Paul Alexander - Vice President, Investor Relations Mark Buthman - Senior Vice President and Chief Financial Officer Tom Falk - Chairman and Chief Executive Officer

Ali Dibadj - Sanford Bernstein Bill Schmitz - Deutsche Bank Gail Glazerman - UBS Wendy Nicholson - Citigroup Chris Ferrara - Wells Fargo Olivia Tong - Bank of America Merrill Lynch Connie Maneaty - BMO Capital Markets Javier Escalante - Consumer Edge Research Chip Dillon - Vertical Research Partners

Thank you and good morning, everyone. Welcome to Kimberly-Clark's first quarter earnings conference call.

Here with me today are Tom Falk, Chairman and CEO; Mark Buthman, Senior VP and CFO; and Mike Azbell, VP and Controller. Here is the agenda for our call this morning.

Mark will begin with a review of our first quarter results and he'll also give an update on the health care spin-off. Tom will then provide his perspectives on our results and the full year outlook.

We'll finish with Q&A. As usual, we have a presentation of today's materials in the Investors section of our website.

As a reminder, we will be making forward-looking statements today. Please see the Risk Factors section of our last Annual Report on Form 10-K for further discussion of forward-looking statements.

We will also be referring to adjusted results and outlook. Both excludes certain items described in this morning's news release.

The release has further information on these adjustments and reconciliations to comparable GAAP financial measures. And now, I'll turn it over to Mark.

Thanks, Paul, and good morning. Let's start with the headlines.

First, we achieved organic sales growth of 4% and delivered $80 million of cost savings in the first quarter. Second, we continue to allocate capital in shareholder-friendly ways.

We're on track with our capital spending plans to grow our business, and we returned three-quarters of $1 billion to shareholders in the first quarter through dividends and share repurchases. And third, we're making good progress with health care spin-off activities.

Now, let's go to the detail of our results. First quarter sales were $5.3 billion.

That's down 1% versus last year. Underlying organic sales rose 4% led by strong growth in K-C International.

Currency rates were a 3-point drag and restructuring activities reduced sales by a further 2%. First quarter adjusted gross margin was 34.7%, up 10 basis points year-on-year.

Adjusted operating profit was even with year ago with an operating margin of 16.2%, that’s up 20 basis points compared to the prior year. Results benefited from organic sales growth, $70 million of FORCE cost savings, and $10 million of additional savings from pulp and tissue restructuring actions.

In addition, total between-the-line spending was down 90 basis points as a percent of sales. That's mostly due to lower G&A spending including incentive compensation.

We absorbed $65 million of cost inflation and significant currency headwinds in the quarter. The total earnings drag from currency, including translation and transaction effects and losses in other income and expense, was approximately $0.15 per share.

And while the adjusted effective tax rate was down slightly compared to last year, that was offset by lower equity income. Putting it all together, first quarter adjusted earnings per share were $1.48.

That's even with our all-time record performance last year. Now turning to cash flow, cash provided by operations in the first quarter was $437 million.

That's down compared to $607 million last year, mostly due to higher pension contributions and working capital. Given our normal pace of cash generation and with most of our pension contributions for the year now behind us, going forward I expect cash provided by operations to pick up significantly from first quarter levels.

As I mentioned at the beginning of my remarks, first quarter dividend payments and share repurchases totaled $750 million. And as you know, on February, we announced our 42nd consecutive annual increase in the dividend.

In terms of share repurchases, we bought back $465 million of KMB stock in the first quarter, and we continue to expect full year buybacks of $1.3 billion to $1.5 billion. Now before we move into our segment results, let me give you a brief update on Venezuela.

We measure our results in Venezuela at the rate at which we transact our business in the country. Since March of last year, that's been at the official exchange rate of VEF6.3 per US dollar.

To date, we've not had access to US dollars through either the complementary currency exchange system known as SICAD or the recently announced SICAD II auction process. At this time, it's not clear if we'll be able to access either of those systems going forward or what amount of currency exchange will transact through those mechanisms in the market as a whole.

So as a result, we continue to measure our operations in Venezuela at a 6.3 rate. Now in terms of bottomline earnings, although it wasn't the case in the first quarter, our full year plan continues to assume that we'll have some year-on-year earnings decline from results in Venezuela as a result of the ongoing uncertainty in that country.

Like all multinationals that do business in Venezuela, we continue to closely monitor the currency market and the overall business environment there. Now I'll highlight a few areas from our segment results for the quarter.

In Personal Care, organic sales rose 7%. Performance was led by K-C International with organic sales up 13%.

First quarter Personal Care operating margins were 19.2%, up 80 basis points year-on-year led by gains in K-C International and Europe. Moving to Consumer Tissue; organic sales were up 3% driven by higher net selling prices and slightly favorable mix.

Consumer Tissue operating margins of 15.2% were healthy, and were up 10 basis points year-on-year. Turning to K-C Professional; organic sales increased 4% with volumes and net selling prices each up 2 points.

Organic sales improved 16% in K-C International, but were off 2% in North America. KCP margins were solid at 17%, although down versus year ago, including the impacts from a slow start to the year on the topline in North America.

Lastly, Health Care organic sales rose 1%, driven by higher volumes in medical devices. Health Care operating margins of 18.1% were up significantly versus soft performance last year.

Although I don't expect full year margins to be at the first quarter levels, I am really encouraged by the team's focus and execution, while we work on preparing for the spin-off. Now, speaking of the health care spin-off, let me give you a little update on our progress.

Detailed Separation planning and preparation to carve-out financial statements are well underway and broadly on track. We'll be seeking Board approval to file the spin Form 10 registration statement with the SEC in early May.

Robert Abernathy who will lead the new company has assembled his senior leadership team, including naming a Chief Operating Officer and his Chief Financial Officer. We're continue to assess the impact of the spin-off on the remainder of Kimberly-Clark's operations, and as you'd expect, that includes analyzing potential actions to streamline our work and mitigate stranded costs.

While this work continues to be in progress, we expect to incur some restructuring charges in order to mitigate our stranded costs. We'll provide more specifics in connection with our second quarter earnings communication in July.

And finally, we expect the spin-off to be completed at the end of the third quarter or potentially in the fourth quarter of 2014. So that wraps up my comments.

To recap, we achieved solid organic sales growth and cost savings. Our capital allocations plans are on track, and we're making good progress toward the spin-off of our health care business.

Now, I'll turn it over to Tom.

Thanks, Mark, and good morning, everyone. I'll show my perspectives on our first quarter results, and then I'll address our full year outlook.

So starting with Q1, overall we had a solid quarter, solid start to the year, particularly given the headwinds we faced and the difficult earnings comparison with Q1 last year being our strongest quarter. Organic sales growth in the quarter was 4%, that’s right in line with our 3% to 5% full year target.

At our targeted growth initiatives, K-C International had another strong quarter with 12% organic sales growth. In diapers, our organic sales increased about 30% in China, 25% in Russia, and 15% in Brazil in the first quarter.

So our Huggies business has good momentum in these three markets and broadly throughout Kimberly-Clark International, and we've got more innovation coming yet this year to help us drive additional growth. We're also doing well in our other Personal Care businesses in K-C International.

That includes feminine care, which our organic sales there grew double-digits. Our adult care business was up high-single digits; and our baby wipes business, which was up mid-single digits.

So, our focus on premium innovation and developing these categories continued to generate great results in these businesses and markets around the world. Elsewhere in K-C International, our KCP organic sales were up in the mid-teens rate, with strong growth in Latin America and solid progress in KCP in Asia.

So on an annual basis now, the K-C Professional portion of our K-C International business is $1 billion for us and with attractive margins. So we're continuing to push hard to take advantage of opportunities where industrialization and economic development are occurring.

So overall, we're executing well on K-C International, and we're very optimistic about our top and bottomline growth prospects in that part of the business. In terms of topline growth in other parts of our business, we're broadly on track except for K-C Professional in North America.

There we're off to a slow start in the year. There were some impacts from the severe weather that we had in the US in January and February and conditions in that business have improved more recently and we're expecting better performance as we roll forward into the year.

On the innovation front, we're off to a good start for the year. In K-C International, we continue to launch innovations across our product lineup.

We got a heavy focus on Huggies diapers and diaper-pants, premium feminine care products and adult care offerings coming to market this year. In North America, we've launched innovations on Huggies diapers, Depend briefs and Viva towels.

We've got more near-term activity happening, including improvements to Huggies diapers and baby wipes, new Poise microliners and upgrades to our U by Kotex product lineup. Our brand positions in North America remain solid overall.

Our first quarter market shares are up even with year-ago levels in six of the eight US consumer categories that we track. In terms of the bottomline, as Mark mentioned, we had headwinds from currency exchange rates and cost inflation.

To offset these challenges, we raised selling prices where we can. We're driving our cost savings programs and we're controlling our overhead spending carefully.

And finally, as Mark already highlighted, we continue to allocate capital in shareholder-friendly ways, and that's a key part of our global business plan. So overall, we're executing well in a challenging environment.

So now as we move to the outlook for 2014, we continue to be optimistic about our prospects to drive profitable and healthy growth, and that means we're focused on delivering solid organic sales growth, increasing our advertising and research and development spending and generating healthy levels of cost savings and cash flow and then allocating that capital that we generate in the business in shareholder-friendly ways. In terms of our financial objectives, we're confirming our previous outlook for 2014 top and bottomline growth.

On the topline, our organic sales growth target remains 3% to 5%. We got solid topline momentum right now and that's driven by our targeted growth initiatives and our innovation and we expect that to continue going forward.

On the bottomline, we continue to expect full year adjusted earnings per share to be in a range of $6 to $6.20. We're closely monitoring the external environment, including currency markets, commodity costs and the overall competitive and economic environment.

As I'm sure most of you know, currency markets in particular have been more volatile since the beginning of the year, most notably in Latin America, Eastern Europe and the Middle East. So going forward, we're planning for currency raise to be broadly similar to spot rates that we've seen in the marketplace recently.

And in terms of input cost inflation, at this point in time, it's more likely that our full year input cost would be in the upper half of our previously estimated range of $150 million to $250 million. And that's mostly due to additional inflation in some international markets, particularly in Latin America.

So regardless of the environment, we're staying focused on our strategies and our plans to improve our business. We're convinced that successful execution of our global business plan will continue to result in strong returns for our shareholders.

So that wraps up our prepared remarks. And now we'll be happy to take your questions.

Hey, just a few questions, some short term, some longer term. More on kind of short and medium term, it looks like your net price of only 1% is lower than currency.

Obviously it's lower than what we'd expect inflation to be globally, and we've seen this for a lot of HPC categories. Can you give us a sense of whether that's just a timing issue or do you believe some of your categories are kind of secularly deflationary here?

And I guess is your pricing any different than your competition, so are you closing or expanding price gaps? And then just that gap in terms of net price versus currency and what do you expect for inflation seems to be pretty big and not closing recently?

Yeah, I guess I’d say Ali, if you look across our segments, I mean the only one that had negative price in the quarter was Health Care, and that's probably one that is a carryover of adjusting some of the exam glove prices related to the fall-off of synthetic nitrile. So as the commodity cost in that particular area has dropped, we've seen more price drop there.

Across the balance, I would say we've done a pretty good job in K-C International of getting price to wherever there's been major currency weakness, particularly in Latin America. In North America, broadly there has been relatively little price.

We've gotten a little bit in tissue through some de-sheeting and you saw that in the quarter. We've got a little bit in diapers.

Again, there we got some of the count reduction. It's just starting to go into effect.

We didn't get much of that in the first quarter, so you'll get a little bit more in the second quarter. And I think broadly, our strategy is to try to line up where we can and be competitive in the marketplace and then win on innovation, and that's a strategy that's worked pretty well for us over the long term.

But it doesn't sound like you see the gap between even just currencies in your overall net price closing any time soon.

Well, if you look at the amount of price that we got, it was roughly equal to the amount of cost inflation that we had in the quarter. I think it was what Paul, $60 million-ish of price and about $65 million of cost inflation.

So if you just looked at those two numbers, obviously currency was a factor as well, and there was a lot of other moving parts, but those two more or less lined up.

So two other kind of broader questions. One is if you just look at your representation online versus offline in both diapers and Consumer Tissue, in North America at least it looks not to be the same between online and offline representation for you guys, and I was just trying to get a sense of how you guys think of that channel, whether you plan to close that gap and what it's going to take to do so, so one is an online question.

And then the other one, I might as well throw it in here is just over the years and decades really, you guys have as a company focused more and more on pruning some pieces of the business, Heath Care most recently, but Western Europe before that, go back to Neenah as far back as you want, I mean just along the timeframe that's been happening, do you see ever a time where you were a separate Personal Care and Consumer Tissue business just given the different trajectory those two businesses are on?

I guess on the first question on the online versus offline in diapers versus tissue, I'd say the Personal Care stuff is probably a little bit more efficient to ship on an online environment. It's not to say that you won't see it in the offline or having tissue move into online as well, but I do think Personal Care, diapers in particular is a bigger item.

And I think many of the online retailers want diapers for a lot of the same reasons that other retailers are focused on that category, because they want to get the young family as a regular customer. So, I remember not that many years ago when Toys"R"Us was our largest diaper customer, because they were trying to capture the young family at that point.

So I guess I would say I don't expect that gap to close. I would expect diapers and Personal Care will probably be bigger online, but we'll see if we're out by everything online, then maybe that gap will eventually close.

On the portfolio shaping question, we've been around for 140 years and our first product was newsprint. And so thankfully, it's people who have been shaping our portfolio for a long, long time.

So at this point, I don't see a path to what you described that you break them apart. There's a lot of efficiency in going to market together.

Tissue is a strong cash generator, but there are some markets in the world where we don't have a big tissue presence. Today, our business in China is predominantly Personal Care, although we've got a rapidly growing KCP business in China, which is again tissue related in many areas.

So again, we think we're doing all the right things to shape the portfolio. We'll continue to challenge and test that, and we're not afraid to make calls that we think are shareholder-friendly over the long term.

Could you just talk about some of the SG&A leverage, kind of why maybe some of the incentive compensation, I don't know if it got reversed or was always based on plan and then what the advertising spending did in the quarter and if the outlook for the year is still to grow it faster than the sales?

Yeah, I think on the incentive comp, last year's first quarter was a little high. And so, it's partly removing the accruals around for the three-year restricted shares, and as you start to have your performance level and plans tick up, so we topped it up a bit last year in the first quarter.

This year, with some of the weakness in currency, it got reduced a little bit. So the net swing was probably a good chunk of the swing on the G&A front, but nothing fundamentally changing on the plans beyond that.

And then on the advertising, we're basically down 10 basis points from last year, but up nicely sequentially. And so, we'd say last year's first quarter was the highest quarter of the year, and so we were well above the other three quarters in the first quarter.

We've also got a little bit more back-end loaded innovation. So we feel pretty good about the level of spend in advertising.

I think research spending was up 10 basis points in the quarter, so we continue to invest in R&D and product development.

So the same, the guidance still prevails for advertising spending and growing faster than sales for the year?

Yeah.

Is it too earlier to ask you questions about the structure of the health care spend? I mean when will we get sort of the sense for how it's going to impact earnings, what kind of leverage are you going to put on the spend, dividend back to you guys to buy back stock?

Is that still premature? Can you guys give us a little bit of a hint?

Yeah, I think it's probably a little early. We'll give you more color on the second quarter.

The Form 10 comes out, you get a good look at the historical financials of the thing. And so you'll have a chance to do that.

And we'll have more detail on what the impact is going to be. Mark mentioned some restructuring activity, what stranded cost that we have that we're going to get rid of.

So we're actively working on all that stuff and we'll have more to talk about that in the second quarter call.

Can you talk a little bit in detail what you're seeing in terms of the dynamics in the tissue market? I guess last quarter, you talked about the GT kind of regaining their strides.

There's maybe a little bit of messiness to some of the private label. So you're any more or less concerned with the capacity that's come on over the last year?

And then looking forward, we've had a couple of announcements of new supply coming on over the next couple of years. Do you think the market will be able to support that?

Yeah, I would say I feel pretty good about the capacity balance in North American tissue. At this point, if I look at the volume weakness that we had in North America in the first quarter, it was more to do with weak cold and flu season and some shortfall in facial tissue.

Our continental business has done a little bit, but we had a very strong first quarter last year because of some of the challenges that GP had had. And so at this point, we feel pretty good about our innovation strategy.

We launched Viva Vantage, which is a new paper towel, and that's off to a good start in the quarter. And so I think we've got a pretty big innovation portfolio.

We're working across all those brands. And I'd expect to continue to drive those businesses.

Growth rates, they're not going to be as high as the adult care business in North America, but we still think there is opportunity for innovation and mix accretion there.

And just kind of taking maybe a bigger macro view, you mentioned some of the weather weakness in K-C Professional, looking through that, how confident are you on the underlying, I guess, in North America and the underlying macro environment and demand environment?

Gail, I hate blaming weather for anything, because you'd like to think that our products are more essential. So I was really picking on our K-C Professional team when they were trying to explain this to me with weather.

People who have didn't come to work, didn't use hand towels. People are more able to get to the welding job site didn't use our safety products.

And so we really lost hours of work in the first quarter. That was a significant hit.

When you talk to our distributor customers, they would say they're seeing in their numbers in the first quarter and most of those guys are not public reporters. So you may be not as able to see it as easily.

And they saw the March volumes picked up and they're feeling like back to more of the underlying rate of growth in the economy. So we'll see.

But we've got a pretty aggressive plan baked in to try and get as much of that back in the last nine months as we can. But some of those hours lost due to weather aren't going to be recovered.

And then just lastly on the European restructuring, when do we comp than most of the change and when would we start to see more of a steady state [ph] comp?

Really I think April was about the end of the sales cut off when we exited most of the markets. So it should be pretty well flushing through the sales decline in the second quarter numbers.

Paul, that makes sense?

Yeah, I think you should expect that the second quarter will look pretty similar to the first quarter. We had about 2 points of lower sales on restructuring activities.

That's likely to be about right in the second quarter and then it should basically go away.

My question had to with the fem care business. The tampon market shares that we're seeing in North America look terrific, but the pad market shares are not as strong.

And I'm just wondering what you think that is? Are you literally searching Kotex consumers from one product to the next, or is it something that you need more innovation or different pricing in the pad market, because shares have been down there fairly steadily for a while?

Yeah, if you look at our fem care share, we have been launching a lot of innovation on tampons and have got some of really unique and terrific products that are out there and doing well in the marketplace. On the pad side, we've probably lost share on our Kotex Natural Balance and have not gained at all back on U by Kotex.

And so we do have some innovation coming on the pad business. And the encourage thing is a lot of that innovation is already launching in other markets outside the US.

And I mentioned in my remarks that we're actually seeing double-digit growth in fem care outside the US, which is well faster than the category growing in those markets. So we're encouraged and we expect to see some better trajectory in the US later this year.

And can you remind which is a stronger gross margin business just in the US specifically, tampons versus pads for you?

Pads is historically a stronger gross margin business for us, but we're also doing some work on our cost structure to get our tampon business more efficient going forward. And so we're hoping to close some of that gap.

And then my second question is just on the international statistics that you give us, China, Russia and Brazil, the volume growth in diapers. They're just so volatile quarter-to-quarter and they're all strong and are all great and sometimes they accelerate and sometimes they decelerate.

But they're just so lumpy. It's hard to tell, oh, gosh, Brazil was like it slowed sequentially a lot despite any easy comp.

Can you explain why those numbers are so lumpy? Is it that your market share slumps around or is it just the supply chain issue, because just month-to-month or quarter-to-quarter, it seems really hard to predict?

Yeah, I would say part of it has to do with cycle of innovation. So if you looked at China, we've been growing at 40 and now I think in the first quarter, we were at 30.

We were at 70-ish cities and now we got 90 by the end of last year. We went from 90 to 95 in the first quarter.

So the rate of new city expansion is probably slowing a little bit, which is why those numbers are coming down. In Russia, we launched a number of diaper pant codes last year in a boy/girl format that's really taking off.

And so that market ramped up from kind of high single-digits to mid-20s. And so that's probably the face of it there.

In Brazil, we also have launched diaper pants and are expanding it into the Northeast part of the country. We've been represented there, but it's really we're putting more feet on the ground and more capability there.

And so each market has got its own story as to what's going on. But mostly, it's broader distribution and timing of when innovation gets launched that can drive it from quarter-to-quarter.

But in each of those markets, you wouldn't say that either the pricing dynamic has changed? I mean we read a lot about lower price competition coming into China, but it seems like your volume growth is still strong in each of those markets broadly speaking.

I mean there's a lot of competition everywhere. So in China in particular, Proctor, Unicharm, Kao are all over the mid and premium tiers.

Hang On is all over the lower part of the marketplace. And so we feel like we have a winning product everyday to be able to compete and are really focused on that.

Brazil, P&G is a big competitor in Brazil and Unicharm is just building a plant to launch there later this year. And so we're really trying to make sure we're driving as much innovation into the market and be prepared for that and have a very strong position in the marketplace before competition comes.

In Russia, we've run into P&G as well as some other local competitors. So yeah, there is no shortage of people that want to launch everyday.

So just back to pricing on FX, just curious do you expect there to be more FX related pricing or you're taking about as much as you're comfortable with give where the stock price are today?

I think that at this point, we feel like we've done a pretty good job of getting price into the marketplace, but there's also been quite a bit of volatility. If FX markets continue to move in particular markets, we won't be shy about taking additional price.

And again, some of it was taken during the quarter, so may not have been fully reflected in the quarter. So you could have some rollout effect later in the year.

But broadly, we've been pretty aggressive about trying to take prices as these exchange markets have moved.

So it sounds like based on, I guess, it seems very recently a little bit more of a recovery in currencies, you've priced all that you've done it based on the recent movement in price, maybe haven't sort of annualized all of that, not annualized, but you haven't seen a lot come through yet. So it's possible next quarter has a little bit better pricing line than this quarter.

Is that basically right?

Yeah, that's probably right.

(inaudible) is calling like basically $80 and $90 per ton pulp decrease, sort of by the middle of '14. It seems like both on eucalyptus and BSK.

Is that in your numbers, because that way you expect to happen as well as that part of your commodity guidance?

So if you look at northern softwood, which we are calling our outlook as around $1,000 a ton give or take. The March price is $1,030.

Eucalyptus, we're calling that for more $800 to $830 and the March price was $870. So on average for the year, we're probably not quite as aggressive.

It depends on when you assume the (inaudible) thing happens. If you average that for the year, we're probably more in line.

And then just one last one on Venezuela. I guess that you haven't had any transactions on SICAD or SICAD II.

But I'm trying to understand the rationale for staying with the less conservative 6.3 rate. Do you guys think that on a sustainable basis, 6.3 is where you will transaction and get the proponents or the majority of whatever cash you are able to get out in the market?

Or do you actually believe that you will at some point see the evaluation, you just don't know what are these yet, so you're not going to take it?

I don't think I can remember in my entire career a situation like this in a significant currency market where you've got a range from 6 at the rate to if you look at SICAD II it's trading at 50. And so I do think that something is going to happen to close that gap at some point, because it's not sustainable to have that kind of a spread in a marketplace.

And so I'm looking at this from two perspectives, what do we need to do operate in Venezuela, so how do we set pricing, how do we import product, how do we pay the bills and manage our exposure level. So that's one set of activities.

Today, we're getting all the funds related to import at least in the first quarter at the (inaudible) rate. And we're not eligible, even applied for the SICAD I rates.

And so as SICAD II just started to trade, very little funds have flowed through that and it's unclear whether anybody has gotten any money out of the country using that mechanism. So we're going to continue to watch this.

I would guess at some point, something is probably going to happen to narrow that gap. And in the meantime, we feel like we've given enough transparency.

We'll also be filing our 10-Q today. It's the first time we filed the Q on the same day of the earnings call with a little bit more disclosure.

So everyone will be able to see what our balance sheet exposure is. We've given enough information about how big it is in the income statements, about investors that want to apply different rate to those have got the ability to do that.

And you're just following up to that? I mean it looks like Procter and Colgate basically generally it seems like for every 1 point of exposure on the topline, it's been like 1 point, bottomline ongoing exposure to the P&L.

So you guys are about 2%. That would sort of make it look like an annualized 2% hit if you were at the 11.8 or whatever it is today.

Does that make sense?

It really depends on pricing. So I mean that's the other dimension here is that the price control of economy.

And so you can make any exchange rate work if you get pricing really. And so it's a question of what way are you going to get funds and each of those individual exchange rates can you price for them in the business where there's enough margin to make sense to operate.

So that's why you come back and say, if we're running all the different scenarios if we could only get money at this rate, what price level we have to achieve to have an operation that makes sense.

First on SG&A, it sounded like in a response to a previous question that a lot of the decline year-over-year for this quarter has to do with timing of when incentive compensation hits the P&L. So first, is the big decline in SG&A margin this quarter just a matter of timing, because it seems like Health Care was clearly a major driver.

It seems like margins for both Personal Care and Consumer Tissue were also up. So maybe you can give a little bit detail on what is sustainably lower in SG&A that's in the card for 2014?

Yeah, it's probably more that last year's first quarter was a little high. If you're going to go look back, it was one kind of a high watermark, I think, in recent quarter as a percent of sales.

And so this quarter is a little bit lower than average. And part of that was related to incentive comp was probably the biggest swing.

And it was more about every quarter we're looking at our three-year forecast. We got the restricted shares that vest on three-year improvement in sales and ROIC and looking at what our plan looks like and making adjustments up or down.

Last year's first quarter was a little higher. Increase in expense this year's first quarter was a small decrease in expense, and that swing drove a good share of the difference.

Do you expect for Q2 through Q4, the rest of the year, still expect SG&A to be down year-over-year?

Yeah, we would say that this year should be flat to down slightly for SG&A is a good planning assumption.

And then on the topline, clearly 4%-plus organic is very solid, but you adjusted the midpoint on your range of 3% to 5% and the organic sales comps do get tougher as the year progresses. You mentioned some innovation.

Can you talk about the cadence of innovation as the year progresses?

Yeah, we've got a pretty full calendar around the world of diaper and fem care, adult incontinence improvements coming to market. So you'll hear more about things happening on that front.

It's probably a little back-end loaded this year relative to maybe where it's been in the past, but still should see a solid progress on that front. And we feel we've got pretty good momentum happening in the business right now.

I was wondering if you'd noticed any change in the rate of sales in Russia and Ukraine. It seems some companies report strong sales in January and February, but decline in March because of the unrest.

So could you just give us some indication of the tempo of your business?

We really didn't see a big impact on the business. Obviously, it's part of the world we're watching very closely and trying to make sure our people were safe and that our supply chains were secure.

And we really didn't have any product supply problems. With some of the currency swing in Russia, we were able to get a little bit of price on Personal Care as it reflected some of the import portion of the materials.

And I think Ukraine is a relatively small business for us, but didn't have any significant disruption there that was obvious in the numbers anyway. So no, it was a pretty solid quarter for that part of the world.

Okay. And that continues into April?

No bad news so far, Connie, anyway.

And as the Q is coming out today, could you just tell us if you quantified the impact of a move to SICAD II and what that is?

We just put the dollar exposure on the balance sheet in the Q and then you can apply whatever rate to it that you'd like.

As a reminder, in 2013, Venezuela was about 2% of our total consolidated sales and about 3% of adjusted operating profit.

I would like to come back to the competition pricing environment. In the US, track data shows share losses related to Procter.

So what happened after you did the change in diaper count. If you were losing share when you had more diapers per pack, do you think that what would be the impact of effectively increasing prices in the US if you're losing share to Procter right now?

And that would be question one. And question two, you referred to Mexico last conference call and the income was down way beyond what the peso would suggest.

So would assume the pricing environment in Mexico continues to be aggressive. So if you can give us an update on Mexico as well.

On the diaper question, in the US, and so basically if you look year-on-year in the quarter, we're probably down a couple of share points on Huggies. Most of that is lost to Luvs.

So Pampers has basically been about flat. And so sequentially our diaper shares are actually up just a tick, but relatively flat in this environment.

And so as we look at the price change roll into the marketplace, we fully realize it on the super-premium part of the lineup that competes most with Pampers and we're only taking a part of the increase on the main line to try to narrow the gap with Luvs, because Luvs did fully participate in the price count change that went into effect in the fourth quarter. So we're hoping we can actually narrow the price gap a bit with Luvs on the main line business and line up on the premium business.

On the Mexico question, K-C Mexico is going to announce earnings later this week. And so I'll let them give you a little bit more color on their call.

I guess I would say broadly economic conditions in Mexico continue to be challenging with less growth overall in the economy than forecasted. And they had a fairly challenging fourth quarter.

And I'd say some of the same challenges that they had in the fourth quarter seem to continue into the first quarter. But the team down there is committed to continue to improve their business and they've got a solid track record and they'll deliver improved results in the back half for the year.

One more thing would be Venezuela situation. It seems like you flag it as a driver of topline growth this quarter.

Could you tell us why was it up? It is like Wendy said it has to do with the volatility of the year ago, if you can tell us what was the organic volume growth or sales growth in Venezuela.

I imagine that you don't have any pricing. And if it is significant, why was it up so much if you can explain that?

It's pretty simple, Javier. If we get letters of credit to bring product and we bring it in and sell it in the marketplace.

If we don't, we don't. And so in the fourth quarter, we got quite a few letters of credit.

We brought the product in, in the first quarter and sold it through in the marketplace. And it was probably more heavily oriented to bath tissue.

And so if you look at our international tissue growth in the Consumer Tissue category, it was probably more driven by Venezuela this quarter than it would have been in the past. If you look at the total K-C International topline, it was probably a couple of points of extra boost to the K-C International topline in the quarter, but that would be more the nature of it.

Would it be kind of a 30%, 40% growth in Venezuela?

I don't have the numbers in front of me. We can give you more detail.

But it's a couple of percent of our sales. And K-C International was 39% of our overall sales.

So you can kind of figure out. You can get close enough to the math, I would guess.

First question is you did call out a pretty significantly sized, I guess, charge tied to Middle East regulation and maybe I missed it. But could you tell us what's going on there and is this truly one-time or is there something going on that could impact how we should look at the business there?

Obviously it's one-time in the sense that we hope that doesn't happen again, but it's also one of the things you're planning around the world that the governments can adopt unusual tax positions that you didn't expect. And I'll have Mark give you a little bit more color.

But essentially, we put capital into a market and the government decided to apply a value-added tax to that capital contribution. We obviously disagreed, but we lost the court case.

So we booked a non-recurring charge.

I know this dances around quite a bit, but anything else you can tell us about the other income expense line. As I look at it sort of the recurring component of that, it was about $18 million.

Was there anything that you would call out that would have explained that being so high this quarter?

Yeah, it was all currency transactional losses and probably heavily oriented to the Ukraine and I think there was the other market, Argentina. So wherever you saw big currency ships and we had a dollar-based payable, you wind up taking a hit on the transactional currency line.

You can't hedge some of these markets effectively. And so that flows through other income and expense.

I know we're going to get more data or detail on the Health Care and I know it was probably down a bit last year, but certainly was a great swing year-over-year. Do you think you'll see year-over-year profits go up every quarter this year?

I know the third quarter is tougher comparison. And I'm not trying to pin you down, but sort of getting an idea of how sustainable this improvement is.

Well, we're off to a good start, no question. They had some one-timers that went against them.

Last year in the first quarter, they probably had a couple of things that broke their way this year's first quarter. So I wouldn't necessary apply this margin rate to the full year.

They're probably a little ahead of expectation. So I think the good news is, is that while we're doing all this work to get ready for the spin, the business is continuing to operate and execute in a very effective level and they had a solid first quarter overall top and bottomline.

And then lastly, I know there is a corporate expense when you strip out the one-time items, was down quite a bit. And I was imagining maybe pension is helping you there.

But should we see that continue to be down year-over-year throughout the year on that line?

It's probably not so much pension helping us, Chip, as the other incentive comp that we talked about earlier that was in there last year and that was high last year and down this year.

And so how should we think about the rest of the year? I guess it's a function of the stock and earnings.

I'd say broadly, it'd probably fall the similar G&A guidance, but it's flat to down slightly.

All right. Thank you, David.

We will wrap up with a comment from Tom.

So once again, solid first quarter, lots of things going on in the business. And we appreciate your support of Kimberly-Clark.

Thanks very much.

Thank you very much.