Full opinion text
OPINION CARMAN, Judge. Plaintiffs in this consolidated action, Geneva Steel, AK Steel Corporation, Bethlehem Steel Corporation, Geneva Steel, Gulf States Steel Incorporated of Alabama, Inland Steel Industries, Incorporated, LTV Steel Company, Incorporated, Laclede Steel Company, National Steel Corporation, Sharon Steel Corporation, U.S. Steel Group a Unit of USX Corporation, and WCI Steel, Incorporated (collectively “Domestic Producers”), and Fab-rique de Fer de Charleroi, S.A. (Fabfer), move for judgment upon the agency record pursuant to U.S.CIT R. 56.2 contesting the determination by the International Trade Administration of the U.S. Department of Commerce (Commerce or Department) in Certain Steel Products From Belgium, 58 Fed.Reg. 37,273 (Dep’t Comm.1993) (final determ.) (Final Determination) and Certain Steel Products From Belgium, 58 Fed.Reg. 43,749 (Dep’t Comm.1993) (order and am. to final determ.) (Amended Determination). Defendant-Intervenors Sidmar N.V. and TradeARBED, Incorporated, Sidmar N.V.’s domestic importer, (collectively “Sidmar”), and S.A. Forges de Clabecq (Clabecq) have filed response briefs in opposition to Domestic Producers’ motion for judgment on the agency record. The United States Court of International Trade (CIT or Court) has jurisdiction over this matter pursuant to 28 U.S.C. § 1581(c) (1988). Background In July 1992, Commerce gave notice of its investigation of several Belgian steel companies regarding three separate classes or kinds of merchandise: certain hot-rolled carbon steel flat products, certain cold-rolled carbon steel flat products, and certain cut-to-length carbon steel plate. The Belgian steel firms investigated were Fabfer, Clabecq, Sid-mar, and S.A. Cockerill Sambre (Cockerill). The period of investigation (POI) for Fabfer and Clabecq was July 1990 through June 1991, and the POI for Sidmar and Cockerill was calendar year 1991. Final Determination, 58 Fed.Reg. at 37,274-75. The parties challenge numerous aspects of the Final Determination as amended. For purposes of clarity, this opinion will discuss the lead case, Geneva Steel, et al. v. United States, Court No. 93-09-00566-CVD, in section one, and the consolidated case, Fabrique de Fer de Charleroi S.A. v. United States, Court No. 93-09-00599-CVD, in section two. Standard of Review The appropriate standard for the Court’s review of a final determination by Commerce is whether the agency’s determination is “unsupported by substantial evidence on the record, or otherwise not in accordance with law.” 19 U.S.C. § 1516a(b)(1)(B)(i) (1994). Substantial evidence is that which “‘a reasonable mind might accept as adequate to support a conclusion.’ ” Universal Camera Corp. v. NLRB, 340 U.S. 474, 477, 71 S.Ct. 456, 459, 95 L.Ed. 456 (1951) (citation omitted), quoted in Matsushita Elec. Indus. Co. v. United States, 3 Fed.Cir. (T) 44, 51, 750 F.2d 927, 933 (1984). The Court must accord substantial weight to the agency’s interpretation of the statute it administers. American Lamb Co. v. United States, 4 Fed.Cir. (T) 47, 54, 785 F.2d 994, 1001 (1986) (citations omitted). While Commerce has discretion in choosing one interpretation over another, “[t]he traditional deference courts pay to agency interpretation is not to be applied to alter the clearly expressed intent of Congress.” Board of Governors of the Fed. Reserve Sys. v. Dimension Fin. Corp., 474 U.S. 361, 368, 106 S.Ct. 681, 686, 88 L.Ed.2d 691 (1986), cited in Ceramica Regiomontana, S.A. v. United States, 10 CIT 399, 405, 636 F.Supp. 961, 966 (1986) (“[T]his Court will not allow an agency, under the guise of lawful discretion, to contravene or ignore the intent of the legislature or the guiding purpose of the statute.”) (further citation omitted), aff'd, 5 Fed.Cir. (T) 77, 810 F.2d 1137 (1987). Discussion SECTION ONE: GENEVA STEEL, ET AL. V. UNITED STATES I. The Classification of Hybrid Securities and the Countervailing of Debt-to-Equity Conversions A. Classifying OCPCs and Parts Bénéfi-ciaries In November 1978 and February 1979 the Belgian Council of Ministers decided that the government of Belgium (GOB) would assume the interest costs on all medium- and long-term loans held by certain steel companies agreed to before January 1, 1979. Final Determination, 58 Fed.Reg. at 37,277. Pursuant to this decision and upon agreements with the steel companies, the GOB agreed to assume the interest costs in exchange for the companies’ promises of conditional future is-suances to the GOB of “obligations convertibles participantes et conditionnelles” (OCPCs), or “conditional and convertible participating bonds.” In this way, the GOB assumed the interest costs of Cockerill, Sid-mar, and Clabecq for the five-year period from 1979 through 1983. Id. OCPCs are called conditional because “certain conditions had to be met before the bonds could be issued.” (Conf.R. 39 at 11.) Additionally, the instruments are named convertible because the bonds contained “a provision allowing for their eventual conversion to ordinary shares.” (Id.) In 1985, Cockerill and Clabecq agreed, and Sidmar conditionally agreed to convert the OCPCs into securities known as parts bénéfi-ciaries. Final Determination, 58 Fed.Reg. at 37,277. Parts bénéfíciaries, or “benefactor shares,” generally describe shares “given in remuneration of persons who made contributions or did consulting for a company prior to its establishment.” (Confid.R. 39 at 13.) Commerce considered OCPCs and parts bénéfíciaries to be “hybrid securities” because they are “securities/instruments which appear to be neither debt nor equity (nor grants, since the funds are not given outright).” General Issues Appendix, 58 Fed.Reg. at 37,254. After reviewing several techniques to classify such hybrid financial instruments, Commerce decided upon the following approach: We have distinguished grants from both debt and equity by defining grants as funds provided without expectation of a: (1) Repayment of the grant amount, (2) payment of any kind stemming directly from the receipt of the grant (including interest or claims on profits of the firm (i.e., dividends) with the exception of offsets as defined in the Proposed Regulations § 355.46), or (3) claim on any funds in case of company liquidation. ... To classify a hybrid instrument as either debt or equity, we have applied the following hierarchy which in the Department’s view establishes whether an instrument has the qualities of debt or equity: (1) Expiration/Maturity Date/Repayment Obligation, (2) Guaranteed Interest or Dividends, (3) Ownership Rights, and (4) Seniority. For each hybrid instrument, we considered the four sets of criteria in order. Once a characteristic is clearly indicative of debt or equity, we will stop our analysis and categorize the hybrid as debt or equity. Id. In the Final Determination, Commerce applied its new methodology and determined the OCPCs constituted debt. Final Determination, 58 Fed.Reg. at 37,277 (citing General Issues Appendix, 58 Fed.Reg. at 37,254-55). Commerce also applied its methodology to the parts bénéfíciaries issued by Cockerill, Sidmar, and Clabecq, and determined the instruments constituted equity. General Issues Appendix, 58 Fed.Reg. at 37,255. Because Commerce reached this conclusion using business proprietary information, the agency referred to a memorandum on file for an explanation of its reasoning. In that document, Commerce first distinguished parts bénéfíciaries from grants and found parts bénéficiaries should not be classified as grants because “[Redacted].” (Confid.R. 52 at 1.) Turning to the debt-equity classification and its first criterion, the “expiration/maturity date/repayment obligation,” Commerce concluded “Clabecq’s and Sid-mar’s [parts bénéficiaries] ... constitute equity” as they “[Redacted]” (Id. at 2.) Although it was unnecessary under its new methodology, Commerce also considered the second criterion, “guaranteed interest or dividends,” and determined the parts bénéficia-ries “[Redacted]” thus supporting its determination that parts bénéficiaries constituted equity. (Id.) After determining OCPCs constituted debt and parts bénéficiaries comprised equity, Commerce found the conversion of OCPCs into parts bénéficiaries amounted to a conversion of debt to equity. Final Determination, 58 Fed.Reg. at 37,277. Because this assumption of interest costs in return for parts bénéficiaries was limited to a specific enterprise or industry, or group of enterprises or industries, Commerce determined the GOB’s conversion of OCPCs to parts bénéfi-ciaries was countervailable. Id. B. Measuring the Benefits from the OCPCs-to-Parts Bénéficiaries Conversions To measure the countervailable benefits, if any, from government infusions of equity, Commerce used the market-determined prices of equity as a benchmark. General Issues Appendix, 58 Fed.Reg. at 37,250-51. In determining the benchmark, Commerce distinguished between the primary market and the secondary market. (Def.’s Mem. in Opp’n to Respective Mots, of Domestic Producers and Fabfer for J.Upon Agency R. (Def.’s Br.) at 62.) If the market-determined price for equity purchased directly from the firm, that is, in the primary market, was less than the price paid by the government for the same form of equity purchased directly from the firm, the premium conferred a countervailable benefit to the firm. See 54 Fed.Reg. 23,366, 23,381 (Dep’t Comm.1989) (to be codified at 19 C.F.R. § 355.44(e)(1)(i)) (proposed May 31, 1989) (Proposed Regulations ). If there was no market-determined price in the primary market, Commerce looked to the price of equity in the secondary market as a benchmark. General Issues Appendix, 58 Fed.Reg. at 37,250. Commerce compared the price paid by the government to the prevailing market price and countervailed the premium, if any, paid by the government for its shares. Id. at 37,251. Finally, if there was no market-determined price for the company’s shares, that is, if a company’s stock was not publicly traded, Commerce would resort to its equityworthiness test or inquiry. Id. Under this approach, if a company is unequityworthy Commerce will find that a government infusion of equity confers a countervailable benefit. See Proposed Regulations, 54 Fed.Reg. at 23,381 (to be codified at 19 C.F.R. § 355.44(e)(1)). To measure the countervailable benefits from Sidmar’s OCPCs-to-parts bénéficiaries conversion, Commerce verified that Sidmar’s stock was not publicly traded. Because Sid-mar had no market-determined price, Commerce turned to its equityworthiness test to determine if the conversion was countervaila-ble. (See Def.’s Br. at 98 (citing Proposed Regulations, 54 Fed.Reg. at 23,381 (to be codified at 19 C.F.R. § 355.44(e)(1))).) Commerce did not initiate an equityworthiness investigation of Sidmar, however, because the agency found the petition did not contain sufficient evidence to support an allegation of unequityworthiness. Final Determination, 58 Fed.Reg. at 37,275. The agency thus determined “the GOB’s conversion of its debt to equity does not provide a countervailable benefit to [Sidmar].” Id. at 37,277. In measuring the benefits from the OCPCs-to-parts bénéficiaries conversions by Cockerill and Clabecq, Commerce verified that although parts bénéficiaries may in some cases be purchased, the parts bénéficia-ries issued by Cockerill and Clabecq “are not publicly-traded on the Belgian stock exchange.” (Confid.R. 41 at 41.) Commerce determined, however, that the common shares of Cockerill and Clabecq were being traded and thus, Commerce elected to use the price at which the common shares were traded to provide a market benchmark against which to measure the benefit from the GOB’s purchase of parts bénéficiaries. (Def.’s Br. at 82.) In effect, “Commerce was forced to compare the GOB’s purchase price for [parts bénéficiaries] with the next most similar publicly traded equity instrument issued by Cockerill and Clabecq — common shares.” (Id.) Finding “the GOB paid considerably more for its shares than the market price at that time,” Commerce deemed the GOB’s acquisition of parts bénéficiaries on terms inconsistent with commercial considerations. Final Determination, 58 Fed.Reg. at 37,277. To measure the benefit, Commerce calculated the premium paid by the GOB as the difference between the price paid by the government for the parts bénéfi-ciaries and the market price of the common shares. Id. Commerce found the resulting benefits to be nonrecurring and allocated the benefit to 1991. Id. C. Contentions of the Parties 1. Domestic Producers a. Classifying OCPCs and Parts Bénéficiaries Domestic Producers claim parts bénéficia-ries have more in common with grants than equity instruments, and thus object to Commerce’s finding that parts bénéficiaries constitute equity securities. Parts bénéficiaries, Domestic Producers argue, have all of the disadvantages of both debt and equity, and none of the advantages of either. Like debt, they have a ceiling on the amount of return they can earn for the investor.... Also like debt, they convey no voting rights, and there is no potential for capital appreciation. Like equity, they carry no guaranteed return and no protection against the loss of capital. Worse than either debt or equity, “parts bénéfi-ciaries” entitle their holder to payment, on liquidation of the company, only after creditors, preferred shareholders, and even after payments to the common shareholders. (Mem. in Support of Domestic Producers’ 56.2 Mot. for J.Upon Agency R. (Domestic Producers’ Br.) at 14-15.) The parts bénéfi-ciaries acquired by the GOB, Domestic Producers argue, “do not entitle their holder to any meaningful claim on the profits of the firm,” (Domestic Producers’ Reply Mem. (Domestic Producers’ Reply Br.) at 3 (footnote omitted)), because the terms of parts bénéficiaries “make it highly unlikely that a holder of [parts bénéficiaries] would ever realize any return on the investment,” (id. at 3 n. 3 (citation omitted)). Domestic Producers also point out both Sidmar and the GOB apparently chose to classify parts bénéfícia-ries as grants as evidenced by their responses to Commerce’s questionnaires. If Commerce’s finding that parts bénéficia-ries constitute equity is sustained, Domestic Producers assert, “it will open an enormous loophole in U.S., countervailing duty law.” (Domestic Producers’ Br. at 24.) Domestic Producers predict a company will be able to avoid the imposition of countervailing duties simply by giving the government, in return for the provision of funds, a right to receive repayment of those funds if and when the company liquidates. (Id.) b. Measuring the Benefits from the OCPCs-to-Parts Bénéfíeiaries Conversions First, Domestic Producers argue the OCPCs-to-parts bénéfíeiaries conversions were inconsistent with commercial considerations because no rational private investor would have traded OCPCs for parts bénéfi-ciaries, given the inferior characteristics of parts bénéfíeiaries and their much lower potential for return. (Domestic Producers’ Reply Br. at 2 (footnote omitted).) Domestic Producers summarize their argument that the conversions were “clearly inconsistent with commercial considerations”: The O.C.P.C.S were repayable on a date certain, bore interest and, under certain circumstances, entitled the holder to a five percent dividend. No reasonable investor would have exchanged such securities for securities that were required to be repaid only upon liquidation, did not bear interest and carried the remote possibility of only a very small dividend. (Domestic Producers’ Br. at 16 (footnote omitted).) Thus, the conversion of OCPCs to parts bénéfíeiaries “must be countervailed,” Domestic Producers charge, “whether or not the transaction fits neatly into the Department’s existing methodology and whether or not the ‘parts bénéfíeiaries’ are determined to be grants, debt or equity.” (Id. at 17.) Second, Domestic Producers contend that Commerce’s use of the secondary market price of Cockerill’s and Clabecq’s common stock was an unreasonable benchmark for measuring the countervailable benefit from the OCPCs-to-parts bénéfíeiaries conversions. (Id. at 49; see also Domestic Producers’ Reply Br. at 19-21.) Domestic Producers assert the Proposed Regulations provide for the use of a market-determined benchmark price “only where there is a contemporaneous purchase of ‘the same form of equity purchased directly from the firm.’ ” (Domestic Producers’ Br. at 49 (footnote omitted).) Because parts bénéfíciaries are clearly inferior to common shares and have significantly different terms, Domestic Producers maintain, it was unreasonable for Commerce to compare the secondary market price of common shares to the price the GOB paid for the parts bénéficiaries. (Id. at 20, 50.) Domestic Producers maintain they have set forth “overwhelming proof’ that the benchmark used by Commerce to measure the benefits from the conversions are distorted and deficient, and therefore the use of such a benchmark is in error. (Domestic Producers’ Reply Br. at 23-24.) Because there is no proper market-determined price for the parts bénéficiaries, Domestic Producers insist Commerce should have employed its equityworthiness test. (Domestic Producers’ Br. at 51.) In this way, Domestic Producers argue, Commerce should countervail the entire infusions as grants if the issuers are found to be unequityworthy. (Id.) Finally, Domestic Producers take issue with what they label Commerce’s discriminatory treatment of Sidmar on one hand, and Cockerill and Clabecq on the other, in determining whether the OCPCs-to-parts bénéfi-ciaries conversions provided countervailable benefits. (Id. at 20.) Domestic Producers claim Commerce made a false distinction between failing to initiate an equityworthiness investigation, as in the case of Sidmar, and failing to make an equityworthiness determination in the case of Cockerill and Clabecq. (Id. at 21-22.) Moreover, “[rjegardless of whether a company is equityworthy,” Domestic Producers suggest, “when a government trades one class of securities in that company for a different class with significantly inferior characteristics, a countervailable subsidy has been provided.” (Id. at 21.) Domestic Producers argue the recent CIT decision of Aimcor, Alabama Silicon, Inc. v. United States, 18 CIT -, 871 F.Supp. 447 (1994), supports their argument that Commerce may not rely solely on the equityworthiness of the recipient in determining whether countervail-able benefits have been bestowed. (See Tr. at 98, 104-05.) 2. Commerce a. Classifying OCPCs. and Parts Bénéficiaries Commerce responds its determination that parts bénéficiaries are equity and not debt is supported by substantial evidence on the record and is in accordance with law. (Def.’s Br. at 51.) After discussing the basis for Commerce’s new methodology of classifying hybrid instruments and its application to parts bénéficiaries in this case, Commerce contends it “has discretion to evaluate the facts on the record and to decide which are the most informative as to the nature of [parts bénéficiaries].” (Id. at 59 (citation omitted).) Commerce dismisses Domestic Producers’ claims to the contrary and contends, “[arguments by [Domestic Producers] to the effect that [parts bénéficiaries] have more in common with debt and are in fact contingent liability interest-free loans, simply confirm the hybrid nature of [parts bénéficia-ries] and invite the Court to second-guess the Department.” (Id. at 60.) Commerce argues that several aspects of parts bénéficiaries suggest they should be treated as equity instruments: (i) [Redacted]; (ii) holders are entitled to a one percent subordinated dividend, which may be paid only after payment of a two percent dividend to holders of preferred shares and a seven percent dividend paid on common shares; (iii) after dividends, holders are entitled to share the remaining profit balance with common shareholders, provided that the yield on the [parts béné-ficiaries] can never be higher than the yield on the common shares; and, (iv) in the event of liquidation, holders would be paid, if at all, after the preferred and common shareholders. (Id. at 54-55 (footnotes omitted).) While recognizing that parts bénéficiaries also have attributes of debt, (see id. at 55), Commerce contends the application of the agency’s hierarchical methodology reveals parts bénéficia-ries “have characteristics more in line with equity than loans,” (id. at 59). Commerce also rejects Domestic Producers argument that the conversion of OCPCs to parts béné-ficiaries constituted the forgiveness of debt, because, Commerce argues, Domestic Producers have confused the issue of how Commerce should quantify the benefit from the conversions with the issue of whether parts bénéficiaries are debt or equity. (Id. at 60.) b. Measuring the Benefits from the OCPCs-to-Parts Bénéficiaries Conversions Commerce contends it acted in accordance with law when it measured the countervaila-ble benefits accruing to Clabecq and Cocke-rill by comparing the price paid by the GOB for the equity to the share price of publicly traded common shares. (Id.) The agency maintains market-determined benchmarks provide the best means of determining whether equity infusions confer a subsidy. (Id. at 61.) Commerce asserts its equitywor-thiness test, which Domestic Producers contend should have been employed here, is a second-best solution the agency turns to only when market benchmarks are unavailable. (Id. at 63.) The agency prefers using market-determined benchmarks over the equity-worthiness test, Commerce argues, because “[t]he publicly traded price, we believe, is a much more accurate indicator of the company’s future earnings potential and worth than any hypothetical measurement which we could devise. It is a much more reliable and accurate gauge as to whether, and if so, to what extent, government equity infusions are inconsistent with commercial considerations.” (Id. at 65 (quoting Subsidies Appendix, 49 Fed.Reg. at 18,023).) The equityworthiness inquiry, Commerce explains, is but a “reasonable surrogate for the ultimate arbiter of economic valuation — the marketplace. If there existed a reasonably accurate and administratively feasible method to calculate proxy stock market prices when no such prices exist, Commerce would use such a method instead of an equityworthiness test.” (Id. at 70-71 (footnote omitted).) Commerce rejects Domestic Producers’ contention that an equityworthiness determination was required in this ease and maintains the Domestic Producers’ argument misconstrues the Proposed Regulations and “attempts to narrow the choice of appropriate equity benchmarks to the point where a comparison to a market price for equity would rarely, if ever, be possible.” (Id. at 66.) Commerce agrees with Domestic Producers that the agency’s Proposed Regulations state that Commerce will, whenever possible, compare identical instruments when comparing market-determined prices. (Id. at 82 (quoting Proposed Regulations, 54 Fed.Reg. at 23,371 (preamble to regulation to be codified at 19 C.F.R. § 355.44(e)) (“[A]n equity infusion confers a eountervailable benefit when the market-determined price for equity .■.. is less than the price paid by the foreign government for the same form of equity-”)).) Here, however, Commerce claims it verified that these companies’ [parts bénéficiaries] are not publicly traded. Thus, Commerce was forced to compare the GOB’s purchase price for [parts bénéficiaries] with the next most similar publicly traded equity instrument issued by Coekerill and Clabecq— common shares. In the present ease, private investors were purchasing equity in Coekerill and Clabecq. The price at which the common shares were traded provides a market-determined benchmark against which Commerce could measure the benefit from the GOB’s purchase of [parts bénéficia-ries]. (Id.) Commerce concludes it properly countervailed the conversion of Clabecq’s and Cockerill’s OCPCs to parts bénéfíciaries to the extent of any premium paid by the GOB for the parts bénéfíciaries. (Id. at 83.) Commerce counters Domestic Producers’ argument alleging discriminatory treatment of Sidmar vis-á-vis Cockerill and Clabeeq by pointing out first that “Cockerill and Clabeeq had publicly traded shares. These shares provided Commerce with the benchmark it needed to value their [parts bénéfíciaries], Sidmar’s shares, on the other hand, are not publicly traded.” (Id. at 100.) Second, Commerce responds the only way Commerce could have countervailed Sidmar’s debt-to-equity conversion would have been if Commerce had determined Sidmar was unequity worthy during the year of infusion. (Id.) Because Domestic Producers did not “establish the factual predicate for questionning [sic] Sidmar’s equityworthiness,” Commerce contends it had a rational basis for distinguishing between the different companies. (Id. at 101.) 3. Foreign Producers Clabeeq rejects Domestic Producers’ contentions and argues Commerce properly determined parts bénéfíciaries constitute equity securities and properly analyzed the OCPCs-to-parts bénéfíciaries conversions. (See Resp.Br. of Clabeeq in Opp’n to Pis.’ Mot. for J. on Agency R. Regarding Certain Country-Specific Issues (Clabecq’s Br.) at 12-13.) Sidmar argues there is substantial evidence to support Commerce’s finding parts bénéfí-eiaries to be equity and not debt, and Domestic Producers’ arguments to the contrary “would require the Court to substitute its own judgment for that of the Department.” (Def.-Intervenors Sidmar and TradeARBED Resp.Br. in Opp’n to Pl.’s Mot. for J.Upon Agency R. (Sidmar’s Br.) at 14.) Sidmar also contends Commerce’s finding that the conversion of OCPCs-to-parts béné-fieiaries was consistent with commercial considerations and therefore not countervailable is also based on substantial evidence and is otherwise in accordance with law. (Id. at 18.) Sidmar rejects Domestic Producers’ argument that parts bénéfíciaries are worthless and thus have “ ‘significantly inferior’ characteristics” compared to OCPCs. (Id. at 21.) Commerce has verified, Sidmar asserts, that parts bénéfieiaries are bought and sold in Belgian commercial markets in some cases. (Id. (citation omitted).) Finally, Sidmar rejects Domestic Producers’ complaint that Commerce should not have reached different results for Cockerill and Clabeeq than it did for Sidmar. (Id.) This outcome is explained in part, Sidmar argues, because “[b]oth Cockerill and Cla-becq have publicly traded stock that can be used as a benchmark to evaluate whether an equity infusion confers a countervailable benefit. Sidmar does not.” (Id. at 22.) Thus, there was no need to invoke the equitywor-thiness inquiry in the case of Cockerill and Clabeeq, because under Commerce’s methodology, Commerce simply “determine[d] whether or not the government paid ‘too much’ for its equity based on publicly traded market prices prevailing at the time.” (Id. at 24.) In the ease of Sidmar, Sidmar alleges, Commerce determined three times that no evidence indicated Sidmar was unequitywor-thy. (Id. at 23 (footnote and citations omitted).) Thus, given that a reasonable investor could expect a reasonable rate of return in Sidmar shares, Sidmar claims Commerce correctly determined that the conversion from OCPCs to parts bénéficiaries did not confer a countervailable benefit. (Id. at 23-24 (footnote omitted).) As defendant-intervenor, Fabfer supports Domestic Producers’ contention that Commerce erred in determining that parts béné-ficiaries constitute equity. (Resp. to Pls.’ Mot.Under R. 56.2 for Summ.J. on the Administrative R. (Fabfer’s Resp.Br.) at 1-2.) Fabfer contends Commerce should be directed to countervail the benefits from the OCPCs-to-parts bénéficiaries conversions as amortizable grants in the principal amounts of the debts forgiven. (Id. at 2.) Additionally, Fabfer agrees with Domestic Producers’ position that Commerce erred in using the secondary market price of common shares as a benchmark for the value of parts bénéficia-ries and preferred shares. (Id. at 4.) Commerce’s action, Fabfer argues, is contrary to the requirement in the Proposed Regulations that a secondary market price may be used as a benchmark only where there is a contemporaneous purchase of “ ‘the same form of equity purchased directly from the firm.’ ” (Id. (quoting Proposed Regulations, 54 Fed.Reg. at 28,381 (to be codified at 19 C.F.R. § 355.44(e)(1)(i))).) Because Commerce failed to provide any justification for using the market price of one form of equity as a benchmark for another, Fabfer concludes, Commerce’s determination cannot be upheld. (Id.). D. Discussion 1. Classifying OCPCs and Parts Bénéficiaries The definition of the term “subsidy” in the countervailing duty (CVD) statute is necessarily broad as Congress could not possibly contemplate and describe all those transactions that could give rise to a countervailable subsidy. See 19 U.S.C. § 1677(5)(A) (1988) (defining “subsidy” for purposes of CVD statute). Therefore, Commerce has erected numerous methodologies to enable the agency to evaluate transactions in light of the directives outlined in the statute. One such methodology is Commerce’s new methodology employing a hierarchical set of criteria to classify hybrid securities as grants, debt, or equity. To distinguish between debt and equity, the methodology calls for an examination of four characteristics hybrid securities may possess: “(1) Expiration/Maturity Date/Repayment Obligation, (2) Guaranteed Interest or Dividends, (3) Ownership Rights, and (4) Seniority.” General Issues Appendix, 58 Fed.Reg. at 37,254. Commerce chose this methodology after considering and rejecting several other options. See id. (“We examined several options for addressing these issues (for a complete discussion of those options, see Mem. from Staff to Joseph A. Spetrini, dated June 21, 1993)_”). In adopting this hierarchical approach, Commerce explained in detail how it would consider each criterion as it applied to a hybrid security: Loans typically have a specified date on which the last remaining payments will be made and the obligation of the company to the creditor is fulfilled. Even if the instrument has no pre-set repayment date, but a repayment obligation exists when the instrument is provided, the instrument has characteristics more in line with loans than equity. Equity, on the other hand, has no expiration date. The rights to ownership theoretically extend to infinity. If after applying the first set of criteria, we are unable to establish whether the hybrid instrument is debt or equity, we will turn to the second set of criteria. Debt instruments guarantee the creditor a certain payment (i.e., the firm is obligated to pay). The rate may be fixed or variable but the requirement for, or schedule of, payments is pre-determined. Any interruption in payment results in a default on the loan by the company. Equity on the other hand, has no guaranteed return. Companies are not required to issue a dividend to their stockholders. There is no counterpart to default for failure to pay a dividend on equity by the company. The next set of criteria in the hierarchy is ownership rights. Equity, unlike debt, confers ownership rights. (See Principles of Corporate Finance, by Richard A. Brea-ley and Stewart C. Meyers (McGraw-Hill, Inc., 1988, page 305) which states that stockholders have ultimate control, through voting rights, on the company’s affairs). Stockholders also have a claim on the profits of the firm, manifested in the form of dividends or capital appreciation. Finally, the last set of criteria in the hierarchy, seniority, refers to the order of reimbursement in case a company liquidates. The order of payment of funds from liquidated assets are as follows: taxes and administrative expenses, wages, creditors (secured, priority, and unsecured), and, lastly, shareholders. Id. at 743. Following the hierarchy outlined above, if an instrument has an expiration/maturity date or a clear repayment obligation, it will be treated as a loan. The remaining three characteristics of criteria in the hierarchy should be used to classify the instrument if the first set of criteria fails to provide a clear indication of the proper classification. A guaranteed payment, whether interest or dividend, is more characteristic of debt than equity and can be an important element in calculating the subsidy. Ownership rights are considered more important than seniority in this hierarchy because they are definite characteristics of equity whereas seniority exists in a continuum. In this continuum, creditors come before owners but there is no definite line of distinction as to where one begins and the other ends. In addition, unlike ownership rights where potential profit sharing could affect subsidy calculations, seniority plays no quantitative role in determining countervailable benefits. Seniority matters only when the company is liquidated, whereas ownership rights are significant throughout the life of the company. Seniority does, however, play a qualitative role in discerning debt from equity which is why it is included in the hierarchy. Id. Because the CVD statute does not speak directly to the precise question of how to examine hybrid securities, the question for the Court is whether the agency’s answer is based on a permissible construction of the statute. See Chevron, U.S.A., Inc. v. Natural Resources Defense Council, Inc., 467 U.S. 837, 842-43, 104 S.Ct. 2778, 2781-82, 81 L.Ed.2d 694 (1984) (footnote omitted), quoted in Texas Crushed Stone Co. v. United States, 12 Fed.Cir. (T) -, -, 35 F.3d 1535, 1540 (1994). Commerce may not, however, “contravene or ignore the intent of the legislature or the guiding purpose of the statute.” Ceramica Regiomontana, 10 CIT at 405, 636 F.Supp. at 966 (citations omitted). Given the broad definition of a “bounty or grant” in the statute, Congress has delegated to Commerce as the administering agency the authority to carve out the specific methods to apply in identifying a bounty or grant. There is no requirement that the methodology adopted by Commerce be the most comprehensive or the most exact — it need only be reasonable and in accord with legislative intent. See U.H.F.C. Co. v. United States, 9 Fed.Cir. (T) 1, 10, 916 F.2d 689, 698 (1990) (“It is well settled that an agency’s interpretation of the statute it has been entrusted by Congress to administer is to be upheld unless it is unreasonable.”) (citations omitted). Commerce’s analysis as explained above sets forth a reasonable method of identifying and classifying those bounties or grants that take the form of hybrid securities. Furthermore, it is consonant with the intent of Congress to afford Commerce wide latitude in defining a bounty or grant. See PPG Indus., Inc. v. United States, 9 Fed.Cir. (T) 71, 74, 928 F.2d 1568, 1572 (1991). Accordingly, the Court holds Commerce’s hierarchical method of classifying hybrid securities to determine whether such securities are grants, debt, or equity under the CVD statute is based on a permissible construction of the statute and is in accord with congressional intent. As explained above in section one, part I.A, Commerce moved the parts bénéficiaries through the hierarchical set of criteria and deemed the instruments to be equity. The agency considered the characteristics of parts bénéfieiaries in light of the first criterion, the “expiration/maturity date/repayment obligation,” and found this criterion militated in favor of classifying the parts bénéfieiaries as equity. (See Confid.R. 52 at 2 (cited in General Issues Appendix, 58 Fed.Reg. at 37,255).) Although it was not necessary under the methodology, Commerce stated in an internal memorandum that it examined the “guaranteed interest or dividends” criterion and found business proprietary evidence relevant to this factor supported the agency’s determination that parts bénéfieiaries constituted equity instruments. (See id.) The Court is unpersuaded by Domestic Producers’ and Fabfer’s attempt to discredit Commerce’s determination that parts bénéfieiaries constituted equity because parts bénéfieiaries did not have all the characteristics generally associated with equity shares. This argument proves little because it is plain parts bénéfieiaries did not possess all the characteristics of equity otherwise they would not have been called hybrid securities and there would have been no need for Commerce to design a methodology to determine whether they were grants, debt, or equity. More important, Commerce applied the hierarchical criteria to parts bénéfieiaries by considering evidence on the record. The Court finds no reason to second-guess the expertise of Commerce even if the Court were to disagree, which it does not, with Commerce’s conclusion. Domestic Producers and Fabfer do little more than recite other evidence on the record they argue militates against the determination reached by Commerce. This Court will not overturn Commerce’s determination merely because Domestic Producers and Fabfer produce evidence supporting their arguments and opposing the determination reached by Commerce. See Consolo v. Federal Maritime Comm’n, 383 U.S. 607, 620, 86 S.Ct. 1018, 1026, 16 L.Ed.2d 131 (1966) (“[T]he possibility of drawing two inconsistent conclusions from the evidence does not prevent an administrative agency’s finding from being supported by substantial evidence.”) (citations omitted); Tehnoimportexport v. United States, 15 CIT 250, 253, 766 F.Supp. 1169, 1173 (1991) (explaining “Commerce’s determination will not be overturned merely because the plaintiff is able to produce evidence ... in support of its own contentions and in opposition to the evidence supporting the agency’s determination.”) (citation and internal quotations omitted). The Court holds Commerce’s use of the hierarchical method of examining hybrid securities to find parts bénéfieiaries constituted equity is based on substantial evidence and is otherwise in accordance with law. 2. Measuring the Benefits from the OCPCs-to-Parts Bénéfieiaries Conversions Domestic Producers’ and Fabfer’s claim that Commerce improperly used secondary market prices to calculate the benefit from the equity infusions occasioned by Coekerill’s and Clabecq’s parts bénéfíciaries conversions is equally misguided. The first issue here is whether it was proper for Commerce to use the “next most similar publicly traded equity instrument” as a benchmark when the agency’s Proposed, Regulations call for an examination of the “same form of equity.” See Proposed Regulations, 54 Fed.Reg. at 23,381 (to be codified at 19 C.F.R. § 355.44(e)(1)(i)). The second issue is whether Commerce’s examination of both the primary and secondary markets for a benchmark was proper given that the Proposed Regulations explicitly mention only the primary market. The Court finds Commerce’s application of its Proposed Regulations was proper in both instances. a. Use of the “Next Most Similar Publicly Traded Equity Instrument” as a Benchmark The Court agrees with Commerce that at its core, the Proposed Regulations express a preference for a market-determined benchmark before permitting the agency to turn to its equityworthiness inquiry. See, e.g., Proposed Regulations, 54 Fed.Reg. at 23,381 (to be codified at 19 C.F.R. § 355.44(e)(1)(ii)) (directing Commerce to invoke its equityworthiness inquiry when there “is no market-determined price”). The preamble to the Proposed Regulations cites the Subsidies Appendix in its discussion of Commerce’s existing practice of determining when a government provision of equity confers a countervailable benefit. Id. at 23,371. In the Subsidies Appendix, Commerce explained “[i]f the government buys shares directly from the company ... and similar shares are traded in a market, a subsidy arise [sic] if the government pays more than the prevailing market price.” Subsidies Appendix, 49 Fed.Reg. at 18,020 (emphasis added). Thus, it is consistent with the tenor of the Proposed Regulations for Commerce to turn to the “next most similar publicly traded equity instrument” as a benchmark when the “same form of equity” does not exist. The Court finds Commerce’s interpretation of the Proposed Regulations in this instance is based on substantial evidence and is otherwise in accordance with law. Because Cockerill and Clabecq’s parts bén-éficiaries were not publicly traded, Commerce selected the companies’ common share prices as the benchmark because the common shares were “the next most similar publicly traded equity instrument issued by Cockerill and Clabecq.” (Def.’s Br. at 82.) Commerce has not, however, invited the Court’s attention to any record evidence showing that the common shares were the “next most similar publicly traded equity instrument” after the parts bénéfíciaries. Commerce’s failure to do so is all the more glaring given that Commerce did perform such an analysis when it compared Clabecq’s common shares and preference shares in deriving a market benchmark to measure the benefits from Clabecq’s debt-to-preference shares conversion. Accordingly, the Court remands the Final Determination as amended to Commerce to permit the agency to explain the basis upon which it determined Cockerill’s and Clabecq’s common shares were “next most similar publicly traded equity instrument” after the parts bénéfíciaries and to indicate the record evidence the agency relied upon in reaching its determination. b. Use of a Secondary Market Price to Derive a Market Benchmark When No Primary Market Price Exists The Court finds Commerce’s examination of secondary market price in its search for a market benchmark under the Proposed Regulations when no primary market price existed was proper. First, a close reading of the Proposed Regulations demonstrates they do not foreclose the use of secondary market prices as a benchmark, as Domestic Producers argue. Second, in the General Issues Appendix, Commerce explained its preference for secondary market prices over the agency’s equityworthiness test. See General Issues Appendix, 58 Fed.Reg. at 37,251. The agency’s reasoning that market prices of publicly traded instruments are a “much more accurate indicator of [a] company’s future earnings potential and worth than any hypothetical measurement which [Commerce] could devise,” see Subsidies Appendix, 49 Fed.Reg. at 18,023, is well within the discretion of the agency to adopt. In its expertise, Commerce regards the comparison of the price paid for equity to the secondary market price as a “reliable and accurate gauge as to whether ... government equity infusions are inconsistent with commercial considerations.” See id. If the marketplace is the “ultimate arbiter of economic valuation,” certainly a plausible if not irrefutable position, Commerce’s preference to look to market-determined prices before resorting to its equityworthiness inquiry, which it calls a reasonable surrogate for valuation, is a proper exercise of Commerce’s discretion. The Court holds Commerce’s use of secondary market price to derive a market benchmark when no primary market price exists for measuring subsidy benefits is based on substantial evidence and is otherwise in accordance with law. c. Application of the Equityworthiness Test As explained above, if the primary and secondary markets do not yield a reliable benchmark, Commerce turns to its equity-worthiness test. If a company is found unequityworthy under Commerce’s methodology, the equity infusion is treated as a grant and countervailed accordingly. See British Steel pic, 19 CIT at -, 879 F.Supp. at 1309-10 (upholding Commerce’s grant methodology, which treats equity infusions into unequity-worthy companies countervailable as grants). In this case, Domestic Producers contest Commerce’s decision not to countervail Sid-mar’s conversion of parts bénéficiaries simply because, Domestic Producers argue, Commerce did not make an equityworthiness determination as to Sidmar. In the Final Determination, Commerce stated it did not initiate an equityworthiness investigation with respect to Sidmar and “[therefore, we have determined that the GOB’s conversion of its debt [OCPCs] to equity [parts bénéficiaries] does not provide a countervailable benefit to that company.” Final Determination, 58 Fed.Reg. at 37,277. There is little in the record to support Commerce’s decision not to countervail Sidmar’s parts bénéficiaries conversion other than an internal memorandum stating that Commerce “found no reason to believe or suspect that Sidmar was unequityworthy and, so, no basis to conclude that the equity infusion was made on terms inconsistent with commercial considerations.” (Pub.R. 62 at 1.) “According to Commerce’s traditional methodology, where a company’s stock is not publicly traded, a government’s infusion of equity will only confer a countervailable benefit if the company is not equityworthy.” (Def.’s Br. at 98 (citing Proposed Regulations, 58 Fed.Reg. at 23,381 (to be codified at 19 C.F.R. § 355.44(e)(1))).) It appears then, Commerce has adopted the position that once it determines a company without a market benchmark is equityworthy, equity infusions to that company are consistent with commercial considerations and not countervailable. The Court finds this limited analysis is not in accord with Commerce’s statutory mandate to countervail a bounty or grant or “[t]he provision of capital ... on terms inconsistent with commercial considerations.” See 19 U.S.C. § 1677(5)(A)(ii)(I). That is, there is insufficient evidence on the record demonstrating that Commerce analyzed the conversion of Sidmar’s OCPCs to parts bénéficia-ries to determine if the conversion was on terms inconsistent with commercial considerations. Instead, Commerce simply appears to have concluded that because it found no reason to suspect that Sidmar was unequity-worthy, it did not need to examine whether the equity infusions via the parts bénéficia-ries conversions were countervailable as “[t]he provision of capital ... on terms inconsistent with commercial considerations.” As aptly stated by the Court in a recent case wherein Commerce applied this same practice, where a company is equity-worthy, as here, it does not necessarily follow that the purchase of stock from that company will be consistent with commercial considerations. Commerce appears to establish a blanket rule that the stock issued by an equity-worthy company would be equity-worthy as well. The court does not agree.... ... This court cannot, consistent with the intent of Congress, permit Commerce to base its decision in this matter solely upon the equity worthiness of the issuing company. Congressional intent, rather, dictated the imposition of countervailing duties to offset the provision of capital when made on terms inconsistent with commercial considerations. Amicor, 18 CIT at -, 871 F.Supp. at 454. This Court finds no fault with Commerce’s methodology of turning to its equityworthiness inquiry after determining a reliable benchmark in the primary or secondary market does not exist. Furthermore, as stated above, Commerce is on solid ground when its equityworthiness inquiry leads the agency to countervail as grants equity infusions made to unequityworthy companies. The shortcoming of Commerce’s methodology is Commerce’s failure to determine whether an equity infusion is “on terms inconsistent with commercial considerations” notwithstanding Commerce’s finding that the company is equityworthy. In light of the foregoing, this Court finds Commerce’s determination not to countervail Sidmar’s conversion of OCPCs to parts bénéficiaries is not based on substantial evidence and is not otherwise in accordance with law. Therefore, the Court remands the Final Determination as amended to Commerce for a determination whether Sidmar’s conversion of OCPCs to parts béné-ficiaries was on terms inconsistent with commercial considerations and to indicate the record evidence the agency relied upon in reaching its determination. II. Commerce’s Decision Not to Make Equityworthiness Determinations of Cockerill and Clabecq in Certain Years The next issue concerns Commerce’s decision not to initiate equityworthiness investigations of Cockerill for the years 1980 through 1988, and Clabecq for the years 1980 through 1989. In such an investigation, Commerce attempts to determine whether a company demonstrates the ability to generate a reasonable rate of return within a reasonable period of time. General Issues Appendix, 58 Fed.Reg. at 37,244 (citing Proposed Regulations). Using financial criteria described in the Proposed Regulations, Commerce examines whether the ability to generate such a return is evident “from the perspective of a reasonable private investor examining the firm at the time the government equity infusion was made.” Proposed Regulations, 54 Fed.Reg. at 23,381 (to be codified at 19 C.F.R. § 355.44(e)(2)). The equity worthiness test plays a key role in the agency’s grant methodology, which “treats equity infusions into unequityworthy companies as grants.” See General Issues Appendix, 58 Fed.Reg. at 37,241. As explained above in section one, part I.B, the equityworthiness test is used to measure the countervailable benefit only when a company receiving an equity infusion does not have a market-determined price or where such market benchmark is shown to be deficient, tainted, or distorted. See id. at 37,252. Commerce’s rationale is that “[a]s long as a company’s shares are being traded in the secondary market, we obviously cannot reach ... a conclusion [that no reasonable investor would have invested in the company]. Reasonable investors are investing in the company, albeit only at a certain price.” Id. In the Final Determination, Commerce found “Clabecq’s and Coekerill’s shares were publicly traded on Belgian markets.” Final Determination, 58 Fed.Reg. at 37,277. Thus, Commerce did not make an equityworthiness determination for Cockerill or Clabecq because “the market price [of their publicly traded shares] serve[d] as a benchmark price for the value of the shares.” Id. at 37,275. A. Contentions of the Parties 1. Domestic Producers Domestic Producers first claim Commerce erred in falling to investigate the equitywor-thiness of Cockerill and Clabecq despite substantial evidence on the record regarding the unequityworthiness of both. (Domestic Producers’ Br. at 32.) If the agency had done so and determined the companies were unequi-tyworthy, Domestic Producers argue, Commerce would have countervailed the infusions as grants. (Id. (citing General Issues Appendix, 58 Fed.Reg. at 37,239).) Moreover, Domestic Producers fault Commerce’s practice of proceeding to an equityworthiness determination only when there is no market-determined price for the company’s existing shares as based on faulty reasoning and inconsistent with Commerce’s own pronouncements on the meaning of equityworthiness. (Id. at 33 (citation omitted).) Second, Domestic Producers argue Commerce’s resort to an equityworthiness determination only when there is no market-determined price reflects a fundamental misunderstanding of the relevance of the secondary market to a company’s equity-worthiness. (Id. at 39.) Domestic Producers suggest that equityworthiness “relates to a company’s ability to attract new capital from reasonable private investors.... When investors buy a company’s existing stock on the secondary market from existing owners, they are not investing in the company.” (Id.) Commerce itself, Domestic Producers argue, has found that sales on the secondary market do not provide a benefit to the company whose stock is being traded. (Domestic Producers’ Reply Br. at 15 n. 36 (citing Certain Steel Products From Belgium, 47 Fed.Reg. 39,304, 39,319 (Dep’t Comm.1982) (final determ.) (1982 Final Determination) (“If the government buys previously issued shares on a market or directly from shareholders rather than from the company, there is no subsidy to the company.”)) (further citations omitted).) Furthermore, Domestic Producers suggest, Commerce’s use of the secondary market to measure the value of shares creates an enormous loophole in CVD law as a “government could pour unlimited amounts of capital into a company, regardless of its ability to produce a reasonable return on that capital.” (Domestic Producers’ Br. at 46.) In this way, a company could avoid countervailing duties “so long as [the government] received in return the number of shares which, when divided into the amount of the infusion, yielded the then prevailing secondary market price.” (Id.) Third, Domestic Producers contend Commerce’s position that the presence of a secondary market in a company’s shares is proof of the firm’s equityworthiness is contrary to Commerce’s prior recognition that firms with publicly traded shares can be unequitywor-thy. (Id. at 40.) Domestic Producers point to the 1982 Final Determination wherein Commerce considered the soundness of investments in Cockerill at a time when the company’s shares were publicly traded in the secondary market. (Id.) In that determination, Commerce declared, “ “we do not regard these Belgian steel companies [those that merged to create Cockerill] as representing sound commercial investments at the time the GOB acquired equity positions in them.’ ” (Id. (quoting 1982 Final Determination, 47 Fed.Reg. at 39,307).) Domestic Producers contend Commerce endorsed this finding in the current investigation. (Id. (citing Final Determination, 58 Fed.Reg. at 37,279).) Finally, Domestic Producers cite record evidence supporting their claim that Cockerill and Clabecq were unequityworthy in the years of the equity infusions. (See id. at 42-45.) 2. Commerce As discussed above in section one, part I.C.2.b, Commerce argues the equityworthiness test is a substitute for the market price benchmark and is only employed where no market price exists or where such benchmark is deficient, tainted, or distorted. (Def.’s Br. at 63 (citations omitted).) Commerce explains it prefers using a “market-determined price as a benchmark for measuring subsidies before substituting its own judgment in an equityworthiness determination.” (Id. at 65.) Because it has consistently preferred to use the share price in the secondary market before resorting to the equityworthiness test, Commerce argues, it found no reason to abandon its practice in this determination. (Id. at 63-64 (citing General Issues Appendix, 58 Fed.Reg. at 37,251).) Commerce is quick to point out, however, “there may be instances where the market might not operate optimally.” (Id. at 74.) If evidence of tainted, deficient, or distorted share prices is present, Commerce acknowledges it can reject the market benchmark as it has done in other investigations. (Id. at 73 (footnote omitted).) Commerce argues Domestic Producers’ attempt to show Cockerill and Clabecq were unequityworthy misses the point. The issue is not the equityworthiness of those firms, Commerce insists, but rather the reasonableness of Commerce’s long-standing policy of employing actual market prices before invoking the equityworthiness test. (Id. at 69.) Moreover, Commerce believes it is inappropriate for Domestic Producers to argue the merits of an equityworthiness determination as to Cockerill and Clabecq when such a determination was never considered or briefed in the administrative proceeding below. (Id. at 69 n. 143.) There is no danger, Commerce assures the Court, that the use of stock market prices creates a loophole in CVD law as argued by Domestic Producers. (Id. at 73.) Commerce rejects the scenario that a foreign government could pour unlimited capital into a company, and avoid creating a countervailable subsidy by dividing the infusion amount by the prevailing market price to yield an appropriate number of shares purchased. (Id.) In such a case, Commerce suggests, the market would respond to this dilution of equity by devaluing share prices. Furthermore, if the agency had substantial evidence of inflated share prices, Commerce reasons, it would adjust share prices accordingly. (Id. (citing General Issues Appendix, 58 Fed.Reg. at 37,252-53).) Finally, Commerce concedes it erred in the Final Determination by mischaracterizing the 1982 Final Determination as having made the determination that Cockerill was unequityworthy. (Id. at 75 n. 160 (citing Final Determination, 58 Fed.Reg. at 37,-279).) In light of its lengthy explanation and justification for the use of market prices as benchmarks, and Commerce’s long-standing policy of preferring market-determined prices as benchmarks before resorting to the equityworthiness inquiry, however, Commerce argues Domestic Producers’ focus on this and other “harmless errors” is unavailing. (Id. at 76-77.) 3. Foreign Producers Clabecq argues Commerce properly refused to undertake an equityworthiness investigation of Clabecq because the company’s stock was publicly traded on the Belgian stock exchange. (Clabecq’s Br. at 3.) “[A] company whose shares are publicly traded is plainly ‘equityworthy,’ ” Clabecq argues, because “independent investors are willing to take equity ownership positions in the company.” (Id. at 4.) After discussing the Subsidies Appendix and Commerce’s Proposed Regulations, Clabecq concludes Commerce’s decision not to proceed with an equityworthiness determination in the ease of Clabecq was fully consistent with the agency’s longstanding policies and practices. (Id. at 5.) As defendant-intervenor, Fabfer supports Domestic Producers’ contention that Commerce erred in failing to make an equitywor-thiness determination with respect to Cocke-rill and Clabecq. (Fabfer’s Resp.Br. at 2.) Fabfer concedes that publicly traded shares presumptively establish a market-determined price for the company’s shares. (Id. at 2-3.) Fabfer cautions, however, this does not necessarily establish that the company’s financial condition is sound, or that the company would be able to produce a reasonable return on additional capital. (Id. at 3.) Given the financial evidence on the record, Fabfer argues, Commerce should have conducted equi-tyworthiness determinations for Cockerill and Clabecq despite the fact their shares were publicly traded. (Id.) B. Discussion Domestic Producers and Fabfer have simply raised another attack on Commerce’s use of secondary market prices as a benchmark to value subsidy benefits. In section one, part I.D.2.b supra, the Court upholds Commerce’s use of secondary market prices in lieu of the agency’s equitywor-thiness inquiry. The only issue here is whether Commerce properly chose not to make equityworthiness determinations as to Cockerill and Clabecq. The Court finds Commerce’s decision not to make such an equityworthiness determination is based on substantial evidence and is otherwise in accordance with law. Commerce adequately set forth why there was no need to make equityworthiness determinations as to Cocke-rill and Clabecq. The agency cited record evidence demonstrating the shares of both companies were publicly traded on Belgian markets. Thus, Commerce properly reasoned it need not make an equityworthiness determination for Cockerill or Clabecq because “the market price [of their publicly traded shares] serves as a benchmark price for the value of the shares.” Final Determination, 58 Fed.Reg. at 37,275. The Court is not persuaded by the evidence raised by Domestic Producers and Fabfer attempting to show that notwithstanding the availability of a market benchmark for the value of Cockerill’s and Cla-becq’s shares, the companies still showed signs of being unequityworthy. Under Commerce’s methodology, there is no need to examine evidence of a firm’s equityworthiness if an adequate market benchmark exists for the firm, It is a reasonable exercise of Commerce’s discretion to expre