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

FORM BE-12A (REV 3/2012)

OMB No. 0608-0042: Approval Expires 2/28/2015
BEA-12Identification
IdentificationNumber
Number
BE-12

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

Name and address of U.S. business affiliate

Due date: May 31, 2013

Name of U.S. affiliate

1002

Electronic filing:

0

www.bea.gov/efile
c/o (care of)

1010

0

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

Street or P.O. Box

1003

0

City

1004

State

0998

0

Deliver reports to:
ZIP Code

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

OR

0

Foreign Postal Code

Or

Fax reports to:

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

Telephone: (202) 606-5615

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

(202) 606–1905*

Include your BE–12 Identification Number with all requests.

Who must file BE–12A — Form BE–12A must be filed for a majority-owned U.S. affiliate with total assets, sales or gross operating revenues, or net
income greater than $300 million (positive or negative). For more information on filing requirements, see instructions I.2 on page 33. If you do not meet
these filing criteria, see instruction I.A.1 on page 32 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 31 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 34, estimates may have been provided.

Name
0

1029

Address
0

1030

0

1031

0

Authorized official’s signature

0990

Date

Print or type name

0991

Telephone number

0993

0

1001

Telephone number

Area code

0

Number

Extension

0992

0

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

1

Yes (If yes, enter your e-mail address)

2

No

E-mail address
0

1028
1032

Fax:

1
1

1

Yes (If yes, enter your fax number)

2

No

Fax number
0
0999

Part I - Identification of U.S. Affiliate
IMPORTANT
Review the instructions starting on page 31 before completing this form. Insurance and real estate companies see special instructions starting on
page 38.
• 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 34.
• 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.

1

335

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

1

1

U.S. Generally Accepted Accounting Principles

2

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.

3

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

1

1

Yes

If “Yes” — Do not complete this report unless exception 2.c. described in the consolidation rules on page 35
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

2

No

If “No” — Complete this report in accordance with the consolidation rules starting on page 34.
CONSOLIDATION OF U.S. AFFILIATES

Foreign parent

Foreign

10 to 100 percent

United States
U.S. business enterprise A
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.

> 50 percent

U.S. business enterprise B

3

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

Other
2

1

–

FORM BE-12A (REV 3/2012)

–

Page 2

000

Part I - Identification of U.S. Affiliate – Continued
4 Reporting period — Reporting period instructions are found in instruction 4 on page 35. If there was a change in fiscal year, review
instruction 4.b. on page 35.
Month

Day

1

This U.S. affiliate’s fiscal year ended in calendar year 2012 on....................................................................... 1007

Example — If the fiscal year ended on March 31, report for the 12-month period ended March 31, 2012.

__ __ / __ __ /

Year

2 0 1 2

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?
Month

1008 1

1

1

Yes

2

No

Day
Year
MM/DD/YYYY

1
If “Yes” — Enter the date the U.S. business enterprise became a U.S. affiliate and see
instruction 5 on page 35 to determine how to report for the first time.................................... 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 Form of organization of U.S. affiliate — Mark (X) one
1011 1

1

Incorporated in U.S.

Reporting rules for unincorporated affiliates are found in instruction 6 starting on page 35.
1

1

2

U.S. partnership — Reporting rules for partnerships are found in instruction 6.b. on page 36.

3

U.S. branch of foreign person

4

Limited Liability Company (LLC) — Reporting rules for LLCs are found in instruction 6.c. on page 36.

5

Real property not in 1–4 above — Reporting rules for real estate are found in instruction V.C. on page 39.

6

Business enterprise incorporated abroad, but whose head office is located in the United States and whose business activity is
conducted in, or from, the United States

7

Other — Specify

1

1
1

1

7 Does this U.S. affiliate own any foreign business enterprises or operations (see the diagram below)?
1014 1

1

Yes

If “Yes” — DO NOT consolidate foreign business enterprises or operations. Foreign operations in which you own an interest of 20
percent or more are to be deconsolidated and reported using the equity method of accounting. If your ownership interest is less
than 20 percent, foreign operations are to be reported in accordance with FASB ASC 320 (formerly FAS 115). Reporting rules for
foreign operations are found in the instruction IV.2.a. starting on page 34.
NOTE — DO NOT eliminate intercompany accounts (e.g., receivables or liabilities) for holdings reported using the equity method.

1

2

No
U.S. affiliate A
United States
Foreign
Foreign business
enterprises or
operations
owned by the
U.S. affiliate

Do not consolidate foreign business
enterprises or foreign operations
owned by the U.S. affiliate

8 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 34. Banks, see instruction I.C. on page 33 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

1

If the number is greater than one, complete the Supplement A on page 27.
FORM BE-12A (REV 3/2012)

Page 3

Part I - Identification of U.S. Affiliate – Continued
9 U.S. affiliates NOT fully consolidated — See instruction 9 on page 36.
Number of U.S. affiliates, in which this U.S. affiliate has an ownership interest, that are NOT fully consolidated in this report.

1013 1

If number is not zero, complete the Supplement B on page 29
The U.S. affiliate named on page 1 must include data for unconsolidated U.S. affiliates on an equity basis and must notify the
unconsolidated U.S. affiliates of their obligation to file a Form BE–12 in their own names (see page 32 to determine the
appropriate form for these affiliates to file).
10 Did this U.S. affiliate acquire or establish any U.S. business enterprises or segments during the reporting period that are now either
contained in this report on a fully consolidated basis, merged into this U.S. affiliate, reflected as an equity investment?
1015 1

1

1

Yes

2

No

11 Did this U.S. affiliate sell, transfer ownership of, or liquidate any U.S. subsidiaries, operating divisions, segments, etc., during its fiscal
year that ended in calendar year 2012?
1016 1

1

Yes

1 2

No

OWNERSHIP — Enter percent of ownership, in this U.S. affiliate, to a tenth of one percent, based on voting and equity interest if an incorporated affiliate (or
an equivalent interest if any unincorporated affiliate). “Voting interest” and “equity interest” are defined in instructions 12–16 starting on page 36.
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.
Equity interest
(If different from voting interest)

Voting interest

12 Ownership held directly by foreign parent(s) of this affiliate — Give name
of each foreign parent with direct ownership. If more than 4, continue on a
separate sheet. See example 1 on page 19.
1017

Close FY 2012
(1)

a.
1018

b.
1019

c.
1020

d.
13 Ownership held directly by all U.S. affiliates of the foreign parent(s) —
The foreign parents of these other U.S. affiliates are indirect foreign parents
of this U.S. affiliate. If you put an entry in column 1 or 2, complete
items 17 – 21 below. See example 2 on page 20............................................ 1060

1

Close FY 2011
(2)
2

Close FY 2012
(3)
3

Close FY 2011
(4)
4

___ ___ ___ . ___% ___ ___ ___ . ___%

___ ___ ___ . ___% ___ ___ ___ . ___%

1

3

2

4

___ ___ ___ . ___% ___ ___ ___ . ___%

___ ___ ___ . ___% ___ ___ ___ . ___%

1

3

2

4

___ ___ ___ . ___% ___ ___ ___ . ___%

___ ___ ___ . ___% ___ ___ ___ . ___%

1

3

2

4

___ ___ ___ . ___% ___ ___ ___ . ___%

___ ___ ___ . ___% ___ ___ ___ . ___%

1

3

2

4

___ ___ ___ . ___% ___ ___ ___ . ___%

___ ___ ___ . ___% ___ ___ ___ . ___%

1

3

2

4

14 Ownership held directly by all other U.S. persons or entities...................... 1061

___ ___ ___ . ___% ___ ___ ___ . ___%

___ ___ ___ . ___% ___ ___ ___ . ___%

1

3

15 Ownership held directly by all other foreign persons or entities................ 1062

___ ___ ___ . ___% ___ ___ ___ . ___%

16 TOTAL of ownership interests — Sum of items 12 through 15 ........................

2

100%

4

___ ___ ___ . ___% ___ ___ ___ . ___%

100%

100%

100%

NOTE: IF THERE IS AN ENTRY IN COLUMN 1 OR 2 OF ITEM 13 COMPLETE ITEMS 17 THROUGH 20 .

Percent of direct voting interest
in this U.S. affiliate held by the
U.S. affiliate listed in column 1.

Give the name of each U.S. affiliate holding a
direct ownership interest in this U.S. affiliate.
If more than 4, continue on a separate sheet.
See example 2 on page 19.
(1)

Close FY 2012
(2)
1063

17
1064

18
1065

19
1066

20
21 Sum of items 17 through 20 . The sum of these

percentages must equal item 13 columns 1 and 2......
FORM BE-12A (REV 3/2012)

Close FY 2011
(3)

1

2

___ ___ ___ . ___%

___ ___ ___ . ___%

1

2

___ ___ ___ . ___%

___ ___ ___ . ___%

1

2

___ ___ ___ . ___%

___ ___ ___ . ___%

1

2

___ ___ ___ . ___%

___ ___ ___ . ___%

1

For the U.S. affiliate listed in column 1,
give the name of the U.S. entity (U.S.
affiliate) in its ownership chain that is
directly owned by a foreign parent.
If the U.S. affiliate listed in column 1 is
directly owned by a foreign parent, also list
that U.S. affiliate here.
(4)
3

3

3

3

2

1071 ___ ___ ___ . ___%

Page 4

___ ___ ___ . ___%

BEA
USE
ONLY

3

BEA USE ONLY

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 I - Identification of U.S. Affiliate – Continued
Section A — INDUSTRY CLASSIFICATION, TOTAL SALES, AND EMPLOYEES OF FULLY CONSOLIDATED U.S. AFFILIATE
22 Major activities of fully consolidated U.S. affiliate — For an inactive affiliate, select the activities based on its last active period;
for “start-ups,” select the intended activities.
Check all boxes that describe a major activity of the fully consolidated U.S. affiliate

1072 1

2
3
4
5
6

1

Producer of goods
Seller of goods the U.S. affiliate does not produce
Producer or distributor of information
Provider of services
Real estate
Other Specify

2
3
4
5
6

23 What is (are) the major product(s) and/or service(s) resulting from this (these) activities? 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, “manufactured widgets.”)
1163 0

CONTRACT MANUFACTURING SERVICES — Contracting with a firm to process materials and components, including payments for fabricating,
assembling, labeling, and packaging materials and components.
Contract manufacturing services PURCHASED
24 In FY 2012, did this U.S. affiliate purchase contract manufacturing services from others (including foreign affiliates)?
1073 1 1

1

2

Yes — Continue with item 25
No — Skip to item 26

25 If item 24 is answered “Yes,” indicate whether the U.S. affiliate owned the materials used by the contract manufacturers and whether the
services were purchased from businesses inside or outside the U.S. (check all that apply).
The U.S. affiliate owned some or all of the materials used by the contract manufacturers and the companies providing the manufacturing
services were:
1074 1

2

1

Located inside the U.S.

1

Located outside the U.S.

The U.S. affiliate did not own the materials used by the contract manufacturers and the companies providing the manufacturing services were:

1075 1
1

Located inside the U.S.
2

1

Located outside the U.S.

Contract manufacturing services PERFORMED
26 In FY 2012, did this U.S. affiliate perform contract manufacturing services for others (including foreign affiliates)?
1076 1

1

1
2

Yes — Continue with item 27
No — Skip to item 28

27 If item 26 is answered “Yes,” indicate whether the U.S. affiliate owned the materials used by the contract manufacturing and whether the
services were performed for businesses inside or outside the U.S. (check all that apply).
The U.S. affiliate owned some or all of the materials used in the contract manufacturing and the companies purchasing the manufacturing
services were:

1077 1
2

1

Located inside the U.S.

1

Located outside the U.S.

The U.S. affiliate did not own the materials used in the contract manufacturing and the companies purchasing the manufacturing services were:
1078 1

1

Located inside the U.S.
2
1

Located outside the U.S 
BEA USE ONLY
1200

1

2

3

4

5

1201

1

2

3

4

5

1202

1

2

3

4

5

1203

1

2

3

4

5

FORM BE-12A (REV 3/2012)

Page 5

Part II - Financial and Operating Data of U.S. Affiliate
INDUSTRY CLASSIFICATION, TOTAL SALES, AND EMPLOYEES OF FULLY CONSOLIDATED U.S. AFFILIATE
Enter the 4-digit International Surveys Industry (ISI) code(s) and the sales and employment associated with each code in items 28 through 37 .
Book publishers, printers, and real estate investment trusts — See instructions for items 28 – 41 on page 37.
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.
Column 1 – ISI Code — See the Summary of Industry Classifications on page 30. 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.
Column 2 – Sales
INCLUDE

EXCLUDE
• Investment gains and losses reported in item 44 .

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

• 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 or losses from DISPOSALS of discontinued operations and
gains and losses from derivative instruments (report as certain
gains (losses) in item 44 ).

• ONLY finance and insurance companies and units should report
dividends and interest. Companies involved with repos and
reverse repos see instructions for items 28–41 on page 37.

• Dividends and interest earned by non-finance and non-insurance
companies and units (report as other income in item 45 ).

• Total income of holding companies (ISI code 5512) as reported in
item 46 .

Column (3) – Number of employees — INCLUDE all full-time and part-time employees on the payroll at the end of FY 2012 associated with each ISI code.
EXCLUDE contract workers and other workers not carried on the payroll of this U.S. affiliate. If employment at the end of 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, provide your best estimate.
NOTE: For most U.S. reporters, the employment distribution in column 3 is
not proportional to the sales distribution in column 2. Therefore, do
not distribute employment by industry in proportion to sales by industry.

ISI code
(1)
1

$ Bil.

Mil.

--Select ISI CODE--

1

3

000
3

000

2

3

--Select ISI CODE--

1170
34 Enter code of industry with 7th largest sales.....................................................
1

2

--Select ISI CODE--

1171
35 Enter code of industry with 8th largest sales.....................................................

000

3

000

2

3

--Select ISI CODE--

000

1176
36 Enter code of industry with 9th largest sales.....................................................
1

3

000

2

--Select ISI CODE--

1169
33 Enter code of industry with 6th largest sales.....................................................

1

3

000

2

--Select ISI CODE--

1168
32 Enter code of industry with 5th largest sales.....................................................

1

3

000

2

--Select ISI CODE--

1167
31 Enter code of industry with 4th largest sales.....................................................
1

3

000

2

--Select ISI CODE--

1166
30 Enter code of industry with 3rd largest sales.....................................................
1

Dols.

2

--Select ISI CODE--

1165
29 Enter code of industry with 2nd largest sales....................................................
1

Thous.

2

1164
28 Enter code of industry with largest sales...........................................................
1

Number of employees
associated with each ISI
code in column 1
(3)

Sales
(2)

2

--Select ISI CODE--

1177
37 Enter code of industry with 10th largest sales...................................................

3

000

3

38 Number of employees of administrative offices and other auxiliary units — 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 services for only one unit. Instead, report such employees in column 3 of items 28

1178
through 37 ............................................................................................................................................................................

2

39 Sales and employees accounted for — Sum of items 28 through 38 ..............................
1172

2

40 Sales and employees not accounted for above — Items 28 through 37 must all
1173
have entries if amounts are entered in this item..................................................................
41 TOTAL SALES OR GROSS OPERATING REVENUES (excluding sales
taxes) and employees — Sum of items 39 and 40 , columns 2 and 3................. 1174

FORM BE-12A (REV 3/2012)

Page 6

1

3

000
3

000

2

3

000

Part II - Financial and Operating Data of U.S. Affiliate – Continued
Section B — INCOME STATEMENT
$ Bil.

INCOME

Mil.

Thous. Dols.

1

42 Total sales or gross operating revenues, excluding sales taxes — Must equal item 41 column 2.........................
43 Income from equity investments in unconsolidated U.S. affiliates and all foreign entities — INCLUDE here
the equity in earnings, during the reporting period, for all U.S. and foreign investments that are unconsolidated and
reported in item 66 . INCLUDE dividends received for investments that are owned less than 20 percent and not
subject to FASB ASC 320 (formerly FAS 115). EXCLUDE fair value gains and losses for investments that would
otherwise be accounted for under the equity method. Report such fair value gains (losses) in item 44 .......................

2149

000

1

2150

000

1

44 Certain gains (losses) — READ INSTRUCTIONS CAREFULLY as this item is based on economic accounting
concepts and may, in some cases, deviate from accounting principles.
Report gross amount before income tax effect. Include tax effect in item 48 .
Report gains (losses) resulting from:
a. Extraordinary, unusual, or infrequently occurring items that are material. INCLUDE losses from accidental
damage or disasters, after estimated insurance reimbursement. INCLUDE other material items, including write-ups,
writedowns, and writeoffs of tangible and intangible assets; gains (losses) from the sale or other dispositions of
capital assets. EXCLUDE legal judgments (report legal judgments against the U.S. affiliate in item 47 ; report legal
settlements in favor of the U.S. affiliate in item 45 );
b. Restructuring. INCLUDE restructuring costs that reflect writedowns 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. Report them in item 47 ;
c. Sales or disposition of land, other property, plant, and equipment, or other assets, and FASB ASC 360
(formerly FAS144) 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 IV.44. on page 37;
d. Sales or other disposition 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;
e. Goodwill impairment as defined by FASB ASC 350 (formerly FAS 142);
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 28 through 41 ;
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;
h. The cumulative effect of a change in accounting principle; and
i. The cumulative effect of a change in the estimate of stock compensation forfeitures under FASB ASC 718
(formerly FAS 123(R)).................................................................................................................................................

2151

000

1

45 Other income — Legal settlements in favor of the U.S. affiliate, dividends and interest earned by non-finance and
non-insurance companies and units, nonoperating, and other income not included above. — Specify major items
2152

000

1

46 Total income — Sum of items 42 through 45 . ............................................................................................................

2153

000

1

COSTS AND EXPENSES
47 Cost of goods sold or services rendered, and selling, general, and administrative expenses — Operating
expenses that relate to sales or gross operating revenues, item 42 , and selling, general, and administrative
expenses. INCLUDE production royalty payments to governments, their subdivisions and agencies, and to other
persons. INCLUDE legal judgments against the U.S. affiliate. INCLUDE depletion charges representing the
amortization of the actual cost of capital assets, but EXCLUDE all other depletion charges. EXCLUDE goodwill
impairment as defined by FASB ASC 350 (formerly FAS 142). Report such impairment losses in item 44 . For
guidance on restructuring costs, see item 44b ...............................................................................................................

2154

000

1

48 Income taxes — Provision for U.S. Federal, state, and local income taxes. INCLUDE the income tax effect of certain
gain (losses) reported in item 44 . EXCLUDE production royalty payments...................................................................

2156

000

1

49 Other costs and expenses not included above. Include noncontrolling interests in profits and losses (FASB
ASC 810 (formerly FAS 160)). — Specify major items
2157

000

1

50 Total costs and expenses — Sum of items 47 through 49 ........................................................................................

2158

000

1

NET INCOME
51 Net income (loss) after provision for U.S. Federal, state, and local income taxes — Item 46 minus item 50 ......  2159

FORM BE-12A (REV 3/2012)

Page 7

000

Part II - Financial and Operating Data of U.S. Affiliate – Continued
Section C — 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, please see the instructions for item 52 through 57 starting on page 37.
Insurance companies also see page 38, V.A. for special instructions.
Utilities and oil & gas producers and distributors — To the extent feasible, revenues are to be allocated between sales of goods and sales of
services. Revenues earned from the sale of a product (e.g., electricity, natural gas, oil, water, etc.) are to be reported as sales of goods. Revenues
earned from the distribution or transmission of a product (e.g., fees received for the use of transmission lines, pipelines, etc.) are to be reported as
sales of services.
$ Bil. Mil. Thous. Dols.
1

52 Total sales or gross operating revenues, excluding sales taxes —
2243
Equals sum of items 53 through 55 .............................................................................................................................

000

1

53 Sales of goods...............................................................................................................................................................
2244

000

54 Investment income included in gross operating revenues. Include ALL interest and dividends generated by
2245
finance and insurance subsidiaries or units....................................................................................................................

000

1

1

55 Sales of services, total — Sum of items 56 and 57 ..................................................................................................
2246

000

1

56

To U.S. persons or entities......................................................................................................................................
2247

000

1

57

2257
To foreign persons or entities.................................................................................................................................

000

CROSS-BORDER SERVICES TRANSACTIONS
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

1

1

Yes

1

2

No

Section D — OTHER FINANCIAL AND OPERATING DATA

$ Bil.

Mil.

Thous. Dols.

1

58 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 59 )........................................................................................
2400

000

1

59 Interest expenses 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 58 ).....
2401

000

1

60 Other taxes and non-tax payments (EXCLUDING income and payroll taxes) — Amount paid or accrued for the
year, net of refunds or credits, to U.S. Federal, state, and local governments, their subdivisions and agencies for —
• Sales, consumption, and excise taxes collected by the affiliate on goods and services sold
• Premium taxes paid by insurance companies
• Property and other taxes on the value of assets and capital
• Any remaining taxes (other than income and payroll taxes)
• Non-tax liabilities (other than for purchases of goods and services) such as —
- Import and export duties
- Production royalties for natural resources
- License fees, fines, penalties, and similar items
NOTE: The amount reported in this item SHOULD NOT EQUAL the amount reported in item 48 ...........................

2402

000

1

61 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 61 on page 38..................................................................................................................................................... 2253
1

BEA USE ONLY
2404

FORM BE-12A (REV 3/2012)

Page 8

000

Part II – Financial and Operating Data of U.S. Affiliate – Continued
Section E – INDUSTRY ACTIVITIES
INSURANCE INDUSTRY ACTIVITIES
Insurance related activities are covered by industry codes 5243 (insurance carriers, except life insurance carriers) and 5249 (life insurance carriers).

 62a  Of the total sales and gross operating revenues reported in item 41 , column 2,
were any of the sales or revenues generated by insurance related activities?
1180 1

1

1 2

Yes — Answer items  62b  and  62c 
$ Bil.
1

No — Skip to item  63a 

 62b  Premiums earned — Report premiums, gross of commissions, included in revenue during the reporting year.
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. EXCLUDE all annuity premiums. Also EXCLUDE premiums and policy
fees related to universal and adjustable life, variable and interest-sensitive life, and variable-universal life policies.......

1181

Mil.

Thous. Dols.

000

1

 62c  Losses incurred — Report losses incurred for the insurance products covered by item  62b . EXCLUDE
loss adjustment expenses and losses that related to annuities. Also EXCLUDE losses related to universal and
adjustable life, variable and interest-sensitive life, and variable-universal life policies.

For property and casualty insurance, calculate as net losses paid during the reporting year, minus net unpaid
losses at the beginning of the year, plus net unpaid losses at the end of the year. In the calculation of net losses,
INCLUDE losses on reinsurance assumed from other companies and EXCLUDE loses on reinsurance ceded to
other companies. Unpaid losses include both case reserves and losses incurred but not reported.
For life insurance, losses reflect policy claims on reinsurance assumed or on primary insurance sold, minus losses
recovered from reinsurance ceded, adjusted for changes in claims due, unpaid, and in course of settlement................ 1182

000

WHOLESALE AND RETAIL TRADE INDUSTRY ACTIVITIES — Goods purchased for resale without further processing
Wholesale trade industry activities include the wholesaling of durable and nondurable goods.
These activities are covered by industry codes 4231 through 4251.
Retail trade industry activities are covered by industry codes 4410 through 4540.

 63a  Of the total sales and gross operating revenues reported in item 41 , column 2, were any of the sales or revenues
generated by wholesale or retail trade activities?
1183 1

1

1 2

Yes — Answer items  63b  and  63c 
No — Skip to item 64
$ Bil.

 63b  Enter the cost of goods purchased for resale without further processing during the fiscal year that ended
in calendar year 2012....................................................................................................................................................

1184

(Unrestated)
(2)

Thous. Dols. $ Bil.

1

 63c  Enter the closing balances at the end of fiscal years 2012 and 2011
of the inventory of goods purchased for resale without further processing................

1185

000

BEA USE ONLY
1189

Page 9

Mil.

Thous. Dols.

2

1

FORM BE-12A (REV 3/2012)

000

Close FY 2011

(1)

Mil.

Thous. Dols.

Close FY 2012
$ Bil.

Mil.

1

000

Part II – Financial and Operating Data of U.S. Affiliate – Continued
Section F — BALANCE SHEET
NOTE — Disaggregate all balance sheet items in the detail shown. Insurance companies
see page 38, V.A., for special instructions.

Close FY 2012

Close FY 2011
(Unrestated)
(2)

(1)

ASSETS

$ Bil.

64 Cash items — Deposits in financial institutions and other cash items. Do NOT include
overdrafts as negative cash. ............................................................................................................

Mil.

Thous. Dols. $ Bil.

1

1

65 Inventories — Land development companies, exclude land held for resale (include in
item 68 ); finance and insurance companies, exclude inventories of marketable
securities (include in item 68 )........................................................................................... 2104

67 Property, plant, and equipment, net — Include land, timber, mineral rights, structures,
machinery, equipment, special tools, deposit containers, construction in progress, and
capitalized tangible and intangible exploration and development costs of the affiliate, at
historical cost net of accumulated depreciation, depletion, and amortization. Include
items on capital leases from others, per FASB ASC 840 (formerly FAS 13), and
property you own that you lease to others under operating leases. Exclude all other
types of intangible assets, and land held for resale. (An unincorporated affiliate should
include items owned by its foreign parent but which are in the affiliate’s possession in
the United States whether or not carried on the affiliate’s own books or records.).............

2106

000

000

2110

2

000

2109

000

70 TOTAL LIABILITIES...........................................................................................................

2114

000

2

000

1

LIABILITIES

000

2

1

69 Total assets — Sum of items 64 through 68 . .........................................................................

000

1

1

68 Other assets — Include all other assets not included above............................................

000

2

2107

000

2

1

66 Equity investment in unconsolidated U.S. and foreign business enterprises —
Include all ownership in unconsolidated business enterprises using the equity method.
NOTE: Include ALL foreign affiliates using the equity method (even if majority owned).....

Thous. Dols.

000

2101

Mil.

2

000

2

000

000

71 Has fair value accounting been applied to, or elected for, any asset or liability items
included in the amounts reported on the balance sheet above?
2112 1

1

1

2

Yes — Report the total amount of the fair value assets
and liabilities in the space provided below.

Close FY 2012

Close FY 2011
(Unrestated)
(2)

(1)

No — Skip to item 72
$ Bil.

Of the property, plant, and equipment reported in item 67 ,
what amount was reported using fair value accounting?....................................................
Of the total assets reported in item 69 , what amount was
reported using fair value accounting?.................................................................................
Of the total liabilities reported in item 70 , what amount was
reported using fair value accounting?.................................................................................

Mil.

Thous. Dols. $ Bil.

1
2115

000

1
2123

Thous. Dols.

000

2

000

1
2597

Mil.

2

000

2

000

000

Banking Industry Activities
72 Of the total sales and gross operating revenues reported in item 41 , column 2, were any of the sales or revenues generated by
depository or non-depository banking activities (industry codes 5221 or 5229)?

2113 1

1

1

Yes — Report the U.S. affiliate’s values for the following

2

No — Skip to item 73
$ Bil.

Total

Banking activities
in industry codes
5221 or 5229

(1)

(2)

Mil.

Thous. Dols. $ Bil.

Total of all assets reported in the balance sheet
above (column 1 total equals item 69 column 1)..........

Liabilities: Total of all liabilities reported in the balance sheet

above (column 1 total equals item 70 column 1)..........

2124

000

000

1

Interest income: Column 1 total equals item 58 . ............................

2126

FORM BE-12A (REV 3/2012)

000

000

Page 10

000

000

000

000

000
3

000

2

Thous. Dols.

3

2

1

Interest expense: Column 1 total equals item 59 ............................ 2127

Mil.

3

2

1
2125

(3)

Thous. Dols. $ Bil.

2

1

Assets:

Mil.

All other

3

000

000

Part II – Financial and Operating Data of U.S. Affiliate – Continued
Section F — BALANCE SHEET — Continued
Close FY 2012

Close FY 2011

(1)

(Unrestated)
(2)

OWNERS’ EQUITY
$ Bil.

73 Capital stock and additional paid-in capital — Common and preferred, voting and
non-voting capital stock and additional paid-in capital........................................................

Mil.

Thous.

Dols. $ Bil.

1
2116

000

1

75 Treasury stock..................................................................................................................

Accumulated other
comprehensive income (loss)

Thous. Dols. $ Bil.

1

 76a  Translation adjustment...........

2122

2128

000

000

000

2

) 000 (

) 000

Mil.

Thous. Dols.

2

000

1

 76b  All other components..............

(Unrestated)
(2)

(1)

Mil.

Dols.

Close FY 2011

Close FY 2012

$ Bil.

(

2118

Thous.

2

2117
74 Retained earnings (deficit)..............................................................................................
1

Mil.

2

000

2

000

000

 76c  Total accumulated other comprehensive income (loss) —
Equals sum of 76a and 76b................................................................................................

1
2129

2

000

1

000

2

77 Other — Include noncontrolling interest per FASB ASC 810 (formerly FAS 160).
Specify major items

2119

78 Total owners’ equity — Sum of items 73 , 74 , 75 ,  76c  and 77 for
incorporated U.S. affiliates and those unincorporated U.S. affiliates for which this
breakdown is available. For those unincorporated U.S. affiliates that cannot provide a
breakdown for items 73 through 77 , report total owners’ equity in this item. For both
incorporated and unincorporated U.S. affiliates, total owners’ equity must equal item
69 (total assets) minus item 70 (total liabilities)..............................................................

000

1

2120

000

2

000

000

Section G — CHANGE IN RETAINED EARNINGS (DEFICIT) — If retained earnings (deficit) is not
shown as a separate account, show change in total owners’ equity.
79 Balance, close FY ended in 2011, before restatement due to a change in the entity (e.g., due to mergers,
acquisitions, divestitures, etc.) or due to a change in accounting methods or principles, if any — Enter
amount from item 74 , column 2; if retained earnings (deficit) is not shown as a separate account, enter
amount from item 78 , column 2.................................................................................................................................

$ Bil.

Mil.

Thous. Dols.

1

2211

000

1

80 Increase (decrease) due to restatement of FY 2011 closing balance. — Specify reason(s) for change

2212

000

1

81 FY 2011 closing balance as restated — Item 79 plus item 80 .............................................................................

2213

000

1

82 Net income (loss) — Enter amount from item 51 ....................................................................................................

2214

000

1

83 Dividends or earnings distributed — Incorporated affiliates, enter amount of dividends declared, inclusive of
taxes withheld, out of current- or prior-period income, on common and preferred stock, excluding stock dividends.
Unincorporated affiliates, enter amount of current- or prior-period net income distributed to owners.........................

2215

000

1

84 Other increases (decreases) in retained earnings (deficit), including stock or liquidating dividends, or in
total owners’ equity if retained earnings (deficit) is not shown as a separate account, including capital
contributions (return of capital). — Specify
2217

85 FY 2012 closing balance — Sum of items 81 , 82 , and 84 minus item 83 ; also must equal item 74 ,
column 1, if retained earnings (deficit) is shown as a separate account, or item 78 , column 1, if retained
earnings (deficit) is not shown as a separate account.................................................................................................
FORM BE-12A (REV 3/2012)

Page 11

000

1

2218

000

Part II – Financial and Operating Data of U.S. Affiliate – Continued
Section H — LAND AND OTHER PROPERTY, PLANT, AND EQUIPMENT
Include all land and other property, plant, and equipment carried anywhere on the U.S. affiliate’s balance sheet, whether or not with the intent of
holding and actively using the asset in the operating activity of the business. Land refers to any part of the earth’s surface, including land being
leased from others under capital leases. Other property, plant, and equipment includes: timber, mineral and like rights owned; all structures,
machinery, equipment, special tools, and other depreciable property; construction in progress; capitalized tangible and intangible exploration and
development costs; and the capitalized value of timber, mineral, and like rights leased by the affiliate from others under capital leases. On the
balance sheet these items may be carried in property, plant, and equipment (item 67 ) or in other assets (item 68 ).
Exclude items that the affiliate has sold on a capital lease basis.

CHANGE FROM FY 2011 CLOSING BALANCES TO FY 2012 CLOSING BALANCES

$ Bil.

Mil.

Thous. Dols.

1

86 Net book value of all land and other property, plant, and equipment at close of FY 2011 wherever carried
on the balance sheet, before restatement due to a change in entity..............................................................................

000

000

2386

CHANGES DURING FY 2012
1

87 Give amount by which the net book value in item 86 would be restated due to:

• Change in entity (i.e., due to the acquisition of, or merger with, another company, or the divestiture of a
subsidiary, change in fiscal year, etc.)

• Change in accounting methods or principles

If a decrease, put amount in parentheses....................................................................................................................... 2387

1

EXPENDITURES — Include all purchases by, or transfers to, the U.S. affiliate of land and other property, plant, and
equipment. Exclude all changes caused by a change in the entity or by a change in accounting methods or
principles during FY 2012 (include such changes in item 87 ).
Expenditures by the U.S. affiliate for, or transfers into the U.S. affiliate of,
88

Land — Report expenditures for land except land held for resale.

Report land held for sale in item 93 ....................................................................................................................... 2388

000

1

89

Mineral rights, including timber — Report capitalized expenditures to acquire mineral and timber rights.
Exclude capitalized expenditures for the exploration and development of natural resources. Include those
in item 90 ............................................................................................................................................................... 2389

000

1

90

Property, plant, and equipment other than land and mineral rights (Exclude changes due to mergers and
acquisitions. Report them in item 87 .).................................................................................................................... 2390

000

000

000

000

000

000

000

000

000

1

91 Depreciation.................................................................................................................................................................. 2392
1

92 Depletion....................................................................................................................................................................... 2393
1

93 Net book value of sales, retirements, impairments, or transfers out of assets defined for inclusion in this
section, and other decreases (increases) — INCLUDE expenditures for land held for sale. EXCLUDE amounts
relating to the divestiture of U.S. affiliates. Report such amounts in item 87 ................................................................ 2394

BALANCES AT CLOSE OF FY 2012
94 Net book value of land and other property, plant, and equipment at close of FY 2012 —
Sum of items 86 through 90 , minus sum of items 91 through 93 ........................................................................... 2395

1

1

95 Accumulated depreciation and depletion.................................................................................................................. 2396
1

96 Gross book value of all land and other property, plant, and equipment at close of FY 2012, wherever
carried on the balance sheet — Sum of items 94 and 95 . ......................................................................................... 2397

ADDENDA
1

97 Gross book value of land owned — The portion of item 96 that is the gross book value of land owned. Include
undeveloped and agricultural land, and also the value of land you own that is located under developed properties
such as office buildings, apartment buildings, retail buildings, etc. If your accounting and reporting systems do not
separately account for land and building components when buildings sit upon land that you own, provide your best
estimate of the gross book value of the land owned....................................................................................................... 2356
1

98 Expensed petroleum and mining exploration and development expenditures — Include expensed expenditures
to acquire or lease mineral rights. EXCLUDE expenditures that are capitalized and expenditures made in prior years
that are reclassified in the current year; such expenditures are considered to be expenditures only in the year when
initially expended............................................................................................................................................................ 2398
1

FORM BE-12A (REV 3/2012)

BEA USE ONLY
Page 12

2399

Part II – Financial and Operating Data of U.S. Affiliate – Continued
Section I — RESEARCH AND DEVELOPMENT
Research and development (R&D) expenditures – 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.
See instructions 99 –106 on page 38 for more details of what to include.
NOTE — Items 99 through  104  pertain to R&D performed by the U.S. affiliate, including R&D performed by the U.S. affiliate for others under contract.
$ Bil.

99

R&D performed BY the U.S. affiliate, total — Sum of items  100   through  104  . EXCLUDE the cost of R&D
funded by the U.S. affiliate but performed by others. Report such R&D costs in item  105   . .......................................... 2403

Mil.

Thous. Dols.

1

1

000

000

000

000

000

000

Funded (or reimbursed) by:
 100 

U.S. affiliate itself................................................................................................................................................... 2405
1

 101 

Federal Government (i.e., federally financed R&D)............................................................................................... 2406
1

 102 

Affiliated foreign group. See the example below for an illustration of affiliated foreign group.............................. 2411
1

 103 

Foreign affiliates owned by this U.S. affiliate. See item 7 for a diagram that illustrates
foreign affiliates owned by this U.S. affiliate............................................................................................................. 2412
1

 104 

Others under contract........................................................................................................................................... 2407
1

 105  R&D performed FOR the U.S. affiliate by others on a contractual basis.................................................................. 2408
 106  R&D employees — Report the number of employees engaged in R&D in the United States (including the District of
Columbia, Puerto Rico, and all territories and possessions of the United States) during the fiscal year that ended in
calendar year 2012.

Number of
R&D Employees

R&D employees are scientists, engineers, and other professional and technical employees, including managers,
engaged in scientific or engineering R&D work, at a level that requires knowledge of physical, social, or life sciences,
engineering, mathematics, statistics, or computer science at least equivalent to that acquired through completion
of a four-year college course with a major in one of these fields (i.e., training may be either formal or by experience)...... 2409

1

1

BEA USE ONLY

2410

EXAMPLE OF AFFILIATED FOREIGN GROUP
Affiliated foreign group
Foreign company X

>50 percent

>50 percent

Foreign parent

Foreign company Y

>50 percent
Foreign company Z

Foreign
United States

10 to 100 percent
U.S. affiliate

FORM BE-12A (REV 3/2012)

Page 13

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.)

000

Part II – Financial and Operating Data of U.S. Affiliate – Continued
Section J — 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.
• Report on a SHIPPED basis, rather than a CHARGED basis. The shipped basis tracks at the physical movement of goods. However, U.S.
affiliates normally keep their accounting records on a “charged basis,” which may not reflect the physical movement of goods. 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. Additional instructions regarding shipped basis
are available on page 38.
• Timing — Only include goods actually shipped during FY 2012 regardless of when the goods were charged or consigned.
• f.a.s. valuation — Value goods f.a.s. (free alongside ship) at the port of exit.
• INCLUDE 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 cost, 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 exit to the port of entry.

INCLUDE:

EXCLUDE:

• Capital goods (e.g., manufacturing equipment used to produce goods
for sale).
• Consigned goods — Include 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 value of the
product (electricity, water, and natural gas). DO NOT report the service
value (transmission and distribution).
• General use computer software — Include packaged general use
computer software at full transaction value (including both the value
of the media on which the software is recorded and the value of the
information contained on the media).

• Services
• In-transit goods — These 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).
• Ships, planes, railroad rolling stock, and trucks that were temporarily
outside the United States transporting people or merchandise.
• 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.

• Software transmitted electronically rather than physically shipped.
• Goods shipped by an independent carrier or a freight forwarder to or
• Negotiated licensing fees for software to use on networks.
from the United States at the expense of a U.S. affiliate are, respectively,
imports or exports of the U.S. affiliate.

TOTAL
Sum of columns 2
through 4

Shipped to (by) foreign
Shipped to (by) affiliated affiliates owned by this U.S.
foreign group(s).
affiliate. (See illustration of
(See illustration of affiliated foreign affiliates owned by
foreign group on page 13.) this U.S. affiliate on page 3)

$ Bil.

 107   Exports of U.S. affiliate to foreign persons
— Shipped by U.S. affiliate to foreign persons
(valued f.a.s. U.S. port).....................................
 108   Imports of U.S. affiliate from foreign
persons — Sum of items  109  through  112 
Shipped to U.S. affiliate by foreign persons
(valued f.a.s. foreign port)................................

1

 1 11  . Goods for resale without further processing,
assembly, or manufacture by this affiliate........ 2528

000

2531

000

Page 14

000

000

000
4

000

3

000

000

000

000

000

4

000

000

4

3

2

3

000

4

000

2

000

3

000

1

 112   Other — Specify major items

000

2

1

000

3

Mil. Thous. Dols.

4

000

2

1

2530

000

1

 109  .Capital equipment and other goods charged
by U.S. affiliate to its fixed asset accounts.... 2529

FORM BE-12A (REV 3/2012)

Mil. Thous. Dols. $ Bil.

3

000
2

2515

Mil. Thous. Dols. $ Bil.

2

2502

IMPORTS BY INTENDED USE:

 110   Goods intended for further processing,
assembly, or manufacture by this affiliate
before resale to others..................................

Mil. Thous. Dols. $ Bil.

1

(4)

(3)

(2)

(1)

Shipped to
(by) all other
foreign persons

4

000

000

Part II – Financial and Operating Data of U.S. Affiliate – Continued
EXPORTS OF GOODS BY U.S. AFFILIATE TO FOREIGN PERSONS BY COUNTRY OF ULTIMATE DESTINATION
Report exports of goods by the U.S. affiliate to each country of ultimate destination. The country of ultimate destination is the country where the goods
are to be consumed, further processed, or manufactured, as known to the shipper at the time of exportation. If the shipper does not know the country of ultimate
destination, credit the shipment to the last country to which the shipper knows that the goods will be shipped in the same form as exported.
EXPORTS — Shipped by U.S. affiliate to foreign persons (valued f.a.s. U.S. port)

TOTAL
Equals item 107  ,
column 1.

BEA USE
ONLY

Shipped to affiliated foreign
group(s). Equals item 107  ,
column 2.
(2)

(1)
$ Bil.

 113  TOTAL must equal sum of items  114  through  135 .

Also must equal amounts reported in item  107 .............

1

TO COUNTRY OF ULTIMATE DESTINATION —
Enter amounts for all individual countries to which
exports were $500 thousand or more.
 114  Australia......................................................................

1

2

 116  Canada.........................................................................

2

 117  China............................................................................

2

1

 118  France........................................................................... 2605

 121  Italy............................................................................... 2608
 122  Japan...........................................................................

611
1

314
2

614

2609
1

626

 124  Mexico.......................................................................... 2611

319

 131 
 132 

327

 133 

2

1

2

1

2

1

2

--Select Country---Select Country--

1

2

1

2

FORM BE-12A (REV 3/2012)

000

4

000
4

000

000

4

000

4

000

000
4

000
3

000
4

000
3

000
4

000
3

000
4

000
3

000
4

000
3

000
Page 15

000

3

2

709

000
4

3

000
1

000

000

000

000
000

4

000

2620

2621
 134 
 135  Exports to all other countries not listed or
written in above for which exports to each
were LESS than $500 thousand.................................. 2698

3

000

2619

4

000

000

2618

000

000

2617

000

4

4

000

2616

--Select Country--

000

2

000

4

000

3

325

1

000
000

3

--Select Country--

--Select Country--

3

000

Other individual countries to which exports were $500
thousand or more — Specify (Use supplemental sheets if
necessary, to account for all such countries.)

--Select Country--

000

2

1

 128  United Kingdom........................................................... 2615

000

3

3

625

 127  Switzerland.................................................................. 2614

000

3

3

2

1

 130 

000
4

000
2

1

 126  Singapore..................................................................... 2613

000

3

213

000

4

000
2

1
2612

000
000

2

1

 129 

000

2

1

 123  Korea, Republic of ...................................................... 2610

 125  Netherlands.................................................................

000

2

000

3

308
1

 120  Hong Kong................................................................... 2607

000
2

000
4

3

307
1

 119  Germany....................................................................... 2606

000

000

2

000
4

3

650

2604

000

000

1

000
4

3

100

2603

4

000

1

000

000
3

202

2602

000

000
2

Mil. Thous. Dols.

4

3

601

2601

Mil. Thous. Dols. $ Bil.

3

000

1

 115  Brazil............................................................................

Mil. Thous. Dols. $ Bil.

2

2600

Shipped to foreign
affiliates owned by this
U.S. affiliate and all other
foreign persons. Equals
item 107  , columns 3
plus 4.
(3)

000
4

000

000

Part II – Financial and Operating Data of U.S. Affiliate – Continued
IMPORTS OF GOODS BY U.S. AFFILIATE FROM FOREIGN PERSONS BY COUNTRY OF ORIGIN
Report imports of goods by the U.S. affiliate from each country of origin. The country of origin is the country where the goods were grown, mined,
or manufactured. If the country of origin cannot be determined, credit the transactions to the country from which the goods were shipped.
IMPORTS — Shipped to U.S. affiliate by foreign persons (valued f.a.s. foreign port)

Shipped by affiliated
foreign group(s). Equals
item 108  column 2.

TOTAL
Equals item 108  ,
column 1.

BEA USE
ONLY

(1)
$ Bil.

 136   TOTAL must equal sum of items  137  through  158 .
Also must equal amounts reported in item 108 ..............

1

FROM COUNTRY OF ORIGIN —
Enter amounts for all individual countries from which
imports were $500 thousand or more.
 137  Australia.......................................................................

1

2

1

 140  China.............................................................................

1

 141  France...........................................................................

1

 142  Germany.......................................................................

1

 143  Hong Kong...................................................................

1

 144  Italy...............................................................................

2808

 145  Japan............................................................................

2809

 146  Korea, Republic of ......................................................

2810

2

614
1

626

2811

 150   Switzerland..................................................................

 152 
 153 
 154 
 155 
 156 
 157 

--Select Country--

--Select Country---Select Country---Select Country--

--Select Country---Select Country--

FORM BE-12A (REV 3/2012)

000

327

2

1

2

1

2

1

2

1

2

1

2

Page 16

000
000

4

000

000

4

000

4

000

000
4

000

000
4

000
3

000
4

000
3

000
4

000
3

000
4

000
3

000

4

3

2

709

000

3

000

2821

000
4

3

000

2820

000

000

2819

000
000

4

000

000

2818

1

3

000

2817

4

000

000

2816

000

4

000

000

1

000

4

4

3

2

000

000

 158  Imports from all other countries not listed or
written in above for which imports from each
were LESS than $500 thousand.................................. 2898

000

3

000

Other individual countries for which imports were $500
thousand or more — Specify (Use supplemental sheets if
necessary, to account for all such countries.)

000

3

325

2815

3

000

2

1

 151  United Kingdom...........................................................

625

2814

000

3

3

2

1

000

3

3

000

4

000
2

319

2813

000

000
2

213

2812

000
000

2

1

 149  Singapore.....................................................................

314
1

1

 148  Netherlands..................................................................

000

2

1

 147  Mexico..........................................................................

000

611

2807

000

3

2

4

000
2

000
4

3

308

2806

000

000

2

000
4

3

307

2805

000

000

000
4

3

2

650

2804

4

000
2

000

000
3

100

2803

000

3

2

Mil. Thous. Dols.

4

000

202

2802

Mil. Thous. Dols. $ Bil.

3

601

2801

1

 139  Canada..........................................................................

Mil. Thous. Dols. $ Bil.

000

1

 138  Brazil.............................................................................

(2)

2

2800

Shipped by foreign
affiliates owned by this
U.S. affiliate and all other
foreign persons. Equals
item 108  columns 3
plus 4.
(3)

000
4

000

000

Part II – Financial and Operating Data of U.S. Affiliate – Continued
Section K — EMPLOYMENT BY LOCATION
Include in this schedule only employees of those U.S. business
enterprises that are fully consolidated into the reporting U.S. affiliate. Do
not consolidate or include employees of foreign business enterprises or
operations, whether incorporated or unincorporated.

Item  215 — Foreign: Except as noted below, do not include employees
located outside of the United States in item  215   or elsewhere in Section K.
a. Employees normally located in the United States who are on a
temporary duty assignment outside of the country for one year or less
should be reported in the U.S. state, territory, or possession where they
are normally located.

Location of employees is the U.S. state, territory, or possession in which
the person is permanently employed.
The total number of employees reported in item  159 MUST equal the total
number of employees reported in item 41 column 3.
Item  213 —U.S. offshore oil and gas sites: Report employment on
offshore oil and gas sites located within U.S. claimed territorial waters but
NOT located within the territorial waters of a specific state. Employment on
offshore oil and gas sites located within the territorial waters of a specific
state should be reported in that state. For offshore oil and gas sites
located outside U.S. claimed territorial waters, see item  215c .

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
 215  . Exclude these employees from the BE-12 report if they are
carried on a foreign payroll.
c. Use item  215 line to report employment at oil and gas sites that
(1) are owned by the U.S. affiliate; (2) are located outside of U.S.
claimed territorial waters; (3) are not incorporated in a foreign country;
(4) are not organized as a branch; and (5) do not otherwise have a
physical presence in a foreign country as evidenced by plant and
equipment or employees located in a foreign country.

Number of employees
at the end of FY 2012

Number of employees
at the end of FY 2012
 159  TOTAL.......................................

2700

3

 191  New York....................................

2732

 192  North Carolina...........................

2733

 160  Alabama..................................... 2701
 161  Alaska......................................... 2702
 162  Arizona....................................... 2703

3
3

 193  North Dakota.............................

2734

3

 194  Ohio...........................................

2735

 163  Arkansas.................................... 2704

 195  Oklahoma..................................

2736

 164  California.................................... 2705
 165  Colorado..................................... 2706
 166  Connecticut................................. 2707
 167  Delaware.................................... 2708
 168  Florida........................................ 2709
 169  Georgia....................................... 2710
 170  Hawaii......................................... 2711
 171  Idaho.......................................... 2712
 172  Illinois.......................................... 2713
 173  Indiana........................................ 2714
 174  Iowa............................................ 2715
2716

 176  Kentucky.....................................

2717

 177  Louisiana....................................

2718

 179  Maryland.....................................

3
3
3
3
3
3
3

3

2719
2720

 181  Michigan.....................................

2722

 196  Oregon.......................................

2737

 197  Pennsylvania.............................

2738

 198  Rhode Island.............................

2739

 199  South Carolina...........................

2740

 200  South Dakota.............................

2741

 201  Tennessee.................................

2742

 202  Texas.........................................

2743

3
3

3
3
3
3
3
3
3
3

 203  Utah............................................ 2744

3
3
3
3

 204  Vermont.....................................

2745

 205  Virginia.......................................

2746

 206  Washington................................

2747

 207  West Virginia..............................

2748

 208  Wisconsin..................................

2749

 209  Wyoming....................................

2750

 210  District of Columbia...................

2751

3
3
3
3
3
3

 211  Puerto Rico................................

2752

 212  Virgin Islands.............................

2753

3
3
3

3
3

 182  Minnesota...................................

2723

 183  Mississippi..................................

2724

3
3

2725

 185  Montana......................................

2726

 186  Nebraska....................................

2727

 187  Nevada.......................................

2728
2729

3
3
3

 213  U.S. offshore oil and gas sites –
See instruction 213 above.........
 214  Other U.S. areas –
includes Guam, American
Samoa, and all other
territories and possessions
not separately listed...................

2756
3

2754
3

3
3

 189  New Jersey.................................

2730

 190  New Mexico................................

2731

FORM BE-12A (REV 3/2012)

3

3

2721

 188  New Hampshire..........................

3

3

 180  Massachusetts............................

 184  Missouri......................................

3

3

 175  Kansas........................................

 178  Maine..........................................

3

3
3

3

3

 215  Foreign – See instruction

215 above..................................

Page 17

2758

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-12A

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
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)

BEA USE ONLY
Control number
1

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

­−

3010

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

 218  For the foreign parent named in item  217 , this Part III is being used to report – Mark (X) one
3012

3013

1

A direct ownership interest in the U.S. affiliate (as reported in item 12 ). See example 1 on page 19 for an illustration of a direct
ownership interest.

1

An indirect ownership interest in the U.S. affiliate (as reported in item 13 ). See example 2 on page 19 for an illustration of an indirect
ownership interest.

Close FY 2012 Close FY 2011

 219  If item  218  is marked direct–

Give percent of –

(1)

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

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

3014

3015

(2)

“Voting interest” and “equity interest” are defined in instruction
12–16 starting on page 36. If the U.S. affiliate is a partnership
— — — . — % — — — . — % or Limited Liability Company also see instructions 6.b. and 6.c.
1
2
on page 36.

1

2

— — — .— %

— — —.—%

NOTE – Ownership percentages reported in item  219  must
match those reported in item 12 for the foreign parent listed in
item  217 .

 220  Country in which foreign parent named in item  217  –
a. is incorporated or organized, if a
business enterprise, or is a resident,
if an individual. See instruction V.G.
on page 40.................................................
b. is located, if a business enterprise
and the country is different from that
in item  220a...............................................

BEA USE ONLY
1

--Select Country--

1

--Select Country-3017

 221  Enter the industry code of the foreign parent named in item  217  , from the list of codes on page 19 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-12A (REV 3/2012)

3016

Page 18

1

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

17 Information (ISI codes 5111–5191)

02 Pension fund — Government run

19 Other services (ISI codes 1150, 2132, 2133, 5321,
5329, and 5611–8130)

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

03 Pension fund — Privately run

Manufacturing, including fabricating,
assembling, and processing of goods:

04 Estate, trust, or nonprofit organization
05 Individual

20 Food (ISI codes 3111–3119)

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

21 Beverages and tobacco products (ISI codes 3121 and 3122)

06 Insurance (ISI codes 5242, 5243, 5249)

22 Pharmaceuticals and medicine (ISI code 3254)

07 Agriculture, forestry, fishing and hunting
(ISI codes 1110–1140)

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

08 Mining (ISI codes 2111–2127)

25 Primary and fabricated metal products
(ISI codes 3311–3329)

24 Nonmetallic mineral products (ISI codes 3271–3279)

09 Construction (ISI codes 2360–2380)
10 Transportation and warehousing (ISI codes 4810–
4939)

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

11 Utilities (ISI codes 2211–2213)

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

27 Machinery (ISI codes 3331–3339)

12 Wholesale and retail trade (ISI codes 4231–4540)
13 Banking, including bank holding companies
(ISI codes 5221 and 5229)

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

14 Holding companies, excluding bank holding
companies (ISI codes 5512 and 5513)

31 Other manufacturing (ISI codes 3130–3231, 3261, 3262,
3370–3399)

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)

32 Petroleum manufacturing, including integrated petroleum
and petroleum refining without extraction (ISI codes
3242–3244)

30 Other transportation equipment (ISI codes 3364–3369)

16 Real estate (ISI code 5310)

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

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

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

Foreign company X
Foreign
Foreign company Y
(foreign parent)

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.

United States
U.S. affiliate

FORM BE-12A (REV 3/2012)

10 to 100 percent

Page 19

U.S. affiliate B

Part III – Investment and Transactions Between U.S. Affiliate and Affiliated Foreign Group – Continued
Section A – IDENTIFICATION OF FOREIGN PARENT AND ULTIMATE BENEFICIAL OWNER (UBO) – 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.O. on page 34 for the complete definition of UBO.
NOTE: See the diagrams at the bottom of this page for examples of the UBO.
 222  Is the foreign parent named in item  217  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

1

Yes – (example 1 below) – Skip to  225 

2

No – (examples 2A and 2B below) – Continue with item  223 

 223  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 33 for the definition of associated group. Identifying the UBO as “bearer shares” is not an acceptable response.
3021

0

 224  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 40.

BEA USE ONLY
3022 1

--Select Country- 225  Enter the industry code of the UBO from the list of codes on page 19. Select the industry code that best reflects the consolidated worldwide
sales of the UBO, including all of its majority-owned subsidiaries.
3023

1

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

DO NOT USE CODE 14 UNLESS YOU RECEIVE PERMISSION FROM BEA.
--Select Industry-company) is normally NOT a valid UBO industry code.

EXAMPLES OF THE ULTIMATE BENEFICIAL OWNER (UBO)
Example 1 – The UBO and foreign parent are the same

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.

Foreign

Foreign company X
1 to 50 percent

Foreign parent = UBO

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

Foreign company X
(UBO)
>50 Percent

Foreign company Z
(Foreign Parent)

Foreign company Y
(foreign parent)

Foreign

United States

United States
U.S. affiliate

FORM BE-12A (REV 3/2012)

>50 Percent

U.S. company C
(UBO)
Page 20

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 begin
on page 34.
 226  Copy your answer from item  218  to the appropriate box below and follow the applicable instructions.
a.
b.

1
1

A direct interest – Continue with item  227 . Do not duplicate data reported on other Parts III.

2

An indirect interest – Skip to item  233 . Do not duplicate data reported on other Parts III.

1

INSTRUCTIONS FOR SECTION B
 227e  Report dividends as of the date they were declared or paid, GROSS of any U.S. tax withheld. Any subsequent settlement of dividends
declared but not paid SHOULD NOT be reported a second time, but should be reflected only as a reduction in item  238 .

Exclude stock and liquidating dividends. Report liquidating dividends in item  228b .

 227f  Report gross amounts of earnings distributed by unincorporated U.S. affiliates, whether out of current or past earnings.

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

FY 2012
$ Bil.

 227  What is the foreign parent’s share of:

Mil.

Thous.

Dols.

1

a. The U.S. affiliate’s net income (loss), after provision for income taxes?
Enter the foreign parent’s share of item 51 .................................................................................................................. 3085

000

1

b. Certain gains (losses) included in net income in item  227a  ? Enter the foreign parent’s share of item 44 ................. 3086

000

1

c. U.S. Federal, State, and local income taxes on certain gains (losses) reported in  227b  ?
Enter the portion of item 48 that is the income tax effect on the amount reported in item  227b  ................................ 3087

000

1

d. Certain gains (losses) not included in net income in item  227a   but taken to other comprehensive income?

Enter the foreign parent’s share of the CHANGE in item  76b  of the balance sheet..................................................... 3088

000

1

e. Dividends on common and preferred stock (gross of U.S. withholding taxes) excluding stock dividends?.................... 3074

000

1

f. Earnings distributed by unincorporated U.S. affiliates?.................................................................................................. 3075

000

1

g. U.S. tax withheld on dividends (item  227e ) or on distributed earnings of unincorporated U.S. affiliate
(item  227f )?.................................................................................................................................................................. 3076

1

BEA USE ONLY
3077

FORM BE-12A (REV 3/2012)

Page 21

000

Part III – Investment and Transactions Between U.S. Affiliate and Affiliated Foreign Group – Continued
INSTRUCTIONS FOR SECTION C
CHANGE IN FOREIGN PARENT’S DIRECT EQUITY IN THE U.S. AFFILIATE DURING FY 2012
Entries in Section C are necessary to identify the amount and cause of any changes in equity holdings by the foreign parent in the U.S. affiliate
during the 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.
 228a  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  228a ), and adjust the debt balance as appropriate in Section E item  238  ;
• 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 B 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.
 228b  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 B 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-12A (REV 3/2012)

Page 22

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

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

Mil.

Thous.

Dols.

1

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

3065

000

1

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

3066

000

For Transactions between the Foreign Parent and an Entity other than the U.S. Affiliate
 229  What is the transaction value of the ACQUISITION of an equity interest in the U.S. affiliate by the foreign parent:

a. From a U.S. entity other than the U.S. affiliate?..........................................................................................................

3067

1

000

1

b. From all foreign entities?............................................................................................................................................

3068

3069

 230  What is the transaction value of the SALE of an equity interest in the U.S. affiliate by the foreign parent:

000

1

a. To U.S. entities other than the U.S. affiliate?..............................................................................................................

000

1

b. To all foreign entities?................................................................................................................................................ 3070

000

 231  What is the total transaction value of the change in the foreign parent’s equity interest in the U.S. affiliate?
1
This item should equal the sum of items  228a ,  229a , and  229b  MINUS the sum of items  228b ,  230a ,

and  230b ...................................................................................................................................................................... 3071

000

For sale or termination
of operations
( 230a  &  230b )

For acquisition
( 229a  & 229b )

 232  For items  229  and  230 , what are the amounts by which the transactions values
reported in those items:

$ Bil.

Mil.

Thous.

Dols.

1

Mil.

Thous.

Dols.

2

a. Exceed the value carried on the books of the U.S. affiliate?........................................... 3090

000

000

1

b. Are less than the value carried on the books of the U.S. affiliate?.................................. 3091

$ Bil.

1

2

000
000

2

BEA USE ONLY
3089

CLOSE FY 2012

Section D – REVERSE OWNERSHIP

Voting
Interest
(1)

 233  Did the U.S. affiliate have a voting and/or equity interest in the foreign parent?
3092 1

1

1

2

Yes – Enter percent of ownership, to the tenth of one percent, and
the dollar value of the equity owned at the end of FY 2012
No – Continue with item  234 

FORM BE-12A (REV 3/2012)

Percent
1
3093

Page 23

Equity
Interest
(2)

___ ___ ___ . ___%

Percent
2

___ ___ ___ . ___%

Value of
equity owned
(3)
$ Bil.

Mil.

Thous.

Dols.

3

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, AND AFFILIATED FOREIGN GROUP
Items  234  through  237 
These items are intended to assist banks and other types of finance companies to determine how to fill out Section E.
U.S. affiliates that also file Treasury International Capital (TIC) B Forms may not be required to complete items  238  through  241.
 234  Is the foreign parent listed in item  217  in the finance industry (includes banking; does not include insurance)?
3052 1

1
1

2

Yes – Continue with item  235 
No – SKIP to item  238 

 235  Is the U.S. affiliate a “bank” or primarily acting as a securities broker or dealer?
Note: A “bank” is a business engaged in deposit banking or closely related functions, including commercial banks, Edge Act corporations,
U.S. branches and agencies of foreign banks, savings and loans, savings banks, bank holding companies and financial holding companies
under the Gramm–Leach–Bliley Act.
3053 1

1
1

2

Yes – Continue with item  236 
No – SKIP to item  237 

 236  Do any of the U.S. business enterprises consolidated in this report have insurance, real estate, or leasing activities?
3054 1

1

1

2

Yes – Complete items  238  through  241  but ONLY report the amounts that relate to insurance, real estate, and leasing activities.
EXCLUDE amounts that represent balances and interest between banking and finance units in the United States and a
foreign parent in the finance industry.
No – SKIP to the Supplement A on page 27.

 237  Do any of the U.S. business enterprises consolidated in this report have banking activities or securities broker or dealer activities?
3055

1
1

1

2

Yes – Complete items  238  through  241  but EXCLUDE amounts that represent balances and interest between banking and finance units
in the United States and a foreign parent in the finance industry.
No – Continue with item  238 

INSTRUCTIONS FOR ITEMS  238 THROUGH  241 
Report all current and long-term intercompany accounts and interest between the U.S. affiliate and the affiliated foreign group in Section E.
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 columns 2 and 3, on pages 25 and 26, as an intercompany payable or receivable balance. Lease payments should be
disaggregated into the amounts that are (i) a reduction in an intercompany payable or receivable balance and (ii) interest, to be reported in
column 4 on pages 25 and 26.

EXAMPLE OF AFFILIATED FOREIGN GROUP
Affiliated foreign group
Foreign affiliate of foreign parent X

>50 percent

>50 percent

Foreign parent

Foreign affiliate of foreign parent Y

>50 percent
Foreign affiliate of foreign parent Z

Foreign
United States

10 to 100 percent
U.S. affiliate

FORM BE-12A (REV 3/2012)

Page 24

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.)

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, AND AFFILIATED FOREIGN
GROUP – Continued
Note: Data reported in Section E must be for the fully consolidated U.S. affiliate. The consolidation rules begin on page 34.
• Do NOT net payables against receivables in columns 1 and 2 (receivable balances are reported on page 26).
• Report interest paid, or credits directly to the foreign parent (FP) or foreign affiliate(s) of the foreign parent (FAFPs) during FY 2012 in column 3.
Report amounts gross of withholding taxes. Do not net payments against receipts (interest receipts are reported on page 26).
 238  What were the short and long-term payable balances owed directly to, and interest payments made directly to the foreign parent
named in item  217 ?
PAYABLE BALANCES
BEA USE
ONLY

$ Bil.

Close FY 2012
(1)
Mil.
Thous.

Country of FP

--Select Country--

Dols.

$ Bil.

INTEREST PAID
Close FY 2011
(2)
Mil.
Thous.

(3)
Dols.

$ Bil.

FP Balances
3056 1

2

Thous.

Dols.

Interest paid to FP

3

000

Mil.

4

000
3106

000
1

BEA USE ONLY

 239  Did the consolidated U.S. affiliate have accounts payable, or make interest payments to, foreign affiliates of the foreign parent
(FAFPs)? See definition of FAFP and example on page 24.
4100 1

1

1

2

Yes – Report short and long-term payable balances and interest paid below.
No – Skip to item  240 .

FAFP payable balances

Country of FAFP
4101 1

A. Canada

2

B. United Kingdom

2

C. Netherlands

F.
G.
H.
I.
J.
K.
L.
M.
N.
O.

2

4106 1

2

4107 1

2

4108 1

2

--Select Country--

4109 1

2

--Select Country--

4110 1

2

--Select Country---Select Country--

4111 1

2

4112 1

2

--Select Country--

4113 1

2

--Select Country--

4114 1

2

4115 1

2

P. Unallocated – Sum of values for countries that

4116 1

2

000
000

000

000

000

000

000

000

000

000
4

000
3

000

000
4

000
3

000

000
4

000
3

000

000
4

000
3

000

000
4

000
3

000

000
4

000
3

Page 25

000
4

3

000

000
4

3

Q. TOTALS – Sum of items A through P

000
4

3

2

000
4

3

709

000
4

3

000

4149 1

FORM BE-12A (REV 3/2012)

000

000

individually amount to less than $2 million

000
4

3

--Select Country---Select Country--

000

000

--Select Country--

000
4

3

--Select Country--

--Select Country--

000

000

4105 1

000
4

3

614
Other countries – Specify

000

000
2

000
4

3

319

D. Japan

000

000
2

4104 1

4

3

327
4103 1

E.

000

100
4102 1

Interest paid to FAFP

3

000
4

000

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, AND AFFILIATED FOREIGN
GROUP – Continued
Note: Data reported in Section E must be for the fully consolidated U.S. affiliate. The consolidation rules begin on page 34.
• Do NOT net payables against receivables in columns 1 and 2 (payable balances are reported on page 25)
• Report interest receipts, or credits directly from the foreign parent (FP) or foreign affiliate(s) of the foreign parent (FAFPs) during FY 2012 in
column 3. Report amounts gross of withholding taxes. Do not net receipts against payments (interest payments are reported on page 25).
 240  What were the short and long-term balances due directly from, and interest received directly from the foreign parent named in
item  217 ?
RECEIVABLE BALANCES
BEA USE

$ Bil.

Mil.

(1)
Thous.

Country of FP

--Select Country--

Close FY 2011

Close FY 2012

ONLY

INTEREST RECEIVED

Dols.

$ Bil.

Mil.

(2)
Thous.

(3)
Dols.

$ Bil.

FP Balances
2

3057 1

Thous.

Dols.

Interest received from FP

3

000

Mil.

4

000
3106

000
2

BEA USE ONLY

 241  Did the consolidated U.S. affiliate have accounts receivable, or receive interest from, foreign affiliates of the foreign
parent (FAFPs)? See definition of FAFP and example on page 24.
4100

2
1

2

2

Yes – Report short and long-term receivable balances and interest received below.
No – Skip to the Supplement A on page 27.

FAFP receivable balances

Country of FAFP
4150 1

A. Canada

2

B. United Kingdom

2

C. Netherlands

F.
G.
H.
I.
J.
K.
L.
M.
N.
O.

--Select Country---Select Country---Select Country--

--Select Country---Select Country---Select Country--

2

4155 1

2

4156 1

2

4157 1

2

4158 1

2

4159 1

2

4160 1

2

4161 1

2

4162 1

2

4163 1

2

4164 1

2

4165 1

2

000
000
000

000

000

000

000

000

000

000

000
4

000
3

000

000
4

000
3

000

000
4

000
3

000

000
4

000
3

000

000
4

000
3

Page 26

000
4

3

000

000
4

3

Q. TOTALS – Sum of items A through P

000
4

3

2

000
4

3

709

000
4

3

000

4199 1

000
4

3

000

individually amount to less than $2 million

FORM BE-12A (REV 3/2012)

000

000

--Select Country--

000
4

3

--Select Country--

P. Unallocated – Sum of values for countries that

000

000

--Select Country--

000
4

3

--Select Country--

--Select Country--

000

000

4154 1

000
4

3

614
Other countries – Specify

000

000
2

000
4

3

319

D. Japan

000

000
2

4153 1

4

3

327
4152 1

E.

000

100
4151 1

Interest received from FAFP

3

000
4

000

000

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

BE-12 Supplement A (2012)

U.S. DEPARTMENT OF COMMERCE

FORM
(REV. 3/2012)

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 enterprises 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
report, please select the
reason. If it is new,
please select "New".

Name of each U.S. business enterprise
consolidated (as represented in item 8 on page 3)

BEA USE ONLY

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

Primary Employer Identification Number as
shown in item 3 on page 2.

(1)
3

1

2

3

1

2

3

1

2

3

1

2

3

1

2

3

1

2

1

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)

2

5110

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

Employer Identification Number
used to file income and
payroll taxes

1

Page number

–

4

5

–

4

5

–

4

5

–

4

5

–

4

5

–

4

5

3

–

4

5

2

3

–

4

5

1

2

3

–

4

5

1

2

3

–

4

5

1

2

3

–

4

5

1

2

3

–

4

5

1

2

3

–

4

5

1

2

3

–

4

5

1

2

3

–

4

5

1

2

3

–

4

5

1

2

3

–

4

5

1

2

3

–

4

5

1

2

3

–

4

5

1

2

3

–

4

5

1

2

3

–

4

5

1

2

3

–

4

5

1

2

3

4

5

--Select
Reason-5111
--Select
Reason-5112
--Select
Reason-5113

--Select
Reason-5114
--Select
Reason-5115

--Select
Reason-5116

--Select
Reason-5117
Page 27

--Select
Reason-5118
--Select
Reason-5119

--Select
Reason-5120
--Select
Reason-5121

--Select
Reason-5122
5123
--Select
Reason--

--Select
Reason-5124
--Select
Reason-5125

--Select
Reason-5126
--Select
Reason-5127
--Select
Reason-5128
--Select
Reason-5129
--Select
Reason-5130
5131
--Select
Reason--

--Select
Reason-5132
5133
--Select
Reason--

–

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

OMB No. 0608-0042: Approval Expires 02/28/2015
FORM BE-12A (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
the reason. If it is new,
please select "New".
1

2

Employer Identification
Number used to file income
and payroll taxes

Name of each U.S. business enterprise
consolidated (as represented in item 8
on page 3)
3

--Select
Reason-5134
1

2

3

1

2

3

1

2

3

1

2

3

1

2

3

1

2

3

--Select
Reason-5135
--Select
Reason-5136
--Select
Reason-5137

--Select
Reason-5138
--Select
Reason-5139
--Select
Reason-5140
1

2

3

1

2

3

1

2

3

1

2

3

1

2

3

1

2

3

1

2

3

1

2

3

1

2

3

1

2

3

1

2

3

1

2

3

--Select
Reason-5141
--Select
Reason-5142
--Select
Reason-5143
Page 28

--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
1

2

3

1

2

3

1

2

3

1

2

3

1

2

3

1

2

3

1

2

3

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

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

--Select
Reason-5157

--Select
Reason-5158
5159
--Select
Reason--

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

(2)

(1)

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

Page number
Percent of direct voting ownership
that the U.S. entity named in column
3 holds in the U.S. entity named in
column 1. – Enter percent to
nearest tenth.
(4)

(3)

4

5

4

5

4

5

4

5

4

5

4

5

4

5

4

5

4

5

4

5

4

5

4

5

4

5

4

5

4

5

4

5

4

5

4

5

4

5

4

5

4

5

4

5

4

5

4

5

4

5

4

5

.

%

.

%

.

%

.

%

.

%

.

%

.

%

.

%

.

%

.

%

.

%

.

%

.

%

.

%

.

%

.

%

.

%

.

%

.

%

.

%

.

%

.

%

.

%

.

%

.

%

.

%

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

BE-12 Supplement B (2012)

BEA USE ONLY

U.S. DEPARTMENT OF COMMERCE

FORM
(REV. 3/2012)

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-12 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 9 on page 4. Continue listing onto as many additional
copied pages as necessary.

If the affiliate has
changed since the last
BEAplease
USE ONLY
report,
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

2

--Select Reason--

Has affiliate
been notified
of obligation
to file?
(3)

(2)

3

6211
2

--Select Reason--

3

Yes
No

–
5

4
1

--2

1

2

--Select Reason--

No

–
5

4
1
--2

Page 29

2

--Select Reason--

3

No

2

6214
1

2

--Select Reason--

3

–

1

2

--Select Reason--

3

No

–

No

–

2

--Select Reason--

3

No

–

1

2

3

2

No

1
---

Yes

2
1

2

--Select Reason--

3

–

No

1

–

1

2

3

No

2

6220
1

2

--Select Reason-6221

3

–

%

.

%

.

%

.

%

6

No

–
5

2

.

Yes

4
1
---

%

6

5

4
1
---

.

Yes

6219

--Select Reason--

%

6

5

4

--2

.

6

5

4

6218

%

Yes

6217

--Select Reason--

.

6

5

4
1
---

%

Yes

6216
1

.

6

5
1

%

Yes

4

--2

.

6

5

2

6215

%

Yes

4
1
---

.

6

5

4
1
---

%

Yes

6213
1

.

6

Yes

6212
3

6

5
1
---

(5)

(4)

4

2

1

Employer Identification Number
used to file income and
payroll taxes

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.

6

Yes
No

–

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-12A (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 30

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-12A INSTRUCTIONS
NOTE: Instructions in section IV are cross referenced by number to the items located on pages 2 to 17.
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.

Foreign
U.S.

Foreign person A

↓ 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 of this form.
Respondent Burden – Public reporting burden for this BE-12A form
is estimated to vary from 6.5 to 633 hours per response, with an average
of 96 hours per response, including the time for reviewing instructions,
searching existing data sources, gathering and maintaining the data
needed, and completing and reviewing the collection of information. Send
comments regarding this burden estimate or any other aspect of this
collection of information, including suggestions for reducing this burden,
to Director, Bureau of Economic Analysis (BE-1), U.S. Department of
Commerce, Washington, DC 20230; and to the Office of Management
and Budget, Paperwork Reduction Project 0608-0042, Washington, DC
20503.
Confidentiality – The Act provides that your report to this Bureau
is CONFIDENTIAL and may be used only for analytical or statistical
purposes. Without your prior written permission, the information filed
in your report CANNOT be presented in a manner that allows it to be
individually identified. Your report CANNOT be used for purposes of
taxation, investigation, or regulation. Copies retained in your files are
immune from legal process.

↓ 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.
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-12A (REV 3/2012)

100% directly owned
by 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 31

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).

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 BE-12 reporting requirements.

Yes

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

No

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?

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

No

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 35)?

¨ 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

No

¨ 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. affiliate (exception c to the consolidation rules)?
(The consolidation rules are found in instruction IV.2. starting on
page 34.)

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

¨ Yes — Continue with question d. NOTE: Your business is
hereafter referred to as a “U.S. affiliate.”

¨ No – This U.S. affiliate must be consolidated on the BE-12 report

Yes

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.

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

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

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

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

Page 32

File Form
BE-12C

No

Yes

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?

FORM BE-12A (REV 3/2012)

No

File Form
BE-12B

Yes

No

File Form
BE-12A

File Form
BE-12B

I. REPORTING REQUIREMENTS – Continued

Example B

2. Who must file Form BE-12A – 2012 Benchmark Survey of
Foreign Direct Investment in the United States?

Foreign
U.S.

A Form BE-12A 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:

Branch 2

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. Aggregation of real estate investments – Aggregate all real
estate investments of a foreign person for the purpose of applying
the reporting criteria. Use a single report form to report the aggregate
holdings, unless BEA has granted permission to do otherwise. Those
holdings not aggregated must be reported separately. Real estate is
discussed more fully in instruction V.C. on page 39.
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.

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

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.

Foreign parent
bank A

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.

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.

U.S.
Miami
branch
Los Angeles
branch

2. A business enterprise and one or more of its officers or directors.

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.

Example A

Foreign

Branch 3

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 8 on page 3.

b. On a fully consolidated, or, in the case of real estate investments,
an aggregated basis, any one of the following three items – Total
assets (do not net out liabilities), or Sales or gross operating
revenues, excluding sales taxes, or Net income after provision
for U.S. income taxes – for the U.S. affiliate (not just the foreign
parent’s share) exceeded $300 million (positive or negative) at the
end of, or for, its fiscal year that ended in calendar year 2012.

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.

U.S. bank B
Branch 1

a. 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 more than 50 percent (i.e., the
voting securities, or equivalent interest were majority owned by
foreign parents), and

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
below.

Foreign parent

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 8 on page 3.

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.

FORM BE-12A (REV 3/2012)

Page 33

II. DEFINITIONS – Continued

and label them as such. When items cannot be fully subdivided as
required, provide totals and an estimated breakdown of the totals.

K. U.S. affiliate means an affiliate located in the United States in
which a foreign person has a direct investment.

Certain sections of the Form BE-12A 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:

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.

• Items 28 thru 38 – Number of employees in each industry of sales;
• Section C, Items 52 thru 57 – Distribution of sales or gross
operating revenues, by whether the sales were goods, investment
income, or services, and the distribution of sales of services by
transactor;

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.

• Items 107 thru 158 – U.S. trade in goods by U.S. affiliate on a
shipped basis, and

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.

• Items 159 thru 215 – Employment by location.

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.
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.
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.

Therefore, the answers in these sections may be reasonable
estimates based upon the informed judgment of persons in the
responding organization, sampling techniques, prorations based on
related data, etc. However, the estimating procedures used should be
consistently applied on all BEA surveys.
D. Specify – When “specify” is stated for certain items, provide the
type and dollar amount of the major items included in the data
provided.
E. Space on form insufficient – When space on a form is
insufficient to permit a full answer to any item, provide the required
information on supplementary sheets, appropriately labeled and
referenced to the item number on the form.
IV. INSTRUCTIONS FOR SPECIFIC
SECTIONS OF THE REPORT FORM
NOTE: Instructions in section IV are cross referenced by number to the
items located on pages 2 to 17.
 2  Consolidation Rules
Consolidated reporting by the U.S. affiliate — A U.S.
affiliate must file on a fully consolidated domestic U.S. basis,
including in the full consolidation all 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.

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.

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 33 and V.C. on page 39 for details.

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

FORM BE-12A (REV 3/2012)

Do not prepare your BE-12 report using the proportionate
consolidation method. Except as noted in IV.b. and c. on page 35,
consolidate all majority-owned U.S. business enterprises into your
BE-12 report.
Unless the exceptions discussed below apply, any
deviation from these consolidation rules must be approved
in writing each year by BEA. 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. Report majorityowned subsidiaries, if not consolidated, on Form BE-12A, using the
equity method of accounting. DO NOT eliminate intercompany accounts
(e.g., receivables or liabilities) for affiliates not consolidated.
Exceptions to consolidated reporting – Note: If a U.S. business
enterprise is not consolidated into another U.S. affiliate's BE-12 report,
then it must be listed on the Supplement B of the other 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.

Page 34

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

(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 either 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.
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.

The ending balance sheet amounts reported in column 1 of items
64 through 78 must be the correct balances as of March 31,
2012. The beginning balance sheet amounts reported in column
2 must be the unrestated ending balances as of June 30, 2011.
To reconcile the beginning and ending retained earnings balances
(or, if retained earnings is not shown as a separate account, the
beginning and ending owners’ equity balances) affiliate A must
include an adjusting entry in item 80. To reconcile the beginning
and ending net property, plant and equipment balances, affiliate A
must include an adjusting entry in item 87.

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.

(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.
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.

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 b. on page 36 for additional information about
partnerships.
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

In this example, the ending balance sheet amounts reported in
column 1 of items 64 through 78 must be the correct balances
as of March 31, 2012. The beginning balance sheet amounts
reported in column 2 must be the unrestated ending balances
as of December 31, 2011. To reconcile the beginning and ending
retained earnings balances (or, if retained earnings is not shown
as a separate account, the beginning and ending owners’ equity
balances) affiliate B must include an adjusting entry in item 80.
To reconcile the beginning and ending net property, plant and
equipment balances, affiliate B must include an adjusting entry
in item 87.

Foreign person A

Foreign
U.S.

100%
U.S. affiliate X
30%

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.

60%
U.S. affiliate Y

 5  Reporting for a U.S. business that became a U.S.
affiliate during fiscal year 2012 —

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.

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.

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.
 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.
Special circumstances:

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  Form of organization of U.S. affiliate – Reporting by
unincorporated U.S. affiliates

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.
b. Change in fiscal year

FORM BE-12A (REV 3/2012)

Page 35

a. Directly owned vs. indirectly owned
(1) Directly owned – Each unincorporated U.S. affiliate,
including a branch, that is directly owned 10 percent or more
by a foreign person should file a separate BE-12 report. Do
not combine two or more directly owned U.S. affiliates on a

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

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.

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 33 and Instruction V.C. on page 39 for details on real
estate. See instruction I.C. on page 33 for details on banks.

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

(2) Indirectly owned – Except as noted in the exceptions
to the consolidation rules starting on page 34, 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 separate BE-12 report if no other U.S.
affiliate owns a voting interest of more than 50 percent.

Managing partners – See discussion under “General
Partnerships” to the left.

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.

(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/ltdpartner15
c. Limited Liability Companies (LLCs)

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.

Determination of voting interest – “Voting interest” is
defined in instruction 12-16 below. The determination of the
percentage of voting interest in an LLC is based on who controls
the LLC. The percentage of voting interest is not based on the
percentage of ownership in the LLC’s equity. LLCs are presumed
to be controlled equally 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 12–16 starting 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.
 9  U.S. affiliates NOT consolidated – Report investments in U.S.
business enterprises that are owned 20 percent or more and not fully
consolidated using either the equity method of accounting. DO NOT
report employment, land, and other property, plant, and equipment
and DO NOT eliminate intercompany accounts for holdings reported
using the equity method.
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 12-16 starting 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
FORM BE-12A (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-12A
on the Supplement B.
 12  –  16   — 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)

Page 36

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

be reported as costs of goods sold in item 47. Do not net the
expenses against the revenues.
 53  Sales of goods – Goods are outputs that are tangible. Report as
sales of goods:

(a), to the left for information about determining the voting interest
for partnerships. See instruction 6.c. above for information about
determining the voting interest for Limited Liability Companies.

• Mass produced media, including exposed film, video tapes,
DVDs, audio tapes, and CDs.

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.

• 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.

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.

• 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 55.

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.
 28  –  41  Industry classification, total sales, and employees
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).

• Magazines and periodicals sold in retail stores. NOTE: Report
subscription sales as sales of services in item 55.
• Packaged general use computer software.
• Structures sold by businesses in real estate.
• 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 55.
 54  Investment income – Report ALL interest and dividends
generated by finance and insurance subsidiaries or units as
investment income. NOTE: Report commissions and fees as sales
of services in item 55.
 55  Sales of services – Services are outputs that are intangible.
Report as sales of services:

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).

• Advertising revenue.

Repos and reverse repos – On the sales schedule (items 28–41),
interest income and interest expense associated with repos and reverse
repos should be offset against one another and reported at the net
amount. This net amount should also be reported in item 54 (investment
income included in gross operating revenues). However, in items 58
(interest income from all sources) and 59 (interest expense plus interest
capitalized), interest income and interest expense associated with repos
and reverse repos should be reported at the gross amounts.
On the balance sheet, reverse repos should be reported as assets and
included in item 68 (other assets) while repos should be reported as
liabilities and included in item 70 (total liabilities).

• Commissions and fees earned by companies engaged in finance
and real estate activities.
• 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.
• Commissions earned by agents or brokers (i.e., wholesalers)
who act on behalf of buyers and sellers in the wholesale
distribution of goods.

 44  Certain gains (losses) —
Special instructions for real estate companies.

• Magazines and periodicals sold through subscriptions. NOTE:
Report magazines and periodicals sold through retail stores, as
sales of goods in item 53.

Real estate companies – Include in item 44:

• Newspapers.

(a) Impairment losses as defined by FASB ASC 360 (formerly
FAS 144), and
(b) Goodwill impairment as defined by FASB ASC 350 (formerly
FAS 142).

• Software downloaded from the Internet, electronic mail, an
extranet, Electronic Data Interchange network, or some other
online system.
• Computer systems design and related services.

EXCLUDE the revenues earned and expenses incurred
from the sale of real estate you own. Such revenues should
be reported as operating income in item 41 column 2, items
42 and 52, and as sales of goods in item 53. Such expenses,
including the net book value of the real estate sold, should

FORM BE-12A (REV 3/2012)

• Pipeline transportation.

• Negotiated licensing fees for software to be used on networks.

Page 37

IV. INSTRUCTIONS FOR SPECIFIC SECTIONS
OF THE REPORT FORM – Continued
• Electricity transmission and distribution, natural gas distribution,
and water distribution.
 61  Employee compensation
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.
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.
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.
 99  –  106  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 includes the activities described above whether assigned to
separate R&D organizational units of the company or carried out by
company laboratories and technical groups not a part of an R&D
organization.
INCLUDE all costs incurred to support R&D 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.
 107  –  112  U.S. trade in goods by U.S. affiliate on a shipped
basis
“U.S. Trade in goods” is the physical movement 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. To adjust “charged” basis data
to a “shipped” basis it may be necessary to look at export and import
declarations filed with U.S. customs or shipping and receiving documents
to determine the physical movement of goods.
Differences between the “charged” and “shipped” basis may be substantial.
A major difference arises when a U.S. affiliate buys goods in foreign
country A and sells them in foreign country B. Because the goods did
not physically enter or leave the United States, they are not U.S. trade.
However, when the U.S. affiliate records the transactions on its books, it
would show a purchase charged to it from country A and a sale charged by
it to country B. If the U.S. affiliate’s trade data in this survey were prepared
on the “charged” basis, the purchase and sale would appear incorrectly as
a U.S. import and U.S. export, respectively. Other differences arise when
the U.S. affiliate charges the sale of its products to a foreign parent, but
ships the goods directly from the United States to an unaffiliated foreign
person. If the data are on the “shipped” basis, this should be a U.S. export
to an unaffiliated foreign person, not to the foreign parent.
V. SPECIAL INSTRUCTIONS
A. Insurance companies – Reporting should be in accordance
with U.S. Generally Accepted Accounting Principles not Statutory
Accounting Practices (SAP). For example, the BE-12 report should
include the following assets even though they are not acceptable
under SAP: 1. non-trusteed or free account assets, and 2.
nonadmitted assets such as furniture and equipment, agents’ debit
balances, and all receivables deemed to be collectible.

R&D does NOT include expenditures for:
• Costs for routine product testing, quality control, and technical
services unless they are an integral part of an R&D project
• Market research
• Efficiency surveys or management studies

Item on Form BE–12A:

• Literary, artistic, or historical projects, such as films, music, or
books and other publications

 41  Sales or gross operating revenues, excluding sales
taxes – Include items such as earned premiums, annuity
considerations, gross interest and dividend income, and items of
a similar nature. Exclude income from unconsolidated affiliates
that is to be reported in item 43, and certain gains (losses) that
are to be reported in item 44.

• Prospecting or exploration for natural resources
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.
FORM BE-12A (REV 3/2012)

 47  Cost of goods sold or services rendered, and
selling, general, and administrative expenses –
Include costs relating to sales or gross operating revenues,
item 42, such as policy losses incurred, death benefits, matured
endowments, other policy benefits, increases in liabilities
for future policy benefits, other underwriting expenses, and
investment expenses.
 54  Investment income – Report that portion of sales or gross
operating revenues, items 41 column 2, 42 and 52, that is
investment income (e.g., interest and dividends). However,

Page 38

V. SPECIAL INSTRUCTIONS – Continued

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:

report gains (losses) on investments in accordance with the
instructions for item 44 on page 7.

Sunrise Apartments
c/o ABC Real Estate
120 Major Street
Miami, FL XXXXX

 55  Sales of services – Include premium income and income
from actuarial, claims adjustment, and other services, if any.
 69  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.

There are items throughout the Form BE-12A 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.”

 70  Total liabilities – Include current items such as loss
liabilities, policy claims, commissions due, other current
liabilities arising from the ordinary course of business, and longterm debt.
 78  Total owners’ equity – Include mandatory securities
valuation reserves that are appropriations of retained earnings.

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).

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 68 and 70.

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.

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. A BE-12 report is required unless
the enterprise is otherwise exempt.
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 33 of this form). File a single BE-12
report covering the aggregated holdings. If on an aggregated basis any
one of the following three items – total assets (do not net out liabilities),
or sales or gross operating revenues, excluding sales taxes, or net
income after provision for U.S. income taxes – exceeds $300 million
(positive or negative), 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.

3. If a voting interest of 50 percent or less in the U.S. affiliate is owned
by another U.S. affiliate, and no U.S. affiliate owns a voting interest
of more than 50 percent, then a separate BE-12 report must be
filed by the owned affiliate. The BE-12 report(s) of the owning
affiliate(s) must show an equity investment in the owned affiliate.
E. Farms – For farms that are not operated by their foreign owners,
the income statements and related items should be prepared based
on the extent to which the income from the farm accrues to, and the
expenses of the farm are borne by, the owner. Generally this means
that income, expenses, and gain (loss) assignable to the owner should
reflect the extent to which the risk of the operation falls on the owner.
For example, even though the operator and other workers on the
farm are hired by a management firm, if their wages and salaries are
assigned to, and borne by, the farm operation being reported, then the
operator and other workers should be reported as employees of that
farm operation and the wages and salaries should be included as an
expense in the income statement.
EXAMPLES:
1. If the farm is leased to an operator for a fixed fee, the owner
should report the fixed fee in “total sales” and should report the
non-operating expenses that he or she may be responsible for,
such as real estate taxes, interest on loans, etc., as expenses in
the income statement.
2. If the farm is operated by a management firm that oversees the
operation of the farm and hires an operator, but the operating income
and expenses are assigned to the owner, the income and expenses
so assigned should be shown in the requested detail in the income
statement, and related items, as appropriate. (The report should not
show just one item, i.e., the net of income less the management fee,
where the management fee includes all expenses.)
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. 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

XYZ Corp. N.V., Real Estate Investments
c/o B&K Inc., Accountants
120 Major Street
Miami, FL XXXXX

FORM BE-12A (REV 3/2012)

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V. SPECIAL INSTRUCTIONS – Continued

VI. FILING THE BE–12

(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.

A. Due date – File a fully completed and certified Form BE-12A,
BE-12B, 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.

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).

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

For an intermediary:
1. If a U.S. intermediary holds, exercises, administers, or manages
a particular foreign direct investment in the United States for the
beneficial owner, such intermediary is responsible for reporting
the required information for, and in the name of, the U.S. affiliate.
Alternatively, the U.S. intermediary can instruct the U.S. affiliate to
submit the required information. Upon so doing, the intermediary
is released from further liability to report, provided it has informed
BEA of the date such instructions were given and provides BEA
the name and address of the U.S. affiliate, and has supplied the
U.S. affiliate with any information in the possession of, or which
can be secured by, the intermediary that is necessary to permit
the U.S. affiliate to complete the required reports. When acting in
the capacity of an intermediary, the accounts or transactions of
the U.S. intermediary with a 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.
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.
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.

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 be12/15@bea.
gov. 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.
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
E. Annual stockholders’ report or other financial
statements – Furnish a copy of your FY 2012 annual stockholders’
report or Form 10-K when filing the BE-12 report. If you do not
publish an annual stockholders’ report or file Form 10-K, 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 31.)

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-12A (REV 3/2012)

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