What changed in this filing

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Item 9A. Controls and Procedures

2022-02-17 compared with 2021-02-18 · 66 added, 54 removed, 96 unchanged (56% of the section changed)

5 unchanged sentences

Based on the evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of December 31, 2021, the end of the period covered by this Annual Report on Form 10-K, were effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act).

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Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2021.

In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control—Integrated Framework (2013).

Based on this assessment, management concluded that our internal control over financial reporting was effective as of December 31, 2021.

PricewaterhouseCoopers LLP, our independent registered public accounting firm, has audited the effectiveness of our internal control over financial reporting as of December 31, 2021.

Their report is included in Part II, Item 8, “Financial Statements and Supplementary Data” in this Annual Report on Form 10-K.

Their report is included in Part II, Item 8., “Financial Statements and Supplementary Data”

in this Annual Report on Form 10-K.

Changes in Internal Control Over Financial Reporting

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Other Information

Directors, Executive Officers and Corporate Governance

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

Directors, Executive Of ficers and Corporate Governance

The information required by this Item concerning our executive officers, directors and nominees for director and Audit Committee members and financial expert(s) and disclosure of delinquent filers under Section 16(a) of the Exchange Act is incorporated herein by reference from our definitive Proxy Statement for our 2022 annual meeting of stockholders which will be filed with the SEC pursuant to Regulation 14A within 120 days after the end of our last fiscal year.

1 unchanged sentence

We have adopted the Allison Code of Business Conduct that applies to all of our directors and officers and other employees, including our principal executive officer, principal financial officer and principal accounting officer.

This code is publicly available through the Investor Relations section of our website at www.allisontransmission.com.

This code is publicly available through the Investor Relations section of our website at https://ir.allisontransmission.com.

We will post on the Investor Relations section of our website any amendment to the Allison Code of Business Conduct, or any grant of a waiver from a provision of the Allison Code of Business Conduct.

Executive Compensation

Executi ve Compensation

The information required by this Item concerning remuneration of our executive officers and directors, material transactions involving such executive officers and directors and Compensation Committee interlocks, as well as the Compensation Committee Report and pay ratio disclosure, are incorporated herein by reference to our definitive Proxy Statement for our 2022 annual meeting of stockholders which will be filed with the SEC pursuant to Regulation 14A within 120 days after the end of our last fiscal year.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Ow ners and Management and Related Stockholder Matters

The information required by this Item concerning the stock ownership of management and five percent beneficial owners and securities authorized for issuance under equity compensation plans is incorporated herein by reference to our definitive Proxy Statement for our 2022 annual meeting of stockholders which will be filed with the SEC pursuant to Regulation 14A within 120 days after the end of our last fiscal year.

1 unchanged sentence

The information required by this Item concerning certain relationships and related person transactions, and director independence is incorporated herein by reference to our definitive Proxy Statement for our 2022 annual meeting of stockholders which will be filed with the SEC pursuant to Regulation 14A within 120 days after the end of our last fiscal year.

Principal Accounting Fees and Services

Principal Accou nting Fees and Services

The information required by this Item concerning the fees and services of our independent registered public accounting firm and our Audit Committee actions with respect thereto is incorporated herein by reference to our definitive Proxy Statement for our 2022 annual meeting of stockholders which will be filed with the SEC pursuant to Regulation 14A within 120 days after the end of our last fiscal year.

Exhibits and Financial Statement Schedules

Exhibits and Financ ial Statement Schedules

(a)(1) Financial Statements.

The response to this item is included in Part II, Item 8 of this Annual Report on Form 10-K.

The response to this item is included in Part II, Item 8.

of this Annual Report on Form 10-K.

(a)(2) Financial Statement Schedules.

Schedule I – Parent Company only Balance Sheets as of the years ended December 31, 2020 and 2019, Schedule I – Parent Company only Statements of Comprehensive Income for the years ended December 31, 2020, 2019 and 2018, Schedule I – Parent Company only Statements of Cash Flows for the years ended December 31, 2020, 2019 and 2018 and Schedule I – Parent Company only Footnote are included in Part II, Item 8 of this Annual Report on Form 10-K.

Schedule I –

Parent Company only Balance Sheets as of the years ended December 31, 2021 and 2020, Schedule I –

Parent Company only Statements of Comprehensive Income for the years ended December 31, 2021, 2020 and 2019, Schedule I –

Parent Company only Statements of Cash Flows for the years ended December 31, 2021, 2020 and 2019 and Schedule I –

Parent Company only Footnote are included in Part II, Item 8.

of this Annual Report on Form 10-K.

All other schedules have been omitted because they are not required or because the information required is included in the consolidated financial statements and notes thereto.

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Second Amended and Restated Certificate of Incorporation of Allison Transmission Holdings, Inc.

(incorporated by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012 filed April 26, 2012 (File No.

Amendment to Second Amended and Restated Certificate of Incorporation of Allison Transmission Holdings, Inc.

(incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed May 18, 2016)

Sixth Amended and Restated Bylaws of Allison Transmission Holdings, Inc.

(incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed May 11, 2020)

Form of Stock Certificate (incorporated by reference to Exhibit 4.1 to Amendment No.

3 to the Registrant’s Registration Statement on Form S-1 filed June 17, 2011 (File No.

Indenture, dated as of September 23, 2016, between the Issuer and Wilmington Trust, National Association, as Trustee (including the form of 5.0% Senior Notes due 2024) (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed September 23, 2016)

Indenture, dated as of September 26, 2017, between the Issuer and Wilmington Trust, National Association, as Trustee (including form of 4.75% Senior Notes due 2027) (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed September 26, 2017)

Indenture, dated as of March 29, 2019, between the Issuer and Wilmington Trust, National Association, as Trustee (including form of 5.875% Senior Notes due 2029) (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed March 29, 2019)

Indenture, dated as of November 19, 2020, between the Issuer and Wilmington Trust, National Association, as Trustee (including form of 3.75% Senior Notes due 2031) (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed November 19, 2020)

Description of Securities (incorporated by reference to Exhibit 4.5 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 filed February 27, 2020)

Second Amended and Restated Credit Agreement, dated as of March 29, 2019, among Allison Transmission Holdings, Inc., Allison Transmission, Inc., as Borrower, the several banks and other financial institutions or entities from time to time parties thereto as lenders and Citibank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed March 29, 2019)

3 to the Registrant’s Registration Statement on Form S-1 filed June 17, 2011 (File No.

Description of Securities (incorporated by reference to Exhibit 4.5 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 filed February 27, 2020)

Amendment No.

1 dated October 11, 2019, to the Second Amended and Restated Credit Agreement, dated as of March 29, 2019, among Allison Transmission Holdings, Inc., Allison Transmission, Inc., as Borrower, the several banks and other financial institutions or entities from time to time parties thereto as lenders, Citibank, N.A as Administrative Agent and as the 2019 refinancing term lender and the other agents and arrangers party thereto (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed October 15, 2019)

Amendment No.

2 dated as of November 19, 2020, by and among Allison Transmission Holdings, Inc., Allison Transmission, Inc., as Borrower, the several banks and other financial institutions party thereto, as 2020 Revolving Credit Lenders and Citibank, N.A., as Administrative Agent amending the Second Amended and Restated Credit Agreement, dated as of March 29, 2019, among Allison Transmission Holdings, Inc., Allison Transmission, Inc., the several banks and other financial institutions or entities from time to time parties thereto as lenders, Citibank, N.A., as Administrative Agent and Citicorp North America, Inc., as Collateral Agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed November 19, 2020)

Guarantee And Collateral Agreement made by Allison Transmission Holdings, Inc., Allison Transmission, Inc., as Borrower, and the Subsidiary Guarantors party thereto in favor of Citicorp North America, Inc., as Administrative Agent, dated as of August 7, 2007 (incorporated by reference to Exhibit 10.3 to the Registrant’s Registration Statement on Form S-1 filed March 18, 2011 (File No.

Trademark Security Agreement made by Allison Transmission, Inc.

in favor of Citicorp North America, Inc., as Administrative Agent, dated as of August 7, 2007 (incorporated by reference to Exhibit 10.4 to the Registrant’s Registration Statement on Form S-1 filed March 18, 2011 (File No.

in favor of Citicorp North America, Inc., as Administrative Agent, dated as of August 7, 2007 (incorporated by reference to Exhibit 10.5 to Amendment No.

2 to the Registrant’s Registration Statement on Form S-1 filed May 16, 2011 (File No.

Allison Transmission Holdings, Inc.

2015 Equity Incentive Award Plan (incorporated by reference to Appendix A to the Registrant’s Definitive Proxy Statement on Schedule 14A filed April 2, 2015)

Allison Transmission Holdings, Inc.

2016 Incentive Plan (incorporated by reference to Appendix B to the Registrant’s Definitive Proxy Statement on Schedule 14A filed April 2, 2015)

Form of 2015 Equity Incentive Award Plan Restricted Stock Agreement (incorporated by reference to Exhibit 10.41 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2015 filed February 19, 2016)

Form of 2015 Equity Incentive Award Plan Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.42 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2015 filed February 19, 2016)

Form of 2015 Equity Incentive Award Plan Stock Option Agreement (incorporated by reference to Exhibit 10.43 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2015 filed February 19, 2016)

Form of 2015 Equity Incentive Award Plan Performance Stock Unit Agreement (incorporated by reference to Exhibit 10.25 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2016 filed February 24, 2017)

2016 Incentive Plan (incorporated by reference to Appendix B to the Registrant’s Definitive Proxy Statement on Schedule 14A filed April 2, 2015)

Allison Transmission Holdings, Inc.

2011 Equity Incentive Award Plan (incorporated by reference to Exhibit 10.10 to Amendment No.

3 to the Registrant’s Registration Statement on Form S-1 filed June 17, 2011 (File No.

Form of 2011 Equity Incentive Award Plan Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.12 to Amendment No.

3 to the Registrant’s Registration Statement on Form S-1 filed June 17, 2011 (File No.

Form of 2011 Equity Incentive Award Plan Stock Option Agreement (incorporated by reference to Exhibit 10.13 to Amendment No.

3 to the Registrant’s Registration Statement on Form S-1 filed June 17, 2011 (File No.

Form Amendment to Stock Option Agreement under the Allison Transmission Holdings, Inc.

2011 Equity Incentive Award Plan and Equity Incentive Plan of Allison Transmission Holdings, Inc.

(incorporated by reference to Exhibit 10.27 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013 filed July 30, 2013 (File No.

Form of 2011 Equity Incentive Award Plan Stock Option Agreement (incorporated by reference to Exhibit 10.29 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013 filed October 29, 2013 (File No.

(incorporated by reference to Exhibit 10.27 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013 filed July 30, 2013 (File No.

Deferred Compensation Plan of Allison Transmission Inc.

(incorporated by reference to Exhibit 10.21 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012 filed July 31, 2012)

Fifth Amended and Restated Non-Employee Director Compensation Policy (incorporated by reference to Exhibit 10.21 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 filed February 27, 2020)

(incorporated by reference to Exhibit 10.21 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012 filed July 31, 2012)

Amended and Restated Non-Employee Director Deferred Compensation Plan of Allison Transmission Holdings, Inc.

(incorporated by reference to Exhibit 10.38 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 filed April 28, 2015)

Form of Allison Transmission Holdings, Inc.

Indemnification Agreement (incorporated by reference to Exhibit 10.9 to Amendment No.

2 to the Registrant’s Registration Statement on Form S-1 filed May 16, 2011 (File No.

Form of Change in Control Severance Agreement (incorporated by reference to Exhibit 10.34 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2013 filed February 24, 2014)

2 to the Registrant’s Registration Statement on Form S-1 filed May 16, 2011 (File No.

Severance and Change in Control Agreement, between Allison Transmission, Inc.

Graziosi, dated as of March 23, 2018 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed March 23, 2018)

Stock Repurchase Agreement, dated May 7, 2019, between Allison Transmission Holdings, Inc.

and Ashe Capital Management, LP (incorporated by reference to the Registrant’s Current Report on Form 8-K filed May 7, 2019)

Code of Business Conduct (incorporated by reference to Exhibit 14.1 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 filed February 26, 2019)

Graziosi, dated as of March 23, 2018 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed March 23, 2018)

Separation Agreement, between Allison Transmission, Inc.

and Randall R.

Kirk, dated as of May 26, 2021 (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed May 27, 2021)

Separation Agreement, between Allison Transmission, Inc.

and Michael A.

Dick, dated as of January 26, 2022 (incorporated by reference to Exhibit 10.1 to the Registration’s Current Report on Form 8-K filed January 27, 2022)

Code of Business Conduct (incorporated by reference to Exhibit 14.1 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 filed February 26, 2019)

List of Subsidiaries of Allison Transmission Holdings, Inc.

5 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)

The following financial information from the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, formatted in Inline XBRL (eXtensible Business Reporting Language):

The following financial information from the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, formatted in Inline XBRL (eXtensible Business Reporting Language):

(i) the Consolidated Balance Sheets;

1 unchanged sentence

(iii) the Consolidated Statements of Cash Flows;

(iv) the Consolidated Statements of Stockholders’ Equity (v) the Notes to Consolidated Financial Statements;

(iv) the Consolidated Statements of Stockholders’

(v) the Notes to Consolidated Financial Statements;

(vi) the Parent Company only Balance Sheets;

2 unchanged sentences

and (ix) the Parent Company only Footnote

Cover Page Interactive Data File – The cover page from the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, formatted in Inline XBRL and contained in Exhibit 101

Cover Page Interactive Data File –

The cover page from the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, formatted in Inline XBRL and contained in Exhibit 101

* Indicates a management contract or compensatory plan or arrangement

4 unchanged sentences

February 17, 2022

President and Chief Executive Officer (Principal Executive Officer)

Chairman, President and Chief Executive Officer (Principal Executive Officer)

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.

Director, President and Chief Executive Officer (Principal Executive Officer)

Chairman, President and Chief Executive Officer (Principal Executive Officer)

February 17, 2022

3 unchanged sentences

February 17, 2022

/s/ Lawrence E.

Chairman of the Board

February 18, 2021

/s/ Judy Altmaier

15 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures