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<SEC-DOCUMENT>0000055785-03-000001.txt : 20030314
<SEC-HEADER>0000055785-03-000001.hdr.sgml : 20030314
<ACCEPTANCE-DATETIME>20030314145618
ACCESSION NUMBER: 0000055785-03-000001
CONFORMED SUBMISSION TYPE: 10-K
PUBLIC DOCUMENT COUNT: 16
CONFORMED PERIOD OF REPORT: 20021231
FILED AS OF DATE: 20030314
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: KIMBERLY CLARK CORP
CENTRAL INDEX KEY: 0000055785
STANDARD INDUSTRIAL CLASSIFICATION: PAPER MILLS [2621]
IRS NUMBER: 390394230
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 10-K
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-00225
FILM NUMBER: 03604021
BUSINESS ADDRESS:
STREET 1: P O BOX 619100
STREET 2: DFW AIRPORT STATION
CITY: DALLAS
STATE: TX
ZIP: 75261-9100
BUSINESS PHONE: 9722811200
MAIL ADDRESS:
STREET 1: 351 PHELPS DRIVE
CITY: IRVING
STATE: TX
ZIP: 75038
</SEC-HEADER>
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<TYPE>10-K
<SEQUENCE>1
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<DESCRIPTION>10-K
<TEXT>
FORM 10-K
UNITED STATES
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, 2002
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: (972) 281-1200
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
- ----------------------------------- -----------------------------------------
Common Stock - $1.25 Par Value New York Stock Exchange
Preferred Stock Purchase Rights Chicago Stock Exchange
Pacific 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. [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes X . No .
------ ------
The aggregate market value of the registrant's common stock held by
non-affiliates on June 30, 2002 (based on the closing stock price on the New
York Stock Exchange) on such date was approximately $32.1 billion.
(Continued)
<PAGE>
FACING SHEET
(Continued)
Documents Incorporated By Reference
Kimberly-Clark Corporation's 2002 Annual Report to Stockholders and 2003 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 table identifies the sections of this
Form 10-K which incorporate by reference portions of the Corporation's 2002
Annual Report to Stockholders and 2003 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
- ---------------------------------- -------------------------------
2002 Annual Report to Stockholders Part I
(Year ended December 31, 2002) Item 1. Business
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 7A. Quantitative and
Qualitative Disclosures
About Market Risk
Item 8. Financial Statements
and Supplementary Data
Part IV
Item 15. Exhibits,
Financial Statement
Schedules and Reports on
Form 8-K
2003 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 and
Related Stockholder Matters
Item 13. Certain
Relationships and
Related Transactions
<PAGE>
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 only to
Kimberly-Clark Corporation. Financial information by business segment and
geographic area, and information about principal products and markets of the
Corporation, contained under the caption "Management's Discussion and Analysis"
and in Note 16 to the Consolidated Financial Statements contained in the 2002
Annual Report to Stockholders, are incorporated in this Item 1 by reference.
Recent Developments. The Corporation is a global consumer products company based
on the strategy of building its personal care, consumer tissue and
business-to-business operations. Since 1998, the Corporation has completed about
20 acquisitions, each of which was accounted for as a purchase, in its core
businesses and approximately 5 strategic divestitures, including the following
transactions:
o On May 28, 1998, the Corporation purchased a 50 percent equity interest in
Klabin Tissue S.A. (now known as Klabin Kimberly S.A.), the leading tissue
manufacturer in Brazil.
o On July 21, 1998, the Corporation purchased an additional 10 percent
ownership interest in its Korean affiliate, YuHan-Kimberly, Limited,
increasing its ownership interest to 70 percent.
o On August 19, 1998, the Corporation sold the outstanding shares of K-C
Aviation Inc., a leading provider of business aviation services, to
Gulfstream Aerospace Corporation for $250 million in cash.
o On June 10, 1999, the Corporation purchased the European consumer and
away-from-home tissue businesses of Attisholz Holding AG for approximately
$365 million. The acquired businesses are located in Germany, Switzerland
and Austria.
o On September 23, 1999, the Corporation acquired Ballard Medical Products, a
leading maker of disposable medical devices for respiratory care,
gastroenterology and cardiology, at a cost of approximately $788 million,
including the value of common stock exchanged and other costs of the
transaction.
o On September 30, 1999, the Corporation completed the sale of approximately
460,000 acres of timberland in Alabama, Mississippi and Tennessee for notes
receivable having a face value of $397 million (and a fair value of
$383 million).
o On February 8, 2000, the Corporation acquired Safeskin Corporation
("Safeskin"), a leading maker of disposable gloves for health care,
high-technology and scientific industries, in a merger transaction in which
the outstanding Safeskin shares were converted into shares of
Kimberly-Clark common stock. The transaction was valued at approximately
$750 million.
o On July 5, 2000, the Corporation acquired a majority of the shares of
privately held S-K Corporation of Taiwan, which held trademark and
distribution rights in Taiwan for the Corporation's global brands including
Kleenex, Huggies and Kotex. Prior to the acquisition, the Corporation owned
approximately 3 percent of S-K Corporation.
<PAGE>
PART I
(Continued)
- --------------------------------------------------------------------------------
ITEM 1. BUSINESS (Continued)
o On December 20, 2000, the Corporation purchased an additional 33.3 percent
ownership interest in its Taiwanese affiliate, Taiwan Scott Paper
Corporation, increasing its ownership interest to 100 percent.
o On January 31, 2001, the Corporation acquired Linostar S.p.A., a leading
Italian-based diaper manufacturer that produced and marketed Lines, Italy's
second largest diaper brand.
o Prior to 2001, the Corporation and its joint venture partner, Amcor Limited
("Amcor"), held a 50/50 ownership interest in Kimberly-Clark Australia Pty.
Ltd. ("KCA"). In July 2001, the Corporation purchased an additional
5 percent ownership interest in KCA for A$77.5 million (approximately
$39 million), and exchanged options with Amcor for the purchase by the
Corporation of the remaining 45 percent ownership interest. In June 2002,
the Corporation exercised this option and purchased the remaining
45 percent interest from Amcor for A$697.5 million (approximately
$390 million). The acquisition of KCA reflects the Corporation's strategy
to expand its three business segments within Australia. As a result of
these transactions, KCA became a consolidated subsidiary effective
July 1, 2001 and a wholly-owned subsidiary on June 30, 2002.
In the fourth quarter of 1998, the Corporation announced a facilities
consolidation plan (the "1998 Plan"). The 1998 Plan, among other things,
resulted in further alignment of tissue manufacturing capacity with demand in
Europe, closure of a diaper manufacturing facility in Canada, shut down and
disposal of a tissue machine in Thailand, write down of certain excess feminine
care production equipment in North America and a reduction in the Corporation's
workforce of 814 employees. Costs for the 1998 Plan of $18.2 million,
$42.6 million and $49.1 million were recorded in 2000, 1999 and 1998,
respectively, and charged to cost of products sold. The year 2000 costs were
composed primarily of certain severance costs and charges for accelerated
depreciation for the Corporation's Larkfield, U.K. tissue manufacturing facility
that remained in use until it was shutdown in October 2000. The 1998 Plan was
completed as of December 31, 2000.
Description of the Corporation. The Corporation is principally engaged in the
manufacturing and marketing of a wide range of consumer and business-to-business
products around the world. Most of these products are made from natural or
synthetic fibers using advanced technologies in fibers, nonwovens and
absorbency.
The Corporation is organized into 12 operating segments based on product
groupings. These operating segments have been aggregated into three reportable
global business segments: Personal Care; Consumer Tissue; and
Business-to-Business. Each reportable segment is headed by an executive officer
who reports to our Chief Executive Officer and is responsible for the
development and execution of global strategies to drive growth and profitability
of the Corporation's worldwide personal care, consumer tissue and
business-to-business operations. These strategies include global plans for
branding and product positioning, technology and research and development
programs, cost reductions including supply chain management, and capacity and
capital investments for each of these businesses. The principal sources of
revenue in each of our global business segments are described below.
<PAGE>
PART I
(Continued)
- --------------------------------------------------------------------------------
ITEM 1. BUSINESS (Continued)
The Personal Care segment manufactures and markets disposable diapers, training
and youth pants and swimpants; feminine and incontinence care products; and
related products. Products in this segment are primarily for household use and
are sold under a variety of brand names, including Huggies, Pull-Ups, Little
Swimmers, GoodNites, Kotex, Lightdays, Depend, Poise and other brand names.
The Consumer Tissue segment manufactures and markets facial and bathroom tissue,
paper towels and napkins for household use; wet wipes; and related products.
Products in this segment are sold under the Kleenex, Scott, Cottonelle, Viva,
Andrex, Scottex, Page, Huggies and other brand names.
The Business-to-Business segment manufactures and markets facial and bathroom
tissue, paper towels, wipers and napkins for away-from-home use; health care
products such as surgical gowns, drapes, infection control products,
sterilization wraps, disposable face masks and exam gloves, respiratory
products, and other disposable medical products; printing, premium business and
correspondence papers; specialty and technical papers; and other products.
Products in this segment are sold under the Kimberly-Clark, Kleenex, Scott,
Kimwipes, WypAll, Surpass, Safeskin, Tecnol, Ballard and other brand names.
Products for household use are sold directly, and through wholesalers, to
supermarkets, mass merchandisers, drugstores, warehouse clubs, variety and
department stores and other retail outlets. Products for away-from-home use are
sold through distributors and directly to manufacturing, lodging, office
building, food service and health care establishments and other high volume
public facilities. Health care products are primarily sold to distributors,
converters and end-users. Paper products are sold directly to users, converters,
manufacturers, publishers and printers, and through paper merchants, brokers,
sales agents and other resale agencies.
Approximately 12 percent, 11 percent and 10 percent of net sales were to
Wal-Mart Stores, Inc. in 2002, 2001 and 2000, respectively, primarily in the
Personal Care and Consumer Tissue businesses.
Patents and Trademarks. The Corporation owns various patents and trademarks
registered domestically and in many foreign countries. The Corporation considers
the patents and trademarks which it owns and the trademarks under which it sells
certain of its products 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 "Additional Information - Trademarks" contained in
the 2002 Annual Report to Stockholders and is incorporated herein by reference.
Raw Materials. Superabsorbent materials are important components in disposable
diapers, training and youth pants and incontinence care products. Polypropylene
and other synthetics and chemicals are the primary raw materials for
manufacturing nonwoven fabrics, which are used in disposable diapers, training
and youth pants, wet wipes, feminine pads, incontinence and health care
products, and away-from-home wipers.
Cellulose fiber, in the form of kraft pulp or fiber recycled from recovered
pulp, is the primary raw material for the Corporation's tissue and paper
products and is an important component in disposable diapers, training pants,
feminine pads and incontinence care products.
<PAGE>
PART I
(Continued)
- --------------------------------------------------------------------------------
ITEM 1. BUSINESS (Continued)
Most recovered paper and synthetics are purchased from third parties. Pulp and
recycled fiber 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. See "Factors That May Affect Future Results - Raw
Materials."
The Corporation owns or controls approximately 5.9 million acres of forestland
in Canada, principally as a fiber source for pulp production, which is consumed
internally for tissue products. Approximately 1.0 million acres in the province
of Nova Scotia are owned by the Corporation, and approximately 4.9 million
acres, principally in the province of Ontario, are held under long-term Crown
rights or leases.
Competition. For a discussion of the competitive environment in which the
Corporation conducts its business, see "Factors That May Affect Future Results -
Competitive Environment."
Research and Development. A major portion of total research and development
expenditures is directed toward new or improved personal care, tissue and health
care products and nonwoven materials. Consolidated research and development
expense was $289.0 million in 2002, $295.3 million in 2001 and $277.4 million in
2000.
Environmental Matters. Total worldwide capital expenditures for voluntary
environmental controls or controls necessary to comply with legal requirements
relating to the protection of the environment at the Corporation's facilities
are expected to be approximately $42 million in 2003 and $36 million in 2004. Of
these amounts, approximately $31 million in 2003 and $9 million in 2004 are
expected to be spent at facilities in the U.S. For facilities outside of the
U.S., capital expenditures for environmental controls are expected to be
approximately $11 million in 2003 and $27 million in 2004.
Total worldwide operating expenses for environmental compliance are expected to
be approximately $163 million in 2003 and $170 million in 2004. Operating
expenses for environmental compliance with respect to U.S. facilities are
expected to be approximately $82 million in 2003 and $85 million in 2004.
Operating expenses for environmental compliance with respect to facilities
outside the U.S. are expected to be approximately $81 million in 2003 and
$85 million in 2004. Operating expenses include pollution control equipment
operation and maintenance costs, governmental payments, and research and
engineering costs.
Total environmental capital expenditures and operating expenses are not expected
to have a material effect on the Corporation's total capital and operating
expenditures, consolidated earnings or competitive position. However, current
environmental spending estimates could be modified as a result of changes in the
Corporation's plans, changes in legal requirements or other factors.
In connection with certain divestitures, including those described in "Recent
Developments," the Corporation has agreed to indemnify the purchasers of certain
divested businesses against certain environmental liabilities. Generally, these
indemnification obligations apply only to environmental liabilities which are
actually incurred by the purchaser within a specified time period after closing
and are limited to a specified dollar amount of coverage. The Corporation has
established appropriate accrued liabilities with respect thereto, and does not
otherwise consider these obligations to be material.
<PAGE>
PART I
(Continued)
- --------------------------------------------------------------------------------
ITEM 1. BUSINESS (Continued)
Employees. In its worldwide consolidated operations, the Corporation had
63,900 employees as of December 31, 2002.
Approximately 20 percent of the Corporation's United States workforce and
approximately 24 percent of the Corporation's workforce outside of the United
States are represented by unions. In the U.S., the largest concentration of
union membership is with the Paper, Allied-Industrial, Chemical & Energy Workers
International Union (PACE). Other employees are represented by the International
Brotherhood of Electrical Workers (IBEW), the International Association of
Machinists and Aerospace Workers (IAM), the Association of Western Pulp and
Paper Workers (AWPPW), the United Brotherhood of Carpenters and Joiners and
various independent unions. The Corporation's collective bargaining agreements
in the U.S. typically have a term of 5 to 6 years and provide for wage and
fringe benefit increases during the term. The agreements have staggered
termination dates.
Insurance. The Corporation maintains coverage consistent with industry practice
for most risks that are incident to its operations.
FACTORS THAT MAY AFFECT FUTURE RESULTS
Certain matters discussed in this Form 10-K, or documents a portion of which are
incorporated herein by reference, concerning, among other things, the business
outlook, including new product introductions, cost savings and acquisitions,
anticipated financial and operating results, strategies, contingencies and
contemplated transactions of the Corporation, constitute forward-looking
statements and are based upon management's expectations and beliefs concerning
future events impacting the Corporation. There can be no assurance that these
events will occur or that the Corporation's results will be as estimated.
The assumptions used as a basis for the forward-looking statements include many
estimates that, among other things, depend on the achievement of future cost
savings and projected volume increases. Furthermore, the Corporation has assumed
that it will continue to identify suitable acquisition candidates in those
product markets where it intends to grow by acquisition. In addition, many
factors outside the control of the Corporation, including the prices of the
Corporation's raw materials, potential competitive pressures on selling prices
or advertising and promotion expenses for the Corporation's products, and
fluctuations in foreign currency exchange rates, as well as general economic
conditions in the markets in which the Corporation does business, also could
impact the realization of such estimates.
The following factors, as well as factors described elsewhere in this Form 10-K,
or in other SEC filings, among others, could cause the Corporation's future
results to differ materially from those expressed in any forward-looking
statements made by, or on behalf of, the Corporation.
Such factors are described in accordance with the provisions of the Private
Securities Litigation Reform Act of 1995, which encourages companies to disclose
such factors.
<PAGE>
PART I
(Continued)
- --------------------------------------------------------------------------------
ITEM 1. BUSINESS (Continued)
Competitive Environment. The Corporation experiences intense competition for
sales of its principal products in its major markets, both domestically and
internationally. The Corporation's products compete with widely advertised,
well-known, branded products, as well as private label products, which are
typically sold at lower prices. The Corporation has several major competitors in
most of its markets, some of which are larger and more diversified than the
Corporation. The principal methods and elements of competition include brand
recognition and loyalty, product innovation, quality and performance, price, and
marketing and distribution capabilities. Inherent risks in the Corporation's
competitive strategy include uncertainties concerning trade and consumer
acceptance, the effects of recent consolidations of retailers and distribution
channels, and competitive reaction. Aggressive competitive reaction may lead to
increased advertising and promotional spending by the Corporation in order to
maintain market share. Increased competition with respect to pricing would
reduce revenue and could have an adverse impact on the Corporation's financial
results. In addition, the Corporation relies on the development and introduction
of new or improved products as a means of achieving and/or maintaining category
leadership. In order to maintain its competitive position, the Corporation must
develop technology to support its products.
Cost Savings Strategy. The Corporation's anticipated cost savings are expected
to result from reducing material costs and manufacturing waste and realizing
productivity gains and distribution efficiencies in each of its business
segments. The Corporation's strategic investments in its information systems
should also allow further cost savings through streamlining of its back office
operations. There can be no assurance that such cost savings will be achieved.
Raw Materials. Cellulose fiber, in the form of kraft pulp or recycled fiber, is
used extensively in the Corporation's tissue and paper products and is subject
to significant price fluctuations due to the cyclical nature of the pulp
markets. Recycled fiber accounts for approximately 30 percent of the
Corporation's overall fiber requirements. On a worldwide basis, the
Corporation's internally manufactured pulp supplies approximately 40 percent of
its virgin fiber requirements.
The Corporation still intends to reduce its level of pulp integration, when
market conditions permit, to approximately 20 percent, and such a reduction in
pulp integration, if accomplished, could increase the Corporation's commodity
price risk. Specifically, increases in pulp prices could adversely affect the
Corporation's earnings if selling prices for its finished products are not
adjusted or if such adjustments significantly trail the increases in pulp
prices. Derivative instruments have not been used to manage these risks.
Polymer resins, principally polypropylene, are used extensively in the
Corporation's products, such as diapers, training and youth pants, and
incontinence care products. Polymer resins, which are principally derived from
petroleum, may be subject to price fluctuations. The Corporation purchases
polymer resins from a number of suppliers. Significant increases in resin prices
could adversely affect the Corporation's earnings if selling prices for its
finished products are not adjusted or if adjustments significantly trail the
increases in resin prices.
<PAGE>
PART I
(Continued)
- --------------------------------------------------------------------------------
ITEM 1. BUSINESS (Continued)
Energy Costs. The Corporation's manufacturing operations utilize electricity,
natural gas and petroleum-based fuels. To insure that it uses all forms of
energy cost-effectively, the Corporation maintains ongoing energy efficiency
improvement programs at all of its manufacturing sites and also provides expert
staff assistance to operating units in negotiating favorable utility and other
energy supply agreements. The Corporation's contracts with energy suppliers vary
as to price, payment terms, quantities and duration. Kimberly-Clark's energy
costs are also affected by various market factors including the availability of
supplies of particular forms of energy, energy prices and local and national
regulatory decisions. There can be no assurance that the Corporation will be
fully protected against substantial changes in the price or availability of
energy sources. Derivative instruments are used to hedge natural gas price risk
when management deems it prudent to do so.
Acquisition Strategy. The Corporation's anticipated financial results and
business outlook are, in part, dependent upon the availability of suitable
acquisition candidates. The Corporation could encounter significant challenges
in locating suitable acquisition candidates that are consistent with its
strategic objectives and will contribute to its long-term success. Furthermore,
there can be no assurance that any such acquired business can or will be
successfully integrated with the Corporation's businesses in order to provide
anticipated synergies and earnings growth.
Volume Forecasting. The Corporation's anticipated financial results reflect
forecasts of future volume increases in the sales of its products. Challenges in
such forecasting include anticipating consumer preferences, estimating sales of
new products, estimating changes in population characteristics (such as birth
rates and changes in per capita income), anticipating changes in technology and
competitive responses and estimating the acceptance of the Corporation's
products in new markets. As a result, there can be no assurance that the
Corporation's volume increases will occur as estimated.
Foreign Market Risks. Because the Corporation and its equity companies have
manufacturing facilities in 42 countries and their products are sold in more
than 150 countries, the Corporation's results may be substantially affected by
foreign market risks. The Corporation is subject to the impact of economic and
political instability in developing countries. The extremely competitive
situation in European personal care and tissue markets, and the challenging
economic environments in Argentina, Brazil, Mexico, Venezuela and developing
countries in eastern Europe, Asia and Latin America, may slow the Corporation's
sales growth and earnings potential. In addition, the Corporation is subject to
the strengthening and weakening of various currencies against each other and
local currencies versus the U.S. dollar. Transaction exposure, arising from
transactions and commitments denominated in non-local currency, is selectively
hedged (through foreign currency forward and swap contracts). See "Management's
Discussion and Analysis - Risk Sensitivity", contained in the 2002 Annual Report
to Stockholders, which is incorporated herein by reference. Translation exposure
for the Corporation with respect to foreign operations is generally not hedged.
There can be no assurance that the Corporation will be fully protected against
substantial foreign currency fluctuations.
Contingencies. The costs and other effects of pending litigation and
administrative actions against the Corporation cannot be determined with
certainty. Although management believes that no such proceedings will have a
material adverse effect on the Corporation, there can be no assurance that the
outcome of such proceedings will be as expected. See "Item 3. Legal
Proceedings."
<PAGE>
PART I
(Continued)
- --------------------------------------------------------------------------------
ITEM 1. BUSINESS (Continued)
One of the Corporation's North American tissue mills has an agreement to provide
its local utility company a specified amount of electric power per year for the
next 16 years. In the event that the mill was shut down, the Corporation would
be required to continue to operate the power generation facility on behalf of
its owner, the local utility company. The net present value of the cost to
fulfill this agreement as of December 31, 2002 is estimated to be approximately
$87 million. However, management considers the probability of closure of this
mill to be remote.
AVAILABLE INFORMATION
The Corporation makes available financial information, news releases and other
information on the Corporation's Web site at www.kimberly-clark.com. There is a
direct link from the Web site to the Corporation's Securities and Exchange
Commission filings via the EDGAR database, where the Corporation's annual
reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form
8-K, and any amendments to those reports filed or furnished pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 are available free of
charge as soon as reasonably practicable after the Corporation files such
reports and amendments with, or furnishes them to, the Securities and Exchange
Commission. Stockholders may also contact Stockholder Services, P.O. Box 612606,
Dallas, Texas 75261-2606 or call 972-281-1521 to obtain a hard copy of these
reports without charge.
<PAGE>
PART I
(Continued)
- --------------------------------------------------------------------------------
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 generally operate at or
near capacity, except in certain instances such as when new products or
technology are being introduced or when mills are being shut down. Certain
facilities of the Corporation are being expanded. Various facilities contain
pollution control, solid waste disposal and other equipment which have been
financed through the issuance of industrial revenue or similar bonds and are
held by the Corporation under lease or installment purchase agreements.
The principal facilities of the Corporation (including the Corporation's equity
companies) and the products or groups of products made at such facilities are as
follows:
Headquarters Locations
Dallas, Texas
Roswell, Georgia
Neenah, Wisconsin
Reigate, United Kingdom
Bangkok, Thailand
Administrative Centers
Knoxville, Tennessee
Brighton, United Kingdom
Worldwide Production and Service Facilities
United States
Alabama
Mobile - tissue products
Arizona
Tucson - health care products
Arkansas
Conway - feminine care and incontinence care products and nonwovens
Maumelle - wet wipes and nonwovens
California
Fullerton - tissue products
San Diego - health care products
Connecticut
New Milford - diapers and tissue products
Georgia
LaGrange - nonwovens
Idaho
Pocatello - respiratory care and gastroenterology products
Kentucky
Owensboro - tissue products
Michigan
Munising - technical papers
<PAGE>
PART I
(Continued)
- --------------------------------------------------------------------------------
ITEM 2. PROPERTIES (Continued)
Mississippi
Corinth - nonwovens, wipers and towels
Hattiesburg - tissue products
North Carolina
Hendersonville - nonwovens
Lexington - nonwovens
Oklahoma
Jenks - tissue products
Pennsylvania
Chester - tissue products
South Carolina
Beech Island - diapers and tissue products
Tennessee
Loudon - tissue products
Texas
Del Rio - health care products
Fort Worth - health care products
Paris - diapers and training and youth pants
San Antonio - personal cleansing products and systems
Utah
Draper - respiratory care and gastroenterology products
Ogden - diapers
Washington
Everett - tissue products and pulp
Wisconsin
Marinette - tissue products
Neenah - diapers, training, feminine care and incontinence care products,
business and correspondence papers and nonwovens
Whiting - business and correspondence papers
Outside the United States
Argentina
* Bernal - tissue products
Pilar - feminine care and incontinence care products
San Luis - diapers
Australia
Albury - nonwovens
Ingleburn - diapers
Lonsdale - diapers and feminine care and incontinence care products
Millicent - pulp and tissue products
Tantanoola - pulp
Warwick Farm - tissue products
Bahrain
* East Riffa - tissue products
* Equity company production facility
<PAGE>
PART I
(Continued)
- --------------------------------------------------------------------------------
ITEM 2. PROPERTIES (Continued)
Belgium
Duffel - tissue products
Bolivia
La Paz - tissue products
Santa Cruz - diapers and feminine care and tissue products
Brazil
* Bahia - tissue products
* Correia Pinto - tissue products
* Cruzeiro - tissue products
* Mogi das Cruzes - tissue products
Porto Alegre - feminine care products
* Sao Paulo - tissue products
Suzano - diapers, wet wipes and incontinence care products
Canada
Huntsville, Ontario - tissue products and wipers
New Glasgow, Nova Scotia - pulp
St. Hyacinthe, Quebec - feminine care and incontinence care products
Terrace Bay, Ontario - pulp
Chile
Colina - tissue products
Santiago - diapers and feminine care products
China
Beijing - feminine care products and diapers
Chengdu - feminine care products
Guangzhou - tissue products
Nanjing - feminine care products
Shanghai - tissue products
Wuhan - feminine care products
Colombia
Barbosa - notebooks, business and correspondence papers and wipers
Guarne - tissue products
Pereira - tissue products and diapers
Puerto Tejada - tissue products
Tocancipa - diapers and feminine care products
* Villa Rica - diapers and incontinence care products
Costa Rica
Belen - tissue products
Cartago - diapers and feminine care and incontinence care products
Czech Republic
Jaromer - diapers and incontinence care products
Litovel - feminine care products
Dominican Republic
Santo Domingo - tissue products
* Equity company production facility
<PAGE>
PART I
(Continued)
- --------------------------------------------------------------------------------
ITEM 2. PROPERTIES (Continued)
Ecuador
Babahoyo - tissue products
Mapasingue - tissue products, diapers and feminine care products
El Salvador
Sitio del Nino - tissue products
France
Rouen - tissue products
Villey-Saint-Etienne - tissue products
Germany
Forchheim - feminine care and incontinence care products
Koblenz - tissue products
Mainz - tissue products
Reisholz - tissue products
Guatemala
Poza Verde - tissue products
Honduras
Villanueva - health care products
India
* Pune - feminine care products and diapers
Indonesia
Jakarta - tissue products
* Medan - specialty papers
Israel
Afula - diapers and feminine care and incontinence care products
Hadera - tissue products
Nahariya - tissue products
Italy
Alanno - tissue products
Patrica - diapers
Romagnano - tissue products
Villanovetta - tissue products
Japan
Shiga - soap
Korea
Anyang - feminine care products, diapers and tissue products
Kimcheon - tissue products and nonwovens
Taejon - feminine care products, diapers and nonwovens
Malaysia
Kluang - tissue products, feminine care products and diapers
* Equity company production facility
<PAGE>
PART I
(Continued)
- --------------------------------------------------------------------------------
ITEM 2. PROPERTIES (Continued)
Mexico
Acuna - health care products
* Bajio - tissue products, fine papers and notebooks
* Cuautitlan - feminine care products, diapers and nonwovens
* Ecatepec - tissue products
Empalme - health care products
Magdalena - health care products
* Morelia - tissue products, pulp and fine papers
* Naucalpan - tissue products and specialty papers
Nogales - health care products
* Orizaba - tissue products, fine papers and pulp
* Ramos Arizpe - tissue products and diapers
* San Rafael - fine papers
* Texmelucan - tissue products
* Tlaxcala - diapers, nonwovens and wet wipes
Peru
Puente Piedra - tissue products
Villa - diapers and feminine care and incontinence care products
Philippines
San Pedro, Laguna - feminine care products, diapers, tissue products and
specialty papers
Puerto Rico
Toa Alta - diapers
Saudi Arabia
* Al-Khobar - diapers and feminine care and tissue products
Slovak Republic
Piestany - health care products
South Africa
Cape Town - tissue, feminine care and incontinence care products
Springs - tissue products and diapers
Spain
Aranguren - tissue products
Arceniega - tissue products and personal cleansing products and systems
Calatayud - diapers
Salamanca - tissue products
Telde, Canary Islands - tissue products
Switzerland
Balsthal - tissue products and specialty papers
Niederbipp - tissue products
Reichenburg - tissue products
Taiwan
Chung Li -tissue products, feminine care products and diapers
Hsin-Ying - tissue products
Neihu - feminine care products and diapers
Ta-Yuan - tissue products
* Equity company production facility
<PAGE>
PART I
(Continued)
- --------------------------------------------------------------------------------
ITEM 2. PROPERTIES (Continued)
Thailand
Hat Yai - disposable gloves
Pathumthani - feminine care products, diapers and tissue products
Samut Prakarn - tissue products
Turkey
Istanbul - diapers
United Kingdom
Barrow - tissue products
Barton-upon-Humber - diapers
Flint - tissue products and nonwovens
Northfleet - tissue products
Venezuela
Maracay - tissue products and diapers
Vietnam
Binh Duong - feminine care products
Hanoi - feminine care products
<PAGE>
PART I
(Continued)
- --------------------------------------------------------------------------------
ITEM 3. LEGAL PROCEEDINGS
The following is a brief description of certain legal and administrative
proceedings to which the Corporation or its subsidiaries is a party or to which
the Corporation's or its subsidiaries' properties are subject. In management's
opinion, none of the legal and administrative proceedings described below,
individually or in the aggregate, is expected to have a material adverse effect
on the Corporation's business, financial condition or results of operations.
As of December 31, 2002, approximately 165 product liability lawsuits seeking
monetary damages, in most cases of an unspecified amount, are pending in federal
and state courts against Safeskin. Safeskin is typically one of several
defendants who manufacture or sell natural rubber latex gloves. These lawsuits
allege injuries ranging from dermatitis to severe allergic reactions caused by
the residual chemicals or latex proteins in gloves worn by health care workers
and other individuals while performing their duties. Safeskin has referred the
defense of these lawsuits to its insurance carriers and management believes its
insurance coverage is adequate for these types of claims.
Safeskin and certain of its former officers and directors are defendants in two
cases filed in 1999, prior to the acquisition of Safeskin by the Corporation.
One case is a class action lawsuit alleging violations of the federal securities
laws and the other is a shareholder derivative action alleging breach of
fiduciary duty, waste of corporate assets and gross negligence in connection
with a stock repurchase program undertaken by Safeskin. In December 2002, a
settlement agreement was entered into pursuant to which all claims against
Safeskin and the other defendants in these two cases are to be released and
dismissed with prejudice and without admission of liability or wrongdoing by any
party in exchange for $55 million, most of which is covered by insurance. The
Corporation recorded a charge of $21 million in the fourth quarter of 2002
related to this matter. The settlement is subject to notice to the class and
approval by the U.S. District Court for the Southern District of California.
Court approval is expected in March 2003.
As of December 31, 2002, the Corporation, along with many other nonaffiliated
companies, was a party to lawsuits with allegations of personal injury resulting
from asbestos exposure on the defendants' premises and allegations that the
defendants manufactured, sold, distributed or installed products which cause
asbestos-related lung disease. These general allegations are often made against
the Corporation without any apparent evidence or identification of a specific
product or premises of the Corporation. The Corporation has denied the
allegations and raised numerous defenses in all of these asbestos cases. All
asbestos claims have been tendered to the Corporation's insurance carriers for
defense and indemnity. The Corporation's financial statements reflect
appropriate accruals for its portion of the costs estimated to be incurred in
connection with settling these claims.
The Corporation 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, financial condition or results of
operations.
<PAGE>
PART I
(Continued)
- --------------------------------------------------------------------------------
ITEM 3. LEGAL PROCEEDINGS (Continued)
Environmental Matters
- ---------------------
The Corporation is subject to federal, state and local environmental protection
laws and regulations with respect to its business operations and is operating in
compliance with, or taking action aimed at ensuring compliance with, such laws
and regulations. Compliance with these laws and regulations is not expected to
have a material adverse effect on the Corporation's business, financial
condition or results of operations.
The Corporation has been named a potentially responsible party under the
provisions of the federal Comprehensive Environmental Response, Compensation and
Liability Act, or analogous state statutes, at a number of waste disposal sites,
none of which, individually or in the aggregate, in management's opinion, is
likely to have a material adverse effect on the Corporation's business,
financial condition or results of operations.
<PAGE>
PART II
- --------------------------------------------------------------------------------
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
EXECUTIVE OFFICERS OF THE REGISTRANT
The names and ages of the executive officers of the Corporation as of March 1,
2003, together with certain biographical information, are as follows:
Robert E. Abernathy, 48, was elected Group President effective January 1, 1997.
He is responsible for the global Business-to-Business segment which includes the
K-C Professional Tissue and Wiper business, the Health Care business, Nonwovens
manufacturing, Research and Sales functions, the Technical Paper business, the
Neenah Paper business and the Energy and Environment organization. Mr. Abernathy
joined the Corporation in 1982. His past responsibilities in the Corporation
have included operations and major project management in North America. He was
appointed Vice President - North American Diaper Operations in 1992 and Managing
Director of Kimberly-Clark Australia Pty. Limited in 1994.
Mark A. Buthman, 42, was elected Senior Vice President and Chief Financial
Officer effective January 1, 2003. Mr. Buthman joined the Corporation in 1982.
He has held various positions of increasing responsibility in the operations,
finance and strategic planning areas of the Corporation. Mr. Buthman was
appointed Vice President of Finance in 2002 and Vice President of Strategic
Planning and Analysis in 1997.
O. George Everbach, 64, was elected Senior Vice President - Law and Government
Affairs in 1988. Mr. Everbach joined the Corporation in 1984. His
responsibilities 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, 44, was elected Chairman of the Board and Chief Executive
Officer in February 2003 and President and Chief Executive Officer in September
2002. Prior to that, he served as President and Chief Operating Officer of the
Corporation since his election in 1999. Mr. Falk previously had been elected
Group President - Global Tissue, Pulp and Paper in 1998, where he was
responsible for the Corporation's global tissue businesses. He also was
responsible for the Wet Wipes and Neenah Paper sectors, Pulp Operations and
Consumer Business Services, Environment and Energy and Human Resources
organizations. Mr. Falk joined the Corporation in 1983 and has held other senior
management positions in the Corporation. He has been a director of the
Corporation since 1999.
Steven R. Kalmanson, 50, was elected Group President in January 1996. He is
responsible for the Consumer Tissue segment, which includes the Family Care and
Wet Wipes businesses, Pulp Operations and North America Supply Chain and
Logistics organizations. Mr. Kalmanson joined the Corporation in 1977. His past
responsibilities have included various marketing positions within the consumer
products businesses. He was appointed President, Adult Care in 1990, President,
Child Care in 1991 and President, Family Care in 1995.
<PAGE>
PART II
(Continued)
- --------------------------------------------------------------------------------
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS (Continued)
Kathi P. Seifert, 53, was elected Executive Vice President in November 1999. She
is responsible for the Personal Care segment which includes the Infant Care,
Child Care, Feminine Care and Adult Care businesses, and the Safety and Quality
Assurance team and the U.S. and Canadian Sales organizations. Ms. Seifert joined
the Corporation in 1978. Her responsibilities in the Corporation have included
various marketing positions within the K-C Professional, Consumer Tissue and
Feminine Care businesses. She was appointed President - Feminine Care in 1991,
was elected Group President - Feminine and Adult Care in 1994, elected Group
President - North American Consumer Products in January 1995, elected Group
President - North American Personal Care Products in July 1995 and elected Group
President - Global Personal Care Products in April 1998. Ms. Seifert is a member
of the board of directors of Eli Lilly and Company, the U.S. Fund for UNICEF,
Theda Care Health Group and The Fox Cities Performing Arts Center.
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
MATTERS
The dividend and market price data included in Note 14 to the Consolidated
Financial Statements, and the information set forth under the captions
"Additional Information - Dividends and Dividend Reinvestment Plan" and
"Additional Information - Stock Exchanges" contained in the 2002 Annual Report
to Stockholders are incorporated in this Item 5 by reference.
As of March 12, 2003, the Corporation had 37,731 holders of record of its
common stock.
<PAGE>
PART II
(Continued)
- --------------------------------------------------------------------------------
ITEM 6. SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>
Year Ended December 31(a)
(Millions of dollars, -----------------------------------------------------------------------------
except per share amounts) 1998(b) 1999 2000 2001 2002
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net Sales.................................. $11,261.4 $11,901.0 $12,909.5 $13,287.6 $13,566.3
Gross Profit............................... 3,557.1 4,215.5 4,676.7 4,669.6 4,815.6
Operating Profit........................... 1,697.7 2,435.4 2,633.8 2,338.2 2,463.8
Share of Net Income of
Equity Companies........................ 137.1 189.6 186.4 154.4 113.3
Income from Continuing
Operations Before
Cumulative Effect of
Accounting Change....................... 1,114.3 1,668.1 1,800.6 1,609.9 1,686.0
Per Share Basis:
Basic................................. 2.02 3.11 3.34 3.04 3.26
Diluted............................... 2.01 3.09 3.31 3.02 3.24
Net Income................................. 1,103.1 1,668.1 1,800.6 1,609.9 1,674.6
Per Share Basis:
Basic................................. 2.00 3.11 3.34 3.04 3.24
Diluted............................... 1.99 3.09 3.31 3.02 3.22
Cash Dividends Per Share
Declared................................ 1.00 1.04 1.08 1.12 1.20
Paid.................................... .99 1.03 1.07 1.11 1.18
Total Assets............................... $11,687.8 $12,815.5 $14,479.8 $15,007.6 $15,585.8
Long-Term Debt............................. 2,068.2 1,926.6 2,000.6 2,424.0 2,844.0
Stockholders' Equity....................... 4,031.5 5,093.1 5,767.3 5,646.9 5,650.3
<FN>
(a) During 2001, the Emerging Issues Task Force ("EITF") of the Financial Accounting Standards Board ("FASB") issued EITF 01-9,
Accounting for Consideration Given by a Vendor to a Customer or a Reseller of the Vendor's Products. Under EITF 01-9, the
cost of promotion activities offered to customers is classified as a reduction in sales revenue. In addition, the estimated
redemption value of consumer coupons is required to be recorded at the time the coupons are issued and classified as a
reduction in sales revenue. The Corporation adopted EITF 01-9 effective January 1, 2002, and reclassified the face value of
coupons and other applicable promotional activities from expense to a reduction in revenue, which reduced net sales by
$1.0 billion for 1998, $1.1 billion for 1999, $1.1 billion for 2000 and $1.2 billion for 2001. The adoption of EITF 01-9 did
not change reported earnings for prior years but did require the recording of a cumulative effect of a change in accounting
principle in 2002, equal to an after-tax charge of approximately $.02 per share, which resulted from a change in the period
for recognizing the face value of coupons.
(b) The Corporation adopted Statement of Position 98-5, Reporting on the Costs of Start-up Activities, effective January 1, 1998,
and restated 1998 first quarter results to record a pretax charge of $17.8 million, $11.2 million after taxes, or $.02 per
share, as the cumulative effect of this accounting change.
</FN>
</TABLE>
<PAGE>
PART II
(Continued)
- --------------------------------------------------------------------------------
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 2002 Annual Report to Stockholders is incorporated in
this Item 7 by reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information set forth under the caption "Management's Discussion and
Analysis - Risk Sensitivity" contained in the 2002 Annual Report to Stockholders
is incorporated in this Item 7A by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The consolidated financial statements of the Corporation and its consolidated
subsidiaries and the independent auditors' report thereon contained in the 2002
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.
<PAGE>
PART III
- --------------------------------------------------------------------------------
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The section of the 2003 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 2003 Proxy Statement captioned "Executive
Compensation" is incorporated in this Item 11 by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The information in the section of the 2003 Proxy Statement captioned "Security
Ownership of Management" under "Proposal 1. Election of Directors" is
incorporated in this Item 12 by reference.
Equity Plans
The following table gives information about the Corporation's common stock that
may be issued upon the exercise of options, warrants and rights under all of the
Corporation's equity compensation plans as of December 31, 2002.
<TABLE>
<CAPTION>
Number of securities
remaining available for
Number of securities to Weighted-average future issuance under equity
be issued upon exercise exercise price of compensation plans
of outstanding options, outstanding options, (excluding securities
warrants and rights warrants and rights reflected in column (a))
Plan category (a) (b) (c)
- ------------------------------- -------------------------- ----------------------- ------------------------------
<S> <C> <C> <C>
Equity compensation plans
approved by stockholders (1) 28,187,240 (2) $55.13 23,736,628 (3)
Equity compensation plans not
approved by stockholders (4) 1,683,393 (5)(6) $52.73 (6) 938,207
Total 29,870,633 $55.00 24,674,835
</TABLE>
<PAGE>
PART III
(Continued)
- --------------------------------------------------------------------------------
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS (Continued)
(1) Includes the 1992 Equity Participation Plan and 2001 Equity Participation
Plan.
(2) Does not include 126,372 restricted share units granted under the 2001
Equity Participation Plan. Upon vesting, a share of the Corporation's
common stock is issued for each restricted share unit.
(3) Includes 2,443,828 shares that may be granted as restricted shares or
restricted share units under the 2001 Equity Participation Plan.
(4) Includes the 125th Anniversary Options Program, Outside Directors
Compensation Plan, 1999 Restricted Stock Plan and certain acquired
equity compensation plans.
(5) Does not include 126,506 restricted share units granted under the 1999
Restricted Stock Plan. Upon vesting, a share of the Corporation's
common stock is issued for each restricted share unit.
(6) Does not include 437,588 options at a weighted-average exercise price
of $39.15 granted, and 6,295 shares of the Corporation's common stock
that may be issued, under equity compensation plans assumed by the
Corporation in connection with acquisitions to honor existing
obligations of acquired entities. The Corporation will not make any
additional grants or awards under such plans, although the terms of one
acquired deferred compensation plan provide for issuance of a
de minimus number of shares of the Corporation's common stock for
reinvested dividends on deferred amounts.
125th Anniversary Options Program
- ---------------------------------
In 1997, approximately 57,000 employees worldwide were granted approximately
3,200,000 stock options and 200,000 stock appreciation rights under the
Corporation's 125th Anniversary Options Program, approved by the Corporation's
board of directors. Employees were granted options to purchase a fixed number of
shares, ranging from 25 to 125 shares per employee, of common stock at a price
equal to the fair market value of the Corporation's stock at the date of grant.
These grants generally became exercisable after the third anniversary of the
grant date and have a term of seven years. The Corporation is no longer granting
options under this program.
1999 Restricted Stock Plan
- --------------------------
In 1999, the Corporation's board of directors approved the 1999 Restricted Stock
Plan under which certain key employees could be granted, in the aggregate, up to
2,500,000 shares of the Corporation's common stock or awards of restricted stock
units. These restricted stock awards vest and become unrestricted shares in
three to ten years from the date of grant. Although plan participants are
entitled to cash dividends and may vote such awarded shares, the sale or
transfer of such shares is limited during the restricted period. The market
value of the Corporation's stock at the date of grant determines the value of
the restricted stock award. Although no additional awards can be granted under
this plan, unvested restricted share units are credited with dividends that are
converted to additional restricted share units.
<PAGE>
PART III
(Continued)
- --------------------------------------------------------------------------------
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS (Continued)
Outside Directors Compensation Plan
- -----------------------------------
In 2001, the Corporation's board of directors approved the Outside Directors
Compensation Plan. This Plan was amended and restated effective January 1, 2003.
A maximum of 1,000,000 shares of the Corporation's common stock is available for
grant under this plan. Each director who is not an officer or employee of the
Corporation or any of its subsidiaries, affiliates or equity companies (an
"Outside Director"), is granted an annual option to purchase 2,500 shares of the
Corporation's common stock. Each Outside Director who serves as chair of the
Audit, Compensation, or Nominating and Corporate Governance Committee is granted
an additional option to purchase 300 shares for each chair position held during
the year. Outside Directors may also elect to receive a portion of their cash
compensation in additional stock options under this plan. Options become
exercisable one year from the date of grant, at an option price equal to the
fair market value of the Corporation's common stock on the date of grant, and
expire after ten years, except under certain circumstances, including a change
in control of the Corporation. The Corporation's board of directors may also
grant awards in the form of stock, stock appreciation rights, restricted shares,
restricted share units, or any combination of cash, options, stock, stock
appreciation rights, restricted shares or restricted share units under this
plan.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information in the section of the 2003 Proxy Statement captioned "Certain
Transactions and Business Relationships" under "Proposal 1. Election of
Directors" is incorporated in this Item 13 by reference.
ITEM 14. CONTROLS AND PROCEDURES
As of December 31, 2002, an evaluation was performed under the supervision and
with the participation of the Corporation's management, including the Chief
Executive Officer and Chief Financial Officer, of the effectiveness of the
design and operation of the Corporation's disclosure controls and procedures.
Based on that evaluation, the Corporation's management, including the Chief
Executive Officer and Chief Financial Officer, concluded that the Corporation's
disclosure controls and procedures were effective as of December 31, 2002. There
have been no significant changes in the Corporation's internal controls or in
other factors that could significantly affect internal controls subsequent to
December 31, 2002, the date of the most recent evaluation of internal controls.
<PAGE>
PART IV
- --------------------------------------------------------------------------------
ITEM 15. 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, 2002 and 2001, and the related
Consolidated Statements of Income, Stockholders' Equity and Cash Flow for the
years ended December 31, 2002, 2001 and 2000, and the related Notes thereto, and
the Independent Auditors' Report of Deloitte & Touche LLP thereon are
incorporated in Part II, Item 8 of this Form 10-K by reference to the financial
statements contained in the 2002 Annual Report to Stockholders. In addition, a
related report of Deloitte & Touche LLP is included herein.
2. Financial statement schedule:
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 2002 Annual Report
to Stockholders.
Independent Auditors' Report
Schedule for Kimberly-Clark Corporation and Subsidiaries:
Schedule 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, dated June 12, 1997,
incorporated by reference to Exhibit No. (3)a of the Corporation's Annual Report
on Form 10-K for the year ended December 31, 1999.
Exhibit No. (3)b. By-Laws, as amended November 12, 2002.
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. Management Achievement Award Program, as amended and
restated, incorporated by reference to Exhibit No. (10)a of the Corporation's
Annual Report on Form 10-K for the year ended December 31, 1997.
Exhibit No. (10)b. Executive Severance Plan, as amended and restated.
Exhibit No. (10)c. Fourth Amended and Restated Deferred Compensation Plan for
Directors, incorporated by reference to Exhibit No. (10)c of the Corporation's
Annual Report on Form 10-K for the year ended December 31, 1996.
<PAGE>
PART IV
(Continued)
- --------------------------------------------------------------------------------
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(Continued)
Exhibit No. (10)d. Executive Officer Achievement Award Program.
Exhibit No. (10)e. 1992 Equity Participation Plan, as amended, incorporated by
reference to Exhibit No. (10)e of the Corporation's Annual Report on Form 10-K
for the year ended December 31, 2000.
Exhibit No. (10)f. Deferred Compensation Plan, as amended.
Exhibit No. (10)g. Outside Directors' Stock Compensation Plan, as amended.
Exhibit No. (10)h. Supplemental Benefit Plan to the Kimberly-Clark Corporation
Pension Plan, as amended.
Exhibit No. (10)i. Second Supplemental Benefit Plan to the Kimberly-Clark
Corporation Pension Plan, as amended and restated.
Exhibit No. (10)j. Retirement Contribution Excess Benefit Program, as amended
and restated, incorporated by reference to Exhibit No. (10)j of the
Corporation's Annual Report on Form 10-K for the year ended December 31, 2000.
Exhibit No. (10)k. 1999 Restricted Stock Plan, as amended, incorporated by
reference to Exhibit No. (10)k of the Corporation's Annual Report on Form 10-K
for the year ended December 31, 2000.
Exhibit No. (10)l. Outside Directors' Compensation Plan, as amended and
restated.
Exhibit No. (10)m. 2001 Equity Participation Plan, incorporated by reference to
Exhibit No. (10)m of the Corporation's Annual Report on Form 10-K for the year
ended December 31, 2001.
Exhibit No. (12). Computation of ratio of earnings to fixed charges for the
five years ended December 31, 2002.
Exhibit No. (13). Portions of the Corporation's 2002 Annual Report to
Stockholders incorporated by reference in this Form 10-K.
Exhibit No. (21). Subsidiaries of the Corporation.
Exhibit No. (23). Independent Auditors' Consent.
Exhibit No. (24). Powers of Attorney.
Exhibit No. (99.1). Certification Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Exhibit No. (99.2). Certification Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
<PAGE>
PART IV
(Continued)
- --------------------------------------------------------------------------------
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(Continued)
(b) Report on Form 8-K
The Corporation filed the following Current Report on Form 8-K since
October 1, 2002:
1. Current Report on Form 8-K, dated December 11, 2002, to report the text of
(i) a press release issued on December 11, 2002 regarding fourth quarter
2002 guidance and the 2003 business outlook and (ii) a conference call
webcasted on December 11, 2002 regarding the 2003 business outlook.
<PAGE>
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 14, 2003
By: /s/ Mark A. Buthman
-------------------------
Mark A. Buthman
Senior Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
/s/ Thomas J. Falk Chairman of the Board March 14, 2003
- ------------------- and Chief Executive Officer
Thomas J. Falk and Director
(principal executive officer)
/s/ Mark A. Buthman Senior Vice President and March 14, 2003
- ------------------- Chief Financial Officer
Mark A. Buthman (principal financial officer)
/s/ Randy J. Vest Vice President and March 14, 2003
- ------------------- Controller
Randy J. Vest (principal accounting officer)
Directors
Dennis R. Beresford Claudio X. Gonzalez
John F. Bergstrom Mae C. Jemison
Pastora San Juan Cafferty Linda Johnson Rice
Paul J. Collins Wolfgang R. Schmitt
Robert W. Decherd Marc J. Shapiro
Thomas J. Falk Randall L. Tobias
William O. Fifield
By: /s/ O. George Everbach March 14, 2003
-------------------------------------
O. George Everbach, Attorney-in-Fact
<PAGE>
CERTIFICATIONS
I, Thomas J. Falk, Chief Executive Officer of Kimberly-Clark Corporation,
certify that:
1. I have reviewed this annual report on Form 10-K of Kimberly-Clark
Corporation (the "registrant");
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this annual report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officer and I have indicated in this
annual report whether there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
/s/ Thomas J. Falk
---------------------------------------
Thomas J. Falk, Chief Executive Officer
Date: March 14, 2003
<PAGE>
CERTIFICATIONS
I, Mark A. Buthman, Chief Financial Officer of Kimberly-Clark Corporation,
certify that:
1. I have reviewed this annual report on Form 10-K of Kimberly-Clark
Corporation (the "registrant");
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this annual report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officer and I have indicated in this
annual report whether there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
/s/ Mark A. Buthman
----------------------------------------
Mark A. Buthman, Chief Financial Officer
Date: March 14, 2003
<PAGE>
INDEPENDENT AUDITORS' REPORT
- --------------------------------------------------------------------------------
Kimberly-Clark Corporation:
We have audited the consolidated financial statements of Kimberly-Clark
Corporation as of December 31, 2002 and 2001, and for each of the three years in
the period ended December 31, 2002, and have issued our report thereon dated
February 6, 2003; such consolidated financial statements and report are included
in your 2002 Annual Report to Stockholders and are incorporated herein by
reference. Our audits also included the consolidated financial statement
schedule of Kimberly-Clark Corporation, listed in Item 15. This consolidated
financial statement schedule is the responsibility of the Corporation's
management. Our responsibility is to express an opinion on the financial
statement schedule based on our audits. In our opinion, the consolidated
financial statement schedule listed in Item 15, 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.
/s/ Deloitte & Touche LLP
- -------------------------
Deloitte & Touche LLP
Dallas, Texas
February 6, 2003
<PAGE>
<TABLE>
SCHEDULE II Kimberly-Clark Corporation and Subsidiaries
VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
(Millions of dollars)
<CAPTION>
Additions Deductions
-------------------------- -----------------
Balance at Charged to Charged to Write-Offs Balance
Beginning Costs and Other and at End of
Description of Period Expenses Accounts(a) Reclassifications Period
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
December 31, 2002
Allowances deducted from
assets to which they apply
Allowances for doubtful
accounts................... $ 49.8 $ 10.4 $ .2 $ 12.0 (b) $48.4
Allowances for sales
discounts.................. 20.0 218.8 .6 220.2 (c) 19.2
December 31, 2001
Allowances deducted from
assets to which they apply
Allowances for doubtful
accounts................... $ 53.2 $ 18.2 $(3.1) $ 18.5 (b) $49.8
Allowances for sales
discounts.................. 19.9 215.9 2.0 217.8 (c) 20.0
December 31, 2000
Allowances deducted from
assets to which they apply
Allowances for doubtful
accounts................... $ 50.9 $ 12.7 $ 3.9 $ 14.3 (b) $53.2
Allowances for sales
discounts.................. 20.7 203.7 (.4) 204.1 (c) 19.9
<FN>
(a) Includes bad debt recoveries and the effects of changes in foreign currency
exchange rates. Also includes the beginning balances resulting from
acquisitions made during the year and from the consolidation of
Kimberly-Clark Australia Pty. Ltd., the Corporation's Australian affiliate,
and Hogla-Kimberly Limited, the Corporation's Israeli affiliate, in 2001
and 2000, respectively.
(b) Primarily uncollectible receivables written off.
(c) Sales discounts allowed.
</FN>
</TABLE>
<PAGE>
<TABLE>
SCHEDULE II Kimberly-Clark Corporation and Subsidiaries
VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
(Millions of dollars)
<CAPTION>
Additions
---------------------------
Balance at Charged to Charged to Balance
Beginning Costs and Other at End of
Description of Period Expenses Accounts Deductions(a) Period
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
December 31, 2002
Deferred Taxes
Valuation Allowance............ $177.2 $ 55.3 $ - $ (8.1) $240.6
December 31, 2001
Deferred Taxes
Valuation Allowance............ $158.8 $ - $ - $(18.4) $177.2
December 31, 2000
Deferred Taxes
Valuation Allowance............ $279.0 $(102.6) $ - $ 17.6 $158.8
<FN>
(a) Includes the net currency effects of translating valuation allowances at current rates under Statement of Financial
Accounting Standards No. 52 of $(1.5) million in 2002, $(3.4) million in 2001 and $(17.8) million in 2000. Also,
reflects a valuation allowance of approximately $24 million in 2001 related to a net operating loss carryforward that
had not previously been recorded. This entry had no effect on the consolidated statement of income or the
consolidated balance sheet.
</FN>
</TABLE>
<PAGE>
EXHIBIT INDEX
----------------------------------------------------------------
Exhibit No. (3)a. Restated Certificate of Incorporation, dated June 12, 1997,
incorporated by reference to Exhibit No. (3)a of the Corporation's Annual Report
on Form 10-K for the year ended December 31, 1999.
Exhibit No. (3)b. By-Laws, as amended November 12, 2002.*
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. Management Achievement Award Program, as amended and
restated, incorporated by reference to Exhibit No. (10)a of the Corporation's
Annual Report on Form 10-K for the year ended December 31, 1997.
Exhibit No. (10)b. Executive Severance Plan, as amended and restated.*
Exhibit No. (10)c. Fourth Amended and Restated Deferred Compensation Plan for
Directors, incorporated by reference to Exhibit No. (10)c of the Corporation's
Annual Report on Form 10-K for the year ended December 31, 1996.
Exhibit No. (10)d. Executive Officer Achievement Award Program.*
Exhibit No. (10)e. 1992 Equity Participation Plan, as amended, incorporated by
reference to Exhibit No. (10)e of the Corporation's Annual Report on Form 10-K
for the year ended December 31, 2000.
Exhibit No. (10)f. Deferred Compensation Plan, as amended.*
Exhibit No. (10)g. Outside Directors' Stock Compensation Plan, as amended.*
Exhibit No. (10)h. Supplemental Benefit Plan to the Kimberly-Clark Corporation
Pension Plan, as amended.*
Exhibit No. (10)i. Second Supplemental Benefit Plan to the Kimberly-Clark
Corporation Pension Plan, as amended and restated.*
Exhibit No. (10)j. Retirement Contribution Excess Benefit Program, as amended
and restated, incorporated by reference to Exhibit No. (10)j of the
Corporation's Annual Report on Form 10-K for the year ended December 31, 2000.
Exhibit No. (10)k. 1999 Restricted Stock Plan, as amended, incorporated by
reference to Exhibit No. (10)k of the Corporation's Annual Report on Form 10-K
for the year ended December 31, 2000.
Exhibit No. (10)l. Outside Directors' Compensation Plan, as amended and
restated.*
Exhibit No. (10)m. 2001 Equity Participation Plan, incorporated by reference to
Exhibit No. (10)m of the Corporation's Annual Report on Form 10-K for the year
ended December 31, 2001.
Exhibit No. (12). Computation of ratio of earnings to fixed charges for the
five years ended December 31, 2002.*
Exhibit No. (13). Portions of the Corporation's 2002 Annual Report to
Stockholders incorporated by reference in this Form 10-K.*
Exhibit No. (21). Subsidiaries of the Corporation.*
Exhibit No. (23). Independent Auditors' Consent.*
Exhibit No. (24). Powers of Attorney.*
Exhibit No. (99.1). Certification Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
Exhibit No. (99.2). Certification Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
*Filed herewith.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>3
<FILENAME>ex3b.txt
<DESCRIPTION>EX-3(B)
<TEXT>
Exhibit No. (3)b
BY-LAWS
OF
KIMBERLY-CLARK CORPORATION
As Amended Through November 12, 2002
Note: For convenience, the masculine has been used in these By-Laws with the
intention that it include the feminine as well.
CAPITAL STOCK
1. CERTIFICATES
Every stockholder shall be entitled to have a certificate in such form as
the Board shall from time to time approve, signed by the Chairman of the Board,
a Vice Chairman of the Board, the President or a Vice President and by the
Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary,
certifying the number of shares owned by him. Any of or all the signatures on
the certificate and the corporate seal may be facsimiles. In case any officer,
transfer agent, or registrar who has signed or whose facsimile signature has
been placed upon a certificate shall have ceased to be such officer, transfer
agent or registrar before such certificate is issued, it may be issued by the
corporation with the same effect as if he were such officer, transfer agent, or
registrar at the date of issue. While the corporation is authorized to issue
more than one class of stock or more than one series of any class, there shall
be set forth on the face or back of each certificate issued a statement that the
corporation will furnish without charge to each stockholder who so requests the
powers, designations, preferences and relative, participating, optional or other
special rights of each class of stock or series thereof of the corporation and
the qualifications, limitations or restrictions of such preferences and/or
rights.
2. RECORD OWNERSHIP
The name and address of the holder of each certificate, the number of shares
represented thereby, and the date of issuance thereof shall be recorded in the
corporation's books and records. The corporation shall be entitled to treat the
holder of record of any share of stock as the holder in fact thereof, and
accordingly shall not be bound to recognize any equitable or other claim to or
interest in any share on the part of any other person, whether or not it shall
have express or other notice thereof, except as required by law.
3. TRANSFER
Transfer of stock shall be made on the books of the corporation only by
direction of the person named in the certificate or his attorney, lawfully
constituted in writing, and only upon the surrender for cancellation of the
certificate therefor and a written assignment of the shares evidenced thereby.
4. LOST CERTIFICATES
Any person claiming a stock certificate in lieu of one lost or destroyed
shall give the corporation an affidavit as to his ownership of the certificate
and of the facts which go to prove its loss or destruction. He shall also, if
required by the Board, give the corporation a bond or other indemnification, in
such form as may be approved by the Board, sufficient to indemnify the
corporation against any claim that may be made against it on account of the
alleged loss of the certificate or the issuance of a new certificate.
5. TRANSFER AGENT; REGISTRAR
The corporation shall maintain one or more transfer offices or agencies,
each in charge of a transfer agent designated by the Board, where the shares of
stock of the corporation shall be transferable. The corporation shall also
maintain one or more registry offices, each in charge of a registrar designated
by the Board, where such shares of stock shall be registered. The same entity
may be both transfer agent and registrar.
<PAGE>
6. RECORD DATE; CLOSING TRANSFER BOOKS
So that the corporation may determine the stockholders entitled to notice of
or to vote at any meeting of stockholders, or any adjournment thereof, or
entitled to express consent to corporate action in writing without a meeting as
provided in Article VI of the Certificate of Incorporation, or entitled to
receive payment of any dividend or other distribution or allotment of rights, or
entitled to exercise any rights in respect of any change, conversion or exchange
of capital stock, or for the purpose of any other lawful action, the Board may
fix a record date which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board and which record date
shall not be more than sixty days nor less than ten days before the date of such
meeting, nor more than ten days from the date upon which the resolution fixing
the record date is adopted by the Board in the case of a determination of the
stockholders entitled to express consent to corporate action without a meeting,
nor more than sixty days before any other action, and only such stockholders as
shall be stockholders of record on the date so fixed shall be entitled to such
notice of and to vote at such meeting, or to give such consent, or to receive
such dividend or other distribution or allotment of rights, or to exercise such
rights, or to take such other lawful action, as the case may be, notwithstanding
any transfer of any stock on the books of the corporation after any such record
date fixed as aforesaid. A determination of stockholders of record entitled to
notice of or to vote at a meeting of stockholders shall apply to any adjournment
of the meeting; provided, however, that the Board may fix a new record date for
the adjourned meeting.
MEETINGS OF STOCKHOLDERS
7. ANNUAL
The annual meeting of stockholders for the election of directors and the
transaction of such other business as may properly be brought before the meeting
shall be held on the third Thursday in April in each year, or on such other day,
which shall not be a legal holiday, as shall be determined by the Board. The
annual meeting shall be held at such place and hour, within or without the State
of Delaware, as shall be determined by the Board. The day, place and hour of
each annual meeting shall be specified in the notice of the annual meeting. The
meeting may be adjourned by the chairman of the meeting from time to time and
place to place. At any adjourned meeting the corporation may transact any
business which might have been transacted at the original meeting. In accordance
with the provisions of applicable law, the Board acting by resolution may
postpone and reschedule any previously scheduled annual meeting of stockholders.
8. SPECIAL
Special meetings shall be held at such place, within or without the State of
Delaware, as may from time to time be fixed consistent with the provisions of
Article VI of the Certificate of Incorporation. In the event no such place has
been fixed, special meetings shall be held at the offices of the corporation
located in Dallas County, Texas. The meeting may be adjourned by the chairman of
the meeting from time to time and place to place. At any adjourned meeting the
corporation may transact any business which might have been transacted at the
original meeting. In accordance with the provisions of applicable law, the Board
acting by resolution may postpone and reschedule any previously scheduled
special meeting of stockholders.
9. NOTICE
Written notice of every meeting of stockholders, stating the place, day,
hour and purposes thereof, shall, except when otherwise required by law, be
mailed at least ten, but not more than sixty days before such meeting to each
stockholder of record entitled to vote thereat.
10. QUORUM
The holders of a majority of the voting power of the issued and outstanding
shares of capital stock of the corporation entitled to vote, present in person
or represented by proxy, shall constitute a quorum at any meeting, except as
otherwise required by law. In the event of lack of a quorum, the chairman of the
meeting or a majority of the voting power of the shares of capital stock present
in person or represented by proxy may adjourn the meeting from time to time
without notice other than announcement at the meeting, until a quorum shall be
obtained. At any such adjourned meeting at which there is a quorum, any business
may be transacted which might have been transacted at the meeting originally
called. The stockholders present at a duly called meeting at which a quorum is
present may continue to transact business until adjournment, notwithstanding the
withdrawal of enough stockholders to leave less than a quorum.
<PAGE>
11. CONDUCT OF MEETINGS
(a) The Chief Executive Officer, or in his absence such other officer as may
be designated by the Board, shall be the chairman at stockholders' meetings. The
Secretary of the corporation shall be the secretary at stockholders' meetings
but in his absence the chairman of the meeting may appoint a secretary for the
meeting. The opening and closing of the polls for matters upon which the
stockholders will vote at a meeting shall be announced at the meeting by the
chairman of the meeting. The Board may, to the extent not prohibited by law,
adopt by resolution such rules and regulations for the conduct of the meeting of
stockholders as it shall deem appropriate. Except to the extent inconsistent
with such rules and regulations as adopted by the Board, the chairman of any
meeting of stockholders shall have the right and authority to prescribe such
rules, regulations or procedures and to do all acts as, in the judgment of the
chairman, are appropriate for the proper conduct of the meeting. Such rules,
regulations or procedures, whether adopted by the Board or prescribed by the
chairman of the meeting, may to the extent not prohibited by law include,
without limitation, the following: (i) the establishment of an agenda or order
of business for the meeting; (ii) rules and procedures for maintaining order at
the meeting and the safety of those present; (iii) limitations on attendance at
or participation in the meeting to stockholders of record of the corporation,
their duly authorized and constituted proxies (which shall be reasonable in
number) or such other persons as the chairman of the meeting shall determine;
(iv) restrictions on entry to the meeting after the time fixed for the
commencement thereof; and (v) limitations on the time allotted to questions or
comments by participants.
(b) At a meeting of the stockholders, only such business shall be conducted
as shall have been properly brought before the meeting in accordance with these
By-Laws. To be properly brought before a meeting, business must (a) be specified
in the notice of the meeting (or any supplement thereto) given by or at the
direction of the Board, (b) otherwise properly be brought before the meeting by
or at the direction of the Board, or (c) otherwise (i) properly be requested to
be brought before the meeting by a stockholder of record entitled to vote in the
election of directors generally, and (ii) constitute a proper subject to be
brought before such meeting. For business to be properly requested to be brought
before an annual meeting of stockholders by a stockholder of record, any
stockholder who intends to bring any matter (other than in connection with the
election of directors) before an annual meeting of stockholders and is entitled
to vote on such matter must deliver written notice of such stockholder's intent
to bring the matter before the annual meeting of stockholders, either by
personal delivery or by United States mail, postage prepaid, to the Secretary of
the corporation. Such notice must be received by the Secretary not less than 75
days nor more than 100 days prior to the first anniversary of the preceding
year's annual meeting; provided, however, that in the event that the date of the
annual meeting is advanced by more than 30 days or delayed by more than 60 days
from such anniversary date, notice by the stockholder to be timely must be so
delivered not earlier than the close of business on the 100th day prior to such
annual meeting and not later than the close of business on the later of the 75th
day prior to such annual meeting or the 10th day following the day on which
public announcement of the date of such meeting is first made. In no event shall
the public announcement of an adjournment of an annual meeting commence a new
time period for the giving of a stockholder notice as described above. For
purposes of this By-Law 11, "public announcement" shall mean the date disclosure
of the date of the meeting of stockholders is first made in a press release
reported by the Dow Jones News Service, Associated Press or comparable national
news service, or in a document publicly filed by the corporation with the
Securities and Exchange Commission pursuant to Sections 13, 14, or 15(d) of the
Securities Exchange Act of 1934, as amended. Only such business shall be
conducted at a special meeting of stockholders as shall have been brought before
the meeting pursuant to the corporation's notice of meeting.
A stockholder's notice to the Secretary required by this By-Law 11 shall set
forth as to each matter the stockholder proposes to bring before the meeting of
stockholders: (i) a brief description of the business to be brought before the
meeting and the reasons for conducting such business at the meeting; (ii) the
name and address of the stockholder intending to propose such business; (iii)
the number of shares of stock of the corporation beneficially held, either
personally or in concert with others, by the stockholder, and a representation
that the stockholder is a holder of stock of the corporation entitled to vote at
such meeting and intends to appear in person or by proxy at the meeting to
present such proposal; and (iv) any material interest of the stockholder in such
business. No business shall be conducted at a meeting of stockholders except in
accordance with the procedures set forth in this By-Law 11. The chairman of the
meeting shall, if the facts warrant, determine and declare to the meeting that
the business was not properly brought before the meeting in accordance with the
provisions hereof and, if he should so determine, he shall so declare to the
meeting that any such business not properly brought before the meeting shall not
be transacted.
12. VOTING
Except as otherwise provided in the Certificate of Incorporation, at each
meeting of the stockholders, each holder of shares entitled to vote at such
meeting shall, as to all matters in respect of which such shares have voting
rights, be entitled to one vote in person or by written proxy for each share
held of record by him. No vote upon any matter, except the election of directors
or the amendment of the Certificate of Incorporation, is required to be by
ballot unless demanded by the holders of at least 10% of the voting power of the
shares of capital stock represented and entitled to vote at the meeting. All
motions to introduce a matter for a vote by the stockholders
<PAGE>
at a meeting thereof, except for nominations for election as directors
recommended by the Nominating Committee and approved by the Board, shall be
seconded prior to a vote thereon by the stockholders.
A stockholder may authorize another person or persons to act for him as
proxy by transmitting or authorizing the transmission of a telegram, cablegram,
or other means of electronic transmission to the person who will be the holder
of the proxy or to a proxy solicitation firm, proxy support service organization
or like agent duly authorized by the person who will be the holder of the proxy
to receive such transmission, provided that any such telegram, cablegram or
other means of electronic transmission must either set forth or be submitted
with information from which it can be determined that the telegram, cablegram or
other electronic transmission was authorized by the stockholder.
The date and time of the opening and closing of the polls for each matter
upon which the stockholders will vote at a meeting shall be announced at the
meeting. No ballot, proxies or votes, nor any revocations thereof or changes
thereto, shall be accepted by the inspectors after the closing of the polls. All
elections and questions shall be decided by plurality vote, except as otherwise
required by the laws of Delaware or the Certificate of Incorporation.
13. INSPECTORS OF ELECTION
The Chief Executive Officer shall, in advance of any meeting of
stockholders, appoint one or more inspectors to act at the meeting and make a
written report thereof. He may designate one or more persons as alternate
inspectors to replace any inspector who fails to act. If no inspector or
alternate is able to act at a meeting of stockholders, the chairman of the
meeting shall appoint one or more inspectors to act at the meeting. Each
inspector, before entering upon the discharge of his duties, shall take and sign
an oath faithfully to execute the duties of inspector with strict impartiality
and according to the best of his ability.
The inspectors shall (i) ascertain the number of shares outstanding and the
voting power of each, (ii) determine the number of shares represented at a
meeting and the validity of proxies and ballots, (iii) count all votes and
ballots, (iv) determine and retain for a reasonable period a record of the
disposition of any challenges made to any determination by the inspectors, and
(v) certify their determination of the number of shares represented at the
meeting, and their count of all votes and ballots. The inspectors may appoint or
retain other persons or entities to assist the inspectors in the performance of
the duties of the inspectors. The inspectors shall determine the validity of and
count the proxies and ballots in accordance with applicable law.
14. LIST OF STOCKHOLDERS
A complete list of the stockholders entitled to vote at stockholders'
meetings (arranged in alphabetical order and showing the address of each
stockholder and the number of shares registered in the name of each stockholder)
shall be prepared by the Secretary and filed at least ten days prior to each
meeting, either at a place specified in the notice of such meeting within the
city or town where such meeting is to be held, or if no such place is specified,
at the place where such meeting is to be held. Such list shall be open to the
examination of any stockholder for any purpose germane to the meeting, and shall
be produced and kept at the time and place of such meeting during the whole time
thereof, and subject to the inspection of any stockholder who may be present.
The original or duplicate stock ledger shall be the only evidence as to who are
stockholders entitled to inspect such list.
BOARD OF DIRECTORS
15. RESIGNATION
A director may resign at any time by giving written notice to the
corporation, addressed to the Chief Executive Officer or the Secretary. Such
resignation shall take effect at the date of receipt of such notice or at any
later time specified therein. Acceptance of a resignation shall not be necessary
to make it effective unless otherwise stated in the notice.
16. ANNUAL MEETING
A meeting of the Board, to be known as the annual Board meeting, shall be
held without call or notice immediately after and at the same general place as
the annual meeting of the stockholders. The annual Board meeting shall be held
for the purpose of organizing the Board, electing officers, and transacting any
other business that may properly come before the meeting.
<PAGE>
17. REGULAR MEETINGS
Regular meetings of the Board may be held without call or notice at such
place and at such time as shall be fixed by the Board.
18. SPECIAL MEETINGS
Special meetings of the Board may be called by the Chief Executive Officer,
and shall be called by the Secretary upon the request in writing of not less
than two of the directors then in office. Special meetings of the Board may be
held at such place and at such time as shall be designated in the call thereof.
Notice of special meetings of the Board shall either be mailed by the Chief
Executive Officer or the Secretary to each director at least three days before
the meeting, or served upon, or sent by electronic means by the Chief Executive
Officer or the Secretary to, each director at least one day before the meeting,
but during an emergency as defined in By-Law 20, notice may be given only to
such of the directors as it may be feasible to reach at the time and by such
means as may be feasible at the time, including publications or private or
public electronic means. Unless required by law, the notice need not state the
purposes of the meeting.
19. TELEPHONIC MEETINGS
Members of the Board or any committee designated by the Board may
participate in a meeting of such Board or committee by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and such participation shall
constitute presence in person at such meeting.
20. QUORUM
Except during the existence of an emergency and except as otherwise provided
in these By-Laws or in the Certificate of Incorporation, one-third of the total
number of directors, as fixed pursuant to Section (2) of Article VIII of the
Certificate of Incorporation, shall constitute a quorum for the transaction of
business. During the existence of an emergency, three directors shall constitute
a quorum for the transaction of business. To the extent required to constitute a
quorum at any meeting of the Board during an emergency, the officers of the
corporation who are present shall be deemed, in order of rank and within the
same rank in order of seniority, directors for such meeting. Subject to the
provisions of the Certificate of Incorporation, the action of the majority of
directors present at a meeting at which a quorum is present shall be the act of
the Board. In the event of lack of a quorum, a majority of the directors present
may adjourn the meeting from time to time without notice other than announcement
at the meeting until a quorum shall be obtained. At any such adjourned meeting
at which there is a quorum, any business may be transacted which might have been
transacted at the meeting originally called.
An "emergency" for the purpose of these By-Laws shall be any emergency
resulting from an attack on the United States or on a locality in which the
corporation conducts its business or customarily holds meetings of its Board or
its stockholders, or during any nuclear or atomic disaster, or during the
existence of any catastrophe, or other similar emergency condition, as a result
of which a quorum of the Board or a standing committee thereof cannot readily be
convened for action.
21. ACTION WITHOUT MEETING
Any action required or permitted to be taken at any meeting of the Board may
be taken without a meeting if all members of the Board consent thereto in
writing and such written consent is filed with the minutes of the proceedings of
the Board.
22. ORGANIZATION
The Chairman of the Board, or in his absence the Chief Executive Officer, or
in his absence a director chosen by the directors present, shall act as chairman
at meetings of the Board. The Secretary of the corporation shall act as
secretary at meetings of the Board but in his absence the chairman of the
meeting may appoint a secretary for the meeting.
23. COMPENSATION
The compensation of directors for services as directors and as members of
committees of the Board shall be as fixed by the Board from time to time. The
compensation, if any, of the directors need not be uniform as between directors
and the compensation, if any, of the members of the committees of the Board need
not be uniform either as between members of a committee or as between
committees. The Board shall provide for reimbursing the directors for expenses
incurred in attending meetings of the Board or
<PAGE>
committees thereof.
Any director may also serve the corporation in any other capacity and
receive compensation, including fees and expenses, for such service.
24. INDEPENDENT DIRECTORS
The nomination of an individual to serve as a member of the Board shall be
such that immediately after the election of such nominee to the Board a majority
of all directors holding office shall be independent directors.
For purposes of this By-Law, a director shall be an "independent director"
if neither the director nor any immediate family member of the director: (i) is,
or has been at anytime during the preceding five years, employed by the
corporation or its subsidiaries or equity companies; (ii) is, or has been at
anytime during the preceding five years, employed by or an affiliate of the
Corporation's independent audit firm; (iii) is an employee of another
corporation if an executive officer of the Corporation is or has been at anytime
during the preceding five years, a member of the compensation committee of such
other corporation; and (iv) has, and is not affiliated with an entity that has,
business transactions or relationships with the corporation or its subsidiaries
that are required to be disclosed under regulations promulgated under the
Securities Exchange Act of 1934, as amended, in the corporation's proxy
statement in connection with the annual meeting of stockholders at which
nominees for Board membership will be voted upon (other than disclosure required
solely as a result of the service by an executive officer of the corporation on
the board of a company affiliated with a member of the Board). The Board of
Directors, after consultation with the Nominating and Corporate Governance
Committee, may determine that a director or nominee is an independent director
notwithstanding items (i) through (iv) above if it determines by written
resolution that such person is independent of management and free from any
relationship that in the opinion of the Board would interfere with such person's
independent judgment as a member of the Board.
COMMITTEES OF THE BOARD
25. STANDING AND OTHER COMMITTEES
The directors shall from time to time designate, by resolution passed by a
majority of the entire Board of Directors (as defined in Section (2) of Article
VIII of the Certificate of Incorporation), an Audit Committee, a Compensation
Committee, an Executive Committee and a Nominating and Corporate Governance
Committee, each of which shall have and may exercise the powers of the Board in
the direction of the business and affairs of the corporation in respect to the
matters and to the extent hereinafter set forth, subject to the power of the
Board to assign from time to time to any such committees or to any other
committees such powers in respect to specific matters as the Board may deem
desirable. These four committees shall be the standing committees of the
corporation. The Board may, by resolution passed by a majority of the entire
Board of Directors, designate such other committees as it from time to time may
deem appropriate; no such committee shall consist of fewer than two directors,
and the powers of each such committee shall be limited to those specified in the
resolution designating the committee.
26. PROCEDURE AND COMMITTEE CHARTERS
Each committee shall fix its own rules of procedure and shall meet where and
as provided by such rules, but the presence of a majority shall be necessary to
constitute a quorum, unless otherwise provided by these By-Laws. Each committee
shall keep minutes of its meetings. Any action required or permitted to be taken
at any meeting of any committee may be taken without a meeting if all the
members consent thereto in writing and such written consent is filed with the
minutes of the proceedings of such committee. All action by each committee shall
be reported to the Board. The Audit, Compensation, and Nominating and Corporate
Governance Committees shall each adopt, subject to the approval of the Board, a
committee charter that identifies the responsibilities and processes of such
committee.
27. AUDIT COMMITTEE
The Audit Committee shall consist of three or more members. The Board shall
select the members of the Audit Committee from among the directors who are not
officers or employees of the corporation and shall designate the Chairman of the
Committee. The members of the Audit Committee shall meet the independence and
experience requirements of the New York Stock Exchange, the Securities Exchange
Act of 1934, and the rules and regulations of the Securities and Exchange
Commission. All Audit Committee members shall be financially literate, and at
least one member shall be a financial expert, as defined by the rules and
regulations of the Securities and Exchange Commission and the New York Stock
Exchange. The Audit Committee shall, with respect to the corporation
<PAGE>
and the other entities as to which the corporation has power to select and
engage auditors, select and engage independent public accountants to audit
books, records and accounts, determine the scope of audits to be made by the
auditors and establish policy in connection with internal audit programs and the
scope thereof, and shall perform such other duties as the Board may from time to
time prescribe, including those set forth in the Audit Committee charter.
28. COMPENSATION COMMITTEE
The Compensation Committee shall consist of three or more members. The Board
shall select the members of the Compensation Committee from among the
independent directors and shall designate the Chairman of the Committee. The
Compensation Committee shall constitute the Stock Option Committee provided for
under any stock option plan of the corporation. It shall from time to time fix
the compensation of employees who are directors of the corporation and, in
consultation with the Chief Executive Officer, the compensation of officers of
the corporation who are elected by the Board. The Compensation Committee shall
perform such other duties as the Board may from time to time prescribe,
including those set forth in the Compensation Committee charter.
29. EXECUTIVE COMMITTEE
The Executive Committee shall consist of three or more members including, by
virtue of his office, the Chief Executive Officer. The Board shall select the
other members of the Committee from among the directors and shall designate the
Chairman thereof.
The Executive Committee, when the Board is not in session, shall have and
may exercise all of the powers of the Board to direct the business and the
affairs of the corporation, including but not limited to the power to declare
dividends and to authorize the issuance of stock, except the powers hereinafter
in these By-Laws assigned to any other standing committee and except to the
extent, if any, that the authority of the Committee may be limited in any
respect by law, by the Certificate of Incorporation or by these By-Laws.
30. NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
The Nominating and Corporate Governance Committee shall consist of three or
more members. The Board shall select the members of the Nominating Committee
from among the independent directors. The Nominating and Corporate Governance
Committee shall have the power to: propose and consider suggestions as to
candidates for membership on the Board; periodically recommend to the Board
candidates for vacancies on the Board due to resignations or retirements or due
to such standards for composition of Board membership as may from time to time
legally prevail; review and recommend to the Board such modifications to the
prevailing Board of Directors retirement policy as may be deemed appropriate in
light of contemporary standards; propose to the Board on or before March 1 of
each year a slate of directors for submission to the stockholders at the annual
meeting; oversee matters of corporate governance, including advising the Board
on board organization, membership and function, committee structure and
membership, and succession planning for executive management of the corporation;
review and make recommendations to the Board from time to time with respect to
the compensation of directors pursuant to By-Law 23; and such other duties as
the Board may from time to time prescribe, including those set forth in the
Nominating and Corporate Governance charter.
31. ALTERNATES; VACANCIES IN COMMITTEES
The Board may designate one or more directors as alternate members of any
committee. Alternate members shall serve, in the order in which the Board shall
determine, when one or more members of the committee shall be absent or
disqualified. Alternate members may attend committee meetings as observers,
without the right to vote when all members are present; when fewer than all are
present, only an alternate member serving in the place of an absent or
disqualified member shall have the right to vote. If no alternate is available,
the committee member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board to act at the meeting in place
of any absent or disqualified member. All members of all committees (including
Chairmen) shall serve at the pleasure of the Board.
OFFICERS
32. DESIGNATION; ELECTION; QUALIFICATION; TERM
Each year at the annual Board meeting the directors shall elect a Chairman
of the Board, a Chief Executive Officer, a Secretary and a Treasurer. From time
to time the Board may also elect or appoint a Vice Chairman of the Board or Vice
Chairmen of the Board, a President, such Executive, Senior or other Vice
Presidents as it may deem appropriate, a Chief Financial Officer, and such other
<PAGE>
officers, including a Controller, Assistant Vice Presidents, Assistant
Secretaries, Assistant Treasurers and Assistant Controllers, as it may deem
appropriate. The Chief Executive Officer may appoint any officers of the
corporation not required to be elected by the Board, as he may deem appropriate.
The Chairman of the Board, the Chief Executive Officer, and any Vice Chairman of
the Board must be directors; no other officer need be a director. Any number of
offices may be held by the same person. The term of each officer, whenever
elected or appointed, shall be until the election or appointment (as the case
may be) and qualification of his successor or until his earlier resignation or
removal.
33. DUTIES
The officers shall have such powers and perform such duties as are
prescribed in these By-Laws, or, in the case of an officer whose powers and
duties are not so prescribed, as may be assigned by the Board or delegated by or
through the Chief Executive Officer.
34. RESIGNATION; REMOVAL; VACANCIES
Any officer may resign at any time by giving notice to the corporation
addressed to the Chief Executive Officer or the Secretary. Such resignation
shall take effect at the date of the receipt of such notice or at any later time
specified therein. Acceptance of a resignation shall not be necessary to make it
effective unless otherwise stated in the notice. Any officer may be removed by
the Board at any time with or without cause. Any appointed officer may be
removed by the Chief Executive Officer at any time with or without cause. A
vacancy in any office may be filled by the Board, and a vacancy in any appointed
office may be filled by the Chief Executive Officer, for the unexpired portion
of the term.
35. CHIEF EXECUTIVE OFFICER
The Chief Executive Officer of the corporation shall be elected by the
Board. Subject to the Board, he shall be in general and active charge, control
and supervision over the management and direction of the business, property and
affairs of the corporation. He shall keep the Board fully informed, and shall
freely consult it, concerning the business of the corporation in his charge.
He shall, subject to these By-Laws, have authority to:
(i) appoint or approve the appointment of employees to various posts and
positions in the corporation bearing titles designated or approved by him
and to prescribe their authority and duties, which may include the authority
to appoint subordinates to various other posts and positions; and
(ii) remove or approve the removal of employees so appointed; and
(iii) sign, execute and acknowledge, on behalf of the corporation, all
deeds, mortgages, bonds, notes, debentures, stock certificates, contracts,
including contracts of guaranty and suretyship, leases, reports and other
documents and instruments, except where the signing or execution thereof by
some other officer or employee of the corporation shall be expressly
authorized and directed by law, or by the Board, or by these By-Laws. Unless
otherwise provided by law, or by these By-Laws, or by the Board, he may
authorize in a writing filed with the Secretary, any officer, employee, or
agent of the corporation to sign, execute and acknowledge, on behalf of the
corporation and in his place and stead, any or all such documents and
instruments.
He shall have such other authority and perform such other duties as are
incident to the office of Chief Executive Officer and as may be prescribed from
time to time by the Board and these By-Laws.
In the absence or disability of the Chief Executive Officer, or in case of
an unfilled vacancy in that office, until such time as the Board shall elect his
successor, his duties shall be performed and his powers shall be exercised by
other elected officers of the corporation who are also directors (unless none
are directors) in the order in which such officers were listed in their
respective elections.
36. CHAIRMAN OF THE BOARD, VICE CHAIRMAN OF THE BOARD AND PRESIDENT
The Chairman of the Board, any Vice Chairman of the Board and the President,
each acting alone, shall have authority to sign, execute and acknowledge on
behalf of the corporation, all deeds, mortgages, bonds, notes, debentures, stock
certificates, contracts, including contracts of guaranty and suretyship, leases,
reports and other documents and instruments, except where the signing or
execution thereof by some other officer or employee shall be expressly
authorized and directed by law, or by the Board, or by the
<PAGE>
Chief Executive Officer or by these By-Laws. Each shall have such additional
powers and perform such additional duties as may be assigned to him by the Board
or as may be delegated to him by the Chief Executive Officer.
37. VICE PRESIDENTS
Each Vice President shall have such powers and perform such duties as may be
assigned to him by the Board or as may be delegated to him by the Chief
Executive Officer.
Each Executive Vice President shall have authority to sign, execute and
acknowledge on behalf of the corporation, all deeds, mortgages, bonds, notes,
debentures, contracts, including contracts of guaranty and suretyship, leases,
reports and other documents and instruments, except where the signing or
execution thereof by some other officer or employee shall be expressly
authorized and directed by law, or by the Board, or by the Chief Executive
Officer, or by these By-Laws.
38. CHIEF FINANCIAL OFFICER
The Chief Financial Officer shall:
(i) be the principal financial officer of the corporation and have
responsibility for all financial affairs of the corporation; and
(ii) protect the cash, securities, receivables and other financial
resources of the corporation, have responsibility for investment, receipt,
custody and disbursement of such resources, and establish policies for
granting credit to customers; and
(iii)maintain the creditworthiness of the corporation; and
(iv) negotiate and procure capital required by the corporation,
including long-term debt and equity, maintain adequate sources for the
corporation's short-term financing requirements and maintain banking
relationships; and
(v) administer the accounting policies of the corporation and the
internal controls with respect to its financial affairs; and
(vi) supervise the corporation's books of account, and have access to
all records, including the Secretary's records; and
(vii) in general, have such other powers and perform such other duties
as may be assigned from time to time by the Board or by or through the Chief
Executive Officer.
39. CONTROLLER
The Controller shall:
(i) be the principal accounting officer of the corporation; and
(ii) have custody and charge of the corporation's books of account, and
have access to all records, including the Secretary's and the Treasurer's
records, for purpose of obtaining information necessary to verify or
complete the records of the Controller's office; and
(iii) implement the policies for granting credit to customers; and
(iv) implement the internal controls with respect to the financial
affairs of the corporation; and
(v) have the responsibility for processing vouchers for payment by the
Treasurer; and
(vi) in general, have such other powers and perform such other duties as
may be assigned from time to time by the Board or by or through the Chief
Executive Officer.
<PAGE>
40. SECRETARY
The Secretary shall:
(i) attend and keep the minutes of all meetings of the stockholders, the
Board, and of such committees as the Board may direct; and
(ii) have custody of the corporate seal and all corporate records
(including transfer books and stock ledgers), contracts, papers,
instruments, documents and books of the corporation except those required to
be kept by other officers under these By-Laws; and
(iii) sign on behalf of the corporation such documents and instruments
as require his signature when approved in accordance with these By-Laws, and
to such documents he shall affix the corporate seal when necessary and may
do so when he deems it desirable; and
(iv) see that notices are given and records and reports are properly
kept and filed by the corporation as required by these By-Laws or as
required by law; and
(v) in general, have such other powers and perform such other duties as
are incident to the office of Secretary and as may be assigned to him from
time to time by the Board or by or through the Chief Executive Officer.
41. TREASURER
The Treasurer shall:
(i) receive and sign receipts for all moneys paid to the corporation and
shall deposit the same in the name and to the credit of the corporation in
authorized banks or depositories; and
(ii) when necessary or desirable, endorse for collection on behalf of
the corporation all checks, drafts, notes and other obligations payable to
it; and
(iii) disburse the funds of the corporation only upon vouchers duly
processed and under such rules and regulations as the Board may from time to
time adopt; and
(iv) keep full and accurate accounts of the transactions of his office
in books belonging to the corporation; and
(v) render as the Board may direct an account of the transactions of his
office; and
(vi) in general, have such other powers and perform such other duties as
are incident to the office of Treasurer and as may be assigned to him from
time to time by the Board or by or through the Chief Executive Officer.
MISCELLANEOUS
42. OFFICES
The registered office of the corporation in the State of Delaware shall be
located at 1209 Orange Street, Wilmington, Delaware 19801 and the name of the
registered agent in charge thereof shall be The Corporation Trust Company. The
corporation may have such other offices as the Board may from time to time
determine. The books of the corporation may be kept outside the State of
Delaware.
43. SEAL
The corporation's seal shall be circular in form with "KIMBERLY-CLARK
CORPORATION -- DELAWARE" around the periphery and "1928 -- CORPORATE SEAL"
within.
<PAGE>
44. FISCAL YEAR
The fiscal year of the corporation shall begin on January 1 of each year.
45. ANNUAL REPORT
At least fifteen days in advance of the annual meeting of stockholders, but
not later than three months after the close of the fiscal year, the Board shall
publish and submit to the stockholders a consolidated balance sheet of the
corporation and its consolidated subsidiaries as of the end of the previous
fiscal year and the related consolidated income and cash flow statements of the
corporation and its consolidated subsidiaries for the previous fiscal year.
46. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The corporation shall:
(i) indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation) by reason of the fact
that he is or was a director or officer of the corporation, or is or was
serving at the request of the corporation as a director or officer of
another corporation, or in the case of an officer or director of the
corporation is or was serving as an employee or agent of a partnership,
joint venture, trust or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually
and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea of
nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful; and
(ii) indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action or suit by or in
the right of the corporation to procure a judgment in its favor by reason of
the fact that he is or was a director or officer of the corporation, or is
or was serving at the request of the corporation as a director or officer of
another corporation, or in the case of an officer or director of the
corporation is or was serving as an employee or agent of a partnership,
joint venture, trust or other enterprise against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection with
the defense or settlement of such action or suit if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation and except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable to the corporation unless and only to the
extent that the Court of Chancery or the court in which such action or suit
was brought shall determine upon application that, despite the adjudication
of liability but in view of all the circumstances of the case, such person
is fairly and reasonably entitled to indemnity for such expenses which the
Court of Chancery or such other court shall deem proper.
The corporation shall be required to indemnify an indemnitee in connection
with a proceeding (or part thereof) initiated by such indemnitee against the
corporation or any of its directors, officers or employees only if the
initiation of such proceeding (or part thereof) by the indemnitee was authorized
by the Board. Notwithstanding the foregoing, the corporation shall be required
to indemnify an indemnitee in connection with a proceeding seeking to enforce
rights to indemnification without the authorization of the Board to the extent
that such proceeding is successful on the merits. To the extent that a director
or officer of the corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in subsections (i) and
(ii), or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.
Any indemnification under subsections (i) and (ii) (unless ordered by a
court) shall be made by the corporation only as authorized in the specific case
upon a determination that indemnification of the director or officer is proper
in the circumstances because he has met the applicable standard of conduct set
forth in subsections (i) and (ii). Such determination shall be made (1) by a
majority vote of the directors who were not parties to such action, suit or
proceedings, even though less than a quorum; or (2) if there are no such
directors, or if such directors so direct, by independent legal counsel in a
written opinion; or (3) by the stockholders.
Expenses (including attorneys' fees) incurred in defending any civil,
criminal, administrative or investigative action, suit or
<PAGE>
proceeding may be paid by the corporation in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking by
or on behalf of the director or officer to repay such amount if it shall
ultimately be determined that he is not entitled to be indemnified by the
corporation as authorized in this By-Law.
The indemnification and advancement of expenses provided by, or granted
pursuant to, the other paragraphs of this By-Law shall not be deemed exclusive
of any other rights to which those seeking indemnification or advancement of
expenses may be entitled under any by-law, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office, and shall
continue as to a person who has ceased to be a director or officer and shall
inure to the benefit of the heirs, executors and administrators of such a
person.
The corporation's obligation, if any, to indemnify any person who was or is
serving at its request as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust, enterprise or nonprofit entity
shall be reduced by any amount such person may collect as indemnification from
such other corporation, partnership, joint venture, trust, enterprise or
nonprofit entity.
The Board may authorize and direct that insurance be purchased and
maintained on behalf of any person who is or was a director or officer of the
corporation, or is or was serving at the request of the corporation as a
director or officer of another corporation, or in the case of an officer or
director of the corporation is or was serving as an employee or agent of a
partnership, joint venture, trust or other enterprise against any liability
asserted against him and incurred by him in any such capacity, or arising out of
his status as such, whether or not the corporation would have the power to
indemnify him against such liability under the provisions of this By-Law.
47. RELIANCE ON RECORDS
Each director, each member of any committee designated by the Board, and
each officer, shall, in the performance of his duties, be fully protected in
relying in good faith upon the records of the corporation and upon such
information, opinion, reports or statements presented to the corporation by any
of the corporation's officers or employees, or committees of the Board, or by
any other person as to matters the director, member or officer reasonably
believes are within such other person's professional or expert competence and
who has been selected with reasonable care by or on behalf of the corporation.
48. INSPECTION OF BOOKS
The directors shall determine from time to time whether, and, to what extent
and at what times and places and under what conditions and regulations the
accounts and other books and records of the corporation (except such as may by
statute be specifically open to inspection) or any of them, shall be open to the
inspection of the stockholders, and the stockholders' rights in this respect are
and shall be restricted and limited accordingly.
49. TRANSACTIONS WITH THE CORPORATION
No contract or transaction between the corporation and one or more of its
directors or officers, or between the corporation and any other corporation,
partnership, association, or other organization in which one or more of its
directors or officers are directors or officers, or have a financial interest,
shall be void or voidable solely for this reason, or solely because the director
or officer is present at or participates in the meeting of the Board or
committee thereof which authorizes the contract or transaction, or solely
because his or their votes are counted for such purpose, if:
(i) the material facts as to his relationship or interest and as to the
contract or transaction are disclosed or are known to the Board or the
committee, and the Board or committee in good faith authorizes the contract
or transaction by the affirmative votes of a majority of the disinterested
directors, even though the disinterested directors be less than a quorum; or
(ii) the material facts as to his relationship or interest and as to the
contract or transaction are disclosed or are known to the stockholders
entitled to vote thereon, and the contract or transaction is specifically
approved in good faith by vote of the stockholders; or
(iii) the contract or transaction is fair as to the corporation as of
the time it is authorized, approved or ratified, by the Board, a committee
thereof, or the stockholders.
Common or interested directors may be counted in determining the presence of
a quorum at a meeting of the Board or of a committee which authorizes the
contract or transaction.
<PAGE>
No other contract or transaction in which a director or officer has an
interest and which may, under law, be authorized, approved or ratified by the
Board, a committee thereof, or the stockholders shall be void or voidable if
authorized, approved or ratified by the body which under law may authorize,
approve or ratify such contract or transaction.
50. RATIFICATION
Any transaction questioned in any stockholders' derivative suit on the
ground of lack of authority, defective or irregular execution, adverse interest
of director, officer or stockholder, nondisclosure, miscomputation, or the
application of improper principles or practices of accounting may be ratified
before or after judgment, by the Board or by the stockholders in case less than
a quorum of directors is qualified; and, if so ratified, shall have the same
force and effect as if the questioned transaction had been originally duly
authorized, and said ratification shall be binding upon the corporation and its
stockholders and shall constitute a bar to any claim or execution of any
judgment in respect to such questioned transaction.
51. VOTING OF STOCKS
Unless otherwise ordered by the Board, any one of the Chief Executive
Officer, the Chairman of the Board, the President, any Vice Chairman of the
Board, any Executive Vice President or any Senior Vice President shall have full
power and authority, on behalf of the corporation, to consent to or approve of
any action by, and to attend, act and vote at any meeting of stockholders of,
any company in which the corporation may hold shares of stock, and in giving
such consent or approval or at any such meeting shall possess and may exercise
any and all rights and powers incident to the ownership of such shares and which
as the holder thereof, the corporation might possess and exercise if personally
present, and may exercise such power and authority through the execution of
proxies or may delegate such power and authority to any other officer, agent or
employee of the corporation.
52. NOTICE
Any notice which the corporation is required to give under these By-Laws may
be given personally or it may be given in writing by depositing the notice in
the post office or letter box in a postpaid envelope directed to such address as
appears on the books of the corporation. Such notice shall be deemed to be given
at the time of mailing.
53. WAIVER OF NOTICE
Whenever any notice is required to be given, a waiver thereof in writing
signed by the person or persons entitled to the notice, whether before or after
the time stated therein, shall be deemed equivalent thereto.
54. DISPENSING WITH NOTICE
No notice need be given to any person with whom communication is made
unlawful by any law of the United States or any rule, regulation, proclamation
or executive order issued under any such law.
55. AMENDMENTS
Subject to the provisions of the Certificate of Incorporation, these By-Laws
may be altered, amended or repealed by the stockholders or by the Board.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>ex10b.txt
<DESCRIPTION>EX-10(B)
<TEXT>
Exhibit No. (10)b
KIMBERLY-CLARK CORPORATION
EXECUTIVE SEVERANCE PLAN
As
Amended and Restated
As of November 12, 2002
1. Preamble and Statement of Purpose. The purpose of this Plan
is to assure the Corporation that it will have the continued dedication of,
and the availability of objective advice and counsel from, key executives of the
Corporation notwithstanding the possibility, threat or occurrence of a change of
control of the Corporation.
In the event the Corporation receives any proposal from a third person
concerning a possible business combination with the Corporation, or acquisition
of the Corporation's equity securities, or otherwise considers or pursues a
transaction that could lead to a change of control, the Board of Directors of
the Corporation (the "Board") believes it imperative that the Corporation and
the Board be able to rely upon key executives to continue in their positions and
be available for advice, if requested, without concern that those individuals
might be distracted by the personal uncertainties and risks created by such a
possibility.
Should the Corporation receive or consider any such proposal or
transaction, in addition to their regular duties, such key executives may be
called upon to assist in the assessment of the proposal or transaction, to
advise management and the Board as to whether the proposal or transaction would
be in the best interest of the Corporation and its stockholders, and to take
such other actions as the Board might determine to be appropriate.
2. Definitions. As used in this Plan, the following terms
shall have the following respective meanings:
(a) Agreements: Executive Severance Agreements in
substantially the forms approved by the Board and attached hereto
as Exhibit A (for Tier I Participants) or Exhibit B (for Tier
II Participants).
(b) Annual Bonus Amount: For any Participant, the
Target-level award payable to the Participant for the year in
which the Relevant Date occurred (or, if not then established, for
the preceding year) or, if
<PAGE>
higher, for any subsequent year that
begins before the Qualified Termination of Employment, under the
Kimberly-Clark Corporation Executive Officer Achievement Award
Program or the Kimberly-Clark Corporation Management Achievement
Award Program, as applicable, or any successor or additional plan.
(c) Cause: The term "Cause" shall mean any of the
following:
(i) the commission by the Participant of a felony;
(ii) the Participant's dishonesty, habitual neglect or
incompetence in the management of the affairs of the
Corporation;
or
(iii) the refusal or failure by the Participant to
act in accordance with any lawful directive
or order of the Corporation, or an act or
failure to act by the Participant which is
in bad faith and which is detrimental to the
Corporation.
(d) Change of Control: A "Change of Control" shall be
deemed to have taken place upon the first of the following to
occur: (i) a third person, including a "group" as defined in
Section 13(d)(3) of the Securities Exchange Act of 1934,
acquires shares of the Corporation having 20% or more of the
total number of votes that may be cast for the election of
directors of the Corporation; or (ii) as the result of any
cash tender or exchange offer, merger or other business
combination, sale of assets or contested election, or any
combination of the foregoing transactions (a "Transaction"),
the persons who were directors of the Corporation before the
Transaction shall cease to constitute a majority of the Board
of Directors of the Corporation or any successor to the
Corporation.
(e) Code: The Internal Revenue Code of 1986, as amended.
(f) Committee: The Compensation Committee of the Board.
(g) Corporation: Kimberly-Clark Corporation and any
successor thereto that assumes this Plan and the Agreements
pursuant to Section 13 below.
<PAGE>
(h) Eligible Executive: Those key executives of the
Corporation and its Subsidiaries who are from time to time
designated by the Board as, or who pursuant to criteria
established by the Board or the Committee are, eligible to receive
an Agreement.
(i) Equity Plans: The Kimberly-Clark Corporation 2001
Equity Participation Plan, the Kimberly-Clark Corporation 1999
Restricted Stock Plan, the Kimberly-Clark Corporation 1992 Equity
Participation Plan, and any successor or additional plans under
which a Participant receives stock options, restricted stock or
other equity-based compensation.
(j) Excise Tax: The excise tax imposed by Section 4999 of
the Code, together with any interest or penalties imposed with
respect to such excise tax.
(k) Fair Market Value: With respect to any publicly
traded equity security, the reported closing price of such
security on the relevant date as reported on the composite list
used by The Wall Street Journal for reporting stock prices, or, if
no such sale shall have been made on that day, on the last
preceding day on which there was such a sale; and with respect to
any other property, the fair market value thereof as determined by
the Committee in good faith.
(l) Good Reason: Termination by the Participant for "Good
Reason" shall mean the Participant's termination of his or her
employment after the occurrence (without the Participant's
express written consent) of any one of the following acts by the
Corporation, or failures by the Corporation to act (subject to
the Corporation's ability to correct as set forth below):
(i) the assignment to the Participant of any duties
inconsistent with the Participant's status as a key
executive officer of the Corporation or a substantial
adverse alteration in the nature or status of the
Participant's responsibilities and position from
those in effect immediately prior to the Change of
Control, other than such alteration primarily
attributable
<PAGE>
to the fact that the Corporation is no longer a
public company;
(ii) a reduction by the Corporation of the
Participant's annual base salary by five percent or
more as in effect immediately prior to the Change of
Control, except for across-the-board salary
reductions similarly affecting all key executives of
the Corporation;
(iii) the Corporation's requiring the Participant to be
based at a location other than: (A) the location of
the Participant's office as of the date of the Change
of Control or another location within 50 miles from
that location; (B) the location of the headquarters
of the Corporation; or (C) the location of the
headquarters of one of its centers of operation;
provided, that required travel on the Corporation's
business to an extent substantially consistent with
the Participant's business travel obligations as of
the date of the Change of Control shall not be
considered Good Reason;
(iv) the failure of the Corporation to pay as soon as
administratively feasible, after notice from the
Participant, any portion of the Participant's current
compensation;
(v) the failure of the Corporation to continue in effect
any compensation plan in which the Participant
participates immediately prior to the Change of
Control which is material to the Participant's total
compensation, including but not limited to the
Corporation's stock option, incentive compensation,
and bonus plans, or any substitute plans adopted
prior to the Change of Control, unless an equitable
arrangement (which is embodied in an ongoing
substitute or alternative plan but which n eed not
provide the Participant with equity-based incentives)
has been made with respect to such plan, or the
failure by the Corporation to continue the
Participant's participation therein (or in such
<PAGE>
substitute or alternative plan) on a basis not
materially less favorable than the benefits provided
to other participants;
(vi) the failure by the Corporation to continue to provide
the Participant with benefits substantially similar
to those enjoyed by the Participant under any of the
Corporation's pension, life insurance, medical,
health and accident, or disability plans in which the
Participant was participating at the time of the
Change of Control, the taking of any action by the
Corporation which would directly or indirectly
materially reduce any of such benefits or deprive the
Participant of any material fringe benefit enjoyed by
the Participant at the time of the Change of Control,
or the failure by the Corporation to provide the
Participant with the number of paid vacation days to
which the Participant is entitled on the basis of
years of service with the Corporation in accordance
with the Corporation's normal vacation policy in
effect at the time of the Change of Control.
The Participant's right to terminate the Participant's
employment for Good Reason shall not be affected by the
Participant's incapacity due to physical or mental illness.
However, in order to terminate employment for Good Reason, (1)
the Participant must give the Corporation a notice setting forth
the circumstances of the act or failure to act alleged to
constitute Good Reason within 30 days after the Participant first
has actual notice of such act or failure, and stating that the
Participant has determined that such act or failure
constitutes "Good Reason" hereunder, (2) the Corporation
must fail to correct such act or failure within 30 days after
it receives such notice from the Participant, and (3) the
Participant must actually terminate his or her employment
during the period of 30 days beginning 30 days after the
Corporation receives such notice.
(m) Multiplier: For a Tier I Participant, three; and for
a Tier II Participant, two.
(n) Net After Tax Receipt: The Value of a Payment, net of
all taxes imposed on a Tier II Participant with respect thereto
under Sections
<PAGE>
1 and 4999 of the Code, determined by applying
the highest marginal rate under Section 1 of the Code which
applied to the Tier II Participant's taxable income for the
immediately preceding taxable year.
(o) Parachute Value: With respect to a Payment, the
present value as of the date of the change of control for purposes
of Section 280G of the Code of the portion of such Payment that
constitutes a "parachute payment" under Section 280G(b)(2), as
determined by the Accounting Firm for purposes of determining
whether and to what extent the Excise Tax will apply to such
Payment.
(p) Participant: An Eligible Executive who is a party to
an Agreement which has not been terminated in accordance with the
terms of this Plan.
(q) Payment: Any payment or distribution in the nature of
compensation (within the meaning of Section 280G(b)(2) of the
Code) to or for the benefit of a Participant, whether paid or
payable pursuant to this Plan or otherwise.
(r) Qualified Termination of Employment: The termination
of a Participant's employment with the Corporation and/or its
Subsidiaries either (i) within the two(2) year period following a
Change of Control of the Corporation (A) by the Corporation
without Cause, (B) by the Participant with Good Reason or (C) in
the case of a Tier I Participant only, by the Participant for any
reason during the period of 30 days beginning on the first
anniversary of the date of the Change of Control, or (ii) by the
Corporation without Cause before a Change of Control, if a Change
of Control occurs within one year after such termination and it is
reasonably demonstrated by the Participant that such termination
of employment was at the request of a third party that had taken
steps reasonably calculated to effect a Change of Control or
otherwise arose in connection with or in anticipation of a Change
of Control. A transfer of employment for administrative purposes
among the Corporation and its Subsidiaries shall not be deemed a
Qualified Termination of Employment, but if such a transfer
results in the occurrence of Good Reason, the affected Participant
shall
<PAGE>
have the right to terminate employment for Good Reason and
such termination shall be a Qualified Termination of Employment.
(s) Reduced Amount: With respect to a Participant, the
greatest aggregate amount of Separation Payments which (a) is less
than the sum of all Separation Payments and (b) results in
aggregate Net After Tax Receipts which are equal to or greater
than the Net After Tax Receipts which would result if the
Participant were paid the sum of all Separation Payments.
(t) Relevant Date: In the case of a Qualified Termination
of Employment as described in clause (ii) of the definition of
"Qualified Termination of Employment," the date of such
Qualified Termination of Employment and, in all other cases, the
date of the Change of Control.
(u) Separation Payment: With respect to a Participant, a
Payment paid or payable to the Participant pursuant to this Plan
or an Agreement (disregarding Section 9 of this Plan).
(v) Severance Period: For a Tier I Participant, the
period of three years beginning on the date of the Qualified
Termination of Employment; and for a Tier II Participant, the
period of two years beginning on the date of the Qualified
Termination of Employment.
(w) Subsidiary: Any domestic or foreign corporation at
least twenty percent (20%) of whose shares normally entitled to
vote in electing directors is owned directly or indirectly by the
Corporation or by other Subsidiaries.
(x) Tier I Participant: A Participant whose Agreement
indicates that he or she is a Tier I Participant.
(y) Tier II Participant: A Participant whose Agreement
indicates that he or she is a Tier II Participant.
(z) Value: With respect to a Payment, the economic
present value of a Payment as of the date of the change of control
for purposes of Section 280G of the Code, as determined by the
Accounting Firm using the discount rate required by Section
280G(d)(4) of the Code.
<PAGE>
3. Participation; Agreements. Eligible Executives shall be
proffered an Agreement and upon execution and delivery thereof by the
Eligible Executive evidencing such Eligible Executive's agreement not to
voluntarily leave the employ of the Corporation and its Subsidiaries and to
continue to render services during the pendency of any threatened Change of
Control of the Corporation, such Eligible Executive shall become a Participant.
Each Agreement shall indicate whether the Participant to whom it is proffered
will be a Tier I Participant or a Tier II Participant. A Participant shall cease
to be a Participant in the Plan upon the termination of the Participant's
Agreement in accordance with its terms.
4. Termination of Employment of Participants. Nothing in this
Plan shall be deemed to entitle a Participant to continued employment with
the Corporation and its Subsidiaries and the rights of the Corporation to
terminate the employment of a Participant shall continue as fully as though this
Plan were not in effect, provided that any Qualified Termination of Employment
shall entitle the Participant to the benefits herein provided. In addition,
nothing in this Plan shall be deemed to entitle a Participant under this Plan to
any rights, or to payments under this Plan, with respect to any plan in which
the Participant was not a participant prior to a Qualified Termination of
Employment.
5. Payments Upon Qualified Termination of Employment. In the
event of a Qualified Termination of Employment of a Participant, a lump sum
cash payment or payments shall be made to such Participant as compensation for
services rendered, in an amount or amounts (subject to any applicable payroll or
other taxes required to be withheld) equal to the sum of the amounts specified
in subsections (a) through (i) below, such payments to be made within 10 days
following the last day of employment of the Participant with the Corporation
except to the extent not yet calculable, in which case such portions shall be
paid as soon as practicable following the ability to calculate the amount:
(a) Salary Plus Incentive Compensation. A lump sum
amount equal to the Multiplier times the sum of (a) the
Participant's annual base salary at the rate in effect
immediately prior to the Relevant Date or, if higher,
immediately before the Qualified Termination of Employment and
(b) the Annual Bonus Amount;
<PAGE>
(b) Equity Participation Plan - Participation Shares.
A lump sum amount equal to the payment to which the
Participant would have been entitled had all Participation
Shares awarded to the Participant under any Equity Plan that
were outstanding on the Relevant Date and which had not
matured as of the date of termination of employment and which
will not mature as a result of the termination of employment,
matured, such payment to be determined as though such award
had matured and its book value at maturity been determined on
the last day of the calendar quarter preceding the date of
termination of the Participant's employment;
(c) Equity Participation Plan - Option Shares (i)
Except with respect to incentive stock options outstanding at
the effective date of the Participant's Agreement for which
the Option Price is lower than the Fair Market Value of the
Stock at such date, all stock options that were granted to the
Participant under any of the Equity Plans, including but not
limited to any substitute plans adopted prior to the Relevant
Date (or any successor or additional plan), that were
outstanding both on the Relevant Date and immediately before
the Qualified Termination of Employment, shall vest and become
exercisable and the Qualified Termination of Employment of the
Participant shall be deemed a retirement for purposes of
exercising the stock options under the terms of the Equity
Plans, and (ii) notwithstanding the foregoing, with respect to
Incentive Stock Options that were outstanding at the effective
date of the Participant's Agreement for which the Option Price
is lower than the Fair Market Value of the Stock at such date,
and which were forfeited upon the termination of the
Participant's employment, a lump sum amount equal to the
excess of (I) the aggregate Fair Market Value on the date of
termination of the shares of common stock of the Corporation
or other equity security then subject to such Incentive Stock
Options over (II) the aggregate option price for such shares
or other equity security;
(d) Restricted Stock. With respect to restricted
stock granted to the Participant under any of the Equity Plans
that were outstanding but not vested on the Relevant Date and
which are forfeited as a result of the termination of the
Participant's employment, a lump sum amount equal to
<PAGE>
the Fair Market Value of an equivalent number of shares of
common stock of the Corporation (or such other equity security
into which the restricted stock has been converted) on the
date of termination of employment;
(e) Successor or Additional Stock Appreciation Right,
Incentive Compensation, and Bonus Plan. A lump sum amount
equal to the payment to which the Participant would have been
entitled had all amounts awarded or granted to the
Participant, vested or matured, under any stock appreciation
right, incentive compensation, and bonus plans, which are
adopted after the effective date of the Participant's
Agreement and in which the Participant participates
immediately prior to the Relevant Date, including but not
limited to any substitute plans adopted prior to the Relevant
Date (or any successor or additional plan), which had not
vested or matured as of the date of termination of employment
and will not vest or mature as a result of the termination of
the Participant's employment, such payment to be determined as
though such award or grant had vested or matured on the date
of termination of the Participant's employment;
(f) Incentive Investment Plan. A lump sum amount
equal to any benefits under the Kimberly-Clark Corporation
Salaried Employees Incentive Investment Plan (or any successor
or additional plan) that the Participant has accrued, but that
are forfeited as a result of his or her termination of
employment, based upon the value of the Participant's account
as of the most recent valuation date before the date of the
Qualified Termination of Employment;
(g) Retirement Contribution Plan. A lump sum amount
equal to (a) in the case of a Tier I Participant, the
Participant's annual Retirement Contributions under the
Kimberly-Clark Corporation Retirement Contribution Plan (or
any successor or additional plans) and the Kimberly-Clark
Corporation Retirement Contribution Excess Benefit Program (or
any successor or additional plans) (collectively, the
"Retirement Contribution Plan") to which the Participant would
have been entitled if he had remained employed by the
Corporation for the Severance Period at the rate
of annual compensation specified in Section 5(i) above except
that the Annual Bonus Amount shall be treated as earned for
the year in which termination occurred and the balance of the
Severance Period and no award actually earned in, and paid
for, the year in which termination occurred shall be
considered, plus (b) for all Participants, the excess of (I)
the benefits under the Retirement Contribution Plan to which
the Participant would be entitled if the Participant were
fully vested in all of his or her benefits under the
Retirement Contribution Plan at the date of termination of
employment, over (II) the value of the benefits to which the
Participant is actually entitled at the date of termination of
employment, based upon the value of the Participant's account
as of the most recent valuation date before the date of the
Qualified Termination of Employment;
(h) Salaried Retirement Plan. In the case of a Tier I
Participant, a lump sum retirement benefit, in addition to any
benefits received under the Supplemental Benefit Plan to the
Kimberly-Clark Corporation Salaried Employees' Retirement Plan
(or any successor or additional plans) and the Second
Supplemental Benefit Plan to the Kimberly-Clark Corporation
Salaried Employees' Retirement Plan (or any successor or
additional plans) (collectively, the "Supplemental Plan") and
the Kimberly-Clark Corporation Salaried Employees' Retirement
Plan (or any successor or additional plans) (the "Salaried
Retirement Plan"), such benefit to be equal to the actuarial
present value of a straight life annuity without level income
option and in an amount equal to the excess of (a) the
benefits under the Salaried Retirement Plan and the
Supplemental Plan to which the Participant would have been
entitled in the form of a straight life annuity without level
income option if such Participant had remained employed by the
Corporation for the Severance Period, at the rate of annual
compensation specified in Section 5(i) above except that the
Annual Bonus Amount shall be treated as earned for the year in
which termination occurred and the balance of the Severance
Period and no award actually earned in, and paid for, the year
in which termination occurred shall be considered, over (b)
the benefits to which the Participant would actually have been
entitled under the Salaried Retirement Plan and the
Supple-
<PAGE>
mental Plan, had such benefit been paid in the form of a
straight life annuity without level income option; and
(i) Medical and Dental Benefits. A lump sum amount
equal to (a) the amount of the monthly premiums that the
Participant would be required to pay, if he or she elected
"COBRA" continuation coverage under the medical and dental
plans of the Corporation in which the Participant was
participating immediately before the Qualified Termination of
Employment, based upon the premium rates in effect as of the
date of the Qualified Termination of Employment, times (b) for
a Tier I Participant, 36, and for a Tier II Participant, 24.
6. Other Terms and Conditions. The Agreement to be entered
into pursuant to this Plan shall contain such other terms, provisions and
conditions not inconsistent with this Plan as shall be determined by the Board.
Where appearing in this Plan or the Agreement, the masculine shall include the
feminine and the plural shall include the singular, unless the context clearly
indicates otherwise.
7. Non-Assignability. Each Participant's rights under this
Plan shall be non-transferable except by will or by the laws of descent and
distribution.
8. Unfunded Plan. The Plan shall be unfunded. Neither the
Corporation nor the Board shall be required to segregate any assets that
may at any time be represented by benefits under the Plan. Neither the
Corporation nor the Board shall be deemed to be a trustee of any amounts to be
paid under the Plan. Any liability of the Corporation to any Participant with
respect to any benefit shall be based solely upon any contractual obligations
created by the Plan and the Agreement; no such obligation shall be deemed to be
secured by any pledge or any encumbrance on any property of the Corporation.
9. Certain Reduction of Payments by the Corporation to Tier II
Participants.
(a) Anything in this Agreement to the contrary
notwithstanding, in the event Deloitte & Touche LLP or such other
certified public accounting firm designated by the Corporation
(the "Accounting Firm") shall determine that receipt of all
Payments would subject a Participant, other than a Participant
entitled to a Gross-Up Payment under Section 10 be-
<PAGE>
low, to tax under Section 4999 of the Code, it shall determine
whether some amount of Separation Payments would meet the
definition of a "Reduced Amount." If the Accounting Firm
determines that there is a Reduced Amount, the aggregate
Separation Payments shall be reduced to such Reduced Amount. All
fees payable to the Accounting Firm with respect to this Section 9
shall be paid solely by the Corporation.
(b) If the Accounting Firm determines that aggregate
Separation Payments should be reduced to the Reduced Amount, the
Corporation shall promptly give the Participant notice to that
effect and a copy of the detailed calculation thereof, and the
Participant may then elect, in his or her sole discretion, which
and how much of the Separation Payments shall be eliminated or
reduced (as long as after such election the Value of the aggregate
Separation Payments equals the Reduced Amount), and shall advise
the Corporation in writing of his or her election within ten days
of his receipt of notice. If no such election is made by the
Participant within such ten-day period, the Corporation may elect
which of such Separation Payments shall be eliminated or reduced
(as long as after such election the Value of the aggregate
Separation Payments equals the Reduced Amount) and shall notify
the Participant promptly of such election. All determinations
made by the Accounting Firm under this Section shall be binding
upon the Corporation and the Participant and shall be made within
60 days of a termination of employment of the Participant. As
promptly as practicable following such determination, the
Corporation shall pay to or distribute for the benefit of the Tier
II Participant such Separation Payments as are then due to the
Participant under this Plan and shall promptly pay to or
distribute for the benefit of the Participant in the future such
Separation Payments as become due to the Participant under this
Plan.
(c) While it is the intention of the Corporation to
reduce the amounts payable or distributable to a Participant
hereunder only if the aggregate Net After Tax Receipts to the
Participant would thereby be increased, as a result of the
uncertainty in the application of Section 4999 of the Code at the
time of the initial determination by the Accounting Firm
<PAGE>
hereunder, it is possible that amounts will have been paid or
distributed by the Corporation to or for the benefit of a
Participant pursuant to this Plan which should not have been so
paid or distributed ("Overpayment") or that additional amounts
which will have not been paid or distributed by the Corporation to
or for the benefit of a Participant pursuant to this Plan could
have been so paid or distributed ("Underpayment"), in each case,
consistent with the calculation of the Reduced Amount hereunder.
In the event that the Accounting Firm determines that an
Overpayment has been made, based upon the assertion of a
deficiency by the Internal Revenue Service against the Corporation
or the Participant which the Accounting Firm believes has a high
probability of success, any such benefit of a Participant shall be
treated for all purposes as a loan to the Participant which the
Participant shall repay to the Corporation together with interest
at the applicable federal rate provided for in Section 7872(f)(2)
of the Code; provided, however, that no such loan shall be deemed
to have been made and no amount shall be payable by a Participant
to the Corporation if and to the extent such deemed loan and
payment would not either reduce the amount on which the
Participant is subject to tax under Section 1 and Section 4999 of
the Code or generate a refund of such taxes. In the event that
the Accounting Firm, based upon controlling precedent or
substantial authority, determines that an Underpayment has
occurred, any such Underpayment shall be promptly paid by the
Corporation to or for the benefit of the Participant together with
interest at the applicable federal rate provided for in Section
7872(f)(2) of the Code.
10. Certain Additional Payments by the Corporation to Tier I
Participants.
(a) Anything in this Plan or any Agreement to the
contrary notwithstanding and except as set forth in the next
sentence, in the event that it shall be determined that any
Payment to a Tier I Participant would be subject to the Excise
Tax, then the Tier I Participant shall be entitled to receive an
additional payment (the "Gross-Up Payment") in an amount such
that, after payment by the Tier I Participant of all taxes (and
any interest or penalties imposed with respect to such taxes),
including, without
limitation, any income taxes (and any interest and penalties
imposed with respect thereto) and Excise Tax imposed upon the
Gross-Up Payment, the Tier I Participant retains an amount of the
Gross-Up Payment equal to the Excise Tax imposed upon the
Payments. Notwithstanding the foregoing provisions of this
Section 10(a), if it shall be determined that the Tier I
Participant would (absent this sentence) be entitled to the
Gross-Up Payment, but that the Parachute Value of all Payments
does not exceed 110% of the Safe Harbor Amount, then no Gross-Up
Payment shall be made to the Tier I Participant and the provisions
of Section 9 of this Plan shall apply to that Tier I Participant.
The Corporation's obligation to make Gross-Up Payments under this
Section 10 shall not be conditioned upon the Tier I Participant's
termination of employment.
(b) Subject to the provisions of Section 10(c), all
determinations required to be made under this Section 10,
including whether and when a Gross-Up Payment is required, the
amount of such Gross-Up Payment and the assumptions to be
utilized in arriving at such determination, shall be made by the
Accounting Firm. The Accounting Firm shall provide detailed
supporting calculations both to the Corporation and the Tier I
Participant within 15 business days of the receipt of notice from
the Tier I Participant that there has been a Payment or such
earlier time as is requested by the Corporation. All fees and
expenses of the Accounting Firm shall be borne solely by the
Corporation. Any Gross-Up Payment, as determined pursuant to
this Section 10, shall be paid by the Corporation to or for the
benefit of the applicable Tier I Participant within 5 days of the
receipt of the Accounting Firm's determination. Any determination
by the Accounting Firm shall be binding upon the Corporation and
the Tier I Participant. As a result of the uncertainty in the
application of Section 4999 of the Code at the time of the
initial determination by the Accounting Firm hereunder, it
is possible that Gross-Up Payments that will not have been made
by the Corporation should have been made (an "Underpayment"),
consistent with the calculations required to be made hereunder.
In the event the Corporation exhausts its remedies pursuant to
Section 10(c) and the Tier I Participant thereafter is required
to make a payment of any Excise Tax, the Accounting Firm shall
determine the amount of the
<PAGE>
Underpayment that has occurred and any such Underpayment shall
be promptly paid by the Corporation to or for the benefit of the
Tier I Participant.
(c) Each Tier I Participant shall notify the Corporation
in writing of any claim by the Internal Revenue Service
that, if successful, would require the payment by the
Corporation of the Gross-Up Payment. Such notification shall
be given as soon as practicable, but no later than 10
business days after the Tier I Participant is informed in
writing of such claim. The Tier I Participant shall apprise
the Corporation of the nature of such claim and the date on which
such claim is requested to be paid. The Tier I Participant
shall not pay such claim prior to the expiration of the 30-day
period following the date on which the Tier I Participant gives
such notice to the Corporation (or such shorter period ending on
the date that any payment of taxes with respect to such claim is
due). If the Corporation notifies the Tier I Participant in
writing prior to the expiration of such period that the
Corporation desires to contest such claim, the Tier I Participant
shall:
(1) give the Corporation any information
reasonably requested by the Corporation
relating to such claim,
(2) take such action in connection with
contesting such claim as the Corporation shall
reasonably request in writing from time to
time, including, without limitation,
accepting legal representation with respect
to such claim by an attorney reasonably
selected by the Corporation,
(3) cooperate with the Corporation in good faith
in order effectively to contest such claim,
and
(4) permit the Corporation to participate in any
proceedings relating to such claim;
provided, however, that the Corporation shall bear and pay
directly all costs and expenses (including additional interest
and penalties) incurred in connection with such contest, and
shall indemnify and hold the Tier I
<PAGE>
Participant harmless, on an after-tax basis, for any Excise Tax or
income tax (including interest and penalties) imposed as a result
of such representation and payment of costs and expenses. Without
limitation of the foregoing provisions of this Section 10(c),
the Corporation shall control all proceedings taken in
connection with such contest, and, at its sole discretion, may
pursue or forgo any and all administrative appeals, proceedings,
hearings and conferences with the applicable taxing authority in
respect of such claim and may, at its sole discretion, either pay
the tax claimed to the appropriate taxing authority on behalf of
the Tier I Participant and direct the Tier I Participant to sue
for a refund or contest the claim in any permissible manner, and
the Tier I Participant agrees to prosecute such contest to a
determination before any administrative tribunal, in a court of
initial jurisdiction and in one or more appellate courts, as the
Corporation shall determine; provided, however, that, if the
Corporation directs the Tier I Participant to pay such claim and
directs the Tier I Participant to sue for a refund, the
Corporation shall indemnify and hold the Tier I Participant
harmless, on an after-tax basis, from any Excise Tax or income tax
(including interest or penalties) imposed with respect to such
payment or with respect to any imputed income in connection with
such payment; and provided, further, that any extension of the
statute of limitations relating to payment of taxes for the
taxable year of the Tier I Participant with respect to which such
contested amount is claimed to be due is limited solely to such
contested amount. Furthermore, the Corporation's control of the
contest shall be limited to issues with respect to which the
Gross-Up Payment would be payable hereunder, and the Tier I
Participant shall be entitled to settle or contest, as the case
may be, any other issue raised by the Internal Revenue Service or
any other taxing authority.
(d) If, after the receipt by a Tier I Participant of a
Gross-Up Payment or payment by the Corporation of an amount on the
Tier I Participant's behalf pursuant to Section 10(c), the Tier I
Participant becomes entitled to receive any refund with respect to
the Excise Tax to which such Gross-Up Payment relates or with
respect to such claim, the Tier I Participant shall (subject to
the Corporation's complying with the require-
<PAGE>
ments of Section 10(c), if applicable) promptly pay to the
Corporation the amount of such refund (together with any interest
paid or credited thereon after taxes applicable thereto). If,
after payment by the Corporation of an amount on the Tier I
Participant's behalf pursuant to Section 10(c), a determination is
made that the Tier I Participant shall not be entitled to any
refund with respect to such claim and the Corporation does not
notify the Tier I Participant in writing of its intent to contest
such denial of refund prior to the expiration of 30 days after
such determination, then the amount of such payment shall offset,
to the extent thereof, the amount of Gross-Up Payment required to
be paid.
(e) Notwithstanding any other provision of this Plan, the
Corporation may, in its sole discretion, withhold and pay over
to the Internal Revenue Service or any other applicable taxing
authority, for the benefit of a Tier I Participant, all or any
portion of any Gross-Up Payment, and by signing an Agreement,
the Tier I Participant shall consent to such withholding.
11. No Duty to Mitigate. In no event shall any Participant be
obligated to seek other employment or take any other action by way of
mitigation of the amounts payable to the Participant under any of the provisions
of this Plan, and such amounts shall not be reduced whether or not the
Participant obtains other employment.
12. Termination and Amendment of this Plan. The Board shall
have power at any time, in its discretion, to amend, abandon or terminate
this Plan, in whole or in part; except that no amendment, abandonment or
termination shall impair or abridge the obligations of the Corporation under any
Agreements previously entered into pursuant to this Plan except as expressly
permitted by the terms of such Agreements.
13. Successors. The Corporation shall require any successor
(whether direct or indirect, by purchase, merger, consolidation or
otherwise) to all or substantially all of its business and/or assets to assume
expressly and agree to perform this Plan and the Agreements in the same manner
and to the same extent that the Corporation would be required to perform them if
no such succession had taken place.
14. Effective Date. This amended and restated Plan shall
become effective on November 12, 2002.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>ex10d.txt
<DESCRIPTION>EX-10(D)
<TEXT>
Exhibit No. (10)d
KIMBERLY-CLARK CORPORATION
EXECUTIVE OFFICER ACHIEVEMENT AWARD PROGRAM
(as adopted effective April 25, 2002)
1. PURPOSE
This Executive Officer Achievement Award Program ("EOAAP" or the "Plan") is
adopted effective April 25, 2002. The purpose of EOAAP is to further unite
the interests of the stockholders of Kimberly-Clark Corporation (the
"Company") and its executive officers through the annual payment of
performance-based incentive compensation to each participating executive in
the form of a cash award.
2. ELIGIBILITY
Employees eligible to participate in EOAAP (the "Participants") shall be
limited to the Chief Executive Officer and other executive officers of the
Company (within the meaning of Rule 3b-7 of the Securities Exchange Act of
1934 as amended from time to time) as of March 30 of each calendar year
("performance year") who shall receive awards under the Plan for such
performance year. An individual who becomes an executive officer after March
30 and on or before October 1 of a calendar year shall receive an award as
provided in Section 3.
3. AWARDS
Subject to the Compensation Committee's discretion to reduce such awards,
each Participant shall be entitled to an award for each performance year
equal to 0.3 percent of the Company's earnings before unusual items. The
Company's independent auditors will review the Company's calculation of the
award amount and confirm its mathematical accuracy to the Compensation
Committee.
An individual who becomes a Participant after March 30 and on or before
October 1 of a performance year shall receive an award for that performance
year based on the earnings before unusual items of the Company for each
calendar quarter following the quarter in which the individual becomes an
executive officer.
4. PAYMENT OF AWARDS; COMPENSATION COMMITTEE DISCRETION TO REDUCE
As soon as practicable after the end of each performance year, the Company's
independent auditors shall report to the Compensation Committee the
Company's earnings before unusual items and the Compensation Committee shall
certify the amount of each award for that year under the provisions of this
Plan.
The Compensation Committee, in its sole discretion, based on any factors the
Compensation Committee deems appropriate, may reduce the award to a
Participant in any year (including reduction to zero if the Compensation
Committee so determines). The Compensation Committee shall make a
determination of whether and to what extent to reduce awards under the Plan
for each year at such time or times as
<PAGE>
the Compensation Committee shall deem appropriate. The reduction in the
amount of an award to a Participant for a performance year shall have no
effect on the amount of the award to any other Participant for such year.
Payments of awards to Participants who are employees of subsidiaries of the
Company shall be paid directly by such subsidiaries.
Termination of employment for any reason may result in a pro rata or other
adjustment to the amount of the award on such basis as shall be determined
fair and equitable by the Compensation Committee.
Notwithstanding any provision of EOAAP, no award shall be paid to a
Participant who, in any calendar year, has discharged his principal
accountabilities in a manner deemed unacceptable by the Chief Executive
Officer. Participants under the EOAAP will be ineligible for awards relating
to the same calendar quarter under the Company's Management Achievement
Award Program.
Awards shall be paid in cash as of a date or dates determined by the
Compensation Committee or, if the Compensation Committee makes no
determination, as soon as practicable after the amount of the award has been
determined.
Prior to becoming entitled to receive an award, a Participant may elect to
defer the receipt thereof to some future date or dates. Except as otherwise
provided under the Company's Deferred Compensation Plan, deferred EOAAP
awards shall not bear interest.
5. GENERAL PROVISIONS
The Plan shall be administered by the Compensation Committee. The
Compensation Committee, in its sole discretion, shall have the power to
interpret and construe the Plan; provided, however, that no such action or
determination may increase the amount of compensation payable that would
otherwise be due in a manner that would result in the disallowance of a
deduction to the Company under Section 162(m) of the Code or any successor
section. Any interpretation or construction of any provisions of the Plan by
the Compensation Committee shall be final and conclusive upon all persons.
No member of the Board or the Compensation Committee shall be liable for any
action or determination made in good faith.
"Compensation Committee" means the Compensation Committee of the Board of
Directors of the Company, provided that if the requisite number of members
of the Compensation Committee are not Disinterested Persons, the Plan shall
be administered by a committee, all of whom are Disinterested Persons,
appointed by the Board and consisting of two or more directors with full
authority to act in the matter.
Except as provided in this Plan, no right of any Participant shall be
subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance, charge, attachment, garnishment, execution,
levy, bankruptcy, or any other disposition of any kind, whether voluntary or
involuntary, prior to actual payment of an award. No Participant, or any
other person, shall have any interest in any fund, or in any specific asset
or assets of the Company, by reason of an award that has been made but has
not been paid or distributed.
<PAGE>
Nothing contained in the EOAAP shall be construed as a contract of
employment or as a right of any Participant to be continued in the
employment of the Company, or as a limitation on the right of the Company to
discharge any Participant with or without cause.
The Compensation Committee may at any time amend, suspend, or discontinue
the Plan or alter or amend any or all awards under the Plan to the extent
(1) permitted by law and (2) that such action would not result in the
disallowance of a deduction to the Company under Section 162(m) of the Code
or any successor section (including the rules and regulations promulgated
thereunder); provided, however, that if any of the foregoing requires the
approval by stockholders of any such amendment, suspension or
discontinuance, then the Compensation Committee may take such action subject
to the approval of the stockholders. No such amendment, suspension, or
discontinuance of the Plan shall, without the consent of the Participant,
adversely alter or change any of the rights or obligations under any awards
previously granted the Participant. In the case of a Participant employed
outside the United States, the Compensation Committee may vary the
provisions of the Plan as it may deem appropriate to conform to local laws,
practices and procedures. Further, unless the stockholders of the Company
shall have first approved thereof, no amendments shall be made which shall
increase the maximum amount of any award above the amount determined by the
formula described in Section 3 in any year.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>6
<FILENAME>ex10f.txt
<DESCRIPTION>EX-10(F)
<TEXT>
Exhibit No. (10)f
KIMBERLY-CLARK CORPORATION
DEFERRED COMPENSATION PLAN
EFFECTIVE AS OF OCTOBER 1, 1994
AMENDED AND RESTATED
AS OF APRIL 25, 2002
<PAGE>
KIMBERLY-CLARK CORPORATION
DEFERRED COMPENSATION PLAN
KIMBERLY-CLARK CORPORATION HEREBY AMENDS AND RESTATES IN ITS ENTIRETY,
THE KIMBERLY-CLARK CORPORATION DEFERRED COMPENSATION PLAN, EFFECTIVE
APRIL 25, 2002.
I. PURPOSE
The purpose of this Kimberly-Clark Corporation Deferred Compensation
Plan is to permit a select group of management or highly compensated
employees of Kimberly-Clark Corporation and its subsidiaries to defer
income which would otherwise become payable to them.
II. DEFINITIONS AND CERTAIN PROVISIONS
2.1 "Agreement" means the Plan Agreement(s) executed between a
Participant and the Company, whereby a Participant agrees to
defer a portion of his or her Salary or Bonus, or both,
pursuant to the provisions of the Plan, and the Company agrees
to make benefit payments in accordance with the provisions of
the Plan. In the event the terms of the Agreement conflict
with the terms of the Plan, the terms of the Plan shall be
controlling.
2.2 "Beneficiary" means the person or persons who under this Plan
becomes entitled to receive a Participant's interest in the
event of the Participant's death.
2.3 "Board of Directors" means the Board of Directors of the
Company.
2.4 "Bonus" means any amount(s) paid during a calendar year to the
Participant under the Company's Management Achievement Award
Program or any successor program, the Company's Executive
Officer Achievement Award Program, or any successor or
additional program.
2.5 A "Change of Control" of the Company shall be deemed to have
taken place if: (i) a third person, including a "group" as
defined in Section 13(d)(3) of the Securities Exchange Act of
1934, as amended, acquires shares of the Company having 20% or
more of the total number of votes that may be cast for the
election of Directors of the Company; or (ii) as the result of
any cash tender or exchange offer, merger or other business
combination, sale of assets or contested election, or any
combination of the foregoing transactions (a "Transaction"),
the persons who were directors of the Company before the
Transaction shall cease to constitute a majority of the Board
of Directors of the Company or any successor to the Company.
2.6 "Code" means the Internal Revenue Code for 1986, as amended
and any lawful regulations or other pronouncements promulgated
thereunder.
2.7 "Committee" means the Retirement Trust Committee named under
the Kimberly-Clark Corporation Salaried Employers' Retirement
Plan.
2.8 "Company" means Kimberly-Clark Corporation, a Delaware
corporation, and its subsidiaries and any successor in
interest. For purposes of the Plan, a subsidiary
<PAGE>
is a corporation, 50% or more of the voting shares of which
are owned directly or indirectly by the Company, which is
incorporated under the laws of one of the states of the United
States.
2.9 "Compensation Committee" means the Compensation Committee of
the Board of Directors.
2.10 "Deferral Year" means any calendar year 1995 through 2006. For
purposes of 1994, Deferral Year means the Effective Date of
the Plan through December 31, 1994. For purposes of 1994,
Deferral Year means the Effective Date of the Plan through
December 31, 1994.
2.11 "Deferred Benefit Account" means the cumulative total dollar
amount that a Participant elects to defer in the Agreement,
including gains and losses pursuant to Section 3 as maintained
on the books of the Company for a Participant under this Plan.
A Participant's Deferred Benefit Account shall not constitute
or be treated as a trust fund of any kind.
2.12 "Determination Date" means the date on which the amount of a
Participant's Deferred Benefit Account is determined as
provided in Article III hereof.
2.13 "Disability" shall have the same meaning as the phrase
"Totally and Permanently Disabled" under the Kimberly-Clark
Corporation Salaried Employees' Retirement Plan. The
determination of a Participant's having become Disabled shall
be made by the Retirement Committee of the Kimberly-Clark
Corporation Salaried Employees' Retirement Plan.
2.14 "Effective Date" means October 1, 1994.
2.15 "Investment Grade" means a bond rating of BBB minus, or its
equivalent, by one of the nationally recognized rating
agencies.
2.16 "Participant" means an employee of the Company, or its
subsidiaries or affiliated companies, who is eligible to
participate in the Plan pursuant to Article III, who has
executed an Agreement with the Company, and who has commenced
Salary or Bonus, or both Salary and Bonus, reductions pursuant
to such Agreement.
2.17 "Plan" means the Kimberly-Clark Corporation Deferred
Compensation Plan as amended from time to time.2.18
2.18 "Retirement Date" means the date of Termination of Service of
the Participant on or after he or she attains age 55 and has
5 Years of Service with the Company.
2.19 "Salary" means the Participant's base salary which would be
received during a calendar year if no election to defer were
made, including any 401(k) Contributions under the Company
Incentive Investment Plan or pre-tax contributions under the
Company's Flexible Benefit Plan." For purposes of this Plan,
Salary shall not include severance or other payments made in
connection with a Participant's Termination of Service.
<PAGE>
2.20 "Termination of Service" means the Participant's cessation of
his or her service with the Company for any reason whatsoever,
whether voluntarily or involuntarily, including by reason of
retirement, death, or Disability.
2.21 "Valuation Date" means, for purposes of crediting earnings
under Section 3.6 and determining a Participant's Deferred
Benefit Account under Section 3.7, any business day on which
securities are traded on the New York Stock Exchange.
2.22 "Years of Service" shall have the same meaning as defined
under the Kimberly-Clark Corporation Salaried Employees'
Retirement Plan.
III. PARTICIPATION AND COMPENSATION REDUCTION
3.1 Participation. Participation in the Plan shall be limited to
the Chief Executive Officer, elected officers and all eligible
officers and/or employees of the Company, approved to
participate by the Chief Executive Officer in his sole
discretion, and who elect to participate in the Plan. A
Participant must file an Agreement with the Committee, at such
time and in such form as the Committee may require or permit,
prior to the first day of the deferral period in which a
Participant's participation commences in the Plan. The
election to participate shall be effective upon receipt by the
Committee of the Agreement that is properly completed and
executed in conformity with the Plan.
3.2 Minimum and Maximum Deferral and Length of Participation.
A Participant may elect to defer any amount of his or her
Salary or Bonus, or both, to the extent that any portion of
such amounts would not be deductible by the Company pursuant
to Section 162(m) of the Code. In addition, a Participant may
elect to defer from 10% to 100% of his or her Bonus paid
during a Deferral Year in 1% increments.
In the event a Participant elects to defer an amount of his or
her Salary and/or Bonus that would not allow for the full
payment of all FICA, federal, state and/or local income tax
liabilities, the Company may withhold all or a portion of any
applicable taxes from the Participant's Salary to the extent
required by law.
In no event may the amount of a Participant's deferral
election related to his or her Bonus paid during a
Deferral Year be less than $5,000. The deferral opportunity
shall extend through December 31, 2006. A Participant shall
make an annual election for the upcoming Deferral Year in the
year preceding the Deferral Year for which the election is
being made. Except as provided in Section 3.5, "Emergency
Benefit: Waiver of Deferral," any election so made shall be
irrevocable with respect to Salary and Bonus applicable to
that Deferral Year.
Notwithstanding anything in this Plan to the contrary,
a Participant may not elect to defer any amount under this
Plan unless the Participant files a statement with
the Committee that the Participant had individual income in
excess of $200,000 in each of the two most recent years or
joint income with that person's spouse in excess of $300,000
in each of those years and has a reasonable expectation of
reaching the same income level in the current year.
3.3 Timing of Deferral Credits. The amount of Salary or Bonus, or
both that a Participant elects to defer in the Agreement shall
cause an equivalent reduction in
<PAGE>
the Participant's Salary and Bonus, respectively. Deferrals
shall be credited throughout each Deferral Year as the
Participant is paid the non-deferred portion of Salary and
Bonus for such Deferral Year.
3.4 New Participants. An individual who is hired into a position
which satisfies the requirements of a Participant shall be
eligible to participate in the Plan thirty (30) days after
satisfying the criteria for participation. The eligible
employee shall be bound by all terms and conditions of the
Plan, provided, however, that his Agreement must be filed no
later than thirty (30) days following his eligibility to
participate.
Employees who satisfy the criteria of a Participant as a
result of a promotion or Salary increase will be eligible to
participate in the Plan beginning on January 1st of the
calendar year following eligibility.
3.5 Emergency Benefit: Waiver of Deferral. In the event that the
Committee, upon written petition of the Participant or his or
her Beneficiary, determines in its sole discretion, that the
Participant or his or her Beneficiary has suffered an
unforeseeable financial emergency, the Company shall pay to
the Participant or his or her Beneficiary as soon as possible
following such determination, an amount from the Participant's
Deferred Benefit Account not in excess of the amount necessary
to satisfy the emergency. For purposes of this Plan, an
"unforeseeable financial emergency" is an unanticipated
emergency that is caused by an event beyond the control of the
Participant or Beneficiary and that would result in severe
financial hardship to the individual if the emergency
distribution were not permitted. Cash needs arising from
foreseeable events, such as the purchase of a residence or
education expenses for children shall not be considered the
result of an unforeseeable financial emergency. For purposes
of this Plan, an "unforeseeable financial emergency" is
limited to an event described in Treasury Regulation section
1.401(k)-1(d)(2)(iv)(A)(1) or (4). For purposes of this Plan,
a distribution is in "the amount necessary to satisfy the
emergency" only if the requirements of Treasury Regulation
section 1.401(k)-1(d)(2)(iv)(B) are satisfied. The Committee
shall also grant a waiver of the Participant's agreement to
defer a stated amount of Salary and Bonus upon finding that
the Participant has suffered an unforeseeable financial
emergency. The waiver shall be for such period of time as the
Committee deems necessary under the circumstances to relieve
the hardship.
3.6 Crediting of Earnings - As of the close of business on
each Valuation Date the designated Deferred Benefit Account of
each Participant shall be capable of being valued and adjusted
to preserve for each Participant his or her proportionate
interest in the related funds as if such account held actual
assets and such assets were among such investment funds as the
Participant, retired Participant or Beneficiary elected
pursuant to Section 3.8. As of each Valuation Date the
Deferred Benefit Account of each Participant shall be capable
of being adjusted to reflect the effect of income, collected
and accrued, realized and unrealized profits and losses,
expenses which would have been incurred in connection with the
sale, investment and reinvestment of the investment funds
(such as brokerage, postage, express and insurance charges and
transfer taxes), and all other transactions with respect to
the related fund. The effect of such transactions shall be
determined by the Committee in accordance with generally
accepted valuation principles applied
<PAGE>
on a consistent basis. Each Participant's Deferred Benefit
Account shall then be appropriately credited with his or her
deferred amounts as set forth in Section 3.7.
3.7 Determination of Account. The balance of each Participant's
Deferred Benefit Account as of each Valuation Date shall be
calculated, in a manner determined by the Committee in
accordance with generally accepted valuation principles
applied on a consistent basis, as follows: the beginning
balance of each Participant's Deferred Benefit Account; less
distributions payable pursuant to Section 4.11 as of the
Valuation Date coincident with the Determination Date set
forth in Section 4.11 or, if none, the Valuation Date
immediately following such Determination Date; plus investment
earnings, gains and losses determined pursuant to Section 3.6
credited to each Participant's Deferred Benefit Account; plus
Participant deferrals credited to each Participant's Deferred
Benefit Account pursuant to Section 3.3.
3.8 Investment Funds and Elections. - Participants, retired
Participants, and Beneficiaries may elect that their Deferred
Benefit Account be credited with earnings, gains and losses as
if such accounts held actual assets and such assets were among
such investment funds as the Company may designate. Any such
direction of investment shall be subject to such rules as the
Company and the Committee may prescribe, including, without
limitation, rules concerning the manner of providing
investment directions, the frequency of changing such
investment directions, and method of crediting earnings, gains
and losses for any portion of a Deferred Benefit Account which
is not covered by any valid investment directions.
Participants, retired Participants, and Beneficiaries shall
allocate their Deferred Benefit Account among the deemed
investment options by making an election online or filing an
election with the Committee at such time and in such form as
the Committee may require or permit. A Participant, retired
Participant or Beneficiary may elect to allocate his or her
Deferred Benefit Account in 1% increments (minimum of 5% per
investment option), among as many of the investment options
which are offered by the Company. The investment funds which
the Company may designate shall include but not be limited to
the following types of funds, which can be managed on an
individual basis or as part of a mutual fund, as the Company
shall determine:
(a) money market funds;
(b) common stock funds;
(c) bond funds;
(d) balanced funds;
(e) investment funds which are primarily invested in insurance
contracts; and
(f) investment funds which are provided for
under insurance contracts.
The Company shall have the sole discretion to determine the
number of investment funds to be designated hereunder and the
nature of the funds and may change or eliminate the investment
funds provided hereunder from time to time. The Committee
shall determine the rate of earnings, gains and losses to be
credited to Participant's Deferred Benefit Accounts under this
Plan with respect to any such investment fund for any period,
taking into account the return, net of any expenses which
would have been incurred in connection with the sale,
investment and reinvestment of the investment funds (such as
brokerage, postage, express
<PAGE>
and insurance charges and transfer taxes), of such investment
funds for such period.
3.9 Reallocations. Prior to January 1, 2001, a Participant may
elect to reallocate all or any whole percentage portion of his
Deferred Benefit Account effective as of the last Valuation
Date of any calendar month.
Effective January 1, 2001, a Participant may elect as of any
day on which securities are traded on the New York Stock
Exchange to change the manner in which his or her Deferred
Benefit Account and his or her future deferrals are deemed
invested among the available investment fund options. Any
change of investment allocation received will be effective as
of the close of business on that business day if received by
3:00 p.m. Central Time (or, if earlier, the closing time of
the New York Stock Exchange or such other time and under such
other conditions as may be imposed by the recordkeeper or the
Committee under the Company Incentive Investment Plan). The
determination of a Participant's having timely elected a
change of investment allocation shall be made under the same
terms and conditions as are applicable to "Timely Notice" of
elections to reallocate under the terms of the Company
Incentive Investment Plan.
3.10 Vesting of Deferred Benefit Account. A Participant shall be
100 percent vested in his or her Deferred Benefit Account
equal to the amount of Salary and Bonus he or she deferred
into the Deferred Benefit Account and the earnings, gains or
losses credited thereon.
IV. BENEFITS
4.1 Inservice Distribution. At the time a Participant executes an
Agreement, he or she may elect to receive a return of his or
her deferrals. The amount of the return of deferral shall be
equal to the lesser of the amount deferred in a specific year
or the Participant's Deferred Benefit Account. Each such
return of deferral shall be made in a lump sum as soon as
administratively feasible on or after the last business day of
October, which shall be no less than five (5) Deferral Years
following the year in which the deferral was originally made,
provided that the Participant continues in the employ of the
Company, its subsidiary or affiliated company until such date.
Once the Participant elects to receive his or her return of
deferral, the election shall be irrevocable. A return of
deferral pursuant to this Section 4.1 shall only be paid prior
to a Participant's Termination of Service. Any return of
deferral paid shall be deemed a distribution, and shall be
deducted from the Participant's Deferred Benefit Account. A
separate return of deferrals election shall be made for each
Deferral Year.
4.2 Retirement Benefit. Subject to Section 4.6 below, upon a
Participant's Retirement Date, he or she shall be entitled to
receive the amount of his or her Deferred Benefit Account. The
form of benefit payment, and the commencement of such benefit,
shall be as provided in Section 4.6.
<PAGE>
4.3 Termination Benefit. Upon the Termination of Service of a
Participant prior to his or her Retirement Date, for reasons
other than death or Disability, the Company shall pay to the
Participant, a benefit equal to his or her Deferred Benefit
Account.
Unless otherwise directed by the Committee, the termination
benefit shall be payable in a lump sum as set forth in Section
4.11 following the Participant's Termination of Service. Upon
a Termination of Service, the Participant shall immediately
cease to be eligible for any other benefit provided under this
Plan.
4.4 Death Benefit. Upon the death of a Participant or a retired
Participant, the Beneficiary of such Participant shall receive
the Participant's remaining Deferred Benefit Account. Payment
of a Participant's remaining Deferred Benefit Account shall be
in accordance with Section 4.6.
4.5 Disability. In the event of a Termination of Service due to
Disability prior to his or her Retirement Date, a disabled
Participant shall receive his or her remaining Deferred
Benefit Account. Payment of a Participant's remaining Deferred
Benefit Account shall be in accordance with Section 4.6.
4.6 Form of Benefit Payment.
(a) Upon the happening of an event described in Sections
4.1, 4.2, 4.3, 4.4, or 4.5, the Company shall pay to
the Participant the amount specified therein in a
lump sum.
(b) In the event that a Participant retires as described
in Section 4.2, the Participant may, with the consent
of the Committee, elect an installment form of
benefit payments. The written request must be made
prior to December 31 of the calendar year preceding
prior to December 31 of the calendar year
preceding the Participant's Retirement Date. The
Committee may, in its sole and absolute discretion,
grant the Participant's request. If, upon a
Participant's Retirement Date, the balance of a
Participant's Deferred Benefit Account is less than
$25,000, the Participant will be paid his or her
Deferred Benefit Account balance as of the
Participant's Retirement Date, in a final lump sum
payment.
(c) In the event of the death of the Participant, as
described in Section 4.4, the Participant's
Beneficiary may, with the consent of the Committee,
elect an installment benefit payment. This written
request must be made no later than thirty (30) days
after the Participant's date of death. The Committee
may, in its sole discretion, grant such Beneficiary's
request.
(d) In the event that a Participant terminates service
due to a Disability as described in Section 4.5, the
Participant may, with the consent of the Committee,
elect an installment form of benefit payment. The
written request must be made no later than thirty
(30) days after the date the Participant is
determined to be disabled by the Retirement Committee
of the Kimberly-Clark Salaried Employees' Retirement
Plan. The Committee may, in its sole discretion,
grant the Participant's request.
<PAGE>
(e) In the event that installment payments are to
made pursuant to Subsections 4.6(b), (c) or
(d), such payments shall be in quarterly installments
commencing as soon as administratively feasible after
the Committee grants the request for an installment
form of benefit payment. Such quarterly installments
shall be payable in approximately equal amounts over
a period, no less than two (2) calendar years and no
more than twenty (20) calendar years. In addition,
if, at the time a Participant is scheduled to receive
an installment payment, the balance of his or her
Deferred Benefit Account is less than $5,000, the
Participant will be paid his or her remaining
Deferred Benefit Account balance in a final lump sum
payment.
Initially, the amount of any installments under the
installment form of payment described in this
Subsection 4.6(e) shall be equal to the balance of
the Participant's Deferred Benefit Account to be
distributed divided by the number of installments to
be paid. The amount of the installment payments shall
be recomputed annually and the installment payments
shall be increased or decreased to reflect any
changes in the Participant's Deferred Benefit Account
due to fluctuations in earnings, gains and losses on
the remaining balance and the number of remaining
installments. Quarterly installments payments will be
made on the last business day of January, April, July
and October.
4.7 Limitations on the Annual Amount Paid to a Participant.
Notwithstanding any other provisions of this Plan to the
contrary, in the event that a portion of the payments due a
Participant pursuant to Sections 3.5, 4.1, 4.2, 4.3, 4.4, 4.5,
or 4.6 would not be deductible by the Company pursuant to
Section 162(m) of the Code, the Company, at its sole
discretion, may postpone payment of such amounts to the
Participant until such time that the payments would be
deductible by the Company. Provided, however, that no payment
postponed pursuant to this Section 4.7 shall be postponed
beyond the first anniversary of such Participant's Termination
of Service.
4.8 Change of Control and Lump Sum Payments.
(a) If there is a Change of Control, notwithstanding any
other provision of this Plan, any Participant who has
a Deferred Benefit Account hereunder may, at any
time during a twenty-four (24) month period
immediately following a Change of Control, elect to
receive an immediate lump sum payment of the balance
of his or her Deferred Benefit Account, reduced by a
penalty equal to ten percent (10%) of the
Participant's Deferred Benefit Account as of the
Determination Date. The ten percent (10%) penalty
shall be permanently forfeited and shall
not be paid to, or in respect of, the Participant.
(b) If there is a Change of Control, notwithstanding any
other provision of this Plan, any retired or disabled
Participant, or Beneficiary, who has a Deferred
Benefit Account hereunder may, at any time during a
twenty-four (24) month period immediately following a
Change of Control, elect to receive an immediate lump
sum payment of the balance of his or her Deferred
Benefit Account, reduced by a penalty equal to five
percent (5%) of the Participant's Deferred Benefit
Account as of the Determination Date. The
<PAGE>
five percent (5%) penalty of the retired or disabled
Participant's or Beneficiary's Deferred Benefit
Account shall be permanently forfeited and shall not
be paid to, or in respect of, the retired or disabled
Participant or Beneficiary.
(c) In the event no such request is made by a
Participant, a retired or disabled Participant or
Beneficiary, the Plan and Agreement shall remain in
full force and effect.
4.9 Change In Credit Rating and Lump Sum Payments.
In the event the Company's financial rating falls below
Investment Grade, a Participant, retired or disabled
Participant, or Beneficiary may at any time during a six (6)
month period following the reduction in the Company's
financial rating, elect to receive an immediate lump sum
payment of the balance of his or her Deferred Benefit Account
reduced by a penalty equal to ten percent (10%) of the
Participant's Deferred Benefit Account or five percent (5%) of
the retired or disabled Participant's or Beneficiary's
Deferred Benefit Account. The penalties accrued hereunder
shall be permanently forfeited and shall not be paid to, or in
respect of, the Participant, retired or disabled Participant
or Beneficiary.
In the event no such request is made by a Participant, retired
or disabled Participant or Beneficiary, the Plan and Agreement
shall remain in full force and effect.
4.10 Tax Withholding. To the extent required by law in effect at
the time payments are made, the Company shall withhold any
taxes required to be withheld by any Federal, State or local
government.
4.11 Commencement of Payments. Unless otherwise provided,
commencement of payments under this Plan shall be as soon as
administratively feasible on or after the Determination Date
after receipt of notice by the Committee of an event which
entitles a Participant or a Beneficiary to payments under this
Plan.
4.12 Recipients of Payments: Designation of Beneficiary. All
payments to be made by the Company under the Plan shall be
made to the Participant during his or her lifetime, provided
that if the Participant dies prior to the completion of such
payments, then all subsequent payments under the Plan shall be
made by the Company to the Beneficiary determined in
accordance with this Section. The Participant may designate a
Beneficiary by filing a written notice of such designation
with the Committee in such form as the Committee requires and
may include contingent Beneficiaries. The Participant may from
time-to-time change the designated Beneficiary by filing a new
designation in writing with the Committee. If no designation
is in effect at the time when any benefits payable under this
Plan shall become due, the Beneficiary shall be the spouse of
the Participant, or if no spouse is then living, the
representatives of the Participant's estate.
<PAGE>
V. CLAIMS FOR BENEFITS PROCEDURE
5.1 Claim for Benefits. Any claim for benefits under the Plan
shall be made in writing to any member of the Committee. If
such claim is wholly or partially denied by the Committee, the
Committee shall, within a reasonable period of time, but not
later than sixty (60) days after receipt of the claim, notify
the claimant of the denial of the claim. Such notice of denial
shall be in writing and shall contain:
(a) The specific reason or reasons for denial of the
claim;
(b) A reference to the relevant Plan provisions upon
which the denial is based;
(c) A description of any additional material or
information necessary for the claimant to perfect the
claim, together with an explanation of why such
material or information is necessary; and
(d) An explanation of the Plan's claim review procedure.
If no such notice is provided, the claim shall be deemed to
have been denied.
5.2 Request for Review of a Denial of a Claim for Benefits. Upon
the receipt by the claimant of written notice of denial of the
claim, the claimant may file a written request to the
Committee, requesting a review of the denial of the claim,
which review shall include a hearing if deemed necessary by
the Committee. In connection with the claimant's appeal of the
denial of his or her claim, he or she may review relevant
documents and may submit issues and comments in writing.
5.3 Decision Upon Review of Denial of Claim for Benefits. The
Committee shall render a decision on the claim review
promptly, but no more than sixty (60) days after the receipt
of the claimant's request for review, unless special
circumstances (such as the need to hold a hearing) require an
extension of time, in which case the sixty (60) day period
shall be extended to 120 days. Such decision shall:
(a) Include specific reasons for the decision;
(b) Be written in a manner calculated to be understood by
the claimant; and
(c) Contain specific references to the relevant Plan
provisions upon which the decision is based.
The decision of the Committee shall be final and binding in
all respects on both the Company and the claimant.
<PAGE>
VI. ADMINISTRATION
6.1 Committee. The Plan shall be administered by the Committee.
The Committee shall elect one of its members as chairman.
Members of the Committee shall not receive compensation for
their services. Committee expenses shall be paid by the
Company. Members of the Committee or agents of the Committee
may be Participants under the Plan. No member of the Committee
who is also a Participant shall be involved in the decisions
of the Committee regarding any determination of any claim for
benefit with respect to himself or herself.
6.2 General Rights, Powers, and Duties of Committee. The Committee
shall be responsible for the management, operation, and
administration of the Plan. The Committee may designate a
Committee member or an officer of the Company as Plan
Administrator. Absent such delegation, the Committee shall be
the Plan Administrator. The Plan Administrator shall perform
duties as designated by the Committee. In addition to any
powers, rights and duties set forth elsewhere in the Plan, it
shall have the following powers and duties:
(a) To adopt such rules and regulations consistent with
the provisions of the Plan as it deems necessary for
the proper and efficient administration of the Plan;
(b) To administer the Plan in accordance with its terms
and any rules and regulations it establishes;
(c) To maintain records concerning the Plan sufficient to
prepare reports, returns and other information
required by the Plan or by law;
(d) To construe and interpret the Plan including any
doubtful or contested terms and resolve all questions
arising under the Plan;
(e) To direct the Company to pay benefits under the Plan,
and to give such other directions and instructions as
may be necessary for the proper administration of the
Plan;
(f) To employ or retain agents, attorneys, actuaries,
accountants or other persons, who may also be
Participants in the Plan or be employed by or
represent the Company, as it deems necessary for the
effective exercise of its duties, and may delegate to
such agents any power and duties, both ministerial
and discretionary, as it may deem necessary and
appropriate; and
(g) To be responsible for the preparation, filing and
disclosure on behalf of the Plan of such documents
and reports as are required by any applicable Federal
or State law.
6.3 Information to be Furnished to Committee. The Company shall
furnish the Committee such data and information as it may
require. The records of the Company shall be determinative of
each Participant's period of employment, termination of
employment and the reason therefor, leave of absence,
reemployment, Years of Service, personal data, and Salary and
Bonus reductions.
<PAGE>
Participants and their Beneficiaries shall furnish to the
Committee such evidence, data, or information, and execute
such documents as the Committee requests.
6.4 Responsibility. No member of the Committee, the Compensation
Committee or the Board of Directors of the Company shall be
liable to any person for any action taken or omitted in
connection with the administration of this Plan.
6.5 Committee Review. Any action on matters within the discretion
of the Committee shall be final and conclusive as to all
Participants, retired Participants, disabled Participants,
Beneficiaries and other persons claiming rights under the
Plan. The Committee shall exercise all of the powers, duties
and responsibilities set forth hereunder in its sole
discretion.
VII. AMENDMENT AND TERMINATION
7.1 Amendment. The Plan may be amended in whole or in part by
either the Board of Directors or the Compensation Committee at
any time. Notice of any such amendment shall be given in
writing to the Committee and to each Participant and each
Beneficiary. No amendment shall decrease the value of a
Participant's Deferred Benefit Account.
7.2 Company's Right to Terminate. The Board of Directors may
terminate the Plan and may terminate any Agreements pertaining
to the Participant at any time after the Effective Date of the
Plan. In the event of any such termination, the Participant
shall be entitled to the amount of his or her Deferred Benefit
Account determined under Section 3.7 as of the date of any
such termination. Such benefit shall be paid to the
Participant in quarterly installments over a period of no more
than ten (10) years, except that the Company, in its sole
discretion, may pay out such benefit in a lump sum or in
installments over a period shorter than ten (10) years.
VII. MISCELLANEOUS
8.1 No Implied Rights; Rights on Termination of Service. Neither
the establishment of the Plan nor any amendment thereof shall
be construed as giving any Participant, retired Participant,
disabled Participant, Beneficiary, or any other person any
legal or equitable right unless such right shall be
specifically provided for in the Plan or conferred by specific
action of the Company in accordance with the terms and
provisions of the Plan. Except as expressly provided in this
Plan, the Company shall not be required or be liable to make
any payment under the Plan.
8.2 No Right to Company Assets. Neither the Participant nor any
other person shall acquire by reason of the Plan any right in
or title to any assets, funds or property of the Company
whatsoever including, without limiting the generality of the
foregoing, any specific funds, assets, or other property which
the Company, in its sole discretion, may set aside. Any
benefits which become payable hereunder shall be paid from the
general assets of the Company. The Participant shall have only
a contractual right to the amounts, if any, payable hereunder
unsecured by any asset of the Company. Nothing contained in
the Plan constitutes a guarantee by the Company that the
assets of the Company shall be sufficient to pay any benefit
to any person.
<PAGE>
8.3 No Employment Rights. Nothing herein shall constitute a
contract of employment or of continuing service or in any
manner obligate the Company to continue the services of the
Participant, or obligate the Participant to continue in the
service of the Company, or as a limitation of the right of the
Company to discharge any of its employees, with or without
cause. Nothing herein shall be construed as fixing or
regulating the Salary and Bonus payable to the Participant.
8.4 Offset. If, at the time payments or installments of payments
are to be made hereunder, the Participant, retired
Participant, disabled Participant, or the Beneficiary are
indebted or obligated to the Company, then the payments
remaining to be made to the Participant, retired Participant,
disabled Participant, or the Beneficiary may, at the sole
discretion of the Company, be reduced by the amount of such
indebtedness or obligation, provided, however, that an
election by the Company not to reduce any such payment or
payments shall not constitute a waiver of its claim for such
indebtedness or obligation.
8.5 Non-assignability. Neither the Participant nor any other
person shall have any voluntary or involuntary right to
commute, sell, assign, pledge, anticipate, mortgage or
otherwise encumber, transfer, hypothecate or convey in advance
of actual receipt the amounts, if any, payable hereunder, or
any part thereof, which are expressly declared to be
unassignable and non-transferable. No part of the amounts
payable shall be, prior to actual payment, subject to seizure
or sequestration for the payment of any debts, judgments,
alimony or separate maintenance owed by the Participant or any
other person, or be transferable by operation of law in the
event of the Participant's or any other person's bankruptcy or
insolvency.
8.6 Successors, Mergers, and Consolidations. The Plan and any
Agreement thereunder shall inure to the benefit of and be
binding upon (i) the Company and its successors and assigns,
including without limitation, any corporation into which the
Company may be merged or consolidated, or which acquires all
or substantially all of the assets and business of the Company
and (ii) the Participant and his or her heirs, executors,
administrators and legal representatives.
8.7 Notice. Any notice required or permitted to be given under the
Plan shall be sufficient if in writing and hand delivered, or
sent by registered or certified mail, and if given to the
Company, delivered to the principal office of the Company,
directed to the attention of the Committee. Such notice shall
be deemed given as of the date of delivery or, if delivery is
made by mail, as of the date shown on the postmark or the
receipt for registration or certification.
8.8 Governing Laws. The Plan shall be construed and administered
according to the laws of the State of Wisconsin.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>7
<FILENAME>ex10g.txt
<DESCRIPTION>EX-10(G)
<TEXT>
Exhibit No. (10)g
KIMBERLY-CLARK CORPORATION
OUTSIDE DIRECTORS'
STOCK COMPENSATION PLAN
(April 2, 1997)
1. INTRODUCTION
The Kimberly-Clark Outside Directors' Stock Compensation Plan (the
"Plan") specifies the compensation to be paid by Kimberly-Clark Corporation (the
"Company") in the form of shares of restricted common stock, par value $1.25 per
share, of the Company ("Stock") for services performed by Outside Directors (as
hereinafter defined).
The Plan is intended to promote the interests of the Company and its
stockholders by enhancing the Company's ability to attract, motivate and retain
as Outside Directors persons of training, experience and ability, and to
encourage the highest level of Outside Director performance by aligning the
Outside Directors' economic interests more closely with those of the Company's
stockholders.
2. DEFINITIONS
Unless otherwise defined in the text of the Plan, capitalized terms
herein shall have the meanings set forth in this Section 2.
(a) "Account" means the internal account maintained by the Company in
which cash dividends and interest thereon are accumulated for the
benefit of each Outside Director pursuant to the Plan.
(b) "Board" means the Board of Directors of the Company.
(c) "Committee" means the Compensation Committee of the Board.
(d) "Director" means a member of the Board.
(e) "Effective Date" means January 1, 1996, subject to the Plan being
approved by the stockholders of the Company as provided in
Section 7 below.
(f) "Outside Director" means a Director who is not on the date of
grant of Stock pursuant to the Plan, or within one year prior to
the date of such grant, an "employee" of the Company, or any of
its subsidiaries or equity companies, within the meaning of
Section 3(6) of the Employee Retirement Income Security
Act of 1974, as amended.
(g) "Retainer" means the annual retainer payable to an Outside
Director for services rendered as a Director.
(h) "Rule 16b-3" means Rule 16b-3 under the Securities Exchange
Act of 1934, as amended.
(i) "Stock" means the restricted shares of the Company's common
stock, par value $1.25 per share, derived from a pool of
70,000 shares available for grant under the Plan.
(j) "Stock Retainer" means the portion of each Outside Director's
Retainer that is payable in the form of Stock pursuant to the
Plan.
3. PARTICIPANTS
Participation in the Plan is limited to Outside Directors. It is
intended that all Outside Directors will be participants in the Plan.
<PAGE>
4. ADMINISTRATION OF THE PLAN
The Plan shall be administered by the Committee, which shall have sole
and complete discretion and authority with respect thereto, except as expressly
limited by the Plan. All action taken by the Committee in the administration and
interpretation of the Plan shall be final and binding on all matters relating to
the Plan. All questions of interpretation, administration and application of the
Plan shall be determined by a majority of the members of the Committee, except
that the Committee may authorize any Directors, officers or employees of the
Company to assist the Committee in the administration of the Plan and to execute
documents on behalf of the Committee. The Committee also may delegate to such
Directors, officers and employees such other ministerial and limited
discretionary duties as it sees fit. No member of the Committee shall be liable
for any act done or omitted to be done by such member, or by any other member of
the Committee, in connection with the Plan, except for such member's own willful
misconduct or as otherwise expressly provided by statute.
All expenses of administering the Plan shall be paid by the Company.
5. TERM OF PLAN
The Plan shall become effective as the Effective Date, subject to the
Plan being approved by the holders of the Company's common stock as provided in
Section 7 below. The Plan shall remain in effect until all authorized shares of
Stock have been issued, unless sooner amended or terminated by the Committee
pursuant to Section 11 hereof.
6. SHARES TO BE GRANTED; ADJUSTMENTS
(a) Shares To Be Granted
The aggregate maximum number of shares of Stock available for grant
under the Plan shall be 70,000 shares, subject to the adjustment provision set
forth in Section 6(b) below. Shares subject to the Plan will be either
authorized and unissued shares, or shares that were once issued and subsequently
reacquired by the Company in the form of treasury stock.
(b) Adjustments
In the event of a stock dividend, stock split, reverse stock split,
recapitalization, reorganization, merger, consolidation, spin-off, combination,
repurchase, share exchange or similar corporate transaction or event affecting
the Stock, the Committee shall make appropriate proportional adjustments as are
necessary to the number of shares of Stock that may be awarded under the Plan in
order to prevent the dilution or enlargement of any rights of any Outside
Director, provided that such adjustment shall not result in the issuance of
fractional shares. Any fractional share resulting from an adjustment pursuant to
this section shall be canceled and a cash equivalent shall be credited to the
Outside Director's Account.
7. REGISTRATION AND APPROVAL OF SHARES
Prior to the distribution of any shares under the Plan, the Stock must
be registered with the Securities and Exchange Commission and the Plan must be
approved by the affirmative vote of the holders of a majority of the shares of
the Company's common stock present or represented by proxy and entitled to vote
at the 1996 Annual Meeting of the Company's stockholders.
8. TERMS OF THE GRANTS
(a) Annual Grant
<PAGE>
As part of his or her annual Retainer and subject to the availability
of shares under Section 6(a), each Outside Director shall be granted, without
any further action or authorization, 600 shares of Stock on December 31 of each
calendar year during the term of the Plan, commencing on December 31, 1996. Upon
the termination of an Outside Director's service as a member of the Board, the
Outside Director will be granted, without any further action or authorization,
that number of shares of Stock (rounded to the nearest whole number) which is
equal to 600 multiplied by a fraction, the numerator of which is the number of
full and partial calendar months served by the Outside Director during the
applicable year and the denominator of which is 12.
(b) Dividends
Each Outside Director will be entitled to receive all cash dividends
and other distributions made with respect to the Stock granted under the Plan.
Cash dividends on the Stock shall be credited to each Outside Director's Account
if, as and when dividends are declared and paid by the Company with respect to
its outstanding shares of common stock. In the case of dividends paid in
property other than cash, the amount of the dividend shall be deemed to be the
fair market value of the property at the time of the payment of the dividend, as
determined in good faith by the Committee. As of the last day of each calendar
quarter, or as of the date the Account is distributed, if earlier, such Account
shall be credited with an additional amount equal to the product of (a) the
daily average balance in such Account during such quarter, and (b) one-fourth of
a rate yielding interest equal to the per annum market discount rate for
six-month U.S. Treasury Bills as published by the Federal Reserve Board for the
seven calendar days immediately prior to January 1 (for additional amounts to be
credited for the subsequent fiscal quarters ending on March 31 and June 30) or
July 1 (for additional amounts to be credited for the subsequent fiscal quarters
ending September 30 and December 31). In no case, however, shall such interest
rate be less than six percent per annum.
The Accounts established for Outside Directors are merely an
administrative convenience and the Company shall not be required to segregate
any cash or other property of the Company. Any amounts which become payable to
an Outside Director shall be paid from the general assets of the Company.
(c) Voting Rights
Each Outside Director shall have the right to vote or execute proxies
with respect to the shares of Stock registered in his or her name.
(d) Registration, Possession, Issuance and Delivery
Each grant of Stock under the Plan shall be immediately registered on
the transfer ledgers of the Company in the name of the Outside Director who
receives the grant. Possession of the certificate representing shares of Stock
shall be retained by the Treasurer of the Company for the benefit of each
Outside Director until the provisions of the Plan relating to removal of
restrictions have been satisfied as to particular shares of Stock. Thereupon,
the Treasurer of the Company shall promptly deliver the certificates for such
shares of the Outside Director. Notwithstanding any other provision of the Plan,
the grant, issuance or delivery of any shares of Stock may be postponed for such
period as may be required to comply with any applicable requirements of any
national securities exchange or any requirements under any other law or
regulation applicable to the grant, issuance or delivery of such shares. The
Company shall not be obligated to grant, issue or deliver any such shares if the
grant, issuance or delivery thereof would constitute a violation of any
provision of any law or of any regulation of any governmental authority or any
national securities exchange.
<PAGE>
(e) Transfer Restrictions
The shares of Stock granted to an Outside Director under the Plan may
not be sold, assigned, pledged or otherwise transferred or encumbered by the
Outside Director, unless and until the provisions of the Plan relating to
removal of restrictions have been satisfied. Thereafter, an Outside Director may
transfer or encumber such shares of Stock free from any restrictions under the
Plan.
(f) Removal of Restrictions
All of the shares of Stock granted to an Outside Director under the
Plan, together with all cash dividends and interest thereon accumulated in the
Outside Director's Account, shall become free of restrictions imposed by this
Section 8 and shall be distributed to the Outside Director entitled thereto upon
his or her termination of service as a member of the Board. None of the shares
of Stock granted to an Outside Director under the Plan shall be subject to
forfeiture upon the termination of such Outside Director's service as a member
of the Board prior to completion of his or her term.
9. NONTRANSFERABILITY OF RIGHTS
Any distribution under the Plan shall be made only to the applicable
Outside Director or his or her estate. No award, sum or other interest under the
Plan shall be subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance or charge, and any attempt by an Outside
Director or any beneficiary under the Plan to do so shall be void. No interest
under the Plan shall in any manner be liable for or subject to the debts,
contracts, liabilities, engagements or torts of any Outside Director or his or
her estate.
10. NOTICES; DELIVERY OF STOCK CERTIFICATES
Any notice required or permitted to be given by the Company or the
Committee pursuant to the Plan shall be deemed given when personally delivered
or deposited in the United States mail, registered or certified, postage
prepaid, addressed to the Outside Director at the last address shown for the
Outside Director on the records of the Company. Delivery of Stock certificates
to persons entitled to receive distributions under the Plan shall be deemed
effected for all purposes when the Company or a stock transfer agent of the
Company shall have deposited such certificates in the United States mail,
addressed to such person at his or her last known address on file with the
Company.
11. AMENDMENT AND TERMINATION
The Plan may be amended at any time by the Committee; provided that,
except as provided in Section 6(b), the Committee may not, without Company
stockholder approval: (i) modify the number of shares of Stock to be awarded to
an Outside Director in any given year; (ii) change the times at which, or the
period within which, Stock may be delivered under the Plan, or (iii) adopt any
amendment which would disqualify the Plan for the exemption afforded by Rule
16b-3. Any modification of any of the terms and provisions of the Plan,
including this Section 11, shall be made more than once every six (6) months,
other than to comport with changes in the Internal Revenue Code, as amended, or
the rules thereunder.
The Plan shall terminate, except with respect to previously awarded
grants, upon the earlier of the following dates or events:
(a) when all Stock available for issuance hereunder has been issued
(or been made subject to a grant of Stock);
(b) upon a date determined by the Committee; or
<PAGE>
(c) December 31, 2005
Notwithstanding the foregoing, no termination of the Plan shall
materially or adversely affect any rights of any Outside Director under any
grant previously made pursuant to the Plan.
12. TAXES
The Company shall require the withholding of any and all taxes that the
Company believes to be required to be withheld by any government or agency
thereof. The Company, in its discretion, may withhold Stock, with the Company
remitting to the appropriate tax authorities the fair market value of the Stock
withheld. The Outside Director or his or her estate shall bear all taxes,
irrespective of whether withholding is required.
13. GOVERNING LAW
The terms of the Plan shall be governed, construed, administered and
regulated in accordance with the laws of the state of Delaware and applicable
federal law. In the event any provision of the Plan shall be determined to be
illegal or invalid for any reason, the other provisions of the Plan shall
continue in full force and effect as if such illegal or invalid provision had
never been included herein.
14. DIRECTOR'S SERVICE
Nothing contained in the Plan, or with respect to any grant hereunder,
shall interfere with or limit in any way the right of stockholders of the
Company to remove any Outside Director from the Board, nor confer upon any
Outside Director any right to continue to serve on the Board as an Outside
Director.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>8
<FILENAME>ex10h.txt
<DESCRIPTION>EX-10(H)
<TEXT>
Exhibit No. (10)h
SUPPLEMENTAL BENEFIT PLAN
TO THE
KIMBERLY-CLARK CORPORATION
PENSION PLAN
Amended and Restated Effective as of April 15, 2002
This Supplemental Benefit Plan to the Kimberly-Clark Corporation
Pension Plan (the "Plan") is intended to be an unfunded "excess benefit plan"
within the meaning of Section 3(36) and 4(b)(5) of the Employee Retirement
Income Security Act of 1974. As such, the purpose of this Plan is solely to
provide benefits to participants in the Kimberly-Clark Corporation Pension Plan
as amended and restated from time to time (the "Retirement Plan"), which exceed
the limitation on benefits imposed by Section 415 of the Internal Revenue Code
of 1986, or any comparable provision of any future legislation which amends,
supplements or supersedes that Section ("Section 415 of the Code").
The terms and provisions of this Plan are as follows:
1. Each term which is used in this Plan and also used in the
Retirement Plan shall have the same meaning herein as under
the Retirement Plan.
Notwithstanding the above, for purposes of this Plan, where
the following words and phrases appear in this Plan they shall
have the respective meanings set forth below unless the
context clearly indicates otherwise:
(a) Benefit: A benefit payable pursuant to, and
determined in accordance with the provisions of this
Plan.
(b) Change of Control: A Change of Control shall be
deemed to have taken place if: (i) a third person,
including a "group" as defined in Section 13(d)(3) of
the Securities Exchange Act of 1934, acquires shares
of the Corporation having 20 percent or more of the
total number of votes that may be cast for the
election of Directors of the Corporation, or (ii) as
the result of any cash tender or exchange offer,
merger or other business combination, sale of assets
or contested election, or any combination of the
foregoing transactions, the persons who were
directors of the Corporation before the transaction
shall cease to constitute a majority of the Board of
Directors of the Corporation or any successor to the
Corporation.
(c) Investment Grade: A bond rating of BBB minus, or its
equivalent, by one of the nationally recognized
rating agencies.
(d) Lump Sum Payment: A form of benefit payable as a
lump sum cash payment, actuarially determined based
on the rate of interest equivalent to the yield on a
30-year Treasury Bond as published in the Federal
<PAGE>
Reserve Statistical Release for the week that
contains the first business day of the month prior
to the date such Lump Sum payment is payable under
this Plan, or such other rate as determined pursuant
to uniform Committee rules, and the mortality table
set forth for determining actuarial equivalent
benefits under Section 10.1(a) of the Retirement
Plan, and (i) in the case of a lump sum payment
pursuant to Section 4(a) or (b) of this Plan, based
on the Participant's Benefit payable from this plan
and his age at the date of such lump sum payment, and
(ii) in the case of a lump sum payment pursuant to
Section 4(c) or 4(d) of this Plan, based on the
Participant's Benefit payable under this Plan, the
earliest age at which his Benefit from the Retirement
Plan could commence if he terminated employment, and
the early retirement reduction factor applicable at
such age of commencement. Notwithstanding the
foregoing, the 30-year Treasury Bond yield shall be
used in determining a lump sum cash payment so long
as such rate is published by the Federal Reserve. In
the event that the Federal Reserve ceases to publish
the 30-year Treasury Bond rate, a lump sum cash
payment will be actuarially determined based on the
rate of interest equivalent to the yield on the
longest term Treasury Bond published in the Federal
Reserve Statistical Release which is no more than
30-years but not less than for a 10-year term.
(e) Participant: A participant in the Retirement Plan who
(i) is a "managerial or highly compensated employee"
of an Employer, within the meaning of Title I of
ERISA, and (ii) is eligible to receive a Benefit upon
his termination of employment.
(f) "Timely Elected" shall mean as follows:
(i) For payments which commence under the
Retirement Plan prior to January 1, 1996,
the Participant has elected to receive such
Lump Sum Payment either (aa) in the calendar
year prior to the year in which the payments
are eligible to commence under the
Retirement Plan or (bb) at least 90 days
prior to the date such Lump Sum payment is
payable under this Supplemental Benefit
Plan;
(ii) For payments which commence under the
Retirement Plan on or after January 1, 1996
and prior to February 18, 2002, the
Participant has elected to receive such Lump
Sum Payment no later than the earlier of
(aa) the calendar year prior to the year in
which the payments are eligible to commence
under the Retirement Plan, (bb) at least 90
days prior to the date such Lump Sum payment
is payable under this Supplemental Benefit
Plan or (cc) for Participants who terminate
employment prior to having attained age 55,
the calendar year in which the Participant
attained age 54.
(iii) For payments which commence under the
Retirement Plan on or
<PAGE>
after February 18, 2002 the Participant has
elected to receive such Lump Sum Payment no
later than the calendar year prior to the
year in which the payments are eligible to
commence under the Retirement Plan.
(iv) In the event of the death of the Participant
who has not commenced payments under this
Supplemental Benefit Plan, the Participant's
surviving spouse or designated beneficiary,
as the case may be may, with the consent of
the Retirement Trust Committee, elect a Lump
Sum Payment in writing no later than thirty
(30) days after the Participant's date of
death.
(v) In the event that a Participant terminates
service due to a Disability as described in
Section 4.5, the Participant may, with the
consent of the Retirement Trust Committee,
elect a Lump Sum Payment in writing no later
than thirty (30) days after the date the
Participant is determined to be disabled by
the Committee for the Pension Plan.
2. So long as a Pensioner (or the spouse or designated
beneficiary, as the case may be of a former Employee) shall be
entitled to receive benefits under the Retirement Plan, there
shall be paid under this Plan to such Pensioner (or such
spouse or designated beneficiary, as the case may be) such
amounts of Disability Benefit, Basic Benefit, Optional Joint
and Survivor Benefit, Pensioners Benefit, Survivors Benefit,
Optional Years Certain and Life Benefit, Deferred Benefit,
Automatic Survivor's Benefit, and any other benefits including
benefits distributed upon termination of the Plan (as the case
may be) as would have been paid to such person under the
Retirement Plan without regard to the limitation on benefits
imposed by Section 415 of the Code, but only to the extent
that the amount of such benefits exceeds such limitation.
Except as provided in Section 4, such amounts shall be paid to
such person on the same terms and conditions, at the same
times, and pursuant to the same elections made by the
Employee, as they would have been if paid under the Retirement
Plan, were it not for such limitation on benefits.
3. The Employer may enter into a contract with any Employee who
it is projected will be entitled to receive benefits under
this Plan, or with any Pensioner (or any spouse or designated
beneficiary) who is entitled to receive benefits under this
Plan, stipulating the terms and manner of payments to be made
under this Plan, but the entitlement of a Pensioner (or spouse
or designated beneficiary) to receive benefits under this Plan
shall not be conditioned upon the entering into of such a
contract prior to the entitlement to benefits under this Plan.
4. Notwithstanding any other provision of the Retirement Plan, a
Participant (or surviving spouse or designated beneficiary, as
the case may be) shall be entitled to elect to receive his
Benefit payable under Section 2 as a Lump Sum Payment (subject
to any applicable payroll or other taxes required to be
withheld) under the following circumstances:
(a) The Participant (or surviving spouse or
designated beneficiary, as the case may be) has Timely
Elected to receive such Lump Sum Payment;
(b) the Corporation experiences a Change in Control; or
(c) the Corporation's long-term credit rating falls below
Investment Grade.
If a Participant (or surviving spouse or designated
beneficiary, as the case may be) elects a Lump Sum Payment
pursuant to subsection 4(a) above, such election is subject to
approval by the Retirement Trust Committee in its sole
discretion. In addition, the Lump Sum Payment shall be payable
at the same time as the payments are eligible to commence
under the Retirement Plan.
If a Participant (or surviving spouse or designated
beneficiary, as the case may be) elects a Lump Sum Payment
pursuant to subsections 4(b) or 4(c) above, the Lump Sum
Payment shall be reduced for active Employees by a penalty
equal to ten percent (10%) of the Benefit otherwise payable
and for former Employees (or spouses or designated
beneficiaries) by a penalty equal to five percent (5%) of the
Benefit otherwise payable. Such penalty shall be permanently
forfeited and shall not be paid to, or in respect of, the
Employee, former Employee, or spouse or designated
beneficiary. In addition, such election must be made within
two years after a Change in Control or within 90 days after
the date the Corporation's long-term credit rating falls below
Investment Grade. Such Lump Sum Payment shall be paid within
thirty days of the date of election.
Notwithstanding any other provisions of this Plan to the
contrary, except where waived by the Participant's spouse as
required under the provisions of the Retirement Plan, all
retirement benefits payable to a Participant shall be paid in
the same form as the benefits would be payable under the
Retirement Plan. Provided, however, for each Participant whose
employment terminates after February 18, 2002, if the amount
of the Lump Sum Distribution, calculated as if such
Participant (or surviving spouse or designated beneficiary, as
the case may be) had made an election to receive a Lump Sum
Distribution at the earliest time that such person could have
made an election under subsection 4(a), does not exceed
$25,000, then such Lump Sum Distribution shall be paid at the
earliest time such person could have made an election under
subsection 4(a).
Notwithstanding any other provisions of this Plan to the
contrary, in the event that a portion of the Lump Sum Payment
due a Participant pursuant to this Section 4 would not be
deductible by the Company pursuant to Section 162(m) of the
Code, the Company, at its discretion, may postpone payment of
such amounts to the Participant until such time that the
payments would be deductible by the Company. Provided,
however, that no payment postponed pursuant to this paragraph
shall be postponed beyond the first anniversary of the date
such Participant terminated employment. Any Lump Sum Payment
postponed pursuant to this paragraph shall include interest
for the period such Lump Sum Payment is postponed at a rate
yielding interest equivalent to the per annum secondary market
discount rate for six-month U.S. Treasury Bills as published
by the Federal Reserve Board for the calendar week ending
prior to January 1 (for
<PAGE>
interest to be credited for either of the two subsequent
fiscal quarters ending March 31 or June 30) or prior to July 1
(for interest to be credited for either of the subsequent
fiscal quarters ending on September 30 or December 31), or
such other rate as determined pursuant to uniform Committee
rules.
5. If a Participant has received a Lump Sum Payment pursuant to
Section 4 above, such Participant may accrue an additional
Benefit under this Plan after the date of such Lump Sum
Payment, provided, however, that such future participation
shall not result in duplication of benefits. Accordingly, if
he has received a distribution of a Benefit under the Plan by
reason of prior participation, his Benefit shall be reduced by
the actuarial equivalent (at the date of the later
distribution) of the present value of the Benefit previously
paid hereunder.
6. This Plan shall not be a funded plan, and the Corporation
shall be under no obligation to set aside any funds for the
purpose of making payments under this Plan. Any payments
hereunder shall be made out of the general assets of the
Employer.
7. The Corporation by action of the Board of Directors, shall
have the right at any time to amend this Plan in any respect,
or to terminate this Plan; provided, however, that no such
amendment or termination shall be effective to the extent it
eliminates or reduces any "Section 411(d)(6) protected
benefit" or adds or modifies conditions relating to "Section
411(d)(6) protected benefits" the result of which is a further
restriction on such benefit unless such protected benefits are
preserved with respect to benefits accrued as of the later of
the adoption date or effective date of the amendment.
"Section 411(d)(6) protected benefits" are benefits described
in Section 411(d)(6)(A) of the Internal Revenue Code of 1986,
early retirement benefits and retirement-type subsidies, and
optional forms of benefit.
8. The Committee under the Retirement Plan, as constituted from
time to time, shall administer this Plan and shall have the
same powers and duties, and shall be subject to the same
limitations as are set forth in the Retirement Plan.
9. Subject to the provisions of Section 5, this Plan shall
terminate when the Retirement Plan terminates.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>9
<FILENAME>ex10i.txt
<DESCRIPTION>EX-10(I)
<TEXT>
Exhibit No. (10)i
SECOND SUPPLEMENTAL BENEFIT PLAN
TO THE
KIMBERLY-CLARK CORPORATION
PENSION PLAN
Amended and Restated Effective as of April 15, 2002
1. Use of Defined Terms. Capitalized terms used herein have the respective
meanings ascribed to such terms as set forth in Section 6 below.
2. Purpose. The Second Supplemental Benefit Plan is for the purpose of
providing Participants and their Beneficiaries with such benefits, in
addition to the Retirement Plan and the Supplemental Plan, as are
necessary to fulfill the intent of the Retirement Plan without regard
to Section 415 of the Code or any dollar limit imposed by the Code on
the amount of compensation considered under the Retirement Plan. It is
intended that the Second Supplemental Benefit Plan constitute an
unfunded plan of deferred compensation for a select group of management
or highly compensated employees, within the meaning of Title I of
ERISA.
3. Benefit. The Benefit of a Participant or a Survivor under the Second
Supplemental Benefit Plan shall be the difference between:
(a) the monthly amount payable under the Retirement Plan, which
monthly amount shall be calculated (i) without regard to
Article XI of the Retirement Plan and (ii) using the term
Earnings defined as set forth in Section 6(f) of the Second
Supplemental Benefit Plan below; less
(b) the sum of (i) the monthly amount payable under the Retirement
Plan and (ii) the monthly amount payable under the
Supplemental Plan.
4. Lump Sum Payments.
(a) Notwithstanding any other provision of the Retirement Plan, a
Participant (or surviving spouse or designated beneficiary, as
the case may be) shall be entitled to elect to receive his
Benefit payable under Section 3 as a Lump Sum Payment (subject
to any applicable payroll or other taxes required to be
withheld) under the following circumstances:
(i) The Participant (or surviving spouse or
designated beneficiary, as the case may be) has Timely Elected
to receive such Lump Sum Payment;
(ii) the Corporation experiences a Change of Control;
or
(iii) the Corporation's long-term credit rating falls
below Investment Grade.
<PAGE>
(b) If a Participant (or surviving spouse or designated
beneficiary, as the case may be) elects a Lump Sum Payment
pursuant to subsection 4(a)(i) above, such election is subject
to approval by the Retirement Trust Committee in its sole
discretion. In addition, the Lump Sum Payment shall be payable
at the same time as the payments are eligible to commence
under the Retirement Plan.
(c) If a Participant (or surviving spouse or designated
beneficiary, as the case may be) elects a Lump Sum Payment
pursuant to subsections 4(a)(ii) or 4(a)(iii) above, the Lump
Sum Payment shall be reduced for active employee Participants
by a penalty equal to ten percent (10%) of the Benefit
otherwise payable and for a former employee, or a surviving
spouse or designated beneficiary, by a penalty equal to five
percent (5%) of the Benefit otherwise payable. Such penalty
shall be permanently forfeited and shall not be paid to or in
respect of, the Participant or surviving spouse or designated
beneficiary. In addition, such election must be made within
two years after a Change of Control or within 90 days after
the date the Corporation's long-term credit rating falls
below Investment Grade. Such Lump Sum Payment shall be made
within thirty days of the date of election.
(d) If a Participant has received a Lump Sum Payment pursuant to
this Section 4, such Participant may accrue an additional
Benefit under this Plan after the date of such Lump Sum
Payment, provided, however, that such future participation
shall not result in duplication of benefits. Accordingly, if
he has received a distribution of a Benefit under the Plan by
reason of prior participation, his Benefit shall be reduced by
the actuarial equivalent (at the date of the later
distribution) of the present value of the Benefit previously
paid hereunder.
(e) Notwithstanding any other provisions of this Second
Supplemental Benefit Plan to the contrary, in the event that
a portion of the Lump Sum Payment due a Participant pursuant
to this Section 4 would not be deductible by the Company
pursuant to Section 162(m) of the Code, the Company, at its
discretion, may postpone payment of such amounts to the
Participant until such time that the payments would be
deductible by the Company. Provided, however, that no payment
postponed pursuant to this subsection 4(e) shall be postponed
beyond the first anniversary of the date such Participant
terminated employment. Any Lump Sum Payment postponed
pursuant to this subsection 4(e) shall include interest for
the period such Lump Sum Payment is postponed at a rate
yielding interest equivalent to the per annum secondary
market discount rate for six-month U.S. Treasury Bills as
published by the Federal Reserve Board for the calendar week
ending prior to January 1 (for interest to be credited for
either of the two subsequent fiscal uarters ending March 31
or June 30) or prior to July 1 (for interest to be credited
for either of the subsequent fiscal quarters ending on
September 30 or December 31), or such other rate as
determined pursuant to uniform Committee rules.
(f) Notwithstanding any other provisions of this Plan to the
contrary, except where waived by the Participant's spouse as
required under the provisions of the Retirement Plan, all
retirement benefits payable to a Participant shall be paid in
the same
<PAGE>
form as the benefits would be payable under the Retirement
Plan. Provided, however, for each Participant whose
employment terminates after February 18, 2002, if the amount
of the Lump Sum Distribution, calculated as if such
Participant (or surviving spouse or designated beneficiary,
as the case may be) had made an election to receive a Lump
Sum Distribution at the earliest time that such person could
have made an election under subsection 4(a)(i), does not
exceed $25,000, then such Lump Sum Distribution shall be paid
at the earliest time such person could have made an election
under subsection 4(a)(i).
5. Amendment and Termination. The Corporation, by action of its Board of
Directors, may amend the Second Supplemental Benefit Plan in any
respect, or terminate the Second Supplemental Benefit Plan; provided,
however, that no such amendment or termination shall be effective to
the extent it eliminates or reduces any "Section 411(d)(6) protected
benefit" or adds or modifies conditions relating to "Section 411(d)(6)
protected benefits" the result of which is a further restriction on
such benefit unless such protected benefits are preserved with respect
to benefits accrued as of the later of the adoption date or effective
date of the amendment. "Section 411(d)(6) protected benefits" are
benefits described in Section 411(d)(6)(A) of the Internal Revenue
Code of 1986, early retirement benefits and retirement-type subsidies,
and optional forms of benefit.
6. Definitions. The following capitalized terms shall have the respective
meanings set forth below:
(a) "Benefit" shall mean a benefit payable pursuant to, and
determined in accordance with the provisions of the Second
Supplemental Benefit Plan.
(b) "Change of Control" shall mean that: (i) a third person,
including a "group" as defined in Section 13(d)(3) of the
Securities Exchange Act of 1934, has acquired shares of the
Corporation having 20 percent or more of the total number of
votes that may be cast for the election of Directors of the
Corporation, or (ii) as the result of any cash tender or
exchange offer, merger or other business combination, sale of
assets or contested election, or any combination of the
foregoing transactions, the persons who were directors of the
Corporation before the transaction have ceased to constitute a
majority of the Board of Directors of the Corporation or any
successor to the Corporation.
(c) "Code" shall mean the Internal Revenue Code of 1986, as
amended.
(d) "Corporation" shall mean Kimberly-Clark Corporation, and any
successor corporation.
(e) "Committee" shall mean the Committee named under the
Retirement Plan.
(f) "Earnings" shall mean compensation paid by one or more of the
designated affiliated companies shown in Appendix B of the
Retirement Plan for personal services rendered to one or more
of such companies (before any withholding required by law or
authorized by the person to whom such compensation is
<PAGE>
payable), including overtime, bonuses, incentive compensation,
Regular Deferred Deposits and special Deferred Deposits under
the Kimberly-Clark Corporation Salaried Employees' Incentive
Investment Plan, and any salary or bonus, or both, deferred
under the Kimberly-Clark Corporation Deferred Compensation
Plan, but excluding any payments in lieu of vacation,
severance payments, compensation paid in a form other than
cash (such as goods, services, and, except as otherwise
provided herein, contributions to employee benefit programs),
service or suggestion awards, and all other special or unusual
compensation of any kind.
Notwithstanding the above, for Plan Years of the Retirement
Plan beginning on or after January 1, 1980, in the case of a
Participant on foreign assignment, as determined by the
Employer pursuant to rules adopted by the Committee, earnings
shall be base salary, as determined by the Participant's
Employer pursuant to rules adopted by the committee (without
regard to any limitation under Section 401(a)(17) of the Code)
plus overtime, bonuses, incentive compensation, and Regular
Deferred Deposits and Special Deferred Deposits under the
Kimberly-Clark Corporation Salaried Employees' Incentive
Investment Plan, and any salary or bonus, or both, deferred
under the Kimberly-Clark Corporation Deferred Compensation
Plan, but shall exclude foreign service premium, cost of
living adjustments, housing payments, tax equalization
payments, payments in lieu of vacation, severance payments,
compensation in a form other than cash (such as goods,
services, and, except as otherwise provided herein,
contributions to employee benefit programs), service or
suggestion award and all other special or unusual compensation
of any kind.
(g) "Employer" shall mean a participating employer shown in
Appendix A of the Retirement Plan.
(h) "ERISA" shall mean the Employee Retirement Income Security Act
of 1974, as amended.
(i) "Investment Grade" shall mean a bond rating of BBB minus, or
its equivalent, by one of the nationally recognized rating
agencies.
(j) "Lump Sum Payment" shall mean a form of benefit payable as a
lump sum cash payment, actuarially determined based on the
rate of interest equivalent to the yield on a 30-year Treasury
Bond as published in the Federal Reserve Statistical Release
for the week that contains the first business day of the month
prior to the date such Lump Sum payment is payable under this
Second Supplemental Benefit Plan, or such other rate as
determined pursuant to uniform Committee rules, and the
mortality table set forth for determining actuarial equivalent
benefits under Section 10.1(a) of the Retirement Plan, and (i)
in the case of a lump sum payment pursuant to subsection 4(a)
(i) of this Plan, based on the Participant's Benefit payable
from this Plan and his age at the date of such lump sum
payment, and (ii) in the case of a lump sum payment pursuant
to subsections 4(a)(ii) or 4(a)(iii) of this Plan, based on
the Participant's Benefit
<PAGE>
payable under this plan, the earliest age at which his Benefit
from the Retirement Plan could commence if he terminated
employment, and the early retirement reduction factor
applicable at such age of commencement. Notwithstanding the
foregoing, the 30-year Treasury Bond yield shall be used in
determining a lump sum cash payment so long as such rate is
published by the Federal Reserve. In the event that the
Federal Reserve ceases to publish the 30-year Treasury Bond
rate, a lump sum cash payment will be actuarially determined
based on the rate of interest equivalent to the yield on the
longest term Treasury Bond published in the Federal Reserve
Statistical Release which is no more than 30-years but not
less than for a 10-year term.
(k) "Participant" shall mean a participant in the Retirement Plan
who (i) is a "managerial or highly compensated employee" of an
Employer, within the meaning of Title I of ERISA, and (ii) has
earnings in excess of the limit provided under Section
401(a)(17) of the Code for any calendar year in which the
Participant participates in the Retirement Plan, except that
no individual shall be a participant herein to the extent that
such participation is precluded by an agreement between the
Corporation and such individual or such individual is subject
to a separate agreement regarding deferred compensation which
provides for similar benefits.
(l) "Retirement Plan" shall mean the Kimberly-Clark Corporation
Pension Plan, or any successor defined benefit pension plan.
(m) "Second Supplemental Benefit Plan" shall mean the Second
Supplemental Benefit Plan to the Kimberly-Clark Corporation
Pension Plan.
(n) "Supplemental Plan" shall mean the Supplemental Benefit Plan
to the Kimberly-Clark Corporation Pension Plan, or any
successor to such plan.
(o) "Survivor" shall refer to any of a Designated Beneficiary,
surviving spouse or Surviving Minor Children of a Participant,
within the meaning of the Retirement Plan.
(p) "Timely Elected" shall mean as follows:
(i) For payments which commence under the Retirement Plan
prior to January 1, 1996, the Participant has elected
to receive such Lump Sum Payment either (aa) in the
calendar year prior to the year in which the payments
are eligible to commence under the Retirement Plan or
(bb) at least 90 days prior to the date such Lump Sum
payment is payable under this Second Supplemental
Benefit Plan;
(ii) For payments which commence under the Retirement Plan
on or after January 1, 1996 and prior to February 18,
2002 the Participant has elected to receive such Lump
Sum Payment no later than the earlier of (aa) the
calendar year prior to the year in which the payments
are eligible
<PAGE>
to commence under the Retirement Plan, (bb) at least
90 days prior to the date such Lump Sum payment is
payable under this Second Supplemental Benefit Plan
or (cc) for Participants who terminate employment
prior to having attained age 55, the calendar year in
which the Participant attained age 54.
(iii) For payments which commence under the Retirement Plan
on or after February 18, 2002 the Participant has
elected to receive such Lump Sum Payment no later
than the calendar year prior to the year in which the
payments are eligible to commence under the
Retirement Plan.
(iv) In the event of the death of the Participant who has
not commenced payments under this Second Supplemental
Benefit Plan, the Participant's surviving spouse or
designated beneficiary, as the case may be may, with
the consent of the Retirement Trust Committee, elect
a Lump Sum Payment in writing no later than thirty
(30) days after the Participant's date of death.
(v) In the event that a Participant terminates service
due to a Disability as described in Section 4.5, the
Participant may, with the consent of the Retirement
Trust Committee, elect a Lump Sum Payment in writing
no later than thirty (30) days after the date the
Participant is determined to be disabled by the
Committee for the Pension Plan.
7. Miscellaneous
(a) The Corporation is the Plan Sponsor and Named Fiduciary of the
Second Supplemental Benefit Plan, within the meaning of ERISA.
(b) The Committee shall administer the Second Supplemental Benefit
Plan and shall have the same power and duties, and shall be
subject to the same limitations, as are set forth in the
Retirement Plan.
(c) An application or claim for a benefit under the Retirement
Plan, or an election to receive his benefit in a Lump Sum
Payment, shall constitute a claim for a Benefit under the
Second Supplemental Benefit Plan.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>10
<FILENAME>ex10l.txt
<DESCRIPTION>EX-10(L)
<TEXT>
Exhibit No. (10)l
KIMBERLY-CLARK CORPORATION
OUTSIDE DIRECTORS'
COMPENSATION PLAN
(Effective November 12, 2002)
1. INTRODUCTION
The Kimberly-Clark Corporation Outside Directors' Compensation Plan
(the "Plan") is intended to promote the interests of Kimberly-Clark Corporation
(the "Company") and its stockholders by enhancing the Company's ability to
attract, motivate and retain as Outside Directors persons of training,
experience and ability, and to encourage the highest level of Outside Director
performance. The Plan is intended to permit the Company maximum flexibility in
implementing a compensation policy including aligning the Outside Directors'
economic interests closely with those of the Company's stockholders by use of
equity based compensation awards.
2. DEFINITIONS
Unless otherwise defined in the text of the Plan, capitalized terms
herein shall have the meanings set forth in this Section 2.
"Affiliate" means any company in which the Company owns 20 percent or
more of the equity interest (collectively, the "Affiliates").
"Award" has the meaning set forth in Section 3 of this Plan.
"Board" means the Board of Directors of the Company.
"Change of Control" means an event deemed to have taken place if: (i) a
third person, including a "group" as defined in section 13(d)(3) of the
Securities Exchange Act of 1934, acquires shares of the Company having 20
percent or more of the total number of votes that may be cast for the election
of Directors of the Company; or (ii) as the result of any cash tender or
exchange offer, merger or other business combination, sale of assets or
contested election, or any combination of the foregoing transactions (a
"Transaction"), the persons who were directors of the Company before the
Transaction shall cease to constitute a majority of the Board of Directors of
the Company or any successor to the Company.
"Code" means the Internal Revenue Code of 1986 and the regulations
thereunder, as amended from time to time.
"Committee Rules" means the Committee Rules for the Kimberly-Clark
Corporation 1992 Equity Participation Plan or any successor plan.
"Compensation Committee" means the Compensation Committee of the Board.
"Director" means a member of the Board.
<PAGE>
"Effective Date" means January 1, 2001.
"Exchange Act" means the Securities Exchange Act of 1934 and the rules
and regulations thereunder, as amended from time to time.
"Fair Market Value" means the reported closing price of the Stock, on
the relevant date as reported on the composite list used by The Wall Street
Journal for reporting stock prices or, if no such sale shall have been made on
that day, on the last preceding day on which there was such a sale.
"Nominating and Corporate Governance Committee" means the Nominating
and Corporate Governance Committee of the Board.
"Option" means a right to purchase a specified number of shares of
Stock at a fixed option price equal to no less than 100 percent of the Fair
Market Value of the Stock on the date the Option is granted. For purposes of
this Plan, Options shall be issued either as "Annual Options," as described in
subsection 8(a)(iii), or "Additional Options," as described in subsection 8(b).
"Outside Director" means a Director who is not on the date of grant of
an Award pursuant to the Plan, or within one year prior to the date of such
grant, an employee of the Company or any of its Affiliates.
"Restricted Period" shall mean the period of time during which the
Transferability Restrictions applicable to Awards will be in force.
"Restricted Share" shall mean a share of Stock which may not be traded
or sold, until the date the Transferability Restrictions expire.
"Restricted Share Unit" means the right, as described in Section 10, to
receive an amount, payable in either cash or shares of Stock, equal to the value
of a specified number of shares of Stock. No certificates shall be issued with
respect to such Restricted Share Unit, except as provided in subsection 10(d),
and the Company shall maintain a bookkeeping account in the name of the Outside
Director to which the Restricted Share Unit shall relate.
"Retainer" means the annual retainer payable to an Outside Director for
services rendered as a Director. As of the Effective Date, the amount of the
cash portion of such Retainer shall be $50,000 per year, payable in quarterly
installments in advance. The Board may, from time to time, establish a different
retainer amount and/or the method of paying the retainer.
"Rule 16b-3" means Rule 16b-3 under the Securities Exchange Act of
1934, as amended.
"Retirement" and "Retires" means the termination of service as a
Director on or after the date the Director has attained age 55.
"Stock" means the shares of the Company's common stock, par value $1.25
per share.
<PAGE>
"Stock Appreciation Right (SAR)" has the meaning set forth in
subsection 8(l)(i) of this Plan.
"Transferability Restrictions" means the restrictions on
transferability imposed on Awards of Restricted Shares or Restricted Share
Units.
3. COMPENSATION
The Outside Directors will be entitled to receive compensation for
their services as a member of the Board, and any of its committees, as may be
determined from time to time by the Board following a review of, and
recommendation on, Outside Director compensation made by the Nominating and
Corporate Governance Committee. The compensation paid to each Outside Director
is referred to herein as an "Award", and may be paid in cash, Stock, Options,
Restricted Shares, Restricted Share Units, other forms of equity or any
combination thereof as is determined by the Board.
4. PARTICIPATION AND FORM OF GRANT
Participation in the Plan is limited to Outside Directors. It is
intended that all Outside Directors will be participants in the Plan.
All Awards under the Plan shall be made in the form of Options, Stock,
Cash, Restricted Shares, Restricted Share Units, other forms of equity or any
combination thereof. Notwithstanding anything in this Plan to the contrary, any
Awards shall contain restrictions on assignability to the extent required under
Rule 16b-3 of the Exchange Act.
5. ADMINISTRATION OF THE PLAN
The Plan shall be administered by the Board, which shall have sole and
complete discretion and authority with respect thereto, except as expressly
limited by the Plan. All action taken by the Board in the administration and
interpretation of the Plan shall be final and binding on all matters relating to
the Plan. All questions of interpretation, administration and application of the
Plan shall be determined by a majority of the members of the Board, except that
the Board may authorize any Directors, officers or employees of the Company to
assist the Board in the administration of the Plan and to execute documents on
behalf of the Board. The Board also may delegate to a committee of the Board, or
such other Directors, officers or employees, as the Board determines, such other
ministerial and discretionary duties as it sees fit.
The Company or the Board may employ such legal counsel, consultants and
agents as it may deem desirable for the administration of the Plan, and may rely
upon any advice or opinion received from any such counsel or consultant and any
computation received from any such consultant or agent. No member of the Board
shall be liable for any act done or omitted to be done by such member, or by any
other member of the Board, in connection with the Plan, except for such member's
own willful misconduct or as otherwise expressly provided by statute.
<PAGE>
The Board shall have the power to promulgate rules and other guidelines
in connection with the performance of its obligations, powers and duties under
the Plan, including its duty to administer and construe the Plan and the Awards.
All expenses of administering the Plan shall be paid by the Company.
6. TERM OF PLAN
The Plan shall become effective as the Effective Date. The Plan shall
remain in effect until December 31, 2011, unless the Plan is terminated prior
thereto by the Board. No Awards may be granted after the termination date of the
Plan, but Awards theretofore granted shall continue in force beyond that date
pursuant to their terms.
7. SHARES SUBJECT TO THE PLAN; ADJUSTMENTS
(a) Shares Subject to the Plan. The aggregate maximum number of shares
of Stock available for grant under the Plan shall be 1,000,000 shares, subject
to the adjustment provision set forth in subsection 7(b) below. Shares of Stock
subject to the Plan will be shares that were once issued and subsequently
reacquired by the Company in the form of treasury stock. Shares subject to
Awards which become ineligible for purchase, and Restricted Shares forfeited,
will be available for Awards under the Plan to the extent permitted by section
16 of the Exchange Act (or the rules and regulations promulgated thereunder) and
to the extent determined to be appropriate by the Board. Notwithstanding
anything in this Plan to the contrary, each grant of Awards under this Plan
shall be subject to the availability of shares under this subsection 7(a).
(b) Adjustments. In the event there are any changes in the Stock or the
capitalization of the Company through a corporate transaction, such as any
merger, any acquisition through the issuance of capital stock of the Company,
any consolidation, any separation of the Company (including a spin-off or other
distribution of stock of the Company), any reorganization of the Company
(whether or not such reorganization comes within the definition of such term in
section 368 of the Code), or any partial or complete liquidation by the Company,
recapitalization, stock dividend, stock split or other change in the corporate
structure, appropriate adjustments and changes shall be made by the Board, to
the extent necessary to preserve the benefit to the Outside Director
contemplated hereby, to reflect such changes in (a) the aggregate number of
shares subject to the Plan, (b) the number of shares and the Award Price per
share of all shares of Stock subject to outstanding Awards, and (c) such other
provisions of the Plan as may be necessary and equitable to carry out the
foregoing purposes, provided, however, that no such adjustment or change may be
made to the extent that such adjustment or change will result in the dilution or
enlargement of any rights of any Outside Director.
8. STOCK OPTIONS
(a) Annual Grant of Options. Except to the extent that the Board
determines otherwise, options shall be granted to Outside Directors under the
Plan as follows:
(i) Each Outside Director in office on January 1 of the calendar year
shall be automatically granted an Option to purchase 2,500 shares.
Each Outside
<PAGE>
Director who is first elected or appointed to the Board after
January 1 of the calendar year, shall be automatically granted a
pro rata number of Options hereunder, without further action by
the Board or the stockholders of the Company, on the earlier of
the date of the first regular meeting during the calendar year of
the Board or the Compensation Committee after the date such
Outside Director first becomes eligible for the grant of Options
under this subsection 8(a). The Options to be pro rated will be
the amount that would have been paid during the calendar year.
(ii) In addition, each Outside Director who during the calendar year is
designated to serve as the Chair of any one or more of the Audit,
Compensation, or Nominating and Corporate Governance Committees of
the Board, or such other committee as may be determined by the
Board, shall be granted an Option to purchase an additional 300
shares for each Chair.
(iii) A grant of Options as payment of either the annual retainer or for
each applicable Chair of a Committee are referred to herein as
"Annual Options."
(iv) Except as otherwise determined by the Board, each Outside
Director, and each Chair of the Audit, Compensation, or Nominating
and Corporate Governance Committees, as of January 1 of the
calendar year, shall be automatically granted the Options
hereunder, without further action by the Board or the stockholders
of the Company, on the date of the February Compensation Committee
meeting.
(b) Election of Additional Option. Each Outside Director may elect to
receive the cash portion of his or her annual Retainer in the form of an
additional option (hereinafter referred to as an "Additional Option"), in
increments of 50 percent of such cash portion of the Retainer. Except as
otherwise provided below, such election must be made prior to the date that
services are rendered in the calendar year in which such Retainer otherwise
would be paid and shall be irrevocable thereafter for such calendar year;
provided, however, that an election by an Outside Director pursuant to this
subsection for a calendar year (or portion thereof) shall be valid and effective
for all purposes for all succeeding calendar years, unless and until such
election is revoked or modified by such Outside Director prior to the date that
services are rendered in such succeeding calendar year(s); and, provided
further, that no such election, revocation or modification may be made within
six months of another such election, revocation or modification if the exemption
afforded by Rule 16b-3 would not be available as a result thereof.
Notwithstanding the preceding, an individual who is first elected to
the Board as an Outside Director during a calendar year shall be permitted to
make an election to receive the cash portion of his or her annual Retainer in
the form of an Additional Option, in increments of 50 percent of such cash
portion of the Retainer, during the thirty day period following his or her
election date. An election under this paragraph shall be subject to the terms
and conditions of this Section.
The number of shares subject to this Additional Option shall be based
on 85 percent of the Black-Scholes valuation of the cash portion of the Retainer
elected to be received as an Additional Option as of the date of grant. Each
Outside Director as of
<PAGE>
January 1 of the calendar year, shall be automatically granted the Additional
Options elected hereunder, without further action by the Board or the
stockholders of the Company, on the date of the February Compensation Committee
meeting. Each Outside Director who first becomes eligible for a grant after
January 1 of the calendar year, shall be automatically granted the Additional
Options elected hereunder, without further action by the Board or the
stockholders of the Company, on the earlier of the date of the first regular
meeting during the calendar year of either the Board or the Compensation
Committee after the date such Outside Director first becomes eligible and elects
the grant of Additional Options under this subsection 8(b).
(c) Form of Additional Option Election. An election by an Outside
Director to receive some or all of the cash portion of his or her Retainer as an
Additional Option shall (i) be in writing, (ii) be delivered to the Secretary of
the Company, and (iii) be irrevocable in all respects with respect to the
calendar year(s) to which the election relates. If no election has ever been
made by the Outside Director pursuant to subsection 8(b) above, he or she shall
be deemed to have made an election to receive the entire cash portion of the
Retainer in cash.
(d) Period of Option. The period of each Option shall be 10 years
from the date it is granted.
(e) Option Price. The exercise price of an Option shall be the Fair
Market Value of the Stock at the time the Option is granted.
(f) Limitations on Exercise. Each Option shall not be exercisable until
at least one year has expired after the granting of the Option, during which
time the Outside Director shall have been in the continuous service as a
Director of the Company; provided, however, that the provisions of this
subsection 8(f) shall not apply and all Options outstanding under the Plan shall
be exercisable in full if a Change in Control occurs. Commencing one year after
the date the Option was granted, the Outside Director may purchase the total
number of shares covered by the Option; provided, however, that if the
Director's service is terminated for any reason other than death, Retirement, a
voluntary decision by the Outside Director not to stand for reelection to the
Board or total and permanent disability, the Option shall be exercisable only
for the number of shares of Stock which were exercisable on the date of such
termination. In no event, however, may an Option be exercised more than 10 years
after the date of its grant.
(g) Exercise; Notice Thereof. Options shall be exercised by delivering
to the Company, as directed by the office of the Treasurer at the World
Headquarters, written notice of the number of shares with respect to which
Option rights are being exercised and by paying in full the Option Price of the
shares at the time being acquired. Payment may be made in cash, a check payable
to the Company or in shares of Stock transferable to the Company and having a
Fair Market Value on the transfer date equal to the amount payable to the
Company. The date of exercise shall be deemed to be the date the Company
receives the written notice and payment for the shares being purchased. An
Outside Director shall have none of the rights of a stockholder with respect to
shares covered by an Option until the Outside Director becomes the record holder
of such shares.
<PAGE>
(h) Exercise after Death, Retirement, Disability or Voluntary
Termination of Service. If a Director dies, retires, becomes totally and
permanently disabled, or terminates service on the Board by reason of a
voluntary decision by the Outside Director not to stand for reelection to the
Board, without having exercised an Option in full, the remaining portion of such
Option may be exercised, without regard to the limitations in subsection 8(f),
within the remaining period of the Option. Upon an Outside Director's death, the
Option may be exercised by the person or persons to whom such Outside Director's
rights under the Option shall pass by will or the laws of descent and
distribution or, if no such person has such rights, by his executor or
administrator.
(i) Non-transferability. During the Outside Director's lifetime,
Options shall be exercisable only by such Outside Director. Options shall not be
transferable other than by will or the laws of descent and distribution upon the
Outside Director's death. Notwithstanding anything in this subsection 8(i) to
the contrary, Outside Directors shall have the right to transfer Options, to the
extent allowed under Rule 16b-3 of the Exchange Act, subject to the same terms
and conditions applicable to options granted to the Chief Executive Officer of
the Company under Committee Rules.
(j) Purchase for Investment. It is contemplated that the Company will
register shares sold to Directors pursuant to the Plan under the Securities Act
of 1933. In the absence of an effective registration, however, an Outside
Director exercising an Option hereunder may be required to give a representation
that he/she is acquiring such shares as an investment and not with a view to
distribution thereof.
(k) Options for Nonresident Aliens. In the case of any Option awarded
to an Outside Director who is not a resident of the United States, the Board may
(i) waive or alter the conditions set forth in subsections 8(a) through 8(j) to
the extent that such action is necessary to conform such Option to applicable
foreign law, or (ii) take any action, either before or after the award of such
Option, which it deems advisable to obtain approval of such Option by an
appropriate governmental entity; provided, however, that no action may be taken
hereunder if such action would (1) increase any benefits accruing to any Outside
Directors under the Plan, (2) increase the number of securities which may be
issued under the Plan, (3) modify the requirements for eligibility to
participate in the Plan, or (4) result in a failure to comply with applicable
provisions of the Securities Act of 1933, the Exchange Act or the Code.
(l) Election to Receive Cash Rather than Stock.
(i) At the same time as Options are granted the Board
may also grant to designated Outside Directors the right to
convert a specified number of shares of Stock covered by such
Options to cash, subject to the terms and conditions of this
subsection 8(l). For each such Option so converted, the
Outside Director shall be entitled to receive cash equal to
the difference between the Outside Director's Option Price and
the Fair Market Value of the Stock on the date of conversion.
Such a right shall be referred to herein as a Stock
Appreciation Right ("SAR"). Outside Directors to whom an SAR
has been granted shall be notified of such grant and of the
Options to which such SAR pertains. An SAR may be revoked by
the Board, in its sole discretion, at any time, provided,
<PAGE>
however, that no such revocation may be taken hereunder if
such action would result in the disallowance of a deduction to
the Company under section 162(m) of the Code or any successor
section.
(ii) An Outside Director who has been granted an SAR
may exercise such SAR during such periods as provided for in
the rules promulgated under section 16 of the Exchange Act.
The SAR shall expire when the period of the subject Option
expires.
(iii) At the time an Outside Director converts one or
more shares of Stock covered by an Option to cash pursuant to
an SAR, such Outside Director must exercise one or more
Options, which were granted at the same time as the Option
subject to such SAR, for an equal number of shares of Stock.
In the event that the number of shares and the Option Price
per share of all shares of Stock subject to outstanding
Options is adjusted as provided in the Plan, the above SARs
shall automatically be adjusted in the same ratio which
reflects the adjustment to the number of shares and the Option
Price per share of all shares of Stock subject to outstanding
Options.
(m) Deferral of Award Payment. The Board may establish one or more
programs under the Plan to permit Outside Directors the opportunity to elect to
defer receipt of consideration upon exercise of an Award or other event that
absent the election would entitle the Outside Director to payment or receipt of
Stock or other consideration under an Award. The Compensation Committee may
establish the election procedures, the timing of such elections, the mechanisms
for payments of, and accrual of interest or other earnings, if any, on amounts
of Stock so deferred, and such other terms, conditions, rules and procedures
that the Compensation Committee deems advisable for the administration of any
such deferral program.
9. RESTRICTED SHARES
The Board may from time to time designate those Outside Directors who
shall receive Restricted Share Awards. Each grant of Restricted Shares under the
Plan shall be evidenced by a notice from the Board to the Outside Director. The
notice shall contain such terms and conditions, not inconsistent with the Plan,
as shall be determined by the Board and shall indicate the number of Restricted
Shares awarded and the following terms and conditions of the award.
(a) Grant of Restricted Shares. The Board shall determine the number of
Restricted Shares to be included in the grant and the period or periods during
which the Transferability Restrictions applicable to the Restricted Shares will
be in force (the "Restricted Period"). The Restricted Period may be the same for
all Restricted Shares granted at a particular time to any one Outside Director
or may be different with respect to different Outside Directors or with respect
to various of the Restricted Shares granted to the same Outside Director, all as
determined by the Board at the time of grant.
(b) Transferability Restrictions. During the Restricted Period,
Restricted Shares may not be sold, assigned, transferred or otherwise disposed
of, or mortgaged, pledged or otherwise encumbered. Furthermore, an Outside
Director's right, if any, to
<PAGE>
receive Stock upon termination of the Restricted Period may not be assigned
or transferred except by will or by the laws of descent and distribution. In
order to enforce the limitations imposed upon the Restricted Shares the Board
may (i) cause a legend or legends to be placed on any such certificates, and/or
(ii) issue "stop transfer" instructions as it deems necessary or appropriate.
Holders of Restricted Shares limited as to sale under this subsection 9(b) shall
have rights as a shareholder with respect to such shares to receive dividends in
cash or other property or other distribution or rights in respect of such
shares, and to vote such shares as the record owner thereof. With respect to
each grant of Restricted Shares, the Board shall determine the Transferability
Restrictions which will apply to the Restricted Shares for all or part of the
Restricted Period. By way of illustration but not by way of limitation, the
Board may provide (i) that the Outside Director will not be entitled to receive
any shares of Stock unless he or she still serves as a Director of the Company
at the end of the Restricted Period, (ii) that the Outside Director will become
vested in Restricted Shares according to a schedule determined by the Board, or
under other terms and conditions determined by the Board, and (iii) how any
Transferability Restrictions will be applied, modified or accelerated in the
case of the Outside Director's death or total and permanent disability.
(c) Manner of Holding and Delivering Restricted Shares. Each
certificate issued for Restricted Shares shall be registered in the name of the
Outside Director and deposited with the Company or its designee. These
certificates shall remain in the possession of the Company or its designee until
the end of the applicable Restricted Period or, if the Board has provided for
earlier termination of the Transferability Restrictions following an Outside
Director's death, total and permanent disability or earlier vesting of the
shares of Stock, such earlier termination of the Transferability Restrictions.
At whichever time is applicable, certificates representing the number of shares
to which the Outside Director is then entitled shall be delivered to the Outside
Director free and clear of the Transferability Restrictions; provided that in
the case of an Outside Director who is not entitled to receive the full number
of Restricted Shares evidenced by the certificates then being released from
escrow because of the application of the Transferability Restrictions, those
certificates shall be returned to the Company and canceled and a new certificate
representing the shares of Stock, if any, to which the Outside Director is
entitled pursuant to the Transferability Restrictions shall be issued and
delivered to the Outside Director, free and clear of the Transferability
Restrictions.
10. RESTRICTED SHARE UNITS
The Board shall from time to time designate those Outside Directors who
shall receive Restricted Share Unit Awards. The Compensation Committee shall
advise such Outside Directors of their Awards by a letter indicating the number
of Restricted Share Units awarded and the following terms and conditions of the
award.
(a) Restricted Share Units may be granted to Outside Directors as of
the first day of a Restricted Period. The number of Restricted Share Units to be
granted to each Outside Director and the Restricted Period shall be determined
by the Board in its sole discretion.
(b) Transferability Restrictions. During the Restricted Period,
Restricted Share Units may not be sold, assigned, transferred or otherwise
disposed of, or
<PAGE>
mortgaged, pledged or otherwise encumbered. Furthermore, an Outside
Director's right, if any, to receive cash or Stock upon termination of the
Restricted Period may not be assigned or transferred except by will or by the
laws of descent and distribution. With respect to each grant of Restricted Share
Units, the Compensation Committee shall determine the Transferability
Restrictions which will apply to the Restricted Share Units for all or part of
the Restricted Period. By way of illustration but not by way of limitation, the
Compensation Committee may provide (i) that the Outside Director will forfeit
any Restricted Share Units unless he or she still serves as a Director of the
Company at the end of the Restricted Period, (ii) that the Outside Director will
become vested in Restricted Share Units according to a schedule determined by
the Compensation Committee, or under other terms and conditions determined by
the Compensation Committee, and (iii) how any Transferability Restrictions will
be applied, modified or accelerated in the case of the Outside Director's death
or total and permanent disability.
(c) During the Restricted Period, Outside Directors will be credited
with dividends, equivalent in value to those declared and paid on shares of
Stock, on all Restricted Share Units granted to them. These dividends will be
regarded as having been reinvested in Restricted Share Units on the date of the
Stock dividend payments based on the then Fair Market Value of the Stock thereby
increasing the number of Restricted Share Units held by an Outside Director.
Holders of Restricted Share Units under this subsection 10(c) shall have none of
the rights of a shareholder with respect to such shares. Holders of Restricted
Share Units are not entitled to receive dividends in cash or other property, nor
other distribution of rights in respect of such shares, nor to vote such shares
as the record owner thereof.
(d) Payment of Restricted Share Units. The payment of Restricted Share
Units shall be made in cash or shares of Stock, or a combination of both, as
determined by the Board at the time of grant. The payment of Restricted Share
Units shall be made within 90 days following the end of the Restricted Period.
11. NOTICES; DELIVERY OF STOCK CERTIFICATES
Any notice required or permitted to be given by the Company or the
Board pursuant to the Plan shall be deemed given when personally delivered or
deposited in the United States mail, registered or certified, postage prepaid,
addressed to the Outside Director at the last address shown for the Outside
Director on the records of the Company.
12. AMENDMENT AND TERMINATION
The Board may at any time amend, suspend, or discontinue the Plan or
alter or amend any or all Awards under the Plan to the extent (i) permitted by
law, (ii) permitted by the rules of any stock exchange on which the Stock or any
other security of the Company is listed, and (iii) permitted under applicable
provisions of the Securities Act of 1933, as amended, the Exchange Act
(including Rule 16b-3 thereof); provided, however, that if any of the foregoing
requires the approval by the stockholders of any such amendment, suspension or
discontinuance, then the Board may take such action subject to the approval of
the stockholders. Except as provided in subsection 7(b), no such amendment,
suspension or termination of the Plan shall, without the consent of the
<PAGE>
Director, adversely alter or change any of the rights or obligations under any
Award granted to the Director. The Board may in its sole and absolute
discretion, by written notice to a Director, (i) limit the period in which an
Award may be exercised to a period ending at least three months following the
date of such notice, and/or (ii) limit or eliminate the number of shares subject
to Award after a period ending at least three months following the date of such
notice. Except as provided in subsection 8(k) and this Section 12, no such
amendment, suspension, or termination of the Plan shall, without the consent of
the Director, adversely alter or change any of the rights or obligations under
any Options or other rights previously granted the Director under the Plan.
13. TAXES
The Company shall require the withholding of all taxes as required by
law. An Outside Director may elect to have any portion of the federal, state or
local income tax withholding required with respect to an Award satisfied by
tendering Stock to the Company, which, in the absence of such an election, would
have been issued to the Director in connection with the Award.
14. GOVERNING LAW
The terms of the Plan shall be governed, construed, administered and
regulated in accordance with the laws of the state of Delaware and applicable
federal law. In the event any provision of the Plan shall be determined to be
illegal or invalid for any reason, the other provisions of the Plan shall
continue in full force and effect as if such illegal or invalid provision had
never been included herein.
15. DIRECTOR'S SERVICE
Nothing contained in the Plan, or with respect to any grant hereunder,
shall interfere with or limit in any way the right of stockholders of the
Company to remove any Director from the Board, nor confer upon any Director any
right to continue to serve on the Board as a Director.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-12
<SEQUENCE>11
<FILENAME>ex12.txt
<DESCRIPTION>EX-12
<TEXT>
<TABLE>
Exhibit No. (12)
KIMBERLY-CLARK CORPORATION AND SUBSIDIARIES
Computation of Ratio of Earnings to Fixed Charges
(Dollar amounts in millions)
<CAPTION>
Year Ended December 31
-------------------------------------------------------------
1998 1999 2000 2001 2002
-------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Consolidated Companies
- ----------------------
Income before income taxes........................... $1,523.3 $2,251.7 $2,436.0 $2,164.4 $2,297.4
Interest expense..................................... 198.7 213.1 221.8 191.6 182.1
Interest factor in rent expense...................... 52.3 50.5 48.6 53.5 55.7
Amortization of capitalized interest................. 9.4 10.0 9.6 10.8 12.0
Equity Affiliates
- -----------------
Share of 50%-owned:
Income before income taxes......................... 47.6 43.4 43.0 (.6) (2.2)
Interest expense................................... 9.9 8.0 7.5 5.5 2.7
Interest factor in rent expense.................... 1.2 .9 .9 .8 .1
Amortization of capitalized interest............... .5 .6 .5 .2 -
Distributed income of less than 50%-owned............ 98.1 88.0 96.4 103.8 104.3
-------- -------- -------- -------- --------
Earnings................................................ $1,941.0 $2,666.2 $2,864.3 $2,530.0 $2,652.1
======== ======== ======== ======== ========
Consolidated Companies
- ----------------------
Interest expense..................................... $ 198.7 $ 213.1 $ 221.8 $ 191.6 $ 182.1
Capitalized interest................................. 12.4 12.9 20.9 19.6 11.0
Interest factor in rent expense...................... 52.3 50.5 48.6 53.5 55.7
Equity Affiliates
- -----------------
Share of 50%-owned:
Interest and capitalized interest.................. 10.0 8.1 7.5 5.5 2.7
Interest factor in rent expense.................... 1.2 .9 .9 .8 .1
-------- -------- -------- -------- --------
Fixed Charges........................................... $ 274.6 $ 285.5 $ 299.7 $ 271.0 $ 251.6
======== ======== ======== ======== ========
Ratio of earnings to fixed charges............... 7.07 9.34 9.56 9.34 10.54
======== ======== ======== ======== ========
</TABLE>
Note: The Corporation is contingently liable as guarantor, or directly liable
as the original obligor, for certain debt and lease obligations of
S.D. Warren Company, which was sold in December 1994. The buyer
provided the Corporation with a letter of credit from a major financial
institution guaranteeing repayment of these obligations. No losses are
expected from these arrangements and they have not been included in the
computation of earnings to fixed charges.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-13
<SEQUENCE>12
<FILENAME>ex13.txt
<DESCRIPTION>EX-13
<TEXT>
Exhibit No. (13)
MANAGEMENT'S DISCUSSION AND ANALYSIS
Kimberly-Clark Corporation and Subsidiaries
Business Segments
The Corporation is organized into 12 operating segments based on product
groupings. These operating segments have been aggregated into three reportable
business segments: Personal Care; Consumer Tissue; and Business-to-Business.
Each reportable segment is headed by an executive officer who reports to our
Chief Executive Officer and is responsible for the development and execution of
global strategies to drive growth and profitability of the Corporation's
worldwide personal care, consumer tissue and business-to-business operations.
These strategies include global plans for branding and product positioning,
technology and research and development programs, cost reductions including
supply chain management, and capacity and capital investments for each of these
businesses. The principal sources of revenue in each of our global business
segments are described below.
The Personal Care segment manufactures and markets disposable diapers,
training and youth pants and swimpants; feminine and incontinence care products;
and related products. Products in this segment are primarily for household use
and are sold under a variety of brand names, including Huggies, Pull-Ups, Little
Swimmers, GoodNites, Kotex, Lightdays, Depend, Poise and other brand names.
The Consumer Tissue segment manufactures and markets facial and bathroom
tissue, paper towels and napkins for household use; wet wipes; and related
products. Products in this segment are sold under the Kleenex, Scott,
Cottonelle, Viva, Andrex, Scottex, Page, Huggies and other brand names.
The Business-to-Business segment manufactures and markets facial and
bathroom tissue, paper towels, wipers and napkins for away-from-home use; health
care products such as surgical gowns, drapes, infection control products,
sterilization wraps, disposable face masks and exam gloves, respiratory
products, and other disposable medical products; printing, premium business and
correspondence papers; specialty and technical papers; and other products.
Products in this segment are sold under the Kimberly-Clark, Kleenex, Scott,
Kimwipes, WypAll, Surpass, Safeskin, Tecnol, Ballard and other brand names.
PROFILE BY SEGMENT
2002 consolidated net sales
[BAR GRAPH]
CONSUMER TISSUE................... 37%
PERSONAL CARE..................... 37%
B2B............................... 26%
PROFILE BY GEOGRAPHY
2002 consolidated net sales
[BAR GRAPH]
NORTH AMERICA..................... 63%
EUROPE............................ 18%
ASIA, LATIN AMERICA,
AND OTHER......................... 19%
<TABLE>
Analysis of Consolidated Net Sales - Three Years Ended December 31, 2002
By Business Segment
<CAPTION>
(Millions of dollars) 2002 2001 2000
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Personal Care........................................................... $ 5,101.7 $ 5,156.6 $ 4,959.9
Consumer Tissue......................................................... 5,018.6 4,747.9 4,552.0
Business-to-Business.................................................... 3,593.0 3,544.6 3,593.4
Intersegment sales...................................................... (147.0) (161.5) (195.8)
--------- --------- ---------
Consolidated....................................................... $13,566.3 $13,287.6 $12,909.5
========= ========= =========
</TABLE>
<PAGE>
<TABLE>
By Geographic Area
<CAPTION>
(Millions of dollars) 2002 2001 2000
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
United States........................................................... $ 8,649.4 $ 8,638.3 $ 8,460.5
Canada.................................................................. 831.4 900.7 954.2
Intergeographic sales................................................... (601.2) (694.7) (673.5)
--------- --------- ---------
Total North America................................................ 8,879.6 8,844.3 8,741.2
Europe.................................................................. 2,482.8 2,341.3 2,201.7
Asia, Latin America and other........................................... 2,751.5 2,661.7 2,515.8
Intergeographic sales................................................... (547.6) (559.7) (549.2)
--------- --------- ---------
Consolidated....................................................... $13,566.3 $13,287.6 $12,909.5
========= ========= =========
</TABLE>
Net sales for all years presented are stated net of the cost of trade promotions
and both the face value of consumer coupons and other applicable promotional
activities as required under an accounting pronouncement issued by the Financial
Accounting Standards Board ("FASB") in Emerging Issues Task Force ("EITF")
Issue 01-9. (See additional information under Accounting Standards Changes and
New Pronouncements.)
Commentary:
2002 versus 2001
Consolidated net sales increased 2.1 percent over 2001. Excluding changes in
foreign currency exchange rates, net sales increased nearly 3 percent.
Unfavorable currency effects, primarily in Argentina and Venezuela, were
partially offset by favorable currency effects in Europe. Sales volumes
increased approximately 5 percent, including the acquisition of majority
ownership of Kimberly-Clark Australia Pty. Ltd. ("KCA") effective July 1, 2001,
which contributed about one-third of the gain. Net selling prices decreased
about 2 percent, primarily due to higher promotional spending in North America
in the personal care and consumer tissue segments.
o Worldwide sales of personal care products declined 1.1 percent. Sales
volume growth of over 3 percent, about one-half of which was due to the
consolidation of KCA, was more than offset by lower net selling prices and
negative effects of changes in currency exchange rates. In North America,
net sales decreased about 2 percent as lower net selling prices, driven by
competitive activities, more than offset sales volume gains of nearly
4 percent. Net sales in Europe increased about 4 percent, however,
excluding favorable currency effects, net sales declined about 1 percent.
Decreased net selling prices overcame 1 percent higher sales volumes.
In Latin America, net sales declined primarily because of the effects
of the recession in Argentina. KCA was a significant contributor to higher
sales volumes in Asia, along with growth in sales of infant and feminine
care products in Korea, partially offset by lower sales volumes in the
Philippines.
o Worldwide sales of consumer tissue products increased 5.7 percent.
Excluding favorable currency effects, net sales grew about 5 percent on the
strength of 8 percent higher sales volumes tempered by 3 percent lower net
selling prices. In North America, a 5 percent increase in net sales was
driven by more than 9 percent growth in sales volumes, with strong
increases in sales of Scott towels and Cottonelle and Scott bathroom
tissue, partially offset by lower net selling prices, including the effect
of higher promotion spending. Excluding a near 5 percent boost from
currency effects, net sales in Europe increased more than 2 percent. Higher
sales volumes of over 3 percent, including the launch of baby wipes, were
partially offset by lower net selling prices. In Latin America, the
<PAGE>
unfavorable currency effects not recovered through selling price increases
partially reduced the overall increase in sales volumes. In addition to the
contribution of KCA, Asia benefited from higher sales volumes in Korea,
tempered by market weakness in Taiwan.
o Worldwide sales of products in the business-to-business segment increased
1.4 percent. Sales volumes for the segment increased nearly 3 percent, on
the strength of higher volumes in the health care and professional
businesses of 7 percent and 4 percent, respectively. However, net sales in
the North American printing and technical paper businesses declined due to
the effects of the weak U.S. economy.
ANALYSIS OF CHANGE IN SALES
[BAR GRAPH]
2001 2002
Net selling price................. +1% -2%
Volume............................ +5% +5%
Currency.......................... -3% -1%
2001 versus 2000
Consolidated net sales increased 2.9 percent above 2000. Excluding changes in
foreign currency exchange rates, primarily in Europe, Korea and Brazil, net
sales increased more than 5 percent. Sales volumes advanced nearly 5 percent
with each business segment contributing to the gain. Acquisitions, including
Linostar, S.p.A. ("Linostar") in Italy, S-K Corporation ("S-K") in Taiwan and
KCA, contributed about 3 percentage points of the increased net sales. Net
selling prices increased less than 1 percent.
o Worldwide net sales of personal care products increased 4.0 percent. Sales
volume growth of more than 7 percent was partially offset by a negative
effect of over 3 percent due to changes in currency exchange rates.
Excluding currency effects, net sales increased in every geographic region.
Net selling prices increased less than 1 percent. In North America, net
sales advanced because of 2 percent higher net selling prices. In Europe,
sales volumes rose 22 percent driven by strong sales of Huggies diapers,
including a 13 percentage point contribution from the acquisition of
Linostar. Strong volume gains in the Caribbean region of Latin America were
partially offset by lower volumes in Brazil resulting from market
contraction in that country. Asia's sales volume benefited from the
acquisitions of KCA and S-K and from growth in Korea for diapers and
feminine care products, partially offset by a sales volume decline in
China.
o Worldwide net sales of consumer tissue products increased 4.3 percent.
Excluding currency effects, primarily in Europe and Korea, net sales were
about 7 percent higher with increased sales volumes contributing almost
5 percent of the gain. Net selling prices rose about 2 percent. More than
half of the increase in sales volumes was due to higher sales of bathroom
tissue, particularly Scott tissue, and Huggies baby wipes in North America.
Sales volumes in Latin America grew over 8 percent. Asia produced nearly
half the increase in sales volumes, primarily due to KCA and higher sales
in Korea. The gain in net selling prices was principally attributable to
Europe.
o Net sales for the business-to-business segment declined 1.4 percent.
Excluding currency effects, net sales were about equal to the prior year.
Net sales for health care products expanded over 9 percent, principally due
to increased sales volumes. However, net sales in North America for K-C
Professional, Neenah Paper and Technical Paper declined due to lower sales
volumes that reflected the slowdown in market demand associated with the
economic downturn.
<TABLE>
Analysis of Consolidated Operating Profit - Three Years Ended December 31, 2002
By Business Segment
<CAPTION>
(Millions of dollars) 2002 2001 2000
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Personal Care .......................................................... $1,042.7 $1,042.7 $1,136.7
Consumer Tissue ........................................................ 921.7 863.7 825.1
Business-to-Business ................................................... 670.0 599.4 666.0
Other income (expense), net ............................................ (73.3) (83.7) 104.2
Unallocated - net ...................................................... (97.3) (83.9) (98.2)
-------- -------- --------
Consolidated ...................................................... $2,463.8 $2,338.2 $2,633.8
======== ======== ========
</TABLE>
<PAGE>
<TABLE>
By Geographic Area
<CAPTION>
(Millions of dollars) 2002 2001 2000
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
United States .......................................................... $2,018.9 $1,927.5 $1,937.1
Canada ................................................................. 100.5 156.9 211.3
Europe ................................................................. 191.0 176.2 149.7
Asia, Latin America and other .......................................... 324.0 245.2 329.7
Other income (expense), net ............................................ (73.3) (83.7) 104.2
Unallocated - net ...................................................... (97.3) (83.9) (98.2)
-------- -------- --------
Consolidated ...................................................... $2,463.8 $2,338.2 $2,633.8
======== ======== ========
<FN>
Note: Unallocated - net consists of expenses not associated with the business segments or geographic areas.
</FN>
</TABLE>
Commentary:
2002 versus 2001
Consolidated operating profit increased 5.4 percent. Operating profit as a
percentage of net sales increased from 17.6 percent in 2001 to 18.2 percent in
2002. The Corporation recorded charges of approximately $67 million in 2002
related to business improvement and other programs and a litigation settlement.
Charges related to the previously announced plans to streamline manufacturing
and administrative operations in Latin America and Europe totaled $14.3 million
and $19.1 million, respectively, and consisted principally of employee severance
of $16.8 million and asset write-off and disposal costs of $8.4 million. The
Corporation also recorded charges of approximately $4 million for employee
severance to complete actions that had been initiated in 2001, approximately
$2 million for an arbitration settlement and approximately $4 million for a
one-time national security tax levied on all corporations in Colombia. In
addition, the Corporation recorded $21 million of charges related to the
settlement in December 2002 of securities and shareholder derivative litigation
involving Safeskin Corporation ("Safeskin"). As previously disclosed, the
litigation predated the Corporation's February 2000 acquisition of Safeskin.
The above charges were recorded in the business segments as follows:
personal care $14.8 million; consumer tissue $21.8 million; business-to-business
$7.6 million and the portion not allocated to the segments was $23.1 million,
consisting principally of the Safeskin litigation charges. On a geographic basis
these charges are included as follows: North America $6.8 million; Europe
$19.1 million; Asia, Latin America and other $18.3 million and the portion not
allocated to the regions was $23.1 million. These charges are included in the
consolidated income statement as follows: cost of products sold - $19.9 million,
consisting principally of employee severance and asset write-off costs;
marketing, research and general expenses - $24.3 million, consisting principally
of severance, training and other integration costs in Europe, and other (income)
expense, net - $23.1 million, consisting principally of the Safeskin litigation
charges.
Operating profit in 2001 included charges totaling nearly $213 million,
principally for asset write-off and disposal costs of $107 million, employee
severance costs of $26 million, contract termination costs of $15 million, costs
to assimilate acquired businesses of $13 million and arbitration rulings of
$43 million. In November 2001, the Corporation announced plans for the
streamlining of manufacturing operations in Latin America, including the
shutdown of four small, older plants, as well as the closure of a technical
paper mill in North America. Total cash charges for these plans were
$18.4 million, including a one-time $11 million payment to settle a vendor
contract agreement in North America. Noncash costs for these plans recorded in
the fourth quarter totaled $66.7 million, including the write-off of the assets
associated with the technical paper mill that was closed in December 2001. Also
included in those
<PAGE>
plans were the write-off of excess manufacturing equipment in North America of
approximately $14 million. These plans were substantially completed prior to the
end of 2002. Also included in the $213 million of charges were workforce
severance costs of about $6 million and asset write-off and disposal costs of
approximately $34 million to streamline personal care operations in North
America and China. These programs were completed during 2001. As part of the
integration of acquired businesses, including Linostar, S-K, and Safeskin, costs
totaling approximately $13 million related to assimilating these operations,
such as changing packaging and labeling and duplicative labor costs, were
expensed as incurred. In addition, in 2001 a charge of $43.2 million was
recorded pursuant to arbitration rulings released on January 21 and 31, 2002.
The rulings resolved two disputes related to the closure of the Corporation's
Mobile, Ala., pulp mill in 1999 and the supply of energy to the Corporation's
Mobile tissue mill.
The above charges were recorded in the business segments as follows:
personal care $76.8 million; consumer tissue $39.2 million; business-to-business
$51.4 million and the portion not allocated to the segments was $45.5 million,
consisting principally of the charges related to the arbitration rulings. On a
geographic basis these charges are included as follows: North America
$109.5 million; Europe $12.6 million; Asia, Latin America and other
$45.3 million and the portion not allocated to regions was $45.5 million. These
charges are included in the consolidated income statement as follows: cost of
products sold - $141.7 million, consisting principally of asset write-off and
disposal costs and severance costs; marketing, research and general expenses -
$25.7 million, consisting principally of severance costs for administrative
employees in Europe and certain costs related to the business integrations; and
other (income) expense, net - $45.5 million, consisting principally of the
charges related to the arbitration rulings.
In accordance with Statement of Financial Accounting Standards ("SFAS")
142, Goodwill and Other Intangible Assets, the Corporation ceased amortizing
goodwill in 2002. Goodwill amortization by segment in 2001 was: personal care
$16.0 million; consumer tissue $14.6 million and business-to-business
$58.8 million. By geographic region, goodwill amortization in 2001 was: North
America $57.8 million; Europe $9.2 million and Asia, Latin America and other
$22.4 million.
In 2002, the Corporation incurred higher net pension costs for its defined
benefit plans of approximately $52 million compared with 2001.
o Operating profit for personal care products was even with last year. The
costs of promotional spending that were driven by competitive activity,
especially in the second half of the year, offset the increased sales
volumes, lower costs for business improvement plans and the discontinuation
of goodwill amortization in 2002. In North America, operating profit
declined despite increased sales volumes, particularly for Depend and Poise
adult incontinence care products, and increased productivity and cost
savings programs. This decline primarily reflected the high levels of
promotional activity to defend the infant and child care brands' market
positions. While operating profit in Europe improved, in part due to lower
raw material costs, that business experienced competitive pressure similar
to North America. Operating profit in Asia benefited from the acquisition
of KCA and growth in Korea, tempered by lower earnings in the Philippines.
o Operating profit for consumer tissue products increased 6.7 percent.
Increased sales volumes, particularly in North America for Scott and
Cottonelle bathroom tissue and Scott towels, and lower pulp costs were the
primary drivers behind this growth. These gains were partially offset by
increased levels of promotional and marketing spending.
o Operating profit for the business-to-business segment increased
11.8 percent. On a pro forma basis, excluding the amortization of goodwill
in 2001, operating profit increased 1.8 percent. In addition, the segment
recorded approximately $51 million of costs in 2001 primarily related to a
North American mill closing and costs to integrate acquired businesses
compared to about $8 million of
<PAGE>
similar costs in 2002. While earnings for the health care business
benefited from the higher sales volumes, this gain was offset by lower
results in the other businesses due to the economic slowdown in North
America.
o From 1999 through early 2001, two of our affiliates in Brazil purchased
unused tax credits, as permitted by law, to reduce taxes otherwise payable.
During the fourth quarter 2001, we determined that it was probable that a
portion of the purchased tax credits would not be allowed by tax
authorities nor would collection of the collateral or amounts pledged under
sellers' guarantees occur. Accordingly, in the fourth quarter 2001, we
recorded a charge of $33 million to other expense for these tax credits.
In 2002, we established a team to investigate and to pursue actions to
recover these losses. In the second quarter 2002, evidence was discovered
to suggest fraud by at least one employee of our affiliates and possibly
several others in connection with the tax credit purchases. We determined
that the remaining purchased tax credits were invalid and that the
collateral backing them was worthless. We had previously concluded, during
the December 2001 review, based on the advice of our outside advisors that
these credits represented legitimate tax credits. Accordingly, in the
second quarter 2002, we recorded a charge of $26.5 million to other expense
for losses associated with these tax credits. We have no remaining
financial exposure for purchased tax credits.
We have implemented various corrective actions to prevent this matter from
recurring in the future, including terminating all the employees
responsible for the decisions to purchase these tax credits. We have also
filed civil and criminal actions against a former employee; third parties
(i.e., intermediaries who sold or arranged for our affiliates' purchase of
tax credits); tax credit sellers; and legal counsel associated with the
purchase of the tax credits.
In addition, we have restricted the affiliates' purchasing authority and
control procedures have been re-emphasized. Personnel changes have been
made to strengthen the affiliates' organizations and their internal control
compliance.
o Other income (expense), net included the Safeskin litigation settlement in
2002, the arbitration rulings in 2001, and $17.1 million of operating
losses in 2002 related to the Corporation's participation in affordable
housing and historic renovation real estate projects, an increase of
$11.8 million compared with 2001. Included in 2002 and 2001 were charges of
$26.5 million and $33 million, respectively, for the tax credits discussed
above. Also included were currency transaction gains in 2002 compared with
losses in 2001.
2001 versus 2000
Consolidated operating profit declined 11.2 percent primarily due to other
income (expense), net. Operating profit as a percentage of net sales decreased
from 20.4 percent in 2000 to 17.6 percent in 2001. As previously discussed,
charges of nearly $213 million were recorded in 2001 while 2000 included charges
for business improvement ($24 million, principally to complete previously
announced plans, which involved employee severance of $5 million and asset
write-off and disposal costs of $19 million) and business integration and other
costs of $35 million, including $20 million to assimilate acquisitions and to
reorganize our North American health care sales force as part of integrating
those acquisitions, and about $6 million for asset write-off and disposal
costs. Also included in 2000 were charges of $15 million for litigation
settlements, a favorable patent settlement of about $56 million and the reversal
of $20 million of estimated liabilities that ceased to be required, which
related to a prior asset disposition. The 2000 charges described above were
recorded in the business segments as follows: personal care $5.2 million;
consumer tissue $22.0 million; business-to-business $32.3 million and the
portion not allocated to the segments was a net gain of $60.6 million,
consisting of the litigation and patent settlements and the liability reversal.
On a geographic basis these charges are
<PAGE>
included as follows: North America $36.3 million; Europe $23.2 million and the
portion not allocated to regions was the net gain of $60.6 million. These net
charges (credits) are included in the consolidated income statement as follows:
cost of products sold - $30.3 million for employee severance and asset write-off
and disposal costs; marketing, research and general expenses - $29.2 million,
consisting of expenses to assimilate the health care acquisitions and sales
force integration; and other (income) expense, net - $(60.6) million, consisting
of the litigation and patent settlements and the liability reversal.
The results of the business segments were affected in North America by
higher energy costs early in 2001, significant start-up costs to support the
rollout of new and improved products, increased fringe benefit costs primarily
due to lower returns on pension assets and lower earnings for most of the
business-to-business operations resulting from the downturn in the economy.
These results were also affected by a decline in earnings from Latin American
operations due to difficult business conditions and overall higher marketing
expenses. These factors offset the higher sales volumes, the increased net
selling prices and lower pulp costs.
In 2001, the Corporation incurred higher net pension costs for its defined
benefit plans of approximately $65 million compared with 2000.
o Operating profit for personal care products decreased 8.3 percent.
Operating profit benefited from sales volume gains including the
consolidation of KCA. Strong contributors to the volume gains were diapers
in Europe, training pants in North America and diapers and feminine care
products in Korea. However, higher marketing expenses, particularly in
Europe, and the increased fringe benefit costs in North America more than
offset the effect of the higher sales volumes.
o Operating profit for consumer tissue products increased 4.7 percent. Net
selling price increases in North America for facial tissue and towel
products and in Europe, primarily for bathroom tissue, combined with lower
pulp costs and the increase in sales volumes were the drivers behind the
increase. Partially offsetting these gains were higher energy, start-up and
fringe benefit costs in North America and higher marketing costs in North
America and Europe.
o Operating profit for the business-to-business segment decreased
10.0 percent. Health care operating profit increased more than 30 percent
on the strength of the higher sales volumes. As previously stated, the
other North American operations in this segment were adversely affected by
the downturn in the economy. The benefit of lower pulp costs did not
offset the impacts of lower sales volumes and higher energy and fringe
benefit costs. In 2001, the segment recorded business integration costs
of $13.5 million compared with similar costs of $19.5 million in 2000.
o Other income (expense), net for 2001 includes the previously mentioned
charge of approximately $33 million in Brazil for tax credits and currency
transaction losses versus gains in 2000. Also included in 2000 were gains
on minor asset sales.
Additional Income Statement Commentary
2002 versus 2001
o Interest expense decreased primarily due to lower interest rates, partially
offset by higher average levels of debt.
o The Corporation's effective income tax rate was 29.0 percent in 2002
compared with 29.8 percent in 2001. The lower effective tax rate was
primarily due to the discontinuance, for financial reporting purposes, of
goodwill amortization that had not been deductible for income tax purposes.
<PAGE>
o The Corporation's share of net income of equity companies was
$113.3 million in 2002 compared with $154.4 million in 2001. The decrease
was primarily due to lower earnings at Kimberly-Clark de Mexico, S.A. de
C.V. ("KCM") due to negative currency effects and a higher effective tax
rate due to changes in Mexican tax law. Although KCM's sales volumes
increased more than 4 percent, operating profit declined about 3 percent
due to lower net selling prices reflecting the competitive environment. The
consolidation of KCA also impacted the Corporation's share of net income of
equity companies.
o Minority owners' share of subsidiaries' net income decreased 8.1 percent
primarily due to a lower return on the preferred securities held by the
minority interest in the Corporation's consolidated foreign financing
subsidiary (as described under Financing Commentary).
o On a diluted basis, net income was $3.22 per share in 2002 compared with
$3.02 per share in 2001, an increase of 6.6 percent.
2001 versus 2000
o Interest expense decreased primarily due to lower interest rates, partially
offset by a higher average debt level.
o The Corporation's effective income tax rate was 29.8 percent in 2001
compared with 31.1 percent in 2000. The lower effective tax rate was
primarily due to tax initiatives and the resolution of prior years' income
tax matters, and because the mix of the Corporation's income continued to
shift to jurisdictions with lower effective tax rates.
o The Corporation's share of net income of equity companies was
$154.4 million in 2001 compared with $186.4 million in 2000. The decrease
was primarily due to the previously mentioned consolidation of KCA and net
losses at the Corporation's affiliates in Brazil and Argentina due to the
unstable and contracting economies of those countries. Argentina's results
were also affected by the devaluation of its currency.
o Minority owners' share of subsidiaries' net income was even with 2000. The
effect of the consolidation of KCA and the recognition in 2001 of the
return on preferred securities held by the minority interest in the
Corporation's consolidated foreign financing subsidiary were offset by the
lower earnings in Latin America.
o On a diluted basis, net income was $3.02 per share in 2001 compared with
$3.31 per share in 2000, a decrease of 8.8 percent.
<TABLE>
Sales of Principal Products
<CAPTION>
(Billions of dollars) 2002 2001 2000
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Family care tissue products .......................................................... $ 4.4 $ 4.2 $ 4.0
Diapers .............................................................................. 3.0 3.0 2.9
Away-from-home products............................................................... 1.9 1.9 1.9
All other ............................................................................ 4.3 4.2 4.1
----- ----- -----
Consolidated .................................................................... $13.6 $13.3 $12.9
===== ===== =====
</TABLE>
Approximately 12 percent, 11 percent and 10 percent of net sales were to
Wal-Mart Stores, Inc. in 2002, 2001 and 2000, respectively, primarily in the
Personal Care and Consumer Tissue businesses.
<PAGE>
<TABLE>
Liquidity and Capital Resources
<CAPTION>
Year Ended December 31
----------------------------
(Millions of dollars) 2002 2001
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Cash provided by operations.............................................................. $2,424.2 $2,253.8
Capital spending......................................................................... 870.7 1,099.5
Acquisitions of businesses, net of cash acquired......................................... 410.8 135.0
Proceeds from issuance of preferred securities of subsidiary............................. - 516.5
Ratio of net debt and preferred securities to capital.................................... 39.8% 38.9%
Pretax interest coverage - times......................................................... 13.3 11.7
</TABLE>
Cash Flow Commentary:
o Cash provided by operations increased by $170.4 million. Net income plus
noncash charges included in net income of $2.6 billion in 2002 was
$.1 billion higher than in 2001. The Corporation invested $197.6 million in
working capital in 2002 versus $232.6 million in 2001.
o Capital spending decreased by $228.8 million as the Corporation focused on
carefully targeting expenditures to benefit operations and maximize free
cash flow.
CAPITAL SPENDING TRENDS
Percent of net sales
[BAR GRAPH]
2001.............................. 8.3%
2002.............................. 6.4%
Contractual Obligations
The following table presents the Corporation's total contractual obligations for
which cash flows are fixed or determinable.
<TABLE>
<CAPTION>
(Millions of dollars) Total 2003 2004 2005 2006 2007 2008+
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Contractual obligations
Long-term debt .......................... $2,868.3 $ 24.3 $125.1 $540.5 $14.9 $325.1 $1,838.4
Operating leases ........................ 246.5 60.7 48.1 36.0 27.2 18.4 56.1
Unconditional purchase
obligations ........................... 629.4 379.2 99.3 65.2 36.1 26.1 23.5
-------- ------ ------ ------ ----- ------ --------
Total contractual obligations .............. $3,744.2 $464.2 $272.5 $641.7 $78.2 $369.6 $1,918.0
======== ====== ====== ====== ===== ====== ========
</TABLE>
The unconditional purchase obligations are for the purchase of raw
materials, primarily pulp, and utilities, principally natural gas. Although the
Corporation is primarily liable for payments on the above operating leases and
unconditional purchase obligations, management believes the Corporation's
exposure to losses, if any, under these arrangements is not material.
A consolidated financing subsidiary of the Corporation has issued preferred
securities that are in substance perpetual and are callable by the subsidiary in
November 2008 and each 20-year anniversary thereafter. Management anticipates
extending the call date of these securities in November 2008 and therefore they
are not included in the above table (see the Financing Commentary section of
this Management's Discussion and Analysis for additional detail regarding these
securities).
Financing Commentary:
o In 2002, the Corporation repurchased 11.85 million shares of its common
stock in connection with its share repurchase program at a total cost of
$675.5 million. At December 31, 2002, authority to repurchase 9.65 million
shares remained under November 2000 repurchase authority from the
Corporation's board of directors. The Corporation announced in
February 2003 that its board of directors authorized the repurchase of an
additional 20 million shares of its common stock. In 2001,
<PAGE>
the Corporation repurchased 15.0 million shares of its common stock at a
total cost of $900.1 million. All share repurchases by the Corporation were
effected through brokers on the New York Stock Exchange. No shares were
repurchased directly from any officer or director of the Corporation.
o In February 2001, a newly formed Luxembourg-based consolidated financing
subsidiary of the Corporation issued 1 million shares of preferred
securities (the "Securities") with an aggregate par value of $520 million
to a nonaffiliated entity for cash proceeds of $516.5 million.
Approximately 97 percent of the subsidiary's funds are invested in
long-term, variable rate loans to the Corporation or its consolidated
subsidiaries on terms that would be substantially similar to other
borrowings by the Corporation or its consolidated subsidiaries. The
remaining funds are invested in other financial assets. The Securities pay
no dividend but accrue a variable rate of return based on three-month LIBOR
plus 0.764 percent, which at December 31, 2002 equated to an annual rate of
approximately 2.144 percent. The Securities are in substance perpetual and
are callable by the subsidiary at par value plus any accrued but unpaid
return on the Securities in November 2008 and each 20-year anniversary
thereafter. The common equity securities, all of which are owned by the
Corporation, are entitled to all of the residual equity after satisfaction
of the preferred interests. As of December 31, 2002 and 2001, the
authorized, issued and outstanding 1 million shares of preferred securities
had a balance (and a liquidating value) of $553.5 million and
$538.4 million, respectively, which is shown as preferred securities of
subsidiary on the consolidated balance sheet. The increase in the
balance of the Securities of $15.1 million and $21.9 million during
2002 and 2001, respectively, is the return on the Securities, which was
included in minority owners' share of subsidiaries' net income on the
Corporation's consolidated income statement.
o At December 31, 2002, total debt and preferred securities was $4.5 billion,
an increase of $.3 billion above the prior year-end total. Net debt (total
debt net of cash, cash equivalents and time deposits) and preferred
securities was $3.9 billion at December 31, 2002 compared with $3.8 billion
at December 31, 2001. The ratio of net debt and preferred securities to
capital at December 31, 2002 was 39.8 percent, which is within the
Corporation's targeted range of 35 to 45 percent.
o At December 31, 2002, the Corporation had $1.425 billion of syndicated
revolving credit facilities. These facilities, unused at December 31, 2002,
permit borrowing at competitive interest rates and are available for
general corporate purposes, including backup for commercial paper
borrowings. The Corporation pays commitment fees on the unused portion but
may cancel the facilities without penalty at any time prior to their
expiration. Of these facilities, $712.5 million expires in October 2003 and
the balance expires in November 2007.
o On February 8, 2002, the Corporation issued $400 million of 5 5/8% Notes
due February 15, 2012 and used the proceeds to retire commercial paper.
o On March 19, 2002, the Corporation issued $400 million of 4 1/2% Notes due
July 30, 2005 and used the proceeds to retire commercial paper. In
connection with the borrowing, the Corporation entered into an interest
rate swap agreement maturing on July 30, 2005 with a counterparty under
which the difference between the fixed- and floating-rate interest amounts
calculated on a $400 million notional amount is exchanged on a quarterly
basis. The floating rate is 3-month LIBOR minus 29.5 basis points. The swap
agreement permits the Corporation to maintain its desired ratio of fixed-
and floating-rate borrowings.
o The Corporation's long-term debt securities have a Double-A rating and its
commercial paper is rated in the top category.
<PAGE>
Variable Interest Entities
The Corporation has a controlling financial interest in the following three
types of variable interest entities despite not having voting control of them.
Accordingly, because the Corporation is the primary beneficiary under these
arrangements, it is reasonably possible that the Corporation will be required to
consolidate such entities beginning in the third quarter of 2003 in accordance
with the requirements of FASB Interpretation 46. No current or former officer or
employee of the Corporation, its subsidiaries or affiliates or any person
related to such officer or employee is a participant in any of these
arrangements. Therefore, they could not personally benefit in any way,
financially or otherwise, from any of these arrangements. (See additional
information regarding Interpretation 46 under Accounting Standards Changes and
New Pronouncements.)
Financing Entities
The Corporation has sold certain nonstrategic timberlands and related assets in
1999 and 1989 to nonaffiliated buyers and received long-term notes from the
buyers of these assets. These transactions qualified for the installment method
of accounting for income tax purposes and met the criteria for immediate profit
recognition for financial reporting purposes contained in SFAS 66, Accounting
for Sales of Real Estate. The 1999 sale involved notes receivable having an
aggregate face value of $397 million and a fair value of approximately
$383 million at the date of sale. These notes do not require principal payments
before their December 31, 2009 maturity, are extendable at the option of the
note holder in five-year increments to December 31, 2029, and have floating
interest rates of LIBOR minus 15 basis points. The 1989 sale involved notes
receivable having an aggregate face value of $220 million and a fair value of
approximately $210 million at the date of sale. These notes do not require
principal payments before their July 7, 2011 maturity, are extendable at the
option of the note holder in three-year increments to July 7, 2019, and have
floating interest rates of LIBOR minus 12.5 basis points. The notes receivable
are backed by irrevocable standby letters of credit issued by money center
banks, which aggregated $617 million at December 31, 2002.
Because the Corporation desired to monetize the $617 million of notes
receivable and continue the deferral of current income taxes on the gains, in
1999 the Corporation transferred the notes received from the 1999 sale to a
noncontrolled financing entity, and in 2000 it transferred the notes received
from the 1989 sale to another noncontrolled financing entity. The Corporation
has minority voting interests in each of the financing entities (collectively,
the "Financing Entities"), and has accounted for these minority ownership
interests using the equity method of accounting. The transfers of the notes and
certain other assets to the Financing Entities were made at fair value, were
accounted for as asset sales and resulted in no gain or loss to the Corporation.
A nonaffiliated financial institution has made substantive capital investments
in each of the Financing Entities, has majority voting control over them and has
substantive risks and rewards of ownership of the assets in the Financing
Entities. The Financing Entities became obligated for $617 million in
third-party debt financing. The Corporation also contributed intercompany notes
receivable (guaranteed by the Corporation) aggregating $662 million and
intercompany preferred stock of $50 million to the Financing Entities, which
serve as secondary collateral for the third-party lending arrangements. The
Corporation retains equity interests in the Financing Entities for which the
legal right of offset exists against the intercompany notes. As a result, the
intercompany notes payable have been offset against the Corporation's equity
interests in the Financing Entities for financial reporting purposes. In the
unlikely event of default by the money center banks that provided the
irrevocable standby letters of credit, the Corporation could experience a
maximum loss of $617 million under these arrangements.
If payment of the outstanding notes were to be accelerated in the above
financing arrangements, previously provided deferred income taxes totaling
$188 million at December 31, 2002 may become payable.
<PAGE>
In 1988, Scott Paper Company ("Scott"), prior to its merger with the
Corporation, together with Mead Corporation ("Mead"), sold their joint ownership
interests in a pulp and paper manufacturing facility and related timberlands to
Georgia-Pacific Corporation ("G-P") for $665 million, less related debt. The
purchase price consisted of cash and ten-year G-P notes in the principal amount
of $300 million. In 1998, G-P extended the maturity of the notes for an
additional five years.
In 1988, in order to monetize the G-P notes and continue the deferral of
current income taxes of $55 million on the gain, Scott and Mead formed a
jointly-owned partnership and each contributed their G-P notes to the
partnership. The partnership borrowed $300 million from a third party under a
ten-year bank loan agreement. The loan was prepaid in December 2002 by tendering
the G-P notes to the bank, at which time the deferred taxes became a current tax
obligation.
Real Estate Entities
In 1994, the Corporation began participating in the U.S. affordable and historic
renovation real estate markets. Investments in these markets are encouraged by
laws enacted by the United States Congress and related federal income tax rules
and regulations. Accordingly, these investments generate income tax credits and
depreciation deductions that are used to reduce the Corporation's income tax
liabilities. The Corporation has invested in these markets through (i) a
partnership arrangement in which it is a limited partner, (ii) limited liability
companies ("LLCs") in which it is a nonmanaging member and (iii) investments in
various funds in which the Corporation is one of many noncontrolling investors.
The partnership, LLCs and funds borrow money from third parties on a nonrecourse
basis and invest in and own various real estate projects. These entities are not
consolidated because they are not controlled by the Corporation. The Corporation
has accounted for its interests in these entities by the equity method of
accounting or by the effective yield method, as appropriate, and accounts for
related income tax credits as a reduction in the income tax provision.
As of December 31, 2002, the Corporation had net equity of $65 million in
these real estate entities. Income tax credits to be generated by these
investments are expected to exceed $163 million, of which approximately
$101 million will be claimed on the Corporation's income tax returns through
December 31, 2002. As of December 31, 2002, total permanent financing debt for
the projects was $325 million. This permanent financing debt is secured solely
by the properties, is nonrecourse to the Corporation and is not supported or
guaranteed by the Corporation. From time to time, temporary interim financing is
guaranteed by the Corporation. In general, the Corporation's interim financing
debt guarantees are eliminated at the time permanent financing is obtained. At
December 31, 2002, $76 million of temporary interim financing debt was
guaranteed by the Corporation. The Corporation considers its default risk from
these real estate investments and its temporary interim financing debt
guarantees to be minimal as a result of geographical dispersion of the projects
and because the permanent financing debt of the projects is nonrecourse to the
Corporation.
As of December 31, 2002, the total underlying market value of the
properties is estimated to be in excess of the total related permanent financing
debt. If the Corporation's investments in these real estate entities were to be
disposed of at their carrying amounts, a portion of the tax credits and
depreciation deductions claimed on the Corporation's income tax returns may be
recaptured and may result in a charge to income. As of December 31, 2002, this
recapture risk is estimated to be $41 million. The Corporation has no current
intention of disposing of these investments, nor does it anticipate the need to
do so in the foreseeable future in order to satisfy any anticipated liquidity
need. Accordingly, the Corporation considers its recapture risk to be remote.
At December 31, 2002, the Corporation's maximum loss exposure for its real
estate entities totaled $182 million and was composed of its net equity in these
entities of $65 million, its loan guarantees of $76 million and the income tax
credit recapture risk of $41 million.
<PAGE>
Synthetic Leases
From time to time, the Corporation acquires the use of certain assets, such as
automobiles, fork lifts, trucks, warehouses and some manufacturing equipment
through synthetic leases. Synthetic leases are often desirable when they offer
administrative benefits, as would be the case in avoiding the burden of
acquiring and disposing of automobiles, fork lifts and trucks, or when long-term
interest-only financing is available, as is often the case in real estate
synthetic leases. Synthetic leases usually are cost-effective alternatives to
traditional operating leases because of their more favorable interest rates and
treatment under income tax laws. Under applicable accounting rules for such
leases, rent expense is recorded for financial reporting purposes and no asset
or debt obligation is recorded on the Corporation's balance sheet. At
December 31, 2002, the fair value of synthetically leased assets totaled about
$27 million.
These synthetic leases have termination penalties or residual value
guarantees. However, because the assets under these leases are used in the
conduct of the Corporation's business operations, it is unlikely that any
significant portion of these leases would be terminated prior to the normal
expiration of their lease terms. At December 31, 2002, the Corporation's maximum
loss exposure under residual value guarantees for synthetic leases was
approximately $24 million.
Other Commentary:
o Effective June 30, 2002, the Corporation purchased the remaining 45 percent
ownership interest in KCA at a cost of A$697.5 million (approximately
$390 million). This acquisition was part of the Corporation's strategy to
expand its three business segments within Australia. The acquisition of the
additional 45 percent ownership of KCA resulted in recognizing goodwill of
$317 million reflecting the Corporation's expectation of continued growth
and profitability of KCA.
o Management believes that the Corporation's ability to generate cash from
operations, which has exceeded $2 billion in each of the last three years,
and its capacity to issue short-term and long-term debt are adequate to
fund working capital, capital spending and other needs in the foreseeable
future.
Risk Sensitivity
As a multinational enterprise, the Corporation is exposed to changes in foreign
currency exchange rates, interest rates and commodity prices. A variety of
practices are employed to manage these market risks, including operating and
financing activities and, where deemed appropriate, the use of derivative
instruments. Derivative instruments are used only for risk management purposes
and not for speculation or trading. All derivative instruments are either
exchange traded or are entered into with major financial institutions. The
Corporation's credit exposure under these arrangements is limited to the fair
value of the agreements with a positive fair value at the reporting date.
Additionally, credit risk with respect to the counterparties is considered
minimal in view of the financial strength of the counterparties.
Effective January 1, 2001, the Corporation adopted SFAS 133, Accounting for
Derivative Instruments and Hedging Activities, as amended. This accounting
standard requires that all derivative instruments be recognized as assets or
liabilities on the balance sheet at fair value. Changes in the fair value of
derivatives are either recorded in income or other comprehensive income,
depending on whether the derivative has been designated and qualifies as part of
a hedging relationship. The gain or loss on derivatives designated as fair value
hedges and the offsetting loss or gain on the hedged item attributable to the
hedged risk are included in current income in the period that changes in fair
value occur. The gain or loss on derivatives designated as cash flow hedges is
included in other comprehensive income in the period that changes in fair value
occur and is reclassified to income in the same period that the hedged item
affects income. The gain or loss on derivatives that have not been
<PAGE>
designated as hedging instruments is included in current income in the period
that changes in fair value occur. Upon adoption of SFAS 133, the Corporation
recognized a pretax loss of $.5 million in other (income) expense, net.
Foreign Currency Risk
Foreign currency risk is managed by the use of foreign currency forward and
swap contracts. The use of these contracts allows management of transactional
exposure to exchange rate fluctuations because the gains or losses incurred on
the derivative instruments will offset, in whole or in part, losses or gains on
the underlying foreign currency exposure. Management of foreign currency
transactional exposures was not changed during 2002, and management does not
foresee or expect any significant change in such exposures or in the strategies
it employs to manage them in the near future.
Foreign currency contracts and transactional exposures are sensitive to
changes in foreign currency exchange rates. As of December 31, 2002, our largest
exposures to losses on monetary assets due to changes in foreign currency
exchange rates were the pound sterling, the Mexican peso and the euro. If a
10 percent unfavorable change in each of these foreign currencies were to occur,
pretax losses of approximately $12 million, $12 million and $2 million,
respectively, would result. As of December 31, 2002, a 10 percent unfavorable
change in the exchange rate of the U.S. dollar against the prevailing market
rates of our significant foreign currencies involving balance sheet
transactional exposures would have resulted in a net pretax loss of
approximately $30 million. These hypothetical losses on transactional exposures
are based on the difference between the December 31, 2002 rates and the assumed
exchange rates. In the view of management, the above hypothetical losses
resulting from these assumed changes in foreign currency exchange rates are not
material to the Corporation's consolidated financial position, results of
operations or cash flows.
The translation of the balance sheets of our non-U.S. operations into U.S.
dollars also is sensitive to changes in foreign currency exchange rates. As of
December 31, 2002, our largest translation exposures due to changes in foreign
currency exchange rates were the Australian dollar, the euro, the Canadian
dollar and the Mexican peso. If a 10 percent unfavorable change in each of these
foreign currency exchange rates were to occur, our unrealized translation
adjustment ("UTA") would increase by about $55 million, $52 million, $48 million
and $34 million, respectively. These increases in UTA would reduce stockholders'
equity. As of December 31, 2002, a 10 percent unfavorable change in the exchange
rate of the U.S. dollar against the prevailing market rates of all of our
significant foreign currency translation exposures would have reduced
stockholders' equity approximately $290 million. These hypothetical increases in
UTA are based on the difference between the December 31, 2002 exchange rates and
the assumed exchange rates. In the view of management, the above hypothetical
UTA adjustments resulting from these assumed changes in foreign currency
exchange rates are not material to the Corporation's consolidated financial
position.
Interest Rate Risk
Interest rate risk is managed through the maintenance of a portfolio of
variable- and fixed-rate debt composed of short- and long-term instruments. The
objective is to maintain a cost-effective mix that management deems appropriate.
At December 31, 2002, the debt portfolio was composed of approximately
40 percent variable-rate debt, adjusted for the effect of variable-rate assets,
and 60 percent fixed-rate debt. The strategy employed to manage exposure to
interest rate fluctuations did not change significantly during 2002, and
management does not foresee or expect any significant changes in its exposure to
interest rate fluctuations or in how such exposure is managed in the near
future.
We perform two separate tests to determine whether changes in interest
rates would have a significant effect on our financial position or future
results of operations. Both tests are based on our consolidated debt levels at
the time of the test. The first test estimates the effect of interest rate
<PAGE>
changes on our fixed-rate debt. Interest rate changes would result in gains or
losses in the market value of fixed-rate debt due to differences between the
current market interest rates and the rates governing these instruments. With
respect to fixed-rate debt outstanding at December 31, 2002, a 10 percent change
in interest rates would have increased the fair value of fixed-rate debt by
about $110 million. The second test estimates the potential effect on future
pretax income that would result from increased interest rates applied to our
current level of variable-rate debt. With respect to commercial paper and other
variable-rate debt, a 10 percent increase in interest rates would have had no
material effect on the future results of operations or cash flows.
Commodity Price Risk
The Corporation is subject to commodity price risk, the most significant of
which relates to the price of pulp. Selling prices of tissue products are
influenced, in part, by the market price for pulp, which is determined by
industry supply and demand. On a worldwide basis, the Corporation supplies
approximately 40 percent of its virgin fiber needs from internal pulp
manufacturing operations. Management still intends to reduce its level of pulp
integration, when market conditions permit, to approximately 20 percent, and
such a reduction in pulp integration, if accomplished, could increase the
Corporation's commodity price risk. Specifically, increases in pulp prices could
adversely affect earnings if selling prices are not adjusted or if such
adjustments significantly trail the increases in pulp prices. Derivative
instruments have not been used to manage these risks. Management does not
believe that commodity price risk is material to the Corporation's business or
its consolidated financial position, results of operations or cash flows.
In addition, the Corporation is subject to price risk for utilities,
primarily natural gas, which are used in its manufacturing operations.
Derivative instruments are used to hedge this risk when it is deemed prudent to
do so by management.
Inflation Risk
The Corporation's inflation risk is managed on an entity-by-entity basis through
selective price increases, productivity increases and cost-containment measures.
Management does not believe that inflation risk is material to the Corporation's
business or its consolidated financial position, results of operations or cash
flows.
Other Information
Use of Estimates
The preparation of financial statements requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities at
the date of the financial statements and the reported amounts of net sales and
expenses during the reporting period. Actual results could differ from these
estimates. Changes in these estimates are recorded when known. The most critical
accounting estimates used by management in the preparation of the Corporation's
consolidated financial statements are for consumer and trade promotion and
rebate accruals, postretirement and other employee benefits, workers
compensation claims and certain product liability risks, excess and obsolete
inventory, allowances for doubtful accounts, deferred tax assets and
contingencies.
Pension Plans
The Corporation and its subsidiaries in North America and the United Kingdom
have defined benefit pension plans (these plans, which comprise more than
90 percent of the total defined benefit pension fund assets and obligations, are
referred to as the "Principal Plans") and/or defined contribution retirement
plans covering substantially all regular employees. Certain other subsidiaries
have defined benefit pension plans or, in certain countries, termination pay
plans covering substantially all regular
<PAGE>
employees. The funding policy for the Principal Plans is to contribute assets to
fully fund the accumulated benefit obligation ("ABO"). Subject to regulatory and
tax deductibility limits, any funding shortfall will be eliminated over a
reasonable number of years. Nonqualified U.S. plans providing benefits in excess
of limitations imposed by the U.S. income tax code are not funded. Funding for
the remaining defined benefit plans outside the U.S. is based on legal
requirements, tax considerations, investment opportunities, and customary
business practices in such countries.
Consolidated pension expense for defined benefit pension plans was
approximately $32 million in 2002 compared with income of about $20 million for
2001. Pension expense/income is calculated based upon a number of actuarial
assumptions applied to each of the defined benefit plans. The weighted-average
expected long-term rate of return on pension fund assets used to calculate
pension expense for 2002 was 9.19 percent and will be 8.42 percent for 2003. The
expected long-term rate of return on pension fund assets was determined based on
several factors, including input from our pension investment consultant, and our
projected long-term returns of broad equity and bond indices. We also considered
our historical U.S. plan 10-year and 15-year compounded annual returns of
9.7 percent and 10.1 percent, respectively, which have been in excess of these
broad equity and bond benchmark indices. We anticipate that on average the
investment managers for each of the plans comprising the Principal Plans will
generate annual long-term rates of return of at least 8.5 percent. Our expected
long-term rate of return on the assets in the Principal Plans is based on an
asset allocation assumption of about 70 percent with equity managers, with
expected long-term rates of return of approximately 10 percent, and 30 percent
with fixed income managers, with an expected long-term rate of return of about
6 percent. We regularly review our actual asset allocation and periodically
rebalance our investments to our targeted allocation when considered
appropriate. Also, when deemed appropriate, we execute hedging strategies using
index options and futures to limit the downside exposure of certain investments
by trading off upside potential above an acceptable level. We executed such a
hedging strategy in both 2002 and 2001, and we have a hedging strategy in place
for 2003. We will continue to evaluate our long-term rate of return assumptions
at least annually and will adjust them as necessary.
We determine pension expense on the fair value of assets rather than a
market-related value of assets. Investment gains or losses represent the
difference between the expected return calculated using the fair value of assets
and the actual return based on the fair value of assets. We recognize the
variance between actual and expected gains and losses on pension assets in
pension expense more rapidly than we would if we used a market-related value for
plan assets. As of December 31, 2002, the Principal Plans had cumulative
unrecognized investment losses and other actuarial losses of approximately
$1.3 billion. These unrecognized net losses may increase our future pension
expense if not offset by (i) actual investment returns that exceed the assumed
investment returns, or (ii) other factors, including reduced pension liabilities
arising from higher discount rates used to calculate our pension obligations, or
(iii) other actuarial gains, including whether such accumulated actuarial losses
at each measurement date exceed the "corridor" determined under SFAS 87,
Employers' Accounting for Pensions.
The discount (or settlement) rate that we utilize for determining the
present value of future pension obligations generally has been based in the U.S.
on the yield reported for the long-term AA-rated corporate bond indexes,
converted to an equivalent one-year compound basis. From time-to-time, and most
recently at December 31, 2002, we validated this practice by assembling a
hypothetical portfolio of high-quality debt securities where the portfolio cash
flows correspond to expected future benefit payments. We use similar techniques
for establishing the discount rates for our non-U.S. Principal Plans. The
weighted-average discount rate for the Principal Plans decreased to 6.68 percent
at December 31, 2002 from 7.07 percent at December 31, 2001.
We estimate that our consolidated pension expense will approximate
$170 million annually over the next several years. This estimate reflects the
effect of the actuarial losses and is based on an expected weighted-average
long-term rate of return on assets in the Principal Plans of 8.50 percent, a
weighted-
<PAGE>
average discount rate of 6.68 percent and various other assumptions. Future
actual pension expense will depend on future investment performance, the
Corporation's contributions to the pension trusts, changes in discount rates and
various other factors related to the covered employees in the plans.
If the expected long-term rate of return on assets for our Principal Plans
was lowered by 0.25 percent, our annual pension expense would increase by
approximately $8 million. If the discount rate assumptions for these same plans
were reduced by 0.25 percent, our annual pension expense would increase by
approximately $10 million and our December 31, 2002 minimum pension liability
would increase by about $116 million.
The fair value of the assets in our defined benefit plans decreased from
$3.7 billion at December 31, 2001 to $3.4 billion at December 31, 2002,
primarily due to investment losses and cash pension benefit payments net of our
plan contributions. Recent investment performance and lower discount rates have
caused the projected benefit obligations (the "PBO") of the defined benefit
plans to exceed the fair value of plan assets by approximately $1 billion at
December 31, 2002, compared with a shortfall of approximately $.3 billion at
December 31, 2001. These same factors have caused the ABO of our defined benefit
plans to exceed plan assets by about $.7 billion at the end of 2002. At the end
of 2001, the ABO and the fair value of plan assets were essentially even. On a
consolidated basis, we contributed $126.0 million to the defined benefit plans
in 2002 compared with $12.8 million in 2001. We expect our annual contributions
to range from about $75 million to $150 million over the next several years.
The discount rate used for each country's pension obligation is identical
to the discount rate used for that country's other postretirement obligation.
The discount rates displayed for the two types of obligations for the
Corporation's consolidated operations may appear different due to the weighting
used in the calculation of the two weighted-average discount rates.
Other
Among those factors affecting the accruals for promotion and rebate costs are
estimates of the number of consumer coupons that will be redeemed, the level of
support that trade customers have provided to the Corporation and the quantity
of products distributors have sold to specific customers. Generally, the
Corporation bases its estimates on historical patterns of expense, influenced by
judgments about current market conditions. Promotion accruals as of December 31,
2002 and 2001 were $227.7 million and $191.7 million, respectively. The increase
was primarily due to higher promotional activity in 2002 driven by the
competitive environment.
The Corporation retains selected property and casualty risks, primarily
related to workers compensation and certain product liability. Accrued
liabilities for incurred but not reported events related to these retained risks
are calculated based upon loss development factors provided to the Corporation
by its external insurance brokers. The Corporation's total cost for property and
casualty risks has in recent years been relatively stable and this trend is
expected to continue.
As of December 31, 2002, the Corporation has recorded deferred tax assets
related to income tax loss carryforwards and income tax credits totaling
$483.2 million and has established valuation allowances against these deferred
tax assets of $240.6 million, thereby resulting in a net deferred tax asset of
$242.6 million. As of December 31, 2001, the net deferred tax asset was
$190.4 million. These income tax losses and credits are in non-U.S. taxing
jurisdictions and in certain states within the U.S. In determining the valuation
allowances to establish against these deferred tax assets, the Corporation
considers many factors, including the specific taxing jurisdiction, the
carryforward period, income tax strategies and forecasted earnings for the
entities in each jurisdiction. A valuation allowance is recognized if, based on
the weight of available evidence, the Corporation concludes that it is more
likely than not that some portion or all of the deferred tax asset will not be
realized.
<PAGE>
Contingencies and Legal Matters
Litigation
The following is a brief description of certain legal and administrative
proceedings to which the Corporation or its subsidiaries is a party or to which
the Corporation's or its subsidiaries' properties are subject. In management's
opinion, none of the legal and administrative proceedings described below,
individually or in the aggregate, is expected to have a material adverse effect
on the Corporation's business, financial condition or results of operations.
As of December 31, 2002, approximately 165 product liability lawsuits
seeking monetary damages, in most cases of an unspecified amount, are pending in
federal and state courts against Safeskin. Safeskin is typically one of several
defendants who manufacture or sell natural rubber latex gloves. These lawsuits
allege injuries ranging from dermatitis to severe allergic reactions caused by
the residual chemicals or latex proteins in gloves worn by health care workers
and other individuals while performing their duties. Safeskin has referred the
defense of these lawsuits to its insurance carriers and management believes its
insurance coverage is adequate for these types of claims.
Safeskin and certain of its former officers and directors are defendants in
two cases filed in 1999, prior to the acquisition of Safeskin by the
Corporation. One case is a class action lawsuit alleging violations of the
federal securities laws and the other is a shareholder derivative action
alleging breach of fiduciary duty, waste of corporate assets and gross
negligence in connection with a stock repurchase program undertaken by Safeskin.
In December 2002, a settlement agreement was entered into pursuant to which all
claims against Safeskin and the other defendants in these two cases are to be
released and dismissed with prejudice and without admission of liability or
wrongdoing by any party in exchange for $55 million, most of which is covered by
insurance. The Corporation recorded a charge of $21 million in the fourth
quarter of 2002 related to this matter. The settlement is subject to notice to
the class and approval by the U.S. District Court for the Southern District of
California. Court approval is expected in March 2003.
As of December 31, 2002, the Corporation, along with many other
nonaffiliated companies, was a party to lawsuits with allegations of personal
injury resulting from asbestos exposure on the defendants' premises and
allegations that the defendants manufactured, sold, distributed or installed
products which cause asbestos-related lung disease. These general allegations
are often made against the Corporation without any apparent evidence or
identification of a specific product or premises of the Corporation. The
Corporation has denied the allegations and raised numerous defenses in all of
these asbestos cases. All asbestos claims have been tendered to the
Corporation's insurance carriers for defense and indemnity. The financial
statements reflect appropriate accruals for the Corporation's portion of the
costs estimated to be incurred in connection with settling these claims.
Contingency
One of the Corporation's North American tissue mills has an agreement to provide
its local utility company a specified amount of electric power per year for the
next 16 years. In the event that the mill was shut down, the Corporation would
be required to continue to operate the power generation facility on behalf of
its owner, the local utility company. The net present value of the cost to
fulfill this agreement as of December 31, 2002 is estimated to be approximately
$87 million. However, management considers the probability of closure of this
mill to be remote.
Environmental Matters
The Corporation has been named a potentially responsible party under the
provisions of the federal Comprehensive Environmental Response, Compensation and
Liability Act, or analogous state statutes, at a number of waste disposal sites,
none of which, individually or in the aggregate, in management's
<PAGE>
opinion, is likely to have a material adverse effect on the Corporation's
business, financial condition or results of operations.
Accounting Standards Changes and New Pronouncements
During 2001, the EITF issued EITF 01-9, Accounting for Consideration Given by a
Vendor to a Customer or a Reseller of the Vendor's Products. Under EITF 01-9,
the cost of promotion activities offered to customers is classified as a
reduction in sales revenue. In addition, the estimated redemption value of
consumer coupons is required to be recorded at the time the coupons are issued
and classified as a reduction in sales revenue. The Corporation adopted
EITF 01-9 effective January 1, 2002, and reclassified the face value of coupons
and other applicable promotional activities from expense to a reduction in
revenue, which reduced net sales by $1.2 billion and $1.1 billion for 2001 and
2000, respectively. The adoption of EITF 01-9 did not change reported earnings
for 2001 and 2000 but did require the recording of a cumulative effect of a
change in accounting principle in 2002, equal to an after tax charge of
approximately $.02 per share, which resulted from a change in the period for
recognizing the face value of coupons.
On January 1, 2002, the Corporation adopted SFAS 142. Under this standard,
goodwill and intangible assets having indefinite lives are no longer amortized
but are subject to annual impairment tests with any resulting impairment loss
recognized during the period of impairment. Accordingly, the Corporation
discontinued amortization of goodwill and also determined that it has no
identified intangible assets with indefinite useful lives. The Corporation has
completed the required annual testing of goodwill for impairment and has
determined that none of its goodwill is impaired.
On January 1, 2002, the Corporation adopted SFAS 144, Accounting for the
Impairment or Disposal of Long-Lived Assets. SFAS 144 contains accounting and
reporting requirements for the impairment and disposal of long-lived assets and
discontinued operations. Adoption of SFAS 144 had no effect on the Corporation's
financial statements.
SFAS 143, Accounting for Asset Retirement Obligations, was issued in June
2001 and is effective beginning January 1, 2003. SFAS 143 addresses the
accounting and reporting for the retirement of long-lived assets and related
retirement costs. The Corporation does not expect the adoption of SFAS 143 to
have a material effect on its financial statements.
In June 2002, the FASB issued SFAS 146, Accounting for Costs Associated
with Exit or Disposal Activities. SFAS 146 addresses financial accounting and
reporting for costs associated with exit or disposal activities and nullifies
EITF 94-3, Liability Recognition for Certain Employee Termination Benefits and
Other Costs to Exit an Activity (Including Certain Costs Incurred in a
Restructuring). The Corporation will adopt SFAS 146 on January 1, 2003, and does
not expect its adoption to have a material effect on its financial statements.
In December 2002, the FASB issued SFAS 148, Accounting for Stock-Based
Compensation and Disclosure, which amends SFAS 123 and provides alternative
methods of transition for a voluntary change to the fair value-based method of
accounting for stock-based compensation. The Corporation currently plans to
continue to account for stock-based compensation using the intrinsic-value
method permitted by Accounting Principles Board Opinion 25.
In November 2002, the FASB issued Interpretation ("FIN") 45, Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others. FIN 45 requires disclosure of guarantees.
It also requires liability recognition for the fair value of guarantees made
after December 31, 2002. The Corporation will adopt the liability recognition
requirements of FIN 45 effective January 1, 2003 and does not expect such
adoption to have a material effect on its financial statements.
<PAGE>
In January 2003, the FASB issued FIN 46, Consolidation of Variable Interest
Entities, which interprets Accounting Research Bulletin 51, Consolidated
Financial Statements, and requires consolidation of certain entities in which
the primary beneficiary has a controlling financial interest despite not having
voting control of such entities. It is reasonably possible the Corporation will
be required to consolidate the entities described in the Variable Interest
Entities section of this Management's Discussion and Analysis beginning in the
third quarter of 2003. Consolidation of these entities is not expected to have a
material adverse effect on the Corporation's results of operations or financial
position, including its ability to obtain financing, because the debt of these
entities is nonrecourse and the notes receivable are guaranteed.
Outlook
The Corporation expects 2003 to be another challenging year as it faces a
continuing tough competitive environment and an anticipated increase in pension
costs of approximately $145 million. However, the Corporation expects net sales
to rise in the low-to-mid single digits with product innovation across its three
global segments as the key driver of sales growth. The Corporation also has
plans to reduce costs by $175 million to $200 million in 2003. The Corporation
expects cash flow to continue to be strong in 2003 which will allow it to
repurchase approximately 2 percent of its outstanding common stock in 2003,
depending on market conditions. The Corporation anticipates spending
approximately $900 million on capital projects in 2003, with most of the
expenditures earmarked for projects that will deliver growth, cost savings or
product improvements. The Corporation's strong cash flow has given it the
ability to raise its dividend by 13.3 percent for 2003, marking the 31st
consecutive annual increase in its dividend.
Information Concerning Forward-Looking Statements
Certain matters discussed in this report concerning, among other things, the
business outlook, including new product introductions, cost savings and
acquisitions, anticipated financial and operating results, strategies,
contingencies and contemplated transactions of the Corporation, constitute
forward-looking statements and are based upon management's expectations and
beliefs concerning future events impacting the Corporation. There can be no
assurance that these events will occur or that the Corporation's results will be
as estimated.
The assumptions used as a basis for the forward-looking statements include
many estimates that, among other things, depend on the achievement of future
cost savings and projected volume increases. Furthermore, the Corporation has
assumed that it will continue to identify suitable acquisition candidates in
those product markets where it intends to grow by acquisition. In addition, many
factors outside the control of the Corporation, including the prices of the
Corporation's raw materials, potential competitive pressures on selling prices
or advertising and promotion expenses for the Corporation's products, and
fluctuations in foreign currency exchange rates, as well as general economic
conditions in the markets in which the Corporation does business, also could
impact the realization of such estimates.
For a description of these and other factors that could cause the
Corporation's future results to differ materially from those expressed in any
such forward-looking statements, see the section of Part I, Item I of the
Corporation's Annual Report on Form 10-K entitled "Factors That May Affect
Future Results."
<PAGE>
<TABLE>
CONSOLIDATED INCOME STATEMENT
Kimberly-Clark Corporation and Subsidiaries
<CAPTION>
Year Ended December 31
---------------------------------------
(Millions of dollars, except per share amounts) 2002 2001 2000
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Net Sales ................................................................... $13,566.3 $13,287.6 $12,909.5
Cost of products sold .................................................... 8,750.7 8,618.0 8,232.8
--------- --------- ---------
Gross Profit ............................................................... 4,815.6 4,669.6 4,676.7
Marketing, research and general expenses ................................. 2,278.5 2,158.3 2,065.4
Goodwill amortization .................................................... - 89.4 81.7
Other (income) expense, net .............................................. 73.3 83.7 (104.2)
--------- --------- ---------
Operating Profit ........................................................... 2,463.8 2,338.2 2,633.8
Interest income .......................................................... 15.7 17.8 24.0
Interest expense ......................................................... (182.1) (191.6) (221.8)
--------- --------- ---------
Income Before Income Taxes .................................................. 2,297.4 2,164.4 2,436.0
Provision for income taxes ............................................... 666.6 645.7 758.5
--------- --------- ---------
Income Before Equity Interests .............................................. 1,630.8 1,518.7 1,677.5
Share of net income of equity companies .................................. 113.3 154.4 186.4
Minority owners' share of subsidiaries' net income ....................... (58.1) (63.2) (63.3)
--------- --------- ---------
Income Before Cumulative Effect of Accounting Change ........................ 1,686.0 1,609.9 1,800.6
Cumulative effect of accounting change,
net of income taxes .................................................... (11.4) - -
--------- --------- ---------
Net Income................................................................... $ 1,674.6 $ 1,609.9 $ 1,800.6
========= ========= =========
Per Share Basis
Basic
Income before cumulative effect of accounting change ................... $ 3.26 $ 3.04 $ 3.34
========= ========= =========
Net income ............................................................ $ 3.24 $ 3.04 $ 3.34
========= ========= =========
Diluted
Income before cumulative effect of accounting change ................... $ 3.24 $ 3.02 $ 3.31
========= ========= =========
Net income ............................................................. $ 3.22 $ 3.02 $ 3.31
========= ========= =========
</TABLE>
See Notes to Consolidated Financial Statements.
<PAGE>
<TABLE>
CONSOLIDATED BALANCE SHEET
Kimberly-Clark Corporation and Subsidiaries
<CAPTION>
December 31
-------------------------
(Millions of dollars) ASSETS 2002 2001
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Current Assets
Cash and cash equivalents ........................................................... $ 494.5 $ 364.5
Accounts receivable, net ............................................................ 1,952.1 1,672.4
Inventories ......................................................................... 1,430.1 1,494.1
Deferred income taxes ............................................................... 191.3 239.8
Prepaid expenses and other .......................................................... 205.9 142.2
--------- ---------
Total Current Assets ............................................................ 4,273.9 3,913.0
Property
Land................................................................................. 266.0 242.5
Buildings ........................................................................... 2,042.9 1,921.8
Machinery and equipment ............................................................. 10,812.5 10,073.0
Construction in progress ............................................................ 442.6 477.4
--------- ---------
13,564.0 12,714.7
Less accumulated depreciation ....................................................... 5,944.6 5,388.2
--------- ---------
Net Property .................................................................... 7,619.4 7,326.5
Investments in Equity Companies .......................................................... 571.2 705.3
Goodwill ................................................................................. 2,254.9 1,949.2
Other Assets ............................................................................. 866.4 1,113.6
--------- ---------
$15,585.8 $15,007.6
========= =========
</TABLE>
See Notes to Consolidated Financial Statements.
<PAGE>
<TABLE>
<CAPTION>
December 31
------------------------
(Millions of dollars) LIABILITIES AND STOCKHOLDERS' EQUITY 2002 2001
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Current Liabilities
Debt payable within one year .......................................................... $ 1,086.6 $ 1,236.1
Trade accounts payable ................................................................ 844.5 768.9
Other payables ........................................................................ 277.5 335.3
Accrued expenses ...................................................................... 1,271.4 1,225.3
Accrued income taxes .................................................................. 404.3 456.2
Dividends payable ..................................................................... 154.0 146.5
--------- ---------
Total Current Liabilities ........................................................... 4,038.3 4,168.3
Long-Term Debt ........................................................................... 2,844.0 2,424.0
Noncurrent Employee Benefit and Other Obligations ........................................ 1,390.0 916.0
Deferred Income Taxes .................................................................... 854.2 1,004.6
Minority Owners' Interests in Subsidiaries ............................................... 255.5 309.4
Preferred Securities of Subsidiary........................................................ 553.5 538.4
Stockholders' Equity
Preferred stock - no par value - authorized 20.0 million shares,
none issued ......................................................................... - -
Common stock - $1.25 par value - authorized 1.2 billion shares;
issued 568.6 million shares at December 31, 2002 and 2001............................ 710.8 710.8
Additional paid-in capital ............................................................ 419.0 415.6
Common stock held in treasury, at cost - 57.8 million and 47.6 million
shares at December 31, 2002 and 2001 ................................................ (3,350.6) (2,748.2)
Accumulated other comprehensive income (loss) ......................................... (2,157.7) (1,696.2)
Retained earnings ..................................................................... 10,054.0 8,999.5
Unearned compensation on restricted stock.............................................. (25.2) (34.6)
--------- ---------
Total Stockholders' Equity .......................................................... 5,650.3 5,646.9
--------- ---------
$15,585.8 $15,007.6
========= =========
</TABLE>
<PAGE>
<TABLE>
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
Kimberly-Clark Corporation and Subsidiaries
<CAPTION>
Common Stock Unearned Accumulated
Issued Additional Treasury Stock Compensation Other
(Dollars in millions, -------------- Paid-in ----------------- on Restricted Retained Comprehensive Comprehensive
shares in thousands) Shares Amount Capital Shares Amount Stock Earnings Income (Loss) Income
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1999 ..... 568,597 $710.8 $166.4 27,969 $(1,420.4) $(13.5) $ 6,764.6 $(1,114.8)
Net income ....................... - - - - - - 1,800.6 - $1,800.6
Other comprehensive income:
Unrealized translation ........ - - - - - - - (218.8) (218.8)
Minimum pension liability...... - - - - - - - (4.0) (4.0)
--------
Total comprehensive income........ $1,577.8
========
Options exercised and other
awards ......................... - - (63.7) (2,901) 154.0 - - -
Stock option income tax benefits.. - - 25.2 - - - - -
Shares repurchased ............... - - - 21,217 (1,190.7) - - -
Acquisition of Safeskin .......... - - 282.4 (10,695) 464.0 - - -
Net issuance of restricted stock,
less amortization .............. - - 2.0 (357) 19.0 (12.6) - -
Dividends declared ............... - - - - - - (583.2) -
------- ------ ------ ------- --------- ------ --------- ---------
Balance at December 31, 2000 ..... 568,597 710.8 412.3 35,233 (1,974.1) (26.1) 7,982.0 (1,337.6)
Net income ....................... - - - - - - 1,609.9 - $1,609.9
Other comprehensive income:
Unrealized translation ........ - - - - - - - (256.7) (256.7)
Minimum pension liability...... - - - - - - - (102.1) (102.1)
Other ......................... - - - - - - - .2 .2
--------
Total comprehensive income........ $1,251.3
========
Options exercised and other
awards ......................... - - (17.5) (2,433) 119.0 - - -
Stock option income tax benefits.. - - 17.7 - - - - -
Shares repurchased ............... - - - 15,141 (909.7) - - -
Net issuance of restricted stock,
less amortization .............. - - 3.1 (354) 16.6 (8.5) - -
Dividends declared ............... - - - - - - (592.4) -
------- ------ ------ ------- --------- ------ --------- ---------
Balance at December 31, 2001...... 568,597 710.8 415.6 47,587 (2,748.2) (34.6) 8,999.5 (1,696.2)
Net income ....................... - - - - - - 1,674.6 - $1,674.6
Other comprehensive income:
Unrealized translation ........ - - - - - - - 96.4 96.4
Minimum pension liability...... - - - - - - - (555.7) (555.7)
Other ......................... - - - - - - - (2.2) (2.2)
--------
Total comprehensive income........ $1,213.1
========
Options exercised and other
awards ......................... - - (7.7) (1,627) 76.6 - - -
Stock option income tax benefits.. - - 9.9 - - - - -
Shares repurchased ............... - - - 11,980 (683.6) - - -
Net issuance of restricted stock,
less amortization .............. - - 1.2 (98) 4.6 9.4 - -
Dividends declared ............... - - - - - - (620.1) -
------- ------ ------ ------- --------- ------ --------- ---------
Balance at December 31, 2002 ..... 568,597 $710.8 $419.0 57,842 $(3,350.6) $(25.2) $10,054.0 $(2,157.7)
======= ====== ====== ======= ========= ====== ========= =========
</TABLE>
See Notes to Consolidated Financial Statements.
<PAGE>
<TABLE>
CONSOLIDATED CASH FLOW STATEMENT
Kimberly-Clark Corporation and Subsidiaries
<CAPTION>
Year Ended December 31
-------------------------------------
(Millions of dollars) 2002 2001 2000
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Operations
Net income ............................................................... $1,674.6 $1,609.9 $1,800.6
Cumulative effect of accounting change, net of income taxes .............. 11.4 - -
Depreciation ............................................................. 706.6 650.2 591.7
Goodwill amortization .................................................... - 89.4 81.7
Deferred income tax provision ............................................ 197.6 39.7 84.1
Net losses on asset dispositions ......................................... 38.4 102.0 19.3
Equity companies' earnings in excess of dividends paid ................... (8.2) (39.1) (67.0)
Minority owners' share of subsidiaries' net income ....................... 58.1 63.2 63.3
Increase in operating working capital .................................... (197.6) (232.6) (338.3)
Postretirement benefits .................................................. (118.2) (54.7) (121.9)
Other .................................................................... 61.5 25.8 19.7
-------- -------- --------
Cash Provided by Operations ............................................ 2,424.2 2,253.8 2,133.2
-------- -------- --------
Investing
Capital spending ......................................................... (870.7) (1,099.5) (1,170.3)
Acquisitions of businesses, net of cash acquired ......................... (410.8) (135.0) (294.5)
Proceeds from dispositions of property and businesses .................... 6.3 34.4 44.5
Investments in marketable securities ..................................... (9.0) (19.7) -
Proceeds from sales of investments ....................................... 44.9 33.1 53.1
Net increase in time deposits ............................................ (36.8) (21.3) (19.9)
Proceeds from notes receivable ........................................... - - 220.0
Other .................................................................... (18.0) (39.5) (26.3)
-------- -------- --------
Cash Used for Investing ................................................ (1,294.1) (1,247.5) (1,193.4)
-------- -------- --------
Financing
Cash dividends paid ...................................................... (612.7) (590.1) (580.1)
Net (decrease) increase in short-term debt................................ (423.9) 288.4 710.7
Proceeds from issuance of long-term debt ................................. 823.1 76.5 353.7
Repayments of long-term debt ............................................. (154.6) (271.8) (422.9)
Issuance of preferred securities of subsidiary............................ - 516.5 -
Proceeds from exercise of stock options .................................. 68.9 101.5 90.3
Acquisitions of common stock for the treasury ............................ (680.7) (891.5) (1,190.7)
Other .................................................................... (34.9) (33.5) (25.6)
-------- -------- --------
Cash Used for Financing ................................................ (1,014.8) (804.0) (1,064.6)
-------- -------- ---------
Effect of Exchange Rate Changes on Cash and
Cash Equivalents.......................................................... 14.7 (24.5) (11.3)
-------- -------- --------
Increase (Decrease) in Cash and Cash Equivalents ............................ 130.0 177.8 (136.1)
Cash and Cash Equivalents, beginning of year ................................ 364.5 186.7 322.8
-------- -------- --------
Cash and Cash Equivalents, end of year ...................................... $ 494.5 $ 364.5 $ 186.7
======== ======== ========
</TABLE>
See Notes to Consolidated Financial Statements.
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Kimberly-Clark Corporation and Subsidiaries
Note 1. Accounting Policies
Basis of Presentation
The consolidated financial statements include the accounts of Kimberly-Clark
Corporation and all subsidiaries that are more than 50 percent owned and
controlled (the "Corporation"). All significant intercompany transactions and
accounts are eliminated in consolidation. Certain reclassifications have been
made to conform prior year data to the current year presentation.
Use of Estimates
The preparation of financial statements in conformity with U.S. generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities at the
date of the financial statements and the reported amounts of net sales and
expenses during the reporting period. Actual results could differ from these
estimates. Changes in these estimates are recorded when known. Estimates are
used in accounting for, among other things, consumer and trade promotion and
rebate accruals, postretirement and other employee benefits, workers
compensation claims and certain product liability risks, excess and obsolete
inventory, allowances for doubtful accounts, deferred tax assets and
contingencies.
Cash Equivalents
Cash equivalents are short-term investments with an original maturity date of
three months or less.
Inventories and Distribution Costs
Most U.S. inventories are valued at the lower of cost, using the Last-In,
First-Out (LIFO) method for financial reporting purposes, or market. The balance
of the U.S. inventories and inventories of consolidated operations outside the
U.S. are valued at the lower of cost, using either the First-In, First-Out
(FIFO) or weighted-average cost methods, or market. Distribution costs are
classified as cost of products sold.
Available-for-Sale Securities
Available-for-sale securities, consisting of debt securities issued by non-U.S.
governments and unaffiliated corporations with maturity dates of two years or
less, are carried at market value. Securities with original maturity dates of
less than one year are included in prepaid and other assets and were
$10.5 million and $7.5 million at December 31, 2002 and 2001, respectively.
Securities with original maturity dates greater than one year are included in
other assets and were $8.9 million and $12.5 million at December 31, 2002
and 2001, respectively. The securities are held by the Corporation's
consolidated foreign financing subsidiary formed in February 2001 as described
in Note 9. Unrealized holding gains or losses on these securities are recorded
in other comprehensive income until realized. No significant gains or losses
were recognized in income during 2002 or 2001.
Property and Depreciation
For financial reporting purposes, property, plant and equipment are stated at
cost and are depreciated on the straight-line or units-of-production method.
Buildings are depreciated over their estimated useful lives ranging from
7 to 50 years. Machinery and equipment are depreciated over their estimated
<PAGE>
Note 1. (Continued)
useful lives ranging from 2 to 40 years. For income tax purposes, accelerated
methods of depreciation are used. The cost of computer software that is
purchased or developed for internal use is capitalized in accordance with the
capitalization criteria of Statement of Position 98-1, Accounting for the Costs
of Computer Software Developed or Obtained for Internal Use. These costs are
amortized on the straight-line method over the estimated useful life of the
software but not in excess of five years.
Estimated useful lives are periodically reviewed and, when warranted, changes
are made that generally result in an acceleration of depreciation. Long-lived
assets, including computer software, are reviewed for impairment whenever events
or changes in circumstances indicate that their cost may not be recoverable. An
impairment loss would be recognized when estimated undiscounted future cash
flows from the use of the asset and its eventual disposition are less than its
carrying amount. Measurement of an impairment loss would be based on discounted
future cash flows compared to the carrying amount of the assets. When property
is sold or retired, the cost of the property and the related accumulated
depreciation are removed from the balance sheet and any gain or loss on the
transaction is included in income.
The cost of major maintenance performed on manufacturing facilities, composed of
labor, materials and other incremental costs, is charged to operations as
incurred. Start-up costs for new or expanded facilities are expensed as
incurred.
Investments in Equity Companies
Investments in equity companies over which we exercise significant influence and
that, in general, are at least 20 percent owned are stated at cost plus equity
in undistributed net income. These investments are evaluated for impairment in
accordance with the requirements of Accounting Principles Board ("APB") Opinion
18, The Equity Method of Accounting for Investments in Common Stock. Although no
impairment losses on equity company investments have yet been recognized, an
impairment loss would be recorded whenever a decline in value of an equity
investment below its carrying amount is determined to be other than temporary.
In judging "other than temporary", management would consider the length of time
and extent to which the value of the investment has been less than the carrying
amount of the equity company, the near-term and longer-term operating and
financial prospects of the equity company, and management's longer-term intent
of retaining its investment in the equity company.
Revenue Recognition
Sales revenue is recognized at the time of product shipment to unaffiliated
customers. Sales are reported net of allowances for estimated returns, consumer
and trade promotions and freight allowed.
Sales Incentives and Trade Promotion Allowances
During 2001, the Emerging Issues Task Force ("EITF") of the Financial Accounting
Standards Board ("FASB") issued EITF 01-9, Accounting for Consideration Given by
a Vendor to a Customer or a Reseller of the Vendor's Products. Under EITF 01-9,
the cost of promotion activities offered to customers is classified as a
reduction in sales revenue. In addition, the estimated redemption value of
consumer coupons is required to be recorded at the time the coupons are issued
and classified as a reduction in sales revenue. The Corporation adopted
EITF 01-9 effective January 1, 2002, and reclassified the face value of coupons
and other applicable promotional activities from expense to a reduction in
revenue, which reduced net sales by $1.2 billion and $1.1 billion for
2001 and 2000, respectively. The adoption of EITF 01-9 did not change reported
earnings for 2001 and 2000 but did
<PAGE>
Note 1. (Continued)
require the recording of a cumulative effect of a change in accounting principle
in 2002, equal to an after-tax charge of approximately $.02 per share, which
resulted from a change in the period for recognizing the face value of coupons.
Advertising Expense
Advertising costs are expensed in the year the related advertisement is first
presented by the media. For interim reporting purposes, advertising expenses are
charged to operations as a percentage of sales based on estimated sales and
related advertising expense for the full year.
Research Expense
Research and development costs are charged to expense as incurred.
Environmental Expenditures
Environmental expenditures related to current operations that qualify as
property, plant and equipment or which substantially increase the economic value
or extend the useful life of an asset are capitalized, and all other
expenditures are expensed as incurred. Environmental expenditures that relate to
an existing condition caused by past operations are expensed as incurred.
Liabilities are recorded when environmental assessments and/or remedial efforts
are probable and the costs can be reasonably estimated. Generally, the timing of
these accruals coincides with completion of a feasibility study or a commitment
to a formal plan of action.
Stock-Based Employee Compensation
The Corporation's stock-based employee compensation plan is described in Note 7.
The expense recognition and measurement principles of APB 25, Accounting for
Stock Issued to Employees, and related interpretations are followed in
accounting for this plan. No employee compensation for stock options has been
charged to earnings because the exercise prices of all stock options granted
under this plan have been equal to the market value of the Corporation's common
stock at the date of grant. The following presents information about net income
and earnings per share as if the Corporation had applied the fair value expense
recognition requirements of Statement of Financial Accounting Standards ("SFAS")
123, Accounting for Stock-Based Compensation, to all employee stock options
granted under the plan.
<TABLE>
<CAPTION>
Year Ended December 31
--------------------------------------
(Millions of dollars, except per share amounts) 2002 2001 2000
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Net income, as reported ...................................................... $1,674.6 $1,609.9 $1,800.6
Less: Stock-based employee compensation determined under
the fair value requirements of SFAS 123, net of income
tax benefits ......................................................... 70.2 76.1 53.3
-------- -------- --------
Pro forma net income.......................................................... $1,604.4 $1,533.8 $1,747.3
======== ======== ========
Earnings per share
Basic - as reported ..................................................... $ 3.24 $ 3.04 $ 3.34
======== ======== ========
Basic - pro forma ....................................................... $ 3.10 $ 2.90 $ 3.24
======== ======== ========
Diluted - as reported ................................................... $ 3.22 $ 3.02 $ 3.31
======== ======== ========
Diluted - pro forma ..................................................... $ 3.09 $ 2.88 $ 3.21
======== ======== ========
</TABLE>
<PAGE>
Note 1. (Continued)
Pursuant to the requirements of SFAS 123, the weighted-average fair value of the
individual employee stock options granted during 2002, 2001 and 2000 have been
estimated as $16.57, $19.87 and $16.24, respectively, on the date of grant. The
fair values were determined using a Black-Scholes option-pricing model using the
following assumptions:
<TABLE>
<CAPTION>
2002 2001 2000
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Dividend yield ............................................................. 1.97% 1.61% 2.04%
Volatility ................................................................. 26.91% 25.86% 26.20%
Risk-free interest rate .................................................... 4.30% 4.70% 6.50%
Expected life .............................................................. 5.8 years 5.8 years 5.8 years
</TABLE>
Accounting Standards Changes and New Pronouncements
On January 1, 2002, the Corporation adopted SFAS 142, Goodwill and Other
Intangible Assets. Under this standard, goodwill and intangible assets having
indefinite lives are no longer amortized but are subject to annual impairment
tests with any resulting impairment loss recognized during the period of
impairment. Accordingly, the Corporation discontinued amortization of goodwill
and also determined that it has no identified intangible assets with indefinite
useful lives. The Corporation has completed the required annual testing of
goodwill for impairment and has determined that none of its goodwill is
impaired.
On January 1, 2002, the Corporation adopted SFAS 144, Accounting for the
Impairment or Disposal of Long-Lived Assets. SFAS 144 contains accounting and
reporting requirements for the impairment and disposal of long-lived assets and
discontinued operations. Adoption of SFAS 144 had no effect on the Corporation's
financial statements.
SFAS 143, Accounting for Asset Retirement Obligations, was issued in June 2001
and is effective beginning January 1, 2003. SFAS 143 addresses the accounting
and reporting for the retirement of long-lived assets and related retirement
costs. The Corporation does not expect the adoption of SFAS 143 to have a
material effect on its financial statements.
In June 2002, the FASB issued SFAS 146, Accounting for Costs Associated with
Exit or Disposal Activities. SFAS 146 addresses financial accounting and
reporting for costs associated with exit or disposal activities and nullifies
EITF 94-3, Liability Recognition for Certain Employee Termination Benefits and
Other Costs to Exit an Activity (Including Certain Costs Incurred in a
Restructuring). The Corporation will adopt SFAS 146 on January 1, 2003 and does
not expect its adoption to have a material effect on its financial statements.
In December 2002, the FASB issued SFAS 148, Accounting for Stock-Based
Compensation and Disclosure, which amends SFAS 123 and provides alternative
methods of transition for a voluntary change to the fair value-based method of
accounting for stock-based compensation. The Corporation currently plans to
continue to account for stock-based compensation using the intrinsic-value
method permitted by APB 25.
In November 2002, the FASB issued Interpretation ("FIN") 45, Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others. FIN 45 requires disclosure of guarantees.
It also requires liability recognition for the fair value of guarantees made
after December 31, 2002. The Corporation will adopt the liability recognition
requirements of FIN 45 effective January 1, 2003 and does not expect such
adoption to have a material effect on its financial statements.
<PAGE>
Note 1. (Continued)
In January 2003, the FASB issued FIN 46, Consolidation of Variable Interest
Entities, which interprets Accounting Research Bulletin 51, Consolidated
Financial Statements, and requires consolidation of certain entities in which
the primary beneficiary has a controlling financial interest despite not having
voting control of such entities. It is reasonably possible the Corporation will
be required to consolidate the entities described in Note 13 beginning in the
third quarter of 2003. Consolidation of these entities is not expected to have a
material adverse effect on the Corporation's results of operations or financial
position, including its ability to obtain financing, because the debt of these
entities is nonrecourse and the notes receivable are guaranteed.
<PAGE>
Note 2. Income Taxes
<TABLE>
An analysis of the provision for income taxes follows:
<CAPTION>
Year Ended December 31
----------------------------------
(Millions of dollars) 2002 2001 2000
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Current income taxes:
United States ................................................................. $255.4 $363.9 $407.3
State ......................................................................... 19.9 52.5 36.5
Other countries ............................................................... 193.7 189.6 230.6
------ ------ ------
Total ....................................................................... 469.0 606.0 674.4
------ ------ ------
Deferred income taxes:
United States ................................................................. 183.3 115.4 91.3
State ......................................................................... 5.7 (17.9) 14.0
Other countries ............................................................... 8.6 (57.8) (21.2)
------ ------ -----
Total ....................................................................... 197.6 39.7 84.1
------ ------ -----
Total provision for income taxes(a) .............................................. $666.6 $645.7 $758.5
====== ====== ======
<FN>
(a) The 2002 amount excludes income tax benefits of $6.9 million related to the
cumulative effect of an accounting change.
</FN>
</TABLE>
<TABLE>
Income before income taxes is earned in the following tax jurisdictions:
<CAPTION>
Year Ended December 31
------------------------------------
(Millions of dollars) 2002 2001 2000
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
United States ................................................................ $1,758.2 $1,741.8 $1,787.5
Other countries .............................................................. 539.2 422.6 648.5
-------- -------- --------
Total income before income taxes(b) .......................................... $2,297.4 $2,164.4 $2,436.0
======== ======== ========
<FN>
(b) The 2002 amount excludes a charge of $18.3 million related to the cumulative
effect of an accounting change.
</FN>
</TABLE>
<PAGE>
Note 2. (Continued)
<TABLE>
Deferred income tax assets (liabilities) are composed of the following:
<CAPTION>
December 31
---------------------------
(Millions of dollars) 2002 2001
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Net current deferred income tax asset attributable to:
Pension, postretirement and other employee benefits .................................. $ 101.5 $ 112.7
Other accrued expenses................................................................ 90.1 101.2
Inventory............................................................................. (1.8) 18.0
Other ................................................................................ 5.2 8.0
Valuation allowances ................................................................. (3.7) (.1)
--------- ---------
Net current deferred income tax asset ................................................... $ 191.3 $ 239.8
========= =========
Net noncurrent deferred income tax asset attributable to:
Accumulated depreciation ............................................................. $ (59.1) $ (42.7)
Income tax loss carryforwards ........................................................ 388.4 299.9
Other ................................................................................ 40.7 29.6
Valuation allowances ................................................................. (197.6) (125.7)
--------- ---------
Net noncurrent deferred income tax asset included in other assets ..................... $ 172.4 $ 161.1
========= =========
Net noncurrent deferred income tax liability attributable to:
Accumulated depreciation.............................................................. $(1,215.5) $ (995.2)
Pension and other postretirement benefits ............................................ 471.3 207.1
Installment sales .................................................................... (188.1) (254.1)
Foreign tax credits .................................................................. 103.3 51.4
Other ................................................................................ 14.1 37.6
Valuation allowances ................................................................. (39.3) (51.4)
--------- ---------
Net noncurrent deferred income tax liability ............................................ $ (854.2) $(1,004.6)
========= =========
</TABLE>
Valuation allowances increased $63.4 million and $18.4 million in 2002 and
2001, respectively. Valuation allowances at the end of 2002 primarily relate to
the potentially unusable portion of income tax loss carryforwards of
$1,071.2 million in jurisdictions outside the United States. If not
utilized against taxable income, $472.6 million of the loss carryforwards will
expire from 2003 through 2023. The remaining $598.6 million has no expiration
date.
Realization of deferred tax assets is dependent on generating sufficient taxable
income prior to expiration of the loss carryforwards. Although realization is
not assured, management believes it is more likely than not that all of the
deferred tax assets, net of applicable valuation allowances, will be realized.
The amount of the deferred tax assets considered realizable could be reduced or
increased if estimates of future taxable income change during the carryforward
period.
<PAGE>
Note 2. (Continued)
Presented below is a reconciliation of the income tax provision computed at the
U.S. federal statutory tax rate to the provision for income taxes.
<TABLE>
<CAPTION>
Year Ended December 31
--------------------------------------------------------------------
2002 2001 2000
--------------------- ------------------------ ---------------------
(Millions of dollars) Amount Percent Amount Percent Amount Percent
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Income before income taxes ..................... $2,297.4 $2,164.4 $2,436.0
======== ======== ========
Tax at U.S. statutory rate ..................... $ 804.1 35.0% $ 757.5 35.0% $ 852.6 35.0%
State income taxes, net of federal
tax benefit ................................. 16.6 .7 22.5 1.0 32.8 1.3
Net operating losses realized .................. (14.8) (.6) (29.7) (1.4) (70.1) (2.9)
Other - net .................................... (139.3) (6.1) (104.6) (4.8) (56.8) (2.3)
-------- ---- -------- ---- -------- ---
Provision for income taxes ..................... $ 666.6 29.0% $ 645.7 29.8% $ 758.5 31.1%
======== ==== ======== ==== ======== ====
</TABLE>
At December 31, 2002, income taxes have not been provided on approximately
$3.4 billion of unremitted earnings of subsidiaries operating outside the U.S.
These earnings, which are considered to be invested indefinitely, would become
subject to income tax if they were remitted as dividends, were lent to the
Corporation or a U.S. affiliate, or if the Corporation were to sell its stock in
the subsidiaries. Determination of the amount of unrecognized deferred
U.S. income tax liability on these unremitted earnings is not practicable.
<PAGE>
Note 3. Postretirement and Other Benefits
Pension Plans
The Corporation and its subsidiaries in North America and the United Kingdom
have defined benefit and/or defined contribution retirement plans covering
substantially all regular employees. Certain other subsidiaries have defined
benefit pension plans or, in certain countries, termination pay plans covering
substantially all regular employees. The funding policy for the qualified
defined benefit plans in North America and the defined benefit plans in the
United Kingdom is to contribute assets to fully fund the accumulated benefit
obligation ("ABO"). Subject to regulatory and tax deductibility limits, any
funding shortfall will be eliminated over a reasonable number of years.
Nonqualified U.S. plans providing pension benefits in excess of limitations
imposed by the U.S. income tax code are not funded. Funding for the remaining
defined benefit plans outside the U.S. is based on legal requirements, tax
considerations, investment opportunities, and customary business practices in
such countries.
In accordance with SFAS 87, Employers' Accounting for Pensions, the Corporation
was required to record a minimum pension liability for underfunded plans
representing the excess of the unfunded ABO over previously recorded pension
cost liabilities. The minimum pension liability is included in noncurrent
employee benefit and other obligations on the balance sheet. An offsetting
charge is included as an intangible asset to the extent of unrecognized prior
service cost, and the balance is included in accumulated other comprehensive
income. The principal cause of the accrual for additional minimum pension
liability in 2002 was a decline in the value of equity securities held by the
North American and United Kingdom pension trusts and decreases in the discount
rates used to estimate the ABO. The accrual for additional minimum pension
liability in 2001 primarily resulted from the decline in the value of equity
securities held by the United Kingdom pension trusts.
Information about the minimum pension liability follows:
<TABLE>
<CAPTION>
December 31
-----------------------
(Millions of dollars) 2002 2001
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Minimum pension liability ..................................................................... $1,089.4 $181.2
Less intangible asset ......................................................................... 51.9 12.9
-------- ------
Accumulated other comprehensive income ........................................................ $1,037.5 $168.3
======== ======
</TABLE>
Other Postretirement Benefit Plans
Substantially all retired employees of the Corporation and its North American
subsidiaries and certain international employees are covered by health care and
life insurance benefit plans. Certain benefits are based on years of service and
age at retirement. The plans are principally noncontributory for employees who
retired before 1993 and are contributory for most employees who retire after
1992. Certain U.S. plans limit the Corporation's cost of future annual per
capita retiree medical benefits to no more than 200 percent of the 1992 annual
per capita cost. These plans are expected to reach this limitation during 2003.
Certain other U.S. plans limit the Corporation's future cost for retiree
benefits to a defined fixed annual per capita medical cost. The health care cost
trend rate for all other plans, which comprise about 22 percent of the health
care obligation as of December 31, 2002, is assumed to be 9.03 percent in 2003,
8.14 percent in 2004 and to decrease to 5.36 percent in 2010 and thereafter. The
consolidated weighted-average health care trend rate for 2003 is expected to be
9.22 percent.
<PAGE>
Note 3. (Continued)
Summarized financial information about postretirement plans, excluding defined
contribution retirement plans, is presented below.
<TABLE>
<CAPTION>
Pension Benefits Other Benefits
---------------------- ----------------------
Year Ended December 31
----------------------------------------------------
(Millions of dollars) 2002 2001 2002 2001
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Change in Benefit Obligation
Benefit obligation at beginning of year ........................ $4,014.6 $3,847.1 $ 696.5 $ 661.9
Service cost ................................................... 69.7 65.4 13.0 12.0
Interest cost .................................................. 275.1 266.8 50.5 48.2
Participants' contributions .................................... 7.1 7.4 5.9 5.3
Actuarial loss ................................................. 203.3 86.6 57.8 41.8
Acquisitions ................................................... - 37.3 - -
Curtailments ................................................... (1.2) (1.4) - -
Special termination benefits ................................... 3.7 9.0 - -
Currency exchange rate effects ................................. 95.1 (37.4) .3 (1.8)
Benefit payments from plans .................................... (262.7) (256.6) - -
Direct benefit payments ........................................ (12.2) (9.6) (72.6) (70.9)
-------- -------- ------- -------
Benefit obligation at end of year .............................. 4,392.5 4,014.6 751.4 696.5
-------- -------- ------- -------
Change in Plan Assets
Fair value of plan assets at beginning of year ................. 3,721.5 4,086.5 - -
Actual loss on plan assets ..................................... (250.5) (130.0) - -
Acquisitions ................................................... - 36.0 - -
Employer contributions ......................................... 126.0 12.8 66.7 65.6
Participants' contributions .................................... 7.1 7.4 5.9 5.3
Currency exchange rate effects ................................. 65.2 (34.6) - -
Benefit payments ............................................... (262.7) (256.6) (72.6) (70.9)
-------- -------- ------- -------
Fair value of plan assets at end of year ....................... 3,406.6 3,721.5 - -
-------- -------- ------- -------
Funded Status
Benefit obligation in excess of plan assets .................... (985.9) (293.1) (751.4) (696.5)
Unrecognized net actuarial loss (gain) ......................... 1,347.3 544.5 59.8 (.6)
Unrecognized transition amount ................................. 1.0 (1.0) - -
Unrecognized prior service cost ................................ 46.9 53.8 (9.1) (11.3)
-------- -------- ------- -------
Net amount recognized .......................................... $ 409.3 $ 304.2 $(700.7) $(708.4)
======== ======== ======= =======
Amounts Recognized in the Balance Sheet
Prepaid benefit cost ........................................... $ 4.3 $ 309.4 $ - $ -
Accrued benefit cost ........................................... (684.4) (186.4) (700.7) (708.4)
Intangible asset ............................................... 51.9 12.9 - -
Accumulated other comprehensive income ......................... 1,037.5 168.3 - -
-------- ------- ------ -------
Net amount recognized .......................................... $ 409.3 $ 304.2 $(700.7) $(708.4)
======== ======== ======= =======
</TABLE>
The above pension benefits information has been presented on an aggregated basis
whereby benefit obligation and plan asset information for plans in which plan
assets exceed ABO have been combined with plans where the ABO exceeds plan
assets.
<PAGE>
Note 3. (Continued)
Summary disaggregated information about these pension plans follows:
<TABLE>
<CAPTION>
Assets Exceed ABO Exceeds
ABO Assets
-------------------- ----------------------
December 31
------------------------------------------------
(Millions of dollars) 2002 2001 2002 2001
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Projected benefit obligation ......................................... $38.9 $3,173.0 $4,353.6 $841.6
ABO .................................................................. 29.7 2,906.3 4,054.3 790.6
Fair value of plan assets ............................................ 32.9 3,114.2 3,373.7 607.3
</TABLE>
<TABLE>
<CAPTION>
Pension Benefits Other Benefits
----------------- --------------------
December 31
---------------------------------------------
2002 2001 2002 2001
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Weighted Average Assumptions
Discount rate .................................................... 6.62% 6.98% 6.76% 7.24%
Long-term expected return on plan assets ......................... 8.42% 9.19% - -
Rate of compensation increase .................................... 3.56% 3.90% - -
Health care cost trend rate ...................................... - - 9.22% 10.03%
</TABLE>
<TABLE>
<CAPTION>
Pension Benefits Other Benefits
-------------------------------- --------------------------------
Year Ended December 31
------------------------------------------------------------------------
(Millions of dollars) 2002 2001 2000 2002 2001 2000
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Components of Net Periodic
Benefit Cost
Service cost ............................. $ 69.7 $ 65.4 $ 63.4 $13.0 $12.0 $10.9
Interest cost ............................ 275.1 266.8 263.6 50.5 48.2 48.3
Expected return on plan assets(a) ........ (335.6) (368.1) (397.6) - - -
Amortization of prior service cost ....... 7.8 8.6 9.1 (2.1) (2.1) (2.1)
Amortization of transition amount ........ (2.0) (4.4) (4.4) - - -
Recognized net actuarial loss
(gain) ................................. 14.5 4.5 (20.2) (2.7) (3.8) (4.3)
Curtailments ............................. (1.2) (1.4) - - - -
Other .................................... 3.7 9.0 1.0 - (.1) -
-------- ------- ------- ----- ----- -----
Net periodic benefit cost (credit) ....... $ 32.0 $ (19.6) $ (85.1) $58.7 $54.2 $52.8
======== ======= ======= ===== ===== =====
<FN>
(a) The expected return on plan assets is determined by multiplying the
fair value of the plan assets at the prior year-end (adjusted for
estimated current year cash benefit payments and contributions) by the
long-term expected rate of return.
</FN>
</TABLE>
Assumed health care cost trend rates affect the amounts reported for
postretirement health care benefit plans. A one-percentage-point change in
assumed health care trend rates would have the following effects:
<TABLE>
<CAPTION>
One-Percentage-Point
-----------------------
(Millions of dollars) Increase Decrease
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Effect on total of service and interest cost components ..................................... $ 3.5 $ 2.7
Effect on postretirement benefit obligation ................................................. 36.6 29.1
</TABLE>
<PAGE>
Note 3. (Continued)
Defined Contribution Retirement Plans
The Corporation's contributions to the defined contribution retirement plans are
primarily based on the age and compensation of covered employees. The
Corporation's contributions, all of which were charged to expense, were
$42.2 million, $37.3 million and $29.8 million in 2002, 2001 and 2000,
respectively.
Investment Plans
Voluntary contribution investment plans are provided to substantially all North
American employees. Under the plans, the Corporation matches a portion of
employee contributions. Costs charged to expense under the plans were
$29.3 million, $27.5 million and $22.6 million in 2002, 2001 and 2000,
respectively.
<PAGE>
Note 4. Earnings Per Share
A reconciliation of the average number of common shares outstanding used in the
basic and diluted EPS computations follows:
<TABLE>
<CAPTION>
Average Common Shares Outstanding
----------------------------------------
(Millions) 2002 2001 2000
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Basic ....................................................................... 517.2 529.6 539.5
Dilutive effect of stock options ......................................... 2.5 3.4 3.9
Dilutive effect of deferred compensation plan shares ..................... .3 .2 .1
Dilutive effect of shares issued for participation share awards .......... - - .3
----- ----- -----
Diluted ..................................................................... 520.0 533.2 543.8
===== ===== =====
</TABLE>
Options outstanding that were not included in the computation of diluted EPS
because their exercise price was greater than the average market price of the
common shares are summarized below:
<TABLE>
<CAPTION>
Description 2002 2001 2000
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Average number of share equivalents (millions) ............................. 10.7 5.1 .5
Weighted-average exercise price(a) ......................................... $65.89 $71.36 $157.27
Expiration date of options ................................................. 2006 2006 2001
to 2012 to 2011 to 2010
Options outstanding at year-end ............................................ 11.4 5.8 .5
<FN>
(a) The weighted-average exercise price in 2000 represents converted options
from the Safeskin Corporation acquisition.
</FN>
</TABLE>
The number of common shares outstanding as of December 31, 2002, 2001 and 2000
was 510.8 million, 521.0 million and 533.4 million, respectively.
<PAGE>
Note 5. Debt
Long-term debt is composed of the following:
<TABLE>
<CAPTION>
Weighted-
Average December 31
Interest -----------------------
(Millions of dollars) Rate Maturities 2002 2001
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Commercial paper to be refinanced ................................ $ - $ 400.0
Notes and debentures ............................................. 6.30% 2003 - 2030 2,088.4 1,469.8
Industrial development revenue bonds ............................. 5.27% 2004 - 2037 577.1 413.4
Bank loans and other financings in various
currencies .................................................. 6.69% 2003 - 2025 202.8 278.5
-------- --------
Total long-term debt ............................................. 2,868.3 2,561.7
Less current portion ............................................. 24.3 137.7
-------- --------
Long-term portion ................................................ $2,844.0 $2,424.0
======== ========
</TABLE>
In February 2002, the Corporation issued $400 million of 5 5/8% Notes due
February 15, 2012 and used the proceeds to retire commercial paper. At December
31, 2001, the Corporation classified the $400 million of commercial paper to be
refinanced as long-term debt.
In March 2002, the Corporation issued $400 million of 4 1/2% Notes due
July 30, 2005 and used the proceeds to retire commercial paper. In connection
with the borrowing, the Corporation entered into an interest rate swap agreement
maturing on July 30, 2005 with a counterparty under which the difference between
the fixed- and floating-rate interest amounts calculated on a $400 million
notional amount is exchanged on a quarterly basis. The floating rate is 3-month
LIBOR minus 29.5 basis points. The swap agreement permits the Corporation to
maintain its desired ratio of fixed- and floating-rate borrowings.
Fair value of total long-term debt was $3,080.9 million and $2,639.5 million at
December 31, 2002 and 2001, respectively. Scheduled maturities of long-term debt
for the next five years are $24.3 million in 2003, $125.1 million in 2004,
$540.5 million in 2005, $14.9 million in 2006 and $325.1 million in 2007.
At December 31, 2002, the Corporation had $1.425 billion of syndicated revolving
credit facilities. These facilities, unused at December 31, 2002, permit
borrowing at competitive interest rates and are available for general corporate
purposes, including backup for commercial paper borrowings. The Corporation pays
commitment fees on the unused portion but may cancel the facilities without
penalty at any time prior to their expiration. Of these facilities,
$712.5 million expire in October 2003 and the balance expires in November 2007.
Debt payable within one year is as follows:
<TABLE>
<CAPTION>
December 31
----------------------
(Millions of dollars) 2002 2001
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Commercial paper .............................................................................. $ 975.0 $ 961.3
Current portion of long-term debt ............................................................. 24.3 137.7
Other short-term debt ......................................................................... 87.3 137.1
-------- --------
Total .................................................................................... $1,086.6 $1,236.1
======== ========
</TABLE>
At December 31, 2002 and 2001, the weighted-average interest rate for commercial
paper was 1.3 percent and 1.9 percent, respectively.
<PAGE>
Note 6. Risk Management
As a multinational enterprise, the Corporation is exposed to changes in foreign
currency exchange rates, interest rates and commodity prices. A variety of
practices are employed to manage these market risks, including operating and
financing activities and, where deemed appropriate, the use of derivative
instruments. Derivative instruments are used only for risk management purposes
and not for speculation or trading. All derivative instruments are either
exchange traded or are entered into with major f