ALSN 10-K Annual Report Dec. 31, 2021 | Alphaminr
Allison Transmission Holdings Inc
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ALSN 10-K Fiscal year ended Dec. 31, 2021

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ALLISON TRANSMISSION HOLDINGS INC
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PROXIES
DEF 14A
 		Filed on March 29, 2024
DEF 14A
 		Filed on March 24, 2023
DEF 14A
 		Filed on March 25, 2022
DEF 14A
 		Filed on March 26, 2021
DEF 14A
 		Filed on March 27, 2020
DEF 14A
 		Filed on March 29, 2019
DEF 14A
 		Filed on March 29, 2018
DEF 14A
 		Filed on March 31, 2017
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 		Filed on April 8, 2016
DEF 14A
 		Filed on April 2, 2015
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DEF 14A
 		Filed on March 28, 2013
TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 1B. UnresolveItem 2. PropertiesItem 3. Legal ProceedingsItem 3. LegalItem 4. Mine Safety DisclosuresItem 4. Mine SafPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 5. Market For Registrant S Common Equity, Related StocItem 6. [reserved]Item 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7. Management S Discussion and Analysis OItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 7A. Quantitative and QualitaItem 8. Financial Statements and Supplementary DataItem 8. Financial StatemenNote 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. LeasesNote 13. Other Income (expense), NetNote 14. Other Current LiabilitiesNote 15. Employee Benefit PlansNote 16. Income TaxesNote 17. Accumulated Other Comprehensive LossNote 18. Commitments and ContingenciesNote 19. Concentration Of RiskNote 20. Common StockNote 21. Earnings Per ShareNote 22. Geographic InformationNote 1 Basis Of PresentationNote 1 Basis OItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9B. OtherItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 10. Directors, Executive OfItem 11. Executive CompensationItem 11. ExecutiItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 12. Security Ownership Of Certain Beneficial OwItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 13. Certain Relationships and RelatedItem 14. Principal Accounting Fees and ServicesItem 14. Principal AccouPart IVItem 15. Exhibits and Financial Statement SchedulesItem 15. Exhibits and FinancItem 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 March 31, 2012 filed April 26, 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 May 18, 2016) 3.3 Sixth Amended and Restated Bylaws of Allison Transmission Holdings, Inc. (incorporated by reference to Exhibit 3.1 to the Registrants Current Report on Form 8-K filed May 11, 2020) 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 June 17, 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 September 23, 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 September 26, 2017) 4.4 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 Registrants Current Report on Form 8-K filed March 29, 2019) 4.5 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 Registrants Current Report on Form 8-K filed November 19, 2020) 4.6 Description of Securities (incorporated by reference to Exhibit 4.5 to the Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 2019 filed February 27, 2020) 10.1 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 Registrants Current Report on Form 8-K filed March 29, 2019) 10.2 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 Registrants Current Report on Form 8-K filed October 15, 2019) 10.3 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 Registrants Current Report on Form 8-K filed November 19, 2020) 10.4 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 Registrants Registration Statement on Form S-1 filed March 18, 2011 (File No. 333-172932)) 10.5 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 March 18, 2011 (File No. 333-172932)) 10.6 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 May 16, 2011 (File No. 333-172932)) 10.7* 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 April 2, 2015) 10.8* Allison Transmission Holdings, Inc. 2016 Incentive Plan (incorporated by reference to Appendix B to the Registrants Definitive Proxy Statement on Schedule 14A filed April 2, 2015) 10.9* 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 December 31, 2015 filed February 19, 2016) 10.10* 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 December 31, 2015 filed February 19, 2016) 10.11* 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 December 31, 2015 filed February 19, 2016) 10.12* 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 December 31, 2016 filed February 24, 2017) 10.13* 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 June 17, 2011 (File No. 333-172932)) 10.14* 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 June 17, 2011 (File No. 333-172932)) 10.15* 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 June 17, 2011 (File No. 333-172932)) 10.16* 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 June 30, 2013 filed July 30, 2013 (File No. 001-35456)) 10.17* 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 September 30, 2013 filed October 29, 2013 (File No. 001-35456)) 10.18* 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 June 30, 2012 filed July 31, 2012) 10.19* Fifth Amended and Restated Non-Employee Director Compensation Policy (incorporated by reference to Exhibit 10.21 to the Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 2019 filed February 27, 2020) 10.20* 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 March 31, 2015 filed April 28, 2015) 10.21* 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 May 16, 2011 (File No. 333-172932)) 10.22* 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 December 31, 2013 filed February 24, 2014) 10.23* 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) 10.24* 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) 10.25* 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 Registrations Current Report on Form 8-K filed January 27, 2022) 14.1 Code of Business Conduct (incorporated by reference to Exhibit 14.1 to the Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 2018 filed February 26, 2019) 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 Section 302 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 Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith) 32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)