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, 2017
Commission File No. 001-14817
PACCAR Inc
(Exact name of registrant as specified in its charter)
Delaware | 91-0351110 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
777 - 106th Ave. N.E., Bellevue, WA | 98004 | |
(Address of principal executive offices) | (Zip Code) |
(425) 468-7400
(Registrants telephone number, including area code)
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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post 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 issuers classes of common stock, as of the latest practicable date.
Common Stock, $1 par value 351,376,481 shares as of July 31, 2017
PACCAR Inc Form 10-Q
Page | ||||||
PART I. | FINANCIAL INFORMATION: | |||||
ITEM 1. |
FINANCIAL STATEMENTS: | |||||
3 | ||||||
Consolidated Balance Sheets
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4 | |||||
6 | ||||||
7 | ||||||
ITEM 2. |
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 32 | ||||
ITEM 3. |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 51 | ||||
ITEM 4. |
CONTROLS AND PROCEDURES | 51 | ||||
PART II. | OTHER INFORMATION: | |||||
ITEM 1. |
LEGAL PROCEEDINGS | 51 | ||||
ITEM 1A. |
RISK FACTORS | 51 | ||||
ITEM 2. |
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS | 51 | ||||
ITEM 6. |
EXHIBITS | 51 | ||||
SIGNATURE | 52 | |||||
INDEX TO EXHIBITS | 53 |
- 2 -
PACCAR Inc Form 10-Q
PART I FINANCIAL INFORMATION
Consolidated Statements of Comprehensive Income (Loss) (Unaudited)
(Millions Except Per Share Amounts)
Three Months Ended | Six Months Ended | |||||||||||||||
June 30 | June 30 | |||||||||||||||
2017 | 2016 | 2017 | 2016 | |||||||||||||
TRUCK, PARTS AND OTHER: |
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Net sales and revenues |
$ | 4,397.9 | $ | 4,115.8 | $ | 8,333.6 | $ | 8,126.4 | ||||||||
Cost of sales and revenues |
3,755.2 | 3,489.4 | 7,137.4 | 6,903.0 | ||||||||||||
Research and development |
66.1 | 60.8 | 127.1 | 120.4 | ||||||||||||
Selling, general and administrative |
107.8 | 110.2 | 219.1 | 220.5 | ||||||||||||
European Commission charge |
(109.6 | ) | 833.0 | |||||||||||||
Interest and other expense (income), net |
1.5 | 2.5 | (.1 | ) | 2.6 | |||||||||||
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3,930.6 | 3,553.3 | 7,483.5 | 8,079.5 | |||||||||||||
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Truck, Parts and Other Income Before Income Taxes |
467.3 | 562.5 | 850.1 | 46.9 | ||||||||||||
FINANCIAL SERVICES: |
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Interest and fees |
104.2 | 107.1 | 206.4 | 214.5 | ||||||||||||
Operating lease, rental and other revenues |
202.1 | 190.3 | 402.1 | 372.3 | ||||||||||||
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Revenues |
306.3 | 297.4 | 608.5 | 586.8 | ||||||||||||
Interest and other borrowing expenses |
37.4 | 32.6 | 71.5 | 62.9 | ||||||||||||
Depreciation and other expenses |
172.8 | 156.4 | 352.5 | 307.3 | ||||||||||||
Selling, general and administrative |
26.3 | 25.1 | 51.5 | 49.6 | ||||||||||||
Provision for losses on receivables |
6.8 | 6.0 | 12.7 | 9.4 | ||||||||||||
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243.3 | 220.1 | 488.2 | 429.2 | |||||||||||||
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Financial Services Income Before Income Taxes |
63.0 | 77.3 | 120.3 | 157.6 | ||||||||||||
Investment income |
8.7 | 6.4 | 16.8 | 12.1 | ||||||||||||
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Total Income Before Income Taxes |
539.0 | 646.2 | 987.2 | 216.6 | ||||||||||||
Income taxes |
166.0 | 164.9 | 303.9 | 329.9 | ||||||||||||
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Net Income (Loss) |
$ | 373.0 | $ | 481.3 | $ | 683.3 | $ | (113.3 | ) | |||||||
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Net Income (Loss) Per Share |
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Basic |
$ | 1.06 | $ | 1.37 | $ | 1.94 | $ | (.32 | ) | |||||||
Diluted |
$ | 1.06 | $ | 1.37 | $ | 1.94 | $ | (.32 | ) | |||||||
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Weighted Average Number of Common Shares Outstanding |
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Basic |
351.8 | 350.9 | 351.7 | 351.1 | ||||||||||||
Diluted |
352.7 | 351.6 | 352.7 | 351.1 | ||||||||||||
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Dividends declared per share |
$ | .25 | $ | .24 | $ | .49 | $ | .48 | ||||||||
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Comprehensive Income (Loss) |
$ | 505.8 | $ | 443.4 | $ | 886.2 | $ | (23.4 | ) | |||||||
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See Notes to Consolidated Financial Statements.
- 3 -
PACCAR Inc Form 10-Q
Consolidated Balance Sheets (Millions)
June 30
2017 |
December 31
2016* |
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(Unaudited) | ||||||||
ASSETS |
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TRUCK, PARTS AND OTHER: |
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Current Assets |
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Cash and cash equivalents |
$ | 1,760.1 | $ | 1,781.7 | ||||
Trade and other receivables, net |
1,281.0 | 862.2 | ||||||
Marketable debt securities |
1,244.6 | 1,140.9 | ||||||
Inventories, net |
885.3 | 727.8 | ||||||
Other current assets |
269.9 | 225.6 | ||||||
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Total Truck, Parts and Other Current Assets |
5,440.9 | 4,738.2 | ||||||
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Equipment on operating leases, net |
1,201.6 | 1,013.9 | ||||||
Property, plant and equipment, net |
2,325.6 | 2,260.0 | ||||||
Other noncurrent assets, net |
397.1 | 432.0 | ||||||
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Total Truck, Parts and Other Assets |
9,365.2 | 8,444.1 | ||||||
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FINANCIAL SERVICES: |
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Cash and cash equivalents |
119.7 | 134.0 | ||||||
Finance and other receivables, net |
9,228.9 | 8,837.4 | ||||||
Equipment on operating leases, net |
2,788.4 | 2,623.9 | ||||||
Other assets |
551.1 | 599.5 | ||||||
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Total Financial Services Assets |
12,688.1 | 12,194.8 | ||||||
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$ | 22,053.3 | $ | 20,638.9 | |||||
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* | The December 31, 2016 consolidated balance sheet has been derived from audited financial statements. |
See Notes to Consolidated Financial Statements.
- 4 -
PACCAR Inc Form 10-Q
Consolidated Balance Sheets (Millions)
* | The December 31, 2016 consolidated balance sheet has been derived from audited financial statements. |
See Notes to Consolidated Financial Statements.
- 5 -
PACCAR Inc Form 10-Q
Condensed Consolidated Statements of Cash Flows (Unaudited)
(Millions)
Six Months Ended
June 30 |
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2017 | 2016 | |||||||
OPERATING ACTIVITIES: |
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Net income (loss) |
$ | 683.3 | $ | (113.3 | ) | |||
Adjustments to reconcile net income (loss) to cash provided by operations: |
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Depreciation and amortization: |
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Property, plant and equipment |
151.5 | 155.5 | ||||||
Equipment on operating leases and other |
376.7 | 339.9 | ||||||
Provision for losses on financial services receivables |
12.7 | 9.4 | ||||||
Other, net |
(8.8 | ) | (5.9 | ) | ||||
Pension contributions |
(10.4 | ) | (59.3 | ) | ||||
European Commission charge |
833.0 | |||||||
Change in operating assets and liabilities: |
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Trade and other receivables |
(425.2 | ) | (215.7 | ) | ||||
Wholesale receivables on new trucks |
(176.0 | ) | 226.0 | |||||
Sales-type finance leases and dealer direct loans on new trucks |
105.8 | 85.8 | ||||||
Inventories |
(126.8 | ) | (12.3 | ) | ||||
Accounts payable and accrued expenses |
422.2 | 225.3 | ||||||
Income taxes, warranty and other |
180.2 | 181.0 | ||||||
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Net Cash Provided by Operating Activities |
1,185.2 | 1,649.4 | ||||||
INVESTING ACTIVITIES: |
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Originations of retail loans and direct financing leases |
(1,347.5 | ) | (1,366.6 | ) | ||||
Collections on retail loans and direct financing leases |
1,324.0 | 1,238.8 | ||||||
Net decrease in wholesale receivables on used equipment |
1.6 | 14.2 | ||||||
Purchases of marketable debt securities |
(435.3 | ) | (543.8 | ) | ||||
Proceeds from sales and maturities of marketable debt securities |
359.0 | 572.3 | ||||||
Payments for property, plant and equipment |
(188.3 | ) | (152.0 | ) | ||||
Acquisitions of equipment for operating leases |
(728.0 | ) | (767.2 | ) | ||||
Proceeds from asset disposals |
244.2 | 218.2 | ||||||
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Net Cash Used in Investing Activities |
(770.3 | ) | (786.1 | ) | ||||
FINANCING ACTIVITIES: |
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Payments of cash dividends |
(382.5 | ) | (661.0 | ) | ||||
Purchases of treasury stock |
(56.3 | ) | ||||||
Proceeds from stock compensation transactions |
18.8 | 7.4 | ||||||
Net increase (decrease) in commercial paper and short-term bank loans |
336.9 | (389.2 | ) | |||||
Proceeds from term debt |
959.8 | 1,366.5 | ||||||
Payments on term debt |
(1,440.8 | ) | (1,109.2 | ) | ||||
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Net Cash Used in Financing Activities |
(507.8 | ) | (841.8 | ) | ||||
Effect of exchange rate changes on cash |
57.0 | 27.0 | ||||||
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Net (Decrease) Increase in Cash and Cash Equivalents |
(35.9 | ) | 48.5 | |||||
Cash and cash equivalents at beginning of period |
1,915.7 | 2,016.4 | ||||||
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Cash and cash equivalents at end of period |
$ | 1,879.8 | $ | 2,064.9 | ||||
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See Notes to Consolidated Financial Statements.
- 6 -
PACCAR Inc Form 10-Q
Notes to Consolidated Financial Statements (Unaudited) | (Millions, Except Share Amounts) |
NOTE A - Basis of Presentation
The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles (GAAP) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals and the non-recurring European Commission charge) considered necessary for a fair presentation have been included. Operating results for the three and six months ended June 30, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017. For further information, refer to the consolidated financial statements and footnotes included in PACCAR Incs (PACCAR or the Company) Annual Report on Form 10-K for the year ended December 31, 2016.
Earnings (Loss) per Share : Basic earnings (loss) per common share are computed by dividing earnings (loss) by the weighted average number of common shares outstanding, plus the effect of any participating securities. Diluted earnings (loss) per common share are computed assuming that all potentially dilutive securities are converted into common shares under the treasury stock method. For the six months ended June 30, 2016, potentially dilutive options of 654,200 were excluded from the calculation of diluted loss per share as their inclusion would have been antidilutive due to the net loss in the first half of 2016. The dilutive and antidilutive options are shown separately in the table below.
Three Months Ended
June 30 |
Six Months Ended
June 30 |
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2017 | 2016 | 2017 | 2016 | |||||||||||||
Additional shares |
933,300 | 704,800 | 1,013,700 | |||||||||||||
Antidilutive options |
616,800 | 1,934,300 | 649,300 | 2,597,600 |
New Accounting Pronouncements: In March 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2017-07 Compensation Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost . The amendment disaggregates the service cost component from non-service cost components of pension expense and prescribes where to present the various components of pension cost on the income statement. This ASU also allows only the service cost component to be eligible for capitalization, when applicable (e.g. as a cost of manufactured inventory or self-constructed assets). The ASU is effective for reporting periods beginning after December 15, 2017, including interim periods within those annual periods, and early adoption is permitted. Upon adoption, the income statement presentation of service and non-service components of pension expense should be applied retrospectively, while the capitalization of service cost is to be applied prospectively. The Company is currently evaluating the impact on its consolidated financial statements.
In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory . The amendment in this ASU requires recognition of income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. Currently the recognition of current and deferred income taxes for an intra-entity asset transfer is recognized when the asset has been sold to an outside party. This ASU is effective for annual reporting periods beginning after December 15, 2017 and interim periods within those annual periods, and early adoption is permitted. This amendment should be applied on a modified retrospective basis with a cumulative effect adjustment to retained earnings as of the beginning of the period of adoption. The Company adopted this ASU on January 1, 2017. The effect of the adoption reduced prepaid income taxes and retained earnings by $19.9. Because the corresponding deferred tax asset is not realizable, the Company recorded an offsetting valuation allowance.
In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments . The amendment in this ASU addresses diversity in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The ASU is effective for annual periods beginning after December 15, 2017 and interim periods within those annual periods. Early adoption is permitted. This standard should be applied using a retrospective transition method to each period presented. If it is impracticable to apply the standard retrospectively, the standard would be applied prospectively as of the earliest date practicable. The Company is currently evaluating the impact on its consolidated financial statements.
- 7 -
PACCAR Inc Form 10-Q
Notes to Consolidated Financial Statements (Unaudited) | (Millions, Except Share Amounts) |
In June 2016, the FASB issued ASU 2016-13, Financial Instruments Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments . The amendment in this ASU requires entities having financial assets measured at amortized cost to estimate credit reserves under an expected credit loss model rather than the current incurred loss model. Under this new model, expected credit losses will be based on relevant information about past events, including historical experience, current conditions and reasonable and supportable forecasts that affect collectability. The ASU is effective for annual periods beginning after December 15, 2019 and interim periods within those annual periods. Early adoption is permitted, but not earlier than annual and interim periods beginning after December 15, 2018. This amendment should be applied on a modified retrospective basis with a cumulative effect adjustment to retained earnings as of the beginning of the period of adoption. The Company is currently evaluating the impact on its consolidated financial statements.
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) which amends the existing accounting standards for leases. Under the new lease standard, lessees will recognize a right-of-use asset and a lease liability for virtually all leases (other than short-term leases). Lessor accounting is largely unchanged. The ASU is effective for annual periods beginning after December 15, 2018 and interim periods within those annual periods. Early adoption is permitted. This ASU requires leases to be recognized and measured at the beginning of the earliest period presented using a modified retrospective approach. The Company is currently evaluating the impact on its consolidated financial statements.
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers . This ASU amends the existing accounting standards for revenue recognition. Under the new revenue recognition model, a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The FASB has subsequently issued several related ASUs to clarify the implementation guidance in ASU 2014-09. This standard may be applied retrospectively to each prior period presented or modified retrospectively with a cumulative effect recognized as of the date of initial application. The Company expects to adopt this ASU in January 2018 on a modified retrospective basis, with the cumulative effect adjustment recognized into retained earnings as of January 1, 2018.
The Companys evaluation of the new standard is substantially complete, and the Company does not expect adoption of the new standard to have a material impact on the income statement or retained earnings. The Company currently expects the most significant effect of the standard relates to trucks sold in Europe that are subject to a residual value guarantee (RVG) and are currently accounted for as an operating lease in the Truck, Parts and Other section of the Companys Consolidated Balance Sheets (see Note E in the 2016 Form 10-K). Under the new standard, based on the Companys current assessment, revenues would be recognized immediately for certain of these RVG contracts that allow customers the option to return their truck and for which there is no economic incentive to do so. Based on the existing portfolio of RVG contracts, under the new standard, revenues are expected to be recognized immediately for approximately half of the RVG portfolio instead of being deferred and amortized over the life of the RVG contract. The Company will continue to evaluate the new standard, including any new interpretive guidance, and any related impact to its financial statements.
In addition to ASU 2016-16 disclosed above, the Company adopted the following standards effective January 1, 2017, none of which had a material impact on the Companys consolidated financial statements.
STANDARD | DESCRIPTION | |
2017-04* | Intangibles Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. | |
2016-09** | Compensation Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. | |
2015-11** |
Inventory (Topic 330): Simplifying the Measurement of Inventory.
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* | The Company early adopted in 2017. |
** | The Company adopted on the effective date of January 1, 2017. |
The FASB also issued the following standard, which is not expected to have a material impact on the Companys consolidated financial statements.
STANDARD | DESCRIPTION | EFFECTIVE DATE* | ||
2016-01 | Financial Instruments Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. | January 1, 2018 |
* | The Company expects to adopt on the effective date. |
- 8 -
PACCAR Inc Form 10-Q
Notes to Consolidated Financial Statements (Unaudited) | (Millions, Except Share Amounts) |
NOTE B - Investments in Marketable Debt Securities
The Companys investments in marketable debt securities are classified as available-for-sale. These investments are stated at fair value with any unrealized gains or losses, net of tax, included as a component of accumulated other comprehensive income (loss) (AOCI).
The Company utilizes third-party pricing services for all of its marketable debt security valuations. The Company reviews the pricing methodology used by the third-party pricing services, including the manner employed to collect market information. On a quarterly basis, the Company also performs review and validation procedures on the pricing information received from the third-party providers. These procedures help ensure that the fair value information used by the Company is determined in accordance with applicable accounting guidance.
The Company evaluates its investment in marketable debt securities at the end of each reporting period to determine if a decline in fair value is other-than-temporary. Realized losses are recognized upon managements determination that a decline in fair value is other-than-temporary. The determination of other-than-temporary impairment is a subjective process, requiring the use of judgments and assumptions regarding the amount and timing of recovery. The Company reviews and evaluates its investments at least quarterly to identify investments that have indications of other-than-temporary impairments. It is reasonably possible that a change in estimate could occur in the near term relating to other-than-temporary impairment. Accordingly, the Company considers several factors when evaluating debt securities for other-than-temporary impairment, including whether the decline in fair value of the security is due to increased default risk for the specific issuer or market interest-rate risk.
In assessing default risk, the Company considers the collectability of principal and interest payments by monitoring changes to issuers credit ratings, specific credit events associated with individual issuers as well as the credit ratings of any financial guarantor, and the extent and duration to which amortized cost exceeds fair value.
In assessing market interest rate risk, including benchmark interest rates and credit spreads, the Company considers its intent for selling the securities and whether it is more likely than not the Company will be able to hold these securities until the recovery of any unrealized losses.
Marketable debt securities at June 30, 2017 and December 31, 2016 consisted of the following:
At June 30, 2017 |
AMORTIZED
COST |
UNREALIZED
GAINS |
UNREALIZED
LOSSES |
FAIR
VALUE |
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U.S. tax-exempt securities |
$ | 563.1 | $ | 1.3 | $ | .4 | $ | 564.0 | ||||||||
U.S. corporate securities |
58.8 | .1 | .1 | 58.8 | ||||||||||||
U.S. government and agency securities |
15.6 | 15.6 | ||||||||||||||
Non-U.S. corporate securities |
377.9 | 1.2 | .6 | 378.5 | ||||||||||||
Non-U.S. government securities |
92.9 | .3 | .1 | 93.1 | ||||||||||||
Other debt securities |
134.6 | .2 | .2 | 134.6 | ||||||||||||
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$ | 1,242.9 | $ | 3.1 | $ | 1.4 | $ | 1,244.6 | |||||||||
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At December 31, 2016 |
AMORTIZED
COST |
UNREALIZED
GAINS |
UNREALIZED
LOSSES |
FAIR
VALUE |
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U.S. tax-exempt securities |
$ | 597.9 | $ | .2 | $ | 3.1 | $ | 595.0 | ||||||||
U.S. corporate securities |
47.6 | .2 | 47.8 | |||||||||||||
U.S. government and agency securities |
16.0 | 16.0 | ||||||||||||||
Non-U.S. corporate securities |
306.9 | 1.5 | .4 | 308.0 | ||||||||||||
Non-U.S. government securities |
97.6 | .6 | 98.2 | |||||||||||||
Other debt securities |
75.9 | .2 | .2 | 75.9 | ||||||||||||
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$ | 1,141.9 | $ | 2.7 | $ | 3.7 | $ | 1,140.9 | |||||||||
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- 9 -
PACCAR Inc Form 10-Q
Notes to Consolidated Financial Statements (Unaudited) | (Millions, Except Share Amounts) |
The cost of marketable debt securities is adjusted for amortization of premiums and accretion of discounts to maturity. Amortization, accretion, 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. Gross realized gains were $.9 and $1.3 and gross realized losses were $.3 and $.1 for the six month periods ended June 30, 2017 and 2016, respectively.
Marketable debt securities with continuous unrealized losses and their related fair values were as follows:
June 30, 2017 | December 31, 2016 | |||||||||||
LESS THAN
TWELVE MONTHS |
TWELVE MONTHS
OR GREATER |
LESS THAN
TWELVE MONTHS |
TWELVE MONTHS
OR GREATER |
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Fair value |
$ | 450.3 | $ | 615.5 | ||||||||
Unrealized losses |
1.4 | 3.7 |
For the investment securities in gross unrealized loss positions identified above, the Company does not intend to sell the investment securities. It is more likely than not that the Company will not be required to sell the investment securities before recovery of the unrealized losses, and the Company expects that the contractual principal and interest will be received on the investment securities. As a result, the Company recognized no other-than-temporary impairments during the periods presented.
Contractual maturities on marketable debt securities at June 30, 2017 were as follows:
Maturities: |
AMORTIZED
COST |
FAIR
VALUE |
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Within one year |
$ | 341.9 | $ | 342.1 | ||||
One to five years |
891.9 | 893.4 | ||||||
More than ten years |
9.1 | 9.1 | ||||||
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$ | 1,242.9 | $ | 1,244.6 | |||||
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NOTE C - Inventories
Inventories are stated at the lower of cost or market. Cost of inventories in the U.S. 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 include the following:
June 30
2017 |
December 31
2016 |
|||||||
Finished products |
$ | 518.0 | $ | 452.3 | ||||
Work in process and raw materials |
539.3 | 444.7 | ||||||
|
|
|
|
|||||
1,057.3 | 897.0 | |||||||
Less LIFO reserve |
(172.0 | ) | (169.2 | ) | ||||
|
|
|
|
|||||
$ | 885.3 | $ | 727.8 | |||||
|
|
|
|
Under the LIFO method of accounting (used for approximately 46% of June 30, 2017 inventories), an actual valuation can be made only at the end of each year based on year-end inventory levels and costs. Accordingly, interim valuations are based on managements estimates of those year-end amounts.
- 10 -
PACCAR Inc Form 10-Q
Notes to Consolidated Financial Statements (Unaudited) | (Millions, Except Share Amounts) |
NOTE D - Finance and Other Receivables
Finance and other receivables include the following:
June 30
2017 |
December 31
2016 |
|||||||
Loans |
$ | 3,923.3 | $ | 3,948.6 | ||||
Direct financing leases |
3,065.0 | 2,798.0 | ||||||
Sales-type finance leases |
768.8 | 867.3 | ||||||
Dealer wholesale financing |
1,764.0 | 1,528.5 | ||||||
Operating lease receivables and other |
187.2 | 150.9 | ||||||
Unearned interest: Finance leases |
(360.4 | ) | (344.7 | ) | ||||
|
|
|
|
|||||
$ | 9,347.9 | $ | 8,948.6 | |||||
Less allowance for losses: |
||||||||
Loans and leases |
(103.9 | ) | (97.1 | ) | ||||
Dealer wholesale financing |
(5.9 | ) | (5.5 | ) | ||||
Operating lease receivables and other |
(9.2 | ) | (8.6 | ) | ||||
|
|
|
|
|||||
$ | 9,228.9 | $ | 8,837.4 | |||||
|
|
|
|
Recognition of interest income and rental revenue is suspended (put on non-accrual status) when the receivable becomes more than 90 days past the contractual due date or earlier if some other event causes the Company to determine that collection is not probable. Accordingly, no finance receivables more than 90 days past due were accruing interest at June 30, 2017 or December 31, 2016. Recognition is resumed if the receivable becomes current by the payment of all amounts due under the terms of the existing contract and collection of remaining amounts is considered probable (if not contractually modified) or if the customer makes scheduled payments for three months and collection of remaining amounts is considered probable (if contractually modified). Payments received while the finance receivable is on non-accrual status are applied to interest and principal in accordance with the contractual terms.
Allowance for Credit Losses
The Company continuously monitors the payment performance of its finance receivables. For large retail finance customers and dealers with wholesale financing, the Company regularly reviews their financial statements and makes site visits and phone contact as appropriate. If the Company becomes aware of circumstances that could cause those customers or dealers to face financial difficulty, whether or not they are past due, the customers are placed on a watch list.
The Company modifies loans and finance leases in the normal course of its Financial Services operations. The Company may modify loans and finance leases for commercial reasons or for credit reasons. Modifications for commercial reasons are changes to contract terms for customers that are not considered to be in financial difficulty. Insignificant delays are modifications extending terms up to three months for customers experiencing some short-term financial stress, but not considered to be in financial difficulty. Modifications for credit reasons are changes to contract terms for customers considered to be in financial difficulty. The Companys modifications typically result in granting more time to pay the contractual amounts owed and charging a fee and interest for the term of the modification.
When considering whether to modify customer accounts for credit reasons, the Company evaluates the creditworthiness of the customers and modifies those accounts that the Company considers likely to perform under the modified terms. When the Company modifies loans and finance leases for credit reasons and grants a concession, the modifications are classified as troubled debt restructurings (TDR). The Company does not typically grant credit modifications for customers that do not meet minimum underwriting standards since the Company normally repossesses the financed equipment in these circumstances. When such modifications do occur, they are considered TDRs.
On average, modifications extended contractual terms by approximately four months in 2017 and 2016 and did not have a significant effect on the weighted average term or interest rate of the total portfolio at June 30, 2017 and December 31, 2016.
- 11 -
PACCAR Inc Form 10-Q
Notes to Consolidated Financial Statements (Unaudited) | (Millions, Except Share Amounts) |
The Company has developed a systematic methodology for determining the allowance for credit losses for its two portfolio segments, retail and wholesale. The retail segment consists of retail loans and direct and sales-type finance leases, net of unearned interest. The wholesale segment consists of truck inventory financing loans to dealers that are collateralized by trucks and other collateral. The wholesale segment generally has less risk than the retail segment. Wholesale receivables generally are shorter in duration than retail receivables, and the Company requires periodic reporting of the wholesale dealers financial condition, conducts periodic audits of the trucks being financed and in many cases, obtains guarantees or other security such as dealership assets. In determining the allowance for credit losses, retail loans and finance leases are evaluated together since they relate to a similar customer base, their contractual terms require regular payment of principal and interest, generally over 36 to 60 months, and they are secured by the same type of collateral. The allowance for credit losses consists of both specific and general reserves.
The Company individually evaluates certain finance receivables for impairment. Finance receivables that are evaluated individually for impairment consist of all wholesale accounts and certain large retail accounts with past due balances or otherwise determined to be at a higher risk of loss. A finance receivable is impaired if it is considered probable the Company will be unable to collect all contractual interest and principal payments as scheduled. In addition, all retail loans and leases which have been classified as TDRs and all customer accounts over 90 days past due are considered impaired. Generally, impaired accounts are on non-accrual status. Impaired accounts classified as TDRs which have been performing for 90 consecutive days are placed on accrual status if it is deemed probable that the Company will collect all principal and interest payments.
Impaired receivables are generally considered collateral dependent. Large balance retail and all wholesale impaired receivables are individually evaluated to determine the appropriate reserve for losses. The determination of reserves for large balance impaired receivables considers the fair value of the associated collateral. When the underlying collateral fair value exceeds the Companys recorded investment, no reserve is recorded. Small balance impaired receivables with similar risk characteristics are evaluated as a separate pool to determine the appropriate reserve for losses using the historical loss information discussed below.
The Company evaluates finance receivables that are not individually impaired on collective basis and determines the general allowance for credit losses for both retail and wholesale receivables based on historical loss information, using past due account data and current market conditions. Information used includes assumptions regarding the likelihood of collecting current and past due accounts, repossession rates, the recovery rate on the underlying collateral based on used truck values and other pledged collateral or recourse. The Company has developed a range of loss estimates for each of its country portfolios based on historical experience, taking into account loss frequency and severity in both strong and weak truck market conditions. A projection is made of the range of estimated credit losses inherent in the portfolio from which an amount is determined as probable based on current market conditions and other factors impacting the creditworthiness of the Companys borrowers and their ability to repay. After determining the appropriate level of the allowance for credit losses, a provision for losses on finance receivables is charged to income as necessary to reflect managements estimate of incurred credit losses, net of recoveries, inherent in the portfolio.
In determining the fair value of the collateral, the Company uses a pricing matrix and categorizes the fair value as Level 2 in the hierarchy of fair value measurement. The pricing matrix is reviewed quarterly and updated as appropriate. The pricing matrix considers the make, model and year of the equipment as well as recent sales prices of comparable equipment sold individually, which is the lowest unit of account, through wholesale channels to the Companys dealers (principal market). The fair value of the collateral also considers the overall condition of the equipment.
Accounts are charged-off against the allowance for credit losses when, in the judgment of management, they are considered uncollectible, which generally occurs upon repossession of the collateral. Typically the timing between the repossession and charge-off is not significant. In cases where repossession is delayed (e.g., for legal proceedings), the Company records a partial charge-off. The charge-off is determined by comparing the fair value of the collateral, less cost to sell, to the recorded investment.
For the following credit quality disclosures, finance receivables are classified into two portfolio segments, wholesale and retail. The retail portfolio is further segmented into dealer retail and customer retail. The dealer wholesale segment consists of truck inventory financing to PACCAR dealers. The dealer retail segment consists of loans and leases to participating dealers and franchises that use the proceeds to fund customers acquisition of commercial vehicles and related equipment. The customer retail segment consists of loans and leases directly to customers for the acquisition of commercial vehicles and related equipment. Customer retail receivables are further segregated between fleet and owner/operator classes. The fleet class consists of customer retail accounts operating more than five trucks. All other customer retail accounts are considered owner/operator. These two classes have similar measurement attributes, risk characteristics and common methods to monitor and assess credit risk.
- 12 -
PACCAR Inc Form 10-Q
Notes to Consolidated Financial Statements (Unaudited) | (Millions, Except Share Amounts) |
The allowance for credit losses is summarized as follows:
- 13 -
PACCAR Inc Form 10-Q
Notes to Consolidated Financial Statements (Unaudited) | (Millions, Except Share Amounts) |
The recorded investment for finance receivables that are on non-accrual status is as follows:
June 30
2017 |
December 31
2016 |
|||||||
Dealer: |
||||||||
Wholesale |
$ | .1 | $ | .1 | ||||
Customer retail: |
||||||||
Fleet |
47.3 | 49.5 | ||||||
Owner/operator |
6.5 | 6.9 | ||||||
|
|
|
|
|||||
$ | 53.9 | $ | 56.5 | |||||
|
|
|
|
Impaired Loans
Impaired loans are summarized below. The impaired loans with specific reserve represent the unpaid principal balance. The recorded investment of impaired loans as of June 30, 2017 and December 31, 2016 was not significantly different than the unpaid principal balance.
- 14 -
PACCAR Inc Form 10-Q
Notes to Consolidated Financial Statements (Unaudited) | (Millions, Except Share Amounts) |
Credit Quality
The Companys customers are principally concentrated in the transportation industry in North America, Europe and Australia. The Companys portfolio assets are diversified over a large number of customers and dealers with no single customer or dealer balances representing over 5% of the total portfolio assets. The Company retains as collateral a security interest in the related equipment.
At the inception of each contract, the Company considers the credit risk based on a variety of credit quality factors including prior payment experience, customer financial information, credit-rating agency ratings, loan-to-value ratios and other internal metrics. On an ongoing basis, the Company monitors credit quality based on past due status and collection experience as there is a meaningful correlation between the past due status of customers and the risk of loss.
The Company has three credit quality indicators: performing, watch and at-risk. Performing accounts pay in accordance with the contractual terms and are not considered high-risk. Watch accounts include accounts 31 to 90 days past due and large accounts that are performing but are considered to be high-risk. Watch accounts are not impaired. At-risk accounts are accounts that are impaired, including TDRs, accounts over 90 days past due and other accounts on non-accrual status. The tables below summarize the Companys finance receivables by credit quality indicator and portfolio class.
- 15 -
PACCAR Inc Form 10-Q
Notes to Consolidated Financial Statements (Unaudited) | (Millions, Except Share Amounts) |
Troubled Debt Restructurings
The balance of TDRs was $43.5 and $43.1 at June 30, 2017 and December 31, 2016, respectively. At modification date, the pre-modification and post-modification recorded investment balances for finance receivables modified during the period by portfolio class are as follows:
Three Months Ended
June 30, 2017 |
Six Months Ended
June 30, 2017 |
|||||||||||||||
RECORDED INVESTMENT | RECORDED INVESTMENT | |||||||||||||||
PRE-MODIFICATION | POST-MODIFICATION | PRE-MODIFICATION | POST-MODIFICATION | |||||||||||||
Fleet |
$ | 7.8 | $ | 7.8 | $ | 16.6 | $ | 16.6 | ||||||||
Owner/operator |
.2 | .3 | .4 | .4 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
$ | 8.0 | $ | 8.1 | $ | 17.0 | $ | 17.0 | |||||||||
|
|
|
|
|
|
|
|
|||||||||
Three Months Ended
June 30, 2016 |
Six Months Ended
June 30, 2016 |
|||||||||||||||
RECORDED INVESTMENT | RECORDED INVESTMENT | |||||||||||||||
PRE-MODIFICATION | POST-MODIFICATION | PRE-MODIFICATION | POST-MODIFICATION | |||||||||||||
Fleet |
$ | 6.4 | $ | 6.4 | $ | 14.0 | $ | 13.9 | ||||||||
Owner/operator |
1.4 | 1.4 | 3.3 | 3.3 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
$ | 7.8 | $ | 7.8 | $ | 17.3 | $ | 17.2 | |||||||||
|
|
|
|
|
|
|
|
The effect on the allowance for credit losses from such modifications was not significant at June 30, 2017 and 2016.
TDRs modified during the previous twelve months that subsequently defaulted (i.e., became more than 30 days past due) during the period by portfolio class are as follows:
Six Months Ended June 30, |
2017 | 2016 | ||||||||||
Fleet |
$ | 1.0 | $ | 6.7 | ||||||||
Owner/operator |
.1 | .1 | ||||||||||
|
|
|
|
|||||||||
$ | 1.1 | $ | 6.8 | |||||||||
|
|
|
|
The TDRs that subsequently defaulted did not significantly impact the Companys allowance for credit losses at June 30, 2017 and 2016.
Repossessions
When the Company determines a customer is not likely to meet its contractual commitments, the Company repossesses the vehicles which serve as collateral for the loans, finance leases and equipment under operating leases. The Company records the vehicles as used truck inventory included in Financial Services other assets on the Consolidated Balance Sheets. The balance of repossessed inventory at June 30, 2017 and December 31, 2016 was $26.6 and $25.4, respectively. Proceeds from the sales of repossessed assets were $29.2 and $21.7 for the six months ended June 30, 2017 and 2016, respectively. These amounts are included in proceeds from asset disposals in the Condensed Consolidated Statements of Cash Flows. Write-downs of repossessed equipment on operating leases are recorded as impairments and included in Financial Services depreciation and other expenses on the Consolidated Statements of Comprehensive Income (Loss).
- 16 -
PACCAR Inc Form 10-Q
Notes to Consolidated Financial Statements (Unaudited) | (Millions, Except Share Amounts) |
NOTE E - Product Support Liabilities
Product support liabilities include estimated future payments related to product warranties and deferred revenues on 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. For vehicles equipped with engines manufactured by PACCAR, the Company generally offers two year warranties on the engine. 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, net of any recoveries. The Company periodically assesses the adequacy of its recorded liabilities and adjusts them as appropriate to reflect actual experience. Revenue from extended warranty and R&M contracts is deferred and recognized to income generally on a straight-line basis over the contract period. Warranty and R&M costs on these contracts are recognized as incurred.
Changes in product support liabilities are summarized as follows:
WARRANTY RESERVES |
2017 | 2016 | ||||||
Balance at January 1 |
$ | 282.1 | $ | 346.2 | ||||
Cost accruals |
102.7 | 109.3 | ||||||
Payments |
(121.6 | ) | (128.8 | ) | ||||
Change in estimates for pre-existing warranties |
2.6 | (2.8 | ) | |||||
Currency translation |
8.6 | (4.0 | ) | |||||
|
|
|
|
|||||
Balance at June 30 |
$ | 274.4 | $ | 319.9 | ||||
|
|
|
|
|||||
DEFERRED REVENUES ON EXTENDED WARRANTIES AND R&M CONTRACTS |
2017 | 2016 | ||||||
Balance at January 1 |
$ | 573.5 | $ | 524.8 | ||||
Deferred revenues |
176.7 | 192.0 | ||||||
Revenues recognized |
(152.9 | ) | (135.9 | ) | ||||
Currency translation |
22.8 | (7.0 | ) | |||||
|
|
|
|
|||||
Balance at June 30 |
$ | 620.1 | $ | 573.9 | ||||
|
|
|
|
NOTE F - Stockholders Equity
Comprehensive Income (Loss)
The components of comprehensive income (loss) are as follows:
Three Months Ended
June 30 |
Six Months Ended
June 30 |
|||||||||||||||
2017 | 2016 | 2017 | 2016 | |||||||||||||
Net income (loss) |
$ | 373.0 | $ | 481.3 | $ | 683.3 | $ | (113.3 | ) | |||||||
Other comprehensive income (loss) (OCI): |
||||||||||||||||
Unrealized gains (losses) on derivative contracts |
11.6 | 9.5 | (2.0 | ) | 2.9 | |||||||||||
Tax effect |
(3.1 | ) | (2.6 | ) | .9 | (.5 | ) | |||||||||
|
|
|
|
|
|
|
|
|||||||||
8.5 | 6.9 | (1.1 | ) | 2.4 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Unrealized (losses) gains on marketable debt securities |
(.5 | ) | 2.6 | 2.9 | 5.8 | |||||||||||
Tax effect |
.1 | (.8 | ) | (1.2 | ) | (1.8 | ) | |||||||||
|
|
|
|
|
|
|
|
|||||||||
(.4 | ) | 1.8 | 1.7 | 4.0 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Pension plans |
(1.4 | ) | 15.4 | 2.5 | 22.4 | |||||||||||
Tax effect |
(4.8 | ) | (1.3 | ) | (7.2 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
(1.4 | ) | 10.6 | 1.2 | 15.2 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Foreign currency translation gains (losses) |
126.1 | (57.2 | ) | 201.1 | 68.3 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net other comprehensive income (loss) |
132.8 | (37.9 | ) | 202.9 | 89.9 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Comprehensive income (loss) |
$ | 505.8 | $ | 443.4 | $ | 886.2 | $ | (23.4 | ) | |||||||
|
|
|
|
|
|
|
|
- 17 -
PACCAR Inc Form 10-Q
Notes to Consolidated Financial Statements (Unaudited) | (Millions, Except Share Amounts) |
Accumulated Other Comprehensive Income (Loss)
The components of AOCI and the changes in AOCI, net of tax, included in the Consolidated Balance Sheets consisted of the following:
Three Months Ended June 30, 2017 |
DERIVATIVE
CONTRACTS |
MARKETABLE
DEBT SECURITIES |
PENSION
PLANS |
FOREIGN
CURRENCY TRANSLATION |
TOTAL | |||||||||||||||
Balance at April 1, 2017 |
$ | (13.9 | ) | $ | 1.8 | $ | (411.5 | ) | $ | (634.4 | ) | $ | (1,058.0 | ) | ||||||
Recorded into AOCI |
(28.2 | ) | (.3 | ) | (5.7 | ) | 126.1 | 91.9 | ||||||||||||
Reclassified out of AOCI |
36.7 | (.1 | ) | 4.3 | 40.9 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net other comprehensive income (loss) |
8.5 | (.4 | ) | (1.4 | ) | 126.1 | 132.8 | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance at June 30, 2017 |
$ | (5.4 | ) | $ | 1.4 | $ | (412.9 | ) | $ | (508.3 | ) | $ | (925.2 | ) | ||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Three Months Ended June 30, 2016 |
DERIVATIVE
CONTRACTS |
MARKETABLE
DEBT SECURITIES |
PENSION
PLANS |
FOREIGN
CURRENCY TRANSLATION |
TOTAL | |||||||||||||||
Balance at April 1, 2016 |
$ | (10.9 | ) | $ | 4.3 | $ | (385.8 | ) | $ | (496.8 | ) | $ | (889.2 | ) | ||||||
Recorded into AOCI |
15.7 | 2.1 | 5.6 | (57.2 | ) | (33.8 | ) | |||||||||||||
Reclassified out of AOCI |
(8.8 | ) | (.3 | ) | 5.0 | (4.1 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net other comprehensive income (loss) |
6.9 | 1.8 | 10.6 | (57.2 | ) | (37.9 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance at June 30, 2016 |
$ | (4.0 | ) | $ | 6.1 | $ | (375.2 | ) | $ | (554.0 | ) | $ | (927.1 | ) | ||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Six Months Ended June 30, 2017 |
DERIVATIVE
CONTRACTS |
MARKETABLE
DEBT SECURITIES |
PENSION
PLANS |
FOREIGN
CURRENCY TRANSLATION |
TOTAL | |||||||||||||||
Balance at January 1, 2017 |
$ | (4.3 | ) | $ | (.3 | ) | $ | (414.1 | ) | $ | (709.4 | ) | $ | (1,128.1 | ) | |||||
Recorded into AOCI |
(74.1 | ) | 2.0 | (7.8 | ) | 201.1 | 121.2 | |||||||||||||
Reclassified out of AOCI |
73.0 | (.3 | ) | 9.0 | 81.7 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net other comprehensive (loss) income |
(1.1 | ) | 1.7 | 1.2 | 201.1 | 202.9 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance at June 30, 2017 |
$ | (5.4 | ) | $ | 1.4 | $ | (412.9 | ) | $ | (508.3 | ) | $ | (925.2 | ) | ||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Six Months Ended June 30, 2016 |
DERIVATIVE
CONTRACTS |
MARKETABLE
DEBT SECURITIES |
PENSION
PLANS |
FOREIGN
CURRENCY TRANSLATION |
TOTAL | |||||||||||||||
Balance at January 1, 2016 |
$ | (6.4 | ) | $ | 2.1 | $ | (390.4 | ) | $ | (622.3 | ) | $ | (1,017.0 | ) | ||||||
Recorded into AOCI |
(26.0 | ) | 4.8 | 5.7 | 68.3 | 52.8 | ||||||||||||||
Reclassified out of AOCI |
28.4 | (.8 | ) | 9.5 | 37.1 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net other comprehensive income |
2.4 | 4.0 | 15.2 | 68.3 | 89.9 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance at June 30, 2016 |
$ | (4.0 | ) | $ | 6.1 | $ | (375.2 | ) | $ | (554.0 | ) | $ | (927.1 | ) | ||||||
|
|
|
|
|
|
|
|
|
|
- 18 -
PACCAR Inc Form 10-Q
Notes to Consolidated Financial Statements (Unaudited) | (Millions, Except Share Amounts) |
Reclassifications out of AOCI during the three months ended June 30, 2017 and 2016 are as follows:
- 19 -
PACCAR Inc Form 10-Q
Notes to Consolidated Financial Statements (Unaudited) | (Millions, Except Share Amounts) |
Reclassifications out of AOCI during the six months ended June 30, 2017 and 2016 are as follows:
Stock Compensation Plans
Stock-based compensation expense was $1.9 and $9.0 for the three months and six months ended June 30, 2017, respectively, and $1.9 and $9.1 for the three and six months ended June 30, 2016, respectively. Realized tax benefits related to the excess of deductible amounts over expense recognized was nil for the three and six months ended June 30, 2017 and $.1 and $.2 for the three and six months ended June 30, 2016, respectively.
During the first half of 2017, the Company issued 558,148 common shares under deferred and stock compensation arrangements.
- 20 -
PACCAR Inc Form 10-Q
Notes to Consolidated Financial Statements (Unaudited) | (Millions, Except Share Amounts) |
NOTE G - Income Taxes
The effective tax rate for the second quarter of 2017 was 30.8% compared to 25.5% for the second quarter of 2016, and the effective tax rate for the first half of 2017 was 30.8% compared to 152.3% in the same period of 2016. Substantially all of the difference in tax rates for both periods was due to the non-taxable favorable $109.6 adjustment to the European Commission (EC) charge in the second quarter of 2016 and the non-deductible expense of $833.0 for the EC charge in the first half of 2016.
NOTE H - Segment Information
PACCAR operates in three principal segments: Truck, Parts and Financial Services. The Company evaluates the performance of its Truck and Parts segments based on operating profits, which excludes investment income, other income and expense, the EC charge and income taxes. The Financial Services segments performance is evaluated based on income before income taxes. The accounting policies of the reportable segments are the same as those applied in the consolidated financial statements as described in Note A of the Companys Annual Report on Form 10-K for the year ended December 31, 2016.
Truck and Parts
The Truck segment includes the design and manufacture of high-quality, light-, medium- and heavy-duty commercial trucks and the Parts segment includes the distribution of aftermarket parts for trucks and related commercial vehicles, both of which are sold through the same network of independent dealers. These segments derive a large proportion of their revenues and operating profits from operations in North America and Europe. The Truck segment incurs substantial costs to design, manufacture and sell trucks to its customers. The sale of new trucks provides the Parts segment with the basis for parts sales that may continue over the life of the truck, but are generally concentrated in the first five years after truck delivery. To reflect the benefit the Parts segment receives from costs incurred by the Truck segment, certain expenses are allocated from the Truck segment to the Parts segment. The expenses allocated are based on a percentage of the average annual expenses for factory overhead, engineering, research and development and selling, general and administrative (SG&A) expenses for the preceding five years. The allocation is based on the ratio of the average parts direct margin dollars (net sales less material and labor costs) to the total truck and parts direct margin dollars for the previous five years. The Company believes such expenses have been allocated on a reasonable basis. Truck segment assets related to the indirect expense allocation are not allocated to the Parts segment.
Financial Services
The Financial Services segment derives its earnings primarily from financing or leasing of PACCAR products and services provided to truck customers and dealers. Revenues are primarily generated from operations in North America and Europe.
- 21 -
PACCAR Inc Form 10-Q
Notes to Consolidated Financial Statements (Unaudited) | (Millions, Except Share Amounts) |
Other
Included in Other is the Companys industrial winch manufacturing business. Also within this category are other sales, income and expense not attributable to a reportable segment, including the EC charge and a portion of corporate expenses.
Three Months Ended | Six Months Ended | |||||||||||||||
June 30 | June 30 | |||||||||||||||
2017 | 2016 | 2017 | 2016 | |||||||||||||
Net sales and revenues: |
||||||||||||||||
Truck |
$ | 3,768.9 | $ | 3,598.0 | $ | 7,066.2 | $ | 7,070.4 | ||||||||
Less intersegment |
(215.3 | ) | (256.8 | ) | (382.5 | ) | (458.7 | ) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
External customers |
3,553.6 | 3,341.2 | 6,683.7 | 6,611.7 | ||||||||||||
Parts |
835.2 | 769.5 | 1,634.3 | 1,498.8 | ||||||||||||
Less intersegment |
(12.1 | ) | (13.1 | ) | (24.5 | ) | (22.9 | ) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
External customers |
823.1 | 756.4 | 1,609.8 | 1,475.9 | ||||||||||||
Other |
21.2 | 18.2 | 40.1 | 38.8 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
4,397.9 | 4,115.8 | 8,333.6 | 8,126.4 | |||||||||||||
Financial Services |
306.3 | 297.4 | 608.5 | 586.8 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
$ | 4,704.2 | $ | 4,413.2 | $ | 8,942.1 | $ | 8,713.2 | |||||||||
|
|
|
|
|
|
|
|
|||||||||
Income (loss) before income taxes: |
||||||||||||||||
Truck |
$ | 323.7 | $ | 329.4 | $ | 565.4 | $ | 633.5 | ||||||||
Parts |
152.4 | 133.4 | 304.1 | 268.0 | ||||||||||||
Other* |
(8.8 | ) | 99.7 | (19.4 | ) | (854.6 | ) | |||||||||
|
|
|
|
|
|
|
|
|||||||||
467.3 | 562.5 | 850.1 | 46.9 | |||||||||||||
Financial Services |
63.0 | 77.3 | 120.3 | 157.6 | ||||||||||||
Investment income |
8.7 | 6.4 | 16.8 | 12.1 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
$ | 539.0 | $ | 646.2 | $ | 987.2 | $ | 216.6 | |||||||||
|
|
|
|
|
|
|
|
|||||||||
Depreciation and amortization: |
||||||||||||||||
Truck |
$ | 111.0 | $ | 112.3 | $ | 218.1 | $ | 221.9 | ||||||||
Parts |
2.0 | 1.9 | 3.9 | 3.5 | ||||||||||||
Other |
4.2 | 3.9 | 8.0 | 7.8 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
117.2 | 118.1 | 230.0 | 233.2 | |||||||||||||
Financial Services |
151.8 | 134.8 | 298.2 | 262.2 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
$ | 269.0 | $ | 252.9 | $ | 528.2 | $ | 495.4 | |||||||||
|
|
|
|
|
|
|
|
* | Other includes a favorable adjustment to the European Commission charge of $109.6 in the second quarter of 2016 and an expense of $833.0 for the first half of 2016. |
- 22 -
PACCAR Inc Form 10-Q
Notes to Consolidated Financial Statements (Unaudited) | (Millions, Except Share Amounts) |
NOTE I - Derivative Financial Instruments
As part of its risk management strategy, the Company enters into derivative contracts to hedge against interest rates and foreign currency risk. Certain derivative instruments designated as either cash flow hedges or fair value hedges are subject to hedge accounting. Derivative instruments that are not subject to hedge accounting are held as economic hedges. The Companys policies prohibit the use of derivatives for speculation or trading. At the inception of each hedge relationship, the Company documents its risk management objectives, procedures and accounting treatment. All of the Companys interest-rate and certain foreign-exchange contracts are transacted under International Swaps and Derivatives Association (ISDA) master agreements. Each agreement permits the net settlement of amounts owed in the event of default and certain other termination events. For derivative financial instruments, the Company has elected not to offset derivative positions in the balance sheet with the same counterparty under the same agreements and is not required to post or receive collateral.
Exposure limits and minimum credit ratings are used to minimize the risks of counterparty default. The Companys maximum exposure to potential default of its swap counterparties is limited to the asset position of its swap portfolio. The asset position of the Companys swap portfolio is $55.6 at June 30, 2017.
The Company uses regression analysis to assess effectiveness of interest-rate contracts on a quarterly basis. For foreign-exchange contracts, the Company performs quarterly assessments to ensure that critical terms continue to match. All components of the derivative instruments gain or loss are included in the assessment of hedge effectiveness. Gains or losses on the ineffective portion of cash flow hedges are recognized currently in earnings. Hedge accounting is discontinued prospectively when the Company determines that a derivative financial instrument has ceased to be a highly effective hedge.
Interest-Rate Contracts: The Company enters into various interest-rate contracts, including interest-rate swaps and cross currency interest-rate swaps. Interest-rate swaps involve the exchange of fixed for floating rate or floating for fixed rate interest payments based on the contractual notional amounts in a single currency. Cross currency interest-rate swaps involve the exchange of notional amounts and interest payments in different currencies. The Company is exposed to interest-rate and exchange-rate risk caused by market volatility as a result of its borrowing activities. The objective of these contracts is to mitigate the fluctuations on earnings, cash flows and fair value of borrowings. Net amounts paid or received are reflected as adjustments to interest expense.
At June 30, 2017, the notional amount of the Companys interest-rate contracts was $2,688.5. Notional maturities for all interest-rate contracts are $283.3 for the remainder of 2017, $972.1 for 2018, $854.1 for 2019, $375.6 for 2020, $203.4 for 2021 and nil thereafter.
Foreign-Exchange Contracts: The Company enters into foreign-exchange contracts to hedge certain anticipated transactions and assets and liabilities denominated in foreign currencies, particularly the Canadian dollar, the euro, the British pound, the Australian dollar, the Brazilian real and the Mexican peso. The objective is to reduce fluctuations in earnings and cash flows associated with changes in foreign currency exchange rates. At June 30, 2017, the notional amount of the outstanding foreign-exchange contracts was $487.5. Foreign-exchange contracts mature within one year.
- 23 -
PACCAR Inc Form 10-Q
Notes to Consolidated Financial Statements (Unaudited) | (Millions, Except Share Amounts) |
The following table presents the balance sheet classification, fair value, gross and pro forma net amounts of derivative financial instruments:
June 30, 2017 | December 31, 2016 | |||||||||||||||
ASSETS | LIABILITIES | ASSETS | LIABILITIES | |||||||||||||
Derivatives designated under hedge accounting: |
||||||||||||||||
Interest-rate contracts: |
||||||||||||||||
Financial Services: |
||||||||||||||||
Other assets |
$ | 55.6 | $ | 109.7 | ||||||||||||
Deferred taxes and other liabilities |
$ | 72.7 | $ | 46.3 | ||||||||||||
Foreign-exchange contracts: |
||||||||||||||||
Truck, Parts and Other: |
||||||||||||||||
Other current assets |
2.3 | 3.9 | ||||||||||||||
Accounts payable, accrued expenses and other |
6.0 | 1.9 | ||||||||||||||
|
|
|
|
|
|
|
|
|||||||||
$ | 57.9 | $ | 78.7 | $ | 113.6 | $ | 48.2 | |||||||||
|
|
|
|
|
|
|
|
|||||||||
Economic hedges: |
||||||||||||||||
Interest-rate contracts: |
||||||||||||||||
Financial Services: |
||||||||||||||||
Deferred taxes and other liabilities |
$ | .1 | ||||||||||||||
Foreign-exchange contracts: |
||||||||||||||||
Truck, Parts and Other: |
||||||||||||||||
Other current assets |
$ | 1.1 | $ | .8 | ||||||||||||
Accounts payable, accrued expenses and other |
$ | .7 | .3 | |||||||||||||
Financial Services: |
||||||||||||||||
Other assets |
.6 | 4.0 | ||||||||||||||
Deferred taxes and other liabilities |
3.5 | .7 | ||||||||||||||
|
|
|
|
|
|
|
|
|||||||||
$ | 1.7 | $ | 4.2 | $ | 4.8 | $ | 1.1 | |||||||||
|
|
|
|
|
|
|
|
|||||||||
Gross amounts recognized in Balance Sheet |
$ | 59.6 | $ | 82.9 | $ | 118.4 | $ | 49.3 | ||||||||
Less amounts not offset in financial instruments: |
||||||||||||||||
Truck, Parts and Other: |
||||||||||||||||
Foreign-exchange contracts |
(.2 | ) | (.2 | ) | (1.0 | ) | (1.0 | ) | ||||||||
Financial Services: |
||||||||||||||||
Interest-rate contracts |
(7.8 | ) | (7.8 | ) | (15.4 | ) | (15.4 | ) | ||||||||
Foreign-exchange contracts |
(.8 | ) | (.8 | ) | (.1 | ) | (.1 | ) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Pro forma net amount |
$ | 50.8 | $ | 74.1 | $ | 101.9 | $ | 32.8 | ||||||||
|
|
|
|
|
|
|
|
- 24 -
PACCAR Inc Form 10-Q
Notes to Consolidated Financial Statements (Unaudited) | (Millions, Except Share Amounts) |
Fair Value Hedges
Changes in the fair value of derivatives designated as fair value hedges are recorded in earnings together with the changes in fair value of the hedged item attributable to the risk being hedged. The (income) or expense recognized in earnings related to fair value hedges was included in interest and other borrowing expenses in the Financial Services segment of the Consolidated Statements of Comprehensive Income (Loss) as follows:
Three Months Ended | Six Months Ended | |||||||||||||||
June 30 | June 30 | |||||||||||||||
2017 | 2016 | 2017 | 2016 | |||||||||||||
Interest-rate swaps |
$ | (.7 | ) | $ | (3.0 | ) | $ | .6 | $ | (5.0 | ) | |||||
Term notes |
.9 | 2.8 | (.4 | ) | 4.4 |
Cash Flow Hedges
Substantially all of the Companys interest-rate contracts and some foreign-exchange contracts have been designated as cash flow hedges. Changes in the fair value of derivatives designated as cash flow hedges are recorded in AOCI to the extent such hedges are considered effective. Amounts in AOCI are reclassified into net income in the same period in which the hedged transaction affects earnings. The maximum length of time over which the Company is hedging its exposure to the variability in future cash flows is 4.1 years. For the three and six month periods ended June 30, 2017 and 2016, the Company recognized no gains and losses or losses on the ineffective portion.
The following table presents the pre-tax effects of derivative instruments recognized in other comprehensive income (loss) (OCI):
Three Months Ended
June 30, 2017 |
Six Months Ended
June 30, 2017 |
|||||||||||||||
INTEREST-
RATE CONTRACTS |
FOREIGN-
EXCHANGE CONTRACTS |
INTEREST-
RATE CONTRACTS |
FOREIGN-
EXCHANGE CONTRACTS |
|||||||||||||
Loss recognized in OCI: |
||||||||||||||||
Truck, Parts and Other |
$ | (1.7 | ) | $ | (20.4 | ) | ||||||||||
Financial Services |
$ | (38.1 | ) | $ | (83.1 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
$ | (38.1 | ) | $ | (1.7 | ) | $ | (83.1 | ) | $ | (20.4 | ) | |||||
|
|
|
|
|
|
|
|
|||||||||
Three Months Ended
June 30, 2016 |
Six Months Ended
June 30, 2016 |
|||||||||||||||
INTEREST-
RATE CONTRACTS |
FOREIGN-
EXCHANGE CONTRACTS |
INTEREST-
RATE CONTRACTS |
FOREIGN-
EXCHANGE CONTRACTS |
|||||||||||||
Gain (loss) recognized in OCI: |
||||||||||||||||
Truck, Parts and Other |
$ | 9.6 | $ | 9.9 | ||||||||||||
Financial Services |
$ | 8.4 | $ | (53.3 | ) | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
$ | 8.4 | $ | 9.6 | $ | (53.3 | ) | $ | 9.9 | ||||||||
|
|
|
|
|
|
|
|
- 25 -
PACCAR Inc Form 10-Q
Notes to Consolidated Financial Statements (Unaudited) | (Millions, Except Share Amounts) |
Expense (income) reclassified out of AOCI into income was as follows:
Three Months Ended
June 30, 2017 |
Six Months Ended
June 30, 2017 |
|||||||||||||||
INTEREST-
RATE CONTRACTS |
FOREIGN-
EXCHANGE CONTRACTS |
INTEREST-
RATE CONTRACTS |
FOREIGN-
EXCHANGE CONTRACTS |
|||||||||||||
Truck, Parts and Other: |
||||||||||||||||
Net sales and revenues |
$ | 12.1 | $ | 16.3 | ||||||||||||
Cost of sales and revenues |
(1.3 | ) | (1.2 | ) | ||||||||||||
Interest and other expense (income), net |
.6 | .6 | ||||||||||||||
Financial Services: |
||||||||||||||||
Interest and other borrowing expenses |
$ | 40.0 | $ | 85.8 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
$ | 40.0 | $ | 11.4 | $ | 85.8 | $ | 15.7 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Three Months Ended
June 30, 2016 |
Six Months Ended
June 30, 2016 |
|||||||||||||||
INTEREST-
RATE CONTRACTS |
FOREIGN-
EXCHANGE CONTRACTS |
INTEREST-
RATE CONTRACTS |
FOREIGN-
EXCHANGE CONTRACTS |
|||||||||||||
Truck, Parts and Other: |
||||||||||||||||
Net sales and revenues |
$ | (1.7 | ) | $ | (6.5 | ) | ||||||||||
Cost of sales and revenues |
.6 | .6 | ||||||||||||||
Interest and other expense (income), net |
.2 | 1.9 | ||||||||||||||
Financial Services: |
||||||||||||||||
Interest and other borrowing expenses |
$ | (7.6 | ) | $ | 50.3 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
$ | (7.6 | ) | $ | (.9 | ) | $ | 50.3 | $ | (4.0 | ) | |||||
|
|
|
|
|
|
|
|
The amount of loss recorded in AOCI at June 30, 2017 that is estimated to be reclassified into earnings in the following 12 months if interest rates and exchange rates remain unchanged is approximately $2.7, net of taxes. The fixed interest earned on finance receivables will offset the amount recognized in interest expense, resulting in a stable interest margin consistent with the Companys risk management strategy.
The amount of gains (losses) reclassified out of AOCI into net income based on the probability that the original forecasted transactions would not occur was nil for the three and six months ended June 30, 2017, and $.3 and ($.3) for the three and six month periods ended June 30, 2016.
- 26 -
PACCAR Inc Form 10-Q
Notes to Consolidated Financial Statements (Unaudited) | (Millions, Except Share Amounts) |
Economic Hedges
For other risk management purposes, the Company enters into derivative instruments that do not qualify for hedge accounting. These derivative instruments are used to mitigate the risk of market volatility arising from borrowings and foreign currency denominated transactions. Changes in the fair value of economic hedges are recorded in earnings in the period in which the change occurs.
The expense (income) recognized in earnings related to economic hedges was as follows:
Three Months Ended
June 30, 2017 |
Six Months Ended
June 30, 2017 |
|||||||||||||||
INTEREST-
RATE CONTRACTS |
FOREIGN-
EXCHANGE CONTRACTS |
INTEREST-
RATE CONTRACTS |
FOREIGN-
EXCHANGE CONTRACTS |
|||||||||||||
Truck, Parts and Other: |
||||||||||||||||
Cost of sales and revenues |
$ | .1 | $ | .7 | ||||||||||||
Interest and other expense (income), net |
.7 | 4.2 | ||||||||||||||
Financial Services: |
||||||||||||||||
Interest and other borrowing expenses |
$ | (.1 | ) | 11.4 | $ | (.1 | ) | 44.6 | ||||||||
Selling, general and administrative |
(2.3 | ) | (13.1 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
$ | (.1 | ) | $ | 9.9 | $ | (.1 | ) | $ | 36.4 | ||||||
|
|
|
|
|
|
|
|
|||||||||
Three Months Ended
June 30, 2016 |
Six Months Ended
June 30, 2016 |
|||||||||||||||
INTEREST-
RATE CONTRACTS |
FOREIGN-
EXCHANGE CONTRACTS |
INTEREST-
RATE CONTRACTS |
FOREIGN-
EXCHANGE CONTRACTS |
|||||||||||||
Truck, Parts and Other: |
||||||||||||||||
Cost of sales and revenues |
$ | .1 | $ | 1.1 | ||||||||||||
Interest and other expense (income), net |
.9 | .8 | ||||||||||||||
Financial Services: |
||||||||||||||||
Interest and other borrowing expenses |
(10.6 | ) | (8.2 | ) | ||||||||||||
Selling, general and administrative |
.5 | (1.6 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
$ | (9.1 | ) | $ | (7.9 | ) | ||||||||||
|
|
|
|
|
|
|
|
- 27 -
PACCAR Inc Form 10-Q
Notes to Consolidated Financial Statements (Unaudited) | (Millions, Except Share Amounts) |
NOTE J - Fair Value Measurements
Fair value represents the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Inputs to valuation techniques used to measure fair value are either observable or unobservable. These inputs have been categorized into the fair value hierarchy described below.
Level 1 Valuations are based on quoted prices that the Company has the ability to obtain in actively traded markets for identical assets or liabilities. Since valuations are based on quoted prices that are readily and regularly available in an active market or exchange traded market, valuation of these instruments does not require a significant degree of judgment. |
Level 2 Valuations are based on quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market. |
Level 3 Valuations are based on model-based techniques for which some or all of the assumptions are obtained from indirect market information that is significant to the overall fair value measurement and which require a significant degree of management judgment. |
There were no transfers of assets or liabilities between Level 1 and Level 2 of the fair value hierarchy during the six months ended June 30, 2017. The Companys policy is to recognize transfers between levels at the end of the reporting period.
The Company uses the following methods and assumptions to measure fair value for assets and liabilities subject to recurring fair value measurements.
Marketable Securities: The Companys marketable debt securities consist of municipal bonds, government obligations, investment-grade corporate obligations, commercial paper, asset-backed securities and term deposits. The fair value of U.S. government obligations is determined using the market approach and is based on quoted prices in active markets and are categorized as Level 1.
The fair value of U.S. government agency obligations, non-U.S. government bonds, municipal bonds, corporate bonds, asset-backed securities, commercial paper and term deposits is determined using the market approach and is primarily based on matrix pricing as a practical expedient which does not rely exclusively on quoted prices for a specific security. Significant inputs used to determine fair value include interest rates, yield curves, credit rating of the security and other observable market information and are categorized as Level 2.
Derivative Financial Instruments: The Companys derivative contracts consist of interest-rate swaps, cross currency swaps and foreign currency exchange contracts. These derivative contracts are traded over the counter, and their fair value is determined using industry standard valuation models, which are based on the income approach (i.e., discounted cash flows). The significant observable inputs into the valuation models include interest rates, yield curves, currency exchange rates, credit default swap spreads and forward rates and are categorized as Level 2.
- 28 -
PACCAR Inc Form 10-Q
Notes to Consolidated Financial Statements (Unaudited) | (Millions, Except Share Amounts) |
Assets and Liabilities Subject to Recurring Fair Value Measurement
The Companys assets and liabilities subject to recurring fair value measurements are either Level 1 or Level 2 as follows:
At June 30, 2017 |
LEVEL 1 | LEVEL 2 | TOTAL | |||||||||
Assets: |
||||||||||||
Marketable debt securities |
||||||||||||
U.S. tax-exempt securities |
$ | 564.0 | $ | 564.0 | ||||||||
U.S. corporate securities |
58.8 | 58.8 | ||||||||||
U.S. government and agency securities |
$ | 15.1 | .5 | 15.6 | ||||||||
Non-U.S. corporate securities |
378.5 | 378.5 | ||||||||||
Non-U.S. government securities |
93.1 | 93.1 | ||||||||||
Other debt securities |
134.6 | 134.6 | ||||||||||
|
|
|
|
|
|
|||||||
Total marketable debt securities |
$ | 15.1 | $ | 1,229.5 | $ | 1,244.6 | ||||||
|
|
|
|
|
|
|||||||
Derivatives |
||||||||||||
Cross currency swaps |
$ | 50.7 | $ | 50.7 | ||||||||
Interest-rate swaps |
4.9 | 4.9 | ||||||||||
Foreign-exchange contracts |
4.0 | 4.0 | ||||||||||
|
|
|
|
|
|
|||||||
Total derivative assets |
$ | 59.6 | $ | 59.6 | ||||||||
|
|
|
|
|
|
|||||||
Liabilities: |
||||||||||||
Derivatives |
||||||||||||
Cross currency swaps |
$ | 65.4 | $ | 65.4 | ||||||||
Interest-rate swaps |
7.3 | 7.3 | ||||||||||
Foreign-exchange contracts |
10.2 | 10.2 | ||||||||||
|
|
|
|
|
|
|||||||
Total derivative liabilities |
$ | 82.9 | $ | 82.9 | ||||||||
|
|
|
|
|
|
|||||||
At December 31, 2016 |
LEVEL 1 | LEVEL 2 | TOTAL | |||||||||
Assets: |
||||||||||||
Marketable debt securities |
||||||||||||
U.S. tax-exempt securities |
$ | 595.0 | $ | 595.0 | ||||||||
U.S. corporate securities |
47.8 | 47.8 | ||||||||||
U.S. government and agency securities |
$ | 15.4 | .6 | 16.0 | ||||||||
Non-U.S. corporate securities |
308.0 | 308.0 | ||||||||||
Non-U.S. government securities |
98.2 | 98.2 | ||||||||||
Other debt securities |
75.9 | 75.9 | ||||||||||
|
|
|
|
|
|
|||||||
Total marketable debt securities |
$ | 15.4 | $ | 1,125.5 | $ | 1,140.9 | ||||||
|
|
|
|
|
|
|||||||
Derivatives |
||||||||||||
Cross currency swaps |
$ | 102.7 | $ | 102.7 | ||||||||
Interest-rate swaps |
7.0 | 7.0 | ||||||||||
Foreign-exchange contracts |
8.7 | 8.7 | ||||||||||
|
|
|
|
|
|
|||||||
Total derivative assets |
$ | 118.4 | $ | 118.4 | ||||||||
|
|
|
|
|
|
|||||||
Liabilities: |
||||||||||||
Derivatives |
||||||||||||
Cross currency swaps |
$ | 37.1 | $ | 37.1 | ||||||||
Interest-rate swaps |
9.3 | 9.3 | ||||||||||
Foreign-exchange contracts |
2.9 | 2.9 | ||||||||||
|
|
|
|
|
|
|||||||
Total derivative liabilities |
$ | 49.3 | $ | 49.3 | ||||||||
|
|
|
|
|
|
- 29 -
PACCAR Inc Form 10-Q
Notes to Consolidated Financial Statements (Unaudited) | (Millions, Except Share Amounts) |
Fair Value Disclosure of Other Financial Instruments
For financial instruments that are not recognized at fair value, the Company uses the following methods and assumptions to determine the fair value. These instruments are categorized as Level 2, except cash which is categorized as Level 1 and fixed rate loans which are categorized as Level 3.
Cash and Cash Equivalents: Carrying amounts approximate fair value.
Financial Services Net Receivables: For floating-rate loans, wholesale financings, and operating lease and other trade receivables, carrying values approximate fair values. For fixed rate loans, fair values are estimated using the income approach by discounting cash flows to their present value based on current rates for comparable loans. Finance lease receivables and related allowance for credit losses have been excluded from the accompanying table.
Debt: The carrying amounts of financial services commercial paper, variable rate bank loans and variable rate term notes approximate fair value. For fixed rate debt, fair values are estimated using the income approach by discounting cash flows to their present value based on current rates for comparable debt.
The Companys estimate of fair value for fixed rate loans and debt that are not carried at fair value was as follows:
June 30, 2017 | December 31, 2016 | |||||||||||||||
CARRYING
AMOUNT |
FAIR
VALUE |
CARRYING
AMOUNT |
FAIR
VALUE |
|||||||||||||
Assets: |
||||||||||||||||
Financial Services fixed rate loans |
$ | 3,534.7 | $ | 3,536.0 | $ | 3,607.4 | $ | 3,638.4 | ||||||||
Liabilities: |
||||||||||||||||
Financial Services fixed rate debt |
5,032.2 | 5,038.3 | 4,915.2 | 4,929.3 |
NOTE K - Employee Benefit Plans
The Company has several defined benefit pension plans, which cover a majority of its employees. The following information details the components of net pension expense for the Companys defined benefit plans:
Three Months Ended
June 30 |
Six Months Ended
June 30 |
|||||||||||||||
2017 | 2016 | 2017 | 2016 | |||||||||||||
Service cost |
$ | 22.2 | $ | 22.6 | $ | 46.0 | $ | 44.5 | ||||||||
Interest on projected benefit obligation |
20.0 | 24.1 | 40.4 | 47.7 | ||||||||||||
Expected return on assets |
(39.6 | ) | (36.1 | ) | (79.4 | ) | (71.7 | ) | ||||||||
Amortization of prior service costs |
.3 | .3 | .6 | .6 | ||||||||||||
Recognized actuarial loss |
5.9 | 7.4 | 12.6 | 13.9 | ||||||||||||
|
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|
|||||||||
Net pension expense |
$ | 8.8 | $ | 18.3 | $ | 20.2 | $ | 35.0 | ||||||||
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|
|
On January 1, 2017, the Company changed the method used to estimate service cost and interest cost components of pension expense from a single weighted-average method, which is a single discount rate determined at the pension plans measurement date, to an individual spot rate approach, which applies specific spot rates along the yield curve to the relevant projected cash flows. This approach is a more precise measurement of net periodic benefit costs and does not impact the benefit obligation. The Company considers this a change in estimate inseparable from a change in accounting principle and is being accounted for prospectively. This change will lower net pension expense by approximately $15.0 in 2017.
During the three and six months ended June 30, 2017, the Company contributed $5.5 and $10.4 to its pension plans, respectively, and $54.2 and $59.3 for the three and six months ended June 30, 2016, respectively.
- 30 -
PACCAR Inc Form 10-Q
Notes to Consolidated Financial Statements (Unaudited) | (Millions, Except Share Amounts) |
NOTE L - Commitments and Contingencies
In the first quarter of 2016, the Company recorded a charge of 850.0 ($942.6) in connection with an investigation by the EC of all major European truck manufacturers, including DAF Trucks N.V., its subsidiary DAF Trucks Deutschland GmbH (collectively, DAF) and the Company as their parent. On July 19, 2016, the EC reached a settlement with DAF and the Company under which the EC imposed a fine of 752.7 ($833.0) for infringement of European Union competition rules. As a result of the settlement, the Company reversed, in the second quarter of 2016, 97.3 ($109.6) of the previously recorded charge. DAF paid the fine in August 2016. Following the EC settlement, claims and a petition to certify a claim as a class action have been filed against DAF and other truck manufacturers. Others may bring EC-related claims against the Company or its subsidiaries. While the Company believes it has meritorious defenses, such claims will likely take a significant period of time to resolve, and it is not possible to estimate a range of potential loss. An adverse outcome of such proceedings could have a material impact on the Companys results of operations.
The Company 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 various proceedings and contingent liabilities will have a material effect on the consolidated financial statements.
- 31 -
PACCAR Inc Form 10-Q
ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
OVERVIEW:
PACCAR is a global technology company whose Truck segment includes the design and manufacture of high-quality light-, medium- and heavy-duty commercial trucks. In North America, trucks are sold under the Kenworth and Peterbilt nameplates, in Europe, under the DAF nameplate and in Australia and South America, under the Kenworth and DAF nameplates. The Parts segment includes the distribution of aftermarket parts for trucks and related commercial vehicles. The Companys Financial Services segment derives its earnings primarily from financing or leasing PACCAR products in North America, Europe and Australia. The Companys Other business includes the manufacturing and marketing of industrial winches.
Second Quarter Highlights
| Worldwide net sales and revenues were $4.70 billion in 2017 compared to $4.41 billion in 2016. |
| Truck sales were $3.55 billion in 2017 compared to $3.34 billion in 2016, primarily due to higher truck deliveries in the U.S. and Canada. |
| Parts sales were a record $823.1 million in 2017 compared to $756.4 million in 2016, reflecting higher demand in the U.S. and Canada. |
| Financial Services revenues were $306.3 million in 2017 compared to $297.4 million in 2016. The increase was primarily revenues from higher average operating lease assets. |
| Net income was $373.0 million ($1.06 per diluted share) in 2017 compared to $481.3 million ($1.37 per diluted share) in 2016. Net income in the second quarter of 2016 includes a favorable $109.6 million adjustment to the non-recurring, non-taxable charge established in the first quarter of 2016 for the EC investigation of all major European truck manufacturers. Excluding the favorable adjustment, the Company earned adjusted net income (non-GAAP) of $371.7 million ($1.06 per diluted share) in the second quarter of 2016. See Reconciliation of GAAP to non-GAAP Financial Measures on page 49. The operating results reflect higher truck deliveries and record worldwide Parts segment sales and profit, partially offset by lower Financial Services segment results and unfavorable currency translation effects. |
| Capital investments were $87.1 million in 2017 compared to $92.3 million in 2016. |
| Research and development (R&D) expenses were $66.1 million in 2017 compared to $60.8 million in 2016. |
First Six Months Highlights
| Worldwide net sales and revenues were $8.94 billion in 2017 compared to $8.71 billion in 2016. |
| Truck sales were $6.68 billion in 2017 compared to $6.61 billion in 2016, reflecting higher truck deliveries in Europe and Mexico, partially offset by unfavorable currency translation effects. |
| Parts sales were $1.61 billion in 2017 compared to $1.48 billion in 2016, reflecting higher demand in the U.S. and Canada. |
| Financial Services revenues were $608.5 million in 2017 compared to $586.8 million in 2016. The increase was primarily revenues from higher average operating lease assets. |
| Net income was $683.3 million ($1.94 per diluted share) in 2017 compared to a net loss of $113.3 million ($.32 per diluted share) in 2016. Excluding the $833.0 million non-recurring EC charge, the Company earned adjusted net income (non-GAAP) of $719.7 million ($2.05 per diluted share) in the first half of 2016. See Reconciliation of GAAP to non-GAAP Financial Measures on page 49. The operating results reflect lower truck margins, lower Financial Services segment results and unfavorable currency translation effects, partially offset by record worldwide Parts segment sales and profit. |
| Capital investments were $159.8 million in 2017 compared to $154.4 million in 2016. |
| R&D expenses were $127.1 million in 2017 compared to $120.4 million in 2016. |
- 32 -
PACCAR Inc Form 10-Q
In 2017, the Company will open an advanced technology research and development center in Silicon Valley, California to coordinate next-generation product development and identify emerging technologies to enhance future vehicle performance. Technology areas of focus will include advanced driver assistance systems, artificial intelligence, vehicle connectivity and augmented reality.
The Company is constructing a new 160,000 square-foot Parts distribution center in Toronto, Canada. The $35 million facility is expected to open in mid-2018.
In 2018, the Companys Dynacraft division plans to construct a new 130,000 square-foot manufacturing facility in McKinney, Texas to manufacture components and subassemblies such as battery cables, door assemblies and air conditioning assemblies for Kenworth and Peterbilt trucks. The facility will support Peterbilts operations in Denton, Texas and manufacture PACCARs new 20,000-pound front axle for Peterbilt and Kenworth Class 8 trucks.
The PACCAR Financial Services (PFS) group of companies has operations covering four continents and 24 countries. The global breadth of PFS and its rigorous credit application process support a portfolio of loans and leases with total assets of $12.69 billion. PFS issued $950.5 million in medium-term notes during the first half of 2017 to support portfolio growth.
Truck Outlook
Truck industry retail sales in the U.S. and Canada in 2017 are expected to be 200,000 to 220,000 units compared to 215,700 in 2016. In Europe, the 2017 truck industry registrations for over 16-tonne vehicles are expected to be 290,000 to 310,000 units compared to 302,500 in 2016. In South America, heavy-duty truck industry sales in 2017 are estimated to be in a range of 55,000 to 60,000 units compared to 56,500 in 2016.
Parts Outlook
In 2017, PACCAR Parts sales in North America are expected to grow 6-8% compared to 2016 sales. In 2017, Europe aftermarket sales are expected to increase 2-3%.
Financial Services Outlook
Based on the truck market outlook, average earning assets in 2017 are expected to be comparable to 2016. Current good levels of freight tonnage, freight rates and fleet utilization are contributing to customers profitability and cash flow. If current freight transportation conditions decline due to weaker economic conditions, then past due accounts, truck repossessions and credit losses would likely increase from the current low levels and new business volume would likely decline.
Capital Spending and R&D Outlook
Capital investments in 2017 are expected to be $375 to $425 million, and R&D is expected to be $250 to $270 million. The Company is investing for future growth in PACCARs integrated powertrain, advanced driver assistance and truck connectivity technologies, and additional capacity and operating efficiency of the Companys manufacturing and parts distribution facilities.
See the Forward-Looking Statements section of Managements Discussion and Analysis for factors that may affect these outlooks.
- 33 -
PACCAR Inc Form 10-Q
RESULTS OF OPERATIONS:
Three Months Ended
June 30 |
Six Months Ended
June 30 |
|||||||||||||||
($ in millions, except per share amounts) |
2017 | 2016 | 2017 | 2016 | ||||||||||||
Net sales and revenues: |
||||||||||||||||
Truck |
$ | 3,553.6 | $ | 3,341.2 | $ | 6,683.7 | $ | 6,611.7 | ||||||||
Parts |
823.1 | 756.4 | 1,609.8 | 1,475.9 | ||||||||||||
Other |
21.2 | 18.2 | 40.1 | 38.8 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Truck, Parts and Other |
4,397.9 | 4,115.8 | 8,333.6 | 8,126.4 | ||||||||||||
Financial Services |
306.3 | 297.4 | 608.5 | 586.8 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
$ | 4,704.2 | $ | 4,413.2 | $ | 8,942.1 | $ | 8,713.2 | |||||||||
|
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|
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|
|||||||||
Income (loss) before income taxes: |
||||||||||||||||
Truck |
$ | 323.7 | $ | 329.4 | $ | 565.4 | $ | 633.5 | ||||||||
Parts |
152.4 | 133.4 | 304.1 | 268.0 | ||||||||||||
Other* |
(8.8 | ) | 99.7 | (19.4 | ) | (854.6 | ) | |||||||||
|
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|
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|
|
|
|||||||||
Truck, Parts and Other |
467.3 | 562.5 | 850.1 | 46.9 | ||||||||||||
Financial Services |
63.0 | 77.3 | 120.3 | 157.6 | ||||||||||||
Investment income |
8.7 | 6.4 | 16.8 | 12.1 | ||||||||||||
Income taxes |
(166.0 | ) | (164.9 | ) | (303.9 | ) | (329.9 | ) | ||||||||
|
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|
|
|
|
|
|
|||||||||
Net income (loss) |
$ | 373.0 | $ | 481.3 | $ | 683.3 | $ | (113.3 | ) | |||||||
|
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|
|
|
|
|
|||||||||
Diluted earnings (loss) per share |
$ | 1.06 | $ | 1.37 | $ | 1.94 | $ | (.32 | ) | |||||||
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|
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|||||||||
After-tax return on revenues |
7.9 | % | 10.9 | % | 7.6 | % | (1.3 | %) | ||||||||
After-tax adjusted return on revenues** |
8.4 | % | 8.3 | % |
* | Other includes a favorable adjustment to the EC charge of $109.6 in the second quarter of 2016 and an expense of $833.0 for the first half of 2016. |
** | See Reconciliation of GAAP to Non-GAAP Financial Measures for 2016 on page 49. |
The following provides an analysis of the results of operations for the Companys three reportable segments - Truck, Parts and Financial Services. Where possible, the Company has quantified the impact of factors identified in the following discussion and analysis. In cases where it is not possible to quantify the impact of factors, the Company lists them in estimated order of importance. Factors for which the Company is unable to specifically quantify the impact include market demand, fuel prices, freight tonnage and economic conditions affecting the Companys results of operations.
- 34 -
PACCAR Inc Form 10-Q
2017 Compared to 2016:
Truck
The Companys Truck segment accounted for 76% and 75% of revenues in the second quarter and first six months of 2017, respectively, compared to 76% in the second quarter and first six months of 2016.
The Companys new truck deliveries are summarized below:
Three Months Ended | Six Months Ended | |||||||||||||||||||||||
June 30 | June 30 | |||||||||||||||||||||||
2017 | 2016 | % CHANGE | 2017 | 2016 | % CHANGE | |||||||||||||||||||
U.S. and Canada |
21,200 | 19,800 | 7 | 38,200 | 38,300 | |||||||||||||||||||
Europe |
13,800 | 13,100 | 5 | 28,100 | 26,600 | 6 | ||||||||||||||||||
Mexico, South America,
|
4,400 | 3,900 | 13 | 8,100 | 7,200 | 13 | ||||||||||||||||||
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|||||||||||||
Total units |
39,400 | 36,800 | 7 | 74,400 | 72,100 | 3 | ||||||||||||||||||
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In the first six months of 2017, industry retail sales in the heavy-duty market in the U.S. and Canada decreased to 96,000 units from 115,800 units in the same period of 2016. The Companys heavy-duty truck retail market share was 29.6% in the first half of 2017 compared to 26.6% in the first half of 2016. The medium-duty market was 44,500 units in the first half of 2017 compared to 45,500 units in the same period of 2016. The Companys medium-duty market share was 15.8% in the first half of 2017 compared to 15.7% in 2016.
The over 16-tonne truck market in Europe in the first six months of 2017 was 157,100 units compared to 154,500 units in the first six months of 2016. DAF EU market share was 15.2% in the first six months of 2017 compared to 16.0% in the same period of 2016. The 6 to 16-tonne market in the first six months of 2017 was 26,100 units compared to 25,500 units in the first six months of 2016. DAF market share in the 6 to 16-tonne market in the first six months of 2017 was 10.8% compared to 9.9% in the same period of 2016. DAF deliveries in 2017 also reflect higher deliveries to Russia.
The Companys worldwide truck net sales and revenues are summarized below:
Three Months Ended | Six Months Ended | |||||||||||||||||||||||
($ in millions) |
June 30 | June 30 | ||||||||||||||||||||||
2017 | 2016 | % CHANGE | 2017 | 2016 | % CHANGE | |||||||||||||||||||
Truck net sales and revenues: |
||||||||||||||||||||||||
U.S. and Canada |
$ | 2,181.7 | $ | 2,006.7 | 9 | $ | 3,986.3 | $ | 3,954.2 | 1 | ||||||||||||||
Europe |
962.4 | 969.3 | (1 | ) | 1,934.8 | 1,978.7 | (2 | ) | ||||||||||||||||
Mexico, South America,
|
409.5 | 365.2 | 12 | 762.6 | 678.8 | 12 | ||||||||||||||||||
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$ | 3,553.6 | $ | 3,341.2 | 6 | $ | 6,683.7 | $ | 6,611.7 | 1 | |||||||||||||||
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Truck income before income taxes |
$ | 323.7 | $ | 329.4 | (2 | ) | $ | 565.4 | $ | 633.5 | (11 | ) | ||||||||||||
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Pre-tax return on revenues |
9.1 | % | 9.9 | % | 8.5 | % | 9.6 | % |
The Companys worldwide truck net sales and revenues in the second quarter increased to $3.55 billion in 2017 from $3.34 billion in 2016, due to higher truck deliveries, primarily in the U.S. and Canada. In the first half, worldwide truck net sales and revenues were $6.68 billion in 2017 compared to $6.61 billion in 2016, reflecting higher truck deliveries in Europe and Mexico. Higher revenues from increased truck deliveries in the second quarter and first half were partially offset by the effects of translating weaker foreign currencies into the U.S. dollar, primarily the euro and the British pound.
- 35 -
PACCAR Inc Form 10-Q
For the second quarter and first half of 2017, Truck segment income before income taxes and pre-tax return on revenues reflect lower gross margins and the effects of translating weaker foreign currencies into the U.S. dollar, primarily the euro and the British pound.
The major factors for the changes in net sales and revenues, cost of sales and revenues and gross margin between the three months ended June 30, 2017 and 2016 for the Truck segment are as follows:
($ in millions) |
NET SALES
AND REVENUES |
COST OF SALES
AND REVENUES |
GROSS
MARGIN |
|||||||||
Three Months Ended June 30, 2016 |
$ | 3,341.2 | $ | 2,917.1 | $ | 424.1 | ||||||
Increase (decrease) |
||||||||||||
Truck delivery volume |
299.8 | 259.2 | 40.6 | |||||||||
Average truck sales prices |
(8.5 | ) | (8.5 | ) | ||||||||
Average per truck material, labor and other direct costs |
3.4 | (3.4 | ) | |||||||||
Factory overhead and other indirect costs |
13.4 | (13.4 | ) | |||||||||
Operating leases |
(22.2 | ) | (21.0 | ) | (1.2 | ) | ||||||
Currency translation |
(56.7 | ) | (39.4 | ) | (17.3 | ) | ||||||
|
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|
|
|
|||||||
Total increase (decrease) |
212.4 | 215.6 | (3.2 | ) | ||||||||
|
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|
|
|||||||
Three Months Ended June 30, 2017 |
$ | 3,553.6 | $ | 3,132.7 | $ | 420.9 | ||||||
|
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|
|
| Truck delivery volume reflects higher truck deliveries which resulted in higher sales and cost of sales, primarily in the U.S. and Canada ($183.0 million sales and $159.6 million cost of sales), Europe ($56.6 million sales and $49.1 million cost of sales) and Mexico ($30.7 million sales and $24.3 million cost of sales). |
| Average truck sales prices decreased sales by $8.5 million, primarily due to lower price realization in Mexico ($14.3 million), partially offset by higher price realization in Europe ($8.9 million). |
| Average cost per truck increased cost of sales by $3.4 million, reflecting higher material costs from higher content trucks. |
| Factory overhead and other indirect costs increased $13.4 million, primarily due to higher maintenance costs ($5.0 million), higher salaries and related expense ($3.2 million) and higher depreciation expense ($1.9 million). |
| Operating lease revenues decreased by $22.2 million and cost of sales decreased by $21.0 million, reflecting higher revenues deferred and lower revenues recognized. |
| The currency translation effect on sales and cost of sales primarily reflects a decline in the value of the euro and the British pound relative to the U.S. dollar. |
| Truck gross margin in the second quarter of 2017 of 11.8% decreased from 12.7% in the same period in 2016 due to the factors noted above. |
- 36 -
PACCAR Inc Form 10-Q
The major factors for the changes in net sales and revenues, cost of sales and revenues and gross margin between the six months ended June 30, 2017 and 2016 for the Truck segment are as follows:
($ in millions) |
NET SALES
AND REVENUES |
COST OF SALES
AND REVENUES |
GROSS
MARGIN |
|||||||||
Six Months Ended June 30, 2016 |
$ | 6,611.7 | $ | 5,793.2 | $ | 818.5 | ||||||
Increase (decrease) |
||||||||||||
Truck delivery volume |
244.5 | 217.4 | 27.1 | |||||||||
Average truck sales prices |
2.6 | 2.6 | ||||||||||
Average per truck material, labor and other direct costs |
26.6 | (26.6 | ) | |||||||||
Factory overhead and other indirect costs |
22.7 | (22.7 | ) | |||||||||
Operating leases |
(69.2 | ) | (66.8 | ) | (2.4 | ) | ||||||
Currency translation |
(105.9 | ) | (64.9 | ) | (41.0 | ) | ||||||
|
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|
|
|
|||||||
Total increase (decrease) |
72.0 | 135.0 | (63.0 | ) | ||||||||
|
|
|
|
|
|
|||||||
Six Months Ended June 30, 2017 |
$ | 6,683.7 | $ | 5,928.2 | $ | 755.5 | ||||||
|
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|
|
| Truck delivery volume primarily reflects higher truck deliveries in Europe, which resulted in higher sales ($135.2 million) and cost of sales ($120.1 million), and higher truck deliveries in Mexico, which resulted in higher sales ($47.8 million) and cost of sales ($38.4 million). |
| Average truck sales prices increased sales by $2.6 million, primarily due to higher price realization in Europe ($24.7 million), partially offset by lower price realization in Mexico ($17.9 million). |
| Average cost per truck increased cost of sales by $26.6 million, reflecting higher material costs from higher content trucks. |
| Factory overhead and other indirect costs increased $22.7 million, primarily due to higher salaries and related expenses ($7.1 million), higher maintenance costs ($6.2 million) and higher depreciation expense ($4.7 million). |
| Operating lease revenues decreased by $69.2 million and cost of sales decreased by $66.8 million, reflecting higher revenues deferred and lower revenues recognized. |
| The currency translation effect on sales and cost of sales primarily reflects a decline in the value of the euro and the British pound relative to the U.S. dollar. |
| Truck gross margins in the first six months of 2017 of 11.3% decreased from 12.4% in the same period in 2016 primarily due to the factors noted above. |
Truck SG&A for the second quarter of 2017 decreased to $48.0 million from $50.7 million in the second quarter of 2016, primarily due to lower sales and marketing costs ($3.9 million), partially offset by higher salaries and related costs ($2.0 million). For the first six months, Truck SG&A of $99.1 million in 2017 was comparable to $99.8 million in 2016.
As a percentage of sales, Truck SG&A decreased to 1.4% in the second quarter of 2017 from 1.5% in the second quarter of 2016, reflecting higher sales volume. For the first half of 2017 and 2016, SG&A as a percentage of sales was 1.5%.
- 37 -
PACCAR Inc Form 10-Q
Parts
The Companys Parts segment accounted for 17% of revenues in the second quarter of 2017 and 2016, and for the first half, the Parts segment accounted for 18% of revenues in 2017 compared to 17% in 2016.
Three Months Ended
June 30 |
Six Months Ended
June 30 |
|||||||||||||||||||||||
($ in millions) |
2017 | 2016 | % CHANGE | 2017 | 2016 | % CHANGE | ||||||||||||||||||
Parts net sales and revenues: |
||||||||||||||||||||||||
U.S. and Canada |
$ | 545.1 | $ | 483.3 | 13 | $ | 1,062.6 | $ | 938.5 | 13 | ||||||||||||||
Europe |
191.5 | 192.1 | 382.2 | 385.3 | (1 | ) | ||||||||||||||||||
Mexico, South America,
|
86.5 | 81.0 | 7 | 165.0 | 152.1 | 8 | ||||||||||||||||||
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$ | 823.1 | $ | 756.4 | 9 | $ | 1,609.8 | $ | 1,475.9 | 9 | |||||||||||||||
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Parts income before income taxes |
$ | 152.4 | $ | 133.4 | 14 | $ | 304.1 | $ | 268.0 | 13 | ||||||||||||||
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|
|||||||||||||
Pre-tax return on revenues |
18.5 | % | 17.6 | % | 18.9 | % | 18.2 | % |
The Companys worldwide parts net sales and revenues for the second quarter increased to a record $823.1 million in 2017 from $756.4 million in 2016, and for the first six months, worldwide parts net sales and revenues increased to a record $1.61 billion in 2017 from $1.48 billion in 2016, primarily due to higher aftermarket demand in the U.S. and Canada.
For the second quarter and first half of 2017, the increase in Parts segment income before income taxes and pre-tax return on revenues was primarily due to the higher sales volume.
The major factors for the changes in net sales and revenues, cost of sales and revenues and gross margin between the three months ended June 30, 2017 and 2016 for the Parts segment are as follows:
($ in millions) |
NET
SALES |
COST
OF SALES |
GROSS
MARGIN |
|||||||||
Three Months Ended June 30, 2016 |
$ | 756.4 | $ | 555.6 | $ | 200.8 | ||||||
Increase (decrease) |
||||||||||||
Aftermarket parts volume |
72.6 | 41.1 | 31.5 | |||||||||
Average aftermarket parts sales prices |
5.2 | 5.2 | ||||||||||
Average aftermarket parts direct costs |
9.4 | (9.4 | ) | |||||||||
Warehouse and other indirect costs |
3.8 | (3.8 | ) | |||||||||
Currency translation |
(11.1 | ) | (5.5 | ) | (5.6 | ) | ||||||
|
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|
|||||||
Total increase |
66.7 | 48.8 | 17.9 | |||||||||
|
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|
|
|
|||||||
Three Months Ended June 30, 2017 |
$ | 823.1 | $ | 604.4 | $ | 218.7 | ||||||
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|
|
| Aftermarket parts sales volume increased by $72.6 million and related cost of sales increased by $41.1 million, primarily due to higher market demand in the U.S. and Canada. |
| Average aftermarket parts sales prices increased sales by $5.2 million, primarily due to higher price realization in Europe. |
| Average aftermarket parts direct costs increased $9.4 million due to higher material costs. |
| Warehouse and other indirect costs increased $3.8 million, primarily due to higher salaries and related expenses to support the higher sales volume. |
| The currency translation effect on sales and cost of sales primarily reflects a decline in the value of the euro and the British pound relative to the U.S. dollar. |
| Parts gross margins in the second quarter of 2017 increased to 26.6% from 26.5% in the second quarter of 2016 due to the factors noted above. |
- 38 -
PACCAR Inc Form 10-Q
The major factors for the changes in net sales and revenues, cost of sales and revenues and gross margin between the six months ended June 30, 2017 and 2016 for the Parts segment are as follows:
($ in millions) |
NET
SALES |
COST
OF SALES |
GROSS
MARGIN |
|||||||||
Six Months Ended June 30, 2016 |
$ | 1,475.9 | $ | 1,074.7 | $ | 401.2 | ||||||
Increase (decrease) |
||||||||||||
Aftermarket parts volume |
151.2 | 91.3 | 59.9 | |||||||||
Average aftermarket parts sales prices |
5.0 | 5.0 | ||||||||||
Average aftermarket parts direct costs |
11.7 | (11.7 | ) | |||||||||
Warehouse and other indirect costs |
7.3 | (7.3 | ) | |||||||||
Currency translation |
(22.3 | ) | (10.1 | ) | (12.2 | ) | ||||||
|
|
|
|
|
|
|||||||
Total increase |
133.9 | 100.2 | 33.7 | |||||||||
|
|
|
|
|
|
|||||||
Six Months Ended June 30, 2017 |
$ | 1,609.8 | $ | 1,174.9 | $ | 434.9 | ||||||
|
|
|
|
|
|
| Aftermarket parts sales volume increased by $151.2 million and related cost of sales increased by $91.3 million due to higher market demand in the U.S. and Canada. |
| Average aftermarket parts sales prices increased sales by $5.0 million, primarily due to higher price realization in Europe. |
| Average aftermarket parts direct costs increased $11.7 million due to higher material costs. |
| Warehouse and other indirect costs increased $7.3 million, primarily due to higher salaries and related expenses to support the higher sales volume. |
| The currency translation effect on sales and cost of sales primarily reflects a decline in the value of the euro and the British pound relative to the U.S. dollar. |
| Parts gross margins in the first half of 2017 decreased to 27.0% from 27.2% in the first half of 2016 due to the factors noted above. |
Parts SG&A expense for the second quarter was $48.3 million in 2017 compared to $48.4 million in 2016. For the first six months, Parts SG&A was $95.5 million in 2017 compared to $96.2 million in 2016.
As a percentage of sales, Parts SG&A decreased to 5.9% in the second quarter of 2017 from 6.4% in the second quarter of 2016. For the first six months of 2017, Parts SG&A as a percentage of sales was 5.9%, down from 6.5% in the first six months of 2016. The decrease for both periods was primarily due to higher net sales.
- 39 -
PACCAR Inc Form 10-Q
Financial Services
The Companys Financial Services segment accounted for 7% of revenues in the second quarter and first six months of 2017 and 2016.
($ in millions) |
Three Months Ended
June 30 |
Six Months Ended
June 30 |
||||||||||||||||||||||
2017 | 2016 | % CHANGE | 2017 | 2016 | % CHANGE | |||||||||||||||||||
New loan and lease volume: |
||||||||||||||||||||||||
U.S. and Canada |
$ | 617.1 | $ | 702.9 | (12 | ) | $ | 1,020.8 | $ | 1,194.8 | (15 | ) | ||||||||||||
Europe |
263.7 | 278.0 | (5 | ) | 504.1 | 547.2 | (8 | ) | ||||||||||||||||
Mexico, Australia and other |
219.4 | 139.4 | 57 | 376.5 | 268.5 | 40 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
$ | 1,100.2 | $ | 1,120.3 | (2 | ) | $ | 1,901.4 | $ | 2,010.5 | (5 | ) | |||||||||||||
New loan and lease volume by product: |
|
|||||||||||||||||||||||
Loans and finance leases |
$ | 834.2 | $ | 801.2 | 4 | $ | 1,433.8 | $ | 1,433.9 | |||||||||||||||
Equipment on operating lease |
266.0 | 319.1 | (17 | ) | 467.6 | 576.6 | (19 | ) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
$ | 1,100.2 | $ | 1,120.3 | (2 | ) | $ | 1,901.4 | $ | 2,010.5 | (5 | ) | |||||||||||||
New loan and lease unit volume: |
||||||||||||||||||||||||
Loans and finance leases |
8,190 | 7,900 | 4 | 14,880 | 14,670 | 1 | ||||||||||||||||||
Equipment on operating lease |
2,590 | 3,180 | (19 | ) | 4,730 | 5,750 | (18 | ) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
10,780 | 11,080 | (3 | ) | 19,610 | 20,420 | (4 | ) | |||||||||||||||||
Average earning assets: |
||||||||||||||||||||||||
U.S. and Canada |
$ | 7,210.8 | $ | 7,471.4 | (3 | ) | $ | 7,233.6 | $ | 7,443.2 | (3 | ) | ||||||||||||
Europe |
2,805.6 | 2,743.3 | 2 | 2,755.1 | 2,714.7 | 1 | ||||||||||||||||||
Mexico, Australia and other |
1,591.4 | 1,464.9 | 9 | 1,533.9 | 1,464.5 | 5 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
$ | 11,607.8 | $ | 11,679.6 | (1 | ) | $ | 11,522.6 | $ | 11,622.4 | (1 | ) | |||||||||||||
Average earning assets by product: |
||||||||||||||||||||||||
Loans and finance leases |
$ | 7,303.9 | $ | 7,360.4 | (1 | ) | $ | 7,282.8 | $ | 7,311.8 | ||||||||||||||
Dealer wholesale financing |
1,463.1 | 1,676.1 | (13 | ) | 1,442.3 | 1,724.8 | (16 | ) | ||||||||||||||||
Equipment on lease and other |
2,840.8 | 2,643.1 | 7 | 2,797.5 | 2,585.8 | 8 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
$ | 11,607.8 | $ | 11,679.6 | (1 | ) | $ | 11,522.6 | $ | 11,622.4 | (1 | ) | |||||||||||||
Revenues: |
||||||||||||||||||||||||
U.S. and Canada |
$ | 175.9 | $ | 171.6 | 3 | $ | 356.8 | $ | 338.8 | 5 | ||||||||||||||
Europe |
73.4 | 73.3 | 143.5 | 143.0 | ||||||||||||||||||||
Mexico, Australia and other |
57.0 | 52.5 | 9 | 108.2 | 105.0 | 3 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
$ | 306.3 | $ | 297.4 | 3 | $ | 608.5 | $ | 586.8 | 4 | |||||||||||||||
Revenue by product: |
||||||||||||||||||||||||
Loans and finance leases |
$ | 91.4 | $ | 93.2 | (2 | ) | $ | 181.5 | $ | 185.9 | (2 | ) | ||||||||||||
Dealer wholesale financing |
12.8 | 13.9 | (8 | ) | 24.9 | 28.6 | (13 | ) | ||||||||||||||||
Equipment on lease and other |
202.1 | 190.3 | 6 | 402.1 | 372.3 | 8 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
$ | 306.3 | $ | 297.4 | 3 | $ | 608.5 | $ | 586.8 | 4 | |||||||||||||||
|
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|
|
|
|
|
|
|
|
|
|
|||||||||||||
Income before income taxes |
$ | 63.0 | $ | 77.3 | (18 | ) | $ | 120.3 | $ | 157.6 | (24 | ) | ||||||||||||
|
|
|
|
|
|
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|
|
|
For the second quarter, new loan and lease volume was $1,100.2 million in 2017 compared to $1,120.3 million in 2016 and for the first half was $1,901.4 million in 2017 compared to $2,010.5 million in 2016, reflecting lower market share.
In the second quarter of 2017, PFS finance market share on new PACCAR truck sales was 24.9%, compared to 26.4% in the second quarter of 2016. In the first six months of 2017, PFS finance market share on new PACCAR truck sales was 24.4% compared to 25.0% in the first six months of 2016.
- 40 -
PACCAR Inc Form 10-Q
In the second quarter of 2017, PFS revenues increased to $306.3 million from $297.4 million in 2016, primarily due to higher average operating lease earning assets, partially offset by the effects of currency translation, which lowered second quarter 2017 PFS revenues by $5.7 million. In the first six months of 2017, PFS revenues increased to $608.5 million from $586.8 million in 2016, primarily due to higher average operating lease earning assets and higher used truck sales, partially offset by the effects of currency translation, which lowered first half 2017 PFS revenues by $12.5 million.
PFS income before income taxes decreased to $63.0 million in the second quarter of 2017 from $77.3 million in the second quarter of 2016, and in the first six months of 2017, PFS income before income taxes decreased to $120.3 million from $157.6 million in 2016. The decrease for both periods was primarily due to lower results on returned lease assets and higher borrowing rates.
Included in Financial Services Other Assets on the Companys Consolidated Balance Sheets are used trucks held for sale, net of impairments, of $217.6 million at June 30, 2017 and $267.2 million at December 31, 2016. These trucks are primarily related to units returned from matured operating leases in the ordinary course of business, and may also include trucks acquired from repossessions or through acquisitions of used trucks in trades related to new truck sales.
The Company recognized losses on used trucks, excluding repossessions, of $10.0 million in the second quarter of 2017 compared to $2.8 million in the second quarter of 2016, including losses on multiple unit transactions of $7.1 million in the second quarter of 2017 compared to $2.5 million in the second quarter of 2016. Used truck losses related to repossessions, which are recognized as credit losses, were $1.4 million and $1.2 million in the second quarter of 2017 and 2016, respectively.
The Company recognized losses on used trucks, excluding repossessions, of $22.9 million in the first half of 2017 compared to $5.2 million in the first half of 2016, including losses on multiple unit transactions of $15.6 million in the first half of 2017 compared to $3.7 million in the first half of 2016. Used truck losses related to repossessions, which are recognized as credit losses, were $3.1 million and $1.8 million in the first half of 2017 and 2016, respectively.
The major factors for the changes in interest and fees, interest and other borrowing expenses and finance margin between the three months ended June 30, 2017 and 2016 are outlined below:
($ in millions) |
INTEREST
AND FEES |
INTEREST
AND OTHER BORROWING EXPENSES |
FINANCE
MARGIN |
|||||||||
Three Months Ended June 30, 2016 |
$ | 107.1 | $ | 32.6 | $ | 74.5 | ||||||
(Decrease) increase |
||||||||||||
Average finance receivables |
(.9 | ) | (.9 | ) | ||||||||
Average debt balances |
.4 | (.4 | ) | |||||||||
Yields |
(.1 | ) | (.1 | ) | ||||||||
Borrowing rates |
5.0 | (5.0 | ) | |||||||||
Currency translation |
(1.9 | ) | (.6 | ) | (1.3 | ) | ||||||
|
|
|
|
|
|
|||||||
Total (decrease) increase |
(2.9 | ) | 4.8 | (7.7 | ) | |||||||
|
|
|
|
|
|
|||||||
Three Months Ended June 30, 2017 |
$ | 104.2 | $ | 37.4 | $ | 66.8 | ||||||
|
|
|
|
|
|
| Average finance receivables decreased $86.4 million (excluding foreign exchange effects) in the second quarter of 2017 as a result of lower average dealer wholesale financing. |
| Average debt balances increased by $82.7 million (excluding foreign exchange effects) in the second quarter of 2017. The higher average debt balances reflect funding for a higher average earnings asset portfolio, which includes loans, finance leases, wholesale and equipment on operating lease. |
| Higher borrowing rates (1.8% in 2017 compared to 1.5% in 2016) were primarily due to higher debt market rates in North America, partially offset by lower debt market rates in Europe. |
| The currency translation effects reflect a decline in the value of foreign currencies relative to the U.S. dollar. |
- 41 -
PACCAR Inc Form 10-Q
The major factors for the changes in interest and fees, interest and other borrowing expenses and finance margin between the six months ended June 30, 2017 and 2016 are outlined below:
($ in millions) |
INTEREST
AND FEES |
INTEREST
AND OTHER BORROWING EXPENSES |
FINANCE
MARGIN |
|||||||||
Six Months Ended June 30, 2016 |
$ | 214.5 | $ | 62.9 | $ | 151.6 | ||||||
(Decrease) increase |
||||||||||||
Average finance receivables |
(3.3 | ) | (3.3 | ) | ||||||||
Average debt balances |
.6 | (.6 | ) | |||||||||
Yields |
||||||||||||
Borrowing rates |
9.5 | (9.5 | ) | |||||||||
Currency translation |
(4.8 | ) | (1.5 | ) | (3.3 | ) | ||||||
|
|
|
|
|
|
|||||||
Total (decrease) increase |
(8.1 | ) | 8.6 | (16.7 | ) | |||||||
|
|
|
|
|
|
|||||||
Six Months Ended June 30, 2017 |
$ | 206.4 | $ | 71.5 | $ | 134.9 | ||||||
|
|
|
|
|
|
| Average finance receivables decreased $148.0 million (excluding foreign exchange effects) in the first six months of 2017 as a result of lower dealer wholesale financing. |
| Average debt balances increased $64.4 million (excluding foreign exchange effects) in the first six months of 2017. The higher average debt balances reflect funding for a lower average earnings asset portfolio, which includes loans, finance leases, wholesale and equipment on operating lease. |
| Higher borrowing rates (1.7% in 2017 compared to 1.5% in 2016) were primarily due to higher debt market rates in North America, partially offset by lower debt market rates in Europe. |
| The currency translation effects reflect a decline in the value of foreign currencies relative to the U.S. dollar. |
The following table summarizes operating lease, rental and other revenues and depreciation and other expenses:
($ in millions) |
Three Months Ended
June 30 |
Six Months Ended
June 30 |
||||||||||||||
2017 | 2016 | 2017 | 2016 | |||||||||||||
Operating lease and rental revenues |
$ | 193.7 | $ | 180.5 | $ | 376.4 | $ | 354.7 | ||||||||
Used truck sales and other |
8.4 | 9.8 | 25.7 | 17.6 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Operating lease, rental and other revenues |
$ | 202.1 | $ | 190.3 | $ | 402.1 | $ | 372.3 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Depreciation of operating lease equipment |
$ | 144.5 | $ | 126.2 | $ | 285.1 | $ | 247.7 | ||||||||
Vehicle operating expenses |
22.7 | 22.1 | 46.7 | 45.0 | ||||||||||||
Cost of used truck sales and other |
5.6 | 8.1 | 20.7 | 14.6 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Depreciation and other expenses |
$ | 172.8 | $ | 156.4 | $ | 352.5 | $ | 307.3 | ||||||||
|
|
|
|
|
|
|
|
- 42 -
PACCAR Inc Form 10-Q
The major factors for the changes in operating lease, rental and other revenues, depreciation and other expenses and lease margin between the three months ended June 30, 2017 and 2016 are outlined below:
($ in millions) |
OPERATING LEASE,
RENTAL AND OTHER REVENUES |
DEPRECIATION
AND OTHER EXPENSES |
LEASE MARGIN | |||||||||
Three Months Ended June 30, 2016 |
$ | 190.3 | $ | 156.4 | $ | 33.9 | ||||||
(Decrease) increase |
||||||||||||
Used truck sales |
(2.1 | ) | (2.4 | ) | .3 | |||||||
Results on returned lease assets |
7.5 | (7.5 | ) | |||||||||
Average operating lease assets |
15.7 | 13.1 | 2.6 | |||||||||
Revenue and cost per asset |
1.3 | 1.1 | .2 | |||||||||
Currency translation and other |
(3.1 | ) | (2.9 | ) | (.2 | ) | ||||||
|
|
|
|
|
|
|||||||
Total increase (decrease) |
11.8 | 16.4 | (4.6 | ) | ||||||||
|
|
|
|
|
|
|||||||
Three Months Ended June 30, 2017 |
$ | 202.1 | $ | 172.8 | $ | 29.3 | ||||||
|
|
|
|
|
|
| A lower volume of used truck sales decreased operating lease, rental and other revenues by $2.1 million and decreased depreciation and other expenses by $2.4 million. |
| Results on returned lease assets increased depreciation and other expenses by $7.5 million, primarily due to higher losses on sales of returned lease units. |
| Average operating lease assets increased $241.1 million (excluding foreign exchange effects), which increased revenues by $15.7 million and related depreciation and other expenses by $13.1 million. |
| Revenue per asset increased $1.3 million primarily due to higher rental income. Cost per asset increased $1.1 million due to higher depreciation expense, partially offset by lower vehicle operating expenses. |
| The currency translation effects reflect a decline in the value of foreign currencies relative to the U.S. dollar. |
The major factors for the changes in operating lease, rental and other revenues, depreciation and other expenses and lease margin between the six months ended June 30, 2017 and 2016 are outlined below:
($ in millions) |
OPERATING LEASE,
RENTAL AND OTHER REVENUES |
DEPRECIATION
AND OTHER EXPENSES |
LEASE MARGIN | |||||||||
Six Months Ended June 30, 2016 |
$ | 372.3 | $ | 307.3 | $ | 65.0 | ||||||
Increase (decrease) |
||||||||||||
Used truck sales |
7.4 | 6.1 | 1.3 | |||||||||
Results on returned lease assets |
19.0 | (19.0 | ) | |||||||||
Average operating lease assets |
29.3 | 24.4 | 4.9 | |||||||||
Revenue and cost per asset |
.1 | 1.9 | (1.8 | ) | ||||||||
Currency translation and other |
(7.0 | ) | (6.2 | ) | (.8 | ) | ||||||
|
|
|
|
|
|
|||||||
Total increase (decrease) |
29.8 | 45.2 | (15.4 | ) | ||||||||
|
|
|
|
|
|
|||||||
Six Months Ended June 30, 2017 |
$ | 402.1 | $ | 352.5 | $ | 49.6 | ||||||
|
|
|
|
|
|
| A higher volume of used truck sales increased operating lease, rental and other revenues by $7.4 million and increased depreciation and other expenses by $6.1 million. |
| Results on returned lease assets increased depreciation and other expenses by $19.0 million, primarily due to higher losses on sales of returned lease units. |
| Average operating lease assets increased $251.1 million (excluding foreign exchange effects), which increased revenues by $29.3 million and related depreciation and other expenses by $24.4 million. |
- 43 -
PACCAR Inc Form 10-Q
| Revenue per asset increased $.1 million primarily due to higher rental income. Cost per asset increased $1.9 million due to higher depreciation expense, partially offset by lower vehicle operating expenses. |
| The currency translation effects reflect a decline in the value of foreign currencies relative to the U.S. dollar. |
The following table summarizes the provision for losses on receivables and net charge-offs:
Three Months Ended
June 30, 2017 |
Six Months Ended
June 30, 2017 |
|||||||||||||||
($ in millions) |
PROVISION FOR
LOSSES ON RECEIVABLES |
NET
CHARGE-OFFS |
PROVISION FOR
LOSSES ON RECEIVABLES |
NET
CHARGE-OFFS |
||||||||||||
U.S. and Canada |
$ | 4.6 | $ | 3.5 | $ | 8.3 | $ | 8.1 | ||||||||
Europe |
.8 | .5 | 1.4 | .7 | ||||||||||||
Mexico, Australia and other |
1.4 | .3 | 3.0 | .9 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
$ | 6.8 | $ | 4.3 | $ | 12.7 | $ | 9.7 | |||||||||
|
|
|
|
|
|
|
|
|||||||||
Three Months Ended
June 30, 2016 |
Six Months Ended
June 30, 2016 |
|||||||||||||||
($ in millions) |
PROVISION FOR
LOSSES ON RECEIVABLES |
NET
CHARGE-OFFS |
PROVISION FOR
LOSSES ON RECEIVABLES |
NET
CHARGE-OFFS |
||||||||||||
U.S. and Canada |
$ | 4.2 | $ | 3.0 | $ | 6.3 | $ | 7.4 | ||||||||
Europe |
.7 | .6 | .8 | .5 | ||||||||||||
Mexico, Australia and other |
1.1 | 1.1 | 2.3 | 2.0 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
$ | 6.0 | $ | 4.7 | $ | 9.4 | $ | 9.9 | |||||||||
|
|
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|
|
|
|
|
The provision for losses on receivables was $6.8 million for the second quarter of 2017 compared to $6.0 million in 2016. For the first half of 2017, the provision for losses on receivables was $12.7 million compared to $9.4 million in 2016, reflecting continued good portfolio performance.
The Company modifies loans and finance leases as a normal part of its Financial Services operations. The Company may modify loans and finance leases for commercial reasons or for credit reasons. Modifications for commercial reasons are changes to contract terms for customers that are not considered to be in financial difficulty. Insignificant delays are modifications extending terms up to three months for customers experiencing some short-term financial stress, but not considered to be in financial difficulty. Modifications for credit reasons are changes to contract terms for customers considered to be in financial difficulty. The Companys modifications typically result in granting more time to pay the contractual amounts owed and charging a fee and interest for the term of the modification. When considering whether to modify customer accounts for credit reasons, the Company evaluates the creditworthiness of the customers and modifies those accounts that the Company considers likely to perform under the modified terms. When the Company modifies loans and finance leases for credit reasons and grants a concession, the modifications are classified as troubled debt restructurings (TDR).
- 44 -
PACCAR Inc Form 10-Q
The post-modification balance of accounts modified during the six months ended June 30, 2017 and 2016 are summarized below:
($ in millions) Six Months Ended June 30, |
2017 | 2016 | ||||||||||||||
RECORDED
INVESTMENT |
% OF TOTAL
PORTFOLIO* |
RECORDED
INVESTMENT |
% OF TOTAL
PORTFOLIO* |
|||||||||||||
Commercial |
$ | 105.4 | 2.8 | % | $ | 93.9 | 2.6 | % | ||||||||
Insignificant delay |
46.0 | 1.2 | % | 57.1 | 1.6 | % | ||||||||||
Credit no concession |
37.4 | 1.0 | % | 16.3 | .4 | % | ||||||||||
Credit TDR |
17.0 | .5 | % | 17.2 | .5 | % | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
$ | 205.8 | 5.5 | % | $ | 184.5 | 5.1 | % | |||||||||
|
|
|
|
|
|
|
|
* | Recorded investment immediately after modification as a percentage of ending retail portfolio, on an annualized basis. |
During the first six months of 2017, total modification activity increased compared to the first six months of 2016, primarily due to higher modifications for credit no concession, reflecting contract modifications for multiple fleet customers in Mexico and the U.S.
The following table summarizes the Companys 30+ days past due accounts:
June 30
2017 |
December 31
2016 |
June 30
2016 |
||||||||||
Percentage of retail loan and lease accounts 30+ days past due: |
||||||||||||
U.S. and Canada |
.2 | % | .3 | % | .3 | % | ||||||
Europe |
.9 | % | .5 | % | .8 | % | ||||||
Mexico, Australia and other |
2.3 | % | 1.8 | % | 2.4 | % | ||||||
|
|
|
|
|
|
|||||||
Worldwide |
.6 | % | .5 | % | .7 | % | ||||||
|
|
|
|
|
|
Accounts 30+ days past due was .6% at June 30, 2017 compared to .5% at December 31, 2016, as higher past due accounts in Europe and Mexico were partially offset by lower past dues in the U.S. and Canada. The Company continues to focus on maintaining low past due balances.
When the Company modifies a 30+ days past due account, the customer is then generally considered current under the revised contractual terms. The Company modified $10.5 million of accounts worldwide during the second quarter of 2017, $2.6 million during the fourth quarter of 2016 and $.9 million during the second quarter of 2016 that were 30+ days past due and became current at the time of modification. Had these accounts not been modified and continued to not make payments, the pro forma percentage of retail loan and lease accounts 30+ days past due would have been as follows:
June 30
2017 |
December 31
2016 |
June 30
2016 |
||||||||||
Pro forma percentage of retail loan and lease accounts 30+ days past due: |
||||||||||||
U.S. and Canada |
.2 | % | .3 | % | .3 | % | ||||||
Europe |
.9 | % | .5 | % | .8 | % | ||||||
Mexico, Australia and other |
3.1 | % | 2.0 | % | 2.5 | % | ||||||
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|
|
|
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Worldwide |
.8 | % | .6 | % | .7 | % | ||||||
|
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|
Modifications of accounts in prior quarters that were more than 30 days past due at the time of modification are included in past dues if they were not performing under the modified terms at June 30, 2017, December 31, 2016 and June 30, 2016. The effect on the allowance for credit losses from such modifications was not significant at June 30, 2017, December 31, 2016 and June 30, 2016.
The Companys annualized pre-tax return on average earning assets for Financial Services was 2.2% for the second quarter of 2016 and 2.1% for the first six months of 2017, compared to 2.7% for the same periods in 2016.
- 45 -
PACCAR Inc Form 10-Q
Other
Other includes the winch business as well as sales, income and expenses not attributable to a reportable segment, including the EC charge and a portion of corporate expense. Other sales represent less than 1% of consolidated net sales and revenues for both the second quarter and first half of 2017 and 2016. Other SG&A of $11.5 million for the second quarter of 2017 was comparable to $10.9 million for the second quarter of 2016. For the first half, other SG&A of $24.5 million in 2017 was comparable to $24.4 million in 2016.
For the second quarter, other income (loss) before tax was a loss of $8.8 million in 2017 compared to income of $99.7 million in 2016, reflecting the favorable $109.6 million adjustment to the EC charge in the second quarter of 2016. For the first six months, other income (loss) before tax was a loss of $19.4 million in 2017 compared to a loss of $854.6 million in 2016. The lower loss in 2017 was primarily due to the $833.0 million EC charge in the first half of 2016.
Investment income for the second quarter increased to $8.7 million in 2017 from $6.4 million in 2016, and for the first six months, investment income increased to $16.8 million in 2017 from $12.1 million in 2016. The higher investment income in the second quarter and first six months of 2017 was primarily due to higher yields on investments due to higher market interest rates in the U.S., partially offset by lower average portfolio balances.
Income Taxes
The effective tax rate for the second quarter of 2017 was 30.8% compared to 25.5% for the second quarter of 2016, and the effective tax rate for the first half of 2017 was 30.8% compared to 152.3% in the same period of 2016. Substantially all of the difference in tax rates for both periods was due to the non-taxable favorable $109.6 million adjustment to the EC charge in the second quarter of 2016 and the non-deductible expense of $833.0 million for the EC charge in the first half of 2016.
($ in millions) |
Three Months Ended
June 30 |
Six Months Ended
June 30 |
||||||||||||||
2017 | 2016 | 2017 | 2016 | |||||||||||||
Domestic income before taxes |
$ | 351.8 | $ | 327.9 | $ | 610.9 | $ | 641.1 | ||||||||
Foreign income (loss) before taxes |
187.2 | 318.3 | 376.3 | (424.5 | ) | |||||||||||
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|
|
|||||||||
Total income before taxes |
$ | 539.0 | $ | 646.2 | $ | 987.2 | $ | 216.6 | ||||||||
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|
|||||||||
Domestic pre-tax return on revenues |
13.2 | % | 13.3 | % | 12.4 | % | 13.1 | % | ||||||||
Foreign pre-tax return on revenues |
9.2 | % | 16.3 | % | 9.4 | % | (11.1 | )% | ||||||||
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|
|
|
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|
|
|||||||||
Total pre-tax return on revenues |
11.5 | % | 14.6 | % | 11.0 | % | 2.5 | % | ||||||||
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|
|
|
For the second quarter of 2017, the increase in domestic income before income taxes was primarily due to higher revenues from truck and parts operations. The decline in income before income taxes and return on revenues for foreign operations was primarily due to the favorable $109.6 million adjustment to the EC charge in the second quarter of 2016.
For the first half of 2017, the decrease in income before income taxes and return on revenues for domestic operations was primarily due to lower revenues from truck operations. In the first half of 2016, the EC charge of $833.0 million resulted in a loss before income taxes and a negative return on revenues for foreign operations. Excluding the 2016 EC charge, foreign operations income before income taxes and return on revenues decreased in the first half of 2017 primarily due to lower margins from Europe and Mexico truck operations.
- 46 -
PACCAR Inc Form 10-Q
LIQUIDITY AND CAPITAL RESOURCES:
($ in millions) |
June 30
2017 |
December 31
2016 |
||||||
Cash and cash equivalents |
$ | 1,879.8 | $ | 1,915.7 | ||||
Marketable debt securities |
1,244.6 | 1,140.9 | ||||||
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|||||
$ | 3,124.4 | $ | 3,056.6 | |||||
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The Companys total cash and marketable debt securities at June 30, 2017 increased $67.8 million from the balances at December 31, 2016, due to an increase in marketable debt securities, partially offset by a decrease in cash and cash equivalents.
The change in cash and cash equivalents is summarized below:
($ in millions) Six Months Ended June 30, |
2017 | 2016 | ||||||
Operating activities: |
||||||||
Net income (loss) |
$ | 683.3 | $ | (113.3 | ) | |||
Net income items not affecting cash |
532.1 | 498.9 | ||||||
European Commission charge |
833.0 | |||||||
Changes in operating assets and liabilities, net |
(30.2 | ) | 430.8 | |||||
|
|
|
|
|||||
Net cash provided by operating activities |
1,185.2 | 1,649.4 | ||||||
Net cash used in investing activities |
(770.3 | ) | (786.1 | ) | ||||
Net cash used in financing activities |
(507.8 | ) | (841.8 | ) | ||||
Effect of exchange rate changes on cash |
57.0 | 27.0 | ||||||
|
|
|
|
|||||
Net (decrease) increase in cash and cash equivalents |
(35.9 | ) | 48.5 | |||||
Cash and cash equivalents at beginning of period |
1,915.7 | 2,016.4 | ||||||
|
|
|
|
|||||
Cash and cash equivalents at end of period |
$ | 1,879.8 | $ | 2,064.9 | ||||
|
|
|
|
Operating activities: Cash provided by operations decreased by $464.2 million to $1,185.2 million in the first half of 2017 from $1,649.4 million in 2016. The net loss in 2016 reflects the EC non-cash charge of $833.0 million, compared to net income of $683.3 million in 2017. In addition, lower cash from operations reflects $402.0 million from Financial Services segment wholesale receivables, as originations exceeded cash receipts in the first half of 2017 ($176.0 million) compared to cash receipts exceeding originations in 2016 ($226.0 million). In addition, lower cash from operations reflects a higher cash usage of $209.5 million from accounts receivable as sales and services exceeded cash receipts. These outflows were partially offset by a higher cash inflow of $196.9 million from accounts payable and accrued expenses as purchases of goods and services exceeded payments.
Investing activities: Cash used in investing activities decreased by $15.8 million to $770.3 million in the first half of 2017 from $786.1 million in 2016. Lower net cash used in investing activities reflects less net originations of $104.3 million from retail loans and direct financing leases. This was offset by $104.8 million in marketable debt securities as there was $76.3 million in net purchases of marketable debt securities in 2017 compared to $28.5 million in net proceeds from sales of marketable debt securities in 2016.
Financing activities: Cash used in financing activities decreased by $334.0 million to $507.8 million for the first half of 2017 from $841.8 million in 2016. The Company paid $382.5 million in dividends in the first half of 2017 compared to $661.0 million in 2016; the decrease of $278.5 million was primarily due to a lower 2016 special dividend paid in January 2017. In the first half of 2016, the Company repurchased 1.1 million shares of common stock for $56.3 million, and there were no stock repurchases in 2017. In the first half of 2017, the Company issued $959.8 million of term debt, increased its outstanding commercial paper and short-term bank loans by $336.9 million and repaid term debt of $1.44 billion. In the first half of 2016, the Company issued $1.37 billion of term debt, repaid term debt of $1.11 billion and reduced its outstanding commercial paper and short-term bank loans by $389.2 million. This resulted in cash used in borrowing activities of $144.1 million in the first half of 2017, $12.2 million higher than the cash used in borrowing activities of $131.9 million in 2016.
- 47 -
PACCAR Inc Form 10-Q
Credit Lines and Other
The Company has line of credit arrangements of $3.49 billion, of which $3.27 billion were unused at June 30, 2017. Included in these arrangements are $3.0 billion of syndicated bank facilities, of which $1.0 billion expires in June 2018, $1.0 billion expires in June 2021 and $1.0 billion expires in June 2022. The Company intends to extend or replace these credit facilities on or before expiration to maintain facilities of similar amounts and duration. These credit facilities are maintained primarily to provide backup liquidity for commercial paper borrowings and maturing medium-term notes. There were no borrowings under the syndicated bank facilities for the six months ended June 30, 2017.
On September 23, 2015, PACCARs Board of Directors approved the repurchase of up to $300.0 million of the Companys common stock, and as of June 30, 2017, $206.7 million of shares have been repurchased pursuant to the 2015 authorization.
Truck, Parts and Other
The Company provides funding for working capital, capital expenditures, R&D, 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.
Investments for property, plant and equipment in the first half of 2017 increased to $157.4 million from $151.5 million for the same period of 2016, primarily due to higher investments by DAF in Europe. Over the past decade, the Companys combined investments in worldwide capital projects and R&D totaled $6.16 billion, and have significantly increased the operating capacity and efficiency of its facilities and enhanced the quality and operating efficiency of the Companys premium products.
In 2017, capital investments are expected to be $375 to $425 million, and R&D is expected to be $250 to $270 million. The Company is investing for future growth in PACCARs new truck models, integrated powertrain, advanced driver assistance and truck connectivity technologies, and additional capacity and operating efficiency of the Companys manufacturing and parts distribution facilities.
The Company conducts business in certain countries which have been experiencing or may experience significant financial stress, fiscal or political strain and are subject to the corresponding potential for default. The Company routinely monitors its financial exposure to global financial conditions, global counterparties and operating environments. As of June 30, 2017, the Companys exposures in such countries were insignificant.
Financial Services
The Company funds its financial services activities primarily from collections on existing finance receivables and borrowings in the capital markets. The primary sources of borrowings in the capital markets are commercial paper and medium-term notes issued in the public markets and, to a lesser extent, bank loans. An additional source of funds is loans from other PACCAR companies.
The Company issues commercial paper for a portion of its funding in its Financial Services segment. Some of this commercial paper is converted to fixed interest rate debt through the use of interest-rate swaps, which are used to manage interest-rate risk.
In November 2015, the Companys U.S. finance subsidiary, PACCAR Financial Corp. (PFC), filed a shelf registration under the Securities Act of 1933. The total amount of medium-term notes outstanding for PFC as of June 30, 2017 was $4.15 billion. The registration expires in November 2018 and does not limit the principal amount of debt securities that may be issued during that period.
As of June 30, 2017, the Companys European finance subsidiary, PACCAR Financial Europe, had 1.22 billion available for issuance under a 2.50 billion medium-term note program listed on the Professional Securities Market of the London Stock Exchange. This program replaced an expiring program in the second quarter of 2017 and is renewable annually through the filing of new listing particulars.
- 48 -
PACCAR Inc Form 10-Q
In April 2016, PACCAR Financial Mexico registered a 10.00 billion peso medium-term note and commercial paper program with the Comision Nacional Bancaria y de Valores. The registration expires in April 2021 and limits the amount of commercial paper (up to one year) to 5.00 billion pesos. At June 30, 2016, 7.40 billion pesos were available for issuance.
In the event of a future significant disruption in the financial markets, the Company may not be able to issue replacement commercial paper. As a result, the Company is exposed to liquidity risk from the shorter maturity of short-term borrowings paid to lenders compared to the longer timing of receivable collections from customers. The Company believes its cash balances and investments, collections on existing finance receivables, syndicated bank lines and current investment-grade credit ratings of A+/A1 will continue to provide it with sufficient resources and access to capital markets at competitive interest rates and therefore contribute to the Company maintaining its liquidity and financial stability. A decrease in these credit ratings could negatively impact the Companys ability to access capital markets at competitive interest rates and the Companys ability to maintain liquidity and financial stability. PACCAR believes its Financial Services companies will be able to continue funding receivables, servicing debt and paying dividends through internally generated funds, access to public and private debt markets and lines of credit.
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES:
This Form 10-Q includes adjusted net income (non-GAAP) and adjusted net income per diluted share (non-GAAP), which are financial measures that are not in accordance with U.S. generally accepted accounting principles (GAAP), since they exclude the non-recurring EC charge in 2016. These measures differ from the most directly comparable measures calculated in accordance with GAAP and may not be comparable to similarly titled non-GAAP financial measures used by other companies. In addition, this Form 10-Q includes the financial ratios noted below calculated based on non-GAAP measures.
Management utilizes these non-GAAP measures to evaluate the Companys performance and believes these measures allow investors and management to evaluate operating trends by excluding a significant non-recurring charge that is not representative of underlying operating trends. Reconciliations from the most directly comparable GAAP measures to adjusted non-GAAP measures are as follows:
- 49 -
PACCAR Inc Form 10-Q
FORWARD-LOOKING STATEMENTS:
This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements relating to future results of operations or financial position and any other statement that does not relate to any historical or current fact. Such statements are based on currently available operating, financial and other information and 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 liquidity in the capital markets; fluctuations in interest rates; changes in the levels of the Financial Services segment new business volume due to unit fluctuations in new PACCAR truck sales or reduced market shares; changes affecting the profitability of truck owners and operators; price changes impacting truck sales prices and residual values; 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. A more detailed description of these and other risks is included under the heading Part 1, Item 1A, Risk Factors in the Companys Annual Report on Form 10-K for the year ended December 31, 2016.
- 50 -
PACCAR Inc Form 10-Q
ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
There were no material changes in the Companys market risk during the six months ended June 30, 2017. For additional information, refer to Item 7A as presented in the 2016 Annual Report on Form 10-K.
ITEM 4. | CONTROLS AND PROCEDURES |
The Companys management, with the participation of the Principal Executive Officer and Principal Financial Officer, conducted an evaluation of the effectiveness of the Companys disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) as of the period covered by this report. Based on that evaluation, the Principal Executive Officer and Principal Financial Officer concluded that the Companys disclosure controls and procedures were effective as of the end of the period covered by this report.
There have been no significant changes in the Companys internal controls over financial reporting that occurred during the fiscal quarter covered by this quarterly report that have materially affected, or are reasonably likely to materially affect, the Companys internal control over financial reporting.
For Items 3, 4 and 5, there was no reportable information for the six months ended June 30, 2017.
ITEM 1. | 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 Companys business or financial condition.
ITEM 1A. | RISK FACTORS |
For information regarding risk factors, refer to Part I, Item 1A as presented in the 2016 Annual Report on Form 10-K. There have been no material changes in the Companys risk factors during the six months ended June 30, 2017.
ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
For Items 2(a) and (b), there was no reportable information for the six months ended June 30, 2017.
(c) | Issuer purchases of equity securities. |
On September 23, 2015, the Companys Board of Directors approved a plan to repurchase up to $300 million of the Companys outstanding common stock. As of June 30, 2017, the Company has repurchased 4.1 million shares for $206.7 million under this plan. There were no repurchases made under this plan during the second quarter of 2017.
ITEM 6. | EXHIBITS |
Any exhibits filed herewith are listed in the accompanying index to exhibits.
- 51 -
PACCAR Inc Form 10-Q
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
PACCAR Inc |
||||||||
(Registrant) | ||||||||
Date |
August 4, 2017 |
By |
/s/ M. T. Barkley |
|||||
M. T. Barkley | ||||||||
Senior Vice President and Controller | ||||||||
(Authorized Officer and Chief Accounting Officer) |
- 52 -
PACCAR Inc Form 10-Q
Exhibit (in order of assigned index numbers)
Exhibit
|
Exhibit Description |
Form |
Date of First
Filing |
Exhibit
Number |
File Number | |||||||
(3) (i) | Articles of Incorporation: | |||||||||||
Amended and Restated Certificate of Incorporation of PACCAR Inc | 10-Q | May 4, 2016 | 3(i) | 001-14817 | ||||||||
(ii) | Bylaws: | |||||||||||
(a) | Fourth Amended and Restated Bylaws of PACCAR Inc | 8-K | April 29, 2016 | 3(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-3 | November 20, 2009 | 4.1 | 333-163273 | |||||||
(b) | Forms of Medium-Term Note, Series N (PACCAR Financial Corp.) | S-3 | November 7, 2012 | 4.2 and 4.3 | 333-184808 | |||||||
(c) | Forms of Medium-Term Note, Series O (PACCAR Financial Corp.) | S-3 | November 5, 2015 | 4.2 and 4.3 | 333-207838 | |||||||
(d) | Form of InterNotes, Series C (PACCAR Financial Corp.) | S-3 | November 5, 2015 | 4.4 | 333-207838 | |||||||
(e) | Terms and Conditions of the Notes applicable to the 1,500,000,000 Medium Term Note Programme of PACCAR Financial Europe B.V. set forth in the Base Prospectus dated May 9, 2014 | 10-Q | November 6, 2014 | 4(h) | 001-14817 | |||||||
(f) | Terms and Conditions of the Notes applicable to the 1,500,000,000 Medium Term Note Programme of PACCAR Financial Europe B.V. set forth in the Listing Particulars dated May 11, 2015 | 10-Q | August 6, 2015 | 4(g) | 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 Listing Particulars dated May 9, 2016 | 10-K | February 21, 2017 | 4(i) | 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 Listing Particulars dated May 10, 2017* | |||||||||||
** | 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 Companys total assets. The Company will file copies of such instruments upon request of the Commission. |
- 53 -
PACCAR Inc Form 10-Q
- 54 -
PACCAR Inc Form 10-Q
* | filed herewith |
- 55 -
Exhibit 4(h)
TERMS AND CONDITIONS OF THE NOTES
The following is the text of the terms and conditions which, as completed by the relevant Pricing Supplement, will be endorsed on each Note in definitive form issued under the Programme. The terms and conditions applicable to any Note in global form will differ from those terms and conditions which would apply to the Note were it in definitive form to the extent described under Summary of Provisions Relating to the Notes while in Global Form below. All capitalized terms that are not defined in the terms and conditions shall have the meanings given to them in the relevant Pricing Supplement. References in the terms and conditions to Notes are to the Notes of one Series only, not to all Notes that may be issued under the Programme.
1. | Introduction |
(a) | Programme : PACCAR Financial Europe B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands, having its corporate seat at Eindhoven (the Issuer ) has established a Euro Medium Term Note Programme (the Programme ) for the issuance of up to 2,500,000,000 in aggregate principal amount of notes (the Notes ). |
(b) | Pricing Supplement : Notes issued under the Programme are issued in series (each a Series ) and each Series may comprise one or more tranches (each a Tranche ) of Notes. Each Tranche is the subject of a Pricing Supplement (the Pricing Supplement ) which completes these Conditions. The terms and conditions applicable to any particular Tranche of Notes are these Conditions as completed by the relevant Pricing Supplement. |
(c) | Agency Agreement : The Notes are the subject of and issued pursuant to an amended and restated agency agreement dated 11 May 2015 (the Agency Agreement ) between the Issuer and Citibank, N.A., London Branch as fiscal agent (the Fiscal Agent , which expression includes any successor fiscal agent appointed from time to time in connection with the Notes) and the paying agents named therein (together with the Fiscal Agent, the Paying Agents, which expression includes any successor or additional paying agents appointed from time to time in connection with the Notes) and with the benefit of a deed of covenant executed by the Issuer dated 11 May 2015 (the Deed of Covenant ) in relation to the Notes. |
(d) | The Notes : All subsequent references in these Conditions to Notes are to the Notes that are the subject of the relevant Pricing Supplement. Copies of the relevant Pricing Supplement are available during normal business hours at the Specified Office of the Fiscal Agent or at the office of the Paying Agent in London, the initial Specified Offices of which are set out below. |
(e) | Summaries : Certain provisions of these Conditions are summaries of the Agency Agreement and are subject to their detailed provisions. The holders of the Notes (the Noteholders ) and the holders of the related interest coupons, if any, (the Couponholders and the Coupons , respectively) are bound by, and are deemed to have notice of, all the provisions of the Agency Agreement applicable to them. Copies of the Agency Agreement and the Deed of Covenant are available for inspection during normal business hours at the Specified Offices of each of the Paying Agents, the initial Specified Offices of which are set out below. |
2. | Interpretation |
(a) | Definitions : In these Conditions the following expressions have the following meanings: |
Accrual Yield means the amount as specified in the relevant Pricing Supplement;
Additional Business Centre(s) means the city or cities specified as such in the relevant Pricing Supplement;
Additional Financial Centre(s) means the city or cities specified as such in the relevant Pricing Supplement;
Business Day means:
(i) | in relation to any sum payable in euro, a TARGET Settlement Day and a day on which commercial banks and foreign exchange markets settle payments generally in each (if any) Additional Business Centre; and |
(ii) | in relation to any sum payable in a currency other than euro, a day on which commercial banks and foreign exchange markets settle payments generally in London, in the Principal Financial Centre of the relevant currency and in each (if any) Additional Business Centre; |
Business Day Convention means, in relation to any particular date, the business day convention specified in the relevant Pricing Supplement and, if so specified in the relevant Pricing Supplement, may have different meanings in relation to different dates and, in this context, the following expressions shall have the following meanings:
(i) | Following Business Day Convention means that the relevant date shall be postponed to the first following day that is a Business Day; |
(ii) Modified Following Business Day Convention or Modified Business Day Convention means that the relevant date shall be postponed to the first following day that is a Business Day unless that day falls in the next calendar month in which case that date will be the first preceding day that is a Business Day;
(iii) | Preceding Business Day Convention means that the relevant date shall be brought forward to the first preceding day that is a Business Day; |
(iv) | FRN Convention , Floating Rate Convention or Eurodollar Convention means that each relevant date shall be the date which numerically corresponds to the preceding such date in the calendar month which is the number of months specified in the relevant Pricing Supplement as the Specified Period after the calendar month in which the preceding such date occurred provided, however, that: |
(A) | if there is no such numerically corresponding day in the calendar month in which any such date should occur, then such date will be the last day which is a Business Day in that calendar month; |
(B) | if any such date would otherwise fall on a day which is not a Business Day, then such date will be the first following day which is a Business Day unless that day falls in the next calendar month, in which case it will be the first preceding day which is a Business Day; and |
(C) | if the preceding such date occurred on the last day in a calendar month which was a Business Day, then all subsequent such dates will be the last day which is a Business Day in the calendar month which is the specified number of months after the calendar month in which the preceding such date occurred; and |
(v) | No Adjustment means that the relevant date shall not be adjusted in accordance with any Business Day Convention; |
Calculation Agent means the Fiscal Agent or such other Person specified in the relevant Pricing Supplement as the party responsible for calculating the Rate(s) of Interest and Interest Amount(s) and/or such other amount(s) as may be specified in the relevant Pricing Supplement;
Calculation Amount means the amount specified in the relevant Pricing Supplement;
Consolidated Assets means the aggregate amount of assets (less applicable reserves for depreciation, amortization, unearned finance charges, allowance for credit losses and other properly deductible items) after deducting therefrom all goodwill, trade names, trademarks, patents, organization expenses and other like intangibles, all as set forth on the most recent balance sheet of the Issuer and its Subsidiaries and computed in accordance with generally accepted accounting principles;
Coupon Sheet means, in respect of a Note, a coupon sheet relating to the Note;
Day Count Fraction means, in respect of the calculation of an amount for any period of time (the Calculation Period ), such day count fraction as may be specified in these Conditions or the relevant Pricing Supplement and:
(i) | if Actual/Actual (ICMA ) is so specified, means: |
(a) | where the Calculation Period is equal to or shorter than the Regular Period during which it falls, the actual number of days in the Calculation Period divided by the product of (1) the actual number of days in such Regular Period and (2) the number of Regular Periods in any year; and |
(b) | where the Calculation Period is longer than one Regular Period, the sum of: |
(A) | the actual number of days in such Calculation Period falling in the Regular Period in which it begins divided by the product of (1) the actual number of days in such Regular Period and (2) the number of Regular Periods in any year; and |
(B) | the actual number of days in such Calculation Period falling in the next Regular Period divided by the product of (a) the actual number of days in such Regular Period and (2) the number of Regular Periods in any year; |
(ii) | if Actual/365 or Actual/Actual (ISDA) is so specified, means the actual number of days in the Calculation Period divided by 365 (or, if any portion of the Calculation Period falls in a leap year, the sum of (A) the actual number of days in that portion of the Calculation Period falling in a leap year divided by 366 and (B) the actual number of days in that portion of the Calculation Period falling in a non-leap year divided by 365); |
(iii) | if Actual/365 (Fixed) is so specified, means the actual number of days in the Calculation Period divided by 365; |
(iv) | if Sterling/FRN is so specified, means the actual number of days in the Interest Period divided by 365 or, in the case of an Interest Payment Date falling in a leap year, 366; |
(v) | if Actual/360 is so specified, means the actual number of days in the Calculation Period divided by 360; |
(vi) | if 30/360 is so specified, means the number of days in the Calculation Period divided by 360 (the number of days to be calculated on the basis of a year of 360 days with 12 30-day months (unless (i) the last day of the Calculation Period is the 31st day of a month but the first day of the Calculation Period is a day other than the 30th or 31st day of a month, in which case the month that includes that last day shall not be considered to be shortened to a 30-day month, or (ii) the last day of the Calculation Period is the last day of the month of February, in which case the month of February shall not be considered to be lengthened to a 30-day month)); and |
(vii) | if 30E/360 or Eurobond Basis is so specified means, the number of days in the Calculation Period divided by 360 (the number of days to be calculated on the basis of a year of 360 days with 12 30-day months, without regard to the date of the first day or last day of the Calculation Period unless, in the case of the final Calculation Period, the date of final maturity is the last day of the month of February, in which case the month of February shall not be considered to be lengthened to a 30-day month); |
Early Redemption Amount (Tax) means, in respect of any Note, its principal amount or such other amount as may be specified in the relevant Pricing Supplement;
Early Termination Amount means, in respect of any Note, its principal amount or such other amount as may be specified in the Pricing Supplement and/or determined in accordance with these Conditions;
EURIBOR means, in respect of any specified currency and any specified period, the interest rate benchmark known as the Euro zone interbank offered rate which is calculated and published by a designated distributor (currently Thomson Reuters) in accordance with the requirements from time to time of the European Banking Federation (or any other person which takes over administration for that rate) based on estimated interbank borrowing rates for a number of designated currencies and maturities which are provided, in respect of each such currency, by a panel of contributor banks (details of historic EURIBOR rates can be obtained from the designated distributor);
Extraordinary Resolution has the meaning given in the Agency Agreement;
Final Redemption Amount means, in respect of any Note, its principal amount or such other amount as may be specified in the relevant Pricing Supplement;
First Interest Payment Date means the date specified in the relevant Pricing Supplement;
Fixed Coupon Amount means the amount specified in the relevant Pricing Supplement;
Indebtedness means any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any indebtedness for money borrowed by the Issuer;
Interest Amount means, in relation to a Note and an Interest Period, the amount of interest payable in respect of that Note for that Interest Period;
Interest Commencement Date means the Issue Date of the Notes or such other date as may be specified as the Interest Commencement Date in the relevant Pricing Supplement;
Interest Determination Date means the date specified in the relevant Pricing Supplement;
Interest Payment Date means the First Interest Payment Date and any other date or dates specified as such in the relevant Pricing Supplement and, if a Business Day Convention is specified in the relevant Pricing Supplement:
(i) | as the same may be adjusted in accordance with the relevant Business Day Convention; or |
(ii) | if the Business Day Convention is the FRN Convention, Floating Rate Convention or Eurodollar Convention and an interval of a number of calendar months is specified in the relevant Pricing Supplement as being the Specified Period, each of such dates as may occur in accordance with the FRN Convention, Floating Rate Convention or Eurodollar Convention at such Specified Period of calendar months following the Interest Commencement Date (in the case of the First Interest Payment Date) or the previous Interest Payment Date (in any other case); |
Interest Period means each period beginning on (and including) the Interest Commencement Date or any Interest Payment Date and ending on (but excluding) the next Interest Payment Date;
ISDA Definitions means the 2006 ISDA Definitions (as amended and updated as at the date of issue of the first Tranche of the Notes of the relevant Series (as specified in the relevant Pricing Supplement) as published by the International Swaps and Derivatives Association, Inc.) or, if so specified in the relevant Pricing Supplement, the 2000 ISDA Definitions (as amended and updated as at the date of issue of the first Tranche of the Notes of the relevant Series (as specified in the relevant Pricing Supplement) as published by the International Swaps and Derivatives Association, Inc.);
Issue Date means the date specified in the relevant Pricing Supplement;
LIBOR means, in respect of any specified currency and any specified period, the interest rate benchmark known as the London interbank offered rate which is calculated and published by a designated distributor (currently Thomson Reuters) in accordance with the requirements from time to time of ICE Benchmark Administration Limited (or any other person which takes over the administration of that rate) based on estimated interbank borrowing rates for a number of designated currencies and maturities which are provided, in respect of each such currency, by a panel of contributor banks (details of historic LIBOR rates can be obtained from the designated distributor);
Liens means any interest in Property securing an obligation owed to, or a claim by, a Person other than the owner of the Property, including but not limited to a security interest arising from a mortgage, encumbrance, pledge, conditional sale or trust receipt, or a lease, consignment or bailment for security purposes. For the purposes of this definition, a Person shall be deemed to be the owner of any Property which it has or holds subject to a conditional sale arrangement, financing lease or other arrangement pursuant to which title to the Property has been retained by or is vested in some other Person for security purposes;
Margin means the margin specified in the relevant Pricing Supplement;
Maturity Date means the date specified in the relevant Pricing Supplement;
Maximum Redemption Amount means the amount specified in the relevant Pricing Supplement;
Minimum Redemption Amount means the amount specified in the relevant Pricing Supplement;
Optional Redemption Amount (Call) means, in respect of any Note, its principal amount or such other amount as may be specified in the relevant Pricing Supplement;
Optional Redemption Amount (Put) means, in respect of any Note, its principal amount or such other amount as may be specified in the relevant Pricing Supplement;
Optional Redemption Date (Call) means the date specified in the relevant Pricing Supplement;
Optional Redemption Date (Put) means the date specified in the relevant Pricing Supplement;
Participating Member State means a Member State of the European Union that adopts the euro as its lawful currency in accordance with the Treaty;
Payment Business Day means:
(i) | if the currency of payment is euro, any day which is: |
(A) | a day on which banks in the relevant place of presentation are open for presentation and payment of bearer debt securities and for dealings in foreign currencies; and |
(B) | in the case of payment by transfer to an account, a TARGET Settlement Day and a day on which dealings in foreign currencies may be carried on in each (if any) Additional Financial Centre; or |
(ii) | if the currency of payment is not euro, any day which is: |
(A) | a day on which banks in the relevant place of presentation are open for presentation and payment of bearer debt securities and for dealings in foreign currencies; and |
(B) | in the case of payment by transfer to an account, a day on which dealings in foreign currencies may be carried on in the Principal Financial Centre of the currency of payment and in each (if any) Additional Financial Centre; |
Person means any individual, company, corporation, firm, partnership, joint venture, association, organization, state or agency of a state or other entity, whether or not having separate legal personality;
Principal Financial Centre means, in relation to any currency, the principal financial centre for that currency provided, however, that in relation to euro, it means the principal financial centre of such Member State of the European Union as is selected (in the case of a payment) by the payee or (in the case of a calculation) by the Calculation Agent;
Property means any kind of property or asset, whether real, personal or mixed, tangible or intangible;
Put Option Notice means a notice that must be delivered to a Paying Agent by any Noteholder wanting to exercise a right to redeem a Note at the option of the Noteholder;
Put Option Receipt means a receipt issued by a Paying Agent to a depositing Noteholder upon deposit of a Note with such Paying Agent by any Noteholder wanting to exercise a right to redeem a Note at the option of the Noteholder;
Rate of Interest means the rate or rates (expressed as a percentage per annum) of interest payable in respect of the Notes specified in the relevant Pricing Supplement and/or calculated or determined in accordance with the provisions of these Conditions;
Redemption Amount means, as appropriate, the Final Redemption Amount, the Early Redemption Amount (Tax), the Optional Redemption Amount (Call), the Optional Redemption Amount (Put), the Early Termination Amount or such other amount in the nature of a redemption amount as may be specified in the relevant Pricing Supplement;
Reference Banks means the reference banks specified in the relevant Pricing Supplement or, if none, four major banks selected by the Calculation Agent in the market that is most closely connected with the Reference Rate;
Reference Price means the reference price specified in the relevant Pricing Supplement;
Reference Rate means EURIBOR or LIBOR as specified in the relevant Pricing Supplement in respect of the currency and period specified in the relevant Pricing Supplement;
Regular Period means:
(i) | in the case of Notes where interest is scheduled to be paid only by means of regular payments, each period from and including the Interest Commencement Date to but excluding the First Interest Payment Date and each successive period from and including one Interest Payment Date to but excluding the next Interest Payment Date; |
(ii) | in the case of Notes where, apart from the first Interest Period, interest is scheduled to be paid only by means of regular payments, each period from and including a Regular Date falling in any year to but excluding the next Regular Date, where Regular Date means the day and month (but not the year) on which any Interest Payment Date falls; and |
(iii) | in the case of Notes where, apart from one Interest Period other than the first Interest Period, interest is scheduled to be paid only by means of regular payments, each period from and including a Regular Date falling in any year to but excluding the next Regular Date, where Regular Date means the day and month (but not the year) on which any Interest Payment Date falls other than the Interest Payment Date falling at the end of the irregular Interest Period; |
Relevant Date means, in relation to any payment, whichever is the later of (a) the date on which the payment in question first becomes due and (b) if the full amount payable has not been received in the Principal Financial Centre of the currency of payment by the Fiscal Agent on or prior to such due date, the date on which (the full amount having been so received) notice to that effect has been given to the Noteholders;
Relevant Financial Centre means the relevant financial centre specified in the relevant Pricing Supplement;
Relevant Screen Page means the page, section or other part of a particular information service (including, without limitation, the Reuter Money 3000 Service) specified as the Relevant Screen Page in the relevant Pricing Supplement, or such other page, section or other part as may replace it on that information service or such other information service, in each case, as may be nominated by the Person providing or sponsoring the information appearing there for the purpose of displaying rates or prices comparable to the Reference Rate;
Relevant Time means the time specified in the relevant Pricing Supplement;
Reserved Matter means any proposal
(i) | to change any date fixed for payment of principal or interest in respect of the Notes, to reduce the amount of principal or interest payable on any date in respect of the Notes, to alter the method of calculating the amount of any payment in respect of the Notes or the date for any such payment; |
(ii) | to effect the exchange or substitution of the Notes for, or the conversation of the Notes into, shares bonds or other obligations or securities of the Issuer or any other Person or body corporate formed or to be formed; |
(iii) | to change the currency in which amounts due in respect of the Notes are payable; |
(iv) | to change the quorum required at any Meeting or the majority required to pass an Extraordinary Resolution; or |
(v) | to amend this definition; |
Restricted Debt when used with respect to the Issuer or any Subsidiary of the Issuer, means any present or future indebtedness for money borrowed evidenced by any note, bond, debenture or other evidence of indebtedness for money borrowed which is, or is capable of being, listed, quoted or traded on any stock exchange or in any securities market (including, without limitation, any over-the counter market), for which the Issuer or such Subsidiary of the Issuer is liable, directly or indirectly, absolutely or contingently. Restricted Debt shall not include any indebtedness for the payment, redemption or satisfaction of which money (or other Property permitted under the instrument creating or evidencing such indebtedness) in the necessary amount shall have been deposited in trust with a trustee or proper depository at or before the maturity or redemption date thereof. For the purposes of this definition, indebtedness for money borrowed shall include, without limitation, obligations created or arising under any conditional sale, financing lease, or other title retention agreement and obligations to pay for Property;
Specified Currency means the currency specified in the relevant Pricing Supplement;
Specified Denomination(s) means the denomination(s) specified in the relevant Pricing Supplement;
Specified Office has the meaning given in the Agency Agreement;
Specified Period means the period specified in the relevant Pricing Supplement;
Subsidiary means, in relation to any Person (the first Person ) at any particular time, any other Person (the second Person ):
(i) | whose affairs and policies the first Person controls or has the power to control, whether by ownership of share capital, contract, the power to appoint or remove members of the governing body of the second Person or otherwise; or |
(ii) | whose financial statements are, in accordance with applicable law and generally accepted accounting principles, consolidated with those of the first Person; |
Talon means a talon for further Coupons;
TARGET2 means the Trans-European Automated Real-Time Gross Settlement Express Transfer payment system which utilizes a single shared platform and which was launched on 19 November 2007;
TARGET Settlement Day means any day on which TARGET2 is open for the settlement of payments in euro;
Treaty means the Treaty on the Functioning of the European Union, as amended; and
Zero Coupon Note means a Note specified as such in the relevant Pricing Supplement.
(b) | Interpretation : In these Conditions: |
(i) | if the Notes are Zero Coupon Notes, references to Coupons and Couponholders are not applicable; |
(ii) | if Talons are specified in the relevant Pricing Supplement as being attached to the Notes at the time of issue, references to Coupons shall be deemed to include references to Talons; |
(iii) | if Talons are not specified in the relevant Pricing Supplement as being attached to the Notes at the time of issue, references to Talons are not applicable; |
(iv) | any reference to principal shall be deemed to include the Redemption Amount, any additional amounts in respect of principal which may be payable under Condition 11 ( Taxation ), any premium payable in respect of a Note and any other amount in the nature of principal payable pursuant to these Conditions; |
(v) | any reference to interest shall be deemed to include any additional amounts in respect of interest which may be payable under Condition 11 ( Taxation ) and any other amount in the nature of interest payable pursuant to these Conditions; |
(vi) | references to Notes being outstanding shall be construed in accordance with the Agency Agreement; |
(vii) | if an expression is stated in Condition 2(a) to have a meaning as specified in the relevant Pricing Supplement, but the relevant Pricing Supplement does not so specify or specifies that such expression is not applicable then such expression is not applicable to the Notes; and |
(viii) | any reference to the Agency Agreement shall be construed as a reference to the Agency Agreement as amended and/or supplemented up to and including the Issue Date of the Notes. |
3. | Form, Denomination and Title |
The Notes are in bearer form in the Specified Denomination(s) with Coupons and, if specified in the relevant Pricing Supplement, Talons attached at the time of issue. In the case of a Series of Notes with more than one Specified Denomination, Notes of one Specified Denomination will not be exchangeable for Notes of another Specified Denomination. The minimum Specified Denomination shall be 1,000 (or its equivalent in any other currency as at the date of issue of the relevant Notes). Title to the Notes and the Coupons will pass by delivery. The holder of any Note or Coupon shall (except as otherwise required by law) be treated as its absolute owner for all purposes (whether or not it is overdue and regardless of any notice of ownership, trust or any other interest therein, any writing thereon or any notice of any previous loss or theft thereof) and no Person shall be liable for so treating such holder. No Person shall have any right to enforce any term or condition of any Note under the Contracts (Rights of Third Parties) Act 1999 .
4. | Status of Notes |
The Notes constitute direct, general, unconditional, unsubordinated and (without prejudice to the provisions of Condition 5 ( Negative Pledge )) unsecured obligations of the Issuer which will at all times rank pari passu among themselves and at least pari passu with all other present and future unsecured and unsubordinated obligations of the Issuer, save for such obligations as may be preferred by provisions of law that are both mandatory and of general application and subject to Condition 5 ( Negative Pledge ).
5. | Negative Pledge |
After the date hereof, the Issuer will not itself, and will not permit any Subsidiary of the Issuer to, create, incur or suffer to exist, any Lien on any Property of the Issuer or any Subsidiary of the Issuer securing any Restricted Debt, without effectively providing that the Notes (together with, if the Issuer shall so determine, any other indebtedness of the Issuer or such Subsidiary then existing or thereafter created) shall be secured equally and rateably with (or, at the option of the Issuer, prior to) such secured Restricted Debt, so long as such secured Restricted Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of all Restricted Debt of the Issuer and its Subsidiaries secured by Liens on Property of the Issuer and its Subsidiaries would not exceed 15 per cent. of Consolidated Assets; provided, however, that this Condition 5 shall not apply to, and there shall be excluded from Restricted Debt secured by Liens in any computation under this Condition 5, Restricted Debt secured only by:
(i) | Liens on Property of, or on any shares of capital stock of, any corporation existing at the time such corporation becomes a Subsidiary of the Issuer; |
(ii) | Liens in favour of the Issuer or any Subsidiary of the Issuer or Liens securing any indebtedness of a Subsidiary to the Issuer or of the Issuer or a Subsidiary to a Subsidiary of the Issuer; |
(iii) | Liens in favour of any governmental body (or surety for any governmental body) to secure progress, advance or other payments pursuant to any contract or provision of any statute or rule of court; |
(iv) | Liens of any other creditors on Property repossessed in the ordinary course of business which comprises collateral security for defaulted indebtedness or additional Liens created on any such Property for the purpose of protecting the interest of the Issuer therein; |
(v) | A bankers Lien or other right of offset in favour of any lender or other holder of Restricted Debt on money deposited with such lender or holder in the ordinary course of business; |
(vi) | Liens on Property and rentals therefrom existing at the time of acquisition thereof, or to secure the payment of all or any part of the purchase price thereof or construction thereon or to secure any Restricted Debt incurred prior to, at the time of, or within 180 days after the later of the acquisition of such Property of the completion of construction for the purpose of financing all or any part of the purchase price thereof or construction thereon; or |
(vii) | Any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Lien referred to in the foregoing clauses (i) through (vi), inclusive; provided, however, that such extension, renewal or replacement Lien shall be limited to all or part of the same Property that secured the Lien extended, renewed or replaced (plus improvements on such Property). |
For purposes of this Condition 5 an acquisition of Property shall include any transaction or Series of transactions by which the Issuer or a Subsidiary of the Issuer acquires, directly or indirectly, an interest, or an additional interest (to the extent thereof), in such Property, including without limitation an acquisition through merger or consolidation with, or an acquisition of an interest in, a Person owning an interest in such Property.
6. | Fixed Rate Note Provisions |
(a) | Application : This Condition 6 (Fixed Rate Note Provisions) is applicable to the Notes only if the Fixed Rate Note Provisions are specified in the relevant Pricing Supplement as being applicable. |
(b) | Accrual of interest : The Notes bear interest from the Interest Commencement Date at the Rate of Interest payable in arrear on each Interest Payment Date, subject as provided in Condition 10 ( Payments ). Each Note will cease to bear interest from the due date for final redemption unless, upon due presentation, payment of the Redemption Amount is improperly withheld or refused, in which case it will continue to bear interest in accordance with this Condition 6 (as well after as before judgment) until whichever is the earlier of (i) the day on which all sums due in respect of such Note up to that day are received by or on behalf of the relevant Noteholder and (ii) the day which is seven days after the Fiscal Agent has notified the Noteholders that it has received all sums due in respect of the Notes up to such seventh day (except to the extent that there is any subsequent default in payment). |
(c) | Fixed Coupon Amount : The amount of interest payable in respect of each Note for any Interest Period shall be the relevant Fixed Coupon Amount and, if the Notes are in more than one Specified Denomination, shall be the relevant Fixed Coupon Amount in respect of the relevant Specified Denomination. |
(d) | Calculation of interest amount : The amount of interest payable in respect of each Note for any period for which a Fixed Coupon Amount is not specified shall be calculated by applying the Rate of Interest to the Calculation Amount, multiplying the product by the relevant Day Count Fraction and rounding the resulting figure to the nearest sub-unit of the Specified Currency (half a sub-unit being rounded upwards) and multiplying such rounded figure by a fraction equal to the Specified Denomination of such Note divided by the Calculation Amount. For this purpose a sub-unit means, in the case of any currency other than euro, the lowest amount of such currency that is available as legal tender in the country of such currency and, in the case of euro, means one cent. |
7. | Floating Rate Note Provisions |
(a) | Application : This Condition 7 ( Floating Rate Note Provisions ) is applicable to the Notes only if the Floating Rate Note Provisions are specified in the relevant Pricing Supplement as being applicable. |
(b) | Accrual of interest : The Notes bear interest from the Interest Commencement Date at the Rate of Interest payable in arrear on each Interest Payment Date, subject as provided in Condition 10 ( Payments ). Each Note will cease to bear interest from the due date for final redemption unless, upon due presentation, payment of the Redemption Amount is improperly withheld or refused, in which case it will continue to bear interest in accordance with this Condition (as well after as before judgment) until whichever is the earlier of (i) the day on which all sums due in respect of such Note up to that day are received by or on behalf of the relevant Noteholder and (ii) the day which is seven days after the Fiscal Agent has notified the Noteholders that it has received all sums due in respect of the Notes up to such seventh day (except to the extent that there is any subsequent default in payment). |
(c) | Screen Rate Determination : If Screen Rate Determination is specified in the relevant Pricing Supplement as the manner in which the Rate(s) of Interest is/are to be determined, the Rate of Interest applicable to the Notes for each Interest Period will be determined by the Calculation Agent on the following basis: |
(i) | if the Reference Rate is a composite quotation or customarily supplied by one entity, the Calculation Agent will determine the Reference Rate which appears on the Relevant Screen Page as of the Relevant Time on the relevant Interest Determination Date; |
(ii) | if Linear Interpolation is specified as applicable in respect of an Interest Period in the applicable Pricing Supplement, the Rate of Interest for such Interest Period shall be calculated by the Calculation Agent by straight-line linear interpolation by reference to two rates which appear on the Relevant Screen Page as of the Relevant Time on the relevant Interest Determination Date, where: |
(A) | one rate shall be determined as if the relevant Interest Period were the period of time for which rates are available next shorter than the length of the relevant Interest Period; and |
(B) | the other rate shall be determined as if the relevant Interest Period were the period of time for which rates are available next longer than the length of the relevant Interest Period; |
provided, however, that if no rate is available for a period of time next shorter or, as the case may be, next longer than the length of the relevant Interest Period, then the Calculation Agent shall determine such rate at such time and by reference to such sources as it determines appropriate;
(iii) | in any other case, the Calculation Agent will determine the arithmetic mean of the Reference Rates which appear on the Relevant Screen Page as of the Relevant Time on the relevant Interest Determination Date; |
(iv) | if, in the case of (i) above, such rate does not appear on that page or, in the case of (ii) above, fewer than two such rates appear on that page or if, in either case, the Relevant Screen Page is unavailable, the Calculation Agent will: |
(A) | request the principal Relevant Financial Centre office of each the Reference Banks to provide a quotation of the Reference Rate at approximately the Relevant Time on the Interest Determination Date to prime banks in the Relevant Financial Centre interbank market in an amount that is representative for a single transaction in that market at that time; and |
(B) | determine the arithmetic mean of such quotations; and |
(v) | if fewer than two such quotations are provided as requested, the Calculation Agent will determine the arithmetic mean of the rates (being the nearest to the Reference Rate, as determined by the Calculation Agent) quoted by major banks in the Principal Financial Centre of the Specified Currency, selected by the Calculation Agent, at approximately 11.00 a.m. (local time in the Principal Financial Centre of the Specified Currency) on the first day of the relevant Interest Period for loans in the Specified Currency to leading European banks for a period equal to the relevant Interest Period and in an amount that is representative for a single transaction in that market at that time, |
and the Rate of Interest for such Interest Period shall be the sum of the Margin and the rate or (as the case may be) the arithmetic mean so determined; provided, however, that if the Calculation Agent is unable to determine a rate or (as the case may be) an arithmetic mean in accordance with the above provisions in relation to any Interest Period, the Rate of Interest applicable to the Notes during such Interest Period will be the sum of the Margin and the rate or (as the case may be) the arithmetic mean last determined in relation to the Notes in respect of a preceding Interest Period.
(d) | ISDA Determination : If ISDA Determination is specified in the relevant Pricing Supplement as the manner in which the Rate(s) of Interest is/are to be determined, the Rate of Interest applicable to the Notes for each Interest Period will be the sum of the Margin and the relevant ISDA Rate where ISDA Rate in relation to any Interest Period means a rate equal to the Floating Rate (as defined in the ISDA Definitions) that would be determined by the Calculation Agent under an interest rate swap transaction if the Calculation Agent were acting as Calculation Agent for that interest rate swap transaction under the terms of an agreement incorporating the ISDA Definitions and under which: |
(i) | the Floating Rate Option (as defined in the ISDA Definitions) is as specified in the relevant Pricing Supplement; |
(ii) | the Designated Maturity (as defined in the ISDA Definitions) is a period specified in the relevant Pricing Supplement; |
(iii) | the relevant Reset Date (as defined in the ISDA Definitions) is either (A) if the relevant Floating Rate Option is based on LIBOR for a currency, the first day of that Interest Period or (B) in any other case, as specified in the relevant Pricing Supplement; and |
(iv) | if Linear Interpolation is specified as applicable in respect of an Interest Period in the applicable Pricing Supplement, the Rate of Interest for such Interest Period shall be calculated by the Calculation Agent by straight-line linear interpolation by reference to two rates based on the relevant Floating Rate Option, where: |
(A) | one rate shall be determined as if the Designated Maturity were the period of time for which rates are available next shorter than the length of the relevant Interest Period; and |
(B) | the other rate shall be determined as if the Designated Maturity were the period of time for which rates are available next longer than the length of the relevant Interest Period |
provided, however, that if there is no rate available for a period of time next shorter than the length of the relevant Interest Period or, as the case may be, next longer than the length of the relevant Interest Period, then the Calculation Agent shall determine such rate at such time and by reference to such sources as it determines appropriate.
(e) | Maximum or Minimum Rate of Interest : If any Maximum Rate of Interest or Minimum Rate of Interest is specified in the relevant Pricing Supplement, then the Rate of Interest shall in no event be greater than the maximum or be less than the minimum so specified. |
(f) | Calculation of Interest Amount : The Calculation Agent will, as soon as practicable after the time at which the Rate of Interest is to be determined in relation to each Interest Period, calculate the Interest Amount payable in respect of each Note for such Interest Period. The Interest Amount will be calculated by applying the Rate of Interest for such Interest Period to the Calculation Amount, multiplying the product by the relevant Day Count Fraction, rounding the resulting figure to the nearest sub-unit of the Specified Currency (half a sub-unit being rounded upwards) and multiplying such rounded figure by a fraction equal to the Specified Denomination of the relevant note divided by the Calculation amount. For this purpose a sub-unit means, in the case of any currency other than euro, the lowest amount of such currency that is available as legal tender in the country of such currency and, in the case of euro, means one cent. |
(g) | Publication : The Calculation Agent will cause each Rate of Interest and Interest Amount determined by it, together with the relevant Interest Payment Date, and any other amount(s) required to be determined by it together with any relevant payment date(s) to be notified to the Paying Agents and the London Stock Exchange as soon as practicable after such determination but (in the case of each Rate of Interest, Interest Amount and Interest Payment Date) in any event not later than the first day of the relevant Interest Period. Notice thereof shall also promptly be given to the Noteholders. The Calculation Agent will be entitled to recalculate any Interest Amount (on the basis of the foregoing provisions) in the event of an extension or shortening of the relevant Interest Period. If the Calculation Amount is less than the minimum Specified Denomination the Calculation Agent shall not be obliged to publish each Interest Amount but instead may publish only the Calculation Amount and the Interest Amount in respect of a Note having the minimum Specified Denomination. |
(h) | Notifications etc. : All notifications, opinions, determinations, certificates, calculations, quotations and decisions given, expressed, made or obtained for the purposes of this Condition by the Calculation Agent will (in the absence of manifest error) be binding on the Issuer, the Paying Agents, the Noteholders and the Couponholders and (subject as aforesaid) no liability to any such Person will attach to the Calculation Agent in connection with the exercise or non-exercise by it of its powers, duties and discretions for such purposes. |
8. | Zero Coupon Note Provisions |
(a) | Application : This Condition 8 ( Zero Coupon Note Provisions ) is applicable to the Notes only if the Zero Coupon Note Provisions are specified in the relevant Pricing Supplement as being applicable. |
(b) | Late payment on Zero Coupon Notes : If the Redemption Amount payable in respect of any Zero Coupon Note is improperly withheld or refused, the Redemption Amount shall thereafter be an amount equal to the sum of: |
(i) | the Reference Price; and |
(ii) | the product of the Accrual Yield (compounded annually) being applied to the Reference Price on the basis of the relevant Day Count Fraction from (and including) the Issue Date to (but excluding) whichever is the earlier of (i) the day on which all sums due in respect of such Note up to that day are received by or on behalf of the relevant Noteholder and (ii) the day which is seven days after the Fiscal Agent has notified the Noteholders that it has received all sums due in respect of the Notes up to such seventh day (except to the extent that there is any subsequent default in payment). |
9. | Redemption and Purchase |
(a) | Scheduled redemption : Unless previously redeemed, or purchased and cancelled, the Notes will be redeemed at their Final Redemption Amount on the Maturity Date, subject as provided in Condition 10 ( Payments ). |
(b) | Redemption for tax reasons : The Notes may be redeemed at the option of the Issuer in whole, but not in part: |
(i) | at any time (if the Floating Rate Note Provisions are specified in the relevant Pricing Supplement as not being applicable); or |
(ii) | on any Interest Payment Date (if the Floating Rate Note Provisions are specified in the relevant Pricing Supplement as being applicable), |
on giving not less than 30 nor more than 60 days notice to the Noteholders (which notice shall be irrevocable), at their Early Redemption Amount (Tax), together with interest accrued (if any) to the date fixed for redemption, if:
(A) | (x) the Issuer has or will become obliged to pay additional amounts as provided or referred to in Condition 11 (Taxation) as a result of any change in, or amendment to, the laws or regulations of The Netherlands or the United States of America or any political subdivision or any authority thereof or therein having power to tax, or any change in the application or official interpretation of such laws or regulations (including a holding by a court of competent jurisdiction), which change or amendment becomes effective on or after the date of issue of the first Tranche of the Notes; and (y) such obligation cannot be avoided by the Issuer taking reasonable measures available to it; or |
(B) | the Issuer shall determine that any payment made outside the United States by the Issuer or any Paying Agents in respect of any Note or Coupon appertaining thereto would, under any present or future laws or regulations of the United States affecting taxation or otherwise, be subject to any certification, information or other reporting requirement of U.S. law or regulation with regard to the nationality, residence or identity of a beneficial owner (other than reporting requirements pursuant to Sections 1471 to 1474 of the Internal Revenue Code, pursuant to any intergovernmental agreement or implementing legislation adopted by another jurisdiction in connection with these provisions of the Internal Revenue Code, or pursuant to any agreement with the U.S. Internal Revenue Service), who is not a U.S. Person, of such instrument or Coupon (other than a requirement that: (x) would not be applicable to a payment made (1) directly to the beneficial owner or (2) to a custodian, nominee or other agent of the beneficial owner; or (y) could be satisfied by the holder, custodian, nominee or other agent certifying that the beneficial owner is not a U.S. Person, provided, however, that in each case referred to in (x)(2) or (y) payment by any such custodian, nominee or agent to the beneficial owner is not otherwise subject to any requirement referred to in this sentence; or (z) would not be applicable to a payment made by at least one paying agent), |
provided, however, that no such notice of redemption shall be given earlier than:
(1) | where the Notes may be redeemed at any time, 90 days prior to the earliest date on which the Issuer would be obliged to pay such additional amounts if a payment in respect of the Notes were then due; or |
(2) | where the Notes may be redeemed only on an Interest Payment Date, 60 days prior to the Interest Payment Date occurring immediately before the earliest date on which the Issuer would be obliged to pay such additional amounts if a payment in respect of the Notes were then due. |
Prior to the publication of any notice of redemption pursuant to this paragraph, the Issuer shall deliver to the Fiscal Agent (A) a certificate signed by two members of the Board of Management of the Issuer stating that the Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Issuer so to redeem have occurred and (B) (in the case of redemption under Condition 9(b)(A)) an opinion of independent legal advisers of recognized standing to the effect that the Issuer has or will become obliged to pay such additional amounts as a result of such change or amendment. Upon the expiry of any such notice as is referred to in this Condition 9(b), the Issuer shall be bound to redeem the Notes in accordance with this Condition 9(b).
(c) | Redemption at the option of the Issuer : If the Call Option is specified in the relevant Pricing Supplement as being applicable, the Notes may be redeemed at the option of the Issuer in whole or, if so specified in the relevant Pricing Supplement, in part on any Optional Redemption Date (Call) at the relevant Optional Redemption Amount (Call) on the Issuer giving not less than 30 nor more than 60 days notice to the Noteholders (which notice shall be irrevocable and shall oblige the Issuer to redeem the Notes or, as the case may be, the Notes specified in such notice on the relevant Optional Redemption Date (Call) at the Optional Redemption Amount (Call) plus accrued interest (if any) to such date). |
(d) | Partial redemption : If the Notes are to be redeemed in part only on any date in accordance with Condition 9(c) ( Redemption at the option of the Issuer ), the Notes to be redeemed shall be selected by the drawing of lots in such place and in such manner as may be fair and reasonable in the circumstances, taking into account prevailing market practices, subject to compliance with applicable law and the rules of the London Stock Exchange and the notice to Noteholders referred to in Condition 9(c) ( Redemption at the option of the Issuer ) shall specify the serial numbers of the Notes so to be redeemed. If any Maximum Redemption Amount or Minimum Redemption Amount is specified in the relevant Pricing Supplement, then the Optional Redemption Amount (Call) shall in no event be greater than the maximum or be less than the minimum so specified. |
(e) | Redemption at the option of Noteholders : If the Put Option is specified in the relevant Pricing Supplement as being applicable, the Issuer shall, at the option of the holder of any Note, redeem such Note on the Optional Redemption Date (Put) specified in the relevant Put Option Notice at the relevant Optional Redemption Amount (Put) together with interest (if any) accrued to such date. In order to exercise the option contained in this Condition 9(e), the holder of a Note must, not less than 30 nor more than 60 days before the relevant Optional Redemption Date (Put), deposit with any Paying Agent such Note together with all unmatured Coupons relating thereto and a duly completed Put Option Notice in the form obtainable from any Paying Agent. The Paying Agent with which a Note is so deposited shall deliver a duly completed Put Option Receipt to the depositing Noteholder. No Note, once deposited with a duly completed Put Option Notice in accordance with this Condition 9(e), may be withdrawn; provided, however, that if, prior to the relevant Optional Redemption Date (Put), any such Note becomes immediately due and payable or, upon due presentation of any such Note on the relevant Optional Redemption Date (Put), payment of the redemption moneys is improperly withheld or refused, the relevant Paying Agent shall mail notification thereof to the depositing Noteholder at such address as may have been given by such Noteholder in the relevant Put Option Notice and shall hold such Note at its Specified Office for collection by the depositing Noteholder against surrender of the relevant Put Option Receipt. For so long as any outstanding Note is held by a Paying Agent in accordance with this Condition 9(e), the depositor of such Note and not such Paying Agent shall be deemed to be the holder of such Note for all purposes. |
(f) | No other redemption : The Issuer shall not be entitled to redeem the Notes otherwise than as provided in paragraphs (a) to (e) above. |
(g) | Early redemption of Zero Coupon Notes : Unless otherwise specified in the relevant Pricing Supplement, the Redemption Amount payable on redemption of a Zero Coupon Note at any time before the Maturity Date shall be an amount equal to the sum of: |
(i) | the Reference Price; and |
(ii) | the product of the Accrual Yield (compounded annually) being applied to the Reference Price from (and including) the Issue Date to (but excluding) the date fixed for redemption or (as the case may be) the date upon which the Note becomes due and payable. |
Where such calculation is to be made for a period which is not a whole number of years, the calculation in respect of the period of less than a full year shall be made on the basis of such Day Count Fraction as may be specified in the Pricing Supplement for the purposes of this Condition 9(g) or, if none is so specified, a Day Count Fraction of 30E/360.
(h) | Purchase : The Issuer or any of its Subsidiaries may at any time purchase Notes in the open market or otherwise and at any price, provided that all unmatured Coupons are purchased therewith. |
(i) | Cancellation : All Notes so redeemed or purchased by the Issuer or any of its Subsidiaries and any unmatured Coupons attached to or surrendered with them shall be cancelled and may not be reissued or resold. |
10. | Payments |
(a) | Principal : Payments of principal shall be made only against presentation and (provided that payment is made in full) surrender of Notes at the Specified Office of any Paying Agent outside the United States by cheque drawn in the currency in which the payment is due on, or by transfer to an account denominated in that currency (or, if that currency is euro, any other account to which euro may be credited or transferred) and maintained by the payee with, a bank in the Principal Financial Centre of that currency (in the case of a sterling cheque, a town clearing branch of a bank in the City of London). No payments on Notes will be made by mail to an address in the United States of America or by transfer to an account maintained in the United States of America. |
(b) | Interest : Payments of interest shall, subject to paragraph (h) below, be made only against presentation and (provided that payment is made in full) surrender of the appropriate Coupons at the Specified Office of any Paying Agent outside the United States in the manner described in paragraph (a) above. |
(c) | Payments in The City of New York : Payments of principal or interest in U.S. dollars may be made at the Specified Office of a Paying Agent in The City of New York if (i) the Issuer has appointed Paying Agents outside the United States with the reasonable expectation that such Paying Agents will be able to make payment of the full amount of the interest on the Notes in U.S. dollars when due, (ii) payment of the full amount of such interest in U.S. dollars at the offices of all such Paying Agents is illegal or effectively precluded by exchange controls or other similar restrictions and (iii) payment is permitted by applicable United States law. |
(d) | Payments subject to fiscal laws : All payments in respect of the Notes are subject in all cases to any applicable fiscal or other laws and regulations in the place of payment, but without prejudice to the provisions of Condition 11 ( Taxation ). No commissions or expenses shall be charged to the Noteholders or Couponholders in respect of such payments. |
(e) | Deductions for unmatured Coupons : If the relevant Pricing Supplement specifies that the Fixed Rate Note Provisions are applicable and a Note is presented without all unmatured Coupons relating thereto: |
(i) | if the aggregate amount of the missing Coupons is less than or equal to the amount of principal due for payment, a sum equal to the aggregate amount of the missing Coupons will be deducted from the amount of principal due for payment; provided, however, that if the gross amount available for payment is less than the amount of principal due for payment, the sum deducted will be that proportion of the aggregate amount of such missing Coupons which the gross amount actually available for payment bears to the amount of principal due for payment; |
(ii) | if the aggregate amount of the missing Coupons is greater than the amount of principal due for payment: |
(A) | so many of such missing Coupons shall become void (in inverse order of maturity) as will result in the aggregate amount of the remainder of such missing Coupons (the Relevant Coupons ) being equal to the amount of principal due for payment; provided, however, that where this sub-paragraph would otherwise require a fraction of a missing Coupon to become void, such missing Coupon shall become void in its entirety; and |
(B) | a sum equal to the aggregate amount of the Relevant Coupons (or, if less, the amount of principal due for payment) will be deducted from the amount of principal due for payment; provided, however, that , if the gross amount available for payment is less than the amount of principal due for payment, the sum deducted will be that proportion of the aggregate amount of the Relevant Coupons (or, as the case may be, the amount of principal due for payment) which the gross amount actually available for payment bears to the amount of principal due for payment. |
Each sum of principal so deducted shall be paid in the manner provided in paragraph (a) above against presentation and (provided that payment is made in full) surrender of the relevant missing Coupons.
(f) | Unmatured Coupons void : If the relevant Pricing Supplement specifies that this Condition 10(f) is applicable or that the Floating Rate Note Provisions are applicable, on the due date for final redemption of any Note or early redemption of such Note pursuant to Condition 9(b) ( Redemption for tax reasons ), Condition 9(e) ( Redemption at the option of Noteholders ), Condition 9(c) ( Redemption at the option of the Issuer ) or Condition 12 ( Events of Default ), all unmatured Coupons relating thereto (whether or not still attached) shall become void and no payment will be made in respect thereof. |
(g) | Payments on Business Days : If the due date for payment of any amount in respect of any Note or Coupon is not a Payment Business Day in the place of presentation, the holder shall not be entitled to payment in such place of the amount due until the next succeeding Payment Business Day in such place and shall not be entitled to any further interest or other payment in respect of any such delay. |
(h) | Payments other than in respect of matured Coupons : Payments of interest other than in respect of matured Coupons shall be made only against presentation of the relevant Notes at the Specified Office of any Paying Agent outside the United States (or in The City of New York if permitted by paragraph (c) above). |
(i) | Partial payments : If a Paying Agent makes a partial payment in respect of any Note or Coupon presented to it for payment, such Paying Agent will endorse thereon a statement indicating the amount and date of such payment. |
(j) | Exchange of Talons : On or after the maturity date of the final Coupon which is (or was at the time of issue) part of a Coupon Sheet relating to the Notes, the Talon forming part of such Coupon Sheet may be exchanged at the Specified Office of the Fiscal Agent or at the office of the Paying Agent in London for a further Coupon Sheet (including, if appropriate, a further Talon but excluding any Coupons in respect of which claims have already become void pursuant to Condition 13 ( Prescription )). Upon the due date for redemption of any Note, any unexchanged Talon relating to such Note shall become void and no Coupon will be delivered in respect of such Talon. |
11. | Taxation |
(a) | Gross up: All payments of principal and interest in respect of the Notes and the Coupons by or on behalf of the Issuer shall be made free and clear of, and without withholding or deduction for or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or on behalf of The Netherlands or the United States of America or any political subdivision therein or any authority therein or thereof having power to tax, unless the withholding or deduction of such taxes, duties, assessments, or governmental charges is required by law or agreement of the Issuer. In that event, the Issuer shall pay such additional amounts as will result in receipt by the Noteholders and the Couponholders of such amounts as would have been received by them had no such withholding or deduction been required, except that no such additional amounts shall be payable in respect of any Note or Coupon presented for payment: |
(i) | by or on behalf of a holder which is liable for such taxes, duties, assessments or governmental charges in respect of such Note or Coupon by reason of its having some connection with the jurisdiction by which such taxes, duties, assessments or charges have been imposed, levied, collected, withheld or assessed other than the mere holding of the Note or Coupon; or |
(ii) | more than 30 days after the Relevant Date except to the extent that the holder of such Note or Coupon would have been entitled to such additional amounts on presenting such Note or Coupon for payment on the last day of such period of 30 days; or |
(iii) | where such withholding or deduction would not have been imposed but for the holders past or present status as a personal holding company, foreign personal holding company or passive foreign investment company with respect to the United States or a corporation that accumulates earnings to avoid U.S. federal income tax; or |
(iv) | where such withholding or deduction would not have been imposed but for the holders past or present status as a 10 per cent. shareholder of the obligor of the Note as defined in Section 871(h)(3) of the U.S. Internal Revenue Code or any successor provisions, a controlled foreign corporation related to the obligor of the Note or a bank that has invested in the Note as an extension of credit in the ordinary course of its trade or business; or |
(v) | where such withholding or deduction is required by the rules under Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986 (the Code ) (or any amended or successor provisions), pursuant to any inter-governmental agreement, or implementing legislation adopted by another jurisdiction in connection with these provisions of the Code, or pursuant to any agreement with the U.S. Internal Revenue Service ( FATCA withholding ) as a result of a holder, beneficial owner or an intermediary that is not an agent of the Issuer not being entitled to receive payments free of FATCA withholding. |
(b) | Taxing jurisdiction: If the Issuer becomes subject at any time to any taxing jurisdiction other than The Netherlands references in these Conditions to The Netherlands shall be construed as references to The Netherlands and/or such other jurisdiction. |
12. | Events of Default |
If any of the following events occurs and is continuing:
(a) | Non-payment : the Issuer fails to pay any amount of principal in respect of the Notes on the due date for payment thereof or fails to pay any amount of interest in respect of the Notes within 14 days of the due date for payment thereof; or |
(b) | Breach of other obligations : the Issuer defaults in the performance or observance of any of its other obligations under or in respect of the Notes and such default remains unremedied for 30 days after written notice thereof, addressed to the Issuer by any Noteholder has been delivered to the Issuer or to the Specified Office of the Fiscal Agent; or |
(c) | Cross-default of Issuer : the Issuer defaults under any Indebtedness, whether such Indebtedness now exists or shall hereafter be created, which default shall have resulted in Indebtedness in an aggregate principal amount exceeding 10,000,000 (or its equivalent in any other currency or currencies) (except that such euro amount shall not apply with respect to a default with respect to Notes of any other Series), becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, without such acceleration having been rescinded or annulled or such Indebtedness having been discharged within a period of 30 days after there shall have been given, by registered or certified mail, to the Issuer by any Noteholder, a written notice specifying such default and requiring the Issuer to cause such acceleration to be rescinded or annulled or such Indebtedness to be discharged and stating that such notice is a Notice of Default under this Condition 12(c); or |
(d) | Security enforced : a secured party or encumbrancer takes possession, or a receiver, manager or other similar officer is appointed, of the whole or a substantial part of the undertaking, assets and revenues of the Issuer or any of its Subsidiaries; or |
(e) | Insolvency etc. : (i) the Issuer becomes insolvent or admits in writing that it is unable to pay its debts as they fall due, (ii) an administrator (including a bewindvoerder ) or liquidator (including a curator ) of the Issuer or the whole or a substantial part of the undertaking, assets and revenues of the Issuer is appointed (or application for any such appointment is made including an application for the Issuer to be declared bankrupt ( failliet ) or to be granted a moratorium of payments ( surseance van betaling ), unless such application is contested by the Issuer and/or discharged or stayed within 90 days or is cancelled or withdrawn within 90 days after the making thereof), (iii) the Issuer takes any action for a readjustment or deferment of any of its obligations or makes a general assignment or an arrangement or composition ( akkoord ) with or for the benefit of its creditors or declares a moratorium in respect of any of its Indebtedness; or |
(f) | Winding up etc. : an order is made or an effective resolution is passed for the winding up, liquidation or dissolution ( ontbinding en vereffening ) of the Issuer or any of its Subsidiaries (otherwise than, in the case of a Subsidiary of the Issuer, for the purposes of or pursuant to an amalgamation, reorganisation or restructuring whilst solvent); or |
(g) | Attachment etc. : an executory attachment ( executorial beslag ) or interlocutory attachment ( conservatoir beslag ) is made on all or a substantial part of the assets of the Issuer, or a similar measure under foreign law is made, unless such application is contested by the Issuer and/or discharged or stayed within 90 days, or is cancelled or withdrawn within 90 days after the making thereof; or |
(h) | Enforcement proceedings : a distress, attachment, execution or other legal process is levied, enforced or sued out on or against the whole or a substantial part of the property, assets or revenues of the Issuer or any of its Subsidiaries and is not discharged or stayed within 90 days, |
(i) | Keep Well Agreement etc. not in force : the Keep Well Agreement is not (or is claimed by either party thereto not to be) in full force and effect or is modified, amended or terminated in contravention of the provisions thereof, or the Issuer waives, or fails to take all reasonable steps to exercise, any of its rights under the Keep Well Agreement or PACCAR or the Issuer fails to perform or observe any obligation on its part under the Keep Well Agreement so as to affect materially and adversely the interests of any Noteholder or Couponholder; |
then any outstanding Notes of a particular Series may by written notice, addressed by any Noteholder, delivered to the Issuer or to the Specified Office of the Fiscal Agent, be declared immediately due and payable, whereupon they shall become immediately due and payable at their Early Termination Amount together with accrued interest (if any) without further action or formality. Upon payment of the Early Termination Amount, all obligations of the Issuer in respect of payment of the principal amount of the Notes of such Series shall terminate.
13. | Prescription |
Claims for principal shall become void unless the relevant Notes are presented for payment within ten years of the appropriate Relevant Date. Claims for interest shall become void unless the relevant Coupons are presented for payment within five years of the appropriate Relevant Date.
14. | Replacement of Notes and Coupons |
If any Note or Coupon is lost, stolen, mutilated, defaced or destroyed, it may be replaced at the Specified Office of the Fiscal Agent, subject to all applicable laws and requirements of the London Stock Exchange, upon payment by the claimant of the expenses incurred in connection with such replacement and on such terms as to evidence, security, indemnity and otherwise as the Issuer may reasonably require. Mutilated or defaced Notes or Coupons must be surrendered before replacements will be issued.
15. | Agents |
In acting under the Agency Agreement and in connection with the Notes and the Coupons, the Paying Agents act solely as agents of the Issuer and do not assume any obligations towards or relationship of agency or trust for or with any of the Noteholders or Couponholders.
The initial Paying Agents and their initial Specified Offices are listed below. The initial Calculation Agent (if any) is specified in the relevant Pricing Supplement. The Issuer reserves the right at any time to vary or terminate the appointment of any Paying Agent and to appoint a successor fiscal agent or Calculation Agent and additional or successor paying agents; provided, however, that :
(a) | the Issuer shall at all times maintain a Fiscal Agent; and |
(b) | if a Calculation Agent is specified in the relevant Pricing Supplement, the Issuer shall at all times maintain a Calculation Agent; and |
(c) | if and for so long as the Notes are admitted to listing and trading on the London Stock Exchange and it requires the appointment of a Paying Agent in any particular place, the Issuer shall maintain a Paying Agent having its Specified Office in the place required by the London Stock Exchange. |
In addition, the Issuer shall forthwith appoint a Paying Agent in New York City in respect of any Notes denominated in U.S. dollars in the circumstances described in Condition 10(c).
Notice of any change in any of the Paying Agents or in their Specified Offices shall promptly be given to the Noteholders.
16. | Meetings of Noteholders; Modification and Waiver |
(a) | Meetings of Noteholders : The Agency Agreement contains provisions for convening meetings of Noteholders to consider matters relating to the Notes, including the modification of any provision of these Conditions. Any such modification may be made if sanctioned by an Extraordinary Resolution. Such a meeting may be convened by the Issuer and shall be convened by them upon the request in writing of Noteholders holding not less than one-tenth of the aggregate principal amount of the outstanding Notes. The quorum at any meeting convened to vote on an Extraordinary Resolution will be two or more Persons holding or representing one more than half of the aggregate principal amount of the outstanding Notes or, at any adjourned meeting, two or more Persons being or representing Noteholders whatever the principal amount of the Notes held or represented; provided, however, that Reserved Matters may only be sanctioned by an Extraordinary Resolution passed at a meeting of Noteholders at which two or more Persons holding or representing not less than three-quarters or, at any adjourned meeting, one quarter of the aggregate principal amount of the outstanding Notes form a quorum. Any Extraordinary Resolution duly passed at any such meeting shall be binding on all the Noteholders and Couponholders, whether present or not. |
In addition, a resolution in writing signed by or on behalf of the holders of not less than 75 per cent. in aggregate principal amount of the outstanding Notes will take effect as if it were an Extraordinary Resolution. Such a resolution in writing may be contained in one document or several documents in the same form, each signed by or on behalf of one or more Noteholders.
(b) | Modification : The Notes and these Conditions may be amended without the consent of the Noteholders or the Couponholders to correct a manifest error. In addition, the parties to the Agency Agreement may agree to modify any provision thereof, but the Issuer shall not agree, without the consent of the Noteholders, to any such modification unless it is of a formal, minor or technical nature, it is made to correct a manifest error or it is, in the opinion of the Issuer, not materially prejudicial to the interests of the Noteholders. |
17. | Further Issues |
The Issuer may from time to time, without the consent of the Noteholders or the Couponholders, create and issue further notes having the same terms and conditions as the Notes in all respects (or in all respects except for the first payment of interest) so as to form a single series with the Notes.
18. | Notices |
Notices to the Noteholders shall be valid if published in a leading English language daily newspaper published in London (which is expected to be the Financial Times) or, if such publication is not practicable, in a leading English language daily newspaper having general circulation in Europe. Any such notice shall be deemed to have been given on the date of first publication. Couponholders shall be deemed for all purposes to have notice of the contents of any notice given to the Noteholders.
19. | Currency Indemnity |
If any sum due from the Issuer in respect of the Notes or the Coupons or any order or judgment given or made in relation thereto has to be converted from the currency (the first currency ) in which the same is payable under these Conditions or such order or judgment into another currency (the second currency ) for the purpose of (a) making or filing a claim or proof against the Issuer, (b) obtaining an order or judgment in any court or other tribunal or (c) enforcing any order or judgment given or made in relation to the Notes, the Issuer shall indemnify each Noteholder, on the written demand of such Noteholder addressed to the Issuer and delivered to the Issuer or to the Specified Office of the Fiscal Agent, against any loss suffered as a result of any discrepancy between (i) the rate of exchange used for such purpose to convert the sum in question from the first currency into the second currency and (ii) the rate or rates of exchange at which such Noteholder may in the ordinary course of business purchase the first currency with the second currency upon receipt of a sum paid to it in satisfaction, in whole or in part, of any such order, judgment, claim or proof.
This indemnity constitutes a separate and independent obligation of the Issuer, shall give rise to a separate and independent cause of action and shall continue in full force and effect despite any other judgment, order, claim or proof for a liquidated amount in respect of any sum due under the Note or Coupon or any other judgment or order.
20. | Rounding |
For the purposes of any calculations referred to in these Conditions, (unless otherwise specified in these Conditions, or the relevant Pricing Supplement), (a) all percentages resulting from such calculations will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point, (b) U.S. dollar amounts used in or resulting from such calculations will be rounded to the nearest cent (with one half cent being rounded up), (c) all Japanese Yen amounts used in or resulting from such calculations will be rounded downwards to the next lower whole Japanese Yen amount, and (d) all amounts denominated in any other currency used in or resulting from such calculations will be rounded to the nearest two decimal places in such currency, with 0.005 being rounded upwards.
21. | Governing Law and Jurisdiction |
(a) | Governing law : The Notes and any non-contractual obligations arising out of or in connection with the Notes are governed by English law. |
(b) | English courts : The courts of England have exclusive jurisdiction to settle any dispute (a Dispute ) arising from or connected with the Notes (including a dispute relating to the existence, validity or termination of the Notes or any non-contractual obligation arising out of or in connection with the Notes) or the consequences of their nullity. |
(c) | Appropriate forum : The Issuer agrees that the courts of England are the most appropriate and convenient courts to settle any Dispute and, accordingly, that it will not argue to the contrary. |
(d) | Rights of the Noteholders to take proceedings outside England : Condition 21(b) ( English courts ) is for the benefit of the Noteholders only. As a result, nothing in this Condition 21 ( Governing law and jurisdiction ) prevents any Noteholder from taking proceedings relating to a Dispute ( Proceedings ) in any other courts with jurisdiction. To the extent allowed by law, Noteholders may take concurrent Proceedings in any number of jurisdictions. |
(e) | Process agent : The Issuer agrees that the documents which start any Proceedings and any other documents required to be served in relation to those Proceedings may be served on it by being delivered to PACCAR Financial PLC at Croston Road, Leyland, Preston, Lancashire PR5 3LZ, United Kingdom or, if different, its registered office for the time being. If such Person is not or ceases to be effectively appointed to accept service of process on behalf of the Issuer, the Issuer shall, on the written demand of any Noteholder addressed and delivered to the Issuer or to the Specified Office of the Fiscal Agent appoint a further Person in England to accept service of process on its behalf and, failing such appointment within 15 days, any Noteholder shall be entitled to appoint such a Person by written notice addressed to the Issuer and delivered to the Issuer or to the Specified Office of the Fiscal Agent. Nothing in this paragraph shall affect the right of any Noteholder to serve process in any other manner permitted by law. This Condition applies to Proceedings in England and to Proceedings elsewhere. |
EXHIBIT 31(a)
CERTIFICATIONS
I, Ronald E. Armstrong, certify that:
1. | I have reviewed this quarterly report on Form 10-Q of PACCAR Inc; |
2. | Based on my knowledge, this 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 report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this 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 report; |
4. | The registrants 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-15(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 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 registrants 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 registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants 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 registrants 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 registrants internal control over financial reporting. |
Date |
August 4, 2017 |
/s/ Ronald E. Armstrong |
Ronald E. Armstrong |
Chief Executive Officer |
(Principal Executive Officer) |
EXHIBIT 31(b)
CERTIFICATIONS
I, Harrie C.A.M. Schippers, certify that:
1. | I have reviewed this quarterly report on Form 10-Q of PACCAR Inc; |
2. | Based on my knowledge, this 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 report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this 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 report; |
4. | The registrants 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-15(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 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 registrants 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 registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants 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 registrants 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 registrants internal control over financial reporting. |
Date |
August 4, 2017 |
/s/ Harrie C.A.M. Schippers |
Harrie C.A.M. Schippers |
Executive Vice President and |
Chief Financial Officer |
(Principal Financial Officer) |
EXHIBIT 32
CERTIFICATION PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002 (18 U.S.C. SECTION 1350)
In connection with the Quarterly Report of PACCAR Inc (the Company) on Form 10-Q for the quarter ended June 30, 2017 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 |
August 4, 2017 |
By |
/s/ Ronald E. Armstrong |
|||||
Ronald E. Armstrong | ||||||||
Chief Executive Officer | ||||||||
PACCAR Inc | ||||||||
(Principal Executive Officer) | ||||||||
By |
/s/ Harrie C.A.M. Schippers |
|||||||
Harrie C.A.M. Schippers | ||||||||
Executive Vice President and Chief Financial Officer |
||||||||
PACCAR Inc | ||||||||
(Principal 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.