Fill - Free fillable FORM BE12B: BE-12B (REV 9/2017) 2017 BENCHMARK SURVEY (Bureau of Economic Analysis) PDF form

FORM BE-12B (REV 9/2017)

2017 BENCHMARK SURVEY OF FOREIGN DIRECT INVESTMENT IN THE UNITED STATES

MANDATORY — CONFIDENTIAL

FORM BE–12B

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 19 for more details.

OMB No. 0608-0042: Approval Expires 12/31/2020

FORM

BE-12B (REV 9/2017)

BE-12 Identiﬁcation Number

*Do not enter Social Security Number as Identiﬁcation Number

Due date: May 31, 2018

Electronic ﬁling: www.bea.gov/eﬁle

Mail reports to: U.S. Department of Commerce

Bureau of Economic Analysis

Direct Investment Division, BE–49(A)

4600 Silver Hill Rd

Washington, DC 20233

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

Fax reports to: (301) 278–9500

Assistance: E-mail: be12/15@bea.gov

Telephone: (301) 278-9247

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

Include your BE–12 Identiﬁcation Number with all requests.

Name of U.S. afﬁliate

c/o (care of)

Street or P.O. Box

City

ZIP Code

State

Foreign Postal Code

1002

1010

1003

1004

1005

Name and address of U.S. business enterprise

0998

1000

Name

1029

Street 1

Signature of Authorized Ofﬁcial Date

1030

Street 2

0990

Name

1031

City

State Zip

0991

Title

1001

Telephone Number

Extension

0992

Telephone Number

Extension

0999

Fax Number

0993

Fax Number

1028

E-mail Address

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.

CONTACT INFORMATION

Provide information of person to consult about this report:

CERTIFICATION

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.

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-12B:

Those majority-owned U.S. afﬁliates with any of

the following items exceeding $60 million, but with

none of the 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 20 to determine which form

to ﬁle. For more information on ﬁling requirements, see instructions I.A.2. on page 21.

Certain private funds may be exempt from ﬁling. See item (f) of the BE-12 Claim for Not Filing for more information.

Those minority-owned U.S. afﬁliates with any of

the following items exceeding $60 million (positive

or negative):

• Total assets

• Sales or gross operating revenues

• Net income

AND

FORM BE-12B (REV 9/2017)

Foreign

United States

CONSOLIDATION OF U.S. AFFILIATES

10 to 100 percent

> 50 percent

Foreign parent

U.S. business enterprise B

U.S. business enterprise A

U.S. business enterprise B should be consolidated

on the BE–12 report for U.S. business enterprise A

because U.S. business enterprise B is more than 50

percent owned by U.S. business enterprise A.

Part I – Identiﬁcation of U.S. Afﬁliate

Page 2

1399

1400

$ Bil. Mil. Thous. Dols.

1 335 000

IMPORTANT

Review the instructions starting on page 19 before completing this form. Insurance and real estate companies — see special instructions starting

on page 27.

• Accounting principles — If feasible, use U.S. Generally Accepted Accounting Principles to complete Form BE–12 unless you

are requested to do otherwise by a speciﬁc instruction. References in the instructions to Financial Accounting Standards Board

Accounting Standards Codiﬁcation Topics are referred to as “FASB ASC.”

• U.S. afﬁliate’s 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 22.

• Rounding — Report currency amounts in U.S. dollars rounded to thousands (omitting 000).

Do not enter amounts in the shaded portions of each item.

Example — If amount is $1,334,891.00 report as: ..............................................................................................

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.

U.S. Generally Accepted Accounting Principles

International Financial Reporting Standards (as promulgated by, or adapted from, the International Accounting Standards Board)

NOTE — Do not prepare your BE–12 report using the proportionate consolidation method.

Other reporting standards — Specify the reporting standards used

2 Is more than 50 percent of the voting interest in this U.S. business enterprise owned by another U.S. afﬁliate of the foreign

parent (see the diagram below)?

Ye s 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 23 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

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

FORM BE-12B (REV 9/2017)

Part I – Identiﬁcation of U.S. Afﬁliate - Continued

1012

Page 3

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

4 Does this U.S. afﬁliate have a Legal Entity Identiﬁer (LEI)?

Ye s If “Yes” — Enter the 20-digit LEI of the U.S. afﬁliate

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.)

Ye s If “Yes” —

What stock exchange is the U.S. afﬁliate listed on? ..................

What is the U.S. afﬁliate’s ticker symbol? ..................................

6 Reporting period — Reporting period instructions are found in instruction 6 on page 23. If there was a change in ﬁscal year, review

instruction 6.b. on page 23.

This U.S. afﬁliate’s ﬁscal year ended in calendar year 2017 on ......................................................................

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?

Ye s If “Yes” — Enter the date the U.S. business enterprise became a U.S. afﬁliate and see

instruction 7 on page 23 to determine how to report for the ﬁrst time ...................................

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

Ye s

No – Reporting rules for unincorporated afﬁliates are found in instruction 8 starting on page 23. Reporting rules for real estate are

found in instruction V.C. on page 28.

9 U.S. business enterprises fully consolidated in this report – U.S. business enterprises that are more than 50 percent owned should be

fully consolidated in this report, except as noted in the consolidation rules starting on page 22. Banks – see instruction I.C. on page 21 for

aggregated reporting rules.

Enter the number of U.S. business enterprises consolidated in this report in the box below. Hereinafter they are considered to be one U.S.

afﬁliate. If the report is for a single U.S. business enterprise, enter “1” in the box below. Exclude from the consolidation all foreign business

enterprises or operations owned by this U.S. afﬁliate.

If number is greater than one, complete the Supplement A on page 16.

1006

–

Primary

Other

1008

1036

1034

Day Year

1009

Day Year

1007

1011

–

1035

1037

1038

MM/DD/YYYY

FORM BE-12B (REV 9/2017)

Page 4

Part I – Identiﬁcation of U.S. Afﬁliate – Continued

BEA USE ONLY

1200

1201

1202

1203

EXAMPLES OF DIRECT AND INDIRECT FOREIGN OWNERSHIP

Example 1 – Ownership held directly by a foreign parent

Example 2 – Ownership held directly by all U.S. afﬁliates of the foreign

parent(s)

Foreign company X

Foreign company Y is the foreign

parent because it is the ﬁrst owner

located outside the U.S. in a chain of

ownership that owns 10 percent or

more of the U.S. afﬁliate.

10 to 100 percent

Foreign company Y

(Foreign parent)

Foreign

United States

U.S. afﬁliate A

10 to 100 percent

U.S. afﬁliate B is indirectly owned by the

foreign parent through U.S. afﬁliate A. U.S.

afﬁliate A has a direct ownership interest in

U.S. afﬁliate B.

U.S. afﬁliate B

U.S. afﬁliate

Foreign parent

Foreign

United States

OWNERSHIP — Enter percent of ownership in this U.S. afﬁliate, to a tenth of one percent, based on voting interest (or an equivalent interest if an

unincorporated afﬁliate). “Voting interest” is deﬁned in instructions 11–15 starting on page 24.

Foreign parent — A foreign parent is the FIRST person or entity outside the U.S. in a chain of ownership that has a 10 percent or more voting interest

(direct or indirect) in this U.S. afﬁliate. The country of foreign parent is the country of incorporation or organization if the parent is a business enterprise,

or of residence if the parent is an individual. For individuals, see instruction V.G. on page 29.

Voting interest

Name of each direct owner

Close FY 2016

Country of

foreign parent

BEA

USE

ONLY

(1) (2)

Ownership held directly by foreign parent(s) of this afﬁliate—see example 1 below.

Enter name and country of each foreign parent with direct ownership—if more than 2, continue on separate sheet.

1 2 3

_ _ _ _

. %

1017

1 2

_ _ _ _

. %

1018

Ownership held directly by all U.S. afﬁliates of the foreign parent(s) — see example 2 below.

Enter name of each U.S. afﬁliate that owns this afﬁliate and the country of the foreign parent — if more than 2, continue on separate sheet.

1 2 3

_ _ _ _ _ _ _ _

. % . %

1063

1 2

_ _ _ _ _ _ _ _

. % . %

1064

1 2

_ _ _ _

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

. %

1061

100.0% 100.0%

TOTAL — Sum of items 11 through 15 ........................................................................................................

Close FY 2017

1013

10 U.S. afﬁliates NOT fully consolidated – See instruction 10 on page 24.

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

If number is not zero, complete the Supplement B on page 17.

The U.S. afﬁliate named on page 1 must include data for any unconsolidated U.S. afﬁliates on an equity basis or, if less than 20

percent owned, in accordance with FASB ASC 320 (formerly FAS 115) or the cost method of accounting. The U.S. afﬁliate named

on page 1 also must notify the unconsolidated U.S. afﬁliates of their obligation to ﬁle a BE-12 in their own names (see page 20 to

determine the appropriate form for these afﬁliates to ﬁle).

--Select Country--

Voting Interest Ownership held directly by

foreign parent(s) of this U.S.

affiliate – Give name of each

foreign parent with direct

ownership.

Country of

incorporation or

organization (if a

business enterprise)

or residence (if an

individual). For

individuals, see

instruction V.G. on

page 29.

Close FY

2017

Close FY

2016

BEA

USE

ONLY

% %

Voting Interest Ownership held indirectly by

foreign parent(s) of this U.S.

affiliate through another U.S.

affiliate – Give name of each

higher tier U.S. affiliate with direct

ownership in this U.S. affiliate.

Country of

incorporation or

organization (if a

business enterprise)

or residence (if an

individual). For

individuals, see

instruction V.G. on

page 29.

Close FY

2017

Close FY

2016

BEA

USE

ONLY

% %

Direct Ownership – Continued

Use only if you need to enter more owners after items 11 and 12 on the previous page.

Indirect Ownership – Continued

Use only if you need to enter more owners after items 13 and 14 on the previous page.

1019

1020

1021

1022

1023

1024

1025

1026

1065

1066

1067

1068

1069

1 2

--Select Country--

FORM BE-12B (REV 9/2017)

Section A – INDUSTRY CLASSIFICATION AND TOTAL SALES OF FULLY CONSOLIDATED U.S. AFFILIATE

16 What is (are) the major product(s) and/or service(s) of the fully consolidated U.S. afﬁliate? If a product, also state what is done to it,

i.e., whether it is mined, manufactured, sold at wholesale, transported, packaged, etc. (For example, “manufacture widgets.”)

Page 5

Part II – Financial and Operating Data of U.S. Afﬁliate

1163

Enter the 4-digit International Surveys Industry (ISI) code(s) and the sales associated with each code in items 17 through 20 .

Book publishers, printers, and real estate investment trusts — See instructions 17– 22 on page 25.

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 18. 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

• Total sales or gross operating revenues, excluding sales taxes,

returns, allowances, and discounts.

• Fees and commissions.

• Revenues generated during the year from the operations of a

discontinued business segment.

• ONLY ﬁnance and insurance companies and units should report

dividends and interest. Companies involved with repos and

reverse repos see instructions 17–22 on page 25.

• Total income of holding companies including income (loss) from

equity investments in unconsolidated U.S. and foreign business

enterprises, certain gains (losses), other income, plus sales and

gross operating revenue, if any.

• Investment gains and losses reported in item 53 .

• Sales or consumption taxes levied directly on the consumer.

• Excise taxes levied directly on manufacturers, wholesalers, and

retailers.

• Gains or losses from DISPOSALS of discontinued operations

and gains and losses from derivative instruments (report as

certain gains (losses) in item 53 ).

• Dividends and interest earned by non-ﬁnance and non-

insurance companies and units.

Sales

(2)

ISI code

(1)

$ Bil. Mil. Thous. Dols.

17 Enter code of industry with largest sales ......................................................................................................

1164

18 Enter code of industry with 2nd largest sales ..............................................................................................

1165

19 Enter code of industry with 3rd largest sales ................................................................................................

1166

20 Enter code of industry with 4th largest sales ................................................................................................

1167

21 Sales not accounted for above – Items 17 through 20 must all have entries if amounts are entered

in this item ....................................................................................................................................................

000

1173

22 Total sales or gross operating revenues (excluding sales taxes) – Sum of items 17 through 21 ,

column 2 .......................................................................................................................................................

000

1174

Section B – OTHER FINANCIAL AND OPERATING DATA FOR FY 2017

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

$ Bil. Mil. Thous. Dols.

000

2159

24 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

24 on page 25 ....................................................................................................................................................................

000

25 Research and development (R&D) performed BY the U.S. afﬁliate — INCLUDE all costs incurred in performing

R&D, including depreciation, amortization, wages and salaries, taxes, materials and supplies, overhead — whether

or not allocated to others — and all other indirect costs. EXCLUDE the cost of R&D funded by the U.S. afﬁliate but

performed by others. See instruction 25 starting on page 25 ............................................................................................

000

26 Expenditures for land and other property, plant, and equipment — INCLUDE all purchases by, or transfers (at

net book value) to, the U.S. afﬁliate of land, mineral and timber rights, and other property, plant, and equipment. Also

INCLUDE capitalized and expensed exploration and development expenditures. EXCLUDE expenditures made in

prior years that are reclassiﬁed in the current year. Also EXCLUDE land and other property, plant, and equipment

obtained through the acquisition of or merger with another company during the year. DO NOT net out sales and

other dispositions of property, plant, and equipment from the expenditures reported in this item .....................................

000

2390

27 Gross book value of all land and other property, plant, and equipment at close of FY 2017 ......................................

000

2397

BEA USE ONLY

2596

INCLUDE EXCLUDE

2253

2403

000

--Select ISI CODE--

FORM BE-12B (REV 9/2017)

Page 6

Part II – Financial and Operating Data of U.S. Afﬁliate – Continued

Section C – U.S. TRADE IN GOODS BY U.S. AFFILIATE ON A SHIPPED BASIS

Report the value of goods exported and imported by the U.S. afﬁliate during the ﬁscal year that ended in calendar year 2017.

EXCLUDE services. Software publishers see the discussion under packaged general use computer software on page 26.

Report amounts on a “shipped basis.” See instructions 28–29 on page 26 for details of what to include in these items.

Exports, including capital goods – Shipped by U.S. afﬁliate to foreign persons (valued f.a.s. U.S. port) ......................

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

$ Bil. Mil. Thous. Dols.

000

2502

000

2515

Close FY 2017

Section D – BALANCE SHEET

Insurance companies – see special instructions starting on page 27.

30 Total assets ...............................................................................

000

2109

31 Total liabilities ...........................................................................

Check box if total liabilities are zero

000

2114

32 Total owners’ equity — Item 30 minus item 31 .....................

000

2120

$ Bil. Mil. Thous. Dols.

Section E – EMPLOYMENT AND PROPERTY, PLANT, AND EQUIPMENT BY LOCATION

Complete the schedule on the following page for up to ﬁve or ﬁfteen states (whichever is applicable based on the instructions in item

33 ), in which the U.S. afﬁliate has operations. If the U.S. afﬁliate has activities in more than ﬁve (or ﬁfteen) states, report those states for

which the number of employees (column (3)) is largest. If the number of employees is zero or insigniﬁcant, use the gross book value of all land

and other property, plant, and equipment (column (5)), to determine the ﬁve (or ﬁfteen) states.

Column 3 – Number of employees at close of FY 2017 – INCLUDE only employees of those U.S. business enterprises that are fully consolidated

into the reporting U.S. afﬁliate. Do not consolidate or include employees of foreign business enterprises or operations, whether incorporated or

unincorporated. INCLUDE all employees on the payroll at the end of the ﬁscal year that ended in calendar year 2017, including part-time employees.

EXCLUDE contract workers. A count taken at some other date during the reporting period may be given provided it is a reasonable estimate of the

number on the payroll at the end of the ﬁscal year. Location of employees is the U.S. state, territory, or possession in which the person is permanently

employed.

Column 4 – Complete this column ONLY if the U.S. afﬁliate is majority-owned by foreign parent(s). 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 all other employees on the payrolls of administrative ofﬁces or other auxiliary units. Administrative ofﬁce and

other auxiliary employees are deﬁned on page 7 in item 51 .

Column 5 – INCLUDE land and other property, plant, and equipment items, whether carried as investments, in ﬁxed asset accounts, or in other

balance sheet accounts. INCLUDE land held for resale, for investment purposes, and all other land owned. INCLUDE land and other property,

plant, and equipment on capital lease from others, but EXCLUDE that on capital lease to others. INCLUDE property you own that you lease to

others under operating leases. Value land and other property, plant, and equipment at historical cost before any allowances for depreciation or

depletion.

Column 6 – Complete this column ONLY if the U.S. afﬁliate is majority-owned. INCLUDE the gross book value of commercial property you own,

and commercial property you use or operate that is leased from others under a capital lease. Commercial property INCLUDES ALL buildings and

associated land leased to others under operating leases. 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.

FORM BE-12B (REV 9/2017)

Part II – Financial and Operating Data of U.S. Afﬁliate – Continued

Page 7

33 Choose one of the following three options to complete the following schedule based on the size of the U.S. afﬁliate (total assets, sales

or gross operating revenues, or net income (loss)) and whether it is majority- or minority-owned by foreign parent(s). Consider the U.S.

afﬁliate in total, not just the foreign parent’s share of the afﬁliate. Mark (X) one.

Sum the data for the remaining states on line 49 if the afﬁliate has operations in more than ﬁfteen or ﬁve states, respectively.

BEA

USE

ONLY

(1)

STATE — Enter name

Enter name of U.S. state, territory

or possession on the lines below.

Additional instructions for

items 34–50 are found on page 26

BEA

USE

ONLY

(2)

Number of

employees at close

of FY 2017

(3)

If U.S. afﬁliate is

majority-owned by

foreign parent(s),

report the portion

of employees in

column (3) that

are manufacturing

employees

(4)

Gross book value

(historical cost) of all land

and other property, plant,

and equipment wherever

carried on balance sheet,

FY 2017 closing balance

Total equals item 27 .

(5)

If U.S. afﬁliate is

majority-owned by

foreign parent(s),

report the portion

of column (5) that is

commercial property

(6)

Number Number $ Bil. Mil. Thous. Dols. $ Bil. Mil. Thous. Dols.

2 3 4 5

000

2 3 4 5

000

2 3 4 5

000

2 3 4 5

000

2 3 4 5

000

2 3 4 5

000

2 3 4 5

000

2 3 4 5

000

2 3 4 5

000

2 3 4 5

000

2 3 4 5

000

2 3 4 5

000

2 3 4 5

000

2 3 4 5

000

2 3 4 5

000

Employment and property,

plant, and equipment not

accounted for above

2764

2 3 4 5

000

TOTAL — Sum of items

through

2700

2 3 4 5

000

51 Administrative ofﬁce and other auxiliary employees that service more than one industry – Of the

total number of employees reported in item 50 , how many are administrative ofﬁce and other auxiliary unit

employees 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 for only one industry .........................................................................................

Number of administrative

and other auxiliary employees

BEA USE ONLY

2598

1178

Minority-owned with size greater than $300 million – Complete columns 3 and 5 of the following schedule for up to ﬁfteen states.

Minority-owned with size greater than $60 million up to $300 million – Complete columns 3 and 5 of the following schedule for up to ﬁve

states.

Majority-owned with size greater than $60 million up to $300 million – Complete all columns of the following schedule for up to ﬁve states.

1102

--Select State--

FORM BE-12B (REV 9/2017)

Part II – Financial and Operating Data of U.S. Afﬁliate – Continued

Page 8

Section F — OTHER FINANCIAL AND OPERATING DATA (MAJORITY-OWNED U.S. AFFILIATES)

52 Did the sum of the ownership interests (both direct and indirect) held by ALL foreign parents in the voting securities (or an

equivalent interest) of this U.S. afﬁliate EXCEED 50 percent as of the end of the U.S. afﬁliate’s ﬁscal year that ended in calendar

year 2017? “Voting interest” is deﬁned in instructions 11–15 starting on page 24.

1101

Yes – Continue with item 53 . 2 No – Skip to item 63 , then continue on page 9.

$ Bil. Mil. Thous. Dols.

53 Certain gains (losses), included in item 23 , net income (loss) – Report at gross amount before income tax

effect. Report income tax effect in item 54 . See instruction 53 on page 27 for details of what to include in this item ....

Income taxes – Provision for U.S. Federal, state, and local incomes taxes. INCLUDE the income tax effect of

certain gains (losses) reported in item 53 . EXCLUDE production royalty payments. .....................................................

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 56 ). ........................................................................................

Interest expense plus interest capitalized, paid or due to all payees (including to foreign parents and

afﬁliates), before deduction of U.S. tax withheld by the afﬁliate. Do not net against interest income (item 55 ) ......

000

2151

000

2401

000

BEA USE ONLY

2599

DISTRIBUTION OF SALES OR GROSS OPERATING REVENUES

Distribute sales or gross operating revenues among three categories — sales of goods, sales of services, and investment income.

For the purpose of this distribution, “goods” are normally outputs that are tangible and “services” are normally outputs that are intangible.

When a sale consists of both goods and services and cannot be unbundled (i.e., the goods and services are not separately billed), classify

the sales as goods or services based on whichever accounts for a majority of the value.

NOTE — Before completing this section, see the instructions for items 58 through 60 on page 27.

Utilities and oil & gas producers and distributors — To the extent feasible, revenues are to be allocated between sales of goods and

sales of services. Revenues earned from the sale of a product (e.g., electricity, natural gas, oil, water, etc.) are to be reported as sales of

goods. Revenues earned from the distribution or transmission of a product (e.g., fees received for the use of transmission lines, pipelines,

etc.) are to be reported as sales of services.

$ Bil. Mil. Thous. Dols.

57 Total sales or gross operating revenues, excluding sales taxes —

Equals item 22 , column 2, and also sum of items 58 through 60 ..............................................................................

58 Sales of goods ...............................................................................................................................................................

59 Investment income included in gross operating revenues. Include ALL interest and dividends generated by

ﬁnance and insurance subsidiaries or units .....................................................................................................................

60 Sales of services, total — Sum of items 61 and 62 .................................................................................................

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

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

000

2243

000

2244

000

2245

000

2246

2247

000

2257

NOTE: Complete items 53 through 62 ONLY if item 52 is answered “Yes”

2156

2400

CROSS-BORDER SERVICES TRANSACTIONS

63 Did this U.S. afﬁliate receive payments or credits from, or make payments or issue credits to, persons or entities located

outside of the United States for any of the items listed below?

• Royalties, license fees, and other fees for the use or sale of intangible property.

• Services, including, but not limited to: accounting, advertising, computer, construction and related services, consulting, data

base, ﬁnancial, insurance, legal, management, operational leasing, public relations, and research and development services.

Ye s

1186

1 2

000

FORM BE-12B (REV 9/2017)

Page 9

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

Name of U.S. business enterprise shown on

page 1 of this BE-12B

Instructions for Part III – Prepare a separate Part III to report each ownership interest held by a foreign parent, at anytime during the ﬁscal year that

ended in calendar year 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 in their entirety 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)

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

3010

65 Enter name of foreign parent being reported in this Part III. If the foreign parent is an individual enter “individual.”

3011

66 For the foreign parent named in item 65 , 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 4.

A direct ownership interest in the U.S. afﬁliate. See example 1 on page 4 for an illustration of a direct ownership interest.

3012

An indirect ownership interest in the U.S. afﬁliate. See example 2 on page 4 for an illustration of an indirect ownership interest, and

diagram on page 19 for an illustration of how to calculate percentage of indirect foreign parent ownership.

3013

Close FY 2017

(1)

Close FY 2016

(2)

67 If item 66 is marked direct –

Give percent of –

“Voting interest” and “equity interest” are deﬁned in

instructions 11–15 starting on page 24. If the U.S.

afﬁliate is a partnership or Limited Liability Company

also see instructions 8.b. and 8.c. on page 24.

1 2

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

___ ___ ___ . ___%

3014

1 2

NOTE – Ownership percentages reported in item 67

must match those reported in items 11 and 12 for

the foreign parent listed in item 65 .

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

3015

68 Country in which foreign parent named in item 65 –

BEA USE ONLY

a. is incorporated or organized, if a business

enterprise, or is a resident, if an individual.

See instruction V.G. on page 29 ......................

b. is located, if a business enterprise and the

country is different from that in item 68a ........

3016

3017

69 Enter the industry code of the foreign parent named in item 65 , from the list of codes on page 10 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 ...............................................................................................................................

3018

___ ___ ___ . ___%

___ ___ ___ . ___

BEA USE ONLY

Control number

−

--Select Country--

--Select Industry--

FORM BE-12B (REV 9/2017)

Page 10

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.

16 Real estate (ISI code 5310)

17 Information (ISI codes 5111–5191)

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

19 Other services (ISI codes 1150, 2132, 2133, 5321, 5329, and

5611–8130)

Manufacturing, including fabricating, assembling, and processing of

goods:

20 Food (ISI codes 3111–3119)

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

22 Pharmaceuticals and medicine (ISI code 3254)

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

24 Nonmetallic mineral products (ISI codes 3271–3279)

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

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

27 Machinery (ISI codes 3331–3339)

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

3359)

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

30 Other transportation equipment (ISI codes 3364–3369)

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

32 Petroleum manufacturing, including integrated petroleum and

petroleum reﬁning without extraction (ISI codes 3242–3244)

01 Government and government-owned or -sponsored

enterprise, or quasi-government organization or

agency

02 Pension fund — Government run

03 Pension fund — Privately run

04 Estate, trust, or nonproﬁt organization

05 Individual

Private business enterprise, investment organization,

or group engaged in:

06 Insurance (ISI codes 5242, 5243, 5249)

07 Agriculture, forestry, ﬁshing and hunting (ISI codes

1110–1140)

08 Mining (ISI codes 2111–2127)

09 Construction (ISI codes 2360–2380)

10 Transportation and warehousing (ISI codes 4810–

4939)

11 Utilities (ISI codes 2211–2213)

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

13 Banking, including bank holding companies (ISI

codes 5221 and 5229)

14 Holding companies, excluding bank holding

companies (ISI codes 5512 and 5513)

15 Other ﬁnance (ISI codes 5223, 5224, 5231, 5238,

that part of ISI code 5252 that is not estates and

trusts, and ISI code 5331)

FORM BE-12B (REV 9/2017)

Page 11

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 22 for the complete deﬁnition of UBO.

NOTE: See the diagrams at the bottom of this page for examples of the UBO.

70 Is the foreign parent named in item 65 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.

Yes – (example 1 below) – Skip to 73

3019

No – (examples 2A and 2B below) – Continue with 71

71 Enter the name of the UBO of the foreign parent. If the UBO is an individual, or an associated group of individuals, enter “individual.” See

instruction II.D. on page 21 for the deﬁnition of associated group. Identifying the UBO as “bearer shares” is not an acceptable response.

3021

72 Enter country in which the UBO is incorporated or organized, if a business enterprise, or is resident, if an

individual or government. Individuals – see instruction V.G. on page 29.

73 Enter the industry code of the UBO from the list of codes on page 10. 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.

EXAMPLES OF THE ULTIMATE BENEFICIAL OWNER (UBO)

Example 1 – The UBO and foreign parent are the same

Foreign company X

The UBO and foreign parent are the

same if the foreign parent is NOT more

than 50 percent owned or controlled by

another person or entity.

1 to 50 percent

Foreign parent = UBO

Foreign

United States

U.S. afﬁliate

Examples 2A and 2B – The foreign parent is NOT the UBO

2A. The UBO is a foreign person or entity

2B. The UBO is a U.S. person or entity

Foreign company X

(UBO)

Foreign company Z is the foreign

parent of the U.S. afﬁliate. U.S.

company C is the UBO.

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.

>50 Percent

Foreign company Z

(Foreign parent)

Foreign company Y

(Foreign parent)

>50 Percent

Foreign

United States

U.S. afﬁliate

U.S. company C

(UBO)

U.S. afﬁliate

BEA USE ONLY

1 3022

--Select Country--

--Select Industry--

DO NOT use code “14” for UBO

FORM BE-12B (REV 9/2017)

80 Other, including accumulated other comprehensive income and treasury stock?

Specify major items

Page 12

Amounts reported in Sections B, C, D, and E must be for the fully consolidated U.S. afﬁliate.

The consolidation rules are found starting on page 22.

NOTE:

74 Copy your answer from item 66 to the appropriate box below and follow the applicable instructions.

A direct interest – Continue with item 75 . Do not duplicate amounts reported on other Parts III.

An indirect interest – Skip to items 85 and 86 . Do not duplicate amounts reported on other Parts III.

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

NAMED IN ITEM 65

Report amounts according to the books of the U.S. afﬁliate.

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

78 Capital stock and additional paid-in capital? Common and preferred, voting and

non-voting capital stock and additional paid-in capital .......................................................

FY 2016

(Unrestated)

(2)

FY 2017

(1)

$ Bil. Mil. Thous. Dols. $ Bil. Mil. Thous. Dols.

3058

79 Retained earnings (deﬁcit)? ............................................................................................

3060

1 2

81 Total owners’ equity? The foreign parent’s share of the total owners’ equity reported in

item 32 . Sum of items 78 through 80 for incorporated U.S. afﬁliates and those

unincorporated U.S. afﬁliates for which these items are available ......................................

1 2

3063

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

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

$ Bil. Mil. Thous. Dols.

What is the foreign parent’s share of:

75 The U.S. afﬁliate’s net income (loss) after provision for income taxes? Enter foreign parent’s share of item 23 .......

76 Dividends or distributed earnings (gross of U.S. withholding tax) – INCLUDE dividends on common and

preferred stock of an incorporated U.S. afﬁliate or the distributed earnings of an unincorporated U.S. afﬁliate.

EXCLUDE stock and liquidating dividends.

Report dividends as of the date they were declared or paid. Any subsequent settlement of dividends declared

but not paid SHOULD NOT be reported a second time ..............................................................................................

77 U.S. tax withheld on dividends if the U.S. afﬁliate is incorporated, or on distributed earnings if the U.S. afﬁliate

is unincorporated? .......................................................................................................................................................

BEA USE ONLY

3085

3073

3062

000

3074

3075

FORM BE-12B (REV 9/2017)

Page 13

Instructions for Section D

CHANGE IN FOREIGN PARENT’S DIRECT EQUITY IN THE U.S. AFFILIATE DURING FY 2017

Entries in Section D are necessary to identify the amount and cause of any changes in equity holdings by the foreign parent in the U.S. afﬁliate

during the year.

Report the transaction (i.e., market) value of consideration given or received for increases or decreases in the foreign parent’s equity holdings in

the U.S. afﬁliate.

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.

Include in 82a 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), and adjust the debt balance as appropriate in 85A ;

• 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 82b changes caused by:

• Carrying net income (loss) to the equity account (i.e., retained earnings);

• Dividends/earnings distributed and stock dividends. Report in 76 ;

• 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.

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

FORM BE-12B (REV 9/2017)

Page 14

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

Section D – CHANGE IN FOREIGN PARENT’S DIRECT EQUITY IN THE U.S. AFFILIATE DURING FY 2017

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

a. Increase of equity in the U.S. afﬁliate due to establishment of the U.S. afﬁliate by the foreign parent, acquisition

(partial or total) of an equity interest in this U.S. afﬁliate by the foreign parent, and capital contributions and

other transactions by the foreign parent to the U.S. afﬁliate? .....................................................................................

b. Decrease of equity in the U.S. afﬁliate due to liquidation of the U.S. afﬁliate by the foreign parent, sale (partial or

total) of an equity interest in this U.S. afﬁliate by the foreign parent, and return of capital and other transactions

from the U.S. afﬁliate to the foreign parent? ...............................................................................................................

83 What is the total transaction value of the change in the

foreign parent’s equity interest in the U.S. afﬁliate? ...................................................................................................

This item should equal 82a MINUS 82b .

84 For items 82a and 82b , what are the amounts by

which the transaction values reported in those items:

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

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

Section E – BALANCES AND INTEREST BETWEEN U.S. AFFILIATE, AS CONSOLIDATED, AND THE AFFILIATED FOREIGN

GROUP

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.

• 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.

• Insurance Technical Reserves – INCLUDE these provisions (prepaid premiums, claims payable, etc.) when with related parties.

• DO NOT net payables and receivables.

• DO NOT net interest expense against interest income.

• Interest expense and interest income should be reported on the accrual basis.

• Banks and Other Financial Intermediaries – EXCLUDE intercompany accounts and interest for the U.S. afﬁliate’s activities related to depository

or non-depository banking activities (ISI codes 5221 or 5229) or securities broker or dealer activities (ISI code 5231) where the foreign parent is a

depository or non-depository bank, a securities broker or dealer, or in the ﬁnance industry (ISI codes 5223, 5224, 5238, 5252) and the intercompany

activity between the foreign parent and the U.S. afﬁliate would be reportable on Treasury International Capital (TIC) B forms.

For sale or termination

of operations

( 82b )

For acquisition

( 82a )

$ Bil. Mil. Thous. Dols. $ Bil. Mil. Thous. Dols.

3090

1 2

3091

$ Bil. Mil. Thous. Dols.

3065

3066

3071

000

2 3 4 3200 1

BEA

USE

ONLY

3201

1 2 3 4

FORM BE-12B (REV 9/2017)

Page 15

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

BEA USE ONLY

3064

3084

Please see the diagrams below and on page 4 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.

85 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?

Payable/expensed to:

TOTAL short- and long-term payables Interest expense

Close FY 2017 Close FY 2016 FY 2017

$ Bil. Mil. Thous. Dols. $ Bil. Mil. Thous. Dols. $ Bil. Mil. Thous. Dols.

A. Foreign parent ....................................................... 3056

000

B. Foreign afﬁliates of the foreign parent (FAFP) ...... 3072

000

C. TOTAL for afﬁliated foreign group ......................... 3059

000

86 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?

Receivable/income from:

TOTAL short- and long-term receivables Interest income

Close FY 2017 Close FY 2016 FY 2017

$ Bil. Mil. Thous. Dols. $ Bil. Mil. Thous. Dols. $ Bil. Mil. Thous. Dols.

A. Foreign parent ....................................................... 3057

000

B. Foreign afﬁliates of the foreign parent (FAFP) ...... 3094

000

C. TOTAL for afﬁliated foreign group ......................... 3081

000

Afﬁliated Foreign Group

The afﬁliated foreign group (AFG) consists of

• 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

• Every foreign afﬁliate of the foreign parent (FAFP), which

includes

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:

• 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

• Any U.S. entity.

Identifying the Afﬁliated Foreign Group

>50% voting interest >50% voting interest

>50% voting interest

≥10%

voting

interest

≤

50% voting interest

Foreign Parent (FP)

Foreign Entity (B)

FAFP

Foreign Entity (C)

FAFP

Foreign Entity (D)

Foreign Entity (E)

The U.S. Afﬂiate

FAFP

Foreign Entity (A)

Foreign

United States

U.S. DEPARTMENT OF COMMERCE

BUREAU OF ECONOMIC ANALYSIS

OMB No. 0608-0042: Approval Expires 12/31/2020

Page number

FORM BE-12 Supplement A (2017)

(REV. 9/2017)

BEA USE ONLY

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

NOTE – If you ﬁled a Supplement A or a computer printout 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 afﬁliate that consolidates ﬁnancial and operating data of any other U.S. business

enterprises. The number of U.S. business enterprises listed below plus the reporting U.S. business enterprise must agree with item

on page 3. Continue listing onto as many additional copied pages as necessary.

Primary Employer Identiﬁcation Number as

shown in item 3 on page 3.

5110

–

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)

Employer Identiﬁcation Number

used to ﬁle income and

payroll taxes

(2)

Name of each U.S. business enterprise consolidated

(as represented in item 9 on page 3)

(1)

Name of U.S. business enterprise which holds

the direct ownership interest in the U.S.

business enterprise listed in column 1

(3)

4 2 1 3 5

–

5111

–

5112

–

5113

–

5114

–

5115

–

5116

–

5117

–

5118

–

5119

–

5120

–

5121

–

5122

–

5123

–

5124

–

5125

–

5126

–

5127

–

5128

–

5129

–

5130

–

5131

–

5132

–

5133

LIST OF ALL U.S. BUSINESS ENTERPRISES FULLY CONSOLIDATED INTO THE REPORTING U.S. AFFILIATE

4 2 1 3 5

Page 16

BEA USE

ONLYY

If the affiliate has

changed since the last

report, please select

the reason. If it is new,

please select "New".

--Select Reason--

If you need to file more lines, use the separate Excel Supplement file provided on the website

FORM BE-12 Supplement B (2017)

U.S. DEPARTMENT OF COMMERCE

(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

NOTE – If you ﬁled a Supplement B or a computer printout 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.

BEA USE ONLY

Page number

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

Supplement B must be completed by a reporting afﬁliate which ﬁles a BE-12B and has a direct ownership interest in a U.S. afﬁliate(s) which is (are)

not fully consolidated. The number of U.S. afﬁliates listed below must agree with item

10 , on page 4. Continue listing onto as many additional

copied pages as necessary.

Name of each U.S. afﬁliate in which a direct

interest is held but that is not listed in

Supplement A

(1)

Address

Provide number, street, city, state,

and ZIP Code

(2)

Employer Identiﬁcation Number

used to ﬁle income and

payroll taxes

(3)

Percent of direct voting ownership

interest that the fully consolidated

U.S. business enterprise named

on page 1, holds in the entity

named in column 1.

– Enter percent to nearest tenth.

(4)

1 2 3 5 6

. %

6211

–

1 2 3 5 6

. %

6212

–

1 2 3 5 6

. %

6213

–

1 2 3 5 6

. %

6214

–

1 2 3 5 6

. %

6215

–

1 2 3 5 6

. %

6216

–

1 2 3 5 6

. %

6217

–

1 2 3 5 6

. %

6218

–

1 2 3 5 6

. %

6219

–

1 2 3 5 6

. %

6220

–

1 2 3 5 6

. %

6221

–

OMB No. 0608-0034: Approval Expires 12/31/2020



FORM BE-12B (REV 9/2017)

Page 17

BEA USE ONLYY

BEA USE

ONLYY

If the affiliate has

changed since the last

report, please select

the reason. If it is new,

please select "New".

--Select Reason--

FORM BE-12B (REV 9/2017)

Page 18

Summary of Industry Classiﬁcations – For a full explanation of each code see www.bea.gov/naics2017

5151 Radio and television broadcasting

5152 Cable and other subscription programming

5173 Wired and wireless telecommunications carriers

5174 Satellite telecommunications

5179 Other telecommunications

5182 Data processing, hosting, and related services

5191 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 Real estate

5321 Automotive equipment rental and leasing

5329 Other rental and leasing services

5331 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 Ofﬁce administrative services

5612 Facilities support services

5613 Employment services

5614 Business support services

5615 Travel arrangement and reservation services

5616 Investigation and security services

5617 Services to buildings and dwellings

5619 Other support services

5620 Waste management and remediation services

Educational Services

6110 Educational services

Health Care and Social Assistance

6210 Ambulatory health care services

6220 Hospitals

6230 Nursing and residential care facilities

6240 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

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 Paper and paper product

4242 Drugs and druggists’ sundries

4243 Apparel, piece goods, and notions

4244 Grocery and related product

4245 Farm product raw material

4246 Chemical and allied products

4247 Petroleum and petroleum products

4248 Beer, wine, and distilled alcoholic beverage

4249 Miscellaneous nondurable goods

Wholesale Trade, Electronic Markets

and Agents And Brokers

4251 Wholesale electronic markets and

agents and brokers

Retail Trade

4410 Motor vehicle and parts dealers

4420 Furniture and home furnishings

4431 Electronics and appliance

4440 Building material and garden equipment

and supplies dealers

4450 Food and beverage

4461 Health and personal care

4471 Gasoline stations

4480 Clothing and clothing accessories

4510 Sporting goods, hobby, book, and music

4520 General merchandise

4530 Miscellaneous store retailers

4540 Non-store retailers

Transportation and Warehousing

4810 Air transportation

4821 Rail transportation

4833 Petroleum tanker operations

4839 Other water transportation

4840 Truck transportation

4850 Transit and ground passenger transportation

4863 Pipeline transportation of crude oil,

reﬁned petroleum products, and natural gas

4868 Other pipeline transportation

4870 Scenic and sightseeing transportation

4880 Support activities for transportation

4920 Couriers and messengers

4932 Petroleum storage for hire

4939 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

Agriculture, Forestry, Fishing, and Hunting

1110 Crop production

1120 Animal production and aquaculture

1130 Forestry and logging

1140 Fishing, hunting, and trapping

1150 Support activities for agriculture and forestry

Mining

2111 Oil and gas extraction

2121 Coal

2123 Nonmetallic minerals

2124 Iron ores

2125 Gold and silver ores

2126 Copper, nickel, lead, and zinc ores

2127 Other metal ores

2132 Support activities for oil and gas operations

2133 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 Animal foods

3112 Grain and oilseed milling

3113 Sugar and confectionery products

3114 Fruit and vegetable preserving and

specialty foods

3115 Dairy products

3116 Meat products

3117 Seafood product preparation and packaging

3118 Bakery products and tortillas

3119 Other food products

3121 Beverages

3122 Tobacco

3130 Textile mills

3140 Textile product mills

3150 Apparel

3160 Leather and allied products

3210 Wood products

3221 Pulp, paper, and paperboard mills

3222 Converted paper products

3231 Printing and related support activities

3242 Integrated petroleum reﬁning and extraction

3243 Petroleum reﬁning without extraction

3244 Asphalt and other petroleum and

coal products

3251 Basic chemicals

3252 Resins, synthetic rubbers, and artiﬁcial

and synthetic ﬁbers and ﬁlaments

3253 Pesticides, fertilizers, and other

agricultural chemicals

3254 Pharmaceuticals and medicines

3255 Paints, coatings, and adhesives

3256 Soap, cleaning compounds, and

toilet preparations

3259 Other chemical products and preparations

3261 Plastics products

3262 Rubber products

3271 Clay products and refractories

3272 Glass and glass products

3273 Cement and concrete products

3274 Lime and gypsum products

3279 Other nonmetallic mineral products

3311 Iron and steel mills

3312 Steel products from purchased steel

3313 Alumina and aluminum production

and processing

3314 Nonferrous metal (except aluminum)

production and processing

3315 Foundries

3321 Forging and stamping

3322 Cutlery and hand tools

3323 Architectural and structural metals

3324 Boilers, tanks, and shipping containers

3325 Hardware

3326 Spring and wire products

3327 Machine shop products, turned products, and

screws, nuts, and bolts

3328 Coating, engraving, heat treating,

and allied activities

3329 Other fabricated metal products

3331 Agriculture, construction, and mining machinery

3332 Industrial machinery

3333 Commercial and service industry machinery

FORM BE-12B (REV 9/2017)

Page 19

2017 BENCHMARK SURVEY OF FOREIGN DIRECT INVESTMENT IN THE UNITED STATES

BE-12B INSTRUCTIONS

NOTE: Instructions in section IV are cross referenced by number to the items located on pages 2 to 9.

Authority – This survey is being conducted pursuant to the

International Investment and Trade in Services Survey Act (P.L. 94-472.,

90 Stat. 2059, 22 U.S.C. 3101-3108, as amended, hereinafter “the Act”),

and the ﬁling of reports is MANDATORY pursuant to Section 5(b)(2) of

the Act (22 U.S.C. 3104).

A response is required from persons (in the broad sense, including

companies) subject to the reporting requirements of the BE-12 survey

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).

Notwithstanding any other provision of the law, no person is required

to respond to, nor shall any person be subject to a penalty for failure to

comply with, a collection of information subject to the requirements of the

Paperwork Reduction Act, unless that collection of information displays a

currently valid OMB Control Number. The control number for this survey

is at the top of page 1.

Respondent Burden – Public reporting burden for this BE-12B is

estimated to vary from 2 to 12.5 hours per response, with an average

of 7.5 hours per response, including the time for reviewing instructions,

searching existing data sources, gathering and maintaining the data

needed, and completing and reviewing the collection of information. Send

comments regarding this burden estimate or any other aspect of this

collection of information, including suggestions for reducing this burden,

to Director, Bureau of Economic Analysis (BE-1), U.S. Department of

Commerce, 4600 Silver Hill Road, Washington, DC 20233; and to the

Ofﬁce of Management and Budget, Paperwork Reduction Project 0608-

0042, Washington, DC 20503.

Conﬁdentiality – The Act provides that your report to this Bureau

is CONFIDENTIAL and may be used only for analytical or statistical

purposes. Without your prior written permission, the information ﬁled

in your report CANNOT be presented in a manner that allows it to be

individually identiﬁed. Your report CANNOT be used for purposes of

taxation, investigation, or regulation. Copies retained in your ﬁles are

immune from legal process. Per the Cybersecurity Enhancement Act of

2015, your data are protected from cybersecurity risks through security

monitoring of the BEA information systems.

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.

Foreign ownership interest – All direct and indirect lines of

ownership held by a foreign person in a given U.S. business enterprise

must be summed to determine if the enterprise is a U.S. afﬁliate of the

foreign person for purposes of reporting.

Indirect ownership interest in a U.S. business enterprise is

the product of the direct ownership percentage of the foreign parent in

the ﬁrst U.S. business enterprise in the ownership chain multiplied by that

ﬁrst enterprise’s direct ownership percentage in the second U.S. business

enterprise, multiplied by each succeeding direct ownership percentage of

each other intervening U.S. business enterprise in the ownership chain

between the foreign parent and the given U.S. business enterprise.

Example: In the diagram below, foreign person A owns 100% of the

voting stock of U.S. afﬁliate B; U.S. afﬁliate B owns 50% of the voting stock

of U.S. afﬁliate C; and U.S. afﬁliate C owns 25% of the voting stock of U.S.

afﬁliate D. Therefore, U.S. afﬁliate B is 100% directly owned by foreign

person A; U.S. afﬁliate C is 50% indirectly owned by foreign person A; and

U.S. afﬁliate D is 12.5% indirectly owned by foreign person A.

Calculation of Foreign Ownership

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

business enterprise was established or acquired during the reporting

period.

Beneﬁcial, not record, ownership is the basis of the reporting criteria.

Voting securities, voting stock, and voting interest all have the same

general meaning and are used interchangeably throughout these

instructions and the report forms.

Airline and ship operators – U.S. stations, ticket ofﬁces, and

terminal and port facilities of foreign airlines and ship operators that

provide services ONLY to the foreign airlines’ and ship operators’ own

operation are not required to report. Reports are required when such

enterprises produce signiﬁcant revenues from services provided to

unafﬁliated persons.

Agencies and representative ofﬁces – U.S. representative

ofﬁces, agents, and employees of a foreign person or entity that meet

the criteria outlined below are not considered to be U.S. afﬁliates, and

therefore, 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.

Foreign person A

Foreign

U.S.

100%

↓

U.S. afﬁliate B

100% directly owned

by foreign person A

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

↓ 50%

FORM BE-12B (REV 9/2017)

Page 20

I. REPORTING REQUIREMENTS – Continued

A U.S. presence of a foreign person or entity (or their representative(s)) is

considered a U.S. sales promotion or representative ofﬁce if:

1. It is engaged only in sales promotion, representational activities,

public relations activities, or the gathering of market information,

on behalf of the foreign person or entity;

2. It does not produce revenue (other than funds from the foreign

person or entity to cover its expenses); and

3. It has minimal assets held either in its own name or in the name

of the foreign person or entity.

A U.S. presence of a foreign person or entity (or their representative(s))

that produces revenue for its own account from goods or services it

provides to others is considered a U.S. afﬁliate and is subject to the BE-

12 reporting requirements.

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?

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 — Continue with question c.

No — Skip to question d. NOTE: Your business is hereafter

referred to as a “U.S. afﬁliate.”

c. Do different foreign persons hold a direct and an indirect ownership

interest in this U.S. business enterprise (exception c to the

consolidation rules)? (The consolidation rules are found in instruction

IV.2. starting on page 22.)

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

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

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

the BE-12 report of the U.S. afﬁliate that owns it more than 50

percent. File the BE-12 Claim for Not Filing with page 1 and item

(e) on page 3 completed by May 31, 2018. Notify the U.S. afﬁliate

that owns this afﬁliate more than 50 percent, and have them

consolidate your data into their report.

d. Did any one of the items – Total assets, Sales or gross operating

revenues, or Net income (loss) – for the U.S. afﬁliate (not just the

foreign parent’s share) exceed $60 million at the end of, or for, its

ﬁscal year that ended in calendar year 2017?

¨ 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.

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?

¨ Yes — File Form BE-12A by May 31, 2018.

¨ No — File Form BE-12B by May 31, 2018.

Which 2017 BE-12 Form to File?

At least 10 percent voting interest directly

and/or indirectly owned by a foreign person?

Yes

More than 50 percent of the voting rights owned

by another U.S. afﬁliate at end of the ﬁscal year

ending in calendar year 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 22)?

Yes No

This U.S. afﬁliate must be consolidated on

the BE-12 report of the U.S. afﬁliate that

owns it more than 50 percent. File Form

BE-12 Claim for Not Filing.

Assets, sales, or net income (loss)

greater than $60 million?

Yes No

Majority-owned directly and/or

indirectly by foreign parents?

Yes No

File Form

BE-12B

Assets, sales, or net

income (loss) greater

than $300 million?

Yes No

File Form

BE-12A

File Form

BE-12B

File Form

BE-12C

NOTE: Certain private funds may be exempt from ﬁling.

See www.bea.gov/surveys/privatefunds for more information.

FORM BE-12B (REV 9/2017)

Page 21

I. REPORTING REQUIREMENTS – Continued

2. Who must ﬁle Form BE-12B – 2017 Benchmark Survey

of Foreign Direct Investment in the United States?

A Form BE-12B 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:

a. On a fully consolidated, or, in the case of real estate

investments, an aggregated basis, any one of the

following three items – Total assets (do not net out liabilities),

or Sales or gross operating revenues, excluding sales taxes, or

Net income after provision for U.S. income taxes – for the U.S.

afﬁliate (not just the foreign parent’s share) exceeded $60 million

(positive or negative) at the end of, or for, its ﬁscal year that

ended in calendar year 2017, and EITHER b. OR c. below is

applicable.

b. The ownership or control (both direct and indirect) by all

foreign parents in the voting securities of an incorporated

U.S. business enterprise (or an equivalent interest of an

unincorporated U.S. business enterprise) at the end of the ﬁscal

year that ended in calendar year 2017, was 50 percent or

less (i.e., the voting securities, or equivalent interest were not

majority-owned by foreign parents), or

c. The ownership or control (both direct and indirect) by all foreign

parents in the voting securities of an incorporated U.S. business

enterprise (or an equivalent interest of an unincorporated U.S.

business enterprise) at the end of the ﬁscal year that ended

in calendar year 2017, exceeded 50 percent (i.e., the voting

securities or equivalent interest were majority-owned by foreign

parents), and on a fully consolidated, or, in the case of real

estate investments, on an aggregated basis, none of the

following three items – Total assets (do not net out liabilities),

or Sales or gross operating revenues, excluding sales taxes,

or Net income after provision for U.S. income taxes – for the

U.S. afﬁliate (not just the foreign parent’s share) exceeded $300

million (positive or negative) at the end of, or for, its ﬁscal year

that ended in calendar year 2017.

B. Aggregation of real estate investments – Aggregate all real

estate investments of a foreign person for the purpose of applying

the reporting criteria. Use a single report form to report the aggregate

holdings, unless BEA has granted permission to do otherwise. Those

holdings not aggregated must be reported separately. Real estate is

discussed more fully in instruction V.C. starting on page 28.

C. Aggregated reporting for banks – All U.S. branches and

agencies (including International Banking Facilities) directly owned by a

foreign bank may be aggregated on a single BE-12.

U.S. branches and agencies, directly owned by the foreign parent, that

are aggregated on this report should be counted separately and listed

separately on the Supplement A to this form. See Example A in the next

column.

U.S. branches and agencies, owned by a U.S. bank afﬁliate, should be

consolidated on this report but not counted separately and not listed

separately on the Supplement A to this form. See Example B in the next

column.

Note that subsequent ﬁlings of form BE-15 annual reports and Form

BE-605 quarterly reports with BEA, if required, must be on the same

aggregated basis. If all U.S. branches and agencies directly owned by a

foreign bank are not aggregated on a single report, then each branch or

agency must ﬁle a separate BE-12.

II. DEFINITIONS

A. United States, when used in a geographic sense, means the

several States, the District of Columbia, the Commonwealth of

Puerto Rico, and all territories and possessions of the United States.

B. Foreign, when used in a geographic sense, means that which

is situated outside the United States or which belongs to or is

characteristic of a country other than the United States.

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.

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.

Foreign parent

bank A

Foreign

U.S.

Miami

branch

Los Angeles

branch

New York City

branch

Data for all three branches (Miami, Los Angeles, and New

York City) owned by Foreign parent bank A may be aggregated

on a single BE-12. If aggregated, list all three branches on

the Supplement A. Report “3” as the number of U.S. branches

aggregated for item 9 on page 3.

Example A

Foreign parent

Foreign

U.S.

U.S. bank B

Branch 3

Branch 2

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 9 on page 3.

Example B

Branch 1

FORM BE-12B (REV 9/2017)

Page 22

II. DEFINITIONS – Continued

G. Foreign direct investment in the United States means the

ownership or control, directly or indirectly, by one foreign person of

10 percent or more of the voting securities of an incorporated U.S.

business enterprise or an equivalent interest in an unincorporated

U.S. business enterprise, including a branch.

H. Business enterprise means any organization, association, branch,

or venture which exists for proﬁt making purposes or to otherwise

secure economic advantage, and any ownership of any real estate.

I. Branch means the operations or activities conducted by a person

in a different location in its own name rather than through an

incorporated entity.

J. Afﬁliate means a business enterprise located in one country which

is directly or indirectly owned or controlled by a person of another

country to the extent of 10 percent or more of its voting securities for

an incorporated business enterprise or an equivalent interest for an

unincorporated business enterprise, including a branch.

K. U.S. afﬁliate means an afﬁliate located in the United States in

which a foreign person has a direct investment.

1. Majority-owned U.S. afﬁliate means a U.S. afﬁliate in which

the combined direct and indirect voting interest of all foreign

parents of the U.S. afﬁliate exceeds 50 percent.

2. Minority-owned U.S. afﬁliate means a U.S. afﬁliate in which

the combined direct and indirect voting interest of all foreign

parents of the U.S. afﬁliate is 50 percent or less.

L. Foreign parent is a foreign person that directly or indirectly holds

a voting interest of 10 percent or more in the U.S. afﬁliate. It is the ﬁrst

person outside the United States in a foreign chain of ownership, which

has direct investment in a U.S. business enterprise, including a branch.

M. Afﬁliated foreign group means (i) the foreign parent, (ii) any

foreign person, proceeding up the foreign parent’s ownership chain,

which owns more than 50 percent of the person below it up to and

including that person which is not owned more than 50 percent by

another foreign person, and (iii) any foreign person, proceeding down

the ownership chain(s) of each of these members, which is owned

more than 50 percent by the person above it.

N. U.S. corporation means a business enterprise incorporated in the

United States.

O. Intermediary means any agent, nominee, manager, custodian,

trust, or any person acting in a similar capacity.

P. Ultimate beneﬁcial owner (UBO) is that person, proceeding up

the ownership chain beginning with and including the foreign parent,

that is not more than 50 percent owned or controlled by another

person. Note: Stockholders of a closely or privately held corporation are

normally considered to be an associated group and may be a UBO.

Q. Banking covers business enterprises engaged in deposit banking

or closely related functions, including commercial banks, Edge Act

corporations engaged in international or foreign banking, foreign

branches and agencies of U.S. banks whether or not they accept

deposits abroad, U.S. branches and agencies of foreign banks

whether or not they accept domestic deposits, savings and loans,

savings banks, bank holding companies, and ﬁnancial holding

companies under the Gramm-Leach-Bliley Act.

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.

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.

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.”

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.

B. Required information not available – Make all reasonable

efforts to obtain the information required for reporting. Answer every

item except where speciﬁcally exempt. Indicate when only partial

information is available.

C. Estimates – If actual ﬁgures are not available, provide estimates

and label them as such. When items cannot be fully subdivided as

required, provide totals and an estimated breakdown of the totals.

Certain sections of the Form BE-12B require data that may not

normally be maintained in a company’s customary accounting

records. Precise answers for these items may present the respondent

with a substantial burden beyond what is intended by BEA. This may

be especially true for items 28 and 29, U.S. trade in goods by U.S.

afﬁliate on a shipped basis; items 34 through 50, employment data

disaggregated by State; and items 57 through 62, distribution of

sales or gross operating revenues by whether the sales were goods,

investment income, or services, and the distribution of services

by transactor. Therefore, the answers in these sections may be

reasonable estimates based upon the informed judgment of persons

in the responding organization, sampling techniques, prorations

based on related data, etc. However, the estimating procedures used

should be consistently applied on all BEA surveys.

D. Space on form insufﬁcient – When space on a form is

insufﬁcient to permit a full answer to any item, provide the required

information on supplementary sheets, appropriately labeled and

referenced to the item number on the form.

IV. INSTRUCTIONS FOR SPECIFIC

SECTIONS OF THE REPORT FORM

NOTE: Instructions in section IV. are cross referenced by number to the

items located on pages 2 to 18.

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

the full consolidation of all U.S. business enterprises proceeding

down each ownership chain whose voting securities are more than

50 percent owned by the U.S. business enterprise above. The fully

consolidated entity is considered one U.S. afﬁliate.

A foreign person holding real estate investments that are reportable

on the BE-12 must aggregate all such holdings. See Instruction I.B.

on page 21 and V.C. starting on page 28 for details.

Do not prepare your BE-12 report using the proportionate consolidation

method. Except as noted in 2.b. and 2.c. on page 23, consolidate all

majority-owned U.S. business enterprises into your BE-12 report.

FORM BE-12B (REV 9/2017)

IV. INSTRUCTIONS FOR SPECIFIC SECTIONS

OF THE REPORT FORM – Continued

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 majority-owned subsidiaries, if not consolidated, on the

BE-12B using the equity method of accounting. DO NOT eliminate

intercompany accounts (e.g., receivables or liabilities) for afﬁliates not

consolidated.

Exceptions to consolidated reporting – Note: If a U.S. business

enterprise is not consolidated into another U.S. afﬁliate’s BE-12 report,

then it must be listed on the Supplement B of another U.S. afﬁliate’s

BE-12 report, and each U.S. afﬁliate not consolidated must ﬁle its own

Form BE-12.

a. DO NOT CONSOLIDATE FOREIGN SUBSIDIARIES,

BRANCHES, OPERATIONS, OR INVESTMENTS NO

MATTER WHAT THE PERCENTAGE OWNERSHIP.

Include foreign holdings owned 20 percent or more using the equity

method of accounting. DO NOT report employment, land, and other

property, plant, and equipment and DO NOT eliminate intercompany

accounts (e.g., receivables or liabilities) for holdings reported using

the equity method.

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

Supplement B.

Oil and gas sites owned by U.S. afﬁliates and located outside of U.S.

claimed territorial waters are to be treated as foreign subsidiaries of

the U.S. afﬁliates if they meet one of the following criteria: (1) they are

incorporated in a foreign country; (2) they are set up as a branch; or

(3) they have a physical presence in a foreign country as evidenced by

property, plant and equipment or employees located in that country.

Real estate located outside the United States that is owned by the U.S.

afﬁliate and generates revenues for, or reimbursements to, the U.S.

afﬁliate, or that facilitates the foreign operations of the U.S. afﬁliate is a

foreign subsidiary and should not be consolidated on this BE-12 report.

b. Special consolidation rules apply to U.S. afﬁliates that

are limited partnerships or that have an ownership

interest in a U.S. limited partnership. These rules can

be found on our web site at: www.bea.gov/ltdpartner12. Also

see instruction 8.b. on page 24 for additional information about

partnerships.

c. A U.S. afﬁliate in which a direct ownership interest and an indirect

ownership interest are held by different foreign persons should not

be fully consolidated into another U.S. afﬁliate, but must complete and

ﬁle its own Form BE-12 report. (See diagram below.)

If this exception applies, reﬂect the indirect ownership interest, even

if more than 50 percent, on the balance sheet and income statement

of the owning U.S. afﬁliate’s BE-12 report on an equity basis. For

example, using the situation shown in the diagram above, U.S. afﬁliate

X must treat its 60 percent ownership interest in U.S. afﬁliate Y as an

equity investment. DO NOT eliminate intercompany accounts (e.g.,

receivables or liabilities) for afﬁliates not consolidated.

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.

Special circumstances:

a. U.S. afﬁliates without a ﬁnancial reporting year – If a

U.S. afﬁliate does not have a ﬁnancial reporting year, its ﬁscal year

is deemed to be the same as calendar year 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.

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.

(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.

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.

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.

7 Reporting for a U.S. business that became a U.S.

afﬁliate during ﬁscal year 2017 —

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.

8 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.B. on page

21 and Instruction V.C. on page 28 for details on real estate.

See Instruction I.C. on page 21 for details on banks.

Foreign person B

Foreign person A

U.S. affiliate X

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.

Foreign

U.S.

30%

60%

100%

Page 23

FORM BE-12B (REV 9/2017)

IV. INSTRUCTIONS FOR SPECIFIC SECTIONS

OF THE REPORT FORM – Continued

(2) Indirectly owned – Except as noted in the exceptions to the

consolidation rules above, an indirectly owned unincorporated

U.S. business enterprise that is owned more than 50 percent

(voting interest) by another U.S. afﬁliate should be fully

consolidated on the report with the U.S. afﬁliate that holds the

voting interest greater than 50 percent. An indirectly owned

unincorporated U.S. business enterprise owned 50 percent

(voting interest) or less by another U.S. afﬁliate should ﬁle a

separate BE-12 report if no other U.S. afﬁliate owns a voting

interest of more than 50 percent.

b. Partnerships – Most partnerships are either general

partnerships or limited partnerships. A general partnership usually

consists of at least two general partners who together control

the partnership. A limited partnership usually consists of at least

one general partner and one limited partner. The general partner

usually controls a limited partnership. The limited partner has

a ﬁnancial interest but does not usually have any voting rights

(control) in a limited partnership.

Partners without voting rights (control) cannot have direct

investment in a partnership. Therefore, limited partners do not

usually have direct investment. The existence of direct investment

in a partnership is determined by the percentage of control

exercised by the partner(s). The percentage of control exercised by

a partner may differ from its ﬁnancial interest in the partnership.

(1) General partnerships

Determination of voting interest – “Voting interest”

is deﬁned in instructions 11-15 beginning on this page.

The determination of the percentage of voting interest of a

general partner is based on who controls the partnership. The

percentage of voting interest is not based on the percentage

of ownership in the partnership’s equity. The general partners

are presumed to control a general partnership. Unless

a clause to the contrary is contained in the partnership

agreement, a general partnership is presumed to be controlled

equally by each of the general partners. For example, if a

partnership has two general partners, and nothing to the

contrary is stated in the partnership agreement, each general

partner is presumed to have a 50 percent voting interest.

If there are three general partners, each general partner is

presumed to have a one-third voting interest, etc.

Managing partners – If one general partner is designated

as the managing partner, responsible for the day-to-day

operations of the partnership, this does not necessarily

transfer control of the partnership to the managing partner.

If the managing partner must obtain approval for annual

operating budgets and for decisions relating to signiﬁcant

management issues from the other general partners, then the

managing partner does not have a 100 percent voting interest

in the partnership.

(2) Limited partnerships

(a) Determination of voting interest – “Voting interest”

is deﬁned in instructions 11-15 beginning on this page.

The determination of the percentage of voting interest

in a limited partnership is based on who controls the

partnership. The percentage of voting interest is not

based on the percentage of ownership in the partnership’s

equity. In most cases, the general partner is presumed

to control a limited partnership, and therefore, have a

100 percent voting interest in the limited partnership. If

there is more than one general partner, the partnership is

presumed to be controlled equally by each of the general

partners, unless a clause to the contrary is contained

in the partnership agreement. For example, if a limited

partnership has two general partners, and nothing to the

contrary is stated in the partnership agreement, then each

general partner is presumed to have a 50 percent voting

interest in the limited partnership.

Limited partners do not normally exercise any control over

a limited partnership. Therefore unless a clause to the

contrary is contained in the partnership agreement, 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.

Managing partners – See discussion under

“General Partnerships” to the left.

(b) Consolidation Rules

Special consolidation rules apply to U.S.

afﬁliates that are limited partnerships or that

have an ownership interest in a U.S. limited

partnership. These rules can be found on our web site

at: www.bea.gov/ltdpartner12.

c. Limited Liability Companies (LLCs)

Determination of voting interest – “Voting interest” is

deﬁned in instructions for items 11-15. 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.

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.

10 U.S. afﬁliates NOT consolidated – Report investments in

U.S. business enterprises that are not fully consolidated and that

are owned 20 percent or more using either the equity method of

accounting. 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.

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 at least 10 percent and that are not consolidated in this Form BE-

12B on the Supplement B.

11 – 15 — 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

Page 24

FORM BE-12B (REV 9/2017)

IV. INSTRUCTIONS FOR SPECIFIC SECTIONS

OF THE REPORT FORM – Continued

partner’s interest in a partnership. See instruction 8.b.(1) and 8.b.(2)

(a), to the left, for information about determining the voting interest for

partnerships. See instruction 8c for information about determining the

voting interest for Limited Liability Companies.

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.

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.

17 – 22 – Industry classiﬁcation and total sales of fully

consolidated U.S. afﬁliate

Book publishers and printers – Printing books without publishing

is classiﬁed in international surveys industry (ISI) code 3231 (printing

and related support activities) not ISI code 5111 (newspaper, periodical,

book, and directory publishers).

Real estate investment trusts (REITS) – Report hybrid or

mortgage REITS in ISI code 5252 (Funds, trusts, and other ﬁnancial

vehicles). Report all other REITS in ISI code 5310 (Real estate).

Repos and reverse repos – To report sales by industry (items

17–22), interest income and interest expense associated with repos and

reverse repos should be offset against one another and reported at the

net amount. On the balance sheet, reverse repos should be reported

as assets and included on item 30 (total assets) while repos should be

reported as liabilities and included on item 31 (total liabilities).

If you are required to complete page 8, then in item 59 (investment

income included in gross operating revenues) interest income and

interest expense associated with repos and reverse repos should be

offset against one another and reported at the net amount. However, in

items 55 (interest income from all sources) and 56 (interest expense plus

interest capitalized) interest income and interest expense associated with

repos and reverse repos should be reported at the gross amounts.

24 Employee compensation – Base employee compensation

on payroll records related to activities during the reporting period.

Employee compensation includes wages and salaries and

employee beneﬁt plans.

Wages and salaries are the gross earnings of all employees

before deduction of employees’ payroll withholding taxes, social

insurance contributions, group insurance premiums, union dues, etc.

Include time and piece rate payments, cost of living adjustments,

overtime pay and shift differentials, bonuses, proﬁt sharing amounts,

and commissions. Exclude commissions paid to persons who are

not employees.

Wages and salaries include direct payments by employers for

vacations, sick leave, severance (redundancy) pay, etc. Include

employer contributions to beneﬁt funds. Exclude payments made by,

or on behalf of, beneﬁt funds rather than by the employer.

Wages and salaries include in-kind payments, valued at their

cost, that are clearly and primarily of beneﬁt to the

employees as consumers. Exclude expenditures that beneﬁt

employers as well as employees, such as expenditures for plant

facilities, employee training programs, and reimbursement for

business expenses.

Employee beneﬁt plans are employer expenditures for all

employee beneﬁt plans, including those required by government

statute, those resulting from a collective bargaining contract, or those

that are voluntary. Employee beneﬁt plans include Social Security

and other retirement plans, life and disability insurance, guaranteed

sick pay programs, workers’ compensation insurance, medical

insurance, family allowances, unemployment insurance, severance

pay funds, etc. If plans are ﬁnanced jointly by the employer and the

employee, include only the contributions of the employer.

25 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:

• Costs for routine product testing, quality control, and technical

services unless they are an integral part of an R&D project

• Market research

• Efﬁciency surveys or management studies

• Literary, artistic, or historical projects, such as ﬁlms, music, or

books and other publications

• Prospecting or exploration for natural resources

Basic research is the pursuit of new scientiﬁc knowledge or

understanding that does not have speciﬁc immediate commercial

objectives, although it may be in ﬁelds of present or potential

commercial interest.

Applied research applies the ﬁndings of basic research or other

existing knowledge toward discovering new scientiﬁc knowledge that

has speciﬁc commercial objectives with respect to new products,

services, processes, or methods.

Development is the systematic use of the knowledge or

understanding gained from research or practical experience

directed toward the production or signiﬁcant improvement of useful

products, services, processes, or methods, including the design and

development of prototypes, materials, devices, and systems.

R&D includes the activities described above whether assigned to

separate R&D organizational units of the company or carried out by

company laboratories and technical groups not a part of an R&D

organization.

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

afﬁliate. INCLUDE wages, salaries, and related costs; materials and

supplies consumed; depreciation on R&D property and equipment,

cost of computer software used in R&D activities; utilities, such as

telephone, electricity, water, and gas; travel costs

Page 25

FORM BE-12B (REV 9/2017)

IV. INSTRUCTIONS FOR SPECIFIC SECTIONS

OF THE REPORT FORM – Continued

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.

Does R&D include development of software and

Internet applications?

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.

R&D activity in software INCLUDES:

• 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

• supporting or adapting existing systems

• adding functionality to existing application programs, and

• 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

28 – 29 – U.S. trade in goods by U.S. afﬁliate on a

shipped basis

U.S. trade in goods is the physical movements of goods between the

customs area of the United States and the customs area of a foreign

country. Goods shipped by, or to, the U.S. afﬁliate whether or not they

were actually charged or consigned by, or to, the U.S. afﬁliate, are

considered to be trade of the U.S. afﬁliate.

NOTE: Goods shipped by an independent carrier or a freight forwarder to

or from the United States at the expense of a U.S. afﬁliate are imports or

exports of the U.S. afﬁliate.

Report U.S. trade in goods on a “shipped” basis rather

than a “charged” basis. The shipped basis looks at the physical

movement of goods.

However, U.S. afﬁliates normally keep their accounting records on a

“charged basis.” The “charged” basis may be used if there is no material

difference between it and the “shipped” basis. However, if there is a

material difference, the “shipped” basis must be used or adjustments must

be made to the “charged” basis data to approximate a “shipped” basis. To

adjust “charged” basis data to a “shipped” basis it may be necessary to

look at export and import declarations ﬁled with U.S. customs or shipping

and receiving documents to determine the physical movement of goods.

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.

Timing – Only include goods actually shipped during FY 2017

regardless of when the goods were charged or consigned.

Valuation of exports and imports – Value goods f.a.s. (free

alongside ship) at the port of exit. INCLUDE all costs incurred up to the

point of loading the goods aboard the export carrier at the port of exit,

including the selling price at the interior point of shipment (or cost if not

sold), packaging costs, and inland freight and insurance. EXCLUDE all

subsequent costs such as loading costs, U.S. and foreign import duties,

and freight and insurance from the port of export to the port of entry.

In-transit goods – Exclude the value of any goods that are in-transit.

In-transit goods are goods that are en route from one foreign country to

another via the United States (such as from Canada to Mexico via the

United States), and goods en route from one part of the United States to

another part via a foreign country (such as from Alaska to Washington

State via Canada).

Capital goods – Include capital goods (e.g., manufacturing equipment

used to produce goods for sale) but exclude the value of ships, planes,

railroad rolling stock, and trucks that were temporarily outside the United

States transporting people or merchandise.

Consigned goods – Include consigned goods in the trade ﬁgures

when shipped or received, even though they are not normally recorded

as sales or purchases, or entered into intercompany accounts when

initially consigned.

Electricity, water, and natural gas – Report ONLY the product

value (electricity, water, and natural gas). DO NOT report the service

value (transmission and distribution).

Packaged general use computer software – INCLUDE

exports and imports of packaged general use computer software at full

transaction value, i.e., including both the value of the media on which

the software is recorded and the value of the information contained on

the media. EXCLUDE receipts or payments for customized software

designed to meet the needs of a speciﬁc user. This type of software is

considered a service and should not be reported as trade in goods.

EXCLUDE receipts and payments for software that is transmitted

electronically rather than physically shipped. Also, EXCLUDE negotiated

licensing fees for software to use on networks.

34 – 50 Employment by location – Include all full-time

and part-time employees on the payroll at the end of FY 2017. If

employment at the end of FY 2017, or the count taken at some other

time during 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, give your best estimate.

Location of employees is the U.S. state, territory, or possession in

which the person is permanently employed.

Foreign – Except as noted below, exclude employees located outside

of the United States from items 34–50.

a. Employees normally located in the United States who are

on a temporary duty assignment outside of the country

for one year or less should be reported in the U.S. state

where they are normally located.

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 49. Exclude these employees from the BE-

12 report if they are carried on a foreign payroll.

Page 26

FORM BE-12B (REV 9/2017)

IV. INSTRUCTIONS FOR SPECIFIC SECTIONS

OF THE REPORT FORM – Continued

53 Certain gains (losses) – Note: Read the following

instructions carefully as they are based on economic accounting

concepts and, in some cases, may deviate from accounting

principles.

Report at gross amount before income tax effect.

Report gains (losses) resulting from:

a. Extraordinary, unusual, or infrequently occurring

items that are material. Include losses from

accidental damage or disasters, after estimated insurance

reimbursement. Include other material items, including

writeups, writedowns, and writeoffs of tangible and intangible

assets; and gains (losses) from the sale or other disposition of

capital assets. Exclude legal judgments;

b. Restructuring. Include restructuring costs that reﬂect write

downs or writeoffs of assets or liabilities. EXCLUDE actual

payments, or charges to establish reserves for future actual

payments, such as for severance pay, and fees to accountants,

lawyers, consultants, or other contractors;

c. Sale or disposition of land, other property,

plant and equipment, or other assets, and FASB

ASC 360 (formerly FAS 144) impairment losses.

EXCLUDE gains (losses) from the sale of inventory assets

in the ordinary course of trade or business. Real estate

companies, see special instructions;

d. Sales or other dispositions of ﬁnancial assets, including

investment securities; gains (losses) related to fair

value accounting; FASB ASC 320 (formerly FAS 115)

holding gains (losses) on securities classiﬁed as trading

securities; FASB ASC 320 impairment losses; and gains

and losses derived from derivative instruments;

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 17 through 22;

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)).

Special instructions for real estate companies.

Real estate companies – Include in item 53:

(a) Impairment losses as deﬁned by FASB ASC 360 (formerly FAS

144), and

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

142).

EXCLUDE the revenues earned and expenses incurred from the

sale of real estate you own. Such revenues should be reported

as operating income in items 22 (column 2), 57, and as sales of

goods in item 58.

58 Sales of goods – Goods are outputs that are tangible. Report as

sales of goods:

• Mass produced media, including exposed ﬁlm, video tapes,

DVDs, audio tapes, and CDs.

• Books. NOTE: Book publishers – To the extent feasible, report

as sales of services all revenues associated with the design,

editing, and marketing activities necessary for producing and

distributing books that you both publish and sell. If you cannot

unbundle (i.e., separate) these revenues from the value of the

books you sell, then report your sales as sales of goods or

services based on a best estimate of the value in each.

• 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 60.

• Magazines and periodicals sold in retail stores. NOTE: Report

subscription sales as sales of services in item 60.

• 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 60.

59 Investment income – Report dividends and interest generated

by ﬁnance and insurance subsidiaries or units as investment

income. NOTE: Report commissions and fees as sales of services

in item 60.

60 Sales of services – Services are outputs that are intangible.

Report as sales of services:

• Advertising revenue.

• 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 58.

• 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.

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:

22 Total sales – Include items such as earned premiums,

annuity considerations, dividends, interest, and items of a

similar nature. Exclude income from unconsolidated afﬁliates.

Also exclude income that would be reported in item 53, certain

gains (losses).

Page 27

FORM BE-12B (REV 9/2017)

V. SPECIAL INSTRUCTIONS – Continued

30 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.

31 Total liabilities – Include current items such as loss

liabilities, policy claims, commissions due, other current

liabilities arising from the ordinary course of business, and

long-term debt.

32 Total owners’ equity – Include mandatory securities

valuation reserves that are appropriations of retained earnings.

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 30 and 31.

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.

Residential real estate held exclusively for personal use and not for

proﬁt making purposes is not subject to the reporting requirements.

A residence that is an owner’s primary residence that is then leased

by the owner while outside the United States, but which the owner

intends to reoccupy, is considered real estate held for personal use

and therefore not subject to the reporting requirements. Ownership

of U.S. residential real estate by a corporation whose sole purpose

is to hold the real estate for the personal use of the owner(s) of the

corporation is considered to be real estate held for personal use and

therefore not subject to the reporting requirements.

Aggregation of real estate investments – A foreign person

holding real estate investments that are reportable on the BE-12 must

aggregate all such holdings for the purpose of applying the reporting

criteria (see instruction I.B. on page 21). File a single BE-12B report

covering the aggregated holdings. If on an aggregated basis any one

of the following three items – total assets (do not net out liabilities), or

sales or gross operating revenues, excluding sales taxes, or net income

after provision for U.S. income taxes – exceeds $300 million (positive or

negative) and the foreign voting ownership in the real estate exceeds

50 percent, ﬁle Form BE-12A. If permission has been received in writing

from BEA to ﬁle on an non-aggregated basis, you must report each real

estate investment on a Form BE-12A if a Form BE-12A would have been

required on an aggregated basis. Non-aggregated reports should be ﬁled

as a group and you should inform BEA that they are all for one owner.

On page 1, for the name and address of the U.S. business enterprise,

BEA is not seeking a legal description of the property, nor necessarily

the address of the property itself. Because there may be no operating

business enterprise for a real estate investment, what BEA seeks is a

consistently identiﬁable name for the investment (i.e., the U.S. afﬁliate)

together with an address to which report forms can be mailed so that

the investment (afﬁliate) can be reported on a consistent basis for each

reporting period and for the various BEA surveys.

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-12B that may not apply

to certain types of real estate investments, such as the employer

identiﬁcation number, the number of employees, and exports and

imports. In such cases, enter zero or leave item blank as appropriate.

D. Joint ventures and partnerships – If a foreign person has

a direct or indirect voting ownership interest of 10 percent or more

in a joint venture, partnership, etc., that is formed to own and hold,

develop, or operate real estate, the joint venture, partnership, etc., in

its entirety, not just the foreign person’s share, is a U.S. afﬁliate and

must be reported as follows:

1. If the foreign interest in the U.S. afﬁliate is directly held by the

foreign person then a BE-12 report must be ﬁled by the afﬁliate

(subject to the aggregation rules discussed above).

2. If a voting interest of more than 50 percent in the U.S. afﬁliate is

owned by another U.S. afﬁliate, the owned afﬁliate must be fully

consolidated in the BE-12 report of the owning afﬁliate.

3. If a voting interest of 50 percent or less in the U.S. afﬁliate is

owned by another U.S. afﬁliate, and no U.S. afﬁliate owns a

voting interest of more than 50 percent, then a separate BE-12

report must be ﬁled by the owned afﬁliate. The BE-12 report(s)

of the owning afﬁliate(s) must show an equity investment in the

owned afﬁliate.

E. Farms – For farms that are not operated by their foreign owners,

income and related items should be prepared based on the extent

to which the income from the farm accrues to, and the expenses of

the farm are borne by, the owner. Generally this means that income,

expenses, and gain (loss) assignable to the owner should reﬂect

the extent to which the risk of the operation falls on the owner. For

example, even though the operator and other workers on the farm

are hired by a management ﬁrm, if their wages and salaries are

assigned to, and borne by, the farm operation being reported, then

the operator and other workers should be reported as employees of

that farm operation and the wages and salaries should be treated

as an expense.

EXAMPLES:

1. If the farm is leased to an operator for a ﬁxed fee, the owner

should report the ﬁxed fee in “total sales” and should treat the

non-operating expenses that he or she may be responsible for,

such as real estate taxes, interest on loans, etc., as expenses.

2. If the farm is operated by a management ﬁrm that oversees the

operation of the farm and hires an operator, but the operating

income and expenses are assigned to the owner, the income

and expenses so assigned should be shown in the requested

detail for income related items. (The report should not show

just one item, i.e., the net of income less the management fee,

where the management fee includes all expenses.)

F. Estates, trusts, and intermediaries

A foreign estate is a person and therefore may have direct

investment, and the estate, not the beneﬁciary, is considered to

be the owner.

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.

Page 28

FORM BE-12B (REV 9/2017)

V. SPECIAL INSTRUCTIONS – Continued

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.

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.

3. If an owner or employee of a business enterprise resides outside

the country of location of the enterprise for one year or more for

the purpose of furthering the business of the enterprise, and the

country of the business enterprise is the country of citizenship

of the owner or employee, then such owner or employee is

considered a resident of the country of citizenship, provided

there is the intent to return to the country of citizenship within a

reasonable period of time.

4. Individuals and members of their immediate family who

are residing outside their country of citizenship as a

result of employment by the government of that country

– diplomats, consular ofﬁcials, members of the armed

forces, etc. – are considered to be residents of their

country of citizenship.

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 be12/15@bea.gov. Forms are accessible through eFile or

can be obtained from BEA’s 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 10K when ﬁling the BE-12 report. If you do not publish

an annual stockholders’ report or ﬁle Form 10K, provide any ﬁnancial

statements that may be prepared, including the accompanying notes.

Information contained in these statements is useful in reviewing your

report and may reduce the need for further contact. Section 5(c) of

the International Investment and Trade in Services Survey Act, Public

Law 94-472, 90 Stat. 2059, 22 U.S.C. 3101-3108, as amended,

provides that this information can be used for analytical and

statistical purposes only and that it must be held strictly conﬁdential.

F. 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.

Page 29

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