Allison Transmission Holdings, Inc. · NYSE:ALSN
Allison Transmission — Merger or Acquisition (June 2025)
16 slides from Allison Transmission's merger presentation, Jun 11, 2025
Slide 1: Acquisition of Dana Off-Highway Business
Acquisition of Dana Off-Highway Business June 11, 2025 Dave Graziosi, Chair & CEO Fred Bohley, COO Scott Mell, CFO & Treasurer Exhibit 99.2
Slide 2: Safe Harbor Statement
Safe Harbor Statement The following information contains, or may be deemed to contain, “forward-looking statements” (as defined in the U.S. Private Securities Litigation Reform Act of 1995). The words “believe,” “expect,” “anticipate,” “intend,” “estimate,” “will” and other expressions that are pred
Slide 3: Call Agenda
June 12, 2025 Call Agenda Transaction Overview Dave Graziosi Business Overview / Strategic Rationale Fred Bohley Acquisition Benefits Scott Mell
Slide 4: Transaction Rationale
Shared core competencies Complementary propulsion categories Accelerates product innovation and enhances alternative propulsion capabilities Expands global leadership and end-market expertise Enlarges local IR&D, engineering and manufacturing footprint outside North America Broadens customer base Ac
Slide 5: Total transaction value of ~$2.7bn
Total transaction value of ~$2.7bn Represents 6.8x Adjusted EBITDA (LTM 12/31/24) of ~$400mm(1) and 5.2x including estimated run-rate synergies of ~$120mm 100% cash consideration, financed with new debt and cash on-hand, pursuant to a carve-out transaction involving the sale of certain stock and ass
Slide 6: Business Overview / Strategic Rationale
Business Overview / Strategic Rationale
Slide 7: Dana Off-Highway at a Glance
Dana Off-Highway at a Glance Key Financial / Platform Highlights Business Mix (2024A) EMEA Asia-Pacific Americas $2.8bn(1) Net Sales (2024A) ~$400mm(1) Adj. EBITDA (2024A) Experienced and Highly Skilled Workforce ~11,000 Global Employees Expanding End-Markets & Customer Base ~$280mm(1) FCF (2024A) A
Slide 8: Dana Off-Highway: Attractive Portfolio and End-Markets
Compelling Strategic Combination Dana Off-Highway: Attractive Portfolio and End-Markets Industry leading products and brands supported by robust portfolio of ~1,000 patents High-efficiency solutions renowned for quality engineering capabilities Technology offering across multiple propulsion types an
Slide 9: Expanding Portfolio
Expanding Portfolio ____________________ Combined financial results are arithmetic sums, not pro forma amounts presented in accordance with Article 11 of Regulation S-X. Reflects Service, Parts, Support Equipment and other Allison and Dana revenue sources. Includes 100% of Allison’s propulsion solut
Slide 10: Expanding End-Markets
Expanding End-Markets Complementary / Deepening Off-Highway End-Market Growth End-Markets Expansion (2024A) Transit School/Shuttle Bus Rugged Duty Motorhome Distribution Emergency Construction Mining Agriculture Material Handling Industrial Specialty Combined(1) On-Highway Defense Off-Highway Preser
Slide 11: Expanding Global Platform
Expanding Global Platform Europe North & South America India Further penetration of Allison’s core business into Europe Proximity to the Defense end-market Broader IR&D and manufacturing capabilities Local customer support Wallet share expansion with North America customers Expansion in Mexico and B
Slide 12: Acquisition Benefits
Acquisition Benefits © z 1S0! ismussion. 12
Slide 13: Step-Up in Scale; Preserves Industry-Leading EBITDA Margin
Step-Up in Scale; Preserves Industry-Leading EBITDA Margin EBITDA Margin (2024A)(3) Expected to achieve $6.0bn in Net sales and increase Adjusted EBITDA by 40% while maintaining an industry-leading Adjusted EBITDA margin profile Financial Profile (2024A) Net Sales Adjusted EBITDA Adjusted EBITDA Mar
Slide 14: Strong Balance Sheet with Flexibility
Strong Balance Sheet with Flexibility Well-Defined Capital Allocation Policy Returns on capital from completed investments in global commercial capabilities, including new product and technology development Maintain focus on returning capital to stockholders Quarterly dividend paid since initial pub
Slide 15: Appendix Non-GAAP Financial Information
Appendix Non-GAAP Financial Information
Slide 16: Non-GAAP Reconciliations: Adjusted EBITDA Reconciliation
Non-GAAP Reconciliations Adjusted EBITDA Reconciliation
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