**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington,D.C. 20549**

** **

**FORM 10-Q**

** **

**ý QuarterlyReport Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934**

** **

**For the quarterly period ended March 31, 2002**

** **

**or**

** **

**o TransitionReport Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934**

** **

**For transition period from                to**

** **

**Commission File No. 0-12553**

** **

** **

**PACCAR FINANCIAL CORP.**

**(Exactname 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 telephonenumber, including area code)

 

 

Indicate by check mark whether the registrant: (1) has filed allreports required to be filed by Section 13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that theregistrant was required to file such reports), and (2) has been subject to suchfiling requirements for the past 90 days.  Yes  ý   No  o

 

Indicate the number of shares outstanding of eachof the issuer’s classes of common stock, as of the latest practicable date:

 

Common Stock, $100 parvalue—145,000 shares as of April 30, 2002

 

 

 

THE REGISTRANT ISA WHOLLY-OWNED INDIRECT SUBSIDIARY OF PACCAR INC AND MEETS THE CONDITIONS SETFORTH 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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**PART I—FINANCIAL INFORMATION**

 

**ITEM 1.  FINANCIAL STATEMENTS**

 

##### **Statements of Income (Unaudited)**

(Millions ofDollars)

 
|                                                 |   | **Three  Months Ended** |       |
|------------------------------------------------------|--------|-------------------------|------------|
|                                                 |   | **March 31**            |       |
|                                                 |   |                    |       |   |   |
|                                                 |   | **2002**                |       | **2001** |   |
|                                                 |   |                    |       |   |   |
| **INTEREST AND OTHER REVENUE**                       |   | **$**                   | **70.3**   |   | $ | 89.9 |   |
|                                                 |   |                    |       |   |   |
| Interest and  other borrowing expenses               |   | **32.9**                |       | 51.4 |   |
| Depreciation  related to operating leases            |   | **2.8**                 |       | 2.8 |   |
| Insurance claims  and underwriting expenses          |   | **3.0**                 |       | 2.3 |   |
| Vehicle  operating expenses                          |   | **1.6**                 |       | 1.2 |   |
| Selling general  and administrative expenses         |   | **10.6**                |       | 10.6 |   |
| Provision for  losses on receivables                 |   | **15.8**                |       | 16.9 |   |
| **TOTAL EXPENSES**                                   |   | **66.7**                |       | 85.2 |   |
|                                                 |   |                    |       |   |   |
| **INCOME BEFORE INCOME TAXES**                       |   | **3.6**                 |       | 4.7 |   |
|                                                 |   |                    |       |   |   |
| Federal and state income taxes                       |   | **1.5**                 |       | 1.9 |   |
|                                                 |   |                    |       |   |   |
| **INCOME  BEFORE ACCOUNTING CHANGE**            |   | **2.1**                 |       | 2.8 |   |
|                                                 |   |                    |       |   |   |
| Cumulative  effect of Accounting Change (net of tax) |   | **—**              |       | .4 |   |
|                                                 |   |                    | ** ** |   | ** ** |
| **NET  INCOME**                                      |   | **2.1**                 |       | 3.2 |   |
|                                                 |   |                    |       |   |   |
| **RETAINED EARNINGS AT BEGINNING OF  PERIOD**        |   | **409.7**               |       | 394.1 |   |
|                                                 |   |                    |       |   |   |
| **RETAINED  EARNINGS AT END OF PERIOD**              |   | **$**                   | **411.8**  |   | $ | 397.3 |   |

 

Earnings per shareand dividends per share are not reported because the Company is a wholly ownedsubsidiary of PACCAR Financial Services Corporation.

 

See Notes toFinancial Statements.

 

2

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| **Balance  Sheets**                                                                                                                           |   | **March 31**    |        | **December  31** |       |
|-----------------------------------------------------------------------------------------------------------------------------------------------|--------|-----------------|-------------|------------------|------------|
| (Millions of Dollars)                                                                                                                         |   | **2002**        |        | **2001**         |       |
|                                                                                                                                          |   |            |        |             |       |
| **ASSETS:**                                                                                                                                   |   | **(Unaudited)** |        |             |       |
|                                                                                                                                          |   |            |        |             |       |
| Cash                                                                                                                                          |   | **$**           | **13.7**    |             | $          | 18.5 |   |
| Finance and  other receivables, net of allowance for losses of $66.5 ($66.2 in 2001)                                                          |   | **3,142.2**     |        | 3,289.1          |       |
| Loans  to PACCAR Inc and affiliates                                                                                                           |   | **149.1**       |        | 163.2            |       |
| Equipment  on operating leases, net of allowance for depreciation of $22.7 ($21.9 in  2001)                                                   |   | **53.9**        |        | 52.0             |       |
| Equipment  held for sale                                                                                                                      |   | **10.7**        |        | 17.1             |       |
| Other  assets                                                                                                                                 |   | **28.0**        |        | 22.7             |       |
|                                                                                                                                          |   |            |        |             |       |
| **TOTAL  ASSETS**                                                                                                                             |   | **$**           | **3,397.6** |             | $          | 3,562.6 |   |
|                                                                                                                                          |   |            | ** **  |             | ** ** |
| **LIABILITIES:**                                                                                                                              |   |            | ** **  |             | ** ** |
|                                                                                                                                          |   |            | ** **  |             | ** ** |
| Accounts  payable and accrued expenses                                                                                                        |   | **$**           | **59.3**    |             | $          | 55.8 |   |
| Payable  for finance receivables acquired                                                                                                     |   | **28.6**        |        | 30.5             |       |
| Derivative  liability                                                                                                                         |   | **35.8**        |        | 52.0             |       |
| Borrowings                                                                                                                                    |   | **2,563.4**     |        | 2,740.1          |       |
| Income  taxes - current and deferred                                                                                                          |   | **168.4**       |        | 161.2            |       |
|                                                                                                                                          |   |            |        |             |       |
| **TOTAL  LIABILITIES**                                                                                                                        |   | **2,855.5**     |        | 3,039.6          |       |
|                                                                                                                                          |   |            | ** **  |             | ** ** |
| **STOCKHOLDER’S EQUITY:**                                                                                                                |   |            | ** **  |             | ** ** |
|                                                                                                                                          |   |            | ** **  |             | ** ** |
| Preferred  stock, $100 par value per share, 6% noncumulative and nonvoting, 450,000  shares authorized, 310,000 shares issued and outstanding |   | **31.0**        |        | 31.0             |       |
| Common  stock, par value $100 per share, 200,000 shares authorized, 145,000 shares  issued and outstanding                                    |   | **14.5**        |        | 14.5             |       |
| Paid-in  capital                                                                                                                              |   | **105.4**       |        | 99.5             |       |
| Retained  earnings                                                                                                                            |   | **411.8**       |        | 409.7            |       |
| Accumulated  other comprehensive loss                                                                                                         |   | **(20.6**       | **)**       | (31.7            | )          |
|                                                                                                                                          |   |            |        |             |       |
| **TOTAL  STOCKHOLDER’S EQUITY**                                                                                                          |   | **542.1**       |        | 523.0            |       |
|                                                                                                                                          |   |            |        |             |       |
| **TOTAL  LIABILITIES AND STOCKHOLDER’S EQUITY**                                                                                          |   | **$**           | **3,397.6** |             | $          | 3,562.6 |   |

 

See Notes toFinancial Statements.

 

3

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##### **Statements of Cash Flows (Unaudited)**

(Millions ofDollars)

 
| Three Months Ended March 31                                       |   | **2002**   |       | **2001** |       |
|-------------------------------------------------------------------|--------|------------|------------|----------|------------|
|                                                              |   |       |       |     |       |
| **OPERATING  ACTIVITIES:**                                        |   |       |       |     |       |
|                                                              |   |       |       |     |       |
| Net  income                                                       |   | **$**      | **2.1**    |     | $          | 3.2 |   |
| Items  included in net income not affecting cash:                 |   |       |       |     |       |
| Provision  for losses on receivables                              |   | **15.8**   |       | 16.9     |       |
| Deferred  tax provision                                           |   | **(4.0**   | **)**      | (.7      | )          |
| Depreciation  and amortization                                    |   | **4.1**    |       | 4.3      |       |
| Increase  (decrease) in payables and other                        |   | **5.3**    |       | (19.7    | )          |
|                                                              |   |       |       |     |       |
| **NET  CASH PROVIDED BY OPERATING ACTIVITIES**                    |   | **23.3**   |       | 4.0      |       |
|                                                              |   |       |       |     |       |
| **INVESTING  ACTIVITIES:**                                        |   |       |       |     |       |
|                                                              |   |       |       |     |       |
| Finance  and other receivables originated                         |   | **(215.9** | **)**      | (234.8   | )          |
| Collections  on finance and other receivables                     |   | **348.1**  |       | 341.2    |       |
| Net  decrease in wholesale receivables                            |   | **3.6**    |       | 85.1     |       |
| Net  decrease in loans to PACCAR Inc and affiliates               |   | **14.1**   |       | 1.6      |       |
| Acquisition  of equipment                                         |   | **(8.4**   | **)**      | (4.3     | )          |
| Proceeds  from disposal of equipment                              |   | **1.2**    |       | 3.7      |       |
|                                                              |   |       |       |     |       |
| **NET  CASH PROVIDED BY INVESTING ACTIVITIES**                    |   | **142.7**  |       | 192.5    |       |
|                                                              |   |       |       |     |       |
| **FINANCING  ACTIVITIES:**                                        |   |       | ** ** |     | ** ** |
|                                                              |   |       | ** ** |     | ** ** |
| Net  decrease in commercial paper and other short-term borrowings |   | **(228.9** | **)**      | (13.1    | )          |
| Proceeds  from medium-term notes and other borrowings             |   | **150.0**  |       | —   |       |
| Payments  of medium-term notes and other borrowings               |   | **(97.8**  | **)**      | (189.5   | )          |
| Net  advances from PACCAR Inc                                     |   | —     |       | (5.1     | )          |
| Capital  contributions                                            |   | **5.9**    |       | 5.2      |       |
|                                                              |   |       |       |     |       |
| **NET  CASH USED IN FINANCING ACTIVITIES**                        |   | **(170.8** | **)**      | (202.5   | )          |
|                                                              |   |       |       |     |       |
| **NET  DECREASE IN CASH**                                         |   | **(4.8**   | **)**      | (6.0     | )          |
|                                                              |   |       |       |     |       |
| **CASH  AT BEGINNING OF PERIOD**                                  |   | **18.5**   |       | 12.6     |       |
|                                                              |   |       |       |     |       |
| **CASH  AT END OF PERIOD**                                        |   | **$**      | **13.7**   |     | $          | 6.6 |   |

 

 

See Notes toFinancial Statements.

 

4

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| **Notes  to Financial Statements** |   | **(Millions  of Dollars)** |
|------------------------------------|--------|----------------------------|

 

**NOTE A—Basis ofPresentation**

 

The accompanying unaudited financial statements have been prepared inaccordance 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 requiredby generally accepted accounting principles for complete financial statements.However, in the opinion of management, all adjustments (consisting of normalrecurring accruals) considered necessary for a fair presentation have beenincluded. For further information, refer to the financial statements andfootnotes included in PACCAR Financial Corp.’s (the “Company”) Annual Report onForm 10-K for the year ended December 31, 2001.

 

*DerivativeFinancial Instruments:*Effective January 1, 2001, the Company adoptedFinancial Accounting Standard (FAS) No. 133, “Accounting for DerivativeInstruments and Hedging Activities.” The adoption of FAS 133 on January 1, 2001resulted in a cumulative increase to net income of $.4, net of related incometax effects of $.3, and a cumulative reduction to Other Comprehensive Income(“OCI”) of $14.6 which is net of related income tax effects of $9.2 in thefirst quarter of 2001.

 

*Reclassifications*: Certain prior yearamounts have been reclassified to conform to the 2002 presentation.

 

 

**NOTEB—Transactions with PACCAR Inc and Affiliates (Unaudited)**

 

The Company andPACCAR Inc (“PACCAR”) are parties to a Support Agreement that obligates PACCARto provide, when required, financial assistance to the Company to ensure thatthe Company maintains a ratio of net earnings available for fixed charges tofixed charges (as defined) of at least 1.25 to 1 for any fiscal year. TheSupport Agreement also requires PACCAR to own, directly or indirectly, alloutstanding voting stock of the Company. For the first three months of 2002 theCompany has not maintained the specified ratio of earnings to fixed charges.The Company will determine the amount of any necessary PACCAR assistance at theend of the fiscal year. In order to maintain the ratio of earnings to fixedcharges in 2001, PACCAR provided earnings support by assuming $17.0 of theCompany’s interest expense in the fourth quarter of 2001.

 

PACCAR FinancialServices Corporation (“PFSC”) charges the Company for certain administrativeservices it provides and certain services the Company receives indirectly fromPACCAR. These costs are charged to the Company based upon the Company’sspecific use of the services at PFSC’s or PACCAR’s cost. Management considersthese charges reasonable and not significantly different from the costs thatwould be incurred if the Company were on a stand-alone basis. PFSC recognizescertain of these administrative services as an additional investment in theCompany. The Company records the investment as paid-in capital. The Company mayelect to pay a dividend to PFSC for the paid-in capital invested in prioryears. There were no cash dividends declared or paid during the first threemonths of 2002 or 2001.

 

Periodically, theCompany borrows funds from PACCAR and makes loans to PACCAR. Loans outstandingto PACCAR were $24.5 and $20.3 at March 31, 2002 and December 31, 2001,respectively. There were no loans outstanding from PACCAR at March 31, 2002 orDecember 31, 2001.

 

PACCAR has issuedletters of credit in the amount of $6.3 on behalf of the Company to guaranteefunds for payment to insured franchises and their customers for any futureinsurance losses.

 

5

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The Companyperiodically loans funds to certain foreign finance and leasing affiliates ofPACCAR. The foreign affiliates operate in the United Kingdom, the Netherlands,Mexico, Canada and Australia, and any resulting currency exposure is fullyhedged. These various affiliates have Support Agreements with PACCAR, similarto the Company’s Support Agreement. The foreign affiliates provide financingand leasing of trucks and related equipment manufactured primarily by PACCARand sold through PACCAR’s independent dealer networks in Europe, Mexico, Canadaand Australia. The Company will not make loans to the foreign affiliates inexcess of the equivalent of $300.0 United States dollars, unless the amount inexcess of such limits is guaranteed by PACCAR. The Company periodically reviewsthe funding alternatives for these affiliates, and these limits may be revisedin the future. There was a total of $124.6 and $142.9 in loans outstanding toforeign affiliates operating in the United Kingdom, the Netherlands and Mexicoat March 31, 2002 and December 31, 2001, respectively.

 

 

**NOTE C—PreferredStock**

 

The Company’s Articles of Incorporation provide that the 6%noncumulative, nonvoting preferred stock (100% owned by PFSC) is redeemableonly at the option of the Company’s Board of Directors.

 

 

**NOTE D—Other****Comprehensive Income (Unaudited)**

 

The components ofother comprehensive income, net of related tax, were as follows:

 
|                                                             |   | **Three  Months Ended** |     |
|------------------------------------------------------------------|--------|-------------------------|----------|
|                                                             |   | **March 31**            |     |
|                                                             |   | **2002**                |     | **2001** |   |
| Net income                                                       |   | **$**                   | **2.1**  |   | $ | 3.2 |   |
| Other comprehensive  income (loss):                              |   |                    |     |   |   |
| Cumulative  effect of accounting change for derivative contracts |   | **—**              |     | (14.6 | ) |
| Unrealized net  gain (loss) on derivative contracts              |   | **11.1**                |     | (14.7 | ) |
| Net other  comprehensive income (loss)                           |   | **11.1**                |     | (29.3 | ) |
| Total  comprehensive income (loss)                               |   | **$**                   | **13.2** |   | $ | (26.1 | ) |

 

Accumulated othercomprehensive loss of $20.6 and $31.7 at March 31, 2002 and December 31, 2001,respectively, is comprised of the unrealized net loss on derivative contracts.

 

6

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| **Item 2.** | **MANAGEMENT’S DISCUSSION AND  ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Millions of  Dollars)**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|-------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|        | **Results of Operations:**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|        | The Company’s net income of $2.1 for the first three  months of 2002 was $1.1 or 34% lower than the comparable period in 2001.  Interest and other revenue declined $19.6 or 22% to $70.3 over the same  period due to lower earning assets and lower interest rates. Average earning  assets decreased 16% for the first three months of 2002 to $3,251.2 from $3,868.5  for the comparable period in 2001 as a result of lower new loan volume and  early contract terminations related to repossessions. Interest and other  borrowing expense decreased $18.5 or 36% for the first three months of 2002  to $32.9 due to lower debt balances and interest rates. The provision for  losses on receivables decreased 7% to $15.8 for the first three months of  2002 compared to $16.9 in the comparable period in 2001 due to lower credit  losses. |
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|        | The following table summarizes the activity in the  Company’s allowance for losses on receivables and presents related ratios:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|        | **Allowance for Losses (Unaudited)**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|        | (Millions of Dollars)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |

 

 
|                                                                                                                  |   | **Three  Months  Ended** |     | **Year Ended**   |   | **Three  Months  Ended** |   |
|-----------------------------------------------------------------------------------------------------------------------|--------|--------------------------|----------|------------------|--------|--------------------------|--------|
|                                                                                                                  |   | **March 31**             |     | **December  31** |   | **March 31**             |   |
|                                                                                                                  |   | **2002**                 |     | **2001**         |   | **2001**                 |   |
| Balance at beginning of period                                                                                        |   | **$**                    | **66.2** |             | $      | 65.4                     |   | $ | 65.4 |   |
| Provision for losses                                                                                                  |   | **15.8**                 |     | 80.8             |   | 16.9                     |   |
| Credit losses net of recoveries                                                                                       |   | **(15.5**                | **)**    | (80.0            | )      | (16.9                    | )      |
| Balance at end of period                                                                                              |   | **$**                    | **66.5** |             | $      | 66.2                     |   | $ | 65.4 |   |
|                                                                                                                  |   |                     |     |             |   |                     |   |   |   |   |
| Ratios:                                                                                                               |   |                     |     |             |   |                     |   |
|                                                                                                                  |   |                     |     |             |   |                     |   |
| Net losses to average net  receivables andequipment on operating leases (annualized for  March 31, 2002 and 2001)     |   | **1.95**                 | **%**    | 2.20             | %      | 1.76                     | %      |
|                                                                                                                  |   |                     |     |             |   |                     |   |
| Allowance for losses to  period-end net contracts and equipment on operating leases                                   |   | **2.07**                 | **%**    | 1.98             | %      | 1.72                     | %      |
|                                                                                                                  |   |                     |     |             |   |                     |   |
| Period-end retail contracts and  leases past due (over 60 days) to period-end retail contracts and lease  receivables |   | **2.85**                 | **%**    | 3.11             | %      | 3.71                     | %      |

 

The Company is expected to continue to incur highlevels of credit losses. Increasing fuel costs, weakness in truck freightvolume and higher insurance costs continue to put pressure on truck operators’profit margins.

 

7

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**Fundingand Liquidity:**

 

The Company manages its capital structure consistentwith industry standards. Since 1983, the Company has registered debt securitiesunder the Securities Act of 1933 for offering to the public. In 2000, theCompany filed a shelf registration statement under which $2,500.0 ofmedium-term notes could be issued as needed. As of March 31, 2002, $1,325.0 ofsuch securities were available for issuance.

 

The Company believes that it has sufficient financialcapabilities to continue funding receivables and servicing debt throughinternally generated funds, lines of credit, access to public and private debtmarkets, and other financial resources. The decrease in borrowings to $2,563.4at March 31, 2002 from $2,740.1 at December 31, 2001 is due to collectionsexceeding the origination of finance and other receivables.

 

Other information on liquidity, sources of capital,and contractual cash commitments as presented in the Company’s 2001 AnnualReport on Form 10-K continue to be relevant.

 

**ForwardLooking Statements:**

 

Certain information presented in this Form 10-Qcontains forward-looking statements made pursuant to the Private SecuritiesLitigation Reform Act of 1995, which are subject to risks and uncertaintiesthat may affect actual results. Risks and uncertainties include, but are notlimited to global and local economic, political and industry conditions;competitive pressures; price changes impacting manufacturing and operatingcosts; insufficient or under-utilization of manufacturing capacity; andlegislation and governmental regulation.

 

8

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| **Item 3.** | **QUANTITATIVE AND QUALITATIVE  DISCLOSURES ABOUT MARKET RISK**                                                                                                                                                                         |
|-------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|        |                                                                                                                                                                                                                                    |
|        | There have been no material changes in the Company’s  market risk during the three months ended March 31, 2002. For additional  information, refer to Item 7a of the Company’s December 31, 2001 Annual  Report on Form 10-K. |
|        |                                                                                                                                                                                                                                    |
| **Item 6.** | **EXHIBITS AND REPORTS ON FORM 8-K**                                                                                                                                                                                                    |
|        |                                                                                                                                                                                                                                    |
| (a)         | Exhibits filed as part of this  report are listed in the accompanying Exhibit Index.                                                                                                                                                    |
|        |                                                                                                                                                                                                                                    |
| (b)         | There were no reports on Form  8-K for the quarter ended March 31, 2002.                                                                                                                                                                |

 

 

9

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**SIGNATURES**

 

 

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

 

 

 
|   |          |   | **PACCAR Financial Corp.**  |
|--------|---------------|--------|-----------------------------|
|   |          |   | (Registrant)                |
|   |          |   |                        |
| Date   | May  13, 2002 |   | By                          | /s/  Timothy M. Henebry  |
|   |          |   |                        |
|   |          |   | Timothy  M. Henebry         |
|   |          |   | President                   |
|   |          |   | (Authorized  Officer)       |
|   |          |   |                        |
|   |          |   | By                          | /s/  Barry E. Prather |
|   |          |   |                        |
|   |          |   | Barry  E. Prather           |
|   |          |   |  Controller            |
|   |          |   | (Chief  Accounting Officer) |
|   |          |   |                        |

 

10

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**EXHIBITINDEX**

 

Exhibit(in order of assigned index numbers)

 
|   | 3.1    | Restated 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).                                                                                                     |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   | 3.2    | By-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).                                                                                                                                                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   | 4.1    | Indenture  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). |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   | 4.3    | Forms  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).                                                                                                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   | 4.4    | Forms  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).                                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   | 4.5    | Forms  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).                                                                                                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   | 10.1   | Support  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).                                                                                                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   | 12.1   | Statement  re: computation of ratio of earnings to fixed charges of the Company pursuant  to SEC reporting requirements for the three-month periods ended March 31,  2002 and 2001.                                                                                                                                                                                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   | 12.2   | Statement  re: computation of ratio of earnings to fixed charges of the Company pursuant  to the Support  Agreement  between the Company and PACCAR for the  three-month periods ended March 31, 2002 and 2001.                                                                                                                                                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   | 12.3   | Statement  re: computation of ratio of earnings to fixed charges of PACCAR and  subsidiaries pursuant to SEC reporting requirements for the three-month  periods ended March 31, 2002 and 2001.                                                                                                                                                                                                                                             |

 

Other exhibits listed in Item 601 of Regulation S-K arenot applicable.

 

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