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iesy Repository GmbH - Irish Stock Exchange

iesy Repository GmbH - Irish Stock Exchange

Comparison of Results of

Comparison of Results of Operations Year Ended December 31, 2004 Compared to Year Ended December 31, 2003 Sales Sales increased by €3.0 million, or 2.4%, from €126.2 million in the year ended December 31, 2003 to €129.3 million in the year ended December 31, 2004. Sales represent 95.1% of total revenues in the year ended December 31, 2004 and 91.6% of total revenues in the year ended December 31, 2003. This increase was primarily due to price increases and the enforcement of disconnection policies for non-payment, offset in part by the loss of low ARPU professional Level 4 operator subscribers. With respect to the basic cable television business, basic cable subscription fees increased by €2.6 million, or 2.2%, from €115.9 million in the year ended December 31, 2003 to €118.5 million for the year ended December 31, 2004. This increase was primarily due to iesy’s price increase and the correction of other smaller pricing anomalies. Basic cable carriage fees increased by €0.4 million, or 5.3%, from €7.6 million in the year ended December 31, 2003 to €8.0 million in the year ended December 31, 2004. This increase was primarily due to increased revenues from shopping channels such as HSE and QVC. Installation fees decreased by €0.5 million, or 19.2%, from €2.6 million in the year ended December 31, 2003 to €2.1 million for the year ended December 31, 2004. This decrease was primarily due to lower levels of new homes connected and a decrease in the average installation fees from July 1, 2004. In total, the basic cable television business contributed €128.5 million, or 94.6%, of total revenues in the year ended December 31, 2004 compared to €126.1 million, or 91.4%, of total revenues in the year ended December 31, 2003. iesy launched its foreign language programming as part of its premium cable television business in late 2003. Subscription fees from its premium cable television business contributed €0.6 million, or 0.4%, of total revenues in the year ended December 31, 2004. iesy launched its high speed Internet business during 2004. The high speed Internet business contributed €0.1 million, or 0.1%, of total revenues in the year ended December 31, 2004. Own Work Capitalized Own work capitalized as fixed assets increased by €0.6 million, or 93.3%, from €0.7 million in the year ended December 31, 2003 to €1.3 million in the year ended December 31, 2004 reflecting an increase in the level of network projects staffed by in-house employees. Other Operating Income Other operating income decreased by €5.6 million, or 51.0%, from €11.0 million in the year ended December 31, 2003 to €5.4 million in the year ended December 31, 2004. This decrease was primarily due to lower income resulting from the release of certain accruals in the financial statements for the year ended December 31, 2003. Premium cable television program carriage fees decreased from €2.2 million in the year ended December 31, 2003 to €1.9 million in the year ended December 31, 2004. Cost of Materials Cost of materials consists of cost of raw materials and consumables, and cost of purchased services. The former is comprised mainly of repairs and maintenance and the latter of network infrastructure services, which include costs under Term Sheets with DTAG and the BRN-iesy agreement as well as under other agreements relating to customer care, billing and network systems. iesy’s most significant costs include payments under Term Sheets with DTAG and the BRN-iesy agreement for the use of assets which are shared between iesy’s network and that of DTAG, and which are owned by DTAG, and for services provided by DTAG. Network infrastructure services are mainly provided by DTAG under Term Sheets which were favorably renegotiated by iesy in 2002. Raw materials and consumables. Cost of raw materials and consumables decreased by €0.1 million, or 4.0%, from €2.7 million in the year ended December 31, 2003 to €2.6 million in the year ended December 31, 2004. This decrease was primarily due to the better cost control over civil works contracts for iesy’s repairs and maintenance, as well as the need for fewer repairs and maintenance in relation to certain of iesy’s equipment in the year ended December 31, 2004 as compared to the prior period. iesy’s cost of raw materials and consumables as a percentage of total revenues remained constant at 1.9% in the years ended December 31, 2003 and 2004. Purchased services. Cost of purchased services decreased by €1.9 million, or 7.5%, from €25.1 million in the year ended December 31, 2003 to €23.2 million in the year ended December 31, 2004. This decrease was primarily due to iesy’s 98

eview and optimization of services under the Term Sheets with DTAG, which decreased the cost of purchased services under the agreements. iesy’s cost of purchased services as a percentage of revenues decreased to 17.1% in the year ended December 31, 2004 compared to 18.2% in the year ended December 31, 2003. Personnel Expenses Personnel expenses include fixed and variable salaries and wages, and social security, pension, and other benefits of the permanent staff. It also includes other forms of variable compensation enjoyed by non-tariff employees in accordance with a scheme that closely links this variable compensation to the Company’s overall performance, historically measured by EBITDA. Employees whose compensation is covered by collective bargaining agreements also receive variable compensation; however, this generally makes up a smaller proportion of their total compensation when compared to nontariff employees. Further, personnel expenses include other forms of compensation such as overtime, stand-by pay and similar payments, but do not include temporary staff expenses, which are included as other operating expenses. Total personnel expenses decreased by €0.9 million, or 4.0%, from €23.0 million in the year ended December 31, 2003 to €22.0 million in the year ended December 31, 2004. Personnel expenses for the year ended December 31, 2004 included €1.4 million in severance payments to a former member of our management board. Excluding these severance payments, total personnel expenses in 2004 would have declined €2.3 million, or 10.0%. Salaries and wages. Salaries and wages decreased by €0.5 million, or 2.6%, from €19.1 million in the year ended December 31, 2003 to €18.6 million in the year ended December 31, 2004. This decrease was primarily due to a lower level of headcount during the year ended December 31, 2004 compared to the same period in 2003. iesy’s salaries and wages as a percentage of revenues decreased to 13.7% in the year ended December 31, 2004 compared to 13.8% in the year ended December 31, 2003. In the fourth quarter of 2004, provisions were made for additional bonuses that will be paid in respect of 2004, amounting to a total of €0.6 million. Social security, pension and other benefits. Social security, pension and other benefits decreased by €0.4 million, or 10.7%, from €3.9 million in the year ended December 31, 2003 to €3.5 million in the year ended December 31, 2004. This decrease was primarily due to a lower level of headcount during the year ended December 31, 2004 compared to the same period in 2003. iesy’s social security, pension and other benefits as a percentage of revenues decreased to 2.6% in the year ended December 31, 2004 compared to 2.8% in the year ended December 31, 2003. Depreciation and Amortization Depreciation and amortization expenses relate to property, plant and equipment and intangible assets. Depreciation increased by €0.5 million, or 1.3%, from €41.9 million in the year ended December 31, 2003 to €42.4 million in the year ended December 31, 2004. This increase was primarily due to certain capital expenditures made on iesy’s network in the year ended December 31, 2004. In the near future, iesy anticipates an increase in its capital expenditures as part of iesy’s strategy to increase the geographic coverage of its high speed Internet offerings. As a result, iesy’s depreciation expense will increase accordingly. iesy’s depreciation expenses as a percentage of revenues increased to 31.2% in the year ended December 31, 2004 compared to 30.4% in the year ended December 31, 2003. This increase was partially due to the fact that the minority shareholders of New iesy, representing an equity interest of approximately 18%, contributed their interests in New iesy to iesy Repository in exchange for new shares issued by iesy Repository in the fourth quarter of 2004, which resulted in a recognition of goodwill for the year ended December 31, 2004. This goodwill has been accounted for in accordance with existing accounting policies, and thereby will result in increased depreciation and amortization expenses in future years. Other Operating Expenses Other operating expenses include copyright license fees, costs relating to premium cable services, including charges from MSG for operating the digital playout facility, rental and leasing fees, sales and marketing expenses, legal, consulting, and management fees, and miscellaneous other operating expenses. Sales commissions related to acquisitions of new subscribers are included in other operating expenses. Other operating expenses increased by €0.4 million, or 1.4%, from €31.1 million in the year ended December 31, 2003 to €31.6 million in the year ended December 31, 2004. The costs in the year ended December 31, 2004 include €6.8 million of fees paid in respect of strategic advisory services. Adjusting for these fees, other operating expense decreased by €6.4 million, or 20.5% from €31.1 million in the year ended December 31, 2003 to €24.8 million in the year ended December 31, 99

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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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  • 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
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  • 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
  • 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: In the three months ended March 31,
  • 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 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
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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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