What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-02-14 compared with 2023-02-16 · 57 added, 77 removed, 100 unchanged (57% 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, 2023, 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).

3 unchanged sentences

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, 2023.

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, 2023.

PricewaterhouseCoopers LLP, our independent registered public accounting firm, has audited the effectiveness of our internal control over financial reporting as of December 31, 2023.

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

1 unchanged sentence

Other Information

Insider Trading Arrangements

The following table sets forth information related to the Company's directors and officers who adopted, modified or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) ("Rule 10b5-1 trading arrangement") or any “non-Rule 10b5-1 trading arrangement,” as such term is defined in Item 408(c) of Regulation S-K, during the three months ended December 31, 2023:

Trading Arrangement

Non-Rule 10b5-1**

Total Shares to be Sold

Expiration Date

Vice President, Defense Programs

Senior Vice President, Global Marketing, Sales & Services

* Intended to satisfy the affirmative defense of Rule 10b5-1(c)

** No t intended to satisfy the affirmative defense of Rule 10b5-1(c)

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

12 unchanged sentences

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 2024 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 Accou nting Fees and Services

Principal A ccountant 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 2024 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

(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, 2022 and 2021, Schedule I –

Parent Company only Statements of Comprehensive Income for the years ended December 31, 2022, 2021 and 2020, Schedule I –

Parent Company only Statements of Cash Flows for the years ended December 31, 2022, 2021 and 2020 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, 2023 and 2022, Schedule I – Parent Company only Statements of Comprehensive Income for the years ended December 31, 2023, 2022 and 2021, Schedule I – Parent Company only Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021 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.

4 unchanged sentences

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)

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)

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

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 5, 2023)

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)

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)

Description of Securities (filed herewith)

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)

Amendment No.

3 to Credit Agreement, dated February 28, 2023, by and among Allison Transmission Inc., Allison Transmission Holdings, Inc., and Citibank N.A., as administrative agent, 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 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 6, 2023)

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)

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)

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)

Form of 2015 Equity Incentive Award Plan Performance Stock Unit Agreement (revised 2023) (filed herewith)

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)

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)

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)

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)

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)

3 to the Registrant’s Registration Statement on Form S-1 filed June 17, 2011)

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)

Sixth Amended and Restated Non-Employee Director Compensation Policy (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 filed August 4, 2022)

(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)

Seventh Amended and Restated Non-Employee Director Compensation Policy (filed herewith)

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 )

Allison Transmission, Inc.

Executive Change in Control and Severance Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed July 19, 2022)

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)

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)

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)

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, 2022, formatted in Inline XBRL (eXtensible Business Reporting Language):

(i) the Consolidated Balance Sheets;

(ii) the Consolidated Statements of Comprehensive Income;

(iii) the Consolidated Statements of Cash Flows;

(iv) the Consolidated Statements of Stockholders’

(v) the Notes to Consolidated Financial Statements;

(vi) the Parent Company only Balance Sheets;

(vii) the Parent Company only Statements of Comprehensive Income;

(viii) the Parent Company only Statements of Cash Flows;

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, 2022, formatted in Inline XBRL and contained in Exhibit 101

Allison Transmission Holdings, Inc.

Policy for Recovery of Erroneously Awarded Compensation (filed herewith)

Inline XBRL Instance Document (filed herewith)

Inline XBRL Taxonomy Extension Schema Document (filed herewith)

Inline XBRL Taxonomy Extension Calculation Linkbase Document (filed herewith)

Inline XBRL Taxonomy Extension Definition Linkbase Document (filed herewith)

Inline XBRL Taxonomy Extension Label Linkbase Document (filed herewith)

Inline XBRL Taxonomy Extension Presentation Linkbase Document (filed herewith)

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, 2023, formatted in Inline XBRL and contained in Exhibit 101

* Indicates a management contract or compensatory plan or arrangement

15 unchanged sentences

February 14, 2024

February 16, 2023

Scott Barbour

4 unchanged sentences

February 14, 2024

/s/ Alvaro Garcia-Tunon

Alvaro Garcia-Tunon

February 16, 2023

/s/ Carolann I.

7 unchanged sentences

February 14, 2024

/s/ Thomas W.

February 16, 2023

/s/ Richard V.

February 16, 2023

/s/ Krishna Shivram

2 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