Special consolidation rules apply for U.S. affiliates that are limited partnerships or that have an ownership interest in a U.S. limited partnership. Sections A through E below describe the consolidation rules under five different sets of circumstances. If your situation is not addressed, please contact us at be12_15@bea.gov or (301) 278-9247 for assistance.
A U.S. affiliate that is the only general partner of a U.S. limited partnership is presumed to control the partnership (unless a clause to the contrary is contained in the partnership agreement) and should consolidate the operations of the partnership into its BE-12 report. The following example illustrates the reporting requirements.
Example: Corporation GP, a U.S. affiliate, is the sole general partner of Company LP, a U.S. limited partnership. GP owns 1 percent of the equity of LP. A limited partner owns the remaining 99 percent of the equity. GP controls LP and should consolidate LP into its BE-12 report.
If a BE-12A is filed, then:
The 99 percent financial interest in the equity of LP held by the limited partner should be included on GP's Form BE-12A the item "Owners' equity – other." The 99 percent financial interest in profits or losses of LP held by the limited partner should be included in "other costs and expenses not included above, including minority interest in profits and losses that arise out of consolidation." In addition, LP should be listed on the Supplement A of GP's Form BE-12A. The Supplement A should show that GP has a 100 percent voting interest in LP.
If a BE-12B is filed, then:
The 99 percent financial interest in the equity of LP held by the limited partner should be included on GP's Form BE-12B in the item "total owners' equity." The 99 percent financial interest in profits or losses of LP held by the limited partner should be reflected in "net income (loss)." In addition, LP should be listed on the Supplement A of GP's Form BE-12B. The Supplement A should show that GP has a 100 percent voting interest in LP.
If a BE-12C is filed, then:
The 99 percent financial interest in the equity of LP held by the limited partner should be included on GP's Form BE-12C. The 99 percent financial interest in profits or losses of LP held by the limited partner should be reflected on GP's Form BE-12C in the item "net income (loss)."
If nothing to the contrary is stated in the partnership agreement, the limited partnership is presumed to be controlled equally by each of the general partners. The limited partnership should file a separate BE-12 report. DO NOT CONSOLIDATE the operations of the limited partnership into the BE-12 report of any of the limited partners or general partners. Each general partner should report the limited partnership using the equity method of accounting. In addition each general partner, if filing a Form BE-12A or BE-12B should list the limited partnership on the Supplement B of its BE-12 report.
For example, if there are only two general partners and each is a U.S. affiliate required to file a Form BE-12A or BE-12B then the Supplement B of each general partner should show that they have a 50 percent voting interest in the limited partnership. The reporting requirements for the limited partners are illustrated in the example for item D below.
The foreign parent is presumed to control the partnership (unless a clause to the contrary is contained in the partnership agreement). The limited partnership should file a separate BE-12 report. DO NOT CONSOLIDATE the operations of the limited partnership into another BE-12 report. The following example illustrates the reporting requirements.
Example: Corporation GP, located in Canada, is the sole general partner of Company LP, a limited partnership. GP owns 1 percent of the equity of LP. A limited partner owns the remaining 99 percent of the equity. GP is presumed to control LP and own 100 percent of the voting interest in LP. Since GP is located in Canada, LP should file a separate BE-12 report.
If a BE-12A is filed, then:
LP should report GP as its foreign parent in the item "ownership held directly by foreign parent(s) of this affiliate" and report 100 percent voting interest in column (1) and 1 percent equity interest in column (3). In addition, LP should report 100 percent voting interest in the item "voting interest owned" and 1 percent equity interest in the item "equity interest owned." LP is not required to make any adjustments to its BE-12 report to reflect the financial interests of the limited partner.
If a BE-12B is filed, then:
LP should report GP as its foreign parent in the item "ownership held directly by foreign parent(s) of this U.S. affiliate" and report 100 percent voting interest. In addition, LP should report 100 percent voting interest in the item "voting interest owned" and 1 percent equity interest in the item "equity interest owned." LP is not required to make any adjustments to its BE-12 report to reflect the financial interests of the limited partner.
If a BE-12C is filed, then:
Assuming Part II of the BE-12C applies to LP, then LP should report GP as its foreign parent in the item "ownership held directly by foreign parent(s) of this U.S. affiliate" and report 100 percent voting interest. LP is not required to make any adjustments to its BE-12 report to reflect the financial interests of the limited partner.
A U.S. affiliate that has a limited partner's interest in a U.S. limited partnership, but does not control the limited partnership, should not consolidate the operations of the limited partnership into its BE-12 report and should not list the limited partnership on the Supplement A or B of its BE-12 report. A limited partner is presumed to have zero control over a limited partnership (unless a clause to the contrary is contained in the partnership agreement). The following example illustrates the reporting requirements.
Example: U.S. affiliate A has a 99 percent limited partnership interest in Company B but does not control Company B. Since U.S. affiliate A does not control Company B, U.S. affiliate A should not consolidate the operations of Company B into its BE-12 report. Instead, U.S. affiliate A should treat its financial interest in Company B as an investment.
If a BE-12A is filed, then:
Affiliate A should include its 99 percent financial interest in the equity of Company B in the item "other assets." U.S. affiliate A should include its 99 percent financial interest in the profits or losses of Company B in "other income." Company B should not be listed on the Supplement A or B of U.S. affiliate A.
If a BE-12B is filed, then:
Affiliate A should include its 99 percent financial interest in the equity of Company B in the item "total assets." U.S. affiliate A should reflect its 99 percent financial interest in the profits or losses of Company B in the item "net income (loss)." Company B should not be listed on the Supplement A or B of U.S. affiliate A.
If a BE-12C is filed, then:
Affiliate A should include its 99 percent financial interest in the equity of Company B in the item "total assets." U.S. affiliate A should reflect its 99 percent financial interest in the profits or losses of Company B in "net income (loss)."
A U.S. limited partnership whose foreign owners are limited partners should not file a BE-12 report if the foreign limited partners have no voting rights in the partnership. If the foreign limited partners have no voting rights in the partnership, then the foreign limited partners are not considered to have direct investment in the U.S. limited partnership.