Foreign companies whose shares are registered on U.S. security exchanges must file a description of significant differences between U.S.and domestic accounting principles with the SEC,as well as a reconciliation of net income and shareholders’ equity under domestic and U.S. GAAP.

Antic Knights, plc, a British firm, included the following information in its SEC filings for 2000:

1. Summary of Differences Between United Kingdom and United States Generally Accepted Accounting Principles:

(a) Acquisition Cost Under United Kingdom GAAP, certain acquisition-related costs can be immediately charged to retained earnings. Under United States GAAP, these costs are charged to the statement of earnings as incurred. Examples of such items include certain costs related to the closure of facilities and severances of terminated employees.

(b) Deferred Taxation United Kingdom GAAP allows for no provision for deferred taxation to be made if there is reasonable evidence that such taxation will not be payable in the foreseeable future. United States GAAP requires provisions for deferred taxation be made for all differences between the tax basis and book basis of assets and liabilities.

(c) Goodwill and Other Intangibles The Company writes off certain intangible assets, including goodwill, covenants not to compete, and favorable lease rights, directly to retained earnings in the year of acquisition. Under U.S. GAAP these intangible assets would be capitalized as assets and amortized over their estimated useful lives.

2. Reconciliations of Net Income and Shareholders’ Equity: P-968 Net Income Reconciliation Shareholders’ Equity Reconciliation For the year ended For the year ended March 31, 2000 March 31, 2000

(Pounds in Thousands) (Pounds in Thousands)

Net earnings before extraordinary items £ 19,726 Shareholders’ equity £ 8,652 Amortization of goodwill (10,292) Goodwill 13,312 Acquisition costs (3,012) Deferred taxes (509)

Deferred income taxes (333) Other 1,172 Other (1,895)

Estimated earnings, Shareholders’ equity, U.S. GAAP £ 4,194 U.S. GAAP £22,627