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PROBETTINGBOT REVIEW 360

International Financial Reporting Standards. If this is an annual report, indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act. Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15 d of the Securities Exchange Act of subsequent to the distribution of securities under a plan confirmed by a court. ITEM 4. ITEM 4A. ITEM 5. ITEM 6. ITEM 7. ITEM 8. ITEM 9. ITEM ITEM 16B.

ITEM 16C. ITEM 16D. ITEM 16E. ITEM 16F. Not applicable. Selected Financial Data. Some financial information in this annual report has been rounded and, as a result, the numerical figures shown as totals in this annual report may vary slightly from the exact arithmetic aggregation of the totals of such information.

Table of Contents Consolidated Statement of Income. Basic Cable Revenue. Premium-TV Revenue. Internet and Phone Revenue. TKS Revenue. Cost of Services Rendered 2. Selling Expenses 3. General and Administrative Expenses 4. Other Operating Income.

Profit from Ordinary Activities. Interest Income. Interest Expense. Income from Associates. Other Financial Data. This change in accounting treatment has been accounted for retroactively. Adjusted EBITDA is not a recognized accounting term, does not purport to be an alternative to profit from ordinary activities or cash flow from operating activities and should not be used as a measure of liquidity.

We believe Adjusted EBITDA facilitates operating performance comparisons from period to period and company to company by eliminating potential differences caused by variations in tax positions such as the impact on periods or companies of changes in effective tax rates or net operating losses and the age and book depreciation of tangible assets affecting relative depreciation expense.

Depreciation and Amortization. MEP related non-cash Expenses. Other Current Assets. Intangible Assets. Tangible Assets. Other Non-current Assets. Total Assets. Other Liabilities. Total Liabilities. Subscribed Capital. Equity 1. Total Equity and Liabilities.

Cash Flow Statement Data. Cash Flow from Operating Activities. Cash Flow Used in Investing Activities. Loan Used to Finance the Orion Acquisition 2. Operational Data. Homes Passed. Homes Passed Upgraded for Two-Way communication. Direct Basic Cable subscribers 2. Indirect Basic Cable subscribers 2. Total Unique subscribers Homes Connected. Subscribers taking Basic Cable services. Subscribers taking Premium-TV services. Subscribers taking Internet and Phone services. Premium-TV 4.

Subtotal New Services. Basic Cable 5. Total RGUs. RGUs per subscriber in units. Orion consolidation effect thousand. Reclassification of subscribers to indirect thousand. Divestiture of non-strategic assets thousand. RGUs revenue generating units 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 two RGUs.

The difference between the number of Basic Cable subscribers and Basic Cable RGUs is due to one additional digital product component, Digitaler Empfang, which is sold directly to the end-customer on top of an analog Basic Cable service, which is provided and billed via a housing association. A customer subscribing to Digitaler Empfang would be counted as one Basic Cable subscriber analog service via a housing association and two Basic Cable RGUs analog service via a housing association and digital service via a direct end-customer relationship.

Total blended TV ARPU per subscriber is calculated by dividing the subscription revenues excluding installation fees resulting from our Basic Cable, Premium-TV products for a period by the sum of the monthly average number of total subscribers of the Basic Cable products for that period. Total blended Internet and Phone ARPU per subscriber is calculated by dividing the Internet and Phone subscription revenues excluding installation fees for the relevant period by the sum of the monthly average number of subscribers of these products for that period.

Total blended ARPU per subscriber is calculated by dividing Basic Cable, Premium-TV, Internet and Phone subscription revenues excluding installation fees for the relevant period by the sum of the monthly average number of total subscribers for that period. Table of Contents Operational Data. Basic Cable Access subscription fees. Installation Fees and other Revenues. Basic Cable Access Revenue. Premium-TV subscription fees. Carriage Fees and other digital revenues.

Total Revenues. Exchange Rate Information. The functional and reporting currency of KDG is the Euro. Foreign currency transactions were converted to Euros at the exchange rate applicable on the date of the transaction. Monetary assets and liabilities denominated in foreign currencies existing as of the balance sheet date are converted to Euros at the exchange rate of the European Central Bank on the balance sheet date. Currency differences resulting from these adjustments are recognized in the consolidated statement of income.

Non-monetary assets and liabilities denominated in foreign currencies existing as of the balance sheet date, were converted to Euros at the rate as of the balance sheet date. The Company used the following exchange rates spot rates :. July 26, Table of Contents B. Capitalization and Indebtedness.

Reasons for the Offer and Use of Proceeds. Risk Factors. The risks described below are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business, financial situation or results of operations. Risks Relating to Our Industry. We operate in highly competitive industries, and competitive pressures could have a material adverse effect on our business. We face significant competition from established and new competitors.

In some instances, we compete against companies with greater scale, easier access to financing, more comprehensive product offerings, greater personnel resources, greater brand name recognition and experience or longer-established relationships with regulatory authorities and customers. These companies may in some cases have fewer regulatory burdens with which they are required to comply, because, among other reasons, they use different technologies to provide their services, do not own their direct access network or are not subject to obligations applicable to operators with significant market power.

Such obligations may include pricing restrictions or the obligation to provide access to the network. The nature and level of the competition we face vary for each of the products and services we offer. Our markets are increasingly competitive, especially as new technologies emerge as viable alternatives. Cable television. Competition from such cable network operators could increase in the future as the industry undergoes ownership changes and continues to consolidate.

Moreover, city carriers are, and Deutsche Telekom may be, entering the market for TV signal. City carriers are generally affiliated with the local utility companies and competition from city carriers may increase over the coming years. Analog and digital video reception via satellite is common in the German television market. An increase in market share of satellite distribution may have a negative impact on the number of our Basic Cable subscribers in the future.

Satellite distribution has certain competitive advantages over cable television, including the ability to offer a wider range of programs to a wider geographic area, especially in rural areas. In particular, we face competition from satellite distribution of free-to-air television programming. To receive free-to-air programming, viewers need only to purchase and install a satellite dish and a set-top box. Free-to-air satellite reception currently does not require any relationship with a satellite company and, consequently, no subscription or other fees are paid on an ongoing basis.

As a general matter, satellite penetration may be accelerated by changes in, or less strict interpretation of, German local regulations and zoning laws that currently restrict the installation of satellite dishes in certain areas and changes in the respective provisions of housing association contracts with residents of multi-dwelling units that frequently prohibit tenants from attaching satellite dishes to their apartments if cable TV is available.

Based on a communication published by the European Commission in expressing its intention to reduce restrictions on individual reception of satellite television signals, German courts have developed certain rules for the balance of the respective rights of the landlord on the one hand and the tenant on the other hand. Further, various parties, including the German state media authorities, are promoting the switchover from analog to digital television, which could further increase competition from digital free-to-air satellite distribution, as most of our subscribers currently only choose to use analog access from our Basic Cable services and would require a set-top box for the reception of digital television and therefore might re-evaluate their used technology for digital television reception.

In addition, German law may change in the future, which may ultimately further intensify competition with satellite distributed programming. Digital terrestrial television, IPTV and emerging technologies. IPTV in particular may become a stronger competitive force in the future. Deutsche Telekom has recently announced that it is aiming to reach three million IPTV subscribers by , in particular by expanding its FTTB and FTTH network, simplifying and unbundling its product offering and targeting in particular housing associations.

Table of Contents to stream video on a TV set. We may in the future face competition from operators of mobile TV signal transmission services. The full extent to which these alternative technologies will compete effectively with our cable television system may not be known for several years. Our services also compete to varying degrees with other entertainment media, including home entertainment systems and cinema. Program providers. These producers may decide to develop or use alternative distribution platforms, such as satellite or IPTV, adversely affecting our ability to generate carriage fees and potentially reducing the appeal of cable television.

Certain digital pay-TV operators, such as Sky Deutschland, have made use of their satellite platforms in other markets and introduced additional programming for those subscribers who receive their digital pay programming through satellite, as well as seeking exclusive programming rights, including content that is available in high definition, thereby making satellite reception more attractive to potential customers. For pay- TV, our primary competitor is Sky Deutschland.

While we offer only basic pay-TV offerings to our subscribers, Sky Deutschland offers a similar basic pay-TV package as a pre-condition to get access to its exclusive premium content. Moreover, Sky Deutschland is offering a wider range of programming for some of its pay-TV packages on satellite as opposed to cable. Since Kabel BW currently also offers our pay-TV packages, this cooperation might impact our future sales perspectives for Baden-Wuerttemberg.

Broadband Internet services. We compete with companies that provide low-speed and low-cost or free Internet services over traditional phone lines. We also face increasing competition from city carriers, who are deploying their own fiber-based networks. Also, additional access technologies such as LTE may be launched that will further increase competition or force us to increase capital expenditures for additional upgrades.

We expect competition, including price competition, from these providers to increase in the future. The German federal states set up subsidizing programs to support the target to provide for broadband in rural areas. Deutsche Telekom and Vodafone and other fixed line DSL operators as well as city carriers have announced plans to jointly build and use broadband Internet networks in certain areas, which are under review by the German federal cartel office.

While the cable companies intend to participate in the effort to build further infrastructures, the subsidies by the German federal states or infrastructure cooperations between Deutsche Telekom and others may nevertheless change the competitive landscape, thereby affecting our ability to develop our business as currently planned and meet our existing financial targets. The additional frequencies may enable our competitors to offer additional competing products or to offer their current products at lower costs.

Residential phone market. The market for residential phone in Germany is highly competitive. The German market for residential phone services is price sensitive and already at a comparatively low price level compared to international averages.

We expect increasing competition, including price competition, from traditional and non-traditional phone providers in the future. Despite these pressures, Deutsche Telekom continues to be the dominant provider of fixed-line communications in Germany. Besides Deutsche Telekom, the most important providers in the fixed network sector include Vodafone, United Internet and Hansenet.

Most alternative carriers rely on regulated wholesale services from Deutsche Telekom for their own Internet and Phone services using an unbundled local loop the twisted-pair connection between the local exchange and the home. These wholesale services are currently subject to price regulation. These price regulations and other market regulations may change or may not remain in effect. Furthermore, customers are increasingly replacing their fixed-line phones with mobile phones, and this trend may adversely affect our fixed-line phone business.

Mobile Internet and mobile phone. The mobile services business in Germany is highly competitive. The growth rate for mobile services in Germany has declined significantly, and price levels have continued to decrease. We do not have our own mobile network, which puts us at a competitive disadvantage as we rely on the network of another operator O2 Germany and we may be limited in our ability to respond to market developments and innovations.

Competition can make it difficult to attract new customers and retain existing customers, thereby increasing churn levels, and may lead to increased price pressure. There can be no assurance that we will be able to compete successfully against our current or future competitors in any of our businesses.

Our failure to do so could have a material adverse effect on our business, financial condition and results of operations. The cable and telecommunications markets in Germany are exposed to considerable price and margin pressure. Prices for products and services offered to customers in the telecommunications and broadband Internet services markets in Germany have decreased sharply in recent years, especially in the fixed-line Internet and Phone markets, and may continue to decrease in the future.

The cable markets in Germany are also exposed to considerable price and margin pressure, particularly in the residential and housing association segment, as short-term contracts and low barriers to changing providers and high levels of competition require that we adapt our prices and services in order to preserve the attractiveness of our offerings.

This may lead to a reduction in average prices for the products and services we offer and an increase in investment we have to undertake as a result. Our failure to attract new customers and retain existing customers by expanding our product and service offerings at competitive pricing levels would have a material adverse effect on our business, financial condition and results of operations.

Table of Contents We may not achieve our growth prospects if a continued increase in demand for cable and telecommunications products and services in Germany does not materialize. In addition, the market environment in Germany is different than in other countries; penetration rates, RGUs and ARPUs of non-German cable operators can therefore not be relied upon as an indicator of our growth potential. Our growth and profitability depend, in part, on a continued increase in demand for TV, Internet and telecommunications services in Germany in the coming years and the addition of customers as a result of churn experienced from our competitors.

If demand for our services in general does not remain at the same level or increase as expected and we therefore will not be able to further maximize our revenues generated from existing customers through cross-selling and up-selling or unless we gain customers from our competitors, our business, financial condition and results of operations could be materially and adversely affected.

Moreover, we operate exclusively in the German market and our success is therefore closely tied to the market environment and general economic developments in Germany and cannot be offset by developments in other markets.

Our triple play strategy is based on an increase of broadband penetration in Germany and on our ability to up- and cross-sell our products and services, especially our Premium-TV and Internet and Phone products, to existing and new customers, as was demonstrated by cable operators in other Western European countries and in the United States.

In addition, the FNA believes that broadband penetration may be reaching a saturation point where the broadband penetration growth rate will decline. Furthermore, due to the monopoly on telecommunication services and cable access of Deutsche Telekom and its predecessors until , price levels and the competitive landscape have been different compared to other countries.

Limitations on the level of direct access to subscribers due to the segmentation of the cable network, population density and demographic factors vary from country to country and likewise compromise a comparison of markets and operating data of competitors in other countries.

In addition, negative developments in, or the general weakness of, the German economy, including increasing levels of unemployment, may have a direct negative impact on the spending patterns of retail consumers, both in terms of the products they subscribe for and usage levels.

Therefore, it may be more difficult to attract new subscribers and there is a risk that certain of our subscribers will downgrade or disconnect their services, making it more difficult to maintain ARPUs at existing levels. In addition, we can provide no assurances that a further deterioration of the German economy will not lead to a higher number of non-paying subscribers or generally result in service disconnections.

Thus, a weak economy and negative economic development may have a material adverse effect on our business, financial condition and results of operations. Risks Relating to Our Business. Failure to control customer churn, including the decline in our number of cable subscribers, may adversely affect our business and financial results.

Customer churn refers to those subscribers who cease subscribing for one or more of our products or services. We have experienced less churn from housing associations. Factors impacting churn in our consumer subscriber base include price increases, relocation or death of subscribers, termination by us for non-payment and customer-initiated termination for various reasons, including dissatisfaction with our prices or. Table of Contents service or preference for a competing provider.

For example, any interruption of our services, the removal or unavailability of programming, which may not be under our control, or other customer service problems could contribute to increased subscriber churn or cause us to fail in our goal of reducing the level of churn of our Basic Cable, Premium-TV, Internet and Phone services. Any increase in customer churn may lead to reduced revenues and RGUs or increased costs to retain these customers, which could have a materially adverse effect on our business, financial condition and results of operations.

The number of our Basic Cable subscribers decreased from approximately 9. We may also experience higher churn as the initial promotional period ends for many of our new Premium-TV and Internet and Phone subscribers. As we do not have an individual contractual relationship with For example, should a landlord of a multi-dwelling unit decide to terminate its relationship with us, we would usually lose all subscribers in the relevant unit unless we established an individual contract for renewed service with each subscriber, which may be difficult and costly.

In addition, we had approximately 1. Our contracts with housing associations are, to a large extent, long-term contracts, a number of which expire every year. Table of Contents network operators, have undergone corporate restructurings as a result of suffering from financial distress. In addition, the operating businesses of both groups have been sold to special purpose vehicles in order to facilitate further restructuring steps.

Our pricing flexibility may be subject to further limitations pending the outcome of proceedings which are currently before the FNA. If we fail to continue existing products or introduce and establish new or enhanced products and services successfully, our revenues, margins and cash flows could be lower than expected.

Part of our business strategy is based on the expansion of the products and services we offer, including Basic Cable services, Premium-TV offerings, Internet and fixed-line phone services, mobile Internet services, mobile phone services and bundled offers consisting of TV, Internet, phone and mobile services. Our inability to successfully develop and integrate new products and services could have a material adverse effect on our business, financial condition and results of operations.

TV Business:. Basic Cable Services. Our Basic Cable services business largely depends on our ability to secure attractive, non-exclusive TV content including HD format on reasonable terms for analog and digital distribution to our Basic Cable services subscribers. Failing to secure such content may adversely affect our Basic Cable services business.

We may not always be able to acquire the targeted rights or acquire them at economically attractive prices in the future. This may have a detrimental effect on our ability to gain and retain subscribers for our Premium-TV services, including pay-TV packages and VoD offerings, as well as Basic Cable services subscribers.

Internet and Phone Business:. The Internet and Phone markets are very competitive and any new or enhanced products or services we introduce or have introduced may fail to achieve market acceptance or may fall short of our growth expectations, or new or enhanced products or services introduced by our competitors may be more appealing to subscribers. In addition, our Internet and Phone products and services may not be able to recover the investments, such as the costs of network upgrades and marketing expenses, made to launch new products and services.

To the extent that we are unable to obtain consent, we may not market our products and services to those end customers, which may adversely affect the penetration of our products and services and may make the offering of such products and services unprofitable. The mobile markets are very competitive and any of the new or enhanced products or services we introduce or have introduced may fail to achieve market acceptance or new or enhanced products or services.

Table of Contents introduced by our competitors may be more appealing to subscribers. As a consequence, for example, if our new mobile offerings are not successful, our Internet and Phone subscribers may decide to discontinue using our services altogether and choose other providers. Moreover, our mobile products and services may not generate profits and we may not be able to recover the investments, such as marketing expenses, made to launch these new products and services.

As a result, our business, financial condition and results of operations could be materially and adversely affected. Our business is subject to rapid changes in technology and if we fail to respond to technological developments, our business may be adversely affected.

Technologies in the cable access, TV and telecommunications industries are changing rapidly. We will need to anticipate and react to these changes and to develop successful new and enhanced products and services quickly enough to adapt to the changing market. This could result in the need to make substantial investments in new or enhanced technologies, products or services, and we may not be able to adopt such technology due to insufficient capital or for other reasons, such as incompatibilities with our systems.

In addition, new technologies may become dominant in the future, rendering our current technologies and systems obsolete. Our ability to adapt successfully to changes in technology in our industry and provide new or enhanced services in a timely and cost-effective manner, or successfully anticipate the demands of our subscribers, will determine whether we will be able to increase or maintain our subscriber and revenue base.

If we fail to respond adequately to technological changes, we could lose subscribers and experience a decrease in revenues and, as a result, our business, financial condition and results of operation would be materially and adversely affected. Failure to maintain and further develop our cable network or make other network improvements could have a material adverse effect on our operations and impair our financial position.

We have made significant capital expenditures with regard to the upgrade of our network to return path capability in order to enable two-way communication. However, our current assumptions regarding the costs associated with the further development and maintenance of our cable network, including the implementation of the new cable standard DOCSIS 3. If we fail to further develop our network due to costs or other reasons, this would negatively affect the service we provide to our subscribers, which could result in negative publicity and the loss of subscribers, and adversely affect our ability to attract new subscribers.

In addition, any new or enhanced products or services we introduce, including Internet and Phone products, may require an upgrade of these local and in-house networks, in which case we may be required to cover a portion, or all, of the costs of such upgrade. The switch-off of analog signals or of entire channels may adversely affect our business.

In order to continue providing analog TV signal distribution, which we believe is still preferred by a number of our subscribers, we will invest in our existing headends to enable us to convert digital signals into analog signals. If we are unable to complete these headends in time for the anticipated switch-off, we may lose customers. In addition, we may experience delays or cost overruns installing the required equipment in the headends that would adversely affect our business.

We may be forced to switch off parts of the cable spectrum or change them from analog to digital use in case the frequencies are used in frequency ranges within which security-related radio services are operated or electromagnetic interferences exceed a specified threshold.

For example, we have recently been required to. Table of Contents digitize two analog channels because the relevant frequencies are used by German aircraft security, police and intelligence services. The respective re-assignment of our spectrum from analog to digital usage will trigger a realignment of our channel line-up between August and November This may have various effects on our business, including a reduction of carriage fees, the need to provide the users of our analog service with set-top boxes and customer churn.

Furthermore, the future use by new mobile broadband Internet applications of certain high frequency ranges of terrestrial spectrum, such as LTE, formerly devoted to broadcasting services, could potentially adversely affect our business, as it could limit our ability to use the same frequencies in our networks. We rely on Deutsche Telekom and certain of its affiliates for cable duct space and other important services. In addition, we purchase electrical power required for the operation of our network through Deutsche Telekom.

Furthermore, Deutsche Telekom provides us with backbone network services and fiber optic connection lines for certain areas. Our ability to offer our services to our customers depends on the performance of Deutsche Telekom and its affiliates of their respective obligations under these arrangements. In particular, we rely on Deutsche Telekom to provide us with timely access to shared facilities, especially for the purposes of maintaining and repairing our network and avoiding or rectifying network outages.

Deutsche Telekom has the right to terminate the SLAs and other agreements in certain circumstances and under certain conditions. For example, if Deutsche Telekom decides to discontinue using cable ducts carrying our cable without replacing the ducts, it may terminate our rights to use the ducts unless we purchase such ducts from Deutsche Telekom.

If Deutsche Telekom replaces the ducts, it must offer us space in the new ducts. If we fail to fulfill our payment obligations or are otherwise in breach of contract under the SLAs or other agreements, Deutsche Telekom would be entitled to terminate the relevant SLAs or other agreements.

The termination of any material portion or all of the SLAs or agreements by Deutsche Telekom would require us to find alternative solutions. It may in some cases be difficult to establish an alternative at a reasonable price, which would adversely affect the value of our business. Continuing our business upon such termination would, if possible at all, require a sizeable payment to purchase the relevant facility from Deutsche Telekom or a sizeable investment to replicate the lost facilities or services and could have a material adverse effect on our business, financial condition or results of operations.

In many cases, we would not be able to find suitable alternative service providers at comparable cost or within a reasonable timeframe. We do not have guaranteed access to programs and are dependent on agreements with certain program providers, which may adversely affect our profitability if we are unable to extend the contracts on comparable terms and conditions.

The success of our business depends on, among other things, the quality and variety of the programming delivered to our subscribers. We do not produce our own content but rely on the supply of programs by free-TV and pay-TV providers. Under these contracts, we derive revenues from carriage fees in exchange for distributing the TV channels to our subscriber base. These contracts may be terminated between and and we may not be able to renew them on favorable terms or at all or enter into new contracts for additional content including content in HD format.

Table of Contents may have considerable power to renegotiate the fees that we charge for carriage of their product. Any lowering of the carriage fees that we receive from program providers would adversely affect our results of operations. Moreover, the availability of TV channels for distribution is the basis for our Basic Cable business. Failure to renew the contracts upon their expiration would also adversely affect our Basic Cable business.

We may experience difficulty in extending existing agreements for the supply of pay-TV content and negotiating access to additional pay-TV content in the future. Most premium content rights are already held by competing distributors and, to the extent such competitors obtain content on an exclusive basis, the availability of such programs will be limited.

As a consequence, we may be unable to obtain attractive content on favorable terms in the future, if at all, which could have a material adverse effect on our business and results of operations. Our inability to obtain attractively priced competitive programs and channels may reduce demand for our existing and planned pay-TV and VoD services, limiting our ability to maintain or increase revenues from these services.

We remunerate the pay-TV content providers for the digital programs they provide us at prices that may be based on our ability to guarantee a minimum number of subscribers to such content providers. In addition, if we do not meet certain subscriber targets with respect to certain program contracts, the content providers under some agreements may terminate or renegotiate those contracts.

Therefore, in case we miscalculate the anticipated demand for programs, the profitability of our business may be impaired. Failure to reach agreement with collecting societies for copyright fees may adversely affect our business. VG Media has commenced arbitration proceedings against us. Since the arbitration proceeding was launched in , we have made and will continue to make conditional payments in accordance with a preliminary settlement reached in court until the dispute is resolved or settled.

Depending on the outcome of the dispute, there is a risk that we may be ordered to make additional payments for copyright expenses to VG Media from January onwards, in addition to the conditional payments already made in accordance with the preliminary settlement reached in court. We dispute that such withdrawal is effective and assert that our counter-claim is not affected by such withdrawal.

The occurrence of events beyond our control could result in damage to our central systems and service platforms, including our digital playout facility, and our cable network. Sustained or repeated disruptions or damage to the network and technical systems which prevent, interrupt, delay or make it more difficult for us to provide products and services to our subscribers may trigger claims for payment of damages or contractual remedies and may cause considerable damage to our reputation, lead to the loss of customers or a decrease in revenues and require repairs, which would have a material adverse effect on our business, financial condition and results of operations.

Parts of our central systems do not provide for redundancy. For our digital playout facility, we are currently building a redundant location that we expect to be completed no earlier than March Our central technical facilities could suffer a catastrophic outage and we may be unable to serve our customers for a significant period of time. The hardware supporting those systems is housed in a relatively small number of locations and any damage to these locations or other problems could have a material adverse effect on our business.

Also in case of a breakdown of a satellite transponder or a complete loss of the entire satellite system, our digital playout facility may be affected, which would interrupt the distribution of certain channels in the entire network until the transponder or system becomes fully operational again. Our transponder contract does not provide for back-up transponder capacity in the event of a breakdown of a satellite transponder.

We are currently building regional fiber rings to connect almost all of our subscribers and expect to eliminate the need for transponders by If any part of our cable network is subject to a flood, fire or other natural disaster, act of terrorism, power loss or other catastrophe, our operations and customer relations could be materially and adversely affected.

In general, our network consists of a number of independent sub-networks. Although major outages affecting individual sub-networks should not generally affect the entire network, this cannot be ruled out. In the event of a power outage or other shortage in our network, we do not have a power back-up or alternative supply source in every location. A power outage in one segment of the network could cause sub-networks to shut down.

Disaster recovery, security and service continuity protection measures that we currently have in place or may undertake in the future, and our monitoring of network performance, may be insufficient to prevent losses. Therefore, any catastrophe or other damage that affects our network could result in substantial uninsured losses. The security of our encryption systems was compromised by illegal piracy and may in the future again be compromised by illegal piracy, which may adversely affect our business and profitability.

We use conditional access systems to encrypt TV, radio and data that either form part of our free and pay-TV offerings or that are marketed by third parties, such as Sky Deutschland. A compromised security of the conditional access systems may have a negative impact on the revenues generated by such services. Even though we required our conditional access providers to provide state-of-the-art security for the conditional access systems, the security of certain systems has been compromised by illegal piracy in the past and there can be no assurance that it could not be compromised again, which could adversely affect our business and profitability.

In addition, the content we source from external content suppliers may be subject to piracy, which may have an adverse effect on our business and financial performance by diminishing our reputation in the market and impairing our ability to enter into contracts on favorable terms with those and other external content suppliers. Delivery, performance and encryption failures may result in lower revenues, higher costs, termination of content provider contracts, damage and penalty claims by content providers or other providers and increased churn and could otherwise have a material adverse effect on our business, financial condition and results of operations.

Table of Contents The recent installation of a new information technology system and new software systems, as well as changes to our financial accounting systems, may result in higher costs than expected. We introduced major changes to our billing, accounting and customer care systems in early April and are currently adjusting our cash collection, dunning and reporting processes to the new environment.

We may incur higher expenses than initially anticipated if our expectations regarding timing, data migration, factual change requests, adaptation of business processes and training related to the new processes are not met or if we experience unexpected difficulties with respect to the new systems. We may also require additional investments in reporting infrastructure.

This could result in budget overruns and impediments to billing and collecting revenues for our services. We depend on equipment and service suppliers who may discontinue their products or seek to charge us prices that are not competitive, which may adversely affect our business and profitability. We have important relationships with several suppliers of hardware and services that we use to operate our cable network and systems.

In many cases, we have made substantial investments in the equipment or software of a particular supplier, including set-top boxes, DVRs and embedded multimedia terminal adapters, that are required for access to our digital cable television and Internet and Phone offerings, making it difficult for us to change suppliers in the short-term should those suppliers refuse to continue to offer us favorable prices or cease to produce equipment or provide support that we require to operate our cable network and systems.

If our equipment or service suppliers were to discontinue their products or services or seek to charge us prices that are not competitive, our business and profitability could be materially and adversely affected. Our ability to provide services also may be negatively affected if any of our suppliers face financial difficulties. Demand for repair and maintenance and these new products and services may exceed the capacity of such contractors, creating a backlog in responding to service outages and of new subscribers waiting to be connected and increased lead times.

Such delays or quality issues concerning these contractors could lead to dissatisfaction among subscribers and cause additional churn or discourage potential new subscribers. Sensitive customer data is an important part of our daily business and leakage of such data may violate laws and regulations which could result in fines, loss of reputation and customer churn and adversely affect our business.

We accumulate, store and use in our operating business data which is protected by data protection laws. German data protection agencies have the right to audit us and impose fines if they find we have not complied with the applicable laws and adequately protected customer data.

Although we take precautions to protect customer data in accordance with the applicable German federal privacy requirements, there have been cases of data leakage in the past and it is possible that there may be additional leakages in the future. We work with third-party service providers, such as for the provision of call center services and independent sales agents, and although our contracts with them restrict the usage of customer data, there is no assurance that they will abide by the contractual terms.

Violation of data protection laws may result in fines, loss of reputation and customer churn and may have an adverse effect on our business, financial condition and results of operation. Loss of our key management and other personnel, or an inability to attract key management and other personnel, could adversely impact our business.

The potential loss of our experienced management team could have an adverse effect on the performance of our company. We depend on our key management and personnel to run our business, including to market our products, to introduce and establish new or enhanced products and services, to negotiate or renegotiate. Table of Contents agreements with Deutsche Telekom and certain of its affiliates and with public and commercial broadcasters and to respond to technological developments.

The loss of any key personnel could materially adversely affect our business. Competition for qualified employees is intense, and the loss of qualified employees or an inability to attract, retain and motivate highly skilled employees required for the operation of our business could hinder our ability to successfully run and develop our business.

Risks in relation to outsourcing of services may adversely affect our business and may cause higher costs than initially anticipated. Over recent years, we have restructured and outsourced parts of our operations, including the outsourcing of most of our technical services.

We may experience an adverse effect on our customer satisfaction if our service partners do not deliver the service quality agreed in the outsourcing contracts. Further, we may incur higher costs if we decide to perform these services in-house. In addition, it is possible that persons who provide services for us on a contractual basis may be recharacterized as our employees, in which case we would be required to pay social insurance contributions and tax, on a retroactive basis for such persons.

Strikes or other industrial actions could disrupt our operations or make it more costly to operate our facilities. We are exposed to the risk of strikes and other industrial actions. We have negotiated various collective bargaining agreements directly with the labor union. These collective bargaining agreements cover, among other things, the general labor conditions of our employees other than executives , such as working hours, holidays, termination, provisions and general payment schemes for wages.

Furthermore, certain provisions in our collective bargaining agreements could restrict our ability to restructure our operations and facilities, to terminate employees or to outsource certain services. For example, in November we signed a collective bargaining agreement which provided for outsourcing of approximately technical positions and the implementation of certain work rules sought by management to implement efficiency measures.

We also recently entered into agreements with the employee representatives with respect to restructuring, outsourcing and cost improvement measures for our call centers. Strikes and other industrial actions, as well as the negotiation of new collective bargaining agreements or salary increases in the future, could disrupt our operations and make it more costly to operate our facilities, which in turn could have a material adverse effect on our business, financial condition and results of operations.

Negotiations for the wage agreements commenced in May As a result of these negotiations, the labor unions negotiation team has proposed a twelve month collective bargaining agreement with a 2. We may acquire assets which could potentially deliver less revenues, cash flows and earnings than anticipated. We may experience difficulties integrating these assets in a timely manner and we may not realize expected anticipated synergies. We may experience difficulties in integrating newly acquired assets and companies and the anticipated benefits of such acquisitions may not be realized fully or at all and may take longer to realize than expected.

Upon making significant acquisitions in the future, our performance will depend in part on whether we can successfully integrate such acquisitions in an effective and efficient manner. Such integration will be a complex, time consuming and expensive process and involve a number of risks, including the costs and expenses associated with any unexpected difficulties with respect to such assets and companies.

Even if we are able to. Table of Contents integrate newly acquired assets and companies successfully, this integration may not result in the realization of the full benefits of synergies, cost savings, revenue and cash flow enhancements, growth, operational efficiencies and other benefits that we expect.

We are subject to increasing operating costs and inflation risks which may adversely affect our earnings. While we aim to increase our subscription rates to offset increases in operating costs, there is no assurance that we will be successful in doing so. A recent decision of the German Federal Supreme Court Bundesgerichtshof has determined that under such contracts, prices may only be raised under certain circumstances. We are also impacted by inflationary increases in salaries, wages, benefits and other administrative costs in certain of our markets.

As a result, our operating costs may increase faster than associated revenues, resulting in a material negative impact on our cash flows and profitability. We are subject to risks from legal and arbitration proceedings. We could become involved in legal and arbitration disputes in the future which may involve substantial claims for damages or other payments.

The outcome of potential future proceedings is difficult to predict with certainty. In the event of a negative outcome of any material legal or arbitration proceeding, whether based on a judgment or a settlement agreement, we could be obligated to make substantial payments, which could have a material adverse effect on our business, financial condition and results of operations. In addition, the costs related to litigation and arbitration proceedings may be significant.

The insolvency risk of major suppliers and customers may have an adverse impact on our revenues. We rely on suppliers and customers to provide us with customer or network equipment and with TV signals, respectively. Our ability to provide services may be negatively affected if any of these suppliers or customers face financial difficulties, which could have an adverse effect on our financial position and results of operation.

Currently, TeleColumbus and PrimaCom, two major Level 4 network operators and customers of KDG, have undergone corporate restructurings as a result of suffering from financial distress. Risks Relating to Regulatory and Legislative Matters. We are subject to significant government regulation, which may increase our costs and otherwise adversely affect our business.

Our existing and planned activities as a cable network operator in Germany including our Internet and Phone services are subject to significant regulation and supervision by various regulatory bodies, including German state, federal and EU authorities. Such governmental regulation and supervision, as well as future changes to laws, regulations or government policy or in the interpretation or enforcement of existing laws or regulations that affect us, our competitors or our industry may influence our profitability and operations and may result in increased operational and administrative expenses, which would reduce our profitability.

In particular, we are subject to rules and requirements regarding:. In the future, our business may be subject to new laws and regulations, the impacts of which are difficult to predict. Our business could be materially and adversely affected if there were any adverse changes in relevant laws or regulations or in their interpretation or enforcement regarding, for example, access obligations, price regulation, interconnection agreements, frequency allocation requirements or the imposition of resale or universal service obligations, or any change in policy allowing more favorable conditions for operations of competing services.

Furthermore, our ability to introduce new products and services may also be affected if we do not accurately predict how existing or future laws, regulations or policies would apply to such product or service. In April , we received a warning letter from the FCO alleging that we abused our market power by bundling transmission and conditional access services.

The proceedings are pending. The issuance of a respective order by the FCO could have a material adverse effect on our business. The FNA has determined that we have significant market power in certain TV signal delivery markets with respect to the regions in which we operate, and has imposed certain obligations on us which may adversely affect our business and profitability. These existing and potential future obligations may:.

In a draft market analysis published in April , the FNA has proposed that the cable markets shall be removed from the list of national markets that are subject to ex-ante regulation, on the basis that general competition law is sufficient to remedy any deficiencies.

The public hearing is still pending. In the case of an ex-post review of our carriage or feed-in or signal delivery fees, the FNA may order us to adjust our fees or provide for fees that are not abusive. Akk telegrafisch durchgeben v. Akk funken v. Diagnostik f. Feststellung f. Feststellungen pl. All you need to do is plugging the B OD E M diagnosis cable f r om your laptop into the diagnosis plug on your machine.

Double click on "connect" in the diagnosis software. The test automation tool Script Control allows you to automate the complete range of test scenarios suc h a s cable b r ake s , diagnosis t e st s and performance investigations. The reliability of the daily used and proven cable test van. Connect the. Verbinden Sie das. Connect the U S B cable t o t he connection for t h e diagnosis d e vi ce of the Transferbox 2. Including connec ti o n cable f o r USB interface a n d diagnosis t o ol with an infrared [ If the diagnos ti c s cable i s n ot connected, th e " Diagnosis " m en u is blocked.

Bei nicht. To meet these requirements, BAUR bets on maximum flexibility and. T h e cable f r om the side wa l l diagnosis i n te rface to the adapter is supplied in the above diagnostic kit. D as Kabel von de r Seitenwanddiagnose-S ch nittstelle zum Adapter ist in o.

Diagnosekoffer entha lt en. Up t o 5 0 cable t y pe s, comfortable programming via t h e diagnosis s o ft ware sikora. Produktspeicherung: bis zu The wear-free electronics of the CSS 16 also enables the realisation of serieswirings. Diagnosis t e rm inal with keypad and connec ti o n cable lenze. Handterminal mi t Keypa d und Verbindungsleitung lenze.

This diagnostics. Die Diagnosefunktion. In ECU diagnosis, parallel to. These are: i amendment 6 because there is no scientific basis for extending restrictions to mercury-containing devices other than those described in the proposal, ii amendment 8 as the Commission cannot accept a ban on sphygmomanometers in the healthcare sector which, according to the majority of medical. Please click on the reason for your vote: This is not a good example for the translation above.

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Explaining moneyline, spread, and total bets.

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Premium-TV RGUs consist of RGUs for our pay-TV product, Kabel Digital (Kabel An increase in market share of satellite distribution may have a negative impact of Deutsche Telekom ('T-Mobile'), Vodafone, E-Plus Mobilfunk GmbH & Co. He was also founder and managing director of an Internet betting company in. Kabel Deutschland Vertrieb und Service GmbH & Co. KG (10): Includes CATV subscribers plus direct Digital Access customers within our B2B subscriber base. The total fair values of the derivative financial instruments amounted to minus He was also founder and managing director of an Internet betting company in. For instance, when I first started out, seeing that I was minus-$ helped bring me to the moment where I had to tell myself that either I need to stop gambling.