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iesy Repository GmbH - Irish Stock Exchange

iesy Repository GmbH - Irish Stock Exchange

Each of the covenants is

Each of the covenants is subject to a number of important exceptions and qualifications. See “Description of the Notes—Certain Covenants.” Additional Notes Additional Notes may be issued from time to time under the Indenture and, if issued, would benefit from the pledges described under “—Security” above and the Subsidiary Guarantees described under “—Subsidiary Guarantees” above. Any such Additional Notes may form the same series with and will be governed by the same Indenture as the Notes offered hereby. Transfer Restrictions We have not registered the Notes or the Subsidiary Guarantees under the U.S. Securities Act. The Notes are subject to restrictions on transfer and may only be offered or sold in transactions that are exempt from or not subject to the registration requirements of the U.S. Securities Act. See “Notice to Investors.” No Prior Market The Notes will be new securities for which there is currently no market. Although the Initial Purchasers have informed us that they intend to make a market in the Notes, they are not obligated to do so and the Initial Purchasers may discontinue any market-making at any time without notice. Accordingly, we cannot assure you that a liquid market for the Notes will develop or be maintained. Listing Application has been made to the Irish Financial Services Regulatory Authority in its capacity as competent authority under European Union Prospectus Directive 2003/71/EC and to the Irish Stock Exchange for admission of the Notes to the Official List of the Irish Stock Exchange and admission to trading on the Irish Stock Exchange. The Dollar Notes are expected to be eligible for trading on The PORTAL SM Market of the National Association of Securities Dealers, Inc. Governing Law The Notes and the Indenture will be governed by the laws of the State of New York. The pledges constituting the Security will be governed by German law, and the Intercreditor Agreement will be governed by English law. Use of Proceeds We will use the net proceeds from the offering of the Notes to repay the amounts borrowed under the Subordinated Bridge Facility in connection with the funding of the ish Acquisition. See “Use of Proceeds.” You should refer to the section entitled “Risk Factors” beginning on page 27 for an explanation of certain risks involved in investing in the Notes. 26

SUMMARY FINANCIAL AND OPERATING INFORMATION The tables below present certain consolidated income statement, balance sheet and other financial and operational data of iesy and ish on the basis of German GAAP. German GAAP differs in certain significant respects from U.S. GAAP and IFRS. See “Annex A: Summary of Certain Significant Differences Between German GAAP and U.S. GAAP” and “Annex B: Summary of Certain Significant Differences Between German GAAP and IFRS” for a discussion of certain significant differences between German GAAP and U.S. GAAP and IFRS. Although iesy and ish are not required to prepare cash flow statements under German GAAP, the tables also present certain consolidated cash flow statement data of iesy and ish. The data presented below is derived from iesy and ish’s unaudited consolidated financial information for the three months ended March 31, 2004 and 2005 and iesy and ish’s audited consolidated financial statements including elsewhere in this Prospectus, except for ish’s unaudited financial data for the year ended December 31, 2003. iesy has also included certain subscriber and other operating data in the tables below. The installation of a new information technology system and changes to iesy’s financial accounting system during the course of 2002 revealed inconsistencies in iesy’s subscriber data necessitating data cleansing and subscriber data corrections throughout 2003, which may affect the accuracy of subscriber and other operating data for such period. You should not place undue reliance on this operating data, which may not be indicative of iesy’s historical or future results of operations. See “Risk Factors—Risks Relating to Our Business—Certain of iesy’s financial information may not be representative of its actual results and its subscriber and operating data may not be accurate. It has not provided any discussion or analysis of the iesy Predecessor’s financial results or condition.” The financial information presented below with respect to ish is based on the unaudited financial information for the three months ended March 31, 2004 and 2005, the audited financial information for the year ended December 31, 2004, the audited financial information for the year ended December 31, 2003 (including eleven months of operations for the subsidiaries acquired on January 31, 2003), and the unaudited financial information for the year ended December 31, 2003. The unaudited financial information of ish for the year ended December 31, 2003 is an aggregation of unaudited information for 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 were acquired by Kabelnetz KG on January 31, 2003, and the audited consolidated financial information for the year ended December 31, 2003 of ish, including eleven months of operations for the subsidiaries acquired on January 31, 2003. We have included the unaudited financial information for the year ended December 31, 2003 because it may be more useful for investors in comparing ish’s financial results in 2003 and 2004. Audited consolidated financial information does not exist in relation to ish’s business prior to the 2003 ish Acquisition in January 2003, and comparability of actual information would also be limited because only the non-operating subsidiaries of ish, Kabelnetz GP and Kabelnetz KG were included in the consolidated ish financial statements prior to the 2003 ish Acquisition. We derived the financial data for the twelve months ended March 31, 2005 by adding for iesy and ish, respectively, consolidated financial data for the year ended December 31, 2004 to their consolidated interim financial data for the three months ended March 31, 2005 and subtracting their consolidated interim financial data for the three months ended March 31, 2004, respectively. The data for the twelve-month period ended March 31, 2005 is for informational purposes only and is not necessarily representative of iesy or ish’s results of operation for any future period or iesy or ish’s financial condition at any future date. The unaudited pro forma financial data included in the tables below gives effect to the Refinancing, the ish Acquisition and the Financing and has been derived from our historical consolidated financial information and is based on certain assumptions and adjustments. This unaudited pro forma financial data has not been prepared in conformity with the requirements of German GAAP, U.S. GAAP, SEC requirements or any other accounting standards. Accordingly, the presentation, assumptions and adjustments of our unaudited pro forma financial data may differ from that permitted under those standards. Investors are cautioned against placing undue reliance on this unaudited pro forma financial data. See “Unaudited Pro Forma Condensed Consolidated Financial Statements of iesy.” The information below should be read together with the financial statements and the notes to those statements included in this Prospectus, “Operating and Financial Review and Prospects of iesy,” “Operating and Financial Review and Prospects of ish” and “Capitalization.” 27

  • Page 1 and 2: PROSPECTUS iesy Repository GmbH €
  • Page 3 and 4: the market price of the Notes at a
  • Page 5 and 6: which the issue or the offer of sec
  • Page 7 and 8: “combined entity”, and “we”
  • Page 9 and 10: “Tele Columbus” refers to the c
  • Page 11 and 12: Revenue generating units, or “RGU
  • Page 13 and 14: CURRENCY PRESENTATION AND EXCHANGE
  • Page 15 and 16: end of 2005. Our subscribers can al
  • Page 17 and 18: populations, with approximately 2.7
  • Page 19 and 20: In April/May 2005, iesy entered int
  • Page 21 and 22: Our Corporate and Financing Structu
  • Page 23 and 24: THE OFFERING The summary below desc
  • Page 25: Optional Redemption We may redeem a
  • Page 29 and 30: iesy Other Financial Data (unaudite
  • Page 31 and 32: iesy Operational Data (unaudited) R
  • Page 33 and 34: ish Income Statement Data Audited y
  • Page 35 and 36: 35 Three months ended Year ended De
  • Page 37 and 38: 37 As of December 31, As of March 3
  • Page 39 and 40: RISK FACTORS You should carefully c
  • Page 41 and 42: acquiring content, purchasing servi
  • Page 43 and 44: agreements—MSG”). We cannot ass
  • Page 45 and 46: In addition, most of our cable netw
  • Page 47 and 48: Strikes or other industrial actions
  • Page 49 and 50: acquisitions. In addition, any addi
  • Page 51 and 52: provision and may not be abusive. S
  • Page 53 and 54: €1,050.0 million would have been
  • Page 55 and 56: We depend on payments from our subs
  • Page 57 and 58: • Claims against the Issuer and s
  • Page 59 and 60: Senior Credit Facilities before the
  • Page 61 and 62: court rulings did not address the p
  • Page 63 and 64: THE ISH ACQUISITION The description
  • Page 65 and 66: In addition to the warranties, spec
  • Page 67 and 68: CAPITALIZATION The following table
  • Page 69 and 70: Unaudited Pro Forma Condensed Conso
  • Page 71 and 72: NOTES TO THE UNAUDITED PRO FORMA CO
  • Page 73 and 74: (€m, except percentages) Pro form
  • Page 75 and 76: Income Statement Data 75 Audited Ye
  • Page 77 and 78:

    (7) Number of subscribers at the en

  • Page 79 and 80:

    • 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

  • Page 87 and 88:

    Subscribers iesy classifies its cus

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    2003 to €8.20 per subscriber in t

  • Page 91 and 92:

    • 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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    oadcasters in television and radio.

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    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

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    • ish’s premium cable televisio

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    In addition, ish markets pay-per-vi

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    Cost of Materials and Services Cost

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    For accounting purposes, ish treats

  • Page 119 and 120:

    Subscribers ish classifies its cust

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    Competition ish faces significant c

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    This decrease was primarily due to

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    Net Loss Net loss was €17.9 milli

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    Pension Obligations As of March 31,

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    Term Sheets with DTAG, BRN-ish agre

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    estructuring liabilities, while 200

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    accrual for pending losses. The exp

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    International Financial Reporting S

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    Content Providers Basic Television

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    Digital Home” and PrimaCom offers

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    [GRAPHIC] [GRAPHIC] Level 4 is the

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    shared access basis. In this case,

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    The following table shows several k

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    In the domestic market, the German

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    BUSINESS Unless otherwise indicated

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    Germany, with approximately 30.2 mi

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    Prudently deploying capital. Our de

  • Page 155 and 156:

    iesy’s Current Basic Cable Televi

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    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

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    Business of ish Products and Servic

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    ish’s Current Basic Cable Televis

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    In addition to the monthly subscrip

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    Customers who subscribe to Premiere

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    Sales ish’s sales team is divided

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    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

  • Page 185 and 186:

    Other Significant Supply Agreements

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    ights themselves. As an exception,

  • Page 189 and 190:

    Competition The cable television an

  • Page 191 and 192:

    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

  • Page 265 and 266:

    “Bank Indebtedness” means any a

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    Consolidated Net Income (excluding

  • Page 269 and 270:

    (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

  • Page 295 and 296:

    (c) for so long as the Notes are el

  • Page 297 and 298:

    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

  • Page 303 and 304:

    Listing LISTING AND GENERAL INFORMA

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    INDEX TO FINANCIAL STATEMENTS iesy

  • Page 307 and 308:

    Assets iesy Hessen GmbH & Co. KG, W

  • Page 309 and 310:

    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

  • Page 345 and 346:

    COURTESY TRANSLATION FROM THE GERMA

  • Page 347 and 348:

    (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

  • Page 367 and 368:

    Goodwill COURTESY TRANSLATION FROM

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    COURTESY TRANSLATION FROM THE GERMA

  • Page 371 and 372:

    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

  • Page 389 and 390:

    [THIS PAGE INTENTIONALLY LEFT BLANK

  • Page 391 and 392:

    Goodwill. Under German GAAP, the di

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    Under U.S. GAAP, loan origination f

  • Page 395 and 396:

    IFRS requires a purchase price allo

  • Page 397 and 398:

    financial liability incurred result

  • Page 399 and 400:

    €235,000,000 10 1 /8% Senior Note

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