Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-K Annual Report HTML 1.81M
9: EX-3.104 Articles of Incorporation/Organization or Bylaws HTML 69K
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10: EX-3.139 Articles of Incorporation/Organization or Bylaws HTML 37K
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11: EX-3.142 Articles of Incorporation/Organization or Bylaws HTML 41K
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12: EX-3.148 Articles of Incorporation/Organization or Bylaws HTML 37K
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13: EX-3.154 Articles of Incorporation/Organization or Bylaws HTML 78K
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2: EX-3.50 Articles of Incorporation/Organization or Bylaws HTML 35K
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3: EX-3.52 Articles of Incorporation/Organization or Bylaws HTML 35K
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4: EX-3.54 Articles of Incorporation/Organization or Bylaws HTML 35K
5: EX-3.81 Articles of Incorporation/Organization or Bylaws HTML 35K
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6: EX-3.95 Articles of Incorporation/Organization or Bylaws HTML 54K
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7: EX-3.96 Articles of Incorporation/Organization or Bylaws HTML 35K
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8: EX-3.97 Articles of Incorporation/Organization or Bylaws HTML 60K
14: EX-4.17 Instrument Defining the Rights of Security Holders HTML 82K
15: EX-4.30 Instrument Defining the Rights of Security Holders HTML 81K
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16: EX-4.43 Instrument Defining the Rights of Security Holders HTML 82K
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17: EX-4.55 Instrument Defining the Rights of Security Holders HTML 82K
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18: EX-4.64 Instrument Defining the Rights of Security Holders HTML 81K
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19: EX-4.67 Instrument Defining the Rights of Security Holders HTML 79K
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21: EX-10.31 Material Contract HTML 138K
20: EX-10.6 Material Contract HTML 93K
22: EX-21.1 Subsidiaries List HTML 68K
23: EX-23.1 Consent of Experts or Counsel HTML 39K
24: EX-31.1 Certification -- §302 - SOA'02 HTML 44K
25: EX-31.2 Certification -- §302 - SOA'02 HTML 44K
26: EX-32.1 Certification -- §906 - SOA'02 HTML 39K
27: EX-32.2 Certification -- §906 - SOA'02 HTML 39K
34: R1 Document and Entity Information HTML 67K
35: R2 Consolidated Balance Sheets HTML 123K
36: R3 Consolidated Balance Sheets (Parenthetical) HTML 46K
37: R4 Consolidated Statements of Income HTML 89K
38: R5 Condensed Consolidated Statements Of Comprehensive HTML 55K
Income
39: R6 Consolidated Statement of Changes in Stockholders' HTML 100K
Deficit
40: R7 Consolidated Statements of Cash Flows HTML 131K
41: R8 Description of the Business HTML 41K
42: R9 Acquisitions HTML 80K
43: R10 Summary of Significant Accounting Policies HTML 60K
44: R11 Recent Accounting Pronouncements HTML 70K
45: R12 Earnings Per Share HTML 71K
46: R13 Sales and Trade Accounts Receivable HTML 54K
47: R14 Inventories HTML 49K
48: R15 Property, Plant and Equipment HTML 51K
49: R16 Intangible Assets HTML 124K
50: R17 Accrued Liabilities HTML 52K
51: R18 Debt HTML 178K
52: R19 Retirement Plans HTML 49K
53: R20 Income Taxes HTML 129K
54: R21 Environmental Liabilities HTML 45K
55: R22 Capital Stock HTML 43K
56: R23 Segments HTML 130K
57: R24 Stock-Based Compensation HTML 136K
58: R25 Leases HTML 42K
59: R26 Fair Value Measurements HTML 103K
60: R27 Derivatives and Hedging Activities HTML 98K
61: R28 Accumulated Other Comprehensive Loss HTML 87K
62: R29 Discontinued Operations HTML 55K
63: R30 Quarterly Financial Data (Unaudtied) HTML 102K
64: R31 Subsequent Events HTML 43K
65: R32 Supplemental Guarantor Information HTML 845K
66: R33 Valuation and Qualifying Accounts HTML 85K
67: R34 Summary of Significant Accounting Policies HTML 115K
(Policies)
68: R35 Acquisitions (Tables) HTML 59K
69: R36 Earnings Per Share (Tables) HTML 71K
70: R37 Sales and Trade Accounts Receivable (Tables) HTML 45K
71: R38 Inventories (Tables) HTML 50K
72: R39 Property, Plant and Equipment (Tables) HTML 51K
73: R40 Intangible Assets (Tables) HTML 133K
74: R41 Accrued Liabilities (Tables) HTML 51K
75: R42 Debt (Tables) HTML 161K
76: R43 Income Taxes (Tables) HTML 129K
77: R44 Segments (Tables) HTML 129K
78: R45 Stock-Based Compensation (Tables) HTML 117K
79: R46 Fair Value Measurements (Tables) HTML 101K
80: R47 Derivatives and Hedging Activities (Tables) HTML 86K
81: R48 Accumulated Other Comprehensive Loss (Tables) HTML 90K
82: R49 Discontinued Operations (Tables) HTML 71K
83: R50 Quarterly Financial Data (Unaudtied) (Tables) HTML 102K
84: R51 Supplemental Guarantor Information (Tables) HTML 845K
85: R52 DESCRIPTION OF THE BUSINESS - Narratives (Detail) HTML 38K
86: R53 ACQUISITIONS - Narratives (Detail) HTML 146K
87: R54 ACQUISITIONS - Schedule of Recognized Identified HTML 75K
Assets Acquired and Liabilities Assumed (Details)
88: R55 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - HTML 71K
Narratives (Detail)
89: R56 RECENT ACCOUNTING PRONOUNCEMENTS - Narratives HTML 40K
(Details)
90: R57 EARNINGS PER SHARE - Computation of Basic and HTML 68K
Diluted Earnings Per Share (Detail)
91: R58 SALES AND TRADE ACCOUNTS RECEIVABLE - Narratives HTML 57K
(Detail)
92: R59 SALES AND TRADE ACCOUNTS RECEIVABLE - Content HTML 45K
Trade Accounts Receivable (Detail)
93: R60 INVENTORIES - Schedule of Inventories (Detail) HTML 52K
94: R61 PROPERTY, PLANT AND EQUIPMENT - Schedule of HTML 55K
Property, Plant and Equipment (Detail)
95: R62 INTANGIBLE ASSETS - Schedule of Intangible Assets HTML 65K
(Detail)
96: R63 INTANGIBLE ASSETS - Schedule of Aggregate HTML 40K
Amortization Expense (Detail)
97: R64 INTANGIBLE ASSETS - Schedule of Finite-Lived HTML 49K
Assets, Future Amortization (Details)
98: R65 INTANGIBLE ASSETS - Schedule of Intangible Assets HTML 59K
Acquired (Detail)
99: R66 INTANGIBLE ASSETS - Summary of Changes in Carrying HTML 69K
Value of Goodwill (Detail)
100: R67 ACCRUED LIABILITIES - Schedule of Accrued HTML 57K
Liabilities (Detail)
101: R68 DEBT - Narratives (Detail) HTML 162K
102: R69 DEBT - Schedule of Debt (Detail) HTML 100K
103: R70 DEBT - Schedule of Term Loans (Details) HTML 79K
104: R71 DEBT - Future Maturities of Long- Term Debt HTML 56K
(Detail)
105: R72 DEBT -Schedule of Subordinated Borrowings HTML 61K
(Details)
106: R73 RETIREMENT PLANS - Narratives (Detail) HTML 61K
107: R74 INCOME TAXES - Narratives (Detail) HTML 76K
108: R75 INCOME TAXES - Income Tax Provision on Income HTML 55K
Before Income Taxes (Detail)
109: R76 INCOME TAXES - Income Tax Expense Reconciliation HTML 61K
(Detail)
110: R77 INCOME TAXES - Components of Deferred Taxes HTML 71K
(Detail)
111: R78 INCOME TAXES - Reconciliation of Beginning and HTML 52K
Ending Amount of Unrecognized Tax Benefits
(Detail)
112: R79 INCOME TAXES Income before Tax from Continuing HTML 46K
Operations (Details)
113: R80 ENVIRONMENTAL LIABILITIES - Narratives (Detail) HTML 40K
114: R81 CAPITAL STOCK - Narratives (Detail) HTML 64K
115: R82 SEGMENTS - Narratives (Detail) HTML 38K
116: R83 SEGMENTS - Net Sales by Reportable Segment HTML 47K
(Detail)
117: R84 SEGMENTS - EBITDA Defined by Segment to HTML 74K
Consolidated Income Before Taxes Operations
(Detail)
118: R85 SEGMENTS - Capital Expenditures and Depreciation HTML 54K
and Amortization by Segment (Detail)
119: R86 SEGMENTS - Total Assets by Segment (Detail) HTML 51K
120: R87 STOCK-BASED COMPENSATION - Narratives (Detail) HTML 137K
121: R88 STOCK-BASED COMPENSATION - Weighted Average HTML 50K
Assumptions used to Estimate Fair Value of all
Options at Grant Date using Black-Scholes-Merton
Option-Pricing Model (Detail)
122: R89 STOCK-BASED COMPENSATION - Summary of Activity, HTML 123K
Pricing and Other Information for Performance
Vested Stock-Based Award Activity (Detail)
123: R90 LEASES -Narratives (Detail) HTML 56K
124: R91 FAIR VALUE MEASUREMENTS Carrying Amounts and Fair HTML 124K
Values of Financial Instruments (Detail)
125: R92 DERIVATIVES AND HEDGING ACTIVITIES - Narratives HTML 109K
(Detail)
126: R93 DERIVATIVES AND HEDGING ACTIVITIES - Schedule of HTML 125K
Interest Rate Derivatives (Details)
127: R94 DERIVATIVES AND HEDGING ACTIVITIES - Schedule of HTML 46K
Notional Amounts (Details)
128: R95 ACCUMULATED OTHER COMPREHENSIVE LOSS - Schedule of HTML 97K
Accumulated Other Comprehensive Loss (Detail)
129: R96 DISCONTINUED OPERATIONS - Narrative (Details) HTML 64K
130: R97 DISCONTINUED OPERATIONS - Schedule of Discontinued HTML 104K
Operations (Details)
131: R98 Quarterly Financial Data (UNAUDTIED) - Schedule of HTML 82K
Quarterly Financial Data (Unaudited) (Detail)
132: R99 Subsequent Events (Details) HTML 50K
133: R100 SUPPLEMENTAL GUARANTOR INFORMATION - Narratives HTML 38K
(Details)
134: R101 SUPPLEMENTAL GUARANTOR INFORMATION - Supplemental HTML 184K
Condensed Consolidating Balance Sheet (Detail)
135: R102 SUPPLEMENTAL GUARANTOR INFORMATION - Supplemental HTML 187K
Condensed Consolidating Statement of Income and
Comprehensive Income (Detail)
136: R103 SUPPLEMENTAL GUARANTOR INFORMATION - Supplemental HTML 144K
Condensed Consolidating Statement of Cash Flows
(Detail)
137: R104 Valuation and Qualifying Accounts (Detail) HTML 59K
139: XML IDEA XML File -- Filing Summary XML 225K
138: EXCEL IDEA Workbook of Financial Reports XLSX 166K
28: EX-101.INS XBRL Instance -- tdg-20180930 XML 6.42M
30: EX-101.CAL XBRL Calculations -- tdg-20180930_cal XML 304K
31: EX-101.DEF XBRL Definitions -- tdg-20180930_def XML 1.42M
32: EX-101.LAB XBRL Labels -- tdg-20180930_lab XML 2.40M
33: EX-101.PRE XBRL Presentations -- tdg-20180930_pre XML 1.76M
29: EX-101.SCH XBRL Schema -- tdg-20180930 XSD 266K
140: ZIP XBRL Zipped Folder -- 0001260221-18-000070-xbrl Zip 457K
‘EX-3.97’ — Articles of Incorporation/Organization or Bylaws
FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
OF
HARCOSEMCO LLC
The undersigned, being the sole member of HARCOSEMCO LLC, a Connecticut limited liability company (the “Company”), does hereby execute this First Amended and Restated Limited Liability Company Agreement of the Company effective October 10, 2018. The Company
was formed as a Connecticut limited liability company on March 31, 2014, upon the filing of its Articles of Organization with the Secretary of State of the State of Connecticut.
Article I
MEMBER
TransDigm Inc. shall be, and is, hereby admitted to the Company as the sole member of the Company (the “Member”). All actions taken and all things done and all expenditures made by any authorized representative of the Company, including, without limitation,
the Member, in connection with its organization and qualification are hereby ratified, approved and confirmed in all respects.
ARTICLE II OFFICE
The principal office of the Company shall be located at 186 Cedar Street, Branford, Connecticut06405-6011 (the “Principal Office”). The Company may have such other offices as the Member may designate or as the business of the
Company may require. The name and address of the statutory agent of the Company is as set forth in the Company’s Articles of Organization, and such agent and address of agent may be changed from time to time by the Member.
ARTICLE III PURPOSE
The purpose for which the Company is organized is to conduct any lawful business purposes as defined in Section 34-119 of the Connecticut Limited Liability Company Act (the “Act”). The
Company shall have all of the powers granted to a limited liability company under the laws of the State of Connecticut.
The Company shall commence immediately, upon the effective date of this Limited Liability Company Agreement, and shall continue in perpetuity thereafter unless terminated sooner by operation of law or by decision of the Member.
ARTICLE V CAPITAL
CONTRIBUTIONS
The Member has contributed all of the capital of the Company and may in the future contribute any additional capital deemed necessary by the Member for the operation of the Company.
ARTICLE VI OWNERSHIP OF MEMBERSHIP INTERESTS
The Member shall own all of the membership interests in the Company and the Member shall have a 100% distributive share of the Company’s profits, losses and cash flow.
ARTICLE VII MANAGEMENT
The
Member will manage the affairs of the Company, but shall be entitled to appoint or authorize representatives to act on behalf of the Company and to delegate the authority otherwise reserved to the Member to such representatives. The signature of the Member of the Company shall be sufficient to bind the Company with respect to any matter on which the Member shall be required or entitled to act. The Member has the power, on behalf of the Company, to do all things necessary or convenient to carry out the business and affairs of the
Company. A copy of this Limited Liability Company Agreement may be shown to third parties (and all third parties may rely hereupon) in order to confirm the identity and authorization of the Member.
ARTICLE VIII BOOKS AND RECORDS
The Company books shall be maintained at the Principal Office. The books shall be kept on a calendar or fiscal year basis as determined by the Member, and shall be closed and balanced at the end of each such year. The Member shall cause all known business transactions pertaining to the purpose of the Company to be entered properly and completely into said book. The Member will prepare and file on behalf of the
Company all tax returns in a timely manner.
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ARTICLE IX AMENDMENTS
This Limited Liability Company Agreement may be amended by a written instrument adopted by the Member and executed by the Member at any time, for any purpose, at the sole discretion of the Member.
ARTICLE X
INDEMNIFICATION
Section 1. Indemnification in Non-Derivative Actions. The Company shall indemnify
any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that he is or was a member, manager or officer of the Company, or is or was serving at the request of the Company as a member, manager, director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit
or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.
Section 2. Indemnification
in Derivative Actions. The Company shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Company to procure a judgment in its favor by reason of the fact that he is or was a member, manager or officer of the Company, or is or was serving at the request of the Company as a member, manager, director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) actually and reasonably
incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Company unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.
Section
3. Indemnification as a Matter of Right. To the extent that a director, officer, employee or agent of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1 and 2 of this Article X, or in defense
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of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.
Section 4. Determination of Conduct. Any indemnification under Sections 1 and 2 of this Article X (unless
ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 1 and 2 of this Article X. Such determination shall be made (1) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (3) by the stockholders.
Section 5. Advance Payment of Expenses. Expenses incurred in defending a civil or criminal action, suit or proceeding may be
paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Company as authorized in this section.
Section 6. Nonexclusivity. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article X shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any by-law, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office.
Section 7. Liability Insurance. The Company shall have the power to purchase and maintain insurance on behalf of any person who is or was a member, manager, director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a member, manager, director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such, whether or not the Company would have the power to indemnify him against such liability under the provisions of this section.
Section 8. Company. For purposes of this Article X, references to “the Company” shall include, in addition to the resulting entity, any constituent entity (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its members, managers, directors, officers, and employees or agents, so that any person who is or was a member, manager, director, officer, employee or agent of such constituent
entity, or is or was serving at the request of such constituent entity as a director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article X with respect to the resulting or surviving entity as he would have with respect to such constituent entity if its separate existence had continued.
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Section 9. Employee Benefit Plans. For purposes of this Article X, references to any “other enterprise” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving
at the request of the Company” shall include any service as a member, manager, officer, employee or agent of the Company which imposes duties on, or involves services by, such member, manager, officer, employee or agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to in this Article X.
Section 10. Continuation. The
indemnification and advancement of expenses provided by, or granted pursuant to, this Article X shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a member, manager, director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.
ARTICLE XI
APPLICABILITY OF UCC ARTICLE 8
The Company hereby irrevocably elects that all membership interests in the Company shall be securities governed by Article 8 of the Uniform Commercial Code. Each certificate evidencing membership interests in the
Company shall bear the following legend:
“This certificate evidences an interest in HARCOSEMCO LLC and shall be a security for purposes of Article 8 of the Uniform Commercial Code.”
No change to this provision shall be effective until all outstanding certificates have been surrendered for cancellation and any new certificates thereafter issued shall not bear the foregoing legend.
ARTICLE XII MISCELLANEOUS
This Limited Liability Company Agreement is made by the Member for the exclusive benefit of the Company, its Member, and his successors and assignees. This Limited Liability Company Agreement is expressly not intended for the benefit of any creditor
of the Company or any other person or entity. Except and only to the extent provided by applicable statute or otherwise in this Limited Liability Company Agreement, no such creditor or third party shall have any rights under this Limited Liability Company Agreement or any agreement between the Company and the Member with respect to any capital contribution or otherwise.
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IN WITNESS WHEREOF, the Member has hereunto set his hand effective the day and year first above written.
