Exhibit 99.1
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
Effective as of the end of the day on October 31, 2014, Kimberly-Clark Corporation (“Kimberly-Clark,” “we” or “our”) completed the distribution to our stockholders of all of the outstanding shares of common stock of Halyard Health, Inc. (“Halyard”), a wholly-owned subsidiary of Kimberly-Clark. Halyard was formed to hold directly or indirectly the assets and liabilities associated with Kimberly-Clark’s health care business and to facilitate the spin-off of such health care business (the “Spin-off”). Halyard’s shares of common stock were distributed to Kimberly-Clark stockholders on the basis of one share of Halyard common stock for every eight shares of Kimberly-Clark common stock held as of the close of business on October 23, 2014, the record date for the distribution.
Following the Spin-off, Kimberly-Clark does not own any shares of Halyard common stock and Kimberly-Clark will no longer consolidate Halyard within its financial results. The following Unaudited Pro Forma Consolidated Financial Statements ofKimberly-Clark reflect the impact of the Spin-off.
In connection with the Spin-off, we have proportionately adjusted the number and exercise prices of options and the number of shares on time-vested restricted share units and performance-based restricted share units granted to our plan participants that are not employees of Halyard or its subsidiaries that were outstanding at the time of the Spin-off to maintain the aggregate intrinsic value of such awards at the date of the Spin-off, pursuant to the terms of these awards.
The Unaudited Pro Forma Consolidated Income Statements for the nine months ended September 30, 2014 and for each of the years ended December 31, 2013, 2012 and 2011 are presented as if the Spin-off occurred on January 1 of each of the periods presented and exclude results from discontinued operations. The Unaudited Pro Forma Consolidated Balance Sheet of Kimberly-Clark as of September 30, 2014 is presented as if the Spin-off of Halyard occurred on September 30, 2014.
The Unaudited Pro Forma Consolidated Financial Statements are presented for illustrative purposes only and are not intended to represent or be indicative of our consolidated results of operations or financial position that would have been reported had the Spin-off been completed as of the dates presented, and should not be taken as representation of our future consolidated results of operations or financial condition. The pro forma adjustments are based upon available information and certain assumptions that management believes are reasonable under the circumstances; however, actual amounts could differ.
The Unaudited Pro Forma Consolidated Financial Statements are based upon, and should be read in conjunction with, our historical Consolidated Financial Statements and related notes included in our Annual Report on Form 10-K for the years ended December 31, 2013, 2012 and 2011 and our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2014.
The Unaudited Pro Forma Consolidated Financial Statements have been prepared to remove Halyard’s assets, liabilities and results of operations, and to reflect the tax-free distribution to our stockholders of 100% of Halyard’s outstanding common stock. In connection with the separation, Halyard funded a cash distribution of $680 million to us equal to the estimated amount of all of Halyard’s available cash on the distribution date in excess of the minimum amount to be retained by Halyard. Such minimum amount was equal to $40 million plus the estimated net amount of certain intercompany assets and liabilities on the distribution date that were retained by us plus approximately $1 million associated with certain retention bonus obligations transferred to Halyard. We expect to use the proceeds of this cash distribution to make open-market repurchases of our shares of common stock. The expected open-market share repurchases are not reflected in these Unaudited Pro Forma Consolidated Financial Statements. A full description of all pro forma adjustments is included herein.
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KIMBERLY-CLARK CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED INCOME STATEMENT
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2014
(Millions, except per share amounts)
| | | | | | | | | | | | |
| | Historical Kimberly-Clark Corporation | | | Pro Forma Adjustments (a) | | | Pro Forma Kimberly-Clark Corporation | |
Net Sales | | $ | 16,063 | | | $ | (1,167 | ) | | $ | 14,896 | |
Cost of products sold | | | 10,528 | | | | (762 | ) | | | 9,766 | |
| | | | | | | | | | | | |
Gross Profit | | | 5,535 | | | | (405 | ) | | | 5,130 | |
Marketing, research and general expenses | | | 3,014 | | | | (276 | ) | | | 2,738 | |
Other (income) and expense, net | | | 27 | | | | 2 | | | | 29 | |
| | | | | | | | | | | | |
Operating Profit | | | 2,494 | | | | (131 | ) | | | 2,363 | |
Interest income | | | 13 | | | | — | | | | 13 | |
Interest expense | | | (214 | ) | | | (1 | ) | | | (215 | ) |
| | | | | | | | | | | | |
Income Before Income Taxes and Equity Interests | | | 2,293 | | | | (132 | ) | | | 2,161 | |
Provision for income taxes | | | (749 | ) | | | 68 | | | | (681 | ) |
| | | | | | | | | | | | |
Income Before Equity Interests | | | 1,544 | | | | (64 | ) | | | 1,480 | |
Share of net income of equity companies | | | 114 | | | | (1 | ) | | | 113 | |
| | | | | | | | | | | | |
Net Income | | | 1,658 | | | | (65 | ) | | | 1,593 | |
Net income attributable to noncontrolling interests | | | (49 | ) | | | — | | | | (49 | ) |
| | | | | | | | | | | | |
Net Income Attributable to Kimberly-Clark Corporation | | $ | 1,609 | | | $ | (65 | ) | | $ | 1,544 | |
| | | | | | | | | | | | |
Per Share Basis | | | | | | | | | | | | |
Net Income Attributable to Kimberly-Clark Corporation | | | | | | | | | | | | |
Basic | | $ | 4.28 | | | | | | | $ | 4.11 | |
| | | | | | | | | | | | |
Diluted | | $ | 4.25 | | | | | | | $ | 4.08 | |
| | | | | | | | | | | | |
Average Common Shares Outstanding | | | | | | | | | | | | |
Basic | | | 376.0 | | | | | | | | 376.0 | |
Diluted | | | 378.8 | | | | | | | | 378.8 | |
See Accompanying Notes to the Unaudited Pro Forma Consolidated Financial Statements.
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KIMBERLY-CLARK CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED DECEMBER 31, 2013
(Millions, except per share amounts)
| | | | | | | | | | | | |
| | Historical Kimberly-Clark Corporation | | | Pro Forma Adjustments (a) | | | Pro Forma Kimberly-Clark Corporation | |
Net Sales | | $ | 21,152 | | | $ | (1,591 | ) | | $ | 19,561 | |
Cost of products sold | | | 13,912 | | | | (960 | ) | | | 12,952 | |
| | | | | | | | | | | | |
Gross Profit | | | 7,240 | | | | (631 | ) | | | 6,609 | |
Marketing, research and general expenses | | | 4,028 | | | | (329 | ) | | | 3,699 | |
Other (income) and expense, net | | | 4 | | | | 3 | | | | 7 | |
| | | | | | | | | | | | |
Operating Profit | | | 3,208 | | | | (305 | ) | | | 2,903 | |
Interest income | | | 20 | | | | — | | | | 20 | |
Interest expense | | | (283 | ) | | | 1 | | | | (282 | ) |
| | | | | | | | | | | | |
Income Before Income Taxes and Equity Interests | | | 2,945 | | | | (304 | ) | | | 2,641 | |
Provision for income taxes | | | (929 | ) | | | 101 | | | | (828 | ) |
| | | | | | | | | | | | |
Income Before Equity Interests | | | 2,016 | | | | (203 | ) | | | 1,813 | |
Share of net income of equity companies | | | 205 | | | | — | | | | 205 | |
| | | | | | | | | | | | |
Net Income | | | 2,221 | | | | (203 | ) | | | 2,018 | |
Net income attributable to noncontrolling interests | | | (79 | ) | | | — | | | | (79 | ) |
| | | | | | | | | | | | |
Net Income Attributable to Kimberly-Clark Corporation | | $ | 2,142 | | | $ | (203 | ) | | $ | 1,939 | |
| | | | | | | | | | | | |
Per Share Basis | | | | | | | | | | | | |
Net Income Attributable to Kimberly-Clark Corporation | | | | | | | | | | | | |
Basic | | $ | 5.58 | | | | | | | $ | 5.05 | |
| | | | | | | | | | | | |
Diluted | | $ | 5.53 | | | | | | | $ | 5.01 | |
| | | | | | | | | | | | |
Average Common Shares Outstanding | | | | | | | | | | | | |
Basic | | | 384.0 | | | | | | | | 384.0 | |
Diluted | | | 387.3 | | | | | | | | 387.3 | |
See Accompanying Notes to the Unaudited Pro Forma Consolidated Financial Statements.
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KIMBERLY-CLARK CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED DECEMBER 31, 2012
(Millions, except per share amounts)
| | | | | | | | | | | | |
| | Historical Kimberly-Clark Corporation | | | Pro Forma Adjustments (a) | | | Pro Forma Kimberly-Clark Corporation | |
Net Sales | | $ | 21,063 | | | $ | (1,596 | ) | | $ | 19,467 | |
Cost of products sold | | | 14,314 | | | | (976 | ) | | | 13,338 | |
| | | | | | | | | | | | |
Gross Profit | | | 6,749 | | | | (620 | ) | | | 6,129 | |
Marketing, research and general expenses | | | 4,069 | | | | (312 | ) | | | 3,757 | |
Other (income) and expense, net | | | (6 | ) | | | 1 | | | | (5 | ) |
| | | | | | | | | | | | |
Operating Profit | | | 2,686 | | | | (309 | ) | | | 2,377 | |
Interest income | | | 18 | | | | — | | | | 18 | |
Interest expense | | | (284 | ) | | | (1 | ) | | | (285 | ) |
| | | | | | | | | | | | |
Income Before Income Taxes and Equity Interests | | | 2,420 | | | | (310 | ) | | | 2,110 | |
Provision for income taxes | | | (768 | ) | | | 108 | | | | (660 | ) |
| | | | | | | | | | | | |
Income Before Equity Interests | | | 1,652 | | | | (202 | ) | | | 1,450 | |
Share of net income of equity companies | | | 176 | | | | 1 | | | | 177 | |
| | | | | | | | | | | | |
Net Income | | | 1,828 | | | | (201 | ) | | | 1,627 | |
Net income attributable to noncontrolling interests | | | (78 | ) | | | — | | | | (78 | ) |
| | | | | | | | | | | | |
Net Income Attributable to Kimberly-Clark Corporation | | $ | 1,750 | | | $ | (201 | ) | | $ | 1,549 | |
| | | | | | | | | | | | |
Per Share Basis | | | | | | | | | | | | |
Net Income Attributable to Kimberly-Clark Corporation | | | | | | | | | | | | |
Basic | | $ | 4.45 | | | | | | | $ | 3.94 | |
| | | | | | | | | | | | |
Diluted | | $ | 4.42 | | | | | | | $ | 3.91 | |
| | | | | | | | | | | | |
Average Common Shares Outstanding | | | | | | | | | | | | |
Basic | | | 393.0 | | | | | | | | 393.0 | |
Diluted | | | 396.1 | | | | | | | | 396.1 | |
See Accompanying Notes to the Unaudited Pro Forma Consolidated Financial Statements.
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KIMBERLY-CLARK CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED DECEMBER 31, 2011
(Millions, except per share amounts)
| | | | | | | | | | | | |
| | Historical Kimberly-Clark Corporation | | | Pro Forma Adjustments (a) | | | Pro Forma Kimberly-Clark Corporation | |
Net Sales | | $ | 20,846 | | | $ | (1,578 | ) | | $ | 19,268 | |
Cost of products sold | | | 14,694 | | | | (965 | ) | | | 13,729 | |
| | | | | | | | | | | | |
Gross Profit | | | 6,152 | | | | (613 | ) | | | 5,539 | |
Marketing, research and general expenses | | | 3,761 | | | | (331 | ) | | | 3,430 | |
Other (income) and expense, net | | | (51 | ) | | | 8 | | | | (43 | ) |
| | | | | | | | | | | | |
Operating Profit | | | 2,442 | | | | (290 | ) | | | 2,152 | |
Interest income | | | 18 | | | | — | | | | 18 | |
Interest expense | | | (277 | ) | | | — | | | | (277 | ) |
| | | | | | | | | | | | |
Income Before Income Taxes and Equity Interests | | | 2,183 | | | | (290 | ) | | | 1,893 | |
Provision for income taxes | | | (660 | ) | | | 101 | | | | (559 | ) |
| | | | | | | | | | | | |
Income Before Equity Interests | | | 1,523 | | | | (189 | ) | | | 1,334 | |
Share of net income of equity companies | | | 161 | | | | — | | | | 161 | |
| | | | | | | | | | | | |
Net Income | | | 1,684 | | | | (189 | ) | | | 1,495 | |
Net income attributable to noncontrolling interests | | | (93 | ) | | | — | | | | (93 | ) |
| | | | | | | | | | | | |
Net Income Attributable to Kimberly-Clark Corporation | | $ | 1,591 | | | $ | (189 | ) | | $ | 1,402 | |
| | | | | | | | | | | | |
Per Share Basis | | | | | | | | | | | | |
Net Income Attributable to Kimberly-Clark Corporation | | | | | | | | | | | | |
Basic | | $ | 4.02 | | | | | | | $ | 3.54 | |
| | | | | | | | | | | | |
Diluted | | $ | 3.99 | | | | | | | $ | 3.52 | |
| | | | | | | | | | | | |
Average Common Shares Outstanding | | | | | | | | | | | | |
Basic | | | 395.7 | | | | | | | | 395.7 | |
Diluted | | | 398.6 | | | | | | | | 398.6 | |
See Accompanying Notes to the Unaudited Pro Forma Consolidated Financial Statements.
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KIMBERLY-CLARK CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
AS OF SEPTEMBER 30, 2014
(Millions)
| | | | | | | | | | | | | | |
| | Historical Kimberly-Clark Corporation | | | Pro Forma Adjustments (b) | | | Notes | | Pro Forma Kimberly-Clark Corporation | |
ASSETS | | | | | | | | | | | | | | |
Current Assets | | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 1,431 | | | $ | 584 | | | (c)(d) | | $ | 2,015 | |
Accounts receivable, net | | | 2,542 | | | | (36 | ) | | (e) | | | 2,506 | |
Inventories | | | 2,281 | | | | (290 | ) | | | | | 1,991 | |
Other current assets | | | 667 | | | | (5 | ) | | | | | 662 | |
| | | | | | | | | | | | | | |
Total Current Assets | | | 6,921 | | | | 253 | | | | | | 7,174 | |
Property, Plant and Equipment, Net | | | 7,692 | | | | (257 | ) | | | | | 7,435 | |
Investments in Equity Companies | | | 335 | | | | — | | | | | | 335 | |
Goodwill | | | 3,129 | | | | (1,429 | ) | | | | | 1,700 | |
Other Intangible Assets | | | 215 | | | | (116 | ) | | | | | 99 | |
Other Assets | | | 584 | | | | (1 | ) | | | | | 583 | |
| | | | | | | | | | | | | | |
TOTAL ASSETS | | $ | 18,876 | | | $ | (1,550 | ) | | | | $ | 17,326 | |
| | | | | | | | | | | | | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | | | | | | | |
Current Liabilities | | | | | | | | | | | | | | |
Debt payable within one year | | $ | 773 | | | | — | | | (c) | | $ | 773 | |
Redeemable preferred securities of subsidiary | | | 506 | | | | — | | | | | | 506 | |
Trade accounts payable | | | 2,597 | | | | 12 | | | (e) | | | 2,609 | |
Accrued expenses | | | 2,071 | | | | (123 | ) | | | | | 1,948 | |
Dividends payable | | | 313 | | | | — | | | | | | 313 | |
| | | | | | | | | | | | | | |
Total Current Liabilities | | | 6,260 | | | | (111 | ) | | | | | 6,149 | |
Long-Term Debt | | | 5,633 | | | | — | | | (c) | | | 5,633 | |
Noncurrent Employee Benefits | | | 1,090 | | | | (3 | ) | | | | | 1,087 | |
Deferred Income Taxes | | | 902 | | | | — | | | | | | 902 | |
Other Liabilities | | | 371 | | | | (1 | ) | | | | | 370 | |
Redeemable Preferred and Common Securities of Subsidiaries | | | 72 | | | | — | | | | | | 72 | |
Stockholders’ Equity | | | | | | | | | | | | | | |
Kimberly-Clark Corporation | | | | | | | | | | | | | | |
Preferred stock—no par value—authorized 20.0 million shares, none issued | | | | | | | | | | | | | | |
Common stock—$1.25 par value—authorized 1.2 billion shares; issued 428.6 million shares at September 30, 2014 | | | 536 | | | | — | | | | | | 536 | |
Additional paid-in capital | | | 624 | | | | — | | | | | | 624 | |
Common stock held in treasury, at cost—56.1 million shares at September 30, 2014 | | | (4,754 | ) | | | — | | | | | | (4,754 | ) |
Retained earnings | | | 10,372 | | | | (1,447 | ) | | (d)(f) | | | 8,925 | |
Accumulated other comprehensive income (loss) | | | (2,513 | ) | | | 12 | | | | | | (2,501 | ) |
| | | | | | | | | | | | | | |
Total Kimberly-Clark Corporation Stockholders’ Equity | | | 4,265 | | | | (1,435 | ) | | | | | 2,830 | |
Noncontrolling Interests | | | 283 | | | | — | | | | | | 283 | |
| | | | | | | | | | | | | | |
Total Stockholders’ Equity | | | 4,548 | | | | (1,435 | ) | | | | | 3,113 | |
| | | | | | | | | | | | | | |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | | $ | 18,876 | | | $ | (1,550 | ) | | | | $ | 17,326 | |
| | | | | | | | | | | | | | |
See Accompanying Notes to the Unaudited Pro Forma Consolidated Financial Statements.
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KIMBERLY-CLARK CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
Pro Forma Adjustments
(a) | The adjustment reflects the elimination of the operations of the health care business as a result of the Spin-off, which includes pre-tax charges of $115 million ($94 million after tax) in 2014 related to the Spin-off. |
(b) | The adjustment reflects the elimination of assets and liabilities attributable to the health care business, with the exception of certain accounts receivable, inventory, accounts payable, accrued liabilities and property, plant and equipment that were retained by us pursuant to the distribution agreement, dated October 31, 2014, between us and Halyard. |
(c) | In connection with the Spin-off, in October 2014, Halyard issued $250 million aggregate principal amount of senior notes and $390 million of debt under a long term loan facility. Halyard retained the debt in the Spin-off. |
(d) | In connection with the Spin-off, Halyard funded a cash distribution of $680 million to us equal to the estimated amount of all of Halyard’s available cash on the distribution date in excess of the minimum amount to be retained by Halyard. Such minimum amount was equal to $40 million plus the estimated net amount of certain intercompany assets and liabilities on the distribution date that were retained by us plus approximately $1 million associated with certain retention bonus obligations transferred to Halyard. We expect to use the proceeds of this cash distribution to make open-market repurchases of our shares of common stock. The expected open-market share repurchases are not reflected in these Unaudited Pro Forma Consolidated Financial Statements. |
(e) | The adjustment reflects the addition of certain accounts receivable and accounts payable that were intercompany accounts that eliminated prior to the Spin-off, but are considered third party accounts that no longer eliminate subsequent to the Spin-off. |
(f) | Adjustment reflects the pro forma recapitalization of our equity. As of the Spin-off date, we distributed the net assets of our net investment in Halyard through the distribution of shares of Halyard common stock. We made a distribution to our shareholders of record on the record date (October 23, 2014) of one share of Halyard common stock for every eight shares of our common stock outstanding on the record date. |
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