Allison Code Of
Business Conduct

Driving Integrity Worldwide

allisontransmission.com

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6

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Understanding The Rules

9

Acting With Integrity When The Rules Seem Unclear

9

Integrity In The Workplace

10

Fair Treatment And Respect

10

Equal Employment Opportunity

10

Health And Safety

11

Conflicts Of Interest

12

Corporate Opportunities

12

Interest In Personal Relationships

12

Allison Conflict Of Interest Questionnaire

13Interests In Other Businesses

14

Charitable Activities And Public Service

14

Former Allison Employee Now Supplier Relationships

14

Outside Employment

15

Use And Protection Of Allison Transmission Assets

17

Accurate Information, Records And Communications

17

Use Good Judgment About What You Share And How You Share It

18

Company Vehicles

18Internet/Email And Voice Mail18

Be Clear That The Views You Are Expressing Are Your Own

19

Be Aware That Online Communications Travel Fast, Remain Forever And Are Usually NOT “Private”

19

Communicating With The Media

21

Protecting Allison Information

21

Litigation And Investigations

22

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Code Of Conduct

Integrity In The Marketplace

24

Fair Competition24

Gifts, Entertainment And Gratuities

24

Relations With Competitors

24

Relations With Dealers, Distributors And Resellers

25International Consideration

25

Insider Trading

26

Integrity In Our Societies And Communities

28

Conflicts With Laws

28

Improper Gifts And Payments

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Export Compliance30

Export Controls

30

Foreign Asset Controls

30

Anit-Boycott Regulations

31

Integrity Toward The Environment

32

Allison Transmission Environmental Principles

32

Compliance With The Law

32

Conclusions

34

Resources And Contact Information

35

If you have any questions
about any of the Allison
policies or the content of
this Allison Code Of BusinessConduct document, contact
the Human Resources orLegal departments.

Allison Transmission

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Code Of Conduct

A Message From The CEO
Dear Colleagues:
As a global business, our reputation is an extremely important asset. At Allison, we realize our reputation is basedon everything that we do, and all of us have a shared responsibility to maintain the highest standard of integrity.
Our reputation and our integrity determine how we are viewed by our stakeholders—our workforce, customers,
shareholders, business partners, government agencies and the communities where we live and work. They also shape
the way we feel about ourselves and serve as a reminder of the commitment we’ve made to those who have entrusted
us to conduct all of our business dealings at the highest level of integrity.
We also fully realize our reputation must go beyond the quality of our products and services. It must be built upon the
conduct of each Allison employee and those who represent us—not only in words, but more importantly, in our deeds.
Our Allison Code Of Business Conduct—”Driving Integrity Worldwide” should be evident on a day-to-day basis in theway we perform our duties and how we interact with others. For Allison and its global operations, it clearly is the only
acceptable way to do business.
To make sure we’re conducting our business with integrity every day, each of us at Allison needs to be constantly awareof the situations that challenge us to exercise good judgment. If you are faced with an ethical dilemma, it is importantthat you quickly raise this matter with your leadership, a member of Allison’s management team, our Chief Compliance
Officer or via the Allison Care Line. It is of the utmost importance that we all ensure we are acting lawfully andresponsibly. Each of us needs a clear understanding of Allison’s Core Values and the laws that are pertinent to the work
we do and the decisions we make.
In this Allison Code Of Business Conduct document, you will find guidelines for employee conduct that reflect
Allison’s core values and the principles of the UN Global Compact and the UN Universal Declaration of Human Rights.
Of course, it is not possible to provide specific guidance for every situation an individual may encounter. Allison entrusts
its employees to embrace its values and policies, carefully assessing each situation and seeking guidance from ourleaders when unsure about the appropriate course of action.
Thank you in advance for doing your part to make sure Allison will continue to be viewed as a global symbol of excellence.

David S. Graziosi
President and Chief Executive Officer

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Code Of Conduct

“...To conduct all of our business dealingsat the highest level of integrity.”
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Introduction
Who Must Follow The Allison Code Of Business Conduct?
• This Allison Code Of Business Conduct—“Driving Integrity Worldwide” has been adopted by the Board of Directors andapplies to all Allison salaried employees (including directors and officers) of Allison Transmission, Inc., its holding company
and its subsidiaries (collectively called “Allison”).
• All consultants, agents, sales representatives, independent contractors and contract workers (collectively,“Allison Representatives”) when they act on behalf of Allison.
In rare circumstances, a waiver to a particular requirement may be granted by the Board of Directors and will be promptly
disclosed as required by law or regulation. Waivers must be requested and granted in writing. Each salaried employee, director
and officer shall review and acknowledge their understanding on an annual basis.
Throughout our history, Allison has embraced integrity and established it as a Core Value ensuring it is incorporated in theway our employees conduct business each and every day.
Today, those values and principles are set out in this document, the Allison Code Of Business Conduct—“Driving Integrity
Worldwide.” We believe that integrity is vital to our remaining the world’s largest manufacturer of fully automatic transmissions
for medium- and heavy-duty commercial vehicles, medium- and heavy-duty United States defense vehicles and hybridpropulsion systems for trucks, transit and city buses.
First and foremost, we must act with personal integrity—always keeping in mind our values and guidelines. We must express
our concerns when we believe we have not met the commitments and standards held forth by Allison.
Secondly, it is imperative that we act with integrity on a day-to-day basis in our workplace, being conscientious in treating
our co-workers with respect, dignity and fairness. It also requires that we do our part in protecting the health and safety of all
employees, using Allison resources responsibly, avoiding conflicts of interest and consistently making decisions that are in thebest interest of Allison.
We must conduct ourselves in the global marketplace fairly and honestly, including the many ways in which we interact withour customers, suppliers, dealers and competitors. It will be evident that we’re acting with integrity if we’re dependable indelivering quality products and services, communicating honestly and meeting our commitments at all levels. To conduct
our business with integrity also means we’re competing fairly and not allowing our decisions and business judgments to be
influenced by personal considerations.
As a company and as individuals, it is imperative that we are complying with applicable laws and regulations, protecting andenhancing the environment and improving the quality of life of individuals through our involvement in our neighborhoods andcommunities.

Allison Transmission

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Code Of ConductIn their entirety, these guidelines are designed to provide direction in applying the principles of the Allison Values in our
day-to-day interactions. They are not intended to address every specific situation encountered. In some cases, you will bereferred to another document or location for more specific guidance on a particular subject or policy. If you need assistance inaddressing circumstances not covered in this booklet, please consult the supplemental resources summarized at the end of thisbooklet. As always, ask your direct leadership for guidance if you are unsure about the proper course of action to take whenaddressing a specific situation.
Outlined in this Allison Code Of Business Conduct will be information that is relevant to each and every person connected
to Allison. However, certain topics will be more applicable than others depending on each person’s individual position andresponsibilities. It is important that all Allison employees and Allison Representatives familiarize themselves with the standards,
beliefs and guidelines that govern the conduct of our fellow team members and Allison as a whole.

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Personal Integrity
Personal integrity begins with each of us at Allison Transmission by the decisions and judgments we make as individuals everyday. What a person does when no one is watching exemplifies the spirit of personal integrity. Whether our actions areassociated with our professional careers or our activities outside of work, our personal behavior, judgment and the decisions
we make as individuals define our personal reputations.
To better understand personal integrity, we must examine what it means at its core. At all levels, it conveys that we exemplify
the Allison Core Values in our own conduct, and that we are complying with Allison policies—even though we may notalways fully agree with them.
As part of a global enterprise, differences of opinion about the appropriateness of corporate policies are inevitable. As acompany with worldwide operations, Allison recognizes these differences are understandable. However, it is important tocomply even when you disagree.
It is essential that we use our sound judgment in determining the precise meaning of Allison values or policies, as well as theintentions and spirit behind them as we make these choices.
Always ask first and act later. If you are unsure of what to do in any situation, seek guidance before you act.
As a corporation, Allison’s reputation depends on the actions and decisions of all its employees and Allison Representatives—
each and every one of us. There is no doubt that the actions of one person can damage the reputation of all. If anyone
compromises the Core Values or policies of Allison, it is your individual responsibility to take immediate action by either
informing the person directly or using other avenues to voice concerns. In most cases, the best option is to discuss the matterwith your direct leadership. You can also express your concerns or issues to other experts in the company’s Legal, Audit,
Security or Human Resources departments.
Another alternative available to everyone globally is the Allison Care Line; this option may provide a measure of anonymity for
those who may be uncomfortable openly discussing concerns.

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Understanding The Rules
Because laws are complex and changing, good intentions are not always enough to ensure compliance. Everyone
whose work is directly affected by particular laws must understand the legal rules well enough to spot problems
and know when to get advice. Contact the Allison Legal department with any questions about obligations that may
affect your role.

Acting With Integrity When The Rules Seem Unclear
Not all situations are clear cut, so good judgment is essential. Be alert to warning signs. If a questionable proposal isdefended as “doing whatever it takes” or because “our competition does it” or “no one will ever know” or “we’ve
done it this way before,” chances are it needs to be reconsidered.
When in doubt about the right choice, ask yourself:• Is it legal?
• Is it consistent with our Core Values and policies?
• Would you be willing to be accountable for your actions?

Do

Don’t

• Take personal responsibility consistently for• Assume it’s acceptable to follow instructions

performing assignments with Allison policies andthat violate the law or Allison policy

all applicable laws and regulations• Assume someone else will correct a problem• Know the rules. Seek guidance from the Legal• Assume a questionable practice is legal justdepartment or other subject-matter experts aboutbecause it has been done by someone elselaws and regulations relating to your work.
• Notify your direct leadership or the Legal department
if you have any doubts about whether an action islegal or violates Allison policies

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Integrity In The Workplace
Fair Treatment And Respect
Allison Transmission hires, promotes, trains and pays based on merit, experience or other work-related criteria. Allison values
the wide range of backgrounds of our employees. Allison views our diversity as a strength and strives to create work
environments that accept and tolerate differences while promoting productivity and teamwork. Each of us is responsible
for creating and maintaining a productive work environment where the dignity of all employees is respected. Allison
supports human rights around the world, and will comply with all applicable laws regarding the treatment of our employees
and other stakeholders. Allison will not tolerate child or forced labor anywhere and will not do business with any company
that does. Allison respects employees’ freedom of association, right to bargain collectively and all other workplace rights.

Equal Employment Opportunity
Allison is committed to equal employment opportunity and extends employment opportunities to all qualified applicants.
Allison strives to maintain workplace environments free of discrimination, hostility and physical or verbal harassment withrespect to age, race, color, sex, religion, national origin, disability, sexual orientation, gender identity/expression or being adisabled veteran, a veteran of the Vietnam Era or other covered veterans.
Allison employees are entitled to a work environment free from conduct that even appears disrespectful. Certain jokes,
cartoons, pictures, language, gestures and touching may offend people and may result in a hostile work environment,
which Allison does not tolerate.

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Code Of ConductHealth And Safety
Allison’s overriding priority is to protect the health and safety of each employee. We all have a stake in a healthy, injury-freeenvironment that protects the health and safety of each employee. We should not compromise any person’s well-being inanything we do.
This means following procedures for reducing accident risks, and it means using equipment safely. It means following safe
workplace practices—no exceptions, no shortcuts. It means promptly voicing safety concerns to direct leadership so we cancorrect situations that may endanger employees. Don’t assume that a safety hazard has been reported—take responsibility
for reporting it yourself.
Allison encourages employees to continue safe practices outside of the office, such as following safe driving practices:
wearing your seatbelt, avoiding distractions (cell phones and texting), not driving while impaired and obeying traffic laws
and speed limits.
For more information on Allison Health and Safety policies, please visit the Global Health and Safety website.

Do

Don’t

• Base personnel decisions on merit• Engage in unsafe workplace activities or create
unsafe workplace conditions• Comply with all applicable workplace health• Ignore any unsafe conditions or assume someone

and safety laws, regulations, procedures andelse will correct a problem

Allison’s policies• Assume that a safety or environmental hazard• Always observe safety protocols

has been reported; you must take responsibility• If you must use a phone while driving,for reporting it yourself

use a hands-free device

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Conflicts Of Interest
Allison Transmission employees have a responsibility to act solely in the best interests of the company.
Avoid any activity, investment or interest that might hurt or reflect badly on Allison. The appearance ofa conflict can be just as damaging as an actual conflict of interest. Conflicts of interest are prohibited as amatter of Allison policy, except as approved by the Board of Directors. Conflicts of interest may not always
be clear-cut, so if you have a question, you should consult with your direct leadership.
Examples of potential conflicts of interest include:• Financial interests in a company where you could personally affect Allison’s business with that company(e.g. customer, supplier or investment)• Directing business to suppliers when you know they are owned or managed by your family member or close friends• Personal relationships that may conflict with your Allison responsibilities or compromise Allison interests• Employment outside Allison without leadership approval• Hiring, promoting or directly supervising a family member or close friend• Gifts other than of reasonable value from suppliers, customers or competitors that are provided to influence
Allison’s business decisionCorporate Opportunities
Employees, directors and officers are prohibited from taking opportunities that are discovered through the use of
corporate property, information or position for themselves without the consent of the Board of Directors. No employee,
director or officer may use corporate property, information or position for personal gain, and no employee, director or
officer may compete with Allison directly or indirectly. Employees and officers owe a duty to Allison to advance Allison’sinterests when the opportunity to do so arises.

Interest In Personal Relationships
If your duties require you to have contact with an organization that employs a relative, former colleague or someone withwhom you have a significant personal relationship, including a romantic or sexual relationship, you should take precautions
to avoid a potential conflict of interest or even the appearance of preferential treatment.
The organization should receive no advantage or disadvantage because of a personal relationship. When presented withsuch situations, consult with your direct leadership and, if necessary, step down from acting on behalf of Allison.
Hiring and promotions must not be influenced by a candidate’s relationship to any employee, including family, personal,
romantic or sexual relationships. If people with such ties are hired or assigned, steps should be taken to avoid any reporting
relationship, either direct or indirect, between them. On rare occasions, leadership senior to both of the affected employees
may permit a reporting relationship between employees with such ties. Such cases should be reviewed with Allison’s
General Counsel and Human Resource representatives to ensure no conflict of interest exists in this regard.

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Allison Conflict Of Interest Questionnaire
Use the Allison Conflict Of Interest Questionnaire to disclose any relationships and any other actual or
potential conflict of interest. Disclosure lets leaders decide whether an actual conflict exists and how toaddress it if one does exist.
Allison employees have an ongoing obligation to supplement their Allison Conflict Of Interest
Questionnaire to ensure that they disclose any change in circumstance covered by the questionnaire. In
the event such a change occurs, employees should promptly update their Allison Conflict Of Interest
Questionnaire within 30 days.

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Interests In Other Businesses
Use the Allison Conflict Of Interest Questionnaire to disclose certain financial stakes, called a “Material Interest,” in a
supplier, customer, competitor, etc. For a detailed definition of the type of financial stake that must be disclosed, pleaserefer to the Conflict Of Interest Policy.

Charitable Activities And Public Service
Allison Transmission applauds service to charities, schools, professional organizations and governmental bodies or advisorygroups. Only rarely do conflicts arise from such service. Take the precaution of identifying the organization(s) on yourAllison Conflict Of Interest Questionnaire. When soliciting donations for an outside organization, avoid any impression ofpressure by Allison. Donations must be purely voluntary. Do not use Allison letterhead on any solicitation unless Allison
supports the fundraising as a corporate activity.

Former Allison Employee Now Supplier Relationships
Allison selects suppliers impartially on the basis of quality, service, technology and price. Allison policy is that former
executive and classified employees (retirees or those separated for any reason) who occupied positions prior to terminationin which they could influence purchasing decisions should not be received as a representative of a supplier by Allison fora period of two years following their separation. Any exceptions or deviations must be approved and documented by the
Legal department and the functional area in which the employee worked prior to separation.

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Outside Employment
Outside employment can create conflicts of interest or reduce productivity. Avoid outside business activities thatdivert time and attention from Allison business. If any outside activity involves compensation, disclose it to your direct
leadership and on the Allison Conflict Of Interest Questionnaire.
Allison discourages employees from joining boards of outside for-profit companies. Employees may serve on such aboard only with prior approval. Never accept any employment by a supplier, customer, dealer or competitor of Allison.
When an employee’s spouse or partner works for an Allison supplier, customer or competitor, both individuals need totake care to comply with the responsibility each owes to his or her employer.

Do

Don’t

• Each year, each employee should examine his• Become involved in any activity, investment,or her personal circumstances as they relate to theemployment or other relationship that could

Allison Conflict Of Interest Questionnaire questions

create a conflict with Allison employment

to determine if they need to update their disclosure• Fail to fully disclose any activities that could create• Use the Allison Conflict Of Interest Questionnaire toa conflict or the appearance of a conflict

notify leadership of any potential conflict—even if
you think it probably isn’t a problem• Fully disclose any activity, investment, employment
or relationship that could create even the appearanceof a possible conflict• Consult the Conflict Of Interest Policy for advice
on how to answer each question• Keep a copy of the completed Allison Conflict
Of Interest Questionnaire for your own files• Update your disclosure within 30 days, or any time
circumstances covered by the questionnaire change

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“Whenever an inaccuracy
finds its way into a record,
it should be corrected and,
where appropriate, the reasonsfor the correction should becommunicated and noted.”

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Use And Protection Of Allison Transmission Assets
Employees and Allison Representatives have an obligation to use and protect Allison’s assets in a
way that safeguards their value and promotes Allison’s business interests. Such assets include financial
assets, tangible assets such as plants, inventory and supplies, information-technology related assets
such as computers and software and intangible assets such as patents and other intellectual property,
proprietary information and data. Allison assets should be used for Allison business and in accordancewith applicable Allison policies. Furthermore, employees and Allison Representatives have an obligation
to use intellectual property and proprietary information belonging to our customers, suppliers and otherthird parties in accordance with applicable law and any agreements Allison has with such third parties. Each
employee and Allison Representative has an obligation to protect information we may receive, acquire, develop
or record in performing our jobs. This is not optional—it is absolutely critical that we diligently protect
company information.

Accurate Information, Records And Communications
Intentionally creating or inserting false or misleading information in any Allison financial or other business record is strictly
prohibited. Inaccurate information may lead to bad decisions by Allison. Allison’s customers, suppliers, investors, business
partners, communities and government officials rely on us for accurate information.
Allison’s books, records, cost accounts and financial statements must properly document all assets and liabilities andmust accurately reflect all transactions. All records must be retained in accordance with Allison policy and applicable laws
and regulations. Each employee is responsible for ensuring that Allison’s business records are accurate, properly recorded
and maintained.
Whenever an inaccuracy finds its way into a record, it should be corrected and, where appropriate, the reasons for the correction
should be communicated and noted. This is also important in engineering records. An inaccurate record is an “open loop.”
We need to “close the loop” by clarifying and supplementing the “open loop” record with the accurate data or judgment.
We must also ensure that Allison business records are available to meet the company’s business needs, including legal and tax
requirements. That’s why we must comply with Allison Record Retention policies in creating, managing and disposing of all
Allison records. Be alert to and observe litigation holds. These are instructions from the Legal department requiring thatcertain records sometimes be retained beyond normal retention periods, for legal or compliance reasons. Failure to comply
with litigation holds can result in serious harm to Allison, its employees and shareholders. It is unlawful to destroy, conceal,
alter or falsify any Allison business or other record, document or object that is subject to a litigation hold for the purpose of
obstructing or influencing any lawsuit or other legal or governmental proceeding or investigation.

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Use Good Judgment About What You Share And How You Share It
Be honest, truthful and appropriate in everything you do. You are personally responsible for your words and actions,both online and offline. Your posts can potentially tarnish the image, damage the reputation or infringe on the rights
of someone else (including Allison Transmission and its employees). Even comments about a local topic can spread aroundthe globe in an instant.

Company Vehicles
Employees may use Allison-owned vehicles only as authorized by management. Employees must operate Allison-owned vehicles
lawfully and must comply with Allison policies applicable to company vehicles in the location where the vehicle is operated.

Internet/Email And Voice Mail
As a rule, use the internet only for work assignments. Nominal personal use is permitted if it does not interfere with workor productivity and does not conflict with directions from your direct leadership or with Allison’s Acceptable Use Practices.
If in doubt, ask your direct leadership.
All messages transmitted on Allison’s email and voice mail systems and activity on Allison’s computer systems become
records of Allison. No employee should expect that they will be treated as personal or private messages. Allison can andsometimes does access or monitor its email, internet, voice mail and other computer systems for legitimate businessreasons. Allison may delete any email or voice mail messages or disclose them to others, without advance notice, unlessapplicable law provides differently.

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Be Clear That The Views You Are Expressing Are Your Own
Only persons who have been authorized can speak on behalf of Allison in an official capacity. Transparency is important insocial media. Posting anonymously online should be avoided. Make sure that, even when you have identified yourself asworking for Allison (including on your social media profiles like Twitter, LinkedIn or Facebook), you are clear that your views
and opinions are your own and not those of Allison. If you think an “official” Allison response may be required, contact theAllison Communications / Media Relations department.

Be Aware That Online Communications Travel Fast, Remain Forever
And Are Usually NOT “Private”
There are no secrets on the internet. Information you may think you have protected as “private” on some social media sites
may be accessed by others. Make sure you will have no regrets about what you said or did online if a reporter, a relative or
your manager were to view it.
If you are still unclear what actions are considered to be a violation of Allison policy, please ask.
Whether you are using email, voice mail or social media channels, never make any illegal, unethical, unauthorized or
disruptive use of Allison information systems or equipment. This includes accessing, transmitting or storing inappropriatematerial (e.g. pornography, depicted nudity, lewd or violent materials, chain letters, sexually oriented jokes or cartoons orother offensive/demeaning materials related to age, race, color, sex, religion, national origin, disability or sexual orientation).
Violations will subject you to disciplinary action up to and including termination.
If you get an inappropriate message or are confronted with instances of unethical business practices or behavior, report it toyour direct leadership or contact the Allison Care Line.

“Be honest, truthful and appropriate
in everything you do. You are personallyresponsible for your words and actions,both online and offline.”

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Allison Transmission

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Communicating With The MediaThe Allison Transmission Communications/ Media Relations staff is responsible for all communications with the press or
the media related to Allison, business by Allison and by all Allison employees, globally. The rule to follow here is simple.
Unless approved by an appropriate member of Allison, you are not authorized to speak with any representative of thepress or media regarding Allison business. If a media representative contacts you, do not answer any questions or makeany statements. You should direct them to the Allison Communications / Media Relations department and immediately
notify your direct leadership. Failure to follow this simple rule can result in disciplinary action up to and including
termination. Please consult Allison’s Regulation Fair Disclosure Policy for further information.

Protecting Allison Information
Each employee and Allison Representative has an obligation to protect information we may receive, acquire, develop or
record in performing our jobs. This is not optional—it is absolutely critical that we diligently protect company information.
What Does This Mean?
• Only access information you need and are authorized to view
• Communicate confidential information only to Allison employees and authorized agents (such as attorneys, auditors,
accountants) who have a legitimate business reason to know the information• Do not display, review or discuss Allison information in public places, with third parties or in areas where others may hear you• Only in extenuating circumstances should you email Allison information to your personal email account or otherwise remove
information from Allison whether in hard copy or using any form of media device to record. Be mindful that any personalaccounts or devices utilized will become subject to litigation holds and discovery.
• Never disclose Allison information without the prior approval of senior management• Be aware of Allison’s policies on communicating with third parties. Please consult Allison’s Regulation Fair Disclosure Policy
and Insider Trading Policy for further information
Information may include product plans, vehicle designs, strategy documents, communications to and from Allison
management and the Board of Directors, prospective business opportunities, pricing information, financial or technical data ora planned meeting between an Allison leader and an outside party.
All Allison information belongs to Allison, not to Allison employees, regardless of the nature, medium or form of the information.
Your ongoing obligation to protect Allison information continues even if you leave Allison. You must return all information
in your possession or control if you leave and if requested, sign a statement confirming your compliance with respect to theinformation. Also, do not bring any confidential information from a previous employer to Allison, unless there is an agreement
otherwise executed by your previous employer and Allison. The company will take whatever steps are necessary to ensure
Allison information is protected.

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Litigation And Investigations
Litigation is a fact of life. Requests for documents in various forms (paper, email, etc.) related to litigation and other legal
proceedings normally flow through channels set up for that purpose, but there may be times when other employees
receive them. Consult immediately with the Legal department if, as a representative of Allison Transmission, you receive
any summons, subpoena, inquiry or other communication from a court, marshal, sheriff, government agency or from any
lawyer. Before submitting to an interview, answering any questions, producing any documents or even responding to anyquestions about litigation or an investigation, consult with the Legal department. This applies to matters in which Allison
is involved directly, like an investigation or a lawsuit involving an Allison product or an Allison facility. It also applies tomatters in which Allison is involved indirectly, including investigations of suppliers, dealers or competitors.

Do

Don’t

• Know and comply with the Allison Information• Ignore security procedures to save time

Security Policy and Practices And Record Retention• Give access to Allison information to anyone

Policies

not authorized to have it• Treat all Allison information and property as valuable• Use Allison property or systems for your own

business assets belonging to someone else—Allison

personal profit or gain or for personal activity

shareholders• Create or knowingly process misleading or• Make sure communications are accurate—whether

inaccurate information about Allison businessinternal or external• Use Allison information resources to create,• Comply with all applicable laws and regulations andaccess, transmit or store any material that is

Allison Acceptable Use Practices governing the use

in bad taste, offensive, disrespectful of othersof Allison information resources such as computers,

or otherwise inappropriate

software, email, the internet and intranet• Do anything that would disrupt or compromise
the availability, integrity or security of Allison
information, information resources or other
Allison property

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Allison Transmission

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Integrity In The Marketplace
Fair Competition
Allison Transmission is committed to competing within the law. This section discusses the laws that protect or regulate thecompetitive process. These laws can be complicated, and they vary from country to country. So, when in doubt, consult theLegal department.

Gifts, Entertainment And Gratuities
Gifts, gratuities and entertainment are courtesies often designed to build relationships. In a business setting, however, ethicalproblems can arise when these items compromise or appear to compromise our ability to make impartial, objective and fairbusiness decisions. The Allison Global Third Party Gifts and Entertainment Policy and the applicable reporting procedures
are intended to guide our judgment when confronted with opportunities to accept or give certain gifts, gratuities orentertainment from or to suppliers, dealers, customers or other third parties. For more information, please see the Allison
Global Third Party Gifts and Entertainment Policy and the applicable reporting procedures.

Relations With Competitors
One rule is crystal-clear: Never agree with a competitor on any element of price (including, for example, discounts,
rebates or incentives) or on what products to develop or to whom we sell. And “agree” doesn’t necessarily mean
having a written contract. Courts sometimes find an illegal agreement based on a conversation, even if the conversation
occurred on a golf course or another semi-private location.
• Benchmarking with a competitor may be risky, so get legal and business approval before doing it• Competitive analysis is vital to Allison, but don’t exchange competitive information directly with competitors.
Customers, suppliers or experts may be able to provide marketplace intelligence.
• Avoid discussing sensitive topics like price, costs or marketing plans at trade association meetings“Allison is committed tocompeting within the law.”

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Code Of ConductRelations With Dealers,
Distributors And Resellers
It is against Allison policy and illegal in most countries to force any dealer, distributor orretailer to sell at a particular price. We can set a suggested retail price, but each dealer
must remain free to set the sale price with customers. Consult the Legal department if you
have questions about a non-price restriction.

International Consideration
U.S. antitrust laws apply to activity that hurts the competitive process in the U.S., so actions by
Allison subsidiaries around the world could be challenged by U.S. authorities. Most countries
around the world also have their own competition laws.

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Code Of ConductInsider Trading
In the course of our work, we may acquire important information about Allison Transmission or other companies
which has not yet become publicly available. Never trade in Allison securities or those of any other company while inpossession of material, nonpublic information. Material information is any information that an investor would reasonably
consider important in making investment decisions. Examples include knowledge of acquisitions or divestitures, newproduct launches, financial information, production schedules or management changes. These situations are fact- andcircumstances-specific, so consult with the Legal department.
If you learn something that could reasonably be expected to affect the price of Allison stock (or the stock of anothercompany), do not buy or sell the stock—or disclose the information to others—until the information has been released
to the public. Anytime you trade in Allison stock you must make sure the trading window is open.
For any questions on Allison’s Insider Trading Policy, contact the Legal department.

Do

Don’t

• Read and understand Allison’s Insider Trading Policy• Share material, nonpublic information about

before trading in Allison securities

any company with anyone who might trade thatcompany’s securities• If the nature of your position and business activities
subjects you to additional requirements relating• Assume insider trading rules only apply to trading

to transacting in Allison stock, consult the Legalin Allison stock

department and learn and follow any additional• Trade when the trading window is closed

requirements• Discuss Allison business with family and friends• Talk about what you’re working on or where
you’re going on company business or who isvisiting Allison• Buy or sell the securities of any company,
including Allison, either directly or through family
members or other persons or entities, while you
are aware of inside information about thecompany. (This is known as insider “trading”
and is illegal.)• Recommend or suggest that anyone else buy
or sell the securities of any company, including
Allison, while you have inside information
about the company. (This is known as “tipping”
and is illegal.)
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Code Of Conduct

Integrity In Our Societies
And Communities
Conflicts With Laws
Allison Transmission conducts business in more than 100 countries around the globe, and our employees are citizens ofmany different countries. As a result, our business is subject to the laws of many different countries, provinces, states andmunicipalities and organizations such as the European Union.
An important challenge for all of us is to understand these laws and how they may apply to our business. Allison is a
corporation organized under the laws of the U.S. These U.S. laws regularly extend to the business activities of Allison and its
affiliates throughout the world, as well as to the business activities of Allison employees and Allison Representatives globally.
Other countries may also apply their laws and regulations outside of their nation’s borders to their own residents and toorganizations that are organized under their laws, such as Allison subsidiaries or other controlled entities.
The references in Allison policies to the laws of the U.S. and the other locations where we do business reflect the reality thata global company is regulated by several different laws at the same time. In some instances, there may be a conflict between
the applicable laws of two or more countries. If you encounter such a conflict, it is especially important to consult the Allison
Legal department to understand how to resolve the situation properly.

Improper Gifts And Payments
An improper gift or payment to gain advantage in any situation is unacceptable and exposes you and Allison to possible
criminal and civil prosecution. Allison policy expressly prohibits improper payments in all business dealings, in every country
worldwide, with both governments and the private sector, even if it may be seen as “customary in some countries.”
Improper gifts and payments should not be confused with reasonable and limited expenditures for gifts, businessentertainment and customer travel directly related to the promotion of products or services or the execution of a contract.
These payments are acceptable, subject to specific Allison corporate and business guidelines.
The Allison Global Anticorruption Compliance Policy applies to all employees, Allison Representatives and its controlled
affiliates, whether in the U.S. or outside the U.S.
For additional information about requirements in this area, please contact the Legal department. If you believe thatyou may have provided an improper gift to a government official, it is important that you contact the Legal department
immediately.

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Code Of Conduct

Do

Don’t

• Consult with the Legal department to understand• Offer a business courtesy, such as a political orcharitable contribution or entertainment, under

Allison anticorruption requirements

circumstances that might create the appearance• Contact management or the Legal departmentof impropriety

if a government official solicits something of value• Assume a practice is acceptable because another• Make sure, before hiring a representative to arrange

company reportedly has done it or it has been

business for Allison, that the representative isdone in the past

informed about U.S. law and Allison policy• Assume a potential representative or agent will

restrictions on payments to foreign officials

know the law or Allison expectations in this area

• Make sure you understand applicable legal—discuss it before entering a relationshiprequirements, the customer’s own rules and Allison• Offer, promise, pay or authorize anything of value

corporate and business guidelines before giving a(money, goods or services) to a government

gift, providing customer entertainment orofficial or employee of a customer to obtain or

reimbursing customer travel expenses

retain business. You can never buy the business.

• Make sure records of any expenditure are accurately• Contribute Allison funds or other Allison assets

recorded to reflect the true nature of the transaction

for political purposes without the prior written• Require any person or firm who is an Allison

approval of the Managing Director, Government

Representative to comply with this policy and

Relations.

related laws
• Follow the Allison due diligence procedures
when selecting Allison Representatives
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Code Of Conduct

Export Compliance
Several U.S. laws and regulations govern how we conduct certain transactions with foreigncountries and specific parties. These laws apply not only to U.S. operations, but also to U.S. persons,
wherever they are located, and products manufactured around the world using U.S.-origin parts or
technology. Other countries have similar laws.

Export Controls
The law requires an export license before certain categories of products or data can be exported or
re-exported. “Export” means not only shipping an item outside the country, but also sharing data with aforeign person inside the country. Examples of products requiring export licenses are numerically controlledmachines, night vision equipment, computers, military products, software and related technical data.
If you have knowledge or even suspicion that a transaction may involve a violation of export regulations,
immediately report it to the Allison Transmission Office of Export Compliance or your business unit Export
Compliance Officer. Be alert to a “red flag” indicating that a transaction may not be what it seems. For example,
the product’s characteristics may not fit the buyer’s business, or the buyer may be reluctant to offer information
about the product’s intended end use. When in doubt, don’t enter into the transaction.

Foreign Asset Controls
Foreign asset controls are economic sanctions or embargoes the U.S. places on certain countries or groups to motivatethem to change certain practices. These controls apply to U.S. citizens, residents, companies and sometimes to international
subsidiaries of U.S. companies. The rules vary, but they tend to be broad.
Employees must get guidance from the Allison Office of Export Compliance before dealing with a sanctioned country or entity.
Currently, the U.S. has imposed broad-based sanctions against Cuba, Iran, North Korea, Sudan and Syria. A complete list of
sanctioned countries and entities can be found at the Allison Office of Export Compliance website under Embargoed Countries.

“’Export’ means not only shipping an item
outside the country, but also sharing datawith a foreign person inside the country.”

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Code Of ConductAnti-Boycott Regulations
U.S. anti-boycott laws and regulations prohibit participating in foreign boycotts that are unsanctioned by the U.S. These
regulations apply to U.S. companies, their domestic and foreign-controlled subsidiaries and U.S. persons. Prohibited acts
include refusing to do business with a country or with a company in a country, or requiring anyone else to refuse to dobusiness at the request of a boycotting country or business. They also prohibit supplying information about the religion,
sex or nationality of an employee or supplier, as well as doing anything that would support an unsanctioned boycottof a country friendly to the U.S.
If you receive any request to take any of these actions, contact the Allison Office of Export Compliance immediately.

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Code Of Conduct

Integrity Toward
The Environment
Allison Transmission Environmental Principles
As a responsible corporate citizen, Allison is committed to protecting human health, natural resources and the global
environment. First and foremost, Allison operating units are responsible for understanding and complying with applicable
environmental laws, regulations and Allison policies and standards. This commitment reaches further than compliance withthe law to encompass the integration of sound environmental practices into our business decisions.
The following Allison Environmental Principles provide guidance to Allison personnel worldwide:• We are committed to actions to restore and preserve the environment• We are committed to reducing waste and pollutants, conserving resources and recycling materials at every stageof the product life cycle• We will continue to pursue vigorously the development and implementation of technologies for minimizing pollutant
emissions and improving fuel economy• We will continuously assess the impact of our plants and products on the environment and the communities in which
we live and operate with a goal of continuous improvement

Compliance With The Law
For more information about Allison policies relating to environmental matters, see the Allison intranet.

Do

Don’t

• Become familiar with Allison’s Environmental• Assume environmental issues are the concern

Principles And Policies

only of the experts• Report to leadership any incident or practiceinconsistent with our Environmental Principles
And Policies• Ignore any practice you see that violates the law
or Allison policies• Fail to address with appropriate leadership any
inaccurate report on an environmental issue

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Allison Transmission

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Conclusions
We strive to act with personal and institutional integrity in the workplace, the marketplace and the communities where welive. We must all understand and apply our values and policies to ensure that we compete fairly and maintain our status
as a global symbol of excellence. “Driving Integrity Worldwide” poses a challenge to each of us. It requires strength ofcharacter to act when the easier course would be to ignore the problem.
We can all fulfill our responsibilities by:• Following the Allison Code of Business Conduct—“Driving Integrity Worldwide”• Speaking out and raising potential instances of misconduct to leadership• Giving feedback on problem areas and suggesting improvements to leadership• Listening to the concerns of customers, co-workers, dealers and suppliers—and making sure this information
gets proper attention• Conducting ourselves with the highest ethical standards
Employees who violate this policy are subject to disciplinary action that, in the judgment of management,
is appropriate to the nature of the violation, which may include termination of employment. Employees may
also be subject to civil and criminal penalties if the law has been violated.
At the same time, it is important that everyone feel confident they can speak up and report a concern or violationof the Allison Code Of Business Conduct without fear of retaliation, and that the concerns or violations will be fully
investigated in a timely manner.
Allison has established the Allison Whistleblower Policy safeguarding employees from retaliations for reporting suspectedconcerns or violations of the Allison Code Of Business Conduct. Allison has also established several ways for reporting
concerns, including anonymous reporting via the Allison Care Line where allowed by law.

“We strive to act with personal andinstitutional integrity in the workplace,the marketplace and the communities
where we live.”
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Code Of Conduct

Resources And Contact Information
Corporate Policies

Allison Care Line

Corporate Policies are located on Process Central

Anonymous reports can be made through the intranet
at allisontransmission.ethicspoint.com or by calling thenumber listed below for your originating country.

Global Numbers
United States
CanadaArgentina
Australia
Austria
BrazilChina
FranceGermany
at the prompt dial
Hungary
India
at the prompt dial
Italy
Japan
Japan
Japan
Mexico844-893-1077
844-893-1077
0800-444-6825
1-800-572-411
0800-281-243
0800-892-0811
4006000507
0800-91-3384
0-800-225-5288
844-893-1077
06-800-21-361
000-117844-893-1077
800-798665
00531-11-0493
0066-33-830723
0034-800-600360
001-844-525-4590

Netherlands
RussiaSingapore
South Africa
South Korea
SwedenTurkeyat the prompt dial
United Arab Emirates
at the prompt dial
United Arab Emirates(du)at the prompt dial
United Arab Emirates(Military-USO and cellular)
at the prompt dial
UK & Northern Ireland
UK & Northern Ireland

08000200000
8003336332
800-110-2287
0800223000
00798-1-1-003-7011
0201408215
0811-288-0001
844-893-1077
8000-021
844-893-1077
8000-555-66
844-893-1077
8000-061
844-893-1077
0808-234-6362
1-800-200-039

Human Resources

Legal Department

For Human Resources questions, please contact yourAbram Gregory, Chief Compliance Officer

contact your local Human Resources leader, you can

Email: abram.gregory@allisontransmission.com

local Human Resources leader. If you are not able toTel: U.S. 317-242-3623

call Lorraine Parker-Clegg, Vice President, Human

Eric Scroggins, Vice President,

Resources and Chief People Officer

General Counsel and Secretary

Tel: U.S. 317-242-2311

Tel: U.S. 317-242-7017

Email: lorraine.parker-clegg@allisontransmission.com

Email: eric.scroggins@allisontransmission.com

Communications / Media Relations

Investor Relations

Claire Gregory, Director, Global External

Tel: U.S. 317-242-3078

Tel: U.S. 317-242-7928

Allison Global Headquarters

Email: ir@allisontransmission.com

Communications

Email: claire.gregory@allisontransmission.com

One Allison Way, Indianapolis, IN 46222-5200

Internal Audit

United States of America

Lynn Farrell, Managing Director, Internal Audit

Tel: U.S. 317-242-5000

Tel: U.S. 317-242-2509

Email: lynn.farrell@allisontransmission.com

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Code Of Conduct

The Allison Promise
Provide the most reliable and valued propulsion solutions in
the world to enable our customers to work more efficiently.

Quality
Customer Focus
Integrity
Innovation
Teamwork

The Allison Vision
Be the global leader in commercial-duty propulsion
solutions that improve the way the world works.