Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-K Annual Report HTML 1.51M
2: EX-2.3 Plan of Acquisition, Reorganization, Arrangement, HTML 57K
Liquidation or Succession
3: EX-3.3 Articles of Incorporation/Organization or Bylaws HTML 50K
4: EX-10.16 Material Contract HTML 243K
5: EX-10.50 Material Contract HTML 40K
6: EX-10.51 Material Contract HTML 43K
7: EX-21.1 Subsidiaries List HTML 44K
8: EX-23.1 Consent of Experts or Counsel HTML 40K
9: EX-31.1 Certification -- §302 - SOA'02 HTML 45K
10: EX-31.2 Certification -- §302 - SOA'02 HTML 45K
11: EX-32.1 Certification -- §906 - SOA'02 HTML 41K
12: EX-32.2 Certification -- §906 - SOA'02 HTML 41K
19: R1 Document and Entity Information HTML 66K
20: R2 Consolidated Balance Sheets HTML 133K
21: R3 Consolidated Balance Sheets (Parenthetical) HTML 58K
22: R4 Consolidated Statements of Operations HTML 134K
23: R5 Consolidated Statements of Comprehensive Income HTML 65K
24: R6 Consolidated Statements of Equity HTML 147K
25: R7 Consolidated Statements of Cash Flows HTML 200K
26: R8 Organization and Summary of Significant Accounting HTML 195K
Policies
27: R9 Discontinued Operations HTML 240K
28: R10 Business Acquisitions HTML 104K
29: R11 Inventory HTML 51K
30: R12 Property, Plant and Equipment, net HTML 58K
31: R13 Goodwill HTML 56K
32: R14 Intangible and Other Assets, net HTML 78K
33: R15 Accrued Liabilities HTML 52K
34: R16 Long-Term Debt HTML 109K
35: R17 Accounting for Derivatives HTML 82K
36: R18 Fair Value Measurements HTML 75K
37: R19 Long-Lived Asset Impairment HTML 49K
38: R20 Restructuring Charges HTML 78K
39: R21 Income Taxes HTML 144K
40: R22 Common Stockholders' Equity HTML 47K
41: R23 Stock-Based Compensation and Awards HTML 119K
42: R24 Cash Dividends HTML 62K
43: R25 Retirement Benefit Plan HTML 42K
44: R26 Transactions Related to the Partnership HTML 63K
45: R27 Commitments and Contingencies HTML 73K
46: R28 Recent Accounting Developments HTML 52K
47: R29 Reportable Segments and Geographic Information HTML 149K
48: R30 Selected Quarterly Financial Data (Unaudited) HTML 99K
49: R31 Subsequent Event HTML 41K
50: R32 Schedule Ii Valuation and Qualifying Accounts HTML 78K
51: R33 Organization and Summary of Significant Accounting HTML 132K
Policies (Policies)
52: R34 Organization and Summary of Significant Accounting HTML 174K
Policies (Tables)
53: R35 Discontinued Operations (Tables) HTML 219K
54: R36 Business Acquisitions (Tables) HTML 85K
55: R37 Inventory (Tables) HTML 48K
56: R38 Property, Plant and Equipment, net (Tables) HTML 54K
57: R39 Goodwill (Tables) HTML 45K
58: R40 Intangible and Other Assets, net (Tables) HTML 79K
59: R41 Accrued Liabilities (Tables) HTML 51K
60: R42 Long-Term Debt (Tables) HTML 68K
61: R43 Accounting for Derivatives (Tables) HTML 70K
62: R44 Fair Value Measurements (Tables) HTML 69K
63: R45 Restructuring Charges (Tables) HTML 76K
64: R46 Income Taxes (Tables) HTML 133K
65: R47 Stock-Based Compensation and Awards (Tables) HTML 103K
66: R48 Cash Dividends (Tables) HTML 61K
67: R49 Transactions Related to the Partnership (Tables) HTML 51K
68: R50 Commitments and Contingencies (Tables) HTML 55K
69: R51 Reportable Segments and Geographic Information HTML 143K
(Tables)
70: R52 Selected Quarterly Financial Data (Unaudited) HTML 97K
(Tables)
71: R53 Organization and Summary of Significant Accounting HTML 45K
Policies (Details)
72: R54 Organization and Summary of Significant Accounting HTML 51K
Policies (Details 2)
73: R55 Organization and Summary of Significant Accounting HTML 45K
Policies (Details 3)
74: R56 Organization and Summary of Significant Accounting HTML 44K
Policies (Details 4)
75: R57 Organization and Summary of Significant Accounting HTML 105K
Policies (Details 5)
76: R58 Organization and Summary of Significant Accounting HTML 59K
Policies (Details 6)
77: R59 Organization and Summary of Significant Accounting HTML 83K
Policies (Details 7)
78: R60 Organization and Summary of Significant Accounting HTML 52K
Policies (Details 8)
79: R61 Discontinued Operations - Narratives (Details) HTML 86K
80: R62 Discontinued Operations - Results from HTML 101K
Discontinued Operations (Details)
81: R63 Discontinued Operations - Balance Sheet Data for HTML 113K
Disontinued Operations (Details)
82: R64 Business Acquisitions - August 2014 MidCon HTML 62K
Acquisition (Narratives) (Details)
83: R65 Business Acquisitions - Assets Acquired (Details) HTML 62K
84: R66 Business Acquisitions - April 2014 MidCon HTML 68K
Acquisition (Narratives) (Details)
85: R67 Business Acquisitions Acquired Finite Lived HTML 54K
Intangible Assets (Details)
86: R68 Business Acquisitions - Unaudited Pro Forma HTML 82K
Financial Information (Narratives) (Details)
87: R69 Business Acquisitions - Unaudited Pro Forma HTML 48K
Financial Information (Details)
88: R70 Inventory (Narratives) (Details) HTML 45K
89: R71 Inventory (Details) HTML 47K
90: R72 Property, Plant and Equipment, net (Narratives) HTML 46K
(Details)
91: R73 Property, Plant and Equipment, net (Details) HTML 56K
92: R74 Goodwill - Narratives (Details) HTML 52K
93: R75 Goodwill (Details) HTML 48K
94: R76 Intangible and Other Assets, net (Narratives) HTML 49K
(Details)
95: R77 Intangible and Other Assets, net (Details) HTML 48K
96: R78 Intangible and Other Assets, net (Details 2) HTML 67K
97: R79 Intangible and Other Assets, net (Details 3) HTML 54K
98: R80 Accrued Liabilities (Details) HTML 56K
99: R81 Long-Term Debt - Schedule of Long Term Debt HTML 73K
(Details)
100: R82 Long-Term Debt - Archrock Revolving Credit HTML 91K
Facility (Details 2)
101: R83 Long-Term Debt - The Partnership Revovling Credit HTML 104K
Facility and Term Loans (Details 3)
102: R84 Long-Term Debt - The Partnership 6.0 Senior Notes HTML 85K
Due April 2021 (Details 4)
103: R85 Long-Term Debt - The Partnership 6.0 Senior Notes HTML 84K
Due October 2022 (Details 5)
104: R86 Long-Term Debt - 7.25 Senior Notes (Details 6) HTML 59K
105: R87 Long-Term Debt - 4.25 Convertible Senior Notes HTML 91K
(Details 7)
106: R88 Long-Term Debt - Long Term Debt Maturity Schedule HTML 63K
(Details 8)
107: R89 Accounting for Derivatives (Details) HTML 66K
108: R90 Accounting for Derivatives (Details 2) HTML 55K
109: R91 Accounting for Derivatives (Details 3) HTML 49K
110: R92 Fair Value Measurements (Details) HTML 52K
111: R93 Fair Value Measurements (Details 2) HTML 48K
112: R94 Long-Lived Asset Impairment (Detail) HTML 53K
113: R95 Restructuring Charges - Narratives (Details) HTML 55K
114: R96 Restructuring Charges - Rollforward of Accrued HTML 57K
Laibility Balances Related to Restructuring
(Details)
115: R97 Restructuring Charges - Components of Charges HTML 53K
Included in Restructuring Charges (Details)
116: R98 Income Taxes (Details) HTML 66K
117: R99 Income Taxes (Details 2) HTML 66K
118: R100 Income Taxes (Details 3) HTML 75K
119: R101 Income Taxes (Details 4) HTML 62K
120: R102 Income Taxes (Details 5) HTML 56K
121: R103 Income Taxes (Details 6) HTML 59K
122: R104 Common Stockholders' Equity (Details) HTML 43K
123: R105 Stock-Based Compensation and Awards - Stock Based HTML 42K
Compensation Expense (Narratives) (Details)
124: R106 Stock-Based Compensation and Awards - Stock HTML 48K
Incentive Plan (Narratives) (Details 2)
125: R107 Stock-Based Compensation and Awards - Stock HTML 57K
Options (Narratives) (Details 3)
126: R108 Stock-Based Compensation and Awards - HTML 51K
Black-Scholes Valuation Inputs (Details 4)
127: R109 Stock-Based Compensation and Awards - Stock Option HTML 94K
Activity Rollforward (Details 5)
128: R110 Stock-Based Compensation and Awards - Restricted HTML 91K
Stock (Details 6)
129: R111 Stock-Based Compensation and Awards - Employee HTML 52K
Stock Purchase Plan (Narratives) (Details 7)
130: R112 Stock-Based Compensation and Awards - Director's HTML 45K
Stock and Deferral Plan (Narratives) (Details 8)
131: R113 Stock-Based Compensation and Awards - Partnership HTML 56K
Long-Term Incentive Plan (Narratives) (Details 9)
132: R114 Stock-Based Compensation and Awards (Details 10) HTML 65K
133: R115 Cash Dividends (Detail) HTML 53K
134: R116 Retirement Benefit Plan (Details) HTML 49K
135: R117 Transactions Related to the Partnership (Details) HTML 95K
136: R118 Transactions Related to the Partnership (Details HTML 51K
2)
137: R119 Commitments and Contingencies - Narratives HTML 57K
(Details)
138: R120 Commitments and Contingencies - Commitment for HTML 57K
Minimum Rental Payment (Details)
139: R121 Commitments and Contingencies - Guarantees HTML 45K
(Details)
140: R122 Recent Accounting Developments (Details) HTML 46K
141: R123 Reportable Segments and Geographic Information HTML 48K
(Details)
142: R124 Reportable Segments and Geographic Information - HTML 76K
Reportable Segments (Details 2)
143: R125 Reportable Segments and Geographic Information - HTML 51K
Reconcilation of Segment Assets to Total Assets
(Details 3)
144: R126 Reportable Segments and Geographic Information - HTML 79K
Reconcilation from Net Income to Gross Margin
(Details 4)
145: R127 Selected Quarterly Financial Data (Unaudited) HTML 60K
(Narratives) (Details)
146: R128 Selected Quarterly Financial Data (Unaudited) HTML 61K
(Details 2)
147: R129 Subsequent Event (Details) HTML 43K
148: R130 Schedule Ii Valuation and Qualifying Accounts HTML 56K
(Details)
150: XML IDEA XML File -- Filing Summary XML 268K
149: EXCEL IDEA Workbook of Financial Reports XLSX 170K
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15: EX-101.CAL XBRL Calculations -- aroc-20151231_cal XML 403K
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151: ZIP XBRL Zipped Folder -- 0001389050-16-000047-xbrl Zip 439K
‘EX-3.3’ — Articles of Incorporation/Organization or Bylaws
ONE: The name of the corporation is Archrock, Inc. (hereinafter referred to as the “Corporation”).
TWO: The address of the registered office of the Corporation in the State
of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of the registered agent of the Corporation at that address is The Corporation Trust Company.
THREE: The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “GCL”).
FOUR: The total number of shares of all classes of stock which the Corporation shall have authority to issue is 300 million, consisting of 250 million shares of Common Stock, par value one cent ($0.01) per share (the “Common Stock”), and 50 million shares of
Preferred Stock, par value one cent ($0.01) per share (the “Preferred Stock”).
SECTION 1. Preferred Stock. The Board of Directors is authorized, subject to any limitations prescribed by law, to provide for the issuance of shares of Preferred Stock in series, and by filing a certificate pursuant to the applicable law of the State of Delaware (such certificate being hereinafter referred to as a “Preferred Stock Designation”), to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences, and rights of the shares of each such series and any qualifications, limitations or restrictions thereof. The number of authorized shares of Preferred Stock may be increased or decreased (but not below
the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all of the then-outstanding shares of the capital stock of the Corporation entitled to vote thereon, without a separate class vote of the holders of the Preferred Stock, or of any series thereof, unless a vote of any such holders is required pursuant to the terms of any Preferred Stock Designation.
SECTION 2. Common Stock.
A. Except as otherwise provided in this Article Four or required by law, each registered holder of Common Stock shall be entitled to one vote for each share of such Common Stock held by such holder on each matter properly submitted to the stockholders of the Corporation for their vote; provided, however, that, except as otherwise required by law, holders
of Common Stock shall not be entitled to vote on any amendment to this Restated Certificate of Incorporation (including any Preferred Stock Designation) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together as a class with the holders of one or more other such series, to vote thereon by law or pursuant to this Restated Certificate of Incorporation (including any Preferred Stock Designation).
B. Except as otherwise provided in this Article Four or required by law and subject to the rights of the holders of any series of Preferred Stock,
(i) Holders of Common Stock shall
be entitled to elect directors of the Corporation; and
(ii) Holders of Common Stock shall be entitled to vote on all other matters properly submitted to a vote of stockholders of the Corporation.
C. The number of authorized shares of Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders a majority of the voting power of all of the then-outstanding shares of the capital stock of the Corporation entitled to vote thereon, voting together as a single class, without a separate class vote of the holders of Common Stock.
FIVE: The following provisions are inserted for the management of the business and the conduct of the affairs of the Corporation, and for further definition, limitation
and regulation of the powers of the Corporation and of its directors and stockholders:
A. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. In addition to the powers and authority expressly conferred upon them by statute or by this Restated Certificate of Incorporation or the Bylaws of the Corporation, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation.
B. The directors of the Corporation need not be elected by written ballot
unless the Bylaws so provide.
C. Subject to the rights of the holders of any series of Preferred Stock, any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of stockholders of the Corporation and may not be effected by any consent in writing by such stockholders.
D. Special meetings of stockholders of the Corporation may only be called by the Chairman of the Board or the President or by the Board of Directors as provided in the Bylaws of the Corporation.
SIX:
A. Subject to
the rights of the holders of any series of Preferred Stock to elect additional directors under specified circumstances, the number of directors shall be fixed from time to time exclusively by the Board of Directors in the manner provided in the Bylaws of the Corporation.
B. Subject to the rights of the holders of any series of Preferred Stock then outstanding, newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause shall, unless otherwise required by law or by resolution of the Board of Directors, be filled by the Board of Directors in the manner provided in the Bylaws
of the Corporation, and directors so chosen shall hold office for a term expiring at the next annual meeting of stockholders and until such director’s successor shall have been duly elected and qualified. No decrease in the authorized number of directors shall shorten the term of any incumbent director.
C. Advance notice of stockholder nominations for the election of directors and of business to be brought by stockholders before any meeting of the stockholders of the Corporation shall be given in the manner provided in the Bylaws of the Corporation.
D. Subject to the rights of the holders of any series of Preferred Stock then outstanding, any director, or the entire Board of Directors, may be removed from office at any time, with or without cause, by the affirmative vote of
the holders of a majority of the voting power of all of the then outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class.
SEVEN: The Board of Directors is expressly empowered to adopt, amend or repeal Bylaws of the Corporation. Any adoption, amendment or repeal of the Bylaws of the Corporation by the Board of Directors shall require the approval of the Board of Directors as in the manner provided in the Bylaws of the Corporation. The stockholders shall also have power to adopt, amend or repeal the Bylaws
of the Corporation; provided, however, that, in addition to any vote of the holders of any class or series of capital stock of the Corporation required by law or by this Restated Certificate of Incorporation, the affirmative vote of the holders of a majority of the voting power of all of the then outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to adopt, amend or repeal any provision of the Bylaws of the Corporation.
EIGHT: A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the GCL, or (iv) for any transaction from which the director derived an improper personal benefit. If the GCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the GCL, as so amended.
Any repeal or modification of the foregoing paragraph by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.
NINE: The
Corporation shall indemnify and advance expenses to each director and officer of the Corporation as provided in the Bylaws of the Corporation and may indemnify and advance expenses to each employee and agent of
the Corporation, and all other persons whom the Corporation is authorized to indemnify under the provisions of the GCL, as provided in the Bylaws of the Corporation.
Dates Referenced Herein and Documents Incorporated by Reference
