UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the fiscal year ended December 31, 2006 |
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OR |
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TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 0-6394
PACCAR INC SAVINGS INVESTMENT PLAN
(Full title of plan)
PACCAR Inc
777 106th Avenue, N.E.
Bellevue, Washington 98004
(Name of issuer of securities held pursuant to the
plan and address of its principal executive office)
A. Financial Statements and Schedules:
Report of Independent Registered Public Accounting Firm
Financial Statements:
Statements of Net Assets Available for Benefits
Statement of Changes in Net Assets Available for Benefits
Notes to Financial Statements
Supplemental Schedules:
Schedule H, Line 4i – Schedule of Assets (Held at End of Year)
Schedule H, Line 4j – Schedule of Reportable Transactions
B. Exhibits
23 Consent of Independent Registered Public Accounting Firm
2
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
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PACCAR INC SAVINGS INVESTMENT PLAN |
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By: |
/s/ Jack LeVier |
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J. K. LeVier |
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Vice President - Human Resources |
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PACCAR Inc |
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Financial Statements and Supplemental Schedules
PACCAR Inc Savings Investment Plan
December 31, 2006 and 2005 and Year Ended December 31, 2006
With Report of Independent Registered Public Accounting Firm
4
PACCAR
Inc
Savings Investment Plan
Financial Statements and Supplemental Schedules
December 31, 2006 and 2005 and
Year Ended December 31, 2006
Contents
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Financial Statements |
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Supplemental Schedules |
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Schedule H, Line 4i – Schedule of Assets (Held at End of Year) |
5
Report of Independent Registered Public Accounting Firm
The Administrator
PACCAR Inc Savings Investment Plan
We have audited the accompanying statements of net assets available for benefits of the PACCAR Inc Savings Investment Plan as of December 31, 2006 and 2005, and the related statement of changes in net assets available for benefits for the year ended December 31, 2006. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Plan’s internal control over financial reporting. Our audits included consideration of the Plan’s internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2006 and 2005, and the changes in its net assets available for benefits for the year ended December 31, 2006, in conformity with U.S. generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedules of assets (held at end of year) as of December 31, 2006, and reportable transactions for the year then ended, are presented for purposes of additional analysis and are not a required part of the financial statements but are supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan’s management. The supplemental schedules have been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, are fairly stated in all material respects in relation to the financial statements taken as a whole.
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June 27, 2007 |
/s/ ERNST & YOUNG LLP |
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1
PACCAR Inc
Savings Investment Plan
Statements of Net Assets Available for Benefits
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December 31 |
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2006 |
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2005 |
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Assets |
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Investments, at fair value: |
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Money market funds |
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$ |
155,213 |
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$ |
148,455 |
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Commingled trust funds |
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199,031,987 |
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187,368,443 |
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Mutual funds |
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391,002,629 |
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332,247,343 |
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Common stock |
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981,906,112 |
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715,835,009 |
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Participant loans |
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32,111,609 |
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30,500,941 |
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Total investments |
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1,604,207,550 |
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1,266,100,191 |
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Dividends receivable |
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30,822,157 |
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20,721,038 |
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Due from broker for securities sold |
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1,534,267 |
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987,741 |
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Total assets |
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1,636,563,974 |
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1,287,808,970 |
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Liabilities |
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Accrued expenses |
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41,903 |
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41,380 |
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Net assets reflecting all investments at fair value |
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$ |
1,636,522,071 |
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$ |
1,287,767,590 |
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Adjustment from fair value to contract value for investment contracts held by commingled trust funds (Note 7) |
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1,325,614 |
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1,560,552 |
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Net assets available for benefits at end of year |
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$ |
1,637,847,685 |
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$ |
1,289,328,142 |
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See accompanying notes.
2
PACCAR Inc
Savings Investment Plan
Statement of Changes in Net Assets Available for Benefits
Year Ended December 31, 2006
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Additions |
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Investment income: |
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Net appreciation of investments |
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$ |
305,003,508 |
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Interest and dividends |
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75,867,171 |
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380,870,679 |
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Contributions: |
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Company |
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18,462,196 |
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Participants |
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38,296,001 |
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56,758,197 |
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Total additions |
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437,628,876 |
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Deductions |
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Benefits paid to participants |
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88,883,482 |
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Administrative expenses |
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225,851 |
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Total deductions |
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89,109,333 |
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Net increase |
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348,519,543 |
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Net assets available for benefits at beginning of year |
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1,289,328,142 |
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Net assets available for benefits at end of year |
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$ |
1,637,847,685 |
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See accompanying notes.
3
PACCAR Inc
Savings Investment Plan
1. Description of the Plan
The PACCAR Inc Savings Investment Plan (the Plan) is a defined contribution plan covering substantially all nonunion U.S. employees of PACCAR Inc and its U.S. subsidiaries (the Company). Such employees are eligible to participate in the Plan after completion of 30 days of service. Participants are eligible to receive employer contributions after one year of service. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA) and the Internal Revenue Code of 1986 (the Code). This description of the Plan provides only general information. Participants should refer to the Plan document for a complete description of the Plan’s provisions.
Contributions
Participants may elect to contribute not less than 1% and not more than 35% of their respective annual compensation (as defined in the Plan document) subject to the Internal Revenue Service-mandated annual maximum of $15,000 and $14,000 for 2006 and 2005, respectively. Participant contributions to the Plan are excluded from the participants’ current taxable earnings in accordance with Code Section 401(k). Beginning in 2002, catch-up contributions were made available under the Plan for those participants age 50 and older. The maximum annual catch-up contribution for 2006 and 2005 was $5,000 and $4,000, respectively.
For eligible participants that are actively employed at December 31 of each year, the Company matches participant contributions (other than age 50 catch-up deferrals) to the lesser of 5% of the participants’ respective annual compensation or their annual salary deferrals. In certain cases, as described in the Plan document, employees who terminated during the year will be eligible to receive matching contributions. The Company matching contributions of $18,462,196 and $17,072,384 were unallocated at December 31, 2006 and 2005, respectively. The matching contributions are allocated to participant accounts in January each year based on determination of eligibility as described above. The Company matches contributions in the form of PACCAR Inc common stock. The Company may suspend or reduce its contributions when its “Consolidated Net Earnings” are less than 8% of the Company’s “Capital Base,” as defined by the Plan.
Participant Accounts
Individual accounts are maintained for all Plan participants that reflect their contributions and related Company contributions to the Plan and any earnings or losses on the Plan’s investments.
4
Vesting
Plan participants are immediately 100% vested in participant and Company matching contributions when made, plus any investment earnings thereon.
Investment Options
Upon enrollment in the Plan, a participant may direct their employee contributions in whole percentage increments to any of the Plan’s fund options. Participants may subsequently change their investment options for either existing or future participant contributions, in whole percentage increments, subject to trading limitations on certain of the Plan’s individual fund options.
Effective April 1, 2005, PACCAR Inc amended and restated the Plan to provide that a portion of the Plan will constitute an employee stock ownership plan within the meaning of IRC Section 4975(e)(7). Effective July 1, 2005, participants can choose to reinvest dividends in PACCAR Inc common stock or the participants can elect to receive the dividends in cash.
Effective January 1, 2007, all participants with three or more years of service have the ability to make an unlimited number of transfers, at any time, of some or all of their Company matching contribution balances held in the PACCAR Inc common stock fund into any of the other investment fund options within the Plan.
Participant Loans
Actively employed participants may borrow from their individual accounts a minimum of $1,000, up to the lesser of $50,000 reduced by the highest outstanding loan balance during the previous 12 months, 50% of the participants’ total account balance, or the participants’ total account balance excluding Company matching contributions in the PACCAR Inc common stock fund and related earnings. Loan terms range from 1 to 5 years, or up to 15 years for the purchase of a primary residence, and early payoffs can be made without penalty. The loans are secured by the balance in the participant’s account and bear interest at a fixed rate equal to the prime rate plus 1%, determined as of the loan date. Interest rates ranged from 5.0% to 10.5% on loans outstanding as of December 31, 2006. Principal and interest are repaid either through after-tax payroll deductions or by personal check sent directly to Fidelity Management Trust Company (the Trustee). Loans outstanding will not affect the amount of annual matching contributions the
5
Company pays to participants’ accounts. The number of loans that a participant can take is limited to two new loans per calendar year.
Benefit Payments
Participants who leave the Company may choose a single cash payment or whole shares of PACCAR Inc common stock included in the participant’s account, plus a cash payment for the remaining balance. Participants that leave the Company whose account balance is less than $1,000 will automatically receive a single cash payment. Also, active employees who reach age 70½ have the additional options of electing to have their account balance distributed to them or to receive minimum required distributions.
Plan Termination
It is the intention of the Company that the Plan will continue indefinitely. However, should the Company elect to terminate the Plan subject to the provisions of ERISA, the termination date shall be treated as the valuation date, and the balances in the participants’ accounts will be distributed to them.
Expenses
Third-party management fees are charged to the Plan, and the Company pays all other expenses relating to the Plan’s administration.
2. Summary of Accounting Policies
Basis of Accounting
The financial statements have been prepared on the accrual basis of accounting.
Investment Valuation and Income Recognition
The Plan’s investments are stated at fair value. For investment contracts in commingled trust funds, fair value is adjusted to contract value. The fair value of participation units in commingled trust funds are based on the quoted market price of the underlying securities and the number of units owned by the Plan at year-end. The fair value of the participation units owned by the Plan in mutual funds is based on the mutual funds’ quoted market prices, which represent the net asset
6
value of the underlying investments as reported by the mutual funds on the last business day of the Plan year. Investments in securities traded on a national securities exchange are valued at their market prices on the last business day of the Plan year. The money market fund is valued at cost, which approximates fair value. Participant loans are recorded at their outstanding balances.
Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.
Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates that affect the amounts reported in the financial statements and accompanying notes. Actual results may differ from those estimates.
Risks and Uncertainties
The Plan provides for various investment options. Investment securities, in general, are exposed to various risks, such as interest rate, market volatility, and credit. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the value of participants’ account balances and the amounts reported in the Statements of Net Assets Available for Benefits and the Statement of Changes in Net Assets Available for Benefits.
7
3. Investments
Assets held in the Plan are managed and investment transactions are executed by the Trustee or other outside mutual fund companies.
During 2006, the Plan’s investments (including investments purchased, sold, as well as held during the year) appreciated (depreciated) in fair value as determined by quoted market prices as follows:
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Net |
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Year Ended December 31, 2006 |
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Fidelity commingled trust funds: |
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U.S. Equity Index Commingled Pool |
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$ |
12,148,046 |
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Fidelity mutual funds: |
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Contrafund |
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1,007,320 |
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Asset Manager 50% |
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144,457 |
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Asset Manager 70% |
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3,382,000 |
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Asset Manager 20% |
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(313,899 |
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Freedom Income |
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9,021 |
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Freedom 2000 |
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4,467 |
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Freedom 2010 |
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358,977 |
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Freedom 2020 |
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295,713 |
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Freedom 2030 |
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189,850 |
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Freedom 2040 |
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189,099 |
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Other mutual funds: |
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PIMCO Total Return Fund: |
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Institutional Class |
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(180,759 |
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Morgan Stanley Institutional Fund, Inc: |
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International Equity Portfolio Class A |
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(603,300 |
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JP Morgan Mid Cap Value Fund: |
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Institutional Class |
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3,647,480 |
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Other investments: |
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PACCAR Inc common stock |
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284,725,036 |
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$ |
305,003,508 |
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8
The fair value of investments that represent 5% or more of the Plan’s net assets are as follows:
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December 31 |
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2006 |
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2005 |
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PACCAR Inc common stock* |
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$ |
981,906,112 |
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$ |
715,835,009 |
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Contrafund |
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171,562,761 |
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158,255,733 |
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U.S. Equity Index Commingled Pool |
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88,472,863 |
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82,467,574 |
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Managed Income Portfolio II Class 2 |
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110,559,124 |
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104,900,869 |
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*Includes Company matching contributions, some of which are non-participant directed.
4. Non-participant Directed Investments
The only non-participant directed investments in the Plan are held in PACCAR Inc common stock, in which participant directed investments also are made. The investment activity cannot be split between participant directed and non-participant directed transactions. The information below regarding net assets and the significant changes in net assets relates to the non-participant directed and participant directed transactions in PACCAR Inc common stock.
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December 31 |
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2006 |
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2005 |
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Investments in PACCAR Inc common stock at fair value |
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$ |
981,906,112 |
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$ |
715,835,009 |
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Dividends receivable |
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30,350,298 |
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20,721,038 |
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$ |
1,012,256,410 |
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$ |
736,556,047 |
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9
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Year Ended |
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December 31, |
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2006 |
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Changes in net assets: |
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Contributions |
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$ |
25,442,777 |
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Dividends |
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37,897,332 |
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Net appreciation in fair value |
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284,725,036 |
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Net transfers to other participant directed investments |
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(37,339,411 |
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Benefits paid to participants |
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(35,321,907 |
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Net participant loan repayments |
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296,536 |
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$ |
275,700,363 |
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5. Income Tax Status
The Plan has received a determination letter from the Internal Revenue Service (IRS) dated October 2, 2002, stating that the Plan is qualified under Section 401(a) of the Code and, therefore, the related trust is exempt from taxation. Subsequent to this determination by the IRS, the Plan has been amended and restated. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Plan administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan, as amended and restated, is qualified and the related trust is tax exempt.
To comply with the Pension Protection Act of 2006 the Plan was amended and restated effective January 1, 2006. On January 30, 2007, an application for a new determination letter for the Plan was submitted to the IRS.
6. Transactions with Parties in Interest
The Plan invests in the common stock of the Plan’s sponsor, PACCAR Inc, which is purchased by the Trustee on the open market at fair value. The Plan made purchases totaling $101,564,001 and sales totaling $185,436,186 of PACCAR Inc common stock during 2006. The Plan received dividends on this stock totaling $28,268,072 in 2006. Dividends receivable as of December 31, 2006 and 2005 were $30,350,298 and $20,721,038, respectively.
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7. Reconciliation of Financial Statements to Form 5500
Effective January 1, 2006, the Plan adopted Financial Accounting Standards Board Staff Position AAG INV-1 and SOP 94-4-1 (the FSP), Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined Contribution Health and Welfare and Pension Plans. The FSP was effective for plan years ending after December 15, 2006 and required fully benefit-responsive investment contracts held by defined contribution plans to be reported at fair value instead of contract value. A fully benefit-responsive investment contract is defined in the FSP to include investment contracts that the Plan invests in through its participation in the Fidelity Managed Income Portfolio II (the MIP II), a commingled trust fund.
As required by the FSP, the Statements of Net Assets Available for Benefits presents the fair value of the investment in the MIP II as well as the adjustment of the investment in the MIP II from fair value to contract value relating to those investment contracts. The Statement of Changes in Net Assets Available for Benefits is prepared on a contract value basis.
The following is a reconciliation of net assets available for benefits per the financial statements at December 31, 2006 to Form 5500:
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December 31, |
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2006 |
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Net assets available for benefits per the financial statements |
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$ |
1,637,847,685 |
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Less: Adjustment from fair value to contract value for investment contracts held by commingled trust funds |
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(1,325,614 |
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Net assets available for benefits per Form 5500 |
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$ |
1,636,522,071 |
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The following is a reconciliation of net investment income per the financial statements for the year ended December 31, 2006, to Form 5500:
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Year Ended |
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December 31, |
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2006 |
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Net investment income per the financial statements |
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$ |
380,870,679 |
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Less: Adjustment from fair value to contract value for investment contracts held by commingled trust funds |
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(1,325,614 |
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Net investment income per Form 5500 |
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$ |
379,545,065 |
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11
PACCAR Inc
Savings Investment Plan
EIN: 91-0351110 Plan Number: 002
Schedule H, Line 4i – Schedule of Assets
December 31, 2006
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(b) |
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(c) |
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(e) |
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Identity of Issue, Fund, |
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Description of |
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(d) |
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Current |
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(a) |
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or Borrower |
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Investment |
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Cost |
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Value |
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Money market funds |
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* |
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Fidelity Management Trust Company: |
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Retirement Money Market |
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155,213 units |
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(1) |
$ |
155,213 |
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Commingled trust funds: |
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|
|
|
|
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* |
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Fidelity Management Trust Company: |
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Managed Income Portfolio II Class 2 |
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111,884,738 units |
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(1) |
110,559,124 |
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|
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U.S. Equity Index Commingled Pool |
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1,948,312 units |
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(1) |
88,472,863 |
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Mutual funds |
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|
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* |
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Fidelity Management Trust Company: |
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Contrafund |
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2,631,331 units |
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(1) |
171,562,761 |
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Asset Manager 50% |
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2,035,366 units |
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(1) |
32,789,761 |
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Asset Manager 70% |
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2,907,006 units |
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(1) |
47,238,851 |
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Asset Manager 20% |
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1,906,180 units |
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(1) |
24,113,181 |
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|
|
|
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Freedom Income |
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58,471 units |
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(1) |
674,758 |
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Freedom 2000 |
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120,412 units |
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(1) |
1,500,339 |
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Freedom 2010 |
|
805,054 units |
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(1) |
11,769,895 |
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|
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Freedom 2020 |
|
686,235 units |
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(1) |
10,657,225 |
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|
|
|
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Freedom 2030 |
|
303,880 units |
|
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(1) |
4,871,197 |
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|
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Freedom 2040 |
|
404,045 units |
|
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(1) |
3,830,346 |
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|
PIMCO Total Return Fund: |
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|
|
|
|
|
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Institutional Class |
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1,414,437 units |
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(1) |
14,681,853 |
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Morgan Stanley Institutional Fund, Inc: |
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|
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International Equity Portfolio-Class A |
|
1,073,347 units |
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(1) |
22,089,482 |
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JP Morgan Mid Cap Value Fund: |
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|
|
|
|
|
|
|
|
|
|
Institutional Class |
|
1,730,692 units |
|
|
(1) |
45,222,980 |
|
|
|
|
|
Other investments |
|
|
|
|
|
|
|
|
|
* |
|
PACCAR Inc common stock |
|
15,129,333 shares |
|
315,830,105 |
|
981,906,112 |
|
|
|
* |
|
Participant loans |
|
Maturing through November 9, 2021 Interest rates: 5.0% – 10.5% |
|
32,111,609 |
|
32,111,609 |
|
|
|
|
|
|
|
|
|
|
|
$ |
1,604,207,550 |
|
* Indicates party in interest to the Plan.
(1) Cost information is omitted, as investments are participant directed.
12
PACCAR Inc
Savings Investment Plan
EIN: 91-0351110 Plan Number: 002
Schedule H, Line 4j – Schedule of Reportable Transactions
Year Ended December 31, 2006
|
|
|
|
|
|
|
|
|
|
(h) |
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
Current Value |
|
|
|
|||||
|
(a) |
|
(b) |
|
|
|
|
|
|
|
of Asset on |
|
|
|
|||||
|
Identity of Party |
|
Description of |
|
(c) |
|
(d) |
|
(g) |
|
Transaction |
|
(i) |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Category (iii) – Series of securities transactions aggregating in excess of 5% of Plan assets. |
|
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
PACCAR Inc |
|
Common stock |
|
$ |
101,564,001 |
|
$ |
— |
|
$ |
101,564,001 |
|
$ |
101,564,001 |
|
$ |
— |
|
|
|
|
Common stock |
|
$ |
— |
|
$ |
185,436,186 |
|
$ |
120,230,355 |
|
$ |
185,436,186 |
|
$ |
65,205,831 |
|
There were no category (i), (ii), or (iv) reportable transactions during the year.
Columns (e) and (f) are not applicable.
13