Delaware | 39-0394230 | |
(State or other jurisdiction of incorporation) | (I.R.S. Employer Identification No.) |
Large accelerated filer | x | Accelerated filer | o | |
Non-accelerated filer | o(Do not check if a smaller reporting company) | Smaller reporting company | o | |
Emerging growth company | o |
Three Months Ended September 30 | Nine Months Ended September 30 | |||||||||||||||
(Millions of dollars, except per share amounts) | 2017 | 2016 | 2017 | 2016 | ||||||||||||
Net Sales | $ | 4,640 | $ | 4,594 | $ | 13,677 | $ | 13,658 | ||||||||
Cost of products sold | 2,981 | 2,924 | 8,722 | 8,685 | ||||||||||||
Gross Profit | 1,659 | 1,670 | 4,955 | 4,973 | ||||||||||||
Marketing, research and general expenses | 813 | 833 | 2,468 | 2,505 | ||||||||||||
Other (income) and expense, net | (8 | ) | 1 | — | (10 | ) | ||||||||||
Operating Profit | 854 | 836 | 2,487 | 2,478 | ||||||||||||
Interest income | 3 | 2 | 7 | 9 | ||||||||||||
Interest expense | (78 | ) | (81 | ) | (246 | ) | (238 | ) | ||||||||
Income Before Income Taxes and Equity Interests | 779 | 757 | 2,248 | 2,249 | ||||||||||||
Provision for income taxes | (224 | ) | (227 | ) | (633 | ) | (651 | ) | ||||||||
Income Before Equity Interests | 555 | 530 | 1,615 | 1,598 | ||||||||||||
Share of net income of equity companies | 24 | 33 | 79 | 103 | ||||||||||||
Net Income | 579 | 563 | 1,694 | 1,701 | ||||||||||||
Net income attributable to noncontrolling interests | (12 | ) | (13 | ) | (33 | ) | (40 | ) | ||||||||
Net Income Attributable to Kimberly-Clark Corporation | $ | 567 | $ | 550 | $ | 1,661 | $ | 1,661 | ||||||||
Per Share Basis | ||||||||||||||||
Net Income Attributable to Kimberly-Clark Corporation | ||||||||||||||||
Basic | $ | 1.61 | $ | 1.53 | $ | 4.69 | $ | 4.61 | ||||||||
Diluted | $ | 1.60 | $ | 1.52 | $ | 4.66 | $ | 4.58 | ||||||||
Cash Dividends Declared | $ | 0.97 | $ | 0.92 | $ | 2.91 | $ | 2.76 |
Three Months Ended September 30 | Nine Months Ended September 30 | |||||||||||||||
(Millions of dollars) | 2017 | 2016 | 2017 | 2016 | ||||||||||||
Net Income | $ | 579 | $ | 563 | $ | 1,694 | $ | 1,701 | ||||||||
Other Comprehensive Income, Net of Tax | ||||||||||||||||
Unrealized currency translation adjustments | 128 | 39 | 450 | 175 | ||||||||||||
Employee postretirement benefits | (8 | ) | 15 | (11 | ) | 22 | ||||||||||
Other | (9 | ) | 2 | (49 | ) | (5 | ) | |||||||||
Total Other Comprehensive Income, Net of Tax | 111 | 56 | 390 | 192 | ||||||||||||
Comprehensive Income | 690 | 619 | 2,084 | 1,893 | ||||||||||||
Comprehensive income attributable to noncontrolling interests | (12 | ) | (23 | ) | (44 | ) | (54 | ) | ||||||||
Comprehensive Income Attributable to Kimberly-Clark Corporation | $ | 678 | $ | 596 | $ | 2,040 | $ | 1,839 |
(Millions of dollars) | September 30, 2017 | December 31, 2016 | ||||||
ASSETS | ||||||||
Current Assets | ||||||||
Cash and cash equivalents | $ | 655 | $ | 923 | ||||
Accounts receivable, net | 2,360 | 2,176 | ||||||
Inventories | 1,748 | 1,679 | ||||||
Other current assets | 463 | 337 | ||||||
Total Current Assets | 5,226 | 5,115 | ||||||
Property, Plant and Equipment, Net | 7,317 | 7,169 | ||||||
Investments in Equity Companies | 272 | 257 | ||||||
Goodwill | 1,581 | 1,480 | ||||||
Other Assets | 653 | 581 | ||||||
TOTAL ASSETS | $ | 15,049 | $ | 14,602 | ||||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
Current Liabilities | ||||||||
Debt payable within one year | $ | 589 | $ | 1,133 | ||||
Trade accounts payable | 2,729 | 2,609 | ||||||
Accrued expenses | 1,752 | 1,775 | ||||||
Dividends payable | 342 | 329 | ||||||
Total Current Liabilities | 5,412 | 5,846 | ||||||
Long-Term Debt | 7,057 | 6,439 | ||||||
Noncurrent Employee Benefits | 1,285 | 1,301 | ||||||
Deferred Income Taxes | 434 | 532 | ||||||
Other Liabilities | 305 | 309 | ||||||
Redeemable Preferred Securities of Subsidiaries | 58 | 58 | ||||||
Stockholders' Equity (Deficit) | ||||||||
Kimberly-Clark Corporation | 259 | (102 | ) | |||||
Noncontrolling Interests | 239 | 219 | ||||||
Total Stockholders' Equity | 498 | 117 | ||||||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ | 15,049 | $ | 14,602 |
Nine Months Ended September 30 | ||||||||
(Millions of dollars) | 2017 | 2016 | ||||||
Operating Activities | ||||||||
Net income | $ | 1,694 | $ | 1,701 | ||||
Depreciation and amortization | 540 | 528 | ||||||
Stock-based compensation | 64 | 64 | ||||||
Deferred income taxes | (41 | ) | (13 | ) | ||||
Equity companies' earnings in excess of dividends paid | (12 | ) | (31 | ) | ||||
Operating working capital | (154 | ) | 149 | |||||
Postretirement benefits | (1 | ) | 4 | |||||
Other | (24 | ) | (41 | ) | ||||
Cash Provided by Operations | 2,066 | 2,361 | ||||||
Investing Activities | ||||||||
Capital spending | (595 | ) | (582 | ) | ||||
Investments in time deposits | (123 | ) | (133 | ) | ||||
Maturities of time deposits | 70 | 64 | ||||||
Other | (29 | ) | 75 | |||||
Cash Used for Investing | (677 | ) | (576 | ) | ||||
Financing Activities | ||||||||
Cash dividends paid | (1,017 | ) | (981 | ) | ||||
Change in short-term debt | 111 | (837 | ) | |||||
Debt proceeds | 937 | 1,290 | ||||||
Debt repayments | (972 | ) | (596 | ) | ||||
Proceeds from exercise of stock options | 114 | 97 | ||||||
Acquisitions of common stock for the treasury | (804 | ) | (512 | ) | ||||
Other | (49 | ) | 2 | |||||
Cash Used for Financing | (1,680 | ) | (1,537 | ) | ||||
Effect of Exchange Rate Changes on Cash and Cash Equivalents | 23 | 17 | ||||||
Change in Cash and Cash Equivalents | (268 | ) | 265 | |||||
Cash and Cash Equivalents - Beginning of Period | 923 | 619 | ||||||
Cash and Cash Equivalents - End of Period | $ | 655 | $ | 884 |
Fair Value Hierarchy Level | Carrying Amount | Estimated Fair Value | Carrying Amount | Estimated Fair Value | |||||||||||||
September 30, 2017 | December 31, 2016 | ||||||||||||||||
Assets | |||||||||||||||||
Cash and cash equivalents(a) | 1 | $ | 655 | $ | 655 | $ | 923 | $ | 923 | ||||||||
Time deposits and other(b) | 1 | 195 | 195 | 138 | 138 | ||||||||||||
Liabilities and redeemable securities of subsidiaries | |||||||||||||||||
Short-term debt(c) | 2 | 282 | 282 | 170 | 170 | ||||||||||||
Long-term debt(d) | 2 | 7,364 | 7,876 | 7,402 | 7,886 |
(a) | Cash equivalents are composed of certificates of deposit, time deposits and other interest-bearing investments with original maturity dates of 90 days or less. Cash equivalents are recorded at cost, which approximates fair value. |
(b) | Time deposits are composed of deposits with original maturities of more than 90 days but less than one year and instruments with original maturities of greater than one year, included in other current assets or other assets in the consolidated balance sheet, as appropriate. Other, included in other current assets, is composed of funds held in escrow. Time deposits and other are recorded at cost, which approximates fair value. |
(c) | Short-term debt is composed of U.S. commercial paper and/or other similar short-term debt issued by non-U.S. subsidiaries, all of which are recorded at cost, which approximates fair value. |
(d) | Long-term debt includes the current portion of these debt instruments. Fair values were estimated based on quoted prices for financial instruments for which all significant inputs were observable, either directly or indirectly. |
Three Months Ended September 30 | Nine Months Ended September 30 | |||||||||||
(Millions of shares) | 2017 | 2016 | 2017 | 2016 | ||||||||
Basic | 352.7 | 359.2 | 354.4 | 360.0 | ||||||||
Dilutive effect of stock options and restricted share unit awards | 2.1 | 2.3 | 2.3 | 2.4 | ||||||||
Diluted | 354.8 | 361.5 | 356.7 | 362.4 |
Stockholders' Equity (Deficit) Attributable to | ||||||||
The Corporation | Noncontrolling Interests | |||||||
Balance at December 31, 2016 | $ | (102 | ) | $ | 219 | |||
Net Income | 1,661 | 29 | ||||||
Other comprehensive income, net of tax | 379 | 12 | ||||||
Stock-based awards exercised or vested | 113 | — | ||||||
Recognition of stock-based compensation | 64 | — | ||||||
Shares repurchased | (827 | ) | — | |||||
Dividends declared | (1,030 | ) | (22 | ) | ||||
Other | 1 | 1 | ||||||
Balance at September 30, 2017 | $ | 259 | $ | 239 |
Unrealized Translation | Defined Benefit Pension Plans | Other Postretirement Benefit Plans | Cash Flow Hedges and Other | |||||||||||||
Balance as of December 31, 2015 | $ | (2,252 | ) | $ | (1,013 | ) | $ | (3 | ) | $ | (10 | ) | ||||
Other comprehensive income (loss) before reclassifications | 161 | 10 | (9 | ) | 8 | |||||||||||
(Income) loss reclassified from AOCI | — | 22 | (a) | (1 | ) | (a) | (13 | ) | ||||||||
Net current period other comprehensive income (loss) | 161 | 32 | (10 | ) | (5 | ) | ||||||||||
Balance as of September 30, 2016 | $ | (2,091 | ) | $ | (981 | ) | $ | (13 | ) | $ | (15 | ) | ||||
Balance as of December 31, 2016 | $ | (2,351 | ) | $ | (1,097 | ) | $ | (31 | ) | $ | 5 | |||||
Other comprehensive income (loss) before reclassifications | 439 | (34 | ) | (3 | ) | (55 | ) | |||||||||
(Income) loss reclassified from AOCI | — | 27 | (a) | (1 | ) | (a) | 6 | |||||||||
Net current period other comprehensive income (loss) | 439 | (7 | ) | (4 | ) | (49 | ) | |||||||||
Balance as of September 30, 2017 | $ | (1,912 | ) | $ | (1,104 | ) | $ | (35 | ) | $ | (44 | ) |
(a) | Included in computation of net periodic benefit costs. |
• | Personal Care brands offer our consumers a trusted partner in caring for themselves and their families by delivering confidence, protection and discretion through a wide variety of innovative solutions and products such as disposable diapers, training and youth pants, swimpants, baby wipes, feminine and incontinence care products and other related products. Products in this segment are sold under the Huggies, Pull-Ups, Little Swimmers, GoodNites, DryNites, Kotex, U by Kotex, Intimus, Depend, Plenitud, Poise and other brand names. |
• | Consumer Tissue offers a wide variety of innovative solutions and trusted brands that touch and improve people's lives every day. Products in this segment include facial and bathroom tissue, paper towels, napkins and related products, and are sold under the Kleenex, Scott, Cottonelle, Viva, Andrex, Scottex, Neve and other brand names. |
• | K-C Professional partners with businesses to create Exceptional Workplaces, helping to make them healthier, safer and more productive through a range of solutions and supporting products such as wipers, tissue, towels, apparel, soaps and sanitizers. Our brands, including Kleenex, Scott, WypAll, Kimtech and Jackson Safety, are well-known for quality and trusted to help people around the world work better. |
Three Months Ended September 30 | Nine Months Ended September 30 | |||||||||||||||||||||
2017 | 2016 | Change | 2017 | 2016 | Change | |||||||||||||||||
NET SALES | ||||||||||||||||||||||
Personal Care | $ | 2,284 | $ | 2,312 | -1 | % | $ | 6,804 | $ | 6,798 | — | |||||||||||
Consumer Tissue | 1,518 | 1,472 | +3 | % | 4,436 | 4,462 | -1 | % | ||||||||||||||
K-C Professional | 827 | 802 | +3 | % | 2,405 | 2,371 | +1 | % | ||||||||||||||
Corporate & Other | 11 | 8 | N.M. | 32 | 27 | N.M. | ||||||||||||||||
TOTAL NET SALES | $ | 4,640 | $ | 4,594 | +1 | % | $ | 13,677 | $ | 13,658 | — | |||||||||||
OPERATING PROFIT | ||||||||||||||||||||||
Personal Care | $ | 476 | $ | 458 | +4 | % | $ | 1,424 | $ | 1,362 | +5 | % | ||||||||||
Consumer Tissue | 260 | 267 | -3 | % | 776 | 822 | -6 | % | ||||||||||||||
K-C Professional | 173 | 157 | +10 | % | 482 | 457 | +5 | % | ||||||||||||||
Corporate & Other(a) | (63 | ) | (45 | ) | N.M. | (195 | ) | (173 | ) | N.M. | ||||||||||||
Other (income) and expense, net(a) | (8 | ) | 1 | N.M. | — | (10 | ) | N.M. | ||||||||||||||
TOTAL OPERATING PROFIT | $ | 854 | $ | 836 | +2 | % | $ | 2,487 | $ | 2,478 | — |
(a) | Corporate & Other and Other (income) and expense, net include income and expense not associated with the business segments, including adjustments as indicated in the Non-GAAP Reconciliations. |
September 30, 2017 | December 31, 2016 | |||||||||||||||||||||||
LIFO | Non-LIFO | Total | LIFO | Non-LIFO | Total | |||||||||||||||||||
Raw materials | $ | 88 | $ | 249 | $ | 337 | $ | 93 | $ | 236 | $ | 329 | ||||||||||||
Work in process | 106 | 97 | 203 | 114 | 89 | 203 | ||||||||||||||||||
Finished goods | 396 | 687 | 1,083 | 430 | 600 | 1,030 | ||||||||||||||||||
Supplies and other | — | 298 | 298 | — | 280 | 280 | ||||||||||||||||||
590 | 1,331 | 1,921 | 637 | 1,205 | 1,842 | |||||||||||||||||||
Excess of FIFO or weighted-average cost over LIFO cost | (173 | ) | — | (173 | ) | (163 | ) | — | (163 | ) | ||||||||||||||
Total | $ | 417 | $ | 1,331 | $ | 1,748 | $ | 474 | $ | 1,205 | $ | 1,679 |
September 30, 2017 | December 31, 2016 | ||||||
Land | $ | 171 | $ | 163 | |||
Buildings | 2,787 | 2,612 | |||||
Machinery and equipment | 14,328 | 13,591 | |||||
Construction in progress | 337 | 488 | |||||
17,623 | 16,854 | ||||||
Less accumulated depreciation | (10,306 | ) | (9,685 | ) | |||
Total | $ | 7,317 | $ | 7,169 |
Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations |
• | Overview of Third Quarter 2017 Results |
• | Results of Operations and Related Information |
• | Liquidity and Capital Resources |
• | Business Outlook |
• | 2014 Organization Restructuring - In 2014, we initiated this restructuring in order to improve organization efficiency and offset the impact of stranded overhead costs resulting from the 2014 spin-off of our health care business. As a result, we recognized restructuring charges in 2014, 2015 and 2016. Restructuring actions were completed by December 31, 2016. |
• | Adjustment related to Venezuelan Operations - Effective December 31, 2015, we deconsolidated the assets and liabilities of our business in Venezuela from our consolidated balance sheet, and in the second quarter of 2016, recorded an adjustment related to an updated assessment. |
• | Net sales of $4.6 billion increased 1 percent compared to the prior year. Changes in foreign currency exchange rates benefited sales by nearly 1 percent and organic sales rose slightly. Organic sales were similar in North American consumer products. Outside North America, organic sales increased 3 percent in D&E markets and fell 3 percent in developed markets. |
• | Operating profit of $854 increased 2 percent compared to $836 in the prior year. Net Income Attributable to Kimberly-Clark Corporation was $567 compared to $550 in 2016. Diluted net income per share was $1.60 in 2017 and $1.52 in 2016. |
Selected Financial Results | Three Months Ended September 30 | Nine Months Ended September 30 | |||||||||||||||||||
2017 | 2016 | Percent Change | 2017 | 2016 | Percent Change | ||||||||||||||||
Net Sales: | |||||||||||||||||||||
North America | $ | 2,416 | $ | 2,410 | — | $ | 7,095 | $ | 7,193 | -1 | % | ||||||||||
Outside North America | 2,299 | 2,260 | +2 | % | 6,821 | 6,689 | +2 | % | |||||||||||||
Intergeographic sales | (75 | ) | (76 | ) | N.M. | (239 | ) | (224 | ) | N.M. | |||||||||||
Total Net Sales | 4,640 | 4,594 | +1 | % | 13,677 | 13,658 | — | ||||||||||||||
Operating Profit: | |||||||||||||||||||||
North America | 593 | 575 | +3 | % | 1,722 | 1,734 | -1 | % | |||||||||||||
Outside North America | 316 | 307 | +3 | % | 960 | 907 | +6 | % | |||||||||||||
Corporate & Other(a) | (63 | ) | (45 | ) | N.M. | (195 | ) | (173 | ) | N.M. | |||||||||||
Other (income) and expense, net(a) | (8 | ) | 1 | N.M. | — | (10 | ) | N.M. | |||||||||||||
Total Operating Profit | 854 | 836 | +2 | % | 2,487 | 2,478 | — | ||||||||||||||
Provision for income taxes | (224 | ) | (227 | ) | -1 | % | (633 | ) | (651 | ) | -3 | % | |||||||||
Share of Net Income of Equity Companies | 24 | 33 | -27 | % | 79 | 103 | -23 | % | |||||||||||||
Net Income Attributable to Kimberly-Clark Corporation | 567 | 550 | +3 | % | 1,661 | 1,661 | — | ||||||||||||||
Diluted Earnings per Share | 1.60 | 1.52 | +5 | % | 4.66 | 4.58 | +2 | % |
(a) | Corporate & Other and Other (income) and expense, net include income and expense not associated with the business segments, including adjustments as indicated in the Non-GAAP Reconciliations. |
Three Months Ended September 30, 2016 | ||||||||||||
As Reported | Charges for 2014 Organization Restructuring | As Adjusted Non-GAAP | ||||||||||
Cost of products sold | $ | 2,924 | $ | 1 | $ | 2,923 | ||||||
Marketing, research and general expenses | 833 | 2 | 831 | |||||||||
Other (income) and expense, net | 1 | (3 | ) | 4 | ||||||||
Operating Profit | 836 | — | 836 | |||||||||
Provision for income taxes | (227 | ) | (1 | ) | (226 | ) | ||||||
Net Income Attributable to Kimberly-Clark Corporation | 550 | (1 | ) | 551 | ||||||||
Diluted Earnings per Share | 1.52 | — | 1.52 |
Nine Months Ended September 30, 2016 | ||||||||||||||||
As Reported | Charges for 2014 Organization Restructuring | Adjustment Related to Venezuelan Operations | As Adjusted Non-GAAP | |||||||||||||
Cost of products sold | $ | 8,685 | $ | 3 | $ | — | $ | 8,682 | ||||||||
Marketing, research and general expenses | 2,505 | 15 | — | 2,490 | ||||||||||||
Other (income) and expense, net | (10 | ) | (3 | ) | (11 | ) | 4 | |||||||||
Operating Profit | 2,478 | (15 | ) | 11 | 2,482 | |||||||||||
Provision for income taxes | (651 | ) | 3 | — | (654 | ) | ||||||||||
Net Income Attributable to Kimberly-Clark Corporation | 1,661 | (12 | ) | 11 | 1,662 | |||||||||||
Diluted Earnings per Share(a) | 4.58 | (0.03 | ) | 0.03 | 4.59 |
Net Sales | Percent Change | Adjusted Operating Profit | Percent Change | |||||||||||
Three Months Ended September 30 | Nine Months Ended September 30 | Three Months Ended September 30 | Nine Months Ended September 30 | |||||||||||
Volume | 1 | 1 | Volume | 4 | 1 | |||||||||
Net Price | (1 | ) | (1 | ) | Net Price | (6 | ) | (6 | ) | |||||
Mix/Other | — | — | Input Costs | (14 | ) | (9 | ) | |||||||
Currency | 1 | 1 | Cost Savings | 15 | 14 | |||||||||
Total(a) | 1 | — | Currency Translation | — | 1 | |||||||||
Other(c) | 3 | (1 | ) | |||||||||||
Organic(b) | — | — | Total | 2 | — |
Three Months Ended September 30 | Nine Months Ended September 30 | Three Months Ended September 30 | Nine Months Ended September 30 | |||||||||||||||||||||||||||||||
2017 | 2016 | 2017 | 2016 | 2017 | 2016 | 2017 | 2016 | |||||||||||||||||||||||||||
Net Sales | $ | 2,284 | $ | 2,312 | $ | 6,804 | $ | 6,798 | Operating Profit | $ | 476 | $ | 458 | $ | 1,424 | $ | 1,362 | |||||||||||||||||
Net Sales | Percent Change | Percent Change | Operating Profit | Percent Change | Percent Change | |||||||||||||||||||||||||||||
Volume | (1 | ) | 1 | Volume | 1 | 2 | ||||||||||||||||||||||||||||
Net Price | (1 | ) | (1 | ) | Net Price | (7 | ) | (7 | ) | |||||||||||||||||||||||||
Mix/Other | — | — | Input Costs | (9 | ) | (6 | ) | |||||||||||||||||||||||||||
Currency | — | 1 | Cost Savings | 14 | 14 | |||||||||||||||||||||||||||||
Total(a) | (1 | ) | — | Currency Translation | — | 1 | ||||||||||||||||||||||||||||
Other(c) | 5 | 1 | ||||||||||||||||||||||||||||||||
Organic(b) | (2 | ) | (1 | ) | Total | 4 | 5 |
Three Months Ended September 30 | Nine Months Ended September 30 | Three Months Ended September 30 | Nine Months Ended September 30 | |||||||||||||||||||||||||||||||
2017 | 2016 | 2017 | 2016 | 2017 | 2016 | 2017 | 2016 | |||||||||||||||||||||||||||
Net Sales | $ | 1,518 | $ | 1,472 | $ | 4,436 | $ | 4,462 | Operating Profit | $ | 260 | $ | 267 | $ | 776 | $ | 822 | |||||||||||||||||
Net Sales | Percent Change | Percent Change | Operating Profit | Percent Change | Percent Change | |||||||||||||||||||||||||||||
Volume | 4 | — | Volume | 7 | (2 | ) | ||||||||||||||||||||||||||||
Net Price | (1 | ) | (1 | ) | Net Price | (6 | ) | (6 | ) | |||||||||||||||||||||||||
Mix/Other | — | — | Input Costs | (21 | ) | (11 | ) | |||||||||||||||||||||||||||
Currency | 1 | — | Cost Savings | 16 | 12 | |||||||||||||||||||||||||||||
Total(a) | 3 | (1 | ) | Currency Translation | — | — | ||||||||||||||||||||||||||||
Other(c) | 1 | 1 | ||||||||||||||||||||||||||||||||
Organic(b) | 2 | (1 | ) | Total | (3 | ) | (6 | ) |
Three Months Ended September 30 | Nine Months Ended September 30 | Three Months Ended September 30 | Nine Months Ended September 30 | |||||||||||||||||||||||||||||||
2017 | 2016 | 2017 | 2016 | 2017 | 2016 | 2017 | 2016 | |||||||||||||||||||||||||||
Net Sales | $ | 827 | $ | 802 | $ | 2,405 | $ | 2,371 | Operating Profit | $ | 173 | $ | 157 | $ | 482 | $ | 457 | |||||||||||||||||
Net Sales | Percent Change | Percent Change | Operating Profit | Percent Change | Percent Change | |||||||||||||||||||||||||||||
Volume | 2 | 1 | Volume | 7 | 3 | |||||||||||||||||||||||||||||
Net Price | (1 | ) | (1 | ) | Net Price | (4 | ) | (4 | ) | |||||||||||||||||||||||||
Mix/Other | — | — | Input Costs | (12 | ) | (12 | ) | |||||||||||||||||||||||||||
Currency | 1 | — | Cost Savings | 12 | 13 | |||||||||||||||||||||||||||||
Total(a) | 3 | 1 | Currency Translation | 1 | — | |||||||||||||||||||||||||||||
Other(c) | 6 | 5 | ||||||||||||||||||||||||||||||||
Organic(b) | 2 | 1 | Total | 10 | 5 |
• | We expect net sales and organic sales will be similar, or up slightly, year-on-year. |
• | We anticipate commodity cost inflation will be slightly above the previous estimate of $200 to $300. |
• | We plan to achieve cost savings of $425 to $450 from our FORCE program. |
• | We expect an effective tax rate slightly lower than 2016. |
• | We expect net income from equity companies to decline due to lower income at K-C de Mexico as a result of input cost inflation and a weaker Mexican peso. |
Item 4. | Controls and Procedures |
Period (2017) | Total Number of Shares Purchased(a) | Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Maximum Number of Shares That May Yet Be Purchased Under the Plans or Programs | |||||||||
July 1 to July 31 | 383,955 | $ | 125.02 | 14,767,346 | 25,232,654 | ||||||||
August 1 to August 31 | 665,100 | 121.90 | 15,432,446 | 24,567,554 | |||||||||
September 1 to September 30 | 592,900 | 119.57 | 16,025,346 | 23,974,654 | |||||||||
Total | 1,641,955 |
(a) | Share repurchases were made pursuant to a share repurchase program authorized by our Board of Directors on November 13, 2014. This program allows for the repurchase of 40 million shares in an amount not to exceed $5 billion. |
(a) | Exhibits |
KIMBERLY-CLARK CORPORATION | ||
(Registrant) | ||
By: | /s/ Maria Henry | |
Maria Henry | ||
Senior Vice President and | ||
Chief Financial Officer | ||
(principal financial officer) | ||
By: | /s/ Michael T. Azbell | |
Michael T. Azbell | ||
Vice President and Controller | ||
(principal accounting officer) |
1.1 | Name of the Plan. Kimberly-Clark Corporation (the “Corporation”) hereby establishes a severance pay plan for its Employees, to be known as the Kimberly-Clark Corporation Severance Pay Plan (the “Plan”) as set forth in this document. The Plan is intended to qualify as an employee welfare benefit plan within the meaning of Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). |
1.2 | Purpose of the Plan. The purpose of the Plan is to provide Eligible Employees a severance benefit in the event of involuntary termination of employment. The Plan is not intended as a replacement or substitution for any confidentiality or noncompete agreement between an Employee and Employer executed prior or subsequent to the effective date of the Plan. |
1.3 | Effective Date. The Plan is effective as of January 1, 1998 and is amended and restated to apply to involuntary Separations of Service after January 1, 2017. |
2.1 | Definitions. When the following words and phrases appear in this Plan, they shall have the respective meanings set forth below unless the context clearly indicates otherwise: |
(a) | AIP: The Annual Incentive Program or any successor plan. |
(b) | Average MAAP: The three year average of the annual awards paid to the Participant under MAAP or EOAAP. The three year average of the annual awards paid to the Participant will be determined based on the three year period consisting of the year of the termination of employment (or, if the award for that year has not yet paid for the year of severance, for the preceding year) and the two preceding years. If a Participant has been paid less than three years of annual awards the Average MAAP will be determined based on the average dollar amount of the annual awards paid in prior years to the Participant under MAAP or EOAAP. If a Participant has not received any prior payment of annual awards, the Average MAAP will be determined as follows: |
(i) | For a Participant classified at the Corporation’s Grade 1 through 4 level, as defined by the Corporation’s compensation department, the Average MAAP shall be calculated based on the prior three year average MAAP payment to other employees at the same grade level. |
(ii) | For a Participant who is an Executive Officer, as that term is used in Rule 3b-7 of the Securities Exchange Act of 1934 as amended from time to time, except for the Chief Executive Officer of the Corporation, (“Executive Officer”), the Average MAAP shall be calculated based on the prior three year average MAAP or EOAAP payment to Executive Officers. |
(iii) | For the Chief Executive Officer of the Corporation, the Average MAAP shall be calculated based on the prior three year average MAAP or EOAAP payment to the previous Chief Executive Officer(s) of the Corporation. |
(c) | Board: The Board of Directors of the Corporation. |
(d) | Cause: Any termination of employment which is classified by the Employer as for cause, including but not limited to: (i) unsatisfactory performance of duties or inability to meet the requirements of the position, unless classified by the Employer as a Performance Termination; (ii) any habitual neglect of duty or misconduct of the Employee in discharging any of his duties and responsibilities; (iii) excessive unexcused, or statutorily unprotected absenteeism or inattention to duties; (iv) failure or refusal to comply with the provisions of the Employer’s personnel manual or any other rule or policy of the Employer; (v) misconduct, |
(e) | COBRA: Medical continuation coverage elected under the provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985. Participants shall be eligible to receive medical continuation coverage under COBRA for the number of months provided under Article IV without payment of the applicable premium if the Participant is otherwise eligible for, and timely elects, COBRA medical continuation coverage. The Participant shall be responsible for any additional months of COBRA coverage elected beyond the months of COBRA provided by the Corporation under this Plan. The Participant may also enroll in other applicable COBRA coverage (e.g. dental and/or the health care spending accounts); however, the Participant shall be responsible for and must pay the COBRA premium for such coverage. |
(f) | Code: The Internal Revenue Code of 1986, as amended from time to time, and as construed and interpreted by valid regulations or rulings issued thereunder. |
(g) | Committee: The Benefits Administration Committee is appointed to administer and regulate the Plan as provided in Article V. |
(h) | Comparable Position: A position offered to an employee will be considered a Comparable Position under this Plan unless the Committee determines in its sole discretion that any of the following apply (i) there is a material diminution in the Employee’s Earnings on the date of such offer, (ii) a material change in the geographic location at which the Employee must perform the services, (iii) the position offered to the Employee is a material diminution of the Employee’s authority, duties or responsibilities. The Employee must provide notice to the Corporation of the existence of any of the above conditions within a period not to exceed 90 days of the initial offer of the non-Comparable Position to the employee, upon the notice of which the Corporation must be provided a period of at least 30 days during which it may remedy the offer and not be required to pay the severance amount. The determination whether a position offered will be considered a Comparable Position under this Plan shall be in the Committee’s sole discretion and the Committee shall have the power to promulgate Committee Rules and other guidelines in connection with this determination. Any such determination by the Committee whether a Participant is offered a Comparable Position shall be final and conclusive as to all Eligible Employees and other persons claiming rights under the Plan. |
(i) | Earnings: The base salary of an Eligible Employee at his or her current stated hourly, weekly, monthly or annual rate on his Termination Date. If Eligible Employee is a full-time Employee, Earnings are the hourly pay rate (excluding shift differential) times 40 (hours). If Eligible Employee is an Employee who works less than 40 hours per week, Earnings are the hourly pay rate (excluding shift differential) times the Employee’s regularly scheduled hours per week. Earnings do not include overtime pay, MAAP, bonus or other remuneration for all Eligible Employees. The calculation of a week of Earnings shall be made subject to any applicable Committee rule. |
(j) | Effective Date: January 1, 1998, or with respect to a particular Subsidiary, such later date as of which the Committee deems such Subsidiary to be an Employer, or as set forth in Appendix A. The Plan is amended and restated to apply to involuntary Separations of Service after January 1, 2017. |
(k) | Eligible Employee: An hourly Employee not covered by a collective bargaining unit, or salaried Employee, on the regular payroll of an Employer. For purposes of this subsection, “on the regular payroll of an Employer” shall mean paid through the payroll department of such Employer, and shall exclude employees classified by an Employer as intermittent or temporary, and persons classified by an Employer as independent contractors, regardless of how such employees may be classified by any federal, state, or local, domestic or foreign, governmental agency or instrumentality thereof, or court. |
(l) | Employee: A person employed by an Employer. |
(m) | Employer: The Corporation and each Subsidiary which the Committee shall from time to time designate as an Employer for purposes of the Plan. A list of Employers is set forth in Appendix A. |
(n) | EOAAP: The Executive Officer Achievement Award Program or any successor plan. |
(o) | MAAP: The Management Achievement Award Program or any successor plan. |
(p) | MAAP Eligible: Eligible Employees who as of their date of termination of employment meet the eligibility requirements to participate under MAAP. |
(q) | Participant: An individual who has met the eligibility requirements to receive Severance Pay pursuant to Article III. |
(r) | Performance Termination: Any termination of employment with the Corporation or a Subsidiary which is classified by the Employer as for unsatisfactory performance of duties, or inability to meet the requirements of the position. The termination of employment will be classified as a Performance Termination if it is approved by the Employee’s team leader, the supervisor of the team leader for the Employee and the applicable Human Resources Business Partner, and also meets one of the following criteria: |
(i) | the Employee failed to successfully improve his or her performance to an acceptable level following completion of a Performance Improvement Plan notwithstanding the Employee’s previous or most recent performance rating; or |
(ii) | the Employee’s team leader has offered the Employee a choice of either entering into a Performance Improvement Plan or a Performance Termination, and the Employee has elected a Performance Termination rather than entering into a Performance Improvement Plan. |
(s) | Plan Year: A twelve calendar month period beginning January 1 through December 31. |
(t) | Separation from Service. Termination of employment with the Corporation or a Subsidiary. A Separation from Service will be deemed to have occurred if the Employee’s services with the Corporation or a Subsidiary is reduced to an annual rate that is 20 percent or less of the services rendered, on average, during the immediately preceding three years of employment (or if employed less than three years, such lesser period). The Committee shall have the power to promulgate Committee Rules and other guidelines in connection with the determination of a Separation from Service and any such determination by the Committee shall be final and conclusive as to all Eligible Employees and other persons claiming rights under the Plan. |
(u) | Severance Pay: Payment made to a Participant pursuant to Article IV hereof. |
(v) | Subsidiary: Any corporation, 50% or more of the voting shares of which are owned directly or indirectly by the Corporation, which is incorporated under the laws of one of the States of the United States. |
(w) | Termination Date: The date of an Employee’s Separation from Service. |
(x) | Years of Service: An Employee shall be credited with a Year of Service for each year commencing with the Employee’s vacation eligibility date as maintained by the payroll department of such Employer until the Employee’s Termination Date, rounded to the nearest whole year of service. Notwithstanding any provision in the Plan to the contrary, an Employee’s credited Years of Service shall be reduced to the extent such Years of Service have previously been used to calculate a prior severance payment to the Employee. |
2.2 | Construction: Where appearing in the Plan the masculine shall include the feminine and the plural shall include the singular, unless the context clearly indicates otherwise. The words “hereof,” “herein,” “hereunder” and other similar compounds of the word “here” shall mean and refer to the entire Plan and not to any particular Section or subsection. |
3.1 | Participation. An Eligible Employee shall become a Participant on the later of the Effective Date or the first day actively employed by an Employer. |
3.2 | Eligibility. Each Participant whose employment is involuntarily terminated shall receive Severance Pay; provided, however, that Severance Pay shall not be paid to any Participant who: |
(a) | is terminated for Cause; |
(b) | is terminated during a period in which such Participant is not actively at work (i.e. has been on leave) for more than 25 weeks, except to the extent otherwise required by law; |
(c) | voluntarily quits or retires; |
(d) | dies; |
(e) | is offered a Comparable Position as defined in Section 3.5 below. |
(a) | the date the Participant is no longer an Eligible Employee; |
(b) | the Participant’s Termination Date; or |
(c) | the date the Plan terminates. |
3.4 | Severance Agreement and Release. No Participant shall be entitled to receive Severance Pay hereunder unless such Participant executes a Separation Agreement and Full and Final Release of Claims (the “Agreement”), in the form required by the Corporation, within the period specified for such individual therein and such Participant does not revoke such Agreement in writing within the 7-day period following the date on which it is executed. |
3.5 | Comparable Position. Severance Pay shall not be paid to any Employee whose employment is involuntarily terminated related to |
(a) | any separation or reorganization of the Corporation including, but not limited to, a sale, spin-off or shutdown of a portion of the Corporation, including but not limited to a portion of a mill or other location, if such Employee is offered a Comparable Position with the successor entity, |
(b) | the outsourcing of an Employee to a company other than an Employer, in which such Employee is offered or continues in a Comparable Position, or |
(c) | any elimination of a job function, or transfer of an Employee’s position to another location, in which such Employee is offered a Comparable Position with the Corporation. |
4.1 | Severance Pay. Whether any Severance Pay is payable under this Plan, or any increase or decrease in the amount of Severance Pay, shall be in the sole discretion and as authorized pursuant to subsection 5.7(b) below. Any such increase or decrease in the amount of Severance Pay shall be final and conclusive as to all Eligible Employees and other persons claiming rights under the Plan. Subject to the exercise of such discretion, a Participant’s Severance Pay shall be determined as follows: |
(a) | Each individual who is eligible as provided in Article III above, shall receive, the Severance Pay, COBRA, outplacement assistance services and Employee Assistance Program services set forth below. |
Provision | Executive Officer | Grades 1-4 | Other MAAP-Eligible | Salaried Exempt | Salaried Non-Exempt | Production Non-Union |
Severance -Termination on or after 12 months employment | 2 x the sum of annual Earnings plus Average MAAP | The sum of annual Earnings plus Average MAAP | 2 weeks of Earnings per Year of Service (26 weeks Earnings minimum) | 2 weeks of Earnings per Year of Service (12 weeks Earnings minimum) | 1 week of Earnings per Year of Service (6 weeks Earnings minimum) | 1 week of Earnings per Year of Service (6 weeks Earnings minimum) |
Severance - Termination within first 12 months employment | 3 months Earnings | 3 months Earnings | 3 months Earnings | 3 months Earnings | 6 weeks Earnings | 6 weeks Earnings |
Current Year EOAAP, MAAP or AIP | EOAAP pro-rated based on actual performance if Separation from Service is after March 31 of the performance year | MAAP pro-rated based on target, or based on actual performance for an officer of the Corporation elected by the Board, if Separation from Service is after March 31 of the performance year | MAAP pro-rated based on target if Separation from Service is after March 31 of the performance year | AIP pro-rated based on target if Separation from Service is after March 31 of the performance year | ||
COBRA | 6 months | 6 months | 6 months | 6 months | 6 months | 6 months |
Outplacement | 6 months | 6 months | 6 months | 3 months | 1 month | Reduction in force - workshop; Single termination - 1 month |
EAP | 3 months | 3 months | 3 months | 3 months | 3 months | 3 months |
(b) | Each individual who is eligible as provided in Article III above, and whose employment is classified by the Employer as a Performance Termination, shall receive, the Severance Pay, COBRA, outplacement assistance services and Employee Assistance Program services set forth below. Notwithstanding the foregoing, any Participant who is elected by the Board shall not be eligible to receive a benefit under this subsection 4.1(b). |
Provision | Executive Officer | Grades 1-4 | Other MAAP-Eligible | Salaried Exempt | Salaried Non-Exempt | Production Non-Union |
Severance - Performance Termination | N/A | 6 months Earnings | 3 months Earnings | 3 months Earnings | 6 weeks Earnings | N/A |
COBRA | N/A | 6 months | 6 months | 6 months | 6 months | N/A |
Outplacement | N/A | 6 months | 6 months | 3 months | 1 month | 1 month |
EAP | N/A | 3 months | 3 months | 3 months | 3 months | N/A |
(c) | Severance Pay, including the payment of any prorated current year AIP or MAAP shall be paid as a lump sum cash payment no later than 60 days following the Participant’s last date of employment, if the Agreement provides for a 21 day period to consider the release, and no later than 75 days following the Participant’s last date of employment if the Agreement provides for a 45 day period to consider the release, provided, however, should any payments under this Plan be delayed no interest will be owed to the Participant with |
(d) | The Severance Pay determined pursuant to subsection 4.1(a) and (b) above will be offset by any amount paid to a Participant (but not less than zero) pursuant to the Worker Adjustment and Retraining Notification Act (“WARN”), or any similar state law, in lieu of notice thereunder. The benefits provided under this Plan are intended to satisfy any and all statutory obligations that may arise out of an Eligible Employee's involuntary termination, and the Committee shall so construe and implement the terms of the Plan. |
(e) | If, at the time Severance Pay is to be made hereunder, a Participant is indebted or obligated to an Employer or any affiliate, including, but not limited to, any repayment under the Corporation’s relocation program, then such Severance Pay shall be reduced by the amount of such indebtedness or obligation to the extent allowable under applicable federal or state law; provided that the Corporation may in its sole discretion elect not to reduce the Severance Pay by the amount of such indebtedness or obligation and provided that any such election by the Corporation shall not constitute a waiver of its claim of such indebtedness or obligation, in accordance with applicable law. |
(f) | Notwithstanding any provision in the Plan to the contrary, Severance Pay shall be reduced by the amount of any other severance payments, whether under any severance plan or offer letter or other individual agreement, made by an Employer. |
(g) | Severance Pay hereunder shall not be considered “compensation” for purposes of determining any benefits provided under any pension, savings, or other benefit plan maintained by an Employer. |
4.2 | Withholding. A Participant shall be responsible for payment of any federal, Social Security, state, local or other taxes on Severance Pay under the Plan. The Employer shall deduct from Severance Pay any federal, Social Security, state, local or other taxes which are subject to withholding, as determined by the Employer. |
4.3 | Recovery of Overpayments. If it is determined that any amount paid to an individual under this Plan should not have been paid or should have been paid in a lesser amount, written notice thereof shall be given and such individual shall promptly repay the amount of the overpayment to the Plan. Notwithstanding the foregoing, the Plan in all cases reserves the right to pursue collection of any remaining overpayments if the above recovery efforts under this paragraph have failed. |
5.1 | Membership. The Committee shall consist of at least three persons who shall be officers or directors of the Corporation or Eligible Employees. Members of the Committee shall be appointed from time to time by, and shall serve at the pleasure of, the Chief Human Resources Officer of the Corporation (the “CHRO”). The CHRO shall appoint one of the members of the Committee to serve as chairman. If the CHRO does not appoint a chairman, the Committee, in its discretion, may elect one of its members as chairman. The Committee shall appoint a Secretary who may be but need not be, a member of the Committee. The Committee shall not receive compensation for its services. Committee expenses shall be paid by the Corporation. |
5.2 | Powers. The Committee shall have all such powers as may be necessary to discharge its duties hereunder, including, but not by way of limitation, the power to construe or interpret the Plan, to determine all questions of eligibility hereunder, to adopt rules relating to coverage, and to perform such other duties as may from time to time be delegated |
5.3 | Procedures. The Committee may take any action upon a majority vote at any meeting at which all members are present, and may take any action without a meeting upon the unanimous written consent of all members. All action by the Committee shall be evidenced by a certificate signed by the chairperson or by the secretary to the Committee. The Committee shall appoint a secretary to the Committee who need not be a member of the Committee, and all acts and determinations of the Committee shall be recorded by the secretary, or under his supervision. All such records, together with such other documents as may be necessary for the administration of the Plan, shall be preserved in the custody of the secretary. |
5.4 | Rules and Decisions. All rules and decisions of the Committee shall be uniformly and consistently applied to all Eligible Employees and Participants under this Plan in similar circumstances and shall be conclusive and binding upon all persons affected by them. |
5.5 | Books and Records. The records of the Employers shall be conclusive evidence as to all information contained therein with respect to the basis for participation in the Plan and for the calculation of Severance Pay. |
5.6 | Claim Procedure. The Committee procedure for handling all claims hereunder and review of denied claims shall be consistent with the provisions of ERISA. If a claim for Plan benefits is denied, the Committee shall provide a written notice within 90 days to the person claiming the benefits that contains the specific reasons for the denial, specific references to Plan provisions on which the Committee based its denial and a statement that the claimant may (a) request a review upon written application to the Committee within 60 days, (b) may review pertinent Plan documents and (c) may submit issues and comments in writing. If a claim is denied because of incomplete information, the notice shall also indicate what additional information is required. If additional time is required to make a decision on the claim, the Committee shall notify the claimant of the delay within the original 90 day period. This notice will also indicate the special circumstances requiring the extension and the date by which a decision is expected. This extension period may not exceed 90 days beyond the end of the first 90-day period. |
(a) | Any action on matters within the discretion of the Committee, including but not limited to, the amount of Severance Pay conferred upon a Participant, shall be final and conclusive as to all Eligible Employees and other persons claiming rights under the Plan. The Committee shall exercise all of the powers, duties and responsibilities set forth hereunder in its sole discretion. Notwithstanding anything in this Plan to the contrary, the Committee shall have the sole discretion to interpret the terms of the Plan included but not |
(b) | Any increase or decrease in the amount of Severance Pay for Eligible Employees who are not elected by the Board, different than the amount set forth in 4.1(a) and (b) above may be authorized in their sole discretion by (i) the Committee, (ii) a Group President or Senior Vice President of the Corporation with the endorsement of either the Senior Vice President Global Human Resources or the Vice President Compensation and Benefits or (iii) the Chief Executive Officer. Any such increase or decrease in the amount of Severance Pay shall be final and conclusive as to all such Eligible Employees and other persons claiming rights under the Plan. |
(c) | Any increase or decrease in the amount of Severance Pay for Eligible Employees who are elected by the Board, different than the amount set forth in 4.1(a) and (b) above may be authorized in their sole discretion by the Management Development and Compensation Committee of the Board. Any such increase or decrease in the amount of Severance Pay shall be final and conclusive as to all such Eligible Employees and other persons claiming rights under the Plan. |
5.8 | Plan Amendments. The Board may from time to time modify, alter, amend or terminate the Plan. Any action permitted to be taken by the Board under the foregoing provision may be taken by the CHRO if such action: |
(a) | is required by law, or |
(b) | is estimated not to increase the annual cost of the Plan by more than $5,000,000, or |
(c) | is estimated not to increase the annual cost of the Plan by more than $25,000,000 provided such action is approved and duly executed by the CEO. |
5.9 | Annual Reporting to the CEO. The CHRO shall report to the CEO before January 31 of each year all action taken by such position hereunder during the preceding calendar year. |
5.10 | Annual Reporting to the Board. The CEO shall report to the Board before January 31 of each year all action taken by such position hereunder during the preceding calendar year. |
5.11 | Delegation of Duties. This Plan is sponsored by Kimberly-Clark Corporation. The Committee reserves the right to delegate any and all administrative duties to one or more individuals or organizations. Any reference herein to any other entity or person, other than the Committee or any of its members, which is performing administrative services shall also include any other third party administrators. The responsibilities of any third party administrator may be governed, in part, by a separate administrative services contract. |
5.12 | Funding. Benefits shall be paid from the general assets of the Corporation. |
6.1 | Non-Guarantee of Employment. Nothing contained in this Plan shall be construed as a contract of employment between an Employer and a Participant, or as a right of any Participant to be continued in the employment of his Employer, or as a limitation of the right of an Employer to discharge any Participant with or without Cause. Nor shall anything contained in this Plan affect the eligibility requirements under any other plans maintained by the Employer, nor give any person a right to coverage under any other Plan. |
6.2 | Non-Alienation. Except as otherwise provided herein, no right or interest of any Participant or Beneficiary in the Plan shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, charge, attachment, garnishment, execution, levy, bankruptcy, or any other disposition of any kind, either voluntary or involuntary, prior to actual receipt of payment by the person entitled to such right or interest under the provisions hereof, and any such disposition or attempted disposition shall be void. |
6.3 | Applicable Law. This Plan is construed under, to the extent not preempted by federal law, enforced in accordance with and governed by, the laws of the State of Wisconsin. If any provision of this Plan is found to be invalid, such provision shall be deemed modified to comply with applicable law and the remaining terms and provisions of this Plan will remain in full force and effect. |
6.4 | Notice. Any notice given hereunder is sufficient if given to the Employee by the Employer, or if mailed to the Employee to the last known address of the Employee as such address appears on the records of the Employer. |
6.5 | Service of Process. The Plan Administrator shall be the designated recipient of the services of process with respect to legal actions regarding the Plan. |
6.6 | No Guarantee of Tax Consequences. The Employer makes no commitment or guarantee that any amounts paid to or for the benefit of a Participant under this Plan will be excludable from the Participant's gross income for federal, Social Security, or state income tax purposes, or that any other federal, Social Security, or state income tax treatment will apply to or be available to any Participant. It shall be the obligation of each Participant to determine whether each payment under this Plan is excludable from the Participant's gross income for federal, Social Security, and state income tax purposes, and to notify the Plan Administrator if the Participant has reason to believe that any such payment is not so excludable. This Plan is intended to be compliant with Section 409A of the Code and the guidance promulgated thereunder. Notwithstanding any other provision of this Plan, the Corporation and the Committee shall administer and interpret the Plan, and exercise all authority and discretion under the Plan, to satisfy the requirements of Code Section 409A and the guidance promulgated thereunder and any noncompliant provisions of this Plan will either be void or deemed amended to comply with Section 409A of the Code and the guidance promulgated thereunder. |
6.7 | Limitation of Liability. Neither the Employer, the Plan Administrator, nor the Committee shall be liable for any act or failure to act which is made in good faith pursuant to the provisions of the Plan, except to the extent required by applicable law. It is expressly understood and agreed by each Eligible Employee who becomes a Participant that, except for its or their willful misconduct or gross neglect, neither the Employer, the Plan Administrator nor the Committee shall be subject to any legal liability to any Participant, for any cause or reason whatsoever, in connection with this Plan, and each such Participant hereby releases the Employer, its officers and agents, and the Plan Administrator, and its agents, and the Committee, from any and all liability or obligation except as provided in this paragraph. |
6.8 | Indemnification of the Committee. The Employer shall indemnify the Committee and each of its members and hold them harmless from the consequences of their acts or conduct in their official capacity, including payment for all reasonable legal expenses and court costs, except to the extent that such consequences are the result of their own willful misconduct or breach of good faith. |
Employers | Participating Units |
Kimberly-Clark Corporation | All salaried and hourly non-organized employees* |
Kimberly-Clark Financial Services, Inc. | All salaried and hourly non-organized employees* |
Kimberly-Clark Global Sales, LLC | All salaried employees* |
Kimberly-Clark International Services Corporation | All salaried and hourly non-organized employees except those who transfer to a 50% or less owned foreign subsidiary on a non-temporary basis* |
Kimberly-Clark Pennsylvania, LLC | All salaried employees* |
Kimberly-Clark Worldwide, Inc. | All salaried and hourly non-organized employees* |
1. | I have reviewed this quarterly report on Form 10-Q of Kimberly-Clark Corporation (the “registrant”); |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
/s/ Thomas J. Falk | ||
Thomas J. Falk | ||
Chief Executive Officer | ||
October 23, 2017 |
1. | I have reviewed this quarterly report on Form 10-Q of Kimberly-Clark Corporation (the “registrant”); |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
/s/ Maria Henry | ||
Maria Henry | ||
Chief Financial Officer | ||
October 23, 2017 |
(1) | the Form 10-Q, filed with the Securities and Exchange Commission on October 23, 2017 (“accompanied report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(2) | the information contained in the accompanied report fairly presents, in all material respects, the financial condition and results of operations of Kimberly-Clark Corporation. |
/s/ Thomas J. Falk | ||
Thomas J. Falk | ||
Chief Executive Officer | ||
October 23, 2017 |
(1) | the Form 10-Q, filed with the Securities and Exchange Commission on October 23, 2017 (“accompanied report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(2) | the information contained in the accompanied report fairly presents, in all material respects, the financial condition and results of operations of Kimberly-Clark Corporation. |
/s/ Maria Henry | ||
Maria Henry | ||
Chief Financial Officer | ||
October 23, 2017 |