PACCAR 10-Q 2022-06-30

Filed 2022-08-02. 4 sections, 213K characters. Original on sec.gov · Markdown · JSON

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended June 30, 2022

OR

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

For the transition period from to

Commission File No. 001-14817

PACCAR Inc

(Exact name of registrant as specified in its charter)

Delaware91-0351110
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
777 - 106th Ave. N.E., Bellevue, WA98004
(Address of principal executive offices)(Zip Code)

(425) 468-7400

(Registrant's telephone number, including area code)

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

Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which Registered
Common stock, $1 par valuePCARThe Nasdaq Stock Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b‑2 of the Exchange Act.

Large accelerated filer☒Accelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

Common Stock, $1 par value — 347,718,742 shares as of July 28, 2022

PACCAR Inc – Form 10-Q

INDEX

Page
PART I.FINANCIAL INFORMATION:
ITEM 1.FINANCIAL STATEMENTS:
Consolidated Statements of Comprehensive Income – Three and Six Months Ended June 30, 2022 and 2021 (Unaudited)3
Consolidated Balance Sheets – June 30, 2022 and December 31, 2021 (Unaudited)4
Condensed Consolidated Statements of Cash Flows – Six Months Ended June 30, 2022 and 2021 (Unaudited)6
Consolidated Statements of Stockholders’ Equity – Three and Six Months Ended June 30, 2022 and 2021 (Unaudited)7
Notes to Consolidated Financial Statements (Unaudited)8
ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS34
ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK49
ITEM 4.CONTROLS AND PROCEDURES49
PART II.OTHER INFORMATION:
ITEM 1.LEGAL PROCEEDINGS50
ITEM 1A.RISK FACTORS50
ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS50
ITEM 6.EXHIBITS51
INDEX TO EXHIBITS51
SIGNATURE54

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PART I – FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

Consolidated Statements of Comprehensive Income (Unaudited)

(Millions, Except Per Share Amounts)

Three Months EndedSix Months Ended
June 30June 30
2022202120222021
TRUCK, PARTS AND OTHER:
Net sales and revenues$6,786.2$5,387.6$12,892.6$10,801.1
Cost of sales and revenues5,811.04,659.411,096.59,349.1
Research and development80.484.4158.4164.5
Selling, general and administrative144.9132.2292.9262.1
Interest and other (income), net(22.4)(17.2)(54.4)(30.4)
6,013.94,858.811,493.49,745.3
Truck, Parts and Other Income Before Income Taxes772.3528.81,399.21,055.8
FINANCIAL SERVICES:
Interest and fees150.9132.4283.2262.3
Operating lease, rental and other revenues221.6323.9455.5626.0
Revenues372.5456.3738.7888.3
Interest and other borrowing expenses46.437.686.279.6
Depreciation and other expenses145.4280.5288.9559.2
Selling, general and administrative31.932.267.663.4
Provision for losses on receivables4.4(.5)4.63.2
228.1349.8447.3705.4
Financial Services Income Before Income Taxes144.4106.5291.4182.9
Investment income5.45.02.99.9
Total Income Before Income Taxes922.1640.31,693.51,248.6
Income taxes201.7144.8372.6282.3
Net Income$720.4$495.5$1,320.9$966.3
Net Income Per Share
Basic$2.07$1.42$3.79$2.78
Diluted$2.07$1.42$3.79$2.77
Weighted Average Number of Common Shares Outstanding
Basic348.4347.8348.3347.7
Diluted348.8348.5348.8348.5
Comprehensive Income$486.4$582.3$1,130.3$987.0

See Notes to Consolidated Financial Statements.

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Consolidated Balance Sheets (Millions) (Unaudited)

June 30December 31
20222021
ASSETS
TRUCK, PARTS AND OTHER:
Current Assets
Cash and cash equivalents$3,135.1$3,253.6
Trade and other receivables, net (allowance for losses: 2022 - $.6, 2021 - $.6)1,959.71,575.1
Marketable securities1,559.21,559.4
Inventories, net2,232.21,976.0
Other current assets692.1732.9
Total Truck, Parts and Other Current Assets9,578.39,097.0
Equipment on operating leases, net250.3302.4
Property, plant and equipment, net3,368.03,398.1
Other noncurrent assets, net1,351.21,293.0
Total Truck, Parts and Other Assets14,547.814,090.5
FINANCIAL SERVICES:
Cash and cash equivalents96.2174.7
Finance and other receivables, net (allowance for losses: 2022 - $119.6, 2021 - $116.9)12,649.211,920.8
Equipment on operating leases, net2,704.92,886.5
Other assets590.6436.9
Total Financial Services Assets16,040.915,418.9
$30,588.7$29,509.4

See Notes to Consolidated Financial Statements.

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Consolidated Balance Sheets (Millions) (Unaudited)

June 30December 31
20222021
LIABILITIES AND STOCKHOLDERS' EQUITY
TRUCK, PARTS AND OTHER:
Current Liabilities
Accounts payable, accrued expenses and other$4,537.0$3,930.9
Dividend payable521.1
Total Truck, Parts and Other Current Liabilities4,537.04,452.0
Residual value guarantees and deferred revenues271.7329.1
Other liabilities1,419.21,487.6
Total Truck, Parts and Other Liabilities6,227.96,268.7
FINANCIAL SERVICES:
Accounts payable, accrued expenses and other697.0624.5
Commercial paper and bank loans3,270.53,303.0
Term notes7,293.87,128.8
Deferred taxes and other liabilities581.5590.4
Total Financial Services Liabilities11,842.811,646.7
STOCKHOLDERS' EQUITY:
Preferred stock, no par value - authorized 1.0 million shares, none issued
Common stock, $1 par value - authorized 1.2 billion shares, issued 347.7 and 347.3 million shares347.7347.3
Additional paid-in capital174.0142.0
Treasury stock, at cost - .02 million and nil shares(1.9)
Retained earnings13,109.912,025.8
Accumulated other comprehensive loss(1,111.7)(921.1)
Total Stockholders' Equity12,518.011,594.0
$30,588.7$29,509.4

See Notes to Consolidated Financial Statements.

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Condensed Consolidated Statements of Cash Flows (Unaudited)

(Millions)

Six Months Ended
June 30
20222021
OPERATING ACTIVITIES:
Net Income$1,320.9$966.3
Adjustments to reconcile net income to cash provided by operations:
Depreciation and amortization:
Property, plant and equipment155.3133.8
Equipment on operating leases and other227.3348.6
Provision fo

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Item 1A. RISK FACTORS

For information regarding risk factors, refer to Part I, Item 1A as presented in the 2021 Annual Report on Form 10-K. There have been no material changes in the Company’s risk factors during the three months ended June 30, 2022, except for the following:

Conflict in Ukraine

In accordance with international sanctions, the Company has suspended truck and parts sales to Russia and Belarus. The Company is monitoring the situation closely. At this time, the conflict has not had a significant impact on the results of operations or cash flows of the Company. The potential impact on the Company’s business will depend on future developments, including the severity and duration of the conflict and its effect on European and global economic conditions.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

For Items 2(a) and (b), there was no reportable information for the three months ended June 30, 2022.

(c)Issuer purchases of equity securities.

On December 4, 2018, PACCAR’s Board of Directors approved the repurchase of up to $500.0 million of the Company’s outstanding common stock. As of June 30, 2022, the Company has repurchased $110.0 million of shares under this plan. There were no repurchases made under this plan during the second quarter of 2022.

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ITEM 6.EXHIBITS

Any exhibits filed herewith are listed in the accompanying index to exhibits.

INDEX TO EXHIBITS

Exhibit NumberExhibit DescriptionFormDate of First FilingExhibit NumberFile Number
(3) (i)Articles of Incorporation:
Amended and Restated Certificate of Incorporation of PACCAR Inc8-KMay 4, 20183(i)001-14817
Certificate of Amendment of the Amended and Restated Certificate of Incorporation of PACCAR Inc8-KApril 24, 20203(i)001-14817
Certificate of Amendment of the Amended and Restated Certificate of Incorporation of PACCAR Inc8-KApril 29, 20223(i)001-14817
(ii)Bylaws:
Seventh Amended and Restated Bylaws of PACCAR Inc8-KJuly 26, 20223(ii)001-14817
(4)Instruments defining the rights of security holders, including indentures**:
(a)Indenture for Senior Debt Securities dated as of November 20, 2009 between PACCAR Financial Corp. and The Bank of New York Mellon Trust Company, N.A.S-3November 20, 20094.1333-163273
(b)Forms of Medium-Term Note, Series O (PACCAR Financial Corp.)S-3November 5, 20154.2 and 4.3333-207838
(c)Forms of Medium-Term Note, Series P (PACCAR Financial Corp.)S-3November 2, 20184.2 and 4.3333-228141
(d)Forms of Medium-Term Note, Series Q (PACCAR Financial Corp.)S-3November 1, 20214.3 and 4.4333-260663
(e)Terms and Conditions of the Notes applicable to the €2,500,000,000 Medium Term Note Programme of PACCAR Financial Europe B.V. set forth in the Listing Particulars dated July 4, 201910-QOctober 30, 20194(i)001-14817
(f)Terms and Conditions of the Notes applicable to the €2,500,000,000 Medium Term Note Programme of PACCAR Financial Europe B.V. set forth in the Information Memorandum dated May 29, 202010-QAugust 3, 20204(h)001-14817
(g)Terms and Conditions of the Notes applicable to the €2,500,000,000 Medium Term Note Programme of PACCAR Financial Europe B.V. set forth in the Information Memorandum dated July 15, 202110-QAugust 2, 20214(g)001-14817
(h)Terms and Conditions of the Notes applicable to the €2,500,000,000 Medium Term Note Programme of PACCAR Financial Europe B.V. set forth in the Information Memorandum dated July 13, 2022*
(i)Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 193410-KFebruary 19, 20204(j)001-14817
**Pursuant to the Instructions to Exhibits, certain instruments defining the rights of holders of long-term debt securities of the Company and its wholly owned subsidiaries are not filed because the total amount of securities authorized under any such instrument does not exceed 10 percent of the Company’s total assets. The Company will file copies of such instruments upon request of the Commission.
(10)Material Contracts:

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Exhibit NumberExhibit DescriptionFormDate of First FilingExhibit NumberFile Number
(a)PACCAR Inc Amended and Restated Supplemental Retirement Plan10-KFebruary 27, 200910(a)001-14817
(b)Amended and Restated Deferred Compensation Plan10-QMay 10, 201210(b)001-14817
(c)Deferred Incentive Compensation Plan (Amended and Restated as of December 31, 2004)10-KFebruary 27, 200610(b)001-14817
(d)Second Amended and Restated PACCAR Inc Restricted Stock and Deferred Compensation Plan for Non-Employee DirectorsDEF14AMarch 14, 2014Appendix A001-14817
(e)PACCAR Inc Restricted Stock and Deferred Compensation Plan for Non-Employee Directors, Form of Deferred Restricted Stock Unit Agreement for Non-Employee Directors8-KDecember 10, 200799.3001-14817
(f)Amendment to Compensatory Arrangement with Non-Employee Directors10-KFebruary 26, 201510(g)001-14817
(g)PACCAR Inc Senior Executive Yearly Incentive Compensation Plan10-KFebruary 19, 202010(g)001-14817
(h)PACCAR Inc Long Term Incentive Plan10-KFebruary 19, 202010(h)001-14817
(i)Amendment One to PACCAR Inc Long Term Incentive Plan, Nonstatutory Stock Option Agreement and Form of Option Grant Agreement10-QAugust 7, 201310(k)001-14817
(j)PACCAR Inc Long Term Incentive Plan, 2018 Form of Restricted Stock Award Agreement10-KFebruary 21, 201910(m)001-14817
(k)PACCAR Inc Long Term Incentive Plan, Form of Restricted Stock Unit Agreement10-KFebruary 21, 201910(n)001-14817
(l)PACCAR Inc Savings Investment Plan, Amendment and Restatement effective September 1, 201610-QNovember 4, 201610(q)001-14817
(m)Memorandum of Understanding, dated as of May 11, 2007, by and among PACCAR Engine Company, the State of Mississippi and certain state and local supporting governmental entities8-KMay 16, 200710.1001-14817
(n)Letter Waiver Dated as of July 22, 2008 amending the Memorandum of Understanding, dated as of May 11, 2007, by and among PACCAR Engine Company, the State of Mississippi and certain state and local supporting governmental entities10-QOctober 27, 200810(o)001-14817
(o)Second Amendment to Memorandum of Understanding dated as of September 26, 2013, by and among PACCAR Engine Company, the Mississippi Development Authority and the Mississippi Major Economic Impact Authority10-QNovember 7, 201310(u)001-14817
(p)Third Amendment to Memorandum of Understanding dated as of November 12, 2019, by and among PACCAR Engine Company, the Mississippi Development Authority and the Mississippi Major Economic Impact Authority10-KFebruary 19, 202010(r)001-14817
(q)Second Amended and Restated PACCAR Inc Restricted Stock and Deferred Compensation Plan for Non-Employee Directors, Form of Amended Deferred Restricted Stock Unit Grant Agreement10-KFebruary 26, 201510(t)001-14817
(r)Second Amended and Restated PACCAR Inc Restricted Stock and Deferred Compensation Plan for Non-Employee Directors, Form of Amended Restricted Stock Grant Agreement10-KFebruary 26, 201510(u)001-14817

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Exhibit NumberExhibit DescriptionFormDate of First FilingExhibit NumberFile Number
(18)Preferability Letter from Ernst & Young LLP
(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:
Certification pursuant to rule 13a-14(b) and section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. section 1350)*
(101.INS)Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
(101.SCH)Inline XBRL Taxonomy Extension Schema Document*
(101.CAL)Inline XBRL Taxonomy Extension Calculation Linkbase Document*
(101.DEF)Inline XBRL Taxonomy Extension Definition Linkbase Document*
(101.LAB)Inline XBRL Taxonomy Extension Label Linkbase Document*
(101.PRE)Inline XBRL Taxonomy Extension Presentation Linkbase Document*
(104)Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)*
*filed herewith

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

PACCAR Inc
(Registrant)
DateAugust 2, 2022By/s/ M. T. Barkley
M. T. Barkley
Senior Vice President and Controller
(Authorized Officer and Chief Accounting Officer)

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