<PAGE>
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, 1999
[ ] 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
------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Delaware 91-0351110
------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
777 - 106th Ave. N.E., Bellevue, WA 98004
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(425) 468-7400
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
- --------------------------------------------------------------------------------
(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--78,206,629 shares as of April 29, 1999
<PAGE>
FORM 10-Q
PACCAR Inc AND SUBSIDIARIES
INDEX
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PART I. FINANCIAL INFORMATION:
ITEM 1. FINANCIAL STATEMENTS:
Consolidated Statements of Income --
Three Months Ended March 31, 1999 and 1998 (unaudited)................................ 3
Consolidated Balance Sheets --
March 31, 1999 (unaudited), and December 31, 1998..................................... 4
Condensed Consolidated Statements of Cash Flows --
Three Months Ended March 31, 1999 and 1998 (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.....................14
PART II. OTHER INFORMATION:
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS............................15
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K...............................................16
SIGNATURE..........................................................................................17
INDEX TO EXHIBITS..................................................................................18
</TABLE>
-2-
<PAGE>
FORM 10-Q
PACCAR Inc AND SUBSIDIARIES
PART I--FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Consolidated Statements of Income (Unaudited)
(Millions Except per Share Amounts)
<TABLE>
<CAPTION>
Three Months Ended March 31 1999 1998
- --------------------------------------------------------------------------------
<S> <C> <C>
TRUCK AND OTHER:
Net sales $ 2,068.6 $ 1,752.3
Costs and Expenses
Cost of sales 1,755.8 1,488.4
Selling, general and administrative 149.1 132.4
Interest 3.1 3.0
- --------------------------------------------------------------------------------
1,908.0 1,623.8
- --------------------------------------------------------------------------------
Truck and Other Income Before Income Taxes 160.6 128.5
FINANCIAL SERVICES:
Revenues 84.5 73.1
Costs and Expenses
Interest and other 47.5 39.9
Selling, general and administrative 15.7 13.8
Provision for losses on receivables 3.0 2.4
- --------------------------------------------------------------------------------
66.2 56.1
- --------------------------------------------------------------------------------
Financial Services Income Before Income Taxes 18.3 17.0
OTHER:
Investment income 8.3 6.8
Other, Net .2 4.8
- --------------------------------------------------------------------------------
Total Income Before Income Taxes 187.4 157.1
Income taxes 67.9 56.7
- --------------------------------------------------------------------------------
Net Income $ 119.5 $ 100.4
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Net Income Per Share:
Basic $ 1.53 $ 1.29
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Diluted 1.52 1.28
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Weighted Average Number of Basic Shares Outstanding 78.1 78.0
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Dividends declared per share $ .20 $ .15
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
</TABLE>
See Notes to Consolidated Financial Statements.
-3-
<PAGE>
FORM 10-Q
PACCAR Inc AND SUBSIDIARIES
<TABLE>
<CAPTION>
Consolidated Balance Sheets March 31 December 31
Assets (Millions of Dollars) 1999 1998*
- ----------------------------------------------------------------------------------------
TRUCK AND OTHER: (Unaudited)
<S> <C> <C>
Current Assets
Cash and cash equivalents $ 422.3 $ 410.3
Trade and other receivables, net of allowance for losses 701.6 645.6
Marketable securities 426.4 404.8
Inventories 474.2 511.1
Deferred taxes and other current assets 98.5 98.2
- -------------------------------------------------------------------------------------
Total Truck and Other Current Assets 2,123.0 2,070.0
Deferred taxes, goodwill and other 248.6 261.9
Property, plant and equipment, net 836.5 827.7
- -------------------------------------------------------------------------------------
Total Truck and Other Assets 3,208.1 3,159.6
- -------------------------------------------------------------------------------------
FINANCIAL SERVICES:
Cash and cash equivalents 13.4 22.1
Finance and other receivables, net of allowance for losses 3,909.4 3,790.4
Less unearned interest (265.6) (267.4)
- -------------------------------------------------------------------------------------
3,643.8 3,523.0
Equipment on operating leases, net 68.8 65.3
Other assets 30.3 24.8
- -------------------------------------------------------------------------------------
Total Financial Services Assets 3,756.3 3,635.2
- -------------------------------------------------------------------------------------
$6,964.4 $6,794.8
- -------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------
</TABLE>
-4-
<PAGE>
FORM 10-Q
PACCAR Inc AND SUBSIDIARIES
<TABLE>
<CAPTION>
March 31 December 31
LIABILITIES AND STOCKHOLDERS' EQUITY 1999 1998*
- ---------------------------------------------------------------------------------
TRUCK AND OTHER: (Unaudited)
<S> <C> <C>
Current Liabilities
Accounts payable and accrued expenses $1,361.9 $1,293.9
Current portion of long-term debt and notes payable 86.5 43.8
Dividend payable 125.0
Income taxes and other 125.4 56.4
- -------------------------------------------------------------------------------
Total Truck and Other Current Liabilities 1,573.8 1,519.1
Long-term debt 186.1 204.3
Other, including deferred taxes 317.8 336.4
- -------------------------------------------------------------------------------
Total Truck and Other Liabilities 2,077.7 2,059.8
- -------------------------------------------------------------------------------
FINANCIAL SERVICES:
Accounts payable and accrued expenses 32.6 83.6
Commercial paper and bank loans 1,673.5 1,617.8
Long-term debt 1,176.8 1,106.9
Deferred income taxes and other 160.5 162.5
- -------------------------------------------------------------------------------
Total Financial Services Liabilities 3,043.4 2,970.8
- -------------------------------------------------------------------------------
STOCKHOLDERS' EQUITY
Preferred stock, no par value:
Authorized 1.0 million shares, none issued
Common stock, $1 par value: Authorized 200.0 million
shares, 78.1 million shares issued and outstanding 78.1 78.1
Additional paid-in capital 620.7 620.2
Retained earnings 1,289.2 1,185.7
Currency translation and
net unrealized investment gains or (losses) (144.7) (119.8)
- -------------------------------------------------------------------------------
Total Stockholders' Equity 1,843.3 1,764.2
- -------------------------------------------------------------------------------
$6,964.4 $6,794.8
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
</TABLE>
* The December 31, 1998, consolidated balance sheet has been derived from
audited financial statements.
See Notes to Consolidated Financial Statements.
-5-
<PAGE>
FORM 10-Q
PACCAR Inc AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows (Unaudited)
(Millions of Dollars)
<TABLE>
<CAPTION>
Three Months Ended March 31 1999 1998
- ------------------------------------------------------------------------------
<S> <C> <C>
NET CASH PROVIDED BY OPERATING ACTIVITIES $ 209.5 $ 105.8
INVESTING ACTIVITIES:
Finance receivables originated (416.2) (366.5)
Collections on finance receivables 329.0 285.7
Net increase in wholesale receivables (43.3) (24.2)
Marketable securities purchased (1,766.5) (193.2)
Marketable securities maturities and sales 1,744.3 219.3
Acquisition of property, plant, and equipment (63.6) (28.3)
Acquisition of equipment for operating leases (7.8) (5.0)
Proceeds from asset disposals 18.0 11.1
Other (7.7) (16.2)
- ------------------------------------------------------------------------------
Net Cash Used in Investing Activities (213.8) (117.3)
FINANCING ACTIVITIES:
Cash dividends paid (141.0) (128.5)
Stock option transactions .4 6.0
Net increase in notes payable, commercial paper
and bank loans 66.0 119.5
Proceeds of long-term debt 217.6 126.3
Payments of long-term debt (117.9) (153.6)
- ------------------------------------------------------------------------------
Net Cash Provided by (Used in) Financing Activities 25.1 (30.3)
Effect of exchange rate changes on cash (17.5) (3.0)
- ------------------------------------------------------------------------------
Net Increase (Decrease) in Cash and Equivalents 3.3 (44.8)
Cash and equivalents at beginning of period 432.4 337.9
- ------------------------------------------------------------------------------
Cash and equivalents at end of period $ 435.7 $ 293.1
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
</TABLE>
See Notes to Consolidated Financial Statements.
-6-
<PAGE>
FORM 10-Q
PACCAR Inc AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Millions of Dollars)
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, 1999 are
not necessarily indicative of the results that may be expected for the year
ended December 31, 1999. 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, 1998.
Reclassifications: Certain prior year amounts have been reclassified to conform
to the 1999 presentation.
NOTE B--Inventories
<TABLE>
<CAPTION>
March 31 December 31
1999 1998
- ----------------------------------------------------------------------------------
Inventories at FIFO cost: (Unaudited)
<S> <C> <C>
Finished products $324.2 $328.2
Work in process and raw materials 276.7 308.2
- -------------------------------------------------------------------------------
600.9 636.4
Less excess of FIFO cost over LIFO (126.7) (125.3)
- -------------------------------------------------------------------------------
$474.2 $511.1
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
</TABLE>
Under the LIFO method of accounting (used for approximately 57% of March 31,
1999 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.
<PAGE>
FORM 10-Q
PACCAR Inc AND SUBSIDIARIES
Notes to Consolidated Financial Statements (In Millions, Except Share Amounts)
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.
<TABLE>
<CAPTION>
Three Months Ended March 31 (Unaudited) 1999 1998
- --------------------------------------------------------------------------------
<S> <C> <C>
Additional shares 268,525 464,870
</TABLE>
Comprehensive Income
The components of comprehensive income, net of any related tax, are as follows:
<TABLE>
<CAPTION>
Three Months Ended March 31 (Unaudited) 1999 1998
- --------------------------------------------------------------------------------
<S> <C> <C>
Net income $119.5 $100.4
Net unrealized gains on securities .1
Foreign currency translation adjustments (25.0) (7.3)
- --------------------------------------------------------------------------------
Total comprehensive income $ 94.6 $ 93.1
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
</TABLE>
Accumulated Other Comprehensive Loss
Accumulated other comprehensive loss was comprised of the following:
<TABLE>
<CAPTION>
March 31 December 31
1999 1998
- ----------------------------------------------------------------------------------
(Unaudited)
<S> <C> <C>
Accumulated foreign currency translation adjustments $(146.8) $(121.8)
Net unrealized gains on securities 2.1 2.0
- ---------------------------------------------------------------------------------
Net accumulated other comprehensive loss $(144.7) $(119.8)
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
</TABLE>
Net accumulated other comprehensive loss is reported in the accompanying
consolidated financial statements as "Currency translation and net unrealized
investment gains or (losses)."
-8-
<PAGE>
FORM 10-Q
PACCAR Inc AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Millions of Dollars)
NOTE D--Segment Information
<TABLE>
<CAPTION>
Three Months Ended March 31 (Unaudited) 1999 1998
- -------------------------------------------------------------------------------
<S> <C> <C>
Revenues:
Net sales
Trucks $1,998.8 $1,680.3
All other 69.8 72.0
- -------------------------------------------------------------------------------
2,068.6 1,752.3
Financial Services revenues 84.5 73.1
- -------------------------------------------------------------------------------
$2,153.1 $1,825.4
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Truck operating profit $ 160.7 $ 116.2
All other 3.0 15.3
Interest expense (3.1) (3.0)
- -------------------------------------------------------------------------------
160.6 128.5
Financial Services income before taxes 18.3 17.0
Investment income 8.3 6.8
Other, net .2 4.8
- -------------------------------------------------------------------------------
$ 187.4 $ 157.1
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
</TABLE>
-9-
<PAGE>
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
1999 compared to year-earlier levels. Consolidated net sales grew 18%
to $2.1 billion compared to $1.8 billion in the first quarter of 1998.
Net income increased to $119.5 million from the $100.4 million earned
in 1998, a 19% improvement.
Higher sales in 1999 resulted from continued strong market demand for
trucks particularly in the United States. Truck and Other segment
income before taxes increased 25% to $160.6 million due to improved
margins and production efficiencies at most major truck plants. The
increase in truck operating profit in 1999 was partially offset by
higher selling, general and administrative (SG&A) costs. However the
ratio of SG&A costs to net sales improved to 7.2% this year from 7.6%
in the first quarter of 1998.
The truck market in the United States remained strong with industry
backlogs at approximately 12 months. PACCAR recently added a second
shift to the Peterbilt Nashville plant. Truck demand in Europe has
declined slightly and the Company has reduced its truck production
rates in that market.
PACCAR's other product areas include industrial winches and retail auto
parts. Winch sales and profits were comparable to the first quarter of
1998. Auto parts operating results decreased due to higher expenses
related to new store openings.
The Company's financial services revenues increased in 1999 compared to
1998, reflecting continued growth in the loan and lease portfolios.
Higher revenues were partially offset by higher loss provisions
consistent with the larger portfolios. Selling, general and
administrative expense also increased due to higher staffing and Year
2000 related costs. In addition, the average margin rates on finance
receivables declined due to highly competitive interest-rate markets in
the United States and Canada for new truck financing. The Financial
Services segment earned $18.3 million before taxes in the first quarter
of 1999 compared to $17.0 million earned in the first quarter of 1998.
-10-
<PAGE>
FORM 10-Q
PACCAR Inc AND SUBSIDIARIES
LIQUIDITY AND CAPITAL RESOURCES:
PACCAR's ratio of manufacturing current assets to current liabilities
at March 31, 1999, of 1.35 was comparable to the 1.36 at December 31,
1998.
The increase in 1999 net cash provided by operating activities was
primarily attributable to changes in components of working capital and
higher net income. During the first quarter of 1999, the Company used
cash from operations to pay the special year-end and regular first
quarter dividends, to fund normal recurring capital additions and to
make additional investments in marketable securities. Capital additions
in 1999 included expenditures for the Company's truck plant at Ste.
Therese Canada which is expected to commence production in the third
quarter of 1999. The Ste. Therese construction is being funded with
external borrowings. Higher capital spending in 1999 also reflects
continued investments in new product and systems development.
In the Financial Services segment, additional short- and long-term
borrowings funded net portfolio growth. In 1998, PACCAR's largest
financial services subsidiary, PACCAR Financial Corp. registered $1
billion of senior debt securities under the Securities Act of 1933 for
offering to the public. At the end of March 1999, $590 million of such
securities remained available for issuance.
Other information on liquidity and sources of capital as presented in
the 1998 Annual Report to Stockholders continues to be relevant.
YEAR 2000 STATUS:
GENERAL
The Company established a formal Year 2000 project in 1996 to manage
PACCAR's global compliance effort. The scope of the project includes
the compliance of (1) mainframe computer systems, (2) PC and LAN
systems, (3) embedded systems (including both the Company's internal
machinery and equipment and the Company's products), and (4)
significant third parties. A steering committee comprised of senior
management monitors progress and addresses compliance issues.
Management of the Company believes it has an effective program in place
to resolve the Year 2000 issue in a timely manner.
-11-
<PAGE>
FORM 10-Q
PACCAR Inc AND SUBSIDIARIES
STATUS OF THE COMPANY'S YEAR 2000 COMPLIANCE
The Company has completed the evaluation of virtually all computer
systems and applications used by the Company and its subsidiaries.
PACCAR has prioritized the non-compliant systems and expects to
substantially complete modifications to all significant systems before
problems related to the Year 2000 occur. Outside specialists have been
retained to assist in this process to the extent considered necessary.
Mainframe computer systems compliance efforts, PC and LAN systems, and
embedded manufacturing systems are all approximately 90% complete. The
Company has verified that there are no Year 2000 issues with the
portion of its products manufactured by the Company, and it has
received confirmation from most major suppliers that there are no Year
2000 issues with their components as used in the Company's products.
The Company is continuing to contact the remaining suppliers about
compliance of their components. Year 2000 compliance work is being
successfully completed along with other systems development projects.
SIGNIFICANT THIRD PARTIES
Some of the Company's Year 2000 compliance efforts are dependent on the
release of new versions of software by the software developers, which
are scheduled to be delivered in 1999. These software developers have
represented to the Company that the new releases will be delivered in
time to avoid any material Year 2000 issues with their software.
PACCAR is contacting all business critical suppliers to assess their
Year 2000 efforts and take appropriate action if there is significant
risk to PACCAR's continued operation. PACCAR is also assessing the Year
2000 programs of its independent dealers and tracking their progress
toward completion. There is regular communication with dealers, which
includes the importance of addressing the Year 2000 issue and general
guidance regarding appropriate steps to take.
The Company also depends on banks and other financial institutions to
support its cash management activities and to fund the lending activity
of its financial services companies with the issuance of commercial
paper and public debt. The Company has sent letters and has received
responses indicating that banks and other financial institutions, with
which it has relationships, already are or will be compliant by the
Year 2000.
To date, the Company is not aware of any significant third party,
including software developers, suppliers, dealers, banks and others,
with a Year 2000 issue that would materially impact the Company's
results of operations, liquidity or capital resources.
-12-
<PAGE>
FORM 10-Q
PACCAR Inc AND SUBSIDIARIES
YEAR 2000 COSTS
The total cost to complete these projects is expected to approximate
$26 million, of which $18 million has been incurred through March 31,
1999. The Company has and expects to continue to fund the cost of these
projects from operations. All project costs are being expensed.
YEAR 2000 RISKS
The Company has not yet completed all necessary phases of its Year 2000
program. In addition, the Company has no means of ensuring that
significant third parties will be fully prepared for the Year 2000. In
the event the Company or one or more significant third parties fail to
become completely Year 2000 compliant, the most reasonably likely worst
case scenario for the Company is that manufacturing operations could be
temporarily impacted. Production at one or more of the Company's plants
could be interrupted for a period of time, which in turn could result
in lost sales and profits. Selling, general and administrative expense
for the Company would likely increase to the extent that automated
functions would need to be performed manually.
The most reasonably likely worst case scenario for the Company's
financial services companies, if some of their systems are not Year
2000 compliant, is that information and reports would contain
inaccuracies that would reduce the efficiency of payment processing and
would result in increased administrative costs and generally reduce
customer service. If a significant failure of banking systems or
systems of other entities that are key to the public debt markets
occurred due to Year 2000 issues, the financial services companies'
ability to access various credit and money markets and to process
payments could be adversely affected.
The cumulative effect of these potential outcomes is unknown, but could
have a material effect on consolidated financial condition, results of
operations and liquidity.
CONTINGENCY PLANS
PACCAR considers alternatives in planning and scheduling Year 2000
projects. The Company continually evaluates the status of completion of
all Year 2000 projects to determine whether contingency plans should be
developed or implemented. Such plans include automated and manual
workarounds, as considered necessary.
-13-
<PAGE>
FORM 10-Q
PACCAR Inc AND SUBSIDIARIES
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, 1999. For additional information,
refer to Item 7a as presented in the 1998 Annual Report to
Stockholders.
-14-
<PAGE>
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, 1999.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) The annual meeting of stockholders was held on April 27, 1999.
(b) The following persons were elected to serve as directors:
Class I - Term Expiring in 2002
-------------------------------
Gerald Grinstein
John M. Fluke, Jr.
David J. Hovind
Michael A. Tembreull
Other persons whose term of office as a director continued after
the meeting:
Class II - Term Expiring in 2000
--------------------------------
James C. Pigott
Mark C. Pigott
William G. Reed, Jr.
Class III - Term Expiring in 2001
---------------------------------
David K. Newbigging
Charles M. Pigott
Harold A. Wagner
(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:
<TABLE>
<CAPTION>
Shares
Voted Shares
"For" "Withheld" Nonvotes
---------- ---------- --------
<S> <C> <C> <C>
John M. Fluke, Jr. 71,700,974 1,052,539 0
Gerald Grinstein 71,735,340 1,018,173 0
David J. Hovind 71,733,971 1,019,542 0
Michael A. Tembreull 71,690,970 1,062,543 0
</TABLE>
ITEM NO. 2: STOCKHOLDER PROPOSAL REGARDING SHAREHOLDER RIGHTS PLAN
Item No. 2 was not approved with the following vote:
<TABLE>
<CAPTION>
Shares Abstentions
Voted and Shares
"For" Voted "Against" Nonvotes
---------- --------------- ---------
<S> <C> <C>
30,075,500 38,151,152 4,526,861
</TABLE>
(d) None
-15-
<PAGE>
FORM 10-Q
PACCAR Inc AND SUBSIDIARIES
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, 1999.
-16-
<PAGE>
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
------------------------
(Registrant)
Date May 13, 1999 By /s/ G. D. Hatchel
--------------------------- -------------------------------
G. D. Hatchel
Vice President and Controller
(Authorized Officer and
Chief Accounting Officer)
-17-
<PAGE>
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 21, 1989, 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 1 of the
Current Report on Form 8-K of PACCAR Inc, dated December 27,
1989).
(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).
-18-
<PAGE>
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).
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).
(h) PACCAR Inc Senior Executive Incentive Plan (incorporated by
reference to Exhibit D of the 1997 Proxy Statement, dated March
20, 1997).
27 Financial Data Schedule
(a) For the three months ended March 31, 1999
The following schedule is submitted for certain reclassifications as reflected
in the consolidated statements of income for the three months ended March 31,
1999 and 1998.
(b) For the three months ended March 31, 1998
-19-
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information
extracted from the consolidated statements of income for the
three months ended March 31, 1999 and 1998, and the
consolidated balance sheets, March 31, 1999, and December
31, 1998, of PACCAR Inc and Subsidiaries and is qualified in
its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> Dec-31-1999
<PERIOD-END> Mar-31-1999
<CASH> 435,700
<SECURITIES> 426,400
<RECEIVABLES> 4,345,400
<ALLOWANCES> 0
<INVENTORY> 474,200
<CURRENT-ASSETS> 0
<PP&E> 836,500
<DEPRECIATION> 0
<TOTAL-ASSETS> 6,964,400
<CURRENT-LIABILITIES> 0
<BONDS> 1,362,900
0
0
<COMMON> 78,100
<OTHER-SE> 1,765,200
<TOTAL-LIABILITY-AND-EQUITY> 6,964,400
<SALES> 2,068,600
<TOTAL-REVENUES> 2,153,100
<CGS> 1,755,800
<TOTAL-COSTS> 1,803,300
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 3,000
<INTEREST-EXPENSE> 3,100
<INCOME-PRETAX> 187,400
<INCOME-TAX> 67,900
<INCOME-CONTINUING> 119,500
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 119,500
<EPS-PRIMARY> 1.53
<EPS-DILUTED> 1.52
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information
extracted from the consolidated statements of income for the
three months ended March 31, 1998 and 1997, and the
consolidated balance sheets, March 31, 1998, and December
31, 1997, of PACCAR Inc and Subsidiaries and is qualified in
its entirety by reference to such financial statements.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> Dec-31-1998
<PERIOD-END> Mar-31-1998
<CASH> 293,100
<SECURITIES> 330,900
<RECEIVABLES> 3,682,200
<ALLOWANCES> 0
<INVENTORY> 430,400
<CURRENT-ASSETS> 0
<PP&E> 666,400
<DEPRECIATION> 0
<TOTAL-ASSETS> 5,747,700
<CURRENT-LIABILITIES> 0
<BONDS> 1,300,600
0
0
<COMMON> 78,100
<OTHER-SE> 1,510,900
<TOTAL-LIABILITY-AND-EQUITY> 5,747,700
<SALES> 1,752,300
<TOTAL-REVENUES> 1,825,400
<CGS> 1,488,400
<TOTAL-COSTS> 1,528,300
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 2,400
<INTEREST-EXPENSE> 3,000
<INCOME-PRETAX> 157,100
<INCOME-TAX> 56,700
<INCOME-CONTINUING> 100,400
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 100,400
<EPS-PRIMARY> 1.29
<EPS-DILUTED> 1.28
</TABLE>
