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**UNITEDSTATESSECURITIES AND EXCHANGE COMMISSION****Washington, D.C. 20549**

**FORM10-Q**

ý**Quarterly Report Pursuant to Section 13 or 15(d) of the SecuritiesExchange Act of 1934**

**For the quarterly period endedJune 30, 2001**

**or**

o**Transition Report Pursuant to Section 13 or 15(d) of the SecuritiesExchange Act of 1934**

**For transition period from_____________ to _____________**

**Commission File No. 0-12553**

| **PACCAR  FINANCIAL CORP.**                                |
|------------------------------------------------------------|
|                                                            |
| (Exact name of  registrant as specified in its charter)    |
|                                                       |   |
| **Washington**                                             | **91-6029712** |
|                                                            |  |
| (State or other  jurisdiction of                           | (I.R.S. Employer  Identification No.) |
| incorporation or  organization)                            |   |
|                                                       |   |
| **777 –  106th Ave. N.E., Bellevue, WA**              | **98004** |
|                                                            |  |
| (Address of principal  executive offices)                  | (Zip code) |
|                                                       |   |
| **(425)  468-7100**                                        |
|                                                            |
| (Registrant’s  telephone number, including area code) |

 

Indicate bycheck mark whether the registrant: (1) has filed all reports required to befiled by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant wasrequired to file such reports), and (2) has been subject to such filingrequirements for the past 90 days. Yes ý No o

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

Common Stock, $100 par value—145,000 shares asof July 31, 2001

 

THE REGISTRANTIS A WHOLLY-OWNED INDIRECT SUBSIDIARY OF PACCAR INC AND MEETS THE CONDITIONSSET FORTH IN GENERAL INSTRUCTIONS (H)(1)(A) AND (B) OF FORM 10-Q AND IS,THEREFORE, FILING THIS FORM WITH THE REDUCED DISCLOSURE FORMAT.

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**FORM10-QPACCAR FINANCIAL CORP.**

**PARTI-FINANCIAL INFORMATION**

| **ITEM 1.  FINANCIAL STATEMENTS**               |                                  |
|------------------------------------------------------|---------------------------------------|
|                                                      |                                  |
| **Statements of Income (Unaudited)**                 |                                  |
| (Millions  of Dollars)                               |                                  |
|                                                      |                                  |
|                                                 | Three Months Ended  June 30 |   | Six Months Ended  June 30 |   |   |
|                                                      |                                       |  |  |  |  |  |  |   |   |
|                                                 | **2001**                              |   | 2000 |   | **2001** |   | 2000 |   |   |
|                                                      |                                       |  |  |  |  |  |  |   |   |
| **INTEREST AND OTHER REVENUE**                       | **$**                                 | ** 85.4** |   | $ |  91.1 |   | **$** | **175.3** |   | $ | 174.9 |   |
|                                                 |                                  |   |   |   |   |   |   |   |   |
| Interest  and other borrowing expense                | **45.9**                              |   | 51.5 |   | **97.0** |   | 97.1 |   |   |
| Depreciation  related to operating leases            | **3.2**                               |   | 2.2 |   | **6.0** |   | 4.2 |   |   |
| Insurance  claims and underwriting expense           | **2.2**                               |   | 2.4 |   | **4.5** |   | 4.5 |   |   |
| Vehicle  operating expenses                          | **1.5**                               |   | 1.4 |   | **2.7** |   | 2.8 |   |   |
| Selling  general and administrative expenses         | **10.5**                              |   | 11.1 |   | **21.4** |   | 22.3 |   |   |
| Provision  for losses on receivables                 | **20.3**                              |   | 7.7 |   | **37.2** |   | 14.4 |   |   |
|                                                      |                                       |  |  |  |  |  |  |   |   |
| **TOTAL EXPENSES**                                   | **83.6**                              |   | 76.3 |   | **168.8** |   | 145.3 |   |   |
|                                                      |                                       |  |  |  |  |  |  |   |   |
| **INCOME BEFORE INCOME TAXES**                       | **1.8**                               |   | 14.8 |   | **6.5** |   | 29.6 |   |   |
|                                                 |                                  |   |   |   |   |   |   |   |   |
| Federal  and state income taxes                      | **.8**                                |   | 5.8 |   | **2.7** |   | 11.5 |   |   |
|                                                      |                                       |  |  |  |  |  |  |   |   |
| **NET INCOME  BEFORE ACCOUNTING CHANGE**        | **1.0**                               |   | 9.0 |   | **3.8** |   | 18.1 |   |   |
|                                                 |                                  |   |   |   |   |   |   |   |   |
| Cumulative  effect of Accounting Change (net of tax) | **-**                                 |   | - |   | **.4** |   | - |   |   |
|                                                      |                                       |  |  |  |  |  |  |   |   |
| **NET INCOME**                                       | **1.0**                               |   | 9.0 |   | **4.2** |   | 18.1 |   |   |
|                                                      |                                       |  |  |  |  |  |  |   |   |
| **RETAINED EARNINGS AT BEGINNING OF YEAR**           | **397.3**                             |   | 370.2 |   | **394.1** |   | 361.1 |   |   |
|                                                 |                                  |   |   |   |   |   |   |   |   |
| **RETAINED EARNINGS AT END OF PERIOD**               | **$**                                 | **398.3** |   | $ | 379.2 |   | **$** | **398.3** |   | $ | 379.2 |   |   |
|                                                      |                                       |  |  |  |  |  |  |   |   |
|                                                      |                                       |  |  |  |  |  |  |  |  |  |  |  |  |  |

Earnings pershare and dividends per share are not reported because the Company is a whollyowned subsidiary of PACCAR Financial Services Corporation.

See Notes toFinancial Statements.

 

|                                                                                                                    |                |
|--------------------------------------------------------------------------------------------------------------------|---------------------|
| **Balance Sheets**                                                                                                 | **June  30**        |   | December 31 |   |
| (Millions  of Dollars)                                                                                             | **2001**            |   | 2000 |   |
|                                                                                                                    |                |
| **ASSETS:**                                                                                                        | **(Unaudited****)** |   |   |   |
|                                                                                                               |                |   |   |   |
| Cash                                                                                                               | **$**               | **12.0** |   | $ | 12.6 |   |
| Finance  and other receivables, net of allowance for losses of $65.3 ($65.4 in 2000)                               | **3,610.3**         |   | 3,955.5 |   |
| Loans  to affiliate                                                                                                | **44.4**            |   | 53.3 |   |
| Equipment  on operating leases, net of allowance  for depreciation of $19.9 ($19.7 in 2000)                        | **53.0**            |   | 56.5 |   |
| Equipment  held for sale                                                                                           | **20.3**            |   | 16.7 |   |
| Other  assets                                                                                                      | **29.5**            |   | 24.8 |   |
|                                                                                                                    |                     |  |  |   |
| **TOTAL ASSETS**                                                                                                   | **$**               | **3,769.5** |   | $ | 4,119.4 |   |
|                                                                                                                    |                     |  |  |   |
| **LIABILITIES:**                                                                                                   |                |   |   |   |
|                                                                                                               |                |   |   |   |
| Accounts  payable and accrued expenses                                                                             | **$**               | **102.1** |   | $ | 80.0 |   |
| Payable  for finance receivables acquired                                                                          | **29.5**            |   | 34.6 |   |
| Advances  from PACCAR Inc                                                                                          | **2.0**             |   | 5.0 |   |
| Borrowings                                                                                                         | **2,968.2**         |   | 3,311.8 |   |
| Income  taxes - current and deferred                                                                               | **157.8**           |   | 165.8 |   |
|                                                                                                                    |                     |  |  |   |
| **TOTAL LIABILITIES**                                                                                              | **3,259.6**         |   | 3,597.2 |   |
|                                                                                                                    |                     |  |  |   |
| **STOCKHOLDER'S EQUITY:**                                                                                          |                |   |   |   |
|                                                                                                               |                |   |   |   |
| Preferred  stock, $100 par value 6% noncumulative and nonvoting, Authorized 450,000  shares, 310,000 shares issued | **31.0**            |   | 31.0 |   |
| Common  stock, $100 par value Authorized 200,000 shares, 145,000 shares issued                                     | **14.5**            |   | 14.5 |   |
| Additional  paid-in capital                                                                                        | **91.6**            |   | 82.6 |   |
| Retained  earnings                                                                                                 | **398.3**           |   | 394.1 |   |
| Accumulated  other comprehensive loss                                                                              | **(25.5**           | ) | - |   |
|                                                                                                                    |                     |  |  |   |
| **TOTAL STOCKHOLDER'S EQUITY**                                                                                     | **509.9**           |   | 522.2 |   |
|                                                                                                                    |                     |  |  |   |
| **TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY**                                                                     | **$**               | **3,769.5** |   | $ | 4,119.4 |   |
|                                                                                                                    |                     |  |  |   |
|                                                                                                                    |                     |  |  |  |  |  |  |  |

See Notes toFinancial Statements. **************** **Statements of Cash Flows (Unaudited)**    (Millions  of Dollars)     Six  Months Ended June 30**2001** 2000  **OPERATING ACTIVITIES:**         Net  income**$****4.2** $18.1 Items  included in net income not affecting cash:     Provision for losses on receivables**37.2** 14.4  Deferred tax provision**(1.9****)**2.6  Depreciation and amortization**8.9** 7.1 (Decrease)  increase in payables and other**(13.2****)**3.6  **Net Cash Provided By Operating Activities****35.2** 45.8      **INVESTING ACTIVITIES:**         Finance  and other receivables originated**(530.0****)**(1,043.3)Collections  on finance and other receivables**648.3** 645.9 Net  decrease (increase) in wholesale receivables**132.5** (74.4)Acquisition  of equipment**(9.0****)**(19.1)Proceeds  from disposal of equipment**66.4** 9.8  **Net Cash Provided By (Used In) Investing Activities****308.2** (481.1)     **FINANCING ACTIVITIES:**         Net  decrease in commercial paper and other short-term borrowings**(44.0****)**(98.6)Proceeds  from medium-term notes- 770.0 Payments  of medium-term notes**(300.0****)**(253.2)Net  advances (to) from PACCAR Inc**(9.0****)**7.8 Capital  contributions**9.0** 10.4  **Net Cash (Used In) Provided By Financing Activities****(344.0****)**436.4  **Net (Decrease) Increase in Cash****(.6****)**1.1      Cash  at beginning of period**12.6** 6.5  Cash  at end of period**$****12.0** $7.6  
See Notes toFinancial Statements.

 
**Notes to Financial Statement**s(Millions of Dollars)
**NOTE A-Basis of Presentation**

Theaccompanying unaudited financial statements have been prepared in accordancewith the instructions to Form 10-Q and Article 10 of Regulation S-X.Accordingly, they do not include all of the information and footnotes requiredby generally accepted accounting principles for complete financial statements.In the opinion of management, all adjustments (consisting of normal recurringaccruals) considered necessary for a fair presentation have been included.Operating results for the three- and six- month periods ended June 30, 2001,are not necessarily indicative of the results that may be expected for the yearending December 31, 2001.  For further information, refer to the financialstatements and footnotes included in PACCAR Financial Corp.'s (the "Company")Annual Report on Form 10-K for the year ended December 31, 2000.

*Derivative Financial Instruments:* On January 1,2001, the Company adopted Statement of Financial Accounting Standard (SFAS) No.133, “Accounting for Derivative Instruments and Hedging Activities.” SFAS 133establishes accounting and reporting standards for derivative instruments,hedging activities and related exposures. SFAS 133 requires that allderivatives be recognized as either assets or liabilities at fair value. TheCompany does not enter into derivative contracts for trading purposes.Derivatives are used only to hedge the volatility arising from movements ininterest and foreign currency rates. If the derivative is designated as a fairvalue hedge, the changes in the fair value of the hedge and of the hedged itemare recognized and offset each other in earnings. If the derivative isdesignated as a cash flow hedge, the effective portions of changes in the fairvalue of the derivative are recorded in Other Comprehensive Income (OCI) net ofdeferred taxes, and are recognized in the income statement when the hedged itemaffects earnings. Ineffective portions of changes in the fair value of cashflow hedges are recognized in earnings of the period. A derivative formerlydesignated as a cash flow hedge may lose hedge accounting treatment because itis terminated, is no longer considered highly effective, or because aforecasted transaction is no longer expected to occur. If any of these eventsshould occur, the cumulative balance of the change in fair value recorded inOCI is recognized immediately in current earnings, and any further changes infair value are recognized in earnings of the period. In the accompanyingstatements of cash flows, amounts related to derivative activity are recognizedin the period an actual cash flow occurs and are classified as operating cashflows.

The adoption ofSFAS 133 on January 1, 2001 resulted in a cumulative after tax increase to netincome of $.4, net of related income tax effects of $.3, and a cumulative aftertax reduction to OCI income of $14.6, net of related income tax effects of$9.2. If interest and exchange rates remained constant, approximately $5.0 ofthe amount in OCI at January 1, 2001 would be reclassified into earnings duringthe year ended December 31, 2001. Hedge ineffectiveness for the three and sixmonths ended June 30, 2001 was immaterial and no fair value hedges or cash flowhedges were derecognized or terminated during the period. In the three and sixmonths ended June 30, 2001, $1.2 and $.8, respectively, of unrealized netlosses net of tax were realized and reclassified from OCI. The fair value ofinterest rate contracts is recorded as “Other assets” or “Accounts payable andaccrued expenses” in the accompanying balance sheet.

*New Accounting Standards:* In July, 2001, theFinancial Accounting Standards Board issued State­ment of Financial AccountingStandard (SFAS) No. 141, Business Combinations. SFAS No. 141 eliminates thepooling-of-interests method of accounting for business combinations andclarifies the criteria for recognizing intangible assets sep­arately fromgoodwill. SFAS No. 141 is effective for business combinations completed afterJune 30, 2001.

*Reclassifications**:* Certain prioryear amounts have been reclassified to conform to the 2001 presentation.
**Estimates:* The provision forlosses on finance and other receivables is charged to income in an amountsufficient to maintain the allowance for losses at a level considered adequateto cover estimated losses. Receivables are charged to this allowance when, inthe judgment of management, they are deemed uncollectible. With respect tocertain retail contracts acquired from dealers, the dealer retains liability,up to specified limits, for the credit loss on the sale of a repossessed vehicle.The amount and collectibility of dealer recourse provisions have beenconsidered in establishing the allowance for losses on receivables. Beginning with the three months ended June 30, 2001, when determining theadequacy of the allowance, based on historical analysis of past credit losses,the Company revised its estimate of the collectibility of any amounts owedafter applying any applicable proceeds of the sales of collateral.  Theimpact of this change in estimate was to reduce the amount charged-off duringthe quarter by $1.3.

During thethree months ended June 30, 2001, based on historical analysis, the Companyalso revised its estimates of the collectibility of late charges assessed oncustomers’ accounts.  The effect of this change was to increase Interestand Other Revenue for the quarter by $1.0 to reflect a higher estimate offuture collections.

**NOTE B-Stockholder’s Equity**

**Comprehensive Income (Unaudited)**The components of other comprehensive income, net of related tax, were asfollows:
  Three months ended Six months ended  June 30 June 30  **2001** 2000 **2001** 2000  Net  income**$****1.0** $9.0** ****$****4.2** $18.1 Other  comprehensive income (loss):        Cumulative  effect of accounting change for derivative contracts**-** -** ****(14.6****)**- Unrealized  net gain/(loss) on derivative contracts**3.8** -** ****(10.9****)**-  Net  other comprehensive income (loss)**3.8** -** ****(25.5****)**-  Total  comprehensive income (loss)**$****4.8** $9.0** ****($21.3****)**$18.1  
**NOTE C-Transactions with PACCAR Inc and Affiliates**

The Company and PACCAR Inc (“PACCAR”) are parties to a Support Agreementwhich obligates PACCAR to provide, when required, financial assistance to theCompany to assure that the Company maintains a ratio of earnings to fixedcharges (as defined) of at least 1.25 to 1 at the end of any fiscal year. Forthe first six months of 2001, the Company has not maintained the specifiedratio of earnings to fixed charges. The Company will determine the amount ofany necessary PACCAR assistance at the end of the fiscal year.

PACCARFinancial Services Corporation (“PFSC”) charges the Company for certainadministrative services it provides and certain services the Company receivesindirectly from PACCAR. These costs are charged to the Company based upon theCompany's specific use of the services at PFSC’s and PACCAR’s cost. Managementconsiders these charges reasonable and not significantly different from thecosts that would be incurred if the Company were on a stand-alone basis. Inlieu of current year payment, PFSC recognizes certain of these administrativeservices as an additional investment in the Company. The Company records theinvestment as paid-in capital. The Company may elect to pay a dividend to PFSCfor the paid-in capital invested in prior years. No cash dividends weredeclared or paid to PFSC during the first six months of 2001 or the fiscal year2000.

Periodically,the Company borrows funds from PACCAR and makes loans to PACCAR. Loansoutstanding to PACCAR were $15.5 at June 30, 2001 and $9.6 at December 31,2000. These loans are included in “Finance and other receivables” on theaccompanying balance sheet.

PACCAR hasissued letters of credit in the amount of $4.9 on behalf of the Company toguarantee funds for payment to insured franchisees and their customers for anyfuture insurance losses.

The Companyperiodically loans funds to certain foreign finance and leasing affiliates ofPACCAR. These various affiliates have Support Agreements with PACCAR, similarto the Company’s Support Agreement. The foreign affiliates operate in theUnited Kingdom, Netherlands, Canada and Australia, and any resulting currencyexposure is fully hedged. The foreign affiliates provide financing and leasingof trucks and related equipment manufactured primarily by PACCAR and soldthrough PACCAR’s independent dealer networks in the United Kingdom,Netherlands, Canada and Australia. The Company will not make loans to theforeign affiliates in excess of the equivalent of $200 United States dollars,unless the amount in excess of such limits is guaranteed by PACCAR. The Companyperiodically reviews the funding alternatives for these affiliates, and theselimits may be revised in the future. There was a total of $44.4 and $53.3 inloans outstanding to a foreign affiliate operating in the United Kingdom atJune 30, 2001 and December 31, 2000, respectively, and no loans outstanding toother foreign affiliates for either period.

**NOTE D-Preferred Stock**

The Company'sArticles of Incorporation provide that the 6% noncumulative, nonvotingpreferred stock (100% owned by PFSC) is redeemable only at the option of theCompany's Board of Directors.

**Item 2.              MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIALCONDITION AND RESULTS OF OPERATIONS**(Millions of Dollars)

**Resultsof Operations:**

The Company’s net income of $4.2 for the firsthalf of 2001 was 77% lower than its net income of $18.1 for the first half of2000. Interest and other revenue for the first half of 2001 of $175.3 wasslightly higher than $174.9 reported in the comparable prior year period.Depreciation related to operating leases increased $1.8 to $6.0 in the firsthalf of 2001 compared to $4.2 for the same period in 2000 primarily due to growthin the operating lease portfolio. Selling, general and administrative expensesof $21.4 for the first half of 2001 decreased 4%, or $.9, from the first halfof 2000 due to cost control efforts. The increase in interest and other revenueand the decrease in selling, general and administrative expenses were offset bya higher provision for losses. The provision for losses increased 158% to $37.2in the first half of 2001 from $14.4 in the first half of 2000 primarily due tocredit losses. Credit losses increased to $37.3 for the first six months of2001 from $10.3 during the same period in 2000.

For the second quarter 2001, the Company’s netincome declined to $1.0 from $9.0 for the three months ended June 30, 2000.Interest and other revenue declined 6% to $85.4 compared to the prior yearsecond quarter due to lower portfolio balances and lower interest rates. Theprovision for losses increased 164% to $20.3 in the second quarter 2001compared to second quarter 2000.

The following table summarizes the activity inthe Company's allowance for losses on receivables and presents related ratios:
************************ **Allowance for Losses (Unaudited)**      (Millions  of Dollars)        Six Months  EndedJune 30 Year Ended  December 31 Six Months Ended  June 30       **2001** 2000 2000  Balance  at beginning of period**$****65.4** $60.7 $60.7 Provision  for losses**37.2** 36.4 14.4 Net  losses**(37.3****)**(31.7)(10.3) Balance  at end of period**$****65.3** $65.4 $64.8         Ratios:      Net  losses to average net receivables and equipment on operating leases  (annualized for June 30, 2001 and 2000)**1.99%** .80% .54%        Allowance  for losses to period-end net contracts and equipment on operating leases**1.78%** 1.63% 1.58%        Period-end  retail contracts and leases past due (over 60 days) to year-end retail  contracts and lease receivables**3.41%** 3.35% 1.78% 
The Company continues to experiencesignificantly higher levels of past dues and repossessions due to high fuelcosts, lower freight tonnage and a slowing economy that have reduced operatingmargins for many truck operators. The increase in the number of repossessionsand a higher loss per repossession, due to declining used truck prices, are theprimary factors resulting in the increased credit losses. Management expectsthese trends to continue in 2001, which could result in continued high creditlosses, until economic conditions improve for truck operators. The level of theallowance for losses reflects the risks inherent in the financing of commercialhighway transportation equipment.

**Liquidityand Capital Resources:**

For the six months ended June 30, 2001, theCompany continued to obtain funds primarily from borrowings in the capitalmarkets and collections on loans and leases and to a lesser extent, equitycontributions from PFSC. The decrease in borrowings from the December 31, 2000balance to $3,000 on June 30, 2001 is due to lower new lending volume and a decreasein wholesale receivables. New lending volume decreased 48% to $537 in the firsthalf of 2001 from $1,035 in the first half of 2000 due to lower PACCAR trucksales.

Since 1983, the Company has registered seniordebt securities under the Securities Act of 1933 for offering to the public. AtJune 30, 2001, there were $1,900 of such securities available for issuance.

As of June 30, 2001 the Company and PACCARmaintained total unused bank lines of credit of $1,500. These credit facilitiesare used to provide liquidity for the Company’s commercial paper program.During the third quarter of 2001, the Company participated with PACCAR andother PACCAR affiliates in a new $1,825 syndicated bank line of creditfacility, a portion of which matures in three years. Under the new facility$1,525 is available for use by the Company. The Company is liable only for itsown borrowings under this credit facility.

Other information on liquidity and sources ofcapital as presented in the Company's 2000 Annual Report on Form 10-K continuesto be relevant.

**Item 3.              QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKETRISK**

There have been no material changes in theCompany’s market risk during the six months ended June 30, 2001.  Foradditional information, refer to Item 7a of the Company’s December 31, 2000Annual Report on Form 10-K.

**Item 6.              EXHIBITS AND REPORTS ON FORM 8-K**

             (a)         Exhibits filed as part of this reportare listed in the accompanying Exhibit Index.

             (b)        There were no reports on Form 8-K forthe quarter ended June 30, 2001.

**SIGNATURES**

Pursuant to therequirements of the Securities Exchange Act of 1934, the registrant has dulycaused this report to be signed on its behalf by the undersigned thereunto dulyauthorized.
  **PACCAR  Financial Corp.**  ****  (Registrant)    By/s/   Andrew J. Wold  Date   August  13, 2001 Andrew  J. Wold  President  (Authorized  Officer)       By/s/   Barry E. Prather    Barry  E. Prather  Controller  (Chief  Accounting Officer)
**EXHIBITINDEX**

Exhibit(in order of assigned index numbers)
2Plan  of Merger of PACCAR Leasing Corporation, a Delaware Corporation, and PACCAR  Financial Corp., a Washington Corporation effective May 1, 2000 (incorporated  by reference to Exhibit 2 to the Company's Quarterly Report on Form 10-Q  dated August 11, 2000, File Number 0-12553).  3.1Restated  Articles of Incorporation of the Company, as amended (incorporated by  reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K dated  March 26, 1985. Amendment incorporated by reference to Exhibit 19.1 to the  Company's Quarterly Report on Form 10-Q dated August 13, 1985, File Number  0-12553).  3.2By-Laws  of the Company, as amended (incorporated by reference to Exhibit 3.2 to the  Company's Registration Statement on Form 10-Q dated October 20, 1983, File  Number 0-12553).  4.1Indenture  for Senior Debt Securities dated as of December 1, 1983 and first  Supplemental Indenture dated as of June 19, 1989 between the Company and  Citibank, N.A. (incorporated by reference to Exhibit 4.1 to the Company's  Annual Report on Form 10-K dated March 26, 1984, File Number 0-12553 and  Exhibit 4.2 to the Company's Registration Statement on Form S-3 dated June  23, 1989, Registration Number 33-29434).  4.3Forms  of Medium-Term Note, Series H (incorporated by reference to Exhibits 4.3A and  4.3B to the Company's Registration Statement on Form S-3 dated March 11,  1996, Registration Number 333-01623).   Form  of Letter of Representation among the Company, Citibank, N.A. and The Depository  Trust Company, Series H (incorporated by reference to Exhibit 4.4 to the  Company's Registration Statement on Form S-3 dated March 11, 1996,  Registration Number 333-01623).  4.4Forms  of Medium-Term Note, Series I (incorporated by reference to Exhibits 4.2A and  4.2B to the Company's Registration Statement on Form S-3 dated September 10,  1998, Registration Number 333-63153).   Form  of Letter of Representation among the Company, Citibank, N.A. and The  Depository Trust Company, Series I (incorporated by reference to Exhibit 4.3  to the Company's Registration Statement on Form S-3 dated September 10, 1998,  Registration Number 333-63153).  4.5Forms  of Medium-Term Note, Series J (incorporated by reference to Exhibits 4.2A and  4.2B to the Company's Registration Statement on Form S-3 dated March 2, 2000,  Registration Number 333-31502).   Form  of Letter of Representation among the Company, Citibank, N.A. and The  Depository Trust Company, Series J (incorporated by reference to Exhibit 4.3  to the Company's Registration Statement on Form S-3 dated March 2, 2000,  Registration Number 333-31502).  10.1Support  Agreement between the Company and PACCAR dated as of June 19, 1989   (incorporated by reference to Exhibit 28.1 to the Company's Registration  Statement on Form S-3 dated June 23, 1989, Registration Number 33-29434).
** **

 
12.1Statement  re computation of ratio of earnings to fixed charges of the Company pursuant  to SEC reporting requirements for the six-month periods ended June 30, 2001  and 2000.  12.2Statement  re computation of ratio of earnings to fixed charges of the Company pursuant  to the Support Agreement between the Company and PACCAR for the six-month  periods ended June 30, 2001 and 2000.  12.3Statement  re computation of ratio of earnings to fixed charges of PACCAR and  subsidiaries pursuant to SEC reporting requirements for the six-month periods  ended June 30, 2001 and 2000.
Other exhibitslisted in Item 601 of Regulation S-K are not applicable.

 *