10-Q

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended June 30, 2004

or

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

For the transition period from                  to                

Commission File No. 001-14817

PACCAR Inc

(Exact name of registrant as specified in its charter)

Delaware	91-0351110
(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) 468-7400
(Registrant’s 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 at least the past 90 days.  Yes ý Noo

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).  Yes ý No o

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

Common Stock, $1 par value—173,562,532 shares as of June 30, 2004

INDEX

PART I.  FINANCIAL INFORMATION:
ITEM 1.		FINANCIAL STATEMENTS:
	Consolidated Statements of Income —
	Three and Six Months Ended June 30, 2004 and 2003 (unaudited)
	Consolidated Balance Sheets —
	June 30, 2004 (unaudited) and December 31, 2003
	Condensed Consolidated Statements of Cash Flows —
	Six Months Ended June 30, 2004 and 2003 (unaudited)
	Notes to Consolidated Financial Statements (unaudited)
ITEM 2.		MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION
ITEM 3.		QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ITEM 4.		CONTROLS AND PROCEDURES
PART II. OTHER INFORMATION:
ITEM 2.		CHANGES IN SECURITIES AND USE OF PROCEEDS AND ISSUER PURCHASES OF EQUITY SECURITIES
ITEM 4.		SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
ITEM 6.		EXHIBITS AND REPORTS ON FORM 8-K
SIGNATURE
INDEX TO EXHIBITS

2

PACCAR Inc AND SUBSIDIARIES

PART I—FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Consolidated Statements of Income (Unaudited)

(Millions Except Per Share Amounts)

	Three Months Ended June 30				Six Months Ended June 30
	2004		2003		2004		2003
TRUCK AND OTHER:
Net sales and revenues	$	2,653.4	$	1,895.1	$	5,027.7	$	3,698.3
Cost of sales and revenues	2,255.2		1,656.4		4,298.7		3,234.4
Selling, general and administrative	93.1		86.9		190.6		175.7
Interest and other, net	2.7		.5		6.4		2.0
	2,351.0		1,743.8		4,495.7		3,412.1
Truck and Other Income Before Income Taxes	302.4		151.3		532.0		286.2
FINANCIAL SERVICES:
Revenues	133.4		117.1		260.4		230.7
Interest and other	69.0		62.1		136.4		123.3
Selling, general and administrative	19.4		17.8		38.8		35.4
Provision for losses on receivables	3.7		8.4		6.4		16.5
	92.1		88.3		181.6		175.2
Financial Services Income Before Income Taxes	41.3		28.8		78.8		55.5
Investment income	18.9		11.0		30.4		21.7
Total Income Before Income Taxes	362.6		191.1		641.2		363.4
Income taxes	126.1		67.0		222.5		128.5
Net Income	$	236.5	$	124.1	$	418.7	$	234.9
Net Income Per Share:
Basic	$	1.35	$	.71	$	2.39	$	1.35
Diluted	$	1.34	$	.71	$	2.37	$	1.34
Weighted Average Common Shares Outstanding:
Basic	174.8		174.8		175.2		174.5
Diluted	175.9		175.9		176.3		175.5
Dividends declared per share	$	.20	$	.15	$	.35	$	.28

See Notes to Consolidated Financial Statements.

3

PACCAR Inc AND SUBSIDIARIES

Consolidated Balance Sheets

ASSETS (Millions of Dollars)

	June 30 2004		December 31 2003*
	(Unaudited)
TRUCK AND OTHER:
Current Assets
Cash and cash equivalents	$	1,029.5	$	1,323.2
Trade and other receivables, net of allowance for losses	628.8		479.1
Marketable debt securities	708.8		377.1
Inventories	327.2		334.5
Deferred taxes and other current assets	110.8		_85.0
Total Truck and Other Current Assets	2,805.1		2,598.9
Equipment on operating leases, net	446.2		494.8
Property, plant and equipment, net	885.0		893.4
Goodwill and other	368.6		347.1
Total Truck and Other Assets	4,504.9		4,334.2
FINANCIAL SERVICES:
Cash and cash equivalents	38.5		23.8
Finance and other receivables, net of allowance for losses	5,294.5		4,994.9
Equipment on operating leases, net	534.5		471.0
Other assets	148.0		115.7
Total Financial Services Assets	6,015.5		5,605.4
	$	10,520.4	$	9,939.6

4

PACCAR Inc AND SUBSIDIARIES

LIABILITIES AND STOCKHOLDERS’ EQUITY

	June 30 2004			December 31 2003*
	(Unaudited)
TRUCK AND OTHER:
Current Liabilities
Accounts payable and accrued expenses	$	1,568.3		$	1,334.4
Current portion of long-term debt and commercial paper	7.5			7.8
Dividend payable				140.1
Total Truck and Other Current Liabilities	1,575.8			1,482.3
Long-term debt and commercial paper	25.0			33.7
Residual value guarantees and deferred revenues	502.0			560.4
Deferred taxes and other liabilities	344.6			330.5
Total Truck and Other Liabilities	2,447.4			2,406.9
FINANCIAL SERVICES:
Accounts payable and accrued expenses	156.6			126.8
Commercial paper and bank loans	2,432.6			2,263.0
Term debt	1,672.4			1,523.1
Deferred taxes and other liabilities	348.9			373.4
Total Financial Services Liabilities	4,610.5			4,286.3
STOCKHOLDERS’ EQUITY
Preferred stock, no par value:
Authorized 1.0 million shares, none issued
Common stock, $1 par value: Authorized 400.0 million shares, 175.6 million shares issued (including 2.0 million treasury shares)	175.6			175.1
Additional paid-in capital	541.1			524.2
Retained earnings	2,756.5			2,399.2
Less treasury shares — at cost	(107.7		)
Accumulated other comprehensive income	97.0			147.9
Total Stockholders’ Equity	3,462.5			3,246.4
	$	10,520.4		$	9,939.6

*The December 31, 2003 consolidated balance sheet has been derived from audited financial statements.

See Notes to Consolidated Financial Statements.

5

PACCAR Inc AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows (Unaudited)

(Millions of Dollars)

Six Months Ended June 30	2004			2003
OPERATING ACTIVITIES:
Net income	$	418.7		$	234.9
Adjustments to reconcile net income to cash provided by operations:
Depreciation and amortization:
Property, plant and equipment	61.8			58.8
Equipment on operating leases and other	89.6			70.6
Provision for losses on financial services receivables	6.4			16.5
Other	5.6			(44.3		)
Change in operating assets and liabilities	43.9			29.9
Cash Provided by Operations	626.0			366.4
INVESTING ACTIVITIES:
Finance receivables originated	(1,188.8		)	(889.5		)
Collections on finance receivables	913.1			940.6
Net increase in wholesale receivables	(126.0		)	(48.0		)
Marketable securities purchases	(617.0		)	(458.0		)
Marketable securities maturities and sales	282.4			509.2
Acquisition of property, plant and equipment	(69.3		)	(32.1		)
Acquisition of equipment for operating leases	(140.3		)	(121.2		)
Proceeds from asset disposals	20.2			13.3
Other	7.5			(1.9		)
Net Cash Used in Investing Activities	(918.2		)	(87.6		)
FINANCING ACTIVITIES:
Stock option transactions	9.1			23.7
Cash dividends paid	(201.3		)	(120.4		)
Repurchase of common shares	(107.7		)
Net increase (decrease) in commercial paper and bank loans	214.0			(161.2		)
Proceeds from long-term debt	608.8			443.2
Payment of long-term debt	(466.1		)	(278.9		)
Net Cash Provided by (Used in) Financing Activities	56.8			(93.6		)
Effect of exchange rate changes on cash	(43.6		)	61.4
Net (Decrease) Increase in Cash and Cash Equivalents	(279.0		)	246.6
Cash and cash equivalents at beginning of period	1,347.0			773.0
Cash and cash equivalents at end of period	$	1,068.0		$	1,019.6

See Notes to Consolidated Financial Statements.

6

PACCAR Inc AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited) (Millions, Except Per Share Amounts)

NOTE A—Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance 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 generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six month periods ended June 30, 2004, are not necessarily indicative of the results that may be expected for the year ended December 31, 2004. For further information, refer to the consolidated financial statements and footnotes included in the Company’s annual report on Form 10-K for the year ended December 31, 2003.

On February 5, 2004 PACCAR paid a 50% stock dividend to stockholders. All share and per share figures presented are adjusted for the effects of the stock dividend.

Accounting Change: Under provisions of Financial Accounting Standard (FAS) No. 148, Accounting for Stock Based Compensation-Transition and Disclosure, effective January 1, 2003, PACCAR adopted prospectively the fair value recognition provisions of FAS No. 123, Accounting for Stock-Based Compensation, for all new employee stock option awards. Under these provisions, expense is recognized for the estimated fair value over the option vesting period, generally three years for the Company. Expenses related to stock-based employee compensation included in the determination of net income for the second quarter and first half of 2003 and 2004 were less than that which would be recognized if the fair value method were applied to all awards since the original effective date of FAS No. 123. Through the end of 2002, the Company used the intrinsic value method of accounting for these awards. Under the intrinsic value method, when the exercise price of option grants equals the market value of the underlying common stock at the date of grant, no compensation expense is reflected in the Company’s net income. The following table illustrates the effect on net income and earnings per share as if the fair value method had been applied to all outstanding and unvested awards in each period.

	Three Months Ended June 30						Six Months Ended June 30
	2004			2003			2004			2003
Net income, as reported	$	236.5		$	124.1		$	418.7		$	234.9
Add: stock-based employee compensation expense included in reported net income, net of related tax effects	.7			.4			1.4			.9
Deduct: total stock-based employee compensation expense determined under fair value method for all awards, net of related tax effects	(.9		)	(1.3		)	(1.7		)	(2.7		)
Pro forma net income	$	236.3		$	123.2		$	418.4		$	233.1
Earnings per share:
Basic—as reported	$	1.35		$	.71		$	2.39		$	1.35
Basic—pro forma	1.35			.70			2.39			1.34
Diluted—as reported	$	1.34		$	.71		$	2.37		$	1.34
Diluted—pro forma	1.34			.70			2.37			1.33

7

Notes to Consolidated Financial Statements (Millions of Dollars)

NOTE B—Inventories

	June 30 2004			December 31 2003
Inventories at cost:
Finished products	$	243.0		$	247.9
Work in process and raw materials	211.6			213.3
	454.6			461.2
Less LIFO reserve	(127.4		)	(126.7		)
	$	327.2		$	334.5

Under the LIFO method of accounting (used for approximately 37% of June 30, 2004, 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 management’s estimates of those year-end amounts.

NOTE C—Product Support Liabilities

Product support liabilities consist of amounts accrued to meet product warranty obligations and deferred revenue and accrued costs associated with optional extended warranty and repair and maintenance contracts. PACCAR periodically assesses the adequacy of its recorded liabilities and adjusts them as appropriate to reflect actual experience.

Changes in product support liabilities are summarized as follows:

	2004			2003
Beginning balance, January 1	$	300.5		$	273.4
Cost accruals and revenue deferrals	121.1			75.8
Payments and revenue recognized	(105.9		)	(88.3		)
Translation	(4.0		)	14.2
Ending balance, June 30	$	311.7		$	275.1

8

NOTE D—Stockholders’ Equity

Comprehensive Income

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

	Three Months Ended June 30						Six Months Ended June 30
	2004			2003			2004			2003
Net income	$	236.5		$	124.1		$	418.7		$	234.9
Other comprehensive (loss) income:
Minimum pension liability adjustments	(.4		)	(.2		)
Unrealized net gains (losses) on derivative contracts	19.5			(.7		)	14.4			4.7
Change in net unrealized gains on securities	(6.8		)	.4			(5.9		)	(.7		)
Foreign currency translation adjustments	(39.7		)	86.8			(59.4		)	134.7
Net other comprehensive (loss) income	(27.0		)	86.1			(50.9		)	138.5
Total comprehensive income	$	209.5		$	210.2		$	367.8		$	373.4

Total comprehensive income declined slightly for the three and six month periods ended June 30, 2004 compared to the similar 2003 periods. Higher levels of net income were offset by foreign currency translation losses in 2004 compared to gains in 2003. Foreign currency translation adjustments in both years primarily resulted from the change in the value of the euro relative to the U.S. dollar. In 2004, the euro decreased in value relative to the dollar. In 2003, the euro increased in value relative to the dollar.

Accumulated Other Comprehensive Income

Accumulated other comprehensive income was comprised of the following:

	June 30 2004			December 31 2003
Net unrealized gains on securities	$	3.6		$	9.5
Minimum pension liability adjustments	(3.2		)	(3.2		)
Accumulated unrealized net losses on derivative contracts	(.7		)	(15.1		)
Accumulated foreign currency translation adjustments	97.3			156.7
Net accumulated other comprehensive income	$	97.0		$	147.9

Other Capital Stock Changes

On January 1, 2004, approximately 1,036,000 stock options previously granted to PACCAR employees became exercisable. On January 15, 2004, PACCAR granted an additional 457,600 stock options at an exercise price of $56.95. These options vest approximately three years after the date of grant. In the six months ended June 30, 2004, PACCAR issued 447,600 additional common shares under terms of employee stock option, deferred compensation and non-employee directors’ stock compensation arrangements.

9

Diluted Earnings Per Share

The following table shows the additional amounts added to weighted average basic shares outstanding to calculate diluted earnings per share. These amounts primarily represent the dilutive effect of stock options. Antidilutive options outstanding at the end of the period (where assumed per share proceeds exceed common stock market price averages for the period) are excluded from the diluted earnings per share calculation and are shown separately.

	Three Months Ended June 30		Six Months Ended June 30
	2004	2003	2004	2003
Additional shares	1,130,200	1,093,700	1,158,200	973,500
Excluded antidilutive shares	436,600	—	436,600	850,800

NOTE E—Segment Information

	Three Months Ended June 30						Six Months Ended June 30
	2004			2003			2004			2003
Net sales and revenues:
Truck
Total	$	2,709.0		$	1,934.1		$	5,114.5		$	3,749.5
Less intersegment	(73.5		)	(53.7		)	(121.5		)	(80.3		)
External customers	2,635.5			1,880.4			4,993.0			3,669.2
All other	17.9			14.7			34.7			29.1
	2,653.4			1,895.1			5,027.7			3,698.3
Financial Services	133.4			117.1			260.4			230.7
	$	2,786.8		$	2,012.2		$	5,288.1		$	3,929.0
Income (loss) before income taxes:
Truck	$	303.2		$	152.7		$	536.7		$	291.3
All other	(.8		)	(1.4		)	(4.7		)	(5.1		)
	302.4			151.3			532.0			286.2
Financial Services	41.3			28.8			78.8			55.5
Investment income	18.9			11.0			30.4			21.7
	$	362.6		$	191.1		$	641.2		$	363.4

Included in “All other” is PACCAR’s industrial winch manufacturing business and other sales, income and expense not attributable to a reportable segment, including a portion of corporate expense.

10

NOTE F—Employee Benefit Plans

	Three Months Ended June 30						Six Months Ended June 30
	2004			2003			2004			2003
Components of Pension Expense:
Service cost	$	7.5		$	6.8		$	15.0		$	13.5
Interest on projected benefit obligation	11.7			11.1			23.4			22.1
Expected return on assets	(14.0		)	(12.1		)	(27.6		)	(24.3		)
Amortization of prior service costs	.8			.7			1.5			1.5
Recognized actuarial loss	1.0			1.0			1.9			2.1
Net pension expense	$	7.0		$	7.5		$	14.2		$	14.9

During the first half of 2004, the Company contributed $53.6 to its pension plans.

The following information details the components of net periodic retiree cost for the Company’s unfunded postretirement medical and life insurance plans:

	Three Months Ended June 30				Six Months Ended June 30
	2004		2003		2004		2003
Components of Retiree Expense:
Service cost	$	.5	$	.4	$	.9	$	.9
Interest cost	.8		.7		1.5		1.5
Recognized net initial obligation	.1		.1		.2		.3
Net retiree expense	$	1.4	$	1.2	$	2.6	$	2.7

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION

RESULTS OF OPERATIONS:

PACCAR’s second quarter 2004 total net sales and revenues increased 39% to a record $2.79 billion compared to $2.01 billion reported for the second quarter in 2003. First half net sales and revenues increased 35% to $5.29 billion. Second quarter 2004 net income was a record $236.5 million and increased 91% from the $124.1 million earned in the second quarter of 2003. First half net income increased 78% to a record $418.7 million. Both the Truck and Financial Services segments contributed to the improved financial results.

Truck segment net sales and revenues in the second quarter of 2004 increased 40% to $2.64 billion compared to $1.88 billion in the second quarter of 2003. First half 2004 Truck segment net sales increased 36% to $4.99 billion. Second quarter 2004 Truck segment income before taxes almost doubled to $303.2 million compared to the $152.7 million recorded in the year-earlier period. The first half 2004 Truck segment income before taxes of $536.7 million increased 84% from the $291.3 million earned in the first half of 2003.

Truck segment results in the second quarter and first half of 2004 benefited from higher production rates, aftermarket parts sales volumes and heavy-duty truck margins in all of the Company’s primary markets due to increased demand. The positive impact of foreign currencies on sales was $72.0 million during the second quarter of 2004 and $230.8 during the first half. The impact of foreign currencies on pretax income was an increase of $10.1 million during the second quarter and $31.1 million during the first half.

Gross margins improved to 15.0% in the second quarter and 14.5% in the first half of 2004 from 12.6% in the second quarter and 12.5% in the first half of 2003 due to increased customer demand, greater utilization of factory capacity and factory operating efficiencies. Selling, general and administrative (SG&A) expense increased $6.2 million for the quarter and $14.9 million year-to-date. The increase for both periods was due to costs associated with supporting business growth and translation of expenses incurred by the Company’s foreign subsidiaries to U.S. dollars. As a percent of sales, however, SG&A decreased to a record low of 3.5% and 3.8% for the second quarter and first half of 2004, respectively, compared to year earlier levels of 4.6% and 4.8%, respectively.

In North America, industry retail sales of heavy-duty trucks for the first six months of 2004 are 40% higher than a year ago. Stronger retail sales are expected to continue for the remainder of 2004 as customers replace aging trucks and economic conditions become more favorable. In Europe, the heavy-duty truck market is expected to be 5-10% higher than 2003 levels.

Financial Services segment revenues increased 14% to $133.4 million from $117.1 million for the quarter and to $260.4 million from $230.7 million for the first half due to higher asset levels. Financial Services income before income taxes of $41.3 million in second quarter 2004 increased 43% compared to the $28.8 million earned in the second quarter of 2003. For the first half, segment pretax earnings increased 42% to $78.8 million from $55.5 million in 2003. The improvement is due to higher finance margin and lower credit losses. Finance margin improved primarily due to growth in earning assets as well as an increase in the finance margin as a percentage of earning assets. Lower credit losses reflect improved customer economics which resulted in fewer truck repossessions and higher used truck prices.

12

Investment income increased in the second quarter and first half to $18.9 million and $30.4 million, respectively due to $7.8 million of realized gains on sales of equity securities in the second quarter of 2004.

LIQUIDITY AND CAPITAL RESOURCES:

PACCAR’s Truck and Other working capital (current assets minus current liabilities) increased $112.7 million during the first half of 2004 due to the positive operating results during the period. Truck and Other cash and marketable debt securities increased in the first half of 2004 by $38 million to $1.74 billion.

The increase in cash provided by operating activities in 2004 was due primarily to higher net income in the current year, as well as increases in depreciation and other non-cash expenses. A portion of the cash provided by operating activities in 2004 was used to purchase additional marketable debt securities, pay dividends, make capital additions and repurchase PACCAR common stock.

On April 27, 2004, PACCAR announced that its Board of Directors approved a plan to purchase, from time to time on the open market, up to two million shares of its common stock.  During the second quarter of 2004, PACCAR purchased two million shares of its common stock for $107.7 million.

PACCAR’s largest financial services subsidiary, PACCAR Financial Corp., filed a shelf registration under the Securities Act of 1933, which became effective in January 2004. The shelf registration provides for the issuance of up to $3.0 billion of senior debt securities to the public. At the end of June 2004, $2.4 billion of such securities remained available for issuance.

Other information on liquidity and capital resources as presented in the 2003 Annual Report to Stockholders continues to be relevant.

FORWARD LOOKING STATEMENTS:

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

13

ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in the Company’s market risk during the six months ended June 30, 2004. For additional information, refer to the market risk disclosure in Item 7a as presented in the Company’s 2003 annual report on Form 10-K.

ITEM 4.CONTROLS AND PROCEDURES

An evaluation was performed under the supervision and with the participation of the Company’s management, including the principal executive officer and principal financial officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended) as of June 30, 2004. Based on that evaluation, the principal executive officer and principal financial officer of the Company concluded that the disclosure controls and procedures in place at the Company were adequate to ensure that information required to be disclosed by the Company, including its consolidated subsidiaries, in reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported on a timely basis in accordance with applicable rules and regulations. There have been no significant changes in the Company’s 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 Company’s internal control over financial reporting.

PART II—OTHER INFORMATION

For Items 1, 3 and 5, there was no reportable information for any of the three months ended June 30, 2004.

ITEM 2.CHANGES IN SECURITIES, AND USE OF PROCEEDS AND ISSUER PURCHASES OF EQUITY SECURITIES

For Items 2(a) through 2(d), there was no reportable information for any of the three months ended June 30, 2004.

(e)During May of 2004 PACCAR purchased, on the open market, two million shares of its common stock at an average price per share of $53.86, completing its previously announced share repurchase plan.

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

Reportable information in response to Item 4 was previously reported in the Quarterly Report on Form 10-Q for the quarter ended March 31, 2004.

14

ITEM 6.EXHIBITS AND REPORTS ON FORM 8-K

(a)Exhibits. Any exhibits filed herewith are listed in the accompanying index to exhibits.

(b)The following reports on Form 8-K were filed during the quarter ended June 30, 2004:

(1)On April 27, 2004, PACCAR issued a press release announcing its financial results for the first quarter ended March 31, 2004 and announcing that it would hold a conference call with securities analysts to discuss first quarter 2004 earnings to be held that same day.

(2)On April 27, 2004, PACCAR issued a press release announcing an increased quarterly dividend and stock repurchase program.

15

SIGNATURE

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

		PACCAR Inc
		(Registrant)
Date	August 6, 2004	By	/s/ R. E. Armstrong
			R. E. Armstrong
			Vice President and Controller
			(Authorized Officer and
			Chief Accounting Officer)

16

INDEX TO EXHIBITS

Exhibit (in order of assigned index numbers)

3Articles of incorporation and bylaws:

(a)PACCAR Inc Certificate of Incorporation, as amended to April 27, 2004.

(b)PACCAR Inc Bylaws, as amended to April 26, 1994 (incorporated by reference to the Quarterly Report on Form 10-Q for the quarter ended March 31, 1994), and Bylaw Article III, as amended to July 10, 2001 (incorporated by reference to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2001).

4Instruments defining the rights of security holders, including indentures:

(a)Rights agreement dated as of December 10, 1998, between PACCAR Inc and First Chicago Trust Company of New York setting forth the terms of the Series A Junior Participating Preferred Stock, no par value per share (incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K of PACCAR Inc dated December 21, 1998).

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

(c)Indenture for Senior Debt Securities dated as of December 1, 1983, and first Supplemental Indenture dated as of June 19, 1989, between PACCAR Financial Corp. and Citibank, N.A., Trustee (incorporated by reference to Exhibit 4.1 of the Annual Report on Form 10-K of PACCAR Financial Corp. dated March 26, 1984, File Number 0-12553 and Exhibit 4.2 to PACCAR Financial Corp.’s registration statement on Form S-3 dated June 23, 1989, Registration Number 33-29434).

(d)Forms of Medium-Term Note, Series I (incorporated by reference to Exhibits 4.2A and 4.2B to PACCAR Financial Corp.’s Registration Statement on Form S-3 dated September 10, 1998, Registration Number 333-63153).

Form of Letter of Representation among PACCAR Financial Corp., Citibank, N.A. and the Depository Trust Company, Series I (incorporated by reference to Exhibit 4.3 to PACCAR Financial Corp.’s Registration Statement on Form S-3 dated September 10, 1998, Registration Number 333-63153).

(e)Forms of Medium-Term Note, Series J (incorporated by reference to Exhibits 4.2A and 4.2B to PACCAR Financial Corp.’s Registration Statement on Form S-3 dated March 2, 2000, Registration Number 333-31502).

Form of Letter of Representation among PACCAR Financial Corp., Citibank, N.A. and the Depository Trust Company, Series J (incorporated by reference to Exhibit 4.3 to PACCAR Financial Corp.’s Registration Statement on Form S-3 dated March 2, 2000, Registration Number 333-31502).

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

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

10Material contracts:

(a)PACCAR Inc Incentive Compensation Plan (incorporated by reference to Exhibit (10)(a) of the Annual Report on Form 10-K for the year ended December 31, 1980).

(b)Amended and Restated Supplemental Retirement Plan (incorporated by reference to Exhibit (10)(b) of the Quarterly Report on Form 10-Q for the quarter ended September 30, 2000).

(c)Amended and Restated Deferred Incentive Compensation Plan (incorporated by reference to Exhibit (10)(g) of the Quarterly Report on Form 10-Q for the quarter ended September 30, 2000).

(d)PACCAR Inc Restricted Stock and Deferred Compensation Plan for Non-employee Directors (incorporated by reference to Appendix C of the 2004 Proxy Statement, dated March 15, 2004).

(e)PACCAR Inc Long Term Incentive Plan (incorporated by reference to Appendix A of the 2002 Proxy Statement, dated March 19, 2002).

(f)PACCAR Inc Senior Executive Yearly Incentive Compensation Plan (incorporated by reference to Appendix B of the 2002 Proxy Statement, dated March 19, 2002).

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

(a)Certification of Principal Executive Officer.

(b)Certification of Principal Financial Officer.

32Section 1350 Certifications:

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

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EX-3.(A)

EXHIBIT 3(a)

CERTIFICATE OF INCORPORATION

OF

PACCAR Inc

FIRST:  The name of this Corporation shall be

“PACCAR Inc”.

SECOND:  The Corporation’s Registered Office shall be at 100 West 10th Street, Wilmington, Delaware.  The Corporation’s Registered Agent shall be the Corporation Trust Company, a corporation, 100 West 10th Street, Wilmington, Delaware.

THIRD:  The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

FOURTH:  The Corporation is authorized to issue 401,000,000 shares of stock of all classes, consisting of 400,000,000 shares of common stock having a par value of $1 per share and 1,000,000 shares of preferred stock having no par value.  Each holder of record of shares of common stock shall be entitled to one vote for each share of stock outstanding in his name of record on the books of the Corporation.  The holders of shares of preferred stock shall have no vote other than as may be provided by resolution of the Board of Directors.  Other than as here expressly provided, the Board of Directors of the Corporation is expressly granted the

authority to fix by resolution or resolutions, the voting power, designations, preferences and relative participating optional or other special rights and the qualifications, limitations or restrictions thereof in respect of any class or classes of stock or any shares of any class of stock of the Corporation to the full extent permitted by the General Corporation Law of the State of Delaware.

FIFTH:  The original Bylaws of the Corporation may be adopted by the incorporator.  Thereafter the power to make, alter or repeal Bylaws is conferred upon the Directors of the Corporation.

SIXTH:  The Corporation shall have and may exercise all powers and rights, including but not limited to the power to indemnify its directors, officers, employees and agents, or any of them, in all respects as and to the full extent authorized or permitted by the General Corporation Law of the State of Delaware as the same has been heretofore or may be hereafter amended and by the provisions of this Certificate.

SEVENTH:  The affirmative vote of holders of two-thirds (2/3) of the outstanding shares of stock entitled to vote shall be necessary for the following corporate actions:

1.The removal, with or without cause, of any Director or the entire Board of Directors;

2.Amendment of this Certificate of Incorporation;

3.Adoption of an agreement of merger or consolidation;

4.The sale, lease or exchange of all or substantially all of the Corporation’s property and assets;

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5.Dissolution of the Corporation; and

6.Approval of a stockholder action to make, alter or repeal the Bylaws.

EIGHTH:  If any “Unfriendly Suitor” (as described below, hereafter “Suitor”) becomes the beneficial owner after the record

date for the 1986 stockholders’ meeting, directly or indirectly, of twenty percent (20%) or more of the outstanding shares of stock of the Corporation, then in addition to the two-thirds (2/3) voting requirement for any transactions described in paragraphs 3, 4 or 5 of Article SEVENTH (each called “a Business Combination”), the following shall also be necessary:

1.The cash, or fair market value of other consideration, to be received per share by stockholders of the Corporation in any Business Combination in which the Suitor has a direct or indirect material interest, other than solely as a Stockholder of the Corporation, shall not be less than the highest per share price (including brokerage commissions and/or soliciting dealers’ fees) paid by the Suitor in acquiring any of its holdings of the Corporation’s common stock.

2.The Suitor shall not have received the benefit, directly or indirectly of any loans, advances, guarantees, pledges or other financial assistance or tax benefits provided by the Corporation.

The term Suitor includes any person, corporation, or affiliate

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and any party with which the Suitor has a direct or indirect agreement, understanding or arrangement for the purpose of acquiring, holding or voting stock of the Corporation.

The affirmative vote of two-thirds (2/3) of the outstanding shares of stock entitled to vote, other than stock held by the Suitor, shall be necessary to amend this Article EIGHTH.

NINTH:

1.The number of the directors of the Corporation shall be fixed from time to time by or pursuant to the Bylaws of the Corporation.  The directors shall be classified, with respect to the time for which they severally hold office, into three classes, as nearly equal in number as possible, as shall be provided in the manner specified in the Bylaws of the Corporation, one class to be originally elected for a term expiring at the annual meeting of stockholders to be held in 1987, another class to be originally elected for a term expiring at the annual meeting of stockholders to be held in 1988, and another class to be originally elected for a term expiring at the annual meeting of stockholders to be held in 1989, with each class to hold office until its successor is elected and qualified.  At each annual meeting of the stockholders of the Corporation, the successors of the class of directors whose term expires at that meeting shall

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be elected to hold office for a term expiring at the annual meeting of stockholders held in the third year following the year of their election.

2.Newly created directorships resulting from any increase in the number of directors and any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal or other cause shall be filled by the affirmative vote of a majority of the remaining directors then in office, even though less than a quorum of the Board of Directors. Any director elected in accordance with the preceding sentence shall hold office for the remainder of the full term of the class of directors in which the new directorship was created or the vacancy occurred and until such director’s successor shall have been elected and qualified.  No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.

TENTH:  Any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of stockholders and may not be effected by any consent in writing by the stockholders.  Except as otherwise required by law and subject to the rights of the holders of any class or series of stock having a preference over the Common Stock as to dividends or upon liquidation, special meetings of stockholders of the Corporation may be called only by the Board of

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Directors pursuant to a resolution approved by a majority of the entire Board of Directors.

ELEVENTH:  The liability of the Corporation’s directors to the Corporation or its stockholders shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law as amended from time to time.  Any amendment or repeal of this Article ELEVENTH shall not adversely affect any right or protection of a director for acts or omissions prior to such amendment or repeal.

TWELFTH:

1.Right to Indemnification.  Each person made or threatened to be made a party to or involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”), by reason of the fact that he or she (or a person of whom he or she is the legal representative) is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of the proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be

6

indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as it now exists or may be amended, against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by a person in connection with a proceeding.  The indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in paragraph 2 of this Article TWELFTH, the Corporation shall indemnify any person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if the proceeding (or part thereof) was authorized by the Board of Directors of the Corporation.  The right to indemnification conferred in this Article TWELFTH shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law requires, the payment of expenses incurred by a director or officer in his or her capacity as a director or

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officer (and not in any other capacity in which service was or is rendered by a person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of the director or officer, to repay all amounts so advanced if it shall ultimately be determined that the director or officer is not entitled to be indemnified under this Article TWELFTH or otherwise.  The Corporation may, by action of its Board of Directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers.

2.If a claim under paragraph 1 of this Article TWELFTH is not paid in full by the Corporation within thirty days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the cost and expense (including attorneys’ fees) of prosecuting the claim.  It shall be a defense to an action (other than an action brought to enforce a claim for expenses incurred in

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defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the Delaware General Corporation Law for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation.  Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of the action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the claimant has not met the applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

3.The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article TWELFTH shall not be exclusive of any other

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right which any person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, bylaw, agreement, vote of stockholders or disinterested directors or otherwise.

4.The Corporation may maintain insurance, at its expense, to protect itself and any director officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against the expense, liability or loss under the Delaware General Corporation Law.

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EX-31.(A)

EXHIBIT 31(a)

CERTIFICATION

I, Mark C. Pigott, Chairman and Chief Executive Officer, 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 registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-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 registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

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

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

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

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

Date	August 6, 2004
		/s/ Mark C. Pigott
		Mark C. Pigott
		Chairman and Chief Executive Officer
		(Principal Executive Officer)

EX-31.(B)

EXHIBIT 31(b)

CERTIFICATION

I, Michael A. Tembreull, Vice Chairman, 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 registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-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 registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

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

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

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

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

Date	August 6, 2004
		/s/ Michael A. Tembreull
		Michael A. Tembreull
		Vice Chairman
		(Principal Financial Officer)

EX-32.(A)

EXHIBIT 32(a)

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 March 31, 2004 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 6, 2004	By	/s/ Mark C. Pigott
			Mark C. Pigott
			Chairman and
			Chief Executive Officer
			PACCAR Inc
		By	/s/ Michael A. Tembreull
			Michael A. Tembreull
			Vice Chairman
			PACCAR Inc
			(chief financial officer)

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