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iesy Repository GmbH - Irish Stock Exchange

iesy Repository GmbH - Irish Stock Exchange

(7) Revenue generating

(7) Revenue generating units, or “RGUs,” relate to sources of revenue, which may not always be the same as subscriber numbers. For example, one person may subscribe to two different services, thereby accounting for only one subscriber but for two RGUs. (8) Calculated by dividing basic cable subscription revenues (including basic cable installation fees but excluding basic cable carriage fees) for a period by the average number of total basic cable subscribers for that period and the number of months for that period. Basic Cable Television As of March 31, 2005, iesy’s network passed approximately 1.9 million homes, of which approximately 1.2 million are connected and subscribe to iesy’s services. The majority of iesy’s customers subscribe to a basic programming package consisting of 30 to 35 television channels (depending on the region served) and up to 39 radio channels. Subscriber Segments iesy divides its subscribers into three specific market segments, each targeted with its own tailored marketing, sales and advertising techniques: Residential subscribers. Residential subscribers total approximately 522,000 (43.6% of iesy’s total subscribers) and represent accounts with single or small multiple-dwelling units of up to five homes. These are generally owner occupiers and can be marketed to individually. For the three months ended March 31, 2005, ARPU for residential customers amounted to €11.71. Housing associations. Housing associations account for approximately 433,000 subscribers (36.2% of iesy’s total subscribers) and represent accounts with multiple-dwelling units of six or more homes. There are numerous subsegments within this category, encompassing professional property investors, public property owners, property management firms and financial investors. In addition, account management and developing strong personal relationships with customers is important in this segment. Within this segment is included customers that not only own and operate their own Level 4 networks, but also operate and administer the networks of other housing associations and, accordingly, display certain characteristics of professional Level 4 operators. While the majority of these housing associations subscribe to iesy’s services pursuant to its standard terms and conditions, iesy has multi-year framework agreements with a number of its larger customers within this segment. iesy intends to sign a greater number of housing associations to multi-year contracts to further secure its basic cable subscriber base. Most housing associations enjoy volume-based discounts built into iesy’s standard rate card. Housing associations that sign multi-year contracts typically receive additional discounts. For the three months ended March 31, 2005, ARPU for housing associations was €6.30. Professional Level 4 operators. The professional Level 4 operators (BN, EWT, PrimaCom and Tele Columbus) account for approximately 242,000 subscribers or 20.2% of iesy’s total subscriber base but account for only 8.5% of iesy’s total revenues in the three months ended March 31, 2005. These operators procure the basic television signal from iesy and resell it generally to housing associations. Professional Level 4 operators generally enjoy volume-based discounts built into iesy’s standard rate card, which create incentives for these operators to cluster behind individual connection points. Historically, iesy has entered into agreements with professional Level 4 operators, which provided for a further discount to iesy’s standard rate card. Operator-specific discounts, when combined with volume-based discounts built into the standard rate card, result in substantially lower ARPU within this segment. While iesy’s ARPU for this segment has increased, some professional Level 4 operators have opted to disconnect subscribers from its network. For the three months ended March 31, 2005, ARPU for professional Level 4 operators was €4.05. iesy’s costs associated with these customers are lower for a variety of reasons, particularly since iesy is not responsible for certain Level 4 activities, including customer care. iesy seeks to establish closer cooperation with Level 4 operators so that both parties can grow their respective businesses. For example, iesy and both Tele Columbus and PrimaCom have agreed to co-brand their foreign language programming. 154

iesy’s Current Basic Cable Television Products Each of iesy’s approximately 1.2 million subscribers receives a basic analog package of 30 to 35 television channels (depending on the region served) and up to 39 radio channels. Typically, iesy’s most standard package, which includes programs that share their time on one channel, covers the following programs: Program Description 3sat News, sports, and culture ARD General interest Arte Cultural, arts Bayern 3 General interest BBC World International news Bloomberg-TV International business news CNN Intern. English international news DSF Sports Euronews European news EUROSPORT Sports Home Shopping Europe Teleshopping hr fernsehen General interest KABEL 1 Entertainment Kinderkanal Family entertainment MDR General interest MTV CENTRAL Music television MTV 2POP Music television N24 News and information N3 (Nordmagazin) General interest NBC English news and information n-tv News and information NEUN LIVE Transaction channel (shows) OKFFM Special interest PHOENIX Documentary and political events ProSieben Entertainment QVC Teleshopping RMTV News and entertainment RTL Entertainment RTL 2 Entertainment RTL Shop Teleshopping SAT 1 Entertainment SÜDWEST RP General interest Super RTL Family entertainment Tele 5 Entertainment TV5 French programming VIVA Music television VIVA PLUS Music television VOX Entertainment WDR General interest ZDF General interest iesy’s subscribers also have access to the programming of smaller, regional and local broadcasters. Such regional and local programs are targeted at smaller audiences, consisting of only a few thousand viewers in some cases. Due to the high costs of satellite transponders, certain regional and local content providers offer these programs only over iesy’s cable network and via terrestrial television. Subscribers of iesy’s basic cable television package may buy a set-top box in order to receive premium cable television programming. The digital programming of Germany’s public broadcasters, branded ARD digital and ZDF vision, is available free of charge to viewers with a set-top box. No smart card is required to receive this programming. 155

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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

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    • iesy’s premium cable televisi

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    egulated pricing model. Fees are pa

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    Risks Relating to Our Indebtedness

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    Legal, Consulting and Management Fe

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    Subscribers iesy classifies its cus

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    2003 to €8.20 per subscriber in t

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    • the senior credit facilities we

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    average installation fees from July

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    Cash flow from investing activities

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    In the three months ended March 31,

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    eview and optimization of services

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    Cash Flow from Operating Activities

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  • 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 and 130: Term Sheets with DTAG, BRN-ish agre
  • Page 131 and 132: estructuring liabilities, while 200
  • 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: Prudently deploying capital. Our de
  • 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
  • Page 181 and 182: Term Sheet Service Duration Co-use
  • Page 183 and 184: Lease of space for broadband cable
  • Page 185 and 186: Other Significant Supply Agreements
  • Page 187 and 188: ights themselves. As an exception,
  • Page 189 and 190: Competition The cable television an
  • Page 191 and 192: Introduction REGULATION German law
  • Page 193 and 194: We assume that we will be deemed to
  • Page 195 and 196: The Amendment provides that provisi
  • Page 197 and 198: • Providers who had a dominant po
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  • Page 203 and 204: 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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