2007 Be-12(sf) 2007 Be-12(sf)

Benchmark Survey of Foreign Direct Investment in the United States - 2012

be12sf_web2007

Benchmark Survey of Foreign Direct Investment in the United States - 2012

OMB: 0608-0042

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FORM

BE-12(SF)

(REV. 12/2007)

BEA Identification Number

OMB No. 0608-0042: Approval Expires 11/30/2010

MANDATORY — CONFIDENTIAL

2007 BENCHMARK SURVEY OF
FOREIGN DIRECT INVESTMENT IN THE UNITED STATES
(SHORT FORM)
A. Name and address of U.S. business enterprise – If a label has been
affixed, make any changes directly on the label. If a label has not been
affixed, enter the BEA Identification Number of this U.S. affiliate, if
available, in the box at the upper right hand corner of this page.

DUE DATE: MAY 31, 2008
ELECTRONIC
FILING:

Go to www.bea.gov/efile for details

Name of U.S. affiliate

1002 0

U.S. Department of Commerce
Bureau of Economic Analysis
BE-49(A)
Washington, DC 20230

MAIL
REPORTS
TO:

c/o (care of)
1010 0

Street or P.O. Box

1003 0

U.S. Department of Commerce
Bureau of Economic Analysis, BE-49(A)
Shipping and Receiving Section, M100
1441 L Street, NW
Washington, DC 20005

DELIVER
REPORTS
TO:

City

0998 0

ZIP Code

Foreign Postal Code

1005 0

OR
FAX
REPORTS
TO:

State

1004 0

B. Location of U.S. affiliate – If the mailing address in item A is in care of
someone other than the U.S. affiliate, give the name and location of the
primary U.S. headquarters of the affiliate. If the U.S. affiliate is a real estate
investment with no U.S. headquarters, give the name (if any) and location
of the real estate. If the real estate is in more than one location, give the
name and location of the real estate with the largest gross book value.

(202) 606-1905*

*See the NOTE at the bottom of this page
if you plan to fax your report to BEA.

Name of U.S. affiliate
1300 0

ASSISTANCE
Email:

be12/[email protected]

Telephone:

(202) 606-5577

FAX:

(202) 606-5319

Street or P.O. Box
1301 0

City

State

1302 0

Copies of
blank forms:

www.bea.gov/fdi

1304 0

ZIP Code
1303 0

Definitions of key terms – See page 18 and 19.

IMPORTANT
Please review the Instructions starting on page 17 before completing this form. Insurance and real estate companies
see Special Instructions on page 23.
• Who must file BE-12(SF) – Form BE-12(SF) must be filed for a (a) nonbank U.S. affiliate majority-owned by foreign
parents with total assets, sales or gross operating revenues, or net income greater than $40 million (positive or negative)
but not greater than $175 million (positive or negative), and (b) nonbank U.S. affiliate minority-owned by foreign parents
with total assets, sales or gross operating revenues, or net income greater than $40 million (positive or negative). The
terms "majority-owned" and "minority-owned" are defined in instruction II.K on page 18. If you do not meet these filing
criteria or for more information regarding who must file Form BE-12(SF), see instruction I.A. starting on page 17.
• Accounting principles – If feasible use U.S. Generally Accepted Accounting Principles to complete Form
BE-12(SF) unless you are requested to do otherwise by a specific instruction. References in the instructions to
Financial Accounting Standards Board statements are referred to as "FAS."
• U.S. affiliate’s 2007 fiscal year – The affiliate’s financial reporting year that had an ending date in calendar year 2007.
• Consolidated reporting – A U.S. affiliate must file on a fully consolidated domestic U.S. basis, including in the
consolidation ALL non-bank U.S. affiliates in which it directly or indirectly owns more than 50 percent of the
outstanding voting interest. The consolidation rules are found in instruction IV.2 starting on page 19.
• Rounding – Report currency amounts in U.S. dollars rounded to thousands (omitting 000).
Do not enter amounts in the shaded portions of each line.
Example – If amount is $1,334,891.00 report as:
MANDATORY
CONFIDENTIALITY
PENALTIES

佡

1000 0

Address 1029 0
1030 0

FAX NUMBER

Thous. Dols.

CERTIFICATION — The undersigned official certifies that this report
has been prepared in accordance with the applicable instructions, is
complete, and is substantially accurate except that estimates may have
been provided where data are not available from customary accounting
records or precise data could not be obtained without undue burden.
Authorized official’s signature

1031 0

TELEPHONE
NUMBER

Mil.

This survey is being conducted under the International Investment and Trade in Services Survey Act (P.L. 94-472, 90
Stat. 2059, 22 U.S.C. 3101-3108, as amended). The filing of reports is mandatory and the Act provides that your report
to this Bureau is confidential. Whoever fails to report may be subject to penalties. See page 17 for more details.

PERSON TO CONSULT CONCERNING QUESTIONS ABOUT THIS
REPORT — Enter name and address
Name

Bil.

1001 1 Area code

Number

0999 1 Area code

Number

Extension

0990 0 Print or type name
0992 1 Telephone number

Date
0991 0 Print or type title
2 Extension

3 FAX number

May FAX and/or email be used in correspondence between your enterprise and BEA, including FAX’ed reports, and/or to discuss
questions relating to this survey that may contain information about your company that you may consider confidential? NOTE: The
Internet and telephone systems are not secure means of transmitting confidential information unless it is encrypted. If you choose to
communicate with BEA via FAX or electronic mail, BEA cannot guarantee the security of the information during transmission, but will treat
information we receive as confidential in accordance with Section 5(c) of the International Investment and Trade in Services Survey Act.
1027

Email: 1
1

1032

FAX:

1
1

1
2
1
2

Yes (If yes, please print your email address.)
No

Email address (Please print)
0
1028

Yes
No
PLEASE CONTINUE ON PAGE 2

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PART I – IDENTIFICATION OF U.S. AFFILIATE
Additional Instructions by line item are at the back of this form starting with Section IV of the instructions on page 19.
1. What financial reporting standards will be used to complete this BE-12 report? NOTE: Unless it is highly burdensome
or not feasible, the BE-15 report should be completed using U.S. Generally Accepted Accounting Principles (U.S. GAAP).
1399 1

U.S. Generally Accepted Accounting Principles
International Financial Reporting Standards or other reporting standards, but with adjustments
to correct for any material differences between U.S. GAAP and the reporting standards used.
Specify the reporting standards used.

International Financial Reporting Standards or other reporting standards, but without adjustments
to correct for any material differences between U.S. GAAP and the reporting standards used.
Specify the reporting standards used.

2. Consolidated reporting by the U.S. affiliate – Is more than 50 percent of the voting interest in this U.S. affiliate
owned by another U.S. affiliate of your foreign parent?
Foreign Parent
10 to 100 percent

Foreign
United States

U.S. affiliate A
>50 percent

U.S. affiliate B should be consolidated
on the BE-12 report for U.S. affiliate A
because U.S. affiliate B is more than
50 percent owned by U.S. affiliate A.

U.S. affiliate B

NOTE: Arrows connecting boxes represent direction of ownership.
1400 1

Yes – If "Yes" – Do not complete this report unless exception 2d described in the consolidation rules
on page 19 applies. If this exception does not apply, please forward this BE-12 survey packet to
the U.S. business enterprise owning your company more than 50 percent, and notify BEA of
the action taken by filing a BE-12 Claim For Not Filing with item (e) completed on page 2.
The Claim For Not Filing can be downloaded from our web site at: www.bea.gov/fdi

No – If "No" – Complete this report in accordance with the consolidation rules on page 19.

3. Enter Employer Identification Number(s) used by the U.S. affiliate to file income and payroll taxes.
Primary
Other
1006 1

–

Month Day
Year
4. REPORTING PERIOD – Reporting period instructions are found in instruction 4 starting on
1007 1
on page 19. If there was a change in fiscal year, please review instruction 4.c. on page 20.
This U.S. affiliate’s financial reporting year ended in calendar year 2007 on
Example – If the financial reporting year ended on March 31, report for the 12-month period ended March 31, 2007.

5. Did the U.S. business enterprise become a U.S. affiliate during its
fiscal year that ended in calendar year 2007?
1008 1

Month Day

Year

1009 1

Yes – If "Yes" – Enter date U.S. business enterprise became
a U.S. affiliate and see instruction 5 on page 20.
2
No
NOTE – For a U.S. business enterprise that became a U.S. affiliate during its fiscal year that ended in
calendar year 2007, leave the close FY 2006 data columns blank.
1

6. Is the U.S. affiliate named on page 1 separately incorporated in the United States, including its
territories and possessions?
1011 1
1

1
2

Yes
No – Reporting rules for unincorporated affiliates are found in instruction 6 starting on page 20.
Reporting rules for real estate are found in instruction V.C. on page 23.

7. U.S. affiliates fully consolidated in this report – The consolidation rules are found on page 19. Except as noted in
the consolidation rules, more-than-50-percent-owned U.S. affiliates must be fully consolidated in this report.
If this report is for a single U.S. affiliate, enter "1" in the box below. If more than one U.S. affiliate is consolidated in this
report, enter the number of U.S. affiliates consolidated. Hereinafter, they are considered to be one U.S. affiliate. Exclude
from the consolidation all foreign business enterprises owned by this U.S. affiliate. Foreign operations in which
you own a majority interest are to be deconsolidated. Include unconsolidated businesses on an equity basis or, if less than
20 percent owned, in accordance with FAS 115 (Accounting for Certain Investments in Debt and Equity Securities) or the
cost method of accounting.
1012

Number – If number is greater than one, complete the Supplement A on page 13.
8. U.S. affiliates NOT consolidated – See instruction 8 on page 20.
Number of U.S. affiliates in which this U.S. affiliate has an ownership interest that ARE NOT fully consolidated
in this report.
1013 1
Number – If number is not zero, complete the Supplement B on page 15. The U.S. affiliate named
on page 1 must include data for unconsolidated U.S. affiliates on an equity basis or, if less than 20 percent
owned, in accordance with FAS 115 (Accounting for Certain Investments in Debt and Equity Securities) or
the cost method of accounting, and must notify the unconsolidated U.S. affiliates of their obligation to file
a Form BE-12(LF), BE-12(SF), BE-12 Mini, or BE-12 Bank in their own names.
FORM BE-12(SF) (REV. 12/2007)

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PART I – IDENTIFICATION OF U.S. AFFILIATE – Continued
Ownership – Enter percent of ownership, in this U.S. affiliate, to a tenth of one percent, based on voting
interest if an incorporated affiliate or an equivalent interest if an unincorporated affiliate. "Voting interest" is
defined in instruction 9-13 starting on page 20.
Foreign parent – A foreign parent is the FIRST person or entity outside the U.S. in a chain of ownership that has a 10
percent or more voting interest (direct or indirect) in this U.S. affiliate. See example 1 below for an illustration of foreign
parent.
Ownership held directly by foreign parent(s) of this U.S.
affiliate – Give name of each foreign parent with direct
ownership. (If more than 2, continue on a separate sheet.) See
example 1 below for an illustration of ownership held directly
by a foreign parent.

REPORTING PERIOD
Country of incorporation or
organization (if a business
enterprise) or residence, if
Close FY 2007 Close FY 2006
an individual. For
individuals, see instruction
V.F. on page 24.
(1)
(2)
1

10.
Ownership held indirectly by foreign parent(s) of this
U.S. affiliate through another U.S. affiliate – Give name of
each higher tier U.S. affiliate with direct ownership in this U.S.
affiliate. (If more than 2, continue on a separate sheet.) See
example 2 below for an illustration of ownership held indirectly
by a foreign parent.

3
. %

Country of foreign
parent of U.S.
affiliate

11.

12.

. %
2

. %

1064
1

Direct ownership held by all other persons
(do not list names)

. %

1063
1

13.

. %
2

. %

1018

(3)
3

. %

1017

BEA
USE
ONLY

1061

TOTAL of ownership interests –
Sum of items 9 through 13

. %
2

. %

100.0%

PLEASE CONTINUE WITH QUESTION 14 ON PAGE 4
EXAMPLES OF DIRECT AND INDIRECT OWNERSHIP HELD BY FOREIGN PARENTS
Example 1 – Ownership held directly by a foreign parent
Foreign Company X
Foreign Company Y is the foreign
parent because it is the first owner
located outside the U.S. in a chain of
ownership that owns 10 percent or
more of the U.S. affiliate.

Foreign Company Y
(Foreign Parent)

10 to 100 percent
Foreign
United States
U.S. affiliate

Example 2 – Ownership held indirectly by a foreign parent through another U.S. affiliate
Foreign Parent

Foreign

10 to 100 percent

United States
U.S. affiliate B is indirectly owned by the
foreign parent through U.S. affiliate A.
U.S. affiliate A has a direct ownership in
U.S. affiliate B.

U.S. affiliate A

10 to 100 percent

U.S. affiliate B

NOTE: Arrows connecting boxes represent direction of ownership

FORM BE-12(SF) (REV. 12/2007)

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PART I – IDENTIFICATION OF U.S. AFFILIATE – Continued
Report all amounts in thousands of U.S. dollars.
14. Major product(s) or service(s) of fully consolidated U.S. affiliate – Briefly describe the major product(s)
and/or service(s) of the U.S. affiliate. If a product, also state what is done to it, i.e., whether it is mined,
manufactured, sold at wholesale, transported, packaged, etc. (For example, "manufacture widgets.")
1163 0

INDUSTRY CLASSIFICATION AND TOTAL SALES OR GROSS OPERATING REVENUES
OF FULLY CONSOLIDATED U.S. AFFILIATE
Enter the 4-digit International Surveys Industry (ISI) code(s) and the sales associated with each
code in items 15 through 18 below. If you use fewer than four codes, you must account for total sales in
items 15 through 17.
Column (1) – ISI Code – For a full explanation of each code, see the Guide to Industry Classifications for International
Surveys, 2007. A copy of this guide can be found on our web site at: www.bea.gov/naics2007. For an inactive affiliate,
show the industry classification(s) based on its last active period; for "start -ups" with no sales, show the intended
activity(ies).
Book publishers, printers, and Real Estate Investment Trusts – See instructions for items
15–20 on page 21.
Column (2) – Sales – Total sales or gross operating revenues, excluding sales taxes – Gross sales minus
returns, allowances, and discounts; or gross operating revenues. INCLUDE revenues generated during the year from
the operations of a discontinued business segment but EXCLUDE gains or losses from DISPOSALS of discontinued
operations. EXCLUDE all investment gains and losses. Report such gains and losses on page 6, line 35. EXCLUDE
sales or consumption taxes levied directly on the consumer and excise taxes levied directly on manufacturers,
wholesalers, and retailers.
Dividends, interest, and investment gains (losses) – INCLUDE dividends and interest earned ONLY by
finance and insurance companies and units. EXCLUDE dividends and interest earned by non-finance and
non-insurance companies and units. EXCLUDE all derivative instrument and investment gains and losses.
Report all derivative instrument and investment gains and losses on page 6, line 35.
Holding companies (ISI code 5512) should report total income including
income (loss) from equity investments in unconsolidated U.S. affiliates and all
foreign entities, certain realized and unrealized gains and losses, other income,
plus sales and gross operating revenues, if any. Zero normally is NOT a correct
entry. Note – a U.S. affiliate that is a conglomerate must determine its industry
code based on the activities of the fully consolidated domestic U.S. business
enterprise. The "holding company" classification, therefore, is often an invalid
industry classification for a conglomerate.

ISI code
(1)
1

15. Enter code with largest sales

1164

16. Enter code with 2nd largest sales

Bil.
2

1165

17. Enter code with 3rd largest sales

1166

18. Enter code with 4th largest sales

1167
2

19. Sales not accounted for above — Item 18 must have an entry if amounts are
entered on this line.
20. Total sales or gross operating revenues, excluding sales taxes –
Column (2) equals sum of items 15 through 19, column (2).

1173
2

1
1174

CROSS-BORDER SERVICES TRANSACTIONS
21. Did this U.S. affiliate receive payments or credits from, or make payments or issue credits to,
persons or entities located outside of the United States for any of the items listed below?
• Royalties, license fees, and other fees for the use or sale of intangible property
• Services, including, but not limited to: accounting, advertising, computer, construction and
related services, consulting, data base, financial, insurance, legal, management, operational
leasing, public relations, research and development.
1186 1

Yes

BEA USE ONLY
1200 1

1201 1

1202 1

1203 1

FORM BE-12(SF) (REV. 12/2007)

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Sales
(2)
Mil. Thous. Dols.

PART II – SELECTED FINANCIAL AND OPERATING DATA OF U.S. AFFILIATE
Report all amounts in thousands of U.S. dollars.
BALANCE SHEET ITEMS
NOTE – Include all unconsolidated businesses on an equity basis or, if less than 20
percent owned, in accordance with FAS 115 (Accounting for Certain Investments in
Debt and Equity Securities) or the cost method of accounting. Foreign operations
are to be unconsolidated and treated as equity investments.
2109
22. Total assets

Balances
Close FY 2007
(1)
Bil.

Mil.

Thous. Dols.

$
1

23. Total liabilities

2114

24. Total owners’ equity – Item 22 minus item 23

2120

Please check
box if total
liabilities are
zero.
Amount
(1)

OTHER FINANCIAL AND OPERATING DATA
Bil.

Mil.

Thous. Dols.

25. Net income (loss) – After provision for U.S. Federal, State, and local income taxes

2159

EMPLOYEES AND EMPLOYEE COMPENSATION BY STANDARD OCCUPATION CLASSIFICATION (SOC) GROUPS
Please report employees and employee compensation by SOC. See instruction 26–28 on page 21 for a list of the
major SOC groups.
Column (1) – Number of employees at close of FY 2007 – INCLUDE all employees on the payroll at the end of the fiscal
year that ended in calendar year 2007; INCLUDE part-time employees. EXCLUDE contract workers and other workers not carried
on the payroll of this U.S. affiliate. A count taken at some other date during the reporting period may be given provided it is a
reasonable estimate of the number on the payroll at the end of the fiscal year. Reporting employment (including how to report
when employment is subject to unusual variations) is discussed in more detail in instruction 26–28 on page 21.
Column (2) – Employee compensation for FY 2007 – Sum of wages and salaries and employee benefit plans (before
payroll deductions). Report expenditures made by an employer to employees, including cash payments, stock based
compensation, payments-in-kind, and employer expenditures for employee benefit plans including those required by statute,
those resulting from collective bargaining contracts, or those that are voluntary. Base compensation data on payroll records.
Report compensation which relates to activities that occurred during the reporting period regardless of whether the activities
were charged as an expense on the income statement, charged to inventories, or capitalized.
EXCLUDE amounts related to activities of a prior period, such as those capitalized
Total employee
Number of employees
or charged to inventories in prior periods. See instruction 26–28 on page 21 for
compensation for FY 2007
at close of FY 2007
more details of what to include on this line.
(1)
(2)
Number

NOTE: A list of the major SOC groups can be found on page 21.
26.
27.

Managerial, professional and technical employees (SOC 11-29)
All other employees (SOC 31-55)

Bil.

2261

• NUMBER OF EMPLOYEES OF ADMINISTRATIVE OFFICES AND OTHER AUXILIARY UNITS
29. Administrative office and other auxiliary employees – Of the total number of employees reported
in item 28 column (1) above, how many are administrative office and other auxiliary unit employees?
INCLUDE employees at corporate headquarters, central administrative, and regional offices located
in the U.S. that provide administration and management or support services for the consolidated
U.S. affiliate. Support services include accounting, data processing, legal, research and development
and testing, and warehousing. Also INCLUDE employees located at a U.S. operating unit (e.g., a
manufacturing plant or warehouse) that provide administration and management or support services
to more than one U.S. operating unit. EXCLUDE employees located at a U.S. operating unit that
provide administration and management or support services for only that one unit.
1178
30. Expenditures for property, plant, and equipment for FY 2007 – INCLUDE all purchases by,
or transfers (at net book value) to, the U.S. affiliate of land, mineral and timber rights, and other
property, plant and equipment. Also INCLUDE capitalized and expensed exploration and
development expenditures. EXCLUDE expenditures made in prior years that are reclassified in the
current year. Also EXCLUDE land and other property, plant and equipment obtained through the
acquisition of or merger with another company during the year. DO NOT net out sales and other
dispositions of property, plant, and equipment from the expenditures reported on this line.

Number of
employees
3

Amount
(1)
Bil.
1

2390

31. Research and Development (R&D) expenditures for R&D performed BY the U.S. affiliate –
Report all R&D performed BY the U.S. affiliate for its own account or for others, including the
foreign parent group. Include all costs incurred in performing R&D, including depreciation,
amortization, wages and salaries, taxes, materials and supplies, overhead – whether or not allocated
to others – and all other indirect costs. EXCLUDE the cost of all R&D funded by the U.S. affiliate but
performed by others, such as the U.S. affiliate’s allocated share of R&D performed by the foreign
parent group. See diagram on page 12 for an illustration of foreign parent group.
2403
See instruction 31 on page 21 for more details of what to include on this line.

EXPORTS AND IMPORTS OF GOODS BY U.S. AFFILIATE
Report the value of goods exported and imported by the U.S. affiliate during the fiscal year
that ended in calendar year 2007. EXCLUDE services. Software publishers see the
discussion under packaged general use computer software on page 22.
NOTE – Report amounts on a "shipped basis." See instruction 32–33 starting on page 21 for details of
what to include on these lines.
32. TOTAL EXPORTS – Shipped by U.S. affiliate to foreign persons (valued f.a.s.
U.S. port) in the fiscal year that ended in calendar year 2007.

1
2502

$
1

33. TOTAL IMPORTS – Shipped to U.S. affiliate by foreign persons (valued f.a.s.
foreign port) and received in the fiscal year that ended in calendar year 2007.

2515

$
1

PLEASE CONTINUE ON PAGE 6

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Thous. Dols.

2260

28. TOTAL NUMBER OF EMPLOYEES AND EMPLOYEE COMPENSATION –
Sum of items 26 and 27. Total employees must equal
item 64, column (3) on page 7.
2262

FORM BE-12(SF) (REV. 12/2007)

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2598

Mil.

Thous. Dols.

PART II – SELECTED FINANCIAL AND OPERATING DATA OF U.S. AFFILIATE – Continued
Report all amounts in thousands of U.S. dollars.
34. Did the ownership (both direct and indirect) by ALL foreign parents in the voting securities (or an
equivalent interest) of this U.S. affiliate EXCEED 50 percent as of the end of the U.S. affiliate’s
fiscal year that ended in calendar year 2007? "Voting interest" is defined in instructions 9–13 on page 20.
1101 1
1

1
2

Yes – Answer items 35 through 45.
No – Skip to item 46 on page 7.

NOTE: Complete items 35 through 45 ONLY if item 34 is answered "Yes."
Skip to item 46 on page 7 if item 34 is answered "No."
Bil.

35. Certain realized and unrealized gains (losses), included in item 25, net income
(loss). Report at gross amount before income tax effect. See instruction 35 on page 22 for
details of what to include on this line.

2151

36. Income taxes – Provision for ALL U.S. Federal, State, and local income taxes.
Include the income tax effect of the certain realized and unrealized gains (losses)
reported on line 35. Exclude production royalty payments.

2156

37. Interest income from all sources (including from foreign parents and affiliates),
after deduction of taxes withheld at the source. Do not net against interest expense
(item 38).

2400

38. Interest expense plus interest capitalized, paid or due to all payees (including
foreign parents and affiliates), before deduction of U.S. tax withheld by the
affiliate. Do not net against interest income (item 37).

Amount
(1)
Mil. Thous. Dols.

$
1

2401

$
Number

39. Acres of land owned – Number of acres of all U.S. land owned at close of FY 2007
wherever carried on the balance sheet. Include acres of land on capital lease from
others. Exclude acres of mineral rights if you do not own the land.

1
2354
1

BEA USE ONLY

2599

DISTRIBUTION OF SALES OR GROSS OPERATING REVENUES
Distribute sales or gross operating revenues among three categories — sales of goods, sales of services, and
investment income. For the purpose of this distribution, "goods" are normally outputs that are tangible and
"services" are normally outputs that are intangible. When a sale consists of both goods and services and cannot
be unbundled (i.e., the goods and services are not separately billed), classify the sales as goods or services
based on whichever accounts for a majority of the value. Give best estimates if actual figures are not available.
NOTE – BEFORE COMPLETING THIS SECTION, PLEASE SEE THE INSTRUCTIONS FOR ITEMS 40
THROUGH 45 ON PAGE 22. Insurance companies also see page 23, instruction V.A. for special
instructions.
Utilities and Oil & Gas Producers and Distributors – To the extent feasible, revenues
are to be allocated between sales of goods and sales of services. Revenues earned from the
sale of a product (e.g., electricity, natural gas, oil, water, etc.) are to be reported as sales of
goods. Revenues earned from the distribution or transmission of a product (e.g., fees
received for the use of transmission lines, pipelines, etc.) are to be reported as sales of
services.

Amount
(1)
Bil.
1

40.

TOTAL SALES OR GROSS OPERATING REVENUES, EXCLUDING
SALES TAXES – Equals item 20, column (2) on page 4,
and also sum of items 41 through 43

2243

$
1

41.

Sales of Goods

42.

Investment income included in gross operating revenues (e.g., dividends and interest
generated by finance and insurance subsidiaries or units)
2245

2244

$
1

43.

Sales of Services, Total – Sum of items 44 through 45

2246

$
1

44.

To U.S. persons

2247
1

45.

To foreign persons

2257

PLEASE CONTINUE WITH ITEM 46 ON PAGE 7
Remarks

FORM BE-12(SF) (REV. 12/2007)

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PART II – SELECTED FINANCIAL AND OPERATING DATA OF U.S. AFFILIATE
Report all amounts in thousands of U.S. dollars.
SCHEDULE OF EMPLOYMENT AND PROPERTY, PLANT, AND EQUIPMENT, BY LOCATION
46. Copy your answer from item 34 on page 6 to the appropriate box below and follow
the applicable instructions.
1

Yes – Complete all columns in the schedule below for up to five states in which
this affiliate has reportable data. If the affiliate has operations in more than five
states, sum the data for the remaining states on line 63. Skip item 47.

No – Answer item 47 below.

47. If you answered "No" to item 46, did any one of the items – Total assets, Sales or gross
operating revenues, or Net income (loss) – for the U.S. affiliate (not just the foreign parent’s
share) exceed $175 million at the end of, or for, its fiscal year that ended in calendar year 2007?
1102 1
1

Yes – Complete columns 3 and 5 of the schedule below for up to fifteen states. If the affiliate
has operations in more than fifteen states, sum the data for the remaining states on line 63.

No – Complete columns 3 and 5 of the schedule below for up to five states. If this affiliate
has operations in more than five states, sum the data for the remaining states on line 63.

Complete the schedule below for up to five or fifteen states, (whichever is applicable based on the instructions in
items 46 and 47 above), in which the U.S. affiliate has reportable data. If the U.S. affiliate has activities in more than five
(or fifteen) states, report those states for which the number of employees (column (3)) is largest. If the number of employees is
zero or insignificant, use the gross book value of all land and other property, plant, and equipment (column (5)), to determine the
five (or fifteen) states.
Column (3) – Number of employees at close of FY 2007 – The total number of employees reported on line 64 column (3)
MUST equal the total number of employees reported on page 5 item 28 column (1).
Column (4) – Complete this column ONLY if the U.S. affiliate is majority-owned by foreign parent(s). Include all employees
on the payrolls of operating manufacturing plants in the state. Include administrative office and other auxiliary employees
located at an operating plant and who serve only that plant. Exclude all other employees on the payrolls of administrative
offices or other auxiliary units. Administrative office and other auxiliary employees are defined on page 5 in item 29.
Column (5) – Include land and other property, plant, and equipment items, whether carried as investments, in fixed asset
accounts, or in other balance sheet accounts. Include land held for resale, for investment purposes, and all other land owned.
Include land and other property, plant, and equipment on capital lease from others, but exclude that on capital lease to
others. Include property you own that you lease to others under operating leases. Value land and other property, plant, and
equipment at historical cost before any allowances for depreciation or depletion.
Column (6) – Complete this column ONLY if the U.S. affiliate is majority owned. Include the gross book value of commercial
property you own, and commercial property you use or operate that is leased from others under a capital lease. Commercial
property includes ALL buildings and associated land leased or rented to others under operating leases. Commercial property
includes apartment buildings; office buildings; hotels; motels; and buildings used for wholesale, retail, and services trades,
such as shopping centers, recreational facilities, department stores, bank buildings, restaurants, public garages, and automobile
service stations. Include the value of land associated with these buildings. Include office buildings and associated land owned
by industrial companies NOT located at industrial sites. Exclude furniture and equipment located at commercial property.
Exclude property you use for agricultural, mining, manufacturing, or other industrial purposes (such as water and sewage
treatment, electric power generation, and other utility plants), property you use to support these activities, such as research
labs and warehouses, and office buildings located at industrial sites. Also exclude educational buildings, hospitals, nursing
homes, institutional buildings, and all undeveloped land.
STATE — Enter name

Number of
employees at
close of FY 2007

BEA
If applicable, enter name of U.S.
territory or possession on the lines USE
below. Additional instructions for ONLY
items 48–64 are found on page 23.

BEA
USE
ONLY

(3)
Number

(2)

(1)
1

If U.S. affiliate is
Gross book value
majority-owned by (historical cost) of all
foreign parent(s),
land and other
property, plant, and
report the portion of
employees in column equipment wherever
carried on balance
(3) that are
sheet, FY 2007 closing
manufacturing
balance.
employees
(5)
(4)
Bil. Mil. Thous. Dols.
Number

Bil.

48.

If U.S. affiliate is
majority-owned by
foreign parent(s),
report the portion of
column (5) that is
commercial property

(6)
Mil. Thous. Dols.

49.
50.
51.
52.
53.
54.
55.
56.
57.
58.
59.
60.
61.
62.
Employment and property,
plant, and equipment not
accounted for above

63.
1

TOTAL — Sum of items 48
through 63

64.

2764
2700

TOTAL NUMBER OF EMPLOYEES
FORM BE-15(SF) (REV. 12/2007)

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Must equal item 28, column (1) on page 5.
Page 7

BE-15(SF), page 7, Pantone 199 Red, 10% and 100%

PART III – INVESTMENT AND TRANSACTIONS BETWEEN U.S. AFFILIATE AND FOREIGN PARENT GROUP
Name of U.S. business enterprise shown
in item A on page 1 of this BE-12(SF)
Instructions for Part III – Prepare a separate Part III to report each ownership interest held by a foreign parent, at anytime
during the fiscal year that ended in calendar year 2007, in the U.S. affiliate named on page 1 of this BE-12. Such ownership
interests are reported on page 3 (and, if applicable, continued on a separate sheet). If a foreign parent held both direct and
indirect ownership interests in this U.S. affiliate, prepare one Part III to report the direct interest and a separate Part III to report
the indirect interest. A Part III must also be prepared for foreign parent ownership interests disposed of in their entirety during
the year.
Use this Part III to report the foreign parent with the largest direct voting interest at year-end. Use photocopies of this
Part III to report all additional direct and indirect voting interests, if any, held by foreign parents in this U.S. affiliate.
If more than one Part III is filed, do not duplicate positions in, or transactions with, the U.S. affiliate.
Section A — IDENTIFICATION OF FOREIGN PARENT AND ULTIMATE BENEFICIAL OWNER (UBO)
65. Number of Part IIIs filed
3010 1
by the U.S. affiliate – If
there is only one, enter "1."

BEA USE ONLY
Control number

66. What is the name of the foreign parent being reported on in this Part III?
3011

Name of foreign parent
67. For the foreign parent named above, this Part III is being used to report – Mark (X) one
a.

..................

3012

a direct ownership interest in the U.S. affiliate (as reported in items 9 and 10
on page 3). See example 1 at the bottom of page 3 for an illustration of a direct
interest.

..................

3013

an indirect ownership interest in the U.S. affiliate (as reported in items 11 and 12
on page 3). See example 2 at the bottom of page 3 for an illustration of an indirect
interest.

Close FY 2007 Close FY 2006
(1)
(2)

68. If item 67a is marked –
Give percent of —

a. voting interest owned . . . .

b. equity interest owned . . . .

.
.

% Part IIIs must equal the sum of items 9 and 10 on page 3.

3014

"Voting interest" and "equity interest" are defined in
instruction 9-13 on pages 20 and 21 at the back of this
form. If the U.S. affiliate is a partnership, or Limited
Liability Company, also see instructions 6b and 6c on
% page 20 at the back of this form.

NOTE – Sum of item 68a (voting interest owned) of all
3015

69. Country in which foreign parent named in item 66 –
a. is incorporated or organized, if a
business enterprise, or is a
resident, if an individual . . . . . . . .

BEA USE ONLY
3016 1

3017 1

b. is located, if a business
enterprise and the country is
different from that in item 69a . . . .
70. Enter the industry code of the foreign parent named in item 66, from the list of codes at the bottom
of this page that best describes the PRIMARY activity of the SINGLE entity named as the foreign parent.
DO NOT base the code on the world-wide sales of all consolidated subsidiaries of the foreign parent.

3018

FOREIGN PARENT AND UBO INDUSTRY CODES
Note: "ISI codes" are International Surveys Industry codes, as given in the Guide to Industry
Classifications for International Surveys, 2007.
16 Real estate (ISI code 5310)

01 Government and government-owned or
-sponsored enterprise, or quasi-government
organization or agency

17 Information (ISI codes 5111–5191)

02 Pension fund — Government run

18 Professional, scientific, and technical services
(ISI codes 5411–5419)

03 Pension fund — Privately run
04 Estate, trust, or nonprofit organization (that
part of ISI code 5252 that is estates and trusts)
05 Individual
Private business enterprise, investment
organization, or group engaged in:

19 Other services (ISI codes 1150, 2132, 2133, 5321,
5329, and 5611–8130)
Manufacturing, including fabricating,
assembling, and processing of goods:
20 Food (ISI codes 3111–3119)
21 Beverages and tobacco products (ISI codes 3121 and 3122)

06 Insurance (ISI codes 5242, 5243, 5249)

22 Pharmaceuticals and medicine (ISI code 3254)

07 Agriculture, forestry, fishing and hunting
(ISI codes 1110–1140)
08 Mining (ISI codes 2111–2127)

23 Other chemicals (ISI codes 3251–3259, except 3254)

09 Construction (ISI codes 2360–2380)

24 Nonmetallic mineral products (ISI codes 3271–3279)
25 Primary and fabricated metal products
(ISI codes 3311–3329)

10 Transportation and warehousing (ISI codes 4810–4939)

26 Computer and electronic products (ISI codes 3341–3346)

11 Utilities (ISI codes 2211–2213)

27 Machinery manufacturing (ISI codes 3331–3339)

12 Wholesale and retail trade (ISI codes 4231–4251
and 4410–4540)

28 Electrical equipment, appliances and
components (ISI codes 3351–3359)

13 Banking, including bank holding companies
(ISI codes 5221 and 5229)

29 Motor vehicles and parts (ISI codes 3361–3363)

14 Holding companies, excluding bank holding
companies (ISI codes 5512 and 5513)
15 Other finance (ISI codes 5223, 5224, 5231, 5238, that
part of ISI code 5252 that is not estates and trusts,
and ISI code 5331)
FORM BE-12(SF) (REV. 12/2007)

Base prints black

30 Other transportation equipment (ISI codes 3364–3369)
31 Other manufacturing (ISI codes 3130–3231, 3261, 3262,
3370–3399)
32 Petroleum manufacturing, including integrated petroleum
and petroleum refining without extraction (ISI codes
3242–3244)
Page 8

BE-12(SF), page 8, Pantone 199 Red, 10% and 100%

PART III – INVESTMENT AND TRANSACTIONS BETWEEN U.S. AFFILIATE
AND FOREIGN PARENT GROUP – Continued
Section A – IDENTIFICATION OF FOREIGN PARENT AND ULTIMATE BENEFICIAL OWNER – Continued

NAME, COUNTRY, AND INDUSTRY CODE OF ULTIMATE BENEFICIAL OWNER (UBO)
Furnish the name, country, and industry code of the UBO. The UBO is that person or entity,
proceeding up the ownership chain beginning with and including the foreign parent, that is not
more than 50 percent owned or controlled by another person or entity. See instruction II.O. on
page 19 for the complete definition of UBO.
NOTE: See the diagrams at the bottom of this page for examples of the UBO.
71.

Is the foreign parent named in item 66 also the UBO? If the foreign parent is owned or controlled MORE
THAN 50 percent by another person or entity, then the foreign parent is NOT the UBO.
3019 1
1

72.

Yes – (example 1 below) – Skip to 74
No – (examples 2A and 2B below) – Continue with 72

Enter the name of the UBO of the foreign parent. If the UBO is an individual, or an associated group of
individuals, enter "individual." See instruction II.D. on page 18 for the definition of associated group.
Identifying the UBO as "bearer shares" is not an acceptable response.
3021

73.

Enter country of UBO. For individuals, see instruction V.F. on page 24.

BEA USE ONLY
3022

74.

Enter the industry code of the UBO from the list of codes at the bottom of page 8. NOTE – The UBO
industry code is based on the consolidated world-wide activities of all majority-owned subsidiaries of the
UBO. Select the industry code that best reflects the consolidated world-wide sales of the UBO, including all of
its majority-owned subsidiaries.
3023

DO NOT USE CODE 14 UNLESS YOU RECEIVE PERMISSION FROM BEA.
Code "14" (holding company) is normally NOT a valid UBO industry code.
PLEASE CONTINUE WITH QUESTION 75 ON PAGE 10
EXAMPLES OF THE ULTIMATE BENEFICIAL OWNER (UBO)

Examples 1 – The UBO and Foreign Parent are the same
Foreign Company X

The UBO and foreign parent are the
same if the foreign parent is NOT more
than 50 percent owned or controlled by
another person or entity.

1 to 50 percent
Foreign Parent = UBO

Foreign
United States

U.S. affiliate A

Examples 2A and 2B – The Foreign Parent is NOT the UBO
A. The UBO is a foreign person or entity
Foreign Company X
(UBO)

Foreign Company Y is the foreign
parent, foreign Company X is the
UBO. The foreign parent is not the
UBO if the foreign parent is more
than 50 percent owned or controlled
by another person or entity.

>50 Percent
Foreign Company Y
(Foreign Parent)

Foreign
United States

U.S. affiliate A

B. The UBO is a U.S. person or entity
Foreign Company Z is the
foreign parent. U.S. Company C
is the UBO.

Foreign Company Z
(Foreign Parent)
>50 Percent
Foreign
United States
U.S. affiliate B

U.S. Company C
(UBO)

NOTE: Arrows connecting boxes represent direction of ownership

FORM BE-12(SF) (REV. 12/2007)

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Page 9

BE-12(SF), Page 9, Pantone 199 Red, 10% and 100%

PART III – INVESTMENT AND TRANSACTIONS BETWEEN U.S. AFFILIATE
AND FOREIGN PARENT GROUP – Continued

NOTE

▼

Report all amounts in thousands of U.S. dollars.
Data reported in Sections B, C, D, and E must be for the fully consolidated U.S. affiliate. The
consolidation rules are found on page 19 at the back of this form.
75. Copy your answer from item 67 on page 8 to the appropriate box below and
follow the applicable instructions.
a.
b.

A direct interest – Complete all items 76 through 89 on pages 10 through 12.
Do not duplicate data reported on other Part IIIs.

An indirect interest – Complete ONLY items 87, 88, and 89 on page 12.
Do not duplicate data reported on other Part IIIs.

Section B – EQUITY HOLDINGS IN THE U.S. AFFILIATE BY THE FOREIGN
PARENT NAMED IN ITEM 66

CLOSING BALANCE

Report amounts according to the books of the U.S. affiliate.
•

FY 2006
(Unrestated)
(2)

FY 2007

OWNERS’ EQUITY ITEMS – WHAT IS THE AMOUNT OF THE
FOREIGN PARENT’S SHARE OF:

(1)
Bil.

76. Capital stock and additional paid-in capital – Common and preferred,
voting and non-voting capital stock and additional paid-in capital.
77. Retained earnings (deficit)

3058

Mil.

Thous. Dols. Bil.

Mil.

Thous. Dols.

3060

78. Other, including accumulated other comprehensive income and
treasury stock – Specify major items
3062

• FOREIGN PARENT’S SHARE OF TOTAL OWNERS’ EQUITY OF INCORPORATED
OR UNINCORPORATED U.S. AFFILIATE —
79. Sum of items 76 through 78 for incorporated U.S. affiliates and those
unincorporated U.S. affiliates for which this breakdown is available. For those
unincorporated U.S. affiliates that cannot provide a breakdown for items 76
through 78, report the foreign parent’s share of the total owners’ equity
reported in item 24 on page 5.
3063

Section C – CHANGES IN EQUITY HOLDINGS IN THE U.S. AFFILIATE BY
THE FOREIGN PARENT NAMED IN ITEM 66
Entries in Section C are necessary to identify the amount and cause of any changes in equity holdings
by the foreign parent in the U.S. affiliate during the fiscal year that ended in calendar year 2007.
• Report the transaction (i.e., market) value of consideration given or received for increases
or decreases in the foreign parent’s equity holdings in the U.S. affiliate.
80. Increase by foreign parent of equity interest in U.S. affiliate
Include:
• purchases of capital stock by the foreign parent;
• contributions of equity by the foreign parent that did not result from the issuance of stock
to the foreign parent;
• capitalization of intercompany debt (report the amount of debt converted to equity as the
transaction value of the equity increase).
Exclude changes caused by:
• carrying net income to the equity account;
• the effect of treasury stock transactions with persons other than the foreign parent;
• reorganizations in capital structure that do not affect total equity.

Bil.

Amount
(1)
Mil. Thous. Dols.

1
3065

81. Decrease by foreign parent of equity interest in U.S. affiliate
Include:
• sales of capital stock by the foreign parent to the U.S. affiliate;
• returns of contributed equity capital to the foreign parent;
• liquidating dividends;
• distributions to the foreign parent following total liquidation of the U.S. affiliate.
Exclude changes caused by:
• carrying net losses to the equity account;
• payment of stock or cash dividends (other than liquidating dividends);
• the distribution of earnings during the period;
• the effect of treasury stock transactions with entities other than the foreign parent;
• reorganizations in capital structure that do not affect total equity.

1
3066

$
1

82. TOTAL – Equals item 80 minus item 81

3071

• Enter the amounts by which the transactions values
reported in items 80 and 81 above –
83.
exceed the value carried on the books of the U.S. affiliate
84.

are less than the value carried on the books of the U.S. affiliate

FORM BE-12(SF) (REV. 12/2007)

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For liquidation or sale
For acquisition
reported in item 81
reported in item 80
(1)
(2)
Bil. Mil. Thous. Dols. Bil. Mil. Thous. Dols.
3090

3091

Page 10

BE-12(SF), Page 10, Pantone 199 Red, 10% and 100%

PART III – INVESTMENT AND TRANSACTIONS BETWEEN U.S. AFFILIATE
AND FOREIGN PARENT GROUP – Continued
Report all amounts in thousands of U.S. dollars.
Section D – DIRECT EQUITY SHARE IN SELECTED ITEMS OF THE U.S. AFFILIATE
BY THE FOREIGN PARENT NAMED IN ITEM 66
Bil.

WHAT IS THE FOREIGN PARENT’S SHARE OF THE U.S. AFFILIATE’S:

Amount
(1)
Mil. Thous. Dols.

85. Net income (loss) reported in item 25 of page 5 of this BE-12(SF)?

3085

86. Dividends or distributed earnings (GROSS – before deduction of any U.S.
tax withheld) – INCLUDE dividends on common and preferred stock of an
incorporated U.S. affiliate or the distributed earnings of an unincorporated U.S.
affiliate. EXCLUDE stock and liquidating dividends.
Report dividends as of the date they were declared or paid. Any subsequent
settlement of dividends declared but not paid SHOULD NOT be reported a
second time.

1
3073

PLEASE CONTINUE WITH QUESTION 87 ON PAGE 12
Remarks

BEA
USE
ONLY

3200 1

3201 1

FORM BE-12(SF) (REV. 12/2007)

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Page 11

BE-12(SF), Page 11, Pantone 199 Red, 10% and 100%

PART III – INVESTMENT AND TRANSACTIONS BETWEEN U.S. AFFILIATE
AND FOREIGN PARENT GROUP – Continued
Report all amounts in thousands of U.S. dollars.
Section E – LIABILITIES AND RECEIVABLES AND INTEREST PAYMENTS AND RECEIPTS BETWEEN
THE U.S. AFFILIATE AND THE FOREIGN PARENT GROUP
Report all current and long-term intercompany accounts and interest between the U.S. affiliate and the foreign
parent group.
NOTE: "Foreign parent group" is illustrated and defined in the
example at the bottom of this page.
Derivatives Contracts – Exclude the value of outstanding financial derivatives contracts and any payments
or receipts resulting from the settlement of those contracts. For example, the settlements of interest rate
derivatives should NOT be reported as interest or as another type of transaction on this form. Derivatives
contracts are covered by the Treasury International Capital (TIC) Form D, Report of Holdings of, and
Transactions in, Financial Derivatives Contracts with Foreign Residents.
If leases between the U.S. affiliate and the foreign parent group are capitalized, then the outstanding
capitalized value should be reported in items 87 and 88 as an intercompany balance. Lease payments
should be disaggregated into the amounts that are (i) a reduction in an intercompany balance, to be
reported in items 87 or 88, and (ii) interest, to be reported in item 89.
LIABILITIES AND RECEIVABLES
What were the balances owed directly to, and due directly from, the
foreign parent group? See diagram below for an illustration of foreign
parent group.

CLOSING BALANCE
FY 2007

• Do NOT net payables against receivables.

(1)
Bil.

Report amounts according to the books of the U.S. affiliate.
87. Liabilities owed directly TO the foreign parent group by the U.S.
affiliate – Current and long-term
3056
88. Receivables due to the U.S. affiliate directly FROM the
foreign parent group – Current and long-term. Include
certificates of deposit and other deposits of the U.S. affiliate (that
would be included in cash on your balance sheet) held by the
foreign parent group.

• Report GROSS OF WITHHOLDING TAX
• Include interest on capital leases.

Bil.

• Do NOT net payments against receipts.
3076

DI position

(2)

Thous. Dols. Bil.

Payments or credits by
U.S. affiliate TO the
foreign parent group
(before deduction of U.S.
tax withheld)
(1)

What were the interest payments and receipts between the U.S.
affiliate and the foreign parent group?

89. Interest

Mil.

Thous. Dols.

3057

INTEREST

BEA USE ONLY

FY 2006

3064

Mil.

Receipts by or credits to
the U.S. affiliate FROM
the foreign parent group
(before deduction of
foreign tax withheld)
(2)

Thous. Dols. Bil.

Mil.

Thous. Dols.

EXAMPLE OF FOREIGN PARENT GROUP
Foreign Company X

Foreign

>50 percent

Foreign Parent

Foreign Company Y

Foreign companies X and Y
along with the foreign parent
comprise the foreign parent
group in this example.

10 to 100 percent

United States
U.S. affiliate

NOTE: Arrows connecting boxes represent direction of ownership
DEFINITIONS OF KEY TERMS
Foreign parent group means (i) the foreign parent, (ii) any foreign person, proceeding up the foreign
parent’s ownership chain, which owns more than 50 percent of the person below it up to and including that
person which is not owned more than 50 percent by another foreign person, and (iii) any foreign person,
proceeding down the ownership chain(s) of each of these members, which is owned more than 50 percent
by the person above it.
The term "person" in the above paragraph is used in the broad sense and includes companies. See
instruction II.C. on page 18 for the complete definition of person.
1

BEA USE ONLY
FORM BE-12(SF) (REV. 12/2007)

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3084

Page 12

BE-12(SF), Page 12, Pantone 199 Red, 10% and 100%

Page 13

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BE-12(SF), page 13, Pantone 199 Red, 10%

BUREAU OF ECONOMIC ANALYSIS

5133

5132

5131

5130

5129

5128

5127

5126

5125

5124

5123

5122

5121

5120

5119

5118

5117

5116

5115

5114

5113

5112

5111

(2)

(1)

Name of each U.S. affiliate consolidated (as represented in item 7, Part I)

BEA USE ONLY

–

(3)

Employer Identification Number used
by U.S. affiliate listed in column (2) to
file income and payroll taxes

Supplement A must be completed by a reporting affiliate that consolidates financial and operating data of any other U.S. affiliate(s). The number of U.S. affiliates
listed below plus the reporting U.S. affiliate must agree with item 7, Part I of Form BE-12(SF). Continue listing onto as many additional copied pages as necessary.

NOTE – If you filed a Supplement A or a computer printout of Supplement A with your 2006 BE-15 report, in lieu of completing a new Supplement A, you
may substitute a copy of that Supplement A or computer printout that has been updated to show any additions, deletions, or other changes.

LIST OF ALL U.S. AFFILIATES FULLY CONSOLIDATED INTO THE REPORTING U.S. AFFILIATE

BE-12(SF) Supplement A (2007)

FORM
(REV. 12/2007)

U.S. DEPARTMENT OF COMMERCE

(4)

Name of U.S. affiliate which holds the direct ownership
interest in the U.S. affiliate listed in column (2)

Primary Employer Identification Number as shown in item 3, Part I of BE-12(SF)

5110

Page number

Name of U.S. affiliate as shown in item A, page 1, of BE-12(SF)

BEA USE ONLY

Percentage of direct voting
ownership that the U.S. affiliate
named in column (4) holds in the
U.S. affiliate named in column (2). –
Enter percentage to nearest tenth.
(5)

–

OMB No. 0608-0042: Approval Expires 11/30/2010

FORM BE-12(SF) (REV. 12/2007)

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Page 14

BE-12(SF), page 14, Pantone 199 Red, 10%

5159

5158

5157

5156

5155

5154

5153

5152

5151

5150

5149

5148

5147

5146

5145

5144

5143

5142

5141

5140

5139

5138

5137

5136

5135

5134

(2)

(1)

Name of each U.S. affiliate consolidated (as represented in item 7, Part I)

BEA USE ONLY

–

(3)

Employer Identification Number used
by U.S. affiliate listed in column (2) to
file income and payroll taxes

BE-12(SF) Supplement A (2007) – LIST OF ALL U.S. AFFILIATES FULLY CONSOLIDATED INTO THE REPORTING U.S. AFFILIATE – Continued

(4)

Name of U.S. affiliate that holds the direct ownership
interest in the U.S. affiliate listed in column (2)

Page number

Percentage of direct voting
ownership that the U.S. affiliate
named in column (4) holds in the
U.S. affiliate named in column (2). –
Enter percentage to nearest tenth.
(5)

Page 15

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BE-12(SF), page 15, Pantone 199 Red, 10%

6221

6220

6219

6218

6217

6216

6215

6214

6213

6212
6

6211

(2)

(1)

Name of each U.S. affiliate in which a direct interest
is held but that is not listed in Supplement A

BEA USE ONLY

(3)

Yes
No
2

No
1

Yes
2

No
2

Yes

No
1

Yes
2

No
2

Yes

No
1

Yes
2

No
1

Yes
2

No
2

Yes

(4)

Has each
affiliate been
notified of
obligation to file?
Mark (X) one

Page number

–

(5)

Percentage of direct voting
ownership interest that the fully
consolidated U.S. affiliate named
on page 1 of this Form BE-12(SF),
holds in the U.S. affiliate named
in column (2). – Enter percentage
to nearest tenth.
(6)

OMB No. 0608-0042: Approval Expires 11/30/2010

Employer Identification Number
used by U.S. affiliate listed in
column (2) to file income and
payroll taxes

Name of U.S. affiliate as shown in item A, page 1, of BE-12(SF)

Address of each U.S. affiliate listed in column (2)
Give number, street, city, State, and ZIP Code

Supplement B must be completed by a reporting affiliate which files a BE-12(SF) and has a direct ownership interest in a U.S. affiliate(s) which is (are) not fully consolidated. The number of
U.S. affiliates listed below must agree with item 8, Part I, of BE-12(SF). Continue listing onto as many additional copied pages as necessary.

NOTE – If you filed a Supplement B or a computer printout of Supplement B with your 2006 BE-15 report, in lieu of completing a new Supplement B, you may
substitute a copy of that Supplement B or computer printout that has been updated to show any additions, deletions, or other changes.

U.S. DEPARTMENT OF COMMERCE
BE-12(SF) Supplement B (2007)
BUREAU OF ECONOMIC ANALYSIS
LIST OF ALL U.S. AFFILIATES IN WHICH THE REPORTING AFFILIATE (AS CONSOLIDATED) HAS A DIRECT
OWNERSHIP INTEREST BUT WHICH ARE NOT FULLY CONSOLIDATED

FORM
(REV. 12/2007)

FORM BE-12(SF) (REV. 12/2007)

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Page 16

BE-12(SF), page 16, Pantone 199 Red, 10%

6234

6233

6232

6231

6230

6229

6228

6227

6226

6225

6224

6223

6222

(2)

(1)

Name of each U.S. affiliate in which a direct interest
is held but which is not listed in Supplement A

BEA USE ONLY

BE-12(SF) Supplement B (2007) – LIST OF U.S. AFFILIATES – Continued

(3)

Address of each U.S. affiliate listed in column (2)
Give number, street, city, State, and ZIP Code

Yes

No
1

Yes
2

No
1

Yes
2

No
2

Yes

No
1

Yes
2

No
1

Yes
2

No
1

Yes
2

No
2

Yes

(4)

Has each
affiliate been
notified of
obligation to file?
Mark (X) one

–

(5)

Employer Identification Number
used by U.S. affiliate listed in
column (2) to file income and
payroll taxes

Page number

Percentage of direct voting
ownership interest that the fully
consolidated U.S. affiliate named
on page 1 of this Form
BE-12(SF), holds in the U.S.
affiliate named in column (2). –
Enter percentage to nearest tenth.
(6)

2007 BENCHMARK SURVEY OF FOREIGN DIRECT INVESTMENT IN THE UNITED STATES
BE-12(SF) INSTRUCTIONS
NOTE: Instructions in section IV are cross referenced by number to the items located on pages 2 to 12 of this form.
Authority – This survey is being conducted pursuant to the
International Investment and Trade in Services Survey Act (P.L.
94-472., 90 Stat. 2059, 22 U.S.C. 3101-3108, as amended,
hereinafter "the Act"), and the filing of reports is MANDATORY
pursuant to Section 5(b)(2) of the Act (22 U.S.C. 3104).

A report is required even though the foreign person’s voting
interest in the U.S. business enterprise may have been
established or acquired during the reporting period.
Beneficial, not record, ownership is the basis of the reporting
criteria. Voting securities, voting stock, and voting interest all
have the same general meaning and are used interchangeably
throughout these instructions and the report forms.

A response is required from persons (in the broad sense, including
companies) subject to the reporting requirements of the BE-12
survey, whether or not they are contacted by BEA. Also, persons
contacted by BEA concerning their being subject to reporting, either
by sending them a report form or by written inquiry, must respond
pursuant to section 806.4 of 15 CFR, Chapter VIII. This may be
accomplished by completing and submitting Form BE-12(LF),
BE-12(SF), BE-12 Mini, BE-12 Bank, or the BE-12 Claim For Not Filing,
whichever is applicable, by May 31, 2008.
PENALTIES – Whoever fails to report shall be subject to a civil
penalty of not less than $2,500, and not more than $25,000, and to
injunctive relief commanding such person to comply, or both.
These civil penalties are subject to inflationary adjustments. Those
adjustments are found in 15 CFR 6.4. Whoever willfully fails to
report shall be fined not more than $10,000 and, if an individual,
may be imprisoned for not more than one year, or both. Any
officer, director, employee, or agent of any corporation who
knowingly participates in such violations, upon conviction, may be
punished by a like fine, imprisonment or both (22 U.S.C. 3105).

Airline and ship operators – U.S. stations, ticket offices, and
terminal and port facilities of foreign airlines and ship
operators that provide services ONLY to the foreign airlines’
and ship operators’ own operation are not required to report.
Reports are required when such enterprises produce significant
revenues from services provided to unaffiliated persons.
1. Which form to file – Please review the questions below and
the flow chart on page 18 to determine if your U.S. business is
required to file Form BE-12(SF). Blank forms can be found at:
www.bea.gov/fdi
a. Were at least 10 percent of the voting rights in your business
directly or indirectly owned by a foreign person or entity at
the end of your fiscal year that ended in calendar year 2007?

Notwithstanding any other provision of the law, no person is
required to respond to, nor shall any person be subject to a penalty
for failure to comply with, a collection of information subject to the
requirements of the Paperwork Reduction Act, unless that collection
of information displays a currently valid OMB Control Number. The
control number for this survey is at the top of page 1 of this form.

Yes – Continue with question b. NOTE: Your business
is hereinafter referred to as a "U.S. affiliate."
No – You are not required to file Form BE-12(SF).
File the BE-12 Claim for Not Filing by May 31, 2008.

Respondent Burden – Public reporting burden for this short form is
estimated to vary from 2 to 11 hours per response, with an average of
7.5 hours per response, including the time for reviewing instructions,
searching existing data sources, gathering and maintaining the data
needed, and completing and reviewing the collection of information.
Send comments regarding this burden estimate or any other aspect of
this collection of information, including suggestions for reducing this
burden, to Director, Bureau of Economic Analysis (BE-1), U.S.
Department of Commerce, Washington, DC 20230; and to the Office of
Management and Budget, Paperwork Reduction Project 0608-0042,
Washington, DC 20503.
CONFIDENTIALITY – The Act provides that your report to this
Bureau is CONFIDENTIAL and may be used only for analytical or
statistical purposes. Without your prior written permission, the
information filed in your report CANNOT be presented in a manner
that allows it to be individually identified. Your report CANNOT be
used for purposes of taxation, investigation, or regulation. Copies
retained in your files are immune from legal process.
I. REPORTING REQUIREMENTS

A. Who must report – A BE-12 report is required for each U.S.
affiliate, i.e., for each U.S. business enterprise in which a foreign
person or entity owned or controlled, directly or indirectly, 10
percent or more of the voting securities if an incorporated U.S.
business enterprise, or an equivalent interest if an unincorporated
U.S. business enterprise, at the end of the business enterprise’s
fiscal year that ended in calendar year 2007.
Foreign ownership interest – All direct and indirect lines of
ownership held by a foreign person in a given U.S. business
enterprise must be summed to determine if the enterprise is a
U.S. affiliate of the foreign person for purposes of reporting.

No – Continue with question c.
c. Were more than 50 percent of the voting rights in this U.S.
affiliate owned by another U.S. affiliate at the end of this
U.S. affiliate’s fiscal year that ended in calendar year 2007?
Yes – Continue with question d.
No – Skip to question e.

Yes – Continue with question e.
No – This U.S. affiliate must be consolidated on the
BE-12 report of the U.S. affiliate that owns it more than
50 percent. File the BE-12 Claim for Not Filing with page 1
and item (e) on page 2 completed by May 31, 2008,
forward this survey packet to the U.S. affiliate that owns
this affiliate more than 50 percent, and have them
consolidate your data into their report.
e. Did any one of the items – Total assets, Sales or gross
operating revenues, or Net income (loss) – for the U.S.
affiliate (not just the foreign parent’s share) exceed $40
million at the end of, or for, its 2007 fiscal year?
Yes – Continue with question f.
No – You are not required to file a Form BE-12(SF). File
Form BE-12 Mini by May 31, 2008.

Indirect ownership interest in a U.S. business enterprise is
the product of the direct ownership percentage of the foreign
parent in the first U.S. business enterprise in the ownership chain
multiplied by that first enterprise’s direct ownership percentage in
the second U.S. business enterprise, multiplied by each
succeeding direct ownership percentage of each other intervening
U.S. business enterprise in the ownership chain between the
foreign parent and the given U.S. business enterprise.

f. Was the U.S. affiliate majority-owned by its foreign parent(s)
at the end of its fiscal year that ended in calendar year
2007? (A U.S. affiliate is "majority-owned" if the combined
direct and indirect ownership interests of all foreign parents
of the U.S. affiliate exceed 50 percent.)

Example: In the diagram below, foreign person A owns 100% of
the voting stock of U.S. affiliate B; U.S. affiliate B owns 50% of the
voting stock of U.S. affiliate C; and U.S. affiliate C owns 25% of the
voting stock of U.S. affiliate D. Therefore, U.S. affiliate B is 100%
directly owned by foreign person A; U.S. affiliate C is 50%
indirectly owned by foreign person A; and U.S. affiliate D is 12.5%
indirectly owned by foreign person A.
Calculation of Foreign Ownership

Yes – Continue with question g.
No – File Form BE-12(SF) by May 31, 2008.
g. Did any one of the items – Total assets, Sales or gross
operating revenues, or Net income (loss) – for the U.S.
affiliate (not just the foreign parent’s share) exceed $175
million at the end of, or for, its fiscal year that ended in
calendar year 2007?
Yes – File Form BE-12(LF) by May 31, 2008.
No – File Form BE-12(SF) by May 31, 2008.

Foreign person A

↓

100%
U.S. affiliate B
100% directly owned
by foreign person A

↓

50%
U.S. affiliate C
100% x 50% = 50% indirectly
owned by foreign person A

↓

25%
U.S. affiliate D
100% x 50% x 25% = 12.5%
indirectly owned by foreign person A
NOTE: Arrows connecting boxes represent direction of ownership.

BE-12(SF) (REV. 12/2007)

Yes – You are not required to file Form BE-12(SF). File
Form BE-12 Bank by May 31, 2008.

d. Do different foreign persons hold a direct and an indirect
ownership interest in this U.S. affiliate (exception d to the
consolidation rules)? (The consolidation rules are found in
instruction IV.2. on page 19.)

To determine which BE-12 report to file, read the following sections
on this page and review the flow chart on page 18.

Foreign
U.S.

b. Is this U.S. affiliate a bank or bank holding company?

Page 17

I. REPORTING REQUIREMENTS – Continued

c. The ownership or control (both direct and indirect) by
all foreign parents in the voting securities of an
incorporated U.S. business enterprise (or an equivalent
interest of an unincorporated U.S. business enterprise)
at the end of the fiscal year that ended in calendar year
2007, was 50 percent or less (i.e., the voting
securities, or equivalent interest were not majority
owned by foreign parents), or

Which Form to File?
At least 10 percent voting interest directly
and/or indirectly owned by a foreign person?
Yes

Bank or bank
holding company?

File the BE-12 Claim
for Not Filing

Yes

d. The ownership or control (both direct and indirect) by all
foreign parents in the voting securities of an
incorporated U.S. business enterprise (or an equivalent
interest of an unincorporated U.S. business enterprise) at
the end of the fiscal year that ended in calendar year
2007, exceeded 50 percent (i.e., the voting securities or
equivalent interest were majority owned by foreign
parents), and on a fully consolidated, or, in the case of
real estate investments, on an aggregated basis, no one
of the following three items – Total assets (do not net out
liabilities), or Sales or gross operating revenues,
excluding sales taxes, or Net income after provision for
U.S. income taxes – for the U.S. affiliate (not just the
foreign parent’s share) exceeded $175 million (positive or
negative) at the end of, or for, its fiscal year that ended in
calendar year 2007.

More than 50 percent of the voting
rights owned by another U.S.
affiliate at end of the fiscal year
ending in calendar year 2007?

File Form BE-12 Bank

Yes

Do different foreign persons hold a direct and
indirect ownership interest in the U.S. affiliate
(exception d to the consolidation rules found in
instruction IV.2. on page 19)?

Yes

II. DEFINITIONS
A. United States, when used in a geographic sense, means the
several States, the District of Columbia, the Commonwealth of
Puerto Rico, and all territories and possessions of the
United States.

This U.S. affiliate must be consolidated
on the BE-12 report of the U.S. affiliate
that owns it more than 50 percent. File
the BE-12 Claim for Not Filing.

Assets, sales, or net income (loss)
greater than $40 million?

Yes

Majority-owned directly
and/or indirectly by
foreign parents?

File Form BE-12 Mini

Yes

File Form
BE-12(SF)

Yes

File Form
BE-12(LF).

File Form
BE-12(SF).

2. Who must file Form BE-12(SF) – 2007 Benchmark
Survey of Foreign Direct Investment in the United
States – (Short Form)?
A Form BE-12(SF) must be completed and filed by May 31, 2008,
by each U.S. business enterprise that was a U.S. affiliate of a
foreign person at the end of its fiscal year that ended in calendar
year 2007, if:
a. It is not a bank, and
b. On a fully consolidated, or, in the case of real estate
investments, an aggregated basis, any one of the following
three items – Total assets (do not net out liabilities), or Sales
or gross operating revenues, excluding sales taxes, or
Net income after provision for U.S. income taxes – for the
U.S. affiliate (not just the foreign parent’s share) exceeded
$40 million (positive or negative) at the end of, or for, its
fiscal year that ended in calendar year 2007, and EITHER c.
OR d. below is applicable.

BE-12(SF) (REV. 12/2007)

B. Foreign, when used in a geographic sense, means that which
is situated outside the United States or which belongs to or is
characteristic of a country other than the United States.
C. Person, means any individual, branch, partnership, association,
associated group, estate, trust, corporation, or other organization
(whether or not organized under the laws of any State), and any
government (including a foreign government, the U.S.
Government, a State or local government, and any agency,
corporation, financial institution, or other entity or instrumentality
thereof, including a government sponsored agency).
D. Associated group means two or more persons who, by the
appearance of their actions, by agreement, or by an
understanding, exercise their voting privileges in a concerted
manner to influence the management of a business
enterprise. The following are deemed to be associated groups:
1. Members of the same family.
2. A business enterprise and one or more of its officers or
directors.
3. Members of a syndicate or joint venture.

Assets, sales, or net
income (loss) greater
than $175 million?

B. Aggregation of real estate investments – Aggregate all
real estate investments of a foreign person for the purpose of
applying the reporting criteria. Use a single report form to
report the aggregate holdings, unless BEA has granted
permission to do otherwise. Those holdings not aggregated
must be reported separately. Real estate is discussed more
fully in instruction V.C. on page 23.

4. A corporation and its domestic subsidiaries.
E. Foreign person means any person resident outside the United
States or subject to the jurisdiction of a country other than the
United States.
F. Direct investment means the ownership or control, directly or
indirectly, by one person of 10 percent or more of the voting
securities of an incorporated business enterprise or an
equivalent interest in an unincorporated business enterprise.
G. Foreign direct investment in the United States means the
ownership or control, directly or indirectly, by one foreign person
of 10 percent or more of the voting securities of an incorporated
U.S. business enterprise or an equivalent interest in an
unincorporated U.S. business enterprise, including a branch.
H. Business enterprise means any organization, association,
branch, or venture which exists for profit making purposes or
to otherwise secure economic advantage, and any ownership
of any real estate.
I.

Branch means the operations or activities conducted by a
person in a different location in its own name rather than
through an incorporated entity.

J. Affiliate means a business enterprise located in one country
which is directly or indirectly owned or controlled by a
person of another country to the extent of 10 percent or more
of its voting securities for an incorporated business enterprise
or an equivalent interest for an unincorporated business
enterprise, including a branch.
K. U.S. affiliate means an affiliate located in the United States
in which a foreign person has a direct investment.
1. Majority-owned U.S. affiliate means a U.S. affiliate in
which the combined direct and indirect voting interest of all
foreign parents of the U.S. affiliate exceeds 50 percent.
2. Minority-owned U.S. affiliate means a U.S. affiliate in
which the combined direct and indirect voting interest of all
foreign parents of the U.S. affiliate is 50 percent or less.

Page 18

Unless the exceptions discussed below apply, any deviation
from these consolidation rules must be approved in writing
each year by BEA. In accordance with FAS 94 (Consolidation of
all Majority-Owned Subsidiaries), consolidation of majority-owned
subsidiaries is required even if their operations are not
homogeneous with those of the U.S. affiliate that owns them. If
you file deconsolidated reports, you must file the same type of
reports (i.e., BE-12(LF), BE-12(SF), or BE-12 Mini) that would have
been required if a consolidated report was filed. Report
majority-owned subsidiaries, if not consolidated, on the BE-12(SF)
using the equity method of accounting. DO NOT eliminate
intercompany accounts (e.g., receivables or liabilities) for affiliates
not consolidated.

II. DEFINITIONS – Continued
L. Foreign parent means the foreign person, or the first person outside the United States in a foreign chain of ownership, which has
direct investment in a U.S. business enterprise, including a branch.
M. U.S. corporation means a business enterprise incorporated in
the United States.
N. Intermediary means any agent, nominee, manager, custodian,
trust, or any person acting in a similar capacity.
O. Ultimate beneficial owner (UBO) is that person, proceeding
up the ownership chain beginning with and including the foreign
parent, that is not more than 50 percent owned or controlled by
another person. Note: Stockholders of a closely or privately held
corporation are normally considered to be an associated group
and may be a UBO.

Exceptions to consolidated reporting – Note: If a U.S. affiliate
is not consolidated into its U.S. parent’s BE-12 report, then it
must be listed on the Supplement B of its parent’s BE-12 report,
unless the report is a BE-12 Mini which does not have a
Supplement B, and each U.S. affiliate not consolidated must file
its own Form BE-12(LF), BE-12(SF), BE-12 Mini, or BE-12 Bank.

P. Banking covers business enterprises engaged in deposit
banking or closely related functions, including commercial banks,
Edge Act corporations engaged in international or foreign
banking, foreign branches and agencies of U.S. banks whether or
not they accept deposits abroad, U.S. branches and agencies of
foreign banks whether or not they accept domestic deposits,
savings and loans, savings banks, bank holding companies, and
financial holding companies under the Gramm-Leach-Bliley Act.

a. DO NOT CONSOLIDATE FOREIGN SUBSIDIARIES,
BRANCHES, OPERATIONS, OR INVESTMENTS NO
MATTER WHAT THE PERCENTAGE OWNERSHIP.
Include foreign holdings owned 20 percent or more (including
those that are majority owned) using the equity method of
accounting. DO NOT report employment, land, and other
property, plant, and equipment and DO NOT eliminate
intercompany accounts (e.g., receivables or liabilities) for
holdings reported using the equity method.

Q. Lease is an arrangement conveying the right to use property,
plant, or equipment (i.e., land and/or depreciable assets),
usually for a stated period of time.

DO NOT list any foreign holdings of the U.S. affiliate on the
Supplement B.

1. Capital lease – A long-term lease under which a sale of the
asset is recognized at the inception of the lease. These may be
shown as lease contracts or accounts receivable on the lessor’s
books. The asset would not be considered as owned by the
lessor.

Oil and gas sites owned by U.S. affiliates and located outside
of U.S. claimed territorial waters are to be treated as foreign
subsidiaries of the U.S. affiliates if they meet one of the
following criteria: (1) they are incorporated in a foreign country;
(2) they are set up as a branch; or (3) they have a physical
presence in a foreign country as evidenced by property, plant
and equipment or employees located in that country.

2. Operating lease – Generally, a lease with a term which is less
than the useful life of the asset and a transfer of ownership is
not contemplated.
III. GENERAL INSTRUCTIONS

Real estate located outside the United States that is owned
by the U.S. affiliate and generates revenues for, or reimbursements to, the U.S. affiliate, or that facilitates the foreign
operations of the U.S. affiliate is a foreign subsidiary and
should not be consolidated on this BE-12 report.

A. Accounting methods and records – Follow U.S. Generally
Accepted Accounting Principles (U.S. GAAP) when preparing
the BE-12 report unless requested to do otherwise by a specific
instruction. Prepare reports for unincorporated U.S. business
enterprises on an equivalent basis.

b. Do not consolidate banking activities. If the nonbank
U.S. affiliate reporting on the Form BE-12(SF) has a direct or
indirect ownership interest in a U.S. bank, bank holding
company (BHC), or any other banking activity, such as a U.S.
wholesale or limited purpose bank, DO NOT consolidate
those banking activities into the Form BE-12(SF). Banks are
required to file a separate BE-12 Bank report. List any such
banking activities on the Supplement B of the BE-12(SF).

B. Changes in the reporting entity – DO NOT restate close
fiscal year 2006 balances for changes in the consolidated
reporting entity that occurred during fiscal year 2007. The close
fiscal year 2006 balances should represent the reporting entity
as it existed at the close of fiscal year 2006.
C. Required information not available – Make all reasonable
efforts to obtain the information required for reporting. Answer
every question except where specifically exempt. Indicate when
only partial information is available.

Include on Form BE-12(SF) any banking operations owned 20
percent or more (including those that are majority-owned) using
the equity method of accounting. DO NOT report employment,
land, and other property, plant, and equipment and DO NOT
eliminate intercompany accounts (e.g., receivables or liabilities)
for banking operations reported using the equity method.

D. Estimates – If actual figures are not available, please provide
estimates and label them as such. When items cannot be fully
subdivided as required, provide totals and an estimated
breakdown of the totals.

For BE-12 reporting purposes, treat Financial Holding
Companies in the same manner as you would treat a BHC.
c. Special consolidation rules apply to U.S. affiliates that
are limited partnerships or that have an ownership
interest in a U.S. limited partnership. These rules can be
found on our web site at: www.bea.gov/ltdpartner12. Also see
instruction 6.b. on page 20 for additional information about
partnerships.

Certain sections of the Form BE-12(SF) require data that may not
normally be maintained in a company’s customary accounting
records. Precise answers for these items may present the respondent
with a substantial burden beyond what is intended by BEA. This may
be especially true for items 32 and 33, exports and imports of U.S.
affiliate on a shipped basis; items 40 through 45, distribution of sales
or gross operating revenues by whether the sales were goods,
investment income, or services, and the distribution of services by
transactor; and items 48 through 64, data disaggregated by State.
Therefore, the answers in these sections may be reasonable
estimates based upon the informed judgment of persons in the
responding organization, sampling techniques, prorations based on
related data, etc. However, the estimating procedures used should be
consistently applied on all BEA surveys.

d. A U.S. affiliate in which a direct ownership interest and an
indirect ownership interest are held by different foreign
persons should not be fully consolidated into another U.S.
affiliate, but must complete and file its own Form BE-12
report. (See diagram below.)
Foreign person B
Foreign

E. Space on form insufficient – When space on a form is
insufficient to permit a full answer to any item, provide the
required information on supplementary sheets, appropriately
labeled and referenced to the item number on the form.

U.S.

100%
U.S. affiliate X

IV. INSTRUCTIONS FOR SPECIFIC
SECTIONS OF THE REPORT FORM
30%
NOTE: Instructions in section IV. are cross referenced by number
to the items located on pages 2 to 12 of this form.

U.S. affiliate Y may not be fully consolidated into U.S. affiliate X
because of the 30 percent direct ownership by foreign person B.

2. Consolidation Rules

NOTE: Arrows connecting boxes represent direction of ownership.

Consolidated reporting by the U.S. affiliate – A U.S.
affiliate must file on a fully consolidated domestic U.S.
basis, including in the full consolidation all nonbank U.S.
business enterprises in which it directly or indirectly owns
more than 50 percent of the outstanding voting interest. The
fully consolidated entity is considered one U.S. affiliate.

If this exception applies, reflect the indirect ownership
interest, even if more than 50 percent, on the balance sheet
and income statement of the owning U.S. affiliate’s BE-12
report on an equity basis. For example, using the situation
shown in the diagram above, U.S. affiliate X must treat its 60
percent ownership interest in U.S. affiliate Y as an equity
investment. DO NOT eliminate intercompany accounts (e.g.,
receivables or liabilities) for affiliates not consolidated.

A foreign person holding real estate investments that are
reportable on the BE-12 must aggregate all such holdings.
See Instruction I.B. on page 18 for details.

FORM BE-12(SF) (REV. 12/2007)

60%
U.S. affiliate Y

PART I – IDENTIFICATION OF U.S. AFFILIATE

Do not prepare your BE-12 report using the proportionate
consolidation method. Except as noted in 2b. through d.,
consolidate all majority-owned U.S. affiliates into your BE-12
report.

Foreign person A

4. Reporting period – The report covers the U.S. affiliate’s 2007
fiscal year. The affiliate’s 2007 fiscal year is defined as the
affiliate’s financial reporting year that had an ending date in
calendar year 2007.

Page 19

Managing partners – If one general partner is
designated as the managing partner, responsible for the
day-to-day operations of the partnership, this does not
necessarily transfer control of the partnership to the
managing partner. If the managing partner must obtain
approval for annual operating budgets and for decisions
relating to significant management issues from the other
general partners, then the managing partner does not
have a 100 percent voting interest in the partnership.

IV. INSTRUCTIONS FOR SPECIFIC SECTIONS OF THE
REPORT FORM – Continued
Special Circumstances:
a. 52/53 week fiscal year – Affiliates having a "52/53 week"
fiscal year that ends within the first week of January 2008
are considered to have a 2007 fiscal year and should report
December 31, 2007 as their 2007 fiscal year end.
b. U.S. affiliates without a financial reporting year – If a
U.S. affiliate does not have a financial reporting year, its
fiscal year is deemed to be the same as calendar year 2007.

(2) Limited Partnerships
(a) Determination of voting interest – "Voting interest"
is defined in instructions 9-13 below. The determination
of the percentage of voting interest in a limited
partnership is based on who controls the partnership.
The percentage of voting interest is not based on the
percentage of ownership in the partnership’s equity. In
most cases, the general partner is presumed to control
a limited partnership, and therefore, have a 100 percent
voting interest in the limited partnership. If there is
more than one general partner, the partnership is
presumed to be controlled equally by each of the
general partners, unless a clause to the contrary is
contained in the partnership agreement. For example, if
a limited partnership has two general partners, and
nothing to the contrary is stated in the partnership
agreement, then each general partner is presumed to
have a 50 percent voting interest in the limited
partnership.

c. Change in fiscal year
(1) New fiscal year ends in calendar year 2007 – A U.S.
affiliate that changed the ending date of its financial
reporting year should file a 2007 BE-12 report that covers
the 12 month period prior to the new fiscal year end date.
The following example illustrates the reporting
requirements.
Example 1: U.S. affiliate A had a June 30, 2006 fiscal
year end date but changed its 2007 fiscal year end date to
March 31. Affiliate A should file a 2007 BE-12 report
covering the 12 month period from April 1, 2006 to
March 31, 2007.
(2) No fiscal year ending in calendar year 2007 – If a
change in fiscal year results in a U.S. affiliate not having
a fiscal year that ended in calendar year 2007, the affiliate
should file a 2007 BE-12 report that covers 12
months. The following example illustrates the reporting
requirements.

Limited partners do not normally exercise any control
over a limited partnership. Therefore unless a clause to
the contrary is contained in the partnership agreement,
limited partners are presumed to have zero voting
interest in a limited partnership. If a limited partnership
has one or more limited partners who are foreign
persons, the foreign limited partners are presumed to
have no voting interest, and, therefore, no direct
investment in the limited partnership.

Example 2: U.S. affiliate B had a December 31, 2006 fiscal
year end date but changed its next fiscal year end date to
March 31. Instead of having a short fiscal year ending in
2007, affiliate B decides to have a 15 month fiscal year
running from January 1, 2007 to March 31, 2008. Affiliate B
should file a 2007 BE-12 report covering a 12 month period
ending in calendar year 2007, such as the period from
April 1, 2006 to March 31, 2007.

Managing partners – See discussion under
"General Partnerships" above.

For 2008, assuming no further changes in the fiscal year end
date occur, affiliate B should file a BE-12 report covering the
12 month period from April 1, 2007 to March 31, 2008.

(b) Consolidation Rules
Special consolidation rules apply to U.S. affiliates
that are limited partnerships or that have an
ownership interest in a U.S. limited partnership.
These rules can be found on our web site at:
www.bea.gov/bea/ltdpartners12

5. Reporting for a U.S. business that became a U.S. affiliate
during fiscal year 2007 —
a. A U.S. business enterprise that was newly established
in fiscal year 2007 should file a report for the period
starting with the establishment date up to and ending on
the last day of its fiscal year that ended in calendar
year 2007. DO NOT estimate amounts for a full year of
operations if the first fiscal year is less than 12 months.

c. Limited Liability Companies (LLCs)
Determination of voting interest – "Voting interest" is
defined in instruction 9-13 below. The determination of the
percentage of voting interest in an LLC is based on who
controls the LLC. The percentage of voting interest is not
based on the percentage of ownership in the LLC’s equity.
LLCs are presumed to be controlled equally be each of its
members (owners), unless a clause to the contrary is
contained in the articles of organization or in the operating
agreement. For example, if an LLC has two members, and
nothing to the contrary is contained in the articles of
organization or in the operating agreement, then each
member is presumed to have a 50 percent voting interest in
the LLC; if there are three members, then each member is
presumed to have a one-third voting interest in the LLC.

b. A U.S. business enterprise existing before fiscal year
2007 that became a U.S. affiliate in fiscal year 2007
should file a report covering a full 12 months of operations.
6. Reporting by unincorporated U.S. affiliates
a. Directly owned vs. Indirectly owned
(1) Directly owned – Each unincorporated U.S. affiliate,
including a branch, that is directly owned 10 percent or more
by a foreign person should file a separate BE-12 report. Do
not combine two or more directly owned U.S. affiliates on a
single BE-12 report. The only exception is for U.S. affiliates
that are real estate investments. See Instruction I.B. on
page 18 and Instruction V.C. on page 23 for details on real
estate.
(2) Indirectly owned – Except as noted in the exceptions to
the consolidation rules on page 19, an indirectly owned
unincorporated U.S. affiliate that is owned more than 50
percent (voting interest) by another U.S. affiliate should be
fully consolidated on the report with the U.S. affiliate that
holds the voting interest greater than 50 percent. An
indirectly owned unincorporated U.S. affiliate owned 50
percent (voting interest) or less by another U.S. affiliate
should file a separate BE-12 report if no other U.S. affiliate
owns a voting interest of more than 50 percent.

8. U.S. affiliates NOT consolidated – Report investments in U.S.
business enterprises that are not consolidated and that are owned
20 percent or more (including those that are majority owned)
using the equity method of accounting. DO NOT report
employment, land, and other property, plant, and equipment and
DO NOT eliminate intercompany accounts (e.g., receivables or
liabilities) for holdings reported using the equity method.

b. Partnerships – Most partnerships are either general
partnerships or limited partnerships. A general partnership
usually consists of at least two general partners who together
control the partnership. A limited partnership usually consists
of at least one general partner and one limited partner. The
general partner usually controls a limited partnership. The
limited partner has a financial interest but does not usually
have any voting rights (control) in a limited partnership.

You may report immaterial investments using the cost method of
accounting if this treatment is consistent with your normal
reporting practice. Report investments owned less than 20 percent
in accordance with FAS 115 (Accounting for Certain Investments in
Debt and Equity Securities) or the cost basis of accounting.

Partners without voting rights (control) cannot have direct
investment in a partnership. Therefore, limited partners do not
usually have direct investment. The existence of direct investment
in a partnership is determined by the percentage of control
exercised by the partner(s). The percentage of control exercised by
a partner may differ from its financial interest in the partnership.
(1) General Partnerships
Determination of voting interest – "Voting interest" is
defined in instructions 9-13 on this page. The determination
of the percentage of voting interest of a general partner is
based on who controls the partnership. The percentage of
voting interest is not based on the percentage of ownership
in the partnership’s equity. The general partners are
presumed to control a general partnership. Unless a clause to
the contrary is contained in the partnership agreement, a
general partnership is presumed to be controlled equally by
each of the general partners. For example, if a partnership
has two general partners, and nothing to the contrary is
stated in the partnership agreement, each general partner is
presumed to have a 50 percent voting interest. If there are
three general partners, each general partner is presumed to
have a one-third voting interest, etc.

FORM BE-12(SF) (REV. 12/2007)

Managing member – If one member is designated as the
managing member responsible for the day-to-day operations
of the LLC, this does not necessarily transfer control of the
LLC to the managing member. If the managing member must
obtain approval for annual operating budgets and for
decisions relating to other significant management issues
from the other members, then the managing member does
not have a 100 percent voting interest in the LLC.

List all U.S. affiliates in which this U.S. affiliate has a voting
interest of at least 10 percent and that are not consolidated in
this Form BE-12(SF) on the Supplement B.
9-13
Ownership
Voting interest and Equity interest
a. Voting interest is the percent of ownership in the voting equity
of the U.S. affiliate. Voting equity consists of ownership interests
that have a say in the management of the company. Examples of
voting equity include capital stock that has voting rights, and a
general partner’s interest in a partnership. See instruction 6b(1)
and 6b(2)(a) above for information about determining the voting
interest for partnerships. See instruction 6c above for information
about determining the voting interest for Limited Liability
Companies.
b. Equity interest is the percent of ownership in the total equity
(voting and nonvoting) of the U.S. affiliate. Nonvoting equity
consists of ownership interests that do not have a say in the
management of the company. An example of nonvoting equity
is preferred stock that has no voting rights.

Page 20

The SOC and related information can be found at the Bureau of Labor
Statistics web site www.bls.gov. Using the A–Z index, select Standard
Occupational Classification System.

IV. INSTRUCTIONS FOR SPECIFIC SECTIONS OF THE
REPORT FORM – Continued
Voting interest and equity interest are not always equal.
For example, an owner can have a 100 percent voting interest in
a U.S. affiliate but own less than 100 percent of the affiliate’s
total equity. This situation is illustrated in the following example.
Example: U.S. affiliate A has two classes of stock, common and
preferred. There are 50 shares of common stock outstanding. Each
common share is entitled to one vote and has an ownership interest
in 1 percent of the total owners’ equity amount. There are 50 shares
of preferred stock outstanding. Each preferred share has an
ownership interest in 1 percent of the total owners’ equity amount
but has no voting rights. Foreign parent B owns all 50 shares of the
common stock. U.S. investors own all 50 shares of the preferred
stock. Since foreign parent B owns all of the voting stock, foreign
parent B has a 100 percent voting interest in U.S. affiliate A.
However, since all 50 shares of the nonvoting preferred shares are
owned by U.S. investors, foreign parent B has only a 50 percent
equity interest in the owners’ equity amount of U.S. affiliate A.

31. Research and Development (R&D) expenditures – R&D
includes basic and applied research in the sciences and
engineering. It also includes design and development of new
products and processes, and enhancement of existing products
and processes.
R&D includes activities carried on by persons trained, either
formally or by experience, in engineering, the physical sciences
such as chemistry and physics, the biological sciences such as
medicine, the mathematical and statistical sciences, and
computer science. R&D includes these activities if the purpose is
to do one or more of the following:
a. The planned, systematic pursuit of new knowledge or
understanding toward general application (basic research);
b. The acquisition of knowledge or understanding to meet a
specific, recognized need (applied research); and

15-20

c. The application of knowledge or understanding toward the
production or improvement of a product, service, process,
or method (development).

Industry classification of fully consolidated U.S. affiliate
Book Publishers and Printers – Printing books without
publishing is classified in international surveys industry (ISI) code
3231 (printing and related support activities) not ISI code 5111
(newspaper, periodical, book, and directory publishers).

Basic research is the pursuit of new scientific knowledge or
understanding that does not have specific immediate
commercial objectives, although it may be in fields of present or
potential commercial interest.

Real Estate Investment Trusts (REITS) – Report hybrid or
mortgage REITS in ISI code 5252 (Funds, trusts, and other financial
vehicles). Report all other REITS in ISI code 5310 (Real estate).

Applied research applies the findings of basic research or
other existing knowledge toward discovering new scientific
knowledge that has specific commercial objectives with respect
to new products, services, processes, or methods.

Part II – SELECTED FINANCIAL AND OPERATING DATA
OF U.S. AFFILIATE

Development is the systematic use of the knowledge or
understanding gained from research or practical experience
directed toward the production or significant improvement of
useful products, services, processes, or methods, including the
design and development of prototypes, materials, devices, and
systems.

26-28 EMPLOYEES AND EMPLOYEE COMPENSATION
Column (1) – Number of employees at close of FY 2007 –
Employment is the number of full-time and part-time employees on the
payroll at the end of FY 2007. If employment at the end of FY 2007, or
the count taken at some other time during FY 2007, was unusually high
or low because of temporary factors (e.g., a strike), give the number of
employees that reflects normal operations. If the business enterprise’s
activity involves large seasonal variations, give the average number of
employees for FY 2007. If given, the average should be the average for
FY 2007 of the number of persons on the payroll at the end of each
payroll period, month, or quarter. If precise figures are not available,
give your best estimate.

R&D includes the activities described above whether assigned
to separate R&D organizational units of the company or
carried out by company laboratories and technical groups not
a part of an R&D organization.
INCLUDE all costs incurred to support R&D. INCLUDE wages,
salaries, and related costs; materials and supplies consumed;
depreciation on R&D property and equipment, cost of
computer software used in R&D activities; utilities, such as
telephone, telex, electricity, water, and gas; travel costs and
professional dues; property taxes and other taxes (except
income taxes incurred on account of the R&D organization or
the facilities they use; insurance expenses; maintenance and
repair, including maintenance of buildings and grounds;
company overhead including: personnel, accounting,
procurement and inventory, and salaries of research
executives not on the payroll of the R&D organization.
EXCLUDE capital expenditures, expenditures for tests and
evaluations once a prototype becomes a production model,
patent expenses, and income taxes and interest.

Column (2) – Total employee compensation for FY 2007 – Base
employee compensation on payroll records related to activities
during the reporting period. Employee compensation consists of:
a. Wages and salaries are the gross earnings of all employees
before deduction of employees’ payroll withholding taxes,
social insurance contributions, group insurance premiums,
union dues, etc. Include time and piece rate payments, cost of
living adjustments, overtime pay and shift differentials,
bonuses, profit sharing amounts, and commissions. Exclude
commissions paid to persons who are not employees.
Wages and salaries include direct payments by employers for
vacations, sick leave, severance (redundancy) pay, etc. Include
employer contributions to benefit funds. Exclude payments made
by, or on behalf of, benefit funds rather than by the employer.

EXCLUDE expenditures for quality control; routine product
testing; market research; sales promotion, sales service, and
other nontechnological activities; routine technical services;
research in the social sciences or psychology; geological and
geophysical exploration activities, and advertising programs
to promote or demonstrate new products or processes.

Wages and salaries include in-kind payments, valued at their cost,
that are clearly and primarily of benefit to the employees as
consumers. Exclude expenditures that benefit employers as well
as employees, such as expenditures for plant facilities, employee
training programs, and reimbursement for business expenses.

32-33

b. Employee benefit plans are employer expenditures for all
employee benefit plans, including those required by government
statute, those resulting from a collective-bargaining contract, or
those that are voluntary. Employee benefit plans include Social
Security and other retirement plans, life and disability insurance,
guaranteed sick pay programs, workers’ compensation insurance,
medical insurance, family allowances, unemployment insurance,
severance pay funds, etc. If plans are financed jointly by the
employer and the employee, include only the contributions of the
employer.

NOTE: Goods shipped by an independent carrier or a freight
forwarder to or from the United States on behalf of and at the
expense of a U.S. affiliate are imports or exports of the U.S. affiliate.
BASIS FOR REPORTING U.S. TRADE IN GOODS DATA:
"Shipped" versus "Charged"

Standard Occupation Classification System (SOC) Groups – The
major SOC groups are as follows:
Managerial, professional and technical employees – Covers
employees in Standard Occupation Classification System (SOC) groups
11–29 listed below:
11-Management Occupations
13-Business and Financial Operations Occupations
15-Computer and Mathematical Occupations
17-Architecture and Engineering Occupations
19-Life, Physical, and Social Science Occupations
21-Community and Social Services Occupations
23-Legal Occupations
25-Education, Training, and Library Occupations
27-Arts, Design, Entertainment, Sports, and Media
Occupations
29-Healthcare Practitioners and Technical Occupations
All other employees – Covers employees in SOC groups 31–55 listed
below:
31-Healthcare Support Occupations
33-Protective Service Occupations
35-Food Preparation and Serving Related Occupations
37-Building and Grounds Cleaning and Maintenance
Occupations
39-Personal Care and Service Occupations
41-Sales and Related Occupations
43-Office and Administrative Support Occupations
45-Farming, Fishing, and Forestry Occupations
47-Construction and Extraction Occupations
49-Installation, Maintenance, and Repair Occupations
51-Production Occupations
53-Transportation and Material Moving Occupations
55-Military Specific Occupations

FORM BE-12(SF) (REV. 12/2007)

EXPORTS AND IMPORTS OF GOODS BY U.S. AFFILIATE

U.S. trade in goods is the physical movements of goods between
the customs area of the United States and the customs area of a
foreign country. Goods shipped by, or to, the U.S. affiliate whether
or not they were actually charged or consigned by, or to, the U.S.
affiliate, are considered to be trade of the U.S. affiliate.

Report U.S. trade in goods on this BE-12 report using the
"shipped" basis. The shipped basis looks at the physical
movement of goods. Data reported on the "shipped" basis for
exports are based on (i) when, (ii) to whom, and (iii) to where the
goods were shipped. Data reported on the "shipped" basis for
imports are based on (i) when, (ii) from whom, and (iii) from where
the goods were shipped. The "shipped" basis is the same basis on
which official U.S. trade statistics are kept and to which the trade
data reported on the BE-12 will be compared.
DO NOT REPORT the U.S. trade in goods data using the
"charged" basis. U.S. affiliates normally keep their accounting
records on a "charged basis." Data reported on the "charged" basis
are based on (i) when, (ii) to or from whom, and (iii) to or from
where goods are charged for accounting and bookkeeping
purposes. The "charged" basis may be used if there is no material
difference between it and the "shipped" basis. However, if there is
a material difference, the "shipped" basis must be used or
adjustments must be made to the "charged" basis data to
approximate a "shipped" basis. To adjust "charged" basis data to a
"shipped" basis it may be necessary to look at export and import
declarations filed with U.S. customs or shipping and receiving
documents to determine the physical movement of goods.
Differences between the "charged" and "shipped" basis may be
substantial. A major difference arises when a U.S. affiliate buys goods
in foreign country A and sells them in foreign country B. Because the
goods did not physically enter or leave the United States, they are
not U.S. trade. However, when the U.S. affiliate records the
transactions on its books, it would show a purchase charged to it
from country A and a sale charged by it to country B. If the U.S.
affiliate’s trade data in this survey were prepared on the "charged"
basis, the purchase and sale would appear incorrectly as a U.S.
import and U.S. export, respectively.

Page 21

IV. INSTRUCTIONS FOR SPECIFIC SECTIONS OF THE
REPORT FORM – Continued

i. Change in accounting estimate of provision for expected
stock option forfeitures under the inception method as
defined by FAS 123 (Share-Based Payment).

Timing – Only include goods actually shipped between the United
States and a foreign country during FY 2007 regardless of when the
goods were charged or consigned. For example, include goods
shipped by the U.S. affiliate in FY 2007 that were charged or
consigned in FY 2008, but exclude goods shipped in FY 2006 that
were charged or consigned in FY 2007.

Special instructions for (1) dealers in financial instruments,
finance and insurance companies, and (2) real estate companies.
(1) Dealers in financial instruments (including securities,
currencies, derivatives, and other financial instruments)
and finance and insurance companies – Include in item 35:

Valuation of exports and imports – Value U.S. goods exports and
imports f.a.s. (free alongside ship) at the port-of-exportation. INCLUDE
all costs incurred up to the point of loading the goods aboard the
export carrier at the U.S. or foreign port of exportation, including the
selling price at the interior point of shipment (or cost if not sold),
packaging costs, and inland freight and insurance. EXCLUDE all
subsequent costs such as loading costs, U.S. and foreign import
duties, and freight and insurance from the port of exportation to the
port of entry.

(a) Impairment losses as defined by FAS 115,
(b) Realized gains and losses on trading or dealing,
(c) Unrealized gains or losses, due to changes in the valuation
of financial instruments, that flow through the income
statement, and
(d) Goodwill impairment as defined by FAS 142.
EXCLUDE unrealized gains or losses, due to changes in the
valuation of financial instruments, that are taken to other
comprehensive income. Reflect such gains only in the ending
owners’ equity balance (line 24).

In-transit goods – Exclude the value of any goods that are in-transit.
In-transit goods are goods that are not processed or consumed by
residents in the intermediate country(ies) through which they transit;
the in-transit goods enter those countries only because those
countries are along the shipping lines between the exporting and
importing countries.

EXCLUDE income from explicit fees and commissions from
item 35. Include income from these fees and commissions as
part of your income from operations on lines 15 through 20 on
page 4.

In-transit goods are goods that are en route from one foreign
country to another via the United States (such as from Canada to
Mexico via the United States), and goods en route from one part of
the United States to another part via a foreign country (such as from
Alaska to Washington State via Canada).

(2) Real estate companies – Include in item 35:
(a) Impairment losses as defined by FAS 144, and
(b) Goodwill impairment as defined by FAS 142.

Capital goods – Include capital goods (e.g., manufacturing
equipment used to produce goods for sale) but exclude the value of
ships, planes, railroad rolling stock, and trucks that were temporarily
outside the United States transporting people or merchandise.

EXCLUDE the revenues earned and expenses incurred from the
sale of real estate you own. Such revenues should be reported
as operating income in items 20 (column 2) and 40, and as sales
of goods in item 41.

Consigned goods – Include consigned goods in the trade figures
when shipped or received, even though they are not normally
recorded as sales or purchases, or entered into intercompany
accounts when initially consigned.

40–45

Electricity and water – Report the value of electricity and water
exports and imports if the product value can be separated out from the
service value. Report ONLY the product value (electricity and water). DO
NOT report the service value (transmission and distribution).

Disaggregate the total sales or gross operating revenues into
sales of goods, investment income, and sales of services.
41. Sales of goods – Goods are normally outputs that are
tangible. Report as sales of goods:
• Mass produced media, including exposed film, video tapes,
DVD’s, audio tapes, and CD’s.

Natural gas distribution – INCLUDE the value of natural gas that is
exported or imported as trade in goods. However, EXCLUDE natural
gas that you do not produce or sell, but simply transmit for others
via a pipeline.

• Books. NOTE: Book publishers – To the extent feasible, report
as sales of services all revenues associated with the design,
editing, and marketing activities necessary for producing and
distributing books that you both publish and sell. If you cannot
unbundle (i.e., separate) these revenues from the value of the
books you sell, then report your total sales as sales of goods or
services based on the activity that accounts for a majority of
the value.

Packaged general use computer software – INCLUDE exports
and imports of packaged general use computer software. Value such
exports and imports at the full transactions value, i.e., including both
the value of the media on which the software is recorded and the
value of the information contained on the media. EXCLUDE receipts
or payments for customized software designed to meet the needs of
a specific user. This type of software is considered a service and
should not be reported as trade in goods. EXCLUDE receipts and
payments for software that is transmitted electronically rather than
physically shipped. Also, EXCLUDE negotiated licensing fees for
software to use on networks.

• Energy trading activities where you take title to the goods.
NOTE: If you act in the capacity of a broker or agent to
facilitate the sale of goods and you do not take title to the
goods, report your revenue (i.e., commissions) as sales of
services in item 43.

35. Certain realized and unrealized gains (losses) – Note: Please
read the following instructions carefully as they are keyed to
economic accounting concepts and in some cases may deviate
from what is normally required by U.S. Generally Accepted
Accounting Principles.

• Magazines and periodicals sold in retail stores. NOTE:
Report subscription sales as sales of services in item 43.
• Packaged general use computer software.
• Structures sold by businesses in real estate.

Report at gross amount before income tax effect. Report
gains (losses) resulting from:
a. Extraordinary, unusual, or infrequently occurring items
that are material. Include losses from accidental damage
or disasters, after estimated insurance reimbursement.
Include other material items, including writeups,
writedowns, writeoffs of tangible and intangible assets;
gains (losses) from the sale or other disposition of capital
assets; and gains (losses) from the sale or other
disposition of financial assets, including securities, to the
extent not included above. Exclude legal judgments;
b. Restructuring. Include restructuring costs that reflect write
downs or writeoffs of assets or liabilities. EXCLUDE actual
payments, or charges to establish reserves for future
actual payments, such as for severance pay, and fees to
accountants, lawyers, consultants, or other contractors;

DISTRIBUTION OF SALES OR GROSS OPERATING
REVENUES

• Revenues earned from building structures by businesses in
construction.
• Electricity, Natural gas, and Water. NOTE: Revenues derived
from transmitting and/or distributing these goods, as
opposed to revenues derived from the sale of the actual
product, should, to the extent feasible, be reported as sales
of services in item 43.
42. Investment income – Report dividends and interest generated
by finance and insurance activities as investment income. NOTE:
Report commissions and fees as sales of services in item 43.
43. Sales of services – Services are normally outputs that are
intangible. Report as sales of services:
• Advertising revenue.
• Commissions and fees earned by companies engaged in
finance and real estate activities.

c. Sale or disposition of land, other property, plant and
equipment, or other assets, and FAS 144 (Accounting for the
Impairment or Disposal of Long-Lived Assets) impairment
losses. DO NOT include gains or losses from the sale of
inventory assets in the ordinary course of trade or business.
Real estate companies, see special instructions below;

• Premiums earned by companies engaged in insurance
activities. NOTE: Calculate as direct premiums written
(including renewals) net of cancellations, plus reinsurance
premiums assumed, minus reinsurance premiums ceded,
plus unearned premiums at the beginning of the year,
minus unearned premiums at the end of the year.

d. Sales or other dispositions of financial assets, including
investment securities; FAS 115 (Accounting for Certain
Investments in Debt and Equity Securities) holding gains
(losses) on securities classified as trading securities; FAS 115
impairment losses; and gains and losses derived from
derivative instruments. Dealers in financial instruments
(including securities, currencies, derivatives, and other
financial instruments) and finance and insurance companies,
see special instructions below;

• Commissions earned by agents or brokers (i.e., wholesalers)
who act on behalf of buyers and sellers in the wholesale
distribution of goods. NOTE: Agents or brokers do not take
title to the goods being sold.
• Magazines and periodicals sold through subscriptions.
NOTE: Report magazines and periodicals sold through retail
stores, as sales of goods in item 41.

e. Goodwill impairment as defined by FAS 142 (Goodwill
and Other Intangible Assets);

• Newspapers.

f. DISPOSALS of discontinued operations. EXCLUDE income
from the operations of a discontinued segment. Report
such income as part of your income from operations in
items 15 through 20 on page 4;

• Software downloaded from the Internet, electronic mail, an
Extranet, Electronic Data Interchange network, or some
other online system.

• Pipeline transportation.

• Computer systems design and related services.

g. Remeasurement of the U.S. affiliate’s foreign-currencydenominated assets and liabilities due to changes in
foreign exchange rates during the reporting period;

• Negotiated licensing fees for software to be used on networks.
• Electricity transmission and distribution, Natural gas
distribution, and Water distribution.

h. The cumulative effect of a change in accounting principle;
and

FORM BE-12(SF) (REV. 12/2007)

Page 22

IV. INSTRUCTIONS FOR SPECIFIC SECTIONS OF THE
REPORT FORM – Continued

B. Railroad transportation companies – Railroad transportation
companies should include only the net annual balances for
interline settlement items (car hire, car repair, freight revenues,
switching revenues, and loss and damage settlements) in
items 22 and 23.

46-64
SCHEDULE OF EMPLOYMENT AND PROPERTY, PLANT,
AND EQUIPMENT, BY LOCATION

C. Real Estate – The ownership of real estate is defined to be
a business enterprise, and if the real estate is foreign owned,
it is a U.S. affiliate of a foreign person.

The Schedule of Employment and Property, Plant, and Equipment,
by Location covers the 50 States, the District of Columbia, and all
territories and possessions of the United States. Include in this
schedule only amounts pertaining to those U.S. business enterprises
that are fully consolidated into the reporting U.S. affiliate. DO NOT
consolidate or include amounts for foreign business enterprises or
operations, whether incorporated or unincorporated.

Residential real estate held exclusively for personal use and not
for profit making purposes is not subject to the reporting
requirements. A residence that is an owner’s primary residence
that is then leased by the owner while outside the United
States, but which the owner intends to reoccupy, is considered
real estate held for personal use and therefore not subject to
the reporting requirements. Ownership of U.S. residential real
estate by a corporation whose sole purpose is to hold the real
estate for the personal use of the owner(s) of the corporation is
considered to be real estate held for personal use and therefore
not subject to the reporting requirements.

Location of employees or of an asset is the U.S. State, territory, or
possession in which the person is permanently employed, or in
which the land or other property, plant, and equipment is physically
located and to which property taxes, if any, on such assets are paid.
For example, an employee carried on the payroll of a company
located in California who is on a duty assignment for one year or
less in Texas should be shown as being located in California, not
Texas. (If the duty assignment is for more than one year, show the
employee as being located in Texas, not California.)
Foreign – Except as noted below, exclude employees, land, and
other property, plant, and equipment, located outside of the United
States from the Schedule of Employment and Property, Plant, and
Equipment, By Location.
a. Employees normally located in the United States who are
on a temporary duty assignment outside of the country for
one year or less should be reported in the U.S. state,
territory, or possession where they are normally located.
b. Employees normally located in the United States who are on a
duty assignment outside of the country for more than one year
and carried on the payroll of the domestic U.S. affiliate should
be reported under the category "foreign." Exclude these
employees from the BE-12 report if they are carried on a
foreign payroll.
c. Real estate located outside the United States that is owned by
the U.S. affiliate and carried on its books but which generates
no revenues for, or reimbursements to, the U.S. affiliate should
be reported under the category "foreign." Real estate located
outside the United States that generates revenues for, or
reimbursements to, the U.S. affiliate, or that facilitates the
foreign operations of the U.S. affiliate is a foreign subsidiary
and should not be consolidated on this BE-12 report.
d. Machinery and similar equipment located outside the United
States at a foreign operating location or subsidiary that are
owned by the foreign operating location or subsidiary should
not be consolidated on this BE-12 report. However, if such
machinery or similar equipment are owned by the U.S. affiliate
and loaned or leased to the foreign operating location or
subsidiary then it should be reported on the state schedule as
"foreign."
e. Use the category "foreign" to report oil and gas sites that (1) are
owned by the U.S. affiliate; (2) are located outside of U.S. claimed
territorial waters; (3) are not incorporated in a foreign country; (4)
are not organized as a branch; and (5) do not otherwise have a
physical presence in a foreign country as evidenced by plant and
equipment or employees located in a foreign country.
f. Use the category "foreign" to report communication channels
that physically exist (i.e., are tangible) that are (1) located
outside of the United States, (2) owned by the U.S. affiliate, and
(3) carried directly on the U.S. affiliate’s books (i.e., not carried
on the books of a foreign affiliate owned by the U.S. affiliate).
Report satellites as other property, plant, and equipment.

Aggregation of real estate investments – A foreign person
holding real estate investments that are reportable on the BE-12 must
aggregate all such holdings for the purpose of applying the reporting
criteria (see instruction I.B. on page 18 of this form). File a single
BE-12 report covering the aggregated holdings. If on an aggregated
basis any one of the following three items – total assets (do not net
out liabilities), or sales or gross operating revenues, excluding sales
taxes, or net income after provision for U.S. income taxes – exceeds
$175 million (positive or negative), file Form BE-12(LF). If permission
has been received in writing from BEA to file on an non-aggregated
basis, you must report each real estate investment on a Form
BE-12(LF) if a Form BE-12(LF) would have been required on an
aggregated basis. Non-aggregated reports should be filed as a group
and you should inform BEA that they are all for one owner.
On page 1, for the name and address of the U.S. business
enterprise, BEA is not seeking a legal description of the property,
nor necessarily the address of the property itself. Because there
may be no operating business enterprise for a real estate
investment, what BEA seeks is a consistently identifiable name for
the investment (i.e., the U.S. affiliate) together with an address to
which report forms can be mailed so that the investment (affiliate)
can be reported on a consistent basis for each reporting period and
for the various BEA surveys.
Thus, on page 1 of the BE-12 survey forms the "name and
address" of the U.S. affiliate might be:
XYZ Corp. N.V., Real Estate Investments
c/o B&K Inc., Accountants
120 Major Street
Miami, FL XXXXX
If the investment property has a name, such as Sunrise Apartments,
the name and address on page 1 of the BE-12 survey forms might be:
Sunrise Apartments
c/o ABC Real Estate
120 Major Street
Miami, FL XXXXX
There are questions throughout the Form BE-12(SF) that may not
apply to certain types of real estate investments, such as the
employer identification number, the number of employees, and
exports and imports. In such cases, mark the items "none."
Joint ventures and partnerships – If a foreign person has a
direct or indirect voting ownership interest of 10 percent or more in
a joint venture, partnership, etc., that is formed to own and hold,
develop, or operate real estate, the joint venture, partnership, etc.,
in its entirety, not just the foreign person’s share, is a U.S. affiliate
and must be reported as follows:

Other property, plant, and equipment – Use the category "other
property, plant, and equipment" to report (1) items that frequently
switch locations such as aircraft, railroad rolling stock, ships of U.S.
registry, and vehicles engaged in interstate transportation, (2) items
such as pipelines, fiber optic cable, power lines, etc., located in more
than one state that cannot be allocated among specific states, (3)
satellites, underwater cable, and other communication channels that
are not located in a specific state, (4) property leased to others, except
land or buildings, under operating leases, and (5) property owned by a
foreign parent but which is in the possession of an unincorporated
U.S. affiliate in the United States.

1. If the foreign interest in the U.S. affiliate is directly held by
the foreign person then a BE-12 report must be filed by the
affiliate (subject to the aggregation rules discussed above).
2. If a voting interest of more than 50 percent in the U.S. affiliate
is owned by another U.S. affiliate, the owned affiliate must be
fully consolidated in the BE-12 report of the owning affiliate.
3. If a voting interest of 50 percent or less in the U.S. affiliate is
owned by another U.S. affiliate, and no U.S. affiliate owns a
voting interest of more than 50 percent, then a separate
BE-12 report must be filed by the owned affiliate. The BE-12
report(s) of the owning affiliate(s) must show an equity
investment in the owned affiliate.

V. SPECIAL INSTRUCTIONS
A. Insurance companies – Reporting should be in accordance with
U.S. Generally Accepted Accounting Principles not Statutory
Accounting Practices (SAP). For example, the BE-12 report should
include the following assets even though they are not acceptable
under SAP: 1. non-trusteed or free account assets, and 2.
nonadmitted assets such as furniture and equipment, agents’
debit balances, and all receivables deemed to be collectible.
Item on Form:
20

TOTAL SALES – Include items such as earned premiums,
annuity considerations, dividends, interest, and items of a
similar nature. Exclude income from unconsolidated affiliates.
Also exclude income that is to be reported in item 35, certain
realized and unrealized gains (losses).

TOTAL ASSETS – Include current items such as agents’
balances, uncollected premiums, amounts recoverable from
reinsurers, and other current notes and accounts receivable
(net of allowances for doubtful items) arising from the
ordinary course of business.

D. Farms – For farms that are not operated by their foreign
owners, the income statements and related items should be
prepared based on the extent to which the income from the
farm accrues to, and the expenses of the farm are borne by, the
owner. Generally this means that income, expenses, and gain
(loss) assignable to the owner should reflect the extent to
which the risk of the operation falls on the owner. For example,
even though the operator and other workers on the farm are
hired by a management firm, if their wages and salaries are
assigned to, and borne by, the farm operation being reported,
then the operator and other workers should be reported as
employees of that farm operation and the wages and salaries
should be included as an expense in the income statement.
EXAMPLES:
1. If the farm is leased to an operator for a fixed fee, the owner
should report the fixed fee in "total sales" and should report
the non-operating expenses that he or she may be
responsible for, such as real estate taxes, interest on loans,
etc., as expenses in the income statement.

TOTAL LIABILITIES – Include current items such as loss
liabilities, policy claims, commissions due, other current
liabilities arising from the ordinary course of business, and
long-term debt.

TOTAL OWNERS’ EQUITY – Include mandatory securities
valuation reserves that are appropriations of retained earnings.

CERTAIN REALIZED AND UNREALIZED GAINS (LOSSES) –
See special instructions for item 35. on page 22 of this form.

FORM BE-12(SF) (REV. 12/2007)

Page 23

2. If the farm is operated by a management firm that oversees
the operation of the farm and hires an operator, but the
operating income and expenses are assigned to the owner,
the income and expenses so assigned should be shown in
the requested detail in the income statement, and related
items, as appropriate. (The report should not show just one
item, i.e., the net of income less the management fee, where
the management fee includes all expenses.)

V. SPECIAL INSTRUCTIONS – Continued

3. If an owner or employee of a business enterprise resides
outside the country of location of the enterprise for one year
or more for the purpose of furthering the business of the
enterprise, and the country of the business enterprise is the
country of citizenship of the owner or employee, then such
owner or employee is considered a resident of the country of
citizenship, provided there is the intent to return to the
country of citizenship within a reasonable period of time.

E. Estates, trusts, and intermediaries
A FOREIGN ESTATE is a person and therefore may have direct
investment, and the estate, not the beneficiary, is considered to
be the owner.
A TRUST is a person but it is not a business enterprise. The
trust is considered to be the same as an intermediary, and should
report as outlined in the instructions for intermediaries below.

4. Individuals and members of their immediate family who are
residing outside their country of citizenship as a result of
employment by the government of that country – diplomats,
consular officials, members of the armed forces, etc. – are
considered to be residents of their country of citizenship.

For reporting purposes, the beneficiary(ies) of the trust, is (are)
considered to be the owner(s) for purposes of determining the
existence of direct investment, except in two cases: (1) if there is,
or may be, a reversionary interest, and (2) if a corporation or
other organization creates a trust designating its shareholders or
members as beneficiaries. In these two cases, the creator(s) of
the trust is (are) deemed to be the owner(s) of the investments of
the trust (or succeeding trusts where the presently existing trust
had evolved out of a prior trust), for the purposes of determining
the existence and reporting of direct investment.

VI. FILING THE BE-12
A. Due date – File a fully completed and certified Form BE-12(LF),
BE-12(SF), BE-12 Mini, or BE-12 Bank no later than May 31,
2008. If the U.S. affiliate is exempt from filing Form BE-12(LF),
BE-12(SF), BE-12 Mini, or BE-12 Bank, complete and file the
BE-12 Claim For Not Filing by May 31, 2008.

This procedure is adopted in order to fulfill the statistical purposes
of this survey and does not imply that control over an enterprise
owned or controlled by a trust is, or can be, exercised by the
beneficiary(ies) or creator(s).
FOR AN INTERMEDIARY:
1. If a U.S. intermediary holds, exercises, administers, or manages
a particular foreign direct investment in the United States for
the beneficial owner, such intermediary is responsible for
reporting the required information for, and in the name of, the
U.S. affiliate. Alternatively, the U.S. intermediary can instruct
the U.S. affiliate to submit the required information. Upon so
doing, the intermediary is released from further liability to
report, provided it has informed BEA of the date such
instructions were given and provides BEA the name and
address of the U.S. affiliate, and has supplied the U.S. affiliate
with any information in the possession of, or which can be
secured by, the intermediary that is necessary to permit the
U.S. affiliate to complete the required reports. When acting in
the capacity of an intermediary, the accounts or transactions of
the U.S. intermediary with a foreign beneficial owner are
considered as accounts or transactions of the U.S. affiliate with
the foreign beneficial owner. To the extent such transactions or
accounts are unavailable to the U.S. affiliate, BEA may require
the intermediary to report them.
2. If a foreign beneficial owner holds a U.S. affiliate through a
foreign intermediary, the U.S. affiliate may report the
intermediary as its foreign parent but, when requested, must
also identify and furnish information concerning the foreign
beneficial owner. Accounts or transactions of the U.S. affiliate
with the foreign intermediary are considered as accounts or
transactions of the U.S. affiliate with the foreign beneficial
owner.
F. Determining place of residence and country of
jurisdiction of individuals – An individual is considered a
resident of, and subject to the jurisdiction of, the country in
which he or she is physically located. The following
guidelines apply to individuals who do not reside in their
country of citizenship:
1. Individuals who reside, or expect to reside, outside their
country of citizenship for less than one year are considered
to be residents of their country of citizenship.
2. Individuals who reside, or expect to reside, outside their
country of citizenship for one year or more are considered
to be residents of the country in which they are residing,
except as provided in paragraphs 3 and 4 below.

FORM BE-12(SF) (REV. 12/2007)

B. Mailing report forms to a foreign address – BEA will
accommodate foreign owners that wish to have forms sent
directly to them. However, the extra time consumed in mailing
to and from a foreign place may make meeting filing deadlines
difficult. In such cases, please consider using BEA’s electronic
filing option. Go to our web site at www.bea.gov/efile for
details about this option. To obtain forms online go to:
www.bea.gov/fdi
C. Extensions – For the efficient processing of the survey and timely
dissemination of the results, it is important that your report be
filed by the due date. Nevertheless, reasonable requests for
extension of the filing deadline will be granted. Requests for
extensions of more than 30 days MUST be in writing and should
explain the basis for the request. You may request an extension
via email at be12/[email protected]. For extension requests of 30 days
or less, you may call BEA at (202) 606-5577. All requests for
extensions must be received NO LATER THAN the original due
date of the report.
D. Assistance – For assistance, telephone (202) 606-5577,
FAX (202) 606-5319, or send email to be12/[email protected].
Forms can be obtained from BEA’s web site at:
www.bea.gov/fdi
E. Annual stockholders’ report or other financial statements –
Please furnish a copy of your FY 2007 annual stockholders’ report
or Form 10K when filing the BE-12 report. If you do not publish an
annual stockholders’ report or file Form 10K, please provide any
financial statements that may be prepared, including the
accompanying notes. Information contained in these statements is
useful in reviewing your report and may reduce the need for
further contact. Section 5(c) of the International Investment and
Trade in Services Survey Act, Public Law 94-472, 90 Stat. 2059, 22
U.S.C. 3101-3108, as amended, provides that this information can
be used for analytical and statistical purposes only and that it must
be held strictly confidential.
F. Number of copies – File a single original copy of the form and
supplement(s). If you are not filing electronically, this should be
the copy with the address label on page 1, if such a labeled copy
has been provided by BEA. (Make corrections to the address on
the label, if necessary.) You should also retain a file copy of each
report for three years to facilitate resolution of any questions that
BEA may have concerning your report. (Both copies are protected
by law; see the statement on confidentiality on page 17.)

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File Type	application/pdf
File Modified	2007-12-14
File Created	2007-12-12