0000055785-14-000056.txt : 20140626 0000055785-14-000056.hdr.sgml : 20140626 20140619151147 ACCESSION NUMBER: 0000055785-14-000056 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20131231 FILED AS OF DATE: 20140619 DATE AS OF CHANGE: 20140619 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KIMBERLY CLARK CORP CENTRAL INDEX KEY: 0000055785 STANDARD INDUSTRIAL CLASSIFICATION: CONVERTED PAPER & PAPERBOARD PRODS (NO CONTAINERS/BOXES) [2670] IRS NUMBER: 390394230 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-00225 FILM NUMBER: 14930388 BUSINESS ADDRESS: STREET 1: 351 PHELPS DRIVE CITY: IRVING STATE: TX ZIP: 75038 BUSINESS PHONE: 9722811200 MAIL ADDRESS: STREET 1: P O BOX 619100 STREET 2: DFW AIRPORT STATION CITY: DALLAS STATE: TX ZIP: 75261-9100 11-K 1 kmb_201411kform.htm 11-K FORM KMB_2014 11KForm



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 11-K


[X]
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2013

OR

[ ]
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________ to _________________

Commission file number 1-225

A.
Full title of the plan and the address of the plan, if different from that of the issuer named below:

Kimberly-Clark Corporation 401(k) and Retirement Contribution Plan

401 North Lake Street
Neenah, Wisconsin 54956

B.
Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

Kimberly-Clark Corporation
P. O. Box 619100
Dallas, Texas 75261-9100






1.
Financial Statements and Schedules

The financial statements and supplemental schedules included with this Form 11-K have been prepared in accordance with the Employee Retirement Income Security Act of 1974.

2.
Kimberly-Clark Corporation 401(k) and Retirement Contribution Plan

The Report of Independent Registered Public Accounting Firm with respect to the financial statements of the Kimberly-Clark Corporation 401(k) and Retirement Contribution Plan is set forth in the financial statements filed as Exhibit 99.1.


3.
Exhibits

No.
Description
23
Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm dated June 19, 2014
                   99.1
Kimberly-Clark Corporation 401(k) and Retirement Contribution Plan Financial Statements as of and for the years ended December 31, 2013 and 2012








SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Kimberly-Clark Corporation, as Plan Administrator of the Kimberly-Clark Corporation 401(k) and Retirement Contribution Plan, has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.


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





Date: June 19, 2014
By: Kimberly-Clark Corporation
Plan Administrator



By: /s/ Wesley E. Wada
Wesley E. Wada
Vice President, Compensation, Benefits and
Health Services




    





EXHIBIT INDEX


Exhibit
Description
23
Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm dated June 19, 2014
                   99.1
Kimberly-Clark Corporation 401(k) and Retirement Contribution Plan Financial Statements as of and for the years ended December 31, 2013 and 2012




EX-23 2 kmb_2014exhibit23rcpconsent.htm CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM KMB_2014 Exhibit 23 RCP Consent


EXHIBIT NO. 23







CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


We consent to the incorporation by reference in Registration Statements No. 333-104099 and 333-155380 of Kimberly-Clark Corporation on Form S-8 of our report dated June 19, 2014 relating to the financial statements and financial statement schedule of Kimberly-Clark Corporation 401(k) and Retirement Contribution Plan, appearing in this Annual Report on Form 11-K of the Kimberly-Clark Corporation 401(k) and Retirement Contribution Plan for the year ended December 31, 2013.



/s/ DELOITTE & TOUCHE LLP

Dallas, Texas
June 19, 2014




EX-99.1 3 kmb_2014retirementcontribu.htm KIMBERLY-CLARK CORPORATION 401(K) AND RETIREMENT CONTRIBUTION PLAN FINANCIALS KMB_2014 Retirement Contribution Plan and 401K



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, 2013 and 2012

Supplemental Schedule
As of December 31, 2013

 

(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, 2013 and 2012
Statements of Changes in Net Assets Available for Benefits for the Years Ended December 31, 2013 and 2012
Notes to Financial Statements

 
SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31, 2013
 

 
Schedule of Assets (Held at End of Year)

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 Section 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 schedule 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, 2013 and 2012, 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, 2013 and 2012, 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, 2013 is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is 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. This schedule is the responsibility of the Plan’s management. Such schedule has been subjected to the auditing procedures applied in our audit of the basic 2013 financial statements and, in our opinion, is fairly stated in all material respects when considered in relation to the basic 2013 financial statements taken as a whole.


/s/ DELOITTE & TOUCHE LLP

Dallas, Texas
June 19, 2014


3



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


 
 
December 31
(Thousands of dollars)
 
2013
 
2012
 
 
 
 
 
Assets
 
 
 
 
Investments at Fair Value:
 
 
 
 
Cash equivalents
 
$
6,524

 
$
6,411

Kimberly-Clark Corporation stock fund
 
39,611

 
34,178

Collective funds
 
286,157

 
257,652

Self-Directed Brokerage Account ("SDBA")
 
16,353

 
15,290

Total Investments
 
348,645

 
313,531

Receivables:
 
 
 
 
Dividends
 
298

 
318

Interest
 
117

 

Due from broker
 
668

 
578

Employee contributions
 

 
1

Notes receivable from participants
 
5,573

 
5,394

Total Receivables
 
6,656

 
6,291

Total Assets
 
355,301

 
319,822

 
 
 
 
 
Liabilities
 
 
 
 
Fees payable
 
83

 
108

Due to broker
 
217

 
1,412

Total Liabilities
 
300

 
1,520

 
 
 
 
 
Net Assets Available for Benefits, at fair value
 
355,001

 
318,302

 
 
 
 
 
Adjustment from fair value to contract value for fully benefit-responsive stable income fund
 
(389
)
 
(1,309
)
 
 
 
 
 
Net Assets Available for Benefits
 
$
354,612

 
$
316,993


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)
 
2013
 
2012
 
 
 
 
 
Additions to Net Assets Available for Benefits
 
 
 
 
Investment income:
 
 
 
 
Net appreciation in fair value of investments
 
$
45,340

 
$
27,498

Dividends - Kimberly-Clark Corporation stock
 
1,363

 
1,275

Dividends - SDBA
 
458

 
395

Interest
 
18

 
7

Net investment income
 
47,179

 
29,175

Contributions:
 
 
 
 
Employee contributions
 
13,303

 
13,471

Employer matching contributions
 
3,820

 
3,908

Employer retirement contributions
 
4,386

 
4,526

Forfeitures used to reduce employer contributions
 
(44
)
 
(111
)
Total contributions
 
21,465

 
21,794

Interest on notes receivable from participants
 
186

 
208

Total Additions
 
68,830

 
51,177

 
 
 
 
 
Deductions from Net Assets Available for Benefits
 
 
 
 
Benefits paid to participants
 
30,414

 
38,897

Administrative expenses
 
780

 
717

Total Deductions
 
31,194

 
39,614

Net increase prior to transfer
 
37,636

 
11,563

 
 
 
 
 
Net Transfers to/from Kimberly-Clark Corporation 401(k) and Profit Sharing Plan
 
(17
)
 

 
 
 
 
 
Net Increase in Net Assets Available for Benefits
 
37,619

 
11,563

 
 
 
 
 
Net Assets Available for Benefits
 
 
 
 
Beginning of Year
 
316,993

 
305,430

End of Year
 
$
354,612

 
$
316,993


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”). 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, 2013 and 2012, there were no re-classifications 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.
            
The employee contributions presented on the Statement of Changes in Net Assets Available for Benefits for year ended December 31, 2013 of $13.3 million includes 401(k) contributions of $11.8 million and after-tax, Roth 401(k), and rollover contributions, collectively, of $1.5 million.
        

6


The employee contributions presented on the Statement of Changes in 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.
            
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 2013, the Money Market Fund's underlying assets were transferred from the Government Money Market Fund Z to the CT Money Market Fund Z. The changes to the underlying assets were made to better align the Money Market Fund's strategy.

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, 2013 and 2012 were $424 thousand and $552 thousand, respectively, and are presented on the Statements of Changes in Net Assets as benefits paid to participants.

7



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, 2013 and 2012, forfeitures totaled $44 thousand and $111 thousand, respectively, and were 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. 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 $225 thousand and $109 thousand at December 31, 2013 and 2012, respectively.

Transfers from the Plan
For the year ended December 31, 2013, net transfers to/from the Plan to the PSP related to employment status changes were $17 thousand. Eligibility can be impacted if a participant's employment status changes to or from hourly union resulting in a transfer of assets.

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, 2013 and 2012:
 
December 31
2013
 
Fair Value Measurements
 
Level 1
 
Level 2
 
(Thousands of dollars)
Cash Equivalents
$
6,524

 
$

 
$
6,524

 
 
 
 
 
 
Fixed Income
 
 
 
 
 
Assets held directly:
 
 
 
 
 
US government and municipals
3

 
3

 

Held through units of mutual and pooled funds:
 
 
 
 
 
US corporate debt
437

 
437

 

International bonds
8

 
8

 

Multi-sector
111,030

 
27

 
111,003

Total Fixed Income
111,478

 
475

 
111,003

 
 
 
 
 
 
Equity
 
 
 
 
 
Assets held directly:
 
 
 
 
 
US equity
10,416

 
10,416

 

Non-US Equity
1,663

 
1,663

 

Held through units of mutual and pooled funds:
 
 
 
 
 
US equity
139,960

 
2,720

 
137,240

Non-US Equity
39,591

 
696

 
38,895

World equity
383

 
383

 

Total Equity
192,013

 
15,878

 
176,135

 
 
 
 
 
 
Multi-Asset Class
38,630

 

 
38,630

 
 
 
 
 
 
Total
$
348,645

 
$
16,353

 
$
332,292


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


As of December 31, 2013 and 2012, 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 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, 2013 and 2012, 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, 2013 and 2012.

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.








10


Note 4. Net Asset Value (NAV) Per Share

The following table for December 31, 2013 and 2012, sets forth a summary of the Plan's investments with a reported NAV.


Fair Value Estimated Using NAV per Share

December 31, 2013
December 31, 2012




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)
$
1,836

$
2,372

$

Daily
None
Daily
Fixed income funds (c)
111,003

114,881


Daily
None
Daily
Multi-asset class funds (d)
38,630

36,272


Daily
None
Daily
Equity index funds (e)
176,135

140,678


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, 2013 and/or 2012:
 
December 31
 
2013
 
2012
 
(Thousands of dollars)
K-C Stock
$
39,611

 
$
34,178

Collective funds - BlackRock:
 
 
 
U.S. Debt Index Non-Lending Fund F
38,617

 
36,801

Russell 1000 Index Non-Lendable Fund F
48,658

 
38,664

Russell 2000 Index Non-Lendable Fund F
19,937

 
13,919

MSCI ACWI ex-US IMI Index Non-Lendable F
38,895

 
31,268

Collective funds - Columbia Management:
 
 
 
Income Fund Z
43,057

 
46,452

Stable Capital Fund Z
16,448

 
17,810











11


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
 
2013
 
2012
 
(Thousands of dollars)
K-C Stock
$
7,053


$
4,224

Collective funds - BlackRock
33,822


21,307

Collective funds - Columbia Management
840


1,198

 
41,715


26,729

 



SDBA:





Common stock
3,378


675

Preferred stock
2


4

Mutual funds
186


90

Limited partnerships
59



 
3,625


769

Net appreciation in fair value of investments
$
45,340


$
27,498


Note 6. Party-In-Interest Transactions

At December 31, 2013, the Plan held 379 thousand shares of the Corporation's common stock at a fair value of $39.6 million. During the year ended December 31, 2013, 1.1 million shares were acquired, and 1.1 million shares were disposed.

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.

The market value recorded on the Statement of Net Assets Available for Benefits includes the fourth quarter dividend receivable that is not included in the common stock noted above as of December 31, 2013 and 2012.

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

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.

U.S. 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 2010.



12



Note 9. Changes to the Plan

During the year ended December 31, 2013, the Plan was amended to eliminate hardship withdrawals for the payment of legal fees, fines, penalties, levies, garnishments, court actions, tax assessments, past due child support, past due bills necessary to meet a participant's financial obligations due to financial insolvency, heavy debt load, or changes in the participant's financial circumstances, and the construction of a primary residence of the participant, including the purchase of land for that purpose, effective October 4, 2013.

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.

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, 2013, to Form 5500:
 
 
December 31, 2013
 
 
(Thousands of dollars)
Benefits paid to participants per the financial statements
 
$
30,414

Add: Benefit payments requested by participants at December 31, 2013
 
225

Less: Benefit payments requested by participants at December 31, 2012
 
(109
)
Benefits paid to participants for Form 5500

$
30,530


The following is a reconciliation of net assets available for benefits per the financial statements at December 31, 2013 and 2012 to Form 5500:
 
 
December 31
 
 
2013
 
2012
 
 
(Thousands of dollars)
Net assets available for benefits per the financial statements
 
$
354,612

 
$
316,993

Less: Benefit payments requested by participants
 
(225
)
 
(109
)
Add: Adjustment from contract value to fair value for fully benefit-responsive stable income fund
 
389

 
1,309

Net assets available for benefits per Form 5500
 
$
354,776

 
$
318,193


The following is a reconciliation of additions per the financial statements for the year ended December 31, 2013, to Form 5500:
 
 
December 31, 2013
 
 
(Thousands of dollars)
Total additions per the financial statements
 
$
68,830

Add: Adjustment from contract value to fair value for fully benefit-responsive stable income fund for 2013
 
389

Less: Adjustment from contract value to fair value for fully benefit responsive stable income fund for 2012
 
(1,309
)
Total income per Form 5500
 
$
67,910


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.


13



Note 12. Subsequent Events

The hourly organized employees at Chester, Mobile, Marinette, Neenah Cold Springs, and Lakeview who are participating in the Plan will cease participation as of December 31, 2014, pursuant to collectively bargained Labor Agreements, and will begin participating in the PSP effective January 1, 2015.  The respective participant account balances will be transferred from the Plan to the PSP at that time.


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, 2013
Identity of Investment Issuer
 
Description of Investment
 
Fair Value
 
 
 
 
(Thousands of dollars)
The Northern Trust (1)
 
Cash equivalents
 
$
6,524

 
 
 
 
 
Columbia Management
 
Collective Funds:
 
 
 
 
Money Market Fund Z
 
5,455

 
 
CT Money Market Fund Z
 
7,426

 
 
Stable Capital Fund Z
 
16,448

 
 
Income Fund Z
 
43,057

 
 
 
 
72,386

 
 
 
 
 
BlackRock
 
Collective Funds:
 
 
 
 
U.S. Debt Index Non-Lendable Fund F
 
38,617

 
 
Russell 1000 Index Non-Lendable Fund F
 
48,658

 
 
Russell 1000 Value Index Non-Lendable Fund F
 
12,698

 
 
Russell 1000 Growth Index Non-Lendable Fund F
 
16,336

 
 
Russell 2000 Index Non-Lending Fund F
 
19,937

 
 
MSCI ACWI ex-U.S. IMI Index Non-Lendable Fund F
 
38,895

 
 
LifePath Index Retirement Non-Lendable Fund F
 
5,566

 
 
LifePath Index 2015 Non-Lendable Fund F
 
7,862

 
 
LifePath Index 2020 Non-Lendable Fund F
 
776

 
 
LifePath Index 2025 Non-Lendable Fund F
 
13,731

 
 
LifePath Index 2030 Non-Lendable Fund F
 
152

 
 
LifePath Index 2035 Non-Lendable Fund F
 
5,453

 
 
LifePath Index 2040 Non-Lendable Fund F
 
112

 
 
LifePath Index 2045 Non-Lendable Fund F
 
4,089

 
 
LifePath Index 2050 Non-Lendable Fund F
 
191

 
 
LifePath Index 2055 Non-Lendable Fund F
 
698

 
 
 
 
213,771

 
 
 
 
 
K-C(1)
 
Stock Fund
 
39,611

 
 
 
 
 
Hewitt
 
SDBA
 
16,353

 
 
 
 
 
The Northern Trust (1)
 
Notes receivable from participants
 

 
 
rate of interest (3.25% to 6.25%)
 
 
 
 
maturity dates (January 2014 - November 2023)
 
5,573

 
 
 
 
 
Total Investments
 
 
 
$
354,218


(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