FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1994
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________ to _______________
Commission file number 1-225
KIMBERLY-CLARK CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 39-0394230
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
P. O. Box 619100, Dallas, Texas 75261-9100
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (214) 830-1200
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
Common Stock - $1.25 Par Value; Preferred Share New York Stock Exchange
Purchase Rights Chicago Stock Exchange
Pacific Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X . No .
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
As of March 17, 1995, 160,245,170 shares of common stock were
outstanding, and the aggregate market value of the registrant's
common stock held by nonaffiliates on such date (based on the
closing stock price on the New York Stock Exchange) was
approximately $8,293 million.
Documents Incorporated By Reference
Kimberly-Clark Corporation's 1994 Annual Report to Stockholders
and 1995 Proxy Statement contain much of the information
required in this Form 10-K, and portions of those documents are
incorporated by reference herein from the applicable sections
thereof. The following chart identifies the sections of this
Form 10-K which incorporate by reference portions of the
Corporation's 1994 Annual Report to Stockholders and 1995 Proxy
Statement. The Items of this Form 10-K, where applicable,
specify which portions of such documents are incorporated by
reference. The portions of such documents that are not
incorporated by reference shall not be deemed to be filed with
the Commission as part of this Form 10-K.
Document of Which Portions Items of this Form 10-K
are Incorporated by Reference in Which Incorporated
1994 Annual Report to Stockholders Part I
(Year ended December 31, 1994) Item 1. Business
Item 3. Legal Proceedings
Part II
Item 5. Market for the Registrant's
Common Stock and Related Stockholder
Matters
Item 7. Management's Discussion and
Analysis of Financial Condition and
Results of Operations
Item 8. Financial Statements and
Supplementary Data
Part IV
Item 14. Exhibits, Financial Statement
Schedules, and Reports on Form 8-K
1995 Proxy Statement Part III
Item 10. Directors and Executive
Officers of the Registrant
Item 11. Executive Compensation
Item 12. Security Ownership of
Certain Beneficial Owners and
Management
Item 13. Certain Relationships and
Related Transactions
PART I
ITEM 1. BUSINESS
Kimberly-Clark Corporation was incorporated in Delaware in
1928. As used in Items 1, 2 and 7 of this Form 10-K, the term
"Corporation" refers to Kimberly-Clark Corporation and its
consolidated subsidiaries. In the remainder of this Form 10-
K, the terms "Kimberly-Clark" or "Corporation" refer to
Kimberly-Clark Corporation.
Financial information about product classes and results, and
foreign and domestic operations, and information about
principal products and markets of the Corporation, contained
under the caption "Management's Discussion and Analysis" and in
Note 13 to the Financial Statements contained in the 1994
Annual Report to Stockholders, are incorporated in this Item 1
by reference.
Description of the Corporation. The Corporation is principally
engaged in the manufacturing and marketing throughout the world
of a wide range of products for personal, business and
industrial uses. Most of these products are made from natural
and synthetic fibers using advanced technologies in absorbency,
fibers and nonwovens.
The Corporation's products and services are segmented into
three classes.
Class I includes tissue products for household, commercial,
institutional and industrial uses; infant, child, feminine and
incontinence care products; industrial and commercial wipers;
health care products; and related products. Class I products
are sold under a variety of well-known brand names, including
Kleenex, Huggies, Pull-Ups, GoodNites, Kotex, New Freedom,
Lightdays, Depend, Poise, Hi-Dri, Delsey, Kimguard and
Kimwipes.
Products for home use are sold through supermarkets, mass
merchandisers, drugstores, warehouse clubs, home health care
stores, variety stores, department stores and other retail
outlets, as well as to wholesalers. Other products in this
class are sold to distributors, converters and end-users.
Pulp produced by the Corporation, including amounts sold to
other companies, is included in Class I, except for pulp
manufactured for newsprint and certain specialty papers which
is included in Class II.
Class II includes newsprint, printing papers, premium business
and correspondence papers, tobacco industry papers and
products, technical papers, and related products.
Newsprint and groundwood printing papers are sold directly to
newspaper publishers and commercial printers. Other papers and
specialty products in this class are sold directly to users,
converters, manufacturers, publishers and printers, and through
paper merchants, brokers, sales agents and other resale
agencies.
Class III includes aircraft services, commercial air
transportation and other products and services.
Patents and Trademarks. The Corporation owns various patents
and trademarks registered domestically and in certain foreign
countries. The Corporation considers the patents and
trademarks which it owns and the trademarks under which it
sells certain of its products, in each instance and in the
aggregate, to be material to its business. Consequently, the
Corporation seeks patent and trademark protection by all
available means, including registration. A partial list of the
Corporation's trademarks is included under the caption
"Trademarks" contained in the 1994 Annual Report to
Stockholders and is incorporated herein by reference.
Employees. In its worldwide consolidated operations, the
Corporation had 42,707 employees as of December 31, 1994.
Raw Materials. Cellulose fibers in the form of wood pulp are
the primary raw materials for the Corporation's paper and
tissue products and are important components in disposable
diapers, training pants, feminine pads and incontinence care
products. Certain specialty papers are manufactured with other
cellulose fibers such as flax straw and cotton. Large amounts
of secondary and recycled fibers are also consumed, primarily
in tissue products. Superabsorbent materials are important
components in disposable diapers, training pants and
incontinence care products. Polypropylene and other synthetics
are primary raw materials for manufacturing nonwoven fabrics
which are used in disposable diapers, training pants, feminine
pads, incontinence and health care products and industrial
wipers. Most secondary fibers and all synthetics are
purchased. Wood pulp and nonwood cellulose fibers are produced
by the Corporation and purchased from others. The Corporation
considers the supply of such raw materials to be adequate to
meet the needs of its businesses.
For its worldwide consolidated operations, the Corporation's
pulp mills at Coosa Pines, Alabama, and Terrace Bay, Ontario,
supplied about 70 percent of 1994 wood pulp requirements for
products other than newsprint. The Corporation's newsprint
mill at Coosa Pines produces substantially all of its own
virgin fiber requirements, which represent approximately 80
percent of its total fiber requirements.
The Corporation owns or controls 5.1 million acres of
forestland in North America, primarily as a source of fiber for
pulp production. Approximately .4 million acres are owned
and 4.7 million acres, principally in Canada, are held under
long-term Crown rights or leases.
Certain states have adopted laws and entered into agreements
with publishers requiring newspapers sold in such states to
contain specified amounts of recycled paper. The Corporation
provides certain newspaper publishers with newsprint containing
specified amounts of recycled paper.
Competition. The Corporation competes in numerous domestic and
foreign markets. The number of competitors and the
Corporation's competitive positions in these markets vary. In
general, in the sale of its principal products, the Corpora-
tion faces strong competition from other manufacturers, some of
which are larger and more diversified than the Corporation.
The Corporation has several major competitors in its disposable
diaper and training pants, household and other tissue-based
products, and feminine and incontinence care products
businesses.
Depending on the characteristics of the market involved, the
Corporation competes on the basis of product quality and
performance, price, service, packaging, distribution,
advertising and promotion.
In 1994, a major competitor completed its national introduction
of a branded training pant. The Corporation responded by
entering the private label training pants business and by
launching improved branded training pants and branded
disposable pants for older children who experience nighttime
bed wetting. Similarly in Europe, the Corporation has
encountered significant competition in connection with its
introduction of training pants and diapers.
Research and Development. At year-end 1994, approximately
1,200 of the Corporation's employees were engaged in research
and development activities and were located in Neenah,
Wisconsin; Roswell, Georgia; Coosa Pines, Alabama; Munising,
Michigan; the United Kingdom; Germany; the Netherlands; and
France. A major portion of total research and development
expenditures is directed toward new or improved personal care,
health care and household products, and nonwoven materials.
Consolidated research and development expenditures were $167.1
million in 1994, $158.5 million in 1993 and $156.1 million in
1992.
Environmental Matters. Capital expenditures for environmental
controls to meet legal requirements and otherwise relating to
the protection of the environment at the Corporation's
facilities in the United States are estimated to be $29 million
in 1995 and $28 million in 1996. Such expenditures are not
expected to have a material effect on the Corporation's total
capital expenditures, consolidated earnings or competitive
position; however, these estimates could be modified as a
result of changes in the Corporation's plans, changes in legal
requirements or other factors.
Risks for Foreign Operations. The Corporation and its equity
companies have manufacturing facilities in more than 25
countries throughout the world. Consumer products made abroad
or in the U.S. are marketed in approximately 150 countries.
Because these countries are so numerous, it is not feasible to
generally characterize the risks involved. Such risks vary
from country to country and include such factors as tariffs,
trade restrictions, changes in currency value, economic
conditions and international relations. See "Management's
Discussion and Analysis -- Foreign Currencies Risks, Hedging
Activities and Inflation Risks" contained in the 1994 Annual
Report to Stockholders, which is incorporated herein by
reference.
Insurance. The Corporation maintains coverage consistent with
industry practice for most risks that are incident to its
operations.
ITEM 2. PROPERTIES
Management believes that the Corporation's production
facilities are suitable for their purpose and adequate to
support its businesses. The extent of utilization of
individual facilities varies, but they operate at or near
capacity, except in certain instances where new products or
technology is being introduced. New facilities of the
Corporation are under construction and others are being
expanded. Principal facilities and products or groups of
products made at these facilities are listed on the following
pages. In addition, the principal facilities of the Corporation's
equity companies and the products or groups of products made at
such facilities are included on the following pages. Products
described as consumer, service and/or nonwoven products include
tissue products for household, commercial, institutional and
industrial uses; infant, child, feminine and incontinence care products;
industrial and commercial wipers; health care products; and
related products.
Headquarters Locations
Dallas, Texas
Roswell, Georgia
Neenah, Wisconsin
Administrative Center
Knoxville, Tennessee
Production and Service Facilities
United States
Alabama
Ashville - Wood chips
Coosa Pines - Newsprint, groundwood printing papers, pulp,
seedling nursery
Goodwater - Lumber
Nixburg - Wood chips
Roanoke - Wood chips
Westover - Lumber
Arizona
Tucson - Nonwoven products
Arkansas
Conway - Consumer products
Maumelle - Consumer products
California
Fullerton - Consumer products
Connecticut
New Milford - Consumer products
Shelton - Aviation services
Georgia
LaGrange - Nonwoven materials and products
Massachusetts
Lee - Tobacco industry papers, thin papers, service products
Westfield - Aviation services
Michigan
Munising - Printing and base papers
Mississippi
Corinth - Nonwoven materials, service products
Nebraska
Omaha - Commercial airline service
New Jersey
Montvale - Aviation services
South Hackensack - Aviation services
Spotswood - Tobacco industry papers and products
New York
Ancram - Tobacco industry papers and products
Islip - Aviation services
North Carolina
Hendersonville - Nonwoven materials and products
Lexington - Nonwoven materials and products
Oklahoma
Jenks - Consumer products
South Carolina
Beech Island - Consumer and service products
Tennessee
Loudon - Service products
Texas
Dallas - Aviation services
Paris - Consumer products
Waco - Administrative services
Utah
Ogden - Consumer products
Wisconsin
Appleton - Aviation services
Milwaukee - Commercial airline service
Neenah - Consumer and service products, nonwoven materials,
business and correspondence papers
Whiting - Business and correspondence papers
Outside the United States
Argentina
*Cordoba - Consumer products
*Pilar - Consumer products
*San Luis - Consumer products
Australia
*Albury - Nonwoven materials and products
*Ingleburn (near Sydney) - Consumer products
*Lonsdale (near Adelaide) - Consumer products
*Millicent - Consumer and service products
*Seven Hills (near Sydney) - Consumer and service products
*Tantanoola - Pulp
*Warwick Farm (near Sydney) - Consumer and service products
Bahrain
*East Riffa - Consumer products
Canada
Huntsville, Ontario - Consumer and service products
Rexdale, Ontario (near Toronto) - Consumer and service
products
St. Catharines, Ontario - Consumer and service products,
base papers
St. Hyacinthe, Quebec - Consumer products
Terrace Bay, Ontario - Pulp
Winkler, Manitoba (mobile operations) - Flax tow
China
Beijing - Consumer products
Changchun - Consumer products
Chengdu - Consumer products
Guiyang - Consumer products
Handan - Consumer products
Harbin - Consumer products
Kunming - Consumer products
Nanjing - Consumer products
Shenyang - Consumer products
Taiyuan - Consumer products
Colombia
*Barbosa (near Medellin) - Tobacco industry papers, service
products
*Guarne (near Medellin) - Consumer and service products
*Pereira - Consumer and service products, nonwoven materials
*Tocancipa (near Bogota - under construction) - Consumer
products
Costa Rica
Cartago - Consumer products
El Salvador
Sitio del Ni~no (near San Salvador) - Consumer and
service products
France
Le Mans - Tobacco industry products
Malaucene - Tobacco industry papers
Quimperle - Tobacco industry papers
Rouen - Consumer products
Villey-Saint-Etienne - Consumer and service products
Germany
Koblenz - Consumer and service products
Forchheim - Consumer products
Honduras
Cortes - Nonwoven products
San Pedro Sula - Nonwovens products
India
*Pune (near Bombay - under construction) - Consumer products
Indonesia
*Medan - Tobacco industry papers
Korea
Anyang (near Seoul) - Consumer and service products
Kimcheon (near Taegu) - Consumer and service products
Taejon - Consumer products
Malaysia
*Petaling Jaya (near Kuala Lumpur) - Consumer and service
products
Mexico
*Bajio (near San Juan del Rio) - Consumer and service
products; business, printing and school papers
*Cuautitlan (near Mexico City) - Consumer and service
products
Empalme - Nonwoven products
Hermosillo - Nonwoven products
Magdalena - Nonwoven products
*Naucalpan (near Mexico City) - Consumer and service
products; business, printing and school papers;
tobacco industry papers; pulp
Nogales - Nonwoven products
*Orizaba - Consumer and service products; business, printing
and school papers; pulp
*Ramos Arizpe - Consumer products
Santa Ana - Nonwoven products
*Tlaxcala (under construction) - Consumer products
Netherlands
Veenendaal - Consumer and service products
Panama
Panama City - Consumer and service products
Philippines
San Pedro, Laguna (near Manila) - Consumer and service
products, tobacco industry papers
Saudi Arabia
*Al-Khobar - Consumer and service products
Singapore
Singapore - Consumer and service products
South Africa
*Cape Town - Consumer and service products
*Istar - Consumer and service products
*Springs (near Johannesburg) - Consumer and service products
*Wadeville - Consumer and service products
Thailand
Patumthanee (near Bangkok) - Consumer and service products
United Kingdom
Barton-upon-Humber - Consumer products
Flint - Nonwoven materials, service products
Larkfield (near Maidstone) - Consumer and service products
Prudhoe (near Newcastle-upon-Tyne) - Consumer and service
products, recycled fiber
Sealand (near Chester) - Consumer products
Venezuela
Guacara - Consumer products
* Equity company production facility
ITEM 3. LEGAL PROCEEDINGS
The following is a brief description of potentially material
legal proceedings to which the Corporation or any of its
subsidiaries is a party or of which any of their properties is
subject:
Litigation
A. On September 20, 1994, the Attorney General of the State of
West Virginia filed an action against several tobacco
companies, industry trade associations and consultants,
tobacco wholesalers and cigarette component manufacturers,
including the Corporation, seeking to recover monies which
West Virginia allegedly has spent and will spend in
providing medical care for its citizens whose illnesses are
alleged to be tobacco-related. The lawsuit, filed in the
Circuit Court of Kanawha County, West Virginia, seeks actual
and punitive damages in an unspecified amount. Among other things,
the complaint alleges that the Corporation aided, abetted and
participated in the manufacture of cigarettes by supplying
reconstituted tobacco sheets to the tobacco company
defendants and advertising that the use of such sheets would
allow the tobacco companies to manipulate the level of
nicotine in their cigarettes. The Corporation has moved to
dismiss the complaint on several grounds including the
Attorney General's lack of authority to bring suit in his
own name on behalf of the State of West Virginia. The
Corporation believes that the Attorney General's claims are
without merit.
B. Since September 28, 1990, numerous lawsuits currently
consolidated into five actions in state and federal courts
have been filed against numerous defendants, including the
Corporation, by over 6,000 plaintiffs of whom about 272
claim to have worked at the Corporation's Coosa Pines, Ala.
mill as employees of independent contractors at various
times since the mill's construction. The plaintiffs allege,
with respect to the Corporation, that they sustained
personal injuries and/or emotional distress from alleged
exposure to asbestos-containing materials while working at
the mill. The complaints do not specify the amount of
damages demanded. The Corporation believes the claims are
without merit.
The parties to four of these actions have reached tentative
oral agreement in principle to settle; however, no written
settlement agreement has yet been signed. Pursuant to this
agreement in principle, all pending claims in these four actions
would be dismissed. The amount expected to be paid by the
Corporation is not expected to be material. Since these
actions are not part of a mandatory class action, there
remains the possibility that similar additional suits may be
filed against the Corporation.
The Corporation also is subject to routine litigation from time
to time which individually or in the aggregate is not expected
to have a material adverse effect on the Corporation's business
or results of operations.
Environmental Matters
(See the Corporation's 1994 Annual Report to Stockholders under
the "Environmental Matters" section of "Management's Discussion
and Analysis.")
The Corporation has been named a potentially responsible party
("PRP") under the provisions of the federal Comprehensive
Environmental Response, Compensation and Liability Act
("CERCLA"), or analogous state statute, at 28 waste disposal
sites, none of which, in management's opinion, could have a
material adverse impact on the Corporation's business or
results of operations. Notwithstanding its opinion, management
believes it appropriate to disclose the following recent
developments concerning seven of these sites where the extent
of the Corporation's liability cannot yet be established:
A. The South 8th Street Landfill Site, located across the
Mississippi River from Memphis, Tennessee, in Crittenden
County, Arkansas, is a 30-acre site that received municipal
and industrial waste from the 1950's to the early 1980's.
The site is divided into three separate landfill disposal
areas and an oily sludge pit area. A refining company (the
"Refiner") apparently used the pit area for the disposal of
waste sludge from its oil re-refining process through
November 1969.
On September 9, 1992, the Environmental Protection Agency
(the "EPA") identified Kimberly-Clark's former Memphis
facility as a PRP at the site. The mill was linked to the
site by an affidavit of an employee of the Refiner which
alleged that the Refiner picked up waste oil at the mill for
re-refining. While Kimberly-Clark did not send hazardous
wastes to the site, it did send used oil to the Refiner for
reclamation.
Remediation of the site is being conducted in two phases.
The Record of Decision for the source control phase, which
identifies the selected remedy for the oily sludge pit and
landfill areas of the site, was issued by EPA in November
1994. The Remedial Design for the source control phase and
the Remedial Investigation and Feasibility Study for the
groundwater phase have not yet commenced. There are
approximately 103 companies, including Kimberly-Clark,
participating in the PRP group. The Corporation's estimated
share of the total site remediation cost, if any, cannot yet
be established.
B. In August 1992, Kimberly-Clark's Spotswood, New Jersey mill
received an information request from the New Jersey
Department of Environmental Protection and Energy ("NJDEPE")
with respect to the Jones Industrial Service Landfill.
Kimberly-Clark does not have internal records indicating
that the mill used the site. However, the Spotswood mill
received routing sheets from a nonhazardous waste disposal
transporter used by the mill which indicate that the
transporter may have sent three loads of Spotswood mill
waste to the site in September 1980. The public comment
period on the Proposed Plan of Remediation ended on December
28, 1994. No decision on remedial action will be made until
all public comments are evaluated. NJDEPE has made no
projections on when the Record of Decision will be issued.
Until Kimberly-Clark receives the site information it has
requested from the State of New Jersey, no determination
regarding the extent of Kimberly-Clark's liability, if any,
can be made.
C. On February 6, 1991, the NJDEPE identified the Corporation
as a PRP under the provisions of the New Jersey Spill
Compensation and Control Act for remediation of the Global
Sanitary Landfill waste disposal site located in Old Bridge
Township, New Jersey based on the Corporation's disposal of
waste at such site. The EPA has designated the disposal
site as a state-led site under CERCLA with the NJDEPE acting
as lead agency. In May 1991, the Corporation signed a PRP
agreement and paid an administrative assessment. In August
1993, a consent decree was executed by the State
of New Jersey and the PRPs, pursuant to which the
Corporation agreed to pay $575,000 for its share of Phase I
cleanup costs. The Corporation's share of Phase II cleanup
costs cannot yet be established.
D. On March 14, 1994, the Corporation received from the EPA an
information request regarding the Purity Oil Sales Superfund
Site in Malaga, California. The EPA asserts that the
Corporation's former facility in Anderson, California
arranged for the disposal, treatment or transportation of
waste oil and/or solvents to the site. The Corporation does
not have records indicating that the facility used the site.
The Corporation's estimated share of the total site
remediation cost, if any, cannot be established on the basis
of currently available information.
E. On April 11, 1994, the Corporation received a special notice
letter and information request from the Wisconsin Department
of Natural Resources ("WDNR") regarding the Marina Cliffs
Barrel Dump Site in Milwaukee, Wisconsin. The WDNR asserts
that the Corporation disposed of drums at the site. The
Corporation does not have records indicating that any of its
Wisconsin facilities used the site. The Corporation's
estimated share of the total site remediation cost, if any,
cannot be established on the basis of currently available
information.
F. On September 12, 1994, the Corporation received a special
notice letter and information request from the California
Department of Toxic Substances Control ("DTSC") regarding
the Omega Chemical Company Site in Whittier, California.
The DTSC asserts that the Corporation's facility in
Fullerton, California arranged for the disposal, treatment
or transportation of hazardous substances to the site. The
Corporation has determined that primarily nonhazardous
substances generated by the facility were transported to the
site. The Corporation's estimated share of the total site
remediation cost, if any, cannot be established on the basis
of currently available information.
G. On October 27, 1994, the Corporation received an information
request regarding the Manistique River/Harbor Area of
Concern in Manistique, Michigan. The EPA is investigating
the source, extent and nature of the release of hazardous
substances in the vicinity of the Manistique River/Harbor
and believes that the Corporation's facility in Munising,
Michigan may have arranged for the disposal, treatment or
transportation of hazardous substances to the area. The
Corporation has determined that no hazardous substances
generated by any of its facilities were transported to the
area and, therefore, the Corporation should not be liable
for cleanup costs in the area.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during
the fourth quarter of 1994.
EXECUTIVE OFFICERS OF THE REGISTRANT
The names and ages of the executive officers of the Corporation
as of March 1, 1995, together with certain biographical
information, are as follows:
John W. Donehower, 48, was elected Senior Vice President and
Chief Financial Officer in 1993. Mr. Donehower joined
Kimberly-Clark in 1974. He was appointed Director of Finance -
Europe in 1978, Vice President, Marketing and Sales -
Nonwovens in 1981, Vice President, Specialty Papers in 1982,
Managing Director, Kimberly-Clark Australia Pty. Limited in
1982, and Vice President, Professional Health Care, Medical and
Nonwoven Fabrics in 1985. He was appointed President,
Specialty Products - U.S. in 1987, and President - World
Support Group in 1990.
O. George Everbach, 56, was elected Senior Vice President - Law
and Government Affairs in 1988. Mr. Everbach joined Kimberly-
Clark in 1984. His responsibilities within the Corporation
have included direction of legal, human resources and
administrative functions. He was elected Vice President and
General Counsel in 1984; Vice President, Secretary and General
Counsel in 1985; and Senior Vice President and General Counsel
in 1986.
Thomas J. Falk, 36, was elected Group President - North
American Consumer Products effective January 1, 1995. He is
responsible for the Infant and Child Care Sectors, and the U.S.
Consumer Sales and Consumer Business Services organizations.
Mr. Falk joined Kimberly-Clark in 1983. His responsibilities
within the Corporation have included internal audit, financial
and strategic analysis, and operations management. Mr. Falk
was appointed Vice President - Operations Analysis and Control
in 1990. He was elected Senior Vice President -Analysis and
Administration in 1992 and Group President - Infant and Child
Care in 1993.
James G. Grosklaus, 59, was elected Executive Vice President
effective December 1, 1990. He is responsible for the Pulp and
Newsprint, Paper and Specialty Products and Service and
Industrial Sectors, and also is responsible for various staff
functions. Employed by the Corporation since 1957, Mr.
Grosklaus was appointed Vice President in 1972 and Divisional
Vice President in 1975, and was elected Senior Vice President
effective January 1, 1979. He was appointed President, K-C
Health Care, Nonwoven and Industrial Group in 1981, Senior
Staff Vice President in 1982, Senior Vice President in 1983 and
President, Technical Paper and Specialty Products in 1985, and
elected Executive Vice President in January 1986. In 1988, he
was appointed President - North American Pulp and Paper Sector.
He is a member of the Emory University Dean's Advisory Council
and the Woodruff Arts Center Board of Trustees. He has been a
director of the Corporation since 1987.
Timothy E. Hoeksema, 48, was appointed President -
Transportation Sector in 1988. Mr. Hoeksema joined Kimberly-
Clark in 1969. Prior to 1977, Mr. Hoeksema served as Chief
Pilot of Kimberly-Clark. He was elected President of K-C
Aviation Inc., a wholly owned subsidiary of Kimberly-Clark, in
1977, and President of Midwest Express Airlines, Inc., a wholly
owned subsidiary of K-C Aviation Inc., in 1983.
James T. McCauley, 56, was elected Executive Vice President in
1990. Mr. McCauley joined Kimberly-Clark in 1969. He was
elected Vice President and Treasurer in 1980. Mr. McCauley was
appointed Vice President - Nonwoven Operations in 1984, Senior
Vice President, Kimberly-Clark Newsprint & Pulp and Forest
Products in 1984, President, North American Pulp and Newsprint
Sector in 1985, President, Health Care and Nonwovens Sector in
1987, and President - Nonwovens and Technical Products Sector
in 1988. He was appointed President - Nonwovens, Medical and
Technical Products Sector in 1988 and President - Nonwovens and
Professional Health Care Sector, Far East Operations and World
Support Group in 1990.
Wayne R. Sanders, 47, was elected Chief Executive Officer of
the Corporation effective December 19, 1991, and Chairman of
the Board of the Corporation effective March 31, 1992. He
previously had been elected President and Chief Operating
Officer in December 1990. Employed by the Corporation in 1975,
Mr. Sanders was appointed Vice President of Kimberly-Clark
Canada Inc., a wholly owned subsidiary of the Corporation, in
1981 and was appointed Director and President in 1984. Mr.
Sanders was elected Senior Vice President of Kimberly-Clark
Corporation in 1985 and was appointed President - Infant Care
Sector in 1987, President - Personal Care Sector in 1988 and
President - World Consumer, Nonwovens and Service and
Industrial Operations in 1990. Mr. Sanders is a director of
Adolph Coors Company, Coors Brewing Company and Texas Commerce
Bank, National Association, and is a member of the Marquette
University Board of Trustees. He has been a director of the
Corporation since 1989.
Kathi P. Seifert, 45, was elected Group President - North
American Consumer Products effective January 1, 1995. She is
responsible for the Household Products and Feminine and Adult
Care Sectors, and the Safety and Quality Assurance and Canadian
Sales organizations. Ms. Seifert joined Kimberly-Clark in
1978. Her responsibilities in the Corporation have included
various marketing positions within the Service and Industrial,
Consumer Tissue and Feminine Products business sectors. She
was appointed President - Feminine Care Sector in 1991 and was
elected Group President - Feminine and Adult Care in 1994.
Ms. Seifert is a member of the Board of Directors for Aid
Association for Lutherans.
John A. Van Steenberg, 47, was elected President - European
Consumer and Service & Industrial Operations effective January
1, 1994. Mr. Van Steenberg joined Kimberly-Clark in 1978. His
responsibilities have included operations and major project
management in North America. He was appointed Managing
Director of Kimberly-Clark Australia Pty. Limited in 1990.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
STOCKHOLDER MATTERS
The dividend and market price data included in Note 12 to the
Financial Statements, and the information set forth under the
captions "Dividends and Dividend Reinvestment Plan" and "Stock
Exchanges" contained in the 1994 Annual Report to Stockholders
are incorporated in this Item 5 by reference.
As of March 17, 1995, the Corporation had 25,623 stockholders of
record.
ITEM 6. SELECTED FINANCIAL DATA
(Millions of dollars Year Ended December 31
except per share amounts) 1994 1993 1992 1991 1990
---------------------------------------------------------------------------------
Net Sales ................. $7,364.2 $6,972.9 $7,091.1 $6,776.9 $6,407.3
Restructuring Charge (3)... -- -- 250.0 -- --
Operating Profit .......... 819.1 793.5 543.1 741.8 753.6
Share of Net Income of
Equity Companies (1)...... 87.1 98.0 82.9 72.8 58.2
Income Before Cumulative
Effects of Accounting
Changes .................. 535.1 510.9 345.0 508.3 432.1
Net Income (1)(2)(3)(4)(5) 535.1 510.9 135.0 508.3 432.1
Per Share Basis:
Income Before Cumulative
Effects of Accounting
Changes ................. 3.33 3.18 2.15 3.18 2.70
Net Income (1)(2)(3)(4)(5) 3.33 3.18 .84 3.18 2.70
Cash Dividends Declared... 1.76 1.29 2.07 1.52 1.36
Cash Dividends Paid ...... 1.75 1.70 1.64 1.45 1.35
Total Assets .............. 6,715.7 6,380.7 6,029.1 5,704.8 5,283.9
Long-Term Debt ............ 929.5 933.1 994.6 874.7 728.5
Stockholders' Equity ...... 2,595.8 2,457.2 2,191.1 2,519.7 2,259.7
(1) Share of net income of equity companies and net income for
1994 include a nonoperating charge of $39.2 million ($.24
per share) for foreign currency losses incurred by the
Corporation's 43 percent-owned Mexican affiliate on the
translation of U.S. dollar-denominated liabilities into
pesos. The translation losses are related to the
devaluation of the Mexican peso in December 1994.
(2) The enactment of the 1993 Tax Act increased deferred income
taxes related to prior years, which reduced 1993 net income
$8.8 million ($.05 per share).
(3) Results for 1992 include a pretax charge of $250.0 million
or $172.0 million after-tax ($1.07 per share) related to the
restructuring of the consumer and service products
operations in Europe and certain operations in North
America.
(4) Net income for 1992 includes net after-tax charges of $210.0
million ($1.31 per share) for the cumulative effects of
adopting the required accounting rules for postretirement
health care and life insurance benefits and for income
taxes.
(5) Net income for 1991 and 1990 includes a favorable adjustment
of $20.0 million ($.13 per share) and a charge of $44.0
million ($.28 per share), respectively, related to the
disposition of a former 50.5-percent-owned Canadian
newsprint subsidiary.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The information set forth under the caption "Management's
Discussion and Analysis" contained in the 1994 Annual Report to
Stockholders is incorporated in this Item 7 by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements of the Corporation and its
consolidated subsidiaries and the independent auditors' report
thereon contained in the 1994 Annual Report to Stockholders are
incorporated in this Item 8 by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The section of the 1995 Proxy Statement captioned "Certain
Information Regarding Directors and Nominees" under "Proposal
1. Election of Directors" identifies members of the board of
directors of the Corporation and nominees, and is incorporated
in this Item 10 by reference.
See also "EXECUTIVE OFFICERS OF THE REGISTRANT" appearing in
Part I hereof.
ITEM 11. EXECUTIVE COMPENSATION
The information in the section of the 1995 Proxy Statement
captioned "Executive Compensation" under "Proposal 1. Election
of Directors" is incorporated in this Item 11 by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The information in the sections of the 1995 Proxy Statement
captioned "Security Ownership of Management" and "Other
Principal Holder of Voting Securities" under "Proposal 1.
Election of Directors" is incorporated in this Item 12 by
reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information in the sections captioned "Certain Transactions
and Business Relationships" and "Executive Compensation --
Compensation Committee Interlocks and Insider Participation"
under "Proposal 1. Election of Directors" of the 1995 Proxy
Statement is incorporated in this Item 13 by reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
ON FORM 8-K
(a) Documents filed as part of this report.
1. Financial statements:
The Consolidated Balance Sheet as of December 31, 1994 and
1993, and the related Consolidated Income Statement and
Consolidated Cash Flow Statement for the years ended December
31, 1994, 1993 and 1992, and the related Notes thereto, and the
Independent Auditors' Report thereon are incorporated in Part
II, Item 8 of this Form 10-K by reference to the financial
statements contained in the 1994 Annual Report to Stockholders.
2. Financial statement schedules:
The following information is filed as part of this Form 10-K
and should be read in conjunction with the financial statements
contained in the 1994 Annual Report to Stockholders.
Independent Auditors' Report
Schedules for Kimberly-Clark Corporation and Subsidiaries:
II Valuation and Qualifying Accounts
All other schedules have been omitted because they were not
applicable or because the required information has been
included in the financial statements or notes thereto.
3. Exhibits:
Exhibit No. (3)a. Restated Certificate of Incorporation of
Kimberly-Clark Corporation, dated April 16, 1987, incorporated
by reference to Exhibit No. (4)e of the Kimberly-Clark Corporation
Form S-8 filed on February 16, 1993 (File No. 33-58402).
Exhibit No. (3)b. By-Laws of Kimberly-Clark Corporation, as
amended April 22, 1993, incorporated by reference to Exhibit No. (3) of
the Kimberly-Clark Corporation Form 10-Q for the quarterly
period ended June 30, 1993.
Exhibit No. (4). Copies of instruments defining the rights of
holders of long-term debt will be furnished to the Securities
and Exchange Commission on request.
Exhibit No. (10)a. Kimberly-Clark Corporation 1976 Equity
Participation Plan, as amended effective December 19, 1991.
Exhibit No. (10)b. Kimberly-Clark Corporation Management
Achievement Award Program, as amended as of January 1, 1993.
Exhibit No. (10)c. Kimberly-Clark Corporation Executive
Severance Plan, incorporated by reference to Exhibit No. (10)c
of the Kimberly-Clark Corporation Form 10-K for the year ended
December 31, 1992.
Exhibit No. (10)d. Second Amended and Restated Deferred
Compensation Plan for Directors of Kimberly-Clark Corporation,
incorporated by reference to Exhibit No. (10)d of the
Kimberly-Clark Corporation Form 10-K for the year ended
December 31, 1992.
Exhibit No. (10)e. Kimberly-Clark Corporation 1986 Equity
Participation Plan, as amended effective February 11, 1993.
Exhibit No. (10)f. Kimberly-Clark Corporation 1992 Equity
Participation Plan, as amended effective February 11, 1993.
Exhibit No. (10)g. Kimberly-Clark Corporation Deferred
Compensation Plan, effective as of October 1, 1994.
Exhibit No. (11). The net income per share of common stock
computations for each of the periods included in Part II, Item
6 of this Form 10-K are based on average common shares out-
standing during each of the respective periods. The only
"common stock equivalents" or other potentially dilutive
securities or agreements (as defined in Accounting Principles
Board Opinion No. 15) in Kimberly-Clark Corporation's capital
structure during the periods presented were options outstanding
under its Equity Participation Plans.
Computations of "primary" and "fully diluted" net income per
share assume the exercise of outstanding stock options under
the "treasury stock method." The table below presents the
amounts by which the earnings per share amounts presented in
Part II, Item 6 would be reduced if the "treasury stock method"
had been used.
Primary Fully Diluted
1994 $.01 $.01
1993 .01 .01
1992 - -
1991 .02 .02
1990 .01 .01
Exhibit No. (12). Computation of ratio of earnings to fixed
charges for the five years ended December 31, 1994.
Exhibit No. (13). Portions of the Kimberly-Clark Corporation
1994 Annual Report to Stockholders incorporated by reference in
this Form 10-K.
Exhibit No. (21). Consolidated Subsidiaries and Equity
Companies of Kimberly-Clark Corporation are identified in the
Kimberly-Clark Corporation 1994 Annual Report to Stockholders,
and such information is incorporated in this Form 10-K by
reference.
Exhibit No. (23). Independent Auditors' Consent.
Exhibit No. (24). Powers of Attorney.
Exhibit No. (27). The Financial Data Schedule required by Item
601(b)(27) of Regulation S-K has been included with the
electronic filing of this Form 10-K.
(b) Reports on Form 8-K
(i) The Corporation filed a Current Report on Form 8-K dated
December 13, 1994, which reported the results of a meeting
between senior management of the Corporation and certain
securities analysts and investors.
(ii) The Corporation filed a Current Report on Form
8-K dated January 9, 1995, which reported a
nonoperating charge attributable to the
devaluation of the Mexican peso.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Kimberly-Clark Corporation
March 24, 1995
By: /s/ John W. Donehower
John W. Donehower
Senior Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and
on the dates indicated.
/s/ Wayne R. Sanders Chairman of the Board March 24, 1995
Wayne R. Sanders and Chief Executive Officer
and Director
/s/ John W. Donehower Senior Vice President and March 24, 1995
John W. Donehower Chief Financial Officer
/s/ Randy J. Vest Vice President and March 24, 1995
Randy J. Vest Controller (principal
accounting officer)
Directors
John F. Bergstrom Louis E. Levy
Pastora San Juan Cafferty Frank A. McPherson
Paul J. Collins Wolfgang R. Schmitt
Claudio X. Gonzalez Randall L. Tobias
James G. Grosklaus H. Blair White
By: /s/ O. George Everbach March 24, 1995
O. George Everbach, Attorney-in-Fact
INDEPENDENT AUDITORS' REPORT
Kimberly-Clark Corporation:
We have audited the consolidated financial statements of
Kimberly-Clark Corporation as of December 31, 1994 and 1993,
and for each of the three years in the period ended December
31, 1994, and have issued our report thereon dated January 27,
1995, which report includes an explanatory paragraph concerning
the Corporation's changes during 1992 in its methods of
accounting for income taxes and postretirement benefits other
than pensions to conform with Statements of Financial
Accounting Standards No. 109 and No. 106, respectively; such
consolidated financial statements and report are included in
your 1994 Annual Report and are incorporated herein by
reference. Our audits also included the consolidated financial
statement schedule of Kimberly-Clark Corporation, listed in
Item 14. This consolidated financial statement schedule is the
responsibility of the Corporation's management. Our
responsibility is to express an opinion based on our audits.
In our opinion, such consolidated financial statement schedule,
when considered in relation to the basic consolidated financial
statements taken as a whole, presents fairly in all material
respects the information set forth therein.
DELOITTE & TOUCHE LLP
Dallas, Texas
January 27, 1995
SCHEDULE II Kimberly-Clark Corporation and Subsidiaries
VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992
(Millions of dollars)
Additions Deductions
Balance at Charged to Charged to Write-Offs Balance at
Beginning Costs and Other and Discounts End of
Description of Period Expenses Accounts(a) Allowed Period
December 31, 1994
Allowances deducted from
assets to which they apply
Allowances for doubtful
accounts ......... $ 8.0 $ 4.3 $.1 $ 3.3(b) $ 9.1
Allowances for sales
discounts ........ 6.8 101.4 - 99.8(c) 8.4
Total .......... $14.8 $105.7 $.1 $103.1 $17.5
December 31, 1993
Allowances deducted from
assets to which they apply
Allowances for doubtful
accounts ......... $10.2 $ 5.4 $.2 $ 7.8(b) $ 8.0
Allowances for sales
discounts ........ 7.1 97.0 - 97.3(c) 6.8
Total .......... $17.3 $102.4 $.2 $105.1 $14.8
December 31, 1992
Allowances deducted from
assets to which they apply
Allowances for doubtful
accounts ......... $ 8.2 $ 4.5 $.2 $ 2.7(b) $10.2
Allowances for sales
discounts ........ 5.8 96.7 - 95.4(c) 7.1
Total .......... $14.0 $101.2 $.2 $ 98.1 $17.3
(a) Primarily bad debt recoveries
(b) Primarily uncollectible receivables written off
(c) Sales discounts allowed
Index to Documents Filed as a Part of This Report
Description
Consolidated financial statements, incorporated by reference
Independent Auditors' Report, incorporated by reference
Independent Auditors' Report
Schedules for Kimberly-Clark Corporation and Subsidiaries:
II Valuation and Qualifying Accounts
Exhibit No. (3)a. Restated Certificate of Incorporation of Kimberly-Clark
Corporation, dated April 16, 1987, incorporated by reference to Exhibit
No. (4)e of the Kimberly-Clark Corporation Form S-8 filed on
February 16, 1993 (File No. 33-58402)
Exhibit No. (3)b. By-Laws of Kimberly-Clark Corporation, as amended
April 22, 1993, incorporated by reference to Exhibit No. (3) of the
Kimberly-Clark Corporation Form 10-Q for the quarterly period ended
June 30, 1993
Exhibit No. (4). Copies of instruments defining the rights of holders of
long-term debt will be furnished to the Securities and Exchange Commission
on request
Exhibit No. (10)a. Kimberly-Clark Corporation 1976 Equity Participation Plan,
as amended effective December 19, 1991
Exhibit No. (10)b. Kimberly-Clark Corporation Management Achievement Award
Program, as amended as of January 1, 1993
Exhibit No. (10)c. Kimberly-Clark Corporation Executive Severance Plan,
incorporated by reference to Exhibit No. (10)c of the Kimberly-Clark
Corporation Form 10-K for the year ended December 31, 1992
Exhibit No. (10)d. Second Amended and Restated Deferred Compensation Plan for
Directors of Kimberly-Clark Corporation, incorporated by reference to
Exhibit No. (10)d of the Kimberly-Clark Corporation Form 10-K for the
year ended December 31, 1992
Exhibit No. (10)e. Kimberly-Clark Corporation 1986 Equity Participation Plan,
as amended effective February 11, 1993
Exhibit No. (10)f. Kimberly-Clark Corporation 1992 Equity Participation Plan,
as amended effective February 11, 1993
Exhibit No. (10)g. Kimberly-Clark Corporation Deferred Compensation
Plan, effective as of October 1, 1994
Exhibit No. (11). Statement re: computation of earnings per share
Exhibit No. (12). Computation of ratio of earnings to fixed charges
for the five years ended December 31, 1994
Exhibit No. (13). Portions of the Kimberly-Clark Corporation 1994 Annual
Report to Stockholders incorporated by reference in this Form 10-K
Exhibit No. (21). Consolidated Subsidiaries and Equity Companies of
Kimberly-Clark Corporation are identified in the Kimberly-Clark Corporation
1994 Annual Report to Stockholders, and such information is
incorporated in this Form 10-K by reference
Exhibit No. (23). Independent Auditors' Consent
Exhibit No. (24). Powers of Attorney
Exhibit No. (27). The Financial Data Schedule required by Item 601(b)(27) of
Regulation S-K has been included with the electronic filing of this
Form 10-K.