BE-12B Benchmark Survey of Foreign Direct Investment in

Benchmark Survey of Foreign Direct Investment in the United States - 2022

2017 BE-12B

Benchmark Survey of Foreign Direct Investment in the United States - 2017

OMB: 0608-0042

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FORM BE-12B (REV 9/2017)

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

*Do not enter Social Security Number as Identification Number

2017 BENCHMARK SURVEY OF FOREIGN DIRECT INVESTMENT IN THE UNITED STATES
MANDATORY — CONFIDENTIAL
FORM BE–12B
Name and address of U.S. business enterprise

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
(301) 278–9500
Fax reports to:
Assistance: 	

1002

Name of U.S. affiliate
0

1010

c/o (care of)
0

1003

Street or P.O. Box
0

1004

0998

City

0

1005

ZIP Code

OR
Or

0

E-mail: be12/15@bea.gov
Telephone: (301) 278-9247
Copies of blank forms: www.bea.gov/fdi

State

Foreign Postal Code

Include your BE–12 Identification Number with all requests.
Response required
A response is required from persons subject to the reporting requirements of the BE-12 for 2017 whether or not they are contacted by BEA.
Who must file BE-12B:
Those majority-owned U.S. affiliates with any of
AND
Those minority-owned U.S. affiliates with any of
the following items exceeding $60 million, but with
the following items exceeding $60 million (positive
none of the items exceeding $300 million (positive or negative):
or negative):
• Total assets
• Total assets
• Sales or gross operating revenues
• Sales or gross operating revenues
• Net income
• 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.
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.

CONTACT INFORMATION

CERTIFICATION

Provide information of person to consult about this report:
Name

The undersigned official certifies that this report has been prepared
in accordance with the applicable instructions, is complete, and is
substantially accurate including estimates that may have been provided.

Street 1

Signature of Authorized Official

Street 2

Name

0
1000
0

Date
0

1029
0

0

1030

0990

City
0

State

Zip

Title
0
0991

1031

Telephone Number
0

Extension

Telephone Number

0

0

Extension
0

0992

1001

Fax Number

Fax Number

0

0
0993

0999

E-mail Address
0
1028

NOTE: BEA uses a Secure Messaging System to correspond with you via encrypted message to discuss questions relating to this form. We may use
your e-mail address for survey-related announcements and to inform you about secure messages. When communicating with BEA by e-mail, please do
not include any confidential business or personal information.
FORM BE-12B (REV 9/2017)

Part I – Identification of U.S. Affiliate
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).
$ Bil.
Do not enter amounts in the shaded portions of each item.
Example — If amount is $1,334,891.00 report as:...............................................................................................

Mil.

Thous.

Dols.

1

335

000

1 	 Which financial reporting standards will you use to complete this BE–12 report?
NOTE — The BE-12 report should be completed using U.S. Generally Accepted Accounting Principles (U.S. GAAP). If using U.S.
GAAP to complete this report is highly burdensome, or otherwise not feasible, you may use other financial reporting standards,
preferably with adjustments to correct for any material differences between U.S. GAAP and the reporting standards used.
1399 1
1

1

1
2

3

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)?
1400 1

1

Yes	 If “Yes” — Do not complete this report unless exception 2.c. described in the consolidation rules applies. This exception states
that a U.S. affiliate in which a direct ownership interest and an indirect ownership interest are held by different foreign persons
should not be fully consolidated into another U.S. affiliate, but must complete and file its own Form BE-12 report. See diagram
on page 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

1

2

No	

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

CONSOLIDATION OF U.S. AFFILIATES
Foreign parent

Foreign

10 to 100 percent

United States
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.

U.S. business enterprise A
> 50 percent

U.S. business enterprise B

FORM BE-12B (REV 9/2017)

Page 2

Part I – Identification of U.S. Affiliate - Continued
3 	 Enter Employer Identification Number(s) used by the U.S. affiliate to file income and payroll taxes.
Other

Primary
1006 1

2

–

–

4 	 Does this U.S. affiliate have a Legal Entity Identifier (LEI)?
1034

1
	

1

Yes	 If “Yes” — Enter the 20-digit LEI of the U.S. affiliate
1035 1

1
	

2

No

5 	 Is the U.S. affiliate a publicly traded company? (Answer “No” if the U.S. affiliate is not a publicly traded company, even if a foreign parent or
ultimate beneficial owner (UBO) is.)
1036 1
	

1

Yes	 If “Yes” —
What stock exchange is the U.S. affiliate listed on?...................

1
1037
1

What is the U.S. affiliate’s ticker symbol?................................... 	1038
1
	

2

No

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.
1

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

Day
Year
MM/DD/YYYY

1007

Example — If the fiscal year ended on March 31, report for the 12-month period that ended March 31, 2017.
NOTE — Affiliates with a fiscal year that ended within the first week of January 2018 are considered to have a 2017 fiscal year and should
report December 31, 2017 as their 2017 fiscal year end.
7 	 Did the U.S. business enterprise become a U.S. affiliate during its fiscal year that ended in calendar year 2017?
1008 1
1

1 2

Yes	 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.................................... 	 1009

Day
Year
MM/DD/YYYY
1

No

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?
1011 1

1

1

2

Yes	
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.
1012

1

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

FORM BE-12B (REV 9/2017)

Page 3

Part I – Identification of U.S. Affiliate – Continued
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.
1013

1

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).
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

Country of
foreign parent

Name of each direct owner

BEA
USE
ONLY

Close FY 2017 Close FY 2016
(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.
11

--Select Country-1017

12

--Select Country-1018

1

___

.

_%

___

.

_%

3

1

___

.

_ % 2_ _ _

.

_%

3

.

_%

3

2

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.
13

--Select Country-1063

14

1064
--Select Country--

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

1061

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

1

___

.

_% _ _ _

1

___

.

_%

___

.

_%

3

1

___

.

_% _ _ _

.

_%

3

2

2
2

100.0%

100.0%

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

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

Example 2 – Ownership held directly by all U.S. affiliates of the foreign
parent(s)
Foreign company X

Foreign parent
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.

Foreign
United States
U.S. affiliate

U.S. affiliate B

BEA USE ONLY
1200

1

2

3

4

5

1201

1

2

3

4

5

1202

1

2

3

4

5

1203

1

2

3

4

5

FORM BE-12B (REV 9/2017)

Page 4

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

Ownership held directly by
foreign parent(s) of this U.S.
affiliate – Give name of each
foreign parent with direct
ownership.

Country of
incorporation or
organization (if a
business enterprise)
or residence (if an
individual). For
individuals, see
instruction V.G. on
page 29.

Voting Interest
Close FY
2017

Close FY
2016

1

2

1019

--Select Country--

%

%

1020

--Select Country--

%

%

1021

--Select Country--

%

%

1022

--Select Country--

%

%

1023

--Select Country--

%

%

1024

--Select Country--

%

%

1025

--Select Country--

%

%

1026

--Select Country--

%

%

BEA
USE
ONLY

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

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.

Voting Interest
Close FY
2017

Close FY
2016

1

2

--Select Country--

%

%

--Select Country--

%

%

1067

--Select Country--

%

%

1068

--Select Country--

%

%

1069

--Select Country--

%

%

1065

1066

BEA
USE
ONLY

Part II – Financial and Operating Data of U.S. Affiliate
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.”)
1163

0

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
INCLUDE

EXCLUDE
• 	 Investment gains and losses reported in item 53 .

• 	 Total sales or gross operating revenues, excluding sales taxes,
returns, allowances, and discounts.

• 	 Sales or consumption taxes levied directly on the consumer.

• 	 Fees and commissions.

• 	 Excise taxes levied directly on manufacturers, wholesalers, and
retailers.

• 	 Revenues generated during the year from the operations of a
discontinued business segment.

• 	 Gains or losses from DISPOSALS of discontinued operations
and gains and losses from derivative instruments (report as
certain gains (losses) in item 53 ).

• 	 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.

• 	 Dividends and interest earned by non-finance and noninsurance companies and units.

• 	 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.

(1)
--Select ISI CODE--

17 	 Enter code of industry with largest sales.......................................................................................................
--Select ISI CODE--

18 	 Enter code of industry with 2nd largest sales . .............................................................................................
19 	 Enter code of industry with 3rd largest sales.................................................................................................
--Select ISI CODE--

20 	 Enter code of industry with 4th largest

Sales
(2)

ISI code

22 	 Total sales or gross operating revenues (excluding sales taxes) – Sum of items 17 through 21 ,
column 2........................................................................................................................................................

2

1

2

1

2

1

2

1164
1165
1166

--Select ISI CODE-sales.................................................................................................
1167

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

$ Bil. Mil. Thous. Dols.

1

2

2

1

000
000
000
000

1174

$ Bil. Mil. Thous. Dols.
1

23 	 Net income (loss) – After provision for U.S. Federal, state, and local income taxes.........................................................
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.....................................................................................................................................................................
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.............................................................................................
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......................................
27 	 Gross book value of all land and other property, plant, and equipment at close of FY 2017.......................................

000

2159
1

000

2253
1

000

2403
1

000

2390
1

000

2397
1

BEA USE ONLY
Page 5

000

1173

Section B – OTHER FINANCIAL AND OPERATING DATA FOR FY 2017

FORM BE-12B (REV 9/2017)

000

2596

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

$ Bil. Mil. Thous. Dols.
1

000

2502
1

29 	 Imports, including capital goods – Shipped to U.S. affiliate by foreign persons (valued f.a.s. foreign port).................... 2515

Section D – BALANCE SHEET
Close FY 2017

Insurance companies – see special instructions starting on page 27.

$ Bil. Mil. Thous. Dols.
1

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

000

2109
1

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

000

2114

1 3

Check box if total liabilities are zero

1

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

2120

000

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)

Page 6

000

Part II – Financial and Operating Data of U.S. Affiliate – Continued
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.
1102

1
1

1

1

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

2

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.

3

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

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

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

(1)

BEA
USE
ONLY

Number of
employees at close
of FY 2017

(2)

(3)

If U.S. affiliate is
majority-owned by
foreign parent(s),
report the portion
of employees in
column (3) that
are manufacturing
employees

34
1

2

--Select State--

3

(5)

Number
4

$ Bil.

4

5

2

3

4

5

2

3

4

5

2

3

4

5

2

3

4

5

2

3

4

5

2

3

4

5

2

3

4

5

2

3

4

5

2

3

4

5

2

3

4

5

2

3

4

5

2

3

4

5

--Select State--

2

3

4

5

2

3

4

5

49

Employment and property,
plant, and equipment not
accounted for above

2

3

4

5

50

TOTAL — Sum of items 34
through 49

36
1

37
1

38
1

39
1

40
1

41
1

42
1

43
1

44
1

45
1

46
1

47
1

48
1

1

Thous.

$ Bil. Mil. Thous. Dols.
6

--Select State--

000
6

000

--Select State--

000
6

000

--Select State--

000
6

000

--Select State--

000
6

000

--Select State--

000
6

000

--Select State--

000
6

000

--Select State--

000
6

000

--Select State--

000
6

000

--Select State--

000
6

000

--Select State--

000
6

000

--Select State--

000
6

000

--Select State--

000
6

000

--Select State--

000
6

000

000
6

000

000
6

000

2764

000

2700

Page 7

2598

000

Number of administrative
and other auxiliary employees
3

1

BEA USE ONLY

000
6

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.......................................................................................... 1178

FORM BE-12B (REV 9/2017)

(6)
Dols.

000
3

35

Mil.

5

2

1

If U.S. affiliate is
majority-owned by
foreign parent(s),
report the portion
of column (5) that is
commercial property

Total equals item 27 .

(4)

Number
1

Gross book value
(historical cost) of all land
and other property, plant,
and equipment wherever
carried on balance sheet,
FY 2017 closing balance

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

1

1

Yes – Continue with item 53 .

1

2	

No – Skip to item 63 , then continue on page 9.

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

$ Bil.

Mil.

Thous. Dols.

1

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..... 2151

000
1

54 	 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....................................................... 2156

000
1

55 	 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 ).......................................................................................... 2400

000
1

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 )....... 2401

000
1

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.

57 	 Total sales or gross operating revenues, excluding sales taxes —
Equals item 22 , column 2, and also sum of items 58 through 60 ...............................................................................

2243

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

2244

59 	 Investment income included in gross operating revenues. Include ALL interest and dividends generated by
finance and insurance subsidiaries or units......................................................................................................................

2245

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

2246

61

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

2247

62

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

2257

1

000
1

000
1

000
1

• 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.
1

Yes

FORM BE-12B (REV 9/2017)

1

2

No

Page 8

000
000

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?

1

Thous. Dols.

1

CROSS-BORDER SERVICES TRANSACTIONS

1186

Mil.

1

000

Part III – Investment and Transactions Between U.S. Affiliate and Affiliated Foreign Group
Name of U.S. business enterprise shown on
page 1 of this BE-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)
1

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

BEA USE ONLY
Control number
­−

3010

65 	 Enter name of foreign parent being reported in this Part III. If the foreign parent is an individual enter “individual.”
0
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.
3012

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

1

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 1

67 	 If item 66 is marked direct –
Give percent of –

a. Voting interest owned . .................................. 3014

Close FY 2017 Close FY 2016 “Voting interest” and “equity interest” are defined in
instructions 11–15 starting on page 24. If the U.S.
(1)
(2)
affiliate is a partnership or Limited Liability Company
1
2
also see instructions 8.b. and 8.c. on page 24.
___ ___ ___ . ___% ___ ___ ___ . ___%
1

b. Equity interest owned ................................... 3015

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 .

___ ___ ___ . ___% ___ ___ ___ . ___%

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.......................

--Select Country--

b. 	is located, if a business enterprise and the
country is different from that in item  68a .........

--Select Country--

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

1

--Select Industry--

FORM BE-12B (REV 9/2017)

Page 9

3016

1

3017

1

Part III – Investment and Transactions Between U.S. Affiliate and Affiliated Foreign Group – Continued
FOREIGN PARENT AND UBO INDUSTRY CODES
Note: “ISI codes” are International Surveys Industry codes, as given in the Guide to Industry
Classifications for International Surveys, 2017.
01 		Government and government-owned or -sponsored
enterprise, or quasi-government organization or
agency
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)

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)

Page 10

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.
3019

1
1

1

Yes – (example 1 below) – Skip to 73

2

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

0

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.

BEA USE ONLY
3022 1

--Select Country-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

NOT use code “14” for UBO.
--SelectDO
Industry--

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.
Foreign

1 to 50 percent

Foreign parent = UBO

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

Foreign company Y is the foreign parent
of the U.S. affiliate; foreign company X
is the UBO. The foreign parent is not
the UBO if the foreign parent is more
than 50 percent owned or controlled by
another person or entity.
Foreign

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.

>50 Percent

Foreign company Z
(Foreign parent)

Foreign company Y
(Foreign parent)

Foreign

United States

United States
U.S. affiliate

FORM BE-12B (REV 9/2017)

>50 Percent

U.S. company C
(UBO)
Page 11

U.S. affiliate

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

Amounts reported in Sections B, C, D, and E must be for the fully consolidated U.S. affiliate.
The consolidation rules are found starting on page 22.
74 	 Copy your answer from item 66 to the appropriate box below and follow the applicable instructions.
a.

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

b.

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

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

$ Bil.

Mil.

Thous. Dols.

1

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 ........ 3085

000
1

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............................................................................................... 3073

000
1

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?........................................................................................................................................................ 3075
1

BEA USE ONLY

Section C – EQUITY HOLDINGS IN THE U.S. AFFILIATE BY THE FOREIGN PARENT
NAMED IN ITEM 65

FY 2016
(Unrestated)

FY 2017

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

(1)

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........................................................

3074

$ Bil.

Mil.

(2)

Thous. Dols. $ Bil.

1

000
2

1

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

000

3060

Thous. Dols.

2

000

3058

Mil.

1

000
2

80 	 Other, including accumulated other comprehensive income and treasury stock?
Specify major items
000

3062
1

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.......................................

FORM BE-12B (REV 9/2017)

Page 12

3063

000
2

000

000

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

FORM BE-12B (REV 9/2017)

Page 13

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:

$ Bil.

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? ...................................................................................... 3065

1

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? ................................................................................................................ 3066

1

83 	 What is the total transaction value of the change in the
foreign parent’s equity interest in the U.S. affiliate?.................................................................................................... 3071

1

Mil.

Thous. Dols.

000

000

000

This item should equal  82a  MINUS  82b .
For sale or termination
of operations
( 82b )

For acquisition
( 82a )

84 	 For items  82a  and  82b , what are the amounts by
which the transaction values reported in those items:

$ Bil.

Mil.

Thous. Dols. $ Bil.

1

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

Thous. Dols.

000

3090
1

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

Mil.

2

000
2

000

3091

000

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.

BEA
USE
ONLY

3200

1

2

3

4

3201

1

2

3

4

FORM BE-12B (REV 9/2017)

Page 14

Part III – Investment and Transactions Between U.S. Affiliate and Affiliated Foreign Group – Continued
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?
TOTAL short- and long-term payables
Payable/expensed to:

Close FY 2017
$ Bil.

Mil.

Thous.

Interest expense

Close FY 2016
Dols.

$ Bil.

Mil.

FY 2017

Thous.

Dols.

$ Bil.

2

1

000

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

000

000

000

2

1

3

0 000

0 000

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

Dols.

3

000

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

Thous.

000
2

1

Mil.

3

0 000

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?
TOTAL short- and long-term receivables
Close FY 2017

Receivable/income from:
$ Bil.

Mil.

Thous.

Interest income

Close FY 2016
Dols.

$ Bil.

Mil.

FY 2017

Thous.

Dols.

$ Bil.

2

1

000

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

000
000

000

2

1

3

0 000

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

0 000

0 000

Identifying the Affiliated Foreign Group
The affiliated foreign group (AFG) consists of

Affiliated Foreign Group

• The foreign parent (FP), which is the first Foreign Entity
(B) outside the United States, proceeding up a chain of
ownership, that has 10 percent or more voting interest in
the U.S. affiliate, and

FAFP
Foreign Entity (A)
>50% voting interest

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

°	

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:

>50% voting interest

Foreign Parent (FP)
Foreign Entity (B)

Any Foreign Entity (A), proceeding up the foreign
parent’s ownership chain, that has more than 50
percent direct voting interest in the entity below it,
up to and including that entity in which no other
foreign entity has more than 50 percent direct
voting interest, and

FAFP
Foreign Entity (C)

>50% voting interest
FAFP
Foreign Entity (D)
≥10%
voting
interest

• Any Foreign Entity (E) proceeding down the FP’s or
FAFP’s ownership chain in which neither the FP nor any
FAFP has more than 50 percent direct voting interest, or

≤50% voting interest
Foreign Entity (E)

Foreign
United States

• Any U.S. entity.
The U.S. Affliate

BEA USE ONLY

FORM BE-12B (REV 9/2017)

Page 15

Dols.

3

000

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

Thous.

000

2

1

Mil.

3

3064

1

2

3084

1

2

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

BE-12 Supplement A (2017)

FORM
(REV. 9/2017)

U.S. DEPARTMENT OF COMMERCE

BUREAU OF ECONOMIC ANALYSIS

LIST OF ALL U.S. BUSINESS ENTERPRISES FULLY CONSOLIDATED INTO THE REPORTING U.S. AFFILIATE
NOTE –	 If you 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 9
on page 3. Continue listing onto as many additional copied pages as necessary.
If the affiliate has
changed since the last
report, please select
the reason. If it is new,
please select "New".
1

5116

5120
5121
5122
5123
5124
5125
5126
5127
5128
5129
5130
5131
5132
5133

Name of U.S. business enterprise which holds
the direct ownership interest in the U.S.
business enterprise listed in column 1
(3)

1

–
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)
5

2

3

–

4

5

2

3

–

4

5

2

3

–

4

5

2

3

–

4

5

2

3

–

4

5

2

3

–

4

5

2

3

–

4

5

2

3

–

4

5

2

3

–

4

5

2

3

–

4

5

2

3

–

4

5

2

3

–

4

5

2

3

–

4

5

2

3

–

4

5

2

3

–

4

5

2

3

–

4

5

2

3

–

4

5

2

3

–

4

5

2

3

–

4

5

1

2

3

–

4

5

1

2

3

4

5

1

2

3

4

5

1
1
1
1
1

5119

5110

4

5117
5118

(2)

Primary Employer Identification Number as
shown in item 3 on page 3.

–

1

5115

(1)

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

3

5112

5114

Employer Identification Number
used to file income and
payroll taxes

Page number

2

5111

5113

Name of each U.S. business enterprise consolidated
(as represented in item 9   on page 3)

BEA USE ONLY

1
1
1

--Select Reason---Select Reason--

--Select Reason--

--Select Reason--

--Select Reason--

--Select Reason---Select Reason---Select Reason---Select Reason---Select Reason--

1

--Select Reason-1

--Select Reason--

1

--Select Reason-1
1
1
1
1
1

--Select Reason---Select Reason--

--Select Reason---Select Reason---Select Reason---Select Reason--

1

--Select Reason--

–
If you need to file more lines, use the separate
Excel Supplement file provided on the website
–
Page 16

. %
. %
. %
. %
. %
. %
. %
. %
. %
. %
. %
. %
. %
. %
. %
. %
. %
. %
. %
. %
. %
. %
. %

BEA USE
ONLY
Y
6
6
6
6
6
6
6
6
6
6
6
6
6
6
6
6
6
6
6
6

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

BE-12 Supplement B (2017)

FORM
(REV. 9/2017)

U.S. DEPARTMENT OF COMMERCE
BUREAU OF ECONOMIC ANALYSIS

LIST OF ALL U.S. AFFILIATES IN WHICH THE REPORTING AFFILIATE (AS CONSOLIDATED) HAS A DIRECT
OWNERSHIP INTEREST BUT WHICH ARE NOT FULLY CONSOLIDATED

BEA USE ONLY



Page number

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



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.
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.
If the affiliate has
changed
since the
lastY
BEA USE
ONLY
report, please select
the reason. If it is new,
please select "New".

Address
Provide number, street, city, state,
and ZIP Code

Name of each U.S. affiliate in which a direct
interest is held but that is not listed in
Supplement A
(1)

1

2

Employer Identification Number
used to file income and
payroll taxes

(2)

(3)

3

5

3

5

--Select Reason-2

--Select Reason-1

2

3

5

3

5

--Select Reason--

6213
1

2

--Select Reason-1

2

3

1

2

1

2

1

2

3

5

--Select Reason-1

2

--Select Reason-1

2

3

5

3

5

--Select Reason-1

2

--Select Reason-FORM BE-12B (REV 9/2017)

.

Page 17

%

7

.

%

6

7

.

%

6

7

.

%

6

–

6221

7

6

–

6220

%

6

–

6219

%

7

.

–

6218

7

.

–
5

%

6

5

3

%

7

.

–

--Select Reason--

6217

.

6

5

3

7

6

–

--Select Reason--

6216

%

6

5

3

%

7

.

–

--Select Reason--

6215

.

–

6214

7

6

–

6212

BEA USE
ONLY
Y

(4)
6

–

6211
1

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.

7

.

%

Summary of Industry Classifications – For a full explanation of each code see www.bea.gov/naics2017
Agriculture, Forestry, Fishing, and Hunting
1110 	
1120 	
1130 	
1140 	
1150 	

Crop production
Animal production and aquaculture
Forestry and logging
Fishing, hunting, and trapping
Support activities for agriculture and forestry

Mining
2111 	
2121 	
2123 	
2124 	
2125 	
2126 	
2127 	
2132 	
2133 	

Oil and gas extraction
Coal
Nonmetallic minerals
Iron ores
Gold and silver ores
Copper, nickel, lead, and zinc ores
Other metal ores
Support activities for oil and gas operations
Support activities for mining, except
for oil and gas operations

Utilities

2211 	 Electric power generation,
transmission, and distribution
2212 	 Natural gas distribution
2213 	 Water, sewage, and other systems

Construction
2360 	 Construction of buildings
2370 	 Heavy and civil engineering construction
2380 	 Specialty trade contractors

Manufacturing
3111 	
3112 	
3113 	
3114 	
3115 	
3116 	
3117 	
3118 	
3119 	
3121 	
3122 	
3130 	
3140 	
3150 	
3160 	
3210 	
3221 	
3222 	
3231 	
3242 	
3243 	
3244 	
3251 	
3252 	
3253 	
3254 	
3255 	
3256 	
3259 	
3261 	
3262 	
3271 	
3272 	
3273 	
3274 	
3279 	
3311 	
3312 	
3313 	
3314 	
3315 	
3321 	
3322 	
3323 	
3324 	
3325 	
3326 	
3327 	
3328 	
3329 	
3331 	
3332 	
3333 	

Animal foods
Grain and oilseed milling
Sugar and confectionery products
Fruit and vegetable preserving and
specialty foods
Dairy products
Meat products
Seafood product preparation and packaging
Bakery products and tortillas
Other food products
Beverages
Tobacco
Textile mills
Textile product mills
Apparel
Leather and allied products
Wood products
Pulp, paper, and paperboard mills
Converted paper products
Printing and related support activities
Integrated petroleum refining and extraction
Petroleum refining without extraction
Asphalt and other petroleum and
coal products
Basic chemicals
Resins, synthetic rubbers, and artificial
and synthetic fibers and filaments
Pesticides, fertilizers, and other
agricultural chemicals
Pharmaceuticals and medicines
Paints, coatings, and adhesives
Soap, cleaning compounds, and
toilet preparations
Other chemical products and preparations
Plastics products
Rubber products
Clay products and refractories
Glass and glass products
Cement and concrete products
Lime and gypsum products
Other nonmetallic mineral products
Iron and steel mills
Steel products from purchased steel
Alumina and aluminum production
and processing
Nonferrous metal (except aluminum)
production and processing
Foundries
Forging and stamping
Cutlery and hand tools
Architectural and structural metals
Boilers, tanks, and shipping containers
Hardware
Spring and wire products
Machine shop products, turned products, and 	
screws, nuts, and bolts
Coating, engraving, heat treating,
and allied activities
Other fabricated metal products
Agriculture, construction, and mining machinery
Industrial machinery
Commercial and service industry machinery

FORM BE-12B (REV 9/2017)

3334 	 Ventilation, heating, air-conditioning,
and commercial refrigeration equipment
3335	 Metalworking machinery
3336 	 Engines, turbines, and power
transmission equipment
3339 	 Other general purpose machinery
3341 	 Computer and peripheral equipment
3342 	 Communications equipment
3343 	 Audio and video equipment
3344 	 Semiconductors and other
electronic components
3345 	 Navigational, measuring, electromedical,
and control instruments
3346 	 Manufacturing and reproducing
magnetic and optical media
3351 	 Electric lighting equipment
3352 	 Household appliances
3353 	 Electrical equipment
3359 	 Other electrical equipment and components
3361 	 Motor vehicles
3362 	 Motor vehicle bodies and trailers
3363 	 Motor vehicle parts
3364 	 Aerospace products and parts
3365 	 Railroad rolling stock
3366 	 Ship and boat building
3369 	 Other transportation equipment
3370 	 Furniture and related products
3391 	 Medical equipment and supplies
3399 	 Other miscellaneous manufacturing

Wholesale Trade, Durable Goods

4231 	 Motor vehicle and motor vehicle
parts and supplies
4232 	 Furniture and home furnishing
4233 	 Lumber and other construction materials
4234 	 Professional and commercial
equipment and supplies
4235 	 Metal and mineral (except petroleum)
4236 	 Household appliances and electrical and
electronic goods
4237 	 Hardware, and plumbing and heating
equipment and supplies
4238 	 Machinery, equipment, and supplies
4239 	 Miscellaneous durable goods

Wholesale Trade, Nondurable Goods
4241 	
4242 	
4243 	
4244 	
4245 	
4246 	
4247 	
4248 	
4249 	

Paper and paper product
Drugs and druggists’ sundries
Apparel, piece goods, and notions
Grocery and related product
Farm product raw material
Chemical and allied products
Petroleum and petroleum products
Beer, wine, and distilled alcoholic beverage
Miscellaneous nondurable goods

Wholesale Trade, Electronic Markets
and Agents And Brokers
4251 	 Wholesale electronic markets and
agents and brokers

Retail Trade
4410 	
4420 	
4431 	
4440 	
4450 	
4461 	
4471 	
4480 	
4510 	
4520 	
4530 	
4540 	

Motor vehicle and parts dealers
Furniture and home furnishings
Electronics and appliance
Building material and garden equipment
and supplies dealers
Food and beverage
Health and personal care
Gasoline stations
Clothing and clothing accessories
Sporting goods, hobby, book, and music
General merchandise
Miscellaneous store retailers
Non-store retailers

Transportation and Warehousing
4810 	
4821 	
4833 	
4839 	
4840 	
4850 	
4863 	
4868 	
4870 	
4880 	
4920 	
4932 	
4939 	

Air transportation
Rail transportation
Petroleum tanker operations
Other water transportation
Truck transportation
Transit and ground passenger transportation
Pipeline transportation of crude oil,
refined petroleum products, and natural gas
Other pipeline transportation
Scenic and sightseeing transportation
Support activities for transportation
Couriers and messengers
Petroleum storage for hire
Other warehousing and storage

Information

5111 	 Newspaper, periodical, book, and
directory publishers
5112 	 Software publishers
5121 	 Motion picture and video industries
5122 	 Sound recording industries
Page 18

5151 	
5152 	
5173 	
5174 	
5179 	
5182 	
5191 	

Radio and television broadcasting
Cable and other subscription programming
Wired and wireless telecommunications carriers
Satellite telecommunications
Other telecommunications
Data processing, hosting, and related services
Other information services

Finance and Insurance
5221 	 Depository credit intermediation (Banking)
5223 	 Activities related to credit intermediation
5224 	 Non-depository credit intermediation, except
branches and agencies
5229 	 Non-depository branches and agencies
5231 	 Securities and commodity contracts
intermediation and brokerage
5238 	 Other financial investment activities and
exchanges
5242 	 Agencies, brokerages, and other insurance
related activities
5243 	 Insurance carriers, except direct life insurance
carriers
5249 	 Direct life insurance carriers
5252 	 Funds, trusts, and other finance vehicles

Real Estate and Rental and Leasing
5310 	
5321 	
5329 	
5331 	

Real estate
Automotive equipment rental and leasing
Other rental and leasing services
Lessors of nonfinancial intangible assets,
except copyrighted works

Professional, Scientific, and Technical
Services
5411 	 Legal services
5412 	 Accounting, tax preparation, bookkeeping,
and payroll services
5413 	 Architectural, engineering, and related services
5414 	 Specialized design services
5415 	 Computer systems design and related services
5416 	 Management, scientific, and technical
consulting services
5417 	 Scientific research and development services
5418 	 Advertising, public relations, and related services
5419 	 Other professional, scientific, and
technical services

Management of Companies and Enterprises
5512 	 Holding companies, except bank holding
companies
5513 	 Corporate, subsidiary, and regional
management offices

Administrative and Support, Waste
Management, and Remediation Services
5611 	
5612 	
5613 	
5614 	
5615 	
5616 	
5617 	
5619 	
5620 	

Office administrative services
Facilities support services
Employment services
Business support services
Travel arrangement and reservation services
Investigation and security services
Services to buildings and dwellings
Other support services
Waste management and remediation services

Educational Services

6110 	 Educational services

Health Care and Social Assistance
6210 	
6220 	
6230 	
6240 	

Ambulatory health care services
Hospitals
Nursing and residential care facilities
Social assistance services

Arts, Entertainment, and Recreation
7110 	 Performing arts, spectator sports,
and related industries
7121 	 Museums, historical sites, and similar institutions
7130 	 Amusement, gambling, and recreation industries

Accommodation and Food Services
7210 	 Accommodation
7220 	 Food services and drinking places

Other Services
8110 	 Repair and maintenance
8120 	 Personal and laundry services
8130 	 Religious, grantmaking, civic, professional,
and similar organizations

Public Administration
9200 	 Public administration

2017 BENCHMARK SURVEY OF FOREIGN DIRECT INVESTMENT IN THE UNITED STATES
BE-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).

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
Foreign
U.S.

Confidentiality – The Act provides that your report to this Bureau
is CONFIDENTIAL and may be used only for analytical or statistical
purposes. Without your prior written permission, the information filed
in your report CANNOT be presented in a manner that allows it to be
individually identified. Your report CANNOT be used for purposes of
taxation, investigation, or regulation. Copies retained in your files are
immune from legal process. Per the Cybersecurity Enhancement Act of
2015, your data are protected from cybersecurity risks through security
monitoring of the BEA information systems.

100% directly owned
by foreign person A

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

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

A report is required even if the foreign person’s voting interest in the U.S.
business enterprise was established or acquired during the reporting
period.
Beneficial, not record, ownership is the basis of the reporting criteria.
Voting securities, voting stock, and voting interest all have the same
general meaning and are used interchangeably throughout these
instructions and the report forms.
Airline and ship operators – U.S. stations, ticket offices, and
terminal and port facilities of foreign airlines and ship operators that
provide services ONLY to the foreign airlines’ and ship operators’ own
operation are not required to report. Reports are required when such
enterprises produce significant revenues from services provided to
unaffiliated persons.

I. REPORTING REQUIREMENTS
A. 	Who must report – A BE-12 report is required for each U.S. affiliate,
i.e., for each U.S. business enterprise in which a foreign person or
entity owned or controlled, directly or indirectly, 10 percent or more of
the voting securities if an incorporated U.S. business enterprise, or an
equivalent interest if an unincorporated U.S. business enterprise, at
the end of the business enterprise’s fiscal year that ended in calendar
year 2017. Certain private funds may be exempt from filing; see item
(f) of the BE-12 Claim for Not Filing for more information.

FORM BE-12B (REV 9/2017)

↓ 100%
U.S. affiliate B

Notwithstanding any other provision of the law, no person is required
to respond to, nor shall any person be subject to a penalty for failure to
comply with, a collection of information subject to the requirements of the
Paperwork Reduction Act, unless that collection of information displays a
currently valid OMB Control Number. The control number for this survey
is at the top of page 1.
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 06080042, Washington, DC 20503.

Foreign person A

Agencies and representative offices – U.S. representative
offices, agents, and employees of a foreign person or entity that meet
the criteria outlined below are not considered to be U.S. affiliates, and
therefore, should not be reported on Forms BE-12A, BE-12B, or BE-12C.
However, a foreign person’s or entity’s disbursements to maintain U.S.
sales and representative offices must be reported on Form BE-125,
Quarterly Survey of Transactions in Selected Services and Intellectual
Property with Foreign Persons. Copies of Form BE-125 are available on
the BEA Web site at: www.bea.gov/ssb.

Page 19

I. REPORTING REQUIREMENTS – Continued

f. 	Did any one of the items – Total assets, Sales or gross operating
revenues, or Net income (loss) – for the U.S. affiliate (not just the
foreign parent’s share) exceed $300 million at the end of, or for, its
fiscal year that ended in calendar year 2017?

A U.S. presence of a foreign person or entity (or their representative(s)) is
considered a U.S. sales promotion or representative office if:

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

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

Which 2017 BE-12 Form to File?

3. 	It has minimal assets held either in its own name or in the name
of the foreign person or entity.

At least 10 percent voting interest directly
and/or indirectly owned by a foreign person?

A U.S. presence of a foreign person or entity (or their representative(s))
that produces revenue for its own account from goods or services it
provides to others is considered a U.S. affiliate and is subject to the BE12 reporting requirements.

Yes

No

More than 50 percent of the voting rights owned
by another U.S. affiliate at end of the fiscal year
ending in calendar year 2017?

1. 	Which form to file – Review the questions below and the flow chart
on this page to determine if your U.S. business enterprise is required to
file the BE-12 survey. Blank forms can be found at: www.bea.gov/fdi.

File Form BE-12
Claim for Not Filing

Yes	

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?

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 — Continue with question b.
¨ 	No — File Form BE-12 Claim for Not Filing by May 31, 2018.
b. 	Were more than 50 percent of the voting rights in this U.S. business
enterprise owned by another U.S. affiliate at the end of this U.S.
business enterprise’s fiscal year that ended in calendar year 2017?

Yes	

No

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

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

referred to as a “U.S. affiliate.”

c. 	Do different foreign persons hold a direct and an indirect ownership
interest in this U.S. 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

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

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.

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

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

¨ 	Yes — Continue with question f.
¨ 	No — File Form BE-12B by May 31, 2018.

File Form
BE-12C
No

Yes	

e. Was the U.S. affiliate majority-owned by its foreign parent(s)
at the end of its fiscal year that ended in calendar year 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.)

FORM BE-12B (REV 9/2017)

No

File Form
BE-12B

Yes	

No

File Form
BE-12A

File Form
BE-12B

NOTE: Certain private funds may be exempt from filing.
See www.bea.gov/surveys/privatefunds for more information.

Page 20

Example A

I. REPORTING REQUIREMENTS – Continued
2. Who must file Form BE-12B – 2017 Benchmark Survey
of Foreign Direct Investment in the United States?

Foreign
U.S.

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:

Miami
branch

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

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 B
Foreign
U.S.

Foreign parent
U.S. bank B
Branch 3

Branch 1
Branch 2

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.

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.
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.

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. 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).

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.

FORM BE-12B (REV 9/2017)

Foreign parent
bank A

Page 21

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.

shown as lease contracts or accounts receivable on the lessor’s
books. The asset would not be considered as owned by the lessor.

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.

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

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.

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.

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.

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

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.

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.

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.

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.

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

FORM BE-12B (REV 9/2017)

Page 22

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.

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.

 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.

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.

b. Change in fiscal year
(1) New fiscal year ends in calendar year 2017 – A U.S.
affiliate that changed the ending date of its financial reporting
year should file a 2017 BE-12 report that covers the 12 month
period prior to the new fiscal year end date. The following
example illustrates the reporting requirements.

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

Example 1: U.S. affiliate A had a June 30, 2016 fiscal year
end date but changed its 2017 fiscal year end date to March
31. Affiliate A should file a 2017 BE-12 report covering the 12
month period from April 1, 2016, to March 31, 2017.
(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.

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.

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.

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.

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.

c. 		A U.S. affiliate in which a direct ownership interest and an indirect
ownership interest are held by different foreign persons should not
be fully consolidated into another U.S. affiliate, but must complete and
file its own Form BE-12 report. (See diagram below.)

Foreign person B

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.

Foreign person A

 8  Reporting by unincorporated U.S. affiliates

Foreign
U.S.

a. Directly owned vs. indirectly owned

100%

(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.

U.S. affiliate X
30%

60%
U.S. affiliate Y

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

FORM BE-12B (REV 9/2017)

Page 23

in the partnership agreement. For example, if a limited
partnership has two general partners, and nothing to the
contrary is stated in the partnership agreement, then each
general partner is presumed to have a 50 percent voting
interest in the limited partnership.

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

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. 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.

(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.

(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.

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.

(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

FORM BE-12B (REV 9/2017)

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 BE12B 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

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.

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.

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.

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.

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.

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).

 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.

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).

• 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

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.

FORM BE-12B (REV 9/2017)

The term R&D does NOT include expenditures for:

Page 25

• 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

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.

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).

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

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).

• 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

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.

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.

 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.

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.

FORM BE-12B (REV 9/2017)

Page 26

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 BE12 report if they are carried on a foreign payroll.

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

• 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.

 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.

• 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.

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;

• 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.

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;

• 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.

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;

 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:

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;

• 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.

e. Goodwill impairment as defined by FASB ASC 350
(formerly FAS 142);

• Magazines and periodicals sold through subscriptions. NOTE:
Report magazines and periodicals sold through retail stores, as
sales of goods in item 58.

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;

• Newspapers.
• Pipeline transportation.

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;

• Software downloaded from the internet, electronic mail, an
extranet, electronic data interchange network, or some other
online system.

h. The cumulative effect of a change in accounting
principle; and

• Computer systems design and related services.
• Negotiated licensing fees for software to be used on networks.

i. The cumulative effect of a change in the estimate of stock
compensation forfeitures under FASB ASC 718
(formerly FAS 123(R)).

• Electricity transmission and distribution, natural gas distribution,
and water distribution.

Special instructions for real estate companies.

V. SPECIAL INSTRUCTIONS

Real estate companies – Include in item 53:

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.

(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.

Item on Form:

 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.

FORM BE-12B (REV 9/2017)

Page 27

 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).

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.

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.

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:

 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.

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).

 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.

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.

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.

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.

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

FORM BE-12B (REV 9/2017)

Page 28

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.

reasonable period of time.

V. SPECIAL INSTRUCTIONS – Continued

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.

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.

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.

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.

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.

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

FORM BE-12B (REV 9/2017)

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.

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