Editorial Note on Part 225
Editorial Note: Nomenclature changes to part 225 appear at 69 FR 77618, Dec. 28, 2004.

§ 225.34 Total equity. ( a ) *General.* For purposes of this subpart, the total equity controlled by a first company in a second company that is organized as a stock corporation and prepares financial statements pursuant to U.S. generally accepted accounting principles will be calculated as described in paragraph (b) of this section. With respect to a second company that is not organized as a stock corporation or that does not prepare financial statements pursuant to U.S. generally accepted accounting principles, the first company's total equity in the second company will be calculated so as to be reasonably consistent with the methodology described in paragraph (b) of this section, while taking into account the legal form of the second company and the accounting system used by the second company to prepare financial statements.
( b ) *Calculation of total equity* — ( 1 ) *Total equity.* The first company's total equity in the second company, expressed as a percentage, is equal to: ( i ) The sum of Investor Common Equity and, for each class of preferred stock issued by the second company, Investor Preferred Equity, divided by
( ii ) Issuer Shareholders' Equity.
( 2 ) *Investor Common Equity* equals the greater of: ( i ) Zero, and
( ii ) The quotient of the number of shares of common stock of the second company that are controlled by the first company divided by the total number of shares of common stock of the second company that are issued and outstanding, multiplied by the amount of shareholders' equity of the second company not allocated to preferred stock under U.S. generally accepted accounting principles.[1]
( 3 ) *Investor Preferred Equity* equals, for each class of preferred stock issued by the second company, the greater of: ( i ) Zero, and
( ii ) The quotient of the number of shares of the class of preferred stock of the second company that are controlled by the first company divided by the total number of shares of the class of preferred stock that are issued and outstanding, multiplied by the amount of shareholders' equity of the second company allocated to the class of preferred stock under U.S. generally accepted accounting principles.[2]
( c ) *Consideration of debt instruments and other interests in total equity.* ( 1 ) For purposes of the total equity calculation in paragraph (b) of this section, a debt instrument or other interest issued by the second company that is controlled by the first company may be treated as an equity instrument if that debt instrument or other interest is functionally equivalent to equity.
( 2 ) For purposes of paragraph (b)(1) of this section, the principal amount of all debt instruments and the market value of all other interests that are functionally equivalent to equity that are controlled by the first company are added to the sum under paragraph (b)(1)(i) of this section, and the principal amount of all debt instruments and the market value of all other interests that are functionally equivalent to equity that are outstanding are added to Issuer Shareholders' Equity.
( 3 ) For purposes of paragraph (c)(1) of this section, a debt instrument issued by the second company may be considered functionally equivalent to equity if it has equity-like characteristics, such as: ( i ) Extremely long-dated maturity;
( ii ) Subordination to other debt instruments issued by the second company;
( ii ) Qualification as regulatory capital under any regulatory capital rules applicable to the second company;
( iii ) Qualification as equity under applicable tax law;
( iv ) Qualification as equity under U.S. generally accepted accounting principles or other applicable accounting standards;
( v ) Inadequacy of the equity capital underlying the debt at the time of the issuance of the debt; or
( vi ) Issuance not on market terms.
( 4 ) For purposes of paragraph (c)(1) of this section, an interest that is not a debt instrument issued by the second company may be considered functionally equivalent to equity if it has equity-like characteristics, such as entitling its owner to a share of the profits of the second company.
( d ) *Exclusion of certain equity instruments from total equity.* ( 1 ) For purposes of the total equity calculation in paragraph (b) of this section, an equity instrument issued by the second company that is controlled by the first company may be treated as not an equity instrument if the equity instrument is functionally equivalent to debt.
( 2 ) For purposes of paragraph (d)(1) of this section, an equity instrument issued by the second company may be considered functionally equivalent to debt if it has debt-like characteristics, such as protections generally provided to creditors, a limited term, a fixed rate of return or a variable rate of return linked to a reference interest rate, classification as debt for tax purposes, or classification as debt for accounting purposes.
( e ) *Frequency of total equity calculation.* The total equity of a first company in a second company is calculated each time the first company acquires control over equity instruments of the second company, including any debt instruments or other interests that are functionally equivalent to equity in accordance with paragraph (c) of this section.
Editorial Note
Editorial Note: At 85 FR 12426, Mar. 2, 2020, subpart D was revised, including § 225.34 which contains 2 paragraphs designated (c)(3)(ii).
Footnotes -
225.34
[1] If the second company has multiple classes of common stock outstanding and different classes of common stock have different economic interests in the second company on a per share basis, the number of shares of common stock must be adjusted for purposes of this calculation so that each share of common stock has the same economic interest in the second company.
[2] If there are different classes of preferred stock with equal seniority (*i.e., pari passu* classes of preferred stock), the *pari passu* shares are treated as a single class. If *pari passu* classes of preferred stock have different economic interests in the second company on a per share basis, the number of shares of preferred stock must be adjusted for purposes of this calculation so that each *pari passu* share of preferred stock has the same economic interest in the second company.