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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[x] Quarterly Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the quarterly period ended March 31, 2000
[ ] Transition Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the transition period from _________ to _________
Commission File No. 0-6394
PACCAR INC
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(Exact name of Registrant as specified in its charter)
Delaware 91-0351110
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
777 - 106th Ave. N.E., Bellevue, WA 98004
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(Address of principal executive offices) (Zip Code)
(425) 468-7400
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(Registrant's telephone number, including area code)
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(Former name, former address and former fiscal year,
if changed since last report)
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 at least the past 90 days. Yes _X_ No ___
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Common Stock, $1 par value--76,516,312 shares as of April 28, 2000
FORM 10-Q
PACCAR Inc AND SUBSIDIARIES
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INDEX
Page
----
PART I. FINANCIAL INFORMATION:
ITEM 1. FINANCIAL STATEMENTS:
Consolidated Statements of Income --
Three Months Ended March 31, 2000 and 1999 (unaudited).......... 3
Consolidated Balance Sheets --
March 31, 2000 (unaudited), and December 31, 1999............... 4
Condensed Consolidated Statements of Cash Flows --
Three Months Ended March 31, 2000 and 1999 (unaudited).......... 6
Notes to Consolidated Financial Statements......................... 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATIONS AND FINANCIAL CONDITION........................ 10
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK...................................................... 11
PART II. OTHER INFORMATION:
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS................................................... 12
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K ............................ 13
SIGNATURE.................................................................... 14
INDEX TO EXHIBITS............................................................ 15
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FORM 10-Q
PACCAR Inc AND SUBSIDIARIES
PART I--FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
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Consolidated Statements of Income (Unaudited)
(Millions Except per Share Amounts)
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Three Months Ended March 31 2000 1999
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TRUCK AND OTHER:
Net sales $2,222.8 $2,068.6
Costs and Expenses
Cost of sales 1,898.3 1,755.8
Selling, general and administrative 110.4 149.1
Interest and other, net 1.3 2.9
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2,010.0 1,907.8
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Truck and Other Income Before Income Taxes 212.8 160.8
FINANCIAL SERVICES:
Revenues 108.5 84.5
Costs and Expenses
Interest and other 66.5 49.0
Selling, general and administrative 14.8 14.2
Provision for losses on receivables 8.0 3.0
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89.3 66.2
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Financial Services Income Before Income Taxes 19.2 18.3
Investment income 10.8 8.3
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Total Income Before Income Taxes 242.8 187.4
Income taxes 87.9 67.9
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Net Income $ 154.9 $ 119.5
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Net Income Per Share:
Basic $ 1.99 $ 1.53
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Diluted 1.98 1.52
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Weighted Average Number of Basic Shares Outstanding 77.7 78.1
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Dividends declared per share $ .30 $ .20
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See Notes to Consolidated Financial Statements.
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FORM 10-Q
PACCAR Inc AND SUBSIDIARIES
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Consolidated Balance Sheets March 31 December 31
ASSETS (Millions of Dollars) 2000 1999*
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TRUCK AND OTHER: (Unaudited)
Current Assets
Cash and cash equivalents $ 492.1 $ 511.5
Trade and other receivables, net of allowance for losses 608.1 570.2
Marketable securities 499.4 530.7
Inventories 391.3 384.5
Deferred taxes and other current assets 119.3 122.1
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Total Truck and Other Current Assets 2,110.2 2,119.0
Equipment on lease, goodwill and other 355.8 356.2
Property, plant and equipment, net 846.5 875.3
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Total Truck and Other Assets 3,312.5 3,350.5
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FINANCIAL SERVICES:
Cash and cash equivalents 23.4 16.9
Finance and other receivables, net of allowance for losses 5,065.6 4,766.5
Less unearned interest (335.6) (326.3)
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4,730.0 4,440.2
Equipment on operating leases, net 103.0 91.2
Other assets 40.8 34.2
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Total Financial Services Assets 4,897.2 4,582.5
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$8,209.7 $7,933.0
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-4-
FORM 10-Q
PACCAR Inc AND SUBSIDIARIES
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March 31 December 31
LIABILITIES AND STOCKHOLDERS' EQUITY 2000 1999*
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TRUCK AND OTHER: (Unaudited)
Current Liabilities
Accounts payable and accrued expenses $1,338.1 $1,259.5
Current portion of long-term debt and commercial paper 76.1 70.1
Dividend payable 125.3
Income taxes 137.3 78.9
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Total Truck and Other Current Liabilities 1,551.5 1,533.8
Long-term debt 176.5 182.2
Other, including deferred taxes 400.8 395.7
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Total Truck and Other Liabilities 2,128.8 2,111.7
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FINANCIAL SERVICES:
Accounts payable, accrued expenses and other 99.8 114.9
Commercial paper and bank loans 2,307.0 2,113.4
Long-term debt 1,344.7 1,292.3
Deferred income taxes and other 192.4 190.1
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Total Financial Services Liabilities 3,943.9 3,710.7
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STOCKHOLDERS' EQUITY
Preferred stock, no par value:
Authorized 1.0 million shares, none issued
Common stock, $1 par value: Authorized 200.0 million
shares, 78.5 million shares issued
(including 1.9 million treasury shares) 78.5 78.3
Additional paid-in capital 632.7 626.9
Retained earnings 1,712.4 1,580.9
Less treasury shares--at cost (81.9)
Accumulated other comprehensive income (loss) (204.7) (175.5)
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Total Stockholders' Equity 2,137.0 2,110.6
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$8,209.7 $7,933.0
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* The December 31, 1999, consolidated balance sheet has been derived from
audited financial statements.
See Notes to Consolidated Financial Statements.
-5-
FORM 10-Q
PACCAR Inc AND SUBSIDIARIES
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Condensed Consolidated Statements of Cash Flows (Unaudited)
(Millions of Dollars)
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THREE MONTHS ENDED MARCH 31 2000 1999
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NET CASH PROVIDED BY OPERATING ACTIVITIES $ 300.2 $ 234.6
INVESTING ACTIVITIES:
Finance receivables originated (693.3) (416.2)
Collections on finance receivables 497.2 329.0
Net increase in wholesale receivables (109.5) (68.4)
Marketable securities purchased (52.2) (140.0)
Marketable securities maturities and sales 83.0 117.8
Acquisition of property, plant, and equipment (14.9) (63.6)
Acquisition of equipment for operating leases (23.9) (7.8)
Proceeds from asset disposals 10.0 18.0
Other (25.8) (7.7)
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Net Cash Used in Investing Activities (329.4) (238.9)
FINANCING ACTIVITIES:
Cash dividends paid (148.7) (141.0)
Purchase of treasury shares (81.9)
Stock option transactions 4.7 .4
Net increase in commercial paper and bank loans 206.5 51.3
Proceeds from long-term debt 198.7 264.1
Payments on long-term debt (148.3) (149.7)
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Net Cash Provided by Financing Activities 31.0 25.1
Effect of exchange rate changes on cash (14.7) (17.5)
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Net (Decrease) Increase in Cash and Equivalents (12.9) 3.3
Cash and equivalents at beginning of period 528.4 432.4
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Cash and equivalents at end of period $ 515.5 $ 435.7
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See Notes to Consolidated Financial Statements.
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FORM 10-Q
PACCAR Inc AND SUBSIDIARIES
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Notes to Consolidated Financial Statements (Millions of Dollars)
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NOTE A--Basis of Presentation
The accompanying unaudited consolidated financial statements have been prepared
in accordance with the instructions to Form 10-Q and Article 10 of Regulation
S-X. Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have been
included. Operating results for the three month period ended March 31, 2000 are
not necessarily indicative of the results that may be expected for the year
ended December 31, 2000. For further information, refer to the consolidated
financial statements and footnotes included in the Company's annual report on
Form 10-K for the year ended December 31, 1999.
Reclassifications: Certain prior year amounts have been reclassified to conform
to the 2000 presentation.
NOTE B--Inventories
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March 31 December 31
2000 1999
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Inventories at cost: (Unaudited)
Finished products $ 257.3 $ 203.4
Work in process and raw materials 260.1 305.8
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517.4 509.2
Less LIFO reserve (126.1) (124.7)
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$ 391.3 $ 384.5
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Under the LIFO method of accounting (used for approximately 49% of March 31,
2000 inventories), an actual valuation can be made only at the end of each year
based on year-end inventory levels and costs. Accordingly, interim valuations
are based on management's estimates of those year-end amounts. Based on present
estimates of year-end inventory levels, no significant liquidations of LIFO
inventory quantities are expected. Because inventory levels and costs are
subject to many forces beyond management's control, the present estimates are
subject to the final year-end LIFO inventory valuation.
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FORM 10-Q
PACCAR Inc AND SUBSIDIARIES
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Notes to Consolidated Financial Statements (In Millions, Except Share Amounts)
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NOTE C--Stockholders' Equity
Diluted Earnings Per Share
The following table shows the additional shares added to basic shares
outstanding to calculate diluted earnings per share. These amounts represent
primarily the dilutive effect of stock options outstanding.
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Three Months Ended March 31 (Unaudited) 2000 1999
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Additional shares 479,000 505,000
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Comprehensive Income
The components of comprehensive income, net of any related tax, are as follows:
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Three Months Ended March 31 (Unaudited) 2000 1999
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Net income $ 154.9 $ 119.5
Net unrealized (losses) gains on securities (6.2) .1
Foreign currency translation adjustments (23.0) (25.0)
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Total comprehensive income $ 125.7 $ 94.6
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Accumulated Other Comprehensive Loss
Accumulated other comprehensive loss was comprised of the following:
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March 31 December 31
2000 1999
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(Unaudited)
Net unrealized losses on securities $ (12.6) $ (6.4)
Accumulated foreign currency translation adjustments (192.1) (169.1)
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Net accumulated other comprehensive loss $(204.7) $(175.5)
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Other
PACCAR previously announced a plan to purchase, on the open market, up to two
million shares of its outstanding common stock. During the first quarter of
2000, PACCAR purchased 1.9 million shares of stock at a total cost of $81.9. All
shares were purchased at prevailing market prices.
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FORM 10-Q
PACCAR Inc AND SUBSIDIARIES
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Notes to Consolidated Financial Statements (Millions of Dollars)
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NOTE D--Segment Information
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Three Months Ended March 31 (Unaudited) 2000 1999
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Revenues:
Net sales
Trucks $2,208.6 $2,001.6
All other 14.2 67.0
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2,222.8 2,068.6
Financial Services revenues 108.5 84.5
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$2,331.3 $2,153.1
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Income before income taxes:
Truck $ 207.5 $ 162.2
All other 5.3 (1.4)
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212.8 160.8
Financial Services 19.2 18.3
Investment income 10.8 8.3
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$ 242.8 $ 187.4
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Included in "All other" is PACCAR's industrial winch manufacturing business and
other sales, income and expense not attributable to a reportable segment,
including a portion of corporate expense. In 1999, this caption also included
the Company's retail auto parts business, which was sold in the fourth quarter
of 1999.
Note E--Other
Interest expense on Truck and Other external borrowings amounted to $3.3 and
$3.1 for the three months ended March 31, 2000, and 1999, respectively.
-9-
FORM 10-Q
PACCAR Inc AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
RESULTS OF OPERATIONS:
PACCAR recorded higher sales and net income in the first quarter of 2000
compared to year-earlier levels. Consolidated net sales grew 7% to $2.2
billion compared to $2.1 billion in the first quarter of 1999. Net income
increased to $154.9 million from the $119.5 million earned in 1999, a 30%
improvement.
Truck segment net sales in the first quarter of 2000 grew 10% to $2.2
billion compared to $2.0 billion in the first quarter of 1999. Segment
income before taxes improved 28% to $207.5 million this year from $162.2
million last year. These increases were primarily attributable to higher
unit volumes in the United States, Canada, Mexico and Australia. While unit
volumes were also up in Europe, the resulting increase in sales and income
before taxes, as stated in euros, was offset by a 12% lower average
exchange rate. A company-wide cost reduction program, further aided by the
movement in the exchange rate for the euro, helped lower selling, general
and administrative (SG&A) expenses. The effect of higher unit volumes and
reduced SG&A served to more than offset the effect of lower overall gross
margin percentages.
During the first quarter of 2000, truck sales were strong in Europe, and
DAF increased production by 15% to meet customer demand. The incoming order
rate in the North American truck market was lower due to increased fuel
prices and higher used truck inventories.
In the Financial Services segment, consolidated net loan and lease
portfolios grew by 30% compared to the net balance at March 31, 1999. The
larger portfolio contributed to a 28% increase in Financial Services
revenues. Higher fuel costs resulting from price increases that began in
late 1999 continued to impact operating margins for many truck operators.
This was a contributing factor to the higher credit losses experienced by
PACCAR's U.S. finance company in the current year. The provision for losses
increased to $8.0 million compared to $3.0 million last year due in part to
a corresponding growth in the overall portfolio, but also because of the
higher credit loss experience. Segment SG&A remained at levels comparable
to the prior year. Segment pretax income grew 4.9% to $19.2 million from
$18.3 million a year ago.
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FORM 10-Q
PACCAR Inc AND SUBSIDIARIES
LIQUIDITY AND CAPITAL RESOURCES:
PACCAR's ratio of Truck and Other current assets to current liabilities
moved from 1.38 at December 31, 1999, to 1.36 at March 31, 2000.
The increase in net cash provided by operating activities in 2000 resulted
from a combination of higher net income and changes in components of
working capital. During the first quarter of 2000, the Company paid a
special year-end and its regular first quarter cash dividends. The regular
quarterly cash dividend was increased 50% over the prior year rate. In
addition, the Company repurchased 1.9 million shares of its stock under a
two million share repurchase plan authorized, as previously announced by
its Board of Directors. The remainder of the two million shares were
purchased in early April. Acquisitions of property, plant and equipment in
the current year are substantially lower than the prior year due primarily
to the completion, in 1999, of the Company's truck plant at Ste. Therese,
Canada, and due to a difference in the timing of capital expenditures. The
Financial Services segment used additional cash to fund the continued
growth of its loan and lease portfolios. To fund the preceding activities,
PACCAR used cash from operations, additional short- and long-term
borrowings and a portion of marketable securities.
In March 2000, PACCAR's largest financial services subsidiary, PACCAR
Financial Corp., completed a shelf registration under the Securities Act of
1933 to issue up to $2.5 billion of senior debt securities to the public.
The effect of exchange rate changes on cash in both years is primarily
attributable to changes in the euro in relation to the U.S. dollar.
Other information on liquidity and sources of capital as presented in the
1999 Annual Report to Stockholders continues to be relevant.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes in the Company's market risk during the
three months ended March 31, 2000. For additional information, refer to
Item 7a as presented in the 1999 Annual Report to Stockholders.
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FORM 10-Q
PACCAR Inc AND SUBSIDIARIES
PART II--OTHER INFORMATION
For Items 1, 2, 3 and 5, there was no reportable information for any of the
three months ended March 31, 2000.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) The annual meeting of stockholders was held on April 25, 2000.
(b) The following persons were elected to serve as directors:
Class II - Term Expiring in 2003
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James C. Pigott
Mark C. Pigott
William G. Reed, Jr.
Other persons whose term of office as a director continued after the
meeting:
Class III - Term Expiring in 2001
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David K. Newbigging
Charles M. Pigott
Harold A. Wagner
Class I - Term Expiring in 2002
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John M. Fluke, Jr.
Gerald Grinstein
David J. Hovind
Michael A. Tembreull
(c) Following is a brief description and vote count of all items voted
upon at the annual meeting:
ITEM NO. 1: ELECTION OF DIRECTORS
Directors were elected with the following vote:
Shares
Voted Shares
"For" "Withheld" Nonvotes
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James C. Pigott 71,883,051 1,250,000 0
Mark C. Pigott 67,338,289 5,794,762 0
William G. Reed, Jr. 72,200,300 932,751 0
ITEM NO. 2: APPROVAL OF THE PACCAR INC RESTRICTED STOCK AND DEFERRED
COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS
Item No. 2 was approved with the following vote:
Shares Abstentions
Voted and Shares
"For" Voted "Against" Nonvotes
---------- --------------- --------
69,593,040 3,540,011 0
-12-
FORM 10-Q
PACCAR Inc AND SUBSIDIARIES
ITEM NO. 3: STOCKHOLDER PROPOSAL REGARDING THE INDEPENDENT MANAGEMENT
OF THE BOARD OF DIRECTORS
Item No. 3 was not approved with the following vote:
Shares Abstentions
Voted and Shares
"For" Voted "Against" Nonvotes
---------- --------------- --------
19,416,693 49,624,661 4,091,697
(d) None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Any exhibits filed herewith are listed in the accompanying index to
exhibits.
(b) No reports on Form 8-K have been filed for the quarter ended March 31,
2000.
-13-
FORM 10-Q
PACCAR Inc AND SUBSIDIARIES
SIGNATURE
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.
PACCAR INC
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(Registrant)
Date May 10, 2000 By /s/ G. D. Hatchel
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G. D. Hatchel
Vice President and Controller
(Authorized Officer and
Chief Accounting Officer)
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FORM 10-Q
PACCAR Inc AND SUBSIDIARIES
INDEX TO EXHIBITS
EXHIBIT (IN ORDER OF ASSIGNED INDEX NUMBERS)
3 Articles of incorporation and bylaws:
(a) PACCAR Inc Certificate of Incorporation, as amended to April 29, 1997
(incorporated by reference to the Quarterly Report on Form 10-Q for
the quarter ended March 31, 1997).
(b) PACCAR Inc Bylaws, as amended to April 26, 1994 (incorporated by
reference to the Quarterly Report on Form 10-Q for the quarter ended
March 31, 1994).
4 Instruments defining the rights of security holders, including indentures:
(a) Rights agreement dated as of December 10, 1998 between PACCAR Inc and
First Chicago Trust Company of New York setting forth the terms of the
Series A Junior Participating Preferred Stock, no par value per share
(incorporated by reference to Exhibit 4.1 of the Current Report on
Form 8-K of PACCAR Inc dated December 21, 1998).
(b) Indenture for Senior Debt Securities dated as of December 1, 1983, and
first Supplemental Indenture dated as of June 19, 1989, between PACCAR
Financial Corp. and Citibank, N.A., Trustee (incorporated by reference
to Exhibit 4.1 of the Annual Report on Form 10-K of PACCAR Financial
Corp. dated March 26, 1984, File Number 0-12553 and Exhibit 4.2 to
PACCAR Financial Corp.'s registration statement on Form S-3 dated June
23, 1989, Registration No. 33-29434).
(c) Forms of Medium-Term Note, Series G (incorporated by reference to
Exhibits 4.3A and 4.3B to PACCAR Financial Corp.'s Registration
Statement on Form S-3, dated December 8, 1993, Registration Number
33-51335).
Form of Letter of Representation among PACCAR Financial Corp.,
Citibank, N.A., and the Depository Trust Company, Series G
(incorporated by reference to Exhibit 4.4 to PACCAR Financial Corp.'s
Registration Statement on Form S-3, dated December 8, 1993,
Registration Number 33-51335).
(d) Forms of Medium-Term Note, Series H (incorporated by reference to
Exhibits 4.3A and 4.3B to PACCAR Financial Corp.'s Registration
Statement on Form S-3, dated March 11, 1996, Registration Number
333-01623).
Form of Letter of Representation among PACCAR Financial Corp.,
Citibank, N.A. and the Depository Trust Company, Series H
(incorporated by reference to Exhibit 4.4 to PACCAR Financial Corp.'s
Registration Statement on Form S-3 dated March 11, 1996, Registration
Number 333-01623).
-15-
FORM 10-Q
PACCAR Inc AND SUBSIDIARIES
INDEX TO EXHIBITS
EXHIBIT (IN ORDER OF ASSIGNED INDEX NUMBERS)
(e) Forms of Medium-Term Note, Series I (incorporated by reference to
Exhibits 4.3A and 4.3B to PACCAR Financial Corp.'s Registration
Statement on Form S-3 dated September 10, 1998, Registration Number
333-63153).
Form of Letter of Representation among PACCAR Financial Corp.,
Citibank, N.A. and the Depository Trust Company, Series I
(incorporated by reference to Exhibit 4.5 to PACCAR Financial Corp.'s
Registration Statement on Form S-3 dated September 10, 1998,
Registration Number 333-63153).
(f) Forms of Medium-Term Note, Series J (incorporated by reference to
Exhibits 4.2A and 4.2B to PACCAR Financial Corp.'s Registration
Statement on Form S-3 dated March 2, 2000, Registration Number
333-31502).
Form of Letter of Representation among PACCAR Financial Corp.,
Citibank, N.A. and the Depository Trust Company, Series J
(incorporated by reference to Exhibit 4.3 to PACCAR Financial Corp.'s
Registration Statement on Form S-3 dated March 2, 2000, Registration
Number 333-31502)
10 Material contracts:
(a) PACCAR Inc Incentive Compensation Plan (incorporated by reference to
Exhibit (10)(a) of the Annual Report on Form 10-K for the year ended
December 31, 1980).
(b) PACCAR Inc Deferred Compensation Plan for Directors (incorporated by
reference to Exhibit (10)(b) of the Annual Report on Form 10-K for the
year ended December 31, 1980).
(c) Supplemental Retirement Plan (incorporated by reference to Exhibit
(10)(c) of the Annual Report on Form 10-K for the year ended December
31, 1980).
(d) 1981 Long Term Incentive Plan (incorporated by reference to Exhibit A
of the 1982 Proxy Statement, dated March 25, 1982).
(e) Amendment to 1981 Long Term Incentive Plan (incorporated by reference
to Exhibit (10)(a) of the Quarterly Report on Form 10-Q for the
quarter ended March 31, 1991).
(f) PACCAR Inc 1991 Long-Term Incentive Plan (incorporated by reference to
Exhibit C of the 1997 Proxy Statement, dated March 20, 1997).
(g) Amended and Restated Deferred Incentive Compensation Plan
(incorporated by reference to Exhibit (10)(g) of the Annual Report on
Form 10-K for the year ended December 31, 1993).
-16-
FORM 10-Q
PACCAR Inc AND SUBSIDIARIES
INDEX TO EXHIBITS
EXHIBIT (IN ORDER OF ASSIGNED INDEX NUMBERS)
(h) PACCAR Inc Senior Executive Incentive Plan (incorporated by reference
to Exhibit D of the 1997 Proxy Statement, dated March 20, 1997).
(i) PACCAR Inc Restricted Stock and Deferred Compensation Plan for
Non-employee Directors (Incorporated by reference to Appendix A of the
2000 Proxy Statement, dated March 16, 2000).
27 Financial Data Schedule
(a) For the three months ended March 31, 2000
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