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iesy Repository GmbH - Irish Stock Exchange

iesy Repository GmbH - Irish Stock Exchange

Other operating expenses

Other operating expenses decreased by €25.1 million, or 23.3%, from €107.7 million in the year ended December 31, 2003 (€99.5 million in the audited year ended December 31, 2003 (including eleven months of operations)) to €82.6 million in the year ended December 31, 2004. This decrease was primarily due to the implementation of cost-saving measures which reduced ish’s consulting fees and rental and leasing fees. Other Interest and Similar Income Other interest and similar income decreased 30.6% at €3.6 million for the year ended December 31, 2003 (€3.3 million in the audited year ended December 31, 2003 (including eleven months of operations)) to €2.5 million for the year ended December 31, 2004. Interest and Similar Expenses Interest and similar expenses include interest and fees paid with respect to ish’s senior credit facilities. Other interest and similar expenses decreased by €10.3 million, or 12.4%, from €82.9 million in the year ended December 31, 2003 (€74.4 million in the audited year ended December 31, 2003 (including eleven months of operations)) to €72.7 million in the year ended December 31, 2004. This decrease was primarily due to the repayment of approximately €116.2 million of debt in 2004 and a decrease to the floating interest rates of ish’s senior bank debt. Income Taxes ish had a de minimis amount of income and trade tax in the year ended December 31, 2004 relating to the business of KSG. Net Loss Net loss was €22.6 million in the year ended December 31, 2003 (€12.4 million in the audited eleven months ended December 31, 2003) compared to a net loss of €72.7 million in the year ended December 31, 2004. This change was caused by the factors indicated above and the difference of €58.5 million arising from the first-time consolidation of ish KG which was released in full in the year ended December 31, 2003, as the loss situation anticipated at the time the 2003 ish Acquisition occurred in 2003. Liquidity and Capital Resources as of and for the years ended December 31, 2003 and 2004 Cash Flows ish’s primary sources of liquidity are cash flows from operating activities and bank borrowings. The table below summarizes ish’s cash flows for the year ended December 31, 2003 (including eleven months of operations) and the year ended December 31, 2004 and the unaudited cash flow information for the year ended December 31, 2003 (including aggregated twelve months of operations): 130 Audited year ended December 31, 2003 (including eleven months of operations) Unaudited year ended December 31, 2003 (including aggregated twelve months of operations) Audited year ended December 31, 2004 (€’000s) Cash flow from operating activities 91,562 124,928 140,688 Cash flow from investing activities (19,983) (22,681) (31,865) Cash flow from financing activities (95,596) (96,164) (131,750) Year ended December 31, 2004 compared to the year ended December 31, 2003 Cash Flow from Operating Activities ish’s cash flow provided from operating activities increased by €15.8 million from a cash inflow of €124.9 million in the year ended December 31, 2003 (€91.6 million in the audited eleven months ended December 31, 2003) to a cash inflow of €140.7 million in the year ended December 31, 2004. In 2003, cash flow was negatively impacted by settlement of

estructuring liabilities, while 2004 reflects a decrease in accruals and in inventories, trade accounts receivables and other assets and a decrease in trade payables and other liabilities. Cash Flow from Investing Activities ish’s cash flow used in investing activities increased by €9.2 million from a cash outflow of €22.7 million in the year ended December 31, 2003 (a cash outflow of €20.0 million in the audited eleven months ended December 31, 2003) to a cash outflow of €31.9 million in the year ended December 31, 2004. This change was primarily due to higher investments in property, plant and equipment. Cash Flow from Financing Activities ish’s cash flow from financing activities increased by €35.6 million from a cash outflow of €96.2 million in the year ended December 31, 2003 (a cash outflow from financing activities of €95.6 million in the audited eleven months ended December 31, 2003) to a cash outflow of €131.8 million in the year ended December 31, 2004. This was due to loan repayments and dividends paid to shareholders. As a result of the factors described above, ish’s cash balance was €109.5 million and €86.6 million as at December 31, 2003 and 2004, respectively. Capital Resources For a discussion of capital resources, please see “Operating and Financial Review and Prospects of iesy—Cash Flow— Capital Resources.” Aggregate Financial Obligations The following table summarizes the financial payments that ish will be obligated to make under its debt instruments as of December 31, 2004. The information presented in the table below reflects management’s estimates of the contractual maturities of ish’s obligations. These maturities may differ significantly from the actual maturity of these obligations. In particular, debt under ish’s existing credit facilities may be retired earlier due to mandatory prepayments, such as from excess cash flow. 131 Payments due by period (€’000s) Less than 1 Year 1-5 years more than 5 years Liabilities to banks 0 583,273 (1) 0 Trade payables 8,993 0 0 Capital lease liability (2) 8,191 39,635 335,244 Other liabilities (3) 42,831 75,000 0 Total 60,015 697,908 335,244 (1) In connection with the ish Acquisition, this amount was repaid and ish became a borrower under the Senior Credit Facilities. (2) After the completion of the ish Acquisition, it is anticipated that ish will account for its capital leases as operating leases in accordance with iesy’s accounting policies. (3) In connection with the ish Acquisition, €100.0 million related to notes outstanding was repaid. Leasing and Rental Obligations ish has entered into various license, rental and operating lease agreements. ish has also entered into several long term SLAs with DTAG and its affiliates. These include usage and access agreements for underground cable ducts space, the use of fiber optic transmission systems, tower and facility space. In general, these agreements primarily impose fixed prices for a limited period of time, which may then be raised to reflect increased costs, subject to index-linked limitations. Some agreements impose prices based on the cost to DTAG of services that are passed through to ish. ish has the ability to terminate these agreements with notice periods of between 12 and 24 months. Furthermore, ish has concluded the BRN-ish agreements with DTAG. Except for SLAs with DTAG relating to access to underground cable duct space, which are treated as capital leases, ish treats these leases as operating leases and expenses costs relating to such leases as services are provided. See “Business—Business of ish—Supply—SLAs with DTAG.” See “Risk Factors—Risks Relating to Our Indebtedness and Our Structure—Our high leverage and debt service obligations could materially adversely affect our business, financial

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    PROSPECTUS iesy Repository GmbH €

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    the market price of the Notes at a

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    which the issue or the offer of sec

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    “combined entity”, and “we”

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    “Tele Columbus” refers to the c

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    Revenue generating units, or “RGU

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    CURRENCY PRESENTATION AND EXCHANGE

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    end of 2005. Our subscribers can al

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    populations, with approximately 2.7

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    In April/May 2005, iesy entered int

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    Our Corporate and Financing Structu

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    THE OFFERING The summary below desc

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    Optional Redemption We may redeem a

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    SUMMARY FINANCIAL AND OPERATING INF

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    iesy Other Financial Data (unaudite

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    iesy Operational Data (unaudited) R

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    ish Income Statement Data Audited y

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    35 Three months ended Year ended De

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    37 As of December 31, As of March 3

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    RISK FACTORS You should carefully c

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    acquiring content, purchasing servi

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    agreements—MSG”). We cannot ass

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    In addition, most of our cable netw

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    Strikes or other industrial actions

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    acquisitions. In addition, any addi

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    provision and may not be abusive. S

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    €1,050.0 million would have been

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    We depend on payments from our subs

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    • Claims against the Issuer and s

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    Senior Credit Facilities before the

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    court rulings did not address the p

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    THE ISH ACQUISITION The description

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    In addition to the warranties, spec

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    CAPITALIZATION The following table

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    Unaudited Pro Forma Condensed Conso

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    NOTES TO THE UNAUDITED PRO FORMA CO

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    (€m, except percentages) Pro form

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    Income Statement Data 75 Audited Ye

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    (7) Number of subscribers at the en

  • Page 79 and 80: • iesy’s premium cable televisi
  • Page 81 and 82: egulated pricing model. Fees are pa
  • Page 83 and 84: Risks Relating to Our Indebtedness
  • Page 85 and 86: Legal, Consulting and Management Fe
  • Page 87 and 88: Subscribers iesy classifies its cus
  • Page 89 and 90: 2003 to €8.20 per subscriber in t
  • Page 91 and 92: • the senior credit facilities we
  • Page 93 and 94: average installation fees from July
  • Page 95 and 96: Cash flow from investing activities
  • Page 97 and 98: In the three months ended March 31,
  • Page 99 and 100: eview and optimization of services
  • Page 101 and 102: Cash Flow from Operating Activities
  • Page 103 and 104: oadcasters in television and radio.
  • Page 105 and 106: educed or increased by a material a
  • Page 107 and 108: Income Statement Data Audited year
  • Page 109 and 110: 109 As of December 31, As of March
  • Page 111 and 112: • ish’s premium cable televisio
  • Page 113 and 114: In addition, ish markets pay-per-vi
  • Page 115 and 116: Cost of Materials and Services Cost
  • Page 117 and 118: For accounting purposes, ish treats
  • Page 119 and 120: Subscribers ish classifies its cust
  • Page 121 and 122: Competition ish faces significant c
  • Page 123 and 124: This decrease was primarily due to
  • Page 125 and 126: Net Loss Net loss was €17.9 milli
  • Page 127 and 128: Pension Obligations As of March 31,
  • Page 129: Term Sheets with DTAG, BRN-ish agre
  • Page 133 and 134: accrual for pending losses. The exp
  • Page 135 and 136: International Financial Reporting S
  • Page 137 and 138: Content Providers Basic Television
  • Page 139 and 140: Digital Home” and PrimaCom offers
  • Page 141 and 142: [GRAPHIC] [GRAPHIC] Level 4 is the
  • Page 143 and 144: shared access basis. In this case,
  • Page 145 and 146: The following table shows several k
  • Page 147 and 148: In the domestic market, the German
  • Page 149 and 150: BUSINESS Unless otherwise indicated
  • Page 151 and 152: Germany, with approximately 30.2 mi
  • Page 153 and 154: Prudently deploying capital. Our de
  • Page 155 and 156: iesy’s Current Basic Cable Televi
  • Page 157 and 158: amounted to €8.0 million or 5.9%
  • Page 159 and 160: within iesy’s upgraded areas and
  • Page 161 and 162: Supply The following chart shows th
  • Page 163 and 164: Term Sheet Service Duration Offer o
  • Page 165 and 166: y the new fiber system. See “Oper
  • Page 167 and 168: part of settling arbitration procee
  • Page 169 and 170: Business of ish Products and Servic
  • Page 171 and 172: ish’s Current Basic Cable Televis
  • Page 173 and 174: In addition to the monthly subscrip
  • Page 175 and 176: Customers who subscribe to Premiere
  • Page 177 and 178: Sales ish’s sales team is divided
  • Page 179 and 180: The following chart illustrates ish
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    Term Sheet Service Duration Co-use

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    Lease of space for broadband cable

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    Other Significant Supply Agreements

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    ights themselves. As an exception,

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    Competition The cable television an

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    Introduction REGULATION German law

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    We assume that we will be deemed to

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    The Amendment provides that provisi

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    • Providers who had a dominant po

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    in the Munich office of Apax Partne

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    Marketing for Germany and Austria,

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    Gerard Tyler is ish’s Treasurer.

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    CERTAIN RELATIONSHIPS AND RELATED P

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    Beneficial Ownership The following

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    DESCRIPTION OF OTHER INDEBTEDNESS T

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    period (unless the interest period

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    Subordinated Bridge Facility In con

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    • the ability of the Obligors (ot

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    owed by the Insolvent Obligor will

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    DESCRIPTION OF THE NOTES The Issuer

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    in London, the Bank of New York, Ne

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    Issuer have agreed that iesy Hessen

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    Subsidiary Guarantor outstanding wh

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    the amount of their secured claim.

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    provisions described under “—De

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    In addition, the Intercreditor Agre

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    Euro Note to and including February

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    circumstances referred to above exi

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    that it has unconditionally exercis

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    time outstanding not exceeding (i)

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    description of this covenant and no

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    Date of any Indebtedness that has b

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    (13) Investments in an aggregate am

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    supplement or other modification) t

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    (1) the assumption by the transfere

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    Reports Whether or not required by

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    of the European Union on January 1,

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    contemporaneously with any such act

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    25% in principal amount of the outs

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    (2) provide for the assumption by a

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    (6) an Officer’s Certificate stat

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    calculated based on the relevant cu

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    “Bank Indebtedness” means any a

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    Consolidated Net Income (excluding

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    (9) the impact of capitalized inter

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    “Exchange Act” means the U.S. S

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    (iii) for the avoidance of doubt, a

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    “Nationally Recognized Statistica

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    (2) Investments in another Person i

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    (15) Permitted Collateral Liens; (1

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    (5) in the case of Apollo and Golde

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    service level agreement as replaced

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    “Unrestricted Subsidiary” means

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    The Issuer and the Trustee and thei

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    Secondary Market Trading The Book-E

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    to trade tax. The taxable gain from

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    date). A U.S. Holder’s adjusted t

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    (c) for so long as the Notes are el

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    PLAN OF DISTRIBUTION We, the Subsid

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    LEGAL MATTERS Certain legal matters

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    WHERE YOU CAN FIND OTHER INFORMATIO

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    Listing LISTING AND GENERAL INFORMA

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    INDEX TO FINANCIAL STATEMENTS iesy

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    Assets iesy Hessen GmbH & Co. KG, W

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    I. Application of Legal Provisions

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    III. Explanation of Balance Sheet a

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    Last year’s extraordinary expense

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    INDEPENDENT AUDITORS’ REPORT We h

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    iesy Repository GmbH, Hamburg AMEND

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    and remaining useful life for the i

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    The movements in consolidated equit

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    iesy Repository GmbH, Hamburg AMEND

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    Assets iesy Repository GmbH, Hambur

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    I. Basis of Presentation The consol

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    V. Explanations to Material Items o

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    Network infrastructure, rental, lea

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    iesy Repository GmbH, Hamburg UNAUD

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    1. Basis of Presentation iesy Repos

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    5. Explanations to Material Items o

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    Shareholdings of iesy Repository Gm

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    iesy Hessen GmbH & Co. KG, Weiterst

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    COURTESY TRANSLATION FROM THE GERMA

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    COURTESY TRANSLATION FROM THE GERMA

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    (1) General COURTESY TRANSLATION FR

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    (3) Accounting and Valuation Princi

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    COURTESY TRANSLATION FROM THE GERMA

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    COURTESY TRANSLATION FROM THE GERMA

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    COURTESY TRANSLATION FROM THE GERMA

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    The following auditors’ report (B

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    COURTESY TRANSLATION FROM THE GERMA

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    COURTESY TRANSLATION FROM THE GERMA

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    COURTESY TRANSLATION FROM THE GERMA

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    Inventories COURTESY TRANSLATION FR

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    Goodwill COURTESY TRANSLATION FROM

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    COURTESY TRANSLATION FROM THE GERMA

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    Depreciation and Amortization COURT

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    COURTESY TRANSLATION FROM THE GERMA

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    COURTESY TRANSLATION FROM THE GERMA

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    COURTESY TRANSLATION FROM THE GERMA

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    (1) General COURTESY TRANSLATION FR

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    COURTESY TRANSLATION FROM THE GERMA

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    COURTESY TRANSLATION FROM THE GERMA

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    COURTESY TRANSLATION FROM THE GERMA

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    Cost of materials COURTESY TRANSLAT

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    [THIS PAGE INTENTIONALLY LEFT BLANK

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    Goodwill. Under German GAAP, the di

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    Under U.S. GAAP, loan origination f

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    IFRS requires a purchase price allo

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    financial liability incurred result

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    €235,000,000 10 1 /8% Senior Note

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