EX-99.1 3 kmb_2013retirementcontribu.htm KIMBERLY-CLARK CORPORATION 401(K) AND RETIREMENT CONTRIBUTION PLAN STATEMENTS kmb_2013 Retirement Contribution Plan and 401K (SEC)



EXHIBIT NO. 99.1

















KIMBERLY-CLARK CORPORATION 401(K) AND
RETIREMENT CONTRIBUTION PLAN

Employer ID 39-0394230
Plan ID 010

Financial Statements As of and for the Years Ended
December 31, 2012 and 2011

Supplemental Schedules
As of and for the Year Ended December 31, 2012

 

(With Report of Independent Registered Public Accounting Firm Thereon)







Table of Contents
 
FINANCIAL INFORMATION
 
 
 
Report of Independent Registered Public Accounting Firm
Statements of Net Assets Available for Benefits as of December 31, 2012 and 2011
Statements of Changes in Net Assets Available for Benefits for the Years Ended December 31, 2012 and 2011
 
 
SUPPLEMENTAL SCHEDULES AS OF AND FOR THE YEAR ENDED DECEMBER 31, 2012
 
 
 
Schedule of Reportable Transactions

NOTE:     The accompanying financial statements have been prepared in part for the purpose of filing with the Department of Labor's Form 5500. Supplemental schedules required by 29 CRF 2520.103-10 of the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, other than the schedules listed above, are omitted because of the absence of the conditions under which they are required.



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Plan Administrator and Participants of
Kimberly-Clark Corporation 401(k) and Retirement Contribution Plan:
We have audited the accompanying statements of net assets available for benefits of the Kimberly-Clark Corporation 401(k) and Retirement Contribution Plan, (the “Plan”) as of December 31, 2012 and 2011, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2012 and 2011, and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America.
Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental Schedule of Assets (held at end of year) as of December 31, 2012, and the Schedule of Reportable Transactions for the year ended December 31, 2012, are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These schedules are the responsibility of the Plan's management. Such schedules have been subjected to the auditing procedures applied in our audit of the basic 2012 financial statements and, in our opinion, are fairly stated in all material respects when considered in relation to the basic 2012 financial statements taken as a whole.

/s/ DELOITTE & TOUCHE LLP

Dallas, Texas
June 17, 2013


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KIMBERLY-CLARK CORPORATION
401(K) AND RETIREMENT CONTRIBUTION PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS


 
 
December 31
(Thousands of dollars)
 
2012
 
2011
 
 
 
 
 
Assets
 
 
 
 
Investments at Fair Value:
 
 
 
 
Cash equivalents
 
$
6,411

 
$
5,180

Kimberly-Clark Corporation stock fund
 
34,178

 
25,988

Collective funds
 
257,652

 
253,962

Self-Directed Brokerage Account ("SDBA")
 
15,290

 
14,082

Total Investments
 
313,531

 
299,212

Receivables:
 
 
 
 
Dividends
 
318

 
327

Interest
 

 
27

Due from broker
 
578

 
1,028

Employee contributions
 
1

 
481

Employer matching contributions
 

 
125

Notes receivable from participants
 
5,394

 
6,631

Total Receivables
 
6,291

 
8,619

Total Assets
 
319,822

 
307,831

 
 
 
 
 
Liabilities
 
 
 
 
Fees payable
 
108

 
197

Due to broker
 
1,412

 
527

Total Liabilities
 
1,520

 
724

 
 
 
 
 
Net Assets Available for Benefits, at fair value
 
318,302

 
307,107

 
 
 
 
 
Adjustment from fair value to contract value for fully benefit-responsive investment contracts
 
(1,309
)
 
(1,677
)
 
 
 
 
 
Net Assets Available for Benefits
 
$
316,993

 
$
305,430


See Notes to Financial Statements.








4


KIMBERLY-CLARK CORPORATION
401(K) AND RETIREMENT CONTRIBUTION PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS


 
 
For the year Ended December 31
(Thousands of dollars)
 
2012
 
2011
 
 
 
 
 
Additions to Net Assets Available for Benefits
 
 
 
 
Investment income:
 
 
 
 
Net appreciation in fair value of investments
 
$
27,498

 
$
2,039

Dividends - Kimberly-Clark Corporation stock
 
1,275

 
1,254

Dividends - SDBA
 
395

 
341

Interest
 
7

 
7

Net investment income
 
29,175

 
3,641

Contributions:
 
 
 
 
Employee contributions
 
13,471

 
15,672

Employer matching contributions
 
3,908

 
4,828

Employer retirement contributions
 
4,526

 
4,754

Forfeitures used to reduce employer contributions
 
(111
)
 
(147
)
Total contributions
 
21,794

 
25,107

Interest on notes receivable from participants
 
208

 
239

Total Additions
 
51,177

 
28,987

 
 
 
 
 
Deductions from Net Assets Available for Benefits
 
 
 
 
Benefits paid to participants
 
38,897

 
20,941

Administrative expenses
 
717

 
856

Total Deductions
 
39,614

 
21,797

Net increase prior to transfer
 
11,563

 
7,190

 
 
 
 
 
Transfer to Kimberly-Clark Corporation 401(k) and Profit Sharing Plan
 

 
(7,740
)
Total Transfer
 

 
(7,740
)
 
 
 
 
 
Net Increase (Decrease) in Net Assets Available for Benefits
 
11,563

 
(550
)
 
 
 
 
 
Net Assets Available for Benefits
 
 
 
 
Beginning of Year
 
305,430

 
305,980

End of Year
 
$
316,993

 
$
305,430


See Notes to Financial Statements.



5


KIMBERLY-CLARK CORPORATION
401(K) AND RETIREMENT CONTRIBUTION PLAN
NOTES TO FINANCIAL STATEMENTS


Note 1. Description of the Plan

The following brief description of the Kimberly-Clark Corporation 401(k) and Retirement Contribution Plan (the “Plan”) is provided for general information purposes only. Participants should refer to the Plan document for more complete information.

General
Until December 31, 2009 (Date of Merger), the Kimberly-Clark Corporation Incentive Investment Plan (“IIP”) and the Kimberly-Clark Corporation Retirement Contribution Plan, participated in the Kimberly-Clark Corporation Defined Contribution Plans Trust (“Master Trust”) for investment and administrative purposes. By resolution from Kimberly-Clark Corporation (the "Corporation"), dated April 17, 2009, as of the end of the day on December 31, 2009, the Retirement Contribution Plan was merged into the Incentive Investment Plan to form a single plan. Effective January 1, 2010, the merged Incentive Investment Plan was amended and restated as the Plan, and the applicable assets were transferred to the Kimberly-Clark Corporation 401(k) and Profit Sharing Plan (“PSP”) or remained in the Plan dependent upon participant eligibility. The assets of the Plan are held with The Northern Trust Company (“Trustee”).

The Plan, sponsored by the Corporation, is a defined contribution plan covering eligible employees of the Corporation, and its participating subsidiaries. Effective September 1, 1994, the Incentive Investment Plan became an employee stock ownership plan, as defined in Section 4975 of the Internal Revenue Code of 1986 (the “Code”). The Plan is designed to invest primarily in qualifying employer securities, as defined in Section 409(l) of the Code. Hourly union employees at certain units of the Corporation and its participating U.S. subsidiaries (collectively, the “Employer”) are eligible to participate in the Plan. The Board of Directors of the Corporation or its delegate may change the eligibility and other provisions of the Plan from time to time. The named fiduciary for the Plan is the Benefits Administration Committee.

Contributions
An eligible employee who is considered non-highly compensated may elect to make contributions that are deducted from compensation paid by the Employer before federal income taxes are withheld (“401(k) contributions”), after-tax contributions, and Roth 401(k) contributions in any combination up to 75% (in whole percentages or flat dollar amounts) of base salary or 20% for highly compensated employees. A non-highly compensated employee is an employee whose prior year annual compensation was $115 thousand or less. Participants that are new hires or re-hires are automatically enrolled in the Plan at a 6% 401(k) contribution rate.

Employer matching contributions are determined based upon a percentage of qualifying employee contributions. The Corporation makes a matching contribution of seventy-five cents for each dollar contributed by the employee on the first 2% of base pay plus fifty cents for each dollar invested on the next 3% of base pay. Employer matching contributions are accounted for separately and share in the net appreciation or depreciation in fair value of investments, dividends, interest and expenses in the same manner as contributions made by a participant. All employer matching contributions are invested according to the participants' contribution investment elections. Employer matching contributions and future earnings (losses) on that amount can be reallocated to another investment fund within the Plan.

The Code contains certain limitations on the amount of contributions which can be made to the Plan by and on behalf of a participant. Specifically, there are limitations on 401(k) contributions, after-tax contributions, Roth 401(k) contributions, and employer matching contributions made on behalf of highly compensated eligible employees to ensure that no prohibited discrimination takes place under the Code. A participant affected by such limitations may have the 401(k) contributions deemed to be after-tax contributions and may also have a portion of the after-tax contributions refunded. 401(k), after-tax, and Roth 401(k) contributions qualify for employer matching contributions as described above. For the years ended December 31, 2012 and 2011, there were no re-classification of contributions.

The Employer makes a retirement contribution for each eligible employee based on an annual formula calculated considering the employee's age and eligible earnings. These contributions are made monthly.
            
Employee contributions receivable as of December 31, 2012, presented on the Statement of Net Assets Available for Benefits includes 401(k) contributions receivable of $1 thousand. The employee contributions presented on the Statement of Changes in

6


Net Assets Available for Benefits for year ended December 31, 2012 of $13.5 million includes 401(k) contributions of $11.8 million and after-tax, Roth 401(k), and rollover contributions, collectively, of $1.7 million.
        
Employee contributions receivable as of December 31, 2011, presented on the Statement of Net Assets Available for Benefits of $481 thousand includes 401(k) contributions receivable of $446 thousand and after-tax and Roth 401(k) contributions receivable, collectively, of $35 thousand. The employee contributions presented on the Statement of Changes in Net Assets Available for Benefits for year ended December 31, 2011 of $15.7 million includes 401(k) contributions of $14.2 million and after-tax, Roth 401(k), and rollover contributions, collectively, of $1.5 million.
            
Participant Accounts
Individual accounts are maintained for each Plan participant. Each participant's account is credited with the participant's contribution, the employer matching contributions, Plan earnings, and charged with an allocation of Plan losses, including expenses.

Investments
All investment elections are held by the Trustee and participant contributions allocated to a specific fund are commingled with those of other participants and are invested in accordance with the nature of the specific fund. Pending such investment, the Trustee is authorized to invest in short-term securities of the United States of America or in other investments of a short-term nature. Participants can elect to have their contributions in any of the twenty fund options available. The fund options consist of Kimberly-Clark Corporation Stock Fund (“K-C Stock Fund”), two different collective funds offered by Columbia Management (formerly, Ameriprise), which are the Money Market and Stable Income Fund and sixteen collective funds offered by BlackRock which include the Russell 1000 Value Index Non-Lendable Fund F, Russell 2000 Index Non-Lendable Fund F, Russell 1000 Growth Index Non-Lendable Fund F, U.S. Debt Index Non-Lendable Fund F, Russell 1000 Index Non-Lendable Fund F, MSCI ACWI ex-U.S. IMI Index Non-Lendable Fund F, and ten LifePath Index Non-Lendable Fund F funds which are the Retirement Fund, 2015 Fund, 2020 Fund, 2025 Fund, 2030 Fund, 2035 Fund, 2040 Fund, 2045 Fund, 2050 Fund, and 2055 Fund. The participant can also choose from a broad range of funds and certain other investments offered through a brokerage account.

During 2012, the following LifePath Index Non-Lendable Funds were added to the investment options: 2020 Fund, 2030 Fund, 2040 Fund, 2050 Fund, and 2055 Fund. The following funds were also added and assets were transferred from the closed funds as follows: Russell 1000 Growth Index Non-Lendable Fund F from Russell 1000 Growth Fund T, Russell 1000 Value Index Non-Lendable Fund F from Russell 1000 Value Fund T, Russell 1000 Index Non-Lendable Fund F from Equity Index Non-Lendable Fund F, and MSCI ACWI ex-U.S. IMI Index Non-Lendable Fund F from MSCI EAFE Equity Index Non-Lendable Fund F. The addition of the new funds and changes to the existing funds were made to broaden investment options.

Vesting
Participants are immediately vested in their 401(k), after-tax, Roth 401(k), and rollover contributions. Vesting in company match and retirement contributions occurs after three years of service.

Participant Loans
Participants may borrow from their fund accounts a minimum of $1 thousand up to a maximum of 50% or $50 thousand of their vested account balance, whichever is less. The loans are secured by the balance in the participant's account and bear interest at the prime +1 percent interest rate as published in the Wall Street Journal on the 15th of the month prior to the first day of the month to which it applies. Principal and interest are paid ratably through payroll deductions. A participant may have only one outstanding loan. A loan processing fee of fifty dollars is charged to the participant. A loan may be a general purpose loan, which must be repaid within a maximum of four years, or a primary residence loan, which must be repaid within a maximum of ten years.
 
Distributions
Upon termination of a participant's employment and after three years or more of qualified service, or because of death, the value of the participant's accounts, including the value of all employer matching contributions, is distributable in either a lump sum or partial amount per the participant's request. An automatic distribution will occur within 90 days if the participant's balance is $5 thousand or less. If the balance is $1 thousand or less, the distribution will be in the form of cash. If the balance is less than $5 thousand but more than $1 thousand, the balance will automatically be rolled over to Millennium Trust, a financial services company serving individuals, where a separate IRA account will be established for the participant. If termination occurs other than as noted above, the value of nonvested employer matching contributions is forfeited and used to reduce subsequent employer matching contributions to the Plan.

A participant invested in the K-C Stock Fund earns dividends quarterly and has the option to reinvest the dividends earned into the fund or receive a distribution. Dividends distributed to participants during the years ended December 31, 2012 and 2011 were

7


$552 thousand and $525 thousand, respectively and are presented on the statement of changes in net assets as distributions of employee account balances.

Withdrawals
A participant may withdraw the value of their after-tax accounts and the value of employer matching contributions, if vested. Subject to certain conditions, a participant may withdraw the value of 401(k) contributions, Roth 401(k) contributions and earnings credited in the case of hardship or after attaining age 59½. The participant will be required to suspend subsequent contributions to the Plan for six months following any hardship withdrawal of 401(k) contributions and earnings thereon.

Forfeited Accounts
For the years ended December 31, 2012 and 2011, forfeitures totaled $111 thousand and $147 thousand, respectively. The forfeitures are used to offset employer contributions.

Voting of Company Stock
A participant has the right to direct the Trustee as to the manner in which to vote at each annual meeting and special meeting of the stockholders of the Corporation the number of whole shares of the Corporation's common stock held by the Trustee and attributable to his or her K-C Stock Fund account as of the valuation date coincident with the record date for the meeting. In addition, the participant has the right to determine whether whole shares of the Corporation's common stock held by the Trustee and attributable to his or her K-C Stock Fund account should be tendered in response to offers thereof.

Note 2. Accounting Principles and Practices

Basis of Accounting
The accompanying financial statements for the Plan have been prepared on the accrual basis and are in accordance with the accounting principles generally accepted in the United States of America ("U.S. GAAP") for defined contribution benefit plans. The significant accounting policies employed in the preparation of the accompanying financial statements are as follows:

Use of Estimates
The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of net assets available for benefits and changes therein. Actual results could differ from those estimates.

Investment Valuation and Income Recognition
All investments are stated at fair value. The Plan primarily invests in collective funds that have underlying investments and the fair value is determined by the Plan's proportionate share of the underlying investments and is estimated using the net asset value per share.  Funds with underlying investments in benefit-responsive investment contracts are valued at fair market value of the underlying investments and then adjusted by the issuer to contract value. The fair value of the Corporation's common stock held by the Plan is determined as the last selling price on the last business day of the year, as published by an independent source. Security transactions are recorded on the trade date. Cash equivalents represent the following: 1) funds held for distributions and transfers in the K-C Stock Fund, 2) funds held for pending participant disbursements in the clearing account, and 3) funds invested in cash equivalent securities and pending transactions in the SDBA. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Net appreciation (depreciation) includes the Plan's gains and losses on investments bought and sold as well as held during the year.

The Stable Income Fund is a stable value fund which is invested in other funds that are commingled pools sponsored by Columbia Management (formerly, Ameriprise). These funds may invest in fixed interest insurance investment contracts, money market funds, corporate and government bonds, mortgage-backed securities, bond funds, and other fixed income securities. Participants may ordinarily direct the withdrawal or transfer of all or a portion of their investment at contract value. Contract value represents contributions made to the fund, plus earnings, less participant withdrawals. There are no redemption restrictions in the Stable Income Fund.

Notes Receivable from Participants
Notes receivable from participant loans are valued at their unpaid principal balance plus any accrued but unpaid interest.

Administrative Expenses
Administrative expenses of the Plan are paid by the Plan as provided in the Plan document.


8


Benefits Paid to Participants
Distributions are recorded when paid. Amounts allocated to accounts of participants who have elected to withdraw from the Plan, but have not yet been paid, were $109 thousand and $82 thousand at December 31, 2012 and 2011, respectively.

Transfers into or from the Plan
For the year ended December 31, 2011, other transfers, including transfers from the Plan related to employment status changes, were $1.2 million. Kimtech hourly union became eligible to participate in the PSP effective January 1, 2011 and total assets transferred from the Plan was $6.5 million in January 2011.

New Accounting Standards
In May 2011, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No. 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP, to provide largely identical guidance about fair value measurement and disclosure requirements. The ASU does not extend the use of fair value but, rather, provides guidance about how fair value should be applied where it is already required or permitted under U.S. GAAP. The Plan adopted ASU No. 2011-04 on January 1, 2012. The adoption of this update did not have a material impact on the financial statements.

Note 3. Fair Value Measurements

ASC 820, Fair Value Measurements and Disclosures, provides the framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of the fair value hierarchy under ASC 820 are described as follows:

Level 1 – Unadjusted quoted prices in active markets accessible at the reporting date for identical assets and liabilities.
Level 2 – Quoted prices for similar assets or liabilities in active markets. Quoted prices for identical or similar assets and liabilities in markets that are not considered active or financial instruments for which all significant inputs are observable, either directly or indirectly.
Level 3 – Prices or valuations that require inputs that are significant to the valuation and are unobservable.

The fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used maximize the use of observable inputs and minimize the use of unobservable inputs.
 
The following tables set forth by level, within the fair value hierarchy a summary of the Plan's investments measured at fair value as of December 31, 2012 and 2011:

9


 
December 31
2012
 
Fair Value Measurements
 
Level 1
 
Level 2
 
(Thousands of dollars)
Cash Equivalents
$
6,411

 
$

 
$
6,411

 
 
 
 
 
 
Fixed Income
 
 
 
 
 
Assets held directly:
 
 
 
 
 
US government and municipals
2

 

 
2

Held through units of mutual and pooled funds:
 
 
 
 
 
US government and municipals
18

 
18

 

US corporate debt
161

 
161

 

International bonds
142

 
142

 

Multi-sector
114,997

 
116

 
114,881

Total Fixed Income
115,320

 
437

 
114,883

 
 
 
 
 
 
Equity
 
 
 
 
 
Assets held directly:
 
 
 
 
 
US equity
10,273

 
10,273

 

Non-US Equity
868

 
868

 

Held through units of mutual and pooled funds:
 
 
 
 
 
US equity
111,933

 
2,523

 
109,410

Non-US Equity
32,290

 
1,022

 
31,268

World equity
164

 
164

 

Total Equity
155,528

 
14,850

 
140,678

 
 
 
 
 
 
Multi-Asset Class
36,272

 

 
36,272

 
 
 
 
 
 
Total
$
313,531

 
$
15,287

 
$
298,244


 
December 31
2011
 
Fair Value Measurements
 
Level 1
 
Level 2
 
(Thousands of dollars)
Cash Equivalents
$
5,180

 
$

 
$
5,180

 
 
 
 
 
 
Fixed Income
 
 
 
 
 
Assets held directly:
 
 
 
 
 
US government and municipals
2

 

 
2

Held through units of mutual and pooled funds:
 
 
 
 
 
US government and municipals
18

 
18

 

US corporate debt
145

 
145

 

International bonds
34

 
34

 

Multi-sector
119,513

 
25

 
119,488

Total Fixed Income
119,712

 
222

 
119,490

 
 
 
 
 
 
Equity
 
 
 
 
 
Assets held directly:
 
 
 
 
 
US equity
9,392

 
9,392

 

Non-US Equity
1,060

 
1,060

 

Held through units of mutual and pooled funds:
 
 
 
 
 
US equity
99,844

 
2,387

 
97,457

Non-US Equity
30,106

 
907

 
29,199

World equity
112

 
112

 

Total Equity
140,514

 
13,858

 
126,656

 
 
 
 
 
 
Multi-Asset Class
33,806

 

 
33,806

 
 
 
 
 
 
Total
$
299,212

 
$
14,080

 
$
285,132


As of December 31, 2012 and 2011, there were no assets with a Level 3 fair value determination. The availability of observable market data is monitored to assess the appropriate classification of financial instruments within the fair value hierarchy. Changes in economic conditions or model-based valuation techniques may require the transfer of financial instruments from one fair value level to another. The Plan's policy is to recognize significant transfers between levels at the end of the year. We evaluate the

10


significance of transfers between levels based upon the nature of the financial instrument and size of the transfer relative to total net assets available for benefits. During the years ended December 31, 2012 and 2011, there were no significant transfers among level 1 or 2 fair value determinations.

Following is a description of the valuation methodologies used for the Plan's investments that have been measured at level 2 fair value. There have been no changes in the methodologies used at December 31, 2012 and 2011.

Cash equivalents: The cash equivalents are a result of the cash liquidity held in the K-C Stock Fund, SDBA, and clearing account. The valuation of the cash equivalents is considered a level 2 due to the cash being held in a fund or short-term cash that has movement between funds or out of the Plan.

US government and municipal fixed income securities: The valuation is determined by observing the value at the closing price reported in the active market in which the individual securities are traded and the trading activity in the market place.


Multi-Sector fixed income mutual and pooled funds: The net asset value of the units of the pooled fund as determined by the investment manager is used as a practical expedient to estimate fair value.

US equity, non-US equity and multi-asset class: The investments include K-C Stock Fund and equity collective funds. Fair value of the Corporation's common stock held in the K-C Stock Fund is determined based on the unadjusted quoted prices for identical assets and the valuation of the common stock is considered a level 2 due to the common stock being held in a fund with cash equivalents.

Note 4. Net Asset Value (NAV) Per Share

The following table for December 31, 2012 and 2011, sets forth a summary of the Plan's investments with a reported NAV.

 
 
Fair Value Estimated Using NAV per Share
 
 
December 31, 2012
 
December 31, 2011
 
 
 
 
 
 
 
Investment
 
Fair Value (a)
 
Fair Value (a)
Unfunded Commitment
 
Redemption Frequency
 
Other Redemption Restrictions
 
Redemption Notice Period
 
 
(Thousands of dollars)
 
 
 
 
 
 
Short-term investment funds (b)
 
$
2,372

 
$
344

$

 
Daily
 
None
 
Daily
Fixed income funds (c)
 
114,880

 
119,488


 
Daily
 
None
 
Daily
Multi-asset class funds (d)
 
36,272

 
33,806


 
Daily
 
None
 
Daily
Equity index funds (e)
 
140,678

 
126,656


 
Daily
 
None
 
Daily

(a) The fair values of the investments have been estimated using the NAV of the investment.
(b) Short-term investment fund strategies seek to invest in high-quality, short-term securities which is included in cash and cash equivalents.
(c) Fixed income fund strategies seek to replicate the Barclays Capital Aggregate Bond Index or provide capital preservation and income.
(d) Multi-asset class funds are target date funds that seek to provide a diversified asset allocation consistent with the participants' current stage of life.
(e) Equity index fund strategies seek to replicate the return of an index of a specific financial market, such as the S&P 500 Index or Russell 2000 Index.

Note 5. Investments

The following table presents the fair value of investments that are five percent or more of the Plan's net assets as of December 31, 2012 and/or 2011:

11


 
December 31
 
2012
 
2011
 
(Thousands of dollars)
Investments at fair value as determined by quoted market price:
 
 
 
K-C Stock
$
34,178

 
$
25,988

Investments at Fair Value:
 
 
 
Collective funds - BlackRock:
 
 
 
U.S. Debt Index Non-Lending Fund F
36,801

 
31,741

Russell 1000 Index Non-Lendable Fund F
38,664

 

Equity Index Non-Lendable Fund F

 
36,218

Russell 2000 Index Non-Lendable Fund F

 
13,901

MSCI ACWI ex-US IMI Index Non-Lendable F
31,268

 

MSCI EAFE Equity Index Non-Lendable Fund F

 
29,199

Collective funds - Columbia Management:
 
 
 
Income Fund Z
46,452

 
52,847

Stable Capital Fund Z
17,810

 
20,586


The Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value as follows:
 
December 31
 
2012
 
2011
 
(Thousands of dollars)
Investments at fair value as determined by quoted market price:
 
 
 
K-C Stock
$
4,224

 
$
4,296

Investments at Fair Value:
 
 
 
Collective funds - BlackRock
21,307

 
(918
)
Collective funds - Columbia Management
1,198

 
1,299

 
22,505

 
381

 
 
 
 
SDBA:
 
 
 
Common stock
675

 
(2,170
)
Preferred stock
4

 
(4
)
Mutual funds
90

 
(479
)
Limited partnerships

 
15

 
769

 
(2,638
)
Net appreciation in fair value of investments
$
27,498

 
$
2,039


Note 6. Party-In-Interest Transactions

At December 31, 2012, the Plan held 403 thousand shares of the Corporation's common stock at a fair value of $34 million. During the year ended December 31, 2012, 779 thousand shares were acquired, and 727 thousand shares were disposed.

At December 31, 2011, the Plan held 351 thousand shares of the Corporation's common stock at a fair value of $25.9 million. During the year ended December 31, 2011, 1.1 million shares were acquired, and 1.1 million shares were disposed.

The market value recorded on the Statement of Net Assets Available for Benefits includes the fourth quarter dividend payable that is not included in the common stock recorded above for years ended 2012 and 2011.

All of the above transactions are exempt from the prohibitions against party-in-interest transactions under ERISA.




12



Note 7. Plan Termination

Although it has not expressed any intention to do so, the Corporation has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions set forth in ERISA. In the event that the Plan is terminated, participants would become 100% vested in their accounts.

Note 8. Federal Income Tax Status

The Internal Revenue Service (the “IRS”) has issued a favorable determination letter dated April 24, 2009. The Corporation filed a request for a new determination letter in June 2011 and the IRS sent an acknowledgment of receipt in July 2011. The Plan qualifies under Section 401(a) of the Internal Revenue Code (the “Code”) and the Plan is exempt from income tax under Section 501(a) of the Code. The federal income tax status of participants with respect to the Plan is as follows: A participant's after-tax contributions, in whatever form, are not tax-deductible by the participant; however, the portion of a distribution attributable to such contributions is not taxable upon distribution. Participant 401(k) contributions are considered contributions by the Employer rather than the participant and, as a result, are not taxable until the year in which they are distributed. Employer contributions and the earnings on employer and participant contributions are generally not taxable to the participant until the year in which they are distributed.

US GAAP require plan management to evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. The plan administrator believes it is no longer subject to income tax examinations for years prior to 2007.
 
Note 9. Changes to the Plan

During the year ended December 31, 2012, the Plan was amended to remove the 30 day restriction from the MSCI ACWI ex-U.S. IMI Index Non-Lendable Fund F, effective October 5, 2012.

During the year ended December 31, 2011, the Plan was amended to (a) provide that any hourly organized employee at the Everett facility who participated in the Pension Plan as of 11:59 p.m. on December 31, 2011 shall cease participating in the Pension Plan and will become a participant in the Plan effective January 1, 2012 and (b) provide that the three year vesting requirement is waived for eligible employees in the Plan who remain on the job until involuntarily terminated by the Corporation due to the closure of the Everett mill effective October 1, 2011.

Note 10. Reconciliation of Financial Statements to Form 5500

Benefit payments requested by participants are recorded on the Form 5500 for benefit payments that have been processed and approved for payment prior to year end, but not yet paid as of that date.
 
The following is a reconciliation of benefits paid to participants per the financial statements for the year ended December 31, 2012:
 
 
December 31, 2012
 
 
(Thousands of dollars)
Benefits paid to participants per the financial statements
 
$
38,897

Add: Benefit payments requested by participants at December 31, 2012
 
109

Less: Benefit payments requested by participants at December 31, 2011
 
(82
)
Benefits paid to participants for Form 5500

$
38,924


The following is a reconciliation of net assets available for benefits per the financial statements at December 31, 2012 and 2011 to Form 5500:

13



 
 
December 31
 
 
2012
 
2011
 
 
(Thousands of dollars)
Net assets available for benefits per the financial statements
 
$
316,993

 
$
305,430

Less: Benefit payments requested by participants
 
(109
)
 
(82
)
Add: Adjustment from contract value to fair value for fully benefit-responsive investment contracts
 
1,309

 
1,677

Net assets available for benefits per Form 5500
 
$
318,193

 
$
307,025


The following is a reconciliation of investment income per the financial statements for the year ended December 31, 2012:
 
 
December 31, 2012
 
 
(Thousands of dollars)
Total additions per the financial statements
 
$
51,177

Add: Adjustment from contract value to fair value for fully benefit-responsive investment contracts for 2012
 
1,309

Less: Adjustment from contract value to fair value for fully benefit responsive investment contracts for 2011
 
(1,677
)
Total income per Form 5500
 
$
50,809


Note 11. Risks and Uncertainties

Plan assets are invested in funds and securities as directed by plan participants. These investment securities, in general, are exposed to various risks, such as interest rate, credit, and overall market volatility. Accordingly, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the Statements of Net Assets Available for Benefits.



14



















SUPPLEMENTAL INFORMATION REQUIRED
BY THE DEPARTMENT OF LABOR'S RULES AND REGULATIONS FOR
REPORTING AND DISCLOSURE UNDER THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974
























KIMBERLY-CLARK CORPORATION
401(K) AND RETIREMENT CONTRIBUTION PLAN
SCHEDULE H, PART IV, 4i
SCHEDULE OF ASSETS (HELD AT END OF YEAR)

SPONSOR'S EIN: 39-0394230
PLAN NAME/NUMBER: Kimberly-Clark Corporation 401(K) and Retirement Contribution Plan / 010
 
 
 
 
December 31, 2012
Identity of Investment Issuer
 
Description of Investment
 
Fair Value
 
 
 
 
(Thousands of dollars)
The Northern Trust (1)
 
Cash equivalents
 
$
6,411

 
 
 
 
 
Columbia Management
 
Collective Funds:
 
 
 
 
U.S. Government Securities Fund Z
 
6,523

 
 
Money Market Fund Z
 
7,294

 
 
Stable Capital Fund Z
 
17,810

 
 
Income Fund Z
 
46,452

 
 
 
 
78,079

 
 
 
 
 
BlackRock
 
Collective Funds:
 
 
 
 
U.S. Debt Index Non-Lendable Fund F
 
36,801

 
 
Russell 1000 Index Non-Lendable Fund F
 
38,664

 
 
Russell 1000 Value Index Non-Lendable Fund F
 
9,405

 
 
Russell 1000 Growth Index Non-Lendable Fund F
 
13,244

 
 
Russell 2000 Index Non-Lending Fund F
 
13,919

 
 
MSCI ACWI ex-U.S. IMI Index Non-Lendable Fund F
 
31,268

 
 
LifePath Index Retirement Non-Lendable Fund F
 
5,865

 
 
LifePath Index 2015 Non-Lendable Fund F
 
9,141

 
 
LifePath Index 2020 Non-Lendable Fund F
 
96

 
 
LifePath Index 2025 Non-Lendable Fund F
 
12,478

 
 
LifePath Index 2030 Non-Lendable Fund F
 
8

 
 
LifePath Index 2035 Non-Lendable Fund F
 
4,945

 
 
LifePath Index 2040 Non-Lendable Fund F
 
27

 
 
LifePath Index 2045 Non-Lendable Fund F
 
3,408

 
 
LifePath Index 2050 Non-Lendable Fund F
 
185

 
 
LifePath Index 2055 Non-Lendable Fund F
 
119

 
 
 
 
179,573

 
 
 
 
 
K-C(1)
 
Stock Fund
 
34,178

 
 
 
 
 
Hewitt
 
SDBA
 
15,290

 
 
 
 
 
The Northern Trust (1)
 
Notes receivable from participants
 

 
 
rate of interest (3.25% to 8.25%)
 
 
 
 
maturity dates (January 2013 - December 2022)
 
5,394

 
 
 
 
 
Total Investments
 
 
 
$
318,925


(1)
Sponsor and/or issuer known to be a party-in-interest to the Plan.
Cost is not presented as all investments are participant directed.
See accompanying report of independent registered public accounting firm.

16


KIMBERLY-CLARK CORPORATION
401(K) AND RETIREMENT CONTRIBUTION PLAN
SCHEDULE H, PART IV, 4j
SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 2012

SPONSOR'S EIN: 39-0394230
PLAN NAME/NUMBER: Kimberly-Clark Corporation 401(K) and Retirement Contribution Plan / 010
For the Year Ended December 31, 2012
 
 
(Thousands of Dollars)
 
 
Purchased
 
Sold / Matured
Identity of Investment Issuer
Description of Investment
Purchase Price
Number of Transactions
Selling Price

Cost of Asset
Net Gain (Loss)
Single Transactions
 
 
 
 
 
 
BlackRock
Russell 1000 Index Non-Lendable Fund F
$
39,761

1
 
 
 
BlackRock
MSCI ACWI ex-US IMI Index Non-Lendable F
28,990

1
 
 
 
BlackRock
Equity Index Non-Lendable Fund F
 
1
$
39,761

$
32,295

$
7,466

BlackRock
MSCI EAFE Equity Index Non-Lendable Fund F
 
1
28,990

26,694

2,296

 
 
 
 
 
 
 

See accompanying report of independent registered public accounting firm.


17