When the SEC's staff reviews a filing, it writes to the company with numbered questions, and the company answers each one in a letter.
SEC publishes the exchange once the review is over, at least 20 business days later. Below: what the staff asked TDG, and the company's answer to each question, quoted from the letters.
A question is not an accusation; most reviews end with the company adding detail to its next filing.
We note you have properties and operations in various geographic areas and countries. We further note you have not provided the entity-wide disclosures contemplated in ASC 280-10-50-41. Please modify your segment disclosures in future filings to provide these additional disclosures or otherwise please explain why you believe they are not required.Rest of the question
For additional guidance, please also refer to ASC 280-10-55-20 through 55-25. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
TDG answered
We acknowledge the Staff's comment and the standards set forth in ASC 280-10-50-41 and related guidance. In future filings, the Company will disclose net sales to external customers and long-lived assets attributable to the United States separately from other geographic areas. The geographic areas in which net sales and long-lived assets will be disclosed are "United States" and "Foreign Countries," with net sales being based on the geographic destination of sales.Rest of the answer
Net sales and long-lived assets of individual countries outside of the United States are not material.
If you have any further questions or require additional information, please do not hesitate to contact me at (216) 706-2960.
provide in response to these comments, we may have additional comments. Form S-4 · General
SEC asked
Please update the prospectus to include the information required by Item 19(a)(7) of Form S-4 for the most recently completed fiscal year, including the information required by Item 402 of Regulation S-K. For guidance, refer by analogy to Securities Act Forms Compliance and Disclosure Interpretation 123.01.
TDG answered
On behalf of TransDigm UK Holdings plc and the other registrants (together, “TransDigm”), the undersigned hereby requests, pursuant to Rule 461(a) promulgated under the Securities Act of 1933, that the Registration Statement on Form S-4 (File No. 333-228336) of TransDigm be declared effective at 10:00 a.m. on Thursday, April 11, 2019, or as soon thereafter as practicable. TransDigm respectfully requests that you notify Michael J. Solecki of such effectiveness by a telephone call to (216) 586-7103.
Read in the reply ↗
2020-05-12 ·
TDG: letter to the SEC· TransDigm Inc. · Registration Statement on Form S-4 (Registration No. 333-238018)
2020-05-11 ·
SEC: will not review the filing· TransDigm Group Inc. · Registration Statement on Form S-4 · Filed May 5, 2020 · File...
2019-08-14 ·
SEC: will not review the filing· TransDigm Group INC · Registration Statement on Form S-4 · Filed August 8, 2019 · File...
From the SEC's correspondence on EDGAR: staff letters (form UPLOAD) and company letters (form CORRESP), 11 letters filed since 2018-11-30.
Questions and answers are matched by their numbers; topics come from words in each question. The reports are compared word for word (same form, before the first SEC letter against the first report after the company's reply). No AI.
Work on TDG in a spreadsheet:
Excel workbook (a sheet per section, ten years by column, charts, links to the filings) ·
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