Fill - Free fillable Part III Investment and Transactions Between U.S. Afliate (Bureau of Economic Analysis) PDF form

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

3012

3013

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

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