-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Gbi7SxoZfYxF0BxAVK4qbDYyjT+r0Lt8l73e20gtE9vFmaYPHqUJYzhjRnpZBPbY M1lOXmVjILwU26tNMubsxA== 0001104659-07-013855.txt : 20070226 0001104659-07-013855.hdr.sgml : 20070226 20070226154813 ACCESSION NUMBER: 0001104659-07-013855 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 11 CONFORMED PERIOD OF REPORT: 20061231 FILED AS OF DATE: 20070226 DATE AS OF CHANGE: 20070226 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PACCAR INC CENTRAL INDEX KEY: 0000075362 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLES & PASSENGER CAR BODIES [3711] IRS NUMBER: 910351110 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14817 FILM NUMBER: 07649197 BUSINESS ADDRESS: STREET 1: PACCAR BUILDING STREET 2: 777 106TH AVENUE NE CITY: BELLEVUE STATE: WA ZIP: 98004 BUSINESS PHONE: 425 468 7383 MAIL ADDRESS: STREET 1: PACCAR BUILDING STREET 2: 777 106TH AVENUE NE CITY: BELLEVUE STATE: WA ZIP: 98004 FORMER COMPANY: FORMER CONFORMED NAME: PACIFIC CAR & FOUNDRY CO DATE OF NAME CHANGE: 19720707 10-K 1 a07-4930_110k.htm 10-K

 

FORM 10-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

x        Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31, 2006

Commission File No. 001-14817

PACCAR Inc

(Exact name of Registrant as specified in its charter)

Delaware

 

91-0351110

(State of incorporation)

 

(I.R.S. Employer Identification No.)

 

 

 

777 - 106th Ave. N.E., Bellevue, WA

 

98004

(Address of principal executive offices)

 

(Zip Code)

Registrant’s telephone number, including area code   (425) 468-7400

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

 

Name of Each Exchange on Which Registered

Common Stock, $1 par value

 

The NASDAQ Stock Market LLC

Preferred Stock Purchase Rights

 

The NASDAQ Stock Market LLC

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x  No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o  No x

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 o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.

Large accelerated filer x

Accelerated filer o

Non-accelerated filer o

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o  No x 

The aggregate market value of the voting stock held by non-affiliates of the registrant as of June 30, 2006:

Common Stock, $1 par value — $13.1 billion

The number of shares outstanding of the registrant’s classes of common stock, as of January 31, 2007:

Common Stock, $1 par value — 248,262,797 shares

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Annual Report to Stockholders for the year ended December 31, 2006, are incorporated by reference into Parts I and II.

Portions of the proxy statement for the annual stockholders meeting to be held on April 24, 2007, are incorporated by reference into Part III.

 




PART I

ITEM 1.                             BUSINESS.

(a) General Development of Business

PACCAR Inc (the Company), incorporated under the laws of Delaware in 1971, is the successor to Pacific Car and Foundry Company which was incorporated in Washington in 1924. The Company traces its predecessors to Seattle Car Manufacturing Company formed in 1905.

(b) Financial Information About Industry Segments and Geographic Areas

Information about the Company’s industry segments and geographic areas in response to Items 101(b), (c)(1)(i), and (d) of Regulation S-K appears on page 49 of the Annual Report to Stockholders for the year ended December 31, 2006 and is incorporated herein by reference.

(c) Narrative Description of Business

The Company has two principal industry segments, (1) design, manufacture and distribution of light-, medium- and heavy-duty trucks and related aftermarket distribution of parts and (2) finance and leasing services provided to customers and dealers. The Company’s finance and leasing activities are principally related to Company products and associated equipment. Other manufactured products include industrial winches.

TRUCKS

The Company and its subsidiaries design and manufacture heavy-duty diesel trucks which are marketed under the Peterbilt, Kenworth, and DAF nameplates. These vehicles, which are built in four plants in the United States, three in Europe and one each in Australia, Canada, and Mexico, are used worldwide for over-the-road and off-highway hauling of freight, petroleum, wood products, construction and other materials.

The Company, through its Peterbilt and Kenworth Divisions, competes in the North American medium duty (Class 6/7) markets primarily with conventional models. These medium-duty trucks are assembled at the Company’s Ste. Therese, Quebec plant and at the Company’s facility in Mexicali, Mexico. The Company competes in the European light/medium (6 to 15 metric ton) commercial vehicle market with DAF cab-over-engine trucks assembled in the United Kingdom by Leyland, one of the Company’s wholly owned subsidiaries.

Commercial trucks and related replacement parts comprise the largest segment of the Company’s business, accounting for 93% of total 2006 net sales and revenues.

Substantially all trucks and related parts are sold to independent dealers. The Kenworth and Peterbilt nameplates are marketed and distributed by separate divisions in the U.S. and a foreign subsidiary in Canada. The Kenworth nameplate is also marketed and distributed by foreign subsidiaries in Mexico and Australia. The DAF nameplate is marketed and distributed by a foreign subsidiary headquartered in the Netherlands.  A U.S. division, PACCAR International, also markets all three nameplates outside each of their primary markets. The decision to operate as a subsidiary or as a division is incidental to Truck Segment operations and reflects legal, tax and regulatory requirements in the various countries where PACCAR operates.

2




The Truck Segment utilizes centrally managed purchasing, information technology, technical research and testing, treasury and finance functions. Certain manufacturing plants in North America produce trucks for more than one nameplate in common production facilities, while other plants produce trucks for only one nameplate, depending on various factors. Also, as a result of the close similarity of the business models employed by each nameplate, best manufacturing practices within the Company are shared on a routine basis.

The Company’s trucks are essentially custom products and have a reputation for high quality. For a significant portion of the Company’s truck operations, major components, such as engines, transmissions and axles, as well as a substantial percentage of other components, are purchased from component manufacturers pursuant to PACCAR and customer specifications. DAF, which is more vertically integrated, manufactures its own engines and axles and a higher percentage of other components for its heavy truck models. The value of truck components manufactured by independent suppliers ranges from approximately 45% in Europe to approximately 90% in North America.

Raw materials and other components used in the manufacture of trucks are purchased from a number of suppliers. The Company’s DAF subsidiary purchases fully assembled cabs from a competitor, Renault V.I., for its European light-duty product line pursuant to a joint product development and long-term supply contract. Sales of trucks manufactured with these cabs amounted to approximately 2% of consolidated revenues in 2006. A short-term loss of supply, and the resulting interruption in the production of these trucks, would not have a material effect on the Company’s results of operations. However, a loss of supply for an extended period of time would either require the Company to contract for an alternative source of supply or to manufacture cabs itself. Other than these components, the Company is not limited to any single source for any significant component, although the sudden inability of a supplier to deliver components could have a temporary adverse effect on production of certain products. No significant shortages of materials or components were experienced in 2006. Manufacturing inventory levels are based upon production schedules and orders are placed with suppliers accordingly.

Replacement truck parts are sold and delivered to the Company’s independent dealers through the Company’s parts distribution network. Parts are both manufactured by the Company and purchased from various suppliers. Replacement parts inventory levels are determined largely by anticipated customer demand and the need for timely delivery. As a percentage of total consolidated net sales and revenues, parts sales were 11.8% in 2006, 12.0% in 2005 and 11.8% in 2004.

There were three other principal competitors in the U.S. and Canada Class 8 truck market in 2006. The Company’s share of that market was 25.3% of retail sales in 2006.   In Europe there were five other principal competitors in the commercial vehicle market in 2006, including parent companies to two competitors of the Company in the United States. In 2006, DAF had a 14.5% share of the Western European heavy-duty market and a 9.6% share of the light/medium market. These markets are highly competitive in price, quality and service, and PACCAR is not dependent on any single customer for its sales. There are no significant seasonal variations in sales.

The Peterbilt, Kenworth, and DAF nameplates are recognized internationally and play an important role in the marketing of the Company’s truck products. The Company engages in a continuous program of trademark and trade name protection in all marketing areas of the world.

The Company’s truck products are subject to environmental noise and emission regulations and competing manufacturers are subject to the same regulations. The Company believes the cost of complying with noise and emission regulations will not be detrimental to its business.

3




The Company had a total production backlog of $3.5 billion at the end of 2006. Within this backlog, orders scheduled for delivery within three months (90 days) are considered to be firm. The 90-day backlog approximated $2.7 billion at December 31, 2006, and $2.5 billion at December 31, 2005. Production of the year-end 2006 backlog is expected to be substantially completed during 2007.

OTHER BUSINESS

The Truck and Other businesses include a division of the Company which manufactures industrial winches in two U.S. plants and markets them under the Braden, Carco, and Gearmatic nameplates. The markets for these products are highly competitive and the Company competes with a number of well established firms. Sales of industrial winches were less than 1% of net sales and revenues in 2006, 2005 and 2004.

The Braden, Carco, and Gearmatic trademarks and trade names are recognized internationally and play an important role in the marketing of those products.

FINANCIAL SERVICES

In North America, Australia and 13 European countries, the Company provides financing and leasing arrangements, principally for its manufactured trucks, through wholly owned finance companies operating under the PACCAR Financial or PacLease trade names. They provide inventory financing for independent dealers selling PACCAR products, and retail and lease financing for new and used trucks and other transportation equipment sold principally by its independent dealers. Receivables are secured by the products financed or leased.

The Company also conducts full service leasing operations through wholly owned subsidiaries in North America under the PacLease trade name. Selected dealers in North America are franchised to provide full service leasing. The Company provides its franchisees equipment financing and managerial support. The Company also operates full service lease outlets on its own behalf.

PATENTS

The Company owns numerous patents which relate to all product lines. Although these patents are considered important to the overall conduct of the Company’s business, no patent or group of patents is considered essential to a material part of the Company’s business.

REGULATION

As a manufacturer of highway trucks, the Company is subject to the National Traffic and Motor Vehicle Safety Act and Federal Motor Vehicle Safety Standards promulgated by the National Highway Traffic Safety Administration as well as environmental laws and regulations in the United States, and is subject to similar regulations in Canada, Mexico, Australia and Europe. In addition, the Company is subject to certain other licensing requirements to do business in the United States and Europe. The Company believes it is in compliance with laws and regulations applicable to safety standards, the environment and other licensing requirements in all countries where it has operations.

Information regarding the effects that compliance with international, federal, state and local provisions regulating the environment have on the Company’s capital and operating expenditures and the Company’s involvement in environmental cleanup activities is included in Management’s Discussion and Analysis of Financial Condition and Results of Operations and the Company’s Consolidated Financial Statements incorporated by reference in Items 7 and 8, respectively.

4




EMPLOYEES

On December 31, 2006, the Company employed a total of approximately 21,000 persons.

OTHER DISCLOSURES

The Company’s filings on Form 10-K, 10-Q, and 8-K and any amendments to those reports can be found on the Company’s website www.paccar.com free of charge as soon as practicable after the report is electronically filed with, or furnished to, the Securities and Exchange Commission. The information on our website is not incorporated by reference into this report.

ITEM 1A.                    RISK FACTORS.

The following are significant risks which could negatively impact the Company’s financial condition or results of operations.

Business and Industry Risks

The commercial truck market demand is variable.  Demand for commercial vehicles depends to some extent on economic and other conditions in a given market and the introduction of new vehicles and technologies.  Further, the yearly demand for commercial vehicles may increase or decrease more than overall gross domestic product in markets the Company serves which are principally North America and Western Europe.  Demand may also be affected by factors impacting new truck prices such as costs of raw materials and components and cost of compliance with governmental regulations (including tariffs, engine emissions regulations, import regulation and taxes).

The financial services industry is highly competitive.  The Company competes with banks, other commercial finance companies and financial services firms which may have lower costs of borrowing, higher leverage or market share goals that result in a willingness to offer lower interest rates, which may lead to decreased margins, lower market share or both. A decline in the Company’s commercial truck unit sales, an increase in residual value risk due to lower used truck pricing and increased funding costs are also factors which may negatively affect the Company’s financial services operations.

The financial services segment is subject to credit risk.  The financial services segment is exposed to the risk of loss arising from the failure of a customer, dealer or counterparty to meet the terms of the loans, leases and derivative contracts with the Company.  Although the financial assets of the financial services segment are secured by underlying equipment collateral, in the event a customer cannot meet its obligations to the Company, there is a risk that the value of the underlying collateral will not be sufficient to recover the amounts owed to the Company resulting in credit losses.

Political, Regulatory and Economic Risks

The Company’s operations could be subject to currency and interest rate fluctuations.  The Company’s consolidated financial statements, which are presented in U.S. dollars, are affected by foreign currency exchange fluctuations through both translation and transaction risk.  The Company uses certain derivative financial instruments and localized production of its products to reduce, but not eliminate, the effects of interest rate and foreign currency exchange rate fluctuations.

The Company may be adversely affected by political instabilities, fuel shortages or interruptions in transportation systems, natural calamities, wars, terrorism and labor strikes.  The Company is subject to various risks associated with conducting business worldwide.

5




ITEM 1B.                    UNRESOLVED STAFF COMMENTS.

Not applicable.

ITEM 2.                             PROPERTIES.

The Company and its subsidiaries own and operate manufacturing plants in five U.S. states, three countries in Europe, and one each in Australia, Canada and Mexico. The Company also has a number of parts distribution centers, sales and service offices, and finance and administrative offices which are operated in owned or leased premises in these and other countries. Facilities for product testing and research and development are located in Washington state and the Netherlands. The Company’s corporate headquarters is located in owned premises in Bellevue, Washington. The Company considers all of the properties used by its businesses to be suitable for their intended purposes.

Substantially all the Company’s manufacturing facilities increased their production in 2006 compared to the prior year. The Company continuously invests in facilities, equipment and processes to provide manufacturing and warehouse capacity to meet its customers’ needs.

The following summarizes the number of the Company’s manufacturing plants by geographical location within indicated industry segments:

 

U.S.

 

Canada

 

Australia

 

Mexico

 

Europe

 

Truck

 

4

 

1

 

1

 

1

 

3

 

Other

 

2

 

 

 

 

 

 

ITEM 3.                             LEGAL PROCEEDINGS.

The Company and its subsidiaries are parties to various lawsuits incidental to the ordinary course of business. Management believes that the disposition of such lawsuits will not materially affect the Company’s business or financial condition.

ITEM 4.                             SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

No matters were submitted to a vote of security holders during the fourth quarter of 2006.

PART II

ITEM 5.                             MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

(a)          Market Information, Holders, Dividends and Securities Authorized for Issuance Under Equity Compensation Plans

Common Stock Market Prices and Dividends on page 52 of the Annual Report to Stockholders for the year ended December 31, 2006, are incorporated herein by reference.

6




Securities Authorized for Issuance Under Equity Compensation Plans

The following table provides information as of December 31, 2006, regarding compensation plans under which PACCAR equity securities are authorized for issuance.

Plan Category

 

Number of
Securities to be
Issued on Exercise
of Outstanding
Options and
Other Rights

 

Weighted-average
Exercise Price of
Outstanding Options

 

Securities
Available for
Future Grant
(Excluding Shares
Reflected in
Column (1))

 

Stock compensation

 

(1

)

(2

)

(3

)

Plans approved by Shareholders

 

4,441,136

 

$

29.25

 

13,599,287

 

 

All stock compensation plans have been approved by the shareholders.

The number of securities to be issued includes those issuable under the PACCAR Inc Long Term Incentive Plan (LTI Plan) and the Restricted Stock and Deferred Compensation Plan for Non-Employee Directors (RSDC Plan). Securities to be issued include 333,133 shares that represent deferred cash awards payable in stock. The weighted-average exercise price does not include the securities that represent deferred cash awards.

Securities available for future grant are authorized under the following two plans: (i) 12,946,435 shares under the LTI Plan, and (ii) 652,853 shares under the RSDC Plan.

(b)         Use of Proceeds from Registered Securities

Not applicable

(c)          Purchases of Equity Securities by the Issuer and Affiliated Purchasers

In December 2006 PACCAR purchased, on the open market, 32,873 shares of its common stock at an average price of $65.01. These are the first shares purchased under the plan approved by the Board of Directors as previously announced on December 5, 2006 to repurchase up to $300 million of PACCAR’s outstanding common stock.

ITEM 6.                             SELECTED FINANCIAL DATA.

Selected Financial Data on page 52 of the Annual Report to Stockholders for the year ended December 31, 2006, are incorporated herein by reference.

ITEM 7.                             MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Management’s Discussion and Analysis of Financial Condition and Results of Operations on pages 24 through 30 of the Annual Report to Stockholders for the year ended December 31, 2006, is incorporated herein by reference.

ITEM 7A.                    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Quantitative and qualitative disclosures about market risk on page 54 of the Annual Report to Stockholders for the year ended December 31, 2006, are incorporated herein by reference.

7




ITEM 8.                             FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The following consolidated financial statements of the registrant and its subsidiaries, included in the Annual Report to Stockholders for the year ended December 31, 2006, are incorporated herein by reference:

Consolidated Statements of Income

— Years Ended December 31, 2006, 2005 and 2004

Consolidated Balance Sheets

— December 31, 2006 and 2005

Consolidated Statements of Cash Flows

— Years Ended December 31, 2006, 2005 and 2004

Consolidated Statements of Stockholders’ Equity

— Years Ended December 31, 2006, 2005 and 2004

Consolidated Statements of Comprehensive Income

— Years Ended December 31, 2006, 2005 and 2004

Notes to Consolidated Financial Statements

— December 31, 2006, 2005 and 2004

Quarterly Results (Unaudited) on page 53 of the Annual Report to Stockholders for the years ended December 31, 2006 and 2005 are incorporated herein by reference.

ITEM 9.                             CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

The registrant has not had any disagreements with its independent auditors on accounting or financial disclosure matters.

ITEM 9A.                    CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures. An evaluation was performed under the supervision and with the participation of the Company’s management, including the principal executive officer and principal financial officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended) as of December 31, 2006 (“Evaluation Date”). Based on that evaluation, the principal executive officer and principal financial officer of the Company concluded that the disclosure controls and procedures in place at the Company are effective to ensure that information required to be disclosed by the Company, including its consolidated subsidiaries, in reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported on a timely basis in accordance with applicable rules and regulations. There have been no changes in the Company’s internal controls over financial reporting during the fourth quarter of 2006 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Management’s Report on Internal Control over Financial Reporting. Management’s Report on Internal Control over Financial Reporting on page 50 and Report of Independent Registered Public Accounting Firm on the Company’s Internal Controls on page 51 of the Annual Report to Stockholders for the year ended December 31, 2006, is incorporated herein by reference.

ITEM 9B.                    OTHER INFORMATION.

Not applicable.

8




PART III

ITEM 10.                      DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

Item 401(a), (d), (e) and (h) of Regulation S-K:

The following information is included in the proxy statement for the annual stockholders meeting of April 24, 2007 and is incorporated herein by reference:

·            Identification of directors, family relationships, and business experience is included under the caption “ITEM 1: ELECTION OF DIRECTORS.”

·            Identification of the audit committee financial expert is included under the caption “AUDIT COMMITTEE REPORT.”

·            Identification of the audit committee is included under the caption “THE AUDIT COMMITTEE.”

Item 401(b) of Regulation S-K:

Executive Officers of the registrant as of February 23, 2007:

Name and Age

 

Present Position and Other Position(s)
Held During Last Five Years

 

 

 

Mark C. Pigott (53)

 

Chairman and Chief Executive Officer since 1997. Mr. Pigott is the nephew of James C. Pigott, a director of the Company.

 

 

 

Michael A. Tembreull (60)

 

Vice Chairman since 1995.

 

 

 

Thomas E. Plimpton (57)

 

President; Executive Vice President from August 1998 to December 2002.

 

 

 

James G. Cardillo (58)

 

Executive Vice President; Senior Vice President from May 2004 to September 2006; previously President of DAF Trucks N.V. from July 1999 to May 2004.

 

 

 

Kenneth R. Gangl (61)

 

Senior Vice President; Vice President from March 1999 to April 2005.

 

 

 

Daniel D. Sobic (53)

 

Senior Vice President; Vice President of PACCAR and General Manager of Peterbilt from October 2003 to December 2006; Assistant General Manager of Peterbilt from June 1999 to October 2003.

 

 

 

Ronald E. Armstrong (51)

 

Vice President; Vice President and Controller from November 2002 to December 2006; Operations Controller from December 1995 to October 2002.

 

 

 

Michael T. Barkley (51)

 

Vice President and Controller; Operations Controller from January 2000 to December 2006.

 

 

 

David C. Anderson (53)

 

Vice President and General Counsel; Counsel from March to December 2004; previously Vice President, General Counsel and Corporate Secretary of Airborne Express, Inc.

 

 

 

Janice B. Skredsvig (46)

 

Vice President and Chief Information Officer; General Manager and Chief Information Officer from August to December 2004; Senior Director, Applications and Global Operations from January 2001 to August 2004.

 

Officers are elected annually but may be appointed or removed on interim dates.

Item 406 of Regulation S-K:

The company has adopted a Code of Ethics applicable to the registrant’s senior financial officers including the Chief Executive Officer and chief financial officer. The Company, in accordance with Item 406 of Regulation S-K, has posted this Code of Ethics on its website at www.paccar.com. The Company intends to disclose on its website any amendments to, or waivers from, its Code of Ethics that are required to be publicly disclosed pursuant to the rules of the Securities and Exchange Commission. The information on our website is not incorporated by reference into this report.

9




ITEM 11.                      EXECUTIVE COMPENSATION.

The following information is included in the proxy statement for the annual stockholders meeting of April 24, 2007 and is incorporated herein by reference:

·            Compensation of Directors is included under the caption “COMPENSATION OF DIRECTORS.”

·            Compensation of Executive Officers and Related Matters is included under the caption “COMPENSATION OF EXECUTIVE OFFICERS.”

ITEM 12.                      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

Stock ownership information is included under the caption “STOCK OWNERSHIP” in the proxy statement for the annual stockholders meeting of April 24, 2007 and is incorporated herein by reference.

Information regarding equity compensation plans required by Regulation S-K Item 201(d) is provided in Item 5 of this Form 10-K.

ITEM 13.                      CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

No transactions with management and others as defined by Item 404 of Regulation S-K occurred in 2006.

10




ITEM 14.                      PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Principal accountant fees and services information is included under the caption “AUDIT COMMITTEE REPORT” in the proxy statement for the annual stockholders meeting of April 24, 2007 and is incorporated herein by reference.

PART IV

ITEM 15.                      EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

(a) (1)                 Listing of financial statements

The following consolidated financial statements of PACCAR Inc and subsidiaries, included in the Annual Report to Stockholders for the year ended December 31, 2006, are incorporated by reference in Item 8:

Consolidated Statements of Income

— Years Ended December 31, 2006, 2005 and 2004

Consolidated Balance Sheets

— December 31, 2006 and 2005

Consolidated Statements of Cash Flows

— Years Ended December 31, 2006, 2005 and 2004

Consolidated Statements of Stockholders’ Equity

— Years Ended December 31, 2006, 2005 and 2004

Consolidated Statements of Comprehensive Income

— Years Ended December 31, 2006, 2005 and 2004

Notes to Consolidated Financial Statements

— December 31, 2006, 2005 and 2004

(2)          Listing of financial statement schedules

All schedules are omitted because the required matter or conditions are not present or because the information required by the schedules is submitted as part of the consolidated financial statements and notes thereto.

(3)          Listing of Exhibits (in order of assigned index numbers)

(3)                Articles of incorporation and bylaws

(a)              Restated Certificate of Incorporation of PACCAR Inc (incorporated by reference to Exhibit 99.3 of the Current Report on Form 8-K of PACCAR Inc dated September 19, 2005).

(b)             Amended and Restated Bylaws of PACCAR Inc (incorporated by reference to Exhibit 99.4 of the Current Report on Form 8-K of PACCAR Inc dated September 19, 2005).

11




(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)             Amendment Number 1 to rights agreement dated as of December 10, 1998 between PACCAR Inc and First Chicago Trust Company of New York appointing Wells Fargo Bank N.A. as successor rights agent, effective as of the close of business September 15, 2000 (incorporated by reference to Exhibit (4)(b) of the Quarterly Report on Form 10-Q for the quarter ended September 30, 2000).

(c)              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 Number 33-29434).

(d)             Forms of Medium-Term Note, Series K (incorporated by reference to Exhibits 4.2A and 4.2B to PACCAR Financial Corp.’s Registration Statement on Form S-3 dated December 23, 2003, Registration Number 333-111504).

Form of Letter of Representation among PACCAR Financial Corp., Citibank, N.A. and the Depository Trust Company, Series K (incorporated by reference to Exhibit 4.3 to PACCAR Financial Corp.’s Registration Statement on Form S-3 dated December 23, 2003, Registration Number 333-111504).

(e)              Forms of Medium-Term Note, Series L (incorporated by reference to Exhibits 4.2A and 4.2B to PACCAR Financial Corp.’s Registration Statement on Form S-3 dated November 7, 2006, Registration Number 333-138464).

Form of Letter of Representation among PACCAR Financial Corp., Citibank, N.A. and the Depository Trust Company, Series L (incorporated by reference to Exhibit 4.3 to PACCAR Financial Corp.’s Registration Statement on Form S-3 dated November 7, 2006, Registration Number 333-138464).

(10)          Material contracts

(a)              PACCAR Inc Amended and Restated Supplemental Retirement Plan.

(b)             Deferred Incentive Compensation Plan (Amended and Restated as of December 31, 2004) (incorporated by reference to Exhibit (10)(b) of the Annual Report on Form 10-K for the year ended December 31, 2005).

(c)              Amended and Restated PACCAR Inc Restricted Stock and Deferred Compensation Plan for Non-employee Directors.

(d)             PACCAR Inc Long Term Incentive Plan (incorporated by reference to Appendix A of the 2006 Proxy Statement, dated March 14, 2006).

(e)              PACCAR Inc Senior Executive Yearly Incentive Compensation Plan (incorporated by reference to Appendix B of the 2006 Proxy Statement, dated March 14, 2006).

12




(f)                Compensatory arrangement with K. R. Gangl dated February 1, 1999 and attached amendment dated February 18, 1999 (incorporated by reference to exhibit (10)(g) of the Annual Report on Form 10-K for the year ended December 31, 2004).

(g)             PACCAR Inc Long Term Incentive Plan, Nonstatutory Stock Option Agreement and Form of Option Grant Agreement (incorporated by reference to Exhibit 99.1 of Form 8-K dated January 20, 2005 and filed January 25, 2005).

(h)             PACCAR Inc Long Term Incentive Plan, Amended Form of 2006 Restricted Stock Award Agreement (incorporated by reference as Exhibit 99.2 of Form 8-K dated January 31, 2007 and filed February 5, 2007).

(i)                 PACCAR Inc Long Term Incentive Plan, Form of Restricted Stock Award Agreement (incorporated by reference as Exhibit 99.1 of Form 8-K dated January 31, 2007 and filed February 5, 2007).

(j)                 PACCAR Inc Long Term Incentive Plan, Amended Form of Share Match Restricted Stock Award Agreement (incorporated by reference as Exhibit 99.3 of Form 8-K dated January 31, 2007 and filed February 5, 2007).

(k)              Amendment to compensatory arrangement with non-employee directors (incorporated by reference to Exhibit (10)(h) of the Quarterly Report on Form 10-Q for the quarter ended September 30, 2005).

(l)                 PACCAR Inc Savings Investment Plan (incorporated by reference to Exhibit (10)(i) of the Quarterly Report on Form 10-Q for the quarter ended September 30, 2005).

(m)           Deferred Compensation Plan (incorporated by reference as Exhibit 99.1 of Form 8-K dated September 12, 2006 and filed September 15, 2006).

Certain instruments relating to long-term debt constituting less than 10 percent of the Company’s total assets are not filed as exhibits herewith pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K. The Company will file copies of such instruments upon request of the Commission.

(13)          Annual report to security holders

Portions of the 2006 Annual Report to Stockholders have been incorporated by reference and are filed herewith.

(21)          Subsidiaries of the registrant

(23)          Consent of independent registered public accounting firm

(24)          Power of attorney

Powers of attorney of certain directors

(31)          Rule 13a-14(a)/15d-14(a) Certifications:

(a)              Certification of Principal Executive Officer.

(b)             Certification of Principal Financial Officer.

(32)          Section 1350 Certifications:

(a)              Certification pursuant to rule 13a-14(b) and section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. section 1350).

(b)                                 Exhibits

The response to this portion of Item 15 is submitted as a separate section of this report.

(c)                                  Financial Statement Schedules

All schedules are omitted because the required matter or conditions are not present or because the information required by the schedules is submitted as part of the consolidated financial statements and notes thereto.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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:

February 26, 2007

 

 

/s/ M. C. Pigott

 

 

M. C. Pigott, Chairman and

 

 

Chief Executive Officer

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated.

Signature

 

Title

 

 

 

/s/ M. A. Tembreull

 

Vice Chairman

M. A. Tembreull

 

(Principal Financial Officer)

 

 

 

/s/ M. T. Barkley

 

Vice President and Controller

M. T. Barkley

 

(Principal Accounting Officer)

 

 

 

*/s/ H. A. Wagner

 

Director

H. A. Wagner

 

 

 

 

 

*/s/ J. C. Pigott

 

Director

J. C. Pigott

 

 

 

 

 

*/s/ J. M. Fluke, Jr.

 

Director

J. M. Fluke, Jr.

 

 

 

 

 

*/s/ C. R. Williamson

 

Director

C. R. Williamson

 

 

 

 

 

*/s/ A. J. Carnwath

 

Director

A. J. Carnwath

 

 

 

 

 

*/s/ W. G. Reed, Jr.

 

Director

W. G. Reed, Jr.

 

 

 

 

 

*/s/ S. F. Page

 

Director

S. F. Page

 

 

 

 

 

*/s/ R. T. Parry

 

Director

R. T. Parry

 

 

 

 

 

*By /s/ M. C. Pigott

 

 

M. C. Pigott

 

 

Attorney-in-Fact

 

 

 

14




 

ANNUAL REPORT ON FORM 10-K

ITEM 15(c)

CERTAIN EXHIBITS

YEAR ENDED DECEMBER 31, 2006

PACCAR INC AND SUBSIDIARIES

BELLEVUE, WASHINGTON



EX-10.A 2 a07-4930_1ex10da.htm EX-10.A

Exhibit 10(a)

December 4, 2006

PACCAR Inc

Amended and Restated Supplemental Retirement Plan

(Effective as of January 1, 2005)

SECTION 1. ESTABLISHMENT AND PURPOSE OF THE SUPPLEMENTAL PLAN

PACCAR Inc, a Delaware corporation (the “Company”), established the PACCAR Inc Supplemental Retirement Plan (the “Supplemental Plan”) effective as of January 1, 1975.  The sole purpose of the Supplemental Plan is to supplement the benefits of certain employees under the PACCAR Inc Retirement Plan, as amended from time to time (the “Retirement Plan”).  The Supplemental Plan has been amended from time to time, and was last amended on December 19, 2005.

The Company hereby again amends and restates the Supplemental Plan effective as of January 1, 2005.  The Supplemental Plan, as amended and restated, is intended to satisfy the requirements of, and shall be implemented and administered in a manner consistent with, Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the Treasury regulations promulgated thereunder.  Benefits that commenced to be paid under the Supplemental Plan before January 1, 2005 shall be governed by the terms and conditions of the Supplemental Plan, as in effect on December 31, 2004.

SECTION 2. PARTICIPATION

A Member who is an Employee (as both terms are defined in the Retirement Plan) shall become a “Participant” in the Supplemental Plan on the first day of the calendar year immediately following the calendar year in which the earliest of (a), (b) or (c) below, occurs:

(a)           The date the Employee elects to participate in the PACCAR Inc Deferred Incentive Compensation Plan, Section 6 of the Administrative Guidelines of the PACCAR Inc Long Term Incentive Plan or the PACCAR Inc Deferred Compensation Plan, as they may be amended from time to time (collectively, the “Nonqualified Plans”);

(b)           The date the Employee’s monthly pension (determined in accordance with the Retirement Plan) would, but for the limitation of Section 415 of the Code and the maximum benefit limitations of the Retirement Plan, exceed the amount of the monthly pension actually payable to such Employee under the Retirement Plan after the application of such limitation.

(c)           The date the Employee’s monthly pension (determined in accordance with the Retirement Plan) would, but for the limitation of Section 401(a)(17) of the Code, exceed the amount of the monthly pension actually payable to such Employee under the Retirement Plan after the application of such limitation.

Notwithstanding the foregoing, Participants shall be limited to, and may be more restrictive than, the group of employees who are members of a select group of management or highly-compensated employees (within the meaning of Sections 201, 301, and 401 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).




SECTION 3. SUPPLEMENTAL BENEFITS

A Participant’s Supplemental Benefit shall be the amount (if any) by which the Total Pension Benefit exceeds the Participant’s Retirement Plan Benefit.  The Total Pension Benefit and the Retirement Plan Benefit shall be calculated as of the “Supplemental Benefit Commencement Date.”

(a)           For purposes of calculating a Participant’s Supplemental Benefit, “Total Pension Benefit” shall equal the monthly pension which would be payable to such Participant under Article 5 of the Retirement Plan (i) if the maximum benefit limitations of Section 415 of the Code and of the Retirement Plan did not apply, (ii) if the includable compensation limitations of Section 401(a)(17) of the Code did not apply, and (iii) if the definition of “Salary” in the Retirement Plan included any amount of base salary that is deferred or any amount of incentive compensation that is deferred under the Company’s Nonqualified Plans.  For purposes of this paragraph, amounts deferred under the Company’s Nonqualified Plans shall be deemed to be included in “Salary” for the calendar year in which such amounts are earned.

(b)           For purposes of calculating the Supplemental Benefit, as discussed above, “Retirement Plan Benefit” shall equal the Participant’s monthly pension payable under the Retirement Plan.

SECTION 4. SUPPLEMENTAL BENEFIT PAYMENTS

(a)           Supplemental Benefit Commencement Date.  A Participant’s “Supplemental Benefit Commencement Date” shall be the first day of the first month immediately following the latest of:

(1)           The date of the Participant’s Termination of Employment;

(2)           The date the Participant attains age 65 or the Participant attains age 55 with 15 years of service (whichever is earlier); or

(3)           The date that is 12 months after the Participant’s Payment Election Date.

For purposes of the Supplemental Plan, “Termination of Employment” shall mean a “separation from service” as defined in Section 409A of the Code and the Treasury regulations promulgated thereunder.  For purposes of paragraph (3) above, “Payment Election Date” shall mean either: (i)  January 31, 2006 for each Employee who is a Participant on such date or (ii) for other Participants, the date on which the Participant elects a form of payment for the Supplemental Benefit, provided that such date is not later than 30 days from the date such Employee first became a Participant.

(b)           Supplemental Payment Form.  The Supplemental Benefit shall be payable either in a single cash lump sum or in an annuity (paid monthly).

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(1)           Each Participant shall elect the form in which the Supplemental Benefit (if any) shall be paid within 30 days after first becoming a Participant.  Notwithstanding the foregoing, each Employee who was a Participant on January 1, 2006 and whose Supplemental Benefit (if any) has not been paid (or commenced to be paid) as of January 1, 2006, shall elect the form in which such Supplemental Benefit shall be paid no later than January 31, 2006.  If a Participant fails to specify the form in which the Supplemental Benefit (if any) shall be paid, then such Participant’s Supplemental Benefit shall be paid as an annuity; provided, however, that the Participant shall have the right to specify the type of actuarially equivalent annuity from those available under the Retirement Plan at any time up to the Supplemental Benefit Commencement Date.  In the event a Participant fails to specify the type of annuity prior to the Supplemental Benefit Commencement Date, the Supplemental Benefit shall be paid as a single life annuity, if the Participant is not married on such Date, and as a 50% joint and survivor annuity, if Participant is married on such Date.

(2)           A Participant may change the form in which the Supplemental Benefit (if any) shall be paid; provided, however that if such change is made more than 30 days after the Employee first became a Participant, then the change will not be effective for 12 months and the Supplemental Benefit Commencement Date shall be delayed at least five (5) years from when payment otherwise would have been made or commenced.  In this regard, if a Participant first elects the form in which the Supplemental Benefit shall be paid more than 30 days after such Employee first became a Participant (or after January 31, 2006 for Employees who were Participants on January 1, 2006), then such initial election shall be deemed a change to a prior election and shall be subject to the same conditions.  Notwithstanding the foregoing, a change in the form of annuity shall not be deemed a change in the form in which such Supplemental Benefit shall be paid, provided that the annuities are actuarially equivalent under Section 409A of the Code (and the Treasury regulations promulgated thereunder), and that the change in the form of annuity is made prior to the Supplemental Benefit Commencement Date.

(3)           The amount of a Participant’s Supplemental Benefit (if any) shall be adjusted to reflect the form in which such Supplemental Benefit is paid.  If paid as an annuity, such adjustment shall be made in accordance with Section 6.1 of the Retirement Plan by applying the actuarial factors and assumptions used for annuity conversions as described in the definition of “Actuarial Equivalent” in the Retirement Plan.  If paid in a single cash lump sum, such adjustment shall be made by applying the actuarial factors and assumptions used for lump sum distributions as described in the definition of “Actuarial Equivalent” in the Retirement Plan.

(c)           2005 Termination of Employment.  Notwithstanding this Section, if the date of a Participant’s Termination of Employment is during the 2005 calendar year, then the benefit accrued under the Supplemental Plan (if any) after December 31, 2004 shall be paid to Participant in a single cash lump sum on or before December 31, 2005 and the portion attributable to service prior to January 1, 2005 shall be paid in accordance to the terms and conditions of the Supplemental Plan, as in effect on December 31, 2004.

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(d)           Specified Employee.  Notwithstanding anything to the contrary, if a Participant’s Supplemental Benefit becomes payable on account of the Participant’s Termination of Employment (other than on account of the Participant’s death) and such Participant is a Specified Employee, then such Participant’s Supplemental Benefit shall be paid at least six (6) months after the Participant’s Termination of Employment.  For purposes of this paragraph, “Specified Employee” shall mean a Participant who is a “specified employee” as such term is defined in Section 409A of the Code and the Treasury regulations promulgated thereunder.

(e)           Death Benefits.  Upon the death of a Participant prior to the Supplemental Benefit Commencement Date, the Participant’s surviving spouse (if any) shall be eligible to receive a Survivor Pension.  The “Survivor Pension” shall be the amount (if any) by which the Total Survivor Pension Benefit exceeds the surviving spouse’s Retirement Plan Benefit.  The Total Survivor Pension Benefit and the Retirement Plan Benefit shall be calculated as of the date of the Participant’s death.

(1)           For purposes of calculating the Survivor Pension, “Total Survivor Pension Benefit” shall equal the monthly pension payment which would be payable under Article 7 of the Retirement Plan (i) if the maximum benefit limitations of Section 415 of the Code and of the Retirement Plan did not apply, (ii) if the includable compensation limitations of Section 401(a)(17) of the Code did not apply, and (iii) if the definition of “Salary” in the Retirement Plan included any amounts of base salary or incentive compensation deferred under the Company’s Nonqualified Plans.  For purposes of this paragraph, amounts deferred under the Company’s Nonqualified Plans shall be deemed to be included in “Salary” for the calendar year in which such amounts are earned.

(2)           For purposes of calculating the Survivor Pension, as described above, the surviving spouse’s “Retirement Plan Benefit” shall be the actual monthly pension payable under Article 7 of the Retirement Plan.

(3)           The Survivor Pension shall be paid on the Participant’s Supplemental Benefit Commencement Date and in the form in which the Participant’s Supplemental Benefit would have been paid.

(f)            Small Plan Benefits.  Notwithstanding the Participant’s form of payment election under this Section 4, if the lump-sum value of the Participant’s Supplemental Benefit is $50,000 (or less) as of the Supplemental Benefit Commencement Date, then such Participant’s Supplemental Benefit shall be paid in a single cash lump sum.  In addition, if the lump-sum value of a surviving spouse’s Survivor Pension is $50,000 (or less), then such Survivor Pension shall be paid in a single cash lump sum.  For the purpose of determining the Supplemental Benefit under this section, the Company shall use the actuarial factors and assumptions described in the definition of “Actuarial Equivalent” in the Retirement Plan.

SECTION 5. FUNDING

The Supplemental Plan shall be unfunded, and Supplemental Benefits shall be paid only from the general assets of the Company.

4




SECTION 6. ADMINISTRATION

The Supplemental Plan shall be administered by the Company. The Company shall make such rules, interpretations and computations as it may deem appropriate; and any decision with respect to the Supplemental Plan, including (without limitation) any determination of eligibility to participate in the Supplemental Plan and any calculation of Supplemental Benefits shall be within the discretion of the Company.  To the extent not preempted by ERISA, the Supplemental Plan shall be construed according to the laws of the State of Washington.

SECTION 7.  CLAIMS PROCEDURE

(a)  Benefits Claim.  Claims for benefits and inquiries concerning the Supplemental Plan (or concerning present or future rights to benefits under the Supplemental Plan) shall be submitted to the Company in writing.  A claim for benefits shall be submitted on the prescribed form and shall be signed by the Participant (or, the beneficiary, if applicable).

(b)  Benefit Claim Denial.  In the event that a claim for benefits is denied in whole or in part, the Company shall notify the claimant in writing of the denial and of the right to a review of the denial.  The written notice shall set forth, in a manner calculated to be understood by the applicant, specific reasons for the denial, specific references to the provisions of the Supplemental Plan on which the denial is based, a description of any information or material necessary for the claimant to perfect the claim, an explanation of why the material is necessary, and an explanation of the review procedure under the Supplemental Plan.  The written notice shall be given to the claimant within a reasonable period of time (not more than 90 days) after the Company received the claim, unless special circumstances require further time for processing and the claimant is advised of the extension.  In no event shall the notice be given more than 180 days after the Company received the claim.

(c)  Review.  A claimant whose claim for benefits was denied in whole or in part, or the claimant’s duly authorized representative, may appeal the denial by submitting to the Company a request for a review of the claim within 90 days after receiving written notice of the denial from the Company.  The Company shall give the claimant or his or her representative an opportunity to review pertinent materials, other than legally-privileged documents, in preparing the request for a review.  The request for a review shall be in writing and addressed to the Company.  The request for a review shall set forth all of the grounds on which it is based, all facts in support of the request, and any other matters that the claimant (or representative) deems pertinent.  The Company may require the claimant to submit such additional facts, documents or other material as it may deem necessary or appropriate in making its review.

(d)  Review Decision.  The Company shall act on each request for an appeal within 60 days after receipt, unless special circumstances require further time for processing and the applicant is advised of the extension.  In no event shall the decision on review be rendered more than 120 days after the Company received the request for a review.  The Company shall give prompt written notice of its decision to the claimant.  In the event that the Company confirms the denial of the claim for benefits in whole or in part, the notice shall set forth, in a manner

5




calculated to be understood by the claimant, the specific reasons for the decision and specific references to the provisions of the Supplemental Plan on which the decision is based.

(e)  Rules and Interpretations.  The Company shall adopt such rules, procedures and interpretations of the Supplemental Plan as it deems necessary or appropriate in carrying out its responsibilities under this Section 7.

(f)  Exhaustion of Remedies.  No legal action for benefits under the Supplemental Plan shall be brought unless and until the claimant (i) has submitted a written claim for benefits in accordance with this Section 7, (ii) has been notified by the Company that the claim is denied, (iii) has filed a written request for a review of the claim in accordance with this Section 7, and (iv) has been notified in writing that the Company has affirmed the denial of the claim; provided, however, that legal action may be brought after the Company has failed to take any action on the claim within the time prescribed by this Section 7.

SECTION 8. AMENDMENT AND TERMINATION

The Company expects to continue the Supplemental Plan indefinitely.  Future conditions, however, cannot be foreseen, and the Company shall have the authority to amend or to terminate the Supplemental Plan at any time; provided, however, that any such termination shall be subject to the requirements of Section 409A of the Code and the Treasury regulations promulgated thereunder.  In the event of an amendment or termination of the Supplemental Plan, a Participant’s Supplemental Benefit shall not be less than the Supplemental Benefits to which the Participant would be entitled if the Participant’s employment had terminated immediately prior to such amendment or termination of the Supplemental Plan.

SECTION 9. CHANGE OF CONTROL

(a)           Vesting.  Notwithstanding any other provision of the Supplemental Plan to the contrary, in the event of a Change of Control, each Participant shall immediately be fully vested in the benefits under the Supplemental Plan which have accrued through the date of the Change of Control.

(b)           Change of Control.  For purposes of the Supplemental Plan, “Change of Control” shall mean “Change in Control” as such term is defined in Section 16.4 of the PACCAR Inc Long Term Incentive Plan, as approved by the stockholders of the Company on April 25, 2006.

(c)           Termination.  Notwithstanding any provision to the contrary, the Company may terminate the Supplemental Plan in its entirety within the 30 days preceding or the 12 months following a “change in control event” (as such term is defined in the Treasury regulations promulgated pursuant to Section 409A of the Code); provided, that all substantially similar arrangements also are terminated and that the Participants (or beneficiary, if applicable) receive the benefit under the Supplemental Plan (if any) within 12 months of the date the Supplemental Plan is terminated.  The Company shall determine, in its sole discretion, whether to terminate the Supplemental Plan pursuant to this Section 9 and to pay all Supplemental Benefits (or the

6




remaining amount of Supplemental Benefits that are in pay status) in single cash lump sums.  For purposes of calculating the present value of the Supplemental Benefit to be paid upon such a termination of the Supplemental Plan, the date the Plan is terminated shall be the Supplemental Benefit Commencement Date for all Participants whose Supplemental Benefit is not then in pay status, the interest rate shall be 0% and the assumed mortality table shall be the “Applicable Mortality Table” described in the definition of “Actuarial Equivalent” in the Retirement Plan.

SECTION 10. EMPLOYMENT RIGHTS

Nothing in the Supplemental Plan shall be deemed to give any person any right to remain in the employ of the Company or affect any right of the Company to terminate a person’s employment with or without cause.

SECTION 11. FORFEITURE OF SUPPLEMENTAL BENEFITS

(a)                                  Forfeiture.  Benefits payable under the Supplemental Plan to a Participant will be forfeited if service with the Company is terminated for Cause.  Benefits shall also be forfeited if, after Termination of Employment for reasons other Cause, a Participant fails or refuses to provide advice and counsel to the Company when reasonably requested to do so.  The good faith determination of the Board of the existence of facts justifying forfeiture is considered conclusive under the Supplemental Plan.

(b)                                 Cause.  For purposes of the Supplemental Plan, “Cause” is defined to include any of the following conduct:

(1)                                  an act of embezzlement, fraud or theft;

(2)                                  deliberate disregard of the rules of the Company or a subsidiary,

(3)                                  unauthorized disclosure of any of the secrets or confidential information of the Company or a subsidiary;

(4)                                  any conduct which constitutes unfair competition with the Company or a subsidiary;

(5)                                  inducing any customers of the Company to breach any contracts with the Company or a subsidiary.

SECTION 12. NO ALIENATION

Benefits payable under the Supplemental Plan shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, charge, garnishment, execution or levy of any kind, either voluntary or involuntary, prior to actually being received by the person entitled to the benefit under the terms of the Supplemental Plan; and any attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber, charge or otherwise dispose of any right to a benefit payable hereunder shall be void with the exception of payroll taxes paid on the

7




participant’s behalf. The prohibition on assignment or alienation shall apply to any judgment, decree or order (including approval of a property settlement) which relates to the provisions of child support, alimony or property rights to a present or former spouse, child or other dependent of a Participant pursuant to a state domestic relations or community property law.  The Company shall not in any manner be liable for, or subject to, the debts, contracts, liabilities, engagements or torts of any person entitled to a benefit hereunder.

SECTION 13. EXECUTION

PACCAR Inc, by its Chairman of the Board and Chief Executive Officer, has executed this Supplemental Plan document on December 7, 2006.

 

PACCAR Inc

 

 

 

/s/ Mark C. Pigott

 

Mark C. Pigott

 

8



EX-10.C 3 a07-4930_1ex10dc.htm EX-10.C

Exhibit 10(c)

December 5, 2006

AMENDED AND RESTATED

PACCAR INC

RESTRICTED STOCK AND DEFERRED COMPENSATION PLAN

FOR NON-EMPLOYEE DIRECTORS

1.             PURPOSE OF THE PLAN

The Company has established this Plan to provide Non-Employee Directors with financial incentives to promote the success of the Company’s long-term business objectives, and to encourage qualified persons to accept nominations as a Non-Employee Director.  The Plan is unfunded and benefits are payable in the form of shares of PACCAR Common Stock or cash.  The Plan was last amended in September 2005.

The Company amends and restates the Plan effective as of January 1, 2005.  The deferral feature of the Plan is intended to satisfy the requirements of section 409A of the Internal Revenue Code of 1986,  as amended (“the Code”), with respect to compensation deferred after December 31, 2004 (and subsequent earnings thereon). The balance in the Deferred Accounts as of December 31, 2004 (and subsequent earning thereon) shall be governed by the distribution rules in effect on December 31, 2004.

2.             DEFINITIONS

(a) Board of Directors means the Board of Directors of PACCAR Inc.

(b) Committee means the Nominating and Governance Committee of the Board of Directors or any successor to such committee.

(c) Common Stock means common shares of PACCAR Inc with $1.00 par value and any class of common shares into which such common shares hereafter may be converted.

(d) Company means PACCAR Inc, a Delaware corporation.

(e) Deferred Accounts means either the unfunded Stock Unit Account or Income Account maintained by the Company into which a Non-Employee Director may defer payment of his or her cash compensation (retainer and fees) for service as a Company director.  The Company also shall establish subaccounts under a Non-Employee Director’s Deferred Accounts in order to separately account for the amounts in such Deferred Accounts that are, and that are not, subject to section 409A of the Code.

(f) Fair Market Value means the closing price of the Common Stock on NASDAQ reported for the date specified for determining such value.

(g) Grant Date means the first business day of  each calendar year  that Non-Employee Directors receive a grant of Restricted Stock.

(h) Grantee means the Non-Employee Director receiving the Restricted Stock or his legal representative, legatees, distributees, alternate payees, or  trustees as the case may be.

(i) Mandatory Retirement means retirement as a Non-Employee Director at age seventy-two (72) or at such other age as may be specified in the bylaws for the Board of Directors in effect at the time of a Non-Employee Director’s Termination.

1




(j) Non-Employee Director means a member of the Company’s Board of Directors who is not a current employee of the Company.

(k) Plan means this PACCAR Inc Restricted Stock and Deferred Compensation Plan for Non-Employee Directors as it may be amended from time to time, or any successor plan that the Committee or Board of Directors may adopt from time to time with respect to the grant of Director Restricted Stock or other stock-based grants.

(l) Restricted Stock means Common Stock that may not be sold, transferred, or otherwise disposed of by the Grantee except under such circumstances as may be specified by the Committee.

(m) Termination means a “separation from service” within the meaning of section 409A of the Code.

3.             PARTICIPATION

Each Non-Employee Director of the Company shall be eligible to participate in the Plan during his tenure as a Director.

4.             GRANTS OF RESTRICTED STOCK

(a) On the first business day of each calendar year for the duration of the Plan (the Grant Date), each person who is a Non-Employee Director shall receive a grant of Restricted Stock in an amount equal to the number of shares of Common Stock that the “Base Amount” could have purchased at the Fair Market Value on such Grant Date (rounded up to the nearest whole share).  The “Base Amount” shall be $60,000 as of January 1, 2005, and $90,000 as of January 1, 2006.  The Board of Directors, in its sole discretion, may adjust the Base Amount for any Grant Date; provided, that the adjusted Base Amount is established no later than the December 31 immediately prior to the Grant Date on which such Base Amount shall be effective.

(b) Shares of Restricted Stock shall vest in full and  become unrestricted on the third anniversary of the applicable Grant Date subject to the provisions of Section 10. Shares of Restricted Stock may not be sold, transferred  or otherwise disposed of by a Grantee until such shares become unrestricted in accordance with the provisions of this Section 4(b).

(c) Each Restricted Stock grant shall be evidenced by a written Restricted Stock Grant Agreement that shall be executed by the Grantee and an authorized Company representative which shall indicate the date of the Restricted Stock award, the number of shares of Common Stock awarded, and contain such terms and conditions as the Committee shall determine with respect to such Restricted Stock grant consistent with the Plan.

(d) A PACCAR Non-Employee Director first elected to the Board of Directors during a calendar year is entitled to a pro-rated grant of Restricted Stock.  The pro-rated grant of Restricted Stock shall be calculated as follows: the number of shares of Common Stock that the Base Amount could have purchased at the Fair Market Value on the first business day the Non-Employee Director’s Board service becomes effective (rounded up to the nearest whole share) pro-rated to reflect the number of calendar quarters such Non-Employee Director will serve on the Board of Directors during the calendar year in which such Non-Employee Director is first elected.

2




5.             SHARES OF COMMON STOCK SUBJECT TO THE PLAN

There shall be reserved for use under the Plan (subject to the provisions of Section 8 hereof) a total of 487,500 shares of Common Stock, (adjusted to 731,250 shares effective with the August 2006 50% stock dividend) which shares may be authorized but unissued shares of Common Stock, treasury shares, or issued shares of Common Stock that shall have been reacquired by the Company.

6.             DIVIDEND, VOTING, AND OTHER SHAREHOLDER RIGHTS

Except as otherwise provided in the Plan, each Grantee shall have all of the rights of a shareholder of the Company with respect to all outstanding shares of Restricted Stock registered in his name, including the right to receive dividends and other distributions paid or made with respect to such shares and the right to vote such shares.

7.             DEFERRAL OF COMPENSATION

In addition to the grant of Restricted Stock a Non-Employee Director may elect, on or before December 31 of any year, to defer payment of at least 25% of the cash compensation to be paid to the Non-Employee Director for services as a Company director during the following calendar year.  Before the term of a new Non-Employee Director begins, he may elect to defer payment of cash compensation earned for the remainder of the calendar year in which his term begins.

Each participating Non-Employee Director may elect to have all or a portion of his cash compensation placed into one or both of two unfunded accounts maintained by the Company (hereafter Deferred Accounts). At the time a Non-Employee Director makes a deferral election, such Non-Employee Director shall specify the time and manner in which the Deferred Accounts shall be paid, using the deferral election forms prescribed by the Committee.  Payment of the Deferred Accounts may be made (i) on account of the Non-Employee Director’s Termination or (ii) based on a specific date after the Non-Employee Director’s Termination (including the date the Non-Employee Director attains a specified age).  The Non-Employee Director’s deferral election form also must specify the allocation and investment of the deferred compensation between the Stock Unit Account and the Income Account.  If a Non-Employee Director fails to specify the allocation and investment of the deferred compensation, then it shall be allocated and invested in the Income Account.

(a) Stock Unit Account. The account  will be credited with the number of shares of Common Stock that the amount deferred could have purchased at the Fair Market Value on the date the Non-Employee Director’s cash compensation is payable.  Thereafter, any dividends earned will be treated as if those dividends had been invested in additional shares of Common Stock at the Fair Market Value on the date the dividend is payable. Amounts credited to the Stock Unit Account shall be distributed in shares of Common Stock either in a single payment or in substantially equal annual installments (over a period not to exceed 15 years), as specified by the Non-Employee Director on the deferral election form.  Any fractional shares will be paid in cash.   If a Non-Employee Director fails to specify the manner in which the Stock Unit Account shall be distributed, then it shall be distributed in a single payment.

(b) Income Account.  The account will be credited with the amount deferred, and interest shall begin to accrue, as of the date the Non-Employee Director’s cash compensation is payable.  Interest is credited at a rate equal to the simple combined average of the monthly Aa Industrial Bond yield averages for the immediately preceding calendar quarter as reported in Moody’s Bond Record.  Interest is

3




compounded quarterly. Amounts credited to the Income Account shall be distributed either in a single payment or in substantially equal quarterly, semi-annual or annual installments (over a period not to exceed 15 years), as specified by the Non-Employee Director on the deferral election form.  If a Non-Employee Director fails to specify the manner in which the Income Account shall be distributed, then it shall be distributed in a single payment.

Unless otherwise required by applicable law, the deferral election a Non-Employee Director makes under the Plan shall remain in effect from year-to-year.  A Non-Employee Director may, however, increase or decrease the amount being deferred in the future by making a new deferral election no later than the December 31 immediately preceding the calendar in which the new election is to be effective.  The amounts deferred under the new deferral election shall be distributed at the time specified in the prior deferral election and the amounts deferred under the new deferral election will be allocated in accordance with the prior deferral election, unless the Non-Employee Director specifies otherwise.

A Non-Employee Director may change the time and manner in which the Deferred Accounts shall be distributed; provided that (i) the new deferral election will become effective 12 months from the date it is made and (ii) the new deferral election specifies a distribution date that is at least five (5) years later than the prior distribution date.  Notwithstanding the foregoing, a change in the time and/or manner of distribution of the Deferred Accounts shall not accelerate the distribution date of the Deferred Accounts, except as allowed by section 409A of the Code and the Treasury regulations promulgated thereunder.

8.             ADJUSTMENTS TO THE NUMBER OR VALUE OF SHARES OF COMMON STOCK

If there are any changes in the number or value of shares of Common Stock by reason of stock dividends, stock splits, reverse stock splits, recapitalizations, mergers, consolidations, or other events that increases or decreases the number or value of issued and outstanding shares of Common Stock, then proportionate adjustments shall be made to the number of shares  of Common Stock (i) available for issuance  under the Plan pursuant to Section 5 above, (ii) covered by an unvested grant of Restricted Stock, and (iii) credited to each Stock Unit Account in order to prevent dilution or enlargement of rights.  This provision does not, however, authorize the delivery of a fractional share of Common Stock under the Plan.

9.             NON-TRANSFERABILITY

Shares of Restricted Stock and the Deferred Accounts shall not be assigned, attached, or otherwise subject to any creditor’s process or transferred except by will or the laws of descent and distribution, or pursuant to a trust created for the benefit of the Non-Employee Director or his family or pursuant to a qualified domestic relations order as defined by the Code, Title I of Employee Retirement Income Security Act or the rules thereunder.  The restrictions set forth in Section 4(b) shall apply to the shares of Restricted Stock in the hands of the trustee or Non-Employee Director’s former spouse.

10.           TERMINATION OF STATUS AS A NON-EMPLOYEE DIRECTOR

(a) In the event of a Termination by reason of Mandatory Retirement, disability, or death, all shares of Restricted Stock held by the Grantee shall become fully vested, notwithstanding the provisions of Section 4(b) hereof, and the Grantee (or the Grantee’s estate or a person who acquired the shares of Restricted Stock by bequest or inheritance) shall have the right to sell, transfer or otherwise dispose of such shares at any time.

4




(b) In the event of a Termination for any reason other than those specified in Section 10 (a) above, any shares of Restricted Stock granted hereunder shall be forfeited and the Grantee shall return to the Company for cancellation any stock certificates representing such forfeited shares which shall be deemed to be canceled and no longer outstanding as of the date of Termination; and from and after the date of Termination, the Grantee shall cease to be a shareholder with respect to such forfeited shares and shall have no dividend, voting, or other rights with respect thereto.

(c) The Deferred Accounts shall be distributed (or commence to be distributed), as soon as administratively practicable, in accordance with the Non-Employee Director’s prior election form.  If a Non-Employee Director failed to specify the time on which the Deferred Accounts shall be distributed, then such Non-Employee Director’s Deferred Accounts shall be distributed in the first January following the Non-Employee Director’s Termination.

(d) Notwithstanding a Non-Employee Director’s election, if the aggregate value of the Deferred Accounts is less than $50,000 at the time distribution is made (or is scheduled to begin), then the Deferred Accounts shall be distributed at that time in a single payment, in shares of Common Stock for the Stock Unit Account and in cash for the Income Account.

11.           CHANGE IN CONTROL

Upon the occurrence of a change in control of the Company, all grants of Restricted Stock under the Plan shall vest in full and become unrestricted and nonforfeitable.  For purposes of this Section 11, a “change in control” shall have the meaning given to such term under Section 16.4 of the PACCAR Inc Long Term Incentive Plan, as approved by the shareholders of the Company on April 25, 2006.  In addition, the Board or the Committee may in its sole discretion terminate the deferral feature of the Plan within the 30 days preceding or the 12 months following a “change in control event” (as such term is defined in the Treasury regulations promulgated pursuant to section 409A of the Code), provided that all substantially similar arrangements also are terminated and that all Non-Employee Directors receive the balance of their Deferred Accounts (if any) in a single payment within 12 months of the date the Deferral feature is terminated.

12.           PLAN ADMINISTRATION

The Plan will be administered by the Committee.  The Company will pay all costs of administration of the Plan.  The Committee shall have sole discretion to interpret the Plan, amend and rescind rules relating to its implementation and make all determinations necessary for administration of the Plan.  Any determination, decision, or action of the Committee in connection with the interpretation, administration, or application of the Plan shall be final, conclusive, and binding on all persons.  The Committee may employ consultants or other persons and rely upon their advice.  All actions taken and all determinations made by the Committee in good faith shall be final and binding upon all Non-Employee Directors, the Company, and all interested persons.  No member of the Committee shall be personally liable for any action, determination, or interpretation made in good faith with respect to the Plan.

The Committee may make such amendments or modifications in the terms and conditions of any grant of Restricted Stock as it may deem advisable, or cancel or annul any grant of Restricted Stock; provided, however, that no such amendment, modification, cancellation or annulment may, without the consent of the Grantee, adversely affect his rights with respect to such grant. In addition, the Committee may amend or modify the deferral feature, provided that any such amendment or modification (i) is made in accordance with section 409A of the Code and the Treasury regulations promulgated thereunder, (ii) does not

5




adversely affect the Non-Employee Director’s rights thereunder without such Non-Employee Director’s written consent, and (iii) is not a “material modification” that would result in the loss of grandfather treatment with respect to the balance in the Deferred Accounts as of December 31, 2004 (and earnings thereon).

13.           TAX WITHHOLDING

To the extent required by law, the Non-Employee Director (or Grantee, if applicable) shall make such arrangements satisfactory to the Company to satisfy any tax withholding or employment tax obligations due with respect to Restricted Stock or the Deferred Accounts.  The Company shall have the right to withhold or deduct from any payment under the Plan in order to satisfy any applicable tax withholding obligations.

14.           AMENDMENT AND TERMINATION OF THE PLAN

The Board of Directors or the Committee may at any time suspend, terminate, modify or amend the Plan in any respect; provided, however, shareholder approval of any Plan amendment shall be obtained only if required by law or the requirements of any stock exchange on which the Common Stock is listed or quoted and provided, further, that any termination shall be subject to the requirements of section 409A of the Code.  No suspension, termination, modification, or amendment of the Plan may, without the consent of the Non-Employee Director (or Grantee, if applicable), adversely affect his rights with respect to the Restricted Stock or his Deferred Accounts.

15.           BENEFICIARY DESIGNATION

Each Non-Employee Director may designate a beneficiary for each outstanding grant of Restricted Stock and for payment of his Deferred Accounts in the event of his death.  If no beneficiary is designated or the beneficiary does not survive the Non-Employee Director, the award shall be made to the Non-Employee Director’s surviving spouse or, if there is none, to his estate.

16.           EFFECTIVE DATE OF THE PLAN AND DURATION

This Plan, as amended and restated, is effective January 1, 2005 and will remain in effect until terminated by the Committee or the Board of Directors as provided herein.

6



EX-13 4 a07-4930_1ex13.htm EX-13

Exhibit 13

STOCKHOLDER RETURN PERFORMANCE GRAPH

The following line graph compares the yearly percentage change in the cumulative total stockholder return on the Company’s common stock to the cumulative total return of the Standard & Poor’s Composite 500 Stock Index and the return of an industry peer group of companies identified in the graph (the Peer Group Index) for the last five fiscal years ending December 31, 2006. Standard & Poor’s has calculated a return for each company in the Peer Group Index weighted according to its respective capitalization at the beginning of each period with dividends reinvested on a monthly basis. Management believes that the identified companies and methodology used in the graph for the Peer Group Index provides a better comparison than other indices available. The Peer Group Index consists of ArvinMeritor, Inc., Caterpillar Inc., Cummins, Inc., Dana Corp., Deere & Co., Eaton Corp., Ingersoll-Rand Co. Ltd., Navistar International Corp., and Oshkosh Truck Corp. The comparison assumes that $100 was invested December 31, 2001 in the Company’s common stock and in the stated indices and assumes reinvestment of dividends.

 

 

2001

 

2002

 

2003

 

2004

 

2005

 

2006

 

PACCAR Inc

 

100.00

 

109.04

 

206.66

 

304.05

 

272.37

 

400.45

 

S&P 500 Index

 

100.00

 

77.90

 

100.25

 

111.15

 

116.61

 

135.03

 

Peer Group Index

 

100.00

 

96.09

 

158.07

 

189.88

 

196.95

 

224.46

 

 

23




MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

(tables in millions, except truck unit and per share data)

RESULTS OF OPERATIONS:

 

 

2006

 

2005

 

2004

 

Net sales and revenues:

 

 

 

 

 

 

 

Truck and Other

 

$

15,503.3

 

$

13,298.4

 

$

10,833.7

 

Financial Services

 

950.8

 

759.0

 

562.6

 

 

 

$

16,454.1

 

$

14,057.4

 

$

11,396.3

 

Income before taxes:

 

 

 

 

 

 

 

Truck and Other

 

$

1,846.6

 

$

1,516.8

 

$

1,139.9

 

Financial Services

 

247.4

 

199.9

 

168.4

 

Investment income

 

81.3

 

56.9

 

59.9

 

Income taxes

 

(679.3

)

(640.4

)

(461.4

)

Net Income

 

$

1,496.0

 

$

1,133.2

 

$

906.8

 

Diluted Earnings Per Share

 

$

5.95

 

$

4.37

 

$

3.44

 

 

Overview:

PACCAR is a global technology company whose principal businesses include the design, manufacture and distribution of high-quality, light-, medium- and heavy-duty commercial trucks and related aftermarket parts and the financing and leasing of its trucks and related equipment. The Company also manufactures and markets industrial winches.

Consolidated net sales and revenue increased 17% to a record $16.45 billion from $14.06 billion in 2005 due to strong global demand for the Company’s high-quality trucks, aftermarket parts and financial services. Financial Services revenues increased 25% to $950.8 million in 2006.

PACCAR achieved record net income in 2006 of $1,496.0 million ($5.95 per diluted share), which was an increase of 32% over 2005 net income of $1,133.2 million ($4.37 per diluted share). Excellent results were achieved in the Truck and Other businesses due to revenue growth, increased margins and ongoing cost control. Financial Services income before taxes increased 24% to a record $247.4 million compared to $199.9 million in 2005 as a result of strong asset growth, low credit losses and stable finance margins.

Selling, general and administrative (SG&A) expense for Truck and Other increased to $457.3 million in 2006 compared to $429.9 million in 2005. SG&A increased to support expanded sales and higher production levels. However, as a percent of revenues, SG&A expense decreased to a record low of 3.0% in 2006 from 3.2% in 2005 as the Company continued to implement Six Sigma initiatives and process improvements in all facets of the business.

Investment income of $81.3 million in 2006 increased from $56.9 million in 2005. Investment income was higher in 2006 due to higher average cash and marketable debt security balances and higher interest rates compared to 2005.

The 2006 effective income tax rate was 31.2% compared to 32.5% in 2005 (excluding the $64.0 million tax on the 2005 repatriation of $1.5 billion of foreign earnings). The lower 2006 effective income tax rate reflects the impact of a favorable tax settlement and higher tax-exempt investment income in the U.S.

The Company’s return on revenues was a record 9.1% compared to 8.1% in 2005.

Truck

PACCAR’s truck segment, which includes the manufacture and distribution of trucks and related aftermarket parts, accounted for 93% of revenues in 2006 and 94% of revenues in 2005 and 2004. In North America, trucks are sold under the Kenworth and Peterbilt nameplates and, in Europe, under the DAF nameplate.

 

 

2006

 

2005

 

2004

 

Truck net sales and revenues

 

$

15,367.3

 

$

13,196.1

 

$

10,762.3

 

Truck income before taxes

 

$

1,848.8

 

$

1,520.2

 

$

1,145.0

 

 

24




The Company achieved record new truck deliveries in every major market during 2006 as summarized below:

 

 

2006

 

2005

 

2004

 

United States

 

82,600

 

71,900

 

59,200

 

Canada

 

12,900

 

10,900

 

9,100

 

U.S. and Canada

 

95,500

 

82,800

 

68,300

 

Europe

 

55,900

 

52,200

 

45,300

 

Mexico, Australia and other

 

15,400

 

13,500

 

10,500

 

Total units

 

166,800

 

148,500

 

124,100

 

 

2006 Compared to 2005:

PACCAR’s worldwide truck sales and revenues increased 16% to $15.37 billion in 2006 due to high demand for the Company’s trucks and related aftermarket parts in all major markets.

Truck income before taxes was $1.85 billion compared to $1.52 billion in 2005. The increase from the prior year was due to higher production rates, growing aftermarket part sales and improved truck margins. The impact of exchange rate movements was not significant to either revenues or profit in 2006.

In the U.S. and Canada, Peterbilt and Kenworth delivered a record 95,500 medium and heavy trucks during 2006, an increase of 15% over 2005. The increased deliveries reflect overall market growth and increased market share. The Class 8 market increased 12% to a record 322,500 units in 2006 from 287,500 in 2005. The market benefited partially from vehicle sales “pulled forward” prior to the January 1, 2007 implementation of new higher cost EPA emission compliant engines in the United States. PACCAR’s market share increased to 25.3% in 2006 from 23.1% in 2005. The total medium-duty market increased 3% to 107,000 units.

In Europe, DAF trucks delivered a record 55,900 units during 2006, an increase of 7% over 2005. The 15 tonne and above truck market improved to 268,500 units, a 4% increase from 2005 levels. DAF increased its share of the 15 tonne and above market for the seventh year in a row, growing to 14.5% in 2006 from 13.7% in 2005. DAF market share in the 6 to 15 tonne market also increased. Truck and parts sales in Europe represented 28% of PACCAR’s total truck segment net sales and revenues in 2006 compared to 31% in 2005.

Truck unit deliveries in Mexico, Australia and other countries outside the Company’s primary markets increased 14%. Deliveries outside the primary markets to customers in Africa, Asia and South America are sold through PACCAR International, the Company’s international sales division. Combined truck and parts sales in these markets accounted for 10% of total truck segment sales and 9% of truck segment profit in 2006.

PACCAR’s worldwide aftermarket parts revenues were $1.94 billion, an increase of 15% compared to $1.68 billion in 2005. Parts operations benefited from a growing truck population and the continued integration of PACCAR technology with dealer business systems to provide competitive sales programs to more customers.

Truck segment gross margin as a percentage of net sales and revenues improved to 14.7% in 2006 from 14.5% in 2005 as a result of improved operating efficiencies and strong demand for the Company’s products. Higher material costs from suppliers, including the impacts of higher crude oil, copper, steel, aluminum and other commodities have generally been reflected in higher costs and sales prices for new trucks.

2005 Compared to 2004:

PACCAR’s worldwide truck sales and revenues increased $2.43 billion to $13.20 billion in 2005 due to higher demand for the Company’s trucks and related aftermarket parts around the world.

Truck income before taxes was $1.52 billion compared to $1.14 billion in 2004. The increase from the prior year is due to higher production rates, growing aftermarket part sales and improved truck margins.

Peterbilt and Kenworth delivered 82,800 medium and heavy trucks in the U.S. and Canada during 2005, an increase of 21% from 2004. Industry retail sales of new Class 8 trucks in the U.S. and Canada were 287,500 units in 2005 up 23% from 233,000 in 2004. The medium-duty market increased 7% to 103,200 units.

In Europe, new truck deliveries increased 15% to 52,200 units. The 15 tonne and above truck market improved to 259,000 units, a 9% increase from 2004 levels. Truck and parts sales in Europe represented 31% of PACCAR’s total truck segment net sales and revenues in 2005, compared to 34% in 2004.

Truck unit deliveries in Mexico, Australia and other countries increased 29%, primarily due to a larger market in Mexico. Combined results in these countries were 10% of total truck segment sales and 11% of truck segment profit in 2005.

PACCAR’s worldwide aftermarket parts revenues of $1.68 billion in 2005 increased from 2004 due to a growing truck population and improved business system integration with dealers.

25




Truck Outlook

Demand for heavy-duty trucks in the U.S. and Canada is currently forecast to decline 30% to 40% in 2007, with industry retail sales expected to be 200,000–230,000 trucks. Western European heavy-duty registrations for 2007 are projected to remain strong at 250,000–270,000 units. Demand for the Company’s products in Mexico, Australia and international markets is expected to remain strong.

Financial Services

The Financial Services segment, which includes wholly owned subsidiaries in North America, Europe and Australia, derives its earnings primarily from financing or leasing PACCAR products. Over the last ten years, the asset portfolio and income before taxes have grown at a compound annual growth rate of 14%.

 

 

2006

 

2005

 

2004

 

Financial Services:

 

 

 

 

 

 

 

Average earning assets

 

$

8,746.0

 

$

7,389.0

 

$

5,945.0

 

Revenues

 

950.8

 

759.0

 

562.6

 

Income before taxes

 

247.4

 

199.9

 

168.4

 

 

2006 Compared to 2005:

PACCAR Financial Services (PFS) revenues increased 25% to $950.8 million due to higher earning assets worldwide and higher interest rates. New business volume was a record $4.24 billion, up 14% from 2005 on higher truck sales levels and solid market share. PFS provided loan and lease financing for over 25% of PACCAR new trucks delivered in 2006.

Income before taxes increased 24% to a record $247.4 million from $199.9 million in 2005. This improvement was primarily due to higher finance gross profit and lower credit losses, partly offset by an increase in selling, general and administrative expenses to support business growth. The increase in finance gross profit was due to higher asset levels and higher interest rates, offset partly by a higher cost of funds. Net portfolio charge-offs were $13.9 million compared to $19.3 million in 2005. At December 31, 2006, the earning asset portfolio quality was excellent with the percentage of accounts 30+ days past-due at 1.2%, the same percentage as the end of 2005.

During the year, PFS expanded its financing operations into Hungary and the Czech Republic and now operates in 17 countries worldwide.

2005 Compared to 2004:

PFS revenues increased 35% to $759.0 million due to higher asset levels in the Company’s primary operating markets. New business volume was $3.73 billion, up 20% on higher truck sales levels and strong market share.

Income before taxes increased 19% to $199.9 million from $168.4 million in 2004. This improvement was primarily due to higher finance gross profit, partly offset by a higher provision for losses. The increase in finance margins was due to the 24% increase in assets and higher interest rates, offset partly by a higher cost of funds. The higher provision for losses resulted from the growth in the asset base.

Financial Services Outlook

The outlook for the Financial Services segment is principally dependent on the generation of new business volume and the related spread between the asset yields and the borrowing costs on new business, as well as the level of credit losses experienced. Asset growth is expected to be modest in the U.S. and Canada as new business volume will approximate asset repayments. Asset growth is likely in Europe, consistent with the anticipated strong truck market. The segment continues to be exposed to the risk that economic weakness, as well as higher interest rates and fuel and insurance costs, could exert pressure on the profit margins of truck operators and result in higher past-due accounts and repossessions.

Other Business

Included in Truck and Other is the Company’s winch manufacturing business. Sales from this business represent less than 1% of net sales for 2006, 2005 and 2004.

26




LIQUIDITY AND CAPITAL RESOURCES:

 

 

2006

 

2005

 

2004

 

Cash and cash equivalents

 

$

1,852.5

 

$

1,698.9

 

$

1,614.7

 

Marketable debt securities

 

821.7

 

591.4

 

604.8

 

 

 

$

2,674.2

 

$

2,290.3

 

$

2,219.5

 

 

The Company’s total cash and marketable debt securities increased $383.9 million in 2006. Cash provided by operations of $1,852.7 million was used primarily to pay dividends of $530.4 million, make capital additions totaling $312.0 million and repurchase PACCAR stock for $312.0 million. Cash required to originate new loans and leases was funded by repayments of existing loans and leases as well as Financial Services borrowings.

The Company has line of credit arrangements of $2.24 billion. The unused portion of these credit lines was $2.17 billion at December 31, 2006 and is primarily maintained to provide backup liquidity for commercial paper borrowings of the financial services companies. Included in these arrangements is a $2.0 billion bank facility, of which $1.0 billion matures in 2007 and $1.0 billion matures in 2010. The Company’s strong liquidity position and AA- investment grade credit rating continue to provide financial stability and access to capital markets at competitive interest rates.

In December 2006, PACCAR’s Board of Directors approved the repurchase of an additional $300 million of the Company’s common stock.

Truck and Other

The Company provides funding for working capital, capital expenditures, research and development, dividends, stock repurchases and other business initiatives and commitments primarily from cash provided by operations. Management expects this method of funding to continue in the future.

Long-term debt and commercial paper totaled $20.2 million as of December 31, 2006.

Expenditures for property, plant and equipment in 2006 totaled $312 million compared to $299 million in 2005. Major capital projects included the completion of the new $74 million truck and fabrication facilities in Mexico and a parts distribution facility in Oklahoma, substantial completion of a 30 percent expansion to the Kenworth truck factory in Ohio and the beginning of construction of a new engine test facility at DAF in the Netherlands. In addition, the Company made significant investments related to new product introductions for 2007 in the areas of vehicle styling, telematics, engine technology and light-weight materials to improve product quality, fuel economy and increase customer satisfaction. Over the last ten years, the Company’s combined investments in world-wide capital projects and research and development totaled $2.83 billion.

Spending for capital investments and research and development in 2007 is expected to increase from 2006 levels. PACCAR is investing in key product development areas, including onboard energy management systems for Class 8 and medium-duty vehicles and diesel-electric hybrid technology to deliver improved fuel economy in medium-duty vehicles. In mid 2007, the Company will begin construction of a $400 million, 400,000 square-foot engine manufacturing facility and technology center in the Southeast United States which is expected to be completed in 2009. In addition, the Company will construct a new parts distribution center in Hungary to serve the growing Central and Eastern European markets.

27




Financial Services

The Company funds its financial services activities primarily from collections on existing finance receivables and borrowings in the capital markets. An additional source of funds is loans from other PACCAR companies.

The primary sources of borrowings in the capital market are commercial paper and medium-term notes issued in the public markets and, to a lesser extent, bank loans. The majority of the medium-term notes are issued by PACCAR’s largest financial services subsidiary, PACCAR Financial Corp. (PFC). PFC filed a shelf registration under the Securities Act of 1933 in November 2006. The registration expires in 2009 and does not limit the principal amount of debt securities that may be issued during the period.

In September 2006, PACCAR’s European finance subsidiary, PACCAR Financial Europe, renewed the registration of a €1 billion medium-term note program with the London Stock Exchange. On December 31, 2006, €289 million remained available for issuance. This program is renewable annually through the filing of a new prospectus.

To reduce exposure to fluctuations in interest rates, the Financial Services companies pursue a policy of structuring borrowings with interest-rate characteristics similar to the assets being funded. As part of this policy, the companies use interest-rate contracts. The permitted types of interest-rate contracts and transaction limits have been established by the Company’s senior management, who receive periodic reports on the contracts outstanding.

PACCAR believes its Financial Services companies will be able to continue funding receivables, servicing debt and paying dividends through internally generated funds, lines of credit and access to public and private debt markets.

Commitments

The following summarizes the Company’s contractual cash commitments at December 31, 2006:

 

 

Maturity

 

 

 

 

 

Within

 

More than

 

 

 

 

 

One Year

 

One Year

 

Total

 

Borrowings

 

$

4,637.8

 

$

2,642.2

 

$

7,280.0

 

Operating leases

 

29.1

 

49.4

 

78.5

 

Other obligations

 

181.2

 

125.8

 

307.0

 

Total

 

$

4,848.1

 

$

2,817.4

 

$

7,665.5

 

 

At the end of 2006, the Company had $7.70 billion of cash commitments, including $4.85 billion maturing within one year. Of the total cash commitments, $7.26 billion were related to the Financial Services segment. As described in Note K of the consolidated financial statements, borrowings consist primarily of term debt and commercial paper issued by the Financial Services segment. The Company expects to fund its maturing Financial Services debt obligations principally from funds provided by collections from customers on loans and lease contracts, as well as from the proceeds of commercial paper and medium-term note borrowings. Other obligations include deferred cash compensation and the Company’s contractual commitment to acquire future production inventory.

The Company’s other commitments include the following at December 31, 2006:

 

 

Commitment Expiration

 

 

 

 

 

Within

 

More than

 

 

 

 

 

One Year

 

One Year

 

Total

 

Letters of credit

 

$

17.7

 

$

16.7

 

$

34.4

 

Loan and lease commitments

 

280.3

 

 

 

280.3

 

Equipment acquisition commitments

 

23.0

 

30.1

 

53.1

 

Residual value guarantees

 

96.6

 

188.5

 

285.1

 

Total

 

$

417.6

 

$

235.3

 

$

652.9

 

 

Loan and lease commitments are for funding new retail loan and lease contracts. Equipment acquisition commitments require the Company, under specified circumstances, to purchase equipment. Residual value guarantees represent the Company’s commitment to acquire trucks at a guaranteed value if the customer decides to return the truck at a specified date in the future.

28




IMPACT OF ENVIRONMENTAL MATTERS:

The Company, its competitors and industry in general are subject to various domestic and foreign requirements relating to the environment. The Company believes its policies, practices and procedures are designed to prevent unreasonable risk of environmental damage and that its handling, use and disposal of hazardous or toxic substances have been in accordance with environmental laws and regulations enacted at the time such use and disposal occurred. Expenditures related to environmental activities in 2006, 2005 and 2004 were immaterial.

The Company is involved in various stages of investigations and cleanup actions in different countries related to environmental matters. In certain of these matters, the Company has been designated as a “potentially responsible party” by domestic and foreign environmental agencies. The Company has provided an accrual for the estimated costs to investigate and complete cleanup actions where it is probable that the Company will incur such costs in the future. Management expects that these matters will not have a significant effect on the Company’s consolidated cash flow, liquidity or financial condition.

CRITICAL ACCOUNTING POLICIES:

In the preparation of the Company’s financial statements, in accordance with U.S. generally accepted accounting principles, management uses estimates and makes judgments and assumptions that affect asset and liability values and the amounts reported as income and expense during the periods presented. The following are accounting policies which, in the opinion of management, are particularly sensitive and which, if actual results are different, may have a material impact on the financial statements.

Operating Leases

The accounting for trucks sold pursuant to agreements accounted for as operating leases is discussed in Notes A and G of the consolidated financial statements. In determining its estimate of the residual value of such vehicles, the Company considers the length of the lease term, the truck model, the expected usage of the truck and anticipated market demand. If the sales price of the trucks at the end of the term of the agreement differs significantly from the Company’s estimate, a gain or loss will result. The Company believes its residual-setting policies are appropriate; however, future market conditions, changes in government regulations and other factors outside the Company’s control can impact the ultimate sales price of trucks returned under these contracts. Residual values are reviewed regularly and adjusted if market conditions warrant.

Allowance for Credit Losses

The Company determines the allowance for credit losses on financial services receivables based on a combination of historical information and current market conditions. This determination is dependent on estimates, including assumptions regarding the likelihood of collecting current and past-due accounts, repossession rates and the recovery rate on the underlying collateral based on used truck values and other pledged collateral or recourse. The Company believes its reserve-setting policies adequately take into account the known risks inherent in the financial services portfolio. If there are significant variations in the actual results from those estimates, the provision for credit losses and operating earnings may be materially impacted.

29




Product Warranty

The expenses related to product warranty are estimated and recorded at the time products are sold based on historical and current data and reasonable expectations for the future regarding the frequency and cost of warranty claims. Management believes that the warranty reserve is appropriate and takes actions to minimize warranty costs through quality-improvement programs; however, actual claims incurred could materially differ from the estimated amounts and require adjustments to the reserve.

Pension and Other Postretirement Benefits

The Company’s accounting for employee pension and other postretirement benefit costs and obligations is governed by the pronouncements of the Financial Accounting Standards Board. Management determines appropriate assumptions about the future to be used by actuaries to estimate net costs and liabilities. These assumptions include discount rates, long-term rates of return on plan assets, health care cost trends, inflation rates, retirement rates, mortality rates and other factors. Management bases these assumptions on historical results, the current environment and reasonable expectations of future events.

The discount rate for each plan is based on market interest rates of high-quality corporate bonds with a maturity profile that matches the timing of the projected benefit payments of the plans. Changes in the discount rate affect the valuation of the plan benefits obligation and funded status of the plans.

The long-term rate of return on plan assets is based on projected returns for each asset class and relative weighting of those asset classes in the plans.

Actual results that differ from these assumptions are accumulated and amortized into expense over future periods. While management believes that the assumptions used are appropriate, significant differences in actual experience or significant changes in assumptions would affect pension and other postretirement benefit costs and obligations and the balance sheet funded status of the plans.

FORWARD-LOOKING STATEMENTS:

Certain information presented in this report contains forward-looking statements made pursuant to the Private Securities Litigation Reform Act of 1995, which are subject to risks and uncertainties that may affect actual results. Risks and uncertainties include, but are not limited to: a significant decline in industry sales; competitive pressures; reduced market share; reduced availability of or higher prices for fuel; increased safety, emissions, or other regulations resulting in higher costs and/or sales restrictions; currency or commodity price fluctuations; lower used truck prices; insufficient or under-utilization of manufacturing capacity; supplier interruptions; insufficient supplier capacity or access to raw materials; labor disruptions; shortages of commercial truck drivers; increased warranty costs or litigation; or legislative and governmental regulations.

30




CONSOLIDATED STATEMENTS OF INCOME

 

Year Ended December 31

 

2006

 

2005

 

2004

 

 

 

(millions except per share data)

 

TRUCK AND OTHER:

 

 

 

 

 

 

 

Net sales and revenues

 

$

15,503.3

 

$

13,298.4

 

$

10,833.7

 

 

 

 

 

 

 

 

 

Cost of sales and revenues

 

13,199.7

 

11,340.5

 

9,268.6

 

Selling, general and administrative

 

457.3

 

429.9

 

390.4

 

Interest and other (income) expense, net

 

(.3

)

11.2

 

34.8

 

 

 

13,656.7

 

11,781.6

 

9,693.8

 

Truck and Other Income Before Income Taxes

 

1,846.6

 

1,516.8

 

1,139.9

 

 

 

 

 

 

 

 

 

FINANCIAL SERVICES:

 

 

 

 

 

 

 

Revenues

 

950.8

 

759.0

 

562.6

 

 

 

 

 

 

 

 

 

Interest and other

 

573.7

 

433.8

 

296.1

 

Selling, general and administrative

 

95.9

 

84.9

 

80.0

 

Provision for losses on receivables

 

33.8

 

40.4

 

18.1

 

 

 

703.4

 

559.1

 

394.2

 

Financial Services Income Before Income Taxes

 

247.4

 

199.9

 

168.4

 

 

 

 

 

 

 

 

 

Investment income

 

81.3

 

56.9

 

59.9

 

Total Income Before Income Taxes

 

2,175.3

 

1,773.6

 

1,368.2

 

Income taxes

 

679.3

 

640.4

 

461.4

 

Net Income

 

$

1,496.0

 

$

1,133.2

 

$

906.8

 

 

 

 

 

 

 

 

 

Net Income Per Share

 

 

 

 

 

 

 

Basic

 

$

5.98

 

$

4.40

 

$

3.46

 

Diluted

 

$

5.95

 

$

4.37

 

$

3.44

 

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding

 

 

 

 

 

 

 

Basic

 

250.1

 

257.6

 

261.8

 

Diluted

 

251.4

 

259.2

 

263.6

 

 

See notes to consolidated financial statements.

31




CONSOLIDATED BALANCE SHEETS

ASSETS

December 31

 

2006

 

2005

 

 

 

(millions of dollars)

 

TRUCK AND OTHER:

 

 

 

 

 

Current Assets

 

 

 

 

 

Cash and cash equivalents

 

$

1,806.3

 

$

1,624.4

 

Trade and other receivables, net

 

665.0

 

582.2

 

Marketable debt securities

 

821.7

 

591.4

 

Inventories

 

693.7

 

495.5

 

Deferred taxes and other current assets

 

212.8

 

214.9

 

Total Truck and Other Current Assets

 

4,199.5

 

3,508.4

 

 

 

 

 

 

 

Equipment on operating leases, net

 

418.2

 

361.0

 

Property, plant and equipment, net

 

1,347.2

 

1,143.0

 

Other noncurrent assets

 

331.3

 

347.1

 

Total Truck and Other Assets

 

6,296.2

 

5,359.5

 

 

 

 

 

 

 

FINANCIAL SERVICES:

 

 

 

 

 

Cash and cash equivalents

 

46.2

 

74.5

 

Finance and other receivables, net

 

8,542.7

 

7,262.5

 

Equipment on operating leases, net

 

1,033.1

 

845.9

 

Other assets

 

189.2

 

173.0

 

Total Financial Services Assets

 

9,811.2

 

8,355.9

 

 

 

$

16,107.4

 

$

13,715.4

 

 

32




LIABILITIES AND STOCKHOLDERS’ EQUITY

December 31

 

2006

 

2005

 

 

 

(millions of dollars)

 

TRUCK AND OTHER:

 

 

 

 

 

Current Liabilities

 

 

 

 

 

Accounts payable and accrued expenses

 

$

2,240.5

 

$

1,834.9

 

Current portion of long-term debt and commercial paper

 

 

 

8.6

 

Dividend payable

 

497.0

 

338.7

 

Total Truck and Other Current Liabilities

 

2,737.5

 

2,182.2

 

Long-term debt and commercial paper

 

20.2

 

20.2

 

Residual value guarantees and deferred revenues

 

477.5

 

410.4

 

Deferred taxes and other liabilities

 

383.7

 

344.0

 

Total Truck and Other Liabilities

 

3,618.9

 

2,956.8

 

 

 

 

 

 

 

FINANCIAL SERVICES:

 

 

 

 

 

Accounts payable, accrued expenses and other

 

243.2

 

168.9

 

Commercial paper and bank loans

 

4,222.6

 

3,568.6

 

Term debt

 

3,037.2

 

2,657.5

 

Deferred taxes and other liabilities

 

529.3

 

462.5

 

Total Financial Services Liabilities

 

8,032.3

 

6,857.5

 

 

 

 

 

 

 

STOCKHOLDERS’ EQUITY

 

 

 

 

 

Preferred stock, no par value – authorized 1.0 million shares, none issued

 

 

 

 

 

Common stock, $1 par value – authorized 400.0 million shares; issued 248.5 million and 169.4 million shares

 

248.5

 

169.4

 

Additional paid-in capital

 

27.5

 

140.6

 

Treasury stock – at cost

 

(2.1

)

(35.1

)

Retained earnings

 

4,026.1

 

3,471.5

 

Accumulated other comprehensive income

 

156.2

 

154.7

 

Total Stockholders’ Equity

 

4,456.2

 

3,901.1

 

 

 

$

16,107.4

 

$

13,715.4

 

 

See notes to consolidated financial statements.

33




CONSOLIDATED STATEMENTS OF CASH FLOWS

 

Year Ended December 31

 

2006

 

2005

 

2004

 

 

 

(millions of dollars)

 

OPERATING ACTIVITIES:

 

 

 

 

 

 

 

Net income

 

$

1,496.0

 

$

1,133.2

 

$

906.8

 

Items included in net income not affecting cash:

 

 

 

 

 

 

 

Depreciation and amortization:

 

 

 

 

 

 

 

Property, plant and equipment

 

163.4

 

133.3

 

122.0

 

Equipment on operating leases and other

 

271.2

 

236.8

 

193.0

 

Provision for losses on financial services receivables

 

33.8

 

40.4

 

18.1

 

Other, net

 

61.2

 

(19.8

)

19.4

 

Change in operating assets and liabilities:

 

 

 

 

 

 

 

(Increase) decrease in assets other than cash and equivalents:

 

 

 

 

 

 

 

Receivables:

 

 

 

 

 

 

 

Trade and other

 

(80.5

)

(80.1

)

(53.0

)

Wholesale receivables on new trucks

 

(64.6

)

(398.9

)

(298.4

)

Sales-type finance leases and dealer direct loans on new trucks

 

(232.4

)

(194.3

)

(164.0

)

Inventories

 

(168.5

)

(30.1

)

(142.1

)

Other, net

 

(2.2

)

(37.5

)

(30.2

)

Increase (decrease) in liabilities:

 

 

 

 

 

 

 

Accounts payable and accrued expenses

 

423.3

 

147.1

 

409.7

 

Residual value guarantees and deferred revenues

 

72.9

 

45.5

 

(69.5

)

Other, net

 

(120.9

)

11.2

 

(20.8

)

Net Cash Provided by Operating Activities

 

1,852.7

 

986.8

 

891.0

 

 

 

 

 

 

 

 

 

INVESTING ACTIVITIES:

 

 

 

 

 

 

 

Retail loans and direct financing leases originated

 

(3,318.5

)

(2,946.4

)

(2,333.1

)

Collections on retail loans and direct financing leases

 

2,543.8

 

2,202.5

 

1,816.0

 

Net (increase) decrease in wholesale receivables on used equipment

 

(27.5

)

(15.5

)

7.1

 

Marketable securities purchases

 

(1,458.2

)

(1,172.4

)

(876.3

)

Marketable securities sales and maturities

 

1,225.4

 

1,135.1

 

710.5

 

Acquisition of property, plant and equipment

 

(312.0

)

(300.4

)

(231.9

)

Acquisition of equipment for operating leases

 

(642.3

)

(548.1

)

(401.6

)

Proceeds from asset disposals

 

162.2

 

96.1

 

103.2

 

Other, net

 

1.0

 

46.5

 

 

 

Net Cash Used in Investing Activities

 

(1,826.1

)

(1,502.6

)

(1,206.1

)

 

 

 

 

 

 

 

 

FINANCING ACTIVITIES:

 

 

 

 

 

 

 

Cash dividends paid

 

(530.4

)

(496.9

)

(270.9

)

Purchase of treasury stock

 

(312.0

)

(367.2

)

(107.7

)

Stock option transactions

 

37.7

 

11.9

 

15.7

 

Net increase in commercial paper and bank loans

 

576.0

 

1,148.4

 

148.2

 

Proceeds from long-term debt

 

2,222.6

 

1,016.9

 

1,588.6

 

Payments on long-term debt

 

(1,951.4

)

(592.1

)

(857.6

)

Net Cash Provided by Financing Activities

 

42.5

 

721.0

 

516.3

 

Effect of exchange rate changes on cash

 

84.5

 

(121.0

)

66.5

 

Net Increase in Cash and Cash Equivalents

 

153.6

 

84.2

 

267.7

 

Cash and cash equivalents at beginning of year

 

1,698.9

 

1,614.7

 

1,347.0

 

Cash and cash equivalents at end of year

 

$

1,852.5

 

$

1,698.9

 

$

1,614.7

 

 

See notes to consolidated financial statements.

34




CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

December 31

 

2006

 

2005

 

2004

 

 

 

(millions of dollars except per share data)

 

COMMON STOCK, $1 PAR VALUE:

 

 

 

 

 

 

 

Balance at beginning of year

 

$

169.4

 

$

173.9

 

$

175.1

 

Treasury stock retirement

 

(5.0

)

(5.0

)

(2.0

)

50% stock dividend

 

83.1

 

 

 

 

 

Stock options exercised and other stock compensation

 

1.0

 

.5

 

.8

 

Balance at end of year

 

248.5

 

169.4

 

173.9

 

 

 

 

 

 

 

 

 

ADDITIONAL PAID-IN CAPITAL:

 

 

 

 

 

 

 

Balance at beginning of year

 

140.6

 

450.5

 

524.2

 

Treasury stock retirement

 

(160.8

)

(338.4

)

(105.7

)

Stock options and tax benefit

 

42.6

 

27.0

 

25.6

 

Other stock compensation

 

5.1

 

1.5

 

6.4

 

Balance at end of year

 

27.5

 

140.6

 

450.5

 

 

 

 

 

 

 

 

 

TREASURY STOCK, AT COST:

 

 

 

 

 

 

 

Balance at beginning of year

 

(35.1

)

 

 

 

 

Purchases

 

(301.5

)

(378.5

)

(107.7

)

Retirements

 

334.5

 

343.4

 

107.7

 

Balance at end of year

 

(2.1

)

(35.1

)

 

 

 

 

 

 

 

 

 

 

RETAINED EARNINGS:

 

 

 

 

 

 

 

Balance at beginning of year

 

3,471.5

 

2,826.9

 

2,399.2

 

Net income

 

1,496.0

 

1,133.2

 

906.8

 

Cash dividends declared on common stock, per share: 2006-$2.77; 2005-$1.91; 2004-$1.83

 

(689.6

)

(488.6

)

(479.1

)

Treasury stock retirement

 

(168.7

)

 

 

 

 

50% stock dividend

 

(83.1

)

 

 

 

 

Balance at end of year

 

4,026.1

 

3,471.5

 

2,826.9

 

 

 

 

 

 

 

 

 

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS):

 

 

 

 

 

 

 

Balance at beginning of year

 

154.7

 

311.1

 

147.9

 

FAS 158 accounting change, net of $87.5 tax effect

 

(160.2

)

 

 

 

 

Other comprehensive income (loss)

 

161.7

 

(156.4

)

163.2

 

Balance at end of year

 

156.2

 

154.7

 

311.1

 

Total Stockholders’ Equity

 

$

4,456.2

 

$

3,901.1

 

$

3,762.4

 

 

See notes to consolidated financial statements.

35




CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

 

Year Ended December 31

 

2006

 

2005

 

2004

 

 

 

(millions of dollars)

 

Net income

 

$

1,496.0

 

$

1,133.2

 

$

906.8

 

Other comprehensive income (loss):

 

 

 

 

 

 

 

Unrealized (losses) gains on derivative contracts

 

 

 

 

 

 

 

Gains (losses) arising during the period

 

13.1

 

28.5

 

(11.9

)

Tax effect

 

(4.7

)

(10.5

)

3.8

 

Reclassification adjustment

 

(17.4

)

9.6

 

31.4

 

Tax effect

 

5.9

 

(2.8

)

(12.3

)

 

 

(3.1

)

24.8

 

11.0

 

Unrealized losses on investments

 

 

 

 

 

 

 

Net holding loss

 

(.6

)

(1.6

)

(1.2

)

Tax effect

 

.3

 

.6

 

.4

 

Reclassification adjustment

 

 

 

(.5

)

(13.6

)

Tax effect

 

 

 

.2

 

5.2

 

 

 

(.3

)

(1.3

)

(9.2

)

Minimum pension liability adjustment

 

26.0

 

(20.2

)

(8.0

)

Tax effect

 

(9.8

)

7.9

 

2.7

 

 

 

16.2

 

(12.3

)

(5.3

)

Foreign currency translation gains (losses)

 

148.9

 

(167.6

)

166.7

 

Net other comprehensive income (loss)

 

161.7

 

(156.4

)

163.2

 

Comprehensive Income

 

$

1,657.7

 

$

976.8

 

$

1,070.0

 

See notes to consolidated financial statements.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2006, 2005 and 2004 (currencies in millions)

 

a.   significant accounting policies

Description of Operations: PACCAR Inc (the Company or PACCAR) is a multinational company operating in two segments: (1) the manufacture and distribution of light-, medium- and heavy-duty commercial trucks and related aftermarket parts and (2) finance and leasing products and services provided to customers and dealers. PACCAR’s sales and revenues are derived primarily from North America and Europe. The Company also operates in Australia and sells trucks and parts outside its primary markets to customers in Asia, Africa and South America.

Principles of Consolidation: The consolidated financial statements include the accounts of the Company and its wholly owned domestic and foreign subsidiaries. All significant intercompany accounts and transactions are eliminated in consolidation.

Use of Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Cash and Cash Equivalents: Cash equivalents consist of liquid investments with a maturity at date of purchase of three months or less.

Long-lived Assets, Goodwill and Other Intangible Assets: The Company evaluates the carrying value of long-lived assets (including property and equipment, goodwill and other intangible assets) when events and circumstances warrant such a review. Goodwill is also tested for impairment on an annual basis. There were no impairment charges during the three years ended December 31, 2006.

Revenue Recognition: Substantially all sales and revenues of trucks and related aftermarket parts are recorded by the Company when products are shipped to dealers or customers, except for certain truck shipments that are subject to a residual value guarantee to the customer. Revenues related to these shipments are recognized on a straight-line basis over the guarantee period (see Note G). At the time certain truck and parts sales to a dealer are recognized, the Company records an estimate of the future sales incentive costs related to such sales. The estimate is based on historical data and announced incentive programs.

36




Interest income from finance and other receivables is recognized using the interest method. Certain loan origination costs are deferred and amortized to interest income. For operating leases, rental revenue is recognized on a straight-line basis over the lease term. Recognition of interest income and rental revenue is suspended when management determines that collection is not probable (generally after 90 days past the contractual due date). Recognition is resumed if the receivable becomes contractually current and the collection of amounts is again considered probable.

Foreign Currency Translation: For most of PACCAR’s foreign subsidiaries, the local currency is the functional currency. All assets and liabilities are translated at year-end exchange rates and all income statement amounts are translated at the weighted average rates for the period. Translation adjustments are recorded in accumulated other comprehensive income (loss), a component of stockholders’ equity.

During 2005, the Company entered into forward currency contracts to hedge its net investment in foreign subsidiaries. The gain, net of tax effects, of $45.3 on the hedges was recorded as an adjustment to the foreign currency translation component of other comprehensive income.

PACCAR uses the U.S. dollar as the functional currency for its Mexican subsidiaries. Accordingly, inventories, cost of sales, property, plant and equipment, and depreciation are remeasured at historical rates. Resulting gains and losses are included in net income.

Research and Development: Research and development costs are expensed as incurred and included as a component of cost of sales in the accompanying consolidated statements of income. Amounts charged against income were $150.6 in 2006, $117.8 in 2005 and $103.2 in 2004.

Earnings per Share: Diluted earnings per share are based on the weighted average number of basic shares outstanding during the year, adjusted for the dilutive effects of stock-based compensation awards under the treasury stock method.

Stock-Based Compensation: Effective January 1, 2003, PACCAR elected to recognize compensation expense on all new employee stock option awards over the vesting period, generally three years, pursuant to FASB Statement No. 123, Accounting for Stock-Based Compensation. Stock-based compensation expense, net of tax, was $6.9 in 2006 and $4.8 in 2005. Had compensation expense been recognized for options granted prior to 2003, net income and earnings per share for 2004 would have been adjusted to the pro forma amounts shown below:

Net income, as reported

 

$

906.8

 

Add: Stock-based compensation included in net income, net of related tax effects

 

2.8

 

Deduct: Fair value of stock compensation, net of tax

 

(4.0

)

Pro forma net income

 

$

905.6

 

 

The adoption of FASB Statement No. 123(R), Share-Based Payment (FAS 123(R)) on January 1, 2006 had an immaterial effect on the consolidated financial statements.

Realized tax benefits for 2006 of $15.3 related to the excess of deductible amounts over compensation costs recognized have been classified as a financing cash flow, in accordance with FAS 123(R).

As of December 31, 2006, there was $7.4 of unamortized compensation cost related to unvested stock option awards, which is expected to be recognized over a remaining weighted-average vesting period of 1.5 years. Unamortized compensation cost at December 31, 2006 related to unvested restricted stock awards was $1.7, which is expected to be recognized over a remaining weighted-average vesting period of 1.3 years.

The estimated fair value of stock options granted during 2006, 2005 and 2004 was $11.94, $14.17 and $12.58 per share. These amounts were determined using the Black-Scholes-Merton option-pricing model, which values options based on the stock price at the grant date and the following assumptions:

 

 

 

2006

 

2005

 

2004

 

Risk-free interest rate

 

4.44

%

3.73

%

3.11

%

Expected volatility

 

34

%

39

%

45

%

Expected dividend yield

 

4.0

%

3.2

%

3.0

%

Expected term

 

5 years

 

5 years

 

5 years

 

 

See Note Q for a description of PACCAR’s stock compensation plans.

37




 

New Accounting Pronouncements: In September 2006, the FASB issued Statement No. 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans—an amendment of FASB Statements No. 87, 88, 106 and 132(R) (FAS 158). FAS 158 requires an employer to recognize the funded status of each of its defined benefit postretirement plans as an asset or liability and to recognize changes in the funded status as a component of comprehensive income. Upon adoption at December 31, 2006, total assets were reduced by $114.7, total liabilities were increased by $45.5 and stockholders’ equity was reduced by $160.2, net of tax.

In July 2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes (FIN 48). FIN 48 is an interpretation of Statement No. 109, Accounting for Income Taxes, that clarifies the criteria for recognition of income tax benefits and becomes effective January 1, 2007. The Company does not expect this pronouncement to have a significant effect on its consolidated results of operations or financial position.

Reclassifications: Certain prior-year amounts have been reclassified to conform to the 2006 presentation.

B. INVESTMENTS IN MARKETABLE SECURITIES

The Company’s investments in marketable securities are classified as available-for-sale. These investments are stated at fair value with any unrealized holding gains or losses, net of tax, included as a component of accumulated other comprehensive income until realized. Gross realized and unrealized gains and losses on marketable debt securities were not significant for any of the three years ended December 31, 2006.

 

The cost of debt securities available-for-sale is adjusted for amortization of premiums and accretion of discounts to maturity. Amortization of premiums, accretion of discounts, interest and dividend income and realized gains and losses are included in investment income. The cost of securities sold is based on the specific identification method.

Marketable debt securities consisted of the following at December 31:

 

 

 

AMORTIZED

 

FAIR

 

2006

 

COST

 

VALUE

 

U.S. tax-exempt securities

 

$

752.3

 

$

750.9

 

U.S. government securities

 

59.4

 

58.5

 

Other debt securities

 

12.2

 

12.3

 

 

 

$

823.9

 

$

821.7

 

 

 

 

AMORTIZED

 

FAIR

 

2005

 

COST

 

VALUE

 

U.S. tax-exempt securities

 

$

553.6

 

$

552.7

 

U.S. government securities

 

39.3

 

38.7

 

 

 

$

592.9

 

$

591.4

 

 

The contractual maturities of debt securities at December 31, 2006, were as follows:

 

 

AMORTIZED

 

FAIR

 

Maturities:

 

COST

 

VALUE

 

Within one year

 

$

230.5

 

$

230.4

 

One to five years

 

465.1

 

463.0

 

Five to ten years

 

.9

 

.9

 

10 or more years

 

127.4

 

127.4

 

 

 

$

823.9

 

$

821.7

 

 

Marketable debt securities include $128.4 of variable rate demand obligations (VRDOs). VRDOs are debt instruments with long-term scheduled maturities which have interest rates that periodically reset through an auction process.

The Company had no investments in marketable equity securities at either December 31, 2006 or 2005. Gross realized gains on marketable equity securities were $14.1 for the year ended December 31, 2004.

C. iNvENTORiES

 

Inventories include the following:

 

At December 31,

 

2006

 

2005

 

Finished products

 

$

365.4

 

$

299.3

 

Work in process and raw materials

 

 

 

 

 

 

 

472.1

 

330.1

 

 

 

837.5

 

629.4

 

Less LIFO reserve

 

(143.8

)

(133.9

)

 

 

$

693.7

 

$

495.5

 

 

Inventories are stated at the lower of cost or market. Cost of inventories in the United States is determined principally by the last-in, first-out (LIFO) method. Cost of all other inventories is determined principally by the first-in, first-out (FIFO) method. Inventories valued using the LIFO method comprised 53% and 49% of consolidated inventories before deducting the LIFO reserve at December 31, 2006 and 2005.

38




D. FINANCE AND OTHER RECEIVABLES

Finance and other receivables are as follows:

At December 31,

 

2006

 

2005

 

Loans

 

$

4,226.7

 

$

3,642.3

 

Retail direct financing leases

 

2,322.1

 

1,881.8

 

Sales-type finance leases

 

909.2

 

701.2

 

Dealer wholesale financing

 

1,562.6

 

1,402.8

 

Interest and other receivables

 

112.1

 

86.6

 

Unearned interest:

 

 

 

 

 

Finance leases

 

(421.0

)

(307.0

)

 

 

8,711.7

 

7,407.7

 

Less allowance for losses

 

(169.0

)

(145.2

)

 

 

$

8,542.7

 

$

7,262.5

 

 

The majority of the Company’s customers are located in the United States, which represented 58% of total receivables at December 31, 2006 and December 31, 2005. Terms for substantially all finance and other receivables range up to 60 months. Repayment experience indicates that some receivables will be paid prior to contract maturity, while others will be extended or renewed.

Included in Loans are dealer direct loans on the sale of new trucks of $50.9 and $29.6 as of December 31, 2006 and 2005.

The effects of sales-type leases, dealer direct loans and wholesale financing of new trucks are shown in the consolidated statements of cash flows as operating activities since they finance the sale of company inventory.

Annual payments due on loans beginning January 1, 2007, are $1,614.2, $1,093.6, $852.0, $533.6, $246.6 and $37.1 thereafter.

Annual minimum lease payments due on finance leases beginning January 1, 2007, are $874.0, $750.4, $647.0, $437.0, $239.1 and $110.1 thereafter. Estimated residual values included with finance leases amounted to $173.7 in 2006 and $134.4 in 2005.

E. ALLOWANCE FOR LOSSES

The provision for losses on finance, trade and other receivables is charged to income in an amount sufficient to maintain the allowance for losses at a level considered adequate to cover estimated credit losses. Receivables are charged to this allowance when, in the judgment of management, they are deemed uncollectible (generally upon repossession of the collateral).

The allowance for losses on Truck and Other and Financial Services receivables is summarized as follows:

 

 

TRUCK

 

FINANCIAL

 

 

 

AND OTHER

 

SERVICES

 

Balance, December 31, 2003

 

$

14.9

 

$

119.2

 

Provision for losses

 

(2.2

)

18.1

 

Net losses

 

(1.0

)

(12.2

)

Currency translation

 

1.0

 

2.3

 

Balance, December 31, 2004

 

12.7

 

127.4

 

Provision for losses

 

.3

 

40.4

 

Net losses

 

(.5

)

(19.3

)

Currency translation

 

(1.6

)

(3.3

)

Balance, December 31, 2005

 

10.9

 

145.2

 

Provision for losses

 

.3

 

33.8

 

Net losses

 

(6.0

)

(13.9

)

Currency translation

 

.5

 

3.9

 

Balance, December 31, 2006

 

$

5.7

 

$

169.0

 

 

The Company’s customers are principally concentrated in the transportation industry in North America and Europe. There are no significant concentrations of credit risk in terms of a single customer. Generally, Truck and Other and Financial Services receivables are collateralized by the related equipment and parts.

F. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment include the following:

At December 31,

 

2006

 

2005

 

Land

 

$

142.5

 

$

123.6

 

Buildings

 

731.3

 

633.3

 

Machinery and equipment

 

1,838.0

 

1,569.7

 

 

 

2,711.8

 

2,326.6

 

Less allowance for depreciation

 

(1,364.6

)

(1,183.6

)

 

 

$

1,347.2

 

$

1,143.0

 

 

Property, plant and equipment are stated at cost. Depreciation is computed principally by the straight-line method based upon the estimated useful lives of the various classes of assets, which range as follows:

Buildings

 

30-40 years

Machinery and equipment

 

  5-12 years

 

39




G. EQUIPMENT ON OPERATING LEASES

The Company leases equipment under operating leases to customers in the financial services segment. In addition, in the truck segment, equipment sold to customers in Europe subject to a residual value guarantee (RVG) is accounted for as operating leases. Equipment is recorded at cost and is depreciated on the straight-line basis to the lower of the estimated residual value or guarantee value. Lease and guarantee periods generally range from three to seven years. Estimated useful lives of the equipment range from five to ten years. The Company reviews residual values of equipment on operating leases periodically to determine that recorded amounts are appropriate.

Truck and Other:

Equipment on operating leases is as follows:

At December 31,

 

2006

 

2005

 

Equipment on lease

 

$

589.7

 

$

493.4

 

Less allowance for depreciation

 

(171.5

)

(132.4

)

 

 

$

418.2

 

$

361.0

 

 

When the equipment is sold subject to an RVG, the full sales price is received from the customer. A liability is established for the residual value obligation with the remainder of the proceeds recorded as deferred lease revenue. These amounts are summarized below:

At December 31,

 

2006

 

2005

 

Deferred lease revenues

 

$

192.4

 

$

163.4

 

Residual value guarantee

 

285.1

 

247.0

 

 

 

$

477.5

 

$

410.4

 

 

The deferred lease revenue is amortized on a straight-line basis over the RVG contract period. At December 31, 2006, the annual amortization of deferred revenue beginning January 1, 2007, is $82.2, $54.7, $33.3, $15.9, $5.4 and $.9 thereafter. Annual maturities of the residual value guarantees beginning January 1, 2007, are $96.5, $71.2, $61.1, $36.7, $16.7 and $2.9 thereafter.

Financial Services:

Equipment on operating leases is as follows:

At December 31,

 

2006

 

2005

 

Transportation equipment

 

$

1,397.1

 

$

1,130.7

 

Less allowance for depreciation

 

(364.0

)

(284.8

)

 

 

$

1,033.1

 

$

845.9

 

 

Annual minimum lease payments due on operating leases beginning January 1, 2007, are $253.2, $182.5, $113.5, $52.1, $17.2 and $3.3 thereafter.

H. ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses include the following:

At December 31,

 

2006

 

2005

 

Truck and Other:

 

 

 

 

 

Accounts payable

 

$

1,211.6

 

$

983.2

 

Salaries and wages

 

155.7

 

137.2

 

Product support reserves

 

305.1

 

253.3

 

Other

 

568.1

 

461.2

 

 

 

$

2,240.5

 

$

1,834.9

 

 

I. PRODUCT SUPPORT RESERVES

Product support reserves include warranty reserves related to new products sales, as well as reserves related to optional extended warranties and repair and maintenance (R&M) contracts. The Company generally offers one-year warranties covering most of its vehicles and related aftermarket parts. Specific terms and conditions vary depending on the product and the country of sale. Optional extended warranty and R&M contracts can be purchased for periods which generally range up to five years. Warranty expenses and reserves are estimated and recorded at the time products or contracts are sold based on historical data regarding the source, frequency and cost of claims. PACCAR periodically assesses the adequacy of its recorded liabilities and adjusts the reserves as appropriate to reflect actual experience. Changes in warranty and R&M reserves are summarized as follows:

At December 31,

 

2006

 

2005

 

Beginning balance

 

$

391.5

 

$

376.3

 

Cost accruals and revenue deferrals

 

302.4

 

289.2

 

Payments and revenue recognized

 

(271.0

)

(240.5

)

Currency translation

 

35.4

 

(33.5

)

 

 

$

458.3

 

$

391.5

 

 

Warranty and R&M reserves are included in the accompanying consolidated balance sheets as follows:

At December 31,

 

2006

 

2005

 

Truck and Other:

 

 

 

 

 

Accounts payable and accrued expenses

 

$

305.1

 

$

253.3

 

Deferred taxes and other liabilities

 

64.8

 

66.9

 

Financial Services:

 

 

 

 

 

Deferred taxes and other liabilities

 

88.4

 

71.3

 

 

 

$

458.3

 

$

391.5

 

 

40




J. LEASES

The Company leases certain facilities, computer equipment and aircraft under operating leases. Leases expire at various dates through the year 2019.

Annual minimum rent payments under non-cancelable operating leases having initial or remaining terms in excess of one year at January 1, 2007, are $29.1, $18.1, $10.8, $7.6, $3.7 and $9.2 thereafter.

Total rental expenses under all leases amounted to $41.4, $42.3 and $34.3 for 2006, 2005 and 2004.

K. BORROWINGS AND CREDIT ARRANGEMENTS

Borrowings include the following at December 31:

 

 

 

2006

 

2005

 

Truck and Other:

 

 

 

 

 

Noninterest bearing notes

 

$

20.2

 

$

20.2

 

Commercial paper

 

 

 

8.6

 

 

 

20.2

 

28.8

 

Less current portion

 

 

 

(8.6

)

 

 

$

20.2

 

$

20.2

 

 

Long-term debt of $20.2 matures in 2011.

 

EFFECTIVE

 

 

 

 

 

 

 

RATE

 

2006

 

2005

 

Financial Services:

 

 

 

 

 

 

 

Commercial paper

 

4.8

%

$

4,200.6

 

$

3,566.3

 

Bank loans

 

6.6

%

22.0

 

2.3

 

 

 

 

 

$

4,222.6

 

$

3,568.6

 

Term debt:

 

 

 

 

 

 

 

Fixed rate

 

9.5

%

$

48.3

 

$

127.3

 

Floating rate

 

4.5

%

2,988.9

 

2,530.2

 

 

 

 

 

$

3,037.2

 

$

2,657.5

 

 

The effective rate is the weighted average rate as of December 31, 2006, and includes the effects of interest-rate agreements.

Annual maturities of term debt beginning January 1, 2007, are $415.2, $709.1, $1,911.9, and $1.0. Maturities for 2008 include $300.0 of floating rate extendible notes, which were issued in 2005 and 2006. The extendible notes have an initial maturity of 13 months, which can be extended at the investor’s option to a final maturity of five years.

Consolidated:

Interest paid on consolidated borrowings was $281.6, $204.0 and $134.4 in 2006, 2005 and 2004.

The weighted average interest rate on consolidated commercial paper and bank loans was 4.8%, 4.0% and 3.4% at December 31, 2006, 2005 and 2004.

The primary sources of borrowings are commercial paper and medium-term notes issued in the public markets. The medium-term notes are issued by PACCAR Financial Corp. (PFC) and PACCAR Financial Europe (PFE). PFC filed a shelf registration under the Securities Act of 1933 in November 2006. The registration expires in 2009 and the Company has authorized $5,000 available for issuance during the three year registration period. At December 31, 2006, $4,700 of debt remained available for issuance under this program. In September 2006, PFE renewed the registration of a €1,000 medium-term note program with the London Stock Exchange. On December 31, 2006, €289 of debt remained available for issuance under this program.

The Company has line of credit arrangements of $2,236.9. Included in these arrangements is a $2,000 bank facility, of which $1,000 matures in 2007 and $1,000 matures in 2010. The unused portion of these credit lines was $2,166.0 at December 31, 2006, of which the majority is maintained to provide backup liquidity for commercial paper borrowings. Compensating balances are not required on the lines, and service fees are immaterial.

41




L. EMPLOYEE BENEFIT PLANS

PACCAR has several defined benefit pension plans, which cover a majority of its employees.

The Company evaluates its actuarial assumptions on an annual basis and considers changes based upon market conditions and other factors.

The Company funds its pensions in accordance with applicable employee benefit and tax laws. The Company contributed $149.7 to its pension plans in 2006 and $63.7 in 2005. The Company expects to contribute in the range of $50.0 to $90.0 to its pension plans in 2007, of which $14.8 is estimated to satisfy minimum funding requirements. Annual benefits expected to be paid beginning January 1, 2007, are $37.2, $41.8, $45.5, $49.3, $54.5, and for the five years thereafter, a total of $343.7.

Plan assets are invested in a diversified mix of equity and debt securities through professional investment managers with the objective to achieve targeted risk adjusted returns and maintain liquidity sufficient to fund current benefit payments. Allocation of plan assets may change over time based upon investment manager determination of the relative attractiveness of equity and debt securities. The Company periodically assesses allocation of plan assets by investment type and evaluates external sources of information regarding the long-term historical returns and expected future returns for each investment type.

The following information details the allocation of plan assets by investment type:

 

 

 

Actual

 

 

 

Target

 

2006

 

2005

 

Plan assets allocation as of December 31:

 

 

 

 

 

 

 

Equity securities

 

55 - 70%

 

67.3

%

63.9

%

Debt securities

 

30 - 45%

 

32.7

 

36.1

 

Total

 

 

 

100.0

%

100.0

%

 

The following additional data relate to all pension plans of the Company, except for certain multi-employer and foreign-insured plans:

At December 31,

 

2006

 

2005

 

Weighted Average Assumptions:

 

 

 

 

 

Discount rate

 

5.7

%

5.5

%

Rate of increase in future compensation levels

 

4.2

%

4.2

%

Assumed long-term rate of return on plan assets

 

7.4

%

7.4

%

 

 

 

 

2006

 

2005

 

Change in Projected Benefit Obligation:

 

 

 

 

 

Benefit obligation at January 1

 

$

1,044.6

 

$

935.2

 

Service cost

 

50.5

 

40.8

 

Interest cost

 

60.8

 

52.8

 

Benefits paid

 

(37.5

)

(29.4

)

Actuarial loss

 

30.5

 

61.0

 

Plan amendments

 

9.7

 

 

 

Currency translation

 

30.4

 

(19.7

)

Participant contributions

 

4.4

 

3.9

 

Projected benefit obligation at December 31

 

$

1,193.4

 

$

1,044.6

 

 

 

 

 

 

 

Change in Plan Assets:

 

 

 

 

 

Fair value of plan assets at January 1

 

$

973.7

 

$

880.3

 

Employer contributions

 

149.7

 

63.7

 

Actual return on plan assets

 

120.3

 

75.4

 

Benefits paid

 

(37.5

)

(29.4

)

Currency translation

 

31.5

 

(20.2

)

Participant contributions

 

4.4

 

3.9

 

Fair value of plan assets at December 31

 

1,242.1

 

973.7

 

Funded Status at December 31

 

$

48.7

 

$

(70.9

)

 

 

 

 

 

 

Amounts Recorded in Balance Sheet:

 

 

 

 

 

Other noncurrent assets

 

$

94.5

 

$

166.8

 

Other noncurrent liabilities

 

(45.8

)

(30.9

)

Accumulated other comprehensive loss

 

$

146.8

 

$

20.8

 

 

As described more fully in Note A, FAS 158 changed the balance sheet accounting for defined benefit plans for 2006 on a prospective basis. Under FAS 158, the funded status of each defined benefit plan is recorded as an asset or a liability. The December 31, 2005 balance sheet assets and liabilities include the effects of unrecognized actuarial losses, prior service cost and net initial obligations and these items are now included in accumulated other comprehensive income, net of tax. In addition, minimum pension liabilities and intangible assets related to defined benefit plans are no longer recognized.

Included in accumulated other comprehensive income at December 31, 2006, was $129.4 of unrecognized actuarial loss, $15.9 of unrecognized prior service cost and $1.5 of unrecognized net initial obligation.

Of the December 31, 2006 amounts in accumulated other comprehensive income, $5.1 of unrecognized actuarial loss and $2.7 of unrecognized prior service cost is expected to be amortized into net pension expense in 2007.

42




The projected benefit obligation includes $41.2 and $38.6 at December 31, 2006 and 2005 related to an unfunded supplemental plan. The accumulated benefit obligations for this same plan were $30.5 and $27.9 at December 31, 2006 and 2005.

The accumulated benefit obligation for all pension plans of the Company, except for certain multi-employer and foreign-insured plans, was $1,035.4 at December 31, 2006, and $904.9 at December 31, 2005.

Year Ended December 31,

 

2006

 

2005

 

2004

 

Components of Pension Expense:

 

 

 

 

 

 

 

Service cost

 

$

50.5

 

$

40.8

 

$

32.2

 

Interest on projected benefit obligation

 

60.8

 

52.8

 

48.5

 

Expected return on assets

 

(76.7

)

(64.1

)

(59.5

)

Amortization of prior service costs

 

3.6

 

3.6

 

3.4

 

Recognized actuarial loss

 

12.7

 

9.2

 

3.8

 

Other

 

.1

 

.1

 

.2

 

Net pension expense

 

$

51.0

 

$

42.4

 

$

28.6

 

 

Pension expense for multi-employer and foreign-insured plans was $32.0, $29.0 and $24.9 in 2006, 2005 and 2004.

The Company has certain defined contribution benefit plans whereby it generally matches employee contributions of 2% to 5% of base wages. The majority of participants in these plans are non-union employees located in the United States. Expenses for these plans were $22.1, $20.6 and $18.5 in 2006, 2005 and 2004.

The Company also provides coverage of approximately 50% of medical costs for the majority of its U.S. employees from retirement until age 65 as well as a death benefit.

The following data relate to unfunded postretirement medical and life insurance plans:

Year Ended December 31,

 

2006

 

2005

 

2004

 

Components of Retiree Expense:

 

 

 

 

 

 

 

Service cost

 

$

5.4

 

$

3.6

 

$

2.6

 

Interest cost

 

4.8

 

4.2

 

3.7

 

Recognized actuarial loss

 

1.4

 

1.5

 

.7

 

Recognized prior service cost

 

.1

 

.2

 

.1

 

Recognized net initial obligation

 

.5

 

.4

 

.5

 

Net retiree expense

 

$

12.2

 

$

9.9

 

$

7.6

 

 

The discount rate used for calculating the accumulated plan benefits was 5.9% for 2006 and 5.6% for 2005. In 2006 the assumed long-term medical inflation rate was 11% declining to 6% over five years. In 2005 the rate assumption was 12% declining to 6% over six years. Annual benefits expected to be paid beginning January 1, 2007, are $3.2, $3.9, $4.9, $6.0, $7.3 and for the five years thereafter, a total of $47.0.

Assumed health care cost trends have an effect on the amounts reported for the postretirement health care plans. A one-percentage-point change in assumed health care cost trend rates would have the following effects:

 

 

1%

 

1%

 

 

 

INCREASE

 

DECREASE

 

Effect on annual total of service and interest cost components

 

$

1.2

 

$

(1.4

)

Effect on accumulated postretirement benefit obligation

 

$

9.7

 

$

(8.4

)

 

 

 

2006

 

2005

 

Change in Projected Benefit Obligation:

 

 

 

 

 

Benefit obligation at January 1

 

$

76.7

 

$

69.3

 

Service cost

 

5.4

 

3.6

 

Interest cost

 

4.8

 

4.2

 

Benefits paid

 

(2.2

)

(1.4

)

Actuarial loss

 

7.7

 

1.0

 

Projected benefit obligation at December 31

 

$

92.4

 

$

76.7

 

 

 

 

 

 

 

Unfunded Status at December 31

 

$

(92.4

)

$

(76.7

)

Amounts Recorded in Balance Sheet:

 

 

 

 

 

Other noncurrent liabilities

 

$

(92.4

)

$

(53.5

)

Accumulated other comprehensive income

 

$

18.0

 

 

 

 

The December 31, 2005 balance sheet assets and liabilities include the effects of unrecognized actuarial losses, prior service cost and net initial obligations and these items are now included in accumulated other comprehensive income, net of tax.

Included in accumulated other comprehensive income at December 31, 2006, was $16.2 of unrecognized actuarial loss, $.3 of unrecognized prior service cost and $1.5 of unrecognized net initial obligation.

Of the December 31, 2006 amounts in accumulated other comprehensive income, $.7 of unrecognized actuarial loss and $.3 of unrecognized net initial obligation is expected to be amortized into net retiree expense in 2007.

43




M. INCOME TAXES

Year Ended December 31,

 

2006

 

2005

 

2004

 

Income Before Income Taxes:

 

 

 

 

 

 

 

Domestic

 

$

1,149.3

 

$

960.3

 

$

643.5

 

Foreign

 

1,026.0

 

813.3

 

724.7

 

 

 

$

2,175.3

 

$

1,773.6

 

$

1,368.2

 

 

 

 

 

 

 

 

 

Provision for Income Taxes:

 

 

 

 

 

 

 

Current provision:

 

 

 

 

 

 

 

Federal

 

$

280.4

 

$

394.7

 

$

139.9

 

State

 

39.6

 

41.9

 

22.1

 

Foreign

 

292.4

 

257.7

 

251.4

 

 

 

612.4

 

694.3

 

413.4

 

Deferred provision (benefit):

 

 

 

 

 

 

 

Federal

 

49.6

 

(35.7

)

64.7

 

State

 

4.7

 

.4

 

6.7

 

Foreign

 

12.6

 

(18.6

)

(23.4

)

 

 

66.9

 

(53.9

)

48.0

 

 

 

$

679.3

 

$

640.4

 

$

461.4

 

 

 

 

 

 

 

 

 

Reconciliation of Statutory U.S. Federal Tax to Actual Provision:

 

 

 

 

 

 

 

Statutory rate

 

35

%

35

%

35

%

Statutory tax

 

$

761.4

 

$

620.8

 

$

478.9

 

Effect of:

 

 

 

 

 

 

 

State income taxes

 

27.3

 

27.5

 

18.7

 

Repatriated earnings

 

(10.0

)

64.0

 

 

 

Foreign income taxes

 

(48.8

)

(45.3

)

(25.7

)

Other, net

 

(50.6

)

(26.6

)

(10.5

)

 

 

$

679.3

 

$

640.4

 

$

461.4

 

 

A provision of $64.0 for the repatriation of foreign earnings was recorded as current income tax expense during 2005. In 2006, a benefit of $10.0 was recorded from the final calculation of taxes related to the 2005 repatriation of foreign earnings.

United States income taxes are not provided on the undistributed earnings of the Company’s foreign subsidiaries that are considered to be indefinitely reinvested. At December 31, 2006, the amount of undistributed earnings which are considered to be indefinitely reinvested is $1,918.7. U.S. income taxes were provided for the $610.2 not indefinitely reinvested.

During 2005, the Company generated $50.0 in U.S. foreign tax credit carryforwards. The Company did not expect to utilize these credits, and recorded a full valuation allowance in 2005. During 2006, the Company utilized a portion of these credits and has $36.4 available at December 31, 2006. These credits are expected to be utilized in the future and the remaining valuation allowance was reversed in 2006.

At December 31, 2006, the Company’s net tax operating loss carryforwards were $227.1. Substantially all of the loss carryforwards are in foreign subsidiaries and carry forward indefinitely, subject to certain limitations under applicable laws. The future tax benefits of net operating loss carryforwards are evaluated on a regular basis, including a review of historical and projected future operating results.

At December 31

 

2006

 

2005

 

Components of Deferred Tax Assets (Liabilities):

 

 

 

 

 

Assets:

 

 

 

 

 

Provisions for accrued expenses

 

$

245.9

 

$

232.3

 

Net operating loss carryforwards

 

67.2

 

64.5

 

Allowance for losses on receivables

 

55.8

 

50.8

 

U.S. foreign tax credit carryforward

 

36.4

 

50.0

 

Foreign product development costs

 

40.5

 

41.1

 

Postretirement benefit plans

 

90.1

 

 

 

Other

 

57.8

 

71.7

 

 

 

593.7

 

510.4

 

Valuation allowance

 

(45.1

)

(95.5

)

 

 

548.6

 

414.9

 

Liabilities:

 

 

 

 

 

Financial Services leasing depreciation

 

(390.3

)

(343.9

)

Depreciation and amortization

 

(89.4

)

(91.5

)

Postretirement benefit plans

 

(68.6

)

(56.2

)

Other

 

(122.0

)

(68.2

)

 

 

(670.3

)

(559.8

)

Net deferred tax liability

 

$

(121.7

)

$

(144.9

)

 

At December 31

 

2006

 

2005

 

Classification of Deferred Tax Assets (Liabilities):

 

 

 

 

 

Truck and Other:

 

 

 

 

 

Deferred taxes and other current assets

 

$

133.5

 

$

132.4

 

Other noncurrent assets

 

96.4

 

43.6

 

Deferred taxes and other liabilities

 

(15.6

)

(22.1

)

Financial Services:

 

 

 

 

 

Other assets

 

29.3

 

27.8

 

Deferred taxes and other liabilities

 

(365.3

)

(326.6

)

Net deferred tax liability

 

$

(121.7

)

$

(144.9

)

 

Cash paid for income taxes was $611.5, $722.0 and $418.7 in 2006, 2005 and 2004.

44




N. FAIR VALUES OF FINANCIAL INSTRUMENTS

The Company used the following methods and assumptions to determine the fair values of its financial instruments:

Cash and Cash Equivalents: Carrying amounts approximate fair value.

Marketable Securities: Amounts are carried at fair value, based on quoted market prices (see Note B).

Financial Services Net Receivables: For floating-rate loans, wholesale financings, and interest and other receivables, fair values approximate carrying values. For fixed-rate loans, fair values are estimated using discounted cash flow analysis based on current rates for comparable loans. Finance lease receivables and related loss provisions approximate fair value and have been excluded from the accompanying table.

Derivative Instruments: Derivative instruments, including interest rate contracts and foreign currency exchange contracts, are carried at fair value. Fair values are based on quoted market prices or pricing models using current market rates and represent the amounts that the Company would receive or pay to terminate the contracts.

Short- and Long-term Debt: The carrying amounts of commercial paper and short-term bank borrowings and floating-rate, long-term debt approximate fair value. The fair value of fixed-rate, long-term debt is estimated using discounted cash flow analysis, based on current interest rates for similar types and maturities of debt.

Trade Receivables and Payables: Carrying amounts approximate fair value.

Balance sheet captions which include financial instruments that are not carried at approximate fair value are as follows at December 31:

 

 

CARRYING

 

FAIR

 

2006

 

AMOUNT

 

VALUE

 

Truck and Other:

 

 

 

 

 

Long-term debt

 

$

20.2

 

$

16.8

 

 

 

 

 

 

 

Financial Services:

 

 

 

 

 

Net receivables

 

5,672.9

 

5,580.8

 

Term debt

 

3,037.2

 

3,038.2

 

 

 

 

 

 

 

2005

 

 

 

 

 

Truck and Other:

 

 

 

 

 

Long-term debt

 

$

28.8

 

$

26.8

 

 

 

 

 

 

 

Financial Services:

 

 

 

 

 

Net receivables

 

4,954.5

 

4,909.4

 

Term debt

 

2,657.5

 

2,657.3

 

 

O. COMMITMENTS AND CONTINGENCIES

The Company is involved in various stages of investigations and cleanup actions in different countries related to environmental matters. In certain of these matters, the Company has been designated as a “potentially responsible party” by domestic and foreign environmental agencies. The Company has an accrual to provide for the estimated costs to investigate and complete cleanup actions where it is probable that the Company will incur such costs in the future. Expenditures related to environmental activities in 2006, 2005 and 2004 were not significant.

While the timing and amount of the ultimate costs associated with future environmental cleanup cannot be determined, management expects that these matters will not have a significant effect on the Company’s consolidated financial position.

At December 31, 2006, PACCAR had standby letters of credit of $34.4, which guarantee various insurance and financing activities. The Company is committed, under specific circumstances, to purchase equipment at a cost of $23.0 in 2007 and $30.1 in 2008. At December 31, 2006, PACCAR’s financial services companies, in the normal course of business, had outstanding commitments to fund new loan and lease transactions amounting to $280.3. The commitments generally expire in 90 days. The Company had other commitments, primarily to purchase production inventory, amounting to $181.2 in 2007 and $125.8 thereafter.

PACCAR is a defendant in various legal proceedings and, in addition, there are various other contingent liabilities arising in the normal course of business. After consultation with legal counsel, management does not anticipate that disposition of these proceedings and contingent liabilities will have a material effect on the consolidated financial statements.

45




 

P. DERIVATIVE FINANCIAL INSTRUMENTS

Derivative financial instruments are used as hedges to manage exposures to fluctuations in interest rates and foreign currency exchange rates. PACCAR’s policies prohibit the use of derivatives for speculation or trading. The Company documents its hedge objectives, procedures and accounting treatment at the inception of and during the term of each hedge. Exposure limits and minimum credit ratings are used to minimize the risks of counterparty default, and the Company had no material exposures to default at December 31, 2006.

Interest-Rate Contracts: The Company enters into various interest-rate contracts, including interest-rate and basis swaps and cap agreements. Interest-rate contracts generally involve the exchange of fixed and floating rate interest payments. These contracts are used to manage exposures to fluctuations in interest rates. Net amounts paid or received are reflected as adjustments to interest expense. At December 31, 2006, the Company had 510 interest-rate contracts outstanding. The notional amount of these contracts totaled $4,790.4, with amounts expiring annually over the next six years. The notional amount is used to measure the volume of these contracts and does not represent exposure to credit loss. In the event of default by a counterparty, the risk in these transactions is the cost of replacing the interest-rate contract at current market rates. The total fair value of all interest-rate contracts amounted to an asset of $36.0 and a liability of $17.3 at December 31, 2006. Fair values at December 31, 2005 amounted to an asset of $38.0 and a liability of $9.7.

Notional maturities for all interest-rate contracts for the six years beginning January 1, 2007, are $1,348.9, $1,418.8, $1,353.8, $493.1, $150.9 and $24.9. The majority of these contracts are floating to fixed swaps that effectively convert an equivalent amount of commercial paper and other variable rate debt to fixed rates. Cross currency interest-rate swaps are also used to hedge foreign currency exposure in addition to modifying the interest-rate characteristics of debt.

Foreign Currency Exchange Contracts: PACCAR enters into foreign currency exchange contracts to hedge certain anticipated transactions and borrowings denominated in foreign currencies, particularly the Canadian dollar, the euro, the British pound and the Mexican peso. Foreign exchange contracts mature within one year. PACCAR had net foreign exchange purchase contracts outstanding amounting to $279.3 and $321.1 U.S. dollars at December 31, 2006 and 2005, respectively. The net fair value of these foreign exchange contracts was an asset of $2.0 and a liability of $.5 at December 31, 2006. Fair values at December 31, 2005 amounted to an asset of $1.8 and a liability of $2.5.

Derivative assets are included in the consolidated balance sheets in Truck and Other “Deferred taxes and other current assets” and Financial Services “Other assets.” Derivative liabilities are included in Truck and Other “Accounts payable and accrued expenses” and “Deferred taxes and other liabilities” and in Financial Services “Accounts payable, accrued expenses and other.”

Substantially all of the Company’s interest-rate contracts and all of its foreign currency exchange contracts have been designated as cash flow hedges. The Company uses regression and the change in variable cash flows method to assess and measure effectiveness of interest rate contracts. For foreign currency exchange contracts, the Company performs quarterly assessments to ensure that key terms continue to match. Gains or losses on the effective portion of derivatives designated and qualifying as cash flow hedges that arise from changes in fair value are initially reported in other comprehensive income. Gains or losses on the ineffective portion of cash flow hedges are recognized currently in earnings and were immaterial for each of the three years ended December 31, 2006.

Amounts in accumulated other comprehensive income are reclassified into net income in the same period in which the hedged transaction affects earnings. Net realized gains and losses from foreign exchange contracts are recognized as an adjustment to cost of sales or to financial services interest expense, consistent with the hedged transaction. Net realized gains and losses from interest-rate contracts are recognized as an adjustment to interest expense. Of the accumulated net gain included in other comprehensive income as of December 31, 2006, $9.4, net of taxes, is expected to be reclassified to interest expense or cost of sales in 2007. The fixed interest earned on finance receivables will offset the amount recognized in interest expense, resulting in a stable interest margin consistent with the Company’s interest-rate risk management strategy.

46




 

Q. STOCK COMPENSATION PLANS

PACCAR has certain plans under which officers and key employees may be granted options to purchase shares of the Company’s authorized but unissued common stock. Officers and non-employee directors may be granted restricted shares of the Company’s common stock. The maximum number of shares of the Company’s common stock authorized for issuance under these plans is 31.1 million. As of December 31, 2006, the maximum number of shares available for future grants under these plans is 13.6 million. Options currently outstanding under these plans were granted with exercise prices equal to the fair market value of the Company’s common stock at the date of grant. Options expire no later than 10 years from the grant date and generally vest within three years. Stock option activity is as follows:

 

 

 

 

AVERAGE

 

 

 

NUMBER

 

EXERCISE

 

 

 

OF SHARES

 

PRICE*

 

Outstanding at 12/31/03

 

5,835,400

 

$

16.37

 

Granted

 

686,400

 

37.97

 

Exercised

 

(1,104,200

)

13.85

 

Cancelled

 

(405,700

)

21.77

 

Outstanding at 12/31/04

 

5,011,900

 

19.45

 

Granted

 

622,000

 

48.17

 

Exercised

 

(726,700

)

15.73

 

Cancelled

 

(152,900

)

29.37

 

Outstanding at 12/31/05

 

4,754,300

 

23.46

 

Granted

 

643,100

 

48.34

 

Exercised

 

(1,255,600

)

16.72

 

Cancelled

 

(33,800

)

43.70

 

Outstanding at 12/31/06

 

4,108,000

 

$

29.25

 

 

For options exercised, the aggregate difference between the strike price and market price on the date of exercise was $43.2 in 2006, $23.8 in 2005 and $29.4 in 2004.

 

The following table summarizes information about stock options outstanding at December 31, 2006:

 

RANGE OF
EXERCISE PRICES

 

NUMBERS OF
SHARES

 

REMAINING
CONTRACTUAL
LIFE IN YEARS

 

AVERAGE
EXERCISE
PRICE*

 

 

 

 

 

 

 

 

 

Exercisable:

 

 

 

 

 

 

 

$10.85-12.37

 

486,300

 

2.0

 

$

11.80

 

15.30-15.94

 

715,800

 

3.0

 

15.62

 

18.80-20.93

 

1,097,400

 

5.6

 

19.97

 

 

 

2,299,500

 

 

 

16.89

 

Not Exercisable:

 

 

 

 

 

 

 

37.97

 

579,600

 

7.0

 

37.97

 

48.17-48.34

 

1,228,900

 

8.6

 

48.26

 

 

 

1,808,500

 

8.1

 

44.96

 

 

 

4,108,000

 

5.8

 

$

29.25

 

 


*Weighted Average

See Note A for information regarding estimated fair values and option pricing assumptions.

Diluted Earnings Per Share: The following table shows the additional shares added to weighted average basic shares outstanding to calculate diluted earnings per share. These amounts primarily represent the dilutive effect of stock options.

At December 31:

 

2006

 

2005

 

2004

 

Additional shares

 

1,376,200

 

1,655,300

 

1,782,900

 

 

Antidilutive options amounted to 632,000 in 2006, 604,700 in 2005 and 642,500 in 2004.

47




R. STOCKHOLDERS’ EQUITY

Stockholder Rights Plan: The plan provides one right for each share of PACCAR common stock outstanding. Rights become exercisable if a person publicly announces the intention to acquire 15% or more of PACCAR’s common stock or if a person (Acquiror) acquires such amount of common stock. In all cases, rights held by the Acquiror are not exercisable. When exercisable, each right entitles the holder to purchase for two hundred dollars a fractional share of Series A Junior Participating Preferred Stock. Each fractional preferred share has dividend, liquidation and voting rights which are no less than those for a share of common stock. Under certain circumstances, the rights may become exercisable for shares of PACCAR common stock or common stock of the Acquiror having a market value equal to twice the exercise price of the right. Also under certain circumstances, the Board of Directors may exchange exercisable rights, in whole or in part, for one share of PACCAR common stock per right. The rights, which expire in the year 2009, may be redeemed at one cent per right, subject to certain conditions. For this plan, 50,000 preferred shares are reserved for issuance. No shares have been issued.

 

Accumulated Other Comprehensive Income:

Following are the components of accumulated other comprehensive income:

 

 

 

2006

 

2005

 

2004

 

Unrealized (loss) gain on investments

 

$

(2.2

)

$

(1.6

)

$

.5

 

Deferred tax asset (liability)

 

.9

 

.6

 

(.2

)

 

 

(1.3

)

(1.0

)

.3

 

Unrealized gain (loss) on derivative contracts

 

28.5

 

32.7

 

(5.4

)

Deferred tax (liability) asset

 

(10.9

)

(12.0

)

1.3

 

 

 

17.6

 

20.7

 

(4.1

)

Pension and postretirement:

 

 

 

 

 

 

 

Minimum pension liability adjustment

 

 

 

(33.2

)

(13.0

)

Unrecognized:

 

 

 

 

 

 

 

Actuarial loss

 

(225.2

)

 

 

 

 

Prior service cost

 

(25.3

)

 

 

 

 

Net initial obligation

 

(4.4

)

 

 

 

 

Deferred tax asset

 

90.1

 

12.4

 

4.5

 

 

 

(164.8

)

(20.8

)

(8.5

)

Currency translation adjustment

 

304.7

 

155.8

 

323.4

 

Accumulated other comprehensive income

 

$

156.2

 

$

154.7

 

$

311.1

 

 

Other Capital Stock Changes: During 2006, the Company retired 5.0 million of its common shares, of which 4.5 million were acquired during the year. During 2005, the Company acquired 5.5 million of its common shares, of which 5.0 million were retired. In 2004, the Company acquired and retired 2.0 million of its outstanding common shares.

At December 31, 2006, PACCAR had 32,873 treasury shares.

Stock Dividend: A 50% common stock dividend was paid in August, 2006, with fractional shares paid in cash. This resulted in the issuance of 83,104,090 additional shares and 543 fractional shares paid in cash.

48




 

S. SEGMENT AND RELATED INFORMATION

PACCAR operates in two principal segments, Truck and Financial Services.

The Truck segment includes the manufacture of trucks and the distribution of related aftermarket parts, both of which are sold through a network of company-appointed dealers. This segment derives a large  proportion of its revenues and operating profits from operations in North America and Europe.

The Financial Services segment is composed of finance and leasing products and services provided to truck customers and dealers. Revenues are primarily generated from operations in North America and Europe.

Included in All Other is PACCAR’s industrial winch manufacturing business. Also within this category are other sales, income and expenses not attributable to a reportable segment, including a portion of corporate expense. Intercompany interest income on cash advances to the financial services companies is included in All Other and was $13.1, $15.7 and $10.8 for 2006, 2005 and 2004. Geographic revenues from external customers are presented based on the country of the customer.

PACCAR evaluates the performance of its Truck segment based on operating profits, which excludes investment income, other income and expense and income taxes. The Financial Services segments’s performance is evaluated based on income before income taxes.

 

 

2006

 

2005

 

2004

 

Geographic Area Data

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

 

 

United States

 

$

8,496.5

 

$

7,161.8

 

$

5,414.2

 

Europe

 

4,589.8

 

4,096.2

 

3,725.9

 

Other

 

3,367.8

 

2,799.4

 

2,256.2

 

 

 

$

16,454.1

 

$

14,057.4

 

$

11,396.3

 

 

 

 

 

 

 

 

 

Long-lived assets:

 

 

 

 

 

 

 

Property, plant and equipment, net

 

 

 

 

 

 

 

United States

 

$

527.4

 

$

443.0

 

$

424.7

 

The Netherlands

 

378.8

 

308.4

 

276.8

 

Other

 

441.0

 

391.6

 

336.3

 

 

 

$

1,347.2

 

$

1,143.0

 

$

1,037.8

 

 

 

 

 

 

 

 

 

Goodwill and other intangibles, net

 

 

 

 

 

 

 

The Netherlands

 

$

115.9

 

$

105.7

 

$

122.7

 

Other

 

1.3

 

1.3

 

1.3

 

 

 

$

117.2

 

$

107.0

 

$

124.0

 

 

 

 

 

 

 

 

 

Equipment on operating leases, net

 

 

 

 

 

 

 

United States

 

$

438.7

 

$

400.7

 

$

340.9

 

United Kingdom

 

295.5

 

206.6

 

278.8

 

Germany

 

172.8

 

111.3

 

115.4

 

France

 

144.0

 

130.7

 

157.0

 

Other

 

400.3

 

357.6

 

296.4

 

 

 

$

1,451.3

 

$

1,206.9

 

$

1,188.5

 

 

 

 

 

 

 

 

 

 

Business Segment Data

 

 

 

 

 

 

 

Net sales and revenues:

 

 

 

 

 

 

 

Truck

 

 

 

 

 

 

 

Total

 

$

15,754.7

 

$

13,559.4

 

$

11,081.8

 

Less intersegment

 

(387.4

)

(363.3

)

(319.5

)

External customers

 

15,367.3

 

13,196.1

 

10,762.3

 

All Other

 

136.0

 

102.3

 

71.4

 

 

 

15,503.3

 

13,298.4

 

10,833.7

 

Financial Services

 

950.8

 

759.0

 

562.6

 

 

 

$

16,454.1

 

$

14,057.4

 

$

11,396.3

 

 

 

 

 

 

 

 

 

Income before income taxes:

 

 

 

 

 

 

 

Truck

 

$

1,848.8

 

$

1,520.2

 

$

1,145.0

 

All Other

 

(2.2

)

(3.4

)

(5.1

)

 

 

1,846.6

 

1,516.8

 

1,139.9

 

Financial Services

 

247.4

 

199.9

 

168.4

 

Investment income

 

81.3

 

56.9

 

59.9

 

 

 

$

2,175.3

 

$

1,773.6

 

$

1,368.2

 

 

 

 

 

 

 

 

 

Depreciation and amortization:

 

 

 

 

 

 

 

Truck

 

$

218.8

 

$

190.3

 

$

182.1

 

Financial Services

 

203.3

 

166.6

 

124.0

 

All Other

 

12.5

 

13.2

 

8.9

 

 

 

$

434.6

 

$

370.1

 

$

315.0

 

 

 

 

 

 

 

 

 

Expenditures for long-lived assets:

 

 

 

 

 

 

 

Truck

 

$

447.5

 

$

419.3

 

$

222.7

 

Financial Services

 

494.2

 

413.7

 

386.1

 

Other

 

12.6

 

15.5

 

24.7

 

 

 

$

954.3

 

$

848.5

 

$

633.5

 

 

 

 

 

 

 

 

 

Segment assets:

 

 

 

 

 

 

 

Truck

 

$

3,480.1

 

$

2,955.8

 

$

2,889.3

 

Other

 

188.1

 

187.9

 

174.5

 

Cash and marketable securities

 

2,628.0

 

2,215.8

 

2,184.1

 

 

 

6,296.2

 

5,359.5

 

5,247.9

 

Financial Services

 

9,811.2

 

8,355.9

 

6,980.1

 

 

 

$

16,107.4

 

$

13,715.4

 

$

12,228.0

 

 

49




MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER

FINANCIAL REPORTING

 

The management of PACCAR Inc (the Company) is responsible for establishing and maintaining satisfactory internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Internal control over financial reporting may not prevent or detect misstatements because of its inherent limitations. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.

Management assessed the Company’s internal control over financial reporting as of December 31, 2006, based on criteria for effective internal control over financial reporting described in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, we concluded that the Company maintained effective internal control over financial reporting as of December 31, 2006.

 

Management’s assessment of the effectiveness of the Company’s internal control over financial reporting has been audited by Ernst & Young LLP, an Independent Registered Public Accounting Firm, as stated in their report.

/s/ Mark C. Pigott

 

 

Mark C. Pigott

 

 

Chairman and Chief Executive Officer

 

 

REPORT OF INDEPENDENT REGISTRED PUBLIC ACCOUNTING FIRM

ON THE COMPANY’S CONSOLIDATED FINANCIAL STATEMENTS

Board of Directors and Stockholders

PACCAR Inc

We have audited the accompanying consolidated balance sheets of PACCAR Inc as of December 31, 2006 and 2005, and the related consolidated statements of income, stockholders’ equity, comprehensive income and cash flows for each of the three years in the period ended December 31, 2006. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of PACCAR Inc at December 31, 2006 and 2005, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2006, in conformity with U.S. generally accepted accounting principles.

As discussed in Note A to the financial statements, in 2006 the Company changed its method of accounting for defined benefit pension and other postretirement plans in accordance with FASB statement No. 158.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of PACCAR Inc’s internal control over financial reporting as of December 31, 2006, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 16, 2007 expressed an unqualified opinion thereon.

Seattle, Washington

 

Ernst & Young LLP

February 16, 2007

 

 

 

50




REPORT OF INDEPENDENT REGISTRED PUBLIC ACCOUNTING

FIRM ON THE COMPANY’S INTERNAL CONTROLS

 

Board of Directors and Stockholders

PACCAR Inc

We have audited management’s assessment, included in the accompanying Management’s Report on Internal Control over Financial Reporting, that PACCAR Inc maintained effective internal control over financial reporting as of December 31, 2006, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). PACCAR Inc’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management’s assessment and an opinion on the effectiveness of the company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, management’s assessment that PACCAR Inc maintained effective internal control over financial reporting as of December 31, 2006, is fairly stated, in all material respects, based on the COSO criteria. Also, in our opinion, PACCAR Inc maintained, in all material respects, effective internal control over financial reporting as of December 31, 2006, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of PACCAR Inc as of December 31, 2006 and 2005, and the related consolidated statements of income, stockholders’ equity, comprehensive income and cash flows for each of the three years in the period ended December 31, 2006 of PACCAR Inc and our report dated February 16, 2007 expressed an unqualified opinion thereon.

Seattle, Washington

 

Ernst & Young LLP

February 16, 2007

 

 

 

51




SELECTED FINANCIAL DATA

 

 

 

2006

 

2005

 

2004

 

2003

 

2002

 

 

 

(millions except per share data)

 

Truck and Other Net Sales and Revenues

 

$

15,503.3

 

$

13,298.4

 

$

10,833.7

 

$

7,721.1

 

$

6,786.0

 

Financial Services Revenues

 

950.8

 

759.0

 

562.6

 

473.8

 

432.6

 

Total Revenues

 

$

16,454.1

 

$

14,057.4

 

$

11,396.3

 

$

8,194.9

 

$

7,218.6

 

Net Income

 

$

1,496.0

 

$

1,133.2

 

$

906.8

 

$

526.5

 

$

372.0

 

Net Income Per Share:

 

 

 

 

 

 

 

 

 

 

 

Basic

 

5.98

 

4.40

 

3.46

 

2.01

 

1.43

 

Diluted

 

5.95

 

4.37

 

3.44

 

1.99

 

1.42

 

Cash Dividends Declared

 

2.77

 

1.91

 

1.83

 

.92

 

.67

 

Total Assets:

 

 

 

 

 

 

 

 

 

 

 

Truck and Other

 

6,296.2

 

5,359.5

 

5,247.9

 

4,334.2

 

3,590.2

 

Financial Services

 

9,811.2

 

8,355.9

 

6,980.1

 

5,605.4

 

5,112.3

 

Truck and Other Long-Term Debt

 

20.2

 

20.2

 

27.8

 

33.7

 

33.9

 

Financial Services Debt

 

7,259.8

 

6,226.1

 

4,788.6

 

3,786.1

 

3,527.6

 

Stockholders’ Equity

 

4,456.2

 

3,901.1

 

3,762.4

 

3,246.4

 

2,600.7

 

 

All per share amounts have been restated to give effect to a 50% stock dividend paid in August 2006.

 

COMMON STOCK MARKET PRICES AND DIVIDENDS

 

Common stock of the Company is traded on the NASDAQ Global Select Market under the symbol PCAR. The table below reflects the range of trading prices as reported by NASDAQ and cash dividends declared. All amounts have been restated to give effect to a 50% stock dividend paid in August 2006. There were 2,138 record holders of the common stock at December 31, 2006.

 

 

 

2006

 

2005

 

 

 

CASH DIVIDENDS

 

STOCK PRICE

 

CASH DIVIDENDS

 

STOCK PRICE

 

QUARTER

 

DECLARED

 

HIGH

 

LOW

 

DECLARED

 

HIGH

 

LOW

 

First

 

$

.17

 

$

50.05

 

$

45.19

 

$

.13

 

$

54.25

 

$

45.67

 

Second

 

.20

 

55.26

 

46.36

 

.14

 

49.36

 

42.56

 

Third

 

.20

 

58.90

 

50.90

 

.14

 

51.07

 

44.14

 

Fourth

 

.20

 

69.25

 

56.68

 

.17

 

49.06

 

42.20

 

Year-End Extra

 

2.00

 

 

 

 

 

1.33

 

 

 

 

 

 

The Company expects to continue paying regular cash dividends, although there is no assurance as to future dividends because they are dependent upon future earnings, capital requirements and financial conditions.

52




QUARTERLY RESULTS (UNAUDITED)

 

 

 

QUARTER

 

 

 

FIRST

 

SECOND

 

THIRD

 

FOURTH

 

 

 

(millions except per share data)

 

2006

 

 

 

 

 

 

 

 

 

Truck and Other Net Sales and Revenues

 

$

3,639.2

 

$

3,936.6

 

$

3,959.2

 

$

3,968.3

 

 

 

 

 

 

 

 

 

 

 

Truck and Other Gross Profit (Before SG&A and Interest)

 

540.3

 

582.7

 

594.3

 

586.3

 

 

 

 

 

 

 

 

 

 

 

Financial Services Revenues

 

212.5

 

231.4

 

246.2

 

260.7

 

 

 

 

 

 

 

 

 

 

 

Financial Services Gross Profit (Before SG&A)

 

84.6

 

92.5

 

97.3

 

102.7

 

 

 

 

 

 

 

 

 

 

 

Net Income

 

342.0

 

369.9

 

403.6

 

380.5

 

 

 

 

 

 

 

 

 

 

 

Net Income Per Share (1):

 

 

 

 

 

 

 

 

 

Basic

 

$

1.36

 

$

1.48

 

$

1.62

 

$

1.53

 

Diluted

 

1.35

 

1.47

 

1.61

 

1.52

 

 

 

 

 

 

 

 

 

 

 

2005

 

 

 

 

 

 

 

 

 

Truck and Other Net Sales and Revenues

 

$

3,154.6

 

$

3,372.9

 

$

3,345.4

 

$

3,425.5

 

 

 

 

 

 

 

 

 

 

 

Truck and Other Gross Profit (Before SG&A and Interest)

 

464.9

 

496.5

 

502.9

 

493.6

 

 

 

 

 

 

 

 

 

 

 

Financial Services Revenues

 

171.4

 

182.5

 

195.6

 

209.5

 

 

 

 

 

 

 

 

 

 

 

Financial Services Gross Profit (Before SG&A)

 

75.1

 

80.0

 

83.2

 

86.9

 

 

 

 

 

 

 

 

 

 

 

Net Income (2)

 

274.0

 

241.5

 

304.8

 

312.9

 

 

 

 

 

 

 

 

 

 

 

Net Income Per Share (1):

 

 

 

 

 

 

 

 

 

Basic

 

$

1.05

 

$

.93

 

$

1.19

 

$

1.23

 

Diluted

 

1.04

 

.92

 

1.18

 

1.22

 

 

Net income per share amounts have been restated to give effect to a 50% stock dividend paid in August 2006.


(1)          The sum of quarterly per share amounts may not equal per share amounts reported for year-to-date periods. This is due to changes in the number of weighted shares outstanding and the effects of rounding for each period.

(2)   Second quarter net income includes a $64.0 income tax provision for repatriation of foreign earnings.

53




MARKET RISKS AND DERIVATIVE INSTRUMENTS

(currencies in millions)

Interest Rate RisksSee Note P for a description of the Company’s hedging programs and exposure to interest rate fluctuations. The Company measures its interest rate risk by estimating the amount by which the fair value of interest rate sensitive assets and liabilities, including derivative financial instruments, would change assuming an immediate 100 basis point increase across the yield curve as shown in the following table:

 

Fair Value Gains (Losses)

 

2006

 

2005

 

CONSOLIDATED:

 

 

 

 

 

Assets

 

 

 

 

 

Cash equivalents and marketable securities

 

$

(12.2

)

$

(6.1

)

TRUCK AND OTHER:

 

 

 

 

 

Liabilities

 

 

 

 

 

Borrowings and related swaps:

 

 

 

 

 

Long-term debt

 

.6

 

.6

 

Interest rate swaps related to commercial paper classified as long-term debt

 

 

 

(.1

)

FINANCIAL SERVICES:

 

 

 

 

 

Assets

 

 

 

 

 

Loans and wholesale financing, net of unearned interest, less allowance for losses

 

(59.6

)

(46.7

)

Liabilities

 

 

 

 

 

Term debt

 

.5

 

.9

 

Interest rate swaps related to financial services debt

 

72.7

 

54.6

 

Total

 

$

2.0

 

$

3.2

 

 

Currency Risks – The Company enters into foreign exchange forward contracts to hedge its exposure to exchange rate fluctuations of foreign currencies, particularly the Canadian dollar, the euro, the British pound and the Mexican peso (See Note P for additional information concerning these hedges). The Company uses a sensitivity analysis to evaluate its exposure to foreign currency exchange rate fluctuations. The potential loss in fair value for such financial instruments from a 10% unfavorable change in quoted foreign currency exchange rates would be a loss of $24.2 related to contracts outstanding at December 31, 2006, compared to a loss of $31.3 at December 31, 2005. These amounts would be largely offset by changes in the values of the underlying hedged exposures.

54



EX-21 5 a07-4930_1ex21.htm EX-21

Exhibit 21

SUBSIDIARIES OF THE REGISTRANT

Name(a)

 

State or
Country of
Incorporation

 

Names Under Which Company
Or Subsidiaries Do Business

 

 

 

 

 

PACCAR of Canada Ltd.

 

Canada

 

PACCAR of Canada Ltd.
Canadian Kenworth Co.
Peterbilt of Canada
PACCAR Parts of Canada
PACCAR Leasing of Canada a division of PACCAR of Canada Ltd.

 

 

 

 

 

PACCAR Australia Pty. Ltd.

 

Australia

 

PACCAR Australia Pty. Ltd.
Kenworth Trucks
DAF Trucks Australia

 

 

 

 

 

PACCAR U.K. Ltd

 

Delaware

 

PACCAR U.K. Ltd.
Foden Trucks

 

 

 

 

 

PACCAR Financial Pty. Ltd.

 

Australia

 

PACCAR Financial Pty. Ltd.

 

 

 

 

 

PACCAR Mexico, S.A. de C.V.

 

Mexico

 

PACCAR Mexico, S.A. de C.V.
KENFABRICA, S.A. de C.V.
Kenworth Mexicana S.A. de C.V.
PACCAR Parts Mexico S.A. de C.V.
PACCAR Capital Mexico S.A. de C.V.
PacLease Mexicana S.A. de C.V.

 

 

 

 

 

DAF Trucks, N.V.(a)(b)

 

Netherlands

 

DAF Trucks, N.V.

 

 

 

 

 

DAF Trucks Vlaanderen N.V.(c)

 

Belgium

 

DAF Trucks Vlaanderen N.V.

 

 

 

 

 

DAF Trucks Ltd.(c)

 

United Kingdom

 

DAF Trucks Ltd.

 

 

 

 

 

DAF Trucks Deutschland GmbH(c)

 

Germany

 

DAF Trucks Deutschland GmbH

 

 

 

 

 

DAF Trucks France, S.A.R.L.(c)

 

France

 

DAF Trucks France, S.A.R.L.

 

 

 

 

 

DAF Vehiculos Industriales S.A.(c)

 

Spain

 

DAF Vehiculos Industriales S.A.

 

 

 

 

 

DAF Veicoli Industriali S.p.A.(c)

 

Italy

 

DAF Veicoli Industriali S.p.A.

 

 

 

 

 

PACCAR Parts U.K. Limited(d)

 

England and Wales

 

PACCAR Parts U.K. Limited

 

 

 

 

 

Leyland Trucks Limited(e)

 

England and Wales

 

Leyland Trucks Limited

 

 

 

 

 

PACCAR Financial Services Corp.

 

Washington

 

PACCAR Financial Services Corp.

 

 

 

 

 

PACCAR Financial Corp.(f)

 

Washington

 

PACCAR Financial Corp.
PACCAR Leasing Company PacLease

 

 

 

 

 

PACCAR Financial Services Ltd.

 

Canada

 

PACCAR Financial Services Ltd.

 

 

 

 

 

PACCAR Financial Ltd.(g)

 

Canada

 

PACCAR Financial Ltd.

 

 

 

 

 

PACCAR Sales North America, Inc.

 

Delaware

 

PACCAR Sales North America, Inc.

 

 

 

 

 




 

Name(a)

 

State or
Country of
Incorporation

 

Names Under Which Company
Or Subsidiaries Do Business

 

 

 

 

 

PACCAR Holding B.V.(h)

 

Netherlands

 

PACCAR Holding B.V.

 

 

 

 

 

PACCAR Financial Europe B.V.(b)

 

Netherlands

 

PACCAR Financial Europe B.V.

 

 

 

 

 

PACCAR Financial Holdings Europe B.V.(i)

 

Netherlands

 

PACCAR Financial Holdings Europe B.V.

 

 

 

 

 

PACCAR Financial Belux BVBA(j)

 

Belgium

 

PACCAR Financial Belux BVBA

 

 

 

 

 

PACCAR Financial Deutschland GmbH(j)

 

Germany

 

PACCAR Financial Deutschland GmbH

 

 

 

 

 

PACCAR Financial Espana S.r.l.(j)

 

Spain

 

PACCAR Financial Espana S.r.l.

 

 

 

 

 

PACCAR Financial France S.A.S.(j)

 

France

 

PACCAR Financial France S.A.S.

 

 

 

 

 

PACCAR Financial Italia Srl(j)

 

Italy

 

PACCAR Financial Italia Srl

 

 

 

 

 

PACCAR Financial Limited(j)

 

United Kingdom

 

PACCAR Financial Limited

 

 

 

 

 

PACCAR Financial Nederland B.V.(j)

 

Netherlands

 

PACCAR Financial Nederland B.V.

 

 

 

 

 

PACCAR Financial Services Europe B.V.(j)

 

Netherlands

 

PACCAR Financial Services Europe B.V.

 

 

 

 

 


(a)                      The names of some subsidiaries have been omitted. Considered in the aggregate, omitted subsidiaries would not constitute a significant subsidiary.

(b)                     A wholly owned subsidiary of PACCAR Holding B.V.

(c)                      A wholly owned subsidiary of DAF Trucks, N.V.

(d)                     A wholly owned subsidiary of PACCAR Trucks U.K. Ltd., which is a wholly owned subsidiary of PACCAR Holding B.V.

(e)                      A wholly owned subsidiary of PACCAR Parts U.K. Limited

(f)                        A wholly owned subsidiary of PACCAR Financial Services Corp.

(g)                     A wholly owned subsidiary of PACCAR Financial Services Ltd.

(h)                     A wholly owned subsidiary of PACCAR Sales North America, Inc.

(i)                         A wholly owned subsidiary of PACCAR Financial Europe B.V.

(j)                         A wholly owned subsidiary of PACCAR Financial Holdings Europe B.V.



EX-23 6 a07-4930_1ex23.htm EX-23

Exhibit 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Annual Report (Form 10-K) of PACCAR Inc of our reports dated February 16, 2007, with respect to the consolidated financial statements of PACCAR Inc, PACCAR Inc management’s assessment of the effectiveness of internal control over financial reporting, and the effectiveness of internal control over financial reporting of PACCAR Inc included in the 2006 Annual Report to Shareholders of PACCAR Inc.

We also consent to the incorporation by reference in the following Registration Statements:

A.     the Registration Statement (Form S-8 No. 33-47763) pertaining to the 1991 Long-Term Incentive Plan of PACCAR Inc

B.       the Registration Statement (Form S-8 No. 333-39161) pertaining to the 1991 Long-Term Incentive Plan of PACCAR Inc

C.       the Registration Statement (Form S-8 No. 333-103706) pertaining to the 1991 Long-Term Incentive Plan of PACCAR Inc

D.      the Registration Statement (Form S-8 No. 333-36712) pertaining to the PACCAR Inc Restricted Stock and Deferred Compensation Plan for Non-Employee Directors

E.        the Registration Statement (Form S-8 No. 333-120238) pertaining to the PACCAR Inc Restricted Stock and Deferred Compensation Plan for Non-Employee Directors

F.        the Registration Statement (Form S-8 No. 333-52230) pertaining to the PACCAR Inc Savings Investment Plan

G.       the Registration Statement (Form S-8 No. 333-139544) pertaining to the PACCAR Inc Savings Investment Plan

of our reports dated February 16, 2007, with respect to the consolidated financial statements of PACCAR Inc, PACCAR Inc management’s assessment of the effectiveness of internal control over financial reporting, and the effectiveness of internal control over financial reporting of PACCAR Inc incorporated herein by reference in this Annual Report (Form 10-K) of PACCAR Inc.

 

/s/ Ernst & Young LLP

 

 

ERNST & YOUNG LLP

 

 

 

 

Seattle, Washington

 

February 21, 2007

 

 



EX-24 7 a07-4930_1ex24.htm EX-24

Exhibit 24

POWER OF ATTORNEY

We, the undersigned directors of PACCAR Inc, a Delaware corporation, hereby severally constitute and appoint M. C. Pigott our true and lawful attorney-in-fact, to sign for us, and in our names in our capacity as director, a Form 10-K on behalf of the Company for the year ending December 31, 2006, to be filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended.

IN WITNESS WHEREOF, each of the undersigned has executed this power of attorney as of this 5th day of December 2006.

/s/ A. J. Carnwath

 

 

/s/ W. G. Reed, Jr.

 

A. J. Carnwath

 

W. G. Reed, Jr.

Director, PACCAR Inc

 

Director, PACCAR Inc

 

 

 

 

 

 

/s/ J. M. Fluke, Jr.

 

 

/s/ M. A. Tembreull

 

J. M. Fluke, Jr.

 

M. A. Tembreull

Director, PACCAR Inc

 

Director, PACCAR Inc

 

 

 

 

 

 

/s/ S. F. Page

 

 

/s/ H. A. Wagner

 

S. F. Page

 

H. A. Wagner

Director, PACCAR Inc

 

Director, PACCAR Inc

 

 

 

 

 

 

/s/ R. T. Parry

 

 

/s/ C. R. Willamson

 

R. T. Parry

 

C. R. Williamson

Director, PACCAR Inc

 

Director, PACCAR Inc

 

 

 

 

 

 

/s/ J. C. Pigott

 

 

 

J. C. Pigott

 

 

Director, PACCAR Inc

 

 

 



EX-31.A 8 a07-4930_1ex31da.htm EX-31.A

Exhibit 31(a)

CERTIFICATION

I, Mark C. Pigott, Chairman and Chief Executive Officer, certify that:

1.         I have reviewed this annual report on Form 10-K of PACCAR Inc;

2.         Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3.         Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4.         The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)         Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

b)        Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)         Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)        Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.         The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)         All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)        Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date

  February 26, 2007

 

 

 

 

 

 

 

 

/s/ Mark C. Pigott

 

 

Mark C. Pigott

 

 

Chairman and Chief Executive Officer

 

 

(Principal Executive Officer)

 



EX-31.B 9 a07-4930_1ex31db.htm EX-31.B

Exhibit 31(b)

CERTIFICATION

I, Michael A. Tembreull, Vice Chairman, certify that:

1.         I have reviewed this annual report on Form 10-K of PACCAR Inc;

2.         Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3.         Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4.         The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)         Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

b)        Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)         Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)        Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.         The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)         All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)        Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date

  February 26, 2007

 

 

 

 

 

 

 

 

/s/ Michael A. Tembreull

 

 

Michael A. Tembreull

 

 

Vice Chairman

 

 

(Principal Financial Officer)

 



EX-32 10 a07-4930_1ex32.htm EX-32

Exhibit 32

CERTIFICATION PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002 (18 U.S.C. SECTION 1350)

In connection with the Annual Report of PACCAR Inc (the “Company”) on Form 10-K for the year ended December 31, 2006 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned certify, pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. section 1350), that to the best of our knowledge and belief:

(1)          The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)          The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date

  February 26, 2007

 

 

 

 

 

 

 

By

/s/ Mark C. Pigott

 

 

Mark C. Pigott

 

 

Chairman and
Chief Executive Officer

 

 

PACCAR Inc

 

 

 

 

 

 

 

By

/s/ Michael A. Tembreull

 

 

Michael A. Tembreull

 

 

Vice Chairman

 

 

PACCAR Inc

 

 

(chief financial officer)

 

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.



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