OMB Control No. 0608-0035: Approval Expires 08/31/2009 BE-13 U.S. DEPARTMENT OF COMMERCE FORM (REV. 8/2006) CONTROL NUMBER BUREAU OF ECONOMIC ANALYSIS The combined public reporting burden for related Forms BE-13, BE-13 Supplement C, and BE-14 is estimated to vary from 1 to 4 hours per response, with an average of 1.5 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, Washington, DC 20230; and to the Office of Management and Budget, Paperwork Reduction Project 0608-0035, Washington, DC 20503. INITIAL REPORT ON A FOREIGN PERSON’S DIRECT OR INDIRECT ACQUISITION, ESTABLISHMENT, OR PURCHASE OF THE OPERATING ASSETS, OF A U.S. BUSINESS ENTERPRISE, INCLUDING REAL ESTATE MANDATORY – CONFIDENTIAL ELECTRONIC FILING See our web site at www.bea.gov/astar for details. MAIL REPORTS TO U.S. Department of Commerce Bureau of Economic Analysis, BE-49(NI) Shipping and Receiving Section M-100 1441 L Street, NW Washington, DC 20005 DELIVER REPORTS TO U.S. Department of Commerce Bureau of Economic Analysis, BE-49(NI) Washington, DC 20230 such violation, upon conviction, may be punished by a like fine, imprisonment, or both. (22 U.S.C. 3105) Mandatory – 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). The implementing regulations are contained in Title 15 CFR Part 806. 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 This report has been approved by the Office of Management and Budget displays a currently valid OMB Control Number. under the Paperwork Reduction Act (44 U.S.C. 3501, et seq.). Confidentiality – The Act provides that your report to this Bureau is Penalties – Whoever fails to report may be subject to a civil penalty of CONFIDENTIAL, and may be used only for analytical or statistical not less than $2,500, and not more than $25,000, and to injunctive relief purposes. Without your prior written permission, the information filed in commanding such person to comply, or both. Whoever willfully fails to your report CANNOT be presented in a manner that allows it to be report shall be fined not more than $10,000 and, if an individual, may be individually identified. Your report CANNOT be used for purposes of imprisoned for not more than one year, or both. Any officer, director, taxation, investigation, or regulation. Copies retained in your files are employee, or agent of any corporation who knowingly participates in immune from legal process. This report is to be filed by either – (a) a U.S. business enterprise when a foreign person (hereinafter, the "foreign parent") establishes or acquires directly, or indirectly through an existing U.S. affiliate, a 10 percent or more voting interest in that enterprise, including an enterprise that results from the direct or indirect acquisition by a foreign person of a business segment or operating unit of an existing U.S. business enterprise that is then organized as a separate legal entity; OR business enterprise, that the existing U.S. affiliate merges into its own operations rather than continuing or organizing as a separate legal entity. NOTE: Real estate purchased for other than personal use constitutes a "business enterprise." File separate parts V and VI for each foreign parent or existing U.S. affiliate that established or acquired a direct voting interest in the U.S. business enterprise, business segment, operating unit, or real estate. (b) the existing U.S. affiliate of a foreign person (hereinafter, the "existing U.S. affiliate") when it acquires a U.S. business enterprise, or a business segment or operating unit of a U.S. IMPORTANT – Review instructions before completing report. Part I 1. 101 2. Type of Transaction and Date of Completion (Mark (X) ONE of items 1 through 5) – NOTE – The newly created legal entity, the newly acquired U.S. business enterprise, business segment, or operating unit, and the directly purchased real estate are hereinafter referred to as the "new U.S. affiliate". The foreign parent or existing U.S. affiliate created a new legal entity, either incorporated or unincorporated, including a branch, which is organized and operating as a new U.S. business enterprise. 11 12 Month 6. Transaction completed on The foreign parent or existing U.S. affiliate secured a voting equity interest in a previously existing, separate legal entity that was already organized and operating as a U.S. business enterprise and it continued to operate as a separate legal entity, either incorporated or unincorporated, including a branch. 3. 13 14 7. Did the foreign parent or existing U.S. affiliate hold a direct ownership interest in the new U.S. affiliate immediately prior to the date entered in item 6? The existing U.S. affiliate bought a U.S. business enterprise, or business segment or operating unit of a U.S. business enterprise, and merged it into its own operations rather than continuing or organizing it as a separate legal entity. 5. 1000 1 115 FAX NUMBER Date(s) acquired Thous. Dols. Month 2 ____ .__ % Mil. Area code 2 Number 4 Area code 5 Number May we use e-mail to correspond with you to discuss questions relating to this Form BE-13, including questions that may contain information about this transaction that you may consider confidential? (Note that electronic mail is not inherently confidential; we will treat information we receive as confidential, but your e-mail is not necessarily secure against interception by a third party.) 3 Day Year 3 $ Date Authorized official’s signature 1 Yes No 11 12 CERTIFICATION — The undersigned official certifies that this report has been prepared in accordance with the applicable instructions, is complete, and is substantially accurate except that, in accordance with III.G. of the Instructions, estimates have been provided where data are not available from customary accounting records or precise data could not be obtained without undue burden. Address 1001 114 IMPORTANT NOTE: If item 1, 2, or 5 is marked, complete Parts II, IV, V, and VI; if item 3 is marked, complete Parts II through VI; if item 4 is marked, complete Parts III through VI. PERSON TO CONSULT CONCERNING QUESTIONS ABOUT THIS REPORT — Enter name and address TELEPHONE NUMBER Bil. 1 Continue in next column Name Cost Percent The foreign parent or existing U.S. affiliate purchased U.S. real estate. 15 Year 8. If the answer to item 7 is "Yes," give the percent ownership interest that the new foreign parent or existing U.S. affiliate previously held in the new U.S. affiliate, the cost of such investment and the date(s) acquired. (Exclude the cost of the transaction that qualified the U.S. business enterprise as a U.S. affiliate and that is reported in item 46.) The foreign parent or existing U.S. affiliate bought a business segment or operating unit of an existing U.S. business enterprise, which is organized as a new separate legal entity, either incorporated or unincorporated, including a branch. 4. Day 102 1 Extension Print or type name and title Telephone number 1027 1 1 FAX number E-mail address 1 Yes — If yes, please provide your e-mail address. 2 No 1 1028 American LegalNet, Inc. www.FormsWorkflow.com Base prints Blue 289 BE-13, Page 1, tone 10% Blue 289 Part II Identification and Ownership Structure of the New U.S. Affiliate 9a. Primary employer identification number to be used by the new U.S. affiliate to file income and payroll taxes. If item 2, 3, or 4, Part I, is marked – Report data for the new U.S. affiliate as of the end of the most recent financial year preceding acquistion. Exclude from full consolidation all foreign business enterprises owned by this U.S. affiliate; use the equity or cost method of accounting to value these investments. (See Section III.D. of Instructions.) Enter E.I. Number 107 1 108 1 BEA USE For item 21 If item 1, 4, or 5, Part I, is marked – Report the number of acres included in the purchase. 9b. U.S. affiliates fully consolidated in this report – See item III.C. of the Instructions, "Consolidated reporting by a new U.S. affiliate. "If this report is for a single unconsolidated U.S. affiliate, enter "1" in the box below. If more than one U.S. affiliate is fully consolidated in this report, enter the number of U.S. affilates fully consolidated. Hereinafter, they are considered one U.S. affiliate. (See III.C of the Instructions.) If item 2 or 3, Part I, is marked – Report the number of acres owned by the new U.S. affiliate upon completion of the investment transaction. 17. Ending date for the year that these Part IV data are for, except as noted below 137 1 Number Complete items 10 through 15 only if item 1, 2, 3, or 5, Part I on page 1, is marked. Month Day Year 1 130 NOTE: If the total assets reported in item 18 are to be revalued due to this acquisition, enter the date of the revaluation in item 17. 10. Name and address of new U.S. affiliate Name of new U.S. affiliate BEA USE 103 1 18. Total assets – If assets are to be revalued due to this acquisition, report the value after revaluation. 104 1 Street or PO Box 1 131 105 1 City and State ZIP Code 109 Voting stock Equity interest (1) (2) ___.__% 133 Number 20. Number of employees – Include part-time employees. (See Section V.D. of Instructions.) Percent 11. All foreign parent(s) 1 19. Net income (loss) after provision for U.S. Federal, State, and local income taxes 106 1 Ownership of new U.S. affiliate – Percent of voting stock and equity interest for an incorporated U.S. affiliate, or an equivalent interest for an unincorporated U.S. affiliate, held DIRECTLY by – Amount Mil. Thous. Dols. Bil. 110 ___.__% 111 ___.__% 112 ___.__% 135 136 INDUSTRY CLASSIFICATION OF U.S. AFFILIATE 22. Major activity of fully consolidated U.S. affiliate that was acquired or established – Mark (X) one. For "start-up," show the intended activity. ___.__% 14. Other U.S. persons 1 1 BEA USE ONLY ___.__% 13. Other foreign persons 134 21. Acres of U.S. land owned, whether carried in a fixed asset, investment, or other asset account – Report number to nearest whole acre. ___.__% 12. All U.S. affiliate(s) of foreign parent(s) 1 ___.__% Real estate Other – Specify Producer of goods Seller of goods you do not produce Producer or distributor of information Provider of services 100.0% 100.0% 15. TOTAL – Sum of items 11–14 Part III Identification of U.S. Business Enterprise or a Business Segment or Operating Unit of a U.S. Business Enterprise, that has been Acquired and Organized as a new separate legal entity, or that has been Acquired by and Merged into an Existing U.S. Affiliate. Complete items 16a and 16b only if item 3 or 4, Part I on page 1, is marked. 23. What are the major product(s) and/or service(s) involved in this activity? – If a product, also state what is done to it, i.e., whether it is mined, manufactured, sold at wholesale, transported, packaged, etc. 24. Sales of new U.S. affiliate by industry – Enter the 4-digit ISI code(s) and the sales associated with each code. The sales data should represent the new U.S. affiliate’s most recent annual sales or gross operating revenues (excluding sales taxes). For a newly created or inactive U.S. affiliate, show the projected breakdown of sales. See the list of ISI codes on pages 5 and 6. If you use fewer than eight codes, you must account for total sales. 16a. Name and address of the new U.S. affiliate Name 116 1 Street or PO Box 117 1 City and State ISI code ZIP Code 118 1 (1) a. Code with largest sales 16b. Name and address of person from whom acquired Name City and State 1 1 BEA USE 124 1 1 For items 17 through 20 If Item 1 or 5, Part I, is marked – Report projections for, or as of, the end of the first full year of operations. Use projections made in the course of planning the investment if available; otherwise give best estimate. (Exception – For direct purchase of real estate, the asset value should be the value at time of closing.) 2 1 2 1 2 207 208 i. Sales not accounted for above 2 2 206 h. Code with 8th largest sales Complete items 17 through 21 for all types of transactions covered by items 1 through 5, Part I, on page 1. 2 205 g. Code with 7th largest sales Part IV Selected Financial and Operating Data 2 204 f. Code with 6th largest sales 121 1 Base prints Blue 289 1 203 e. Code with 5th largest sales ZIP Code 2 202 d. Code with 4th largest sales 120 1 FORM BE-13 (REV. 8/2006) 1 c. Code with 3rd largest sales Street or PO Box 2 201 b. Code with 2nd largest sales 119 1 Bil. 1 Sales (2) Mil. Thous. Dols. 209 TOTAL SALES – Sum of lines a through i 2 1 2 132 Page 2 BE-13, page 2 tone 10% Blue 289 American LegalNet, Inc. www.FormsWorkflow.com Part V Investment Incentives and Services Provided by State or Local Governments – Including Quasi-governmental Entities Complete items 25 through 30 for all types of transactions covered by items 1 through 5, Part I, on page 1. Mark (X) one box 1 25. Were any specific State or local government incentives or related services (such as those detailed in items 27 through 29 below) received in connection with this investment transaction? If "No" is marked, skip to item 31. 1 1 140 Yes 2 1 141 2 2 Yes 1 144 No 1 1 143 No 2 Yes 1 28. Financing programs – Such as industrial revenue bonds; direct loans or loan guarantees; credits from development credit corporations; grants; and preferential rates on loans or leases. 29. Other – Such as State-financed recruiting programs, training programs, relocation services, studies, R&D assistance, road building, and other services or incentives that are of monetary value. No 1 1 142 No 2 Yes 1 Mark "Yes" or "No" in items 27 through 29 to indicate the category(ies) that most clearly describe the relevant State or local incentives or services, and complete item 30. 27. Taxation – Such as investment tax credit; tax exemption; and tax reduction or holiday. No 1 1 26. Were these incentives or services a significant factor in the decision to invest in a given region of the United States or in a given State or local area? 1 1 Yes 30. State, or State of location of local government unit, from which the incentives or services were received. If more than one, enter all States from which received. a. State BEA USE 145 1 BEA USE 145 2 BEA USE 145 3 b. State c. State Part VI Identification of Foreign Parent and Ultimate Beneficial Owner, and Cost of Investment Complete items 31 through 40 for all types of transactions covered by items 1 through 5, Part I, on page 1. This Part VI is being completed for (Mark (X) one of the items 31 through 33.) 31. 146 1 32. 1 33. 1 1 The foreign parent that directly established or acquired the new U.S. affiliate. 2 The existing U.S. affiliate of a foreign person that directly established a new U.S. affiliate or acquired a direct voting interest in a U.S. business enterprise that becomes a new U.S. affiliate of the existing U.S. affiliate’s foreign parent. 3 The existing U.S. affiliate of a foreign person that acquired a U.S. business enterprise, or business segment or operating unit of a U.S. business enterprise, and merged it into its own operations. 34. Name, address, and country of foreign parent, or name and address of the existing U.S. affiliate, that directly established or acquired the new U.S. affiliate or that merged the acquired business enterprise, or business segment or operating unit, into its own operations. Name 147 1 Street or PO Box 148 1 City and State 149 1 Country 150 1 35. BEA USE 1 151 1 Percent 1 If item 31 or 32 was marked, report the percent of direct voting ownership held by the foreign parent or existing U.S. affiliate named in item 34. 152 ___.___% 36. If item 32 or 33 was marked, enter the name and country of the foreign parent holding the direct, or indirect, voting ownership interest in the existing U.S. affiliate named in item 34. If more than one foreign parent furnish, on a separate sheet, the information requested in items 36 through 44 for each additional foreign parent. 3 Name 153 1 Country 154 BEA USE 1 155 1 37. If item 32 or 33 was marked and if the existing U.S. affiliate named in item 34 is not directly owned by the foreign parent, enter the name and address of the U.S. affiliate that is directly owned by the foreign parent and the percent of voting ownership held by the foreign parent. Name 156 1 Address Percent 157 1 1 158 1 BEA 160 USE 161 159 ___.___% 1 1 38. Industry code of foreign parent named 162 1 Code – Get code from list on page 6. in either item 34 or item 36. NOTE – Information regarding the UBO and government ownership is essential; failure to properly complete items 39 through 44, to the extent required by the line instructions, will constitute an incomplete report; BEA will contact the reporter for the missing information. 1 39. Is the foreign parent named in either 163 1 Yes – Skip to item 43. item 34 or 36 also the ultimate beneficial 1 2 No – Continue with item 40. owner (UBO)? See definition of UBO on page 7. 40. Is the UBO an individual? 164 1 1 1 Yes – If the answer to item 40 is "Yes," the name of the individual need not be entered in item 41, but the country of residence of the individual must be entered in item 42. 2 No FORM BE-13 (REV. 8/2006) Page 3 Base prints Blue 289 BE-13, Page 3, tone 10% Blue 289 American LegalNet, Inc. www.FormsWorkflow.com PART VI Identification of Foreign Parent and Ultimate Beneficial Owner, and Cost of Investment – Continued Complete items 41 through 47 for all types of transactions covered by items 1 through 5, Part I, on page 1. 41. Name of UBO 165 1 42. Country of UBO named in item 41, or of the individual who is the UBO if item 40 was answered "Yes." BEA USE 166 1 167 1 NOTE – Based on UBO’s world-wide consolidated sales. 43. Industry code of UBO named in item 41. 168 1 Code – Get code from list on page 6. 44. If item 32 is marked, will data for the new U.S. affiliate be fully consolidated with data for the existing, or another, U.S. affiliate in other international investment survey reports filed with this Bureau? 170 1 1 1 2 Yes – Enter name under which the consolidated report will be filed. No BEA USE 171 1 172 1 (See instructions, Section III.C., "Consolidated reporting by a new U.S. affiliate." Amount Bil. 45. Cost of investment – Include the cost of all voting and non-voting equity interests. Do not report book value. Exclude cost, if any, entered in item 8. Equals sum of items 46 and 47. 46. Funding by foreign parent(s) and all foreign affiliate(s) of foreign parent(s) – Report the portion of the cost in item 45 provided by foreign parent(s) and foreign affiliate(s) of the foreign parent(s), including funds they borrowed in the United States or abroad. Include funds to finance the investment that were supplied by the foreign parent(s) or its foreign affiliate(s) through an existing U.S. affiliate, as well as funds supplied directly by the foreign parent(s) or its foreign affiliate(s). See Instructions, Section II.J., K., and L. Mil. Thous. Dols. 1 173 $ 1 174 1 47. Funding by existing U.S. affiliate – Equals sum of items 47a and 47b a. Foreign borrowing by existing U.S. affiliate – Report the portion of the cost in item 45 provided by the existing U.S. affiliate from borrowing from unaffiliated foreign persons. Exclude amounts reported in item 46. b. Other funding by existing U.S. affiliate – Report the portion of the cost in item 45 provided by the existing U.S. affiliate and not included in item 47a (e.g., internally generated funds and funds that the affiliate borrowed in the United States). BEA USE ONLY 175 $ 1 176 1 177 BEA USE ONLY 122 1 222 1 123 1 223 1 138 1 224 1 REMARKS – Please use this space for any explanation that may be essential in understanding your reported data. FORM BE-13 (REV. 8/2006) Page 4 Base prints Blue 289 BE-13, page 4 tone 10% Blue 289 American LegalNet, Inc. www.FormsWorkflow.com 4-Digit ISI Codes for the Industry Classification of New U.S. Affiliate (Item 24) and 2-Digit Industry Codes for Classification of Foreign Parent and Ultimate Beneficial Owner (UBO) (Items 38 and 43) Use the International Surveys Industry (ISI) classifications below to complete item 24. The classifications are defined in the "Guide to Industry and Foreign Trade Classifications for International Surveys, 2002" prepared by the Bureau of Economic Analysis. The Guide is available upon request or on BEA’s website at www.bea.gov/bea/surveys/fdiusurv.htm SUMMARY OF INDUSTRY CLASSIFICATIONS AGRICULTURE, FORESTRY, FISHING, AND HUNTING 1110 1120 1130 1140 1150 Crop production Animal production Forestry and logging Fishing, hunting, and trapping Support activities for agriculture and forestry MINING 2111 2121 2123 2124 2125 2126 2127 2132 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 2133 Support activities for mining, except for oil and gas operations UTILITIES 2211 Electric power generation, transmission, and distribution 2212 Natural gas distribution 2213 Water, sewage, and other systems CONSTRUCTION 2360 Construction of buildings 2370 Heavy and civil engineering construction 2380 Specialty trade contractors MANUFACTURING 3111 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 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 Bakeries 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 FORM BE-13 (REV. 8/2006) 3311 Iron and steel mills and ferroalloys 3312 Steel products from purchased steel 3313 Alumina and aluminum production and processing 3314 Nonferrous metal (except aluminum) production and processing 3315 Foundries 3321 Forging and stamping 3322 Cutlery and handtools 3323 Architectural and structural metals 3324 Boilers, tanks, and shipping containers 3325 Hardware 3326 Spring and wire products 3327 Machine shops; turned products; and screws, nuts, and bolts 3328 Coating, engraving, heat treating, and allied activities 3329 Other fabricated metal products 3331 Agriculture, construction, and mining machinery 3332 Industrial machinery 3333 Commercial and service industry machinery 3334 Ventilation, heating, airconditioning, 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 MERCHANT WHOLESALERS, DURABLE GOODS 4231 Motor vehicles and motor vehicle parts and supplies merchant wholesalers 4232 Furniture and home furnishing merchant wholesalers 4233 Lumber and other construction materials merchant wholesalers 4234 Professional and commercial equipment and supplies merchant wholesalers 4235 Metal and mineral (except petroleum) merchant wholesalers 4236 Electrical and electronic goods merchant wholesalers 4237 Hardware, and plumbing and heating equipment and supplies merchant wholesalers 4238 Machinery, equipment, and supplies merchant wholesalers 4239 Miscellaneous durable goods merchant wholesalers Page 5 MERCHANT WHOLESALERS NONDURABLE GOODS 4241 Paper and paper product merchant wholesalers 4242 Drugs and druggists’ sundries merchant wholesalers 4243 Apparel, piece goods, and notions merchant wholesalers 4244 Grocery and related product merchant wholesalers 4245 Farm product raw material merchant wholesalers 4246 Chemical and allied products merchant wholesalers 4247 Petroleum and petroleum products merchant wholesalers 4248 Beer, wine, and distilled alcoholic beverage merchant wholesalers 4249 Miscellaneous nondurable goods merchant wholesalers ELECTRONIC MARKETS AND AGENTS AND BROKERS 4251 Wholesale electronic markets and agents and brokers RETAIL TRADE 4410 Motor vehicle and parts dealers 4420 Furniture and home furnishings stores 4431 Electronics and appliance stores 4440 Building material and garden equipment and supplies dealers 4450 Food and beverage stores 4461 Health and personal care stores 4471 Gasoline stations 4480 Clothing and clothing accessories stores 4510 Sporting goods, hobby, book, and music stores 4520 General merchandise stores 4530 Miscellaneous store retailers 4540 Nonstore retailers TRANSPORTATION AND WAREHOUSING 4810 Air transportation 4821 Rail transportation 4833 Petroleum tanker operations 4839 Other water transportation 4840 Truck transportation 4850 Transit and ground passenger transportation 4863 Pipeline transportation of crude oil, refined petroleum products, and natural gas 4868 Other pipeline transportation 4870 Scenic and sightseeing transportation 4880 Support activities for transportation 4920 Couriers and messengers 4932 Petroleum storage for hire 4939 Other warehousing and storage INFORMATION 5111 Newspaper, periodical, book, and directory publishers 5112 Software publishers 5121 Motion picture and video industries 5122 Sound recording industries 5151 Radio and television broadcasting 5152 Cable and other subscription programming 5161 Internet publishing and broadcasting 5171 Wired telecommunications carriers 5172 Wireless telecommunications carriers (except satellite) 5173 Telecommunications resellers 5174 Satellite telecommunications 5175 Cable and other program distribution 5179 Other telecommunications 5181 Internet service providers and web search portals 5182 Data processing, hosting, and related services 5191 Other information services American LegalNet, Inc. www.FormsWorkflow.com SUMMARY OF INDUSTRY CLASSIFICATIONS — Continued 5416 Management, scientific, and technical consulting services 5417 Scientific research and development services 5418 Advertising and related services 5419 Other professional, scientific, and technical services 5611 5612 5613 5614 5615 5310 Real estate 5321 Automotive equipment rental and leasing 5329 Other rental and leasing services 5331 Lessors of nonfinancial intangible assets (except copyrighted works) 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 7210 Accommodation 7220 Food services and drinking places ADMINISTRATIVE AND SUPPORT AND WASTE MANAGEMENT AND REMEDIATION SERVICES REAL ESTATE AND RENTAL AND LEASING PROFESSIONAL, SCIENTIFIC, AND TECHNICAL SERVICES ACCOMMODATION AND FOOD SERVICES 5512 Holding companies, except bank holding companies 5513 Corporate, subsidiary, and regional management offices 5221 Depository credit intermediation (Banking) 5223 Activities related to credit intermediation 5224 Nondepository credit intermediation 5229 Nondepository 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 life insurance carriers 5249 Life insurance carriers 5252 Funds, trusts, and other financial vehicles ARTS, ENTERTAINMENT, AND RECREATION MANAGEMENT OF COMPANIES AND ENTERPRISES FINANCE AND INSURANCE 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 7110 Performing arts, spectator sports, and related industries 7121 Museums, historical sites, and similar institutions 7130 Amusement, gambling, and recreation industries OTHER SERVICES 8110 Repair and maintenance 8120 Personal and laundry services 8130 Religious, grantmaking, civic, professional, and similar organizations PUBLIC ADMINISTRATION 9200 Public administration EDUCATIONAL SERVICES 6110 Educational services HEALTH CARE AND SOCIAL ASSISTANCE 6210 Ambulatory health care services 6220 Hospitals 6230 Nursing and residential care facilities 6240 Social assistance FOREIGN PARENT AND UBO INDUSTRY CODES 01 02 03 04 05 Government and government-owned or -sponsored enterprise, or quasi-government organization or agency Pension fund — Government run Pension fund — Privately run Estate, trust, or nonprofit organization (that part of ISI code 5252 that is estates and trusts) Individual Private business enterprise, investment organization, or group engaged in: 06 07 08 09 10 11 12 13 14 15 16 17 18 19 Insurance (ISI codes 5242, 5243, 5249) Agriculture, forestry, fishing and hunting (ISI codes 1110–1140) Mining (ISI codes 2111–2127) Construction (ISI codes 2360–2380) Transportation and warehousing (ISI codes 4810–4939) Utilities (ISI codes 2211–2213) Wholesale and retail trade (ISI codes 4231–4251 and 4410–4540) Banking, including bank holding companies (ISI codes 5221 and 5229) Holding companies, excluding bank holding companies (ISI codes 5512 and 5513) Other finance (ISI codes 5223, 5224, 5231–5238, that part of ISI code 5252 that is not estates and trusts, and 5331) Real estate (ISI code 5310) Information (ISI codes 5111–5191) Professional, scientific, and technical services (ISI codes 5411–5419) Other services (ISI codes 1150, 2132, 2133, 5321, 5329, and 5611–8130) Manufacturing, including fabricating, assembling, and processing of goods: 20 21 22 23 24 25 26 27 28 29 30 31 32 Food (ISI codes 3111–3119) Beverages and tobacco products (ISI codes 3121 and 3122) Pharmaceuticals and medicine (ISI code 3254) Other chemicals (ISI codes 3251–3259, except 3254) Nonmetallic mineral products (ISI codes 3271–3279) Primary and fabricated metal products (ISI codes 3311–3329) Computer and electronic products (ISI codes 3341–3346) Machinery manufacturing (ISI codes 3331–3339) Electrical equipment, appliances and components (ISI codes 3351–3359) Motor vehicles and parts (ISI codes 3361–3363) Other transportation equipment (ISI codes 3364–3369) Other manufacturing (ISI codes 3130–3231, 3261, 3262, 3370–3399) Petroleum manufacturing, including integrated petroleum and petroleum refining without extraction (ISI codes 3242–3244) FORM BE-13 (REV. 8/2006) Page 6 American LegalNet, Inc. www.FormsWorkflow.com BE-13 INITIAL REPORT ON A FOREIGN PERSON’S DIRECT OR INDIRECT ACQUISITION, ESTABLISHMENT, OR PURCHASE OF THE OPERATING ASSETS, OF A U.S. BUSINESS ENTERPRISE, INCLUDING REAL ESTATE INSTRUCTIONS 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. The BE-13 survey provides comprehensive initial data concerning new foreign direct investment in the United States that may affect the U.S. and foreign economies. I. REPORTING REQUIREMENTS C. Person means any individual, branch, partnership, associated group, association, estate, trust, corporation, or other organization (whether or not organized under the laws of any State), and any government (including a foreign government, the United States Government, a State or local government, and any agency, corporation, financial institution, or other entity or instrumentality thereof, including a government-sponsored agency). A. Who must report – BE-13, Initial Report on a Foreign Person’s Direct or Indirect Acquisition, Establishment, or Purchase of the Operating Assets, of a U.S. Business Enterprise, Including Real Estate, must be filed by either: 1. a U.S. business enterprise when a foreign person establishes or acquires directly, or indirectly through an existing U.S. affiliate, a 10 percent or more voting interest in that enterprise, including an enterprise that results from the direct or indirect acquisitions by a foreign person of a business segment or operating unit of an existing U.S. business enterprise that is then organized as a separate legal entity; or D. Foreign person means any person resident outside the United States or subject to the jurisdiction of a country other than the United States. E. Direct investment means the ownership or control, directly or indirectly, by one person of 10 per centum or more of the voting securities of an incorporated business enterprise or an equivalent interest in an unincorporated business enterprise. 2. the existing U.S. affiliate of a foreign person when it acquires a U.S. business enterprise, or a business segment or operating unit or a U.S. business enterprise, that the existing U.S. affiliate merges into its own operations rather than continuing or organizing as a separate legal entity. NOTE – A complete BE-13 report must be filed for every new U.S. affiliate. However, separate Parts V and VI must be completed and filed for each foreign parent or existing U.S. affiliate that established or acquired a direct voting interest in the U.S. business enterprise, business segment, operating unit, or real estate. 1. An existing U.S. affiliate is exempt from reporting if the total cost of the acquisition was $3,000,000 or less, and does not involve the purchase of 200 acres or more of U.S. land. (If the acquisition involves the purchase of 200 acres or more of U.S. land, it must be reported regardless of the total cost of the acquisition.) I. U.S. affiliate means an affiliate located in the United States in which a foreign person has a direct investment. 2. An established or acquired U.S. business enterprise, as consolidated, is exempt from reporting if its total assets (not the foreign parent’s or existing U.S. affiliate’s share) at the time of acquisition or immediately after being established, were $3,000,000 or less and it does not own 200 acres or more of U.S. land. (If it owns 200 acres or more of U.S. land, it must report regardless of the value of total assets.) J. Foreign parent means the first foreign person in the ownership chain of the U.S. affiliate. If exempt under 1 or 2 above, you must file a Form BE-13, Supplement C, "Exemption Claim" to validate the exemption. NOTE – If a U.S. affiliate meets either of the exemption criteria given above, please be aware that it may, nevertheless, be required to file on the annual and quarterly surveys of foreign direct investment in the United States (Forms BE-15, BE-605, and BE-605 Bank), which are also conducted by this Bureau (see 15 CFR Part 806). L. Foreign affiliate of foreign parent means, with reference to a given U.S. affiliate, any member of the affiliated foreign group owning the affiliate that is not a foreign parent of the affiliate. N. Business enterprise means any organization, association, branch, or venture which exists for profitmaking purposes or to otherwise secure economic advantage, and any ownership of any real estate. If the U.S. affiliate is exempt from filing on the annual and quarterly surveys at this time, but exceeds the exemption levels for those surveys in the future due to internal growth, acquisitions, new infusions of capital, the purchase of land, etc., the U.S. affiliate should obtain and file the appropriate forms. O. Intermediary means an agent, nominee, manager, custodian, trust, or any person acting in a similar capacity. C. Real Estate – The ownership of real estate is a business enterprise, and if the real estate is foreign owned, it is a U.S. affiliate of a foreign person. You must file a BE-13 report unless the enterprise is otherwise exempt. However: • Residential real estate held exclusively for personal use and not for profitmaking purposes is not subject to the reporting requirements. A residence which 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. • 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 not subject to the reporting requirements. BE-13 Instructions (8/2006) K. 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 per centum of the person below it up to and including that person which is not owned more than 50 per centum 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 per centum by the person above it. M. U.S. corporation means a business enterprise incorporated in the United States. Contact us at (202) 606-5577 if you need assistance to complete these forms, or if you are uncertain which forms need to be completed. All of these forms and instructions can be found on BEA’s web site at www.bea.gov/bea/surveys/fdiusurv.htm. II. DEFINITIONS G. Branch means the operations or activities conducted by a person in a different location in its own name rather than through an incorporated entity. H. 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 per centum or more of its voting stock for an incorporated business or an equivalent interest for an unincorporated business, including a branch. B. Exemptions 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. F. Foreign direct investment in the United States means the ownership or control, directly or indirectly, by one foreign person of 10 per centum 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. P. 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. Each of the following are deemed to be an associated group: (1) Members of the same family, (2) A business enterprise and one or more of its officers and directors, (3) Members of a syndicate or joint venture, or (4) A corporation and its domestic subsidiaries. Q. 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. (A person who creates a trust, proxy, power of attorney, arrangement, or device with the purpose or effect of divesting such owner of the ownership of an equity interest as part of a plan or scheme to avoid reporting information, is deemed to be the owner of the equity interest.) Note: Stockholders of a closely or privately held corporation are normally considered to be an associated group and may be a UBO. Page 7 American LegalNet, Inc. www.FormsWorkflow.com BE-13 INITIAL REPORT ON A FOREIGN PERSON’S DIRECT OR INDIRECT ACQUISITION, ESTABLISHMENT, OR PURCHASE OF THE OPERATING ASSETS, OF A U.S. BUSINESS ENTERPRISE, INCLUDING REAL ESTATE III. GENERAL INSTRUCTIONS E. Calculation of ownership interest – All direct and indirect lines of ownership interest held by a foreign person in a given U.S. business enterprise must be summed to determined whether the enterprise is a U.S. affiliate of the foreign person for purposes of reporting. A. Determining whether an individual is a foreign person or a U.S. person based on residence – An individual will be considered a resident of, and subject to the jurisdiction of, the country in which physically located. The following guidelines apply to individuals who do not reside in their country of citizenship: A foreign parent’s percentage of indirect ownership interest in a given 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 times that first enterprise’s direct ownership percentage in the second U.S. business enterprise times 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. 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 3 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 the owner or employee is considered a resident of the country of citizenship provided he or she intends to return within a reasonable period of time. 4. Individuals and members of their immediate families who reside 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. If there is more than one line of ownership from the foreign parent, or if other members of the affiliated foreign group hold direct or indirect lines of ownership in the U.S. business enterprise, then all ownership interest lines must be summed to determine if the U.S. business enterprise is a U.S. affiliate of a foreign person. F. Accounting methods and records – Follow generally accepted U.S. accounting principles, unless otherwise specified. Corporations should generally use the same methods and records that are used to generate reports to stockholders except where the instructions indicate a variance. Prepare reports for unincorporated persons on an equivalent basis. G. Estimates – If actual amounts are not available, supply estimates and label them as such. When an item cannot be fully subdivided as required, supply a total and an estimated breakdown of the total. B. Reporting by intermediaries – Accounts or transactions of a U.S. intermediary with a foreign beneficial owner are deemed to be accounts and transactions of the new U.S. affiliate with the foreign beneficial owner. If a foreign direct investment in the United States is held, exercised, administered, or managed by a U.S. intermediary for the benefit of the foreign owner, the intermediary shall: H. Space on form insufficient – When space on a form is insufficient to permit a full answer to any item, submit the required information on supplimentary sheets, appropriately labeled and referenced to the item number and the form or supplement. • Be responsible for reporting the required information for, and in the name of, the new U.S. affiliate, or I. Report currency amounts in U.S. dollars, rounded to thousands (omitting 000). Do not enter amounts in the shaded portions of each line. • Instruct the new U.S. affiliate to submit the required information If the intermediary instructs the U.S. affiliate to submit the information, the intermediary is released from any further obligation to report. In this case, the intermediary must: EXAMPLE: If amount is $3,334,615.00, report as: Bil. • Give the new U.S. affiliate whatever information it may need to complete the report 335 Dols. K. Enter "0", if an item is between + or - $500.00. L. Use parentheses to indicate negative numbers. C. Consolidated reporting by a new U.S. affiliate – A new U.S. affiliate must file Form BE-13 on a fully consolidated domestic U.S. basis, including in the consolidation all U.S. business enterprises in which it directly or indirectly owns more than 50 percent of the outstanding voting interest. Exclude from the full consolidation all minority-owned U.S. business enterprises, and all foreign business enterprises owned by this U.S. affiliate. The fully consolidated entity is considered one U.S. affiliate. Minority-owned U.S. business enterprises must file a separate Form BE-13 and must be included in the Form BE-13 of the U.S. affiliate that owns them on an equity basis, or cost basis if owned less than 20 percent (See III.D. below). IV. SPECIAL INSTRUCTIONS A. Insurance companies – When there is a difference, the financial and operating data in this report are to be prepared on the same basis as an annual report to stockholders, rather than on the basis of an annual statement to an insurance department. Valuation should be according to normal commercial accounting procedures, not at the rates promulgated by the National Association of Insurance Commissioners. Include assets not acceptable for inclusion in the annual statement to an insurance department. Specific instructions follow: • Total sales – Include premium income and income from actuarial, claims adjustment, and other services, if any. • Costs and expenses relating to operations (to be used in determining net income) – Include costs relating to sales or gross operating revenues, such as policy losses incurred, death benefits, matured endowments, other policy benefits, increases in liabilities for future policy benefits, other underwriting expenses, and investment expenses. Any deviation from these consolidation rules must be approved in writing by BEA. 1. Generally, investments in those business enterprises owned 20 percent or more (including those that are majority-owned) should be reported using the equity method. However, immaterial investments may be reported using the cost method provided this method is consistent with normal reporting practice. Thous. J. Non-currency amounts, such as the number of acres and the number of employees, should be rounded to the nearest whole unit. IMPORTANT NOTE – If the new U.S. affiliate is not an entity from which a report can be requested (e.g., unimproved real property) then the intermediary of the foreign beneficial owner must report the investment on Form BE-13. D. Equity method of accounting – Account for investments by a new U.S. affiliate in all foreign business enterprises and in U.S. business enterprises that are not fully consolidated as detailed below. Do not eliminate intercompany accounts if the equity method is used. Mil. 3 • Inform this Bureau in writing that the new U.S. affiliate will file the BE-13 report, and B. Real estate – If a business enterprise is real property that cannot be identified by name, reports are required to be filed by and in the name of the beneficial owner, or in the name of such beneficial owner by the intermediary of such beneficial owner. Part I, items 1 through 5: • Check item 5, in Part I, to report the direct purchase of real estate (e.g., unimproved land, office buildings, shopping centers, etc.) 2. Investments in those business enterprises owned less than 20 percent normally should be reported using the cost method. • Check item 2, in Part I, to report the purchase of shares in an existing business entity that owns real estate. BE-13 Instructions (8/2006) Page 8 American LegalNet, Inc. www.FormsWorkflow.com BE-13 INITIAL REPORT ON A FOREIGN PERSON’S DIRECT OR INDIRECT ACQUISITION, ESTABLISHMENT, OR PURCHASE OF THE OPERATING ASSETS, OF A U.S. BUSINESS ENTERPRISE, INCLUDING REAL ESTATE V. FILING REPORTS IV. SPECIAL INSTRUCTIONS – Continued Part II, item 10: For real estate that does not represent an operating business enterprise (e.g., unimproved real property), report the name of the U.S. affiliate (investment) and an address where BEA can mail report forms. Examples are: 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 might be: Sunrise Apartments; c/o ABC Real Estate; 120 Major Street; Miami, FL XXXXX Part II, items 11 and 12: For unincorporated affiliates – Report the percentage ownership for direct purchases by the foreign parent in item 11 Report the percentage ownership for purchases by an existing U.S. affiliate in item 12 C. Holding companies – The following criteria attempts to minimize reporting when a foreign parent creates a U.S. holding company whose sole purpose is to acquire or establish another U.S. business enterprise. You may defer the reporting date for this type of (multi-step) transaction until 45 days after completion of the holding company’s acquisition or establishment of the U.S. business enterprise if: • The initial capitalization (including debt and equity) of the U.S. holding company is $30,000,000 or less, and • The U.S. business enterprise is acquired or established within 180 days of the creation of the U.S. holding company You may also file one Form BE-13 to report the creation of the U.S. holding company and the subsequent acquisition or establishment of the U.S. business enterprise. Include in item 45 -- Cost of investment -- all funding for both the creation of the holding company and the subsequent acquisition or establishment of the U.S. business enterprise. A. Due date – Form BE-13 is due no later than 45 days after the completion of the investment transaction. 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 normally be granted. Requests for extensions of more than 30 days MUST be in writing, should explain the basis for the request, and must be received by BEA no later than the due date of the report. You may telephone BEA directly with requests for extensions of 30 days or less. See Section IV.D., below. C. Mailing report forms to foreign address – BEA will accommodate foreign owners that wish to have report forms sent directly to them. Owners should allow for the extra time consumed in mailing to and from a foreign place. D. Assistance – For assistance, telephone (202) 606-5577 or FAX (202) 606-5319. Forms can be obtained from BEA’s web site at: www.bea.gov/bea/surveys/fdiusurv.htm. E. Annual stockholders’ report or other financial statements – Please furnish a copy of your annual report or Form 10K when filing the BE-13 report. If you do not publish an annual stockholders’ report or file Form 10K, please provide any financial statements that may be prepared. Information contained in these statements is useful in reviewing your data and may reduce the need for further contact. Section 5(c) of the International Investment and Trade in Services Survey Act, Public Law 94-472, 90 Stat. 2059, 22 U.S.C. 3101-3108, as amended, provides that this information can be used for analytical and statistical purposes only and that it must be held strictly confidential. F. Number of copies – File a single original copy of Form BE-13. Retain a file copy of the report for three years to facilitate resolution of any questions that BEA may have concerning your report. (Both copies are protected by law; see the statement on confidentiality in paragraph V.H. below.) G. Where to send the report – To file electronically, see our web site at www.bea.gov/astar. Send reports filed by mail through the U.S. Postal Service to: U.S. Department of Commerce Bureau of Economic Analysis BE-49(NI) Washington , DC 20230 Please telephone BEA at (202) 606-5577 for further assistance if you are not certain how to report any investment transaction involving a holding company. D. Employment (item 20) – Report the number of full-time and part-time employees, based on payroll records. Exclude contract workers and other workers not carried on the payroll of this U.S. affiliate. • If the investment being reported represents the acquisition of an existing U.S. business enterprise or the direct purchase of real estate (i.e., item 2, 3, 4, or 5 of Form BE-13 is marked) report the number of employees as of the date shown in item 17. A count of employees taken during, rather than at the end of, the year may be used if it is a reasonable proxy for the end-of-year number. • If the investment being reported represents the establishment of an new U.S. business enterprise (i.e., item 1 of Form BE-13 is marked) report the number of persons expected to be on the payroll at the end of the first full year of operation. The number of employees reported in item 20 should reflect the normal operations of the U.S. business enterprise. • If a strike, or other interruption of operations, was in progress at the end of the year, report a number that represents normal operation. • If the business enterprises’s activity involves large seasonal variations, report a number that represents an average for the year. BE-13 Instructions (8/2006) Direct reports filed by private delivery service to: U.S. Department of Commerce Bureau of Economic Analysis BE-49(NI) Shipping and Receiving Section, M100 1441 L Street, NW Washington, DC 20005 H. Confidentiality — The information filed in this report may be used only for analytical and statistical purposes and access to the information shall be available only to officials and employees (including consultants and contractors and their employees) of agencies designated by the President to perform functions under the Act. The President may authorize the exchange of the information between agencies or officials designated to perform functions under the Act, but only for analytical and statistical purposes. No official or employee (including consultants and contractors and their employees) shall publish or make available any information collected under the Act in such a manner that the person to whom the information relates can be specifically identified. Reports and copies of reports prepared pursuant to the Act are confidential and their submission or disclosure shall not be compelled by any person without the prior written permission of the person filing the report and the customer of such person where the information supplied is identifiable as being derived from the records of such customer (22 U.S.C. 3104). Page 9 American LegalNet, Inc. www.FormsWorkflow.com