2007 BE-12 Mini 2007 BE-12 Mini

FORM

BE-12 Mini

(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
(MINI FORM)

DUE DATE: MAY 31, 2008
ELECTRONIC
FILING:

Go to www.bea.gov/efile for details

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.
Name of U.S. affiliate

OR

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

OR

Street or P.O. Box
1003 0

DELIVER
REPORTS
TO:

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

0998 0

ZIP Code

OR
FAX
REPORTS
TO:

State

City
1004 0
1

Foreign Postal Code

1005 0

(202) 606-1905*

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

OR

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.
Name of U.S. affiliate

ASSISTANCE
Email:

be12/[email protected]

Telephone:

(202) 606-5577

FAX:

(202) 606-5319

1300 0

Street or P.O. Box
1301 0

State

City

Copies of
blank forms:

0
1302 1

1304 0

www.bea.gov/fdi
ZIP Code

Definitions of key terms – See pages 6 and 7.

1303 0

IMPORTANT
Please review the Instructions starting on page 6 before completing this form. Insurance and real estate companies see
instructions Ι.C. and D. on page 6.
• Who must file Form BE-12 Mini – Complete Form BE-12 Mini if (1) you are NOT a bank, bank holding company, or
financial holding company and (2) none of the following three items – total assets (do not net out liabilities), sales or
gross operating revenues (excluding sales taxes), and 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. If you do not meet these filing criteria see instruction I.A. starting on page 6 to
determine which form to file.
• Accounting principles – If feasible use U.S. Generally Accepted Accounting Principles to complete Form BE-12
Mini 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 III.13 starting on page 7.
• 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

Mil.

Thous. Dols.

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 6 for more details.

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

Bil.

1000 0

Address 1029 0
1030 0

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

Date

1031 0

TELEPHONE
NUMBER
FAX NUMBER

1001

1 Area code

Number

0999

1 Area code

Number

2 Extension

0990 0 Print or type name
0992 1 Telephone number

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
Report all amounts in thousands of U.S. dollars.
Additional Instructions by line item are at the back of this form starting with Section III of the
instructions on page 7.
1. Enter Employer Identification Number(s) used by the U.S. affiliate to file income and payroll taxes.
Primary
Other
1006 1

2

–

–

2. 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 instruction 16a.(1) on page 8.
1101 1
1

1
2

Yes
No
Amount
Mil.
Thous. Dols.

Bil.

3. Total assets at the close of the fiscal year that ended
in calendar year 2007 – Do not net out liabilities.
4. Sales or gross operating revenues for the fiscal year
that ended in calendar year 2007, excluding sales
taxes – Do not give gross margin.
5. Net income (loss) for the fiscal year that ended in
calendar year 2007, after provision for U.S. Federal,
State, and local income taxes.

1
2109

$
1

2149
1

2159

1

1

6. Total liabilities at the close of the fiscal year that
ended in calendar year 2007.

2114

3

$

7. Number of employees at close of fiscal year that ended in calendar year 2007 –
See instruction 7 on page 7 on how to report employment (including how to report when
employment is subject to unusual variations).

Please check box
if total liabilities
are zero.
Number
3
1
2700

8. Major product(s) or service(s) of the 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.")
0
1163

9. Industry code of the fully consolidated U.S. affiliate – Enter the 4-digit International
Surveys Industry (ISI) code of the industry with the largest sales or gross operating
revenues. 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.

ISI Code
1
1164

10. Did any ONE of the following three items – total assets, sales or gross operating revenues
(excluding sales taxes), or net income (loss) – exceed $15 million at the end of, or for, the U.S.
affiliate’s fiscal year that ended in calendar year 2007?
1100 1

1

1

Yes – Skip to item 13 on page 4 but review the diagram on page 3 to assist you in
answering items 16 through 26.

2

No – On the remainder of this form, complete ONLY items 11 and 12.
DO NOT complete items 13 through 33.

11. Please enter the country of the foreign parent in the box below. The 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 in this
U.S. affiliate. See diagram on page 3 for an illustration of foreign parent.
Country of foreign parent
BEA USE ONLY
1
3016

12. Please enter the country of the ultimate beneficial owner (UBO) in the box below. 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 diagram on page 3 for an
illustration of UBO.
BEA USE ONLY
Country of UBO
1
3022
1

BEA USE ONLY

2598

Remarks

BEA USE ONLY
1200 1

2

3

4

5

1201 1

2

3

4

5

1202 1

2

3

4

5

1203 1

2

3

4

5

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

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PART I – Continued

ILLUSTRATION OF ULTIMATE BENEFICIAL OWNER (UBO), FOREIGN PARENT,
DIRECT FOREIGN OWNERSHIP, AND INDIRECT FOREIGN OWNERSHIP

Foreign Company X
(UBO)
Foreign Company Y is the foreign
parent but it is not the UBO
because it is more than 50
percent owned or controlled by
foreign Company X. Foreign
Company X is the UBO.

>50 Percent

Foreign Company Y
(Foreign Parent)

10 to 100 Percent
Foreign
United States
Foreign Company Y directly
owns 10 percent or more of the
voting rights of U.S. affiliate A.

U.S. affiliate A
10 to 100 Percent

U.S. affiliate B is indirectly
owned by foreign Company Y
through U.S. affiliate A.
U.S. affiliate A has a direct
ownership in U.S. affiliate B.

U.S. affiliate B

NOTE: Arrows connecting boxes represent direction of ownership. In the illustration above, if
foreign company Y does not have at least a 10 percent indirect voting interest in U.S. affiliate B,
then U.S. affiliate B is exempt from filing Form BE-12. In addition, if U.S. affiliate A owns more
than 50 percent of U.S. affiliate B, then the data for U.S. affiliate B should be consolidated on the
BE-12 report filed for U.S. affiliate A.

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

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PART II
NOTE: Complete items 13 through 33 ONLY if the answer to item 10 on page 2 is "Yes."
13. 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

Affiliate B should be consolidated on
the BE-12 report for 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

1

1

Yes

If "Yes" – Do not complete this report unless exception 13d described in the consolidation rules on
page 7 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 BE-12 Claim For Not Filing with item (e) completed on page 2. The BE-12 Claim For Not
Filing can be downloaded from our web site at: www.bea.gov/fdi

2

No

If "No" – Complete this report in accordance with the consolidation rules in instruction 13 on page 7.

14. REPORTING PERIOD – Reporting period instructions are found in instruction 14 on page 7.
If there was a change in fiscal year, please review instruction 14.c. on page 7.

Month Day
1007

Year

1

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

1
2

Month Day

Year

1009 1

Yes – If "Yes" – Enter date U.S. business enterprise became a U.S.
affiliate and see instruction 15 on page 7.
No

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 16a.(1) on page 8.
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 diagram on page 3 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
diagram on page 3 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 an
Close FY 2007 Close FY 2006
individual). For
individuals, see
instruction 16b. on page 8.
(1)
(2)
1

16.

2
.

1017

%

1

17.
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
diagram on page 3 for an illustration of ownership held
indirectly by a foreign parent.

1063

3
.

%

2
.

%

1

19.
20. Ownership held directly by all other persons (do
not list names)

%

Country of foreign
parent of U.S.
affiliate

1

18.

.

%

(3)
3

2
.

1018

BEA
USE
ONLY

1064

TOTAL of ownership interests –
Sum of items 16 through 20

.

%

2
.

%

1
1061

3

3
.

%

.

%

2
.

%

100.0%

100.0%

Enter the name and industry code of the foreign parent. If there is more than one foreign parent, list each and
its industry code on a separate sheet.
21. Enter name of foreign parent. If the foreign parent is an individual enter "individual."
3011

22.

0

Enter the foreign parent industry code, from the list of codes at the bottom of page 5, which 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

1

PLEASE CONTINUE WITH QUESTION 23 ON PAGE 5
FORM BE-12 Mini (REV. 12/2007)

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PART II – Continued
NAME, COUNTRY, AND INDUSTRY CODE OF ULTIMATE BENEFICIAL OWNER (UBO)
Furnish the name, country, and industry code of the UBO for each foreign parent. If there is more than one
foreign parent, list each on a separate sheet and give the name of its UBO and the UBO’s country of location and
industry code.

23.

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.M. on
page 7 for the complete definition of UBO. Also see the diagram on page 3.
Is the foreign parent 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. See diagram on page 3.
3019 1

24.

1

Yes – Skip to 26

2

No – Continue with 24

Enter the name of the UBO of the foreign parent. If the UBO is an individual, enter "individual." Identifying the
UBO as "bearer shares" is not an acceptable response.
3021

25.

1

0

Enter country of UBO. For individuals, see instruction 16b on page 8.

BEA USE ONLY
3022

26.

1

Enter the industry code of the UBO from the list of codes at the bottom of this page. 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

1

DO NOT USE CODE 14 UNLESS YOU RECEIVE PERMISSION FROM BEA.
Code "14" (holding company) is normally NOT a valid UBO industry code.
Amount
(1)

Report all amounts in thousands of U.S. dollars.
27. Dividends or earnings distributed – Enter amount of (a) dividends declared, excluding stock
and liquidating dividends, on common and preferred stock (if incorporated) or (b) earnings
distributed (if unincorporated). Report amounts before deduction of withholding taxes.
28. Total employee compensation for FY 2007 – Employee compensation is defined in
instruction 28 on page 8.
29. Expenditures for property, plant, and equipment for fiscal year that ended in calendar
year 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.
30. Gross book value (at historical cost) of all land and other property, plant, and
equipment, at the close of the fiscal year that ended in calendar year 2007.
31.

Bil.

Mil.

Thous. Dols.

1
2215

$
1

2253

$

1
2390

$
5

2799

$

Copy your answer from item 2 on page 2 of this report to the appropriate box below and
follow the applicable instructions.
1

1

1

Yes – Continue with item 32.

2

No – Skip to item 33.
Number

32. Number of acres of U.S. land owned. Exclude acres of mineral rights if you do not
own the land.

1
2354

Amount
(1)
Bil.

33. Research and development (R&D) expenditures for R&D performed BY the U.S.
affiliate – R&D is defined in instruction 33 on page 8.
BEA USE ONLY

Mil.

Thous. Dols.

1
2403

$
1

2599

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

16 Real estate (ISI code 5310)
17 Information (ISI codes 5111–5191)

02 Pension fund — Government run
03 Pension fund — Privately run

18 Professional, scientific, and technical services (ISI codes 5411–5419)
19 Other services (ISI codes 1150, 2132, 2133, 5321, 5329, and 5611–8130)

04 Estate, trust, or nonprofit organization (that part of ISI
code 5252 that is estates and trusts)
05 Individual

Manufacturing, including fabricating,
assembling, and processing of goods:
20 Food (ISI codes 3111–3119)

Private business enterprise, investment
organization, or group engaged in:

21
22
23
24

06 Insurance (ISI codes 5242, 5243, 5249)
07 Agriculture, forestry, fishing and hunting (ISI codes 1110–1140)
08 Mining (ISI codes 2111–2127)
09 Construction (ISI codes 2360–2380)
10 Transportation and warehousing (ISI codes 4810–4939)
11 Utilities (ISI codes 2211–2213)
12 Wholesale and retail trade (ISI codes 4231–4251 and 4410–4540)
13 Banking, including bank holding companies (ISI codes
5221 and 5229)
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 Mini (REV. 12/2007)

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Beverages and tobacco products (ISI codes 3121 and 3122)
Pharmaceuticals and medicine (ISI code 3254)
Other chemicals (ISI codes 3251–3259, except 3254)
Nonmetallic mineral products (ISI codes 3271–3279)

25 Primary and fabricated metal products (ISI codes 3311–3329)
26 Computer and electronic products (ISI codes 3341–3346)
27 Machinery manufacturing (ISI codes 3331–3339)
28 Electrical equipment, appliances and components (ISI
codes 3351–3359)
29 Motor vehicles and parts (ISI codes 3361–3363)
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)
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2007 BENCHMARK SURVEY OF
FOREIGN DIRECT INVESTMENT IN THE UNITED STATES
BE-12 MINI INSTRUCTIONS
NOTE: Instructions in section III are cross referenced by number to the items located on pages 2 to 5 of this form.
7. 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.

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 response is required from persons 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.

B. 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.

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).

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

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.

Foreign
U.S.

Respondent Burden – Public reporting burden for this Mini form is
estimated to vary from 25 minutes to 3 hours per response, with an
average of 50 minutes 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.

↓

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

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.

NOTE: Arrows connecting boxes represent direction of ownership
C. 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. nontrusteed or free account assets, and 2.
nonadmitted assets such as furniture and equipment, agents’
debit balances, and all receivables deemed to be collectible.

I. REPORTING REQUIREMENTS
A. Which form to file – Please review the questions below to
determine which form to file. Blank forms can be found at:
www.bea.gov/fdi

D. 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.

1. 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?

Residential real estate held exclusively for personal use and not
for profit making purposes is not subject to the reporting
requirements.

Yes – Continue with question 2. NOTE: Your business
is hereinafter referred to as a "U.S. affiliate."
No – File the BE-12 Claim For Not Filing by May 31, 2008.

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. File a single Form BE-12 to report the
aggregated holdings. If permission has been received in writing
from BEA to file on an non-aggregated basis, the reports should
be filed as a group and you should inform BEA that they are all for
one owner. Each non-aggregated report must be filed on the same
type of report (i.e., BE-12 Mini, BE-12(SF), or BE-12(LF)) that would
have been required if an aggregated report was filed.

2. Is this U.S. affiliate a bank, bank holding company, or
financial holding company?
Yes – File Form BE-12 Bank by May 31, 2008.
No – Continue with question 3.
3. Were more than 50 percent of the voting rights in this U.S.
affiliate owned by another U.S. affiliate before the end of this
U.S. affiliate’s fiscal year that ended in calendar year 2007?

II. DEFINITIONS OF KEY TERMS

Yes – Continue with question 4.
No – Skip to question 5.
4. 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 III.13 on page 7.)
Yes – Continue with question 5.
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.

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.
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. Foreign person means any person resident outside the United
States or subject to the jurisdiction of a country other than the
United States.

5. 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 fiscal year that ended in calendar year 2007?

E. 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.

Yes – Continue with question 6.
No – File Form BE-12 Mini by May 31, 2008.

F. 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.

6. 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.)

G. 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.

Yes – Continue with question 7.
No – File Form BE-12(SF) by May 31, 2008.

BE-12 Mini (REV. 12/2007)

Foreign person A

Page 6

II. DEFINITIONS OF KEY TERMS – Continued
H. Branch means the operations or activities conducted by a person in
a different location in its own name rather than through an
incorporated entity.
I. 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.
J. U.S. affiliate means an affiliate located in the United States in
which a foreign person has a direct investment.

b. Do not consolidate banking activities. If the nonbank U.S.
affiliate reporting on Form BE-12 Mini 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 Mini. Banks are required to file a
separate BE-12 Bank report.
Include on Form BE-12 Mini any banking operations owned 20
percent or more (including those that are majority-owned)
using the equity method of accounting. DO NOT eliminate
intercompany accounts (e.g., receivables or liabilities) for
banking operations reported using the equity method.
For BE-12 reporting purposes, treat Financial Holding
Companies in the same manner as you would treat a BHC.

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.

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.

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.

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.)

K. 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.
L. 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.

Foreign person B

Foreign person A

Foreign
U.S.

100%
30%

M. 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.

U.S. affiliate X
60%
U.S. affiliate Y

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.
III. INSTRUCTIONS FOR SPECIFIC SECTIONS OF THE
REPORT FORM

NOTE: Arrows connecting boxes represent direction of ownership

NOTE: Instructions in section III are cross referenced by number to the
items located on pages 2 to 5 of this form.
7.

Number of employees at close of fiscal year that ended in
calendar year 2007 – Employment is the number of full-time
and part-time employees on the payroll at the end of FY 2007.
EXCLUDE contract workers and other workers not carried on the
payroll of the U.S. affiliate. A count taken during, rather than at
the end of, FY 2007 may be used provided it is a reasonable
estimate for the end of FY 2007 number. 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.

13. Consolidation Rules

14. 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.
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.
c. Change in fiscal year

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.

(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.

A foreign person holding real estate investments that are
reportable on the BE-12 must aggregate all such holdings. See
Instruction 1.D. on page 6 for details.
Do not prepare your BE-12 report using the proportionate
consolidation method. Except as noted in b. through d. below,
consolidate all majority-owned U.S. affiliates into your BE-12 report.
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 Mini using the equity method of accounting. DO NOT
eliminate intercompany accounts (e.g., receivables or liabilities)
for affiliates not consolidated.
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 unconsolidated U.S. affiliate must file its
own Form BE-12(LF), BE-12(SF), BE-12 Mini, or BE-12 Bank.
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 eliminate intercompany
accounts (e.g., receivables or liabilities) for investments reported
using the equity method.

BE-12 Mini (REV. 12/2007)

If this exception applies, reflect the indirect ownership interest,
even if more than 50 percent, on 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.

Page 7

(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.
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.
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.
15. Reporting for a U.S. business that became a U.S. affiliate
during it’s fiscal year that ended in calendar 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.
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.

33.

III. INSTRUCTIONS FOR SPECIFIC SECTIONS OF THE
REPORT FORM — Continued
16a. Voting interest and Equity interest
(1) 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.

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.

(2) 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.
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. Because foreign parent B owns all
of the voting stock, foreign parent B has a 100 percent voting
interest in U.S. affiliate A. However, because all 50 of the
nonvoting preferred shares are owned by U.S. investors, foreign
parent B has only a 50 percent interest in the owners’ equity
amount of U.S. affiliate A.
16b. 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.

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

(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.

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.

(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.

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.

(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 the
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.
(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.
28.

Research and development expenditures – Report all
research and development (R&D) performed BY the U.S. affiliate
for its own account or for others, including the foreign parent
group and affiliates owned by the U.S. affiliate. Include all costs
incurred in performing R&D, including depreciation,
amortization, wages and salaries, taxes, materials and supplies,
allocated overhead, and indirect costs. Exclude the cost of all
R&D funded by the U.S. affiliate but performed by others.

Total employee compensation – Base compensation on
payroll records. Employee compensation must cover
compensation charged as an expense on the income statement,
charged to inventories, or capitalized during the reporting period.
Exclude employee compensation related to activities of a prior
period, such as compensation capitalized or charged to
inventories in prior periods. 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.
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.
b. Employee benefit plans – are employer expenditures for all
employee benefit plans, including those required by
government statute, those resulting from a collectivebargaining 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.

BE-12 Mini (REV. 12/2007)

Page 8

IV. FILING THE BE-12
A. Due date – File a fully completed and certified Form BE-12
Mini no later than May 31, 2008. If the U.S. affiliate is exempt
from filing Form BE-12 Mini, complete and file the BE-12 Claim
For Not Filing by May 31, 2008.
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 normally 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 due date of the report.
D. Annual stockholders’ report or other financial
statements – Please furnish a copy of your FY 2007 annual
report or Form 10K when filing the BE-12 report. If you do not
publish an annual stockholders’ report or 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.
E. Number of copies – File a single original copy of the form. 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 6.)