Paccar Inc: Form 10-Q for the period ended Mar 31, 2023

OVERVIEW:

PACCAR is a global technology company whose Truck segment includes the design and manufacture of high-quality light-, medium- and heavy-duty commercial trucks. In North America, trucks are sold under the Kenworth and Peterbilt nameplates, in Europe, under the DAF nameplate and in Australia and South America, under the Kenworth and DAF nameplates. The Parts segment includes the distribution of aftermarket parts for trucks and related commercial vehicles. The Company’s Financial Services segment derives its earnings primarily from financing or leasing PACCAR products in North America, Europe, Australia and South America. The Company’s Other business includes the manufacturing and marketing of industrial winches.

First Quarter Financial Highlights:

• Worldwide net sales and revenues were $8.47 billion in 2023 compared to $6.47 billion in 2022, primarily due to higher truck and parts revenues.
• Truck revenues were $6.41 billion in 2023 compared to $4.70 billion in 2022, primarily due to higher truck deliveries and price realization in all markets.
• Parts sales were $1.62 billion in 2023 compared to $1.39 billion in 2022 reflecting higher demand and price realization in all markets.
• Financial Services revenues were $423.2 million in 2023 compared to $366.2 million in 2022, primarily due to portfolio growth and higher portfolio yields.
• Net income was $733.9 million ($1.40 per diluted share) in 2023 compared to $600.5 million ($1.15 per diluted share) in 2022 due to higher Truck, Parts and Financial Services operating results.
• Adjusted net income (non-GAAP), excluding a $446.4 million after-tax non-recurring charge related to civil litigation in Europe, was $1.18 billion ($2.25 per diluted share). See Reconciliation of GAAP to Non-GAAP Financial Measures on page 40.
• Capital investments were $132.9 million in 2023 compared to $113.5 million in 2022.
• Research and development (R&D) expenses were $97.2 million in 2023 compared to $78.0 million in 2022.

The PACCAR Financial Services (PFS) group of companies has operations covering four continents and 26 countries. The global breadth of PFS and its rigorous credit application process support a portfolio of loans and leases with total assets of $17.91 billion. PFS issued $800.0 million in medium-term notes during the first three months of 2023 to support new business volume and repay maturing debt.

Truck Outlook

Truck industry heavy-duty retail sales in the U.S. and Canada in 2023 are expected to be 280,000 to 320,000 units compared to 283,500 in 2022. In Europe, 2023 truck industry registrations for over 16-tonne vehicles are expected to be 280,000 to 320,000 units compared to 297,500 in 2022. In South America, heavy-duty truck industry registrations in 2022 are projected to be 115,000 to 125,000 as compared to 137,100 in 2022.

The Company has been affected by an industry-wide undersupply of component parts and anticipates the shortages may continue to affect deliveries in 2023.

Parts Outlook

In 2023, PACCAR Parts sales are expected to increase 10-13% compared to 2022 levels reflecting strong freight demand.

Financial Services Outlook

In 2023, average earning assets are expected to increase 4-7% compared to 2022. If current freight transportation conditions decline due to weaker economic conditions, then past due accounts, truck repossessions and credit losses would likely increase from the current low levels and new business volume would likely decline.

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Capital Investments and R&D Outlook

Capital investments in 2023 are expected to be $600 to $650 million and R&D is expected to be $380 to $420 million. The Company is increasing its investment in next generation clean diesel and electric powertrain technologies, autonomous driving systems, connected vehicle services, advanced manufacturing and distribution capabilities.

See the Forward-Looking Statements section of Management’s Discussion and Analysis for factors that may affect these outlooks.

RESULTS OF OPERATIONS:

The Company’s results of operations for the three months ended March 31, 2023 and 2022 are presented below.

($ in millions, except per share amounts)

* In 2023, Other includes a $600.0 million non-recurring charge related to civil litigation in Europe (EC-related claims).

** See Reconciliation of GAAP to Non-GAAP Financial Measures for 2023 on page 40.

The following provides an analysis of the results of operations for the Company’s three reportable segments - Truck, Parts and Financial Services. Where possible, the Company has quantified the impact of factors identified in the following discussion and analysis. In cases where it is not possible to quantify the impact of factors, the Company lists them in estimated order of importance. Factors for which the Company is unable to specifically quantify the impact include market demand, fuel prices, freight tonnage and economic conditions affecting the Company’s results of operations.

2023 Compared to 2022:

Truck

The Company’s Truck segment accounted for 76% of revenues in the first quarter of 2023 compared to 73% in the first quarter of 2022.

The Company’s new truck deliveries are summarized below:

The increase in new truck deliveries worldwide in the first quarter of 2023 compared to the same period of 2022 was driven by higher build rates and increased demand in all major markets. The industry-wide undersupply of component parts continues to impact deliveries.

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Market share data discussed below is provided by third-party sources and is measured by either registrations or retail sales for the Company’s dealer network as a percentage of total registrations or retail sales depending on the geographic market. In the U.S. and Canada, market share is based on retail sales. In Europe, market share is based primarily on registrations.

In the first three months of 2023, industry retail sales in the heavy-duty market in the U.S. and Canada were 72,000 units compared to 56,100 units in the same period of 2022. The Company’s heavy-duty truck retail market share was 27.0% in the first three months of 2023 compared to 28.8% in the first three months of 2022. The medium-duty market was 25,900 units in the first three months of 2023 compared to 20,800 units in the same period of 2022. The Company’s medium-duty market share was 11.2% in the first three months of 2023 compared to 9.7% in the first three months of 2022.

The over 16‑tonne truck market in Europe in the first three months of 2023 was 90,200 units compared to 74,600 units in the first three months of 2022. DAF over 16‑tonne market share was a 16.1% in the first three months of 2023 compared to 17.1% in the same period of 2022. The 6 to 16‑tonne market in the first three months of 2023 was 11,400 units compared to 9,300 units in the same period of 2022. DAF market share in the 6 to 16-tonne market in the first three months of 2023 was 9.2% compared to 9.7% in the same period of 2022.

The Company’s worldwide truck net sales and revenues are summarized below:

($ in millions)

The Company’s worldwide truck net sales and revenues in the first quarter increased to $6.41 billion in 2023 from $4.70 billion in 2022. The increase was primarily due to higher truck unit deliveries and improved price realization in all markets, partially offset by unfavorable currency translation effects, primarily the euro.

Truck segment income before taxes and pretax return on revenues increased compared to the same periods in 2022 reflecting higher truck unit deliveries and improved margins.

The major factors for the Truck segment changes in net sales and revenues, cost of sales and revenues and gross margin between the three months ended March 31, 2023 and 2022 are as follows:

($ in millions)

• Truck sales volume reflects higher truck deliveries in all major markets.
• Average truck sales prices increased sales by $812.8 million, primarily due to higher price realization worldwide reflecting inflationary cost increases and the positive effect of new truck models.
• Average cost per truck increased cost of sales by $269.0 million, primarily reflecting higher raw material, freight, labor and product support costs.
• Factory overhead and other indirect costs increased $58.7 million, primarily due to higher labor costs, depreciation, maintenance and utilities.

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• Extended warranties, operating leases and other decreased revenues by $.8 million and increased cost of sales by $40.3 million. The increase in cost of sales was primarily due to higher labor and material costs.
• The currency translation effect on sales and cost of sales primarily reflects a decline in the value of the euro relative to the U.S. dollar.
• Truck gross margin was 16.2% in the first quarter of 2023 compared to 8.5% in the same period of 2022 due to the factors noted above.

Truck SG&A expense decreased in the first quarter of 2023 to $72.4 million from $73.4 million in 2022. The decrease was primarily due to lower sales and marketing costs and currency translation effects, partially offset by higher salaries and related expenses and higher travel costs. As a percentage of sales, Truck SG&A decreased to 1.1% in the first quarter compared to 1.6% in the same period of 2022.

Parts

The Company’s Parts segment accounted for 19% of revenues in the first quarter of 2023 compared to 21% in the same period of 2022

($ in millions)

The Company’s worldwide parts net sales and revenues for the first quarter increased to $1.62 billion in 2023 from $1.39 billion in 2022, primarily due to higher demand in all markets and higher price realization, partially offset by unfavorable currency translation effects. The increase in Parts segment income before income taxes and pre-tax return on revenues was primarily due to higher sales volume and higher margins, partially offset by unfavorable currency translation effects.

The major factors for the changes in Parts segment net sales and revenues, cost of sales and revenues and gross margin between the three months ended March 31, 2023 and 2022 are as follows:

($ in millions)

• Aftermarket parts sales volume increased by $52.8 million and related cost of sales increased by $29.8 million due to higher demand in all markets.
• Average aftermarket parts sales prices increased sales by $209.5 million primarily due to higher price realization in North America and Europe.
• Average aftermarket parts direct costs increased $100.8 million due to higher material and freight costs.
• Warehouse and other indirect costs increased $14.4 million primarily due to higher salaries and related expenses and higher shipping costs.

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• The currency translation effect on sales and cost of sales primarily reflects a decline in the value of the euro relative to the U.S. dollar.
• Parts gross margins in the first quarter of 2023 increased to 32.2% from 30.1% in the first quarter of 2022 due to the factors noted above.

Parts SG&A expense increased in the first quarter of 2023 to $58.1 million from $54.9 million in 2022, primarily due to higher salaries and related expenses, partially offset by lower sales and marketing costs and currency translation effects. As a percentage of sales, Parts SG&A was 3.6% in the first quarter of 2023 compared to 4.0% in the first quarter of 2022.

Financial Services

The Company’s Financial Services segment accounted for 5% of revenues in the first quarter of 2023, compared to 6% in the first quarter of 2022.

($ in millions)

New loan and lease unit volume was $1,432.2 million in the first quarter of 2023 compared to $1,484.2 million in the first quarter of 2022, reflecting lower new loan and lease volume in the U.S., partially offset by higher new loan and lease volume in Mexico, Europe and Brasil. PFS finance market share of new PACCAR truck sales was 22.7% compared to 28.3% in the first quarter of 2022, reflecting lower finance market share in the U.S., partially offset by higher finance market share in Mexico.

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In the first quarter of 2023, PFS revenues increased to $423.2 million from $366.2 million in 2022, reflecting higher interest income driven by higher portfolio yields and portfolio growth.

PFS income before income taxes increased to $148.8 million in the first quarter of 2023 from $147.0 million in the first quarter of 2022, primarily due to higher finance margins, partially offset by lower operating lease margins.

Included in Financial Services “Other assets” on the Company’s Consolidated Balance Sheets are used trucks held for sale, net of impairments, of $165.5 million at March 31, 2023 and $141.7 million at December 31, 2022. These trucks are primarily units returned from matured operating leases in the ordinary course of business, and also include trucks acquired from repossessions or through acquisitions of used trucks in trades related to new truck sales and trucks returned from residual value guarantees (RVGs).

The Company recognized gains on used trucks, excluding repossessions, of $27.8 million in the first quarter of 2023 compared to gains of $35.2 million in the first quarter of 2022. Used truck losses related to repossessions, which are recognized as credit losses, and used truck gains, which are recognized as credit recoveries, were not significant for either the first quarter of 2023 or 2022.

The major factors for the changes in interest and fees, interest and other borrowing expenses and finance margin for the three months ended March 31, 2023 and 2022 are outlined below:

($ in millions)

• Average finance receivables increased $2.18 billion (excluding foreign exchange effects) in the first quarter of 2023 primarily due to higher average loan and dealer wholesale balances.
• Average debt balances increased $1.37 billion (excluding foreign exchange effects) in the first quarter of 2023, reflecting higher funding requirements for the portfolio, which includes loans, finance leases, dealer wholesale and equipment on operating lease.
• Higher portfolio yields (6.2% in 2023 compared to 4.5% in 2022) increased interest and fees by $44.8 million. The higher portfolio yields were primarily due to higher market rates in Europe, North America and Brasil.
• Higher borrowing rates (3.2% in 2023 compared to 1.5% in 2022) were primarily due to higher debt market rates.
• The currency translation effects reflect a decrease in the value of foreign currencies relative to the U.S. dollar, primarily the euro, partially offset by the Mexican peso.

The following table summarizes operating lease, rental and other revenues and depreciation and other expenses:

($ in millions)

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The major factors for the changes in operating lease, rental and other revenues, depreciation and other expenses and lease margin between the three months ended March 31, 2023 and 2022 are outlined below:

($ in millions)

• Lower sales volume of used trucks received on trade in Europe and the U.S. decreased revenues by $11.8 million and related depreciation and other expenses by $10.6 million.
• Results on returned lease assets increased depreciation and other expenses by $17.9 million, primarily due to lower gains on sales of returned units as a result of lower used truck market values.
• Average operating lease assets decreased $154.9 million (excluding foreign exchange effects), which decreased revenues by $20.2 million and related depreciation and other expenses by $16.9 million.
• Revenue per asset increased $15.1 million primarily due to higher lease rates, reflecting higher average truck value financed and higher market rates. Cost per asset increased $10.9 million due to higher depreciation and operating expenses.
• The currency translation effects reflect a decrease in the value of foreign currencies relative to the U.S. dollar, primarily the euro, partially offset by the Mexican peso.

Financial Services SG&A was $35.2 million in the first quarter of 2023 compared to $35.7 million in 2022. As an annualized percentage of average earnings assets, Financial Services SG&A was .9% in the first quarter of 2023 and 1.0% in the first quarter of 2022.

The following table summarizes the provision for losses on receivables and net charge-offs:

The provision for losses on receivables increased to $3.1 million in the first quarter of 2023 from $.2 million for the same period in 2022, primarily driven by portfolio growth in all regions and lower loss recoveries in the U.S.

The Company modifies loans and finance leases as a normal part of its Financial Services operations. The Company may modify loans and finance leases for commercial reasons or for credit reasons. Modifications for commercial reasons are changes to contract terms for customers that are not considered to be in financial difficulty. Insignificant delays are modifications extending terms up to three months for customers experiencing some short-term financial stress, but not considered to be in financial difficulty. Modifications for credit reasons are changes to contract terms for customers considered to be in financial difficulty. The Company’s modifications typically result in granting more time to pay the contractual amounts owed and charging a fee and interest for the term of the modification. When considering whether to modify customer accounts for credit reasons, the Company evaluates the creditworthiness of the customers and modifies those accounts that the Company considers likely to perform under the modified terms.

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The post-modification balances of accounts modified during the three months ended March 31, 2023 and 2022 are summarized below:

($ in millions)

* Amortized cost basis immediately after modification as a percentage of ending retail portfolio, on an annualized basis.

Modification activity decreased to $84.5 million in the first quarter of 2023 from $111.9 million in the same period of 2022. The decrease in modifications for Commercial reasons primarily reflects lower volumes of refinancing. The increase in Insignificant delay reflects an increase in customers requesting payment relief for up to three months. The decrease in Credit reflects lower volumes of contract modifications and granting more time to pay, primarily in Brasil.

The following table summarizes the Company’s 30+ days past due accounts:

Accounts 30+ days past due was .5% at March 31, 2023 compared to .4% at December 31, 2022 and .4% at March 31, 2022. The Company continues to focus on maintaining low past due balances.

When the Company modifies a 30+ days past due account, the customer is then generally considered current under the revised contractual terms. The Company modified $10.8 million of accounts worldwide during the first quarter of 2023, $8.9 million during the fourth quarter of 2022 and $9.4 million during the first quarter of 2022 that were 30+ days past due and became current at the time of modification. Had these accounts not been modified and continued to not make payments, the pro forma percentage of retail loan and lease accounts 30+ days past due would have been as follows:

Modifications of accounts in prior quarters that were more than 30 days past due at the time of modification are included in past dues if they were not performing under the modified terms at March 31, 2023, December 31, 2022 and March 31, 2022. The effect on the allowance for credit losses from such modifications was not significant at March 31, 2023, December 31, 2022 and March 31, 2022.

The Company’s annualized pre-tax return on average assets for Financial Services was 3.4% in the first quarter of 2023 compared to 3.8% in the same period of 2022.

Other

Other includes the winch business as well as sales, income and expenses not attributable to a reportable segment. Other also includes non-service cost components of pension expense and a portion of corporate expense. Other sales represent less than 1% of consolidated net sales and revenues for both the first quarter of 2023 and 2022. Other SG&A increased to $29.3 million for the first quarter of 2023 from $19.7 million for the first quarter of 2022, primarily due to higher salaries and related expenses, and higher professional fees.

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For the first quarter, Other (loss) income before income taxes was ($611.7) million compared to $10.0 million in 2022, primarily due to the EC-related charge which is discussed in Note M of the consolidated financial statements.

Investment income for the first quarter was $49.0 million in 2023 compared to investment loss of $2.5 million in 2022, primarily driven by higher yields on investment due to higher market interest rates in all regions, as well as higher investment balances.

Income Taxes

The effective tax rate for the first quarter of 2023 was 20.1% compared to 22.2% for the first quarter of 2022. The lower effective tax rate in the first quarter of 2023 was primarily due to a higher mix of income generated in jurisdictions with lower tax rates in 2023 as compared to 2022.

($ in millions)

For the first quarter of 2023, domestic income before income taxes and pre-tax return on revenues increased primarily due to the improved results from Truck, Parts and Financial Services operations. In the first quarter of 2023, foreign income before income taxes and pre-tax return on revenues decreased due to the EC-related charge of $600.0 million, partially offset by improved results from Truck, Parts and Financial Services operations.

LIQUIDITY AND CAPITAL RESOURCES:

($ in millions)

The Company’s total cash and marketable securities at March 31, 2023 decreased $256.1 million from the balances at December 31, 2022. Total cash and marketable securities are primarily intended to provide liquidity while preserving capital.

The change in cash and cash equivalents is summarized below:

($ in millions)

Operating activities: Cash provided by operations increased by $225.5 million to $684.8 million in the first three months of 2023 from $459.3 million in 2022. Higher operating cash flows reflects higher net income of $133.4 million and higher accrued expenses including the EC-related charge. The higher operating cash flows were partially offset by higher cash usage of $170.8 million for inventories and higher cash usage of $123.8 million for wholesale receivables.

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Investing activities: Cash used in investing activities decreased by $113.4 million to $292.7 million in the first three months of 2023 from $406.1 million in 2022. Lower net cash used in investing activities reflects lower acquisitions of equipment for operating leases of $77.1 million and lower net originations for retail loans and financing leases of $77.9 million. The lower net cash used in investing activities were partially offset by lower proceeds received from asset disposals of $16.7 million.

Financing activities: Cash used in financing activities increased by $534.4 to $690.8 million in the first three months of 2023 from $156.4 in 2022. In the first three months of 2023, the company paid $1,105.3 million in dividends in 2023 compared to $639.4 million in 2022, due primarily to a higher extra dividend paid in January 2023. Cash provided from borrowing activities was $397.0 million, $71.2 lower than the cash provided by borrowing activities of $468.2 in 2022.

Credit Lines and Other

The Company has line of credit arrangements of $3.84 billion, of which $3.48 billion were unused at March 31, 2023. Included in these arrangements are $3.00 billion of committed bank facilities, of which $1.00 billion expires in June 2023, $1.00 billion expires in June 2025 and $1.00 billion expires in June 2027. The Company intends to extend or replace these credit facilities on or before expiration to maintain facilities of similar amounts and duration. These credit facilities are maintained primarily to provide backup liquidity for commercial paper borrowings and maturing medium-term notes. There were no borrowings under the committed bank facilities for the three months ended March 31, 2023.

On December 4, 2018, PACCAR’s Board of Directors approved the repurchase of up to $500.0 million of the Company’s outstanding common stock. As of March 31, 2023, the Company has repurchased $110.0 million of shares under this plan. There were no repurchases made under this plan during the first quarter of 2023.

Truck, Parts and Other

The Company provides funding for working capital, capital expenditures, R&D, dividends, stock repurchases and other business initiatives and commitments primarily from cash provided by operations. Management expects this method of funding to continue in the future.

Investments for manufacturing property, plant and equipment in the first three months of 2023 were $127.9 million compared to $110.5 million for the same period of 2022. Over the past decade, the Company’s combined investments in worldwide capital projects and R&D totaled $7.31 billion and have significantly increased the operating capacity and efficiency of its facilities and enhanced the quality and operating efficiency of the Company’s premium products.

In 2023, total capital investments for PACCAR are expected to be $600 to $650 million and R&D is expected to be $380 to $420 million. The Company is increasing its investment in clean diesel and electric powertrain technologies, autonomous systems, connected vehicle services, next-generation manufacturing and parts distribution capabilities.

Financial Services

The Company funds its financial services activities primarily from collections on existing finance receivables and borrowings in the capital markets. The primary sources of borrowings in the capital markets are commercial paper and medium-term notes issued in the public markets and, to a lesser extent, bank loans.

In November 2021, the Company’s U.S. finance subsidiary, PACCAR Financial Corp. (PFC), filed a shelf registration under the Securities Act of 1933. The total amount of medium-term notes outstanding for PFC as of March 31, 2023 was $6.35 billion. The registration expires in November 2024 and does not limit the principal amount of debt securities that may be issued during that period.

As of March 31, 2023, the Company’s European finance subsidiary, PACCAR Financial Europe, had €1.42 billion available for issuance under a €2.50 billion medium-term note program listed on the Euro MTF Market of the Luxembourg Stock Exchange. This program has been renewed through the filing of a new listing which expires in July 2023. The Company intends to renew this medium-term note program.

In August 2021, PACCAR Financial Mexico registered a 10.00 billion Mexican peso program with the Comision Nacional Bancaria y de Valores to issue medium-term notes and commercial paper. The registration expires in August 2026 and limits the amount of commercial paper (up to one year) to 5.00 billion Mexican pesos. At March 31, 2023, 8.80 billion Mexican pesos were available for issuance.

In August 2018, the Company’s Australian subsidiary, PACCAR Financial Pty. Ltd. (PFPL Australia), established a medium-term note program. The program does not limit the principal amount of debt securities that may be issued under the program. The total amount of medium-term notes outstanding for PFPL Australia as of March 31, 2023 was 700.0 million Australian dollars.

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In May 2021, the Company’s Canadian subsidiary, PACCAR Financial Ltd. (PFL Canada), established a medium-term note program. The program does not limit the principal amount of debt securities that may be issued under the program. The total amount of medium-term notes outstanding for PFL Canada as of March 31, 2023 was 150.0 million Canadian dollars.

The Company believes its cash balances and investments, collections on existing finance receivables, committed bank facilities and current investment-grade credit ratings of A+/A1 will continue to provide it with sufficient resources and access to capital markets at competitive interest rates and therefore contribute to the Company maintaining its liquidity and financial stability. In the event of a decrease in the Company’s credit ratings or a disruption in the financial markets, the Company may not be able to refinance its maturing debt in the financial markets. In such circumstances, the Company would be exposed to liquidity risk to the degree that the timing of debt maturities differs from the timing of receivable collections from customers. The Company believes its various sources of liquidity, including committed bank facilities, would continue to provide it with sufficient funding resources to service its maturing debt obligations.

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES:

This Form 10-Q includes “adjusted net income (non-GAAP)” and “adjusted net income per diluted share (non-GAAP)”, which are financial measures that are not in accordance with U.S. generally accepted accounting principles (“GAAP”), since they exclude a charge for EC-related claims. These measures differ from the most directly comparable measures calculated in accordance with GAAP and may not be comparable to similarly titled non-GAAP financial measures used by other companies.

Adjustment for the EC-related claims relates to a pre-tax charge of $600.0 million ($446.4 million after-tax) for estimable total costs recorded in Interest and other expenses (income), net in the first quarter 2023.

Management utilizes these non-GAAP measures to evaluate the Company’s performance and believes these measures allow investors and management to evaluate operating trends by excluding a significant non-recurring charge that is not representative of underlying operating trends.

Reconciliations from the most directly comparable GAAP measures to adjusted net income (non-GAAP) and adjusted net income per diluted shares (non-GAAP) are as follows:

($ in millions, except per share amounts)

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FORWARD-LOOKING STATEMENTS:

This report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements relating to future results of operations or financial position and any other statement that does not relate to any historical or current fact. Such statements are based on currently available operating, financial and other information and 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 or tariffs resulting in higher costs and/or sales restrictions; currency or commodity price fluctuations; lower used truck prices; insufficient or under-utilization of manufacturing capacity; supplier interruptions; insufficient liquidity in the capital markets; fluctuations in interest rates; changes in the levels of the Financial Services segment new business volume due to unit fluctuations in new PACCAR truck sales or reduced market shares; changes affecting the profitability of truck owners and operators; price changes impacting truck sales prices and residual values; insufficient supplier capacity or access to raw materials and components, including semiconductors; labor disruptions; shortages of commercial truck drivers; increased warranty costs; pandemics; climate-related risks; global conflicts; litigation, including European Commission (EC) settlement-related claims; or legislative and governmental regulations. A more detailed description of these and other risks is included under the headings Part I, Item 1A, “Risk Factors” in the Company’s Annual Report on Form 10‑K for the year ended December 31, 2022 and in Part II, Item 1, “Legal Proceedings” and Part II, Item 1A, “Risk Factors” of this Quarterly Report on Form 10-Q.

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There were no material changes in the Company’s market risk during the three months ended March 31, 2023. For additional information, refer to Item 7A as presented in the 2022 Annual Report on Form 10‑K.

The Company’s management, with the participation of the Principal Executive Officer and Principal Financial Officer, conducted an evaluation of the effectiveness of the Company’s disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) as of the period covered by this report. Based on that evaluation, the Principal Executive Officer and Principal Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this report.

There have been no 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.

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PART II – OTHER INFORMATION

For Items 3, 4 and 5, there was no reportable information for the three months ended March 31, 2023.

For information regarding risk factors, refer to Part I, Item 1A as presented in the 2022 Annual Report on Form 10-K. There have been no material changes in the Company’s risk factors during the three months ended March 31, 2023.