UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- FORM 10-Q (Mark one) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For quarterly period ended September 30, 1996 OR [ ] 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. 0-12553 PACCAR Financial Corp. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Washington 91-6029712 - -------------------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 777 - 106th Avenue N.E., Bellevue, WA 98004 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (206) 462-4100 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (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 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: 145,000 shares at October 31, 1996. THE REGISTRANT IS A WHOLLY OWNED SUBSIDIARY OF PACCAR INC AND MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION H(1)(a) AND (b) OF FORM 10-Q AND IS, THEREFORE, FILING THIS FORM WITH THE REDUCED DISCLOSURE FORMAT. Item 1 FINANCIAL STATEMENTS PACCAR Financial Corp. STATEMENTS OF INCOME AND RETAINED EARNINGS (Thousands of Dollars) Three Months Ended Nine Months Ended September 30 September 30 1996 1995 1996 1995 - ----------------------------------------------------------------------------------------------------------------------------- (Unaudited) (Unaudited) Interest and other income $ 44,025 $ 41,470 $131,664 $118,414 Rentals on operating leases 2,939 3,188 8,946 9,819 - ----------------------------------------------------------------------------------------------------------------------------- TOTAL FINANCE INCOME 46,964 44,658 140,610 128,233 Interest expense 24,552 23,055 73,786 65,119 Other borrowing expense 419 378 1,325 1,137 Depreciation expense related to operating leases 2,333 2,562 7,181 7,828 - ----------------------------------------------------------------------------------------------------------------------------- TOTAL FINANCE EXPENSES 27,304 25,995 82,292 74,084 FINANCE MARGIN 19,660 18,663 58,318 54,149 Insurance premiums earned 1,405 1,123 4,110 3,089 Insurance claims and underwriting expenses 976 969 2,906 2,787 - ----------------------------------------------------------------------------------------------------------------------------- INSURANCE MARGIN 429 154 1,204 302 Selling, general and administrative expenses 6,025 5,559 18,055 17,456 Provision for losses on receivables 931 1,178 2,211 3,140 - ----------------------------------------------------------------------------------------------------------------------------- INCOME BEFORE INCOME TAXES 13,133 12,080 39,256 33,855 Federal and state income taxes 5,115 4,859 15,284 13,627 - ----------------------------------------------------------------------------------------------------------------------------- NET INCOME 8,018 7,221 23,972 20,228 Retained earnings at beginning of period 242,036 214,101 229,015 203,809 Cash dividends paid - - (2,933) (2,715) - ----------------------------------------------------------------------------------------------------------------------------- RETAINED EARNINGS AT END OF PERIOD $250,054 $221,322 $250,054 $221,322 - ----------------------------------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------------------------- Earnings per share and dividends per share are not reported because the Company is a wholly owned subsidiary of PACCAR Inc. See notes to financial statements. -2- PACCAR Financial Corp. BALANCE SHEETS (Thousands of Dollars) September 30 December 31 1996 1995* - ------------------------------------------------------------------------------- (Unaudited) ASSETS Cash $ 11,006 $ 5,967 Net finance and other receivables 2,034,569 2,051,135 Allowance for losses (35,875) (35,790) - ------------------------------------------------------------------------------ 1,998,694 2,015,345 Equipment on operating leases, net of allowance for depreciation of $20,688 (1995--$20,889) 33,702 40,905 Other assets 12,009 12,188 - ------------------------------------------------------------------------------ TOTAL ASSETS $2,055,411 $2,074,405 - ------------------------------------------------------------------------------ LIABILITIES Accounts payable and accrued expenses $30,474 $36,461 Payable for finance receivables acquired 9,160 34,504 Commercial paper and other short-term borrowings 688,629 657,856 Medium-term notes 962,400 999,500 Income taxes-current & deferred 60,099 64,613 - ------------------------------------------------------------------------------ TOTAL LIABILITIES 1,750,762 1,792,934 - ------------------------------------------------------------------------------ STOCKHOLDER'S EQUITY Preferred stock, par value $100 per share 6% noncumulative and nonvoting 450,000 shares authorized, 310,000 shares issued and outstanding 31,000 31,000 Common stock, par value $100 per share 200,000 shares authorized, 145,000 shares issued and outstanding 14,500 14,500 Paid in capital 9,095 6,956 Retained earnings 250,054 229,015 - ------------------------------------------------------------------------------ TOTAL STOCKHOLDER'S EQUITY 304,649 281,471 - ------------------------------------------------------------------------------ TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $2,055,411 $2,074,405 - ------------------------------------------------------------------------------ - ------------------------------------------------------------------------------ *The December 31, 1995 Balance Sheet has been derived from audited financial statements. See notes to financial statements. -3- PACCAR Financial Corp. STATEMENTS OF CASH FLOWS (Thousands of Dollars) Nine Months Ended September 30 1996 1995 - ------------------------------------------------------------------------------ (Unaudited) OPERATING ACTIVITIES: Net income $ 23,972 $ 20,228 Items included in net income not affecting cash: Provision for losses on receivables 2,211 3,140 Decrease in deferred taxes payable (7,373) (7,818) Depreciation and amortization 10,528 10,616 Increase in payables, income taxes and other (8,067) (910) - ------------------------------------------------------------------------------ NET CASH PROVIDED BY OPERATING ACTIVITIES 21,271 25,256 INVESTING ACTIVITIES: Finance and other receivables acquired (774,412) (757,923) Collections on finance and other receivables 684,458 579,138 Net decrease (increase) in wholesale receivables 77,135 (76,629) Acquisition of equipment for operating leases (4,654) (5,600) Proceeds from disposal of equipment 8,364 6,443 - ------------------------------------------------------------------------------ NET CASH USED IN INVESTING ACTIVITIES (9,109) (254,571) FINANCING ACTIVITIES: Net increase in commercial paper and other short-term borrowings 30,772 176,773 Decrease in advances payable to PACCAR Inc - (46,000) Proceeds from medium-term notes 312,000 373,000 Payments of medium-term notes (349,100) (276,450) Additions to paid in capital 2,138 2,490 Payment of cash dividend (2,933) (2,715) - ------------------------------------------------------------------------------ NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES (7,123) 227,098 NET INCREASE (DECREASE) IN CASH 5,039 (2,217) CASH AT BEGINNING OF PERIOD 5,967 8,956 - ------------------------------------------------------------------------------ CASH AT END OF PERIOD $ 11,006 $ 6,739 - ------------------------------------------------------------------------------ - ------------------------------------------------------------------------------ See notes to financial statements. -4- PACCAR Financial Corp. NOTES TO FINANCIAL STATEMENTS NOTE A--BASIS OF PRESENTATION The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. However, in the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. For further information, refer to the financial statements and footnotes included in PACCAR Financial Corp.'s ("the Company") Annual Report on Form 10-K for the year ended December 31, 1995. Reclassifications: Certain prior year amounts have been reclassified to conform to the 1996 presentation. NOTE B--TRANSACTIONS WITH PACCAR INC The Company has a Support Agreement with PACCAR Inc which requires, among other provisions, that PACCAR Inc provide financial assistance as necessary to assure that the ratio of earnings to fixed charges (as defined) of the Company will not fall below a level of 1.25 to 1 for a full fiscal year. The ratio for the nine- month period ended September 30, 1996 was 1.63 to 1 (see Exhibit 12.2). PACCAR Inc charges the Company for certain administrative services it provides. These costs are charged to the Company based upon the Company's specific use of the services and PACCAR Inc's cost. Management considers these charges reasonable and not significantly different from the costs that would be incurred if the Company were on a stand-alone basis. In lieu of payment, PACCAR Inc recognizes certain of these administrative services as an additional investment in the Company. The Company records the investment as paid-in capital. Annually, the Company intends to pay a dividend to PACCAR Inc for the amount invested in the prior year. Cash dividends of $2.9 million and $2.7 million were paid to PACCAR Inc in 1996 and 1995, respectively. Occasionally, the Company borrows funds from PACCAR Inc and makes market-rate, short-term loans to PACCAR Inc. At September 30, 1996 and 1995, there were no outstanding loans for the Company from or to PACCAR Inc. NOTE C--PREFERRED STOCK The Company's Articles of Incorporation provide that the 6% noncumulative, nonvoting preferred stock (100% owned by PACCAR Inc) is redeemable only at the option of the Company's Board of Directors. -5- Item 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS Pre-tax income for the third quarter and nine months ended September 30, 1996 increased to $13.1 million and $39.3 million, respectively, compared to pre-tax income of $12.1 million and $33.9 million for the third quarter and year-to-date periods in 1995. The earnings improvement for both periods resulted primarily from a higher finance margin. The finance margin benefited from a 12% increase in year-to-date average net receivables at September 30, 1996 compared to year- to-date average net receivables at September 30, 1995, which was partially offset by a lower average margin rate earned on the receivables. Growth in the physical damage insurance program, as well as a more favorable loss experience, contributed to higher insurance margins for both the quarter and nine months ended September 30, 1996, compared to the corresponding periods in 1995. Selling, general and administrative expenses increased 8% for the third quarter and 3% year-to-date 1996 compared to the same periods in 1995 to support the higher level of business activities. Slower growth in net receivables resulted in a decrease in the provision for losses of 21% for the third quarter and 30% year-to-date 1996 compared to the corresponding periods in 1995. At September 30, 1996, the allowance for losses was 1.74% of earning assets. The comparable percentages at September 30, 1995 and December 31, 1995 were 1.71% and 1.72%, respectively. As a result of the foregoing factors, net income for the third quarter increased 11% to $8.0 million in 1996 versus $7.2 million in 1995. Net income for the nine months ended September 30, 1996 increased 19% to $24.0 million from $20.2 million a year earlier. LIQUIDITY AND CAPITAL RESOURCES The Company used cash from operations of $21.2 million to fund portfolio growth of $9.1 million, reduce net financing by $7.1 million and increase cash reserves by $5.0 million during the nine months ended September 30, 1996. The funds from financing activities continued to be provided primarily by the issuance of commercial paper and medium-term notes. In order to minimize exposure to fluctuations in interest rates, the Company seeks to borrow funds or enter into interest rate contracts with interest rate characteristics similar to the characteristics of its receivables and leases. Other considerations which affect the Company's funding operations include the amount of fixed and variable rate receivables, the maturity schedule of existing debt, the availability of desired debt maturities and the level of interest rates. As of September 30, 1996, the Company and PACCAR Inc together maintained unused bank lines of credit of $355 million which are largely used to support the Company's commercial paper borrowings. Other information on liquidity and sources of capital as presented in the Company's 1995 Annual Report on Form 10-K continues to be relevant. -6- PART II--OTHER INFORMATION Item 6 EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits filed as part of this report are listed in the accompanying Exhibit Index. (b) There were no reports on Form 8-K for the quarter ended September 30, 1996. -7- PACCAR Financial Corp. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. PACCAR Financial Corp. (Registrant) Date: November 5, 1996 BY: /S/ T. R. Morton ----------------------------- T. R. Morton President (Authorized Officer) BY: /S/ M. T. Barkley ----------------------------- M. T. Barkley Controller (Chief Accounting Officer) -8- PACCAR Financial Corp. EXHIBIT INDEX 3.1 Restated Articles of Incorporation of the Company, as amended (incorporated by reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K dated March 26, 1985. Amendment incorporated by reference to Exhibit 19.1 to the Company's Quarterly Report on Form 10-Q dated August 13, 1985, File Number 0-12553). 3.2 By-Laws of the Company, as amended (incorporated by reference to Exhibit 3.2 to the Company's Registration Statement on Form 10 dated October 20, 1983, File Number 0-12553). 4.1 Indenture for Senior Debt Securities dated as of December 1, 1983 and first Supplemental Indenture dated as of June 19, 1989 between the Company and Citibank, N.A. (incorporated by reference to Exhibit 4.1 to the Company's Annual Report on Form 10-K dated March 26, 1984, File Number 0-12553 and Exhibit 4.2 to the Company's Registration Statement on Form S-3 dated June 23, 1989, Registration Number 33-29434). 4.2 Forms of Medium-Term Note, Series E (incorporated by reference to Exhibits 4.3A, 4.3B and 4.3C to the Company's Registration Statement on Form S-3 dated June 23, 1989, Registration Number 33-29434, and Forms of Medium-Term Note, Series E, incorporated by reference to Exhibit 4.3B.1 to the Company's Current Report on Form 8-K dated December 19, 1991, under Commission File Number 0-12553). Letter of Representation among the Company, Citibank, N.A. and the Depository Trust Company, Series E, dated July 6, 1989 (incorporated by reference to Exhibit 4.3 of the Company's Annual Report on Form 10-K dated March 29, 1990, File Number 0-12553). 4.3 Forms of Medium-Term Note, Series F (incorporated by reference to Exhibits 4.3A, 4.3B and 4.3C to the Company's Registration Statement on Form S-3 dated May 26, 1992, Registration Number 33-48118). Form of Letter of Representation among the Company, Citibank, N.A. and the Depository Trust Company, Series F (incorporated by reference to Exhibit 4.4 to the Company's Registration Statement on Form S-3 dated May 26, 1992, Registration Number 33-48118). 4.4 Forms of Medium-Term Note, Series G (incorporated by reference to Exhibits 4.3A and 4.3B to the Company's Registration Statement on Form S- 3 dated December 8, 1993, Registration Number 33-51335). Form of Letter of Representation among the Company, Citibank, N.A. and the Depository Trust Company, Series G (incorporated by reference to Exhibit 4.4 to the Company's Registration Statement on Form S-3 dated December 8, 1993, Registration Number 33-51335). 4.5 Forms of Medium-Term Note, Series H (incorporated by reference to Exhibits 4.3A and 4.3B to the Company's Registration Statement on Form S- 3 dated March 11, 1996, Registration Number 333-01623). Form of Letter of Representation among the Company, Citibank, N.A. and the Depository Trust Company, Series H (incorporated by reference to Exhibit 4.4 to the Company's -9- Registration Statement on Form S-3 dated March 11, 1996, Registration Number 333-01623). 10.1 Support Agreement between the Company and PACCAR Inc dated as of June 19, 1989 (incorporated by reference to Exhibit 28.1 to the Company's Registration Statement on Form S-3 dated June 23, 1989, Registration Number 33-29434). 12.1 Statement re computation of ratio of earnings to fixed charges of the Company pursuant to SEC reporting requirements for the nine-month periods ended September 30, 1996 and 1995. 12.2 Statement re computation of ratio of earnings to fixed charges of the Company pursuant to the Support Agreement with PACCAR Inc for the nine- month periods ended September 30, 1996 and 1995. 12.3 Statement re computation of ratio of earnings to fixed charges of PACCAR Inc and subsidiaries pursuant to SEC reporting requirements for the nine- month periods ended September 30, 1996 and 1995. 27 Financial Data Schedule for Article 5 of Regulation S-X, Item 601(c) for the nine-month period ended September 30, 1996. Other exhibits listed in Item 601 of Regulation S-K are not applicable. -10-