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iesy Repository GmbH - Irish Stock Exchange

iesy Repository GmbH - Irish Stock Exchange

ish Balance Sheet Data

ish Balance Sheet Data 34 Audited Unaudited As of December 31, As of March 31, 2003 2004 2005 (€’000s) Cash on hand and cash at banks 109,501 86,574 108,024 Intangible assets 83,741 69,085 63,814 Tangible assets 1,344,664 1,182,951 1,146,541 Total assets 1,623,996 1,397,760 1,395,339 Liabilities to banks 675,423 583,273 583,273 Total liabilities 1,231,233 1,093,167 1,089,154 Equity 262,645 181,928 174,603 Other Financial Data (unaudited) (2) Year ended December 31, 2003 (including aggregated twelve months of operations) Three months ended March 31, Year ended December 31, 2004 2004 2005 Twelve months ended March 31, 2005 (1) (€’000s, except percentage) EBITDA (3) 197,000 220,580 51,944 56,676 225,312 Adjusted EBITDA (4) — 193,980 44,939 48,681 197,722 Adjusted EBITDA margin (5) — 45.7% 43.6% 47.0% 46.6% Capital expenditures (6) 28,055 39,214 5,206 4,338 38,346 Adjusted EBITDA less capital expenditures (7) — 154,766 39,733 44,343 159,376 Cash flow from operating activities 124,928 140,688 35,410 41,762 N/A Cash flow from investing activities (22,681) (31,865) (4,962) (7,321) N/A Cash flow from financing activities (96,164) (131,750) (1,843) (12,991) N/A (1) The information presented for the twelve months ended March 31, 2005 is derived by adding ish’s consolidated financial data for the year ended December 31, 2004 to ish’s consolidated interim financial information for the three months ended March 31, 2005 and subtracting ish’s consolidated interim financial information for the three months ended March 31, 2004. (2) Other financial data is unaudited, except for cash flow data for the year ended December 31, 2004, which is derived from the audited consolidated financial statements of Kabelnetz. (3) ish defines EBITDA as consolidated net profit/loss plus net interest expense, taxes, depreciation and amortization, extraordinary items and minority interest. EBITDA, a measure used by management to assess operating performance, is not a recognized term under German GAAP and does not purport to be an alternative to operating income or cash flow from operations, as an indicator of operating and financial performance. ish believes that EBITDA is a relevant measure for assessing operating performance because it eliminates variances caused by the effects of differences in taxation, the amounts and types of capital employed, amortization policies, extraordinary items and the effect of minority interests and is intended to help investors evaluate the performance of ish’s underlying business. Because companies do not calculate EBITDA identically, ish’s presentation of EBITDA may not be comparable to similarly titled measures of other companies. In addition, EBITDA is not calculated in the same way as “Consolidated EBITDA” will be calculated under the Senior Credit Facilities or the indentures for the Existing Notes or the Notes. (4) Adjusted EBITDA is not a recognized term under German GAAP and does not purport to be an alternative to operating income or cash flows as an indicator of operating and financial performance. Because other companies do not calculate Adjusted EBITDA on the same basis, ish’s presentation of Adjusted EBITDA is not comparable to similarly titled measures of other companies. The reconciliation of EBITDA to Adjusted EBITDA is as follows (unaudited):

35 Three months ended Year ended December 31, 2004 March 31, 2004 March 31, 2005 (€’000s) EBITDA 220,580 51,944 56,676 Customer revenues (300) (a) — 0 Content (900) (b) — (129) (o) Other income, other gains and losses (7,500) (c) 150 (j) (736) (p) Personnel, net of capitalization 8,100 (d) — 0 Legal and professional 4,900 (e) 1,151 (k) 744 (q) KDG service insourcing 1,600 (f) 400 (l) 800 (r) Restructuring costs 2,300 (g) — — Duct lease cash charges (36,700) (h) (9,161) (m) (9,161) (m) Dark fiber prepayments amortization 1,900 (i) 455 (n) 487 (n) Adjusted EBITDA 193,980 44,939 48,681 (a) Reflects €0.3 million for customer revenues that were received in 2004 but were earned in 2003. (b) Reflects €0.9 million for the reversal of an MSG accrual relating to the settlement of a dispute with MSG. Does not reflect the offsetting effect of €0.1 million for revenues from carriage fees that were received in 2005, but earned in 2004. See note (o) below. (c) Reflects €7.5 million of extraordinary gains and losses: €0.7 million of other operating income due to settlements with former vendors and the recovery of bad debt; €8.2 million of prior year accrual releases that were primarily related to ish’s restructuring in 2002; €1.1 million of extraordinary expenses relating to ish’s restructuring in 2002; and €0.3 million loss on the disposal of technical equipment. Does not reflect the offsetting effect of €0.4 million of other income and gains received in 2005, but earned in 2004. See note (p) below. (d) Reflects €8.1 million of accruals relating to personnel changes in connection with ish’s reorganization and other transactions. (e) Reflects €4.9 million for legal and professional services fees relating to certain transactions in 2004. (f) Reflects €1.6 million of assumed savings relating to KDG service charges paid by ish KS that were insourced during 2005. (g) Reflects €2.3 million of restructuring costs relating to fees paid to AlixPartners LLC. (h) Reflects cash consideration charges to DTAG relating to duct leases. ish capitalized such charges, but following the completion of the ish Acquisition, such charges will be accounted for as operating expenses in accordance with iesy’s accounting policies. (i) Reflects €1.9 million for amortization of prior prepayments relating to dark fiber leases. (j) Reflects €0.06 million of income from the release of accruals and €0.21 million of non-periodic expenses. (k) Reflects €1.2 million for legal and professional services fees relating to certain transactions in 2004. (l) Reflects €0.4 million of assumed savings relating to KDG service charges paid by ish KS that were insourced during 2005. (m) Reflects cash consideration charges to DTAG relating to duct leases. ish capitalized such charges, but following the completion of the ish Acquisition, it is expected that such charges will be accounted for as operating expenses in accordance with iesy’s accounting policies. (n) Reflects €0.5 million for amortization of prior payments relating to dark fiber leases. (o) Reflects €0.1 million for revenues from carriage fees that were received in 2005 but earned in 2004. (p) Reflects €0.7 million of extraordinary gains and losses including €0.3 million relating to the release of accruals relating to carry over matters from a consortium’s ownership (which included Callahan Associates) of ish’s predecessor prior to the 2003 ish acquisition, €0.3 million relating to the replacement of sight radio link lines (AMTV) by glass fiber connections and €0.1 million of extraordinary gain due to the sale of returned set-top boxes. (q) Reflects €0.7 million for legal and professional services fees relating to certain transactions in 2005. (r) Reflects €0.8 million of assumed savings relating to KDG service charges paid by ish KS that were insourced in 2005. (5) ish defines Adjusted EBITDA margin to mean Adjusted EBITDA as a percentage of total revenues. (6) Capital expenditures consists of expenditures for property and equipment and intangibles (except for customer lists), and does not include financial assets.

  • 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 and 26: Optional Redemption We may redeem a
  • Page 27 and 28: SUMMARY FINANCIAL AND OPERATING INF
  • Page 29 and 30: iesy Other Financial Data (unaudite
  • Page 31 and 32: iesy Operational Data (unaudited) R
  • Page 33: ish Income Statement Data Audited y
  • 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
  • Page 81 and 82: egulated pricing model. Fees are pa
  • Page 83 and 84: 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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    oadcasters in television and radio.

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    educed or increased by a material a

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    Income Statement Data Audited year

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    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

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    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

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    iesy’s Current Basic Cable Televi

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    amounted to €8.0 million or 5.9%

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    within iesy’s upgraded areas and

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    Supply The following chart shows th

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    Term Sheet Service Duration Offer o

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    y the new fiber system. See “Oper

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    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

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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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