UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
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(Address of principal executive offices) |
(Zip Code) |
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(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of October 16, 2024, there were
TABLE OF CONTENTS
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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2
PART I. FINANCIAL INFORMATION |
ITEM 1. Financial Statements
Allison Transmission Holdings, Inc.
Condensed Consolidated Balance Sheets
(unaudited, dollars in millions, except share and per share data)
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September 30, |
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December 31, |
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ASSETS |
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Current Assets |
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Cash and cash equivalents |
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$ |
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$ |
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Accounts receivable – net of allowance for doubtful accounts of $ |
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Inventories |
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Other current assets |
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Total Current Assets |
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Marketable securities |
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Property, plant and equipment, net |
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Intangible assets, net |
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Goodwill |
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Other non-current assets |
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TOTAL ASSETS |
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$ |
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$ |
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LIABILITIES |
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Current Liabilities |
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Accounts payable |
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$ |
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$ |
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Product warranty liability |
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Current portion of long-term debt |
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Deferred revenue |
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Other current liabilities |
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Total Current Liabilities |
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Product warranty liability |
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Deferred revenue |
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Long-term debt |
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Deferred income taxes |
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Other non-current liabilities |
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TOTAL LIABILITIES |
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(see Note P) |
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STOCKHOLDERS’ EQUITY |
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Common stock, $ |
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Non-voting common stock, $ |
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Preferred stock, $ |
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Paid in capital |
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Accumulated deficit |
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Accumulated other comprehensive loss, net of tax |
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( |
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TOTAL STOCKHOLDERS’ EQUITY |
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TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY |
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$ |
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$ |
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The accompanying notes are an integral part of the condensed consolidated financial statements.
3
Allison Transmission Holdings, Inc.
Condensed Consolidated Statements of Comprehensive Income
(unaudited, dollars in millions, except per share data)
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Three Months Ended September 30, |
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Nine Months Ended September 30, |
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2024 |
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2023 |
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2024 |
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2023 |
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Net sales |
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$ |
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$ |
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$ |
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$ |
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Cost of sales |
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Gross profit |
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Selling, general and administrative |
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Engineering — research and development |
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Operating income |
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Interest expense, net |
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( |
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Other income (expense), net |
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( |
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Income before income taxes |
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Income tax expense |
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( |
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( |
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( |
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Net income |
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$ |
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$ |
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$ |
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$ |
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Basic earnings per share attributable to common stockholders |
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$ |
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$ |
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$ |
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$ |
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Diluted earnings per share attributable to common stockholders |
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$ |
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$ |
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$ |
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$ |
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Comprehensive income, net of tax |
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$ |
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$ |
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$ |
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$ |
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The accompanying notes are an integral part of the condensed consolidated financial statements.
4
Allison Transmission Holdings, Inc.
Condensed Consolidated Statements of Cash Flows
(unaudited, dollars in millions)
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Nine Months Ended September 30, |
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2024 |
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2023 |
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CASH FLOWS FROM OPERATING ACTIVITIES: |
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Net income |
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$ |
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$ |
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Adjustments to reconcile net income to net cash provided by operating activities: |
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Depreciation of property, plant and equipment |
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Stock-based compensation |
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Deferred income taxes |
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( |
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Amortization of intangible assets |
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Unrealized loss (gain) on marketable securities |
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Pension plan settlement loss |
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Technology-related investments loss (gain) |
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Other |
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Changes in assets and liabilities: |
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Accounts receivable |
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( |
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Inventories |
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( |
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Accounts payable |
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Other assets and liabilities |
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( |
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Net cash provided by operating activities |
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CASH FLOWS FROM INVESTING ACTIVITIES: |
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Additions of long-lived assets |
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Investment in equity method investee |
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Proceeds from sale of assets |
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Investment in equities without a readily determinable fair value |
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Proceeds from technology-related investments |
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Net cash used for investing activities |
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( |
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( |
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CASH FLOWS FROM FINANCING ACTIVITIES: |
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Repurchases of common stock |
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( |
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Payments on long-term debt |
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( |
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Dividend payments |
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( |
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Proceeds from exercise of stock options |
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Taxes paid related to net share settlement of equity awards |
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( |
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( |
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Debt financing fees |
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( |
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Net cash used for financing activities |
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( |
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( |
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Effect of exchange rate changes on cash |
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Net increase in cash and cash equivalents |
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Cash and cash equivalents at beginning of period |
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Cash and cash equivalents at end of period |
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$ |
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$ |
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SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: |
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Income taxes paid |
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$ |
( |
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$ |
( |
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Interest paid |
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$ |
( |
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$ |
( |
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Interest received from interest rate swaps |
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$ |
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$ |
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Non-cash investing activities: |
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Capital expenditures in liabilities |
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$ |
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$ |
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The accompanying notes are an integral part of the condensed consolidated financial statements.
5
Allison Transmission Holdings, Inc.
Condensed Consolidated Statements of Stockholders’ Equity
(unaudited, dollars in millions)
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Three months ended |
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Common Stock |
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Non-voting Common Stock |
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Preferred Stock |
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Paid-in Capital |
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Accumulated (Deficit) Income |
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Accumulated Other Comprehensive (Loss) Income, net of tax |
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Stockholders' Equity |
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Balance at June 30, 2023 |
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$ |
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$ |
— |
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$ |
— |
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$ |
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$ |
( |
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$ |
( |
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$ |
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Stock-based compensation |
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— |
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— |
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— |
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— |
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— |
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Pension and OPEB liability adjustment |
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— |
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— |
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— |
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— |
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— |
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( |
) |
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( |
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Foreign currency translation adjustment |
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— |
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— |
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— |
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— |
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— |
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( |
) |
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( |
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Issuance of common stock |
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— |
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— |
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— |
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— |
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— |
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Repurchase of common stock |
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— |
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— |
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— |
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— |
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( |
) |
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— |
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( |
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Dividends on common stock |
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— |
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— |
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— |
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— |
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( |
) |
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— |
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( |
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Net income |
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— |
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— |
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— |
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— |
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— |
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Balance at September 30, 2023 |
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$ |
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$ |
— |
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$ |
— |
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$ |
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$ |
( |
) |
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$ |
( |
) |
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$ |
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Balance at June 30, 2024 |
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$ |
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$ |
— |
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$ |
— |
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$ |
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$ |
( |
) |
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$ |
( |
) |
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$ |
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Stock-based compensation |
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— |
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— |
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— |
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— |
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— |
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Pension and OPEB liability adjustment |
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— |
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— |
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— |
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— |
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— |
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( |
) |
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( |
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Foreign currency translation adjustment |
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— |
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— |
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— |
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— |
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— |
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Interest rate swaps |
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— |
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— |
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— |
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— |
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— |
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( |
) |
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( |
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Issuance of common stock |
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— |
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— |
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— |
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— |
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— |
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Repurchase of common stock |
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— |
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— |
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— |
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— |
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( |
) |
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— |
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( |
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Dividends on common stock |
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— |
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— |
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— |
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— |
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( |
) |
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— |
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( |
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Net income |
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— |
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— |
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— |
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— |
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— |
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Balance at September 30, 2024 |
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$ |
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$ |
— |
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$ |
— |
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$ |
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$ |
( |
) |
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$ |
( |
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$ |
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The accompanying notes are an integral part of the condensed consolidated financial statements.
6
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Nine months ended |
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Common Stock |
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Non-voting Common Stock |
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Preferred Stock |
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Paid-in Capital |
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Accumulated (Deficit) Income |
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Accumulated Other Comprehensive (Loss) Income, net of tax |
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Stockholders' Equity |
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Balance at December 31, 2022 |
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$ |
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$ |
— |
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$ |
— |
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$ |
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$ |
( |
) |
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$ |
( |
) |
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$ |
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Stock-based compensation |
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— |
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— |
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— |
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— |
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— |
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Pension and OPEB liability adjustment |
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— |
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— |
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— |
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— |
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— |
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( |
) |
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( |
) |
Foreign currency translation adjustment |
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— |
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— |
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— |
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— |
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— |
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( |
) |
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( |
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Interest rate swaps |
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— |
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— |
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— |
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— |
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— |
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Issuance of common stock |
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— |
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— |
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— |
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— |
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— |
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||
Repurchase of common stock |
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— |
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— |
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— |
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— |
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( |
) |
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— |
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( |
) |
Dividends on common stock |
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— |
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— |
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— |
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— |
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( |
) |
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— |
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( |
) |
Net income |
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— |
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— |
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— |
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— |
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— |
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||
Balance at September 30, 2023 |
|
$ |
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$ |
— |
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$ |
— |
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$ |
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|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|||
Balance at December 31, 2023 |
|
$ |
|
|
$ |
— |
|
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$ |
— |
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$ |
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$ |
( |
) |
|
$ |
( |
) |
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$ |
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|||
Stock-based compensation |
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— |
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— |
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— |
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— |
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— |
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||
Pension and OPEB liability adjustment |
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— |
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— |
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— |
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— |
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— |
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( |
) |
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( |
) |
Foreign currency translation adjustment |
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— |
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— |
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— |
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— |
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— |
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Interest rate swaps |
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— |
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— |
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— |
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— |
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— |
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( |
) |
|
|
( |
) |
Issuance of common stock |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Repurchase of common stock |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Dividends on common stock |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Net income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Balance at September 30, 2024 |
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|||
The accompanying notes are an integral part of the condensed consolidated financial statements.
7
Allison Transmission Holdings, Inc.
Notes to Condensed Consolidated Financial Statements
(UNAUDITED)
NOTE A. OVERVIEW
Overview
Allison Transmission Holdings, Inc. and its subsidiaries (“Allison” or the “Company”) design and manufacture vehicle propulsion solutions, including commercial-duty on-highway, off-highway and defense fully automatic transmissions and electric hybrid and fully electric systems. The business was founded in 1915 and has been headquartered in Indianapolis, Indiana since inception. Allison is traded on the New York Stock Exchange under the symbol “ALSN”.
The Company has a global presence by serving customers in North America, Asia, Europe, South America, and Africa, with approximately
NOTE B. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation and Principles of Consolidation
The condensed consolidated financial statements have been prepared in accordance with accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, the condensed consolidated financial statements do not include all information and footnotes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statements. The information herein reflects all normal recurring material adjustments, which are, in the opinion of management, necessary for the fair statement of the results for the periods presented. The condensed consolidated financial statements herein consist of all wholly-owned domestic and foreign subsidiaries with all significant intercompany transactions eliminated.
These condensed consolidated financial statements present the financial position, results of comprehensive income, cash flows and statements of stockholders’ equity of the Company. Certain immaterial reclassifications have been made in the condensed consolidated financial statements of prior periods to conform to the current period presentation. These reclassifications had no material impact on previously reported net income, total stockholders’ equity or cash flows. The condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023 as filed with the Securities and Exchange Commission on February 14, 2024. The interim period financial results for the three- and nine-month periods presented are not necessarily indicative of results to be expected for any other interim period or for the entire year.
8
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities and the reported amounts of revenue and expenses. Estimates include, but are not limited to, sales incentives, government price adjustments, fair market values and future cash flows associated with goodwill, indefinite-lived intangibles, definite-lived intangibles, long-lived asset impairment tests, useful lives for depreciation and amortization, warranty liabilities, core deposit liabilities, determination of discount rate and other assumptions for pension and other post-retirement benefit ("OPEB") expense, income taxes and deferred tax valuation allowances, derivative valuation, assumptions for business combinations and contingencies. The Company’s accounting policies involve the application of judgments and assumptions made by management that include inherent risks and uncertainties. Actual results could differ materially from these estimates and from the assumptions used in the preparation of the Company's financial statements. Changes in estimates are recorded in results of operations in the period that the events or circumstances giving rise to such changes occur.
Recently Issued Accounting Pronouncements
In November 2023, the Financial Accounting Standards Board ("FASB") issued authoritative accounting guidance expanding public entities’ reportable segment disclosures, primarily through enhanced disclosures about significant segment expenses that are regularly reviewed by the Chief Operating Decision Maker and included within each reported measure of segment profit or loss. The guidance will become effective for the Company starting with its fiscal year ending December 31, 2024 and the subsequent interim periods. The guidance will be applied retrospectively, and the Company does not plan to early adopt. Management is currently evaluating the impact of this guidance on the Company's consolidated financial statements.
In December 2023, the FASB issued authoritative accounting guidance to improve income tax disclosures by requiring disaggregated information about a reporting entity's effective tax rate reconciliation and information on income taxes paid. The guidance will become effective for the Company beginning with its fiscal year ending December 31, 2025. The guidance will be applied prospectively with the option to apply it retrospectively. Management is currently evaluating the impact of this guidance on the Company's consolidated financial statements.
All other recently issued accounting pronouncements were assessed as either not applicable to the Company or were not expected to have a material impact on the Company's condensed consolidated financial statements.
9
NOTE C. REVENUE
Revenue is recognized as each distinct performance obligation within a contract is satisfied. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. The Company enters into long-term agreements (“LTAs”) and distributor agreements with certain customers. The LTAs and distributor agreements do not include committed volumes until underlying purchase orders are issued; therefore, the Company determined that purchase orders are the contract with a customer. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when the performance obligation is satisfied, as there is no right of return.
Some of the Company's contracts include multiple performance obligations, most commonly the sale of both a transmission and extended transmission coverage ("ETC"). The Company allocates the contract’s transaction price to each performance obligation based on the standalone selling price of each distinct good or service in the contract.
The Company may also use volume-based discounts and rebates as marketing incentives in the sales of both vehicle propulsion solutions and service parts, which are accounted for as variable consideration. The Company records the impact of the incentives as a reduction to revenue when it is determined that the adjustment is not likely to reverse. The Company estimates the impact of all other incentives based on the related sales and market conditions in the end market vocation. The Company recorded
Net sales are made on credit terms, generally
The Company has
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
North America On-Highway |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
North America Off-Highway |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Defense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Outside North America On-Highway |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Outside North America Off-Highway |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Service Parts, Support Equipment and Other |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total Net Sales |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
10
NOTE D. INVENTORIES
Inventories consisted of the following components (dollars in millions):
|
|
September 30, |
|
|
December 31, |
|
||
Purchased parts and raw materials |
|
$ |
|
|
$ |
|
||
Work in progress |
|
|
|
|
|
|
||
Finished goods |
|
|
|
|
|
|
||
Service parts |
|
|
|
|
|
|
||
Total inventories |
|
$ |
|
|
$ |
|
||
Inventory components shipped to third parties, primarily cores, parts to re-manufacturers, and parts to contract manufacturers, which the Company has an obligation to buy back, are included in purchased parts and raw materials, with an offsetting liability in Other current liabilities. See "Note L. Other Current Liabilities” for more information.
NOTE E. GOODWILL AND OTHER INTANGIBLE ASSETS
As of both September 30, 2024 and December 31, 2023, the carrying value of the Company’s Goodwill was $
The following presents a summary of other intangible assets (dollars in millions):
|
|
September 30, 2024 |
|
|
December 31, 2023 |
|
||||||||||||||||||
|
|
Intangible |
|
|
Accumulated |
|
|
Intangible |
|
|
Intangible |
|
|
Accumulated |
|
|
Intangible |
|
||||||
Other intangible assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Trade name |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
In-process research and development |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Customer relationships — commercial |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Proprietary technology |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Customer relationships — defense |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Non-compete agreement |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Total |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
In the second quarter of 2024, the Company reclassified $
Amortization expense related to other intangible assets for the next five fiscal years is expected to be (dollars in millions):
|
|
2025 |
|
|
2026 |
|
|
2027 |
|
|
2028 |
|
|
2029 |
|
|||||
Amortization expense |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
11
NOTE F. FAIR VALUE OF FINANCIAL INSTRUMENTS
Level 1 — Quoted prices are available in active markets for identical assets or liabilities as of the reporting date.
Level 2 — Inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 2 includes financial instruments that are valued using quoted prices in markets that are not active and those financial instruments that are valued using models or other valuation methodologies in which all significant value-drivers are observable in active markets or are supported by observable levels at which transactions are executed in the marketplace.
Level 3 — Certain inputs are unobservable or have little or no market data available. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. At each balance sheet date, the Company performs an analysis of all instruments subject to authoritative accounting guidance and includes, in Level 3, all of those whose fair value is based on significant unobservable inputs. As of September 30, 2024 and December 31, 2023, the Company did
The Company’s assets and liabilities that are measured at fair value include cash equivalents, marketable securities, derivative instruments, assets held in a rabbi trust and a deferred compensation obligation. The Company’s cash equivalents consist of short-term U.S. government backed securities and time deposits. The Company's marketable securities consist of publicly traded stock of Jing-Jin Electric Technologies Co. Ltd., which has a readily determinable fair value. The Company’s derivative instruments consist of interest rate swaps. The Company’s assets held in the rabbi trust consist principally of publicly available mutual funds and target date retirement funds. The Company’s deferred compensation obligation is directly related to the fair value of assets held in the rabbi trust.
The Company’s valuation techniques used to calculate the fair value of cash equivalents, marketable securities, assets held in the rabbi trust and the deferred compensation obligation represent a market approach in active markets for identical assets that qualify as Level 1 in the fair value hierarchy.
The Company’s valuation techniques used to calculate the fair value of derivative instruments represent a market approach with observable inputs that qualify as Level 2 in the fair value hierarchy. The Company uses valuations from the issuing financial institutions for the fair value measurement of interest rate swaps. The floating-to-fixed interest rate swaps are based on the Secured Overnight Financing Rate ("SOFR"), which is observable at commonly quoted intervals. The fair values are included in other current and non-current assets in the Condensed Consolidated Balance Sheets. See "Note H. Derivatives” for more information regarding the Company's interest rate swaps.
12
The following table summarizes the fair value of the Company’s financial assets and (liabilities) as of September 30, 2024 and December 31, 2023 (dollars in millions):
|
|
Fair Value Measurements Using |
|
|||||||||||||||||||||
|
|
Quoted Prices in Active |
|
|
Significant Other |
|
|
TOTAL |
|
|||||||||||||||
|
|
September 30, |
|
|
December 31, |
|
|
September 30, |
|
|
December 31, |
|
|
September 30, |
|
|
December 31, |
|
||||||
Cash equivalents |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Marketable securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Rabbi trust assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Deferred compensation obligation |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
The Company holds equity securities in unconsolidated entities without a readily determinable fair value. Each of these investments represents a less than 20% ownership interest in the respective privately-held entity, and the Company does not maintain significant influence over or control of any of the entities. The Company has elected the measurement alternative and measures the investments at cost, less any impairment, plus or minus adjustments related to observable price changes in orderly transactions for identical or similar investments of the same issuer. These equity investments are recorded in Other non-current assets in the Condensed Consolidated Balance Sheets, with changes in the value recorded in Other income (expense), net in the Consolidated Statements of Comprehensive Income. During the three and nine months ended September 30, 2024,
NOTE G. DEBT
Long-term debt and maturities are as follows (dollars in millions):
|
|
September 30, |
|
|
December 31, |
|
||
Long-term debt: |
|
|
|
|
|
|
||
Senior Secured Credit Facility Term Loan, variable, due |
|
$ |
|
|
$ |
|
||
Senior Notes, fixed |
|
|
|
|
|
|
||
Senior Notes, fixed |
|
|
|
|
|
|
||
Senior Notes, fixed |
|
|
|
|
|
|
||
Senior Secured Credit Facility Term Loan, variable, due |
|
|
|
|
|
|
||
Total long-term debt |
|
$ |
|
|
$ |
|
||
Less: current maturities of long-term debt |
|
|
|
|
|
|
||
deferred financing costs, net |
|
|
|
|
|
|
||
Total long-term debt, net |
|
$ |
|
|
$ |
|
||
As of September 30, 2024, the Company had $
13
The fair value of the Company’s long-term debt obligations as of September 30, 2024 was $
Senior Secured Credit Facility
In March 2024, the Company and ATI entered into Amendment No. 4 ("Amendment") to the Credit Agreement, after giving effect to a $
The borrowings under the Senior Secured Credit Facility are collateralized by a lien on substantially all assets of the Company, ATI and certain existing and future U.S. subsidiary guarantors, as provided in the Credit Agreement. Interest on the Term Loan, as of September 30, 2024, is either (a)
The Senior Secured Credit Facility also provides a Revolving Credit Facility, net of an allowance for up to $
14
The Senior Secured Credit Facility requires the Company to maintain a specified maximum first lien net leverage ratio of
In addition, the Credit Agreement, among other things, includes customary restrictions (subject to certain exceptions) on the Company’s ability to incur certain indebtedness, grant certain liens, make certain investments, engage in acquisitions, consolidations and mergers, declare or pay certain dividends or repurchase shares of the Company’s common stock. As of September 30, 2024, the Company was in compliance with all covenants under the Credit Agreement.
Senior Notes
Each series of the Senior Notes is unsecured and is guaranteed by each of ATI’s domestic subsidiaries that is a borrower under or guarantees the Senior Secured Credit Facility and is unconditionally guaranteed, jointly and severally, by any of ATI’s future domestic subsidiaries that are borrowers under or guarantee the Senior Secured Credit Facility. None of ATI’s domestic subsidiaries currently guarantee its obligations under the Senior Secured Credit Facility, and therefore none of ATI’s domestic subsidiaries currently guarantee any series of the Senior Notes. The indentures governing the Senior Notes contain negative covenants restricting or limiting the Company’s ability to, among other things: incur or guarantee additional indebtedness, incur liens, pay dividends on, redeem or repurchase the Company’s capital stock, make certain investments, permit payment or dividend restrictions on certain of the Company’s subsidiaries, sell assets, engage in certain transactions with affiliates, and consolidate or merge or sell all or substantially all of the Company’s assets. As of September 30, 2024, the Company was in compliance with all covenants under the indentures governing the Senior Notes.
ATI may from time to time seek to retire its Senior Notes through cash purchases, exchanges for equity securities, open market purchases, privately negotiated transactions, contractual redemptions or otherwise. Such repurchases or exchanges, if any, will depend on prevailing market conditions, liquidity requirements, contractual restrictions and other factors and will be in accordance with the respective indenture governing such notes. The amounts involved may be material. Some or all of the
15
NOTE H. DERIVATIVES
As of September 30, 2024, the Company held interest rate swap contracts that, in the aggregate, effectively hedge $
The following tabular disclosures further describe the Company’s interest rate derivatives qualifying and designated for hedge accounting and their impact on the financial condition of the Company (dollars in millions):
|
|
|
|
Fair Value |
|
|||||
|
|
Balance Sheet Location |
|
September 30, |
|
|
December 31, |
|
||
Derivative Assets: |
|
|
|
|
|
|
|
|
||
Interest rate swaps |
|
Other current assets |
|
$ |
|
|
$ |
|
||
|
|
Other non-current assets |
|
|
|
|
|
|
||
|
|
|
$ |
|
|
$ |
|
|||
The balance of net derivative gains recorded in AOCL as of September 30, 2024 and December 31, 2023 was $
16
NOTE I. PRODUCT WARRANTY LIABILITIES
As of September 30, 2024, current and non-current product warranty liabilities were $
Product warranty liability activities consisted of the following (dollars in millions):
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
Beginning balance |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Payments |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Increase in liability (warranty issued during period) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net adjustments to liability |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Ending balance |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
NOTE J. DEFERRED REVENUE
As of September 30, 2024, current and non-current deferred revenue were $
Deferred revenue activity consisted of the following (dollars in millions):
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
Beginning balance |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Increases |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Revenue earned |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Ending balance |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Deferred revenue recorded in current and non-current liabilities related to ETC as of September 30, 2024 was $
17
NOTE K. LEASES
Contracts are assessed by the Company to determine if the contract conveys the right to control an identified asset in exchange for consideration during a period of time. The Company classifies all identified leases as either operating or finance leases. As of both September 30, 2024 and December 31, 2023, the Company was not a party to any finance leases. Contracts that contain leases are assessed to determine if the consideration in the contract is related to a lease component, non-lease component or other components not related to the lease. Lease components are recorded as right-of-use (“ROU”) assets and lease liabilities while any non-lease component is expensed as incurred. The consideration in the contract related to other components not related to the lease is allocated among the lease component and the non-lease component, as applicable, based on the stand-alone selling price of the lease and non-lease components.
Certain lease contracts may contain an option to extend or terminate the lease. The Company considers the economic impact of extension and termination options by contract. If the Company concludes it is reasonably certain an option will be exercised, that option is included in the lease term and impacts the amount recorded as an ROU asset and lease liability at inception of the contract.
As of September 30, 2024, the Company recorded and operating lease liabilities of $
|
|
September 30, |
|
|
For the remainder of 2024 |
|
$ |
|
|
2025 |
|
|
|
|
2026 |
|
|
|
|
2027 |
|
|
|
|
2028 |
|
|
|
|
Thereafter |
|
|
|
|
Total lease payments |
|
$ |
|
|
Less: Interest |
|
|
|
|
|
$ |
|
||
ROU assets are calculated as the related lease liability adjusted for lease incentives, prepayments and the effect of escalating lease payments on period expense.
|
|
September 30, |
|
|
December 31, |
|
||
Buildings |
|
$ |
|
|
$ |
|
||
Equipment |
|
|
|
|
|
|
||
Land |
|
|
|
|
|
|
||
Vehicles |
|
|
|
|
|
|
||
|
$ |
|
|
$ |
|
|||
18
The weighted average remaining lease term as of September 30, 2024 and September 30, 2023 was
Operating lease expense was $
During the nine months ended September 30, 2024 and 2023, the Company recorded $
NOTE L. OTHER CURRENT LIABILITIES
Other current liabilities consisted of the following (dollars in millions):
|
|
September 30, |
|
|
December 31, |
|
||
Payroll and related costs |
|
$ |
|
|
$ |
|
||
Sales incentives |
|
|
|
|
|
|
||
Accrued interest payable |
|
|
|
|
|
|
||
Vendor buyback obligation |
|
|
|
|
|
|
||
Taxes payable |
|
|
|
|
|
|
||
OPEB liability |
|
|
|
|
|
|
||
Lease liability |
|
|
|
|
|
|
||
Other accruals |
|
|
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
||
NOTE M. EMPLOYEE BENEFIT PLANS
Components of net periodic benefit cost (credit) consisted of the following (dollars in millions):
|
|
Pension Plans |
|
|
Post-retirement Benefits |
|
||||||||||
|
|
Three Months Ended |
|
|
Three Months Ended |
|
||||||||||
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
Net periodic benefit cost (credit): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Service cost |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Interest cost |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Expected return on assets |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
||
Prior service credit |
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
||
Recognized actuarial gain |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Net periodic benefit cost (credit) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
||
19
|
|
Pension Plans |
|
|
Post-retirement Benefits |
|
||||||||||
|
|
Nine Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
Net periodic benefit cost (credit): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Service cost |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Interest cost |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Expected return on assets |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
||
Settlement loss |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Prior service credit |
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
||
Recognized actuarial gain |
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
||
Net periodic benefit cost (credit) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
||
The components of net periodic benefit cost (credit) other than the service cost component are included in Other income (expense), net in the Condensed Consolidated Statements of Comprehensive Income.
In June 2024, the Company completed a pension risk transfer to a third-party insurance company of a portion of its salaried defined benefit pension plan's obligations for certain participants and their beneficiaries. The Company agreed to an annuity contract that was purchased using pension plan assets, resulting in the transfer of $
NOTE N. INCOME TAXES
For the three and nine months ended September 30, 2024, the Company recorded total income tax expense of $
The Company continues to provide for a valuation allowance on certain of its foreign deferred tax assets. The Company has determined, based on the evaluation of both objective and subjective evidence available, that this valuation allowance is necessary and that it is more likely than not that the deferred tax assets are not fully realizable.
20
NOTE O. ACCUMULATED OTHER COMPREHENSIVE LOSS
The following tables reconcile changes in AOCL by component (net of tax, dollars in millions):
|
|
Three months ended |
|
|||||||||||||
|
|
Pension |
|
|
Interest |
|
|
Foreign |
|
|
Total |
|
||||
AOCL as of June 30, 2023 |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
||
Other comprehensive income (loss) before reclassifications |
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
||
Amounts reclassified from AOCL |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Income tax benefit (expense) |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|||
Net current period other comprehensive loss |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
AOCL as of September 30, 2023 |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
AOCL as of June 30, 2024 |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
Other comprehensive (loss) income before reclassifications |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|||
Amounts reclassified from AOCL |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Income tax benefit |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net current period other comprehensive (loss) income |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
AOCL as of September 30, 2024 |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
|
|
Nine months ended |
|
|||||||||||||
|
|
Pension |
|
|
Interest |
|
|
Foreign |
|
|
Total |
|
||||
AOCL as of December 31, 2022 |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
||
Other comprehensive income (loss) before reclassifications |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Amounts reclassified from AOCL |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Income tax benefit (expense) |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|||
Net current period other comprehensive (loss) income |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
AOCL as of September 30, 2023 |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
AOCL as of December 31, 2023 |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
Other comprehensive income before reclassifications |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Amounts reclassified from AOCL |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Income tax benefit |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net current period other comprehensive (loss) income |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
AOCL as of September 30, 2024 |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
|
|
Amounts reclassified from AOCL |
|
|
|
|||||
AOCL Components |
|
Three months ended |
|
|
Three months ended |
|
|
Affected line item in the Condensed |
||
Interest rate swaps |
|
$ |
|
|
$ |
|
|
Interest expense, net |
||
Prior service credit |
|
|
|
|
|
|
|
Other income (expense), net |
||
Recognized actuarial gain |
|
|
|
|
|
|
|
Other income (expense), net |
||
Total reclassifications, before tax |
|
$ |
|
|
$ |
|
|
Income before income taxes |
||
Income tax expense |
|
|
( |
) |
|
|
( |
) |
|
Income tax expense |
Total reclassifications, net of tax |
|
$ |
|
|
$ |
|
|
|
||
21
|
|
Amounts reclassified from AOCL |
|
|
|
|||||
AOCL Components |
|
Nine months ended |
|
|
Nine months ended |
|
|
Affected line item in the Condensed |
||
Interest rate swaps |
|
$ |
|
|
$ |
|
|
Interest expense, net |
||
Prior service credit |
|
|
|
|
|
|
|
Other income (expense), net |
||
Pension plan settlement loss |
|
|
( |
) |
|
|
|
|
Other income (expense), net |
|
Recognized actuarial gain |
|
|
|
|
|
|
|
Other income (expense), net |
||
Total reclassifications, before tax |
|
$ |
|
|
$ |
|
|
Income before income taxes |
||
Income tax expense |
|
|
( |
) |
|
|
( |
) |
|
Income tax expense |
Total reclassifications, net of tax |
|
$ |
|
|
$ |
|
|
|
||
Prior service credits, actuarial gains and pension settlement losses are included in the computation of the Company’s net periodic benefit cost (credit). See "Note M. Employee Benefit Plans” for additional details.
NOTE P. COMMITMENTS AND CONTINGENCIES
The Company is party to various legal actions and administrative proceedings and subject to various claims arising in the ordinary course of business. These proceedings primarily involve commercial claims, product liability claims, personal injury claims and workers’ compensation claims. The Company believes that the ultimate liability, if any, in excess of amounts already provided for in the condensed consolidated financial statements or covered by insurance on the disposition of these matters will not have a material adverse effect on the financial position, results of operations or cash flows of the Company.
NOTE Q. EARNINGS PER SHARE
The following table reconciles the numerators and denominators used to calculate basic EPS and diluted EPS (in millions, except per share data):
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
Net income |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Weighted average shares of common stock outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Dilutive effect of stock-based awards |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Diluted weighted average shares of common stock outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic earnings per share attributable to common stockholders |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Diluted earnings per share attributable to common stockholders |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
The dilutive impact of stock-based compensation is calculated using the treasury stock method. The treasury stock method assumes that the Company uses the proceeds from the exercise of awards to repurchase common stock at the average market price during the period. For each of the three and nine months ended September 30, 2024 and 2023, there were
NOTE R. COMMON STOCK
The Company's Board of Directors has authorized the Company to repurchase up to $
22
months ended September 30, 2024, the Company repurchased $
23
ITEM 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
The following discussion and analysis is intended to help the reader understand our business, financial condition, results of operations, liquidity and capital resources. You should read this discussion in conjunction with our condensed consolidated interim financial statements and the related notes contained elsewhere in this Quarterly Report on Form 10-Q.
The statements in this discussion regarding industry trends, our expectations regarding our future performance, liquidity and capital resources and other non-historical statements are forward-looking statements. These forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to, the risks and uncertainties described in “Cautionary Note Regarding Forward-Looking Statements” and Part II, Item 1A “Risk Factors” below, and in Part I, Item 1A "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2023 as filed with the Securities and Exchange Commission on February 14, 2024. Our actual results may differ materially from those contained in or implied by any forward-looking statements.
Overview
Allison Transmission Holdings, Inc. and its subsidiaries (“Allison,” the “Company,” “we,” “us” or “our”) design and manufacture vehicle propulsion solutions, including commercial-duty on-highway, off-highway and defense fully automatic transmissions and electric hybrid and fully electric systems. The business was founded in 1915 and has been headquartered in Indianapolis, Indiana since inception. Allison is traded on the New York Stock Exchange under the symbol “ALSN”.
We have a global presence by serving customers in North America, Asia, Europe, South America, and Africa, with approximately 75% of our revenues being generated in North America in 2023. We serve customers through an independent network of approximately 1,600 independent distributor and dealer locations worldwide.
Trends Impacting Our Business
In January 2024, the International Union, United Automobile, Aerospace and Agricultural Implement Workers of America ("UAW") Local 933 ratified a new four-year collective bargaining agreement with us that expires in November 2027. We have experienced and expect to continue to experience a significant increase in labor costs under the terms of this new agreement.
In 2024, we expect higher net sales driven by price increases on certain products, increased North America On-Highway and Defense end market demand and the continued execution of growth initiatives.
24
Third Quarter Net Sales by End Market (dollars in millions)
|
|
For the Three Months Ended September 30, |
|
|
|
|
||||||
End Market |
|
2024 |
|
|
2023 |
|
|
% Variance |
|
|||
North America On-Highway |
|
$ |
457 |
|
|
$ |
376 |
|
|
|
22 |
% |
North America Off-Highway |
|
|
1 |
|
|
|
9 |
|
|
|
(89 |
)% |
Defense |
|
|
53 |
|
|
|
43 |
|
|
|
23 |
% |
Outside North America On-Highway |
|
|
126 |
|
|
|
118 |
|
|
|
7 |
% |
Outside North America Off-Highway |
|
|
19 |
|
|
|
19 |
|
|
|
0 |
% |
Service Parts, Support Equipment and Other |
|
|
168 |
|
|
|
171 |
|
|
|
(2 |
)% |
Total Net Sales |
|
$ |
824 |
|
|
$ |
736 |
|
|
|
12 |
% |
North America On-Highway end market net sales were up 22% for the third quarter 2024 compared to the third quarter 2023, principally driven by strength in demand for Class 8 vocational vehicles and medium-duty trucks and price increases on certain products.
Global Off-Highway net sales were down 29% for the third quarter 2024 compared to the third quarter 2023, principally driven by lower demand from the energy sector in North America and the mining and construction sectors outside of North America, partially offset by strength in demand from the energy sector outside of North America.
Defense end market net sales were up 23% for the third quarter 2024 compared to the third quarter 2023, principally driven by increased demand for Tracked vehicle applications.
Outside North America On-Highway end market net sales were up 7% for the third quarter 2024 compared to the third quarter 2023, principally driven by higher demand in Asia and price increases on certain products, partially offset by lower demand in Europe.
Service Parts, Support Equipment and Other end market net sales were down 2% for the third quarter 2024 compared to the third quarter 2023, principally driven by lower demand for global service parts, partially offset by price increases on certain products.
25
Key Components of our Results of Operations
Net sales
We generate our net sales primarily from the sale of vehicle propulsion solutions, service and component parts, support equipment, defense kits, engineering services, royalties and extended transmission coverage to a wide array of original equipment manufacturers, distributors and the U.S. government. Sales are recorded in accordance with the terms of the contract, net of provisions for customer incentives and other rebates. Engineering services are recorded as net sales in accordance with the terms of the contract. The associated costs are recorded in cost of sales. We also have royalty agreements with third parties that provide net sales as a result of joint efforts in developing marketable products.
Cost of sales
Our primary components of cost of sales are purchased parts, the overhead expense related to our manufacturing operations and direct labor associated with the manufacture and assembly of vehicle propulsion solutions and parts. For the nine months ended September 30, 2024, direct material costs were approximately 65%, overhead costs were approximately 27%, and direct labor costs were approximately 8% of cost of sales. We are subject to changes in our cost of sales caused by movements in underlying commodity prices. We seek to hedge against this risk by using long-term agreements (“LTAs”), as appropriate. See Part I, Item 3, “Quantitative and Qualitative Disclosures about Market Risk—Commodity Price Risk” included below.
Selling, general and administrative
The principal components of our selling, general and administrative expenses are salaries and benefits for our office personnel, advertising and promotional expenses, product warranty expense, expenses relating to certain information technology systems and amortization of our intangible assets.
Engineering — research and development
We incur costs in connection with research and development programs that are expected to contribute to future earnings. Such costs are expensed as incurred.
26
Non-GAAP Financial Measures
We use Adjusted Earnings before Interest, Taxes, Depreciation, and Amortization (“EBITDA”) and Adjusted EBITDA as a percent of net sales to measure our operating profitability. We believe that Adjusted EBITDA and Adjusted EBITDA as a percent of net sales provide management, investors and creditors with useful measures of the operational results of our business and increase the period-to-period comparability of our operating profitability and comparability with other companies. Adjusted EBITDA as a percent of net sales is also used in the calculation of management’s incentive compensation program. The most directly comparable U.S. generally accepted accounting principles (“GAAP”) measure to Adjusted EBITDA and Adjusted EBITDA as a percent of net sales is Net income and Net income as a percent of net sales, respectively. Adjusted EBITDA is calculated as earnings before interest expense, net, income tax expense, amortization of intangible assets, depreciation of property, plant and equipment and other adjustments as defined by the Second Amended and Restated Credit Agreement dated as of March 29, 2019, as amended (the “Credit Agreement”), governing Allison Transmission, Inc.’s (“ATI”), our wholly-owned subsidiary, term loan facility in the amount of $515 million due March 2031 (“Term Loan”) and ATI’s revolving credit facility with commitments in the amount of $750 million due March 2029 ("Revolving Credit Facility" and, together with the Term Loan, the "Senior Secured Credit Facility"). Adjusted EBITDA as a percent of net sales is calculated as Adjusted EBITDA divided by net sales.
We use Adjusted free cash flow to evaluate the amount of cash generated by our business that, after the capital investment needed to maintain and grow our business and certain mandatory debt service requirements, can be used for repayment of debt, stockholder distributions and strategic opportunities, including investing in our business. We believe that Adjusted free cash flow enhances the understanding of the cash flows of our business for management, investors and creditors. Adjusted free cash flow is also used in the calculation of management’s incentive compensation program. The most directly comparable GAAP measure to Adjusted free cash flow is Net cash provided by operating activities. Adjusted free cash flow is calculated as Net cash provided by operating activities after additions of long-lived assets.
27
The following is a reconciliation of Net income and Net income as a percent of net sales to Adjusted EBITDA and Adjusted EBITDA as a percent of net sales and a reconciliation of Net cash provided by operating activities to Adjusted free cash flow:
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
(unaudited, dollars in millions) |
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
Net income (GAAP) |
|
$ |
200 |
|
|
$ |
158 |
|
|
$ |
556 |
|
|
$ |
503 |
|
plus: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income tax expense |
|
|
49 |
|
|
|
35 |
|
|
|
131 |
|
|
|
118 |
|
Depreciation of property, plant and equipment |
|
|
28 |
|
|
|
28 |
|
|
|
82 |
|
|
|
81 |
|
Interest expense, net |
|
|
21 |
|
|
|
27 |
|
|
|
68 |
|
|
|
83 |
|
Amortization of intangible assets |
|
|
1 |
|
|
|
11 |
|
|
|
8 |
|
|
|
33 |
|
Stock-based compensation expense (a) |
|
|
6 |
|
|
|
6 |
|
|
|
20 |
|
|
|
17 |
|
UAW Local 933 contract signing incentives (b) |
|
|
— |
|
|
|
— |
|
|
|
14 |
|
|
|
— |
|
Unrealized (gain) loss on marketable securities (c) |
|
|
(2 |
) |
|
|
2 |
|
|
|
8 |
|
|
|
(1 |
) |
Pension plan settlement loss (d) |
|
|
— |
|
|
|
— |
|
|
|
4 |
|
|
|
— |
|
Unrealized loss on foreign exchange (e) |
|
|
1 |
|
|
|
— |
|
|
|
1 |
|
|
|
— |
|
Equity earnings in equity method investments (f) |
|
|
1 |
|
|
|
— |
|
|
|
1 |
|
|
|
— |
|
Technology-related investments loss (gain) (g) |
|
|
— |
|
|
|
— |
|
|
|
1 |
|
|
|
(3 |
) |
Loss associated with impairment of long-lived assets |
|
|
— |
|
|
|
— |
|
|
|
1 |
|
|
|
— |
|
Adjusted EBITDA (Non-GAAP) |
|
$ |
305 |
|
|
$ |
267 |
|
|
$ |
895 |
|
|
$ |
831 |
|
Net sales (GAAP) |
|
$ |
824 |
|
|
$ |
736 |
|
|
$ |
2,429 |
|
|
$ |
2,260 |
|
Net income as a percent of net sales (GAAP) |
|
|
24.3 |
% |
|
|
21.5 |
% |
|
|
22.9 |
% |
|
|
22.3 |
% |
Adjusted EBITDA as a percent of net sales (Non-GAAP) |
|
|
37.0 |
% |
|
|
36.3 |
% |
|
|
36.8 |
% |
|
|
36.8 |
% |
Net cash provided by operating activities (GAAP) |
|
$ |
246 |
|
|
$ |
212 |
|
|
$ |
590 |
|
|
$ |
546 |
|
Deductions to reconcile to Adjusted free cash flow: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Additions of long-lived assets |
|
|
(36 |
) |
|
|
(30 |
) |
|
|
(68 |
) |
|
|
(73 |
) |
Adjusted free cash flow (Non-GAAP) |
|
$ |
210 |
|
|
$ |
182 |
|
|
$ |
522 |
|
|
$ |
473 |
|
28
Results of Operations
Comparison of three months ended September 30, 2024 and 2023
The following table sets forth certain financial information for the three months ended September 30, 2024 and 2023. The following table and discussion should be read in conjunction with the information contained in our condensed consolidated financial statements and the notes thereto included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
|
|
Three Months Ended September 30, |
|
|||||||||||||
(unaudited, dollars in millions) |
|
2024 |
|
|
% |
|
|
2023 |
|
|
% |
|
||||
Net sales |
|
$ |
824 |
|
|
|
100 |
% |
|
$ |
736 |
|
|
|
100 |
% |
Cost of sales |
|
|
428 |
|
|
|
52 |
|
|
|
379 |
|
|
|
51 |
|
Gross profit |
|
|
396 |
|
|
|
48 |
|
|
|
357 |
|
|
|
49 |
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Selling, general and administrative |
|
|
85 |
|
|
|
11 |
|
|
|
86 |
|
|
|
12 |
|
Engineering — research and development |
|
|
51 |
|
|
|
6 |
|
|
|
49 |
|
|
|
7 |
|
Total operating expenses |
|
|
136 |
|
|
|
17 |
|
|
|
135 |
|
|
|
19 |
|
Operating income |
|
|
260 |
|
|
|
31 |
|
|
|
222 |
|
|
|
30 |
|
Interest expense, net |
|
|
(21 |
) |
|
|
(2 |
) |
|
|
(27 |
) |
|
|
(4 |
) |
Other income (expense), net |
|
|
10 |
|
|
|
1 |
|
|
|
(2 |
) |
|
|
— |
|
Income before income taxes |
|
|
249 |
|
|
|
30 |
|
|
|
193 |
|
|
|
26 |
|
Income tax expense |
|
|
(49 |
) |
|
|
(6 |
) |
|
|
(35 |
) |
|
|
(5 |
) |
Net income |
|
$ |
200 |
|
|
|
24 |
% |
|
$ |
158 |
|
|
|
21 |
% |
Net sales
Net sales for the quarter ended September 30, 2024 were $824 million compared to $736 million for the quarter ended September 30, 2023, an increase of 12%. The increase was principally driven by an $81 million, or 22%, increase in net sales in the North America On-Highway end market principally driven by strength in demand for Class 8 vocational vehicles and medium-duty trucks and price increases on certain products, a $10 million, or 23%, increase in net sales in the Defense end market principally driven by increased demand for Tracked vehicle applications and an $8 million, or 7%, increase in net sales in the Outside North America On-Highway end market principally driven by higher demand in Asia and price increases on certain products, partially offset by lower demand in Europe, partially offset by an $8 million, or 29%, decrease in Global Off-Highway net sales principally driven by lower demand from the energy sector in North America and the mining and construction sectors outside of North America, partially offset by strength in demand from the energy sector outside of North America, and a $3 million, or 2%, decrease in net sales in the Service Parts, Support Equipment and Other end market principally driven by lower demand for global service parts, partially offset by price increases on certain products.
Cost of sales
Cost of sales for the quarter ended September 30, 2024 was $428 million compared to $379 million for the quarter ended September 30, 2023, an increase of 13%. The increase was principally driven by higher direct material and manufacturing expense commensurate with increased net sales and higher manufacturing expense.
Gross profit
Gross profit for the quarter ended September 30, 2024 was $396 million compared to $357 million for the quarter ended September 30, 2023, an increase of 11%. The increase was principally driven by $40 million of increased net sales and $24 million of price increases on certain products, partially offset by $23 million of higher manufacturing expense. Gross profit as a percent of net sales for the three months ended September 30, 2024 decreased 40 basis points compared to the same period in 2023 principally driven by increased cost of sales, partially offset by increased net sales and price increases on certain products.
29
Selling, general and administrative
Selling, general and administrative expenses for the quarter ended September 30, 2024 were $85 million compared to $86 million for the quarter ended September 30, 2023, a decrease of 1%. The decrease was principally driven by lower intangible amortization expense, partially offset by increased commercial activities spending and higher incentive compensation expense.
Engineering — research and development
Engineering expenses for the quarter ended September 30, 2024 were $51 million compared to $49 million for the quarter ended September 30, 2023, an increase of 4%.
Interest expense, net
Interest expense, net for the quarter ended September 30, 2024 was $21 million compared to $27 million for the quarter ended September 30, 2023, a decrease of 22%. The decrease was principally driven by higher interest income on cash and cash equivalents and lower interest expense on ATI's Term Loan due primarily to the repayment of $101 million of principal in the first quarter of 2024.
Other income (expense), net
Other income (expense), net for the quarter ended September 30, 2024 was $10 million compared to ($2) million for the quarter ended September 30, 2023. The change was principally driven by $7 million of favorable foreign exchange and a $4 million change in unrealized mark-to-market adjustments for marketable securities.
Income tax expense
Income tax expense for the three months ended September 30, 2024 was $49 million, resulting in an effective tax rate of 20%, compared to $35 million of income tax expense and an effective tax rate of 18% for the three months ended September 30, 2023. The increases in income tax expense and the effective tax rate were principally driven by higher taxable income.
30
Comparison of nine months ended September 30, 2024 and 2023
The following table sets forth certain financial information for the nine months ended September 30, 2024 and 2023. The following table and discussion should be read in conjunction with the information contained in our condensed consolidated financial statements and the notes thereto included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
|
|
Nine Months Ended September 30, |
|
|||||||||||||
(unaudited, dollars in millions) |
|
2024 |
|
|
% |
|
|
2023 |
|
|
% |
|
||||
Net sales |
|
$ |
2,429 |
|
|
|
100 |
% |
|
$ |
2,260 |
|
|
|
100 |
% |
Cost of sales |
|
|
1,273 |
|
|
|
52 |
|
|
|
1,161 |
|
|
|
51 |
|
Gross profit |
|
|
1,156 |
|
|
|
48 |
|
|
|
1,099 |
|
|
|
49 |
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Selling, general and administrative |
|
|
253 |
|
|
|
11 |
|
|
|
265 |
|
|
|
12 |
|
Engineering — research and development |
|
|
146 |
|
|
|
6 |
|
|
|
140 |
|
|
|
6 |
|
Total operating expenses |
|
|
399 |
|
|
|
17 |
|
|
|
405 |
|
|
|
18 |
|
Operating income |
|
|
757 |
|
|
|
31 |
|
|
|
694 |
|
|
|
31 |
|
Interest expense, net |
|
|
(68 |
) |
|
|
(3 |
) |
|
|
(83 |
) |
|
|
(4 |
) |
Other (expense) income, net |
|
|
(2 |
) |
|
|
— |
|
|
|
10 |
|
|
|
— |
|
Income before income taxes |
|
|
687 |
|
|
|
28 |
|
|
|
621 |
|
|
|
27 |
|
Income tax expense |
|
|
(131 |
) |
|
|
(5 |
) |
|
|
(118 |
) |
|
|
(5 |
) |
Net income |
|
$ |
556 |
|
|
|
23 |
% |
|
$ |
503 |
|
|
|
22 |
% |
Net sales
Net sales for the nine months ended September 30, 2024 were $2,429 million compared to $2,260 million for the nine months ended September 30, 2023, an increase of 7%. The increase was principally driven by a $184 million, or 16%, increase in net sales in the North America On-Highway end market principally driven by strength in demand for Class 8 vocational and medium-duty trucks and price increases on certain products, a $41 million, or 40%, increase in net sales in the Defense end market principally driven by increased demand for Tracked vehicle applications and a $20 million, or 6%, increase in net sales in the Outside North America On-Highway end market principally driven by higher demand in Asia and price increases on certain products, partially offset by lower demand in Europe, partially offset by a $41 million, or 8%, decrease in net sales in the Service Parts, Support Equipment and Other end market principally driven by lower demand for North America service parts and aluminum die cast components, partially offset by price increases on certain products and a $35 million, or 28%, decrease in Global Off-Highway net sales principally driven by lower demand from the energy sector in North America and the mining and construction sectors outside of North America, partially offset by strength in demand from the energy sector outside of North America.
Cost of sales
Cost of sales for the nine months ended September 30, 2024 was $1,273 million compared to $1,161 million for the nine months ended September 30, 2023, an increase of 10%. The increase was principally driven by higher direct material and manufacturing expense commensurate with increased net sales and higher manufacturing expense, including $13 million of non-recurring UAW contract signing incentives.
Gross profit
Gross profit for the nine months ended September 30, 2024 was $1,156 million compared to $1,099 million for the nine months ended September 30, 2023, an increase of 5%. The increase was principally driven by $64 million related to increased net sales and $59 million of price increases on certain products, partially offset by $60 million of higher manufacturing expense, including $13 million of non-recurring UAW contract signing incentives, and $6 million of higher direct material costs. Gross profit as a percent of net sales for the nine months ended
31
September 30, 2024 decreased 100 basis points compared to the same period in 2023 principally driven by increased cost of sales, including $13 million of non-recurring UAW contract signing incentives, partially offset by increased net sales and price increases on certain products.
Selling, general and administrative
Selling, general and administrative expenses for the nine months ended September 30, 2024 were $253 million compared to $265 million for the nine months ended September 30, 2023, a decrease of 5%. The decrease was principally driven by lower intangible amortization expense, partially offset by increased commercial activities spending.
Engineering — research and development
Engineering expenses for the nine months ended September 30, 2024 were $146 million compared to $140 million for the nine months ended September 30, 2023, an increase of 4%. The increase was principally driven by increased product initiatives spending.
Interest expense, net
Interest expense, net for the nine months ended September 30, 2024 was $68 million compared to $83 million for the nine months ended September 30, 2023, a decrease of 18%. The decrease was principally driven by higher interest income on cash and cash equivalents and lower interest expense on ATI's Term Loan due primarily to the repayment of $101 million of principal in the first quarter of 2024.
Other (expense) income, net
Other (expense) income, net for the nine months ended September 30, 2024 was ($2) million compared to $10 million for the nine months ended September 30, 2023. The change was principally driven by a $9 million change in unrealized mark-to-market adjustments for marketable securities, a $4 million change in technology-related investments gains and losses and a $4 million non-cash defined benefit pension plan settlement charge, partially offset by $5 million of favorable foreign exchange.
Income tax expense
Income tax expense for the nine months ended September 30, 2024 was $131 million, resulting in an effective tax rate of 19%, compared to $118 million of income tax expense and an effective tax rate of 19% for the nine months ended September 30, 2023. The increase in income tax expense was principally driven by higher taxable income.
32
Liquidity and Capital Resources
We generate cash primarily from our operations to fund our operating, investing and financing activities. Our principal uses of cash are operating expenses, capital expenditures, working capital needs, debt service, dividends on common stock, stock repurchases and strategic growth initiatives, including investments, acquisitions and collaborations. Our ability to generate cash in the future and our future uses of cash are subject to general economic, financial, competitive, legislative, regulatory and other factors that may be beyond our control. We had total available cash and cash equivalents of $788 million and $555 million as of September 30, 2024 and December 31, 2023, respectively. Of the available cash and cash equivalents, $200 million was deposited in operating accounts and $588 million was invested in U.S. government backed securities and time deposits as of September 30, 2024, compared to $134 million deposited in operating accounts and $421 million invested in U.S. government backed securities as of December 31, 2023.
As of September 30, 2024, the total of cash held by foreign subsidiaries was $70 million, the majority of which was at our subsidiaries located in China, Japan, India, Hungary and the Netherlands. We manage our worldwide cash requirements considering available funds among the subsidiaries through which we conduct our business and the cost effectiveness with which those funds can be accessed. As a result, we do not currently anticipate that local liquidity restrictions will preclude us from funding our targeted initiatives or operating needs with local resources.
We have not recognized any deferred tax liabilities associated with earnings in foreign subsidiaries, except for our subsidiary located in China, as they are intended to be permanently reinvested and used to support foreign operations or have no associated tax requirements. We have recorded a deferred tax liability of $3 million for the tax liability associated with the remittance of previously taxed income and unremitted earnings for our subsidiary located in China. The remaining deferred tax liabilities, if recorded, related to unremitted earnings that are indefinitely reinvested are not material.
Our liquidity requirements are significant, primarily due to our debt service requirements. As of September 30, 2024, we had $515 million of indebtedness associated with ATI’s Term Loan, $400 million of indebtedness associated with ATI’s 4.75% Senior Notes due October 2027 (“4.75% Senior Notes”), $500 million of indebtedness associated with ATI’s 5.875% Senior Notes due June 2029 (“5.875% Senior Notes”) and $1,000 million of indebtedness associated with ATI’s 3.75% Senior Notes due January 2031 (“3.75% Senior Notes” and, together with the 4.75% Senior Notes and 5.875% Senior Notes, the “Senior Notes”). Short-term and long-term debt service liquidity requirements consist of $1 million of minimum required quarterly principal payments on ATI’s Term Loan through its maturity date of March 2031 and periodic interest payments on ATI’s Term Loan and the Senior Notes. There are no required quarterly principal payments on the Senior Notes. Long-term debt service liquidity requirements also consist of the payment in full of any remaining principal balance of ATI’s Term Loan and the Senior Notes upon their respective maturity dates.
We made $103 million and $5 million of principal payments on the Term Loan during the nine months ended September 30, 2024 and 2023, respectively. Our ability to make payments on and refinance our indebtedness and to fund planned capital expenditures and growth initiatives will depend on our ability to generate cash in the future.
33
The Senior Secured Credit Facility provides for a $750 million Revolving Credit Facility, net of an allowance for up to $75 million in outstanding letter of credit commitments. As of September 30, 2024, we had $745 million available under the Revolving Credit Facility, net of $5 million in letters of credit. As of September 30, 2024, we had no amounts outstanding under the Revolving Credit Facility. If we have commitments outstanding on the Revolving Credit Facility at the end of a fiscal quarter, the Senior Secured Credit Facility requires us to maintain a specified maximum first lien net leverage ratio of 5.50x. Additionally, within the terms of the Senior Secured Credit Facility, a first lien net leverage ratio at or below 4.00x results in the elimination of excess cash flow payments on the Senior Secured Credit Facility for the applicable year. As of September 30, 2024, our first lien net leverage ratio was (0.23x). The Senior Secured Credit Facility also provides certain financial incentives based on our first lien net leverage ratio. A first lien net leverage ratio at or below 4.00x and above 3.50x results in a 25 basis point reduction to the applicable margin on the Revolving Credit Facility. A first lien net leverage ratio at or below 3.50x results in an additional 25 basis point reduction to the applicable margin on the Revolving Credit Facility. These reductions remain in effect as long as we achieve a first lien net leverage ratio at or below the related threshold.
In addition, the Credit Agreement includes, among other things, customary restrictions (subject to certain exceptions) on our ability to incur certain indebtedness, grant certain liens, make certain investments, engage in acquisitions, consolidations and mergers, declare or pay certain dividends, and repurchase shares of our common stock. The indentures governing the Senior Notes contain negative covenants restricting or limiting our ability to, among other things, incur or guarantee additional indebtedness, incur liens, pay dividends on, redeem or repurchase our capital stock, make certain investments, permit payment or dividend restrictions on certain of our subsidiaries, sell assets, engage in certain transactions with affiliates, and consolidate or merge or sell all or substantially all of our assets. As of September 30, 2024, we are in compliance with all covenants under the Senior Secured Credit Facility and indentures governing the Senior Notes.
Our credit ratings and outlook are reviewed periodically by Moody’s Ratings (“Moody’s”) and Fitch Ratings, Inc. (“Fitch”). As of September 30, 2024, our credit ratings from both Moody's and Fitch are shown in the table below:
|
|
September 30, 2024 |
||
Credit Ratings |
|
Moody's |
|
Fitch |
Corporate Credit |
|
Ba1 |
|
BB+ |
Term Loan |
|
Baa2 |
|
BBB- |
4.75% Senior Notes |
|
Ba2 |
|
BB+ |
5.875% Senior Notes |
|
Ba2 |
|
BB+ |
3.75% Senior Notes |
|
Ba2 |
|
BB+ |
Our Board of Directors has authorized us to repurchase up to $4,000 million of our common stock pursuant to a stock repurchase program (the "Repurchase Program"). During the nine months ended September 30, 2024, we repurchased $134 million of our common stock under the Repurchase Program. Substantially all of the repurchase transactions during the nine months ended September 30, 2024 were settled in cash during the same period. As of September 30, 2024, we had approximately $639 million available under the Repurchase Program.
The following table shows our sources and uses of funds for the nine months ended September 30, 2024 and 2023 (dollars in millions):
|
|
Nine Months Ended |
|
|||||
Statements of Cash Flows Data |
|
2024 |
|
|
2023 |
|
||
Cash flows provided by operating activities |
|
$ |
590 |
|
|
$ |
546 |
|
Cash flows used for investing activities |
|
$ |
(70 |
) |
|
$ |
(71 |
) |
Cash flows used for financing activities |
|
$ |
(287 |
) |
|
$ |
(205 |
) |
34
Generally, cash provided by operating activities has been adequate to fund our operations. We have significant liquidity, including $788 million of cash and cash equivalents and $745 million available under the Revolving Credit Facility, net of $5 million of letters of credit, as of September 30, 2024. At this time, we believe cash provided by operating activities, cash and cash equivalents and borrowing capacity under the Revolving Credit Facility will be sufficient to meet our known and anticipated cash requirements for the next twelve months and thereafter.
Cash provided by operating activities
Operating activities for the nine months ended September 30, 2024 generated $590 million of cash compared to $546 million for the nine months ended September 30, 2023. The increase was principally driven by higher gross profit, lower cash income taxes and lower cash interest payments, partially offset by higher cash incentive compensation payments, higher operating working capital funding requirements and non-recurring UAW contract signing incentive payments.
Cash used for investing activities
Investing activities for the nine months ended September 30, 2024 used $70 million of cash compared to $71 million for the nine months ended September 30, 2023. The decrease was principally driven by a $5 million decrease in capital expenditures, partially offset by a $4 million increase in equity method investments.
Cash used for financing activities
Financing activities for the nine months ended September 30, 2024 used $287 million of cash compared to $205 million for the nine months ended September 30, 2023. The increase was principally driven by $98 million of increased payments on our long-term debt and $4 million of debt financing fees associated with the amendment of the Credit Agreement governing our Senior Secured Credit Facility, partially offset by $24 million of lower stock repurchases under the Repurchase Program.
Contingencies
We are a party to various legal actions and administrative proceedings and subject to various claims arising in the ordinary course of business, including those relating to commercial transactions, product liability, personal injury and workers’ compensation, safety, health, taxes, environmental and other matters. For more information, see "Note P. Commitments and Contingencies” of our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Critical Accounting Policies and Significant Accounting Estimates
A discussion of our critical accounting policies and significant accounting estimates is included in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2023 as filed with the Securities and Exchange Commission on February 14, 2024. The preparation of the condensed consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of some assets and liabilities and, in some instances, the reported amounts of revenues and expenses during the applicable reporting period. Actual results could differ materially from these estimates. Changes in estimates are recorded in results of operations in the period that the events or circumstances giving rise to such changes occur. Within the context of these critical accounting estimates, we are not currently aware of any reasonably likely events or circumstances that would result in different policies or estimates being reported for the three and nine months ended September 30, 2024.
35
Recently Issued Accounting Pronouncements
See "Note B. Summary of Significant Accounting Policies” in Part I, Item 1, of this Quarterly Report on Form 10-Q.
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements. The words “believe,” “expect,” “anticipate,” “intend,” “estimate” and other expressions that are predictions of or indicate future events and trends and that do not relate to historical matters identify forward-looking statements. You should not place undue reliance on these forward-looking statements. Although forward-looking statements reflect management’s good faith beliefs, reliance should not be placed on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, which may cause actual results, performance or achievements to differ materially from anticipated future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements speak only as of the date the statements are made. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, changed circumstances or otherwise. These forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to: our participation in markets that are competitive; our ability to prepare for, respond to and successfully achieve our objectives relating to technological and market developments, competitive threats and changing customer needs, including with respect to electric hybrid and fully electric commercial vehicles; increases in cost, disruption of supply or shortage of labor, freight, raw materials, energy or components used to manufacture or transport our products or those of our customers or suppliers, including as a result of geopolitical risks, wars and pandemics; global economic volatility; general economic and industry conditions, including the risk of recession; labor strikes, work stoppages or similar labor disputes, which could significantly disrupt our operations or those of our principal customers or suppliers; the highly cyclical industries in which certain of our end users operate; uncertainty in the global regulatory and business environments in which we operate; the concentration of our net sales in our top five customers and the loss of any one of these; the failure of markets outside North America to increase adoption of fully automatic transmissions; the success of our research and development efforts, the outcome of which is uncertain; U.S. and foreign defense spending; risks associated with our international operations, including acts of war and increased trade protectionism; the discovery of defects in our products, resulting in delays in new model launches, recall campaigns and/or increased warranty costs and reduction in future sales or damage to our brand and reputation; our ability to identify, consummate and effectively integrate acquisitions and collaborations; and risks related to our indebtedness.
Important factors that could cause actual results to differ materially from our expectations are disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2023 as filed with the Securities and Exchange Commission on February 14, 2024 and Part II, Item 1A of this Quarterly Report on Form 10-Q. All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements as well as other cautionary statements that are made from time to time in our other Securities and Exchange Commission filings or public communications. You should evaluate all forward-looking statements made in this Quarterly Report on Form 10-Q in the context of these risks and uncertainties.
36
ITEM 3. |
Quantitative and Qualitative Disclosures About Market Risk |
Our exposure to market risk consists of changes in interest rates, foreign currency rate fluctuations and movements in commodity prices.
Interest Rate Risk
Our principal interest rate exposure relates to outstanding amounts under our Senior Secured Credit Facility. Our Senior Secured Credit Facility provides for variable rate borrowings of up to $1,260 million, including our $515 million Term Loan and $745 million under our Revolving Credit Facility, net of $5 million of letters of credit. As of September 30, 2024, we held interest rate swap contracts that, in the aggregate, effectively hedge $500 million of the variable rate debt associated with the Term Loan at the forward-looking term rate based on the Secured Overnight Financing Rate weighted average fixed rate of 2.81% through September 2025. A one-eighth percent increase or decrease in assumed interest rates for the Senior Secured Credit Facility, if fully drawn as of September 30, 2024, would have an impact of approximately $1 million on interest expense per year. As of September 30, 2024, we had no outstanding borrowings against the Revolving Credit Facility.
Exchange Rate Risk
While our net sales and costs are denominated primarily in U.S. Dollars, net sales, costs, assets and liabilities are generated in other currencies including Brazilian Real, British Pound, Canadian Dollar, Chinese Yuan Renminbi, Euro, Hungarian Forint, Indian Rupee and Japanese Yen. The expansion of our business outside North America may further increase the risk that cash flows resulting from these activities may be adversely affected by changes in currency exchange rates.
Assuming current levels of foreign currency transactions, a 10% aggregate increase or decrease in the Chinese Yuan Renminbi, Euro, Indian Rupee, and Japanese Yen would correspondingly change our earnings, net of tax, by an estimated $6 million per year. We believe our other direct exposure to foreign currencies is immaterial.
Commodity Price Risk
We are subject to changes in our cost of sales caused by movements in underlying commodity prices. As of September 30, 2024, approximately 65% of our cost of sales consisted of purchased components. A substantial portion of the purchased parts are made of aluminum and steel. The cost of aluminum parts includes an adjustment factor on future purchases for fluctuations in aluminum prices based on accepted industry indices. In addition, a substantial amount of steel-based contracts also includes an index-based component. As our costs change, we are able to pass through a portion of the changes in commodity prices to certain of our customers according to our LTAs. We historically have not entered into long-term purchase contracts related to the purchase of aluminum and steel.
Assuming current levels of commodity purchases, a 10% variation in the price of aluminum and steel would correspondingly change our earnings by approximately $8 million and $13 million per year, respectively.
Many of our LTAs have incorporated a cost-sharing arrangement related to potential future commodity price fluctuations. For purposes of the sensitivity analysis above, the impact of these cost sharing arrangements has not been included.
37
ITEM 4. |
Controls and Procedures |
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Based on the evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q 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 Securities and Exchange Commission 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.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
38
PART II. OTHER INFORMATION |
Item 1. Legal Proceedings
From time to time, we are a party to various legal actions in the normal course of our business, including those related to commercial transactions, product liability, personal injury and workers’ compensation, safety, health, taxes, environmental and other matters. Information pertaining to legal proceedings can be found in "Note P. Commitments and Contingencies” in the notes to the condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q, which information is incorporated herein by reference.
Item 1A. Risk Factors
There have been no material changes from our risk factors as previously reported in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2023 as filed with the Securities and Exchange Commission on February 14, 2024.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The following table sets forth information related to our repurchases of our common stock on a monthly basis during the three months ended September 30, 2024:
|
|
Total Number |
|
|
Average |
|
|
Total Number |
|
|
Approximate |
|
||||
July 1 – July 31, 2024 |
|
|
136,153 |
|
|
$ |
80.77 |
|
|
|
136,153 |
|
|
$ |
678,125,797 |
|
August 1 – August 31, 2024 |
|
|
224,504 |
|
|
$ |
86.85 |
|
|
|
224,504 |
|
|
$ |
658,628,681 |
|
September 1 – September 30, 2024 |
|
|
222,991 |
|
|
$ |
89.68 |
|
|
|
222,991 |
|
|
$ |
638,631,619 |
|
|
|
|
583,648 |
|
|
$ |
86.51 |
|
|
|
583,648 |
|
|
|
|
|
39
Item 5. 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 September 30, 2024:
|
|
|
|
|
|
|
|
Trading Arrangement |
|
|
|
|
|
|||
Name |
|
Title |
|
Action |
|
Date |
|
Rule 10b5-1* |
|
Non-Rule 10b5-1** |
|
Total Shares to be Sold |
|
|
Expiration Date |
|
|
|
|
|
X |
|
|
|
|
|
|
||||||
* Intended to satisfy the affirmative defense of Rule 10b5-1(c)
** Not intended to satisfy the affirmative defense of Rule 10b5-1(c)
40
Item 6. |
Exhibits |
(a) Exhibits
Exhibit Number |
Description |
|
|
31.1 |
|
|
|
31.2 |
|
|
|
32.1 |
|
|
|
101.INS |
Inline XBRL Instance Document (filed herewith) |
|
|
101.SCH |
Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Document (filed herewith) |
|
|
104 |
Cover Page Interactive Data File – The cover page from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, formatted in Inline XBRL and contained in Exhibit 101 |
41
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
|
ALLISON TRANSMISSION HOLDINGS, INC. |
||
|
|
|
||
Date: October 30, 2024 |
By: |
/s/ David S. Graziosi |
||
|
|
|
|
|
|
|
Name: |
David S. Graziosi |
|
|
|
Title: |
Chair, President and Chief Executive Officer (Principal Executive Officer) |
|
|
|
|
|
|
Date: October 30, 2024 |
By: |
/s/ G. Frederick Bohley |
||
|
|
|
|
|
|
|
Name: |
G. Frederick Bohley |
|
|
|
Title: |
Chief Operating Officer, Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer) |
|
42
Exhibit 31.1
CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
I, David S. Graziosi, certify that:
Dated: October 30, 2024 |
|
|
|
/s/ David S. Graziosi |
|
Name: David S. Graziosi |
|
Title: Chair, President and Chief Executive Officer |
|
(Principal Executive Officer) |
|
Exhibit 31.1
Exhibit 31.2
CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
I, G. Frederick Bohley, certify that:
Dated: October 30, 2024 |
|
||
|
|
||
/s/ G. Frederick Bohley |
|
||
Name: G. Frederick Bohley |
|
||
Title: Chief Operating Officer, Chief Financial Officer and Treasurer |
|
||
(Principal Financial Officer)
|
|
||
Exhibit 31.2
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Allison Transmission Holdings, Inc. (the “Company”) on Form 10-Q for the quarter ending September 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), we, David S. Graziosi, Chair, President and Chief Executive Officer of the Company, and G. Frederick Bohley, Chief Operating Officer, Chief Financial Officer and Treasurer of the Company, certify, pursuant to 18 U.S.C. § 1350 as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
Dated: October 30, 2024 |
|
|
|
|
|
/s/ David S. Graziosi |
|
David S. Graziosi |
|
Chair, President and Chief Executive Officer |
|
(Principal Executive Officer) |
|
|
|
Dated: October 30, 2024 |
|
|
|
|
|
/s/ G. Frederick Bohley |
|
G. Frederick Bohley |
|
Chief Operating Officer, Chief Financial Officer and Treasurer |
|
(Principal Financial Officer)