EX-99.2

Q1 2013 Earnings Release

April 29, 2013

Lawrence Dewey, Chairman, President & Chief Executive Officer

David Graziosi, Executive Vice President & Chief Financial Officer

Exhibit 99.2

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” 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 the 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: risks related to our

substantial indebtedness; our participation in markets that are competitive; the highly cyclical industries in which certain of our end

users operate; the failure of markets outside North America to increase adoption of fully-automatic transmissions; the

concentration of our net sales in our top five customers and the loss of any one of these; future reductions or changes in

government subsidies for hybrid vehicles, U.S. defense spending; general economic and industry conditions; 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 prepare for, respond to and successfully achieve our

objectives relating to technological and market developments and changing customer needs; risks associated with our

international operations; and labor strikes, work stoppages or similar labor disputes, which could significantly disrupt our

operations or those of our principal customers.

Allison Transmission cannot assure you that the assumptions made in preparing any of the forward-looking statements will prove

accurate or that any long-term financial goals will be realized. All forward-looking statements included in this presentation speak

only as of the date made, and Allison Transmission undertakes no obligation to update or revise publicly any such forward-looking

statements, whether as a result of new information, future events, or otherwise. In particular, Allison Transmission cautions you

not to place undue weight on certain forward-looking statements pertaining to potential growth opportunities, long-term financial

goals or the value we currently ascribe to certain tax attributes set forth herein. Actual results may vary significantly from these

statements.

Allison Transmission’s business is subject to numerous risks and uncertainties, which may cause future results of operations to

vary significantly from those presented herein. Important factors that could cause actual results to differ materially are discussed in

Allison Transmission’s Annual Report on Form 10-K for year ended December 31, 2012.

Non-GAAP Financial Information

We use Adjusted net income, Adjusted EBITDA, Adjusted EBITDA excluding technology-related license expenses, Adjusted

EBITDA margin, Adjusted EBITDA margin excluding technology-related license expenses, adjusted free cash flow and free cash

flow to evaluate our performance relative to that of our peers. In addition, the Senior Secured Credit Facility has certain covenants

that incorporate Adjusted EBITDA. However, Adjusted net income, Adjusted EBITDA, Adjusted EBITDA excluding technology-

related license expenses, Adjusted EBITDA margin, Adjusted EBITDA margin excluding technology-related license expenses,

adjusted free cash flow and free cash flow are not measurements of financial performance under GAAP, and these metrics may

not be comparable to similarly titled measures of other companies. Adjusted net income is calculated as the sum of net income

(loss), interest expense, net, income tax expense, trade name impairment and amortization of intangible assets, less cash interest,

net and cash income taxes, and adjusted for certain non-recurring items. Adjusted EBITDA is calculated as the sum of Adjusted

net income, cash interest, net, cash income taxes, depreciation of property, plant and equipment and other adjustments as defined

by the Senior Secured Credit Facility and as further described below. Adjusted EBITDA excluding technology-related license

expenses is calculated as Adjusted EBITDA less technology-related license expenses. Adjusted EBITDA margin is calculated as

Adjusted EBITDA divided by net sales. Adjusted EBITDA margin excluding technology-related license expenses is calculated as

Adjusted EBITDA excluding technology-related license expenses divided by net sales. Free cash flow is calculated as net cash

provided by operating activities less capital expenditures. Adjusted free cash flow is free cash flow adjusted for non-recurring items.

We use Adjusted net income to measure our overall profitability because it better reflects our cash flow generation by capturing the

actual cash interest paid and cash taxes paid rather than our interest expense and tax expense as calculated under GAAP and

excludes the impact of the non-cash annual amortization of certain intangible assets that were created at the time of the

Acquisition Transaction. We use Adjusted EBITDA, Adjusted EBITDA excluding technology-related license expenses, Adjusted

EBITDA margin and Adjusted EBITDA margin excluding technology-related license expenses to evaluate and control our cash

operating costs and to measure our operating profitability. We use adjusted free cash flow and free cash flow to evaluate the

amount of cash generated by the business that, after the capital investment needed to maintain and grow our business, can be

used for strategic opportunities, including investing in our business and strengthening our balance sheet. We believe the

presentation of Adjusted net income, Adjusted EBITDA, Adjusted EBITDA excluding technology-related license expenses,

Adjusted EBITDA margin, Adjusted EBITDA margin excluding technology-related license expenses, adjusted free cash and free

cash flow enhances our investors' overall understanding of the financial performance and cash flow of our business.

You should not consider Adjusted net income, Adjusted EBITDA, Adjusted EBITDA excluding technology-related license expenses,

Adjusted EBITDA margin, Adjusted EBITDA margin excluding technology-related license expenses, adjusted free cash flow and

free cash flow as an alternative to net income (loss), determined in accordance with GAAP, as an indicator of operating

performance, or as an alternative to net cash provided by operating activities, determined in accordance with GAAP, as an

indicator of Allison’s cash flow.

Call Agenda

Q1 2013 Performance

Full Year 2013 Guidance Update

Q1 2013 Performance Summary

($ in millions)

Q1 2013

Q1 2012

% Variance

Net Sales

$457

$602

(24.0%)

Gross Margin %

43.4%

47.2%

(380 bps)

Adjusted Net Income

(1)

$80

$144

(44.8%)

Adjusted Free Cash Flow

(1)

$48

$120

(59.9%)

(1)

See Appendix for a reconciliation of Adjusted Net Income and Adjusted Free Cash Flow.

Net Sales: the decrease was principally driven by considerably lower demand in the North America energy sector’s hydraulic

fracturing market, relative to the same period in 2012, due to weakness in natural gas pricing, previously considered reductions

in U.S. defense spending and weaker Global On-Highway end markets. Partially offsetting these declines were price increases

on certain products.

Gross Margin: gross margin for the quarter was 43.4 percent, an increase of 60 basis points from a gross margin of 42.8

percent for the fourth quarter of 2012, the most recent quarter with a similar level of net sales. The fourth quarter of 2012 gross

margin excludes $15 million of costs and charges incurred to conclude a new five-year labor agreement.

Adjusted Net Income: the decrease was principally driven by decreased net sales, unfavorable material cost and $6 million of

technology-related license expenses in 2013 partially offset by improved manufacturing performance, price increases on

certain products, reduced global commercial spending activities, reduced product initiatives spending, decreased cash

interest expense as a result of debt refinancing and repayments, and $14 million of premiums and expenses in 2012 related to

redemptions of long-term debt.

Adjusted Free Cash Flow: the decrease from the same period in 2012 was principally driven by decreased net cash provided by

operating activities partially offset by reduced capital expenditures. The decrease in capital expenditures was principally driven

by the 2012 expansion of our India facility and lower product initiatives spending partially offset by increased investments in

productivity and replacement programs.

Commentary

Q1 2013 Sales Performance

End Markets

Q1 2013

Q1 2012

% Variance

Commentary

North America On-Hwy

$188

$219

(14%)

Decreased commercial vehicle production

North America Hybrid-

Propulsion Systems for

Transit Bus

$31

$35

(11%)

Decreased demand driven by municipal subsidy

and spending constraints, engine emission

improvements and non-hybrid alternative

technologies

North America Off-Hwy

$74

(89%)

Decreased demand from hydraulic fracturing

applications due to weakness in natural gas

pricing

Defense

$57

$77

(26%)

Continued reductions in U.S. defense spending

to longer term averages experienced during

periods without active conflicts

Outside North America

On-Hwy

$62

$66

(6%)

Weakness in Asia partially offset by Latin

America

Outside North America

Off-Hwy

$21

$32

(34%)

Decreased mining sector demand

Service Parts, Support

Equipment & Other

$90

$99

(9%)

Reduced demand for North America Off-Hwy

service parts and global support equipment

partially offset by price increases on certain

products

Total

$457

$602

(24%)

($ in millions)

Q1 2013 Financial Performance

($ in millions, except share data)

Q1 2013

Q1 2012

$ Var

% Var

Commentary

Net Sales

$457.4

$601.9

($144.5)

(24.0%)

Decrease was principally driven by considerably lower demand in

the North America energy sector’s hydraulic fracturing market,

relative to the same period in 2012, due to weakness in natural

gas pricing, previously considered reductions in U.S. defense

spending and weaker Global On-Highway end markets. Partially

offsetting these declines were price increases on certain

products.

Cost of Sales

$259.1

$318.1

$59.0

18.5%

Gross Profit

$198.3

$283.8

($85.5)

(30.1%)

Decreased net sales and unfavorable material cost partially

offset by improved manufacturing performance and price

increases on certain products

Operating Expenses

Selling, general and administrative expenses

$87.9

$101.2

$13.3

13.1%

$8 million of lower intangible asset amortization and reduced

global commercial spending activities

Engineering –

research and development

$29.0

$27.9

($1.1)

(3.9%)

A decrease of $5 million excluding the 2103 technology-related

license expense of $6 million

Total operating expenses

$116.9

$129.1

$12.2

9.5%

Operating Income

$81.4

$154.7

($73.3)

(47.4%)

Interest Expense, net

($33.9)

($40.7)

$6.8

16.7%

Decrease principally driven by debt repayments and refinancings

Other Expense, net

($3.1)

($30.8)

$27.7

89.9%

Decrease principally driven by 2012 payment to terminate

Sponsor services agreement, 2012 IPO related expenses and

2012 premiums and expenses related to redemptions of long-

term debt

Income Before Income Taxes

$44.4

$83.2

($38.8)

(46.6%)

Income Tax Expense

($16.9)

($25.2)

$8.3

32.9%

Net Income

$27.5

$58.0

($30.5)

(52.6%)

Diluted Earnings Per Share

$0.15

$0.31

($0.16)

(51.6%)

Q1 2013: 187.8M shares; Q1 2012: 186.2M shares

Adjusted EBITDA

(1)

$140.7

$223.0

($82.3)

(36.9%)

Adjusted EBITDA excluding technology-

related license expenses

(1)

$146.7

$223.0

($76.3)

(34.2%)

Adjusted Net Income

(1)

$79.5

$144.1

($64.6)

(44.8%)

(1)

See Appendix for a reconciliation from Net Income.

Q1 2013 Cash Flow Performance

($ in millions)

Q1 2013

Q1 2012

$ Variance

% Variance

Commentary

Net Cash Provided by

Operating Activities

$55

$140

($85)

(60.8%)

Principally driven by decreased

net sales

CapEx

$13

$36

($23)

(64.7%)

Principally driven by the 2012

expansion of our India facility and

lower product initiatives spending

partially offset by increased

investments in productivity and

replacement programs

Adjusted Free Cash

Flow

(1)

$48

$120

($72)

(59.9%)

Decreased net cash provided by

operating activities partially offset

by reduced capital expenditures

($ in millions)

Q1 2013

Q1 2012

$ Variance

% Variance

Commentary

Operating Working

Capital

(2)

Percentage of

LTM Sales

10.5%

8.8%

N/A

170 bps

Principally driven by LTM sales

reduction and 2013 sales

forecast

Cash Paid for Interest

$30

$36

($6)

(16.9%)

Principally driven by debt

repayments and refinancings

Cash Paid for Income

Taxes

($2)

(58.6%)

Decreased taxable income

(1)

See Appendix for a reconciliation of Adjusted Free Cash Flow.

(2)

Operating

Working

Capital

A/R

Inventory

–

A/P.

Full Year 2013 Guidance Update

Guidance

Commentary

Net Sales Growth from 2012

(6) to (8) percent

Consistent with our previous guidance we expect

low levels of demand in the North America energy

sector's hydraulic fracturing market, reductions in

U.S. defense spending to longer term averages

experienced during periods without active conflicts

and lower demand in the North America Hybrid-

Propulsion Systems for Transit Bus end market due

to municipal spending constraints to lead to net

sales reductions in these end markets. We also

expect that the majority of the full year 2013 net

sales reduction implied by the midpoint of our

guidance has occurred in the first quarter, and will

be followed by growth in the Global On-Highway

end markets for the balance of the year.

Adjusted EBITDA Margin excluding

technology-related license expenses

32 to 34 percent

Principally driven by sales mix and volume timing

Adjusted Free Cash Flow

($ in millions)

$325 to $375

$1.73 to $2.00 per diluted share

CapEx

($ in millions)

Maintenance

New Product Programs

$60 to $65

$20 to $25

New product programs subject to timely completion

of development and sourcing milestones

Cash Income Taxes

($ in millions)

$15 to $20

U.S. income tax shield and net operating loss

utilization

APPENDIX

Non-GAAP Financial Information

Non-GAAP Reconciliations

(1 of 2)

Adjusted Net Income and Adjusted EBITDA reconciliation

(1) Includes charges or income related to legacy employee benefits, shared income with General Motors, benefit plan adjustments, transitional costs to establish Allison as a stand-alone

entity, pension curtailment adjustments, employee stock compensation expense, service fees paid to Allison’s Sponsors and an adjustment for the settlement of litigation which

originated with the Predecessor but was assumed by the Company as part of the Acquisition Transaction.

$ in millions, Unaudited

Last twelve months

ended March 31,

2009

2010

2011

2012

2013

Net (loss) income

($323.9)

$29.6

$103.0

$514.2

$58.0

$27.5

$483.7

plus:

Interest expense, net

234.2

277.5

217.3

151.2

40.7

33.9

144.4

Cash interest expense

(242.5)

(239.1)

(208.6)

(167.3)

(36.1)

(30.0)

(161.2)

Income tax expense (benefit)

41.4

53.7

47.6

(298.0)

25.2

16.9

(306.3)

Cash income taxes

(5.5)

(2.2)

(5.8)

(10.7)

(2.9)

(1.2)

(9.0)

Fee to terminate services agreement with Sponsors

—

16.0

—

Technology-related investment expenses

—

14.4

—

2.5

16.9

Initial public offering expenses

—

6.1

5.7

—

0.4

Trade name impairment

190.0

—

Amortization of intangible assets

155.9

154.2

151.9

150.0

37.5

29.9

142.4

Adjusted net income

$49.6

$273.7

$305.4

$375.9

$144.1

$79.5

$311.3

Cash interest expense

242.5

239.1

208.6

167.3

36.1

30.0

161.2

Cash income taxes

5.5

2.2

5.8

10.7

2.9

1.2

9.0

Depreciation of property, plant and equipment

105.9

99.6

103.8

102.5

24.6

24.7

102.6

(Gain)/loss on repurchases of long-term debt

(8.9)

(3.3)

16.0

22.1

13.5

—

8.6

Dual power inverter module extended coverage

11.4

(1.9)

—

9.4

—

9.4

UAW Local 933 signing bonus

—

8.8

—

8.8

Benefit plan re-measurement

—

2.3

—

2.3

Unrealized (gain) loss on hedge contracts

(5.8)

0.1

6.8

(0.9)

(0.7)

1.9

1.7

Premiums and expenses on tender offer for long-term debt

—

56.9

—

Restructuring charges

47.9

—

Reduction of supply contract liability

—

(3.4)

—

Other, net

(1)

53.2

10.9

8.6

7.0

2.5

3.4

7.9

Adjusted EBITDA

$501.3

$617.0

$711.9

$705.1

$223.0

$140.7

$622.8

Adjusted EBITDA excluding technology-related license expenses

$501.3

$617.0

$711.9

$717.1

$223.0

$146.7

$640.8

Net Sales

$1,766.7

$1,926.3

$2,162.8

$2,141.8

$601.9

$457.4

$1,997.3

Adjusted EBITDA margin

28.4%

32.0%

32.9%

37.0%

30.8%

31.2%

Adjusted EBITDA margin excl technology-related license expenses

28.4%

32.0%

32.9%

33.5%

37.0%

32.1%

Three months ended

March 31,

For the year ended December 31,

$ in millions, Unaudited

Last twelve

months ended

March 31,

2009

2010

2011

2012

2013

Net Cash Provided by Operating Activities

$168.7

$388.9

$469.2

$497.5

$139.6

$54.7

$412.6

(Deductions) or Additions:

Long-lived assets

(88.2)

(73.8)

(96.9)

(123.9)

(35.7)

(12.6)

(100.8)

Fee to terminate services agreement with Sponsors

—

16.0

—

Technology-related license expenses

—

12.0

—

6.0

18.0

2009 Non-Recurring Activity

(1)

61.0

—

Adjusted Free Cash Flow

$141.5

$315.1

$372.3

$401.6

$119.9

$48.1

$329.8

Net Sales

$1,766.7

$1,926.3

$2,162.8

$2,141.8

$601.9

$457.4

$1,997.3

Adjusted Free Cash Flow (% to Net Sales)

8.0%

16.4%

17.2%

18.8%

19.9%

10.5%

16.5%

Three months ended

March 31,

For the year ended December 31,

Adjusted Free Cash Flow reconciliation

(1)

2009 adjusted for certain non-recurring activity: (a) capitalized accrued interest on Senior Toggle Notes ($29) million, (b) cash restructuring charge

$51

million,

(c)

accounts

payable

early

payments

million,

(d)

delayed

accounts

receivable

receipts

$19

million

and

(e)

Lehman

LIBOR

swap

settlement $17 million.

Non-GAAP Reconciliations

(2 of 2)