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Landeskreditbank Baden-Württemberg - L-Bank

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SUMMARY OF CERTAIN DIFFERENCES BETWEEN GENERALLY ACCEPTED GERMAN<br />

AND UNITED STATES ACCOUNTING PRINCIPLES<br />

Our audited financial statements for the years ended December 31, 2004, 2003 and 2002 have been prepared<br />

in accordance with generally accepted accounting standards in Germany (“German GAAP”) (see “Regulation<br />

and Supervision of L-<strong>Bank</strong> in the Federal Republic of Germany—Financial Statements and Audits”), which<br />

emphasize the concept of “prudence” (Vorsichtsprinzip) in the presentation of the financial statements in order to<br />

protect the interest of creditors in general. Our financial statements are not prepared in accordance with the<br />

accounting and financial reporting practices followed in the United States and have not been prepared in<br />

accordance with the accounting rules and regulations adopted by the Securities and Exchange Commission under<br />

the Securities Act of 1933. As a result, our financial statements included in this prospectus may differ<br />

substantially from financial statements prepared in accordance with accounting principles generally accepted and<br />

financial reporting practices followed in the United States (“U.S. GAAP”).<br />

The matters described below summarize certain differences between German GAAP and U.S. GAAP at<br />

December 31, 2004 and as of the date of this prospectus that may be material in the context of our financial<br />

statements. We are not required to prepare and have not prepared any reconciliation of our financial statements<br />

and any related footnote disclosures between German GAAP and U.S. GAAP and have not quantified such<br />

differences. The following summary should not be taken as exhaustive discussion of all differences. No attempt<br />

has been made to identify all disclosures, presentation or classification differences that would effect the manner<br />

in which transactions or events are presented in financial statements or notes thereto. In making an investment<br />

decision, investors must rely upon their own examination of the Company, the terms of the offering and the<br />

financial information. Potential investors should consult their own professional advisors for an understanding of<br />

the differences between German GAAP and U.S. GAAP, and how those differences might affect the financial<br />

information herein.<br />

Financial Statements Presentation<br />

Under German GAAP, the components of unconsolidated financial statements are balance sheet, income<br />

statement and notes to the financial statements while for consolidated financial statements, in addition, a<br />

statement of changes in shareholders’ equity and a cash flow statement are required. German GAAP requires one<br />

year of comparatives. The Company is required to use a particular balance sheet and income statement format<br />

and to address in their notes certain disclosures in accordance with the German Commercial Code.<br />

Under U.S. GAAP, financial statements comprise balance sheets, income statements, statements of changes<br />

in shareholders’ equity, cash flow statements and notes to the financial statements for both unconsolidated and<br />

consolidated financial statements. Financial statements for SEC registrants include two years of comparatives (to<br />

the current year) for all statements except for the balance sheet. Material components of each financial statement<br />

or line item have to be disclosed separately and in a sufficient detail in the financial statements including the<br />

notes to the financial statements.<br />

Scope of Consolidation<br />

Under German GAAP, consolidation of all majority-owned subsidiaries is required. However, if the<br />

subsidiaries are of minor significance, the necessary information cannot be obtained without unreasonable<br />

expense or delay and unless the shares are held for purpose of sale or the control is temporary, German GAAP<br />

permits excluding these subsidiaries from the consolidation. Similar considerations apply to equity investments<br />

where significant influence is exercised.<br />

Under U.S. GAAP, the determination when an entity is to be consolidated has traditionally been determined<br />

based on a voting control model and, accordingly, all subsidiaries should be consolidated. While this model is<br />

still applicable, new FASB Interpretation No. 46 ‘Consolidation of Variable Interest Entities’ (“FIN 46”) has<br />

broadened the scope of consolidation to include a risk and rewards model. Variable interest entities (“VIEs”),<br />

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