Document/Exhibit Description Pages Size
1: 10-K Annual Report 29 165K
2: EX-10.11 Lease and Operation Agreement 36 88K
3: EX-10.28 Amendment Dtd 12/24/97 9 26K
4: EX-10.29 Agreement Dtd 12/24/97 25 59K
5: EX-10.30 Use and Occupancy Agmt 8 43K
6: EX-13.1 Annual or Quarterly Report to Security Holders 44 226K
7: EX-27.1 Exhibit 27.1 Financial Data Schedule 2 10K
8: EX-27.2 EX-27.2 Financial Data Schedule 2 10K
9: EX-27.3 EX-27.3 Financial Data Schedule 2 11K
10: EX-99.1 Miscellaneous Exhibit 4 28K
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 10-K
[Download Table]
(Mark One)
/X/
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997
OR
/ /
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NO. 1-8461
GULFSTREAM AEROSPACE CORPORATION
[Download Table]
DELAWARE 13-3554834
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
P. O. BOX 2206
500 GULFSTREAM ROAD
SAVANNAH, GEORGIA
31402-2206
(912) 965-3000
Securities registered pursuant to Section 12(b) of the Act:
[Enlarge/Download Table]
Name of each exchange
Title of each class on which registered
-------------------------------------------------------- --------------------------------------------------------
COMMON STOCK, $.01 PAR VALUE NEW YORK STOCK EXCHANGE
Securities registered pursuant to Section 12(g) of the Act:
NONE
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes /X/ No / /
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. / /
The aggregate market value of the shares of common stock held by
non-affiliates of the registrant (based on the closing price for the common
stock on the New York Stock Exchange on March 20, 1998 was $1,728,385,638.
For purposes of this computation, shares held by affiliates and by directors
of the registrant have been excluded. Such exclusion of shares held by
directors is not intended, nor shall it be deemed, to be an admission that
such persons are affiliates of the registrant.
As of March 20, 1998, there were outstanding 72,667,265 shares of the
registrant's common stock, par value $.01, which is the only class of common
stock of the registrant.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Annual Report to Stockholders for the fiscal
year ended December 31, 1997 (the "1997 Annual Report") are incorporated by
reference in Parts II and IV of this Form 10-K. Portions of the Registrant's
definitive Proxy Statement for the Annual Meeting of Stockholders to be held on
May 14, 1998 (the "1998 Proxy Statement") are incorporated by reference in Part
III of this Form 10-K to the extent stated herein. Except with respect to
information specifically incorporated by reference in this Form 10-K, neither
the Annual Report nor the Proxy Statement is deemed to be filed as a part
hereof.
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PART I
ITEM 1. BUSINESS
GENERAL
Gulfstream Aerospace Corporation (the "Company") is recognized worldwide as
a leading designer, developer, manufacturer and marketer of the most
technologically advanced intercontinental business jet aircraft. Since 1966,
when the Company created the large cabin business jet category with the
introduction of the Gulfstream II, the Company has dominated this market
segment, capturing a cumulative market share of approximately 60%. The Company
has manufactured and sold over 1,000 large business aircraft since the
introduction of the Gulfstream product line in 1958.
The Company has developed a broad range of aircraft products to meet the
aviation needs of its targeted customers (which include national and
multinational corporations, governments and governmental agencies, heads of
state and wealthy individuals). The Company's current principal aircraft
products are the Gulfstream IV-SP, the Gulfstream V, Gulfstream
Shares-Registered Trademark- (fractional ownership interests in Gulfstream
IV-SPs) and pre-owned Gulfstream aircraft. As an integral part of its aircraft
product offerings, the Company offers aircraft completion (exterior painting of
the aircraft and installation of customer selected interiors and optional
avionics) and worldwide aircraft maintenance services and technical support for
all Gulfstream aircraft. In addition, the Company's financial services
subsidiary, Gulfstream Financial Services Corporation, through its private label
relationship with a third-party aircraft financing provider, offers customized
products to finance the worldwide sale of Gulfstream aircraft.
The Company is the ultimate successor to a business (the "Predecessor
Business") established by Grumman Aerospace in 1956. In 1978, the Predecessor
Business was acquired by a group of investors headed by Allen E. Paulson, the
then Chairman of the Predecessor Business. Chrysler Corporation ("Chrysler")
acquired the Predecessor Business in 1985. In March 1990, the Gulfstream
business was acquired from Chrysler by certain partnerships (the "Forstmann
Little Partnerships") formed by Forstmann Little & Co. ("Forstmann Little"). On
October 16, 1996, the Company sold 4,559,100 shares of the Company's Common
Stock, and the Forstmann Little Partnerships and certain option holders of the
Company's Common Stock sold 37,940,900 shares of the Company's Common Stock in
an initial public offering at a price of $24.00 per share. As of March 20, 1998,
the Forstmann Little Partnerships owned approximately 43.2% of the outstanding
shares of the Company's Common Stock.
PRINCIPAL PRODUCTS
The business jet aircraft market is generally divided into four
markets--light, medium, large and ultra-long range. These markets are defined on
the basis of range, cabin volume and gross operating weight.
GULFSTREAM V
The Company's newest aircraft product is the Gulfstream V, which serves the
ultra-long range market. The Company believes the Gulfstream V provides the
longest range, fastest cruising speed and most technologically advanced avionics
of any ultra-long range business jet aircraft currently in operation. The
Gulfstream V received final type certification from the Federal Aviation
Administration ("FAA") on April 11, 1997. The Company had manufactured and
delivered 32 Gulfstream Vs through 1997. Deliveries of the first outfitted
aircraft to customers began in 1997. In its first six months in service, the
Gulfstream V set 40 world and national records.
The Gulfstream V has a maximum operating speed of Mach .885. It can
accommodate up to 19 passengers and has a range of up to 6,500 nautical miles.
These capabilities permit routine intercontinental travel at cruising speeds
comparable to commercial airline cruising speeds, while operating efficiently at
altitudes as high as 51,000 feet, flying above most commercial airline traffic
and adverse weather. The Gulfstream V is versatile enough to fly long-range
missions, such as New York to Tokyo in approximately 14 hours, as well as
high-speed missions, such as New York to London, in approximately six hours.
2
The Gulfstream V design process combined modern technology with the
conservative design philosophy of all Gulfstream aircraft. The Gulfstream V
aircraft development was launched in 1992 and significantly enhanced in 1993 in
response to extensive market research. Aerodynamic profiles were developed and
verified using computational fluid dynamics (CFD) and scale model wind tunnel
testing. Following systems definition, detailed designs were prepared on both
two dimensional (CADAM) and three dimensional (CATIA) digital computer models,
thereby eliminating the need to construct a physical prototype of the new
aircraft. The Company estimates that Gulfstream, its revenue share partners and
key suppliers will have invested over $800 million, in the aggregate, in
developing the Gulfstream V.
The Gulfstream V is equipped with two 14,750-pound-thrust BR710 engines
built by BMW Rolls-Royce GmbH, which were specifically designed for use on the
Gulfstream V and for which Gulfstream was the launch customer. The sound levels
of the Gulfstream V's engines are well below FAA Stage 3 and ICAO/Chapter 3
regulatory requirements (the FAA's and ICAO's most stringent noise abatement
regulations). These engines are designed to operate 7,000 flight hours between
major overhauls and, due to fuel efficiency, operate at a lower cost than the
engines of the Gulfstream IV-SP. The BR710 engine was certified by the Joint
Aviation Authorities and the FAA in 1996.
The aircraft utilizes dual cabin pressurization systems to minimize cabin
altitude. At it's cruising altitude of 51,000 feet, the Gulfstream V cabin
altitude is only 6,000 feet, the lowest cabin altitude of any jet aircraft. This
low cabin altitude, together with a 100% fresh air ventilation system (instead
of a recirculating air system) significantly reduces passenger fatigue.
The advanced flight systems on the Gulfstream V include automatic throttle
systems, an integrated performance computer system, an engine information crew
advisory system, a dual global positioning system and independent inertial
reference systems. These systems provide accurate flight planning, as well as
automatic control, throughout the planned flight profile. For maximum safety, a
Traffic Collision Avoidance System, turbulence and wind shear-detecting radar
and an enhanced Ground Proximity Warning System are also standard. An additional
safety feature of the Gulfstream V is an optional head-up display ("HUD"). The
HUD optimizes pilot performance and improves flight safety, especially in low
visibility conditions, by reducing the pilot's dependence on the instrument
panel, thus allowing the pilot to direct his vision outside the cockpit.
In order to reduce the business risk associated with the design and
manufacture of the Gulfstream V, the Company entered into revenue sharing
agreements with Northrop Grumman Corporation for the wing and Fokker Aviation
B.V. (a subsidiary of Stork B.V.) for the empennage. Under these agreements, the
revenue share partner is responsible for the detailed design, tooling and
manufacture of the systems in exchange for a fixed percentage of revenues of
each Gulfstream V sold (which the Company records as a cost of goods sold upon
an aircraft delivery). Thus, in addition to financing the development,
manufacture and delivery of its components, each manufacturer shares in the risk
of fluctuations in demand and market price of the Gulfstream V.
The Company had received a total of 81 orders through 1997 for the
Gulfstream V. In 1997, the Gulfstream V was selected by the U. S. Air Force for
its VCX program for use in the Special Mission Air Wing.
The list price for a completed Gulfstream V is currently approximately
$38,000,000 (depending on escalation and selected options). The Company provides
a purchaser of a Gulfstream V with a 20 year or 20,000 flight hour warranty
(whichever comes first) on the airframe structure and a six-year warranty on
components (other than the engines). BMW Rolls-Royce GmbH provides a direct
five-year or 2,500 flight hour warranty (whichever comes first) on the engines
to purchasers of a Gulfstream V.
GULFSTREAM IV-SP
The Company's other principal aircraft product is the Gulfstream IV-SP,
serving the large cabin business jet market. The Company believes that the
Gulfstream IV-SP offers the best combination of large cabin size, long range,
fast cruising speed and technologically advanced avionics of any large business
jet aircraft in its market segment. The Gulfstream IV-SP is an enhanced version
of the Gulfstream IV. (See "--Past Aircraft Product Offerings" page 11). The
Company manufactured and sold 114 Gulfstream IV-SPs from 1993 to 1997 and 213
Gulfstream IVs from 1985 to 1992. The Company continues to manufacture the
Gulfstream IV-SP along with the Gulfstream V.
3
The Gulfstream IV-SP can accommodate up to 19 passengers, has a range of up
to 4,220 nautical miles and a cruising speed of up to Mach .85. These
capabilities permit routine intercontinental travel at cruising speeds
comparable to commercial airline cruising speeds, while operating efficiently at
altitudes as high as 45,000 feet, flying above most commercial airline traffic
and adverse weather. The Gulfstream IV/IV-SP is the holder of 67 distance,
altitude and speed records for aircraft of its class including east-bound and
west-bound around-the-world speed records (36 hours and 8 minutes (east-bound)
and 45 hours and 25 minutes (west-bound)).
The Company developed the SP (Special Performance) version of the Gulfstream
IV with enhanced avionics, increased interior cabin width and height, and
increased allowable landing weight, providing improved mission flexibility and
allowing the Gulfstream IV-SP to fly multiple-leg trips without refueling.
The Gulfstream IV-SP is equipped with two Rolls-Royce Tay fan jet engines
which have commercial airline-proven reliability and performance. The Tay
engines can operate 8,000 flight hours between major overhauls, producing
aircraft operating costs for the Gulfstream IV-SP that the Company believes are
comparable to those of its competitors. Additionally, the Gulfstream IV-SP,
together with the Gulfstream IV and the Gulfstream V, are the only business jet
aircraft combining an electronic "all glass cockpit" and an advanced avionics
suite consisting of a fully integrated computerized flight management system,
including a performance computer and automatic throttle systems.
The list price for a completed Gulfstream IV-SP is currently approximately
$28,600,000 (depending upon selected options). The Company provides a purchaser
of a Gulfstream IV-SP with a 15 year or 15,000 flight hour warranty (whichever
comes first) on the airframe structure and a 30 month warranty on most other
parts (other than the engines). Rolls-Royce provides a direct 5 year or 2,500
flight hour warranty (whichever comes first) on the engines to purchasers of a
new Gulfstream IV-SP. Since the first delivery of a Gulfstream IV in 1985,
warranty claims on the Gulfstream IV and Gulfstream IV-SP have aggregated less
than 1% of aggregate net revenues from the sales of Gulfstream IVs and
Gulfstream IV-SPs.
GULFSTREAM IV-MPA
The Company has designed and manufactured the Gulfstream IV-MPA, a
multi-purpose derivative of the Gulfstream IV (designated C20-G) procured by and
in service for the U. S. Navy. The Gulfstream IV-MPA may be equipped with a
six-foot wide cargo door and/or high density seating (up to 26 passengers).
These aircraft have the capability to convert from a cargo configuration to a 26
passenger configuration in less than four hours. Depending upon the specific
configuration, the Gulfstream IV-MPA's list price ranges from $28,600,000 to
$32,600,000. There are currently 8 Gulfstream IV-MPAs in service. The Company
believes that the Gulfstream IV-MPA and other special mission modifications of
the Gulfstream IV-SP aircraft will be important products for meeting the needs
of government operators, military organizations, civil authorities and
intelligence gathering agencies.
GULFSTREAM SHARES-REGISTERED TRADEMARK-
The Company offers customers fractional ownership in Gulfstream IV-SP
aircraft through a program established by the Company in 1995 in conjunction
with EJI's NetJets-Registered Trademark- program. This program is designed to
provide customers with the benefits of Gulfstream IV-SP aircraft ownership at a
substantially lower cost than the purchase of an entire aircraft. The program
significantly expands the market for Gulfstream IV-SP aircraft to include those
customers whose aircraft usage patterns or financial resources do not justify or
permit the direct purchase of a Gulfstream aircraft. The Gulfstream
Shares-Registered Trademark- program, by teaming Gulfstream and EJI, has brought
the Gulfstream name, quality, reputation and marketing infrastructure together
with the operational experience and reputation of the founder and leader in the
business jet aircraft fractional ownership market.
4
The Gulfstream Shares-Registered Trademark- program is marketed by the
Company. EJI purchases Gulfstream IV-SPs from the Company and then sells
fractional ownership interests in such aircraft generally in one-eighth or
one-quarter increments for which the customer receives 100 or 200 hours of
flying time per year, respectively, with a guaranteed response time for pick-up
of 10 hours or 6 hours, respectively. As of December 31, 1997, the Company had
contracted to deliver to EJI 27 Gulfstream IV-SPs and 2 Gulfstream Vs in
connection with the Gulfstream Shares-Registered Trademark- program, 15 of which
had been delivered and 14 of which will be delivered through 2000. EJI also has
an option to purchase two additional GIV-SPs. The customers enter into
management and operating contracts with EJI which provide guaranteed services
and operating costs. EJI's agreement with its customers provides for a term of 5
years with certain termination and renewal rights. There is no recourse to the
Company under the provisions of these agreements or under the Company's
contractual agreement with EJI.
The Gulfstream IV-SP aircraft are maintained by the Company under a
maintenance agreement with EJI. Further, under a lease arrangement, the Company
provides EJI up to 3 pre-owned Gulfstream IV aircraft (which are included in the
Company's pre-owned aircraft inventory) which make up EJI's core fleet and are
used to facilitate EJI's meeting its response time and service guarantees. The
Company has a proprietary agreement with EJI relating to the marketing
activities and provision of the core fleet, pursuant to which the Company is
reimbursed for certain marketing expenses and earns royalty fees on certain EJI
revenues. The Company's marketing services agreement for Gulfstream
Shares-Registered Trademark- has a term of three years from 1996 which can be
extended by mutual agreement of the parties.
In addition to providing the Company with an incremental source of revenues,
the Company believes the Gulfstream Shares-Registered Trademark- program
represents an important marketing tool. Fractional ownership provides the
Company with a lower priced product that allows it to broaden its potential
market and to create an entry level product for new Gulfstream customers.
Fractional ownership also allows the Company to offer an interim solution for
customers who have an immediate need for aircraft transportation and desire to
purchase a whole aircraft, but must wait for delivery due to the order backlog.
The Company is currently pursuing opportunities for international Gulfstream
Shares-Registered Trademark- programs. In 1997, the Company and EJI announced
the signing of letters of intent with a group of Middle East investors for the
purchase of up to 12 Gulfstream IV-SP aircraft and the operation of a Middle
East fractional ownership program.
AIRCRAFT COMPLETION
When the Company sells a new Gulfstream V or Gulfstream IV-SP, it generally
contracts with its customer to deliver a green aircraft and a completed
interior. The Company's completion services include painting and installing
customer selected interiors and optional avionics. The Company believes that its
completion services improve customer satisfaction while enhancing the Company's
profitability. The Company has proprietary control over the specifications
required to complete a Gulfstream V. Although other companies offer completion
services for the Gulfstream IV-SP, the Company believes it has an advantage over
other suppliers due to Gulfstream's understanding of its own aircraft and the
interface requirements necessary for installation of custom-designed interiors
and optional avionics systems. The Company believes that it also provides
superior craftsmanship in designing and building customized interiors.
Gulfstream has increased its completion order rate on new aircraft as a
percentage of green aircraft orders from 70% in 1990 to almost 100% in 1997. In
an effort to simplify the selling process and to capture completion business,
the Company currently markets its aircraft to customers on a completed basis. As
part of this effort, the Company has developed an aircraft completion program
that offers customers a customized interior using core standardized design
elements. The use of these standardized elements allows the Company to more
accurately predict and reduce costs, cut cycle times and increase consistency of
production. This, together with its integrated marketing strategy, has allowed
the Company to perform substantially all of the completion services for its
green aircraft since 1993.
The Company's completion centers, located in Savannah, Georgia; Brunswick,
Georgia; and Long Beach, California, offer full completion and refurbishing
services. The Company's completion centers can accommodate an aggregate of up to
20 aircraft at one time.
5
PREMIUM PRE-OWNED GULFSTREAM AIRCRAFT AND OTHER PRE-OWNED AIRCRAFT
Pre-owned aircraft are routinely accepted in trade to facilitate the sale of
new Gulfstream IV-SPs and Gulfstream Vs. The Company uses pre-owned Gulfstream
aircraft as a significant tool in expanding the Company's potential market and
competing with lower priced, new aircraft products.
The Company refurbishes pre-owned Gulfstream aircraft and markets these
aircraft as a branded product of the Company. Pursuant to this program, the
Company backs pre-owned Gulfstream aircraft with a 5 year warranty on the
airframe structure and a 12 month warranty on virtually all other parts,
including the engines under a separate warranty from Rolls-Royce Commercial Aero
Engines Limited.
Trade-in values for pre-owned aircraft are based on estimated fair market
value ("FMV") at the time the trade-in will actually occur. If the trade-in time
is greater than twelve months into the future, the Company's current practice is
to reserve the right to determine FMV not more than six months prior to delivery
of the green aircraft. Trade-in aircraft are always entered into inventory at
the lower of cost or estimated realizable value. Any excess value offered to a
customer above estimated realizable value is recognized as a reduction in the
revenue received in the new aircraft sale transaction.
Through its trade-in agreements, the Company reserves the right to
pre-market the trade-in aircraft prior to acceptance of title from the customer.
Over the past several years, the Company has generally been successful in
entering sales agreements on trade-in aircraft prior to acceptance of title. If
market conditions change, however, no assurances can be made that the Company
can continue this practice.
The Company has provided a portion of its Gulfstream V customers whose
contracts are currently in backlog with an option to trade in a Gulfstream
aircraft at the time of their Gulfstream V aircraft delivery. These options may
be at a specified dollar amount or at FMV "to be determined six months prior to
green delivery" of the Gulfstream V. The Company continues to assess those
options which are at a fixed dollar amount in light of market conditions and has
determined such fixed dollar options are no higher than the FMV estimated for
the time of Gulfstream V aircraft delivery. Although no assurance can be given
that the fixed dollar trade-in aircraft values will remain at or below FMV at
the time of trade, any adjustments required for values in excess of FMV will be
appropriately reflected in the new aircraft sales transaction and the pre-owned
inventory will be stated on the Company's books at the lower of cost or
estimated realizable value.
The Company has obtained certification of Gulfstream IIIs, Gulfstream IVs
and Gulfstream IV-SPs for use in the Commonwealth of Independent States (the
former Soviet Union) as a part of the Company's efforts to develop select
international markets through the introduction of lower priced, pre-owned
Gulfstreams.
AIRCRAFT SERVICES, PARTS AND TECHNICAL SUPPORT
The Company is committed to supporting, servicing and expanding the
Gulfstream aircraft fleet as part of its customer-oriented strategy. The Company
provides worldwide service and support by integrating a network of Company-owned
service centers, three levels of authorized third-party service providers,
worldwide parts depots, worldwide service representatives and 24 hour-a-day
technical/AOG (aircraft on the ground) support. The Company believes that the
service business offers potential for future expansion and growth as the
Gulfstream fleet grows and that the high level of service the Company provides
results in significant repeat business.
SERVICE CENTERS. The Company operates service centers in Savannah and
Brunswick, Georgia and Long Beach, California for aircraft maintenance
functions, including modifications and major repairs. In 1996, the Company
opened a new 200,000 square foot, state-of-the-art, service facility in
Savannah, Georgia, with capacity for 12 to 20 Gulfstream Vs and Gulfstream IVs.
In 1997, the Company expanded the Service Center operations in Savannah to 24
hours a day, 7 days a week.
The Company has license agreements with Marshalls of Cambridge (Cambridge,
England), Chrysler's Pentastar Aviation subsidiary (Ypsilanti, Michigan) and Jet
Aviation (Singapore) to provide service, maintenance and repairs for Gulfstream
aircraft. The licensees provide additional geographic service locations for the
expanding Gulfstream fleet. Royalty fees are paid to the Company by the
licensees based on labor hours expended. In addition, Associated Airlines
6
(Melbourne, Australia) and Jet Aviation Business Jets (Geneva and Basel,
Switzerland) serve as authorized warranty centers.
PARTS. Parts are provided to aircraft owners through a network of five
Company parts depots. Proprietary initiatives (including cancellation of
discounts to third-party outlets, a gradual adjustment of parts pricing for
high use items, and a gradual elimination of international price premiums)
have been undertaken in the last three years to develop, improve and sustain
the Company's competitive advantage in the fragmented parts market and to
improve customer service levels.
TECHNICAL INFORMATION. The Company markets aircraft support publications
and technical documents to its customers and to third party service facilities.
Additionally, a proprietary computerized maintenance program (CMP) is offered as
a subscription service to customers for the management and tracking of the
maintenance status of their aircraft. Approximately 95% of the Company's
customers utilize this service. The Company has instituted a policy requiring
third-party maintenance facilities to purchase factory technical support for
scheduled maintenance performed on customer aircraft.
SERVICECARE. In 1997, the Company introduced its ServiceCareSM program, the
first comprehensive airframe, engine and avionics maintenance program to be
offered in the business aircraft market, which provides customers of new
Gulfstream IV-SPs with scheduled and unscheduled maintenance at guaranteed
costs. Coverage is provided on a world-wide basis, with all work to be
accomplished at Gulfstream or Gulfstream authorized service centers.
AIRCRAFT MAINTENANCE SERVICES. The Company has developed a proactive
marketing and sales effort in its maintenance services operations, which has
supported an increase in market share to approximately 60% of the maintenance
services market share for the Gulfstream fleet in 1997. The Company's estimated
market share was approximately 55% in 1996.
TRAINING AND FACILITIES. The Company provides pilot and maintenance
training services to its customers as an integral component of the sale of new
Gulfstream IV-SP, Gulfstream V and pre-owned Gulfstream aircraft. The Company
has long-term agreements with FlightSafety International ("FSI") for the
provision of this high quality training service.
FSI maintains and operates training facilities co-located with the
Company's Savannah and Long Beach operations. In 1997, FSI completed a new
65,000 square foot training facility adjacent to the Gulfstream Service
Center in Savannah. This facility, which became operational in January 1998,
contains 21 classrooms, 16 briefing rooms and four CPM (cockpit procedures
modules) rooms. In addition, it houses simulators supporting the entire
Gulfstream product line (Gulfstream I through Gulfstream V). Gulfstream, in
conjunction with FSI, facilitates the operation of a Customer Training
Advisory Board which provides direct customer and original equipment
manufacturer input to FSI's training curriculums and course content.
Additionally, pilot and maintenance training services are provided to
Gulfstream customers by SimuFlite Training International ("SimuFlite") located
at Dallas-Fort Worth International Airport, Texas. SimuFlite provides training
services for Gulfstream II, Gulfstream III and Gulfstream IV aircraft.
Gulfstream, in conjunction with SimuFlite, facilitates the operation of an
additional Customer Training Advisory Board which provides direct customer and
original equipment manufacturer input to SimuFlite training curriculums and
course content.
AIRCRAFT FINANCING ARRANGEMENTS
The Company, through its subsidiary Gulfstream Financial Services
Corporation ("GFSC"), provides customers with access to customized financial
products to support the worldwide sale of Gulfstream new and pre-owned aircraft.
GFSC representatives typically consult with potential customers to develop the
most effective means of financing the purchase of a Gulfstream jet for each such
customer's specialized needs.
7
The financial products (including capital and operating leases, loans, tax
advantaged leases, like-kind exchange options, and Export-Import Bank support)
are provided on a competitive basis through a proprietary, private label
relationship with a prominent provider of aircraft financing (the "Financing
Provider"), that has full credit review and approval rights and assumes all
credit risk with no recourse to the Company. Additionally, the Company and the
Financing Provider have entered into a re-marketing arrangement which enables
the Company to manage the resale of any Gulfstream aircraft whose lease
financing period has ended. This private label agreement has a term of five
years from 1996 with a minimum lending commitment of $250 million annually, and
can be extended by mutual agreement of the parties. In 1997, over $300 million
of aircraft were financed through this program.
The Company believes that the access provided by GFSC to financing sources
for customers throughout the world serves to expedite and increase sales of new
and pre-owned aircraft and also enables the Company to effectively manage the
residual values of the Gulfstream fleet.
BACKLOG AND NEW ORDERS
At December 31, 1997, the Company had a firm contract backlog of
approximately $2.8 billion, representing a total of 45 contracts for Gulfstream
Vs and 43 contracts for Gulfstream IV-SPs compared with $3.1 billion at the end
of 1996, representing a total of 67 contracts for Gulfstream Vs and 27 contracts
for Gulfstream IV-SPs. The Company includes an order in backlog only if the
Company has entered into a purchase contract (with no contingencies) with the
customer and has received a significant (generally non-refundable) deposit from
the customer. Approximately 38% of the Company's contract backlog is scheduled
for delivery beyond 1998.
Generally, at the signing of a Gulfstream IV-SP or Gulfstream V contract, a
customer makes a non-refundable deposit with the Company. Subsequently, the
customer makes a series of significant progress payments, with the balance of
the purchase price due at delivery of the green aircraft. The Company monitors
the condition of its backlog and believes, based on the nature of its customers
and its historical experience, that there will not be a significant number of
cancellations. However, to the extent that there is a lengthy period of time
between a customer's aircraft order and its expected delivery date, there may be
increased uncertainty as to changes in business and economic conditions which
may affect customer cancellations.
New orders for the Gulfstream V and the Gulfstream IV-SP totaled 7 and 39,
respectively in 1997, 21 and 44, respectively, in 1996, and 12 and 30,
respectively in 1995. Orders tend to vary from year to year reflecting a number
of factors, including competitive circumstances, worldwide economic and
geopolitical conditions and the timing of customer decisions in placing new
orders due to budget planning and specific transportation needs.
CUSTOMERS AND MARKETING
The majority of the Company's aircraft are sold to national and
multinational corporations and governments. Gulfstream's aircraft are operated
by customers in a wide spectrum of industries and customer groups, including:
pharmaceuticals, consumer goods, high technology, energy, industrial
manufacturing, finance, insurance, real estate, mining, transportation,
communications, public utilities, retail trade, the United States government,
other sovereign entities, and individuals Seventy percent of the Gulfstream
fleet is based in North America and 30% of the fleet is based in 45 countries
worldwide. Current owners of Gulfstream aircraft include 31 of the Fortune 50
companies and 117 of the Fortune 500 companies. In addition, the United States
government, including all branches of the United States military, and 38 foreign
governments operate Gulfstream aircraft. Gulfstream aircraft provide air
transportation for the President, Vice President and other senior members of the
United States government. Over 42 Gulfstream aircraft are currently in operation
with various United States government agencies, including the FAA.
The diverse Gulfstream customer base combined with wide geographic
distribution requires an integrated marketing, communications and sales
approach. The Company's marketing and communications program is designed to
create general awareness of the Company, its products and services, while the
sales approach is highly personalized and focused on the key decision makers, as
well as flight departments and other managers within the customer's
organization.
8
Gulfstream operates an International Advisory Board of 14 prominent
international business executives and senior statesmen to advise the Company on
international activities in support of the Company's strategic initiatives to
further penetrate the international markets.
The Company's marketing and communications program is a carefully integrated
combination of business and trade advertising, direct mail, press coverage,
trade shows and special events. These activities are specifically developed to
create personal selling opportunities for the sales team and senior management
with assistance from the Board of Directors and International Advisory Board.
The Company has 22 sales executives located both in North America and around
the world. Internationally, the Company also utilizes independent agents who
facilitate transactions in selected local markets.
The Company pursues government and special mission business opportunities
worldwide with a four person sales team located in Washington, D.C. These sales
executives are specifically suited by their background and experience to deal
with military and government customers. The Company's government relations
function also involves two people with experience in regulatory, legislative and
appropriations processes essential to the conduct of the Company's business with
the United States government.
The Company's export sales by geographical area and sales to major
customers, are included on page 36 of Gulfstream's 1997 Annual Report , which
information is incorporated herein by reference.
COMPETITION
The business aircraft market generally is divided into four segments (light,
medium, large and ultra-long range) of aircraft either designed or converted for
business use.
The Gulfstream IV-SP competes in the large cabin business jet aircraft
market segment, principally with Dassault Aviation S.A. and Bombardier. The
Gulfstream V competes in the ultra-long range business jet aircraft market
segment, primarily with the Global Express which is being marketed by Canadair,
a subsidiary of Bombardier, and which is scheduled for certification in the
second quarter 1998. In July 1996, Boeing, in partnership with General Electric
Co., publicly announced that it intends to begin to market a version of the
Boeing 737 into the ultra-long range business jet aircraft market segment.
Boeing has indicated that it expects that this aircraft could be available for
delivery in late 1998 or 1999. In addition, Airbus Industrie announced in June
1997 that it intends to manufacture a version of the A319CJ for the ultra-long
range business jet market and expects certification and delivery of this
aircraft in early 1999. The Company's competitors may have access to greater
resources (including, in certain cases, governmental subsidies) than are
available to the Company. The Company believes, however, that it competes
favorably with its competitors on the basis of the performance characteristics
of its aircraft, the quality, range and timeliness of the service it provides
and its innovative marketing techniques, and that it has the leading market
share in both the large cabin and ultra-long range business jet aircraft market
segments. The Company believes its aircraft's operating costs are comparable to
or lower than those of its competitors and that its products are competitively
priced.
RESEARCH AND DEVELOPMENT
The Company conducts an internally funded research and development program
primarily for the enhancement of the existing Gulfstream aircraft fleet and for
the development of new aircraft. The Company's research and development
expenditures are cyclical and tend to be relatively high several years prior to
the introduction of a new aircraft model and to decrease significantly as that
product cycle matures. All amounts expended on research and development are
expensed as incurred.
The Company's research and development program is based on product and
process improvement to satisfy changing customer needs and changing regulatory
requirements. The Company's research and development efforts have focused on
improving operating efficiencies, performance, safety and reliability, reducing
pilot workloads, realizing environmental benefits, reducing weight and improving
ease of manufacture.
9
The Company believes that its emphasis on technology and product
improvements for aircraft in the Gulfstream fleet has provided and will continue
to provide added value for the Gulfstream customer. For aircraft already
produced and in service, aircraft changes, which incorporate product
improvements, are generally made available for purchase by existing owners of
Gulfstream aircraft.
Information regarding the Company's research and development expenditures is
contained on pages 21 and 22 of Gulfstream's 1997 Annual Report, which
information is incorporated herein by reference.
MATERIALS AND COMPONENTS
Approximately 70% of the production costs of both the Gulfstream IV-SP and
the Gulfstream V consist of purchased materials and equipment. Many materials
and items of equipment used in the production of the Company's aircraft, such as
the engines, wings, landing gear and avionics systems, are purchased from other
manufacturers, generally pursuant to long-term purchase orders. For the
Gulfstream V, the Company has entered into revenue sharing agreements for the
wing and empennage. Under these agreements, the revenue share partner is
responsible for the detailed design, tooling and manufacture of the systems in
exchange for a fixed percentage of revenues of each Gulfstream V sold. As is
typical among general aviation aircraft manufacturers, the Company relies on
single source suppliers for complex aircraft components and systems. These
single sources are selected based on overall aircraft systems requirements,
quality and certification requirements and competitiveness in the market. The
Company's major suppliers include Rolls-Royce Commercial Aero Engines Limited
(Gulfstream IV-SP engines), BMW Rolls-Royce GmbH (Gulfstream V engines),
Honeywell Incorporated (Gulfstream IV-SP and Gulfstream V flight management
systems/avionics), The Aerostructures Corporation (Gulfstream IV-SP wing),
Northrop Grumman Corporation (Gulfstream V wing revenue share partner and
Gulfstream IV-SP nacelle supplier), Fokker Aviation B.V., a subsidiary of Stork
B.V., (Gulfstream V empennage revenue share partner), The B.F. Goodrich Co.
(Gulfstream IV-SP and Gulfstream V landing gears and air speed sensors),
Sundstrand Corp. (Gulfstream V electrical system and actuators) and
AlliedSignal, Inc. (Gulfstream IV-SP and Gulfstream V auxiliary power unit and
environmental control systems and Gulfstream IV-SP electrical systems).
Suppliers are selected on the basis of their ability to produce high quality
systems and components at competitive prices on a timely basis. The Company has
had continuing relationships with most of its major suppliers since the
inception of the Gulfstream II program in 1966. Ongoing supplier relationships
are dependent on cooperation, performance and the maintenance of competitive
pricing. From time to time suppliers have been replaced as the quality of such
suppliers' products declined or the costs associated therewith failed to remain
competitive. While the Company's production activities have not been materially
affected by the inability to obtain essential components, and while it maintains
business interruption insurance in the event that such a disruption should
occur, the failure of certain suppliers or subcontractors to meet the Company's
performance specifications, quality standards or delivery schedules could
adversely impact the Company's operations. In addition, the Company's ability to
significantly increase its production rate could be limited by the ability of
its key suppliers to increase their delivery rates; however, in the past, the
Company's ability to maintain or increase production has not been significantly
limited by suppliers' performance. In addition, under many of its supply
contracts, the Company is permitted to increase or decrease the quantity of
components or systems being ordered at no cost on six months notice.
The Company has negotiated multi-year agreements with its major Gulfstream
IV-SP and Gulfstream V suppliers. All of the agreements with the exception of
the revenue share agreements, allow schedule flexibility and have no cost
termination clauses at the Company's option, subject to certain conditions and
prior notification periods. In general, the terms of these agreements provide
for what is anticipated to be slightly deflationary pricing through 1999. The
terms of the revenue share agreements with Northrop Grumman Corporation for the
wing and Fokker Aviation B.V. for the empennage continue so long as the Company
is manufacturing the Gulfstream V and prices are determined as a function of the
sale price of the Gulfstream aircraft.
10
PAST AIRCRAFT PRODUCT OFFERINGS
GULFSTREAM IV
The Gulfstream IV, launched in 1983, has a range of 4,220 nautical miles and
was the first truly intercontinental business jet aircraft. The Gulfstream IV
was designed and built to incorporate the most current technologies in
aerodynamics, propulsion, digital electronics and automated flight management
systems and represented a significant technological advancement over the
Gulfstream III and every other business jet aircraft available at the time. Like
the Gulfstream IV-SP, the Gulfstream IV is equipped with twin Rolls-Royce Tay
engines and an advanced avionics suite. The Gulfstream IV meets current FAA
Stage 3 and ICAO Chapter 3 noise limits. The Company produced 213 Gulfstream IVs
from 1985 through 1992, 99% of which remain in service.
GULFSTREAM III
In December 1979, the Company introduced the Gulfstream III, a twin-engine
fan-jet aircraft powered by two Rolls-Royce Spey engines with a cabin
accommodating up to 19 passengers, a range of 3,600 nautical miles and a
cruising speed of Mach .80. The Gulfstream III incorporated an advanced design
utilizing NASA developed winglet technology to provide greater range and fuel
efficiency than the Gulfstream II. When production ended in January 1987, 202
Gulfstream IIIs had been built, 98% of which remain in service.
GULFSTREAM II AND IIB
In 1966, the Company introduced the Gulfstream II, which was the first
business jet aircraft capable of carrying business passengers non-stop,
coast-to-coast. The Gulfstream II is a twin-engine fan-jet aircraft powered by
two Rolls-Royce Spey engines with a range of 2,400 nautical miles and a cruising
speed of Mach .80. Beginning in 1981, the Company modified 43 Gulfstream IIs to
Gulfstream IIBs by retrofitting customers' Gulfstream II aircraft with the
Gulfstream III's advanced design wing which enhanced the range capability of the
aircraft to 3,400 nautical miles at Mach .80. When production of the Gulfstream
II ended in December 1979, 256 units had been produced, 95% of which remain in
service. Several specially modified Gulfstream IIs are still used regularly to
train NASA's space shuttle astronauts.
GULFSTREAM I
The Company's product line originated in 1958 with the introduction of the
Gulfstream I, a large twin-engine turboprop powered aircraft built by Grumman
which was the first aircraft of its size and type designed specifically for
business use. The Gulfstream I is powered by Rolls-Royce Dart engines and has a
range of more than 1,700 miles. When production of the Gulfstream I ended in
1966, 200 Gulfstream Is had been built, 69% of which remain in service.
REGULATION
In order for an aircraft model to be manufactured for sale, the FAA must
issue a Type Certificate and a Production Certificate for the aircraft model
and, in order for an individual aircraft to be operated, an Airworthiness
Certificate. Type Certificates are issued by the FAA when an aircraft model is
determined to meet certain performance, environmental, safety and other
technical criteria. The Production Certificate ensures that the aircraft is
built to specifications approved under the Type Certificate. An Airworthiness
Certificate is issued for a particular aircraft when it is certified to have
been built in accordance with specifications approved under the Type Certificate
for that particular model aircraft. Gulfstream has never had a Type Certificate
or a Production Certificate suspended, nor had any jet aircraft grounded as the
result of regulatory action.
All of the Company's aircraft models comply with all currently applicable
federal laws and regulations pertaining to aircraft noise and engine emissions.
Due to their weight (under 75,000 pounds), all Gulfstream II, III, IV and IV-SP
aircraft are currently exempt from the FAA Stage 3 noise requirements.
Notwithstanding federal requirements, foreign and local jurisdictions and
airport authorities may establish more stringent restrictions pertaining to
aircraft noise. Such local and foreign regulations in several locations
currently restrict the operation of certain jet aircraft, including the
Gulfstream II, IIB and III and certain of their competitors from landing or
taking off during late evening and early morning hours. Each of the Gulfstream
IV, IV-SP and V aircraft produce noise levels below the FAA's Stage 3 and ICAO's
Chapter 3 noise ceilings.
11
EMPLOYEES
At March 1, 1998, the Company employed approximately 5,800 persons, of whom
approximately 4,100 were employed at the Company's Savannah, Georgia facility,
100 were employed at the Brunswick, Georgia facility, 650 were employed at the
Bethany, Oklahoma facility, 600 were employed at the Long Beach, California
facility and 380 were employed at the Mexicali, Mexico facility. None of the
workers at the Savannah, Brunswick, Long Beach, or Mexicali facilities are
unionized. In 1996, the Company entered into a 5-year contract with the
International Union of United Automobile, Aerospace & Agricultural Implement
Workers of America, which represents certain of the Company's employees at its
Bethany, Oklahoma plant. The Company considers its overall employee relations to
be good.
ENVIRONMENTAL
The Company's operations, in common with those of the industry generally,
are subject to various laws and regulations governing, among other things, the
handling and disposal of solid and hazardous materials, wastewater discharges
and the remediation of contamination associated with the use and disposal of
hazardous substances. Because of the nature of its business, the Company has
incurred, and will continue to incur, costs relating to compliance with such
environmental laws. Although the Company believes that it is in substantial
compliance with such environmental requirements, and has not in the past been
required to incur material costs in connection therewith, there can be no
assurance that the Company's costs to comply with such requirements will not
increase in the future. Although the Company is unable to predict what
legislation or regulations may be adopted in the future with respect to
environmental protection and waste disposal, compliance with existing
legislation and regulations has not had, and is not expected to have, a material
adverse effect on its capital expenditures, results of operations, or
competitive position.
The Company's expenses for remedial environmental matters and capital
outlays for environmental compliance were less than $1.0 million in 1997.
The Company has been named as a Potentially Responsible Party with respect
to two cleanup sites, one operated by the Mountaineer Refinery and the other
operated by Omega Chemical Company. Based on the Company's limited involvement
with such sites, the Company believes that it will not incur material costs in
respect of such cleanup sites.
The Company is currently engaged in the monitoring and cleanup of certain
groundwater at its Savannah facility under the oversight of the Georgia
Department of Natural Resources. The continuing expenses for the cleanup are not
expected to be material. The Company believes other aspects of the Savannah
facility, as well as other Gulfstream properties, are being carefully monitored
and are in substantial compliance with current federal, state and local
environmental regulations.
The Savannah facility has been in existence for 31 years. Like the Savannah
facility, certain of the Company's other facilities have been in operation for a
number of years and, over such time, these facilities have used substances or
generated and disposed of wastes which are or may be considered hazardous. As a
result, it is possible that the Company could become subject to additional
environmental liabilities in the future in connection with these sites.
ITEM 2. PROPERTIES
The Company's production and service facilities are located in Savannah and
Brunswick, Georgia; Bethany, Oklahoma; Long Beach, California; and Mexicali,
Mexico.
The Savannah facility occupies approximately 1,500,000 square feet and is
the location of the Company's corporate offices. Functions performed at the
Savannah complex include Gulfstream IV-SP and Gulfstream V manufacturing,
assembly and completion, product support, service, repair and overhaul of
customer-owned Gulfstream aircraft and new product design, engineering and
development. The Savannah completion center, occupying approximately 140,000
square feet, is adjacent to the aircraft production line and simultaneously
accommodates completion of up to 10 Gulfstream IV-SP or six Gulfstream V
aircraft. All of the land and buildings constituting the Savannah facility are
owned by the Company.
12
Any prolonged disruption in the use of the Savannah facility due to the
destruction of or material damage to such facility, or other reasons, could have
an adverse effect on the Company's operations. The Company maintains property
and business interruption insurance to protect against any such disruption, but
there can be no assurance that the proceeds of such insurance would be adequate
to repair or rebuild its facilities in such event or to compensate the Company
for losses incurred during the period of any such disruption.
The Company leases approximately 53,000 square feet of hangar and adjacent
office space in Brunswick, Georgia. The Brunswick facility is both a service
center facility and completion facility and has the capacity for four aircraft.
The lease term, which is renewable annually at Gulfstream's option, extends to
May 1998.
The Bethany facility occupies approximately 500,000 square feet, all of
which are in buildings leased under leases expiring in 2007. At the Bethany
facility, the Company manufactures over 17,000 different detail parts for the
Gulfstream IV-SP and over 13,000 for the Gulfstream V.
The 250,000 square foot Long Beach facility consists of completion
facilities, which have capacity for eight aircraft, service center facilities,
which have capacity for seven aircraft, and design and administrative functions.
The Company owns the buildings and leases the land; the lease expires in 2014.
During 1997, the Company entered into a lease for an additional 62,000
square foot hangar building located on the same airport and in close proximity
to the Long Beach facility. The hangar is used for both service and completion
operations and has a capacity for six aircraft; the lease expires in 1999. The
Company continues to lease an adjacent facility of approximately 22,000 square
feet used as a completion facility with a capacity for two aircraft; the lease
expires in 2000. Also during 1997, the Long Beach facility expanded further by
completing a 59,000 square foot aircraft paint facility. The Company owns this
building, and leases the land at this facility; the lease expires in 2007. The
expansions described above are part of the Company's overall plan to more than
double the 1996 annual production levels to approximately 60 Gulfstream V and
Gulfstream IV-SP aircraft by 1999. See "Liquidity and Capital Resources"
included on page 22 of Gulfstream's 1997 Annual Report.
The Company's Mexicali, Mexico plant occupies approximately 50,000 square
feet of leased space under leases expiring in December 1998 and assembles
electrical products, including wire harnesses, used in Gulfstream production,
and performs repair and service operations.
ITEM 3. LEGAL PROCEEDINGS
The Company is a defendant in a lawsuit instituted on December 12, 1992 and
pending in Oklahoma styled KMC LEASING, INC. ET AL. V. GULFSTREAM AEROSPACE
CORPORATION ET AL. (District Court, State of Oklahoma, Oklahoma County, Case No.
CJ 92 10313). This action, which may be certified as a class action on behalf of
twin-engine Commander aircraft owners, arises from claims relating to potential
damage from corrosion and fatigue fractures on wing spars and requirements to
inspect and possibly replace wing spars in those aircraft. While there are
currently more than 2,000 twin engine Commander aircraft owners, all of these
owners will not qualify as members of any such class. This product line was
discontinued in 1985 and sold during 1989. This lawsuit is not an insured claim.
Other than an allegation that the plaintiffs' damages exceed jurisdictional
requirements, the plaintiffs have not specified a dollar value of the extent of
their damages. The Company believes it has meritorious defenses to all these
claims based upon the facts that underlie them. The Company does not expect the
results in this action to have a material adverse effect on its financial
condition or results of operations. Although there are other lawsuits pending
involving the Company's discontinued light aircraft product lines, those claims
are (i) covered by the General Aviation Revitalization Act of 1994, which is a
federal statute of repose, (ii) the responsibility of the purchasers of those
light aircraft product lines, or (iii) covered by the Company's product
liability insurance. There are no accident or incident claims pending with
respect to any Gulfstream jet aircraft.
The Company maintains product liability insurance coverage of $500 million
per occurrence and in the aggregate per year, subject to $10 million of
self-insurance retention. Management believes this coverage is adequate. The
Company has paid $500,000, other than claim expenses and insurance premiums,
with respect to product liability occurrences taking place since January 1,
1991.
13
The Company is involved in tax audits by the Internal Revenue Service
covering the years 1990 through 1994. The revenue agent's reports include
several proposed adjustments involving the deductibility of certain
compensation expense, items relating to the initial capitalization of the
Company, the allocation of the original purchase price for the acquisition by
the Company of the Gulfstream business, including the treatment of advance
payments with respect to and the cost of aircraft that were in backlog at the
time of the acquisition, and the amortization of amounts allocated to
intangible assets. The Company believes that the ultimate resolution of these
issues will not have a material adverse effect on its financial statements
because the financial statements already reflect what the Company currently
believes is the expected loss of benefit arising from the resolution of these
issues. However, because the revenue agent's reports are proposing
adjustments in amounts materially in excess of what the Company has reflected
in its financial statements and because it may take several years to resolve
the disputed matters, the ultimate extent of the Company's expected loss of
benefit and the liability with respect to these matters cannot be predicted
with certainty and no assurance can be given that the Company's financial
position or results of operations will not be adversely affected.
The Company is also involved in other litigation, including product and
general liability matters, and governmental proceedings arising in the ordinary
course of its business, the ultimate disposition of which in the opinion of the
Company's management, will not have a material adverse effect on the financial
position or results of operations of the Company.
See also Item 1. Business "Environmental".
FORWARD-LOOKING INFORMATION IS SUBJECT TO RISKS AND UNCERTAINTY
Certain statements contained in or incorporated by reference in this Form
10-K contain forward-looking information. These forward-looking statements are
subject to risks and uncertainties. Actual results might differ materially from
those projected in the forward-looking statements. Additional information
concerning factors that could cause actual results to materially differ from
those contained in the forward-looking statements is contained in Exhibit 99,
CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995 to this Form 10-K.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of the Company's security holders during
the last quarter of the year ended December 31, 1997.
14
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Information required by this item is contained on page 39 of Gulfstream's
1997 Annual Report, which information is incorporated herein by reference. The
Company's Credit Agreement restricts its ability to pay dividends.
ITEM 6. SELECTED FINANCIAL DATA
The following table summarizes certain selected financial data for each of
the five years in the period ended December 31, 1997. The selected consolidated
financial data set forth below should be read in conjunction with "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
the consolidated financial statements and notes thereto, incorporated herein by
reference.
[Enlarge/Download Table]
YEAR ENDED DECEMBER 31,
------------------------------------------------------------------
1997 1996 1995 1994 1993
------------ ------------ ------------ ---------- ------------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
STATEMENT OF OPERATIONS DATA:
Net revenues................................. $ 1,903,494 $ 1,063,713 $ 1,041,514 $ 901,638 $ 887,113
------------ ------------ ------------ ---------- ------------
Costs and expenses:
Cost of sales.............................. 1,557,250 839,254 835,547 710,554 737,361
Selling and administrative expenses........ 97,499 99,452 93,239 82,180 97,011
Stock option and compensation expense...... 1,640 7,186
Research and development expense........... 10,792 58,118 63,098 57,438 47,990
Amortization of intangibles and deferred
charges.................................. 7,347 9,434 7,540 7,583 27,613
Restructuring charge (1)................... 203,911
------------ ------------ ------------ ---------- ------------
Total costs and expenses..................... 1,674,798 1,013,444 999,424 857,755 1,113,886
------------ ------------ ------------ ---------- ------------
Income (loss) from operations................ 228,696 50,269 42,090 43,883 (226,773)
Interest income............................ 11,532 14,605 5,508 367 486
Interest expense........................... (31,159) (17,909) (18,704) (20,686) (48,940)
------------ ------------ ------------ ---------- ------------
Net income (loss) before income taxes........ 209,069 46,965 28,894 23,564 (275,227)
------------ ------------ ------------ ---------- ------------
Income tax expense (benefit) (2)............. (33,942) -- -- -- --
Net income (loss).......................... $ 243,011 $ 46,965 $ 28,894 $ 23,564 $ (275,227)
------------ ------------ ------------ ---------- ------------
------------ ------------ ------------ ---------- ------------
Earnings Per Share:
Net income per share--basic (3).............. $ 3.28 $ .64 $ .39
--diluted (3).............. $ 3.12 $ .60 $ .37
------------------------
(1) The Company recorded a charge for a restructuring plan based upon the
Company's reassessment of its business plan and its products from which it
has realized improved operating efficiencies, reduced costs, and increased
overall profitability.
(2) The Company recorded an income tax benefit net of $33.9 million for 1997. In
the third quarter of 1997, the Company released its deferred tax valuation
allowance, totaling $94.2 million. Of this amount, $29.4 million related to
the exercise of stock options and was credited to additional paid-in capital
and $64.8 million was recorded as a one-time non-cash income tax benefit.
The Company had available at December 31, 1997 net operating loss
carryforwards for regular federal income tax purposes of approximately $65.0
million, which will begin expiring in 2006.
(3) Net income per share ("EPS") information for 1995 and 1996 is based on
historical unadjusted net income divided by pro forma weighted average
number of shares. Shares included for basic EPS give retroactive effect to
the Recapitalization, the shares issued to option holders upon the exercise
of options at the date of the Offering, and the shares issued pursuant to
the Offering (all of which are described in Note 10 to the consolidated
financial statements) as if such transactions had occurred at the beginning
of the period. Diluted EPS further includes the effects of options granted
in 1995 and 1996 as if such options had been outstanding for all periods
presented. See also Note 14 to the consolidated financial statements for a
reconciliation of per share data.
15
[Enlarge/Download Table]
YEAR ENDED DECEMBER 31,
--------------------------------------------------------------
1997 1996 1995 1994 1993
------------ ------------ ---------- ---------- ----------
(IN THOUSANDS, EXCEPT OPERATING DATA)
BALANCE SHEET DATA (AT END OF PERIOD):
Working capital................................ $ 295,811 $ 138,091 $ 356,976 $ 301,913 $ 302,369
Total assets................................... 1,473,667 1,313,215 981,253 745,761 799,470
Total debt (1) (2)............................. 380,000 400,000 146,331 178,145 206,145
Total stockholders' equity (deficit) (1)....... 92,757 (188,811) 217,540 188,950 164,395
OPERATING DATA:
Depreciation and amortization.................. $ 33,022 $ 26,910 $ 23,094 $ 24,151 $ 47,866
OPERATING DATA:
Units delivered during period:
Gulfstream IV/IV-SP.......................... 22 24 26 22 26
Gulfstream V................................. 29 3 0 0 0
------------ ------------ ---------- ---------- ----------
Total deliveries............................. 51 27 26 22 26
Units ordered during period:
Gulfstream IV/IV-SP.......................... 39 44 30 25 26
Gulfstream V................................. 7 21 12 16 17
------------ ------------ ---------- ---------- ----------
Total orders................................. 46 65 42 41 43
Units in backlog at end of period:
Gulfstream IV/IV-SP (3)...................... 43 27 7 3 3
Gulfstream V (4)............................. 45 67 50 40 24
------------ ------------ ---------- ---------- ----------
Total backlog (5)............................ 88 94 57 43 27
ESTIMATED BACKLOG (in billions) (3)(4)(5)........ $ 2.8 $ 3.1 $ 1.9 $ 1.5 $ 0.9
------------------------
(1) Total stockholders' equity and total debt at December 31, 1996 gives effect
to the Recapitalization and Offering which occurred during the fourth
quarter 1996. See "Liquidity and Capital Resources" on page 22 of the 1997
Annual Report.
(2) During November 1993, the Company converted $469 million of subordinated
debentures (including accrued interest) to 7% Cumulative Preferred Stock in
connection with the 1993 recapitalization.
(3) Net of cancellations of 1 in 1997 and 3 in 1994, which generally relate to
orders placed in prior years.
(4) Net of cancellations of 1, 2 and 1 in 1996, 1995 and 1993, respectively,
which generally relate to orders placed in prior years.
(5) See "Contractual Backlog" on page 24 of the 1997 Annual Report.
16
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Information required by this Item is included in Management's Discussion and
Analysis on pages 20 to 25 of Gulfstream's 1997 Annual Report, incorporated
herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Information required by this Item is included in the consolidated financial
statements of the Company for the years ended December 31, 1997, 1996 and 1995,
the notes to the consolidated financial statements, and the report of
independent accountants thereon on pages 26 to 38 of the 1997 Annual Report, and
in the Company's unaudited quarterly financial data for the years ended December
31, 1997 and 1996 on page 39 of Gulfstream's 1997 Annual Report, incorporated
herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
17
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information required by this Item is included in the 1998 Proxy Statement in
the section captioned "Election of Directors," and such information is
incorporated herein by reference. Information required by this Item concerning
compliance with Section 16(a) of the Securities Exchange Act of 1934 is included
in the 1998 Proxy Statement in the section captioned "Section 16(a) Beneficial
Ownership Reporting Compliance," and such information is incorporated herein by
reference.
ITEM 11. EXECUTIVE COMPENSATION
Information required by this Item is included in the 1998 Proxy Statement in
the sections captioned "Further Information Concerning the Board of the
Directors and Committees--Compensation Committee Interlocks and Insider
Participation" and "--Director Compensation" and in the section captioned
"Compensation of Executive Officers" (other than the subsections thereof
captioned "Committee Reports on Executive Compensation" and "Performance
Graph"), and such information (other than the subsections thereof captioned
"Committee Reports on Executive Compensation" and "Performance Graph") is
incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information required by this Item is included in the 1998 Proxy Statement in
the section captioned "Security Ownership of Certain Beneficial Owners and
Management," and such information is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information required by this Item is included in the 1998 Proxy Statement in
the sections captioned "Further Information Concerning the Board of the
Directors and Committees--Compensation Committee Interlocks and Insider
Participation" and "Certain Transactions," and such information is incorporated
herein by reference. See also, Note 11 to the consolidated financial statements
on page 36 of Gulfstream's 1997 Annual Report.
18
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
[Enlarge/Download Table]
1997
FORM 10-K ANNUAL REPORT
(PAGE) ( PAGE)
---------- ---------------
(a) FINANCIAL STATEMENTS
Consolidated Balance Sheets at December 31, 1997
and December 31, 1996...................................................... 26
For the years ended December 31, 1997, 1996, and 1995:
Consolidated Statements of Income.......................................... 27
Consolidated Statements of Stockholders' Equity............................ 28
Consolidated Statements of Cash Flows...................................... 29
Notes to Consolidated Financial Statements................................. 30-37
Report of Independent Accountants............................................ 38
Supplementary Information (Unaudited)
Quarterly Financial Results for 1997 and 1996.............................. 39
FINANCIAL STATEMENT SCHEDULES
Report of Independent Accountants............................................ 20
I. Condensed financial information......................................... 21-22
II. Valuation and qualifying accounts...................................... 23
All other schedules have been omitted because they are not applicable, not required or the information required is
included in the consolidated financial statements or notes thereof.
EXHIBITS
The exhibits are listed in the accompanying Index to Exhibits on pages 27 to 29.
(b) REPORTS ON FORM 8-K
None
19
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Stockholders of
Gulfstream Aerospace Corporation:
We have audited the consolidated balance sheets of Gulfstream Aerospace
Corporation and subsidiaries (the "Company") as of December 31, 1997 and 1996
and the related consolidated statements of income, stockholders' equity and cash
flows for the three years in the period ended December 31, 1997, and have issued
our report thereon dated January 30, 1998; such financial statements and report
are included in the Company's 1997 Annual Report and are incorporated herein by
reference. Our audits also included the consolidated financial statement
schedules of the Company, listed in Item 14 of Form 10-K. These consolidated
financial statement schedules are the responsibility of the Company's
management. Our responsibility is to express an opinion based on our audits. In
our opinion, such consolidated financial statement schedules, when considered in
relation to the basic consolidated financial statements taken as a whole,
present fairly in all material respects the information set forth therein.
DELOITTE & TOUCHE LLP
Atlanta, Georgia
January 30, 1998
20
GULFSTREAM AEROSPACE CORPORATION
(PARENT COMPANY ONLY)
SCHEDULE I -- CONDENSED FINANCIAL INFORMATION
BALANCE SHEETS
AS OF DECEMBER 31, 1997 AND 1996
(IN THOUSANDS, EXCEPT FOR SHARE AMOUNTS)
[Enlarge/Download Table]
ASSETS
1997 1996
--------- ---------
Investment in subsidiary.............................................. $ 200,895 $ (87,393)
--------- ---------
Total Assets...................................................... 200,895 (87,393)
--------- ---------
--------- ---------
LIABILITIES AND STOCKHOLDERS' EQUITY
1997 1996
--------- ---------
Payable to subsidiary................................................. $ 8,138 $ 1,418
Note Payable to subsidiary............................................ 100,000 100,000
--------- ---------
Total liabilities................................................. 108,138 101,418
--------- ---------
Stockholders' equity:
Preferred stock; Series A, 7% Cumulative; $.01 par value; 20,000,000
shares authorized;
no shares outstanding in 1997 and 100 shares issued in 1996....... -- --
Common stock; $.01 par value; 300,000,000 shares authorized;
86,522,089 shares
issued in 1997 and 85,890,212 shares issued in 1996............... 865 859
Additional paid-in capital............................................ 370,258 333,686
Accumulated deficit................................................... (225,960) (468,971)
Minimum pension liability............................................. (762) (1,464)
Unamortized stock plan expense........................................ (1,115) (2,432)
Less: Treasury stock: 11,978,439 shares in 1997 and 1996.............. (50,489) (50,489)
--------- ---------
Total stockholders' equity........................................ 92,757 (188,811)
--------- ---------
Total Liabilities and Stockholders' Equity............................ $ 200,895 $ (87,393)
--------- ---------
--------- ---------
------------------------
Notes:
(1) The Company accounts for its investment in its subsidiary using the equity
method of accounting.
(2) The Company received cash dividends in 1996 of approximately $355.0 million
from its subsidiary in satisfaction of intercompany balances.
See notes to consolidated financial statements included in the 1997 Annual
Report, incorporated herein by reference.
21
GULFSTREAM AEROSPACE CORPORATION
(PARENT COMPANY ONLY)
SCHEDULE I -- CONDENSED FINANCIAL INFORMATION
STATEMENTS OF INCOME
(IN THOUSANDS)
[Enlarge/Download Table]
YEAR ENDED DECEMBER 31,
--------------------------------
1997 1996 1995
---------- --------- ---------
Interest expense................................................................ $ (6,720) $ (1,418) $ --
Net income of subsidiary........................................................ 249,731 48,383 28,894
---------- --------- ---------
Net income...................................................................... $ 243,011 $ 46,965 $ 28,894
---------- --------- ---------
---------- --------- ---------
------------------------
Statements of cash flows are not presented since the Company had no cash flows
from operations.
See notes to consolidated financial statements included in the 1997 Annual
Report, incorporated herein by reference.
22
GULFSTREAM AEROSPACE CORPORATION
SCHEDULE II -- CONDENSED SCHEDULE OF VALUATION AND QUALIFYING
ACCOUNTS FOR THE YEARS ENDED DECEMBER 31, 1995, 1996, AND 1997
(IN THOUSANDS)
[Enlarge/Download Table]
BALANCE AT CHARGED TO BALANCE
BEGINNING COSTS AND AT END OF
DESCRIPTION OF PERIOD EXPENSES DEDUCTIONS (1) PERIOD
--------------------------------------------------------------- ----------- ----------- --------------- -----------
Allowance for Doubtful Accounts:
Year ended December 31, 1995................................. $ 1,312 $ 2,506 $ 381 $ 3,437
Year ended December 31, 1996................................. 3,437 344 538 3,243
Year ended December 31, 1997................................. $ 3,243 $ (1,588) $ 511 $ 1,144
------------------------
(1) Deductions from the allowance for doubtful accounts represent the write-off
of uncollectible accounts.
23
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized on this 25th day of
March 1998.
GULFSTREAM AEROSPACE CORPORATION
BY: /S/ CHRIS A. DAVIS
-----------------------------------------
Chris A. Davis
EXECUTIVE VICE PRESIDENT,
CHIEF FINANCIAL OFFICER AND SECRETARY
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
------------------------------ --------------------------- -------------------
/s/ THEODORE J. FORSTMANN Chairman of the Board;
------------------------------ Director March 25, 1998
Theodore J. Forstmann
/s/ W. W. BOISTURE, JR. Executive Vice President;
------------------------------ Director March 25, 1998
W. W. Boisture, Jr.
Executive Vice President,
Chief Financial Officer
/s/ CHRIS A. DAVIS and Secretary; Director
------------------------------ (Principal Financial March 25, 1998
Chris A. Davis Officer and Principal
Accounting Officer)
/s/ JAMES T. JOHNSON President and Chief
------------------------------ Operating Officer; March 25, 1998
James T. Johnson Director
/s/ BRYAN T. MOSS Vice Chairman of the Board;
------------------------------ Director March 25, 1998
Bryan T. Moss
/s/ ROBERT ANDERSON Director
------------------------------ March 11, 1998
Robert Anderson
/s/ CHARLOTTE L. BEERS Director
------------------------------ March 25, 1998
Charlotte L. Beers
24
SIGNATURE TITLE DATE
------------------------------ --------------------------- -------------------
/s/ THOMAS D. BELL, JR. Director
------------------------------ March 25, 1998
Thomas D. Bell, Jr.
/s/ LYNN FORESTER Director
------------------------------ March 25, 1998
Lynn Forester
/s/ NICHOLAS C. FORSTMANN Director
------------------------------ March 25, 1998
Nicholas C. Forstmann
/s/ SANDRA J. HORBACH Director
------------------------------ March 25, 1998
Sandra J. Horbach
/s/ HENRY A. KISSINGER Director
------------------------------ March 25, 1998
Henry A. Kissinger
/s/ DREW LEWIS Director
------------------------------ March 25, 1998
Drew Lewis
/s/ MARK H. MCCORMACK Director
------------------------------ March 25, 1998
Mark H. McCormack
/s/ MICHAEL S. OVITZ Director
------------------------------ March 25, 1998
Michael S. Ovitz
/s/ ALLEN E. PAULSON Director
------------------------------ March 25, 1998
Allen E. Paulson
/s/ ROGER S. PENSKE Director
------------------------------ March 25, 1998
Roger S. Penske
/s/ COLIN L. POWELL Director
------------------------------ March 25, 1998
Colin L. Powell
/s/ GERARD R. ROCHE Director
------------------------------ March 10, 1998
Gerard R. Roche
25
SIGNATURE TITLE DATE
------------------------------ --------------------------- -------------------
/s/ DONALD H. RUMSFELD Director
------------------------------ March 25, 1998
Donald H. Rumsfeld
/s/ GEORGE P. SHULTZ Director
------------------------------ March 25, 1998
George P. Shultz
/s/ ROBERT S. STRAUSS Director
------------------------------ March 25, 1998
Robert S. Strauss
26
GULFSTREAM AEROSPACE CORPORATION
INDEX TO EXHIBITS
[Enlarge/Download Table]
EXHIBIT DESCRIPTION
----------- ---------------------------------------------------------------------------------------------------------
3.1 Restated Certificate of Incorporation of the Company. (Incorporated herein by reference to Exhibit 3.1 of
Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 1996.)
3.2 Restated By-Laws of the Company. (Incorporated herein by reference to Exhibit 3.2 of Registrant's
Quarterly Report on Form 10-Q for the quarter ended September 30, 1996.)
4.1 Specimen Form of Company's Common Stock Certificate. (Incorporated herein by reference to Exhibit 4.1 of
Registrant's Registration Statement on Form S-1, No. 333-09897.)
10.1 Gulfstream Aerospace Corporation Pension Plan, amended and restated January 1, 1989, as amended ("GAC
Pension Plan"). (Incorporated herein by reference to Exhibit 10.1 of Registrant's Registration Statement
on Form S-1, No. 333-09897.)A
10.2 First Amendment to GAC Pension Plan, dated December 10, 1996. (Incorporated herein by reference to
Exhibit 10.2 of Registrant's Annual Report on Form 10-K for the year ended December 31, 1996.)A
10.3 Gulfstream Aerospace Corporation Supplemental Executive Retirement Plan, effective as of April 1, 1991.
(Incorporated herein by reference to Exhibit 10.2 of Registrant's Registration Statement on Form S-1, No.
333-09897.)A
10.4 Gulfstream Aerospace Corporation November 1, 1991 Supplemental Executive Retirement Plan. (Incorporated
herein by reference to Exhibit 10.3 of Registrant's Registration Statement on Form S-1, No. 333-09897.)A
10.5 Form of Indemnification Agreement between the Company and its directors and executive officers.
(Incorporated herein by reference to Exhibit 10.4 of Registrant's Registration Statement on Form S-1, No.
333-09897.)
10.6 Form of Outside Director Stock Option Agreement. (Incorporated herein by reference to Exhibit 10.5 of
Registrant's Registration Statement on Form S-1, No. 333-09897.)A
10.7 Form of Outside Director Stockholder's Agreement. (Incorporated herein by reference to Exhibit 10.6 of
Registrant's Registration Statement on Form S-1, No. 333-09897.)A
10.8 [Reserved]
10.9 Form of Employee Stock Option Agreement. (Incorporated herein by reference to Exhibit 10.9 of
Registrant's Annual Report on Form 10-K for the year ended December 31, 1996.)A
10.10 Form of Employee Stockholder's Agreement. (Incorporated herein by reference to Exhibit 10.10 of
Registrant's Annual Report on Form 10-K for the year ended December 31, 1996.)A
10.11 Lease Agreement, dated as of February 22, 1995, between Oklahoma City Airport Trust and Gulfstream
Aerospace Corporation.*
10.12 Lease Agreement, dated as of March 14, 1989, between City of Long Beach and 7701 Woodley Avenue
Corporation d/b/a Gulfstream Aerospace. (Incorporated herein by reference to Exhibit 10.12 of
Registrant's Registration Statement on Form S-1, No. 333-09897.)
10.13 Form of Lease Agreements, dated January 1, 1994 between Immuebles El Vigia, S.A., and Interiores Aeros,
S.A. De C.V. (Incorporated herein by reference to Exhibit 10.13 of Registrant's Registration Statement on
Form S-1, No. 333-09897.)
27
[Enlarge/Download Table]
EXHIBIT DESCRIPTION
----------- ---------------------------------------------------------------------------------------------------------
10.14 Lease Agreement, dated May 1, 1996, between Immuebles El Vigia, S.A., and Interiores Aeros, S.A. De C.V.
(Incorporated herein by reference to Exhibit 10.14 of Registrant's Registration Statement on Form S-1,
No. 333-09897.)
10.15 Sublease Agreement, dated June 1, 1992, between Brunswick and Glynn County Development Authority and
Gulfstream Aerospace Corporation. (Incorporated herein by reference to Exhibit 10.15 of Registrant's
Registration Statement on Form S-1, No. 333-09897.)
10.16 Credit Agreement, dated as of October 16, 1996, among Gulfstream Delaware Corporation, The Chase
Manhattan Bank, and the banks and other financial institutions parties thereto (including guaranty and
pledge agreement). (Incorporated herein by reference to Exhibit 10.1 of Registrant's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1996.)
10.17 Registration Rights Agreement, among Gulfstream Aerospace Corporation, Gulfstream Delaware Corporation,
Gulfstream Partners, Gulfstream Partners II, L.P., and MBO-IV. (Incorporated herein by reference to
Exhibit 10.17 of Registrant's Registration Statement on Form S-1, No. 333-09897.)
10.18 Repurchase Agreement, dated as of May 15, 1996, between Gulfstream Aerospace Corporation and MBO-IV.
(Incorporated herein by reference to Exhibit 10.18 of Registrant's Registration Statement on Form S-1,
No. 333-09897.)
10.19 Repurchase Agreement, dated as of August 8, 1996, between Gulfstream Aerospace Corporation and MBO-IV.
(Incorporated herein by reference to Exhibit 10.19 of Registrant's Registration Statement on Form S-1,
No. 333-09897.)
10.20 Amendment No. 1 to Sublease Agreement, dated May 23, 1996, by and between Brunswick and Glynn County
Development Authority and Gulfstream Aerospace Corporation. (Incorporated herein by reference to Exhibit
10.20 of Registrant's Registration Statement on Form S-1, No. 333-09897.)
10.21 Amendment No. 2 to Sublease Agreement, dated May 25, 1996, by and between Brunswick and Glynn County
Development Authority and Gulfstream Aerospace Corporation. (Incorporated herein by reference to Exhibit
10.21 of Registrant's Registration Statement on Form S-1, No. 333-09897.)
10.22 Agreement, effective August 9, 1996, between Gulfstream Aerospace Technologies and the International
Union, United Automobile, Aerospace and Agricultural Implement Workers of America Local #2130.
(Incorporated herein by reference to Exhibit 10.22 of Registrant's Registration Statement on Form S-1,
No. 333-09897.)
10.23 Lease Agreement, dated as of August 27, 1996, between Long Beach Million Air, Inc. and Gulfstream
Aerospace Corporation. (Incorporated herein by reference to Exhibit 10.23 of Registrant's Registration
Statement on Form S-1, No. 333-09897.)
10.24 Outfitted Gulfstream V Sales Agreement dated June 13, 1997 between Gulfstream Aerospace Corporation and
Allen E. Paulson. (Incorporated herein by reference to Exhibit 10.24 of Registrant's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1997.)
10.25 Marketing Services Agreement dated June 13, 1997 between Gulfstream Aerospace Corporation and Allen E.
Paulson. (Incorporated herein by reference to Exhibit 10.25 of Registrant's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1997.)
10.26 Gulfstream IV Aircraft Purchase Agreement and amendment to Outfitted Gulfstream V Sales Agreement dated
August 1, 1997 between Gulfstream Aerospace Corporation and Allen E. Paulson. (Incorporated herein by
reference to Exhibit 10.26 of Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30,
1997.)
10.27 Amended and Restated Gulfstream Aerospace Corporation 1990 Stock Option Plan, as further amended through
July 30, 1997. (Incorporated herein by reference to Exhibit 10.27 of Registrant's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1997.)A
28
[Enlarge/Download Table]
EXHIBIT DESCRIPTION
----------- ---------------------------------------------------------------------------------------------------------
10.28 Amendment dated December 24, 1997 to Credit Agreement among Gulfstream Delaware Corporation, The Chase
Manhattan Bank, and the banks and other financial institutions parties thereto.*
10.29 Agreement dated December 24, 1997 between Gulfstream Aerospace Corporation and its wholly owned
subsidiaries, Gulfstream Delaware Corporation, Gulfstream Aerospace Corporation, a Georgia Corporation
and the Pension Benefit Guaranty Corporation.*
10.30 Lease Agreement, dated April 11, 1997, between Aeroplex Aviation and Gulfstream Aerospace Corporation.*
13.1 Annual Report to Stockholders for fiscal year ended December 31, 1997. (The 1997 Annual Report, except
for those portions thereof which are expressly incorporated by references in this Annual Report on Form
10-K, is being furnished for the information of the Commission and is not to be deemed "filed" as part of
the Form 10-K.)*
21.1 Subsidiaries of the Company (Incorporated herein by reference to Exhibit 21.1 of Registrant's
Registration Statement on Form S-1, No. 333-09827.)
27.1 Financial Data Schedule--Fiscal 1997.*
27.2 Restated Financial Data Schedule--Fiscal 1996 and Third Quarter
1996.*
27.3 Restated Financial Data Schedule--First, Second and Third Quarter
1997.*
99.1 Cautionary Statement for Purpose of the "Safe Harbor" Provisions of The Private Securities Litigation
Reform Act of 1995.*
------------------------
A Management contract or compensatory plan.
* Filed herewith.
29
Dates Referenced Herein and Documents Incorporated by Reference
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