Form BE-12B Form BE-12B Benchmark Survey of Foreign Direct Investmen

Benchmark Survey of Foreign Direct Investment in the United States - 2017

2012 BE12B

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

OMB: 0608-0042

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FORM BE-12B (REV 3/2012)

OMB No. 0608-0042: Approval Expires 02/28/2015
BE-12 Identification Number

2012 BENCHMARK SURVEY OF FOREIGN DIRECT INVESTMENT IN THE UNITED STATES
MANDATORY — CONFIDENTIAL
FORM BE–12B

Name and address of U.S. business affiliate

Due date: May 31, 2013
1002

Electronic filing:

Name of U.S. affiliate

www.bea.gov/efile
1010

c/o (care of)

Mail reports to:
1003

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

Street or P.O. Box

1004

City

State

0998

Deliver reports to:
1005

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

ZIP Code

OR Foreign Postal Code

Assistance: E-mail: be12/[email protected]

Telephone: (202) 606-5615

Copies of blank forms: www.bea.gov/fdi

Fax reports to:

Include your BE–12 Identification Number with all requests.

(202) 606–1905*

Who must file BE–12B — Form BE-12B must be filed for a U.S. affiliate with total assets, sales or gross operating revenues, or net income
greater than $60 million (positive or negative), except for majority-owned affiliates with total assets, sales or gross operating revenues, or net
income greater than $300 million (positive or negative) (a BE-12A is required for these affiliates). For more information on filing requirements, see
instruction I.2 on page 21. If you do not meet these filing criteria, see instruction I.A.1 on page 20 to determine which form to file.
Mandatory, Confidentiality, Penalties
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 19 for more details.
Person to consult concerning questions about this report —
Enter name and address
1000

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, in accordance with
instruction III.C on page 22, estimates may have been provided.

Name
0

1029

Address
0

1030

1031

Authorized official’s signature

0990

Date

Print or type name

0991

Telephone number

0993

1001

Telephone number

Area code

Number

Extension

0992

Print or type title
0

Fax number
0

May fax and/or e-mail be used in correspondence between your enterprise and BEA?
* Note — 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

E-mail:

1
1

1032

Fax:

1
1

1
2

FORM BE-12B (REV 3/2012)

Yes (If yes, enter your e-mail address)
No
Yes (If yes, enter your fax number)
No

E-mail address
0

1028

Fax number
0

0999

Part I – Identification of U.S. Affiliate
IMPORTANT
Review the instructions starting on page 19 before completing this form. Insurance and real estate companies see special instructions starting
on page 27.
• Accounting principles — If feasible use U.S. Generally Accepted Accounting Principles to complete Form BE–12 unless you
are requested to do otherwise by a specific instruction. References in the instructions to Financial Accounting Standards Board
Accounting Standards Codification Topics are referred to as “FASB ASC”.
• U.S. affiliate’s 2012 fiscal year — The affiliate’s financial reporting year that had an ending date in calendar year 2012.
• Consolidated reporting — A U.S. affiliate must file on a fully consolidated domestic U.S. basis, including in the consolidation
ALL U.S. business enterprises proceeding down each ownership chain whose voting securities are more than 50 percent owned
by the U.S. business enterprise above. The consolidation rules are found in instruction IV.2 starting on page 22.
• Rounding — Report currency amounts in U.S. dollars rounded to thousands (omitting 000).
$ Bil.
Do not enter amounts in the shaded portions of each item.
Example — If amount is $1,334,891.00 report as:................................................................................................

Mil.

Thous.

Dols.

335

000

1 Which financial reporting standards will you use to complete this BE–12 report?
NOTE — The BE-12 report should be completed using U.S. Generally Accepted Accounting Principles (U.S. GAAP). If using U.S.
GAAP to complete this report is highly burdensome, or otherwise not feasible, you may use other financial reporting standards,
preferably with adjustments to correct for any material differences between U.S. GAAP and the reporting standards used.
1399 1
1

U.S. Generally Accepted Accounting Principles

International Financial Reporting Standards (as promulgated by, or adapted from, the International Accounting Standards Board)
NOTE — Do not prepare your BE–12 report using the proportionate consolidation method.

Other reporting standards — Specify the reporting standards used

2 Is more than 50 percent of the voting interest in this U.S. business enterprise owned by another U.S. affiliate of the foreign
parent (see the diagram below)?
1400 1

Yes

If “Yes” — Do not complete this report unless exception 2c described in the consolidation rules on page 23 applies.
If this exception does not apply, 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 3 of that form. The BE–12 Claim for Not Filing can be downloaded from BEA’s Web site at:
www.bea.gov/fdi

If “No” — Complete this report in accordance with the consolidation rules starting on page 22.

CONSOLIDATION OF U.S. AFFILIATES
Foreign parent

Foreign

10 to 100 percent

United States
U.S. business enterprise B should be consolidated
on the BE–12 report for U.S. business enterprise A
because U.S. business enterprise B is more than 50
percent owned by U.S. business enterprise A.

U.S. business enterprise A

> 50 percent

U.S. business enterprise B

FORM BE-12B (REV 3/2012)

Page 2

Part I – Identification of U.S. Affiliate - Continued
3 Enter Employer Identification Number(s) used by the U.S. affiliate to file income and payroll taxes.
Other

Primary

1006 1

–

4 Reporting period — Reporting period instructions are found in instruction 4 on page 23. If there was a change in fiscal year, review
instruction 4.b. on page 23.
Month

Day

Year

This U.S. affiliate’s fiscal year ended in calendar year 2012 on.......................................................................

1007

__ __ / __ __ / 2 0 1 2

Example — If the fiscal year ended on March 31, report for the 12-month period ended March 31, 2012.
NOTE — Affiliates with a fiscal year that ended within the first week of January 2013 are considered to have a 2012 fiscal year and should
report December 31, 2012, as their 2012 fiscal year end.

5 Did the U.S. business enterprise become a U.S. affiliate during its fiscal year that ended in
calendar year 2012?
1008 1
1

1 2

Month

Yes

If “Yes” — Enter the date the U.S. business enterprise became a U.S. affiliate and see
instruction for item 5 on page 23 to determine how to report for the first time.......................

MM/DD/YYYY
Day
Year

1
1009

__ __ / __ __ / __ __ __ __

NOTE — For a U.S. business enterprise that became a U.S. affiliate during its fiscal year that ended in
calendar year 2012, may leave the close FY 2011 data columns blank.

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

Yes

No – Reporting rules for unincorporated affiliates are found in instructions for item 6 starting on page 23.
Reporting rules for real estate are found in instruction V.C. starting on page 27.

7 U.S. business enterprises fully consolidated in this report – U.S. business enterprises that are more than 50-percent owned should be
fully consolidated in this report, except as noted in the consolidation rules starting on page 22. Banks see instruction I.C. on page 21 for
aggregated reporting rules.
Enter the number of U.S. business enterprises consolidated in this report in the box below. Hereinafter they are considered to be one U.S.
affiliate. If the report is for a single U.S. business enterprise, enter “1” in the box below. Exclude from the consolidation all foreign business
enterprises or operations owned by this U.S. affiliate.
1012

If number is greater than one, complete the Supplement A on page 15.

8 U.S. affiliates NOT fully consolidated – See instruction for item 8 on page 24.

Number of U.S. affiliates, in which this U.S. affiliate has an ownership interest, that are NOT fully consolidated in this
report.
1013

If number is not zero, complete the Supplement B on page 17.
The U.S. affiliate named on page 1 must include data for unconsolidated U.S. affiliates on an equity basis,
or using fair value accounting, or, if less than 20 percent owned, in accordance with FASB ASC 320
(formerly FAS 115) or the cost method of accounting. The U.S. affiliate named on page 1 also must notify the
unconsolidated U.S. affiliates of their obligation to file a BE-12 in their own names (see page 20 to determine
the appropriate form for these affiliates to file).

FORM BE-12B (REV 3/2012)

Page 3

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 (or an equivalent interest if an
unincorporated affiliate). “Voting interest” is defined in instructions for items 9–13 starting on page 24.
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. The country of foreign parent is the country of incorporation or organization if the parent is a business enterprise,
or of residence if the parent is an individual. For individuals, see instruction V.G. on page 29.
Voting interest

Country of
foreign parent

Name of each direct owner

BEA
USE
ONLY

Close FY 2012 Close FY 2011
(1)

(2)

Ownership held directly by foreign parent(s) of this affiliate—see example 1 below.
Enter name and country of each foreign parent with direct ownership—if more than 2, continue on separate sheet.
9

--Select Country-- 1017

--Select Country-- 1018

1
1

___

_ % 2_ _ _

Ownership held directly by all U.S. affiliates of the foreign parent(s) — see example 2 below. Enter name of each U.S. affiliate that owns this affiliate
and the country of the foreign parent — if more than 2, continue on separate sheet.
1

--Select Country--

--Select Country-- 1064

1063
1
1

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

1061

TOTAL — Sum of items 9 through 13 .................................................................................................

___

_% _ _ _

___

_% _ _ _

2
2

100.0%

3
3
3

100.0%

EXAMPLES OF DIRECT AND INDIRECT FOREIGN OWNERSHIP
Example 1 – Ownership held directly by a foreign parent

Example 2 – Ownership held directly by all U.S. affiliates of the foreign
parent(s)
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 parent

10 to 100 percent

Foreign company Y
(Foreign parent)

Foreign
United States
U.S. affiliate A

10 to 100 percent
U.S. affiliate B is indirectly owned by the
foreign parent through U.S. affiliate A. U.S.
affiliate A has a direct ownership interest in
U.S. affiliate B.

Foreign
United States
U.S. affiliate

U.S. affiliate B

BEA USE ONLY
1200

1201

1202

1203

FORM BE-12B (REV 3/2012)

Page 4

Direct Ownership – Continued
Use only if you need to enter more owners from part I (items 9 and 10) on the previous page.

Ownership held directly by
foreign parent(s) of this U.S.
affiliate – Give name of each
foreign parent with direct
ownership.

Country of
incorporation or
organization (if a
business enterprise)
or residence (if an
individual). For
individuals, see
instruction 16b. on
page 8.

REPORTING PERIOD
BEA
USE
ONLY

Close FY
2011

Close FY
2012

Indirect Ownership – Continued
Use only if you need to enter more owners from part I (items 11 and 12) on the previous page.

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.

Country of
incorporation or
organization (if a
business enterprise)
or residence (if an
individual). For
individuals, see
instruction 16b. on
page 8.

REPORTING PERIOD
Close FY
2012

BEA
USE
ONLY

Close FY
2011

Part II – Financial and Operating Data of U.S. Affiliate
Section A – INDUSTRY CLASSIFICATION AND TOTAL SALES OF FULLY CONSOLIDATED U.S. AFFILIATE
14 What is (are) the major product(s) and/or service(s) of the fully consolidated 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

Enter the 4-digit International Surveys Industry (ISI) code(s) and the sales associated with each code in items 15 through 18 .
Column 1: ISI Code – See the Summary of Industry Classifications on page 18; for a full explanation of each code, see the Guide to Industry
Classifications for International Surveys, 2012 located at www.bea.gov/naics2012. For an inactive affiliate, base the industry classification(s) on its last
active period; for “start-ups” with no sales, show the intended activities. Holding company (ISI code 5512) is often an invalid industry classification for
a conglomerate. A conglomerate must determine its industry code based on the activities of the fully consolidated domestic U.S. business enterprise.
Book publishers, printers, and real estate investment trusts see instructions 15–20 on page 25.
Column 2: Sales –
INCLUDE

EXCLUDE

• Total sales or gross operating revenues, excluding sales taxes –
returns, allowances, and discounts.

• Investment gains and losses reported in item 51 .
• Sales or consumption taxes levied directly on the consumer.

• Fees and commissions

• Excise taxes levied directly on manufacturers, wholesalers, and
retailers.

• Revenues generated during the year from the operations of a
discontinued business segment.

• Gains (losses) from DISPOSALS of discontinued operations and
gains and losses from derivative instruments.

• ONLY finance and insurance companies and units should report
dividends and interest. Companies involved with repos and
reverse repos see instructions 15–20 on page 25.

• Dividends and interest earned by non-finance and noninsurance companies and units.

• Total income of holding companies including income (loss)
from equity investments in unconsolidated U.S. and foreign
business enterprises, certain gains (losses), other income, plus
sales and gross operating revenue, if any.

Sales
(2)

ISI code
(1)

--Select ISI CODE-15 Enter code of industry with largest sales.......................................................................................................
--Select ISI CODE-16 Enter code of industry with 2nd largest sales . .............................................................................................
--Select ISI CODE-17 Enter code of industry with 3rd largest sales.................................................................................................
--Select ISI CODE-18 Enter code of industry with 4th largest sales.................................................................................................

$ Bil. Mil. Thous. Dols.

000

1164

000

1165
1166

000

1167

000
2

19 Sales not accounted for above – Items 15 through 18 must all have entries if amounts are entered
in this item.....................................................................................................................................................
20 Total sales or gross operating revenues (excluding sales taxes) – Sum of items 15 through 19 ,
column 2........................................................................................................................................................

000
1173
2

000
1174

$ Bil. Mil. Thous. Dols.

Section B – OTHER FINANCIAL AND OPERATING DATA FOR FY 2012

21 Net income (loss) – after provision for U.S. Federal, state, and local income taxes.........................................................

000

2159
1

22 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. INCLUDE wages and salaries and employee benefit plans. EXCLUDE compensation related to
activities of a prior period, such as compensation capitalized or charged to inventories in prior periods. EXCLUDE
compensation of contract workers and other workers not carried on the payroll of this U.S. affiliate. See instruction
for item 22 on page 25........................................................................................................................................................
23 Research and development (R&D) performed BY the U.S. affiliate — 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 R&D funded by the U.S. affiliate but
performed by others. See instruction for item 23 starting on page 25................................................................................

2390

25 Gross book value of all land and other property, plant, and equipment at close of FY 2012.......................................

2397

BEA USE ONLY
Page 5

000

2403

24 Expenditures for land and other property, plant, and equipment — 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 in this item......................................

FORM BE-12B (REV 3/2012)

000

2253

000
1

2597

000

Part II – Financial and Operating Data of U.S. Affiliate – Continued
Section C – U.S. TRADE IN GOODS BY U.S. AFFILIATE ON A SHIPPED BASIS
Report the value of goods exported and imported by the U.S. affiliate during the fiscal year that ended in calendar year 2012.
EXCLUDE services. Software publishers see the discussion under packaged general use computer software on page 26.
Report amounts on a “shipped basis.” See instructions for items 26–27 on page 26 for details of what to include in these items.
26 Exports, including capital goods – Shipped by U.S. affiliate to foreign persons (valued f.a.s. U.S. port).......................

$ Bil. Mil. Thous. Dols.
1

000

2502
1

27 Imports, including capital goods – Shipped to U.S. affiliate by foreign persons (valued f.a.s. foreign port).................... 2515
Close FY 2012

Section D – BALANCE SHEET

$ Bil. Mil. Thous. Dols.

For insurance companies, see special instructions starting on page 27.

28 Total assets................................................................................

000

2109
1

29 Total liabilities............................................................................

000

2114

1 3

Check box if total liabilities are zero

30 Total owners’ equity — Item 28 minus item 29 . ....................

000

2120

Section E – EMPLOYMENT BY LOCATION
31 Did the U.S. affiliate have more than 500 employees in the fiscal year that ended in calendar year 2012
(EXCLUDE contract workers and other workers not carried on the payroll of this U.S. affiliate)?
1102

1
1

Yes – Provide data for the fifteen states in which this affiliate had the most employees.

No – Provide data for the five states in which this affiliate had the most employees.

1 3

Check box if you have
no employees

STATE – Enter name
(if applicable, enter name of U.S. territory or possession, or
U.S. off-shore oil and gas sites, in the items below.)
NOTE — If the affiliate has employees
in additional states, beyond the number
requested above, sum the remaining states
in item 47.

32 --Select State--

Include only employees of those U.S.
business enterprises that are fully
consolidated into the reporting U.S. affiliate.

34 --Select State--

Do not consolidate or include employees of
foreign business enterprises or operations,
whether incorporated or unincorporated.

36 --Select State--

Include all employees on the payroll at the
end of the fiscal year that ended in calendar
year 2012, including part-time employees.
EXCLUDE contract workers.

38 --Select State--

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.
Location of employees is the U.S. state,
territory, or possession in which the person
is permanently employed.
Reporting employment (including how
to report when employment is subject to
unusual variations) is discussed in more
detail in instructions for items 31–48 on
page 26.

Number of employees at
the end of FY 2012
3

33 --Select State--

35 --Select State--

37 --Select State--

39 --Select State--

40 --Select State--

41 --Select State--

42 --Select State--

43 --Select State--

44 --Select State--

45 --Select State--

46 --Select State--

Employment not accounted for above

TOTAL – Sum of items 32 through 47

2764
3
2700

49 Administrative office and other auxiliary employees – Of the total number of employees reported
in item 48 , how many are administrative office and other auxiliary unit employees? INCLUDE
employees at corporate headquarters, central administrative, and regional offices, and operating units
that provide administration and management or support services (such as accounting, data processing,
legal, research and development and testing, and warehousing) to more than one U.S. operating unit.
EXCLUDE employees that provide administration and management or support for only one unit..... 1178
BEA USE ONLY
FORM BE-12B (REV 3/2012)

Page 6

Number of administrative
and other auxiliary employees
3

1
2598

000

Part II – Financial and Operating Data of U.S. Affiliate – Continued
Section F — OTHER FINANCIAL AND OPERATING DATA (MAJORITY-OWNED U.S. AFFILIATES)
50 Did the sum of the ownership interests (both direct and indirect) held by ALL foreign parents in the voting securities (or an
equivalent interest) of this U.S. affiliate (the sum of items 9 through 12 , including any interests listed on a separate sheet)
EXCEED 50 percent as of the end of the U.S. affiliate’s fiscal year that ended in calendar year 2012? “Voting interest” is defined in
instructions for items 9–13 starting on page 24.
1101

Yes – Continue with item 51 .

No – Skip to item 61 , then continue on page 8.

NOTE: Complete items 51 through 60 ONLY if item 50 is answered “Yes”

$ Bil.

Mil.

Thous. Dols.

51 Certain gains (losses), included in item 21 , net income (loss) – Report at gross amount before income tax
effect. Report income tax effect in item 52 . See instruction for item 51 starting on page 26 for details of what to
include in this item............................................................................................................................................................. 2151

000
1

52 Income taxes – Provision for U.S. Federal, state, and local incomes taxes. INCLUDE the income tax effect of
certain gains (losses) reported in item 51 . EXCLUDE production royalty payments....................................................... 2156

000
1

53 Interest income from all sources (including foreign parents and affiliates), after deduction of taxes withheld
by the payer. Do not net against interest expense (item 54 ).......................................................................................... 2400

000
1

54 Interest expense plus interest capitalized, paid or due to all payees (including to foreign parents and
affiliates), before deduction of U.S. tax withheld by the affiliate. Do not net against interest income (item 53 )....... 2401

000
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), distribute
the sales as goods or services based on a best estimate of the value in each.
NOTE — Before completing this section, see the instructions for items 56 through 58 on page 27.
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.
$ Bil.

55 Total sales or gross operating revenues, excluding sales taxes —
Equals item 20 , column 2, and also sum of items 56 through 58 ...............................................................................

Mil.

Thous. Dols.

1
2243

000
1

56 Sales of goods................................................................................................................................................................

000

2244
1

57 Investment income included in gross operating revenues. Include ALL interest and dividends generated by
finance and insurance subsidiaries or units......................................................................................................................

2245

58 Sales of services, total — Sum of items 59 and 60 ..................................................................................................

2246

2247

To U.S. persons or entities ......................................................................................................................................

000
1

To foreign persons or entities..................................................................................................................................

2257

CROSS-BORDER SERVICES TRANSACTIONS
61 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, and research and development services.
1186

Yes

FORM BE-12B (REV 3/2012)

Page 7

000

Part III – Investment and Transactions Between U.S. Affiliate and Affiliated Foreign Group
Name of U.S. business enterprise shown on
page 1 of this BE-12B
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 2012, in the U.S. affiliate named on page 1 of this BE-12. Such ownership interests are reported on page 4 (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 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)
1

BEA USE ONLY
Control number
−

62 Number of Parts III filed by the U.S. affiliate – If there is only one, enter “1.” ...................

3010

63 What is the name of the foreign parent being reported in this Part III?
0
3011

64 For the foreign parent named in item 63 , this Part III is being used to report – Mark (X) one
3012

a direct ownership interest in the U.S. affiliate (as reported in item 9 ). See example 1 on page 4 for an illustration of a direct
ownership interest.

3013

an indirect ownership interest in the U.S. affiliate (as reported in item 11 ). See example 2 on page 4 for an illustration of an indirect
ownership interest.

65 If item 64 is marked direct –
Give percent of –

Close FY 2012 Close FY 2011
(1)
(2)
1

a. Voting interest owned . .................................. 3014

b. Equity interest owned ................................... 3015

“Voting interest” and “equity interest” are defined in
instructions for items 9–13 starting on page 24. If the U.S.
___ ___ ___ . ___% ___ ___ ___ . ___% affiliate is a partnership or Limited Liability Company also
1
2
see instructions 6.b. and 6.c. on page 24.
NOTE – Ownership percentages reported in item 65
must match those reported in items 9 and 10 for the
___ ___ ___ . ___% ___ ___ ___ . ___% foreign parent listed in item 63 .

66 Country in which foreign parent named in item 63 –
BEA USE ONLY
a. is incorporated or organized, if a business
enterprise, or is a resident, if an individual.
See instruction V.G. on page 29.......................
b. is located, if a business enterprise and the
country is different from that in item 66a .........

3017

--Select Country--

67 Enter the industry code of the foreign parent named in item 63 , from the list of codes on page 9 that best describes the
PRIMARY activity of the SINGLE entity named as the foreign parent. DO NOT base the code on the worldwide sales of all
consolidated subsidiaries of the foreign parent................................................................................................................................

FORM BE-12B (REV 3/2012)

3016

--Select Country--

Page 8

3018

--Select Industry--

Part III – Investment and Transactions Between U.S. Affiliate and Affiliated Foreign Group – Continued
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, 2012.
01 Government and government-owned or -sponsored
enterprise, or quasi-government organization or
agency
02 Pension fund — Government run
03 Pension fund — Privately run
04 Estate, trust, or nonprofit organization
05 Individual
Private business enterprise, investment organization,
or group engaged in:
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 4231–4540)
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-12B (REV 3/2012)

16 Real estate (ISI code 5310)
17 Information (ISI codes 5111–5191)
18 Professional, scientific, and technical services (ISI codes 5411–5419)
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)
22 Pharmaceuticals and medicine (ISI code 3254)
23 Other chemicals (ISI codes 3251–3259, except 3254)
24 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 (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)

Page 9

Part III – Investment and Transactions Between U.S. Affiliate and Affiliated Foreign Group – Continued
Section A – IDENTIFICATION OF FOREIGN PARENT AND ULTIMATE BENEFICIAL OWNER – Continued
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.P. on page 22 for the complete definition of UBO.
NOTE: See the diagrams at the bottom of this page for examples of the UBO.
68 Is the foreign parent named in item 63 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

Yes – (example 1 below) – Skip to 71

No – (examples 2A and 2B below) – Continue with 69

69 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 21 for the definition of associated group. Identifying the UBO as “bearer shares” is not an acceptable response.
3021

70 Enter country in which the UBO is incorporated or organized, if a business enterprise, or is resident, if an
individual or government. For individuals, see instruction V.G. on page 29.

BEA USE ONLY
3022 1

--Select Country-71 Enter the industry code of the UBO from the list of codes on page 9. Select the industry code that best reflects the consolidated worldwide
sales of the UBO, including all of its majority-owned subsidiaries.
3023

DO NOT USE CODE 14 UNLESS YOU RECEIVE PERMISSION FROM BEA. Code

DO NOT use code 14 unless you receive permission from BEA. Code “14” (holding company) is
--Select Industry-"14" (holding company) is normally NOT a valid UBO industry code.
normally NOT a valid UBO industry code.

EXAMPLES OF THE ULTIMATE BENEFICIAL OWNER (UBO)
Example 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
Examples 2A and 2B – The foreign parent is NOT the UBO
A. The UBO is a foreign person or entity

Foreign company Y is the foreign parent
of the U.S. affiliate; 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.

Foreign

B. The UBO is a U.S. person or entity

Foreign company X
(UBO)

Foreign company Z is the foreign
parent of the U.S. affiliate. U.S.
company C is the UBO.

>50 Percent
Foreign company Z
(Foreign parent)
Foreign company Y
(Foreign parent)
Foreign

United States

United States
U.S. affiliate

FORM BE-12B (REV 3/2012)

>50 Percent

U.S. company C
(UBO)
Page 10

U.S. affiliate

Part III – Investment and Transactions Between U.S. Affiliate and Affiliated Foreign Group – Continued
NOTE:

Amounts reported in Sections B, C, D, and E must be for the fully consolidated U.S. affiliate.
The consolidation rules are found starting on page 22.
72 Copy your answer from item 64 to the appropriate box below and follow the applicable instructions.
a.
b.

A direct interest – Continue with item 73 . Do not duplicate amounts reported on other Parts III.

An indirect interest – Skip to items 82 and 83 . Do not duplicate amounts reported on other Parts III.

Section B – FOREIGN PARENT’S DIRECT EQUITY SHARE IN THE U.S. AFFILIATE

$ Bil.

Mil.

Thous. Dols.

What is the foreign parent’s share of:
73 The U.S. affiliate’s net income (loss) after provision for income taxes? Enter foreign parent’s share of item 21 ........ 3085

000
1

74 Dividends or distributed earnings (gross of U.S. withholding tax) – 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............................................................................................... 3073

000
1

BEA USE ONLY
3074

Section C – EQUITY HOLDINGS IN THE U.S. AFFILIATE BY THE FOREIGN PARENT

NAMED IN ITEM 63
Report amounts according to the books of the U.S. affiliate.

FY 2011
(Unrestated)

FY 2012
(1)

Owners’ equity items – What is the amount of the foreign parent’s share of:
$ Bil.

75 Capital stock and additional paid-in capital – Common and preferred, voting
and non-voting capital stock and additional paid-in capital.................................................

Mil.

(2)

Thous. Dols. $ Bil.

000
2

76 Retained earnings (deficit)...............................................................................................

000

3060

Thous. Dols.

000

3058

Mil.

000
2

77 Other, including accumulated other comprehensive income and treasury stock –
Specify major items

000

3062
1

78 Total owners’ equity – The foreign parent’s share of the total owners’ equity reported in
item 30 . Sum of items 75 through 77 for incorporated U.S. affiliates and those
unincorporated U.S. affiliates for which these items are available.......................................

FORM BE-12B (REV 3/2012)

Page 11

3063

000
2

000

Part III – Investment and Transactions Between U.S. Affiliate and Affiliated Foreign Group – Continued
Instructions for Section D
CHANGE IN FOREIGN PARENT’S DIRECT EQUITY IN THE U.S. AFFILIATE DURING FY 2012
Entries in Section D 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 year.
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.
79a Include:
• purchases of capital stock by the foreign parent from the U.S. affiliate;
• contributions of equity by the foreign parent that did not result from the issuance of stock to the foreign parent by the U.S. affiliate;
• capitalization of intercompany debt (report the amount of debt converted to equity as the transaction value of the equity increase in
item 79a ), and adjust the debt balance as appropriate in Section E item 82 ;
• unincorporated U.S. affiliates must report the foreign parent’s share of any increase in the U.S. affiliate’s equity (or home office account)
arising from its transactions with the foreign parent, excluding amounts reported in Section C and Section E.
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.
79b Include:
• sales of capital stock by the foreign parent to the U.S. affiliate;
• returns of contributed equity capital to the foreign parent not resulting in a reduction of issued stock;
• distributions to the foreign parent following total liquidation of the U.S. affiliate;
• unincorporated U.S. affiliates must report the foreign parent’s share of any decrease in the U.S. affiliate’s equity (or home office account)
arising from its transactions with the foreign parent, excluding amounts reported in Section C and Section E.
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.

FORM BE-12B (REV 3/2012)

Page 12

Part III – Investment and Transactions Between U.S. Affiliate and Affiliated Foreign Group – Continued
Section D – CHANGE IN FOREIGN PARENT’S DIRECT EQUITY IN THE U.S. AFFILIATE DURING FY 2012
$ Bil.

79 What is the transaction value of the foreign parent’s:

Mil.

Thous. Dols.

a. Increase of equity in the U.S. affiliate? ......................................................................................................................

3065

000

b. Decrease of equity in the U.S. affiliate? ....................................................................................................................

3066

000

3071

000

80 What is the total transaction value of the change in the
foreign parent’s equity interest in the U.S. affiliate?.................................................................................................

This item should equal 79a MINUS 79b .
For sale or termination
of operations
( 79b )

For
acquisition
( 79a )

81 For items 79a and 79b , what are the amounts by
which the transactions values reported in those items:

$ Bil.

Mil.

Thous. Dols. $ Bil.

a. Exceed the value carried on the books of the U.S. affiliate?..........................................

000

3090
1

BEA
USE
ONLY

b. Are less than the value carried on the books of the U.S. affiliate? ................................

000

3091

3201

Page 13

Thous. Dols.
000

3200

FORM BE-12B (REV 3/2012)

Mil.

000

Part III – Investment and Transactions Between U.S. Affiliate and Affiliated Foreign Group – Continued
Section E – BALANCES AND INTEREST BETWEEN U.S. AFFILIATE, AS CONSOLIDATED, THE AFFILIATED FOREIGN GROUP
Report all current and long-term intercompany accounts and interest between the U.S. affiliate and the affiliated foreign group in Section E –
See example of affiliated foreign group below.
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.
Capital leases – If leases between the U.S. affiliate and the affiliated foreign group are capitalized, then the outstanding capitalized value should
be reported in item 82 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 item 82 , and (ii) interest, to be reported in item 83 .
82 Balances

What were the short and long term balances owed directly to, and due directly from,
the affiliated foreign group?

• Do NOT net payables against receivables.

Close FY 2012
$ Bil.

Mil.

Close FY 2011

Thous. Dols. $ Bil.

a. Payables owed directly TO the affiliated foreign group by the U.S. affiliate......................
b. Receivables due to the U.S. affiliate directly FROM the affiliated foreign group..............

Thous. Dols.

000

3056
1

Mil.

000
2

000

3057

000

83 Interest

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

• Report gross of U.S. and foreign withholding tax.

• Include interest on capital leases.

• Do NOT net payments against receipts.

Interest
$ Bil.

Mil.

Thous. Dols.

a. Interest payments credited to affiliated foreign group or charged to U.S. affiliate . ....................................................

3076

000
1

b. Interest receipts credited to U.S. affiliate or charged to affiliated foreign group..........................................................

000

3077

BEA USE ONLY
3064

3084

EXAMPLE OF AFFILIATED FOREIGN GROUP
Affiliated foreign group
Foreign company X

>50 percent

Foreign parent

Foreign company Y

>50 percent
Foreign company Z

Foreign
United States

10 to 100 percent
U.S. affiliate

FORM BE-12B (REV 3/2012)

Page 14

Affiliated foreign 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. (“Person” is used in
the broad legal sense and includes companies.)

OMB No. 0608-0042: Approval Expires 02/28/2015
FORM BE-12B (REV 3/2012)

BE-12 Supplement A (2012)

FORM
(REV. 3/2012)

U.S. DEPARTMENT OF COMMERCE
BUREAU OF ECONOMIC ANALYSIS

LIST OF ALL U.S. BUSINESS ENTERPRISES FULLY CONSOLIDATED INTO THE REPORTING U.S. AFFILIATE
NOTE – If you filed a Supplement A or a computer printout of Supplement A with your 2011 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.
Supplement A must be completed by a reporting affiliate that consolidates financial and operating data of any other U.S. business
enterprises. The number of U.S. business enterprises listed below plus the reporting U.S. business enterprise must agree with item 7
on page 3. Continue listing onto as many additional copied pages as necessary.
If the affiliate has
changed since the last Name of each U.S. business enterprise consolidated
report, please select the
(as represented in item 7 on page 3)
reason. If it is new, please
select "New".
(1)

BEA USE ONLY

Name of U.S. affiliate as shown on page 1

Primary Employer Identification Number as
shown in item 3 on page 3.

Employer Identification Number
used to file income and
payroll taxes

5110

Name of U.S. business enterprise which holds
the direct ownership interest in the U.S. affiliate
listed in column 1

–
Percent of direct voting ownership
that the entity named in column 3
holds in the entity named in column 1.
– Enter percent to nearest tenth.

(4)

(3)

(2)

Page number

–

--Select
Reason-5111

--Select
Reason-5112
--Select
Reason-5113
--Select
Reason-5114
--Select
Reason-5115

--Select
Reason-5116
--Select
Reason-5117
Page 15

5118
--Select
Reason-5119
--Select
Reason-5120
--Select
Reason-5121
--Select
Reason-5122
--Select
Reason-5123
--Select
Reason-5124
--Select
Reason-5125
--Select
Reason--

--Select
Reason-5126
5127
--Select
Reason-5128
--Select
Reason-5129
--Select
Reason--

--Select
Reason-5130
--Select
Reason-5131
--Select
Reason-5132

--Select
Reason-5133

–

. %
. %
. %
. %
. %
. %
. %
. %
. %
. %
. %
. %
. %
. %
. %
. %
. %
. %
. %
. %
. %
. %
. %

OMB No. 0608-0042: Approval Expires 02/28/2015
FORM BE-12B (REV 3/2012)

BE-12 Supplement A (2012) – LIST OF ALL U.S. BUSINESS ENTERPRISES FULLY CONSOLIDATED INTO THE REPORTING U.S. AFFILIATE – Continued

If the affiliate has
changed since the last
report, please select Name of each U.S. business enterprise consolidated
(as represented in item 7 on page 3)
the reason. If it is new,
please select "New".
(1)

Employer Identification Number
used to file income and
payroll taxes

--Select
Reason-5134
--Select
Reason-5135

--Select
Reason-5136
--Select
Reason-5137

--Select
Reason-5138
--Select
Reason-5139

--Select
Reason-5140
1

--Select
Reason-5141
--Select
Reason-5142

--Select
Reason-5143
Page 16

--Select
Reason-5144

--Select
Reason-5145
--Select
Reason-5146
--Select
Reason-5147
--Select
Reason-5148
--Select
Reason-5149
--Select
Reason-5150

--Select
Reason-5151
--Select
Reason-5152

--Select
Reason-5153
--Select
Reason-5154

--Select
Reason-5155
--Select
Reason-5156

--Select
Reason-5157
--Select
Reason-5158

--Select
Reason-5159

Name of U.S. business enterprise which holds
the direct ownership interest in the U.S. business
enterprise listed in column 1

–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–

Percent of direct voting ownership
that the entity named in column 3
holds in the entity named in column 1.
– Enter percent to nearest tenth.

(4)

(3)

(2)

Page number

OMB No. 0608-0042: Approval Expires 02/28/2015
FORM BE-12B (REV 3/2012)

BE-12 Supplement B (2012)

BEA USE ONLY

U.S. DEPARTMENT OF COMMERCE

FORM
(REV. 1/2011)

BUREAU OF ECONOMIC ANALYSIS

Page number

Name of U.S. affiliate as shown on page 1

LIST OF ALL U.S. AFFILIATES IN WHICH THE REPORTING AFFILIATE (AS CONSOLIDATED) HAS A DIRECT
OWNERSHIP INTEREST BUT WHICH ARE NOT FULLY CONSOLIDATED

NOTE – If you filed a Supplement B or a computer printout of Supplement B with your 2011 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.
Supplement B must be completed by a reporting affiliate which files a BE-12B 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, on page 3. Continue listing onto as many
additional copied pages as necessary.

If the affiliate has
changed since the last
BEA USE ONLY
report, please select
the reason. If it is new,
please select "New".

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

Address
Provide number, street, city, state,
and ZIP Code

(1)
1

--Select Reason--

Has affiliate
been notified of
obligation to file?

(3)

(2)
3

--Select Reason--

6212
1

--Select Reason--

Page 17

--Select Reason--

6216
1

--Select Reason--

Yes

–

Yes

–

Yes

–

--Select Reason--

Yes

---

6218

--Select Reason--

–

---

6219
1

--Select Reason--

--Select Reason-6221

Yes

---

–

Yes

–
5

---

6220

–

6217

5
1

---

–

5
1

---

–
5

---

6215

---

6214

Yes

---

6213

(5)
6

---

Percent of direct voting ownership
interest that the fully consolidated
U.S. business enterprise named
on page 1, holds in the entity
named in column 1.
– Enter percent to nearest tenth.

(4)

---

6211

Employer Identification Number
used to file income and
payroll taxes

–

Summary of Industry Classifications – For a full explanation of each code see www.bea.gov/naics2012
Agriculture, Forestry, Fishing, and Hunting
1110
1120
1130
1140
1150

Crop production
Animal production and aquaculture
Forestry and logging
Fishing, hunting, and trapping
Support activities for agriculture and forestry

Mining
2111
2121
2123
2124
2125
2126
2127
2132
2133

Oil and gas extraction
Coal
Nonmetallic minerals
Iron ores
Gold and silver ores
Copper, nickel, lead, and zinc ores
Other metal ores
Support activities for oil and gas operations
Support activities for mining, except
for oil and gas operations

Utilities
2211

2212
2213

Electric power generation,
transmission, and distribution
Natural gas distribution
Water, sewage, and other systems

Construction
2360 Construction of buildings
2370 Heavy and civil engineering construction
2380 Specialty trade contractors

Manufacturing
3111
3112
3113
3114

3115
3116
3117
3118
3119
3121
3122
3130
3140
3150
3160
3210
3221
3222
3231
3242
3243
3244

3251
3252

3253

3254
3255
3256

3259
3261
3262
3271
3272
3273
3274
3279
3311
3312
3313

3314

3315
3321
3322
3323
3324
3325
3326
3327

3328

3329
3331
3332
3333

Animal foods
Grain and oilseed milling
Sugar and confectionery products
Fruit and vegetable preserving and
specialty foods
Dairy products
Meat products
Seafood product preparation and packaging
Bakeries and tortillas
Other food products
Beverages
Tobacco
Textile mills
Textile product mills
Apparel
Leather and allied products
Wood products
Pulp, paper, and paperboard mills
Converted paper products
Printing and related support activities
Integrated petroleum refining and extraction
Petroleum refining without extraction
Asphalt and other petroleum and
coal products
Basic chemicals
Resins, synthetic rubbers, and artificial
and synthetic fibers and filaments
Pesticides, fertilizers, and other
agricultural chemicals
Pharmaceuticals and medicines
Paints, coatings, and adhesives
Soap, cleaning compounds, and
toilet preparations
Other chemical products and preparations
Plastics products
Rubber products
Clay products and refractories
Glass and glass products
Cement and concrete products
Lime and gypsum products
Other nonmetallic mineral products
Iron and steel mills and ferroalloys
Steel products from purchased steel
Alumina and aluminum production
and processing
Nonferrous metal (except aluminum)
production and processing
Foundries
Forging and stamping
Cutlery and handtools
Architectural and structural metals
Boilers, tanks, and shipping containers
Hardware
Spring and wire products
Machine shops; turned products; and
screws, nuts, and bolts
Coating, engraving, heat treating,
and allied activities
Other fabricated metal products
Agriculture, construction, and mining machinery
Industrial machinery
Commercial and service industry machinery

FORM BE-12B (REV 3/2012)

3334

3335
3336

3339
3341
3342
3343
3344

3345

3346

3351
3352
3353
3359
3361
3362
3363
3364
3365
3366
3369
3370
3391
3399

Ventilation, heating, air-conditioning,
and commercial refrigeration equipment
Metalworking machinery
Engines, turbines, and power
transmission equipment
Other general purpose machinery
Computer and peripheral equipment
Communications equipment
Audio and video equipment
Semiconductors and other
electronic components
Navigational, measuring, electromedical,
and control instruments
Manufacturing and reproducing
magnetic and optical media
Electric lighting equipment
Household appliances
Electrical equipment
Other electrical equipment and components
Motor vehicles
Motor vehicle bodies and trailers
Motor vehicle parts
Aerospace products and parts
Railroad rolling stock
Ship and boat building
Other transportation equipment
Furniture and related products
Medical equipment and supplies
Other miscellaneous manufacturing

Wholesale Trade, Durable Goods
4231

4232
4233
4234

4235
4236

4237

4238
4239

Motor vehicles and motor vehicle
parts and supplies
Furniture and home furnishing
Lumber and other construction materials
Professional and commercial
equipment and supplies
Metal and mineral (except petroleum)
Household appliances and electrical and
electronic goods
Hardware, and plumbing and heating
equipment and supplies
Machinery, equipment, and supplies
Miscellaneous durable goods

Wholesale Trade, Non-Durable Goods
4241
4242
4243
4244
4245
4246
4247
4248
4249

Paper and paper product
Drugs and druggists’ sundries
Apparel, piece goods, and notions
Grocery and related product
Farm product raw material
Chemical and allied products
Petroleum and petroleum products
Beer, wine, and distilled alcoholic beverage
Miscellaneous nondurable goods

Wholesale Trade, Electronic Markets
and Agents And Brokers
4251 Wholesale electronic markets and

agents and brokers

Retail Trade
4410
4420
4431
4440

4450
4461
4471
4480
4510
4520
4530
4540

Motor vehicle and parts dealers
Furniture and home furnishings
Electronics and appliance
Building material and garden equipment
and supplies dealers
Food and beverage
Health and personal care
Gasoline stations
Clothing and clothing accessories
Sporting goods, hobby, book, and music
General merchandise
Miscellaneous store retailers
Non-store retailers

Transportation and Warehousing
4810
4821
4833
4839
4840
4850
4863

4868
4870
4880
4920
4932
4939

Air transportation
Rail transportation
Petroleum tanker operations
Other water transportation
Truck transportation
Transit and ground passenger transportation
Pipeline transportation of crude oil,
refined petroleum products, and natural gas
Other pipeline transportation
Scenic and sightseeing transportation
Support activities for transportation
Couriers and messengers
Petroleum storage for hire
Other warehousing and storage

Information
5111

5112
5121
5122

Newspaper, periodical, book, and
directory publishers
Software publishers
Motion picture and video industries
Sound recording industries
Page 18

5151
5152
5171
5172

5174
5179
5182
5191

Radio and television broadcasting
Cable and other subscription programming
Wired telecommunications carriers
Wireless telecommunications carriers,
except satellite
Satellite telecommunications
Other telecommunications
Data processing, hosting, and related services
Other information services

Finance and Insurance
5221
5223
5224
5229
5231

5238

5242

5243

5249
5252

Depository credit intermediation (Banking)
Activities related to credit intermediation
Nondepository credit intermediation
Nondepository branches and agencies
Securities and commodity contracts
intermediation and brokerage
Other financial investment activities and
exchanges
Agencies, brokerages, and other insurance
related activities
Insurance carriers, except life insurance
carriers
Life insurance carriers
Funds, trusts, and other finance vehicles

Real Estate and Rental and Leasing
5310
5321
5329
5331

Real estate
Automotive equipment rental and leasing
Other rental and leasing services
Lessors of nonfinancial intangible assets,
except copyrighted works

Professional, Scientific, and Technical
Services
5411
5412

5413
5414
5415
5416

5417
5418
5419

Legal services
Accounting, tax preparation, bookkeeping,
and payroll services
Architectural, engineering, and related services
Specialized design services
Computer systems design and related services
Management, scientific, and technical
consulting services
Scientific research and development services
Advertising, public relations, and related services
Other professional, scientific, and
technical services

Management of Companies and Enterprises
5512

5513

Holding companies, except bank holding
companies
Corporate, subsidiary, and regional
management offices

Administrative and Support, Waste
Management, and Remediation Services
5611
5612
5613
5614
5615
5616
5617
5619
5620

Office administrative services
Facilities support services
Employment services
Business support services
Travel arrangement and reservation services
Investigation and security services
Services to buildings and dwellings
Other support services
Waste management and remediation services

Educational Services
6110 Educational services

Health Care and Social Assistance
6210
6220
6230
6240

Ambulatory health care services
Hospitals
Nursing and residential care facilities
Social assistance services

Arts, Entertainment, and Recreation
7110

7121
7130

Performing arts, spectator sports,
and related industries
Museums, historical sites, and similar institutions
Amusement, gambling, and recreation industries

Accommodation and Food Services
7210 Accommodation
7220 Food services and drinking places

Other Services
8110
8120
8130

Repair and maintenance
Personal and laundry services
Religious, grantmaking, civic, professional,
and similar organizations

Public Administration
9200 Public administration

2012 BENCHMARK SURVEY OF FOREIGN DIRECT INVESTMENT IN THE UNITED STATES
BE-12B INSTRUCTIONS
NOTE: Instructions in section IV are cross referenced by number to the items located on pages 2 to 14.

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 (in the broad sense, including
companies) subject to the reporting requirements of the BE-12 survey.
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 801.3 of 15 CFR, Chapter VIII. This may
be accomplished by completing and submitting Form BE-12A, BE-12B,
BE-12C, or BE-12 Claim For Not Filing, whichever is applicable, by May
31, 2013.
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).

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.
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.
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
Foreign
U.S.

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

A report is required even if the foreign person’s voting interest in the U.S.
business enterprise was 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.

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.

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.

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 2012.

FORM BE-12B (REV 3/2012)

↓ 100%
U.S. affiliate B

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.
Respondent Burden – Public reporting burden for this BE-12B is
estimated to vary from 1.7 to 9.5 hours per response, with an average
of 6.5 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.

Foreign person A

Agencies and representative offices – U.S. representative
offices, agents, and employees of a foreign person or entity that meet
the criteria outlined below are not considered to be U.S. affiliates, and
therefore, should not be reported on Forms BE-12A, BE-12B, or BE-12C.
However, a foreign person’s or entity’s disbursements to maintain U.S.
sales and representative offices must be reported on Form BE-125,
Quarterly Survey of Transactions in Selected Services and Intangible
Assets with Foreign Persons. Copies of Form BE-125 are available on
the BEA Web site at: www.bea.gov/surveys/iussurv.htm

Page 19

I. REPORTING REQUIREMENTS – Continued

f. 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 $300 million at the end of, or for, its
fiscal year that ended in calendar year 2012?

A U.S. presence of a foreign person or entity (or their representative(s)) is
considered a U.S. sales promotion or representative office if:

¨ Yes — File Form BE-12A by May 31, 2013.
¨ No — File Form BE-12B by May 31, 2013.

1. It is engaged only in sales promotion, representational activities,
public relations activities, or the gathering of market information,
on behalf of the foreign person or entity;
2. It does not produce revenue (other than funds from the foreign
person or entity to cover its expenses); and

Which 2012 BE-12 Form to File?

3. It has minimal assets held either in its own name or in the name
of the foreign person or entity.

At least 10 percent voting interest directly
and/or indirectly owned by a foreign person?

A U.S. presence of a foreign person or entity (or their representative(s))
that produces revenue for its own account from goods or services it
provides to others is considered a U.S. affiliate and is subject to the BE12 reporting requirements.

Yes

More than 50 percent of the voting rights owned
by another U.S. affiliate at end of the fiscal year
ending in calendar year 2012?

1. Which form to file – Review the questions below and the flow chart
on this page to determine if your U.S. business enterprise is required to
file the BE-12 survey. Blank forms can be found at: www.bea.gov/fdi
a. Were at least 10 percent of the voting rights in your business
enterprise directly or indirectly owned by a foreign person or entity at
the end of your fiscal year that ended in calendar year 2012?

File Form BE-12
Claim for Not Filing

Yes

Do different foreign persons hold a direct and
indirect ownership interest in the U.S. affiliate
(exception c to the consolidation rules found in
instruction IV.2. on page 23)?

¨ Yes — Continue with question b.
¨ No — File Form BE-12 Claim for Not Filing by May 31, 2013.
b. Were more than 50 percent of the voting rights in this U.S. business
enterprise owned by another U.S. affiliate at the end of this U.S.
business enterprise’s fiscal year that ended in calendar year 2012?

Yes

¨ Yes — Continue with question c.
¨ No — Skip to question d. NOTE: Your business is hereafter

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 Form
BE-12 Claim for Not Filing.

referred to as a “U.S. affiliate.”
c. Do different foreign persons hold a direct and an indirect ownership
interest in this U.S. business enterprise (exception c to the
consolidation rules)? (The consolidation rules are found in instruction
IV.2. starting on page 22.)

¨ Yes — Continue with question d. NOTE: Your business is

Assets, sales, or net income (loss)
greater than $60 million?

hereafter referred to as a “U.S. affiliate.”

¨ No – This U.S. business enterprise 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 3 completed by May 31, 2013, 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.
d. 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 $60 million at the end of, or for, its
fiscal year that ended in calendar year 2012?

¨ Yes — Continue with question e.
¨ No – File Form BE-12C by May 31, 2013.

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

Assets, sales, or net
income (loss) greater
than $300 million?

¨ Yes — Continue with question f.
¨ No — File Form BE-12B by May 31, 2013.

Page 20

File Form
BE-12C

Yes

e. Was the U.S. affiliate majority-owned by its foreign parent(s)
at the end of its fiscal year that ended in calendar year 2012? (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.)

FORM BE-12B (REV 3/2012)

File Form
BE-12B

Yes

File Form
BE-12A

File Form
BE-12B

Example A

I. REPORTING REQUIREMENTS – Continued
2. Who must file Form BE-12B – 2012 Benchmark Survey
of Foreign Direct Investment in the United States?

Foreign
U.S.

A Form BE-12B must be completed and filed by May 31, 2013, 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 2012, if:

Miami
branch

a. 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 $60 million
(positive or negative) at the end of, or for, its fiscal year that
ended in calendar year 2012, and EITHER b. OR c. below is
applicable.
b. 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 2012, was 50 percent or
less (i.e., the voting securities, or equivalent interest were not
majority owned by foreign parents), or

Los Angeles
branch

New York City
branch

Data for all three branches (Miami, Los Angeles, and New
York City) owned by Foreign parent bank A may be aggregated
on a single BE-12. If aggregated, list all three branches on
the Supplement A. Report “3” as the number of U.S. branches
aggregated for item 7 on page 3.
Example B
Foreign parent
Foreign
U.S.

U.S. bank B
Branch 3

Branch 1
Branch 2

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 2012, 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, none 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 $300
million (positive or negative) at the end of, or for, its fiscal year
that ended in calendar year 2012.

Consolidate data for each branch (branch 1, branch 2, and
branch 3) and U.S. bank B on a single BE-12. DO NOT list
them on the Supplement A. Report “1” as number of U.S.
affiliates consolidated for item 7 on page 3.
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.
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.

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. starting on page 27.

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).

C. Aggregated reporting for banks – All U.S. branches and
agencies (including International Banking Facilities) directly owned by a
foreign bank may be aggregated on a single BE-12.
U.S. branches and agencies, directly owned by the foreign parent, that
are aggregated on this report should be counted separately and listed
separately on the Supplement A to this form. See Example A in the next
column.
U.S. branches and agencies, owned by a U.S. bank affiliate, should be
consolidated on this report but not counted separately and not listed
separately on the Supplement A to this form. See Example B in the next
column.
Note that subsequent filings of form BE-15 annual reports and Form
BE-605 quarterly reports with BEA, if required, must be on the same
aggregated basis. If all U.S. branches and agencies directly owned by a
foreign bank are not aggregated on a single report, then each branch or
agency must file a separate BE-12.

FORM BE-12B (REV 3/2012)

Foreign parent
bank A

Page 21

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.
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.

II. DEFINITIONS – Continued

shown as lease contracts or accounts receivable on the lessor’s
books. The asset would not be considered as owned by the lessor.

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.

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
A. Changes in the reporting entity – DO NOT restate close fiscal
year 2011 balances for changes in the consolidated reporting entity
that occurred during fiscal year 2012. The close fiscal year 2011
balances should represent the reporting entity as it existed at the
close of fiscal year 2011.
B. Required information not available – Make all reasonable
efforts to obtain the information required for reporting. Answer every
item except where specifically exempt. Indicate when only partial
information is available.
C. Estimates – If actual figures are not available, provide estimates
and label them as such. When items cannot be fully subdivided as
required, provide totals and an estimated breakdown of the totals.
Certain sections of the Form BE-12B 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 26 and 27, U.S. trade in goods by U.S.
affiliate on a shipped basis; items 31 through 48, employment data
disaggregated by State; and items 55 through 60, distribution of
sales or gross operating revenues by whether the sales were goods,
investment income, or services, and the distribution of services
by transactor. 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.

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.
L. Foreign parent is a foreign person that directly or indirectly holds
a voting interest of 10 percent or more in the U.S. affiliate. It is 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. Affiliated foreign 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.

D. 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.
IV. INSTRUCTIONS FOR SPECIFIC
SECTIONS OF THE REPORT FORM

N. U.S. corporation means a business enterprise incorporated in the
United States.
O. Intermediary means any agent, nominee, manager, custodian,
trust, or any person acting in a similar capacity.

NOTE: Instructions in section IV. are cross referenced by number to the
items located on pages 2 to 14.
2 Consolidation rules

P. 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.

Consolidated reporting by the U.S. affiliate – A U.S. affiliate
must file on a fully consolidated domestic U.S. basis, including
the full consolidation of all U.S. business enterprises proceeding
down each ownership chain whose voting securities are more than
50 percent owned by the U.S. business enterprise above. The fully
consolidated entity is considered one U.S. affiliate.

Q. 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 foreign person holding real estate investments that are reportable
on the BE-12 must aggregate all such holdings. See Instruction I.B.
on page 21 and V.C. starting on page 27 for details.

R. 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.

Unless the exceptions discussed on page 23 apply,
any deviation from these consolidation rules must
be approved in writing each year by BEA. If you file
deconsolidated reports, you must file the same type of reports (i.e.,
BE-12A or BE-12B) that would have been required if a consolidated
report was filed.

Do not prepare your BE-12 report using the proportionate
consolidation method. Except as noted in 2b. and 2c. on page 23,
consolidate all majority-owned U.S. business enterprises into your
BE-12 report.

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

FORM BE-12B (REV 3/2012)

Page 22

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

4 Reporting period – The report covers the U.S. affiliate’s 2012 fiscal
year. The affiliate’s 2012 fiscal year is defined as the affiliate’s financial
reporting year that had an ending date in calendar year 2012.

Report majority-owned subsidiaries, if not consolidated, on the
BE-12B using the equity method of accounting. DO NOT eliminate
intercompany accounts (e.g., receivables or liabilities) for affiliates not
consolidated.

Special circumstances:
a. 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 2012.

Exceptions to consolidated reporting – Note: If a U.S. business
enterprise is not consolidated into another U.S. affiliate’s BE-12 report,
then it must be listed on the Supplement B of another U.S. affiliate’s
BE-12 report, unless the report is a BE-12C which does not have a
Supplement B, and each U.S. affiliate not consolidated must file its own
Form BE-12.

b. Change in fiscal year
(1) New fiscal year ends in calendar year 2012 – A U.S.
affiliate that changed the ending date of its financial reporting
year should file a 2012 BE-12 report that covers the 12 month
period prior to the new fiscal year end date. The following
example illustrates the reporting requirements.

a. DO NOT CONSOLIDATE FOREIGN SUBSIDIARIES,
BRANCHES, OPERATIONS, OR INVESTMENTS NO
MATTER WHAT THE PERCENTAGE OWNERSHIP.

Example 1: U.S. affiliate A had a June 30, 2011 fiscal year
end date but changed its 2012 fiscal year end date to March
31. Affiliate A should file a 2012 BE-12 report covering the 12
month period from April 1, 2011, to March 31, 2012.

Include foreign holdings owned 20 percent or more 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.

(2) No fiscal year ending in calendar year 2012 – If a
change in fiscal year results in a U.S. affiliate not having a fiscal
year that ended in calendar year 2012, the affiliate should
file a 2012 BE-12 report that covers 12 months. The
following example illustrates the reporting requirements.

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

Example 2: U.S. affiliate B had a December 31, 2011 fiscal
year end date but changed its next fiscal year end date to March
31. Instead of having a short fiscal year ending in 2012, affiliate
B decides to have a 15 month fiscal year running from January
1, 2012 to March 31, 2013. Affiliate B should file a 2012 BE-12
report covering a 12 month period ending in calendar year
2012, such as the period from April 1, 2011, to March 31, 2012.

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.
b. 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 24 for additional information about
partnerships.

For 2013, assuming no further changes in the fiscal year end
date occur, affiliate B should file a BE-15 report covering the 12
month period from April 1, 2012 to March 31, 2013.
5 Reporting for a U.S. business that became a U.S.
affiliate during fiscal year 2012 —
a. A U.S. business enterprise that was newly established in fiscal
year 2012 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 2012. DO NOT estimate amounts for a
full year of operations if the first fiscal year is less than 12 months.

c. 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 person A

b. A U.S. business enterprise existing before fiscal year 2012 that
became a U.S. affiliate in fiscal year 2012 should file a report
covering a full 12 months of operations.
6 Reporting by unincorporated U.S. affiliates
a. Directly owned vs. indirectly owned

Foreign
U.S.

100%

(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 exceptions are for U.S. affiliates that are
real estate investments or banks. See Instruction I.B. on page
21 and Instruction V.C. starting on page 27 for details on real
estate. See Instruction I.C. on page 21 for details on banks.

U.S. affiliate X
30%

60%
U.S. affiliate Y

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

FORM BE-12B (REV 3/2012)

Page 23

(2) Indirectly owned – Except as noted in the exceptions to the
consolidation rules above, an indirectly owned unincorporated
U.S. business enterprise 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. business enterprise owned 50 percent
(voting interest) or less by another U.S. affiliate should file a

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

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.

separate BE-12 report if no other U.S. affiliate owns a voting
interest of more than 50 percent.
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.
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.

Managing partners – See discussion
under “General Partnerships” to the left.
(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/ltdpartner12
c. Limited Liability Companies (LLCs)
Determination of voting interest – “Voting interest” is
defined in instructions for items 9-13. 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 by 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.

(1) General partnerships
Determination of voting interest – “Voting interest”
is defined in instructions 9-13 beginning 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.
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.

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.
8 U.S. affiliates NOT consolidated – Report investments in
U.S. business enterprises that are not fully consolidated and that
are owned 20 percent or more using either the equity method of
accounting or fair value 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 or fair value accounting.
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 FASB ASC 320 (formerly FAS 115) or the cost basis
of accounting.

(2) Limited partnerships
(a) Determination of voting interest – “Voting interest”
is defined in instructions 9-13 beginning on this page.
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.
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,

FORM BE-12B (REV 3/2012)

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-12B
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 6.b.(1) and 6.b.(2)
(a), to the left, for information about determining the voting interest for
partnerships. See instruction 6c for information about determining the
voting interest for Limited Liability Companies.

Page 24

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

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. 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.

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.

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.

23 Research and development (R&D) performed BY
the U.S. affiliate – R&D is planned, creative work aimed at
discovering new knowledge or developing new or significantly
improved goods and services. This includes a) activities aimed
at acquiring new knowledge or understanding without specific
immediate commercial application or use (basic research); b)
activities aimed at solving a specific problem or meeting a specific
commercial objective (applied research); and c) systematic use of
research and practical experience to produce new or significantly
improved goods, services, or processes (development).
R&D does NOT include expenditures for:

15 – 20 – Industry classification and total sales 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).
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).

• Market research
• Efficiency surveys or management studies
• Literary, artistic, or historical projects, such as films, music, or
books and other publications
• Prospecting or exploration for natural resources

Repos and reverse repos – To report sales by industry (items
15–20), interest income and interest expense associated with repos and
reverse repos should be offset against one another and reported at the
net amount. On the balance sheet, reverse repos should be reported
as assets and included on item 28 (total assets) while repos should be
reported as liabilities and included on item 29 (total liabilities).
If you are required to complete page 7, then in item 57 (investment
income included in gross operating revenues) interest income and
interest expense associated with repos and reverse repos should be
offset against one another and reported at the net amount. However, in
items 53 (interest income from all sources) and 54 (interest expense plus
interest capitalized) interest income and interest expense associated with
repos and reverse repos should be reported at the gross amounts.

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.
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.
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.

22 Employee compensation – Base employee compensation
on payroll records related to activities during the reporting period.
Employee compensation includes wages and salaries and
employee benefit plans.
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.

FORM BE-12B (REV 3/2012)

• Costs for routine product testing, quality control, and technical
services unless they are an integral part of an R&D project

Page 25

INCLUDE all costs incurred to support R&D performed by the
affiliate. 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, 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.

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

Packaged general use computer software – INCLUDE
exports and imports of packaged general use computer software at full
transaction 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.

26 – 27 – U.S. trade in goods by U.S. affiliate on a
shipped basis
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.
NOTE: Goods shipped by an independent carrier or a freight forwarder to
or from the United States at the expense of a U.S. affiliate are imports or
exports of the U.S. affiliate.
Report U.S. trade in goods on a “shipped” basis rather
than a “charged” basis. The shipped basis looks at the physical
movement of goods.
However, U.S. affiliates normally keep their accounting records on a
“charged basis.” 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.

31 – 48 Employment by location – Include all full-time
and part-time employees on the payroll at the end of FY 2012. If
employment at the end of FY 2012, or the count taken at some
other time during FY 2012, 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 2012. If precise figures are not
available, give your best estimate.
Location of employees is the U.S. state, territory, or possession in
which the person is permanently employed.
Foreign – Except as noted below, exclude employees located outside
of the United States from items 32–48.
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
where they are normally located.

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.

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 in item 47. Exclude these employees from the BE12 report if they are carried on a foreign payroll.

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.

51 Certain gains (losses) – Note: Read the following
instructions carefully as they are based on economic
accounting concepts and, in some cases, may deviate from
accounting principles.
Report at gross amount before income tax effect.
Report gains (losses) resulting from:

Timing – Only include goods actually shipped during FY 2012
regardless of when the goods were charged or consigned.

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, and writeoffs of tangible and intangible
assets; and gains (losses) from the sale or other disposition of
capital assets. Exclude legal judgments;

Valuation of exports and imports – Value goods f.a.s. (free
alongside ship) at the port of exit. INCLUDE all costs incurred up to the
point of loading the goods aboard the export carrier at the port of exit,
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 export to the port of entry.
In-transit goods – Exclude the value of any goods that are in-transit.
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).
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.

c. Sale or disposition of land, other property,
plant and equipment, or other assets, and FASB
ASC 360 (formerly FAS 144) impairment losses.
EXCLUDE gains (losses) from the sale of inventory assets
in the ordinary course of trade or business. Real estate
companies, see special instructions;
d. Sales or other dispositions of financial assets, including
investment securities; gains (losses) related to fair
value accounting; FASB ASC 320 (formerly FAS 115)
holding gains (losses) on securities classified as trading
securities; FASB ASC 320 impairment losses; and gains
and losses derived from derivative instruments.

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.
Electricity, water, and natural gas – Report ONLY the product
value (electricity, water, and natural gas). DO NOT report the service
value (transmission and distribution).

FORM BE-12B (REV 3/2012)

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;

Page 26

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

58 Sales of services – Services are outputs that are
intangible. Report as sales of services:
• Advertising revenue.

e. Goodwill impairment as defined by FASB ASC 350
(formerly FAS 142);

• Commissions and fees earned by companies engaged in
finance and real estate activities.

f. DISPOSALS of discontinued operations. EXCLUDE
income (loss) from the operations of a discontinued segment.
Report such income (loss) as part of your income from
operations in items 15 through 20;

• 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.

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

• Commissions earned by agents or brokers (i.e., wholesalers)
who act on behalf of buyers and sellers in the wholesale
distribution of goods.

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

• Magazines and periodicals sold through subscriptions. NOTE:
Report magazines and periodicals sold through retail stores, as
sales of goods in item 56.

i. The cumulative effect of a change in the estimate of stock
compensation forfeitures under FASB ASC 718
(formerly FAS 123(R)).

• Newspapers.
• Pipeline transportation.
• Software downloaded from the internet, electronic mail,
an extranet, electronic data interchange network, or some
other online system.

Special instructions for real estate companies.
Real estate companies – Include in item 51:
(a) Impairment losses as defined by FASB ASC 360 (formerly FAS
144), and

• Computer systems design and related services.
• Negotiated licensing fees for software to be used on networks.

(b) Goodwill impairment as defined by FASB ASC 350 (formerly FAS
142).

• Electricity transmission and distribution, natural gas distribution,
and water distribution.

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), 55, and as sales of
goods in item 56.

V. SPECIAL INSTRUCTIONS

56 Sales of goods – Goods are outputs that are tangible. Report as
sales of goods:
• Mass produced media, including exposed film, video tapes,
DVDs, audio tapes, and CDs.
• 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 sales as sales of goods or
services based on a best estimate of the value in each.

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 would be reported in item 51, certain
gains (losses).

• 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 58.

28 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.

• Magazines and periodicals sold in retail stores. NOTE: Report
subscription sales as sales of services in item 58.

29 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.

• Packaged general use computer software.
• Structures sold by businesses in real estate.

30 Total owners’ equity – Include mandatory securities
valuation reserves that are appropriations of retained earnings.

• 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 58.
57 Investment income – Report dividends and interest
generated by finance and insurance subsidiaries or units
as investment income. NOTE: Report commissions and
fees as sales of services in item 58.

FORM BE-12B (REV 3/2012)

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 28 and 29.
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.

Page 27

V. SPECIAL INSTRUCTIONS – Continued
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.
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 21). File a single BE-12B 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 $300 million (positive or
negative) and the foreign voting ownership in the real estate exceeds
50 percent, file Form BE-12A. 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-12A if a Form BE-12A 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.

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.
E. Farms – For farms that are not operated by their foreign owners,
income 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 treated
as an expense.
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 treat the
non-operating expenses that he or she may be responsible for,
such as real estate taxes, interest on loans, etc., as expenses.
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 for income related items. (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.)
F. 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.

Thus, on page 1 of the BE-12 survey forms the “name and address”
of the U.S. affiliate might be:

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.

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 items throughout the Form BE-12B 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.”

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).

D. 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:
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

FORM BE-12B (REV 3/2012)

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.

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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

VI. FILING THE BE-12

V. SPECIAL INSTRUCTIONS – Continued

A. Due date – File a fully completed and certified Form BE-12A, BE12B, or BE-12C no later than May 31, 2013. If the U.S. affiliate is
exempt from filing Form BE-12A, BE-12B, and BE-12C, complete
and file the BE-12 Claim for Not Filing by May 31, 2013.

required reports. When acting in the capacity of an intermediary,
the accounts or transactions of the U.S. intermediary with
a UBO are considered as accounts or transactions of the
U.S. affiliate with the UBO. To the extent such transactions or
accounts are unavailable to the U.S. affiliate, BEA may require
the intermediary to report them.

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, consider using BEA’s electronic filing option. Go to
www.bea.gov/efile for details about this option. To obtain forms
online go to: www.bea.gov/fdi

2. If a UBO 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 UBO. 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 UBO.

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) 606-5615. All
requests for extensions must be received NO LATER THAN the
original due date of the report.

G. 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.

D. Assistance – For assistance, telephone (202) 606-5615 or send
email to be12/[email protected]. Forms can be obtained from BEA’s
web site at: www.bea.gov/fdi

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.
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.

FORM BE-12B (REV 3/2012)

E. Annual stockholders’ report or other financial
statements – Furnish a copy of your FY 2012 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, 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 copy has been
pre-printed by BEA. (Make corrections directly to the address, 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 19.)

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File Type	application/pdf
File Modified	2013-07-30
File Created	2012-03-16