PACCAR Inc (PCAR)
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AGM 2023

Apr 25, 2023

Mark Pigott
Executive Chairman, PACCAR

Good morning. I'm Mark Pigott, Executive Chairman of PACCAR. I'd like to call the 2023 annual meeting of PACCAR stockholders to order. To begin, please note the meeting protocol set forth on the back of your program. Giving the Kenworth, Peterbilt, DAF, PACCAR Parts, and PACCAR Financial teams for the excellent results delivered last year. Yes. Thank you. Your dedication, ingenuity, and creative insight contributed to PACCAR achieving a record net income of over $3 billion. Oh, I like that. Yeah. Come on. I know that our shareholders who are here are also pleased and excited about the strong start in 2023. Michael Barkley, please stand up. That is great. I'd like to express the company's and my personal thanks to Michael Barkley, PACCAR's Senior Vice President and Controller, who is retiring next month after a great 32-year career.

During his time as controller, Michael provided outstanding financial leadership as the company expanded into new markets in Europe and Brazil, and introduced new products such as the PACCAR Engine and a complete lineup of new trucks. Michael created the PACCAR Controllers College to provide world-class training to the company's next generation of financial executives. Michael, who is here with his wife, Karen. Karen, please stand up. Yeah. We'd like to thank you for your excellent contribution to the company's success, and we wish you a long and enjoyable retirement. Ladies and gentlemen, Michael and Karen. The following individuals have been appointed to serve as inspectors of election: Jake Sivitz, Cassie Lee, Elizabeth Mugwazari for PACCAR, and Jennifer Leno for Equiniti. The voting polls will close at 10:50 A.M.

If you haven't voted and you need a voting form, please raise your hand and the ushers will provide you one. The Corporate Secretary advises me that we do have a quorum for this meeting with approximately 88% of the shares eligible to vote represented by proxy. I'd like to recognize the company's independent auditing firm, EY, and Heath Cruikshank. Heath, PACCAR's Global Coordinating Audit Partner. Thank you.

I'd like to introduce the directors of the company, and if you'd please stand as your name is read. You can sit shortly after that. Dame Alison Carnwath, Senior Advisor, Evercore Partners. Frank Feder, former Chief Executive Officer, Alcoa Latin America. Preston Feight, Chief Executive Officer, PACCAR. Kirk Hachigian, retired CEO and Chairman, JELD-WEN. Barbara Hewlett, retired CEO and President, Advanced Healthcare Solutions. Barb, welcome to the PACCAR board. Rod McGeary, former Vice Chairman, KPMG Consulting Group.

Cindy Niekamp, retired Senior Vice President, Automotive Coatings, PPG Industries. Cindy is also joining our board. John Pigott, Partner, Beta Business Ventures, LLC. Ganesh Ramaswamy, Executive Vice President, Baker Hughes Company. Mark Schulz, President and Chief Executive Officer, M.A. Schulz & Associates, and PACCAR's excellent Lead Director. That's a round of applause right there. Greg Spierkel, former Chief Executive Officer, Ingram Micro. I too am a director. Will the secretary please officially place in nomination the directors who are standing for election?

Michael Barkley
SVP and Controller, PACCAR

Mr. Chairman, the Board of Directors of PACCAR Inc. has placed in nomination the 12 individuals named in the proxy statement dated March fifteenth, 2023. Thank you.

Mark Pigott
Executive Chairman, PACCAR

Thank you, Mike. In addition to the election of the board of directors, there are two stockholder proposals on the agenda. The first stockholder proposal regarding the ratification of executive termination pay. Is the sponsor of the proposal in attendance? If you are, please raise your hand. There you go. We're gonna get you a microphone. Please state your name and the stockholder you represent. In the interest of time and consistent with meeting protocol, please limit your comments to two minutes. Please.

Speaker 6

My name is Urena Gregory. I'm here to read the proposal for the proposal five, shareholder ratification in excess termination pay.

Mark Pigott
Executive Chairman, PACCAR

Please.

Speaker 6

Shareholders request that the board of directors seek shareholders' approval of any senior manager's new or renewed pay package that provides for severance or termination payments with an estimated value exceeding 2.99 times the sum of the executive's base salary plus target short-term bonus. Generous performance-based pay can sometimes be justified by shareholders' ratification of golden parachute severance packages with a total cost exceeding 2.99 times base salary plus target short-term bonus, excuse me, bonus better aligns management pay with shareholder interest. For instance, at one company that does not have this policy, if the CEO is terminated, he could receive $44 million in termination pay over 10 times his base salary plus short-term bonus.

In the event of a change in control, the same person could receive a whopping $124 million in accelerated equity payouts, even if he remains employed. It is in the best interest of PACCAR shareholders and the morale of PACCAR employees to be protected from such lavish management termination pay for one person. It is important to have this policy in place so that PACCAR management stays focused on improving company performance as opposed to seeking a business combination simply to trigger a management golden parachute windfall. Proposals like the proposal received between 51% and 65% support at FedEx, Spirit AeroSystems, Alaska Airlines, and Pfizer. This proposal topic is more important at PACCAR because PACCAR shareholders did not have a say on executive pay vote at the 2022 annual shareholder meeting.

The vast majority of the companies have an annual say on executive pay vote to help make sure that management pay has incentives that benefits shareholders. Please vote yes, shareholder ratification of excessive termination pay, proposal five.

Mark Pigott
Executive Chairman, PACCAR

Thank you. The board of directors recommends a vote against item five as set forth on page 44 of your proxy statement. The second stockholder proposal regards a report on climate-related policy engagement. You know, PACCAR shareholders can be very proud, and I know you are, of the company's environmental leadership, from the recyclable material in our vehicles to our comprehensive sustainable processes in all of our factories and distribution centers. Is the sponsor of the proposal in attendance? Please, over here. Please state your name and the stockholder you represent. In the interest of time and consistent with meeting protocol, please limit your comments to two minutes.

Stu Dalheim
Company Representative, Calvert Research and Management

Good morning. I'm Stu Delheim with Calvert Research and Management. Good morning to the board and shareholders and management. I'm here to move item six, stockholder proposal regarding a report on climate-related policy engagement. Around the world, governments and private sector players are taking action to address climate change as the urgency of the challenge becomes more apparent. Of course, PACCAR is aware of this. The company is positioning itself well to for a transition, selling more fuel-efficient vehicles and developing electric trucks. No company can make this transition on its own. To address climate change, much of the trucking fleet will need to become electric. There's a complicated set of supply chain infrastructure and demand-side issues that must be addressed to make that happen.

There's an essential role for public policymakers to help provide the rules of the road, the incentives to shift to more sustainable transportation, and the funding to support infrastructure investments. Critical question, for example: how can policy be designed to strengthen the demand signal for manufacturers? How can fleet operators be helped to move to electric trucks? We understand that PACCAR builds things. You solve problems. You meet your customer needs. You are not inclined to take political positions, but your trade associations do, and they do that in your name and with PACCAR funds. PACCAR has a science-based target to reduce greenhouse gas emissions. We applaud that. We wonder, are your trade associations saying things and doing things that are consistent with your commitment? Are they taking positions that are consistent with the future that you see for the company?

As the U.S. leader in truck design and manufacturing, PACCAR's voice in policy discussions related to climate change is important. Our request is that you examine and report on your role in these policy debates, especially whether and how your trade associations are helping us move forward. Thank you.

Mark Pigott
Executive Chairman, PACCAR

Thank you. The board of directors recommends a vote against item six as set forth on page 46 of your proxy statement. This morning we have three presentations. I will discuss the company's 2022 financial results and the major events that occurred during the year. Preston Feight will discuss how PACCAR's truck, finance, and parts organizations delivered record results last year, as well as review the company's exciting investments in new products and technologies. Harrie Schippers will review the importance of PACCAR's strong balance sheet, a strength that has enabled the company to prosper. Harrie will also review our first quarter results and the PACCAR financial services business. Many of you know that trucks move 75% of all the goods in the regions in which we operate. PACCAR business segments are the commercial vehicles, financial services, aftermarket support, powertrain, and information technology.

Each makes a valuable contribution to the company's success. PACCAR is celebrating 118 years of success this year and has delivered an impressive 84 consecutive years of profitability. PACCAR is one of only 14 public companies in the Fortune 500 that have delivered over eight decades of consecutive profitability. Thank you. PACCAR set many records last year, achieving record revenues of $28.8 billion and record net income of $3 billion. Other notable highlights include generating $3 billion of operating cash flow and achieving a record $13.2 billion in stockholder equity. PACCAR has an A+ credit ratings from Standard & Poor's. The company has increased its regular quarterly dividend by 6% per year on average for the last decade, and the company's paid a dividend every year since 1941. Thank you.

The company delivered a record special dividend in January of this year, as well as issuing a 50% stock dividend. This slide highlights PACCAR results for the last 20 years and illustrates how the company's performed in all phases of the economic cycle. You know, as you look at this slide, it's impressive to note that PACCAR has emerged stronger and achieved higher levels of revenue and profitability in every business cycle. PACCAR has grown due to the contribution of its excellent employees, customers, dealers, and by being an innovation leader in the premium segment of our industry. Shown here are the truck markets for the U.S. and Canada, Europe, and South America. Both the U.S. and Canada Class 8 truck market and the European market are expected to be in the range of 280,000-320,000 trucks this year.

South America heavy-duty truck market is projected to be in the range of 115,000-125,000 units. Congratulations to Kenworth and Peterbilt for achieving Class 8 market share of 29.8% last year. Thank you. A lot of hard work. You know, customers recognize the industry-leading quality and the low total cost of ownership that the Kenworth and Peterbilt trucks deliver. Pictured here are the new Kenworth T680 and the Peterbilt Model 579. Kenworth and Peterbilt achieved medium-duty share of 10.9% last year. Pictured are the new Peterbilt 536 and the Kenworth T280. In Europe, DAF achieved record market share of 17.3% last year.

DAF Trucks earned the International Truck of the Year for the second consecutive year by delivering exceptional value to our customers through their premium quality, excellent fuel efficiency, and luxurious driver comfort. What about those cherry blossoms? Nice pick. Thank you, Harry. DAF Brazil achieved record market share of 6.9% last year. This year, share has already climbed to 8.6%. Good progress. Something that's as important to us, and I know to you, is PACCAR has supported local communities by donating $220 million to hospitals, schools, and social services for over 100 years. I'm proud of the company's proactive and generous donations that are delivering important benefits in the regions in which our employees live and work. Thank you. I'd like to introduce Preston Feight, Chief Executive Officer of PACCAR. Preston.

Preston Feight
CEO, PACCAR

Thanks, Mark. Thank you. Well, thank you, Mark. Good morning, everyone. In 2022, PACCAR completed the introduction of the most comprehensive portfolio of new trucks in our history, including the new Peterbilt and Kenworth medium-duty trucks shown on the left, the new generation of DAF Trucks shown in the middle, and on the right are the Kenworth and Peterbilt new flagship Class 8 trucks. PACCAR's global team created the trucks using advanced engineering tools and builds the trucks in our state-of-the-art factories, while the sales, financial services, and parts teams provide complete transportation solutions to our customers all around the world. Like Mark, I'm extremely proud of everyone at PACCAR and their record-setting performance in 2022. What a wonderful team, thanks to each of you. Great job. Shown here are the new medium-duty and heavy-duty Peterbilt trucks.

The medium duty shown on the left provides Peterbilt dealers and customers a brand new lineup of Class 5 through 7 trucks that offer class-leading performance and visibility and in operating cost. The Peterbilt Model 579, shown on the right, features advanced aerodynamics and industry-leading fuel efficiency, beautiful styling, and best-in-class LED forward lighting. Congratulations to Kenworth, who's celebrating their 100-year anniversary. Pictured here are the new Kenworth T680 and the medium duty T280. The T680 on the left provides customers the best fuel economy and elegant styling. The new medium duty shown on the right provides three-person seating and excellent visibility. Together, these trucks create a lineup that is the choice of trucking companies and drivers all across the country. Shown here are the new generation DAF trucks.

On the left are the XF, XG, and XG+ that were named the International Truck of the Year for 2022. On the right is the XD, which won the International Truck of the Year in 2023. The new DAF trucks deliver a 10% improvement in fuel efficiency, and these new trucks have led DAF to their record market share. PACCAR is a leader in developing zero-emissions vehicles. We're selling nine different battery electric trucks in the heavy and medium-duty markets. These products reinforce PACCAR's environmental leadership, and I hope that you all had a chance to enjoy the zero-emissions trucks that we had here on display. PACCAR's heavy-duty market share has grown in every market over the past 20 years. In South America, including Brazil, share has grown to 7.4%. In Europe, shares increased to 17.3%.

In Australia, it's grown to 24.4%. In the United States and Canada, share is 29.8%. Impressive growth over the decades. PACCAR's strong financial performance for the last 20 years is highlighted here. In the top left, the average annual revenue growth of 7% reflects the increased market share, as well as record aftermarket parts sales and financial services results. Net income in the top right has grown 11% per year. This reflects increased profits from each PACCAR division. Total assets growth of 7% per year in the bottom left reflects strategic investments that PACCAR has made in its products and its facilities. Shown in the bottom right, a substantial portion of the earnings have been reinvested in the business, increasing stockholders' equity by 9% per year to a record $13.2 billion.

Shown here is PACCAR's annualized stockholder return compared to other Northwest companies and the S&P 500. Over the last 20 years, PACCAR's achieved an annual return of over 14% compared to 9.8% for the S&P, and is providing excellent performance for our shareholders. PACCAR invests around the world. Shown on the top row, we've upgraded and increased the capacity in our engine factories. We're creating new facilities and increasing build capacity in our truck factories. PACCAR Parts opened a new PDC in Louisville, Kentucky. PACCAR's investing in and is a leader in autonomous trucks. On the bottom row, PACCAR is a market leader in zero-emissions vehicles. We invest in new clean diesel engines. PACCAR Financial opened a used truck retail center in Madrid, Spain, and we have introduced our connected vehicle platform, PACCAR Connect.

Over the past five years, PACCAR has invested over $4 billion in new products, new facilities, and new technologies. Congratulations to PACCAR Parts on their 50-year anniversary. PACCAR Parts and our dealers support our customers around the world. PACCAR has 18 distribution centers in 10 countries, shown by the yellow dots. PACCAR Parts delivered 2.9 million shipments to Kenworth, Peterbilt, and DAF dealer locations in 2022. In 2012, PACCAR Parts' global revenue was $2.7 billion. In 2022, it's increased to $5.8 billion. This over 100% increase has occurred due to growth in Europe, North America, as well as the rest of the world. In 2022, PACCAR Parts achieved record pre-tax profits of almost one and a half billion dollars.

Over the past 20 years, pre-tax profits have grown at an average rate of 13% per year. In 2022, Kenworth, Peterbilt, and DAF dealers invested over $640 million to provide our customers with world-class support. Shown here are four new dealerships that opened last year in Idaho, Brazil, Austria, and in Washington. PACCAR is an environmental leader and is committed to CO₂ emissions reduction targets that align with Paris Agreement. S&P Global has ranked PACCAR in the top 8% of machinery companies. PACCAR is ranked in the top 28% of machinery companies by Sustainalytics. PACCAR received an A rating from CDP or Climate Disclosure Project, which places PACCAR in the top 300 of over 18,000 participating companies. PACCAR is a technology innovator.

We're leading the industry in zero emissions, have created a global connected services platform to drive new revenue streams, have established ourselves as the partner of choice for developing autonomous vehicles, and have invested in advanced manufacturing technologies to enhance productivity and efficiency. Thank you. I'd now like to introduce Harrie Schippers, PACCAR President and Chief Financial Officer.

Harrie Schippers
President and CFO, PACCAR

Thanks, Preston. PACCAR's excellent credit rating of A+ reflects 84 consecutive years of profitability, a strong balance sheet, and excellent cash flow. PACCAR is in the top 3% of the over 1,000 U.S. non-financial companies rated by Standard & Poor's. PACCAR's high credit rating supports the profitable growth of our financial services business. All of PACCAR's truck competitors are now publicly traded on the stock markets. PACCAR's net profit as a percent of revenues, shown in green, is best in class. This reflects the premium value of PACCAR's products and exceptional operating efficiency. PACCAR achieved an industry-leading after-tax return on revenues of 10.4% in 2022. PACCAR's return on invested capital was an excellent best-in-class 25.2% last year. PACCAR's return on invested capital has averaged 22% over the last five years.

This reflects our strong working capital management and prudent investments for the long term. PACCAR has maintained an excellent balance sheet for 118 years. Our consistently strong cash position of more than $6 billion at the end of last year and zero manufacturing debt has positioned us well to invest during all phases of the business cycle and pay dividends to our stockholders. Stockholders' equity increased to a record $13.167 billion. The company's balance sheet is a pillar of strength. Stockholders' equity at the end of 2022 was 128% higher than in 2012. $8.9 billion of the equity is invested in our manufacturing and aftermarket parts business. The remaining $4.3 billion is invested in financial services.

PACCAR's financial strength enables the company to invest in new products and provides the foundation to support our long-term growth initiatives. The company generated excellent operating cash flow of over $3 billion in 2022. The strong cash flow enables the company to invest in new products and services and pay dividends to our stockholders. PACCAR's regular dividend, shown in green, totaled $489 million last year. Total dividends declared, which includes year-end dividends shown in red, were $1.5 billion. PACCAR has declared nearly $9 billion in dividends in the last decade. PACCAR Financial Services facilitates the sale of PACCAR vehicles by offering financial products to customers and dealers in 26 countries on four continents, highlighted in green.

Our 20 PACCAR Financial locations are shown by the red dots and are strategically located to provide excellent service to local markets. PACCAR Financial earned a record $589 million in pre-tax profit last year. Total assets were $17.2 billion. PACCAR Financial provided financing for 25.6% of the new Kenworth, Peterbilt, and DAF trucks sold last year. Dealers and customers also appreciate our industry-leading technology and full line of financial products. PACCAR sold over 11,000 used trucks worldwide in 2022. Selling premium used trucks is an important element of PACCAR Financial's business. PACCAR Financial has a network of 13 used truck sales centers. The PACCAR Financial Europe portfolio reached a record 65,600 trucks and EUR 4.4 billion in assets at the end of last year.

PACCAR Financial Europe provides wholesale financing to 200 DAF dealers and operates in 19 European countries. The PACCAR leasing fleet totaled 40,300 vehicles last year. PacLease has a service network of 609 locations in six countries, including operations in Europe and Australia. Assets totaled $2.7 billion last year. I'm pleased to present PACCAR's excellent first quarter results. Total PACCAR revenues increased 31% to a record $8.473 billion. Adjusted net income increased to $1.18 billion. A non-recurring provision for European civil litigation claims recorded in the first quarter reduced net income by $446 million. Net income, including the reserve impact, was $734 million with earnings per share of $1.40. Thank you.

Mark Pigott
Executive Chairman, PACCAR

Thank you, Preston and Harry. Good information. Will the company secretary please present the results of the stockholder voting?

Michael Barkley
SVP and Controller, PACCAR

Mr. Chairman, a preliminary report of the inspectors of election indicates that on item one, stockholders approve the election of the 12 nominees for director. On item two, stockholders approved an advisory resolution to approve executive compensation. On item three, stockholders voted on an advisory basis to have future votes on executive compensation annually. On item four, stockholders approved an advisory vote on the ratification of the company's independent auditors. On item five, stockholders rejected the proposal regarding ratification of executive termination pay. On item six, stockholders rejected the proposal regarding a report on climate-related policy engagement. Thank you.

Mark Pigott
Executive Chairman, PACCAR

Thank you, Mike. The meeting is concluded. We have three videos today. The first video highlights PACCAR Parts, 50 years of customer service and technology innovation. The second video shares PACCAR's leadership in electric vehicles. The third video is a wonderful family story about Kenworth Trucks, which is celebrating 100 years of being the world's best. Enjoy.

Speaker 7

PACCAR Parts is celebrating 50 years on the road together with dealers and customers. This journey would not be possible without these partnerships. Established in 1973 to provide parts to PACCAR's growing dealer network and customers, the first parts distribution center opened in Renton, Washington. Today, PACCAR Parts operates 18 global distribution centers supporting 2,300 PACCAR dealers and retail locations. PACCAR trucks are continuously evolving, as are the parts needed to keep them moving. PACCAR Parts supplier network has been instrumental in providing high-quality parts and PACCAR powertrain products to our PDCs to support customer needs. The process of shipping parts has advanced since 1973. Today, using cutting-edge technology, the distribution network picks, packs, and ships nearly 20 million annual shipments to the global dealer network. Since the beginning, the dealer network has been with us...

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