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iesy Repository GmbH - Irish Stock Exchange

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OPERATING AND FINANCIAL REVIEW AND PROSPECTS OF ISH<br />

The following discussion and analysis is based on the unaudited consolidated financial information for the three<br />

months ended March 31, 2004 and 2005 and the audited consolidated financial statements for the years ended December 31,<br />

2003 and 2004 of ish and the unaudited financial information for the year ended December 31, 2003, including the<br />

aggregated twelve months of operating business, for the subsidiaries of ish.<br />

You should read the following discussion of ish’s results of operations and financial condition in conjunction with the<br />

sections entitled “Summary—Summary Financial and Operating Information,” “Selected Financial and Operating<br />

Information of ish” and “Risk Factors” and with the financial statements and the related notes of ish included elsewhere in<br />

this Prospectus.<br />

Historically, ish’s financial information has been prepared on the basis of German GAAP. In the future, ish may also<br />

choose to or be required to adopt IFRS. For a discussion of certain significant differences between German GAAP, U.S.<br />

GAAP and IFRS, as they apply or would apply to ish, see “Annex A: Summary of Certain Significant Differences Between<br />

German GAAP and U.S. GAAP” and “Annex B: Summary of Certain Significant Differences Between German GAAP and<br />

IFRS.”<br />

In addition, you should note that the information presented is based on the unaudited financial information for the<br />

three months ended March 31, 2004 and 2005, the audited financial information for the year ended December 31, 2004, the<br />

audited financial information for the year ended December 31, 2003 (including eleven months of operations for the<br />

subsidiaries acquired on January 31, 2003), and the unaudited financial information for the year ended December 31, 2003.<br />

The unaudited financial information for the year ended December 31, 2003 is an aggregation of unaudited information for<br />

the month ended January 31, 2003 of the operating business of ish GP, ish KG, ish KS GP, ish KS and KSG, all of which<br />

were acquired by Kabelnetz KG on January 31, 2003, and the audited consolidated financial information for the year ended<br />

December 31, 2003 of ish, including eleven months of operations for the subsidiaries acquired on January 31, 2003. Audited<br />

consolidated financial information does not exist in relation to ish’s business prior to the 2003 ish Acquisition in January<br />

2003, and comparability of actual information would also be limited because only the non-operating subsidiaries of ish,<br />

Kabelnetz GP and Kabelnetz KG, were included in the consolidated ish financial statements prior to the 2003 ish<br />

Acquisition. We have included the unaudited financial information for the twelve months ended December 31, 2003 because<br />

it may be more useful for investors in comparing ish’s financial results in 2003 and 2004.<br />

This unaudited financial information for the year ended December 31, 2003 has not been prepared in conformity with<br />

SEC requirements, German GAAP, U.S. GAAP or any other accounting standards. Accordingly, the presentation,<br />

assumptions and adjustments of this unaudited financial information may differ from that permitted under those standards,<br />

and this unaudited financial information does not include adjustments to reflect the effects of purchase accounting or other<br />

adjustments that may be necessary under those standards to reflect the effects of the acquisition discussed above as if it<br />

occurred on January 1, 2003. The unaudited financial information may not be representative of the actual results that would<br />

have occurred had the acquisition occurred on January 1, 2003. Investors are cautioned against placing undue reliance on<br />

this unaudited information.<br />

The following discussion and analysis of ish’s financial condition and results of operations contains forward-looking<br />

statements. ish’s actual results could differ materially from those that are discussed in these forward-looking statements.<br />

Factors that could cause or contribute to such differences include those discussed below and elsewhere in this Prospectus,<br />

particularly under “Risk Factors” and “Disclosure Regarding Forward-Looking Statements.”<br />

Factors Affecting ish’s Results of Operations<br />

ish’s results of operations have been, and will continue to be, affected by a number of events and actions, some of<br />

which are beyond ish’s control. However, there are some specific items that ish believes have impacted ish’s results of<br />

operations and, in some cases, will continue to impact ish’s results on a consolidated level and within ish’s individual<br />

business units. In this section, we discuss the ways in which ish generates revenues and the main costs associated with<br />

generating these revenues. We also discuss several additional factors that we believe have, or could have, an impact on these<br />

results, such as ish’s indebtedness, customer churn, competition and capital expenditures. Please also see “Risk Factors.”<br />

Overview of Total Revenues<br />

ish derives revenues from five business activities:<br />

• ish’s basic cable television business (including subscription and installation fees, but excluding carriage fees)<br />

which generated €87.7 million (84.8%) of ish’s total revenues in the three months ended March 31, 2005 and<br />

€359.5 million (84.8%) of ish’s total revenues for the year ended December 31, 2004;<br />

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