Findings and Determinations Pursuant to Sections 16-m and 10 (g) of the Act; Authorization to Make a Grant and to Take Related Actions

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1 FOR CONSIDERATION August 18, 2011 TO: FROM: SUBJECT: REQUEST FOR: The Directors Kenneth Adams Bohemia (Long Island Region Suffolk County) GE Aviation Working Capital Empire State Economic Development Fund General Development Financing (Working Capital) Findings and Determinations Pursuant to Sections 16-m and 10 (g) of the Act; Authorization to Make a Grant and to Take Related Actions I. Project Summary Grantee: ESD* Investment: GE Aviation Systems LLC ( GE Aviation or the Company ) A grant of up to $6,350,000 to be used for a portion of the cost of working capital expenses associated with this project. * The New York State Urban Development Corporation doing business as the Empire State Development Corporation ( ESD or the Corporation ) Project Location: Proposed Project: ESD Incentive Offer Accepted: 1000 MacArthur Memorial Highway, Bohemia, Suffolk County The Company will invest in an Employee Resource Planning System to provide employee training and increase productivity. September 4, 2009 (initial offer); September 30, 2009 (revised offer) Project Completion: December 2019

2 Number of Employees at Project Location: Initial employment (at time of ESD Incentive Offer): 279 Current employment level: 270* Minimum employment on January 1, 2013: 255** *Includes 14 Full-time Contract Employees ** Up to 15% of the total workforce may be Full-time Contract Employees Grantee Contact: Anticipated Appropriation Source: ESD Project No.: Robert Suckow, Director, Military Contracts 1000 Mac Arthur Memorial Highway Bohemia, New York Phone: (631) Fax: (631) Empire State Economic Development Fund W789 Project Team: Project Management Jill Wolfeld Affirmative Action Gowshihan Sriharan Finance Amit Nihalani Environmental Soo Kang Regional Council: The Long Island Regional Council has been made aware of this item. II. Project Cost and Financing Sources Financing Uses Amount Salaries including fringe $228,210,838 Property Tax 1,821,710 Lease payments 6,267,500 Utilities 5,083,280 Total Project Costs $241,383,328 Financing Sources Amount Percent ESD-Grant (W789) $6,350,000 3% Company Equity 235,033,328 _97% Total Project Financing $241,383, % 2

3 III. Project Description A. Background GE Aviation Systems LLC is a subsidiary of the publicly-traded General Electric Company and produces large and small jet engines for commercial and military aircraft for over 45 years. In addition, the Company designs, develops and manufactures mechanical systems and avionics systems, and designs, develops and manufactures electrical power systems at the Bohemia site. The Company is dedicated to the design, development and manufacture of aerospace electrical power products, including converters, inverters, battery charging systems and custom power supplies for the civil and military aircraft. In addition, the Company also designs and develops integrated lighting systems including cockpit control panels, annunciators and lighting controllers. The Company has also expanded into ground vehicle and directed energy applications. GE Aviation s customers include Boeing, Lockheed Martin, Northrop Grumman, Raytheon, Sikorsky and the US government. Major competitors of the Company in the electrical power market include Honeywell (of Arizona), Hamilton Sundstrand (of Connecticut) and Esterline (of Washington). Due to the difficult environment in the aerospace industry, the Company reviewed its sites to ensure business competitiveness. The Company considered closing the Bohemia facility and moving operations to Ohio and Michigan where it already has a presence when it approached ESD for financial assistance. ESD offered the Company two grants, a $6,350,000 working capital grant from the Empire State Economic Development Fund ( EDF )and a $3,650,000 Downstate Revitalization Fund ( DRF ) capital grant. The Company accepted ESD s incentive offer in October As a result of the EDF grant, the Company will retain 200 jobs and create 55 new jobs in New York State. The DRF grant will be presented to the Directors at a later date. Since 2000, ESD has made six grants, excluding this grant, totaling $33,000,000 to or for the benefit of GE or GE-affiliated companies. The offers include a variety of attraction and retention projects that are anticipated to retain 499 jobs and create 1,443 jobs throughout New York State. B. The Project GE Aviation staff at the Bohemia site will undergo training to ensure that the hourly workforce operates as a team with self supervision. The training model is expected to improve employee engagement and productivity. Training for salaried employees relating to compliance, technical expertise and leadership will also be offered by online modules, internal GE training resources or external professionals. The non-capital portion of an employee resource planning system (Oracle) relating to this project will improve resource planning, which will prepare the Company for production volume increases. The project began in January 2011 and is expected to be completed by December

4 C. Financial Terms and Conditions 1. The Company will be obligated to advise ESD of any material or adverse changes in its financial condition prior to disbursement. 2. The Company will be required to contribute a minimum of 10% of the total project cost in the form of equity contributed after the Company s acceptance of ESD s offer. Equity is defined as cash injected into the project by the Company or by investors, and should be auditable through Company financial statements or Company accounts, if so requested by ESD. Equity cannot be borrowed money secured by the assets in the project. 3. General Electric Company will guarantee the grant repayment obligation of its subsidiary, GE Aviation Systems LLC in the event of an Employment Shortfall or other default, as defined in these materials or the Grant Disbursement Agreement. 4. Prior to disbursement, the Company must employ at least the number of Full-time Permanent Employees set forth as the Baseline Employment in the table below. A Fulltime Permanent Employee shall mean (a) a full-time, permanent, private-sector employee on the Grantee s payroll, who has worked at the Project Location for a minimum of thirty-five hours per week for not less than four consecutive weeks and who is entitled to receive the usual and customary fringe benefits extended by Grantee to other employees with comparable rank and duties; or (b) two part-time, permanent, private-sector employees on Grantee s payroll, who have worked at the Project Location for a combined minimum of thirty-five hours per week for not less than four consecutive weeks and who are entitled to receive the usual and customary fringe benefits extended by Grantee to other employees with comparable rank and duties. A Full-time Contract Employee is a full-time private sector employee (or self-employed person) who is not on the grantee s payroll but who works exclusively for the grantee at the project location for a minimum of 35 hours per week for not less than 4 consecutive weeks, providing services that would otherwise be provided by a Full-time Permanent Employee. The position held by a Full-time Contract Employee must be a year-round position. 5. Up to $6,350,000 will be disbursed to the Grantee in ten installments as follows: a) an initial Three Disbursements from January 1, 2010, through January 1, 2013, of an amount equal to 10% of the grant ($635,000, or $24,902 per employee, up to 255 employees) upon documentation of working capital (wages, property taxes, lease payments, utilities, employee training, and the non-capital portion of an Employee Resource Planning System) project costs totaling approximately $17,000,000 per year, and documentation of the employment of at least 200 Full-time Permanent Employees at the Project Location, assuming that all project approvals have been completed and funds are available; b) Seven Disbursements from January 1, 2013, through January 1, 2020, of an amount equal to 10% of the grant ($635,000, or $24,902 per employee, up to 255 employees) 4

5 upon documentation of working capital (wages, property taxes, lease payments, utilities, employee training, and the non-capital portion of an Employee Resource Planning System) project costs totaling approximately $17,000,000 per year, and documentation of the employment of at least 255 Full-time Permanent Employees at the Project Location (Employment Increment of 55), provided Grantee is otherwise in compliance with program requirements; Payment will be made upon presentation to ESD of an invoice and such other documentation as ESD may reasonably require. Expenses must be incurred on or after October 9, 2009, to be considered eligible project costs. All disbursements must be requested by April 1, ESD will not be entitled to recoup any installments of ESD s Working Capital Grant once disbursed. Such disbursements will be made only if Grantee demonstrates that it has met Company Employment Commitments as defined above. If the Grantee fails to achieve Company Employment Commitments for two consecutive years or closes or relocates a substantial portion of its operations at the Project Location out of state, ESD will be entitled to terminate the Working Capital Grant and reallocate remaining grant funds 6. ESD may reallocate the project funds to another form of assistance, at an amount no greater than $6,350,000, for this project if ESD determines that the reallocation of the assistance would better serve the needs of the Company and the State of New York. In no event shall the total amount of any assistance to be so reallocated exceed the total amount of assistance approved by the Directors. IV. Statutory Basis 1. The proposed project would promote the economic health of New York State by facilitating the creation or retention of jobs or would increase activity within a municipality or region of the state or would enhance or help to maintain the economic viability of family farms. As a result of this project, the Company will maintain its employment level of 200 and create 55 new jobs. 2. The proposed project would be unlikely to take place in New York State without the requested assistance. Without ESD assistance, this project would likely have been relocated to an existing facility in Ohio or Michigan. 3. The project is reasonably likely to accomplish its stated objectives and the likely benefits of the project exceed costs. Evaluated over a seven-year period, the following are anticipated project impacts (dollar values are present value): 5

6 Fiscal benefits to NYS government from the project are estimated at $11,850,335; Fiscal cost to NYS government is estimated at $6,350,000; Project cost to NYS government per direct job is $32,766; Project cost to NYS government per job (direct plus indirect ) is estimated at $18,496; Ratio of project fiscal benefits to costs to NYS government is 1.87:1; Fiscal benefits to all governments (state and local) are estimated at $21,536,404; Fiscal cost to all governments is $6,350,000; All government cost per direct job is $32,766; All government cost per total job is $18,496; The fiscal benefit to cost ratio for all governments is 3.39:1; Economic benefits (fiscal plus total net resident disposable income from project employment) are estimated at $121,809,063, or $354,802 per job (direct and indirect); The economic benefit to cost ratio is 19.18:1; There is no construction activity related to this project; For every permanent direct job generated by this project, an additional 0.79 indirect jobs are anticipated in the state s economy; The payback period for NYS costs is one year. ( See Project Summary Benefit-Cost Evaluation attached for detail and definitions.) 4. The requirements of Section 10(g) of the Act are satisfied. No residential relocation is required because there are no families or individuals residing on the site. V. Environmental Review ESD staff has determined that the project does not constitute an action as defined by the New York State Environmental Quality Review Act and the implementing regulations of the New York State Department of Environmental Conservation. No further environmental review is required in connection with the project. VI. Affirmative Action ESD s Non-discrimination and Affirmative Action policy will apply. The Client is encouraged to use its best efforts to achieve a Minority Business Enterprise participation goal of 10% and a Women Business Enterprise participation goal of 5% of the total dollar value of work performed pursuant to contracts or purchase orders entered into in connection with the construction work related to the project and to include minorities and women in any job opportunities created by the project. VII. ESD Financial Assistance Subject to Availability of Funds and Additional Approval The provision of ESD financial assistance is contingent upon the availability of funds and the approval of the State Division of the Budget. 6

7 VIII. Additional Submissions to Directors Resolutions New York State Map Project Finance Memorandum Cost-Benefit Analysis 7

8 August 18, 2011 Bohemia (Long Island Region Suffolk County) GE Aviation Working Capital Empire State Economic Development Fund - General Development Financing (Working Capital) Findings and Determinations Pursuant to Sections 16-m and 10 (g) of the Act; Authorization to Make a Grant and to Take Related Actions RESOLVED, that on the basis of the materials presented to this meeting, a copy of which is hereby ordered filed with the records of the Corporation, relating to the GE Aviation Working Capital Empire State Economic Development Fund Genereal Developmnet Financing (Working Capital) Project (the Project ), the Corporation hereby determines pursuant to Sections 16-m and 10 (g) of the New York State Urban Development Corporation Act of 1968, as amended (the Act ), that 1. The proposed project would promote the economic health of New York State by facilitating the creation or retention of jobs or would increase activity within a municipality or region of the state or would enhance or help to maintain the economic viability of family farms; 2. The project would be unlikely to take place in New York State without the requested assistance; 3. The project is reasonably likely to accomplish its stated objectives and that the likely benefits of the project exceed costs; 4. There are no families or individuals to be displaced from the project area; and be it further RESOLVED, that the President and Chief Executive Officer of the Corporation or his designee(s) be, and each of them hereby is, authorized to make to GE Aviation Systems LLC a grant for a total amount not to exceed Six Million Three Hundred and Fifty Thousand Dollars ($6,350,000) from the Empire State Economic Development Fund for the purposes, and substantially on the terms and conditions, set forth in the materials presented to this meeting, with such changes as the President and Chief Executive Officer of the Corporation or his designee(s) may deem appropriate, subject to the availability of funds and the approval of the State Division of the Budget; and be it further RESOLVED, that the President and Chief Executive Officer of the Corporation or his designee(s) be, subsequent to the making of the grant, and each of them hereby is, authorized to take such actions and make such modifications to the terms of the grant as he or she may deem necessary or appropriate in the administration of the grant; and be it further RESOLVED, that the provision of ESD financial assistance is expressly contingent upon: (1) the approval of the Public Authorities Control Board, if applicable, and (2) receipt of all other necessary approvals; and be it further

9 RESOLVED, that the President and Chief Executive Officer or his designee(s) be, and each of them hereby is, authorized in the name and on behalf of the Corporation to execute and deliver any and all documents and to take all actions as he or she may in his or her sole discretion consider to be necessary or proper to effectuate the foregoing resolutions. * * *