ALSN 10-K Annual Report Dec. 31, 2018 | Alphaminr
Allison Transmission Holdings Inc
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ALSN 10-K Fiscal year ended Dec. 31, 2018

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ALLISON TRANSMISSION HOLDINGS INC
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataNote 1. OverviewNote 2. Summary Of Significant Accounting PoliciesNote 3. RevenueNote 4. InventoriesNote 5. Property, Plant and EquipmentNote 6. Goodwill and Other Intangible AssetsNote 7. Fair Value Of Financial InstrumentsNote 8. DebtNote 9. DerivativesNote 10. Product Warranty LiabilitiesNote 11. Deferred RevenueNote 12. Other Income (expense), NetNote 13. Other Current LiabilitiesNote 14. Employee Benefit PlansNote 15. Income TaxesNote 16. Accumulated Other Comprehensive LossNote 17. Commitments and ContingenciesNote 18. Concentration Of RiskNote 19. Certain Relationships and Related Party TransactionsNote 20. Common StockNote 21. Earnings Per ShareNote 22. Geographic InformationNote 23. Quarterly Financial InformationNote 1 Basis Of PresentationItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits, Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

3.1 Second Amended and Restated Certificate of Incorporation of Allison Transmission Holdings, Inc. (incorporated by reference to Exhibit 3.1 to the Registrants Quarterly Report on Form 10-Q for the quarter ended March31, 2012 filed April26, 2012 (File No. 001-35456)) 3.2 Amendment to Second Amended and Restated Certificate of Incorporation of Allison Transmission Holdings, Inc. (incorporated by reference to Exhibit 3.1 to the Registrants Current Report on Form 8-K filed May18, 2016) 3.3 Fifth Amended and Restated Bylaws of Allison Transmission Holdings, Inc. (incorporated by reference to Exhibit 3.2 to the Registrants Current Report on Form 8-K filed May18, 2016) 4.1 Form of Stock Certificate (incorporated by reference to Exhibit 4.1 to Amendment No. 3 to the Registrants Registration Statement on Form S-1 filed June17, 2011 (File No.333-172932)) 4.2 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 Registrants Current Report on Form 8-K filed September23, 2016) 4.3 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 Registrants Current Report on Form 8-K filed September26, 2017) 10.1 Amended and Restated Credit Agreement among Allison Transmission Holdings, Inc., Allison Transmission, Inc., as Borrower, the several lenders from time to time parties thereto, and Citicorp North America, Inc., as Administrative Agent, dated as of September23, 2016 (incorporated by reference to Exhibit B of Exhibit 10.1 to the Registrants Current Report on Form 8-K filed September23, 2016) 10.2 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 August7, 2007 (incorporated by reference to Exhibit 10.3 to the Registrants Registration Statement on Form S-1 filed March18, 2011 (File No.333-172932)) 10.3 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 Registrants Registration Statement on Form S-1 filed March18, 2011 (File No.333-172932)) 10.4 Copyright 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 10.5 to Amendment No.2 to the Registrants Registration Statement on Form S-1 filed May16, 2011 (File No.333-172932)) 10.5 Consent Agreement to the Credit Agreement, dated as of March 12, 2014, 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, Citicorp North America, Inc., as Administrative Agent, and the other agents and arrangers party thereto (incorporated by reference to Exhibit 10.1 to the Registrants Current Report on Form 8-K filed March14, 2014) 10.6 Amendment No.1, dated March 24, 2017, to the Amended and Restated Credit Agreement, dated as of September 23, 2016, 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, Citicorp North America, Inc., as Administrative Agent and the other agents and arrangers party thereto (incorporated by reference to Exhibit 10.1 to the Registrants Current Report on Form 8-K filed March24, 2017) 10.7 Incremental Facility Joinder Agreement, dated as of September 26, 2017, supplementing the Amended and Restated Credit Agreement, dated as of September 23, 2016, 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 Citicorp North America, Inc., as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Registrants Current Report on Form 8-K filed September26, 2017) 10.8 Amendment No. 2, dated March 21, 2018 to the Amended and Restated Credit Agreement, dated as of September 23, 2016, 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, Citicorp North America, Inc., as Administrative Agent 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 March 21, 2018) 10.9* Allison Transmission Holdings, Inc. 2015 Equity Incentive Award Plan (incorporated by reference to Appendix A to the Registrants Definitive Proxy Statement on Schedule 14A filed April2, 2015) 10.10* Allison Transmission Holdings, Inc. 2016 Incentive Plan (incorporated by reference to Appendix B to the Registrants Definitive Proxy Statement on Schedule 14A filed April2, 2015) 10.11* Form of 2015 Equity Incentive Award Plan Restricted Stock Agreement (incorporated by reference to Exhibit 10.41 to the Registrants Annual Report on Form 10-K for the year ended December31, 2015 filed February19, 2016) 10.12* Form of 2015 Equity Incentive Award Plan Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.42 to the Registrants Annual Report on Form 10-K for the year ended December31, 2015 filed February19, 2016) 10.13* Form of 2015 Equity Incentive Award Plan Stock Option Agreement (incorporated by reference to Exhibit 10.43 to the Registrants Annual Report on Form 10-K for the year ended December31, 2015 filed February19, 2016) 10.14* Form of 2015 Equity Incentive Award Plan Performance Stock Unit Agreement (incorporated by reference to Exhibit 10.25 to the Registrants Annual Report on Form 10-K for the year ended December31, 2016 filed February24, 2017) 10.15* Allison Transmission Holdings, Inc. 2011 Equity Incentive Award Plan (incorporated by reference to Exhibit 10.10 to Amendment No. 3 to the Registrants Registration Statement on Form S-1 filed June17, 2011 (File No.333-172932)) 10.16* Form of 2011 Equity Incentive Award Plan Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.12 to Amendment No.3 to the Registrants Registration Statement on Form S-1 filed June17, 2011 (File No.333-172932)) 10.17* Form of 2011 Equity Incentive Award Plan Stock Option Agreement (incorporated by reference to Exhibit 10.13 to Amendment No. 3 to the Registrants Registration Statement on Form S-1 filed June17, 2011 (File No.333-172932)) 10.18* 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 Registrants Quarterly Report on Form 10-Q for the quarter ended June30, 2013 filed July30, 2013 (File No. 001-35456)) 10.19* Form of 2011 Equity Incentive Award Plan Stock Option Agreement (incorporated by reference to Exhibit 10.29 to the Registrants Quarterly Report on Form 10-Q for the quarter ended September30, 2013 filed October29, 2013 (File No. 001-35456)) 10.20* Equity Incentive Plan of Allison Transmission Holdings, Inc. (incorporated by reference to Exhibit 10.14 to Amendment No. 2 to the Registrants Registration Statement on Form S-1 filed May16, 2011 (File No.333-172932)) 10.21* Form of Employee Stock Option Agreement under Equity Incentive Plan of Allison Transmission Holdings, Inc. (incorporated by reference to Exhibit 10.15 to Amendment No.2 to the Registrants Registration Statement on Form S-1 filed May16, 2011 (File No.333-172932)) 10.22* Form Amendment to Stock Option Agreement under Equity Incentive Plan of Allison Transmission Holdings, Inc. (incorporated by reference to Exhibit 10.24 to the Registrants Annual Report on Form 10-K for the year ended December31, 2012 filed on February28, 2013 (File No. 001-35456)) 10.23* Deferred Compensation Plan of Allison Transmission Inc. (incorporated by reference to Exhibit 10.21 to the Registrants Quarterly Report on Form 10-Q for the quarter ended June30, 2012 filed July31, 2012) 10.24* Fourth Amended and Restated Non-Employee Director Compensation Policy (filed herewith) 10.25* Amended and Restated Non-Employee Director Deferred Compensation Plan of Allison Transmission Holdings, Inc. (incorporated by reference to Exhibit 10.38 to the Registrants Quarterly Report on Form 10-Q for the quarter ended March31, 2015 filed April28, 2015) 10.26* Form of Allison Transmission Holdings, Inc. Indemnification Agreement (incorporated by reference to Exhibit 10.9 to Amendment No. 2 to the Registrants Registration Statement on Form S-1 filed May16, 2011 (File No.333-172932)) 10.27* Form of Change in Control Severance Agreement (incorporated by reference to Exhibit 10.34 to the Registrants Annual Report on Form 10-K for the year ended December31, 2013 filed February24, 2014) 10.28* Employment Agreement, between Allison Transmission, Inc. and Lawrence E. Dewey, dated as of December 21, 2016 (incorporated by reference to Exhibit 10.1 to the Registrants Current Report on Form 8-K filed December21, 2016) 10.29* Severance and Change in Control Agreement, between Allison Transmission, Inc. and David S. Graziosi, dated as of March 23, 2018 (incorporated by reference to Exhibit 10.1 to the Registrants Current Report on Form 8-K filed March 23, 2018) 14.1 Code of Business Conduct (filed herewith) 21.1 List of Subsidiaries of Allison Transmission Holdings, Inc. (filed herewith) 23.1 Consent of PricewaterhouseCoopers LLP (filed herewith) 31.1 Certification pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934 of the Chief Executive Officer, as adopted pursuant to Section302 of the Sarbanes-Oxley Act of 2002 (filed herewith) 31.2 Certification pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934 of the Chief Financial Officer, as adopted pursuant to Section302 of the Sarbanes-Oxley Act of 2002 (filed herewith) 32.1 Certification pursuant to 18 U.S.C. Section1350, as adopted pursuant to Section906 of the Sarbanes-Oxley Act of 2002 (filed herewith)