to take advantage of our deep reservoirs of capacity. With Interoute’s dense European fibre footprint, our 9 subsea terminal stations that ring the southern Mediterranean and our extensive interconnections with other operators, we support customers in more than 75 countries. Because Interoute’s focus is Europe, we are dedicated to serving the expanding business footprint of the Continent. Following the opening of our Istanbul office last year, including the deployment of fibre to connect Turkey directly to our network, Interoute established a Moscow office in 2010. What is Interoute? The Group’s assets represent a total historic cost in excess of €2.7 billion, invested to create a platform to power Europe’s Service Provider-driven Cloud and connect the world to Europe. Today, the Interoute 1 2010 Pan-European Network Providers Magic Quadrant. Gartner. 2 Best Regional Operator, World Communications Award. 6 Interoute Communications Holdings S.A. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (cont) Group owns the largest pan-European lit-fibre, covering the majority of the European Union, from London to Istanbul, from Stockholm to Sicily. The network is linked to North America's major telecoms hub through our transatlantic capacity, and we serve as a bridge between the Middle East, Africa and the West. The network covers 60,000 kilometres of lit fibre connecting 29 countries and 100 cities with Metropolitan Area Networks (MANs) in Europe’s largest 21 business centres and 9 subsea landing stations that ring the European Continent. Interoute also includes 8 data centres embedded in the infrastructure, designed for the delivery of Enterprise Infrastructure as a Service (IaaS) and virtualised services. The network operates 32 purpose-built, on-net co-location centres; a further 150 data centres operated by third parties are also on-net. Spanning the breadth of Europe, Interoute is accessible globally. With our dense European fibre footprint, subsea cable stations, data centres and co-location facilities, we support customers in more than 75 countries. Interoute helps make the European Cloud a reality. 7 Interoute Communications Holdings S.A. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (cont) What we sell: From the ground to the Cloud For Enterprise Customers For Service Providers UNIFIED UNIFIED UNIFIED UNIFIED CONNECTIVITY COMMUNICAT TRANSPORT COMPUTING Common ION • Packet Access to consistent Predictable based virtualised, connectivity for closed, network geographically all enterprise extended and transport dispersed consumers global • Wavelength hosting including community , SDH • Vi mobile, office communicatio • Network CORE NETWORK rt and data centre n for any Outsourcin SERVICES based. media ua Europe’s ductgand fibre • Pr • V Optical the l resource, •to provide iv oi Provider The Group’s unparalleled asset allows Interoute to sell services from – including Duct building blocks for and Fibre, an the ground at c the most basic elements of modern, fibre-based telecommunications systems – to the Cloud, including the Networks private networks and advanced, network-centric solutions hosted delivered from Interoute’s e e in Interoute’s Datad Centres and (OPN) Clouds. de private pan-European has built a reputation for flexible solutions and speed of cl IP infrastructure. • Interoute Vi • Service delivery. (See list above.) o d di Provider u e Bandwidth ca For Enterprise customers, we have leveraged our physical asset to develop a set of advanced d o te communications tools for Enterprises, which we call Unified ICT. This combination of Unified Connectivity, s • A Unified Communication and Unified Computing advances the state d of Europe’s Cloud-based applications. er u Unified ICT is the fastest growth area for the Company. se vi di c Interoute offers Core o Network Services, like rvduct and fibre, as the building blocks for For Service Providers, e Clouds. In 2010 wec also launched a Unified private networks and er Transport product set that includes a o range of services sfrom bandwidth to private Optical Networks. s The scale and reach of the network infrastructure,•coupled status and landing rights across the European In with Interoute’s licensed-operator nf • St Union, make the Group in this market. te an obvious choiceer or gr e Interoute’s customers include Service Providers such as BT Group, at n agOrange, OTE, Telefónica, T-Systems and Vodafone in Europe; as well as household names in a variety e ATT, NTT and VSNL inciNorth America and Asia e of business sectors such as Deutsche Post, Ford and Google. d n an s g d e • H ba c o ur st ck it e up y d • Di • P P sa u B st bl X ic • P er n ar Re et ti co w ti ve 8 o o ry Interoute Communications Holdings S.A. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (cont) Interoute benefits from an effective organisational management with strategic activities and technical development managed centrally, while market specific activities such as sales, marketing, local field and local finance are operated locally. Most importantly, customers are serviced across the footprint as customers of the Group, which means they take advantage of the power of the network and its advanced solutions no matter where they may sit on that network – or even if they primarily “sit” in the Internet Cloud. And Interoute serves these Customers in any of 15 European languages, underscoring that the Company is the network for the European Union. Business goal and strategy Interoute’s goal is to make the Cloud work for Europe. Our strategy to reach that goal is to transform Interoute’s physical network, Europe’s largest, into Europe´s largest Cloud Platform. In essence, the Continent’s leading Unified ICT provider. We envisage a world where our Unified Computing Portfolio is dominated by Infrastructure as a Service (IaaS). Pay as you grow becomes the norm. Computing, Applications and Data would be globally accessible, even if virtualised across dispersed hosting resources. And all of these services come together for the customer through the Interoute Hub, the portal that provides a window to the customer’s IT infrastructure. As a result, the Interoute network itself becomes a service. There are four pillars supporting our goal and strategy: SERVICE PROVIDER LEADERSHIP: Interoute leverages its physical asset to serve the world’s major Service Providers when they have network needs in Europe. Our physical advantage positions Interoute as a bridge between East and West, North and South, with telecommunications links to North America, the Middle East and the length of Africa (see map above). UNIFIED ICT FOR THE ENTERPRISE: Interoute leverages its ownership of Europe’s most advanced network as well as Hosting capabilities to deliver IT infrastructure as a service, enabling networkcentric ICT solutions in the cloud. This puts people in business faster, and helps them grow those businesses more cost-effectively. 9 Interoute Communications Holdings S.A. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (cont) CENTRALLY MANAGED, LOCALLY OPERATED: We centrally manage our pan-European network and facilities, but we locally operate in 29 countries throughout Europe and in the USA. More than 40 different nationalities work in our Network Operations Centre in Prague, coordinating with our 25 regional network maintenance offices in Europe. Interoute supports 15 languages, usually by native speakers. Thus, Interoute speaks the languages of Europe, and we use that asset to provide support to Customers and to negotiate with suppliers. COST LEADERSHIP: Interoute has used its traditional focus on cost control and efficiency as a competitive advantage. This pillar serves us well in the competitive communications market. Looking forward The Group is now focused on accelerating cash generation and using that liquidity to grow its market share through acquisitions targeted at specific geographies and capabilities. At the top of our list of priorities: acquisition of video conferencing solutions for our Enterprise customers. Interoute is ideally placed to drive a pan-European solution for video conferencing as part of our Unified ICT product set. At the same time, the Group will continue to load the network organically, with minimal additional overhead cost, something the Interoute management team has done effectively since 2003 (see “Interoute’s Operational Gearing” above). As a leader in deployment of network-centric ICT across the European footprint, Interoute is focused on the future that looks increasingly Cloud-like. For the Group, this means investment in and development of capabilities from Infrastructure as a Service (IaaS) to Communications as a Service (CaaS). Our ultimate aim is to make “Interoute as a Service” Europe’s preferred choice for advanced communications solutions. Gareth Williams Chief Executive Officer, Interoute 10