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

FORM BE-12C (REV 3/2012)

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

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

Name and address of U.S. business enterprise

Due date: May 31, 2013
1002

Name of U.S. business enterprise
0

Electronic filing:
www.bea.gov/efile

1010

c/o (care of)
0

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

1003

Street or P.O. Box
0

1004

City

State

0098

0

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

1005

ZIP Code

Foreign Postal Code

0

Or

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

Fax reports to:
(202) 606–1905*

Telephone: (202) 606-5615
Copies of blank forms: www.bea.gov/fdi

Include your BE–12 Identification Number with all requests.
Who must file BE–12-C — Form BE-12C must be filed for a U.S. affiliate where none of the three items - total assets, sales or gross operating
revenues, or net income-exceeded $60 million (positive or negative). If you do not meet these filing criteria, see instruction I.A.1 on page 10 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 9 for more details.

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.B on page 12, estimates may have been provided.

Person to consult concerning questions about this report —
Enter name and address
1000

Name
0

1029

Address
0

1030

0

1031

0

Authorized official’s signature

0990

Print or type name

Date

0991

0

1001

Telephone number

Area code

Number

Extension

0992

0

Telephone number
0

Print or type title
0

0993

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
2

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

E-mail address
0

1028
1032

Fax:

1
1

1
2

Yes (If yes, enter your fax number)
No

Fax number
0
0999

Part I
IMPORTANT
Review the instructions starting on page 9 before completing this form. Insurance and real estate companies see special instructions
on page 14.
• 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.1 on page 12.
$ Bil.
• Rounding — Report currency amounts in U.S. dollars rounded to thousands (omitting 000).
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

000

1 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 2

Yes

If “Yes” — Do not complete this report unless exception 1c described in the consolidation rules on page 12 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

No

If “No” — Complete this report in accordance with the consolidation rules on page 12.

CONSOLIDATION OF U.S. AFFILIATES
Foreign parent

10 to 100 percent

Foreign
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

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

2

–

FORM BE-12C (REV 3/2012)

–

Page 2

Part I – Continued

3 Reporting Period — Reporting period instructions are found in instruction for item 3 on page 12. If there was
a change in fiscal year, review instruction 3.b. on page 12.

Month

Day

1

__ __ / __ __ /

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

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

1007

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

1008 1

1

1 2

Yes

If “Yes” — Enter the date the U.S. business enterprise became a U.S. affiliate and see
instruction for item 4 on page 12 to determine how to report for the first time........................

Month

Day

Year

1
1009

__ __ / __ __ / __ __ __ __

No

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.

5 Did the ownership (both direct and indirect) by ALL foreign parents in the voting securities (or an equivalent interest) of
this U.S. affiliate EXCEED 50 percent as of the end of the U.S. affiliate’s fiscal year that ended in calendar year 2012?
“Voting interest” is defined in instruction 16.a.(1) on page 13.

1101 1

1

Yes

1

2

No

6 What is (are) the major product(s) and/or service(s) of the fully consolidated U.S. affiliate? If a product, also state what is
done to it, i.e., whether it is mined, manufactured, sold at wholesale, transported, packaged, etc. (For example, “manufactured widgets.”)

0

1163

7 Industry of this affiliate – Enter the 4-digit International Surveys Industry (ISI) code of the industry

in which the U.S. affiliate had the largest sales or gross operating revenues.

See the Summary of Industry Classifications on page 8; for a full explanation of each code see the Guide

to Industry Classifications for International Surveys, 2012 located at www.bea.gov/naics2012. .......................

ISI Code
1

--Select ISI CODE-1164

8 Sales or gross operating revenues, excluding sales taxes – Report gross sales minus returns, allowances,
and discounts. Exclude sales or consumption taxes levied directly on the consumer and excise taxes levied
$ Bil.
Mil.
Thous. Dols.
directly on manufacturers, wholesalers, and retailers. Include revenues generated during the year from the
1
OPERATIONS of a discontinued business segment, but exclude gains or losses from DISPOSALS
2149
of discontinued operations.....................................................................................................................................
000

NOTE - Holding Companies (ISI code 5512) should report total income in this item including income (loss) from equity
investments in unconsolidated U.S. and foreign entities, other income, plus sales and gross operating revenues, if any.
Zero normally is NOT a correct entry for this item.

BALANCE SHEET
NOTE – Foreign operations of the U.S. affiliate, including those in which it has a majority interest, are to be unconsolidated. Include all
unconsolidated foreign operations using the equity method.
Close FY 2012

$ Bil.
Mil.
Thous. Dols.
1

9 Total assets........................................ 2109

000

1

10 Total liabilities.................................... 2114

000

1

3

Check box if total liabilities are zero.

BEA USE ONLY
1
1299

FORM BE-12C (REV 3/2012)

Page 3

Part I – Continued

INCOME AND EMPLOYMENT

$ Bil.

Mil.

Thous. Dols.

1

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

000

2159

Number of employees
3

12 Number of employees at close of FY 2012 – See instructions for item 12 starting on page 12 for information

on reporting employment (including how to report when employment is subject to unusual variations) . .................. 2700

BEA USE ONLY
2598

1

13 Did any ONE of the following three items – total assets, sales or gross operating revenues (excluding sales taxes), or net
income (loss) – exceed $20 million at the end of, or for, the U.S. affiliate’s fiscal year that ended in calendar year 2012?

1100 1

1

1

Yes – Skip to item 16 , but review the diagrams on pages 5 and 6 to assist you in answering items 16 through 22 .

2

No – Complete ONLY items 14 and 15 . DO NOT complete items 16 through 27 .

14 Enter the country in which the foreign parent is incorporated or organized, if a business enterprise, or is resident, if and
individual or government. The foreign parent is the FIRST person or entity outside the U.S. in a chain of ownership that has a 10
percent or more voting interest in this U.S. affiliate. See diagram on page 6 for an illustration of foreign parent.

BEA USE ONLY
3016

--Select Country--

1

15 Enter the country in which the ultimate beneficial owner (UBO) is incorporated or organized, if a business enterprise, or is
resident, if and individual or government. 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 diagrams on page 5
for illustrations of UBO.

BEA USE ONLY
3022 1

--Select Country--

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-12C (REV 3/2012)

Page 4

Part I – Continued
EXAMPLES OF THE ULTIMATE BENEFICIAL OWNER (UBO)
Example 1 – The UBO and foreign parent are the same
Foreign company X

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

1 to 50 Percent
Foreign parent = UBO

Foreign
United States

U.S. affiliate
Examples 2A and 2B – The foreign parent is NOT the UBO
A. The UBO is a foreign person or entity

B. The UBO is a U.S. 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 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

>50 Percent

Foreign

United States

United States
U.S. affiliate

U.S. company C
(UBO)

U.S. affiliate

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.
17 Information (ISI codes 5111–5191)

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

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

02 Pension fund — Government run

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

03 Pension fund — Privately run
04 Estate, trust, or nonprofit organization

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

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)

27 Machinery (ISI codes 3331–3339)

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

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

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

29 Motor vehicles and parts (ISI codes 3361–3363)
30 Other transportation equipment (ISI codes 3364–3369)

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)

16 Real estate (ISI code 5310)

FORM BE-12C (REV 3/2012)

Page 5

Part II
OWNERSHIP — Enter percent of ownership, in this U.S. affiliate, to a tenth of one percent, based on voting interest (or an equivalent interest if an
unincorporated affiliate). “Voting interest” is defined in instruction 16.a(1) on page 13.
Foreign parent — A foreign parent is the FIRST person or entity outside the U.S. in a chain of ownership that has a 10 percent or more voting
interest (direct or indirect) in this U.S. affiliate. The country of foreign parent is the country of incorporation or organization if the parent is a business
enterprise, or of residence if the parent is an individual. For individuals, see instruction 16.b on page 13.
Voting interest

Country of
foreign parent

Name of each direct owner

Close FY 2012

Close FY 2011

(1)

(2)

BEA
USE
ONLY

Ownership held directly by foreign parent(s) of this affiliate—see example 1 below.
Enter name and country of each foreign parent with direct ownership—if more than 2, continue on separate sheet.
1
2
_ _ _ . _% _ _ _ . _%
1017
--Select Country-1
_ _ _ . _ % 2_ _ _ . _ %
1018
--Select Country--

16
17

3
3

Ownership held directly by all U.S. affiliates of the foreign parent(s) — see example 2 below.
Enter name of each U.S. affiliate that owns this affiliate and the country of the foreign parent — if more than 2, continue on separate sheet.
1
2
_ _ _ . _% _ _ _ . _%
1063
--Select Country-1
2
_ _ _ . _% _ _ _ . _%
1064
--Select Country--

18
19

20 Direct ownership held by all other persons or entities (do not list names)...............................

1
1061

___

TOTAL — Sum of items 16 through 20 ......................................................................................

.

2

_% _ _ _

100.0%

.

_%

3
3
3

100.0%

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

Example 2 – Ownership held directly by a foreign parent
through another U.S. affiliate

Foreign company X
Foreign company Y is the foreign
parent because it is the first owner
located outside the U.S. in a chain of
ownership that owns 10 percent or
more of the U.S. affiliate.

Foreign parent

10 to 100 percent

Foreign company Y
(foreign parent)

Foreign
United States
U.S. affiliate A

10 to 100 percent
Foreign

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-12C (REV 3/2012)

Page 6

U.S. affiliate B

Part II – Continued
21 Enter the name and industry code of the foreign parent. If there is more than one foreign parent, list each and its industry code
on a separate sheet.
21a Enter name of foreign parent. If the foreign parent is an individual enter “individual.”
3011 0

21b Enter the industry code of the foreign parent. from the list of codes on page 5 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. If the foreign parent is an individual, enter code “05.”
3018 1

Direct

Ownership Type:

--Select Industry--

Indirect

22 For each foreign parent, furnish the name, country and industry code of the ultimate beneficial owner (UBO) – see examples on page 5.
If there is more than one foreign parent, list each on a separate sheet and give the name of its UBO, and the UBO’s country and industry
codes.

The 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 or entity. Note: Stockholders of a closely or privately held corporation are normally
considered to be an associated group and may be a UBO.
22a Is the foreign parent also the UBO? If the foreign parent is owned or controlled more than 50 percent by another person or entity, then
the foreign parent is NOT the UBO.

3019 1

1

1

Yes (example 1 on page 5) – Skip to 22d .

2

No (examples 2A and 2B on page 5) – Continue with 22b .

22b Enter the name of the UBO of the foreign parent. If the UBO is an individual enter “individual.”
Identifying the UBO as “bearer shares” is not an acceptable response.
3021 0

22c Enter country in which the UBO is incorporated or organized, if a business enterprise, or is resident, if and
individual or government. For individuals, see instruction 16.b. on page 13.

BEA USE ONLY
3022

1

--Select Country-22d Enter the industry code of the UBO from the list of codes on page 5. NOTE – Select the industry code that best reflects the
consolidated worldwide sales of the UBO, including all of its majority-owned subsidiaries. If the UBO is an individual, enter code “05.”
3023 1

DO NOT USE CODE 14 UNLESS YOU RECEIVE PERMISSION

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

UBO industry code.
Report all amounts in thousands of U.S. dollars

$ Bil.

23 Dividends or earnings distributed – Enter amount of (a) dividends declared, excluding stock and liquidating
dividends, on common and preferred stock (if incorporated) or (b) earnings distributed (if unincorporated).
Report amounts before deduction of withholding taxes...............................................................................................2215

Mil.

Thous. Dols.

1

000
1

000

24 Employee compensation – Employee compensation is defined in instruction for item 24 on page 13....................2253
25 Expenditures for land and other property, plant, and equipment – INCLUDE all purchases by,
or transfers (at net book value) to, the U.S. affiliate of land, mineral and timber rights, and other property, plant
and equipment. Also INCLUDE capitalized and expensed exploration and development expenditures. EXCLUDE
expenditures made in prior years that are reclassified in the current year. Also EXCLUDE land and other property,
plant, and equipment obtained through the acquisition of, or merger with, another company during the year. DO
NOT net out sales and other dispositions of property, plant, and equipment from the expenditures reported in
this item.......................................................................................................................................................................2390

1

000
1

26 Gross book value (at historical cost) of all land and other property, plant, and equipment, at the close of
FY 2012.......................................................................................................................................................................2397
27 Research and development (R&D) expenditures for R&D performed BY the U.S. affiliate – R&D is defined
in instruction for item 27 on page 13...........................................................................................................................2403

000
1

000
BEA USE ONLY
1

2599

FORM BE-12C (REV 3/2012)

Page 7

Summary of Industry Classifications–For a full explantion 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-12C (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
5151

Newspaper, periodical, book, and
directory publishers
Software publishers
Motion picture and video industries
Sound recording industries
Radio and television broadcasting
Page 8

5152
5171
5172

5174
5179
5182
5191

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-12C INSTRUCTIONS
NOTE: Instructions in section IV are cross referenced by number to the items located on pages 2 to 7.

Authority – This survey is being conducted pursuant to the
International Investment and Trade in Services Survey Act (P.L. 94472., 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 the BE-12 Claim For Not Filing, whichever is
applicable, by May 31, 2013.

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.

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).
Notwithstanding any other provision of the law, no person is required
to respond to, nor shall any person be subject to a penalty for failure
to comply with, a collection of information subject to the requirements
of the Paperwork Reduction Act, unless that collection of information
displays a currently valid OMB Control Number. The control number for
this survey is at the top of page 1.
Respondent Burden – Public reporting burden for this BE-12C
form is estimated to vary from 25 minutes to 3 hours per response,
with an average of .85 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.
Condidentiality – The Act provides that your report to this Bureau
is CONFIDENTIAL and may be used only for analytical or statistical
purposes. Without your prior written permission, the information filed
in your report CANNOT be presented in a manner that allows it to be
individually identified. Your report CANNOT be used for purposes of
taxation, investigation, or regulation. Copies retained in your files are
immune from legal process.
I. REPORTING REQUIREMENTS
A. Who must report – A BE-12 report is required for each U.S.
affiliate, i.e., for each U.S. business enterprise in which a foreign
person or entity owned or controlled, directly or indirectly, 10
percent or more of the voting securities if an incorporated U.S.
business enterprise, or an equivalent interest if an unincorporated
U.S. business enterprise, at the end of the business enterprise’s
fiscal year that ended in calendar year 2012.

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.

FORM BE-12C (REV 3/2012)

Page 9

Foreign
U.S.

Foreign person A

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

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

↓ 25%
U.S. affiliate D
100% x 50% x 25% = 12.5%
indirectly owned by foreign person A

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

I. REPORTING REQUIREMENTS – Continued

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

Which 2012 BE-12 Form to File?
At least 10 percent voting interest directly
and/or indirectly owned by a foreign person?

¨ Yes — Continue with question b.

Yes

No

¨ No — File Form BE-12 Claim for Not Filing by May 31, 2013.
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?

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?

File Form BE-12
Claim for Not Filing

Yes

No

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

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.1. on page 12)?

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

c. Do different foreign persons hold a direct and an indirect
ownership interest in this U.S. business enterprise (exception c
to the consolidation rules)? (The consolidation rules are found in
instruction IV.1. starting on page 12.)

Yes

No

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

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

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

¨ No – This U.S. business enterprise must be consolidated on

the BE-12 report of the U.S. affiliate that owns it more than
50 percent. File the BE-12 Claim for Not Filing with page 1
and item (e) on page 3 completed by May 31, 2013, forward
this survey packet to the U.S. affiliate that owns this affiliate
more than 50 percent, and have them consolidate your data
into their report.

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

d. Did any one of the items – Total assets, Sales or gross operating
revenues, or Net income (loss) – for the U.S. affiliate (not just the
foreign parent’s share) exceed $60 million at the end of, or for, its
fiscal year that ended in calendar year 2012?

Yes

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

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

Yes

e. Was the U.S. affiliate majority-owned by its foreign parent(s)
at the end of its fiscal year that ended in calendar year 2012?
(A U.S. affiliate is “majority-owned” if the combined direct and
indirect ownership interests of all foreign parents of the U.S.
affiliate exceed 50 percent.)

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

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

FORM BE-12C (REV 3/2012)

Page 10

File Form
BE-12C

No

File Form
BE-12B

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

¨ Yes — Continue with question f.

No

Yes

No

File Form
BE-12A

File Form
BE-12B

I. REPORTING REQUIREMENTS – Continued

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:

2. Who must file Form BE-12C – 2012 Benchmark Survey of
Foreign Direct Investment in the United States?
Form BE-12C must be filed for a U.S. affiliate where none of the
three items — total assets, sales or gross operating revenues, or
net income-exceeded $60 million (positive or negative).
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.B.
on page 14.
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. See example A.

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.

Foreign parent
bank A

New York City
branch

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.

Foreign parent

U.S. bank B

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.

Branch 3

L. Foreign parent is a foreign person that directly or indirectly holds
a voting interest of 10 percent or more in the U.S. affiliate. It is the
first person outside the United States in a foreign chain of
ownership, which has direct investment in a U.S. business
enterprise, including a branch.

Branch 2
Consolidate data for each branch (branch 1, branch 2, and branch
3) and U.S. bank B on a single BE-12.

M. U.S. corporation means a business enterprise incorporated in the
United States.

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.

N. Intermediary means any agent, nominee, manager, custodian,
trust, or any person acting in a similar capacity.

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).

FORM BE-12C (REV 3/2012)

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.

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

Example B

Branch 1

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

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.

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.

U.S.

4. A corporation and its domestic subsidiaries.

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.

Miami
branch

Foreign

3. Members of a syndicate or joint venture.

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.

U.S.

Los Angeles
branch

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

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.

Example A

Foreign

1. Members of the same family.

Page 11

O. Ultimate beneficial owner (UBO) is that person, proceeding up the
ownership chain beginning with and including the foreign parent,
that is not more than 50 percent owned or controlled by another
person. Note: Stockholders of a closely or privately held corporation
are normally considered to be an associated group and may be a
UBO.
III. GENERAL INSTRUCTIONS
A. 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.

III. GENERAL INSTRUCTIONS – Continued

Foreign person B

B. Estimates – If actual figures are not available, provide
estimates and label them as such. When items cannot be fully
subdivided as required, provide totals and an estimated breakdown
of the totals. Information necessary to complete some of the items
on Form BE-12C may not be available from 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. Therefore, the answers may be reasonable estimates
based upon the informed judgement 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.
C. 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 7.

Foreign person A

Foreign
100%

U.S.
30%

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

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

If this exception applies, reflect the indirect ownership interest, even if
more than 50 percent, on the owning U.S. affiliate’s BE-12 report on an
equity basis. For example, using the situation shown in the diagram
above, U.S. affiliate X must treat its 60 percent ownership interest in
U.S. affiliate Y as an equity investment.
3 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.

1 Consolidation Rules

Special Circumstances:

a. U.S. affiliates without a financial reporting year – If a U.S.
affiliate does not have a financial reporting year, its fiscal year is
deemed to be the same as calendar year 2012.

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.

A foreign person holding real estate investments that are reportable
on the BE-12 must aggregate all such holdings. See Instruction V.B.
on page 14 for details.

Do not prepare your BE-12 report using the proportionate
consolidation method. Except as noted in IV.1.b. and c. below,
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
by BEA. If you file deconsolidated reports, you must file the
same type of reports that would have been required if a
consolidated report was filed.

Report majority-owned subsidiaries, if not consolidated, on the
BE-12C 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
enterprises 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.

a. DO NOT CONSOLIDATE FOREIGN SUBSIDIARIES,
BRANCHES, OPERATIONS, OR INVESTMENTS NO MATTER
WHAT THE PERCENTAGE OWNERSHIP. Include foreign
holdings owned 20 percent or more using the equity method.
DO NOT report employment, land, and other property, plant, and
equipment and DO NOT eliminate intercompany accounts for
holdings reported using the equity method.
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
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 BE-12 report. (See diagram.)

FORM BE-12C (REV 3/2012)

Page 12

b. Change in fiscal year
(1)

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

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.

(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.

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

a. A U.S. business enterprise that was newly established in
fiscal year 2012 should file a report for the period starting with
the establishment date up to and ending on the last day of
its fiscal year that ended in calendar year 2012. DO NOT
estimate amounts for a full year of operations if the first fiscal
year is less than 12 months.
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.
12 Number of employees at close of FY 2012 – Employment is the
number of full-time and part-time employees on the payroll at the
end of FY 2012, excluding contract workers and other workers not
carried on the payroll of the U.S. affiliate. A count taken during,
rather than at the end of, FY 2012 may be used provided it is a

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

reasonable estimate for the end of FY 2012 number. If
employment at the end of FY 2012, or the count taken at some
other time during FY 2012, was unusually high or low because of
temporary factors (e.g., a strike), give the number of employees
that reflects normal operations. If the business enterprise’s
activity involves large seasonal variations, give the average number
of employees for FY 2012. If given, the average should be the
average for FY 2012 of the number of persons on the payroll at
the end of each payroll period, month, or quarter. If precise figures
are not available, give your best estimate.

16 Ownership
a. Voting interest and equity interest
(1) Voting interest – is the percent of ownership in the voting
equity of the U.S. affiliate. Voting equity consists of
ownership interests that have a say in the management of
the company. Examples of voting equity include capital
stock that has voting rights, and a general partner’s interest
in a partnership.
(2) Equity interest – is the percent of ownership in the total
equity (voting and nonvoting) of the U.S. affiliate. Nonvoting
equity consists of ownership interests that do not have a say
in the management of the company. An example of
nonvoting equity is preferred stock that has no voting rights.

Voting interest and equity interest are not always equal.
For example, an owner can have a 100 percent voting
interest in a U.S. affiliate but own less than 100 percent
of the affiliate’s total equity. This situation is illustrated in the
following example.

Example: U.S. affiliate A has two classes of stock, common
and preferred. There are 50 shares of common stock
outstanding. Each common share is entitled to one vote and
has an ownership interest in 1 percent of the total owners’
equity amount. There are 50 shares of preferred stock
outstanding. Each preferred share has an ownership
interest in 1 percent of the total owners’ equity amount but
has no voting rights. Foreign parent B owns all 50 shares
of the common stock. U.S. investors own all 50 shares
of the preferred stock. Because foreign parent B owns all of
the voting stock, foreign parent B has a 100 percent voting
interest in U.S. affiliate A. However, because all 50 of the
nonvoting preferred shares are owned by U.S. investors,
foreign parent B has only a 50 percent interest in the
owners’ equity amount of U.S. affiliate A.

b. 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.
(3) If an owner or employee of a business enterprise resides
outside the country of location of the enterprise for one year
or more for the purpose of furthering the business of the
enterprise, and the country of the business enterprise is
the country of citizenship of the owner or employee, then
the owner or employee is considered a resident of the
country of citizenship, provided there is the intent to return
to the country of citizenship within a reasonable period of
time.
(4) Individuals and members of their immediate family who are
residing outside their country of citizenship as a result of
employment by the government of that country - diplomats,
consular officials, members of the armed forces, etc. - are
considered to be residents of their country of citizenship.

FORM BE-12C (REV 3/2012)

Page 13

24 Total employee compensation – Base compensation on payroll
records. Employee compensation must cover compensation
charged as an expense on the income statement, charged
to inventories, or capitalized during the reporting period. Exclude
employee compensation related to activities of a prior period,
such as compensation capitalized or charged to inventories in
prior periods. Employee compensation consists of:

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.

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.

27 Research and development (R&D) performed BY the U.S.
affiliate–R&D is planned, creative work aimed at discovering new
knowledge or developing new or significantly improved goods and

services. This includes a) activities aimed at acquiring new
knowledge or understanding without specific immediate
commercial application or use (basic research); b) activities
aimed at solving a specific problem or meeting a specific
commercial objective (applied research); and c) systematic use
of research and practical experience to produce new or
significantly improved goods, services, or processes
(development).

R&D does NOT include expenditures for:

• 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

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

• 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.

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

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

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.

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.
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. See
additional instructions on page 28 of Form BE-12B.
B. 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. If the aggregate of such holdings exceeds one or more of the
exemption levels, then the holdings must be reported even if individually they would be exempt. In such a case, file a single Form BE-12C
to report the aggregated holdings. If permission has been received
in writing from BEA to file on an non-aggregated basis, the reports
should be filed as a group and you should inform BEA that they are all
for one owner.
On page 1, name and address of U.S. business enterprise, BEA is
not seeking a legal description of the property, nor necessarily the
address of the property itself. Because there may be no operating
business enterprise for a real estate investment, what BEA seeks is
a consistently identifiable name for the investment (i.e., the U.S. affiliate) together with an address to which report forms can be mailed so
that the investment (affiliate) can be reported on a consistent basis
for each reporting period and for the various BEA surveys.
Thus, on page 1 of the BE-12 survey forms the “name and address”
of the U.S. affiliate might be:
XYZ Corp. N.V., Real Estate Investments
c/o B&K Inc., Accountants
120 Major Street
Miami, FL XXXXX
If the investment property has a name, such as Sunrise Apartments, the name and address on page 1 of the BE-12 survey
forms might be:

D. Farms – For farms that are not operated by their foreign owners,
the income statement 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 opera-
tion being reported, then the operator and other workers should
be reported as employees of that farm operation and the wages
and salaries should be treated as an expense.
E. Estates, trusts, and intermediaries
A Foreign Estate is a person and therefore may have direct
investment, and the estate, not the beneficiary, is considered
to be the owner.

A Trust is a person but it is not a business enterprise. The
trust is considered to be the same as an intermediary, and
reporting should be as outlined 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 organiza-
tion creates a trust, designating its shareholders or members as
beneficiaries. In these two cases, the creator(s) of the trust is
(are) deemed to be the owner(s) of the investments of the trust
(or succeeding trusts where the presently existing trust had
evolved out of a prior trust), for the purposes of determining the
existence and reporting of direct investment.

This procedure is adopted in order to fulfill the statistical purposes
of this survey and does not imply that control over an enterprise
owned or controlled by a trust is, or can be, exercised by the
beneficiary(ies) or creator(s).

For An Intermediary:
1. If a U.S. intermediary holds, exercises, administers, or manages
a particular foreign direct investment in the United States for the
beneficial owner, such intermediary is responsible for reporting
the required information for, and in the name of, the U.S. affiliate.
Alternatively, the U.S. intermediary can instruct the U.S. affiliate
to submit the required information. Upon so doing, the inter-
mediary 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
neccesary to permit the U.S. affiliate to complete the required
reports.

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

There are items throughout the Form BE-12C that may not be
applicable to certain types of real estate investments, such as
the employer identification number and the number of employees. In such cases, mark the items “none”.
C. 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).

FORM BE-12C (REV 3/2012)

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.

Page 14

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.
VI. FILING THE BE-12
A. Due date – File a fully completed and certified Form BE-12C
no later than May 31, 2013. If the U.S. affiliate is exempt from
filing Form BE-12C based on the criteria in instruction I starting
on page 9, complete and file the BE-12 Claim for Not Filing by
May 31, 2013.

VI. FILING THE BE-12 – Continued
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
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 e-mail at
be12/[email protected]. For extension requests of 30 days or less, you
may call BEA at (202) 606-5615. All requests for extensions must be
received NO LATER THAN the due date of the report.
D. Assistance – For assistance, telephone (202) 606-5615 or send
e-mail to be12/[email protected]. Forms can be obtained from BEA’s
web site at: www.bea.gov/fdi

FORM BE-12C (REV 3/2012)

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 10K, provide any
financial statements that may be prepared, including the accompanying
notes. Information contained in these statements is useful in reviewing
your report and may reduce the need for further contact. Section 5(c) of
the International Investment and Trade in Services Survey Act, Public
Law 94-472, 90 Stat. 2059, 22 U.S.C. 3101-3108, as amended,
provides that this information can be used for analytical and statistical
purposes only and that it must be held strictly confidential.
F. Number of copies – File a single original copy of the form. 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 9.)

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