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pdfFORM BE-12A (REV 11/2017)
OMB No. 0608-0042: Approval Expires 1 2/31/2020
BEA-12
IdentificationNumber
Number
BE-12 Identification
*Do not enter Social Security Number as Identification Number
2017 BENCHMARK SURVEY OF FOREIGN DIRECT INVESTMENT IN THE UNITED STATES
MANDATORY — CONFIDENTIAL
FORM BE–12A
Name and address of U.S. business enterprise
Due date: May 31, 2018
1002
Electronic filing: www.bea.gov/efile
Mail reports to:
Name of U.S. affiliate
0
U.S. Department of Commerce
Bureau of Economic Analysis
Direct Investment Division, BE–49(A)
4600 Silver Hill Rd
Washington, DC 20233
1010
1003
Deliver reports to: U.S. Department of Commerce
Bureau of Economic Analysis
Direct Investment Division, BE–49(A)
4600 Silver Hill Rd
Suitland, MD 20746
1004
1005
Fax reports to:
(301) 278–9500
Assistance:
E-mail: be12/[email protected]
Telephone: (301) 278-9247
Copies of blank forms: www.bea.gov/fdi
c/o (care of)
0
Street or P.O. Box
0
0998
City
0
ZIP Code
State
OR Foreign Postal Code
0
Or
Include your BE–12 Identification Number with all requests.
Response required
A response is required from persons subject to the reporting requirements of the BE-12 for 2017 whether or not they are contacted by BEA.
Who must file BE–12A:
Those majority-owned U.S. affiliates with any of the following items exceeding $300 million (positive or negative):
• Total assets
• Sales or gross operating revenues
• Net income
If you do not meet the filing criteria above, another BE-12 survey may be applicable. See instruction I.A.1 on page 34 to determine which form
to file. For more information on filing requirements, see instructions I.A.2. on page 35.
Certain private funds may be exempt from filing. See item (f) of the BE-12 Claim for Not Filing for more information.
Mandatory and Confidential
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 33 for more details.
CONTACT INFORMATION
CERTIFICATION
Provide information of person to consult about this report:
0
The undersigned official certifies that this report has been prepared
in accordance with the applicable instructions, is complete, and is
substantially accurate including estimates that may have been provided.
Street 1
Signature of Authorized Official
Street 2
Name
Name
1000
0
Date
0
1029
0
0
1030
0990
City
0
State
Zip
Title
0
0991
1031
Telephone Number
0
Extension
Telephone Number
0
0
Extension
0
0992
1001
Fax Number
Fax Number
0
0
0993
0999
E-mail Address
0
1028
NOTE: BEA uses a Secure Messaging System to correspond with you via encrypted message to discuss questions relating to this form. We may use
your e-mail address for survey-related announcements and to inform you about secure messages. When communicating with BEA by e-mail, please do
not include any confidential business or personal information.
Part I – Identification of U.S. Affiliate
IMPORTANT
Review the instructions starting on page 33 before completing this form. Insurance and real estate companies – see special instructions starting on
page 41.
• 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 2017 fiscal year — The affiliate’s financial reporting year that had an ending date in calendar year 2017.
• 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. Consolidation rules are found in instruction IV.2 starting on page 36.
• 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
000
1 Which financial reporting standards will you use to complete this BE–12 report?
NOTE — The BE-12 report should be completed using U.S. Generally Accepted Accounting Principles (U.S. GAAP). If using U.S. GAAP
to complete this report is highly burdensome, or otherwise not feasible, you may use other financial reporting standards, preferably with
adjustments to correct for any material differences between U.S. GAAP and the reporting standards used.
1399 1
1
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)?
1400 1
1
Yes If “Yes” — Do not complete this report unless exception 2.c.
described in the consolidation rules applies. This exception
states that 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 on page 37 for an illustration of this exception.
If this exception does not apply, forward the BE–12 notification to
file 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 accessed through eFile or
downloaded from BEA’s Web site at: www.bea.gov/fdi
1
3
2
No
If “No” — Complete this report in accordance with the
consolidation rules starting on page 36.
CONSOLIDATION OF U.S. AFFILIATES
Foreign parent
Foreign
10 to 100 percent
United States
U.S. business enterprise A
> 50 percent
U.S. business enterprise B
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.
Enter Employer Identification Number(s) used by the U.S. affiliate to file income and payroll taxes.
Other
Primary
1006 1
2
Electronic filers do not need to report more than two IDs.
–
–
Enter the IDs without hyphens. For example, if your ID is
12-3456789, you would enter 123456789.
4 Does this U.S. affiliate have a Legal Entity Identifier (LEI)?
1034
1
1
Yes If “Yes” — Enter the 20-digit LEI of the U.S. affiliate
1035 1
1
2
No
FORM BE-12A (REV 9/2017)
Page 2
Part I – Identification of U.S. Affiliate – Continued
5 Is the U.S. affiliate a publicly traded company? (Answer “No” if the U.S. affiliate is not a publicly traded company, even if a foreign parent or
ultimate beneficial owner (UBO) is.)
1036 1
1
Yes If “Yes” —
What stock exchange is the U.S. affiliate listed on?...................
1
1037
What is the U.S. affiliate’s ticker symbol?................................... 1038
1
2
1
No
6 Reporting period — Reporting period instructions are found in instruction 6 on page 37. If there was a change in fiscal year, review
instruction 6.b. on page 37.
1
MM/DD/YYYY
Day
Year
This U.S. affiliate’s fiscal year ended in calendar year 2017 on....................................................................... 1007
Example — If the fiscal year ended on March 31, report for the 12-month period that ended March 31, 2017.
NOTE — Affiliates with a fiscal year that ended within the first week of January 2018 are considered to have a 2017 fiscal year and should
report December 31, 2017 as their 2017 fiscal year end.
7 Did the U.S. business enterprise become a U.S. affiliate during its fiscal year that ended in calendar year 2017?
1008 1
1
1
Yes
2
No
If “Yes” — Enter the date the U.S. business enterprise became a U.S. affiliate and see
instruction 7 on page 37 to determine how to report for the first time.................................... 1009
1
Day
Year
MM/DD/YYYY
NOTE — For a U.S. business enterprise that became a U.S. affiliate during its fiscal year that ended in calendar year 2017, leave the close
FY 2016 data columns blank. A U.S. business enterprise existing before fiscal year 2017 that became a U.S. affiliate in fiscal year 2017 should
file a report covering a full 12 months of operations. All U.S. business enterprises that become a new affiliate are required to file a Form BE-13.
More information and copies of survey forms can be found at www.bea.gov/be13.
8 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 8 starting on page 38.
1
1
2
U.S. partnership — Reporting rules for partnerships are found in instruction 8.b. on page 38.
3
U.S. branch of foreign person
4
Limited Liability Company (LLC) — Reporting rules for LLCs are found in instruction 8.c. on page 38.
5
Real property not in 1–4 above — Reporting rules for real estate are found in instruction V.C. on page 41.
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
9 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) or the cost method of
accounting. Reporting rules for foreign operations are found in the instruction IV.2.a. on page 37.
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
FORM BE-12A (REV 9/2017)
Do not consolidate foreign business
enterprises or foreign operations
owned by the U.S. affiliate
Page 3
Part I – Identification of U.S. Affiliate – Continued
10 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 36. Banks – see instruction I.2.C. on page 35
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 29.
11 U.S. affiliates NOT fully consolidated — See instruction 11 on page 38.
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 31.
The U.S. affiliate named on page 1 must include data for any 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 34 to determine the
appropriate form for these affiliates to file).
12 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, or reflected as an equity investment?
1015 1
1
Yes
1
2
No
13 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 2017?
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 an unincorporated affiliate). “Voting interest” and “equity interest” are defined in instructions 14–17 on page 39.
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.
1017
a.
1018
b.
1019
c.
1020
d.
1060
15 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 19 – 23 on the following page. See example 2 on page 21........................
1061
16 Ownership held directly by all other U.S. persons or entities...........................
1062
17 Ownership held directly by all other foreign persons or entities.....................
18 TOTAL of ownership interests — Sum of items 14 through 17 ........................
FORM BE-12A (REV 9/2017)
Page 4
Equity interest
(If different from voting interest)
Voting interest
14 Ownership held directly by foreign parent(s) of this affiliate — Enter name
of each foreign parent with direct ownership. If more than 4, continue on a
separate sheet. See example 1 on page 21.
Close FY 2017
(1)
1
Close FY 2016
(2)
2
Close FY 2017
(3)
3
Close FY 2016
(4)
4
___ ___ ___ . ___% ___ ___ ___ . ___%
___ ___ ___ . ___% ___ ___ ___ . ___%
1
3
2
4
___ ___ ___ . ___% ___ ___ ___ . ___%
___ ___ ___ . ___% ___ ___ ___ . ___%
1
3
2
4
___ ___ ___ . ___% ___ ___ ___ . ___%
___ ___ ___ . ___% ___ ___ ___ . ___%
1
3
2
4
___ ___ ___ . ___% ___ ___ ___ . ___%
___ ___ ___ . ___% ___ ___ ___ . ___%
1
3
2
4
___ ___ ___ . ___% ___ ___ ___ . ___%
___ ___ ___ . ___% ___ ___ ___ . ___%
1
3
2
4
___ ___ ___ . ___% ___ ___ ___ . ___%
___ ___ ___ . ___% ___ ___ ___ . ___%
1
3
2
___ ___ ___ . ___% ___ ___ ___ . ___%
100.0%
100.0%
4
___ ___ ___ . ___% ___ ___ ___ . ___%
100.0%
100.0%
Foreign Parent Ownership – Continued
Use only if you need to enter more owners in item 14 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.
Reporting Period
Voting Interest
1
Close FY
2017
1021
1022
2
Equity Interest
Close FY
2016
3
Close FY
2017
4
Close FY
2016
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
1023
1024
1025
1026
U.S. Affiliate Ownership – Continued
Use only if you need to enter more owners after item 22 on the following page.
Give the name of each U.S.
affiliate holding a direct
ownership interest in this U.S.
affiliate.
Percent of direct voting
interest in this U.S. affiliate
held by the U.S. affiliate listed
in column (a).
Close FY
2017
(a)
1067
1068
1069
Close FY
2016
2
1
%
%
%
%
%
%
For the U.S. affiliate listed
in column (a), 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
(a) is directly owned by a
foreign parent, also list that
U.S. affiliate here.
Part I – Identification of U.S. Affiliate – Continued
NOTE: IF THERE IS AN ENTRY IN COLUMN 1 OR 2 OF ITEM 15 COMPLETE ITEMS 19 THROUGH 23 .
Percent of direct voting interest
in this U.S. affiliate held by the
U.S. affiliate listed in column 1.
Enter 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 21.
(1)
Close FY 2017
Close FY 2016
(2)
(3)
0
1063
1
2
___ ___ ___ . ___%
___ ___ ___ . ___%
0
1064
1
2
___ ___ ___ . ___%
___ ___ ___ . ___%
0
1065
1
2
___ ___ ___ . ___%
___ ___ ___ . ___%
0
1066
1
2
___ ___ ___ . ___%
___ ___ ___ . ___%
1
1071
1
2
___ ___ ___ . ___%
___ ___ ___ . ___%
19
20
21
22
23 Sum of ownership held directly by all U.S.
affiliates of the foreign parent . The sum of these
percentages must equal item 15 columns 1 and 2...........
For the U.S. affiliate listed in column 1,
enter 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.
BEA
USE
ONLY
(4)
4
3
4
3
4
3
4
3
3
BEA USE ONLY
PART II - Financial and Operating Data of U.S. Affiliate
Section A — INDUSTRY CLASSIFICATION, TOTAL SALES, AND EMPLOYEES OF FULLY CONSOLIDATED U.S. AFFILIATE
24 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
2
3
4
5
6
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
25 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
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 9/2017)
Page 5
Part II – Financial and Operating Data of U.S. Affiliate – Continued
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 26 through 35 .
Book publishers, printers, and real estate investment trusts — See instructions 26 – 39 on page 39.
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 32. For a full explanation of each code, see the Guide to Industry
Classifications for International Surveys, 2017 located at www.bea.gov/naics2017. 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 42 .
• 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 42 ).
• ONLY finance and insurance companies and units should report
dividends and interest. Companies involved with repos and
reverse repos see instructions 26–39 on page 39.
• Dividends and interest earned by non-finance and non-insurance
companies and units (report as other income in item 43 ).
• Total income of holding companies (ISI code 5512) as reported in
item 44 .
Column (3) – Number of employees — INCLUDE all full-time and part-time employees on the payroll at the end of FY 2017 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 2017 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 2017. If precise figures are not available, provide your best estimate.
NOTE: For most U.S. affiliates, 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
26 Enter code of industry with largest sales...........................................................
1164
27 Enter code of industry with 2nd largest sales....................................................
1165
28 Enter code of industry with 3rd largest sales.....................................................
1166
29 Enter code of industry with 4th largest sales.....................................................
1167
30 Enter code of industry with 5th largest sales.....................................................
1168
31 Enter code of industry with 6th largest sales.....................................................
1169
32 Enter code of industry with 7th largest sales.....................................................
1170
33 Enter code of industry with 8th largest sales.....................................................
1171
34 Enter code of industry with 9th largest sales.....................................................
1176
35 Enter code of industry with 10th largest sales...................................................
1177
1
1
1
1
1
1
1
1
$ Bil.
Mil.
Thous.
Dols.
2
--Select ISI CODE-2
--Select ISI CODE-2
--Select ISI CODE-2
--Select ISI CODE-2
--Select ISI CODE-2
--Select ISI CODE-2
--Select ISI CODE-2
--Select ISI CODE-2
--Select ISI CODE--
1
Number of employees
associated with each ISI
code in column 1
(3)
Sales
(2)
2
--Select ISI CODE--
3
000
000
000
000
000
000
000
000
000
000
3
3
3
3
3
3
3
3
3
3
36 Number of employees of administrative offices and other auxiliary units that service more than one industry
— 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 industry. EXCLUDE employees that provide
administration and management or support services for only one industry. Instead, report such employees in
column 3 of items 26 through 35 ........................................................................................................................................
1178
2
37 Sales and employees accounted for — Sum of items 26 through 36 ..............................
38 Sales and employees not accounted for above — Items 26 through 35 must all
have entries if amounts are entered in this item..................................................................
39 TOTAL SALES OR GROSS OPERATING REVENUES (excluding sales
taxes) AND EMPLOYEES — Sum of items 37 and 38 , columns 2 and 3............ 1174
FORM BE-12A (REV 9/2017)
Page 6
1
3
000
1172
2
3
000
1173
2
3
000
Part II – Financial and Operating Data of U.S. Affiliate – Continued
Section B — INCOME STATEMENT
$ Bil.
INCOME
Mil.
Thous. Dols.
1
40 Total sales or gross operating revenues, excluding sales taxes — Must equal item 39 column 2.........................
41 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 67 . 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 42 .......................
000
2149
1
000
2150
1
42 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 46 .
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 45 ; report legal
settlements in favor of the U.S. affiliate in item 43 );
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 45 ;
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.42. on page 39;
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 26 through 39 ;
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)).................................................................................................................................................
000
2151
1
43 Other income — Legal settlements in favor of the U.S. affiliate, dividends and interest earned by non-finance and
non-insurance companies and units, non-operating, and other income not included above. — Specify major items
000
2152
1
44 Total income — Sum of items 40 through 43 . ............................................................................................................
000
2153
1
COSTS AND EXPENSES
45 Cost of goods sold or services rendered, and selling, general, and administrative expenses — Operating
expenses that relate to sales or gross operating revenues, item 40 , 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. EXCLUDE goodwill impairment as defined by FASB
ASC 350 (formerly FAS 142). Report such impairment losses in item 42 . For guidance on restructuring costs, see
item 42b ..........................................................................................................................................................................
46 Income taxes — Provision for U.S. Federal, state, and local income taxes. INCLUDE the income tax effect of
certain gains (losses) reported in item 42 . EXCLUDE production royalty payments......................................................
000
2154
1
000
2156
1
47 Other costs and expenses not included above. Include noncontrolling interests in profits and losses (FASB ASC
810 (formerly FAS 160)). — Specify major items
000
2157
1
48 Total costs and expenses — Sum of items 45 through 47 ........................................................................................
000
2158
1
NET INCOME
49 Net income (loss) after provision for U.S. Federal, state, and local income taxes — Item 44 minus item 48 ...... 2159
FORM BE-12A (REV 9/2017)
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), classify the sales as goods or
services based on whichever accounts for a majority of the value.
NOTE — Before completing this section, please see the instructions for items 51 through 53 on page 39.
Insurance companies also see V.A. on page 41 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.
50 Total sales or gross operating revenues, excluding sales taxes —
Equals sum of items 51 through 53 .............................................................................................................................
$ Bil.
Mil.
Thous. Dols.
1
000
2243
1
51 Sales of goods...............................................................................................................................................................
52 Investment income included in gross operating revenues. Include ALL interest and dividends generated by
finance and insurance subsidiaries or units....................................................................................................................
53 Sales of services, total — Sum of items 54 through 58 ............................................................................................
To other U.S. affiliates of the same affiliated foreign group. See illustration of affiliated foreign group on
page 13......................................................................................................................................................................
54
000
2244
1
000
2245
1
000
2246
1
000
2247
1
55
To unaffiliated U.S. persons or entities..................................................................................................................
000
2248
1
To the affiliated foreign group.................................................................................................................................
To foreign affiliates owned by this U.S. affiliate. See item 9 for a diagram that illustrates foreign affiliates
owned by this U.S. affiliate..........................................................................................................................................
56
57
58
To all other foreign persons or entities..................................................................................................................
000
2249
1
000
2250
1
000
2251
CROSS-BORDER SERVICES TRANSACTIONS
59 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, database,
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.
60 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 61 )........................................................................................
61 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 60 ).....
1
2401
1
1
000
1
BEA USE ONLY
Page 8
000
2402
63 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
63 on page 40.................................................................................................................................................................. 2253
FORM BE-12A (REV 9/2017)
Thous. Dols.
000
2400
62 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 46 ...........................
Mil.
1
2404
000
Part II – Financial and Operating Data of U.S. Affiliate – Continued
Section E — INSURANCE INDUSTRY ACTIVITIES
Insurance related activities are covered by industry codes 5243 (insurance carriers, except direct life insurance carriers) and 5249 (direct life
insurance carriers).
64a Of the total sales and gross operating revenues reported in item 39 , column 2,
were any of the sales or revenues generated by insurance related activities?
1180 1
1
1 2
Yes — Answer items 64b and 64c
$ Bil.
1
No — Skip to item 65
64b 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.......
Mil.
Thous. Dols.
000
1181
1
64c Losses incurred — Report losses incurred for the insurance products covered by item 64b . 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 losses 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
1
BEA USE ONLY
FORM BE-12A (REV 9/2017)
Page 9
1189
Part II – Financial and Operating Data of U.S. Affiliate – Continued
Section F — BALANCE SHEET
NOTE — Insurance companies see V.A. on page 41 for special instructions.
ASSETS
65 Cash and cash equivalents — INCLUDE deposits in financial institutions and other
cash items and short-term, highly liquid investments that are both readily convertible to
known amounts of cash and so near their maturity that they present insignificant risk of
changes in value because of changes in interest rates. EXCLUDE overdrafts as
negative cash, instead report overdrafts in 71 . ................................................................
Close FY 2017
Close FY 2016
(Unrestated)
(2)
(1)
$ Bil.
Mil.
Thous. Dols. $ Bil.
1
66 Inventories — Land development companies, EXCLUDE land held for resale (INCLUDE
in item 69 ); finance and insurance companies, EXCLUDE inventories of marketable
securities (INCLUDE in item 69 )....................................................................................... 2104
1
68 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, 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.)................................................................. 2107
000
2110
70 Total assets — Sum of items 65 through 69 . .........................................................................
2109
000
2
000
2114
000
2
000
000
2
000
1
71 TOTAL LIABILITIES...........................................................................................................
000
1
1
LIABILITIES
000
2
1
69 Other assets — INCLUDE all other assets not included above........................................
000
2
1
67 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). 2106
Thous. Dols.
000
2101
Mil.
2
000
2
000
000
72 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 2017
Close FY 2016
(Unrestated)
(2)
(1)
No — Skip to item 73
$ Bil.
Of the property, plant, and equipment reported in item 68 ,
what amount was reported using fair value accounting?....................................................
Of the total assets reported in item 70 , what amount was
reported using fair value accounting?.................................................................................
Of the total liabilities reported in item 71 , 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
73 Of the total sales and gross operating revenues reported in item 39 , column 2, were any of the sales or revenues generated by
depository or non-depository banking activities (industry codes 5221 or 5229)?
Banking activities
All other
2113 1 1
Yes — Report the U.S. affiliate’s values for the following
in industry codes
(column 1 less
1
2
No — Skip to item 74
Total
5221 or 5229
column 2)
(1)
$ Bil.
Assets:
Total of all assets reported in the balance sheet
above (column 1 total equals item 70 column 1)..........
Liabilities: Total of all liabilities reported in the balance sheet
above (column 1 total equals item 71 column 1)..........
2124
000
2126
Interest expense: Column 1 total equals item 61 ............................ 2127
(3)
Thous. Dols. $ Bil.
Page 10
000
2
000
000
2
Mil.
Thous. Dols.
3
000
2
1
2125
Mil.
2
1
FORM BE-12A (REV 9/2017)
(2)
Thous. Dols. $ Bil.
1
1
Interest income: Column 1 total equals item 60 . ............................
Mil.
000
000
000
3
000
000
000
3
3
000
Part II – Financial and Operating Data of U.S. Affiliate – Continued
Section F — BALANCE SHEET — Continued
Close FY 2017
Close FY 2016
(Unrestated)
(2)
(1)
OWNERS’ EQUITY
$ Bil.
74 Capital stock and additional paid-in capital — Common and preferred, voting and
non-voting capital stock and additional paid-in capital........................................................
Mil.
Thous.
2116
000
1
1
Mil.
Thous. Dols. $ Bil.
1
77a Translation adjustment...........
2122
2128
000
2
000
000
2
) 000 (
) 000
Mil.
Thous. Dols.
2
000
1
77b All other components..............
Dols.
(Unrestated)
(2)
(1)
$ Bil.
(
Thous.
Close FY 2016
Close FY 2017
Accumulated other
comprehensive income (loss)
2118
Mil.
2
2117
75 Retained earnings (deficit)..............................................................................................
76 Treasury stock..................................................................................................................
Dols. $ Bil.
1
000
2
000
000
77c Total accumulated other comprehensive income (loss) —
Equals sum of 77a and 77b ..............................................................................................
1
2129
2
000
1
000
2
78 Other — INCLUDE noncontrolling interest per FASB ASC 810 (formerly FAS 160).
Specify major items
2119
79 Total owners’ equity — Sum of items 74 , 75 , 76 , 77c and 78 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 74 through 78 , report total owners’ equity in this item. For both
incorporated and unincorporated U.S. affiliates, total owners’ equity must equal item
70 (total assets) minus item 71 (total liabilities)..............................................................
000
1
2120
000
000
2
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.
80 Balance, close FY ended in 2016, 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 75 , column 2; if retained earnings (deficit) is not shown as a separate account, enter
amount from item 79 , column 2.................................................................................................................................
$ Bil.
Mil.
Thous. Dols.
1
2211
000
1
81 Increase (decrease) due to restatement of FY 2016 closing balance. — Specify reason(s) for change
000
000
2212
1
82 FY 2016 closing balance as restated — Item 80 plus item 81 .............................................................................
2213
1
83 Net income (loss) — Enter amount from item 49 ....................................................................................................
2214
000
1
84 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
85 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
86 FY 2017 closing balance — Sum of items 82 , 83 , and 85 minus item 84 ; also must equal item 75 ,
column 1, if retained earnings (deficit) is shown as a separate account, or item 79 , column 1, if retained
earnings (deficit) is not shown as a separate account.................................................................................................
FORM BE-12A (REV 9/2017)
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 68 ) or in other assets (item 69 ).
EXCLUDE items that the affiliate has sold on a capital lease basis.
CHANGE FROM FY 2016 CLOSING BALANCES TO FY 2017 CLOSING BALANCES
$ Bil.
87 Net book value of all land and other property, plant, and equipment at close of FY 2016 wherever carried
on the balance sheet, before restatement due to a change in entity..............................................................................
Mil.
Thous. Dols.
1
000
2386
CHANGES DURING FY 2017
88 Give amount by which the net book value in item 87 would be restated due to:
If a decrease, put amount in parentheses.
• 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.).......................................................................................................................
2387
• Change in accounting methods or principles......................................................................................................
2385
1
000
1
000
Is change in accounting methods due in whole or in part to early implementation of FASB ASU No.2016-02, Leases (Topic 842)?
2385
■ Yes, in whole.
2 1
■ Yes, in part.
2 2
■ No.
2 3
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 2017 (INCLUDE such changes in item 88 ).
Expenditures by the U.S. affiliate for, or transfers into the U.S. affiliate of,
89
Land — Report expenditures for land except land held for resale.
Report land held for sale in item 94 ....................................................................................................................... 2388
90
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 91 . .................................................................................................................................................... 2389
91
Property, plant, and equipment other than land and mineral rights (EXCLUDE changes due to mergers
and acquisitions. Report them in item 88 .)............................................................................................................. 2390
92 Annual depreciation..................................................................................................................................................... 2392
1
000
1
1
1
000
000
000
1
000
93 Annual depletion........................................................................................................................................................... 2393
1
94 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 88 ................................................................ 2394
000
BALANCES AT CLOSE OF FY 2017
95 Net book value of land and other property, plant, and equipment at close of FY 2017 —
Sum of items 87 through 91 , minus sum of items 92 through 94 ........................................................................... 2395
1
1
96 Accumulated depreciation and depletion.................................................................................................................. 2396
1
97 Gross book value of all land and other property, plant, and equipment at close of FY 2017, wherever
carried on the balance sheet — Sum of items 95 and 96 . ......................................................................................... 2397
ADDENDA
98 Gross book value of land owned — The portion of item 97 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
99 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
FORM BE-12A (REV 9/2017)
Page 12
2399
000
000
1
000
1
000
1
BEA USE ONLY
000
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 100–105 on page 40 for more details of what to include.
NOTE — Items 100 through 105 pertain to R&D performed by the U.S. affiliate, including R&D performed by the U.S. affiliate for others under contract.
$ Bil.
100 R&D performed BY the U.S. affiliate, total — Sum of items 101 through 105 . EXCLUDE the cost of R&D
funded by the U.S. affiliate but performed by others. Report such R&D costs in item 106 ..........................................
Mil.
Thous. Dols.
1
2403
1
000
000
000
000
000
000
Funded (or reimbursed) by:
U.S. affiliate itself.................................................................................................................................................
101
2405
1
Federal Government (i.e., federally financed R&D).............................................................................................
102
2406
1
103
Affiliated foreign group. See the example below for an illustration of affiliated foreign group............................ 2411
104
Foreign affiliates owned by this U.S. affiliate. See item 9 for a diagram that illustrates
foreign affiliates owned by this U.S. affiliate..........................................................................................................
1
2412
1
Others under contract.........................................................................................................................................
105
2407
1
106 R&D performed FOR the U.S. affiliate by others on a contractual basis.................................................................
2408
107 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 2017.
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
Identifying the Affiliated Foreign Group
The affiliated foreign group (AFG) consists of
Affiliated Foreign Group
• The foreign parent (FP), which is the first Foreign Entity
(B) outside the United States, proceeding up a chain of
ownership, that has 10 percent or more voting interest in
the U.S. affiliate, and
FAFP
Foreign Entity (A)
>50% voting interest
• Every foreign affiliate of the foreign parent (FAFP), which
includes
°
°
Foreign Parent (FP)
Foreign Entity (B)
Any Foreign Entity (A), proceeding up the foreign
parent’s ownership chain, that has more than 50
percent direct voting interest in the entity below it,
up to and including that entity in which no other
foreign entity has more than 50 percent direct
voting interest, and
Any Foreign Entity (C) and Foreign Entity (D),
in which the FP or any FAFP has more than 50
percent direct voting interest.
The AFG does not include:
FAFP
Foreign Entity (C)
>50% voting interest
FAFP
Foreign Entity (D)
≥10%
voting
interest
• Any Foreign Entity (E) proceeding down the FP’s or
FAFP’s ownership chain in which neither the FP nor any
FAFP has more than 50 percent direct voting interest, or
≤50% voting interest
Foreign Entity (E)
Foreign
United States
• Any U.S. entity.
The U.S. Affliate
FORM BE-12A (REV 9/2017)
>50% voting interest
Page 13
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 2017.
• Report on a SHIPPED basis, rather than a CHARGED basis. The shipped basis tracks 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 40.
• Timing — Only include goods actually shipped during FY 2017 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).
• 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.
• 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).
• 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.
108 Exports of U.S. affiliate to foreign persons
— Shipped by U.S. affiliate to foreign persons
(valued f.a.s. U.S. port).....................................
109 Imports of U.S. affiliate from foreign
persons — Sum of items 110 through 113
Shipped to U.S. affiliate by foreign persons
(valued f.a.s. foreign port)................................
1
1
110 .Capital equipment and other goods charged
by U.S. affiliate to its fixed asset accounts.... 2529
1 12 Goods for resale without further processing,
assembly, or manufacture by this affiliate........ 2528
1
2531
FORM BE-12A (REV 9/2017)
000
000
Page 14
000
000
2
000
000
4
000
3
000
000
4
3
2
000
4
000
000
000
1
000
3
2
3
Mil. Thous. Dols.
4
3
000
000
2530
113 Other — Specify major items
000
2
1
Mil. Thous. Dols. $ Bil.
3
2
000
2515
Mil. Thous. Dols. $ Bil.
2
000
2502
IMPORTS BY INTENDED USE:
111 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
000
4
000
000
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 108 ,
column 1.
BEA USE
ONLY
Shipped to affiliated foreign
group(s). Equals item 108 ,
column 2.
(2)
(1)
114 TOTAL must equal sum of items 115 through 136 .
Also must equal amounts reported in item 108 .............
$ Bil.
1
TO COUNTRY OF ULTIMATE DESTINATION —
Enter amounts for all individual countries to which
exports were $500 thousand or more.
115 Australia......................................................................
1
2
2602
117 Canada.........................................................................
2603
118 China............................................................................
2604
2
202
1
100
1
1
120 Germany....................................................................... 2606
1
121 Hong Kong................................................................... 2607
122 Italy............................................................................... 2608
123 Japan...........................................................................
1
1
2609
1
124 Korea, Republic of ...................................................... 2610
1
2
650
307
308
2
314
614
626
327
1
2
1
2
3
000
3
3
000
3
1
2
1
2
000
3
000
1
2
1
2
2620
000
000
3
Page 15
000
4
000
4
000
4
4
000
3
3
000
000
4
000
4
000
000
4
000
3
000
000
4
000
000
4
000
000
000
4
4
4
000
3
000
000
4
4
000
4
3
2
709
4
3
000
000
000
000
1
4
000
3
000
000
4
000
000
4
4
3
000
2619
000
000
3
3
000
000
3
000
2618
2621
135 --Select Country- 136 Exports to all other countries not listed or
written in above for which exports to each
were LESS than $500 thousand.................................. 2698
000
000
2617
FORM BE-12A (REV 9/2017)
000
2
2616
--Select Country--
000
3
--Select Country--
--Select Country--
000
2
Other individual countries to which exports were $500
thousand or more — Specify (Use supplemental sheets if
necessary, to account for all such countries.)
134
3
3
000
4
000
3
325
129 United Kingdom........................................................... 2615
000
000
2
1
--Select Country--
000
625
128 Switzerland.................................................................. 2614
133
000
2
2
000
000
2
1
--Select Country--
000
2
319
2612
127 Singapore..................................................................... 2613
132
000
2
611
000
000
2
1
131
2
1
130
000
213
125 Mexico.......................................................................... 2611
126 Netherlands.................................................................
000
2
1
119 France........................................................................... 2605
000
Mil. Thous. Dols.
4
3
601
1
Mil. Thous. Dols. $ Bil.
3
000
2601
116 Brazil............................................................................
Mil. Thous. Dols. $ Bil.
2
2600
Shipped to foreign
affiliates owned by this
U.S. affiliate and all other
foreign persons. Equals
item 108 , columns 3
plus 4.
(3)
000
000
000
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 109 column 2.
TOTAL
Equals item 109 ,
column 1.
BEA USE
ONLY
(1)
137 TOTAL must equal sum of items 138 through 159 .
Also must equal amounts reported in item 109 ..............
$ Bil.
1
FROM COUNTRY OF ORIGIN —
Enter amounts for all individual countries from which
imports were $500 thousand or more.
138 Australia.......................................................................
1
2
140 Canada..........................................................................
2803
202
100
1
141 China.............................................................................
2804
142 France...........................................................................
2805
143 Germany.......................................................................
2806
2
650
1
2
308
1
2808
146 Japan............................................................................
2809
147 Korea, Republic of ......................................................
2810
148 Mexico..........................................................................
2811
2
314
1
626
1
213
319
2812
153
154
155
156
157
158
--Select Country---Select Country--
--Select Country---Select Country--
--Select Country--
000
2
000
3
000
3
3
000
3
000
3
000
2
1
2
1
2
000
3
1
2
1
2
1
2
2818
2819
2820
2
Page 16
000
4
000
4
4
000
3
3
000
000
4
000
4
000
000
000
3
000
4
000
4
000
000
000
4
4
4
000
3
000
709
000
4
000
3
000
000
4
4
3
000
000
4
4
000
3
000
000
4
000
2821
4
000
000
2817
000
4
000
000
3
000
2816
000
4
4
000
1
000
000
3
3
000
000
3
1
000
3
3
000
4
000
3
000
000
2
327
2815
000
3
325
2814
159 Imports from all other countries not listed or
written in above for which imports from each
were LESS than $500 thousand.................................. 2898
FORM BE-12A (REV 9/2017)
625
2813
Other individual countries for which imports were $500
thousand or more — Specify (Use supplemental sheets if
necessary, to account for all such countries.)
--Select Country--
000
2
1
152 United Kingdom...........................................................
000
2
2
000
000
2
1
151 Switzerland..................................................................
614
1
1
150 Singapore.....................................................................
000
2
1
149 Netherlands..................................................................
000
2
611
2807
000
000
307
1
145 Italy...............................................................................
000
2
1
144 Hong Kong...................................................................
000
2
Mil. Thous. Dols.
4
3
000
2
1
Mil. Thous. Dols. $ Bil.
3
601
1
2802
Mil. Thous. Dols. $ Bil.
000
2801
139 Brazil.............................................................................
(2)
2
2800
Shipped by foreign
affiliates owned by this
U.S. affiliate and all other
foreign persons. Equals
item 109 columns 3
plus 4.
(3)
000
000
000
000
4
000
000
Part II – Financial and Operating Data of U.S. Affiliate – Continued
Section K — SCHEDULE OF EMPLOYMENT AND PROPERTY, PLANT, AND EQUIPMENT, BY LOCATION
Include those U.S. business enterprises that are fully consolidated into the reporting U.S. affiliate.
Location of employees or of an asset is the U.S. state, territory, or possession in which the person is permanently employed, or in which the land or
other property, plant, and equipment is physically located and to which property taxes, if any, on such assets are paid. Do not include employees of
foreign business enterprises or operations, whether incorporated or unincorporated.
Column 4 — INCLUDE all employees on the payrolls of operating manufacturing plants in the state. INCLUDE administrative office and other
auxiliary employees located at an operating plant and who serve only that plant. EXCLUDE administrative office and other auxiliary employees who
serve more than one plant.
Column 5 — INCLUDE land and other property, plant, and equipment, whether carried as investments, in fixed asset accounts, or in other balance
sheet accounts. INCLUDE land held for resale, held for investment purposes, and all other land owned. INCLUDE property you own that you lease
to others under operating leases. INCLUDE land and other property, plant, and equipment on capital leases from others, but EXCLUDE property on
capital leases to others.
Column 6 — INCLUDE the gross book value of commercial property you own. Commercial property INCLUDES apartment buildings; office
buildings; hotels; motels; and buildings used for wholesale, retail, and services trades, such as shopping centers, recreational facilities, department
stores, bank buildings, restaurants, public garages, and automobile service stations. INCLUDE the value of land associated with these buildings.
INCLUDE office buildings and associated land owned by industrial companies NOT located at industrial sites. EXCLUDE furniture and equipment
located at commercial property. EXCLUDE property you use for agricultural, mining, manufacturing, or other industrial purposes (such as water
and sewage treatment, electric power generation, and other utility plants), property you use to support these activities, such as research labs and
warehouses, and office buildings located at industrial sites. Also EXCLUDE educational buildings, hospitals, nursing homes, institutional buildings,
and all undeveloped land.
Item 214 —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 216c below.
Item 216 —Foreign – Except as noted below, do not include employees located outside of the United States in item 216 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.
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 216 . Exclude these employees from the BE-12 report if they are carried on a
foreign payroll.
c. Use item 216 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.
d. Real estate located outside the United States that is owned by the U.S. affiliate and carried on its books but which generates no revenues for,
or reimbursements to, the U.S. affiliate should be reported in item 216 . Real estate located outside the United States that 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.
e. Machinery and similar equipment located outside the United States at a foreign operating location or subsidiary that are owned by the foreign
operating location or subsidiary should not be consolidated on this BE-12 report. However, if such machinery or similar equipment are owned
by the U.S. affiliate and loaned or leased (under an operating lease) to the foreign operating location or subsidiary, then it should be included in
item 216 “foreign.”
f. Use the category “foreign” to report communication channels that physically exist (i.e., are tangible) that are (1) located outside of the United
States, (2) owned by the U.S. affiliate, and (3) carried directly on the U.S. affiliate’s books (i.e., not carried on the books of a foreign affiliate
owned by the U.S. affiliate). Report satellites in item 217 .
Item 217 — Other property, plant, and equipment — Use this line to report (1) items that frequently switch locations such as aircraft, railroad
rolling stock, ships of U.S. registry, and vehicles engaged in interstate transportation, (2) items such as pipelines, fiber optic cable, power lines, etc.,
located in more than one state that cannot be allocated among specific states, (3) satellites, underwater cable, and other communication channels
that are not located in a specific state, (4) property leased to others, except land or buildings, under operating leases, and (5) items owned by an
unincorporated U.S. affiliate’s foreign parent but which are in the U.S. affiliate’s possession in the United States.
FORM BE-12A (REV 9/2017)
Page 17
Part II – Financial and Operating Data of U.S. Affiliate – Continued
Section K — SCHEDULE OF EMPLOYMENT AND PROPERTY, PLANT, AND EQUIPMENT, BY LOCATION
PLEASE REVIEW THE INSTRUCTIONS ON PAGE 17.
State
code
LOCATION
160 TOTAL – Sum of items 161
through 217 ............................
161 Alabama...................................
162 Alaska.......................................
163 Arizona.....................................
164 Arkansas..................................
165 California..................................
166 Colorado...................................
167 Connecticut...............................
168 Delaware..................................
169 Florida......................................
170 Georgia.....................................
(2)
2
2701
2
2702
2
2703
2
2704
2
2705
2
2706
2
2707
2
2708
2
2709
2
2710
2
2711
172 Idaho........................................
2712
174 Indiana......................................
175 Iowa..........................................
176 Kansas......................................
177 Kentucky...................................
178 Louisiana..................................
179 Maine........................................
180 Maryland...................................
181 Massachusetts..........................
182 Michigan...................................
183 Minnesota.................................
2
2
2713
2
2714
2
2715
2
2716
2
2717
2
2718
2
2719
2
2720
2
2721
2
2722
2
2723
2
184 Mississippi................................
2724
185 Missouri....................................
2725
186 Montana....................................
187 Nebraska..................................
188 Nevada.....................................
189 New Hampshire........................
190 New Jersey...............................
191 New Mexico..............................
Total equals item 39,
column 3.
The portion of
employees in
column (3) that
are manufacturing
employees
Gross book value (historical cost) of
all land and other property, plant, and
equipment wherever carried on balance
sheet, FY 2017 closing balance.
(3)
(4)
(5)
Number
Number
2
2
2726
2
2727
2
2728
2
2729
2
2730
2
2731
01
02
04
05
06
08
09
10
12
13
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
$
3
4
5
3
4
5
3
4
5
3
4
5
3
4
5
3
4
5
3
4
5
3
4
5
3
4
5
3
4
5
3
4
5
3
4
5
3
4
5
3
4
5
3
4
5
3
4
5
3
4
5
3
4
5
3
4
5
3
4
5
3
4
5
3
4
5
3
4
5
3
4
5
3
4
5
3
4
5
3
4
5
3
4
5
3
4
5
3
4
5
3
4
5
3
4
5
Continue on the next page
FORM BE-12A (REV 9/2017)
Page 18
The portion of column (5) that is
commercial property
Total equals item 97.
2700
171 Hawaii.......................................
173 Illinois........................................
Number of
employees at the end
of FY 2017
Bil.
Mil.
Thous.
(6)
Dols.
000
000
000
000
000
000
000
000
000
000
000
000
000
000
000
000
000
000
000
000
000
000
000
000
000
000
000
000
000
000
000
000
$
6
6
6
6
6
6
6
6
6
6
6
6
6
6
6
6
6
6
6
6
6
6
6
6
6
6
6
6
6
6
6
6
Bil.
Mil.
Thous.
Dols.
000
000
000
000
000
000
000
000
000
000
000
000
000
000
000
000
000
000
000
000
000
000
000
000
000
000
000
000
000
000
000
000
Part II – Financial and Operating Data of U.S. Affiliate – Continued
Section K — SCHEDULE OF EMPLOYMENT AND PROPERTY, PLANT, AND EQUIPMENT, BY LOCATION
PLEASE REVIEW THE INSTRUCTIONS ON PAGE 17.
LOCATION
192 New York...................................
193 North Carolina..........................
194 North Dakota............................
195 Ohio..........................................
196 Oklahoma.................................
197 Oregon......................................
198 Pennsylvania............................
199 Rhode Island............................
200 South Carolina..........................
201 South Dakota............................
202 Tennessee................................
203 Texas........................................
204 Utah..........................................
205 Vermont....................................
206 Virginia......................................
207 Washington...............................
208 West Virginia.............................
209 Wisconsin.................................
210 Wyoming...................................
211 District of Columbia..................
212 Puerto Rico...............................
213 Virgin Islands............................
214 U.S. offshore oil and gas
sites – See instruction 214
on page 17...............................
215 Other U.S. areas – includes
Guam, American Samoa,
and all other territories and
possessions not separately
listed.........................................
216 Foreign – See instruction 216
on page 17...............................
217 Other property, plant and
equipment – See instruction
217 on page 17........................
FORM BE-12A (REV 9/2017)
2
2732
2
2733
2
2734
2
2735
2
2736
2
2737
2
2738
2
2739
2
2740
2
2741
2
2742
2
2743
2
2744
2
2745
2
2746
2
2747
2
2748
2
2749
2
2750
2
2751
2
2752
2
2753
The portion of
employees in
column (3) that
are manufacturing
employees
State
code
Number of
employees at
the end of
FY 2017
(3)
(4)
(2)
Number
Number
36
37
38
39
40
41
42
44
45
46
47
48
49
50
51
53
54
55
56
11
43
52
2
2
3
4
5
3
4
5
3
4
5
3
4
5
3
4
5
3
4
5
3
4
5
3
4
5
3
4
5
3
4
5
3
4
5
3
4
5
3
4
5
3
4
5
3
4
5
3
4
5
3
4
5
3
4
5
3
4
5
3
4
5
3
4
5
3
4
5
3
4
5
3
4
5
2
3
4
5
Mil.
Thous.
(6)
Dols.
000
000
000
000
000
000
000
000
000
000
000
000
000
000
000
000
000
000
000
000
000
000
$
6
6
6
6
6
6
6
6
6
6
6
6
6
6
6
6
6
6
6
6
6
6
000
Page 19
Thous.
Dols.
000
000
000
000
000
000
000
000
000
000
000
000
000
000
000
000
000
000
000
000
000
000
000
000
6
000
71
Mil.
6
5
2
Bil.
6
000
70
2758
Bil.
000
60
2754
The portion of column (5) that is
commercial property
(5)
$
65
2756
2759
Gross book value (historical cost) of
all land and other property, plant, and
equipment wherever carried on balance
sheet, FY 2017 closing balance.
000
Part III – Investment and Transactions Between U.S. Affiliate and Affiliated Foreign Group
Name of U.S. business enterprise shown on
page 1 of this BE-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 2017, in the U.S. affiliate named on page 1 of this BE-12. 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 copies of this Part III to report all additional direct and
indirect voting interests, if any, held by foreign parents in this U.S. affiliate. Additional Part III pages may be downloaded from www.bea.gov/fdi.
If more than one Part III is filed, do not duplicate positions in, or transactions with, the U.S. affiliate.
Section A – IDENTIFICATION OF FOREIGN PARENT AND ULTIMATE BENEFICIAL OWNER (UBO)
1
218 Number of Parts III filed by the U.S. affiliate – If there is only one, enter “1.” .............................................
BEA USE ONLY
Control number
−
3010
219 Enter name of foreign parent being reported in this Part III. If the foreign parent is an individual enter “individual.”
0
3011
220 For the foreign parent named in item 219 , this Part III is being used to report – Mark (X) one. A direct foreign parent ownership interest in the
U.S. affiliate should match the percentage reported on page 4. An indirect foreign parent ownership interest in the U.S. affiliate must be calculated
based on the percentages reported on page 5.
3012
3013
1
A direct ownership interest in the U.S. affiliate. See example 1 on page 21 for an illustration of a direct ownership interest.
1
An indirect ownership interest in the U.S. affiliate. See example 2 on page 21 for an illustration of an indirect ownership interest, and
diagram on page 33 for an illustration of how to calculate percentage of indirect foreign parent ownership.
Close FY 2017 Close FY 2016
221 If item 220 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
14–17 on page 39. If the U.S. affiliate is a partnership or Limited
— — — . — % — — — . — % Liability Company also see instructions 8.b. and 8.c. on page
1
2
38.
1
2
— — — .— %
— — —.—%
NOTE – Ownership percentages reported in item 221 must
match those reported in item 14 for the foreign parent listed in
item 219 .
222 Country in which foreign parent named in item 219 –
a. is incorporated or organized, if a
business enterprise, or is a resident,
if an individual. See instruction V.G.
on page 42.................................................
b. is located, if a business enterprise
and the country is different from that
in item 222a...............................................
BEA USE ONLY
1
--Select Country--
1
--Select Country-3017
223 Enter the industry code of the foreign parent named in item 219 , from the list of codes on page 21 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 9/2017)
3016
Page 20
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, 2017.
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
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)
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 9/2017)
10 to 100 percent
Page 21
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.P. on page 36 for the complete definition of UBO.
NOTE: See the diagrams at the bottom of this page for examples of the UBO.
224 Is the foreign parent named in item 219 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 227
2
No – (examples 2A and 2B below) – Continue with item 225
225 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 35 for the definition of associated group. Identifying the UBO as “bearer shares” is not an acceptable response.
3021
0
226 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 42.
BEA USE ONLY
3022 1
--Select Country- 227 Enter the industry code of the UBO from the list of codes on page 21. 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" for UBO.
--Select Industry--
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 9/2017)
>50 Percent
U.S. company C
(UBO)
Page 22
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 36.
228 Copy your answer from item 220 to the appropriate box below and follow the applicable instructions.
a.
A direct interest – Continue with item 229 . Do not duplicate data reported on other Parts III.
b.
An indirect interest – Skip to item 230 . Do not duplicate data reported on other Parts III.
INSTRUCTIONS FOR SECTION B
Item 229e – 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 235 .
Exclude stock and liquidating dividends. Report liquidating dividends in item 241 .
Item 229f – Report gross amounts of earnings distributed by unincorporated U.S. affiliates, whether out of current or past earnings.
FY 2017
Section B – FOREIGN PARENT’S DIRECT EQUITY SHARE IN THE U.S. AFFILIATE, AS CONSOLIDATED
$ Bil.
229 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 49 .................................................................................................................. 3085
000
1
000
b. Certain gains (losses) included in net income in item 229a ? Enter the foreign parent’s share of item 42 ................. 3086
1
c. U.S. Federal, state, and local income taxes on certain gains (losses) reported in 229b ?
Enter the portion of item 46 that is the income tax effect on the amount reported in item 229b ................................ 3087
000
1
d. Certain gains (losses) not included in net income in item 229a but taken to other comprehensive income?
Enter the foreign parent’s share of the CHANGE in item 77b of the balance sheet..................................................... 3088
000
1
000
e. Dividends on common and preferred stock (gross of U.S. withholding taxes) excluding stock dividends?.................... 3074
1
f. Earnings distributed by unincorporated U.S. affiliates?.................................................................................................. 3075
000
1
g. U.S. tax withheld on dividends (item 229e ) or on distributed earnings of unincorporated U.S. affiliate
(item 229f )?.................................................................................................................................................................. 3076
000
Section C – REVERSE OWNERSHIP
CLOSE FY 2017
230 Did the U.S. affiliate have a voting and/or equity interest in the foreign parent?
A U.S. affiliate has reverse ownership in its foreign parent if it has a voting 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 in the foreign parent by the U.S.
affiliate at the end of FY 2017.......................................................................
Voting
Interest
(1)
Equity
Interest
(2)
Percent
Percent
1
3093
2
___ ___ ___ . ___%
Value of
equity owned
(3)
$ Bil.
3
No – Continue with item 231
1
3077
FORM BE-12A (REV 9/2017)
Page 23
Thous.
Dols.
000
___ ___ ___ . ___%
BEA USE ONLY
Mil.
Part III – Investment and Transactions Between U.S. Affiliate and Affiliated Foreign Group – Continued
Section D – PAYABLE AND RECEIVABLE BALANCES, AND INTEREST, BETWEEN AFFILIATED FOREIGN GROUP AND
U.S. AFFILIATE, AS CONSOLIDATED
Questions 231 through 234 are intended to assist banks and other types of finance companies in determining how to complete the rest of Part III .
U.S. affiliates that also file Treasury International Capital (TIC) B Forms may not be required to complete 235 through 238 .
231 Is the foreign parent listed in 219 a depository or non-depository bank (ISI codes 5221 or 5229), a securities broker or dealer
(ISI codes 5231) or in the finance industry (ISI codes 5223, 5224, 5238, 5252)?
3052
1
Yes
2
No – SKIP to 235 .
232 Is the U.S. affiliate a “bank” (ISI codes 5221 or 5229) or primarily acting as a securities broker or dealer (ISI codes 5231)?
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
Yes
2
No – SKIP to 234 .
233 Do any of the U.S. business enterprises consolidated in this report have insurance (ISI codes 5242, 5243, or 5249), real estate
(ISI code 5310), or leasing activities (ISI codes 5321, 5329, or 5331)?
3054 1
2
Yes – Complete 235 thru 238 but ONLY report balances and interest between this U.S. affiliate and the affiliated
foreign group that relate to insurance, real estate, and leasing activities.
No – SKIP to 239 .
234 Do any of the U.S. business enterprises consolidated in this report have depository or non-depository banking activities
(ISI codes 5221 or 5229) or securities broker or dealer activities (ISI codes 5231)?
3055
1
Yes – Complete 235 thru 238 but ONLY report balances and interest between this U.S. affliliate and the
affiliated foreign group NOT related to depository or non-depository banking activities or securities broker
or dealer activities.
2
No – Continue to 235 .
Finance Industry Classifications
5221 Depository credit intermediation (Banking)
5223 Activities related to credit intermediation
5224 Non-depository credit intermediation, except branches and agencies
5229 Non-depository branches and agencies
5231 Securities and commodity contracts intermediation and brokerage
5238 Other financial investment activities and exchanges
5252 Funds, trusts, and other finance vehicles
Insurance Industry Classifications
5242 Agencies, brokerages, and other insurance related activities
5243 Insurance carriers, except direct life insurance carriers
5249 Direct life insurance carriers
Real Estate and Rental and Leasing Industry Classifications
5310 Real estate
5321 Automotive equipment rental and leasing
5329 Other rental and leasing activities
5331 Lessors of nonfinancial intangible assets, except copyrighted works
FORM BE-12A (REV 9/2017)
Page 24
Part III – Investment and Transactions Between U.S. Affiliate and Affiliated Foreign Group – Continued
Report all current and long-term intercompany accounts and interest between the U.S. affiliate and the affiliated foreign group.
• 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.
Affiliated foreign group
FAFP
• Leases – If leases between the U.S. affiliate and the affiliated foreign group are capitalized, then the
outstanding capitalized value should be reported as an intercompany balance. Lease payments should
be disaggregated into the amounts that are (i) a reduction in an intercompany balance, and (ii) interest.
>50%
>50%
Foreign Parent
FAFP
>50%
• Insurance Technical Reserves – INCLUDE these provisions (prepaid premiums, claims payable, etc.)
when with related parties.
FAFP
• DO NOT net payables and receivables.
Foreign
United States
This U.S. affiliate
• DO NOT net interest expense against interest income.
see page 13 for diagram description
• Interest expense and interest income should be reported on the accrual basis.
Please see the diagram above and on page 13 to identify the Foreign Parent and the Foreign Affiliates of the Foreign Parent (FAFP). Report payable
and receivable balances as well as the annual interest expense and interest income, separately for each. Note: Country detail will be required for
FAFP transactions in 237 and 238 .
235 What were the total short- and long-term payable balances owed by the U.S. affiliate to the affiliated foreign group, and the related
interest expense?
TOTAL short- and long-term payables
Payable/expensed to:
Close FY 2017
$ Bil.
Mil.
Thou.
Interest expense
Close FY 2016
Dols.
$ Bil.
Mil.
Thou.
FY 2017
Dols.
2
1
0
C. TOTAL for affiliated foreign group.......................... 3059
000
000
2
1
Dols.
3
000
B. Foreign affiliates of the foreign parent (FAFP)....... 3072
Thou.
000
2
1
Mil.
3
000
A. Foreign parent........................................................ 3056
$ Bil.
000
3
0
000
0
000
000
236 What were the total short- and long-term receivable balances owed to the U.S. affiliate by the affiliated foreign group, and the related
interest income?
TOTAL short- and long-term receivables
Receivable/income from:
Close FY 2017
$ Bil.
Mil.
Thou.
Dols.
$ Bil.
Mil.
Thou.
FY 2017
Dols.
2
1
0
000
000
3
0
000
0
000
BEA USE ONLY
FORM BE-12A (REV 9/2017)
Page 25
Dols.
000
2
1
Thou.
3
000
B. Foreign affiliates of the foreign parent (FAFP)....... 3094
Mil.
000
2
1
$ Bil.
3
000
A. Foreign parent........................................................ 3057
C. TOTAL for affiliated foreign group.......................... 3081
Interest income
Close FY 2016
3064
1
2
3084
1
2
000
Part III – Investment and Transactions Between U.S. Affiliate and Affiliated Foreign Group – Continued
U.S. AFFILIATES' PAYABLES AND INTEREST EXPENSE TO FAFPs
Short- and long-term payables
237 How are the amounts reported in
235 B allocated by country?
A. Australia
B. Brazil
Close FY 2017
$ Bil.
1
1
2
E. France
G. Japan
1
H. Mexico
1
I. Netherlands
1
J. Singapore
2
M.
N.
O.
P.
Q.
R.
S.
T.
U.
V.
W.
X.
Y.
--Select Country---Select Country---Select Country---Select Country---Select Country---Select Country--
--Select Country---Select Country---Select Country---Select Country--
--Select Country---Select Country---Select Country--
Z. Unallocated*
000
2
2
1
2
1
2
1
2
1
2
1
2
1
2
1
2
1
2
1
2
1
2
1
2
1
2
1
2
000
000
000
4
000
3
000
000
4
000
3
000
000
4
000
3
000
000
4
000
3
000
*Unallocated – Combine values for countries which individually amount to less than $500 thousand.
Page 26
000
4
000
000
Notes
000
4
3
709
000
4
000
000
4125
000
4
3
4124
000
4
000
000
4123
000
4
3
4122
000
000
000
4121
000
4
3
4120
000
4
3
4119
000
000
000
000
4
3
000
000
4
000
000
4118
4
4
3
4117
000
4
000
Continue listing onto as many copied pages as needed.
FORM BE-12A (REV 9/2017)
000
3
4116
000
000
000
4115
4148
000
3
4114
000
000
000
000
4
3
4113
000
000
000
000
1
000
4
3
327
4112
3
Dols.
4
3
325
4111
1
L. United Kingdom
Other countries - Specify
000
625
4110
1
K. Switzerland
000
2
Thou.
4
000
3
Mil.
000
4
000
000
319
4109
000
3
2
4
000
000
2
4
4
3
213
4108
000
$ Bil.
000
000
614
4107
000
3
2
1
Dols.
000
3
000
2
308
4106
3
Thou.
3
307
4105
1
F. Germany
000
2
1
Mil.
3
000
2
650
4104
$ Bil.
FY 2017
3
100
4103
Dols.
000
202
4102
Close FY 2016
000
2
1
D. China
Thou.
601
4101
1
C. Canada
Mil.
2
Interest expense
000
4
000
000
Part III – Investment and Transactions Between U.S. Affiliate and Affiliated Foreign Group – Continued
U.S. AFFILIATES' PAYABLES AND INTEREST EXPENSE TO FAFPs
Short- and long-term payables
237 How are the amounts reported in
235 B allocated by country?
--Select Country---Select Country---Select Country---Select Country---Select Country---Select Country---Select Country---Select Country--
--Select Country---Select Country---Select Country--
--Select Country---Select Country---Select Country---Select Country--
--Select Country---Select Country---Select Country---Select Country---Select Country---Select Country---Select Country--
FORM BE-12A (REV 9/2017)
Close FY 2017
$ Bil.
1
2
1
2
1
2
1
2
1
2
1
2
1
2
1
2
1
2
1
2
1
2
1
2
1
2
1
2
1
2
1
2
1
2
1
2
1
2
1
2
1
2
1
2
4126
4127
Thou.
Close FY 2016
Dols.
000
000
$ Bil.
3
3
4129
000
4134
4135
000
3
000
4
000
000
000
4
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
4
000
3
000
4
000
3
000
000
4
4
3
000
4146
000
000
000
4145
000
3
000
4144
000
000
000
4143
000
4
3
000
4142
000
000
000
000
4141
000
4
3
000
4140
Dols.
4
3
000
4139
Thou.
4
000
3
Mil.
000
4
000
000
4138
4
000
000
4137
000
3
000
4
4
3
000
4136
000
$ Bil.
000
000
4133
000
3
000
4132
Dols.
3
000
4131
Thou.
000
3
000
4130
Mil.
FY 2017
3
000
4128
4147
Mil.
Interest expense
000
4
000
000
Part III – Investment and Transactions Between U.S. Affiliate and Affiliated Foreign Group – Continued
U.S. AFFILIATES' RECEIVABLES AND INTEREST INCOME TO FAFPs
Short- and long-term receivables
238 How are the amounts reported in
236 B allocated by country?
A. Australia
B. Brazil
Close FY 2017
$ Bil.
1
1
2
E. France
G. Japan
1
H. Mexico
1
I. Netherlands
1
J. Singapore
2
M.
N.
O.
P.
Q.
R.
S.
T.
U.
V.
W.
X.
Y.
--Select Country--
--Select Country---Select Country--
--Select Country---Select Country---Select Country---Select Country--
--Select Country---Select Country--
--Select Country---Select Country--
--Select Country---Select Country--
Z. Unallocated*
000
2
2
1
2
1
2
1
2
1
2
1
2
1
2
1
2
1
2
1
2
1
2
1
2
1
2
1
2
000
000
000
4
000
3
000
000
4
000
3
000
000
4
000
3
000
000
4
000
3
000
*Unallocated – Combine values for countries which individually amount to less than $500 thousand.
Page 27
000
4
000
000
Notes
000
4
3
709
000
4
000
000
4174
000
4
3
4173
000
4
000
000
4172
000
4
3
4171
000
000
000
4170
000
4
3
4169
000
4
3
4168
000
000
000
000
4
3
000
000
4
000
000
4167
4
4
3
4166
000
4
000
Continue listing onto as many copied pages as needed.
FORM BE-12A (REV 9/2017)
000
3
4165
000
000
000
4164
4198
000
3
4163
000
000
000
000
4
3
4162
000
000
000
000
1
000
4
3
327
4161
3
Dols.
4
3
325
4160
1
L. United Kingdom
Other countries - Specify
000
625
4159
1
K. Switzerland
000
2
Thou.
4
000
3
Mil.
000
4
000
000
319
4158
000
3
2
4
000
000
2
4
4
3
213
4157
000
$ Bil.
000
000
614
4156
000
3
2
1
Dols.
000
3
000
2
308
4155
3
Thou.
3
307
4154
1
F. Germany
000
2
1
Mil.
3
000
2
650
4153
$ Bil.
FY 2017
3
100
4152
Dols.
000
202
4151
Close FY 2016
000
2
1
D. China
Thou.
601
4150
1
C. Canada
Mil.
2
Interest income
000
4
000
000
Part III – Investment and Transactions Between U.S. Affiliate and Affiliated Foreign Group – Continued
U.S. AFFILIATES' RECEIVABLES AND INTEREST INCOME TO FAFPs
Short- and long-term receivables
238 How are the amounts reported in
236 B allocated by country?
--Select Country---Select Country---Select Country---Select Country--
--Select Country---Select Country---Select Country--
--Select Country---Select Country---Select Country--
--Select Country---Select Country---Select Country--
--Select Country---Select Country---Select Country--
--Select Country---Select Country---Select Country--
--Select Country---Select Country--
--Select Country---Select Country--
FORM BE-12A (REV 9/2017)
Close FY 2017
$ Bil.
1
2
1
2
1
2
1
2
1
2
1
2
1
2
1
2
1
2
1
2
1
2
1
2
1
2
1
2
1
2
1
2
1
2
1
2
1
2
1
2
1
2
1
2
1
2
4175
4176
Thou.
Close FY 2016
Dols.
000
000
$ Bil.
3
3
4178
000
4183
4184
000
3
4
000
000
4
000
4
000
4
000
4
000
4
000
3
000
4
000
3
000
4
000
3
000
4
000
3
000
4
000
3
000
4
000
3
000
4
000
3
000
4
000
3
000
000
4
000
000
4196
000
3
000
4195
000
000
000
4194
000
3
000
4193
000
000
000
4192
000
4
3
000
4191
000
000
000
000
4190
000
4
3
000
4189
Dols.
4
3
000
4188
Thou.
4
000
3
Mil.
000
4
000
000
4187
4
000
000
4186
000
3
000
4
4
3
000
4185
000
$ Bil.
000
000
4182
000
3
000
4181
Dols.
3
000
4180
Thou.
000
3
000
4179
Mil.
FY 2017
3
000
4177
4197
Mil.
Interest income
000
4
000
000
Part III – Investment and Transactions Between U.S. Affiliate and Affiliated Foreign Group – Continued
Section E – CHANGE IN THE FOREIGN PARENT’S SHARE OF THE U.S. AFFILIATE’S CAPITAL ACCOUNT (IF INCORPORATED)
OR EQUITY (IF UNINCORPORATED)
239 During the year indicated in item 6, was there a change in the foreign parent’s share of the U.S. affiliate’s capital account
(if incorporated) or equity (if unincorporated)?
3097 1
1
1
Yes
2
No – DO NOT complete items 240 through 243 . You are done with this Part III.
Report in 240 or 241 the transaction value (i.e., market value) of consideration given or received.
Unincorporated U.S. affiliates must report the foreign parent’s share of any increase (decrease) in the U.S. affiliate’s equity (or home office
account), arising from its transactions with the foreign parent, excluding amounts reported in Part III , Section B and Section D.
Include in 240 and 241 changes caused by:
•
Treasury stock transactions with the foreign parent and liquidating dividends;
•
Capitalization of intercompany debt (report the amount of debt converted to equity as the transaction value of the equity increase in
240C ), and adjust the debt balance as appropriate in 235A ;
•
Purchase or sale of capital stock by the foreign parent from or to the U.S. affiliate;
•
Change in capital of the U.S. affiliate owned by the foreign parent that did not result from a change of stock issued.
Exclude from 240 and 241 changes caused by:
•
Carrying net income (loss) to the equity account (i.e., retained earnings);
•
Dividends/earnings distributed and stock dividends. Report in 229E or 229F ;
•
Balance sheet translation adjustments;
•
The effect of treasury stock transactions with persons other than the foreign parent;
•
Reorganizations in capital structure that do not affect total equity;
•
Investments that are written off.
240 What is the increase in the foreign parent’s equity interest in the U.S. affiliate due to:
$ Bil.
A. Establishment of the U.S. affiliate or acquisition (partial or total) of an equity
interest in this U.S. affiliate by the foreign parent from other foreign persons?...............................................
B. Acquisition (partial or total) of an equity interest in this U.S. affiliate by the foreign
parent from other U.S. persons?.....................................................................................................................
C. Capital contributions and other transactions by the foreign parent to the U.S.
affiliate?...........................................................................................................................................................
Mil.
Thou.
Dols.
1
000
3068
1
000
3067
1
000
3095
241 What is the decrease in the foreign parent’s equity interest in the U.S. affiliate due to:
1
A. Liquidation or sale (partial or total) of an equity interest in this U.S. affiliate by the
foreign parent to other foreign persons?.........................................................................................................
3070
B. Sale (partial or total) of an equity interest in this U.S. affiliate by the foreign parent
to other U.S. persons?.....................................................................................................................................
3069
000
1
000
1
C. Return of capital and other transactions from the U.S. affiliate to the foreign parent?.......................................
242 What is the total change in the foreign parent’s equity interest in the U.S. affiliate
from the prior year? Sum of ( 240A + 240B + 240C ) minus ( 241A + 241B + 241C )......................................
243 For items 240 and 241 , what are the amounts (e.g., goodwill) by
which the transaction value:
1
Mil.
Thou.
For liquidation or sale 241
Dols.
1
A. Exceeds the value carried on the books of the U.S. affiliate?.............................3090
FORM BE-12A (REV 9/2017)
Page 28
$ Bil.
Mil.
Thou.
Dols.
2
000
1
B. Is less than the value carried on the books of the U.S. affiliate?.............................3091
000
3071
For acquisition 240
$ Bil.
000
3096
000
2
000
000
OMB No. 0608-0042: Approval Expires 1 2/31/2020
FORM BE-12A (REV 9/2017)
BE-12 Supplement A (2017)
FORM
(REV. 9/2017)
U.S. DEPARTMENT OF COMMERCE
BUREAU OF ECONOMIC ANALYSIS
LIST OF ALL U.S. BUSINESS ENTERPRISES FULLY CONSOLIDATED INTO THE REPORTING U.S. AFFILIATE
NOTE – If you fled a Supplement A or a computer pr intout of Supplement A with your 2016 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 affliate that consolidates fnancial and oper ating 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 10 on page 4. 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 10 on page 4)
1
5116
Page 29
5120
5121
5122
5123
5124
5125
5126
5127
5128
5129
5130
5131
5132
5133
(2)
2
3
–
4
5
2
3
–
4
5
2
3
–
4
5
2
3
–
4
5
2
3
–
4
5
2
3
–
4
5
2
3
–
4
5
2
3
–
4
5
2
3
–
4
5
2
3
–
4
5
2
3
–
4
5
2
3
–
4
5
2
3
–
4
5
2
3
–
4
5
2
3
–
4
5
2
3
–
4
5
2
3
–
4
5
2
3
–
4
5
2
3
–
4
5
1
2
3
–
4
5
1
2
3
4
5
1
2
3
4
5
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
--Select Reason---Select Reason--
--Select Reason--
--Select Reason---Select Reason--
--Select Reason---Select Reason--
--Select Reason---Select Reason--
--Select Reason--
--Select Reason---Select Reason---Select Reason--
--Select Reason--
--Select Reason---Select Reason---Select Reason---Select Reason--
--Select Reason---Select Reason--
–
If you need to file more lines, use the separate
Excel Supplement file provided on the website.
–
BEA USE
ONLY
(4)
(3)
5
1
5119
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
5117
5118
Name of U.S. business enterprise which holds
the direct ownership interest in the U.S. affliate
listed in column 1
–
1
–
1
5115
5110
3
5112
5114
Primary Employer Identifcation Number as
shown in item 3 on page 2.
2
5111
5113
Name of U.S. affliate as sho wn on page 1
Employer Identifcation Number
used to fle income and
payroll taxes
(1)
Page number
BEA USE ONLY
. %
. %
. %
. %
. %
. %
. %
. %
. %
. %
. %
. %
. %
. %
. %
. %
. %
. %
. %
. %
. %
. %
. %
6
6
6
6
6
6
6
6
6
6
6
6
6
6
6
6
6
6
6
6
OMB No. 0608-0042: Approval Expires 1 2/31/2020
BE-12 Supplement A (2017) – LIST OF ALL U.S. BUSINESS ENTERPRISES FULLY CONSOLIDATED INTO THE REPORTING U.S. AFFILIATE – Continued
Name of each U.S. business enterprise
consolidated (as represented in item 10
on page 4)
Employer Identification
Number used to file income
and payroll taxes
(1)
(2)
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
1
2
3
1
2
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
5134
5135
5136
5137
5138
5139
5140
5141
5142
5143
5144
5145
5146
5150
5152
5153
5154
5155
5156
5157
5158
5159
FORM BE-12A (REV 11/2017)
–
–
–
–
–
–
–
–
–
–
–
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
–
5149
5151
–
Name of U.S. business enterprise which holds
the direct ownership interest in the U.S. business
enterprise listed in column 1
If you need to file more lines, use the
separate Excel Supplement
file provided on the website.
3
4
5
5147
5148
–
Page number
–
–
–
–
–
–
–
–
–
–
–
–
Page 30
4
5
4
5
4
5
4
5
4
5
4
5
4
5
4
5
4
5
4
5
4
5
4
5
.
%
.
%
.
%
.
%
.
%
.
%
.
%
.
%
.
%
.
%
.
%
.
%
.
%
.
%
.
%
.
%
.
%
.
%
.
%
.
%
.
%
.
%
.
%
.
%
.
%
.
%
BEA Use
Box (6)
OMB No. 0608-0042: Approval Expires 1 2/31/2020
BE-12 Supplement B (2017)
U.S. DEPARTMENT OF COMMERCE
FORM
(REV. 9/2017)
BUREAU OF ECONOMIC ANALYSIS
LIST OF ALL U.S. AFFILIATES IN WHICH THE REPORTING AFFILIATE (AS CONSOLIDATED) HAS A DIRECT
OWNERSHIP INTEREST BUT WHICH ARE NOT FULLY CONSOLIDATED
BEA USE ONLY
Page number
Name of U.S. affliate as sho wn on page 1
NOTE – If you fled a Supplement B or a computer pr intout of Supplement B with your 2016 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 affliate which fles a BE-12 and has a direct o wnership interest in a U.S. affliate(s) which is (are)
not fully consolidated. The number of U.S. affliates listed belo w must agree with item 11 on page 4. Continue listing onto as many additional
copied pages as necessary.
If the affiliate has
changed since the last
BEAplease
USEselect
ONLY
report,
the reason. If it is new,
please select "New".
Name of each U.S. affliate in which a direct
interest is held but that is not listed in
Supplement A
Address
Provide number, street, city, state,
and ZIP Code
Employer Identifcation Number
used to fle 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.
(1)
(2)
(3)
(4)
1
2
3
5
1
2
3
5
--Select Reason--
6
7
.
–
6211
BEA USE
ONLY
%
6
7
--Select Reason--
.
–
6212
1
2
3
5
2
3
5
%
6
7
--Select Reason--
.
–
6213
1
%
6
7
--Select Reason--
.
–
6214
1
2
3
5
2
3
5
%
6
7
--Select Reason--
.
–
6215
1
--Select Reason-1
2
3
5
7
.
–
6216
%
6
%
6
7
--Select Reason--
.
–
6217
1
2
3
5
2
3
5
%
6
7
--Select Reason--
.
–
6218
1
%
6
7
--Select Reason--
.
–
6219
1
2
3
5
2
3
5
%
6
7
--Select Reason--
.
–
6220
1
--Select Reason-–
6221
FORM BE-12A (REV 9/2017)
Page 31
%
6
7
.
%
Summary of Industry Classifications – For a full explanation of each code see www.bea.gov/naics2017
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 Electric power generation,
transmission, and distribution
2212 Natural gas distribution
2213 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
Bakery products 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
Steel products from purchased steel
Alumina and aluminum production
and processing
Nonferrous metal (except aluminum)
production and processing
Foundries
Forging and stamping
Cutlery and hand tools
Architectural and structural metals
Boilers, tanks, and shipping containers
Hardware
Spring and wire products
Machine shop products, 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 9/2017)
3334 Ventilation, heating, air-conditioning,
and commercial refrigeration equipment
3335 Metalworking machinery
3336 Engines, turbines, and power
transmission equipment
3339 Other general purpose machinery
3341 Computer and peripheral equipment
3342 Communications equipment
3343 Audio and video equipment
3344 Semiconductors and other
electronic components
3345 Navigational, measuring, electromedical,
and control instruments
3346 Manufacturing and reproducing
magnetic and optical media
3351 Electric lighting equipment
3352 Household appliances
3353 Electrical equipment
3359 Other electrical equipment and components
3361 Motor vehicles
3362 Motor vehicle bodies and trailers
3363 Motor vehicle parts
3364 Aerospace products and parts
3365 Railroad rolling stock
3366 Ship and boat building
3369 Other transportation equipment
3370 Furniture and related products
3391 Medical equipment and supplies
3399 Other miscellaneous manufacturing
Wholesale Trade, Durable Goods
4231 Motor vehicle and motor vehicle
parts and supplies
4232 Furniture and home furnishing
4233 Lumber and other construction materials
4234 Professional and commercial
equipment and supplies
4235 Metal and mineral (except petroleum)
4236 Household appliances, and electrical and
electronic goods
4237 Hardware, and plumbing and heating
equipment and supplies
4238 Machinery, equipment, and supplies
4239 Miscellaneous durable goods
Wholesale Trade, Nondurable 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 Newspaper, periodical, book, and
directory publishers
5112 Software publishers
5121 Motion picture and video industries
5122 Sound recording industries
Page 32
5151
5152
5173
5174
5179
5182
5191
Radio and television broadcasting
Cable and other subscription programming
Wired and wireless telecommunications carriers
Satellite telecommunications
Other telecommunications
Data processing, hosting, and related services
Other information services
Finance and Insurance
5221 Depository credit intermediation (Banking)
5223 Activities related to credit intermediation
5224 Non-depository credit intermediation, except
branches and agencies
5229 Non-depository branches and agencies
5231 Securities and commodity contracts
intermediation and brokerage
5238 Other financial investment activities and
exchanges
5242 Agencies, brokerages, and other insurance
related activities
5243 Insurance carriers, except direct life insurance carriers
5249 Direct life insurance carriers
5252 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 Legal services
5412 Accounting, tax preparation, bookkeeping,
and payroll services
5413 Architectural, engineering, and related services
5414 Specialized design services
5415 Computer systems design and related services
5416 Management, scientific, and technical
consulting services
5417 Scientific research and development services
5418 Advertising, public relations, and related services
5419 Other professional, scientific, and
technical services
Management of Companies and Enterprises
5512 Holding companies, except bank holding
companies
5513 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 Performing arts, spectator sports,
and related industries
7121 Museums, historical sites, and similar
institutions
7130 Amusement, gambling, and recreation
industries
Accommodation and Food Services
7210 Accommodation
7220 Food services and drinking places
Other Services
8110 Repair and maintenance
8120 Personal and laundry services
8130 Religious, grantmaking, civic, professional,
and similar organizations
Public Administration
9200 Public administration
2017 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 16.
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 requirement of the BE-12 survey
whether or not contacted by BEA. Also, persons contacted by BEA, either
by being sent a report form or by other written inquiry, concerning being
subject to reporting 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, 2018.
Penalties – Whoever fails to report shall be subject to a civil penalty
of not less than $4,527, and not more than $45,268, 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.
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. Per the Cybersecurity Enhancement Act of
2015, your data are protected from cybersecurity risks through security
monitoring of the BEA information systems.
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.
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 2017. Certain private funds may be
exempt from filing; see item (f) of the BE-12 Claim for Not Filing for
more information.
FORM BE-12A (REV 11/2017)
↓ 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 7.5 to 678 hours per response, with an average
of 99 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, 4600 Silver Hill Road, Washington, DC 20233; and to the
Office of Management and Budget, Paperwork Reduction Project 06080042, Washington, DC 20503.
Foreign person A
Agencies and representative offices – U.S. representative
offices, agents, and employees of a foreign person or entity that meet
the criteria outlined below are not considered to be U.S. affiliates, and
therefore, should not be reported on Forms BE-12A, BE-12B, or BE-12C.
However, a foreign person’s or entity’s disbursements to maintain U.S.
sales and representative offices must be reported on Form BE-125,
Quarterly Survey of Transactions in Selected Services and Intellectual
Property with Foreign Persons. Copies of Form BE-125 are available on
the BEA Web site at: www.bea.gov/ssb
Page 33
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 2017?
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, 2018.
¨ No — File Form BE-12B by May 31, 2018.
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 2017 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
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 2017?
1. Which form to file – Review the questions below and the flow chart
on this page to determine if your U.S. business enterprise is required to
file the BE-12 survey. Blank forms can be found at: www.bea.gov/fdi
a. Were at least 10 percent of the voting rights in your business
enterprise directly or indirectly owned by a foreign person or entity
at the end of your fiscal year that ended in calendar year 2017?
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 37)?
¨ Yes — Continue with question b.
¨ No — File Form BE-12 Claim for Not Filing by May 31, 2018.
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 2017?
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 36.)
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, 2018. Notify 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, 2018.
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 2017? (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, 2018.
Page 34
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 2017?
FORM BE-12A (REV 11/2017)
No
File Form
BE-12B
Yes
No
File Form
BE-12A
File Form
BE-12B
NOTE: Certain private funds may be exempt from filing.
See www.bea.gov/surveys/privatefunds for more information.
I. REPORTING REQUIREMENTS – Continued
Example B
2. Who must file Form BE-12A – 2017 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, 2018, 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 2017, 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 41.
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
U.S.
Miami
branch
Los Angeles
branch
2. A business enterprise and one or more of its officers or directors.
3. Members of a syndicate or joint venture.
4. A corporation and its domestic subsidiaries.
E. Foreign person means any person resident outside the United
States or subject to the jurisdiction of a country other than the United
States.
F. Direct investment means the ownership or control, directly
or indirectly, by one person of 10 percent or more of the voting
securities of an incorporated business enterprise or an equivalent
interest in an unincorporated business enterprise.
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 10 on page 4.
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 2017.
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 2017, 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 10 on page 4.
G. Foreign direct investment in the United States means the
ownership or control, directly or indirectly, by one foreign person of
10 percent or more of the voting securities of an incorporated U.S.
business enterprise or an equivalent interest in an unincorporated
U.S. business enterprise, including a branch.
H. Business enterprise means any organization, association, branch,
or venture which exists for profit making purposes or to otherwise
secure economic advantage, and any ownership of any real estate.
I. Branch means the operations or activities conducted by a person
in a different location in its own name rather than through an
incorporated entity.
J. Affiliate means a business enterprise located in one country which
is directly or indirectly owned or controlled by a person of another
country to the extent of 10 percent or more of its voting securities for
an incorporated business enterprise or an equivalent interest for an
unincorporated business enterprise, including a branch.
FORM BE-12A (REV 11/2017)
Page 35
II. DEFINITIONS – Continued
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.
K. U.S. affiliate means an affiliate located in the United States in
which a foreign person has a direct investment.
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.
C. Estimates – If actual figures are not available, provide estimates
and label them as such. When items cannot be fully subdivided as
required, provide totals and an estimated breakdown of the totals.
Certain sections of the Form BE-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:
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.
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 26 thru 35 – Number of employees in each industry of sales;
• Section C, Items 51 thru 58 – 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;
• Items 108 thru 159 – U.S. trade in goods by U.S. affiliate on a
shipped basis, and
N. U.S. corporation means a business enterprise incorporated in the
United States.
• Items 161 thru 217 – Data disaggregated by state.
O. Intermediary means any agent, nominee, manager, custodian,
trust, or any person acting in a similar capacity.
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.
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.
D. Specify – When “specify” is stated for certain items, provide the
type and, if applicable, 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.
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.
IV. INSTRUCTIONS FOR SPECIFIC
SECTIONS OF THE REPORT FORM
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.
NOTE: Instructions in section IV are cross referenced by number to the
items located on pages 2 to 16.
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.
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.
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 35 and V.C. on page 41 for details.
S. Private fund refers to the same class of financial entities defined
by the Securities and Exchange Commission as private funds on
form PF: "any issuer that would be an investment company as
defined in section 3 of the Investment Company Act of 1940 but for
section 3(c)(1) or 3(c)(7) of ...[that] Act."
Do not prepare your BE-12 report using the proportionate
consolidation method. Except as noted in IV.b. and c. on page 37,
consolidate all majority-owned U.S. business enterprises into your
BE-12 report.
III. GENERAL INSTRUCTIONS
A. Changes in the reporting entity – DO NOT restate close fiscal
year 2016 balances for changes in the consolidated reporting entity
that occurred during fiscal year 2017. The close fiscal year 2016
balances should represent the reporting entity as it existed at the
close of fiscal year 2016.
FORM BE-12A (REV 11/2017)
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.
Page 36
IV. INSTRUCTIONS FOR SPECIFIC SECTIONS
OF THE REPORT FORM – Continued
Special circumstances:
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, and each U.S. affiliate not consolidated must file its own
Form BE-12.
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 2017.
b. Change in fiscal year
(1) New fiscal year ends in calendar year 2017 – A U.S.
affiliate that changed the ending date of its financial reporting
year should file a 2017 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.
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.
Example 1: U.S. affiliate A had a June 30, 2016 fiscal year
end date but changed its 2017 fiscal year end date to March 31.
Affiliate A should file a 2017 BE-12 report covering the 12 month
period from April 1, 2016 to March 31, 2017.
The ending balance sheet amounts reported in column 1 of items
65 through 79 must be the correct balances as of March 31,
2017. The beginning balance sheet amounts reported in column
2 must be the unrestated ending balances as of June 30, 2016.
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 81. To reconcile the beginning
and ending net property, plant and equipment balances, affiliate A
must include an adjusting entry in item 88.
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.
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 2017 – If a
change in fiscal year results in a U.S. affiliate not having a fiscal
year that ended in calendar year 2017, the affiliate should file a
2017 BE-12 report that covers 12 months. The following example
illustrates the reporting requirements.
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 8.b. on page 38 for additional information about
partnerships.
Example 2: U.S. affiliate B had a December 31, 2016 fiscal
year end date but changed its next fiscal year end date to March
31. Instead of having a short fiscal year ending in 2017, affiliate
B decides to have a 15 month fiscal year running from January
1, 2017 to March 31, 2018. Affiliate B should file a 2017 BE-12
report covering a 12 month period ending in calendar year 2017,
such as the period from April 1, 2016 to March 31, 2017.
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 65 through 79 must be the correct balances
as of March 31, 2017. The beginning balance sheet amounts
reported in column 2 must be the unrestated ending balances
as of December 31, 2016. 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 81.
To reconcile the beginning and ending net property, plant and
equipment balances, affiliate B must include an adjusting entry
in item 88.
Foreign person A
Foreign
U.S.
100%
U.S. affiliate X
30%
60%
For 2018, 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, 2017 to March 31, 2018.
U.S. affiliate Y
U.S. affiliate Y should not be fully consolidated into U.S. affiliate X
because of the 30 percent direct ownership by foreign person B.
7 Reporting for a U.S. business that became a U.S.
affiliate during fiscal year 2017 —
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.
6 Reporting period — The report covers the U.S. affiliate’s 2017
fiscal year. The affiliate’s 2017 fiscal year is defined as the affiliate’s
financial reporting year that had an ending date in calendar year 2017.
FORM BE-12A (REV 11/2017)
Page 37
a. A U.S. business enterprise that was newly established in fiscal
year 2017 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 2017. 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 2017 that
became a U.S. affiliate in fiscal year 2017 should file a report
covering a full 12 months of operations.
page 39. The determination of the percentage of voting
interest in a limited partnership is based on who controls
the partnership. The percentage of voting interest is not
based on the percentage of ownership in the partnership’s
equity. In most cases, the general partner is presumed
to control a limited partnership, and therefore, have a
100 percent voting interest in the limited partnership. If
there is more than one general partner, the partnership is
presumed to be controlled equally by each of the general
partners, unless a clause to the contrary is contained
in the partnership agreement. For example, if a limited
partnership has two general partners, and nothing to the
contrary is stated in the partnership agreement, then each
general partner is presumed to have a 50 percent voting
interest in the limited partnership.
IV. INSTRUCTIONS FOR SPECIFIC SECTIONS
OF THE REPORT FORM – Continued
8 Form of organization of U.S. affiliate – Reporting by
unincorporated U.S. affiliates
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
single BE-12 report. The only exceptions are for U.S. affiliates
that are real estate investments or banks. See Instruction I.2.B.
on page 35 and Instruction V.C. on page 41 for details on real
estate. See instruction I.2.C. on page 35 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 36, 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/ltdpartner12.
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 14-17 on page 39. 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 14–17 on page 39. 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 onethird 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.
11 U.S. affiliates NOT consolidated – Report investments in U.S.
business enterprises that are owned 20 percent or more and not fully
consolidated using 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.
(2) Limited partnerships
(a) Determination of voting interest – “Voting
interest” is defined in instructions 14-17 starting on
FORM BE-12A (REV 11/2017)
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.
List all U.S. affiliates in which this U.S. affiliate has a voting interest of
Page 38
IV. INSTRUCTIONS FOR SPECIFIC SECTIONS
OF THE REPORT FORM – Continued
(b) Goodwill impairment as defined by FASB ASC 350 (formerly
FAS 142).
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 39 column 2, items
40 and 50, and as sales of goods in item 51. Such expenses,
including the net book value of the real estate sold, should
be reported as costs of goods sold in item 45. Do not net the
expenses against the revenues.
at least 10 percent and that are not consolidated in this Form BE-12A
on the Supplement B.
14 – 17 — 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 8.b.(1) and 8.b.(2)
(a), on page 38 for information about determining the voting interest
for partnerships. See instruction 8.c. on page 38 for information about
determining the voting interest for Limited Liability Companies.
51 Sales of goods – Goods are outputs that are tangible. Report as
sales of goods:
• Mass produced media, including exposed film, video tapes,
DVDs, audio tapes, and CDs.
•
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.
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 53.
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.
26 – 39 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).
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).
•
Magazines and periodicals sold in retail stores. NOTE: Report
subscription sales as sales of services in item 53.
•
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 53.
52 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 53.
53 Sales of services – Services are outputs that are intangible.
Report as sales of services:
• Advertising revenue.
Repos and reverse repos – On the sales schedule (items 26–39),
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 52 (investment
income included in gross operating revenues). However, in items 60
(interest income from all sources) and 61 (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 69 (other assets) while repos should be reported as
liabilities and included in item 71 (total liabilities).
42 Certain gains (losses) —
•
Commissions and fees earned by companies engaged in finance
and real estate activities.
•
Commissions earned by agents or brokers (i.e., wholesalers)
who act on behalf of buyers and sellers in the wholesale
distribution of goods.
•
Magazines and periodicals sold through subscriptions. NOTE:
Report magazines and periodicals sold through retail stores, as
sales of goods in item 51.
•
Newspapers.
•
Pipeline transportation.
•
Software downloaded from the Internet, electronic mail, an
extranet, Electronic Data Interchange network, or some other
online system.
•
Computer systems design and related services.
•
Negotiated licensing fees for software to be used on networks.
•
Electricity transmission and distribution, natural gas distribution,
and water distribution.
Special instructions for real estate companies.
Real estate companies – Include in item 42:
(a) Impairment losses as defined by FASB ASC 360 (formerly
FAS 144), and
FORM BE-12A (REV 11/2017)
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.
Page 39
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.
IV. INSTRUCTIONS FOR SPECIFIC SECTIONS
OF THE REPORT FORM – Continued
63 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.
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.
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.
Does R&D include development of software and Internet
applications?
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.
R&D activity in software INCLUDES:
Research and development activity in software and Internet applications
refers only to activities with an element of uncertainty and that are intended
to close knowledge gaps and meet scientific and technological needs.
• Software development or improvement activities that expand
scientific or technological knowledge
• Construction of new theories and algorithms in the field of
computer science
R&D activity in software EXCLUDES:
• Software development that does not depend on a scientific or
technological advance, such as
100 – 105 Research and development (R&D) performed
BY the U.S. affiliate – Research and development (R&D) comprise
creative and systematic work undertaken in order to increase the stock of
knowledge and to devise new applications of available knowledge. This
includes a) activities aimed at acquiring new knowledge or understanding
without specific immediate commercial applications or uses (basic
research); b) activities aimed at solving a specific problem or meeting a
specific commercial objective (applied research); and c) systematic work,
drawing on research and practical experience and resulting in additional
knowledge, which is directed to producing new products or processes or
to improving existing products or processes (development). R&D includes
both direct costs such as salaries of researchers as well as administrative
and overhead costs clearly associated with the company’s R&D.
The term R&D does NOT include expenditures for:
• routine debugging of existing systems and software
• Creation of new software based on known methods and
applications
• Conversion or translation of existing software and software
languages
• Adaptation of a product to a specific client, unless knowledge
that significantly improved the base program was added in that
process
“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.
• 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.
FORM BE-12A (REV 11/2017)
• adding functionality to existing application programs, and
108 – 113 U.S. trade in goods by U.S. affiliate on a shipped
basis
• Costs for routine product testing, quality control, and technical
services unless they are an integral part of an R&D project
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.
• supporting or adapting existing systems
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.
Page 40
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.
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.
Item on Form BE–12A:
40 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 41, and certain gains (losses) that
are to be reported in item 42.
45 Cost of goods sold or services rendered, and
selling, general, and administrative expenses –
Include costs relating to sales or gross operating revenues,
item 40, 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.
52 Investment income – Report that portion of sales or gross
operating revenues, items 39 column 2, 40 and 50, that is
investment income (e.g., interest and dividends). However,
report gains (losses) on investments in accordance with the
instructions for item 42 on page 7.
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.
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:
Sunrise Apartments
c/o ABC Real Estate
120 Major Street
Miami, FL XXXXX
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, enter zero or leave item blank as appropriate.
53 Sales of services – Include premium income and income
from actuarial, claims adjustment, and other services, if any.
70 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.
71 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.
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).
79 Total owners’ equity – Include mandatory securities
valuation reserves that are appropriations of retained earnings.
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.
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 69 and 71.
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.
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.
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.2.B. on page 35 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
FORM BE-12A (REV 11/2017)
Page 41
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.
V. SPECIAL INSTRUCTIONS – Continued
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.
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.)
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.
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.
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
(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 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.
VI. FILING THE BE–12
A. Due date – A completed report, or Claim for Not Filing, covering
a reporting company’s fiscal year ending in calendar year 2017 is
due no later than May 31, 2018 (or by June 30, 2018 for reporting
companies that use BEA’s eFile system).
Go to www.bea.gov/efile for details about using eFile.
B. 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 may
be submitted through the eFile system at www.bea.gov/eFile.
All requests for extensions must be received NO LATER THAN
May 31, 2018.
C. Assistance – For assistance, telephone (301) 278-9247, or send
email to be12/[email protected]. Forms are accessible through eFile or
can be obtained from BEA's web site web site at: www.bea.gov/fdi.
D. Electronic Filing – Forms that can be transmitted to
BEA electronically are available on the BEA website:
www.bea.gov/efile. If you eFile, please do not submit paper reports.
E. Annual stockholders’ report or other financial
statements – Furnish a copy of your FY 2017 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. Retention of copies – Each U.S. affiliate must retain a copy of
its report to facilitate the resolution of problems. These copies should
be retained by the U.S. affiliate for at least 3 years after the report’s
original due date.
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.
FORM BE-12A (REV 11/2017)
Page 42
| File Type | application/pdf |
| File Modified | 2018-02-26 |
| File Created | 2017-12-27 |