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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, 1997
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 (ZIP CODE)
executive offices)
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. [X]
As of March 20, 1998, 556,999,429 shares of common stock were
outstanding, and the aggregate market value of the registrant's
common stock held by non-affiliates on such date (based on the
closing stock price on the New York Stock Exchange) was
approximately $27.7 billion.
1
DOCUMENTS INCORPORATED BY REFERENCE
Kimberly-Clark Corporation's 1997 Annual Report to Stockholders
and 1998 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 1997 Annual Report to Stockholders and 1998 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 ITEMS OF THIS FORM 10-K
PORTIONS ARE INCORPORATED IN WHICH INCORPORATED
BY REFERENCE
- - ----------------------------- --------------------------------------
1997 Annual Report to PART I
Stockholders
(Year ended December 31, 1997) ITEM 1. Business
ITEM 3. Legal Proceedings
PART II
ITEM 5. Market for the
Registrant's Common Stock
and Related Stockholder
Matters
ITEM 7. Management's
Discussion and Analysis of
Financial Condition and
Results of Operations
ITEM 8. Financial Statements
and Supplementary Data
PART IV
ITEM 14. Exhibits, Financial
Statement Schedules, and
Reports on Form 8-K
1998 Proxy Statement PART III
ITEM 10. Directors and
Executive Officers of the
Registrant
ITEM 11. Executive
Compensation
ITEM 12. Security Ownership
of Certain Beneficial Owners
and Management
ITEM 13. Certain
Relationships and Related
Transactions
2
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 17 to
the Financial Statements contained in the 1997 Annual Report to
Stockholders, are incorporated in this Item 1 by reference.
RECENT DEVELOPMENTS. Historically, the Corporation has been
engaged in a wide variety of diversified businesses, including
the manufacture and sale of consumer products, paper and forest
products, airline services and various other businesses. In
recent years, the Corporation has been undergoing a transition to
a global consumer products company based on the strategy of
building on its core technologies, well-known trademarks and
consumer product franchises. Those businesses that did not, or
could not, build on these strengths were candidates for
divestiture. Those businesses that fit into the Corporation's
strategy were candidates for further investment and support.
Outside businesses that were perceived as opportunities
consistent with the strategy were candidates for acquisition. As
a result, the Corporation has completed a number of acquisitions
and divestitures, including the following transactions since
December 1995:
o On December 12, 1995, Scott Paper Company ("Scott") became a
wholly-owned subsidiary of Kimberly-Clark upon consummation of
a merger transaction in which each Scott common share
outstanding immediately prior to the effective time of the
merger (other than shares owned by Kimberly-Clark or Scott,
which shares were canceled) was converted into .78 of a share
of common stock of Kimberly-Clark. The transaction was
accounted for as a pooling of interests. On February 14,
1996, Scott changed its name to Kimberly-Clark Tissue Company.
o On June 28, 1996, the Corporation sold the baby and child wipe
businesses previously conducted by Scott, consisting of the
Baby Fresh, Wash a-Bye Baby and Kid Fresh brands and the
Dover, Delaware production facility, to The Procter & Gamble
Company. This divestiture was required by the U.S. Justice
Department as part of the Scott merger.
o On July 31, 1996, the Corporation sold Scott's Fort Edward,
New York tissue mill and licensed the Scotties facial tissue
brand name to Irving Tissue, Inc., a privately-held Canadian
company. This divestiture was required by the U.S. Justice
Department as part of the Scott merger.
o On September 16, 1996, the Corporation sold its tissue mill in
Prudhoe, England and certain consumer tissue businesses in the
United Kingdom and Ireland to Svenska Cellulosa Aktiebolaget
(SCA) of Sweden. This divestiture was required by the
European Commission as part of the Scott merger.
o On November 22, 1996, the Corporation sold its Lakeview tissue
mill in Neenah, Wisconsin to American Tissue Mills of Neenah,
LLC. This divestiture was required by the U.S. Justice
Department as part of the Scott merger.
3
o On March 27, 1997, the Corporation sold its Coosa Pines,
Alabama pulp and newsprint operations, and related woodlands,
to Alliance Forest Products Inc., a publicly-held Canadian
corporation, for approximately $600 million in cash (the
"Coosa Sale").
o On June 6, 1997, the Corporation sold its 50.1 percent
interest in Scott Paper Limited, a publicly-traded Canadian
company to Kruger, Inc., a Canadian paper and forest products
company, for approximately $127 million.
o On December 18, 1997, the Corporation acquired Tecnol Medical
Products, Inc. ("Tecnol"), a leading maker of disposable face
masks and patient care products. The transaction was
accounted for as a purchase and involved the exchange of
approximately 8.7 million shares of Kimberly-Clark common
stock for all outstanding shares of Tecnol common stock.
On February 25, 1997, the Corporation announced its intention to
sell its pulp operations and related woodlands at Terrace Bay,
Ontario; New Glasgow, Nova Scotia; and Miranda, Spain as part of
its plan to reduce its exposure to the cyclical, capital-
intensive pulp business. Although the Corporation had an
agreement to sell its mills and related woodlands at Terrace Bay,
Ontario and New Glasgow, Nova Scotia to Vancouver-based Harmac
Pacific Inc., that sale was not completed, and management is
evaluating its options for these facilities. See "Raw Materials"
and "Factors That May Affect Future Results - Raw Materials."
On November 21, 1997, the Corporation announced a restructuring
plan ("Announced Plan") which includes the sale, closure or
downsizing of 18 manufacturing facilities worldwide and a
workforce reduction of approximately 5,000 employees. In
connection with the Announced Plan, the Corporation recorded a
pretax charge of $701.2 million ("1997 Charge").
On March 12, 1998, the Corporation announced that it anticipates
earnings from operations for the first quarter of 1998 will be in
the range of 54-to-58 cents per share. The Corporation also announced
that it expects earnings from operations to improve over the balance
of the year as savings from the Announced Plan and benefits of
recently implemented price increases for consumer and
away-from-home tissue products in the United States are realized.
As a result, earnings per share from operations during the last nine
months of 1998 should be greater than the same period a year ago.
DESCRIPTION OF THE CORPORATION. The Corporation is principally
engaged in the manufacturing and marketing throughout the world
of a wide range of products for personal, business and industrial
uses. Most of these products are made from natural and synthetic
fibers using advanced technologies in fibers, nonwovens and
absorbency.
For financial reporting purposes, the Corporation's businesses
are separated into three segments: Personal Care Products;
Tissue-Based Products; and Newsprint, Paper and Other.
4
Personal Care Products includes disposable diapers, training and
youth pants, feminine and incontinence care products; wet wipes;
health care products; and related products. Products in this
business segment are for household use and are sold under a
variety of well-known brand names, including Huggies, Pull-Ups,
GoodNites, Kotex, New Freedom, Lightdays, Depend and Poise.
Tissue-Based Products includes tissue and wipers for household
and away-from-home use; pulp; and related products. Products in
this business segment are sold under the Kleenex, Scott, Kleenex
Cottonelle, Kleenex Viva, Kimwipes, Wypall and other brand names.
Products for household use are sold directly and through
wholesalers to supermarkets, mass merchandisers, drugstores,
warehouse clubs, home health care, variety and department stores
and other retail outlets. Health care products are sold to
distributors, converters and end-users. 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.
Newsprint, Paper and Other includes newsprint, printing papers,
premium business and correspondence papers, specialty papers,
technical papers, and related products; and other products and
services. Prior to the Coosa Sale, newsprint and groundwood
printing papers were sold directly to newspaper publishers and
commercial printers. Premium business and correspondence papers
and specialty papers are sold directly to users, converters,
manufacturers, publishers and printers, and through paper
merchants, brokers, sales agents and other resale agencies.
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
"Trademarks" contained in the 1997 Annual Report to Stockholders
and is incorporated herein by reference.
RAW MATERIALS. Cellulose fibers in the form of wood pulp are the
primary raw materials for the Corporation's paper and tissue
products and are important components in disposable diapers,
training pants, feminine pads and incontinence care products.
Large amounts of recovered or recycled paper are also consumed,
primarily in tissue products. Superabsorbent materials are
important components in disposable diapers, training pants and
incontinence care products. Polypropylene and other synthetics
and chemicals are primary raw materials for manufacturing
nonwoven fabrics which are used in disposable diapers, training
pants, feminine pads, incontinence and health care products and
away-from-home wipers. Most recovered paper and all synthetics
are purchased. Wood pulp, deinked pulp (recycled) and nonwood
cellulose fibers are produced by the Corporation and purchased
from others. The Corporation considers the supply of such raw
materials to be adequate to meet the needs of its businesses.
See "Factors That May Affect Future Results - Raw Materials."
5
Production at the Corporation's pulp mills at Mobile, Alabama;
Everett, Washington; Terrace Bay, Ontario; New Glasgow, Nova
Scotia; and Miranda, Spain supplied approximately 70 percent of
the Corporation's 1997 virgin fiber requirements. The
Corporation sold its Coosa Pines, Alabama pulp and newsprint
facility on March 27, 1997. See "Recent Developments."
The Corporation owns or controls 6.4 million acres of forestland
in North America, principally as a fiber source for pulp
production which is consumed internally within the tissue and
personal care businesses. In the United States, approximately .5
million acres are owned in Alabama and Mississippi. In Canada,
1.0 million acres in the province of Nova Scotia are owned by the
Corporation, and 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, health care and household products, and nonwoven
materials. Consolidated research and development expense was
$211.8 million in 1997, $207.9 million in 1996 and
$207.2 million in 1995.
ENVIRONMENTAL MATTERS. Capital expenditures for environmental
controls to meet legal requirements and otherwise relating to the
protection of the environment at the Corporation's facilities in
the United States are expected to be $102.6 million in 1998 and
$167.1 million in 1999. Approximately $87.0 million and
$138.6 million of such expenditures in 1998 and 1999,
respectively, relate to compliance with the U.S. Environmental
Protection Agency's ("EPA") Cluster Rule for kraft and sulfite
pulping operations at the Corporation's Everett, Washington and
Mobile, Alabama pulp mills. The remainder of the forecasted
expenditures, $15.6 million in 1998 and $28.5 million in 1999,
will be applied at various other tissue and paper production
facilities in the United States for other environmental control
system improvements. Cluster Rule capital expenditures for the
year 2000 are estimated at $52.8 million.
Total environmental capital expenditures are not expected to have
a material effect on the Corporation's total capital
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.
6
EMPLOYEES. In its worldwide consolidated operations, the
Corporation had 57,000 employees as of December 31, 1997.
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
the business outlook, anticipated financial and operating
results, strategies, contingencies and contemplated transactions
of the Corporation; the adequacy of the 1997 Charge and the 1995
charge for estimated costs of the Scott merger, for restructuring
the combined operations and for other unusual charges; and the
remaining costs of the Announced Plan 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 following factors, as well as factors described elsewhere in
this Form 10-K, or in other Securities and Exchange Commission
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.
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 both 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 quality and performance, price, marketing and
distribution capabilities. Inherent risks in the Corporation's
competitive strategy include uncertainties concerning trade and
consumer acceptance 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 products and
line extensions as a means of achieving and/or maintaining
category leadership. In order to maintain its competitive
position, the Corporation must develop technological innovation
with respect to its products.
7
COST SAVING STRATEGY. A significant portion of the Corporation's
anticipated cost savings are expected to result from operating
efficiencies, continued synergies attributable to the Scott
merger and the Announced Plan. However, such savings will
require the continued consolidation and integration of
facilities, functions, systems and procedures, all of which
present significant management challenges. There can be no
assurance that such actions will be successfully accomplished as
rapidly as expected or of the extent to which such cost savings
and efficiencies will be achieved.
RAW MATERIALS. The Corporation uses a variety of raw materials
in its manufacturing processes, including wood pulp and deinked
pulp (recycled), polypropylene and other synthetics and
chemicals. Wood based raw materials are subject to significant
price variations due to the cyclical nature of the market. On a
worldwide basis, the Corporation has reduced its internal pulp
supply to approximately 70 percent of its virgin fiber needs and
has announced its intention to further reduce its level of pulp
integration to approximately 30 percent. However, following the
consummation of such strategy, increases in pulp prices could
adversely affect the Corporation's earnings if selling prices are
not adjusted or if such adjustments significantly trail the
increases in pulp prices. If the Corporation is not successful
in reducing its level of pulp integration, its financial results
could be subject to fluctuations in the market price of pulp.
ACQUISITION AND DIVESTITURE STRATEGY. The Corporation's
anticipated financial results and business outlook are dependent
in part upon the consummation of projected divestitures on terms
advantageous to the Corporation and the availability of suitable
acquisition candidates. There can be no assurance that such
divestitures will be consummated, or, if consummated, that the
terms of such divestitures will be advantageous to the
Corporation. In addition, 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. Therefore, there can
be no assurance that such acquisitions will be consummated, or,
if consummated, that the acquired businesses will be successfully
integrated with the Corporation in order to provide anticipated
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) 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 be as estimated.
8
FOREIGN MARKET RISKS. Because the Corporation and its equity
companies have manufacturing facilities in 38 countries and its
products are sold in approximately 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.
Recent economic uncertainty and currency devaluations in
Southeast Asia have and may continue to have an impact on the
Corporation's earnings. Also, the extremely competitive and
challenging economic environments in Mexico and developing
countries in eastern Europe and Latin America may slow the
Corporation's sales growth and earnings potential. In addition,
the Corporation is subject to (i) foreign exchange translation
risk associated with the strengthening or weakening of various
currencies against each other and local currencies versus the
U.S. dollar, and (ii) foreign currency risk arising from
transactions and commitments denominated in non-local currencies.
See "Management's Discussion and Analysis - Market Risk
Sensitivity and Inflation Risks" contained in the 1997 Annual
Report to Stockholders, which is incorporated herein by
reference. Translation exposure for the Corporation's balance
sheet with respect to foreign operations is not hedged. Although
the Corporation uses instruments to hedge its foreign currency
risks (through foreign currency forward, swap and option
contracts), these instruments are used selectively to manage risk
and 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," below.
9
ITEM 2. PROPERTIES
Management believes that the Corporation's production facilities
are suitable for their purpose and adequate to support its busi-
nesses. The extent of utilization of individual facilities
varies, but they operate at or near capacity, except in certain
instances such as when new products or technology are being
introduced. New facilities of the Corporation are under
construction and others 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 CENTER
Knoxville, Tennessee
*Equity company production facility
10
WORLDWIDE PRODUCTION AND SERVICE FACILITIES
UNITED STATES
ALABAMA
Mobile - tissue products and pulp (1)
ARIZONA
Tucson - nonwovens
ARKANSAS
Conway - feminine care, incontinence care, nonwovens
Maumelle - wet wipes, nonwovens
CALIFORNIA
Fullerton - tissue products
CONNECTICUT
New Milford - diapers, tissue products
GEORGIA
LaGrange - nonwovens
KENTUCKY
Owensboro - tissue products
MAINE
Winslow - tissue products (2)(3)
MASSACHUSETTS
Westfield - aircraft maintenance, finishing and refurbishing
MICHIGAN
Munising - technical papers
MISSISSIPPI
Corinth - nonwovens, away-from-home 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, tissue products
TENNESSEE
Loudon - tissue products
TEXAS
Cleburne - away-from-home products
Dallas - aircraft maintenance, finishing and refurbishing
Del Rio - nonwovens
Fort Worth - nonwovens
Italy - away-from-home products
Paris - diapers, training and youth pants
San Antonio - personal cleansing products and systems
UTAH
Ogden - diapers
VERMONT
East Ryegate - technical papers
WASHINGTON
Everett - tissue products, pulp
WISCONSIN
Appleton - aircraft maintenance, finishing and refurbishing
Marinette - tissue products
Neenah - diapers, feminine care, incontinence care, business
and correspondence papers,
industrial wipers, nonwovens
Whiting - business and correspondence papers
*Equity company production facility
11
OUTSIDE THE UNITED STATES
ARGENTINA
* Bernal - tissue products
Cordoba - diapers
Pilar - feminine care, incontinence care
San Luis - diapers
AUSTRALIA
* Albury - nonwovens
* Ingleburn - diapers
* Lonsdale - diapers, incontinence care, feminine care
* Millicent - pulp, tissue products
* Tantanoola - pulp
* Warwick Farm - tissue products
BAHRAIN
* East Riffa - tissue products
BELGIUM
Duffel - tissue products
BRAZIL
Porto Alegre - diapers, feminine care
Suzano - diapers, feminine care
CANADA
Huntsville, Ontario - tissue products, away-from-home wipers
New Glasgow, Nova Scotia - pulp (2)
St. Hyacinthe, Quebec - feminine care, diapers
Terrace Bay, Ontario - pulp (2)
CHINA (4)
Beijing - feminine care, diapers
Changchun - feminine care
Chengdu - feminine care
Guangzhou - tissue products
Handan - feminine care
Harbin - feminine care
Hong Kong - tissue products (5)
Kunming - feminine care
Nanjing - feminine care
Shanghai - tissue products
Shenyang - feminine care
Taiyuan - feminine care
Wuhan - feminine care
COLOMBIA
* Barbosa - away-from-home products, specialty papers,
fine papers, notebooks
* Guarne - tissue products
* Pereira - tissue products, feminine care, incontinence
care, diapers
* Tocancipa - diapers
COSTA RICA
Belen - tissue products
Cartago - diapers
San Jose - tissue products
San Jose - feminine care (2)
CZECH REPUBLIC
Jaromer - diapers, incontinence care
Litovel - feminine care
ECUADOR
Guayaquil - diapers, feminine care
EL SALVADOR
San Salvador - tissue products
Sitio del Nino - tissue products, feminine care
*Equity company production facility
12
FRANCE
Orleans - tissue products (2)
Rouen - tissue products
Villey-Saint-Etienne - tissue products
GERMANY
Flensburg - tissue products
Forchheim - feminine care, incontinence care
Koblenz - tissue products
Reisholz - tissue products
GUATEMALA
Guatemala City - tissue products, feminine care, notebooks
HONDURAS
Cortes - nonwovens
San Pedro Sula - tissue products, feminine care
INDIA
* Pune - feminine care, diapers
Pune - tissue products
INDONESIA
Jogjakarta - tissue products
* Medan - specialty papers
ISRAEL
* Afula - diapers, feminine care, incontinence care
* Hadera - tissue products
ITALY
Alanno - tissue products
Romagnano - tissue products
Villanovetta - tissue products
JAPAN
Shinga - personal cleansing products, soap
KOREA
Anyang - feminine care, diapers, tissue products
Kimcheon - feminine care, tissue products, nonwovens
Taejon - feminine care, diapers
MALAYSIA
Kluang - tissue products
MEXICO
Acuna - nonwovens
* Bajio - tissue products, fine papers
* Cuautitlan - feminine care, diapers, nonwovens
* Ecatepec - tissue products
Empalme - nonwovens
Magdalena - nonwovens
* Morelia - tissue products, pulp
* Naucalpan - tissue products, diapers, feminine care
Nogales - nonwovens
* Orizaba - tissue products, fine papers, pulp
* Ramos Arizpe - tissue products, diapers
* San Juan - tissue products
* San Rafael - tissue products, fine papers
* Tlaxcala - diapers
NETHERLANDS
Gennep - tissue products
PANAMA
Panama City - feminine care, tissue products
PERU
Lima - tissue products, feminine care
PHILIPPINES
San Pedro, Laguna - feminine care, diapers, tissue products,
specialty papers
SAUDI ARABIA
* Al-Khobar - diapers, feminine care, tissue products
SLOVAK REPUBLIC
Piestany - nonwovens
SOUTH AFRICA
Cape Town - tissue products, feminine care, incontinence care
Springs - tissue products, diapers
*Equity company production facility
13
SPAIN
Aranguren - tissue products
Arceniega - tissue products, personal cleansing products and systems
Calatayud - diapers
Canary Islands - tissue products
Miranda del Ebro - pulp (2)
Salamanca - tissue products
TAIWAN
Hsin-Ying - tissue products (6)
Ta-Yuan - tissue products
THAILAND
Pathumthanee - feminine care, diapers, tissue products
Samutprakarn - tissue products
UNITED KINGDOM
Barrow - tissue products
Barton-upon-Humber - diapers
Flint - tissue products, nonwovens
Larkfield - tissue products
Northfleet - tissue products
Sealand - feminine care
VENEZUELA
Guacara - diapers, feminine care
Maracay - tissue products
VIETNAM
Hanoi - feminine care
Ho Chi Minh City - feminine care
- - ---------------------------------------
(1) Portions of the land under this facility are held under
various long-term operating leases, the more significant of
which contain options to purchase the land.
(2) The Corporation has announced its intention to close or sell
this facility.
(3) The fiber recycling facility at this mill is held under an
operating lease expiring in 2008 under which the Corporation
has the option of renewing the lease for terms not exceeding
nine additional years or purchasing the facility for its
then fair market value.
(4) Except as otherwise noted, the land on which these
facilities are located is held under long-term leases.
(5) This facility is held under a short-term renewable lease.
(6) The land and a portion of this facility are subject to a
mortgage.
*Equity company production facility
14
ITEM 3. LEGAL PROCEEDINGS
The following is a brief description of certain legal and
administrative proceedings to which the Corporation or any of its
subsidiaries is a party or of which any of its or their
properties is subject:
Litigation
A. On May 13, 1997, the State of Florida, acting through its
attorney general, filed a complaint in the Gainesville
Division of the United States District Court for the Northern
District of Florida (the "Florida District Court") alleging
that manufacturers of tissue products for away-from-home use,
including the Corporation and Scott, agreed to fix prices by
coordinating price increases for such products. Following
Florida's complaint, approximately 45 class action complaints
have been filed in various federal and state courts around
the United States which contain allegations similar to those
made by the State of Florida in its complaint. The actions
in federal courts have been consolidated for pretrial
proceedings in the Florida District Court. The foregoing
actions seek an unspecified amount of actual and treble
damages.
The Corporation has answered the complaints in these actions
and has denied the allegations contained therein as well as
any liability. Discovery with respect to class certification
and the merits of the claims has commenced. The Corporation
intends to contest these claims vigorously. These actions
are not expected to have a material adverse effect on the
Corporation's business or results of operations.
B. 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 or results of operations.
Environmental Matters
The information set forth under the "Environmental Matters"
section of "Management's Discussion and Analysis" contained in
the 1997 Annual Report to Stockholders is incorporated in this
Item 3 by reference.
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
statute, 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 or results of operations.
Notwithstanding its opinion, management believes it appropriate
to discuss the following matters concerning two of these sites
where the Corporation's estimated share of total site remediation
costs, if any, cannot be established on the basis of currently
available information:
15
A.In 1994, Scott received a notice of responsibility from the
Massachusetts Department of Environmental Protection
regarding the South Hadley Site in South Hadley,
Massachusetts. The notice implicated Scott Graphics, Inc., a
former Scott subsidiary, as having disposed of hazardous
waste at the site. There have been no significant
developments since the date the Corporation received the
notice.
B.In January 1998, the Corporation was notified by the Tennessee
Department of Environment and Conservation of its status as a
potentially liable party at the Bellevue Avenue Landfill in
Shelby County, Tennessee. The Corporation currently lacks adequate
information to make a determination as to the extent of its
liability at the site.
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, 1998, together with certain biographical
information, are as follows:
ROBERT E. ABERNATHY, 43, was elected Group President effective
January 1, 1997. He is responsible for the professional health
care business, nonwovens manufacturing and research, the
technical papers business, K-C Aviation Inc. and the World
Support Group. 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.
JOHN W. DONEHOWER, 51, was elected Senior Vice President and
Chief Financial Officer in 1993. Mr. Donehower joined the
Corporation in 1974. He was appointed Director of Finance -
Europe in 1978, Vice President, Marketing and Sales - Nonwovens
in 1981, Vice President, Specialty Papers in 1982, Managing
Director, Kimberly-Clark Australia Pty. Limited in 1982, and Vice
President, Professional Health Care, Medical and Nonwoven Fabrics
in 1985. He was appointed President, Specialty Products - U.S.
in 1987, and President - World Support Group in 1990. Mr.
Donehower is a director of Eastman Chemical Co.
16
O. GEORGE EVERBACH, 59, 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, 39, was elected Group President - North American
Tissue, Pulp and Paper in January 1996. He is responsible for the
Family Care, Wet Wipes, Away From Home and Neenah Paper Sectors,
Pulp Operations, and the Consumer Business Services, Environment
and Energy and Human Resources organizations. Mr. Falk joined
the Corporation in 1983. His responsibilities have included
internal audit, financial and strategic analysis, and operations
management. Mr. Falk was appointed Vice President - Operations
Analysis and Control in 1990. He was elected Senior Vice
President - Analysis and Administration in 1992, Group President
- - - Infant and Child Care in 1993, Group President - North American
Consumer Products in January 1995, and Group President - North
American Tissue Products in July 1995. Mr. Falk is a member of
the University of Wisconsin - Madison School of Business Dean's
Advisory Board and serves on the Board of Directors of Rubbermaid
Incorporated.
PAUL S. GEISLER, 56, was elected Group President - Asia/Pacific
in April 1996. He was appointed President - Asia in 1994. Mr.
Geisler joined the Corporation in 1982 as Marketing Director -
Facial Tissue and Table Napkins. He was appointed Vice-President
- - - DEPEND(R) Absorbent Products and New Technology Products in
1984, and Vice-President - Home Health Care in 1985. In 1990,
Mr. Geisler was appointed President - U.S. Infant Care Sector,
and in 1992, he was elected Group President - North American
Feminine Care and Adult Care Sectors.
WAYNE R. SANDERS, 50, has served as Chief Executive Officer of
the Corporation since 1991 and Chairman of the Board of the
Corporation since 1992. He previously had been elected President
and Chief Operating Officer in 1990. Employed by the Corporation
in 1975, Mr. Sanders was appointed Vice President of Kimberly-
Clark Canada Inc., a wholly owned subsidiary of the Corporation,
in 1981 and was appointed Director and President in 1984. Mr.
Sanders was elected Senior Vice President of Kimberly-Clark
Corporation in 1985 and was appointed President - Infant Care
Sector in 1987, President - Personal Care Sector in 1988 and
President - World Consumer, Nonwovens and Service and Industrial
Operations in 1990. Mr. Sanders is a director of Adolph Coors
Company, Coors Brewing Company, Texas Instruments Incorporated
and Chase Bank of Texas, National Association. He also is a
member of the Marquette University Board of Trustees and is a
national trustee of the Boys and Girls Clubs of America. He has
been a director of the Corporation since 1989.
17
KATHI P. SEIFERT, 48, was elected Group President - North
American Personal Care Products in July 1995. She is responsible
for the Infant and Child Care and Feminine and Adult Care
Sectors, as well as the U.S. and Canadian Consumer Sales,
Canadian Administrative and Safety and Quality Assurance
organizations. Ms. Seifert joined Kimberly-Clark in 1978. Her
responsibilities in the Corporation have included various
marketing positions within the Away From Home, Consumer Tissue
and Feminine Care Products business sectors. She was appointed
President - Feminine Care Sector in 1991 and was elected Group
President - Feminine and Adult Care in 1994 and Group President -
North American Consumer Products in January 1995. Ms. Seifert is
a member of the Board of Directors of Eli Lilly and Company and
the Aid Association for Lutherans.
JOHN A. VAN STEENBERG, 50, was elected President - European
Consumer and Service & Industrial Operations in January 1994 and
President - European Consumer and Away From Home Operations in
April 1996. He is responsible for the Household Products, Infant
and Child Care, Feminine and Adult Care and Away From Home
Sectors in Europe, as well as the European Consumer Sales and
Distribution organizations, and the Central and Eastern Europe
Consumer and Away From Home businesses. Mr. Van Steenberg joined
the Corporation in 1978. His responsibilities have included
operations and major project management in North America. He was
appointed Managing Director of Kimberly-Clark Australia Pty.
Limited in 1990.
18
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
STOCKHOLDER MATTERS
The dividend and market price data included in Note 16 to the
Consolidated Financial Statements, and the information set forth
under the captions "Dividends and Dividend Reinvestment Plan" and
"Stock Exchanges" contained in the 1997 Annual Report to
Stockholders are incorporated in this Item 5 by reference.
As of March 20,1998, the Corporation had 56,059 stockholders of
record.
ITEM 6. SELECTED FINANCIAL DATA
(Millions of Dollars, Year Ended December 31
----------------------------------------------------------------------------------
except per share amounts) 1997 1996 1995 1994 1993
- - ----------------------------------------------------------------------------------------------------------------------------------
Net Sales................................. $12,546.6 $13,149.1 $13,373.0 $11,627.9 $11,341.1
Restructuring and Other
Unusual Charges (1)..................... 481.1 -- 1,440.0 -- 378.9
Operating Profit (1)...................... 1,303.2 2,053.7 213.0 1,277.1 734.5
Share of Net Income of
Equity Companies (2).................... 157.3 152.4 113.3 110.5 76.1
Income from Continuing
Operations Before
Extraordinary Items (1)(2).............. 884.0 1,403.8 33.2 766.5 287.2
Net Income (1)(2)(3)(4)................... 901.5 1,403.8 33.2 753.8 231.0
Per Share Basis:
Basic Earnings Per Share:
Income from Continuing
Operations Before
Extraordinary Items (1)(2).......... 1.59 2.49 .06 1.38 .52
Net Income (1)(2)(3)(4)............... 1.62 2.49 .06 1.35 .42
Diluted Earnings Per Share:
Income from Continuing
Operations Before
Extraordinary Items (1)(2).......... 1.58 2.48 .06 1.37 .51
Net Income (1)(2)(3)(4)............... 1.61 2.48 .06 1.34 .41
Cash Dividends Declared................... .96 .92 .90 .88 .64
Cash Dividends Paid....................... .95 .92 .90 .88 .85
Total Assets.............................. $11,266.0 $11,845.7 $11,439.2 $12,555.7 $13,210.4
Long-Term Debt............................ 1,803.9 1,738.6 1,984.7 2,085.4 3,403.0
Stockholders' Equity...................... 4,125.3 4,483.1 3,650.4 4,134.9 3,810.7
19
(1) In the fourth quarter of 1997, the Corporation announced a plan
to restructure its worldwide operations ("Announced Plan"), the
total pretax cost of which is approximately $810.0 million. Of
the costs of the Announced Plan, $701.2 million was recorded as a
charge against 1997 pretax income ("1997 Charge") or $503.1
million after income taxes, equity company effects and minority
interests ($.91 per share). The remaining $108.8 million of
costs related to the Announced Plan will be recorded in 1998 when
notification is made to employees whose employment will be
terminated or at the time other costs result in accruable
expenses. Of the 1997 Charge, $220.1 million relates to the
write-down of certain assets and inventories and has been charged
to cost of products sold, and $481.1 million has been recorded as
restructuring and other unusual charges in the income statement.
Results for 1995 include a pretax charge of $1,440.0 million or
$1,070.9 million after income taxes and minority interests ($1.92
per share) for the estimated costs of the merger with Scott Paper
Company ("Scott"), for restructuring the combined operations, and
for other unusual charges. Results for 1993 include a pretax
charge of $378.9 million or $283.2 million after-tax ($.51 per
share) for restructuring and other unusual charges.
(2) Share of net income of equity companies and net income for 1997
includes a net nonoperating gain of $16.3 million, or $.03 per
share, relating to the sale of a portion of the tissue business
of Kimberly-Clark de Mexico, S.A. de C.V. ("KCM"). The sale was
required by the Mexican regulatory authorities following the
merger of KCM and Scott's former Mexican affiliate. Also
included is a nonoperating charge recorded by KCM in 1996 for
restructuring costs related to its merger with Scott's former
Mexican affiliate. The Corporation's share of the after-tax
charge was $5.5 million, or $.01 per share. In 1995, net income
of equity companies and net income includes a nonoperating charge
of $38.5 million ($.07 per share) for foreign currency losses
incurred by the Corporation's Mexican affiliates on the
translation of the net exposure of U.S. dollar-denominated
liabilities into pesos. In 1994, peso losses charged to net
income of equity companies and net income was $39.2 million ($.07
per share). The translation losses are related to the
devaluation of the Mexican peso in December 1994 and subsequent
periods.
(3) Results for 1994 include income of a discontinued operation, net
of taxes, of $48.4 million ($.08 per share) related to S.D.
Warren Company, a former printing and publishing papers
subsidiary, which was sold on December 20, 1994. Results for
1993 include a loss of a discontinued operation, net of taxes, of
$46.6 million ($.09 per share).
(4) In 1997, the Corporation sold its equity interest in SPL, a 50.1
percent-owned Canadian tissue subsidiary, and its Coosa Pines,
Alabama, newsprint and pulp manufacturing mill, together with
related woodlands. Also, the Corporation recorded impairment
losses on the planned sales of a pulp manufacturing mill in
Miranda, Spain; a recycled fiber facility in Oconto Falls,
Wisconsin; and a tissue converting facility in Yucca, Arizona;
and on an integrated pulp making facility in Everett, Washington.
These transactions were aggregated and reported as extraordinary
gains totaling $17.5 million, or $.03 per share. Results for
1994 and 1993 include an extraordinary loss related to the early
extinguishment of debt of $61.1 million ($.11 per share) and $9.6
million ($.01 per share), respectively.
20
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 1997 Annual Report to Stockholders is
incorporated in this Item 7 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 1997 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.
21
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The section of the 1998 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 1998 Proxy Statement captioned
"Executive Compensation" under "Proposal 1. Election of Directors" is
incorporated in this Item 11 by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The information in the section of the 1998 Proxy Statement captioned
"Security Ownership of Management" under "Proposal 1. Election of
Directors" is incorporated in this Item 12 by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information in the section of the 1998 Proxy Statement captioned
"Certain Transactions and Business Relationships" under "Proposal 1.
Election of Directors" is incorporated in this Item 13 by reference.
22
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM
8-K
(A) DOCUMENTS FILED AS PART OF THIS REPORT.
1. Financial statements:
The Consolidated Balance Sheet as of December 31, 1997 and 1996, and
the related Consolidated Income Statement and Consolidated Cash Flow
Statement for the years ended December 31, 1997, 1996 and 1995, 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 1997 Annual Report to Stockholders. In addition, related reports
of Deloitte & Touche LLP and other auditors are 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 1997 Annual Report to Stockholders.
Independent Auditors' Reports
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 to the
Corporation's Quarterly Report on Form 10-Q for the quarter ended June
30, 1997.
Exhibit No. (3)b. By-Laws, as amended November 22, 1996, incorporated
by reference to Exhibit No. 4.2 of the Corporation's Registration
Statement on Form S-8 filed with the Securities and Exchange
Commission on December 6, 1996 (File No. 33-17367).
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 as of January 1, 1998.
23
Exhibit No. (10)b. Executive Severance Plan, incorporated by reference
to Exhibit No. (10)c of the Corporation's Annual Report on Form 10-K
for the year ended December 31, 1992.
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. 1986 Equity Participation Plan, as amended
effective November 20, 1997.
Exhibit No. (10)e. 1992 Equity Participation Plan, as amended
effective November 20, 1997.
Exhibit No. (10)f. Deferred Compensation Plan, effective as of October
1, 1994, incorporated by reference
to Exhibit No. (10)g of the Corporation's Annual Report on Form 10-K
for the year ended December 31, 1994.
Exhibit No. (10)g. First Amendment to Deferred Compensation Plan,
effective as of November 22, 1996, incorporated by reference to
Exhibit No. (10)g of the Corporation's Annual Report on Form 10-K for
the year ended December 31, 1996.
Exhibit No. (10)h. Outside Directors' Stock Compensation Plan,
incorporated by reference to Exhibit No. 4.5 to the Corporation's
Registration Statement on Form S-8 filed with the Securities and
Exchange Commission on April 18, 1996 (File No. 33-02607).
Exhibit No. (10)i. Supplemental Benefit Plan to Salaried Employees'
Retirement Plan, amended and restated as of November 17, 1994,
incorporated by reference to Exhibit No. (10)i of the Corporation's
Annual Report on Form 10-K for the year ended December 31, 1996.
Exhibit No. (10)j. Second Supplemental Benefit Plan to Salaried
Employees' Retirement Plan, amended and restated as of November 17,
1994, incorporated by reference to Exhibit No. (10)j of the
Corporation's Annual Report on Form 10-K for the year ended December
31, 1996.
Exhibit No. (10)k. Retirement Contribution Excess Benefit Program,
amended as of January 1, 1997.
Exhibit No. (12). Computation of ratio of earnings to fixed charges
for the five years ended December 31, 1997.
24
Exhibit No. (13). Portions of the Corporation's 1997 Annual Report to
Stockholders incorporated by reference in this Form 10-K.
Exhibit No. (21). Significant Subsidiaries of the Corporation.
Exhibit No. (23)a. Independent Auditors' Consent of Deloitte & Touche
LLP
Exhibit No. (23)b. Independent Auditors' Consent of Coopers & Lybrand
L.L.P.
Exhibit No. (24). Powers of Attorney.
Exhibit No. (27). The Financial Data Schedule required by Item
601(b)(27) of Regulation S-K has been included with the electronic
filing of this Form 10-K.
(B) REPORTS ON FORM 8-K
(i) The Corporation filed a Current Report on Form 8-K, dated
October 30, 1997, to report its 1997 third quarter earnings.
(ii) The Corporation filed a Current Report on Form 8-K, dated
November 25, 1997, to report the 1997 Restructuring Plan.
(iii) The Corporation filed a Current Report on Form 8-K, dated
January 30, 1998, to report its 1997 fourth quarter and annual
earnings.
(iv) The Corporation filed a Current Report on Form 8-K, dated
February 27, 1998, to report its 1997 audited financial
statements.
25
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 26, 1998
By: /s/ John W. Donehower
---------------------------
John W. Donehower
Senior Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated.
/s/ Wayne R. Sanders Chairman of the Board March 26, 1998
- - ----------------------- and Chief Executive Officer
Wayne R. Sanders and Director
(principal executive
officer)
/s/ John W. Donehower Senior Vice President and March 26, 1998
- - ---------------------- Chief Financial Officer
John W. Donehower (principal financial
officer)
/s/ Randy J. Vest Vice President and March 26, 1998
- - ------------------ Controller
Randy J. Vest (principal accounting
officer)
Directors
John F. Bergstrom Louis E. Levy
Pastora San Juan Cafferty Frank A. McPherson
Paul J. Collins Linda Johnson Rice
Robert W. Decherd Wolfgang R. Schmitt
William O. Fifield Randall L. Tobias
Claudio X. Gonzalez
By: /s/ O. George Everbach March 26, 1998
-----------------------------
O. George Everbach, Attorney-in-Fact
26
INDEPENDENT AUDITORS' REPORT
KIMBERLY-CLARK CORPORATION:
We have audited, in accordance with generally accepted auditing
standards, the consolidated financial statements of Kimberly-Clark
Corporation and Subsidiaries for the year ended December 31, 1995, and
have issued our report thereon dated January 30, 1996. The financial
statements of Scott Paper Company, a wholly-owned subsidiary of
Kimberly-Clark Corporation, were audited by other auditors whose report
has been furnished to us, and our opinion on the consolidated financial
statements referred to above, insofar as it relates to the amounts
included for Scott Paper Company (except for the provision for
restructuring and other unusual charges described below), is based on
the report of such other auditors. We have also audited the
accompanying schedule of the Scott Paper Company provision for
restructuring and other unusual charges of $827.0 million, the related
tax benefit of $218.0 million and the related effect on minority
owners' share of subsidiaries' net income of $.8 million for the year
ended December 30, 1995. This schedule is the responsibility of the
Company's management. Our responsibility is to express an opinion on
the schedule based on our audit.
We conducted our audit of the schedule in accordance with generally
accepted auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
schedule is free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the schedule. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the
schedule. We believe that our audit provides a reasonable basis for our
opinion.
In our opinion, the schedule referred to above presents fairly, in all
material respects, the Scott Paper Company provision for restructuring
and other unusual charges and the related tax benefits for the year
ended December 30, 1995 in conformity with generally accepted
accounting principles.
/S/ DELOITTE & TOUCHE LLP
- - --------------------------
DELOITTE & TOUCHE LLP
Dallas, Texas
January 30, 1996
INDEPENDENT AUDITORS' REPORT
KIMBERLY-CLARK CORPORATION:
We have audited the consolidated financial statements of Kimberly-
Clark Corporation as of December 31, 1997 and 1996, and for each of
the three years in the period ended December 31, 1997, and have
issued our report thereon dated January 26, 1998; such consolidated
financial statements and report are included in your 1997 Annual
Report and are incorporated herein by reference. Our audits also
included the consolidated financial statement schedule of
Kimberly-Clark Corporation, listed in Item 14. This consolidated
financial statement schedule is the responsibility of the
Corporation's management. Our responsibility is to express an
opinion on the financial statement schedule based on our audits.
The financial statements and financial statement schedule of
Kimberly-Clark Tissue Company (formerly Scott Paper Company), a
wholly-owned subsidiary of Kimberly-Clark Corporation, for the year
ended December 31, 1995, were audited by other auditors whose
report has been furnished to us, and our opinions, insofar as they
relate to the amounts included for Kimberly-Clark Tissue Company,
are based solely on the report of such other auditors.
In our opinion, based on our audits and the report of other auditors
referred to above, the consolidated financial statement schedule
listed in Item 14, 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
January 26, 1998
INDEPENDENT AUDITORS' REPORT
KIMBERLY-CLARK CORPORATION:
We have audited the consolidated statements of operations, changes in
stockholders' equity, and cash flows for the year ended December 30,
1995 of Scott Paper Company and its subsidiaries (not presented herein).
We have also audited the schedule of valuation and qualifying accounts
of Scott Paper Company and its subsidiaries as of and for the year ended
December 30, 1995 (not presented herein). These financial statements
and the financial statement schedule are the responsibility of the
Company's management. Our responsibility is to express an opinion on
these financial statements and the financial statement schedule based on
our audits. We did not audit the provision for restructuring and other
unusual charges of $827.0 million, the related tax benefit of $218.0
million and related effect on minority owners' share of subsidiaries'
net income of $0.8 million for the year ended December 30, 1995, nor the
related effect of $17.9 million on additional paid in capital as of
December 30, 1995. Such provision and related accounts were audited by
other auditors whose report has been furnished to us, and our opinion,
insofar as it relates to the aforementioned amounts, is based solely on
the report of the other auditors.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe
that our audits and the report of the other auditors provide a
reasonable basis for our opinion.
In our opinion, based on our audits and the report of other auditors,
(1) the consolidated financial statements referred to above present
fairly, in all material respects, the results of operations, changes in
stockholders' equity, and cash flows for the year ended December 30,
1995 of Scott Paper Company and its subsidiaries, in conformity with
generally accepted accounting principles, and (2) the financial
statement schedule referred to above, when considered in relation to the
basic financial statements taken as a whole, presents fairly, in all
material respects, the information required to be included therein.
As discussed in Note 1 of the Financial Review Notes, the Company
adopted the provisions of Statement of Financial Accounting Standards
No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of" in 1995.
/S/ COOPERS & LYBRAND L.L.P.
- - ------------------------------
COOPERS & LYBRAND L.L.P.
2400 Eleven Penn Center
Philadelphia, PA
January 30, 1996
SCHEDULE II Kimberly-Clark Corporation and Subsidiaries
VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
(Millions of dollars)
ADDITIONS DEDUCTIONS
BALANCE AT CHARGED TO CHARGED TO WRITE-OFFS BALANCE
BEGINNING COSTS AND OTHER AND DISCOUNTS AT END OF
DESCRIPTION OF PERIOD EXPENSES ACCOUNTS(A) ALLOWED PERIOD
- - -----------------------------------------------------------------------------------------------------------------------
DECEMBER 31, 1997
Allowances deducted from
assets to which they apply
Allowances for doubtful
accounts ................... $ 33.0 $ 12.9 $ 1.6 $ 9.7(b) $ 37.8
Allowances for sales
discounts .................. 13.3 174.5 7.8 173.5(c) 22.1
------- -------- ------- ------- --------
Total ................ $ 46.3 $ 187.4 $ 9.4 $ 183.2 $ 59.9
======= ======== ======= ======= ========
DECEMBER 31, 1996
Allowances deducted from
assets to which they apply
Allowances for doubtful
accounts ..................... $ 54.0 $ 13.1 $ .1 $ 34.2(b) $33.0
Allowances for sales
discounts .................. 30.7 181.4 - 198.8(c) 13.3
------- -------- ------- ------- --------
Total ................ $ 84.7 $ 194.5 $ .1 $ 233.0 $ 46.3
======= ======== ======= ======= ========
DECEMBER 31, 1995
Allowances deducted from
assets to which they apply
Allowances for doubtful
accounts ..................... $ 23.5 $ 41.7 $ .8 $ 12.0(b) $ 54.0
Allowances for sales
discounts .................. 22.1 201.7 .1 193.2(c) 30.7
------- -------- ------- --------- --------
Total ...................... $ 45.6 $ 243.4 $ .9 $ 205.2 $ 84.7
======= ======== ======= ========= ========
(a) Primarily bad debt recoveries and the inclusion of Tecnol Medical Products, Inc. balances acquired in 1997
(b) Primarily uncollectible receivables written off
(c) Sales discounts allowed
INDEX TO DOCUMENTS FILED AS A PART OF THIS REPORT
DESCRIPTION
Consolidated financial statements, incorporated by reference
Independent Auditors' Reports, incorporated by reference
Independent Auditors' Reports
Schedules for Kimberly-Clark Corporation and Subsidiaries:
Schedule II Valuation and Qualifying Accounts
Exhibit No. (3)a. Restated Certificate of Incorporation, dated June
12, 1997, incorporated by reference to Exhibit No. (3)a to the
Corporation's Quarterly Report on Form 10-Q for the quarter ended June
30, 1997.
Exhibit No. (3)b. By-Laws , as amended November 22, 1996, incorporated
by reference to Exhibit No. 4.2 of the Corporation's Registration
Statement on Form S-8 filed with the Securities and Exchange
Commission on December 6, 1996 (File No. 333-17367).
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 as
of January 1, 1998.
Exhibit No. (10)b. Executive Severance Plan, incorporated by reference
to Exhibit No. (10)c of the Corporation's Annual Report on Form 10-K
for the year ended December 31, 1992.
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. 1986 Equity Participation Plan, as amended
effective November 20, 1997.
Exhibit No. (10)e. 1992 Equity Participation Plan, as amended
effective November 20, 1997.
Exhibit No. (10)f. Deferred Compensation Plan, effective as of October
1, 1994, incorporated by reference to Exhibit No. (10)g of the
Corporation's Annual Report on Form 10-K for the year ended December
31, 1994.
Exhibit No. (10)g. First Amendment to Deferred Compensation Plan,
effective as of November 22, 1996, incorporated by reference to
Exhibit No. (10)g of the Corporation's Annual Report on Form 10-K for
the year ended December 31, 1996.
Exhibit No. (10)h. Outside Directors' Stock Compensation Plan,
incorporated by reference to Exhibit No. 4.5 to the Corporation's
Registration Statement on Form S-8 filed with the Securities and
Exchange Commission on April 18, 1996 (File No. 33-02607).
27
Exhibit No. (10)i. Supplemental Benefit Plan to Salaried Employees'
Retirement Plan, amended and restated as of November 17, 1994,
incorporated by reference to Exhibit No. (10)i of the Corporation's
Annual Report on Form 10-K for the year ended December 31, 1996.
Exhibit No. (10)j. Second Supplemental Benefit Plan to Salaried
Employees' Retirement Plan, amended and restated as of November 17,
1994, incorporated by reference to Exhibit No.(10)j of the
Corporation's Annual Report on Form 10-K for the year ended December
31, 1996.
Exhibit No. (10)k. Retirement Contribution Excess Benefit Program,
amended as of January 1, 1997.
Exhibit No. (12). Computation of ratio of earnings to fixed charges
for the five years ended December 31, 1997.
Exhibit No. (13). Portions of the Corporation's 1997 Annual Report to
Stockholders incorporated by reference in this Form 10-K.
Exhibit No. (21). Significant Subsidiaries of the Corporation.
Exhibit No. (23)a. Independent Auditors' Consent of Deloitte & Touche
LLP
Exhibit No. (23)b. Independent Auditors' Consent of Coopers & Lybrand
L.L.P.
Exhibit No. (24). Powers of Attorney.
Exhibit No. (27). The Financial Data Schedule required by Item
601(b)(27) of Regulation S-K has been included with the electronic
filing of this Form 10-K.