S.I. No. 294/1992 - European Communities (Credit Institutions : Accounts) Regulations, 1992

• (4) Subject to sub-paragraph (5) below, for the purposes of subparagraph (3) (b) above, the relevant alternative amount, in relation to any item shown in a company's balance sheet, is the amount which would have been shown in respect of that item if assets of any class included under that item at an amount determined by any method permitted by this paragraph had instead been included at their replacement cost as at the balance sheet date.

• (5) The relevant alternative amount may be determined by reference to the most recent actual purchase price before the balance sheet date of assets of any class included under the item in question instead of by reference to their replacement cost as at that date, but only if the former appears to the directors of the company to constitute the more appropriate standard of comparison in the case of assets of that class.

Substitution of original amount where price or cost unknown.

ALTERNATIVE ACCOUNTING RULES

PRELIMINARY

39.—(1) The rules set out in paragraphs 24 to 38 are referred to below in this Schedule as the historical cost accounting rules.

• (2) Paragraphs 24 to 27 and 31 to 35 are referred to below in this section of this Part of this Schedule as the depreciation rules; and references below in this Schedule to the historical cost accounting rules do not include the depreciation rules as they apply by virtue of paragraph 42.

ALTERNATIVE ACCOUNTING RULES

41.—(1) Intangible fixed assets, other than goodwill, may be included at their current cost.

• (2) Tangible fixed assets may be included at a market value determined as at the date of their last valuation or at their current cost.

• (3) Investments of any description falling to be included under Assets items 7 (Participating interests) or 8 (Shares in group undertakings) of the balance sheet format and any other securities held as financial fixed assets may be included either:

( a ) at a market value determined as at the date of their last valuation; or

( b ) at a value determined on any basis which appears to the directors to be appropriate in the circumstances of the company;

but in the latter case particulars of the method of valuation adopted and of the reasons for adopting it shall be disclosed in a note to the accounts.

• (4) Securities of any description not held as financial fixed assets (if not valued in accordance with paragraph 34 above) may be included at their current cost.

APPLICATION OF THE DEPRECIATION RULES

42.—(1) Where the value of any asset of a company is determined in accordance with paragraph 41, that value shall be, or (as the case may require) be the starting point for determining, the amount to be included in respect of that asset in the company's accounts, instead of its cost or any value previously so determined for that asset; and the depreciation rules shall apply accordingly in relation to any such asset with the substitution for any reference to its cost of a reference to the value most recently determined for that asset in accordance with paragraph 41.

• (2) The amount of any provision for depreciation required in the case of any fixed asset by paragraph 25 or 26 as it applies by virtue of subparagraph (1) is referred to below in this paragraph as the "adjusted amount", and the amount of any provision which would be required by that paragraph in the case of that asset according to the historical cost accounting rules is referred to as the "historical cost amount".

• (3) Where subparagraph (1) applies in the case of any fixed asset the amount of any provision for depreciation in respect of that asset included in any item shown in the profit and loss account in respect of amounts written off assets of the description in question may be the historical cost amount instead of the adjusted amount, provided that the amount of any difference between the two is shown separately in the profit and loss account or in a note to the accounts.

ADDITIONAL INFORMATION TO BE PROVIDED IN CASE OF DEPARTURE FROM HISTORICAL COST ACCOUNTING RULES

43.—(1) This paragraph applies where the amounts to be included in respect of assets covered by any items shown in a company's accounts have been determined in accordance with paragraph 41.

• (2) The item affected and the basis of valuation adopted in determining the amounts of the assets in question in the case of each such item shall be disclosed in a note to the accounts.

• (3) In the case of each balance sheet item affected either:

( a ) the comparable amounts determined according to the historical cost accounting rules; or

( b ) the differences between those amounts and the corresponding amounts actually shown in the balance sheet in respect of that item;

shall be shown separately in the balance sheet or in a note to the accounts.

• (4) In sub-paragraph (3) above, references in relation to any item to the comparable amount determined as there mentioned are references to:

( a ) the aggregate amount which would be required to be shown in respect of that item if the amounts to be included in respect of all the assets covered by that item were determined according to the historical cost accounting rules; and

( b ) the aggregate amount of the cumulative provisions for depreciation or diminution in value which would be permitted or required in determining those amounts according to those rules.

REVALUATION RESERVE

44.—(1) With respect to any determination of the value of an asset of a company in accordance with paragraph 41, the amount of any profit or loss arising from that determination (after allowing, where appropriate, for any provisions for depreciation or diminution in value made otherwise than by reference to the value so determined and any adjustments of any such provisions made in the light of that determination) shall be credited or (as the case may be) debited to a separate reserve ("the revaluation reserve").

• (2) The amount of the revaluation reserve shall be shown in the company's balance sheet under Liabilities item 11 in the balance sheet format, but need not be shown under that name.

• (3) An amount may be transferred from the revaluation reserve:

( a ) to the profit and loss account, if the amount was previously charged to that account or represents realised profit, or

( b ) on capitalisation;

and the revaluation reserve shall be reduced to the extent that the amounts transferred to it are no longer necessary for the purposes of the valuation method used.

• (4) In subparagraph (3) (b) "capitalisation", in relation to an amount standing to the credit of the revaluation reserve, means applying it in wholly or partly paying up unissued shares in the company to be allotted to members of the company as fully or partly paid shares.

• (5) The revaluation reserve shall not be reduced except as mentioned in this paragraph.

• (6) The treatment for taxation purposes of amounts credited or debited to the revaluation reserve shall be disclosed in a note to the accounts.

ASSETS AND LIABILITIES DENOMINATED IN FOREIGN CURRENCIES

45.—(1) Subject to the following subparagraphs, amounts to be included in respect of assets and liabilities denominated in foreign currencies shall be in Irish pounds (or the currency in which the accounts are drawn up) after translation at an appropriate spot rate of exchange prevailing at the balance sheet date.

• (2) An appropriate rate of exchange prevailing on the date of purchase may however be used for assets held as financial fixed assets and assets to be included under Assets items 9 (Intangible fixed assets) and 10 (Tangible fixed assets) in the balance sheet format, if they are not covered or not specifically covered in either the spot or forward currency markets.

• (3) An appropriate spot rate of exchange prevailing at the balance sheet date shall be used for translating uncompleted spot exchange transactions.

• (4) An appropriate forward rate of exchange prevailing at the balance sheet date shall be used for translating uncompleted forward exchange transactions.

• (5) This paragraph does not apply to any assets of liabilities held, or any transactions entered into, for hedging purposes or to any assets or liabilities which are themselves hedged.

46.—(1) Subject to subparagraph (2), any difference between the amount to be included in respect of an asset or liability under paragraph 45 and the book value, after translation into Irish pounds (or the currency in which the accounts are drawn up) at an appropriate rate, of that asset or liability shall be credited or, as the case may be, debited to the profit and loss account.

• (2) In the case, however, of assets held as financial fixed assets, of assets to be included under Assets item 9 (Intangible fixed assets) and 10 (Tangible fixed assets) in the balance sheet format and of transactions undertaken to cover such assets, any such difference may be deducted from or credited to any non-distributable reserve available for the purpose.

CHAPTER III NOTES TO THE ACCOUNTS

PRELIMINARY

GENERAL

Disclosure of accounting policies

Sums denominated in foreign currencies

INFORMATION SUPPLEMENTING THE BALANCE SHEET

Share capital and debentures

51.—(1) The following information shall be given with respect to the company's share capital:

( a ) the authorised share capital, and

( b ) where shares of more than one class have been allotted, the number and aggregate nominal value of shares of each class allotted.

• (2) In the case of any part of the allotted share capital that consists of redeemable shares, the following information shall be given:

( a ) the earliest and latest dates on which the company has power to redeem those shares,

( b ) whether those shares must be redeemed in any event or are liable to be redeemed at the option of the company or of the shareholder, and

( c ) whether any (and, if so, what) premium is payable on redemption.

( a ) the reason for making the allotment,

( b ) the classes of shares allotted, and

( c ) as respects each class of shares, the number allotted, their aggregate nominal value and the consideration received by the company for the allotment.

53.—(1) With respect to any contingent right to the allotment of shares in the company the following particulars shall be given:

( a ) the number, description and amount of the shares in relation to which the right is exercisable,

( b ) the period during which it is exercisable, and

( c ) the price to be paid for the shares allotted.

54.—(1) If the company has issued any debentures during the financial year to which the accounts relate, the following information shall be given:

( a ) the reason for making the issue,

( b ) the classes of debentures issued, and

( c ) as respects each class of debentures, the amount issued and the consideration received by the company for the issue.

• (2) Particulars of any redeemed debentures which the company has power to reissue shall also be given.

• (3) Where any of the company's debentures are held by a nominee of or trustee for the company, the nominal amount of the debentures and the amount at which they are stated in the accounting records kept by the company in accordance with section 202 of the Companies Act, 1990 , shall be stated.

Fixed assets

55.—(1) In respect of any fixed assets of the company included in any assets item in the company's balance sheet the following information shall be given by reference to each such item:

( a ) the appropriate amounts in respect of those assets included in the item as at the date of the beginning of the financial year and as at the balance sheet date respectively;

( b ) the effect on any amount included in the item in respect of those assets of:

• (i) any determination during that year of the value to be ascribed to any of those assets in accordance with paragraph 41 above;

• (ii) acquisition during that year of any fixed assets;

• (iii) disposals during that year of any fixed assets; and

• (iv) any transfers of fixed assets of the company to and from the item during that year.

• (2) The reference in sub-paragraph (1) (a) to the appropriate amounts in respect of any fixed assets (included in an assets item) as at any date there mentioned is a reference to amounts representing the aggregate amounts determined, as at that date, in respect of fixed assets falling to be included under the item on either of the following bases, that is to say:

( a ) on the basis of cost (determined in accordance with paragraphs 36 and 37), or

( b ) on any basis permitted by paragraph 41;

(leaving out of account in either case any provisions for depreciation or diminution in value).

• (3) In addition, in respect of any fixed assets of the company included in any assets item in the company's balance sheet, there shall be stated (by reference to each such item):

( a ) the cumulative amount of provisions for depreciation or diminution in value of those assets included under the item as at each date mentioned in sub-paragraph (1) (a),

( b ) the amount of any such provisions made in respect of the financial year,

( c ) the amount of any adjustments made in respect of any such provisions during that year in consequence of the disposal of any of those assets, and

( d ) the amount of any other adjustments made in respect of any such provisions during that year.

• (4) The requirements of this paragraph need not be complied with to the extent that a company takes advantage of the option of setting off charges and income afforded by paragraph 5 (3) of this Part of this Schedule.

( a ) the years (so far as they are known to the directors) in which the assets were severally valued and the several values; and

( b ) in the case of assets that have been valued during the financial year, the names of the persons who valued them or particulars of their qualifications for doing so and (in either case) the bases of valuation used by them.

( a ) how much of that amount is ascribable to land of freehold tenure and how much to land of leasehold tenure; and

( b ) how much of the amount ascribable to land of leasehold tenure is ascribable to land held on long lease and how much to land held on short lease.

( a ) any participating interests; and

( b ) any shares in group undertakings

that are held in credit institutions.

Reserves and provisions

59.—(1) Where any amount is transferred—

( a ) to or from any reserves,

( b ) to any provisions for liabilities and charges,

( c ) from any provision for liabilities and charges otherwise than for the purpose for which the provision was established,

and the reserves or provisions are or would but for paragraph 3 (3) of this Part of this Schedule be shown as separate items in the company's balance sheet, the information mentioned in the following sub-paragraph shall be given in respect of the aggregate of reserves or provisions included in the same item.

• (2) That information is:

( a ) the amount of the reserves or provisions as at the date of the begining of the financial year and as at the balance sheet date respectively,

( b ) any amounts transferred to or from the reserve to or from the reserve or provisions during that year, and

( c ) the source and application respectively of any amounts so transferred.

• (3) Particulars shall be given of each provision included in Liabilities item 6 (c) (Other provisions) in the company's balance sheet in any case where the amount of that provision is material.

Provision for taxation

Maturity analysis

61.—(1) A company shall disclose separately for each of Assets items 3 (b) and 4 and Liabilities items 1 (b), 2 (b) and 3 (b) the aggregate amount of the loans and advances and liabilities included in those items broken down into the following categories:

( a ) those repayable in not more than three months;

( b ) those repayable in more than three months but not more than one year;

( c ) those repayable in more than one year but not more than five years;

( d ) those repayable in more than five years

from the balance sheet date.

• (2) A company shall also disclose the aggregate amounts of all loans and advances falling within Assets item 4 (Loans and advances to customers) which are:

( a ) repayable on demand; or

( b ) are for an indeterminate period, being repayable upon short notice.

• (3) For the purposes of sub-paragraph (1), where a loan or advance or liability is repayable by instalments, each such instalment is to be treated as a separate loan or advance or liability.

Debt and other fixed income securities

Subordinated liabilities

63.—(1) The following information must be disclosed in relation to any borrowing included in Liabilities item 7 (Subordinated liabilities) that exceeds 10 per cent of the total for that item:

( a ) its amount;

( b ) the currency in which it is denominated;

( c ) the rate of interest and the maturity date (or the fact that it is perpetual);

( d ) the circumstances in which early repayment my be demanded;

( e ) the terms of the subordination; and

( f ) the existence of any provisions whereby it may be converted into capital or some other form of liability and the terms of any such provisions.

• (2) The general terms of any other borrowings included in Liabilities item 7 shall also be stated.

Fixed cumulative dividends

( a ) the amount of the arrears; and

( b ) the period for which the dividends or, if there is more than one class, each class of them are in arrears.

Details of assets charged

65.—(1) There shall be disclosed, in relation to each liabilities and off-balance sheet item of the balance sheet format, the aggregate amount of any assets of the company which have been charged to secure any liability or potential liability included thereunder, the aggregate amount of the liabilities or potential liabilities so secured and an indication of the nature of the security given.

• (2) Particulars shall also be given of any other charge on the assets of the company to secure the liabilities of any other person, including, where practicable, the amount secured.

Guarantees and other financial commitments

66.—(1) There shall be stated, where practicable:

( a ) the aggregate amount or estimated amount of contracts for capital expenditure, so far as not provided for; and

( b ) the aggregate amount or estimated amount of capital expenditure authorised by the directors which has not been contracted for.

• (2) Particulars shall given of:

( a ) any pension commitments included under any provision shown in the company's balance sheet; and

( b ) any such commitments for which no provision has been made;

and where any such commitment relates wholly or partly to pensions payable to past directors of the company separate particulars shall be given of that commitment so far as it relates to such pensions.

• (3) The following information shall also be given:

( a ) the nature of every pension scheme operated by or on behalf of the company including information as to whether or not each scheme is a defined benefit scheme or a defined contribution scheme,

( b ) whether each such scheme is externally funded or internally financed,

( c ) whether any pension costs and liabilities are assessed in accordance with the advice of a professionally qualified actuary and, if so, the date of the most recent relevant actuarial valuation,

( d ) whether and, if so, where any such actuarial valuation is available for public inspection.

• (4) Particulars shall also be given of any other financial commitments, including any contingent liabilities, which:

( a ) have not been provided for;

( b ) have not been included in the off-balance sheet items in the balance sheet format; and

( c ) are relevant to assessing the company's state of affairs.

• (5) Commitments within any of the preceding sub-paragraphs undertaken on behalf of or for the benefit of:

( a ) any parent company or fellow subsidiary undertaking of the company; or

( b ) any subsidiary undertaking of the company;

shall be stated separately from the other commitments within that sub-paragraph (and commitments within paragraph (a) shall be stated separately from those within paragraph (b)).

• (6) There shall be disclosed the nature and amount of any contingent liabilities and commitments included in off-balance sheet items 1 and 2 which are material in relation to the company's activities.

Off-balance sheet items: group undertakings

67.—(1) With respect to contingent liabilities required to be included under off-balance sheet item 1 in the balance sheet format, there shall be stated in a note to the accounts the amount of such contingent liabilities incurred on behalf of or for the benefit of:

( a ) any parent undertaking or fellow subsidiary undertaking, or

( b ) any subsidiary undertaking,

of the company; in addition the amount incurred in respect of the undertakings referred to in paragraph (a) shall be stated separately from the amount incurred in respect of the undertakings referred to in paragraph (b).

• (2) With respect to commitments required to be included under off-balance sheet item 2 in the balance sheet format, there shall be stated in a note to the accounts the amount of such commitments undertaken on behalf of or for the benefit of:

( a ) any parent undertaking or fellow subsidiary undertaking, or

( b ) any subsidiary undertaking,

of the company; in addition the amount incurred in respect of the undertakings referred to in paragraph (a) shall be stated separately from the amount incurred in respect of the undertakings referred to in paragraph (b).

Transferable securities

68.—(1) There shall be disclosed for each of Asset items 5 to 8 in the balance sheet format the amount of transferable securities that are listed on a recognised stock exchange and the amount of those that are unlisted.

• (2) In the case of each amount shown in respect of listed securities under subparagraph (1) above, there shall also be disclosed the aggregate market value of those securities, if different from the amount shown.

• (3) There shall be disclosed for each of assets items 5 and 6 the amount of transferable securities included under those items that are held as financial fixed assets and the amount of those that are not so held, together with the criterion used by the directors to distinguish those held as financial fixed assets.

Leasing transactions

Assets and liabilities denominated in a currency other than Irish pounds (or the currency in which the accounts are drawn up)

70.—(1) The aggregate amount in Irish pounds (or currency in which the accounts are drawn up) of all assets denominated in a currency other than Irish pounds (or the currency used) of all liabilities so denominated, shall be disclosed.

• (2) For the purposes of this paragraph an appropriate rate of exchange prevailing at the balance sheet date shall be used to determine the amounts concerned.

Sundry assets and liabilities

( a ) Assets item 13 (Other assets),

( b ) Liabilities item 4 (Other liabilities).

Unmatured forward transactions

72.—(1) The following shall be disclosed with respect to unmatured forward transactions outstanding at the balance sheet date:

( a ) the categories of such transactions, by reference to an appropriate system of classification;

( b ) whether, in the case of each such category, they have been made, to any material extent, for the purpose of hedging the effects of fluctuations in interest rates, exchange rates and market prices or whether they have been made, to any material extent, for dealing purposes.

• (2) Transactions falling within sub-paragraph (1) shall include all those in relation to which income or expenditure is to be included in:

( a ) format 1, item 6 or format 2, items B4 or A3 (Dealing profits or losses),

( b ) format 1, item 1 or format 2, item B1, by virtue of note (1) (b) to the profit and loss account formats (forward contracts, spread over the actual duration of the contract and similar in nature to interest).

Miscellaneous matters

73.—(1) Particulars shall be given of any case where the cost of any asset is for the first time determined under paragraph 38 of this Part of this Schedule.

• (2) Where any outstanding loans made under the authority of section 60 of the Principal Act, other than subsection (13) (a) of that section (various cases of financial assistance by a company for purchase of its own shares) are included under any item shown in the company's balance sheet, the aggregate amount of those loans shall be disclosed for each item in question.

• (3) The aggregate amount which is recommended for distribution by way of dividend shall be stated.

Particulars of any restriction on profits available for distribution by virtue of section 224 (2) (b) (1) of the Companies Act, 1990 , must be stated.

INFORMATION SUPPLEMENTING THE PROFIT AND LOSS ACCOUNT

Separate statement of certain items of income and expenditure

74.—(1) The amount respectively provided for the purchase of the company's share capital, for redemption of share capital and for redemption of share capital and for redemption of loans shall be stated.

• (2) The amount of income from listed and unlisted investments shall be stated.

• (3) The amount of the remuneration of the auditors and the expenses of the auditors shall be stated.

• (4) The aggregate amount of the emoluments of, and compensation in respect of loss of office to, directors and compensation paid to past directors shall be stated.

Particulars of tax

75.—(1) The basis on which the charge for corporation tax, income tax and other taxation on profits (whether payable inside or outside the State) is computed shall be stated.

• (2) Particulars shall be given of any special circumstances which affect liability in respect of taxation of profits, income or capital gains for the financial year concerned or liability in respect of taxation of profits, income or capital gains for succeeding financial years.

• (3) The following amounts shall be stated:

( a ) the amount of the charge for corporation tax;

( b ) if that amount would have been greater but for relief from double taxation, the amount which it would have been but for such relief;

( c ) the amount of the charge for income tax; and

( d ) the amount of the charge for taxation payable outside the State of profits, income and (so far as charged to revenue) capital gains.

These amounts shall be stated separately in respect of each of the amounts which is shown under the following items in the profit and loss account, that is to say format 1 item 16, format 2 item A10 (Tax on profit or loss on ordinary activities) and format 1 item 21, format 2 item A13 (Tax on extraordinary profit or loss).

Particulars of income

76.—(1) A company shall disclose, with respect to income included in the following items in the profit and loss account formats, the amount of that income attributable to each of the geographical markets in which the company has operated during the financial year:

( a ) format 1 item 1, format 2 item B1 (Interest receivable);

( b ) format 1 item 3, format 2 item B2 (Dividend income);

( c ) format 1 item 4, format 2 item B3 (Fees and commissions receivable);

( d ) format 1 item 6, format 2 item B4 (Dealing profits);

( e ) format 1 item 7, format 2 item B7 (Other operating income).

• (2) In analysing for the purposes of this paragraph the source of any income, the directors shall have regard to the manner in which the company's activities are organised.

• (3) For the purposes of this paragraph, markets which do not differ substantially from each other shall be treated as one market.

• (4) Where in the opinion of the directors the disclosure or any information required by this paragraph would be seriously prejudicial to the interests of the company, that information need not be disclosed, but the fact that any such information has not been disclosed must be stated.

Particulars of staff

77.—(1) The following information shall be given with respect to the employees of the company:

( a ) the average number of persons employed by the company in the financial year; and

( b ) the average number of persons so employed within each category of persons employed by the company.

• (2) The average number required by sub-paragraph (1) (a) or (b) shall be determined by dividing the relevant annual number by the number of weeks in the financial year.

• (3) The relevant annual number shall be determined by ascertaining for each week in the financial year:

( a ) for the purposes of sub-paragraph (1) (a), the number of persons employed under contracts of service by the company in that week (whether throughout the week or not); and

( b ) for the purposes of sub-paragraph (1) (b), the number of persons in the category in question of persons so employed;

and, in either case, adding together all the weekly numbers.

• (4) In respect of all persons employed by the company during the financial year who are taken into account in determining the relevant annual number for the purposes of sub-paragraph (1) (a) there shall also be stated the aggregate amounts respectively of:

( a ) wages and salaries paid or payable in respect of that year to those persons;

( b ) social security costs incurred by the company on their behalf; and

save in so far as those amounts or any of them are stated in the profit and loss account.

• (5) The categories of persons employed by the company by reference to which the number required to be disclosed by sub-paragraph (1) (b) is to be determined shall be such as the directors may select, having regard to the manner in which the company's activities are organised.

Management and agency services

Subordinated liabilities

Sundry income and charges

( a ) in format 1:

• (i) items 7 and 10 (Other operating income and charges);

• (ii) items 18 and 19 (Extraordinary income and charges);

( b ) in format 2:

• (i) items A6 and B7 (Other operating charges and income);

• (i) items A12 and B10 (Extraordinary charges and income).

Miscellaneous matters

81.—(1) Where any amount relating to any preceding financial year is included in any item in the profit and loss account, the effect shall be stated.

• (2) The effect shall be stated on any transactions that are exceptional by virtue of size or incidence though they fall within the ordinry activities of the company.

• (3) Particulars shall be given of any extraordinary income or changes arising in the financial year.

Regulation 7

PART II FORM AND CONTENT OF GROUP ACCOUNTS

GENERAL RULES

1.—(1) Accounts shall comply so far as practicable with the provisions of Part I of this Schedule as if the undertakings included in the consolidation ("the group") were a single company.

• (2) In particular, for the purposes of note (20) to the balance sheet format set out in Section B of Chapter 1 of Part 1 of this Schedule and paragraphs 66 (5) and 67 of Part 1 of this Schedule as it applies to group accounts—

( a ) any subsidiary undertakings of the parent company not included in the consolidation shall be treated as subsidiary undertakings of the group, and

( b ) if the parent company is itself a subsidiary undertaking, the group shall be treated as a subsidiary undertaking of any parent undertaking of that company, and the reference to fellow-subsidiary undertakings shall be construed accordingly.

2.—(1) Subject to the exceptions authorised or required by this paragraph, all the subsidiary undertakings of the parent company shall be included in the consolidation.

• (2) A subsidiary undertaking may be excluded from consolidation if its inclusion is not material for the purpose of giving a true and fair view; but two or more undertakings may be excluded only if they are not material taken together.

• (3) In addition, a subsidiary undertaking my be excluded from consolidation where—

( a ) severe long-term restrictions substantially hinder the exercise of the rights of the parent company over the assets or management of that undertaking, or

( b ) the information necessary for the preparation of group accounts cannot be obtained without disproportionate expense or undue delay, or

( c ) the interest of the parent company is held exclusively with a view to subsequent resale and the undertaking has not previously been included in consolidated group accounts prepared by the parent company.

The reference in paragraph (a) to the right of the parent company and the reference in paragraph (c) to the interest of the parent company are, respectively, reference to rights and interests held by or attributed to the company in the absence of which it would not be the parent company

• (4) Subject to sub-paragraphs (6) and (7) of this paragraph, where the activities of one or more subsidiary undertakings are so different from those of other undertakings to be included in the consolidation that their inclusion would be incompatible with the obligation to give a true and fair view, those undertakings shall be excluded from consolidation.

• (5) Any application of paragraph (4) of this paragraph does not apply merely because some of the undertakings are industrial, some commercial and some provide services, or because they carry on industrial or commercial activities involving different products or provide different services.

• (7) Notwithstanding sub-paragraph (4) of this paragraph, an undertaking (other than a credit institution) whose activities are a direct extension of or ancillary to banking business shall not be excluded from the consolidation.

• (8) Where all the subsidiary undertakings of a parent company fall within the above exclusions, no group accounts shall be required.

3.—(1) The consolidated balance sheet and profit and loss account shall incorporate in full the information contained in the individual accounts of the undertakings included in the consolidation, subject to the adjustments authorised or required by the following provisions of this Schedule and to such other adjustments (if any) as may be appropriate in accordance with generally accepted accounting principles or practice.

• (2) Group accounts shall be drawn up as at the same date as the individual accounts of the parent company.

• (3) If the financial year of a subsidiary undertaking included in the consolidation differs from that of the parent company, the group accounts shall be made up—

( a ) from the accounts of the subsidiary undertaking for its financial year last ending before the end of the parent company's financial year, provided that year ended no more than three months before that of the parent company, or

( b ) from interim accounts prepared by the subsidiary undertaking as at end of the parent company's financial year.

4.—(1) Where assets and liabilities to be included in the group accounts have been valued or otherwise determined by undertakings according to accounting rules differing from those used for the groups accounts, the values or amounts shall be adjusted so as to accord with the rules used for the group accounts.

• (2) If it appears to the directors of the parent company that there are special reasons for departing from sub-paragraph (1) they may do so, but particulars of any such departure, the reasons for it and its effect shall be given in a note to the accounts.

• (3) The adjustments referred to in this paragraph need not be made if they are not material for the purpose of giving a true and fair view.

7.—(1) Debts and claims between undertakings included in the consolidation, and income and expenditure relating to transactions between such undertakings, shall be eliminated in preparing the group accounts.

• (2) Where profits and losses resulting from transactions between undertakings included in the consolidation are included in the book value of assets, they shall be eliminated in preparing the group accounts.

• (3) Sub-paragraphs (1) and (2) need not be complied with if the amounts concerned are not material for the purpose of giving a true and fair view.

ACQUISITION AND MERGER ACCOUNTING

8.—(1) The following provisions apply where an undertaking becomes a subsidiary undertaking of the parent company.

• (2) That event is referred to in those provisions as an "acquisition", and references to the "undertaking acquired" shall be construed accordingly.

10.—(1) The acquisition method of accounting is as follows.

• (2) The identifiable assets and liabilities of the undertaking acquired shall be included in the consolidated balance sheet at their fair values as at the date of acquisition.

In this paragraph the "identifiable" assets or liabilities of the undertaking acquired means the assets or liabilities which are capable of being disposed of or discharged separately, without disposing of a business of the undertaking.

• (3) The income and expenditure of the undertaking acquired shall be brought into the group accounts only as from the date of the acquisition.

• (4) There shall be set off against the acquisition cost of the interest in the shares of the undertaking held by the parent company and its subsidiary undertakings the interest of the parent company and its subsidiary undertakings in the adjusted capital and reserves of the undertaking acquired.

For this purpose—

"the acquisition cost" means the amount of any cash consideration and the fair value of any other consideration, together with such amount (if any) in respect of fees and other expenses of the acquisition as the company may determine, and

"the adjusted capital and reserves" of the undertaking acquired means its capital and reserves at the date of the acquisition after adjusting the identifiable assets and liabilities of the undertaking to fair values as at that date.

• (5) The resulting amount if positive shall be treated as goodwill, and if negative as a negative consolidation difference.

• (6) Where in applying the acquisition method of accounting—

( a ) there is no record of—

• (i) the fair values as at the date of acquisition of the identifiable assets and liabilities of the undertaking acquired, or

• (ii) the acquisition cost of the interest in the shares of the acquired undertaking by the undertakings dealt with in the group accounts, or

( b ) such records cannot be obtained without unreasonable expense or delay,

the values of the identifiable assets and liabilities and the acquisition cost shall be taken to be the values and cost ascribed to them in the earliest available record made after the acquisition of that subsidiary undertaking.

11.—(1) The conditions for accounting for an acquisition as a merger are—

( a ) that at least 90 per cent of the nominal value of the relevant shares in the undertaking acquired is held by or on behalf of the parent company and its subsidiary undertakings,

( b ) that the proportion referred to in paragraph (a) was attained pursuant to an arrangement providing for the issue of equity shares by the parent company or one or more of its subsidiary undertakings, and

( c ) that the fair value of any consideration other than the issue of equity share given pursuant to the arrangement by the parent company and its subsidiary undertakings did not exceed 10 per cent of the nominal value of the equity shares issued.

• (2) The reference in sub-paragraph (1) (a) to the "relevant shares" in an undertaking acquired is to those carrying unrestricted rights to participate both in distributions and in the assets of the undertaking upon liquidation.

12.—(1) The merger method of accounting is as follows:

• (2) The assets and liabilities of the undertaking acquired shall be brought into the group accounts at the figures at which they stand in the undertaking's accounts, subject to any adjustment authorised or required by this Part of the Schedule.

• (3) The income and expenditure of the undertaking acquired shall be included in the group accounts for the entire financial year, including the period before the acquisition.

• (4) The group accounts shall show corresponding amounts relating to the previous financial year as if the undertaking acquired had been included in the consolidation throughout that year.

• (5) There shall be set off against the aggregate if—

( a ) the appropriate amount in respect of shares issued by the parent company or its subsidiary undertakings in consideration for the acquisition of shares in the undertaking acquired, and

( b ) the fair value of any other consideration for the acquisition of shares in the undertaking acquired, determined as at the date when those shares were acquired,

the nominal value of the issued share capital of the undertaking acquired held by the parent company and its subsidiary undertakings.

• (6) The resulting amount shall be shown as an adjustment to the consolidated reserves.

13.—(1) Where a group of undertakings is acquired, paragraphs 10 to 12 apply with the following adaptations.

• (2) References to shares of the undertaking acquired shall be construed as references to shares of the parent undertaking of the group.

• (3) Other references to the undertaking acquired shall be construed as references to the group; and references to the assets and liabilities, income and expenditure and capital and reserves of the undertaking acquired shall be construed as references to the assets and liabilities, income and expenditure and capital and reserves of the group after making the set offs and other adjustments required by this Part of the Schedule in the case of group accounts.

• (2) There shall be stated—

( a ) the name of the undertaking acquired or, where a group was acquired, the name of the parent undertaking of that group, and

( b ) whether the acquisition has been accounted for by the acquisition or the merger method of accounting.

CHANGES IN COMPOSITION OF THE GROUP

DIFFERENCES IN TAX TREATMENTS

MINORITY INTERESTS

18.—(1) The formats set out in Part I of this Schedule have effect in relation to group accounts with the following additions.

• (2) In the Balance Sheet Format a further item headed "Minority interests" shall be added—

( a ) either between "LIABILITIES" items 7 and 8, or

( b ) after "LIABILITIES" item 12;

and under that item shall be shown the amount of capital and reserves attributable to shares in subsidiary undertakings included in the consolidation held by or on behalf of persons other than the parent company and its subsidiary undertakings.

• (3) In the Profit and Loss Account Formats a further item headed "Minority interests" shall be added—

( a ) in Format 1, between items 17 and 18; and

( b ) in Format 2, between items A11 and A12 or between items B9 and B10;

and under that item shall be shown the amount of any profit or loss on ordinary activities attributable to shares in subsidiary undertakings included in the consolidation held by or on behalf of persons other than the parent company and its subsidiary undertakings.

• (4) In the Profit and Loss Account Formats a further item headed "Minority interests" shall be added—

( a ) in Format 1, between items 22 and 23, and

( b ) in Format 2, between items A14 and A15 or between items B11 and B12;

and under that item shall be shown the amount of any profit or loss on extraordinary activities attributable to shares in subsidiary undertakings included in the consolidation held by or on behalf of persons other than the parent company and its subsidiary undertakings.

• (5) For the purposes of paragraph 3 (3) of Part I of this Schedule (power to combine items) the additional items required by the foregoing provisions of this paragraph shall be treated as items to which a letter is assigned.

INTERESTS IN SUBSIDIARY UNDERTAKINGS EXCLUDED FROM CONSOLIDATION

19.—(1) The interest of the group in subsidiary undertakings excluded from consolidation under paragraph 2 (4) of this Part of the Schedule (undertakings with activities different from those of undertakings included in the consolidation), and the amount of profit or loss attributable to such an interest, shall be shown in the consolidated balance sheet or, as the case may be, in the consolidated profit and loss account by the equity method of accounting (including dealing with any goodwill arising in accordance with paragraphs 24, 26 and 28 of Part 1 of this Schedule).

JOINT VENTURES

20.—(1) Where an undertaking included in the consolidation manages another undertaking jointly with one or more undertakings not included in the consolidation, that other undertaking ("the joint venture") may, if it is not—

( a ) a body corporate, or

( b ) a subsidiary undertaking of the parent company,

be dealt with in the group accounts by the method of proportional consolidation.

• (2) The provisions of this Part relating to the preparation of consolidated accounts apply, with any necessary modifications to proportional consolidation under this paragraph.

ASSOCIATED UNDERTAKINGS

21.—(1) An "associated undertaking" means an undertaking in which an undertaking included in the consolidation has a participating interest and over whose operating and financial policy it exercises a significant influence, and which is not—

( a ) a subsidiary undertaking of the parent company, or

( b ) a joint venture dealt with in accordance with paragraph 20.

• (2) Where an undertaking holds 20 per cent or more of the qualifying capital interest in another undertaking, it shall be presumed to exercise such an influence over it unless the contrary is shown.

• (3) Paragraphs (3) and (4) of Regulation 4 of the European Communities (Companies; Ggroup Accounts) Regulations, 1992, shall apply for determining whether subparagraph (2) above applies.

22.—(1) The formats in Part 1 of this Schedule shall have effect in relation to group accounts with the following modifications.

• (2) In the balance Sheet format assets item 7 (Participating Interests) shall be replaced by two items headed

"Interests in associated undertakings"

and

"Other participating interests".

• (3) In the Profit and Loss Account formats the following items, namely:

( a ) format 1, item 3 (b), (Income from participating interests), and

( b ) format 2, item B2 (b) (Income from participating interests),

shall be replaced by the following two replacement items:

• (i) "Income from participating interests other than associated undertakings", which shall be shown at position 3 (b) in format 1 and position B2 (b) in format 2; and

• (ii) "Income from associated underakings", which shall be shown at an appropriate position.

23.—(1) The interest of an underaking in an associated underaking, and the amount of profit or loss attributable to such an interest, shall be shown by the equity method of accounting (including dealing with any goodwill arising in accordance with paragraphs 24, 26 and 28 of Part 1 of this Schedule).

• (2) Where the associated undertaking is itself a parent undertaking, the net assets and profits or losses to be taken into account are those of the parent and its subsidiary undertaking (after making any consolidation adjustments).

• (3) The equity method of accounting need not be applied if the amounts in question are not material for the purpose of giving a true and fair view.

FOREIGN CURRENCY TRANSLATION

( a ) the amount included in the consolidated account for the previous financial year with respect to any undertaking included in the consolidation or the group's interest in any associated undertaking, together with the amount of any transactions undertaken to cover any such interest; and

( b ) the opening amount for the financial year in respect of those undertakings and in respect of any such transactions arising as a result of the application of paragraph 45 of Part I of this Schedule may be credited to (where (a) is less than (b)), or deducted from (where (a) is less than (b)), (as the case may be) consolidated reserves.

INFORMATION AS TO UNDERTAKING IN WHICH SHARES ARE HELD AS A RESULT OF A FINANCIAL ASSISTANCE OPERATION

26.—(1) The following provisions apply where the present company of a banking group has a subsidiary undertaking which:

( a ) is a credit institution of which shares are held as a result of a financial assistance operation with a view to its reorganisation or rescue; and

( b ) is excluded from consolidation under paragraph 2 (3) (c) (interest held with a view to resale).

• (2) Information as to the nature and terms of the operations shall be given in a note to the group accounts and there shall be appended to the copy of the group accounts annexed to the annual return of the parent company a copy of the undertaking's latest individual accounts and, if it is a parent undertaking, its latest group accounts.

If the accounts appended are required by law to be audited, a copy of the auditors' report shall also be appended.

• (3) If any document required to be appended is in a language other than Irish or English, the directors shall annex a translation of it into Irish or English, certified to be a correct translation.

• (4) The above requirements are subject to the following qualifications:

( a ) an undertaking is not required to prepare for the purposes of this paragraph accounts which would not otherwise be required to be prepared, and if no accounts satisfying the above requirements are prepared none need be appended;

( b ) the accounts of an undertaking need not be appended if they would not otherwise be required to be published, or made available for public inspection, anywhere in the world, but in that case the reason for not appending the accounts shall be stated in a note to the consolidated accounts.

• (5) Where a copy of an undertaking's accounts is required to be appended to the copy of the group accounts annexed to the annual return, that fact shall be stated in a note to the group accounts.

Regulation 10

PART III DISCLOSURE OF INFORMATION: RELATED UNDERTAKINGS

A. COMPANIES NOT REQUIRED TO PREPARE GROUP ACCOUNTS

SUBSIDIARY UNDERTAKINGS

1.—(1) The following information shall be given where at the end of the financial year the company has subsidiary undertakings.

• (2) The name of each subsidiary undertaking shall be stated.

• (3) There shall be stated with respect to each subsidiary undertaking—

( a ) if it is incorporated, the country in which it is incorporated;

( b ) if it is unincorporated, the address of its principal place of business.

• (4) The reason why the company is not required to prepare group accounts shall be stated.

• (5) If the reason is that the subsidiary undertakings of the company fall within the exclusions provided for in paragraph (2) of Part II of this Schedule, it shall be stated with respect to each subsidiary undertaking which of those exclusions applies.

HOLDINGS IN SUBSIDIARY UNDERTAKINGS

( a ) the identity of the class, and

( b ) the proportion of the nominal value of the shares of that class represented by those shares.

FINANCIAL INFORMATION ABOUT SUBSIDIARY UNDERTAKINGS

3.—(1) There shall be disclosed with respect to each subsidiary undertaking—

( a ) the aggregate amount of its capital and reserves as at the end of its relevant financial year, and

( b ) its profit or loss for that year.

• (2) That information need not be given if the company is exempt by virtue of regulation 8 of these Regulations from the requirements to prepare group accounts (parent company included in accounts of larger group).

• (3) That information need not be given if—

( a ) the subsidiary undertaking is not otherwise required to publish its accounts, and

( b ) the company's holding is less than 50 per cent of the nominal value of the shares in the undertaking.

• (4) Information otherwise required by this paragraph need not be given if it is not material.

• (5) For the purposes of this part of the Schedule the "relevant financial year" of a subsidiary undertaking is—

( a ) if its financial year ends with that of the company, that year, and

( b ) if not, its financial year ending last before the end of the company's financial year.

FINANCIAL YEARS OF SUBSIDIARY UNDERTAKINGS

( a ) the reason why the company's directors consider that its financial year should not end with that of the company, and

( b ) the date on which its last financial year ended (last before the end of the company's financial year).

Instead of the date required by paragraph (b) being given for each subsidiary undertaking the earliest and latest of those dates may be given.

FURTHER INFORMATION ABOUT SUBSIDIARY UNDERTAKINGS

5.—(1) There shall be disclosed—

( a ) any qualifications contained in the auditors' reports on the accounts of subsidiary undertakings for financial years ending with or during the financial year of the company, and

( b ) any note or saving contained in such accounts to call attention to a matter which, apart from the note or saving, would properly have been referred to in such a qualification,

in so far as the matter which is the subject of the qualification or note is not covered by the company's own accounts and is material from the point of view of its members.

• (2) The aggregated amount of the total investment of the company in the shares of subsidiary undertakings shall be stated by way of the equity method of valuation, unless—

( a ) the company is exempt from the requirement to prepare group accounts by virtue of regulation 8 of these regulations (parent company included in accounts of larger group), and

( b ) the directors state their opinion that the aggregate value of the assets of the company consisting of shares in, or amounts owing (whether on account of a loan or otherwise) from, the company's subsidiary undertakings is not less than the aggregate of the amounts at which those assets are stated or included in the company's balance sheet.

• (3) In so far as information required by this paragraph is not obtainable, a statement to that effect shall be given instead.

SHARES AND DEBENTURES OF COMPANY HELD BY SUBSIDIARY UNDERTAKINGS

6.—(1) The number, description and amount of the shares in and debentures of the company held by or on behalf of its subsidiary undertakings shall be disclosed.

• (2) Sub-paragraph (1) does not apply in relation to shares or debentures in the case of which the subsidiary undertaking is concerned as personal representative or, subject as follows, as trustee.

• (3) The exception for shares or debentures in relation to which the subsidiary undertaking is concerned as trustee does not apply if the company, or any subsidiary undertaking of the company, is beneficially interested under the trust, otherwise than by way of security only for the purposes of a transaction entered into by it in the ordinary course of a business which includes the lending of money.

SIGNIFICANT HOLDINGS IN UNDERTAKINGS OTHER THAN SUBSIDIARY UNDERTAKINGS

7.—(1) The information required by paragraphs 8 and 9 shall be given where at the end of the financial year the company has a significant holding in an undertaking which is not a subsidiary undertaking of the company.

• (2) A holding is significant for this purpose if it amounts to 20 per cent or more of all interests held by the company in an undertaking.

8.—(1) The name of the undertaking shall be stated

• (2) There shall be stated—

( a ) if the undertaking is incorporated, the country in which it is incorporated;

( b ) if it is unincorporated, the address of its principal place of business.

• (3) There shall also be stated—

( a ) the identity of each class of shares in the undertaking held by the company, and

( b ) the proportion of the nominal value of the shares of that class represented by those shares.

9.—(1) There shall also be stated—

( a ) the aggregate amount of the capital and reserves of the undertaking as at the end of its relevant financial year, and

( b ) its profit or loss for that year.

• (2) That information need not be given if—

( a ) the company is exempt by virtue of regulation 8 of these regulations from the requirement to prepare group accounts (parent company included in accounts of larger group), and

( b ) the investment of the company in all undertakings in which it has such a holding as is mentioned in sub-paragraph (1) is shown, in aggregate, in the notes to the accounts by way of the equity method of valuation.

• (3) That information need not be given in respect of an undertaking if—

( a ) the undertaking is not otherwise required to publish its accounts, and

( b ) the company's holding is less than 50 per cent of the nominal value of the shares in the undertaking.

PARENT UNDERTAKING DRAWING UP ACCOUNTS FOR LARGER GROUP

10.—(1) Where the company is a subsidiary undertaking, the following information shall be given with respect to the parent undertaking of—

( a ) the largest group of undertakings for which group accounts are drawn up and of which the company is a member, and

( b ) the smallest such group of undertakings.

• (2) The name of the parent undertaking shall be stated

• (3) There shall be stated—

( a ) if the undertaking is incorporated, the country is which it is incorporated;

( b ) if it is unincorporated, the address of its principal place of business.

• (4) If copies of the group accounts referred to in sub-paragraph (1) are available to the public, there shall also be stated the addresses from which copies of the accounts can be obtained.

B. COMPANIES REQUIRED TO PREPARE GROUP ACCOUNTS

SUBSIDIARY UNDERTAKINGS

11.—(1) The following information shall be given with respect to the undertakings which are subsidiary undertakings of the parent company at the end of the financial year.

• (2) The name of each undertaking shall be stated.

• (3) There shall be stated—

( a ) if the undertaking is incorporated, the country in which it is incorporated;

( b ) if it is unincorporated, the address of its principal place of business.

• (4) It shall also be stated whether the subsidiary undertaking is included in the consolidation and, if it is not, the reasons for excluding it from consolidation shall be given.

• (5) The relevant provisions of regulation 4, other than sub-paragraph 1 (a), of the European Communities (Companies; Group Accounts) Regulations, 1992 which apply to each subsidiary shall be stated.

HOLDINGS IN SUBSIDIARY UNDERTAKINGS

12.—(1) The following information shall be given with respect to the shares of a subsidiary undertaking held—

( a ) by the parent company,

( b ) by the group;

and the information under paragraphs (a) and (b) shall (if different) be shown separately.

• (2) There shall be stated—

( a ) the identity of each class of shares held, and

( b ) the proportion of the nominal value of the shares of that class represented by those shares.

FINANCIAL INFORMATION ABOUT SUBSIDIARY UNDERTAKINGS NOT INCLUDED IN THE CONSOLIDATION

13.—(1) There shall be shown with respect to each subsidiary undertaking not included in the consolidation—

( a ) the aggregate amount of its capital and reserves as at the end of its relevant financial year, and

( b ) its profit or loss for that year.

• (2) That information need not be given if the group's investment in the undertaking is included in the accounts by way of the equity method of valuation or if—

( a ) the undertaking is not otherwise required to publish its accounts, and

( b ) the holding of the group is less than 50 per cent of the nominal value of the shares in the undertaking.

• (3) Information otherwise required by this paragraph need not be given if it is not material.

FURTHER INFORMATION ABOUT SUBSIDIARY UNDERTAKINGS EXCLUDED FROM CONSOLIDATION

14.—(1) The following information shall be given with respect to subsidiary undertakings excluded from consolidation.

• (2) There shall be disclosed—

( a ) any qualifications contained in the auditors' reports on the accounts of the undertaking for financial years ending with or during the financial year of the Company, and

( b ) any note or saving contained in such accounts to call attention to a matter which, apart from the note or saving, would properly have been referred to in such a qualification,

in so far as the matter which is the subject of the qualification or note is not covered by the consolidated accounts and is material from the point of view of the members of the parent company.

• (3) In so far as information required by this paragraph is not obtainable, a statement to that effect shall be given instead.

FINANCIAL YEARS OF SUBSIDIARY UNDERTAKINGS

( a ) the reasons why the company's directors consider that its financial year should not end with that of the company, and

( b ) the date on which its last financial year ended (last before the end of the company's financial year).

Instead of the dates required by paragraph (b) being given for each subsidiary undertaking the earliest and latest of those dates may be given.

SHARES AND DEBENTURES OF COMPANY HELD BY SUBSIDIARY UNDERTAKINGS

16.—(1) The number, description and amount of the shares in and debentures of the company held by or on behalf of its subsidiary undertakings shall be disclosed.

• (2) Sub-paragraph (1) does not apply in relation to shares or debentures in the case of which the subsidiary undertaking is concerned as personal representative or, subject as follows, as trustee.

• (3) The exception for shares or debentures in relation to which the subsidiary undertaking is concerned as trustee does not apply if the company, or any of its subsidiary undertakings, is beneficially interested under the trust, otherwise than by way of security only for the purposes of a transaction entered into by it in the ordinary course of a business which includes the lending of money.

JOINT VENTURES.

17.—(1) The following information shall be given where an undertaking is dealt with in the consolidated accounts by the method of proportional consolidation in the case of joint ventures—

( a ) the name of the undertaking;

( b ) the address of the principal place of business of the undertaking;

( c ) the factors on which joint management of the undertaking is based; and

( d ) the proportion of the capital of the undertaking held by undertakings included in the consolidation.

• (2) Where the financial year of the undertaking did not end with that of the company, there shall be stated the date on which the financial year of the undertaking last ended before that date.

ASSOCIATED UNDERTAKINGS

18.—(1) The following information shall be given where an undertaking included in the consolidation has an interest in an associated undertaking.

• (2) The name of the associated undertaking shall be stated.

• (3) There shall be stated—

( a ) if the undertaking is incorporated, the country in which it is incorporated;

( b ) if it is unincorporated, the address of its principal place of business.

• (4) The following information shall be given with respect to the shares of the undertaking held—

( a ) by the parent company, and

( b ) by the group;

and the information under paragraphs (a) and (b) shall be shown separately.

• (5) There shall be stated—

( a ) the identity of each class of shares held, and

( b ) the proportion of the nominal value of the shares of that class represented by those shares.

• (6) In this paragraph "associated undertakings" has the meaning given by paragraph 21 of Part II of this Schedule and the information required by this paragraph shall be given notwithstanding that paragraph 6 of that Schedule (materiality) applies in relation to the accounts themselves.

OTHER SIGNIFICANT HOLDINGS OF PARENT COMPANY