Form BE-13A Report for Acquisition of a U.S. Business Enterprise

FORM

BE-13A

OMB No. 0608-0035: Approval Expires 12/31/2019

(REV. 01/2017)

MANDATORY — CONFIDENTIAL*

SURVEY OF NEW FOREIGN DIRECT INVESTMENT IN THE UNITED STATES
FORM BE-13A
(Report for Acquisition of a U.S. Business Enterprise)
If you received a letter from BEA with a Lead ID, please enter it here:

005 3

Name and mailing address of U.S. Business Enterprise

Electronic filing:

Go to www.bea.gov/efile for details

Mail reports to:

U.S. Department of Commerce
Bureau of Economic Analysis
Direct Investment Division, BE–49(NI)
4600 Silver Hill Road
Washington, DC 20233

Deliver reports to: U.S. Department of Commerce
Bureau of Economic Analysis
Direct Investment Division, BE–49(NI)
4600 Silver Hill Road
Suitland, MD 20746
Fax reports to:

(301) 278-9504

Assistance:

E-mail: [email protected]
Telephone: (301) 278-9419
Copies of form: www.bea.gov/be13

010

Company Name

011

In Care Of

012

Attention

013

Street 1

014

Street 2

015

1

1

1

1

1

City

1

State

2

Zip
3

Country

4

Due date: No later than 45 calendar days after the acquisition is completed.
WHO MUST REPORT
A BE-13A report must be filed by a U.S. business enterprise when a foreign entity acquires a voting interest (directly, or indirectly through an existing
U.S. affiliate) in that U.S. enterprise, segment, or operating unit, and
(1) the total cost of the acquisition is greater than $3 million, and
(2) by this acquisition, at least 10 percent of the voting interest in the acquired entity is now held (directly, or indirectly through an existing U.S.
affiliate) by the foreign entity.
INCLUDE:
• Purchase of U.S. real estate (including land) that is intended for lease or sale without significant added construction.
• Establishment of a new U.S. business enterprise, that will not be dissolved, for the sole purpose of completely acquiring a single
U.S. business enterprise within 30 days after the establishment. Consolidate the new U.S. business enterprise with the acquired
U.S. business enterprise on a single BE-13A report.
EXCLUDE:
• Purchase of U.S. real estate including land, or rights to land, on which you intend to perform construction. Report either as part of the
establishment of a new U.S. affiliate (Form BE-13B) or as the expansion of an existing U.S. affiliate (Form BE-13D), whichever is applicable.
• Acquisition of additional voting interest in an existing U.S. affiliate in which a foreign entity already has a 10 percent voting interest.
Report on Form BE-13 Claim for Exemption, only if contacted by BEA.
• Purchase of U.S. real estate to be held exclusively for personal use and not for profit-making purposes.
Report on Form BE-13 Claim for Exemption, only if contacted by BEA.
• Certain private funds are exempt from filing Form BE-13A.
Review exemption criteria on page 3, question 1, response option 5 of Form BE-13 Claim for Exemption.

OTHER BE-13 FORMS
Go to www.bea.gov/be13 for more information about other BE-13 forms.
Form BE-13B covers certain establishments of a new legal entity in the United States by a foreign entity.
Form BE-13D covers certain expansions of operations of existing U.S. affiliates.
Form BE-13E covers cost updates for previously filed Form BE-13B or BE-13D.
Form BE-13 Claim for Exemption covers certain transactions that are not required to be filed on Forms BE-13A, BE-13B, and BE-13D.
*See page 11 for penalties and confidentiality statements.

BE-13A – Instructions and Contact Information
INSTRUCTIONS
Monetary Values: Report in U.S. dollars rounded to thousands (omitting 000).
EXAMPLE – If amount is $1,334,891.00, report as. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ Bil. Mil. Thous. Dols.
1

1 335 ,000
1

Percentages: Report ownership percentages to a tenth of one percent. EXAMPLE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

98.7 %

——— —

Estimates: If actual amounts are not available, supply estimates and specify in the notes section.
Definitions: Underlined terms are defined on page 12.
Retention of copies: Retain a copy of each BE-13 report for three years beyond the report’s original due date.

Notes

CONTACT INFORMATION
Provide information of person to consult about this report:
020 Name
1
021 Street 1
1

Telephone Number

022 Street 2
1

Fax Number

023 City
1

2

2

State
2

Zip
3

—)

— — — - — — — —

(—

—

(—

— —) — — — - — — — —

Extension
3

E-mail Address
4

Country
5

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.

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

025 Name
1

Page 2

Date

Title
2

Telephone Number
1

—

(—

— —) — — — - — — — —

Fax Number
3

—)

— — — - — — — —

(—

Extension
2

FORM BE-13A (REV. 01/2017)

BE-13A – Acquisition Information
EXAMPLE 1.

Consolidating the Acquired U.S. Entity
Consolidated reporting by the acquired U.S. entity (see EXAMPLE 1): The acquired U.S. business
enterprise (A) must file Form BE-13A on a fully consolidated domestic U.S. basis. Include in the
consolidation every U.S. business enterprise (B) and (C), proceeding down each ownership chain, whose
voting interest is more than 50 percent owned by the U.S. business enterprise directly above.
Exclude from the full consolidation all minority-owned U.S. business enterprises (D) and all foreign
business enterprises owned by this U.S. business enterprise; however, include them on an equity basis
when reporting financial information on page 10.
• A minority-owned U.S. business enterprise must file a Form BE-13 Claim for Exemption if the
minority-owned U.S. business enterprise has not previously filed a BE-13, BE-605, BE-12, or BE-15.
Hereinafter the consolidated U.S. businesses are considered to be the ‘acquired U.S. entity’.
Business enterprise means any organization,
association, branch, or venture that exists for
profit-making purposes or to otherwise secure
economic advantage, and ownership of any real
estate that is not held for personal use.

Voting interest is the percent of ownership in
the voting securities of an incorporated
business enterprise, or an equivalent interest
in an unincorporated business enterprise.
Voting interest may not equal equity interest.

Acquired U.S. Entity
Acquired U.S. Business
Enterprise (A)

>50%
U.S. Business
Enterprise (B)

>50%
U.S. Business
Enterprise (C)

≤50%
U.S. Business
Enterprise (D)

ACQUISITION INFORMATION
1

Month
Day
Year
1
What date did a foreign parent’s voting interest (direct, and/or indirect through existing U.S. affiliates)
in the acquired U.S. entity first reach or exceed 10 percent? See Example 2. . . . . . . . . . . . . . . . . . . . . . . . . . . 101 __ __ / __ __ / __ __ __ __

Direct and Indirect Voting Interest

EXAMPLE 2.

Foreign Company X

(NOT a foreign parent)

Foreign Parent
Foreign
United States

Y% voting interest

Indirect
Y% * Z% = voting
interest
Z% voting interest

Direct
voting
interest

U.S. Affiliate(s)

Foreign parent is the FIRST entity incorporated outside the
United States, proceeding up a chain of ownership, that has a
10 percent or more voting interest (directly, and/or indirectly
through existing U.S. affiliates) in the acquired U.S. entity.
Affiliate means a business enterprise located in one country
that is directly or indirectly owned or controlled by an entity of
another country to the extent of 10 percent or more of its voting
stock for an incorporated business or an equivalent interest for
an unincorporated business enterprise.

U.S. Business Enterprise

2

What was the total cost to all foreign parents’ affiliated foreign groups (see EXAMPLE 3)
and their U.S. affiliates for the acquisition that occurred on the date reported in 1 ?
• Include the cost of voting interest and non-voting equity interest.
• Exclude the cost to any U.S. or foreign entity that is not affiliated with any of the foreign parents.
EXAMPLE 3.

Affiliated Foreign Group

$ Bil.

Mil. Thous. Dols.

1

Total Cost. . . . . . . . . . . . . . . . . . . . 102

,000

Foreign Company X (2)
>50 %

>50 %

Foreign Parent (1)

Foreign Company Y (3)

>50 %
Foreign Company Z (3)

Foreign
United States

≥10%

Acquired U.S. Entity

FORM BE-13A (REV. 01/2017)

Foreign companies X, Y, and
Z and the foreign parent
compose the affiliated foreign
group in this example

Affiliated foreign group means:
(1) the foreign parent,
(2) any foreign entity, proceeding up the foreign parent’s
ownership chain, that owns more than 50 percent of the
entity below it up to and including that entity which is not
owned more than 50 percent by another foreign entity, and
(3) any foreign entity, proceeding down the ownership chain(s)
of each of these members, which is owned more than 50
percent by the member above it.
(As used here, "entity" is synonymous with "person,"
as that term is used in the broad legal sense.)

Page 3

BE-13A – Acquisition Information
3

What was the legal name of the acquired U.S. entity at the time of the acquisition?
105 1

4

Did the acquired U.S. entity use any other names immediately before or after the acquisition?
106 1
1

5

1

YES - List and describe the names:

2

NO

2

Were any U.S. businesses established within the last 30 days solely to facilitate the complete acquisition, and will not be dissolved?
107

1

1

YES - List their names:

1

2

NO

2

If the answer is “YES”, consolidate the established entities with the acquired entity while answering the remaining questions on this BE-13A Form.
6

What is the acquired U.S. entity's employer identification number used to file income and payroll taxes?
1

109

___ ___
7

___ ___ ___ ___ ___ ___ ___

Are there any U.S. business enterprises consolidated in, or owned by, the acquired U.S. entity?
120 1
1

8

–

1
2

Yes
No — SKIP to 9

What is the name of each U.S. business enterprise consolidated in, or owned by, the acquired U.S. entity?
Include all consolidated U.S. business enterprises (B) and (C), and unconsolidated minority-owned U.S business enterprises (D), in EXAMPLE 4.

121 1
122 1
123 1
124 1
125 1

List additional entries on a separate page, if necessary.
EXAMPLE 4.

Acquired U.S. Entity
Acquired U.S. Business
Enterprise (A)

Voting interest is the percent of ownership in the voting securities of
an incorporated business enterprise or an equivalent interest
in an unincorporated business enterprise.

>50%
U.S. Business
Enterprise (B)

• In a general or limited partnership, voting interest is presumed
to be divided evenly between the general partners, and limited
partners are presumed to have zero voting interest, unless
otherwise stated in the partnership agreement.

>50%
U.S. Business
Enterprise (C)

≤50%
U.S. Business
Enterprise (D)

Page 4

Business enterprise means any organization, association, branch, or
venture that exists for profit-making purposes or to otherwise secure
economic advantage, and ownership of any real estate that is not held
for personal use.

• In the case of a limited liability corporation (LLC), voting
interest is presumed to be divided equally between the members
(owners), unless otherwise stated in the articles of organization or
in the operating agreement.

FORM BE-13A (REV. 01/2017)

BE-13A – Ownership Information

OWNERSHIP INFORMATION FOR THE ACQUIRED U.S. ENTITY
As of the acquisition date reported in 1 :
9

Direct and Indirect Voting Interest

EXAMPLE 5.

How
many
foreign parents
(direct, and/or indirect through
U.S.

affiliates) does the acquired U.S. entity have? See Example 5.

(Repeated from page 3)

Foreign Company X

(NOT a foreign parent)

1

Number of Foreign Parents. . . . . . . . 180

Foreign Parent

Foreign
United States

Y% voting interest

Foreign parent is the FIRST entity incorporated outside the
United States, proceeding up a chain of ownership, that has
a 10 percent or more voting interest (directly, and/or indirectly
through existing U.S. affiliates) in the acquired U.S. entity.

Direct
voting
interest

Y% * Z% = Indirect
voting
Z% voting interest
interest

Existing U.S. Affiliate(s)

Acquired U.S. Entity
10

What are the names of all foreign parents and the percent of direct
and indirect voting interest that each holds in the acquired U.S. entity?
DIRECT
Voting Interest

Foreign Parents
191

192

193

194

1

2

1

%

———.—

%

2

%

———.—

%

0.0 %
4

0.0 %
4

3

%
———.—

0.0 %
4

———.—
3

2

1

%
———.—
3

———.—

TOTAL Voting
Interest
4

3

%
———.—

2

1

INDIRECT Voting
Interest, Through
Existing U.S. Affiliates

%
———.—

0.0 %

If necessary, please list additional entries on a separate page.
11

What percent of voting interest in the acquired U.S. entity (see EXAMPLE 5) is held:
Voting Interest

A. DIRECTLY by foreign parents?
(This is the sum of direct voting interest provided in 10 .). . . . . . . . . . . . . . . . . . . . . . . . . . .150

1

0.0 %
1

B. DIRECTLY by existing U.S. affiliates of the foreign parents? . . . . . . . . . . . . . . . . . . . . . . . . .151

———.—

%

———.—

%

———.—

%

1

C. DIRECTLY by other U.S. entities? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 152
D. DIRECTLY by other foreign entities?
(Each holding less than 10 percent voting interest in the acquired U.S. entity.). . . . . . . . . . . 153
Total of

1

11 A through 11 D must sum to 1 0 0 . 0 %

Different Types of Ownership

EXAMPLE 6.

(direct by foreign parent)

(direct by U.S. affiliate)

(direct by other foreign entity)

Foreign Parent

Foreign Parent

Other Foreign Entity

Foreign

Y% voting interest

United States
≥10%
voting 11 A
interest

Existing U.S. Affiliate(s)

United States
11 D

Y% * Z% ≥ 10%

Z% voting interest
Existing U.S. Affiliate(s)

Foreign

(direct by other U.S. entity)
Other U.S. Entity

<10%
voting
interest

11 C ≤90% voting interest

11 B

Acquired U.S. Entity
FORM BE-13A (REV. 01/2017)

Page 5

BE-13A – Existing U.S. Affiliates
EXISTING U.S. AFFILIATES
As of the acquisition date reported in 1 :
12 Does any one existing U.S. affiliate DIRECTLY own more than 50 percent of the voting interest in the acquired U.S. entity?
230 1
1

13

1

Yes - Please provide an organizational chart, as of the date of the acquisition. CONTINUE to 13 .

2

No - SKIP to 15 .

231 Name
1

What are the legal name, address, and BEA
ID (if it has one) of the existing U.S. affiliate
that, proceeding up the ownership chain
from the acquired U.S. entity, is the first that
is NOT more than 50 percent directly owned
by another existing U.S. affiliate?
See EXAMPLES 7 and 8.

Street 2

Street 1

2

3

City

State
5

4

Zip

6

Country

7

BEA ID
8

EXAMPLE 8. Identifying the U.S. Affiliates

EXAMPLE 7. Identifying the U.S. Affiliates

Foreign Parent

Foreign Parent Y
Foreign Parent X
≥10% voting
interest

Foreign

≥50% voting
interest

≤ 50% voting interest

> 50% voting interest

Existing U.S. Affiliate 13

Existing U.S. Affiliate 14

> 50% voting interest

> 50% voting interest

Other Existing U.S. Affiliate(s)

Other Existing U.S. Affiliate(s)

> 50% voting interest

> 50% voting interest

Acquired U.S. Entity

Acquired U.S. Entity

What are the legal name, address, and BEA
ID (if it has one) of the existing U.S. affiliate
that, proceeding up the ownership chain
from the acquired U.S. entity, is the first that
is at least 10 percent DIRECTLY owned by a
foreign parent?
See EXAMPLES 7 and 8 above.
If it is the same existing U.S. affiliate as in 13 ,
write "same" in the name field.

≥10% voting interest

Existing U.S. Affiliate 14

Existing U.S. Affiliate 13

14

United States

Other U.S. Entity

United States
≥10% voting interest

Foreign

232 Name
1

Street 1

2

City
4

Street 2
3

State
5

Zip

6

Country

7

BEA ID
8

NOTE: If there is more than one foreign parent (direct, and/or indirect through existing U.S. affiliates), complete 15 through 27 for
each additional foreign parent on separate pages. Additional copies of these pages may be downloaded from www.bea.gov/be13.
Page 6

FORM BE-13A (REV. 01/2017)

0
BE-13A – Identifying Foreign Parent Number ___ of ___

NOTE: If there is more than one foreign parent (direct, and/or indirect through existing U.S. affiliates), complete 15 through 27 for
each additional foreign parent on separate pages. Additional copies of these pages may be downloaded from www.bea.gov/be13.

IDENTIFYING THE FOREIGN PARENT
15 What is the name of this foreign parent?
If this foreign parent is an individual who owns 10 percent of the voting interest (directly, and/or indirectly through existing U.S. affiliates)
in the acquired U.S. entity, write “individual” instead of the individual’s name.
201

1

Foreign parent is the FIRST entity incorporated outside the United
States, proceeding up a chain of ownership, that has 10 percent or
more voting interest (directly, or indirectly through existing U.S.
affiliates) in the acquired U.S. entity.

Direct and Indirect Voting Interest
EXAMPLE 11.
(Repeated from page 3)
Foreign Company X

Voting interest is the percent of ownership in the voting securities of
an incorporated business enterprise or an equivalent interest in an
unincorporated business enterprise, including a branch or partnership.
• In a general or limited partnership, voting interest is presumed to
be divided evenly between the general partners, and limited partners
are presumed to have zero voting interest, unless otherwise stated in
the partnership agreement.
• In the case of a limited liability corporation (LLC), voting interest
is presumed to be divided equally between the members (owners),
unless otherwise stated in the articles of organization or in the
operating agreement.

(NOT a foreign parent)

Foreign Parent
Foreign
United States

Y% voting interest

Direct
voting
interest

Indirect
Y% * Z% = voting
interest
Z% voting interest

Existing U.S. Affiliate(s)

Acquired U.S. Entity

16 What is this foreign parent's country of incorporation?
If the foreign parent is an individual or government, provide the country of residence. For individuals who do not reside in their country
of citizenship, please follow the guidelines for country of residence on page 12.

Country of Foreign Parent

-Country-

BEA USE ONLY

1
202

17 What is this foreign parent's industry code?

• Select the category below which best describes the PRIMARY activity of the SINGLE entity named as the foreign parent. (The codes are also
listed on page 11.)
• DO NOT base the code on the worldwide sales of all consolidated subsidiaries of the foreign parent.
• If the UBO is an individual, select the category "05 - Individual."
203

1

-Industry Code-

FORM BE-13A (REV. 01/2017)

Page 7

0
BE-13A – Identifying the Ultimate Beneficial Owner for Foreign Parent Number ___ of ___

IDENTIFYING THE ULTIMATE BENEFICIAL OWNER (UBO)
18 Is this foreign parent also the ultimate beneficial owner (UBO)? (See EXAMPLES 9 and 10)
• The UBO is the entity, proceeding up the ownership chain that includes the foreign parent, whose voting interest is not more
than 50 percent owned by another entity.
• If the foreign parent is owned or controlled more than 50 percent by another entity, then the foreign parent is NOT the UBO.
210

1
1

1

Yes — SKIP to 21

2

No

Voting interest is the percent of ownership in the voting securities of an incorporated business enterprise or an equivalent interest in an
unincorporated business enterprise.
• In a general or limited partnership, voting interest is presumed to be divided evenly between the general partners,
and limited partners are presumed to have zero voting interest, unless otherwise stated in the partnership agreement.
• In the case of a limited liability corporation (LLC), voting interest is presumed to be divided equally between the
members (owners), unless otherwise stated in the articles of organization or in the operating agreement.

EXAMPLE 12. Foreign Parent is UBO

EXAMPLE 13. Foreign Parent is Not UBO
Company X = UBO

Company X

≤50% voting interest

Foreign

Foreign Parent = UBO

> 50% voting interest
Foreign Parent

Foreign
United States

United States
Acquired U.S. Entity

Acquired U.S. Entity

19 What is the name of the UBO?
If the UBO is an individual, write “individual” instead of the individual’s name.
211

1

20 What is the UBO's country of incorporation?
If the UBO is an individual or government, provide the country of residence. For individuals who do not reside in their country of
citizenship, please follow the guidelines for country of residence on page 12.

Country of UBO

-Country-

BEA USE ONLY

1
212

21 What is the UBO's industry code?
• Select the category below which best reflects the consolidated worldwide sales of the UBO, including all majority-owned subsidiaries.
(The codes are also listed on page 11.)

• If the UBO is an individual, select the category "05 - Individual."
• Do not use code 14 unless you receive permission from BEA.
213

Page 8

1

-Industry Code-

FORM BE-13A (REV. 01/2017)

0
BE-13A – Information for Foreign Parent Number ___ of ___
PRIOR OWNERSHIP
22 Did this foreign parent hold voting interest (directly, and/or indirectly through existing U.S. affiliate ) in
the acquired U.S. entity immediately prior to the acquisition date reported in 1 ?

1

300

1

Yes

1
2

No — SKIP to 26
Percent of
Voting Interest

23 What was the percent of voting interest, to a tenth of one percent, that this foreign parent held (directly, and/or
indirectly through existing U.S. affiliates) in the acquired U.S. entity prior to the acquisition date reported in 1 ? . . . . .

Month

1
301

———.—

Day

%

Year

1

24 What was the date that the voting interest reported in 23 was acquired?. . . . . . . . . . . . . . . . . . . . . . . . . . . . .

__ __ / __ __ / __ __ __ __

302

25 What was the value of the investment this foreign parent had in the acquired U.S. entity prior to the
$ Bil.
acquisition date reported in 1 ?
1
Exclude the cost of the acquisition that took place on the date reported in 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 303

Mil. Thous. Dols.

,000

TRANSACTION INFORMATION
26 What was the total cost to this foreign parent’s affiliated foreign group (see EXAMPLE 11)
and its U.S. affiliates for the acquisition that occurred on the date reported in 1 ?

• If there is only one foreign parent, this is the same as the total cost reported in 2 .
• If there is more than one foreign parent, the sum of the cost for each should match the
total reported in 2 .
• Include the cost of voting interest and non-voting equity interest.
• Exclude the cost to any U.S. entity that is not affiliated with this foreign parent.

$ Bil.

Mil. Thous. Dols.

1

Total cost to this foreign parent's AFG and U.S. affiliates. . . . . . . . . . . . . . . . . . . . . .

,000

320

Affiliated Foreign Group

EXAMPLE 14.
(Repeated
from page 3)

Foreign Company X (2)
>50 %

>50 %

Foreign Parent (1)

Foreign Company Y (3)

>50 %
Foreign Company Z (3)

Foreign
United States

≥10%

Acquired U.S. Entity

Foreign companies X, Y, and
Z and the foreign parent

compose the affiliated foreign

group in this example

Affiliated foreign group means:
(1) the foreign parent,
(2) any foreign entity, proceeding up the foreign parent’s
ownership chain, that owns more than 50 percent of the
entity below it up to and including that entity which is not
owned more than 50 percent by another foreign entity, and
(3) any foreign entity, proceeding down the ownership
chain(s) of each of these members, which is owned more
than 50 percent by the member above it.
(As used here, "entity" is synonymous with "person,"
as that term is used in the broad legal sense.)

DEBT AND EQUITY BETWEEN THE AFFILIATED FOREIGN GROUP (AFG) AND U.S. AFFILIATES
27 For the acquisition, how much did:

A. This affiliated foreign group DIRECTLY pay to the seller (prior owner) of the
acquired U.S. entity as consideration (cash or equity)? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 381

$ Bil.

Mil. Thous. Dols.

1

,000

1

,000

1

,000

1

,000

B. This affiliated foreign group DIRECTLY loan to the acquired U.S. entity? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 382
C. This affiliated foreign group invest in existing U.S. affiliates as cash or equity? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 383
D. This affiliated foreign group loan to existing U.S. affiliates?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 384
NOTE: If there is more than one foreign parent (direct, and/or indirect through existing U.S. affiliates), complete 15 through 27 for
each additional foreign parent on separate pages. Additional copies of these pages may be downloaded from www.bea.gov/be13.
FORM BE-13A (REV. 01/2017)

Page 9

BE-13A – Financial and Operating Information

FINANCIAL AND OPERATING INFORMATION
Report the acquired U.S. entity's financial and operating information for the most recently completed fiscal year. If this information is not available,
provide estimates and indicate such in the notes section on page 2.
Reminder: The acquired U.S. entity includes the acquired U.S. business enterprise and all U.S. business enterprises, proceeding down an ownership
chain from the acquired U.S. business enterprise, whose voting interest is more than 50 percent owned by the U.S. business enterprise directly above it.
For 29 through 32 , include on an equity basis all foreign business enterprises owned by the acquired U.S. business enterprise and all U.S.
business enterprises owned 50 percent or less by the acquired U.S. business enterprise.
Month

Day

Year

1

28 What is the ending date for the most recently completed fiscal year that ended on, or before, the
acquisition date reported in 1 ? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 400
__ __ / __ __ / __ __ __ __

As of the date reported in 28 , what were the acquired U.S. entity's:

$ Bil.

Mil. Thous. Dols.

1

,000

1

,000

1

,000

1

,000

29 Assets? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 401
30 Liabilities? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .402
31 Annual sales or gross operating revenues? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 403
32 Annual net income (loss) after provision for income taxes? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 404
33 Number of employees?
• Include all full-time and part-time employees on the payroll.

• Exclude contract workers and other workers not carried on the payroll.
• If a strike or other interruption of operations was in progress at year end, report a number that represents normal operation.
• If the acquired U.S. entity's activity involves large seasonal variations, report a number that represents an average for the year.
405 1

34 Major activities? Check all that apply.
420

1
2
3
4
5
6

1
2
3
4
5
6

Producer of goods
Seller of goods it does not produce
Producer or distributor of information
Provider of services
Real estate
Other—Specify: 7

35 Major products and/or services involved in the activities identified in 34 ?
If a product, also state what is done to it, i.e., whether it is mined, manufactured, sold at wholesale, transported, packaged, etc.
421 1

36 Four-digit industry classification?
Select the category below which best describes the industry in which the acquired U.S. entity had the largest amount of sales or gross operating
revenues. (See list on page 13 or go to www.bea.gov/NAICS2012 for detailed descriptions.)
423 1

— Select Industry Classification —

As of the date reported in 28 :
37 In which state was the acquired U.S. entity located?

• If the acquired U.S. entity operates in more than one state, then select the state where the greatest number of the employees are based.
• If there are no employees and there is no physical location, then select the state of incorporation.
422 1

— Select State —

38 Did the acquired U.S. entity conduct research and development activities?
424

1
1

Page 10

1
2

Yes
No

RETURN TO COVER PAGE FOR FILING INSTRUCTIONS
FORM BE-13A (REV. 01/2017)

SURVEY INFORMATION
Purpose: This survey collects data on the acquisition or establishment of U.S. business enterprises by foreign investors and the expansion of existing
U.S. affiliates of foreign companies to establish a new production facility. The data collected on the survey are used to measure the amount of new
foreign direct investment in the United States, assess the impact on the U.S. economy, and based on this assessment, make informed policy decisions
regarding foreign direct investment in the United States.
Authority: 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), 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 15 CFR Part 801.
Penalties: Whoever fails to report may be subject to a civil penalty of not less than $4,450, and not more than $44,539, and to injunctive relief
commanding such person to comply, or both. 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 violation,
upon conviction, may be punished by a like fine, imprisonment, or both (22 U.S.C. 3105). Civil penalties are subject to inflationary adjustments. Those
adjustments are found in 15 CFR 6.4.
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.
Respondent burden: Public reporting burden for this BE-13A form is estimated to average 2.5 hours per response, including 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 burden, to:
Director, Bureau of Economic Analysis (BE-1), U.S. Department of Commerce, 4600 Silver Hill Road, Washington, DC 20233; and to the Office of
Management and Budget, Paperwork Reduction Project 0608-0035, Washington, DC 20503.
Confidentiality: The Act provides that your report to this Bureau is CONFIDENTIAL and may be used only for analytical or statistical purposes.
Without your prior written permission, the information filed in your report CANNOT be presented in a manner that allows it to be individually identified.
Your report CANNOT be used for purposes of taxation, investigation, or regulation. Copies retained in your files are immune from legal process.

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, 2012,
available at www.bea.gov/naics2012. See the Summary of Industry Classifications on page 13 of this form.
01 Government and government-owned or -sponsored
enterprise, or quasi-government organization or agency

17 Information (ISI codes 5111–5191)

02 Pension fund — Government run

19 Other services

(ISI codes 1150, 2132, 2133, 5321, 5329, and 5611–8130)

03 Pension fund — Privately run
04 Estate, trust, or nonprofit organization
05 Individual
Private business enterprise, investment organization, or group
engaged in:

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

Manufacturing, including fabricating, assembling, and processing of
goods:
20 Food (ISI codes 3111–3119)
21 Beverages and tobacco products (ISI codes 3121 and 3122)

06 Insurance (ISI codes 5242, 5243, 5249)

22 Pharmaceuticals and medicine (ISI code 3254)

07 Agriculture, forestry, fishing and hunting (ISI codes 1110–1140)

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

08 Mining (ISI codes 2111–2127)

24 Nonmetallic mineral products (ISI codes 3271–3279)

09 Construction (ISI codes 2360–2380)

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

10 Transportation and warehousing (ISI codes 4810–4939)

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

11 Utilities (ISI codes 2211–2213)

27 Machinery (ISI codes 3331–3339)

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

28 Electrical equipment, appliances and components (ISI codes 3351–3359)

13 Banking, including bank holding companies (ISI codes 5221 and 5229)

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

14 Holding companies, excluding bank holding companies

(ISI codes 5512 and 5513)

30 Other transportation equipment (ISI codes 3364–3369)

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)

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)

16 Real estate (ISI code 5310)

FORM BE-13A (REV. 01/2017)

Page 11

DEFINITIONS
Affiliate means a business enterprise located in one country that is
directly or indirectly owned or controlled by an entity of another country
to the extent of 10 percent or more of its voting stock for an incorporated
business or an equivalent interest for an unincorporated business
enterprise.
Affiliated foreign group means:
(1) the foreign parent,
(2) any foreign entity, proceeding up the foreign parent’s ownership
chain, that owns more than 50 percent of the entity below it up to
and including that entity which is not owned more than 50 percent
by another foreign entity; and
(3) any foreign entity, proceeding down the ownership chain(s) of each
of these members, which is owned more than 50 percent by the
member above it.
Branch means the operations or activities conducted by an entity in a
different location in its own name rather than through an incorporated
entity.
Business enterprise means any organization, association, branch,
or venture that exists for profit making purposes or to otherwise secure
economic advantage, and ownership of any real estate that is not held
for personal use.
Country of residence for individuals who do not reside in their
country of citizenship is determined using the following guidelines:
(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.
Direct investment means the ownership or control, directly or
indirectly, by one entity of 10 percent or more of the voting interest in a
business enterprise.

Foreign direct investment in the United States means the
ownership or control, directly or indirectly, by one foreign investor 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 or partnership.
Foreign parent is the FIRST entity incorporated outside the United States,
proceeding up a chain of ownership, that has 10 percent or more voting
interest (directly, and/or indirectly through existing U.S. affiliates) in the
acquired U.S. entity.
Minority-owned U.S. business enterprise means a U.S. business
enterprise in which the U.S. business enterprise above it in an ownership
chain holds 50 percent or less direct voting interest.
Research and development (R&D) is planned, creative work aimed at
discovering new knowledge or developing new or significantly improved
goods and services. This includes
(1) activities aimed at acquiring new knowledge or understanding without
specific immediate commercial application or use (basic research);
(2) activities aimed at solving a specific problem or meeting a specific

commercial objective (applied research); and

(3) systematic use of research and practical experience to produce new or
significantly improved goods, services, or processes (development).
R&D does NOT include expenditures for costs for routine product testing,
quality control, and technical services unless they are an integral part of an
R&D project; market research; efficiency surveys or management studies;
literary, artistic, or historical projects, such as films, music, or books and other
publications; prospecting or exploration for natural resources.
Ultimate beneficial owner (UBO) means the entity, proceeding up the
ownership chain that includes the foreign parent, which is not more than 50
percent owned or controlled by another entity.
United States, when used in a geographic sense, means the 50 states,
the District of Columbia, the Commonwealth of Puerto Rico, and all territories
and possessions of the United States.
U.S. affiliate means an affiliate located in the United States in which
a foreign entity has a direct investment.
Voting interest is the percent of ownership in the voting securities of an
incorporated business enterprise or an equivalent interest in an
unincorporated business enterprise.
• In a general or limited partnership, voting interest is presumed to

be divided evenly between the general partners, and limited partners

are presumed to have zero voting interest, unless otherwise stated in

the partnership agreement.

• In the case of a limited liability corporation (LLC), voting interest

is presumed to be divided equally between the members (owners),

unless otherwise stated in the articles of organization or in the

operating agreement.

Entity (as used here, “entity” is synonymous with “person,” as that term
is used in the broad legal sense) 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).
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.

Page 12

FORM BE-13A (REV. 01/2017)

SUMMARY OF INDUSTRY CLASSIFICATIONS (ISI codes)
For a full description of each classification, see www.bea.gov/naics2012

Agriculture, Forestry, Fishing, and Hunting
1110 Crop production
1120 Animal production
1130 Forestry and logging
1140 Fishing, hunting, and trapping
1150 Support activities for agriculture and forestry
Mining
2111 Oil and gas extraction
2121 Coal
2123 Nonmetallic minerals
2124 Iron ores
2125 Gold and silver ores
2126 Copper, nickel, lead, and zinc ores
2127 Other metal ores
2132 Support activities for oil and gas operations
2133 Support activities for mining, except for oil and
gas operations
Utilities
2211 Electric power generation, transmission, and
distribution
2212 Natural gas distribution
2213 Water, sewage, and other systems
Construction
2360 Construction of buildings
2370 Heavy and civil engineering construction
2380 Specialty trade contractors
Manufacturing
3111 Animal foods
3112 Grain and oilseed milling
3113 Sugar and confectionery products
3114 Fruit and vegetable preserving and specialty
foods
3115 Dairy products
3116 Meat products
3117 Seafood product preparation and packaging
3118 Bakeries and tortillas
3119 Other food products
3121 Beverages
3122 Tobacco
3130 Textile mills
3140 Textile product mills
3150 Apparel
3160 Leather and allied products
3210 Wood products
3221 Pulp, paper, and paperboard mills
3222 Converted paper products
3231 Printing and related support activities
3242 Integrated petroleum refining and extraction
3243 Petroleum refining without extraction
3244 Asphalt and other petroleum and coal products
3251 Basic chemicals
3252 Resins, synthetic rubbers, and artificial and
synthetic fibers an filaments
3253 Pesticides, fertilizers, and other agricultural
chemicals
3254 Pharmaceuticals and medicines
3255 Paints, coatings, and adhesives
3256 Soap, cleaning compounds, and toilet
preparations
3259 Other chemical products and preparations
3261 Plastics products
3262 Rubber products
3271 Clay products and refractories
3272 Glass and glass products
3273 Cement and concrete products
3274 Lime and gypsum products
3279 Other nonmetallic mineral products
3311 Iron and steel mills 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

FORM BE-13A (REV. 01/2017)

3334
3335
3336
3339
3341
3342
3343
3344
3345
3346
3351
3352
3353
3359
3361
3362
3363
3364
3365
3366
3369
3370
3391
3399

Ventilation, heating, air-conditioning,
and commercial refrigeration equipment
Metalworking machinery
Engines, turbines, and power
transmission equipment
Other general purpose machinery
Computer and peripheral equipment
Communications equipment
Audio and video equipment
Semiconductors and other electronic components
Navigational, measuring, electromedical,
and control instruments
Manufacturing and reproducing magnetic
and optical media
Electric lighting equipment
Household appliances
Electrical equipment
Other electrical equipment and components
Motor vehicles
Motor vehicle bodies and trailers
Motor vehicle parts
Aerospace products and parts
Railroad rolling stock
Ship and boat building
Other transportation equipment
Furniture and related products
Medical equipment and supplies
Other miscellaneous manufacturing

Wholesale Trade, Durable Goods
4231 Motor vehicles 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 Electrical and electronic goods
4237 Hardware, and plumbing and heating
equipment and supplies
4238 Machinery, equipment, and supplies
4239 Miscellaneous durable goods
Wholesale Trade, Nondurable Goods
4241 Paper and paper product
4242 Drugs and druggists’ sundries
4243 Apparel, piece goods, and notions
4244 Grocery and related product
4245 Farm product raw material
4246 Chemical and allied products
4247 Petroleum and petroleum products
4248 Beer, wine, and distilled alcoholic beverage
4249 Miscellaneous nondurable goods
Wholesale Trade, Electronic Markets and
Agents and Brokers
4251 Wholesale electronic markets and
agents and brokers
Retail Trade
4410 Motor vehicle and parts dealers
4420 Furniture and home furnishings
4431 Electronics and appliance
4440 Building material and garden
equipment and supplies dealers
4450 Food and beverage
4461 Health and personal care
4471 Gasoline stations
4480 Clothing and clothing accessories
4510 Sporting goods, hobby, book, and music
4520 General merchandise
4530 Miscellaneous store retailers
4540 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
5122
5151
5152
5171
5172
5174
5179
5182
5191

Motion picture and video industries
Sound recording industries
Radio and television broadcasting
Cable and other subscription programming
Wired telecommunications carriers
Wireless telecommunications carriers,
except satellite
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 Nondepository credit intermediation
5229 Nondepository branches and agencies
5231 Securities and commodity contract
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
Real
5310
5321
5329
5331

Estate and Rental and Leasing
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 and Waste
Management and Remediation Services
5611 Office administrative services
5612 Facilities support services
5613 Employment services
5614 Business support services
5615 Travel arrangement and reservation services
5616 Investigation and security services
5617 Services to buildings and dwellings
5619 Other support services
5620 Waste management and remediation services
Educational Services
6110 Educational services
Health Care and Social Assistance
6210 Ambulatory health care services
6220 Hospitals
6230 Nursing and residential care facilities
6240 Social assistance
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

Page 13