Kimberly-Clark 2012 Annual Report Download

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2012 Annual Report on Form 10-K

Table of contents

  • Page 1
    2012 Annual Report on Form 10-K

  • Page 2
    ... price on the New York Stock Exchange on such date) was approximately $33.1 billion. As of February 15, 2013, there were 387,621,860 shares of common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE Certain information contained in the definitive Proxy Statement for Kimberly-Clark's Annual...

  • Page 3
    ... Owners and Management and Related Stockholder Matters ...Certain Relationships and Related Transactions, and Director Independence ...Principal Accountant Fees and Services ... 70 70 70 71 71 Exhibits, Financial Statement Schedules ... 72 75 Signatures ... KIMBERLY-CLARK CORPORATION - 2012 Annual...

  • Page 4
    ... develop and execute our global strategies to drive growth and profitability of our worldwide personal care, consumer tissue, Professional and Health Care operations. These strategies include global plans for branding and product positioning, technology, research and development programs, cost...

  • Page 5
    ...are directed toward new or improved personal care, tissue, wiping, safety and health care products and nonwoven materials. Consolidated research and development expense was $356 in 2012, $316 in 2011 and $317 in 2010. Foreign Market Risks We operate and market our products globally, and our business...

  • Page 6
    ... factors. Employees In our worldwide consolidated operations, we had approximately 58,000 employees as of December 31, 2012. Available Information . We make financial information, news releases and other information available on our corporate website at www Our annual reports on Form 10-K, quarterly...

  • Page 7
    ... effect on our financial results. We compete in highly competitive markets against well-known, branded products and low-cost or private label products both domestically and internationally. Inherent risks in our competitive strategy include uncertainties concerning trade and consumer acceptance...

  • Page 8
    ... diverse international workforce is a significant factor in developing product innovation, as well as providing key viewpoints representative of our international consumer base. We compete to hire new employees and then seek to train them to develop their skills. We may not be able to successfully...

  • Page 9
    ..., we may not realize all anticipated benefits. Any negative impact these plans have on our relationships with employees or customers or any failure to generate the anticipated efficiencies and savings could adversely affect our financial results. 6 KIMBERLY-CLARK CORPORATION - 2012 Annual Report

  • Page 10
    ... and manage acquired product lines or businesses in a timely and efficient manner, the inability to achieve anticipated cost savings or other anticipated benefits from these acquisitions in the timeframe we anticipate or the unanticipated required increases in trade, promotional or capital spending...

  • Page 11
    ... three international locations. The locations of our and our equity affiliates' principal production facilities by major geographic areas of the world are as follows: Geographic Area: Number of Facilities United States (in 18 states)...Canada ...Europe ...Asia, Latin America and other...Worldwide...

  • Page 12
    ... Logistics from 2010 to 2012 and as President of its grocery business unit from 2008 to 2010. Prior to that, Mr. Hsu served as President and Chief Operating Officer, Foodservice at H. J. Heinz Company, a manufacturer and marketer of food products. 9 KIMBERLY-CLARK CORPORATION - 2012 Annual Report

  • Page 13
    ...responsible for our global professional business, which includes commercial tissue and wipers, and skin care, safety and Do-It-Yourself products. She previously served as Senior Vice President and Chief Strategy Officer from 2010 to 2012. Prior to joining Kimberly-Clark, Ms. Stock served as national...

  • Page 14
    ... to reduce our worldwide salaried workforce. Results include the impact of a $60 pre-tax charge, $36 after tax, related to the strategic cost reductions plan aimed at streamlining manufacturing and administrative operations. (b) (c) (d) (e) 11 KIMBERLY-CLARK CORPORATION - 2012 Annual Report

  • Page 15
    ...costs. We plan to continue to shift our mix to faster-growing, higher-margin segments within KCP and Health Care, including safety and wiping in KCP and medical devices in Health Care. We plan to drive growth throughout K C International ("KCI"), which includes our businesses in Asia, Latin America...

  • Page 16
    ... increased our market share in a number of businesses in KCI. We continued to support innovations and growth initiatives with increased spending in strategic marketing of $115 in 2012 over the previous year, and increased research and development spending at a double digit rate. To help fund those...

  • Page 17
    ...understanding of 2012 results of operations. This discussion and analysis compares 2012 results to 2011, and 2011 results to 2010. Analysis of Net Sales By Business Segment Year Ended December 31 2012 2011 2010 Personal Care...$ Consumer Tissue ...K-C Professional ...Health Care...Corporate & Other...

  • Page 18
    ...increases in Latin America. In Europe, personal care net sales increased 2 percent, despite an unfavorable currency impact of 6 percent. Sales volumes rose 10 percent, mostly due to growth in non-branded offerings, Huggies baby wipes and child care offerings. • Consumer tissue net sales in North...

  • Page 19
    ... for health care products were driven by increases in exam gloves and medical devices. • Analysis of Operating Profit By Business Segment Year Ended December 31 2012 2011 2010 Personal Care...$ Consumer Tissue ...K-C Professional ...Health Care...Other (income) and expense, net ...Corporate...

  • Page 20
    ... costs, partially offset by increased marketing, research and general expenses and lower sales volumes. Operating profit in North America increased due to deflation in input costs, cost savings and higher net selling prices, partially offset • 17 KIMBERLY-CLARK CORPORATION - 2012 Annual Report

  • Page 21
    ... in input costs and lower marketing, research and general expenses were partially offset by increased manufacturing costs. • European Strategic Changes On October 23, 2012, we approved strategic changes related to our Western and Central European consumer and professional businesses to focus...

  • Page 22
    ...well as currency transaction gains of $27. Commentary: 2011 versus 2010 Percentage Change in Operating Profit Versus Prior Year Change Due To Total Change Volume Net Price Input Costs(a) Cost Savings Currency Other(b) Consolidated...Personal Care ...Consumer Tissue...K-C Professional ...Health Care...

  • Page 23
    ... than offset by inflation in key cost inputs, the negative effect of lower production volumes and increases in marketing expense. The average number of common shares outstanding declined in 2011 as compared to 2010 due to share repurchases. • 20 KIMBERLY-CLARK CORPORATION - 2012 Annual Report

  • Page 24
    ...charges related to the strategic changes in Western and Central Europe in 2012 and charges related to the pulp and tissue restructuring actions in 2012 and 2011. See Item 8, Notes 2 and 3 for more information. Additionally, 2011 includes a nondeductible business tax charge related to a law change in...

  • Page 25
    ...sheet to the new exchange rate. Net sales of Venezuela represented 2 percent of Consolidated Net Sales for the year ended December 31, 2012, and 1 percent of Consolidated Net Sales in 2011 and 2010. In 2012 and 2011, Venezuela represented 4 percent • • • • 22 KIMBERLY-CLARK CORPORATION...

  • Page 26
    ... tax code are not funded. Consolidated pension expense for defined benefit pension plans was $122 in 2012 compared with $119 for 2011. Pension expense is calculated based upon a number of actuarial assumptions applied to each of the defined benefit plans. The weighted-average expected long-term rate...

  • Page 27
    ... the pension trusts, changes in discount rates and various other factors related to the covered employees in the plans. If the expected long-term rates of return on assets for the Principal Plans were lowered by 0.25 percent, our annual pension expense would increase by approximately $12 in 2013. If...

  • Page 28
    ... carrying amount of goodwill is tested annually as of the beginning of the fourth quarter and whenever events or circumstances indicate that impairment may have occurred. Impairment testing is conducted at the reporting unit level of our businesses and is based on a discounted cash flow approach to...

  • Page 29
    ... first quarter of 2013 related to the remeasurement of the local currencydenominated balance sheet to the new exchange rate. 2013 Operating Results In 2013, we plan to continue to pursue targeted growth initiatives, launch product innovations and support our brands with increased strategic marketing...

  • Page 30
    ...foreign currency exchange rates would have on annual operating profit based on our foreign currency contracts and transactional exposures at the current year-end. The balance sheet effect is calculated by multiplying each affiliate's net monetary asset or liability position by a 10 percent change in...

  • Page 31
    ..., we are subject to price risk for utilities and manufacturing inputs, which are used in our manufacturing operations. Derivative instruments are used in accordance with our risk management policy to hedge a limited portion of the price risk. 28 KIMBERLY-CLARK CORPORATION - 2012 Annual Report

  • Page 32
    ... DATA KIMBERLY-CLARK CORPORATION AND SUBSIDIARIES CONSOLIDATED INCOME STATEMENT Year Ended December 31 2012 2011 2010 (Millions of dollars, except per share amounts) Net Sales ...$ Cost of products sold ...Gross Profit ...Marketing, research and general expenses...Other (income) and expense, net...

  • Page 33
    KIMBERLY-CLARK CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME Year Ended December 31 2012 2011 (Millions of dollars) 2010 Net Income ...$ Other Comprehensive Income, Net of Tax: Unrealized currency translation adjustments ...Employee postretirement benefits ...Other......

  • Page 34
    ... year ...$ Trade accounts payable ...Accrued expenses ...Dividends payable ...Total Current Liabilities ...Long-Term Debt...Noncurrent Employee Benefits ...Other Liabilities ...Redeemable Preferred and Common Securities of Subsidiaries ...Stockholders' Equity Kimberly-Clark Corporation Stockholders...

  • Page 35
    KIMBERLY-CLARK CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY Common Stock Issued Shares Balance at December 31, 2009...Net income in stockholders' equity ...Other comprehensive income: Unrealized translation...Employee postretirement benefits, net of tax...Other...Stock...

  • Page 36
    KIMBERLY-CLARK CORPORATION AND SUBSIDIARIES CONSOLIDATED CASH FLOW STATEMENT Year Ended December 31 2012 2011 (Millions of dollars) 2010 Operating Activities Net income ...$ Depreciation and amortization ...Asset impairments ...Stock-based compensation ...Deferred income taxes...Net losses (gains) ...

  • Page 37
    ... years. Machinery and equipment are depreciated over their estimated useful lives, primarily ranging from 16 to 20 years. Purchases of computer software, including external costs and certain internal costs (including payroll and payroll-related costs of employees) directly associated with developing...

  • Page 38
    ... of exchange in effect each month. The balance sheets of these operations are translated at period-end exchange rates, and the differences from historical exchange rates are reflected in stockholders' equity as unrealized translation adjustments. 35 KIMBERLY-CLARK CORPORATION - 2012 Annual Report

  • Page 39
    The income statements and balance sheets of operations in highly inflationary economies are translated into U.S. dollars using both current and historical rates of exchange. Effective January 1, 2010, our Venezuelan subsidiary ("K C Venezuela") accounts for its operations as highly inflationary, as ...

  • Page 40
    ... for the quarter ending March 31, 2013. Note 2. European Strategic Changes In October 2012, we approved strategic changes related to our Western and Central European consumer and professional businesses to focus our resources and investments on stronger market positions and growth opportunities...

  • Page 41
    ...certain non-strategic products, primarily non-branded offerings, and transferred some production to lower-cost facilities in order to improve overall profitability and returns. In addition, in January 2012, we announced our decision to streamline an additional manufacturing facility in North America...

  • Page 42
    ...2012 Fair Value Measurements Level 1 Level 2 Level 3 Assets Company-owned life insurance ("COLI") ...$ Available-for-sale securities...Derivatives ...Total...$ Liabilities Derivatives ...$ 49 17 61 127 63 $ $ $ - 17 - 17 - $ $ $ 49 - 61 110 63 39 KIMBERLY-CLARK CORPORATION - 2012 Annual Report

  • Page 43
    ... manage foreign currency risk is based on published quotations of spot currency rates and forward points, which are converted into implied forward currency rates. Additional information on our use of derivative instruments is contained in Note 14. 40 KIMBERLY-CLARK CORPORATION - 2012 Annual Report

  • Page 44
    ... Consolidated Balance Sheet, as appropriate. Time deposits are recorded at cost, which approximates fair value. The note, monetization loan and redeemable preferred securities of subsidiary are not traded in active markets. Accordingly, their fair values were calculated using a floating rate pricing...

  • Page 45
    ... The changes in the carrying amount of goodwill by business segment are as follows: Personal Care Consumer Tissue K-C Professional Health Care Total Balance at December 31, 2010...$ Currency and other ...Balance at December 31, 2011...Currency and other ...Balance at December 31, 2012...$ 803...

  • Page 46
    ... which we can grant stock options, restricted shares and restricted share units to employees and outside directors. As of December 31, 2012, the number of shares of common stock available for grants under the Plans aggregated 23.2 million shares. 43 KIMBERLY-CLARK CORPORATION - 2012 Annual Report

  • Page 47
    ...benefits, resulting from tax deductions in excess of the compensation cost recognized, aggregating $50, $15 and $6 were classified as Other cash inflows under Financing Activities for the years ended December 31, 2012, 2011 and 2010, respectively. 44 KIMBERLY-CLARK CORPORATION - 2012 Annual Report

  • Page 48
    ... U.S. retirees and employees are covered by unfunded health care and life insurance benefit plans. Certain benefits are based on years of service and/or age at retirement. The plans are principally noncontributory for employees who were eligible 45 KIMBERLY-CLARK CORPORATION - 2012 Annual Report

  • Page 49
    .... The future cost for retiree health care benefits is limited to a defined fixed cost based on the years of service for certain employees retiring after April 1, 2004. The annual increase in the consolidated weighted-average health care cost trend rate is expected to be 7.1 percent in 2013 and to...

  • Page 50
    ...Years Ended December 31 Pension Benefits 2012 2011 2010 2012 Other Benefits 2011 2010 Discount rate...Expected long-term return on plan assets.. Rate of compensation increase ... 4.87% 6.49% 2.91% 5.51% 7.14% 4.05% 5.85% 7.96% 4.09% 4.70% - - 5.44% - - 5.79% - - 47 KIMBERLY-CLARK CORPORATION...

  • Page 51
    ...-Term Rate of Return and Investment Strategies for the Principal Plans Strategic asset allocation decisions are made considering several risk factors, including plan participants' retirement benefit security, the estimated payments of the associated liabilities, the plan funded status, and Kimberly...

  • Page 52
    ...mutual and pooled funds: U.S. equity...Non-U.S. equity ...Global equity...Total Plan Assets...$ 143 678 925 293 5,063 $ 143 3 1 - 203 $ - 675 924 293 4,860 23 143 $ 23 - $ - 143 132 1,112 3 490 199 920 2 31 - - - - - 2 101 1,112 3 490 199 920 - 49 KIMBERLY-CLARK CORPORATION - 2012 Annual Report

  • Page 53
    ... held directly by the plans are actively traded and fair values are determined based on quoted market prices. Fair values of U.S. Treasury securities are determined based on trading activity in the marketplace. Fair values of U.S. corporate debt, U.S. securitized fixed income and international bonds...

  • Page 54
    ... contribution pension plans for certain employees outside the U.S. Costs charged to expense for our defined contribution pension plans were as follows: 2012 2011 2010 U.S...$ Outside the U.S...Total...$ 82 26 108 $ $ 77 36 113 $ $ 75 23 98 51 KIMBERLY-CLARK CORPORATION - 2012 Annual Report

  • Page 55
    ......Income tax benefits on stock-based compensation...Shares repurchased...Recognition of stock-based compensation...Dividends declared...Return on redeemable preferred securities and noncontrolling interests...Balance at December 31, 2012 ...$ $ 1,943 334 55 (16) 2,316 The Corporation 5,406 1,843...

  • Page 56
    ... (loss) attributable to Kimberly-Clark are as follows: 2012 Tax Effect Year Ended December 31 2011 Pre-tax Tax Net Amount Effect Amount 2010 Tax Effect Pre-tax Amount Net Amount Pre-tax Amount Net Amount Unrealized translation ...$ Defined benefit pension plans: Unrecognized net actuarial loss...

  • Page 57
    ...: Year Ending December 31 2013...$ 2014...2015...2016...2017...Thereafter ...Future minimum obligations ...$ Consolidated rental expense under operating leases was $283, $278 and $296 in 2012, 2011 and 2010, respectively. 174 141 109 89 64 124 701 We have entered into long-term contracts for...

  • Page 58
    ... and Strategies for Using Derivatives As a multinational enterprise, we are exposed to financial risks, such as changes in foreign currency exchange rates, interest rates, and commodity prices. We employ a number of practices to manage these risks, including operating and financing activities...

  • Page 59
    ... 2012 2011 2010 Cash Flow Hedges Interest rate contracts ...$ Foreign exchange contracts...Foreign exchange contracts...Commodity contracts ...Total ...$ Net Investment Hedges Foreign exchange contracts...$ 14 1 - 5 20 $ 81 (7) (8) 15 $ 21 - - 16 Interest expense ...Cost of products sold...

  • Page 60
    ... 254 29 (9) 274 $ 368 95 337 800 (15) (24) 27 (12) $ 660 $ 788 Year Ended December 31 2012 2011 2010 United States ...$ Other countries ...Total income before income taxes...$ 1,415 1,005 2,420 $ $ 1,317 866 2,183 $ $ 1,609 941 2,550 57 KIMBERLY-CLARK CORPORATION - 2012 Annual Report

  • Page 61
    .... Determination of the amount of unrecognized deferred U.S. income tax liability on these unremitted earnings is not practicable because of the complexities associated with this hypothetical calculation. We do not expect restrictions or taxes on 58 KIMBERLY-CLARK CORPORATION - 2012 Annual Report

  • Page 62
    ... we conduct business: Jurisdiction Years United States ...United Kingdom...Canada ...South Korea...Australia ... 2010 to 2012 2011 to 2012 2008 to 2012 2007 to 2012 2008 to 2012 Our U.S. federal income tax returns have been audited through 2009. We have various federal income tax return positions...

  • Page 63
    ... global plans for branding and product positioning, technology, research and development programs, cost reductions including supply chain management, and capacity and capital investments for each of these businesses. Segment management is evaluated on several factors, including operating profit...

  • Page 64
    ... business segments. Corporate & Other includes 2012 and 2011 charges as follows: Year Ended December 31 2012 Charges for European Strategic Changes Personal Care ...$ Consumer Tissue...K-C Professional...Other (income) and expense, net ...Total ...$ 213 66 20 - 299 $ $ Pulp and Tissue Restructuring...

  • Page 65
    ...a charge related to the adoption of highly inflationary accounting in Venezuela effective January 1, 2010 as follows. Year Ended December 31, 2010 Personal Care ...$ Consumer Tissue...K-C Professional...Other (income) and expense, net ...Total ...$ 11 6 2 79 98 Sales of Principal Products 2012 2011...

  • Page 66
    ...billion based on the market price of publicly traded shares. Note 18. Supplemental Data Supplemental Income Statement Data Year Ended December 31 2012 2011 2010 Advertising expense ...$ Research expense ...Foreign currency transaction (gains) losses, net ...Supplemental Balance Sheet Data 810 356...

  • Page 67
    ... 31 Summary of Accrued Expenses 2012 2011 Accrued advertising and promotion...$ Accrued salaries and wages ...Accrued rebates ...Accrued taxes - income and other ...Other ...Total...$ 372 456 340 336 740 2,244 $ 377 380 344 266 659 2,026 $ 64 KIMBERLY-CLARK CORPORATION - 2012 Annual Report

  • Page 68
    Supplemental Cash Flow Statement Data Year Ended December 31 Summary of Cash Flow Effects of Decrease (Increase) in Operating Working Capital 2012 2011 2010 Accounts receivable ...$ Inventories...Prepaid expenses ...Trade accounts payable ...Accrued expenses...Accrued income taxes ...Derivatives ...

  • Page 69
    ... financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Corporation's internal control over financial reporting...

  • Page 70
    ...accounting firm the quality and adequacy of our internal control over financial reporting, including compliance matters related to our code of conduct, and the results of internal and external audits. The Audit Committee has reviewed and recommended that the audited Consolidated Financial Statements...

  • Page 71
    ... Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Corporation's internal control over financial reporting based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States...

  • Page 72
    ...also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements and financial statement schedule of the Corporation as of and for the year ended December 31, 2012, and our report dated February 22, 2013, expressed...

  • Page 73
    ... Upon retirement from or any other termination of service from the Board, a share of Kimberly-Clark common stock is issued for each restricted share unit. Column (b) does not take these awards into account because they do not have an exercise price. (2) 70 KIMBERLY-CLARK CORPORATION - 2012 Annual...

  • Page 74
    ... stock or restricted share units under this plan. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information in the sections of the 2013 Proxy Statement captioned "Transactions with Related Persons" and "Corporate Governance Information-Director Independence...

  • Page 75
    ... Form 10-Q for the quarter ended March 31, 2008.* Executive Officer Achievement Award Program as amended November 12, 2008, incorporated by reference to Exhibit No. (10)d of the Corporation's Annual Report on Form 10-K for the year ended December 31, 2008.* Deferred Compensation Plan, as amended and...

  • Page 76
    ...'s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008.* Summary of Financial Counseling Program for Kimberly-Clark Corporation Executives, dated November 12, 2008, incorporated by reference to Exhibit No. (10)t of the Corporation's Annual Report on Form 10-K for the year ended...

  • Page 77
    ... 30, 2010.* Consulting Agreement between Kimberly-Clark Corporation and Jan B.C. Spencer, incorporated by reference to Exhibit (10)w of the Corporation's Quarterly Report on Form 10-Q for the quarter ended June 30, 2012.* Computation of ratio of earnings to fixed charges for the five years ended...

  • Page 78
    ... duly authorized. KIMBERLY-CLARK CORPORATION February 22, 2013 By: /s/ Mark A. Buthman Mark A. Buthman Senior Vice President and Chief Financial Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf...

  • Page 79
    KIMBERLY-CLARK CORPORATION AND SUBSIDIARIES SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS FOR THE YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010 (Millions of dollars) Additions Balance at Beginning of Period Charged to Costs and Expenses Charged to Other Accounts(a) Deductions Write-Offs and ...

  • Page 80
    ...-Clark Corporation ...S&P 500 Index...S&P 500 Consumer Staples Index ...Investor Relations 2007 100 100 100 2011 124 94 126 Securities analysts, portfolio managers and representatives of institutional investors seeking information about Kimberly-Clark should contact Paul Alexander, Vice President...

  • Page 81
    ... Exchange Commission filings, including Forms 10-K, 10-Q and 8-K. Stockholders may contact Stockholder Services, P.O. Box 612606, Dallas, Texas 75261-2606 or call (972) 281-1522 to obtain a paper copy of these reports without charge. Dividends and Direct Stock Purchase and Dividend Reinvestment Plan...

  • Page 82
    ... and Chief Executive Officer Kimberly-Clark Corporation Fabian T. Garcia Management Development and Compensation Committee Nominating and Corporate Governance Committee Chief Operating Officer, Global Innovation and Growth, Europe & Hill's Pet Nutrition Colgate-Palmolive Company Mae C. Jemison...

  • Page 83
    Kimberly-Clark Corporation World Headquarters P.O. Box 619100 Dallas, Texas 75261-9100 Toll-Free Investor Information: 800.639.1352 www.kimberly-clark.com