Kimberly-Clark (KMB) 10-K risk factor changes: FY2018 vs FY2017

With the consolidation of retail trade, both traditional retailers and e-tailers, [removed: especially in developed markets such as the U.S., Europe and Australia,] we are increasingly dependent on key [added: customers, and some of these customers, including large-format retailers and large e-tailers, may have significant bargaining power.]

| | [removed: 3] [added: 2] | KIMBERLY-CLARK CORPORATION - [removed: 2017] [added: 2018] Annual Report |

[removed: On] [added: In] January [removed: 23,] 2018, we announced a [removed: new] global restructuring program.

Increases in the cost and availability of raw materials, including pulp and petroleum-based materials, the cost of energy, transportation and other necessary services, supplier constraints, [added: supplier consolidation which could limit our sources of supply for these items,] an inability to maintain favorable supplier arrangements and relations or an inability to avoid disruptions in production output could have an adverse effect on our financial results.

Our strategy includes operations growth outside the U.S., especially in developing markets such as China, Eastern [removed: Europe] [added: Europe, ASEAN] and Latin America.

About half of our net sales come from markets outside the U.S. We and our equity companies have manufacturing facilities in [removed: 38] [added: 35] countries, and sell products in more than 175 countries.

| • | Exposure to the movement of various currencies against each other and the U.S. dollar. A portion of the exposures, arising from transactions and commitments denominated in non-local currencies, is systematically managed through foreign currency forward and swap [removed: contracts.] [added: contracts where available and economically advantageous.] We do not generally hedge our translation exposure with respect to foreign operations. |

| | [removed: 4] [added: 3] | KIMBERLY-CLARK CORPORATION - [removed: 2017] [added: 2018] Annual Report |

Increased cyber-security threats and computer crime also pose a potential risk to the security of our information technology systems, including those of [removed: third party] [added: third-party] service providers with whom we have contracted, as well as the confidentiality, integrity and availability of the data stored on those systems.

[removed: Any such event could cause damage to our reputation, loss of valuable information or loss of revenue and could result in] [added: In addition, we may incur] large expenditures to investigate or remediate, to recover data, to repair or replace networks or information systems, or to protect against similar future events.

| | [removed: 5] [added: 4] | KIMBERLY-CLARK CORPORATION - [removed: 2017] [added: 2018] Annual Report |

New or revised tax regulations could have an adverse effect [removed: in] [added: on] our financial results.

In some instances, we utilize negotiated short-term contract structures to reduce pulp price volatility, but we have not used derivative instruments to manage these risks.

There can be no assurance that our efforts to increase selling prices, such as our recently announced plans to increase net selling prices across a majority of our North America consumer products businesses, will be successful.

E-commerce potentially intensifies competition by simplifying distribution and lowering barriers to entry.

See Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") and Item 8, Note 1 to the consolidated financial statements for information regarding our adoption of highly inflationary accounting in Argentina.

While it is our policy and practice to comply with all legal and regulatory requirements applicable to our business, a finding that we are in violation of, or out of compliance with, applicable laws or regulations could subject us to civil remedies, including fines, damages, injunctions or product recalls, or criminal sanctions, any of which could adversely affect our business, results of operations, cash flows and financial condition.

Even if a claim is unsuccessful, is without merit or is not fully pursued, the negative publicity surrounding such assertions regarding our products, processes or business practices could adversely affect our reputation and brand image.

Further, data privacy is subject to frequently changing rules and regulations regarding the handling of personal data, such as the General Data Protection Regulation ("GDPR") which was recently adopted by the European Union.

Any such event, or any failure to comply with the requirements of GDPR or other laws in this area, could cause damage to our reputation, loss of valuable information or loss of revenue and could result in legal liability, or regulatory or other penalties.

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| | 5 | KIMBERLY-CLARK CORPORATION - 2018 Annual Report |

We may divest or acquire product lines or businesses, which could impact our results.

We may periodically divest product lines or businesses.

These divestitures may adversely impact our results if we are unable to offset the dilutive impacts from the loss of revenue associated with the divested products or businesses, or mitigate overhead costs allocated to those businesses.

Furthermore, the divestitures could adversely affect our ongoing business operations, including by enhancing our competitors' positions or reducing consumer confidence in our ongoing brands and products.

We may pursue acquisitions of product lines or businesses from third parties.

Acquisitions involve numerous risks, including difficulties in the assimilation of the operations, technologies, services and products of the acquired product lines or businesses, estimation and assumption of liabilities and contingencies, personnel turnover and the diversion of management's attention from other business concerns.

We may be unable to successfully integrate and manage product lines or businesses that we may acquire in the future, or be unable to achieve anticipated benefits or cost savings from acquisitions in the timeframe we anticipate, or at all.

The inability to effectively and efficiently manage divestitures and acquisitions with the results we expect or in the timeframe we anticipate could adversely affect our business, consolidated financial condition, results of operations or liquidity.

customers, and some of these customers, including large-format retailers and large e-tailers, may have significant bargaining power.

We have not used derivative instruments to manage these risks.

Adverse regulatory action, including a recall, regulatory or other governmental investigation, or product liability or other litigation may also adversely affect our financial condition and business operations.

Although we believe that none of these proceedings or requirements will have a material adverse effect on us, the outcome of these proceedings may not be as expected.

Overall, the impact of U.S. tax reform should reduce our effective tax rate; however, additional guidance or interpretations of the Tax Act could negatively impact our financial results.

The 2014 spin-off of our health care business could result in substantial tax liability to us and our stockholders.

On October 31, 2014, we completed the spin-off of our health care business, creating a stand-alone, publicly traded health care company, Halyard Health, Inc. ("Halyard").

Historically, the IRS provided companies seeking to perform a spin-off transaction with an advance ruling that the proposed spin-off transaction would qualify for tax-free treatment.

However, the IRS no longer provides such advance rulings.

Prior to completing the spin-off of our health care business, we obtained an opinion of counsel that neither we nor our U.S. stockholders will recognize taxable income, gain or loss for U.S. federal income tax purposes as a result of the spin-off.

The opinion of counsel is based on certain statements and representations made by us, which, if incomplete or inaccurate in any material respect, could invalidate the opinion of counsel.

In addition, this opinion is not binding on the IRS.

Accordingly, the IRS or the courts may reach conclusions with respect to the spin-off that are different from the conclusions reached in the opinion of counsel.

If the spin-off and certain related transactions were determined to be taxable, we would be subject to a substantial tax liability.

In addition, if the spin-off were deemed taxable, each U.S. holder of our common stock who received shares of Halyard would generally be treated as receiving a taxable distribution of property in an amount equal to the fair market value of the shares received.

This discussion and analysis compares [removed: 2017] [added: 2018] results to [removed: 2016,] [added: 2017,] and [removed: 2016] [added: 2017] results to [removed: 2015.][added: 2016.]

| • | Overview of [removed: 2017] [added: 2018] Results |

| • | 2014 Organization Restructuring - In 2014, we initiated [removed: this] [added: a] restructuring in order to improve organization efficiency and offset the impact of stranded overhead costs resulting from the 2014 spin-off of our health care business. As a result, we recognized restructuring charges in 2014, 2015 and 2016. Restructuring actions were completed by December 31, 2016. See Item 8, Note [removed: 2] [added: 3] to the consolidated financial statements for details. |

| • | [removed: Adjustments] [added: Adjustment] Related to Venezuelan Operations - Results in 2016 [removed: and 2015] include [removed: adjustments for] [added: other income related to] the deconsolidation of our Venezuelan [removed: operations, and in 2015 include charges for remeasuring the local currency balance sheet in Venezuela.] [added: operations.] See Item 8, Note 1 to the consolidated financial statements for details. |

| | 11 | KIMBERLY-CLARK CORPORATION - [removed: 2017] [added: 2018] Annual Report |

[removed: | • | Pension Settlement Charges - In 2015, we recorded settlement-related charges from certain actions taken for our U.S. pension plan.] See Item 8, Note [removed: 6] [added: 1] to the consolidated financial statements for details. [removed: |]

We are a global company focused on leading the world in essentials for a better life, with manufacturing facilities in [removed: 36] [added: 33] countries and products sold in more than 175 countries.

These business segments are described in greater detail in Item 8, Note [removed: 13] [added: 14] to the consolidated financial statements.

We describe our business outside North America in two groups – Developing and Emerging Markets [added: ("D&E")] and Developed Markets.

[removed: Developing and Emerging] [added: D&E] Markets comprise Eastern Europe, the Middle East and Africa, Latin America and Asia-Pacific, excluding Australia and South Korea.

Highlights for [removed: 2017] [added: 2018] include the following:

[removed: | • | Net sales of $18.3 billion increased slightly compared to 2016.] Favorable [removed: changes in] foreign currency exchange rates benefited sales by less than 1 percent. [removed: |]

| • | In North America, organic sales [removed: were down 2] [added: increased 3] percent in [removed: consumer products] [added: K-C Professional] and [removed: similar year-on-year] [added: 1 percent] in [removed: K-C Professional.] [added: consumer products.] |

| • | Outside North America, organic sales increased [removed: 3] [added: 2] percent in [removed: developing] [added: D&E Markets] and [removed: emerging markets but fell 3] [added: 1] percent in [removed: developed markets.] [added: Developed Markets.] |

| • | Diluted earnings per share were [removed: $6.40] [added: $4.03] in [removed: 2017] [added: 2018] compared to [removed: $5.99] [added: $6.40] in [removed: 2016,] [added: 2017,] including [added: charges from the 2018 Global Restructuring Program and U.S. tax reform related matters in 2018 and] a net benefit from [removed: the 2017] U.S. tax reform [removed: and] related [removed: matters.] [added: matters in 2017.] |

| • | We [removed: continued] [added: continue] to focus on generating cash flow and allocating capital to shareholders. [added: Cash provided by operations was $3.0 billion in 2018.] We raised our dividend in [removed: 2017] [added: 2018] by [removed: 5.4] [added: 3.1] percent, the [removed: 45th] [added: 46th] consecutive annual increase in our dividend. Altogether, share repurchases and dividends in [removed: 2017] [added: 2018] amounted to [removed: $2.3] [added: $2.2] billion. |

Overview of [removed: 2017] [added: 2018] Results

| • | Net sales of [removed: $18.3] [added: $18.5] billion increased [removed: slightly] [added: 1 percent] compared to [added: the] prior year, as [added: growth in organic sales of more than 1 percent was partially offset by unfavorable] changes in foreign currency exchange [removed: rates benefited sales by less than 1 percent.] [added: rates.] |

| • | Operating profit and Net Income Attributable to Kimberly-Clark Corporation were [removed: $3,299] [added: $2,229] and [removed: $2,278] [added: $1,410] in [removed: 2017] [added: 2018] and [removed: $3,317] [added: $3,358] and [removed: $2,166] [added: $2,278] in [removed: 2016,] [added: 2017,] respectively. |

| • | Diluted earnings per share were [removed: $6.40] [added: $4.03] in [removed: 2017] [added: 2018] compared to [removed: $5.99] [added: $6.40] in [removed: 2016.] [added: 2017.] Results in [added: 2018 included charges from the 2018 Global Restructuring Program of $2.24 and a net charge of $0.33 for U.S. tax reform related matters. Results in] 2017 included a net benefit of $0.17 [removed: as a result of] [added: from] U.S. tax reform [removed: and] related [removed: activities.] [added: matters.] |

| | 12 | KIMBERLY-CLARK CORPORATION - [removed: 2017] [added: 2018] Annual Report |

This section presents a discussion and analysis of net sales, operating profit and other information relevant to an understanding of [removed: 2017] [added: 2018] results of operations.

| | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | | | Change [removed: 2017] [added: 2018] vs. [removed: 2016] [added: 2017] | | | [removed: 2015] [added: 2016] | | | | Change [removed: 2016] [added: 2017] vs. [removed: 2015] [added: 2016] | |

| Intergeographic sales | [removed: (317] [added: (302] | | ) | | [removed: (307] [added: (317] | | ) | | [removed: +3] [added: \-5] | % | | [removed: (398] [added: (307] | | ) | | [removed: \-23] [added: +3] | % |

| Other (income) and expense, [removed: net(a) | 27] [added: net] | | [added: 1] | | [removed: 8] | | [added: (12] | | [removed: N.M.] [added: )] | | [added: —] | [removed: 1,568] | | | [added: 13] | [removed: N.M.] | |

| Provision for income taxes | [removed: (776] [added: (471] | | ) | | [removed: (922] [added: (776] | | ) | | [removed: \-16] [added: \-39] | % | | [removed: (418] [added: (922] | | ) | | [removed: +121] [added: \-16] | % |

| Share of net income of equity companies | [removed: 104] [added: 103] | | | | [removed: 132] [added: 104] | | | | [removed: \-21] [added: \-1] | % | | [removed: 149] [added: 132] | | | | [removed: \-11] [added: \-21] | % |

| Net Income Attributable to Kimberly-Clark Corporation | [removed: 2,278] [added: 1,410] | | | | [removed: 2,166] [added: 2,278] | | | | [removed: +5] [added: \-38] | % | | [removed: 1,013] [added: 2,166] | | | | [removed: +114] [added: +5] | % |

| Diluted Earnings per Share | [removed: 6.40] [added: 4.03] | | | | [removed: 5.99] [added: 6.40] | | | | [removed: +7] [added: \-37] | % | | [removed: 2.77] [added: 5.99] | | | | [removed: +116] [added: +7] | % |

| | 13 | KIMBERLY-CLARK CORPORATION - [removed: 2017] [added: 2018] Annual Report |

| Cost of products sold | | $ | [removed: 11,551] [added: 11,596] | | | $ | 6 | | | $ | — | | | $ | [removed: 11,545] [added: 11,590] | |

| Marketing, research and general expenses | | [removed: 3,326] [added: 3,300] | | | | 32 | | | | — | | | | [removed: 3,294] [added: 3,268] | | |

| | | Twelve Months Ended December 31, [removed: 2015 | | | | | | | | | | | |] [added: 2018] | | | | | | | | | | | | | | |

| Marketing, research and general expenses | | [removed: 3,443 | | | | —] [added: 3,367] | | | | [removed: —] [added: 380] | | | | — | | | | [removed: 40 | | | | 1 | | | | 3,402] [added: 2,987] | | |

| Other (income) and expense, [removed: net | | 1,568 | | | | 148 | | | | — |] [added: net(a)] | [added: 1] | | [removed: 1,358] | | [added: 27] | | [removed: —] | | [added: \-96] | [added: %] | [removed: —] | [added: 8] | | | [removed: 62] | [added: +238] | [added: %] |

| Operating Profit | | [removed: 1,613 | | | | (153 | | ) | | — | | | | (1,358 | | ) | | (63] [added: 3,358] | | [removed: )] | | [removed: (23] [added: (24] | | ) | | [removed: 3,210] [added: 3,382] | | |

| Effective tax rate | | [removed: 31.3] [added: 26.0] | | % | | — | | | | — | | | | [removed: — | | | | — | | | | — | | | | 31.3] [added: 21.0] | | % |

| Net Income Attributable to Kimberly-Clark Corporation | | [removed: 1,013 | | | | (147 | | ) | | (49 | | ) | | (835] [added: 1,410] | | [removed: )] | | [removed: (42] [added: (783] | | ) | | [removed: (23] [added: (117] | | ) | | [removed: 2,109] [added: 2,310] | | |

[added: |] (a) [added: |] "As Adjusted Non-GAAP" does not equal "As Reported" plus [removed: adjustments] [added: "Adjustments"] as a result of rounding. [added: |]

| | | [removed: 2017] [added: 2018] vs. [removed: 2016] [added: 2017] | | | [removed: 2016] [added: 2017] vs. [removed: 2015] [added: 2016] | | | | | [removed: 2017] [added: 2018] vs. [removed: 2016] [added: 2017] | | | [removed: 2016] [added: 2017] vs. [removed: 2015] [added: 2016] | |

Certain prior period financial information related to our adoption of Accounting Standards Update No. 2017-07, Compensation-Retirement Benefits (Topic 715), Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost ("ASU No. 2017-07") and the classification of costs associated with sales of K-C Professional (“KCP”) dispensers has been recast.

The recast has no impact on our earnings or earnings per share in any period.

| • | 2018 Global Restructuring Program - In 2018, we initiated a restructuring program to reduce our structural cost base by streamlining and simplifying our manufacturing supply chain and overhead organization. See Item 8, Note 2 to the consolidated financial statements for details. |

| • | U.S. Tax Reform Related Matters - In 2018 and 2017, we recognized a net charge and a net benefit, respectively, associated with U.S. tax reform related matters. See Item 8, Note 12 to the consolidated financial statements for details. |

| • | grow our portfolio of brands through innovation, category development and commercial execution, |

| • | leverage our cost and financial discipline to fund growth and improve margins, and |

| • | allocate capital in value-creating ways. |

| • | Net sales of $18.5 billion increased 1 percent compared to 2017. Organic sales growth of more than 1 percent was partially offset by unfavorable changes in foreign currency exchange rates. |

| • | Input cost inflation of $795 was partially offset by $375 in cost savings from our FORCE (Focused On Reducing Costs Everywhere) program and $135 in cost savings from the 2018 Global Restructuring Program. |

| North America | $ | 9,532 | | | $ | 9,437 | | | +1 | % | | $ | 9,592 | | | \-2 | % |

| Outside North America | 9,256 | | | | 9,228 | | | | — | | | 9,002 | | | | +3 | % |

| Total Net Sales | 18,486 | | | | 18,348 | | | | +1 | % | | 18,287 | | | | — | |

| North America | 2,215 | | | | 2,331 | | | | \-5 | % | | 2,372 | | | | \-2 | % |

| Outside North America | 1,127 | | | | 1,299 | | | | \-13 | % | | 1,264 | | | | +3 | % |

| Corporate & Other(a) | (1,112 | | ) | | (245 | | ) | | N.M. | | | (245 | | ) | | N.M. | |

| Total Operating Profit | 2,229 | | | | 3,358 | | | | \-34 | % | | 3,383 | | | | \-1 | % |

| | | As Reported | | | | 2018 Global Restructuring Program | | | | U.S. Tax Reform Related Matters | | | | As Adjusted Non-GAAP | | |

| Cost of products sold | | $ | 12,889 | | | $ | 541 | | | $ | — | | | $ | 12,348 | |

| Gross Profit | | 5,597 | | | | (541 | | ) | | — | | | | 6,138 | | |

| Operating Profit | | 2,229 | | | | (909 | | ) | | — | | | | 3,138 | | |

| Nonoperating expense | | (163 | | ) | | (127 | | ) | | — | | | | (36 | | ) |

| Provision for income taxes | | (471 | | ) | | 243 | | | | (117 | | ) | | (597 | | ) |

| Share of net income of equity companies | | 103 | | | | (1 | | ) | | — | | | | 104 | | |

| Net income attributable to noncontrolling interests | | (35 | | ) | | 11 | | | | — | | | | (46 | | ) |

| Diluted Earnings per Share(a) | | 4.03 | | | | (2.24 | | ) | | (0.33 | | ) | | 6.61 | | |

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| Operating Profit | | 3,383 | | | | (35 | | ) | | 11 | | | | 3,407 | | |

| (c) | Combined benefits of the FORCE program and 2018 Global Restructuring Program. |

2018 vs. 2017

Net sales of $18.5 billion increased 1 percent compared to the year-ago period.

Organic sales increased more than 1 percent, as changes in product mix, net selling prices and sales volumes were all up slightly.

Operating profit was $2,229 in 2018 and $3,358 in 2017.

Adjusted operating profit was $3,138 in 2018 and $3,382 in 2017.

Results in 2018 were impacted by $795 of higher input costs, driven by $460 in pulp and $220 in other raw materials, along with unfavorable currency effects.

Results benefited from organic sales growth, $375 of FORCE cost savings and $135 of cost savings from the 2018 Global Restructuring Program, and lower general and administrative costs.

The effective tax rate of 26 percent in 2018 was essentially even compared to the rate in 2017.

The rate in 2018 included a net charge of $117 related to U.S. tax reform related matters including finalization of provisional amounts related to the transition tax, remeasurement of deferred taxes, and our reassessment of permanently reinvested earnings, uncertain tax positions and valuation allowances, and to new guidance issued during 2018 impacting the transition tax and other actions taken in anticipation of the Tax Act.

The 2017 provision for income taxes included a net benefit of $85 related to such matters.

| • | U.S. Tax Reform Related Matters - In the fourth quarter of 2017, we recognized a net benefit as a result of U.S. tax reform and related activities. |

| • | Uncertain Tax Positions Adjustment - In 2015, we updated our assessment of uncertain tax positions for certain international operations, and recorded a charge related to prior years in provision for income taxes. See Item 8, Note 11 to the consolidated financial statements for details. |

| • | Turkey Restructuring - In 2015, we recorded charges related to the restructuring of our operations in Turkey. |

| • | manage our portfolio to balance growth, profit margin and cash flow, |

| • | invest in our brands, innovation and growth initiatives, |

| • | deliver sustainable cost reductions, and |

| • | provide disciplined capital management to improve return on invested capital and return cash to shareholders. |

| • | We achieved $450 of cost savings from our ongoing FORCE (Focused On Reducing Costs Everywhere) program. |

| North America | $ | 9,390 | | | $ | 9,545 | | | \-2 | % | | $ | 9,531 | | | — | |

| Outside North America | 9,186 | | | | 8,964 | | | | +2 | % | | 9,458 | | | | \-5 | % |

| Total Net Sales | 18,259 | | | | 18,202 | | | | — | | | 18,591 | | | | \-2 | % |

| North America | 2,283 | | | | 2,322 | | | | \-2 | % | | 2,180 | | | | +7 | % |

| Outside North America | 1,291 | | | | 1,255 | | | | +3 | % | | 1,368 | | | | \-8 | % |

| Corporate & Other(a) | (248 | | ) | | (252 | | ) | | N.M. | | | (367 | | ) | | N.M. | |

| Total Operating Profit | 3,299 | | | | 3,317 | | | | \-1 | % | | 1,613 | | | | +106 | % |

| Operating Profit | | 3,299 | | | | (24 | | ) | | 3,323 | | |

| Income before income taxes and equity interests | | 2,991 | | | | (24 | | ) | | 3,015 | | |

| Operating Profit | | 3,317 | | | | (35 | | ) | | 11 | | | | 3,341 | | |

| Income before income taxes and equity interests | | 3,009 | | | | (35 | | ) | | 11 | | | | 3,033 | | |

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| | | As Reported | | | | Charges Related to Venezuelan Operations | | | | Uncertain Tax Positions Adjustment | | | | Charges for Pension Settlements | | | | Charges for 2014 Organization Restructuring | | | | Charges for Turkey Restructuring | | | | As Adjusted Non-GAAP | | |

| Cost of products sold | | $ | 11,967 | | | $ | 5 | | | $ | — | | | $ | — | | | $ | 23 | | | $ | 22 | | | $ | 11,917 | |

| Income before income taxes and equity interests | | 1,335 | | | | (153 | | ) | | — | | | | (1,358 | | ) | | (63 | | ) | | (23 | | ) | | 2,932 | | |

| Provision for income taxes | | (418 | | ) | | 6 | | | | (49 | | ) | | 523 | | | | 21 | | | | — | | | | (919 | | ) |

| Diluted Earnings per Share(a) | | 2.77 | | | | (0.40 | | ) | | (0.13 | | ) | | (2.28 | | ) | | (0.11 | | ) | | (0.06 | | ) | | 5.76 | | |

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Organic sales increased approximately 2 percent due to higher volumes.

Operating profit was $3,317 in 2016 versus $1,613 in 2015.

Results in 2015 included $1,358 of pension settlement charges and $153 of charges related to our Venezuelan operations.

Adjusted operating profit of $3,341 in 2016 increased 4 percent compared to $3,210 in 2015.

Results in 2016 included benefits from organic sales growth, $435 of FORCE cost savings and $70 of savings from the 2014 Organization Restructuring.

In addition, input costs were $65 lower.

Adjusted other (income) and expense, net of $22 in 2016 decreased compared to $62 in 2015 due to higher currency transaction losses in 2015.

The decrease in our effective tax rate of 30.6 percent in 2016 compared to 31.3 percent in 2015 is primarily due to certain planning initiatives.

KCM results in 2016 compared to 2015 were negatively impacted by a weaker Mexican peso and higher input costs, partially offset by benefits from organic sales growth and cost savings.

The increase in adjusted earnings per share of $6.03 in 2016 compared to $5.76 in 2015 was due to higher earnings and lower share counts.

Volumes on Huggies baby wipes rose mid-single digits.

Huggies diapers volumes were down low-single digits, although market shares were up slightly.

As of December 31, [removed: 2017,] [added: 2018,] a 10 percent unfavorable change in the exchange rate of the U.S. dollar against the prevailing market rates of foreign currencies involving balance sheet transactional exposures would not be material to our consolidated financial position, results of operations or cash flows.

This hypothetical loss on transactional exposures is based on the difference between the December 31, [removed: 2017] [added: 2018] rates and the assumed rates.

As of December 31, [removed: 2017,] [added: 2018,] a 10 percent unfavorable change in the exchange rate of the U.S. dollar against the prevailing market rates of our foreign currency translation exposures would have reduced stockholders' equity by approximately [removed: $750.][added: $550.]

[removed: In] the view of management, the above potential UTA adjustments resulting from these assumed changes in foreign currency exchange rates are not material to our consolidated financial position because they would not affect our cash flow.

Interest rate risk is managed through the maintenance of a portfolio of [removed: variable-] [added: variable] and fixed-rate debt composed of [removed: short-] [added: short] and long-term instruments.

At December 31, [removed: 2017,] [added: 2018,] the long-term debt portfolio was comprised of primarily fixed-rate debt.

| | 24 | KIMBERLY-CLARK CORPORATION - [removed: 2017] [added: 2018] Annual Report |

At December 31, [removed: 2017,] [added: 2018,] a 10 percent decrease in interest rates would have increased the fair value of fixed-rate debt by about [removed: $285,] [added: $255,] which would not have a significant impact on our financial statements as we do not record debt at fair value.

[removed: Derivative] [added: In some instances, we utilize negotiated short-term contract structures to reduce pulp price volatility, but derivative] instruments have not been used to manage these risks.

| | 25 | KIMBERLY-CLARK CORPORATION - [removed: 2017] [added: 2018] Annual Report |

Our operations in Argentina are reported using highly inflationary accounting and their functional currency is the U.S. dollar.

Changes in the value of an Argentine peso versus the U.S. dollar applied to our net peso monetary position are recorded in Other (income) and expense, net at the time of the change.

As of December 31, 2018, K-C Argentina had a small net peso monetary position and a 10 percent unfavorable change in the exchange rate would not be material.

In

From time to time, we also hedge the anticipated issuance of fixed-rate debt and those contracts are designated as cash flow hedges.

See [removed: additional information in MD&A and] Item 8, Note [removed: 11] [added: 1] to the consolidated financial [removed: statements.][added: statements for details.]

| • | Consumer Tissue offers a wide variety of innovative solutions and trusted brands that [removed: touch and] [added: responsibly] improve [removed: people's lives every day.] [added: everyday living for families around the world.] Products in this segment include facial and bathroom tissue, paper towels, napkins and related products, and are sold under the Kleenex, Scott, Cottonelle, Viva, Andrex, Scottex, Neve and other brand names. |

| • | K-C Professional ("KCP") partners with businesses to create Exceptional Workplaces, helping to make them healthier, safer and more productive through a range of solutions and supporting products such as wipers, tissue, towels, apparel, soaps and sanitizers. Our brands, including Kleenex, Scott, WypAll, Kimtech and [removed: Jackson Safety,] [added: KleenGuard] are [removed: well-known] [added: well known] for quality and trusted to help people around the world work better. |

| | 1 | KIMBERLY-CLARK CORPORATION - [removed: 2017] [added: 2018] Annual Report |

[added: Products for away-from-home] use are sold through distributors and directly to manufacturing, lodging, office building, food service, and [removed: high volume] [added: high-volume] public facilities.

Net sales to Walmart Inc. as a percent of our consolidated net sales were approximately 14 percent in [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015.][added: 2016.]

We operate and market our products globally, and our business strategy includes targeted growth in Asia, Latin America, Eastern Europe, the Middle East and Africa, with a particular emphasis in China, Eastern [removed: Europe] [added: Europe, ASEAN] and Latin America.

Total capital expenditures for voluntary environmental controls or controls necessary to comply with legal requirements relating to the protection of the environment at our facilities are expected to be [removed: $30] [added: $36] and [removed: $12] [added: $16] in [removed: 2018] [added: 2019] and [removed: 2019,] [added: 2020,] respectively.

Total operating expenses for environmental compliance, including pollution control equipment operation and maintenance costs, governmental fees, and research and engineering costs are expected to be [removed: $112 and $118] [added: $117] in [removed: 2018] [added: 2019] and [removed: 2019, respectively.][added: 2020.]

In our consolidated operations, we had approximately [removed: 42,000] [added: 41,000] employees as of December 31, [removed: 2017.][added: 2018.]

Certain prior period financial information related to our adoption of Accounting Standards Update No. 2017-07, Compensation-Retirement Benefits (Topic 715), Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost ("ASU No. 2017-07") and the classification of costs associated with sales of K-C Professional (“KCP”) dispensers has been recast.

The recast has no impact on our earnings or earnings per share in any period.

For financial information by business segment and geographic area, including revenue, profit and total assets of each reportable segment, and information about our principal products and markets, see Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") and Item 8, Note 13 to the consolidated financial statements.

Recent Developments

On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”).

The Tax Act made broad and complex changes to the U.S. tax code which impacted 2017, including, but not limited to, reducing the U.S. federal corporate tax rate and requiring a one-time transition tax on certain undistributed earnings of foreign subsidiaries.

On January 23, 2018, we announced a new global restructuring program.

The 2018 Global Restructuring Program will reduce our structural cost base by streamlining and simplifying our manufacturing supply chain and overhead organization.

The restructuring is expected to be completed by the end of 2020, with total costs anticipated to be $1.7 billion to $1.9 billion pre-tax ($1.35 billion to $1.5 billion after tax).

Cash costs are expected to be $900 to $1.0 billion.

In addition, we expect to incur $600 to $700 of incremental capital spending to implement the restructuring.

Workforce reductions are expected to be in the range of 5,000 to 5,500.

The restructuring is expected to impact all of our business segments and our organizations in all major geographies.

The restructuring is expected to generate annual pre-tax cost savings of $500 to $550 by the end of 2021.

See additional information in MD&A and Item 8, Note 15 to the consolidated financial statements.

Products for away-from-home

| | | |

| --- | --- | --- |

Research and Development

Research and development expenditures are directed toward new or improved personal care, tissue, wiping, safety and nonwoven materials.

Consolidated research and development expense was $311 in 2017, $328 in 2016 and $324 in 2015.

| | 2 | KIMBERLY-CLARK CORPORATION - 2017 Annual Report |

See Item 8, Note [removed: 9] [added: 10] to the consolidated financial statements, which is incorporated in this Item 3 by reference, for information on legal proceedings.

10-K 1 [removed: kmb_2017xformx10k.htm 10-K] [added: kmb_2018xformx10k.htm] FORM [added: 10-K]

For the fiscal year ended December 31, [removed: 2017][added: 2018]

[removed: ][added: ]

Indicate by check mark whether the registrant has submitted electronically [removed: and posted on its corporate website, if any,] every Interactive Data File required to be submitted [removed: and posted] pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit [removed: and post] such files).

| Non-accelerated filer [removed: o(Do not check if a smaller reporting company)] [added: o] | | Smaller reporting company o |

The aggregate market value of the registrant's common stock held by non-affiliates on June 30, [removed: 2017] [added: 2018] (based on closing stock price on the New York Stock Exchange as of such date) was approximately [removed: $45.6] [added: $36.6] billion.

As of [removed: February 1, 2018,] [added: January 31, 2019,] there were [removed: 350,706,285] [added: 344,431,630] shares of Kimberly-Clark common stock outstanding.

Certain information contained in the definitive Proxy Statement for Kimberly-Clark's Annual Meeting of Stockholders to be held on May [removed: 10, 2018] [added: 2, 2019] is incorporated by reference into Part III.

| Item 1. | [removed: [Business](#s0CEDB9908A5E545A93179A057A58DA95)] [added: [Business](#s15BA8821A74D54E591EC86710A3BA34B)] | [removed: [1](#s0CEDB9908A5E545A93179A057A58DA95)] [added: [1](#s15BA8821A74D54E591EC86710A3BA34B)] |

| Item 1A. | [Risk [removed: Factors](#s913DD7C157815F22822CE31FC4E537B7)] [added: Factors](#sD6483F0083FB57338DE34ECD67B316D7)] | [removed: [3](#s913DD7C157815F22822CE31FC4E537B7)] [added: [2](#sD6483F0083FB57338DE34ECD67B316D7)] |

| Item 1B. | [Unresolved Staff [removed: Comments](#s28B30374AEB851B2933F200094F24D06)] [added: Comments](#s8A2C64B7AA055EF28FA02BAFCB68C348)] | [removed: [6](#s28B30374AEB851B2933F200094F24D06)] [added: [6](#s8A2C64B7AA055EF28FA02BAFCB68C348)] |

| Item 2. | [removed: [Properties](#s8D902AFB8A9E5D1E9980574DEFE77AF0)] [added: [Properties](#sD8F44A3CA36451D7A470AC2E43317CAB)] | [removed: [6](#s8D902AFB8A9E5D1E9980574DEFE77AF0)] [added: [6](#sD8F44A3CA36451D7A470AC2E43317CAB)] |

| Item 3. | [Legal [removed: Proceedings](#s7EAC7D1C41B05D4D85E728E8397F5C15)] [added: Proceedings](#sD51FE6D1AEB05BEB90FFB16676624E10)] | [removed: [7](#s7EAC7D1C41B05D4D85E728E8397F5C15)] [added: [7](#sD51FE6D1AEB05BEB90FFB16676624E10)] |

| Item 4. | [Mine Safety [removed: Disclosures](#s1AC301C446025A60A94257590BF274B6)] [added: Disclosures](#s78EFFA522FD3534CBF5C01267A0927B0)] | [removed: [7](#s1AC301C446025A60A94257590BF274B6)] [added: [7](#s78EFFA522FD3534CBF5C01267A0927B0)] |

| | [Executive Officers of the [removed: Registrant](#s9D6AA49974565836BCB823B988B00422)] [added: Registrant](#s83B32F097AA6582E9EDDA8CF65F534EF)] | [removed: [7](#s9D6AA49974565836BCB823B988B00422)] [added: [7](#s83B32F097AA6582E9EDDA8CF65F534EF)] |

| Item 5. | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#s31B63E98951453539BF6C0D9B4D4A85F)] [added: Securities](#s6E2A7043FC1554E4A7F520039875EA43)] | [removed: [9](#s31B63E98951453539BF6C0D9B4D4A85F)] [added: [9](#s6E2A7043FC1554E4A7F520039875EA43)] |

| Item 6. | [Selected Financial [removed: Data](#s847377AE663E5361B380622C9E0FF6A4)] [added: Data](#sD611FA0BAD82529FA69C5D2773051823)] | [removed: [10](#s847377AE663E5361B380622C9E0FF6A4)] [added: [10](#sD611FA0BAD82529FA69C5D2773051823)] |

| Item 7. | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#sC0EBBDA166C85B7EACA39726BAAF919D)] [added: Operations](#sA56B7EE62E875FBEB2BC5CB9EF8EA894)] | [removed: [11](#sC0EBBDA166C85B7EACA39726BAAF919D)] [added: [11](#sA56B7EE62E875FBEB2BC5CB9EF8EA894)] |

| Item 7A. | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#s3BEC8AB36FA3542D8B3AA3B8EEAC2ADB)] [added: Risk](#s7C139170AA2650DCBCA3F6B09A00A392)] | [removed: [24](#s3BEC8AB36FA3542D8B3AA3B8EEAC2ADB)] [added: [24](#s7C139170AA2650DCBCA3F6B09A00A392)] |

| Item 8. | [Financial Statements and Supplementary [removed: Data](#s501225A165EB5108905380F875C7299D)] [added: Data](#sD826197EFD03584CB06D0E1120CB0BAA)] | [removed: [26](#s501225A165EB5108905380F875C7299D)] [added: [26](#sD826197EFD03584CB06D0E1120CB0BAA)] |

| Item 9. | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#s4B1E92B35D7B5610A225F22EB8C95086)] [added: Disclosure](#sA7F61438AFF0517EB8B27542F6A161C6)] | [removed: [57](#s4B1E92B35D7B5610A225F22EB8C95086)] [added: [58](#sA7F61438AFF0517EB8B27542F6A161C6)] |

| Item 9A. | [Controls and [removed: Procedures](#s4877492E3BAF53728A9993B65A4824C0)] [added: Procedures](#s82850BD67D8654C2A543B276BB7C1CB0)] | [removed: [57](#s4877492E3BAF53728A9993B65A4824C0)] [added: [58](#s82850BD67D8654C2A543B276BB7C1CB0)] |

| Item 9B. | [Other [removed: Information](#sB2F9379489B450CCA1D3E6115D1A4143)] [added: Information](#sB8555F4F350451B9BD92B462FCA6843C)] | [removed: [58](#sB2F9379489B450CCA1D3E6115D1A4143)] [added: [59](#sB8555F4F350451B9BD92B462FCA6843C)] |

| Item 10. | [Directors, Executive Officers and Corporate [removed: Governance](#s447FF0F3621B5FFEAA7AA09ACFD962B1)] [added: Governance](#sBB3A56199F68560A825DE738B19B02BF)] | [removed: [59](#s447FF0F3621B5FFEAA7AA09ACFD962B1)] [added: [60](#sBB3A56199F68560A825DE738B19B02BF)] |

| Item 11. | [Executive [removed: Compensation](#sDBC998C813BA5F9DA6EF65736E31499F)] [added: Compensation](#sA66C7C1769895DD1BBA4DCB77C2D6CC9)] | [removed: [59](#sDBC998C813BA5F9DA6EF65736E31499F)] [added: [60](#sA66C7C1769895DD1BBA4DCB77C2D6CC9)] |

| Item 12. | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#sF09ADC8AC8095D43AD60ACA3BBF499C1)] [added: Matters](#sADACB447B7135A3DA95300BEBAA4D554)] | [removed: [59](#sF09ADC8AC8095D43AD60ACA3BBF499C1)] [added: [60](#sADACB447B7135A3DA95300BEBAA4D554)] |

| Item 13. | [Certain Relationships and Related Transactions, and Director [removed: Independence](#s2700F14D7D5C5295A089906534BE5200)] [added: Independence](#s6577580B8AB3554EB8FC68D826C848B9)] | [removed: [59](#s2700F14D7D5C5295A089906534BE5200)] [added: [60](#s6577580B8AB3554EB8FC68D826C848B9)] |

| Item 14. | [Principal Accountant Fees and [removed: Services](#s1E6535301EEA595889A94DBF2126DE88)] [added: Services](#sFDB698AFF28252538B9FCAC0BFA3CD2A)] | [removed: [59](#s1E6535301EEA595889A94DBF2126DE88)] [added: [60](#sFDB698AFF28252538B9FCAC0BFA3CD2A)] |

| Item 15. | [Exhibits, Financial Statement [removed: Schedules](#sCCC4F4A36E8F5A57BC51C2F92CF7A4C3)] [added: Schedules](#s25C31D17BC3651E999103CF902BCBCB4)] | [removed: [60](#sCCC4F4A36E8F5A57BC51C2F92CF7A4C3)] [added: [61](#s25C31D17BC3651E999103CF902BCBCB4)] |

| Item 16. | [Form 10-K [removed: Summary](#s15c6f8950dc34689848514bffdc9cab1)] [added: Summary](#s39A99B465D0F5E8AA5C5A2BDC2B460F8)] | [removed: [62](#s15c6f8950dc34689848514bffdc9cab1)] [added: [63](#s39A99B465D0F5E8AA5C5A2BDC2B460F8)] |

| | | KIMBERLY-CLARK CORPORATION - [removed: 2017] [added: 2018] Annual Report |

| [Signatures](#s4FEE4CB47929522FBACB7582CBCB87CF) | | [64](#s4FEE4CB47929522FBACB7582CBCB87CF) |

| [Signatures](#s31B584D4D97D5FA0B4E7F646A4696603) | | [63](#s31B584D4D97D5FA0B4E7F646A4696603) |

At December 31, [removed: 2017,] [added: 2018,] we own or lease:

| • | [removed: four] [added: five] global business service centers at one U.S. and [removed: three] [added: four] international locations. |

| | 6 | KIMBERLY-CLARK CORPORATION - [removed: 2017] [added: 2018] Annual Report |

| North America (in [removed: 16] [added: 15] states in the U.S.) | [removed: 32] [added: 31] | |

| Outside North America | [removed: 61] [added: 58] | |

| Total (in [removed: 38] [added: 35] countries) | [removed: 93] [added: 89] | |

Many of these facilities produce multiple [removed: products.][added: products, some across multiple segments.]

Consumer tissue and KCP products are produced in [removed: 55] [added: 53] facilities and personal care products are produced in [removed: 51] [added: 50] facilities.

The list of properties above has not been reduced for any manufacturing facilities contemplated for closure or sale in the 2018 Global Restructuring Program.

The names and ages of our executive officers as of February [removed: 8, 2018,] [added: 7, 2019,] together with certain biographical information, are as follows:

Achal Agarwal, [removed: 58,] [added: 59,] was elected President, K-C Asia-Pacific in 2012.

[removed: Allgaier, 59,] [added: Underhill, 54,] was elected Group President, K-C North America in [removed: April 2017.][added: May 2018.]

[removed: Mr. Allgaier] [added: Ms. MacQuillan] joined Kimberly-Clark from Mars Incorporated, a manufacturer of confectionery, pet food, and other food products, where [removed: he] [added: she] served from [removed: 2016 to 2017 as President, Global Veterinary Health, and from 2012] [added: 2009] to 2015 as [added: Global Vice] President, [removed: North America Petcare.][added: Supply Chain, responsible for manufacturing, engineering and logistics for Mars’ Global Petcare business.]

Scott Boston, [removed: 55,] [added: 56,] was elected Senior Vice President and Chief Human Resources Officer in [removed: January] 2017.

From 2011 to April 2016, his title was Vice President [removed: HR-K-C] [added: HR K-C] International and from April 2016 to December [removed: 2017,] [added: 2016,] his title was Vice President of Global Talent Management, HR Strategy & Operations.

He is responsible for our consumer business in our [removed: Europe, Middle East & Africa] [added: EMEA] region.

Sergio Cruz, [removed: 51,] [added: 52,] was elected President, K-C Latin America in [removed: January] 2017.

From 2014 to January 2017, Mr. Cruz served as Vice President, K-C [removed: Latin America -] Brazil and from 2011 to 2013, he served as Managing [removed: Director,] [added: Director and Vice President,] K-C Eastern Europe.

Falk, [removed: 59,] [added: 60,] was elected [added: Executive] Chairman of the Board [removed: and Chief Executive Officer] in [removed: 2003 and President and Chief Executive Officer in 2002.][added: January 2019.]

[removed: Prior to that, he] [added: He] served as President and Chief Operating Officer [removed: since 1999.][added: from 1999 to 2002.]

Mr. Falk previously had been elected Group [removed: President -] [added: President,] Global Tissue, Pulp and Paper in 1998, where he was responsible for our global tissue businesses.

| | 7 | KIMBERLY-CLARK CORPORATION - [removed: 2017] [added: 2018] Annual Report |

[added: Earlier in] his career, Mr. Falk had responsibility for our North American Infant Care, Child Care and Wet Wipes businesses.

He also serves on the board of directors of Lockheed Martin Corporation, [added: the Federal Reserve Bank of Dallas,] Catalyst Inc., the Global Consumer Goods Forum, and the University of Wisconsin Foundation, and serves as a governor of the Boys & Girls Clubs of America.

Maria Henry, [removed: 51,] [added: 52,] was elected Senior Vice President and Chief Financial Officer in 2015.

Hsu, [removed: 53,] [added: 54,] was elected [removed: President and] Chief [removed: Operating] [added: Executive] Officer [removed: and a member of the Board] in January [removed: 2017.][added: 2019.]

[removed: He is] [added: Prior to that, he served as President and Chief Operating Officer since 2017, where he was] responsible for the day-to-day operations of our business units, along with our global innovation, marketing and supply chain functions.

He served as Group [removed: President -] [added: President,] K-C North America from 2013 to 2016, where he was responsible for our consumer business in North America, as well as leading the development of new business strategies for global nonwovens.

From 2012 to 2013, his title was Group [removed: President -] [added: President,] North America Consumer Products.

Prior to joining Kimberly-Clark, Mr. Hsu served as Executive Vice President and Chief Commercial Officer of Kraft Foods, Inc., [removed: a North American grocery manufacturing and processing conglomerate,] from January 2012 to July 2012, as President of Sales, Customer Marketing and Logistics from 2010 to 2012 and as President of its grocery business unit from 2008 to 2010.

Sandra MacQuillan, [removed: 51,] [added: 52,] was elected Senior Vice President and Chief Supply Chain Officer in 2015.

[added: Jeffrey] Melucci, [removed: 47,] [added: 48,] was elected Senior Vice President - General Counsel in [removed: September] 2017.

Palmer, [removed: 58,] [added: 59,] was elected President - Global Brands and Innovation in 2012.

[removed: Underhill, 53,] [added: Aaron Powell, 47,] was elected President of K-C Professional in [removed: 2014.][added: May 2018.]

From [added: 2014 to May 2018, she served as President of K-C Professional, and from] 2011 to 2014, she served as President, Consumer Europe.

[removed: She] [added: He] is responsible for our global professional business, which includes commercial tissue and wipers, skin care, safety and do-it-yourself products.

| | 8 | KIMBERLY-CLARK CORPORATION - [removed: 2017] [added: 2018] Annual Report |

Prior to that, he served as Chairman of the Board and Chief Executive Officer since 2003 and as President and Chief Executive Officer from 2002 to 2003.

He has been a director of Kimberly-Clark since 2017.

From April 2018 to May 2018, he served as President, K-C Europe, Middle East & Africa (EMEA) and from 2016 to April 2018, he led our K-C Professional operations in North America.

Prior to that, Mr. Powell held a number of positions of increasing responsibility within our EMEA operations, including Vice President and Managing Director, Central & Eastern Europe.

Mr. Powell joined Kimberly-Clark in 2007.

She is responsible for our consumer business in North America.

Tristram Wilkinson, 50, was elected President, K-C EMEA in August 2018.

From 2016 to August 2018, he served as Vice President and Managing Director, Central & Eastern Europe.

Prior to that, Mr. Wilkinson held a number of positions of increasing responsibility within our EMEA operations, including Vice President and Managing Director, United Kingdom & Ireland.

Mr. Wilkinson joined Kimberly-Clark in 1995.

Larry P.

Prior to joining Mars, Mr. Allgaier served from 2009 to 2012 as Chief Executive Officer of New Chapter, Inc., a vitamin, mineral and supplement company, and from 2003 to 2009 as President and Chief Executive Officer of the Over the Counter Medicines Unit at Novartis AG.

He began his career at The Procter & Gamble Company.

Gustavo Calvo Paz, 56, was elected President, K-C Europe, Middle East & Africa in 2014.

From 2010 to 2014, he served as President, K-C Middle East, Eastern Europe & Africa.

Mr. Calvo Paz joined Kimberly-Clark in 1996 and has held a number of positions with increasing responsibility within our international business operations.

Earlier in

Ms. MacQuillan joined Kimberly-Clark from Mars Incorporated where she served from 2009 to 2015 as Global Vice President, Supply Chain, responsible for manufacturing, engineering and logistics for Mars’ Global Petcare business.

Jeffrey P.

As of [removed: February 1, 2018,] [added: January 31, 2019,] we had [removed: 20,540] [added: 19,734] holders of record of our common stock.

During [removed: 2017,] [added: 2018,] we repurchased [removed: 7.2] [added: 7.3] million shares of our common stock at a cost of [removed: $900] [added: $800] through a broker in the open market.

The following table contains information for shares repurchased during the fourth quarter of [removed: 2017.][added: 2018.]

| Period [removed: (2017)] [added: (2018)] | | Total Number of Shares Purchased(a) | | | Average Price Paid Per Share | | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | | | Maximum Number of Shares That May Yet Be Purchased Under the Plans or Programs | |

| | 9 | KIMBERLY-CLARK CORPORATION - [removed: 2017] [added: 2018] Annual Report |

| October 1 to October 31 | | 800,200 | | | $ | 109.08 | | | 23,190,144 | | | 16,809,856 | |

| November 1 to November 30 | | 546,200 | | | 110.33 | | | | 23,736,344 | | | 16,263,656 | |

| December 1 to December 31 | | 457,000 | | | 113.56 | | | | 24,193,344 | | | 15,806,656 | |

| Total | | 1,803,400 | | | | | | | | | | | |

The dividend and market price data included in Item 7, MD&A "Unaudited Quarterly Data," are incorporated in this Item 5 by reference.

| October 1 to October 31 | | 350,000 | | | $ | 115.44 | | | 16,375,346 | | | 23,624,654 | |

| November 1 to November 30 | | 340,400 | | | 114.59 | | | | 16,715,746 | | | 23,284,254 | |

| December 1 to December 31 | | 172,100 | | | 119.49 | | | | 16,887,846 | | | 23,112,154 | |

| Total | | 862,500 | | | | | | | | | | | |

| | [removed: 2017(a)] [added: 2018(a)] | | | | [removed: 2016(b)] [added: 2017(b)] | | | | [removed: 2015(c)] [added: 2016(c)] | | | | [removed: 2014(d)] [added: 2015(d)] | | | | [removed: 2013(e)] [added: 2014(e)] | | |

| Share of Net Income of Equity Companies | [removed: 104] [added: 103] | | | | [removed: 132] [added: 104] | | | | [removed: 149] [added: 132] | | | | [removed: 146] [added: 149] | | | | [removed: 205] [added: 146] | | |

| Income from Continuing Operations | [removed: 2,319] [added: 1,445] | | | | [removed: 2,219] [added: 2,319] | | | | [removed: 1,066] [added: 2,219] | | | | [removed: 1,545] [added: 1,066] | | | | [removed: 2,018] [added: 1,545] | | |

| Income from Discontinued Operations, Net of Income Taxes | — | | | | — | | | | — | | | | [removed: 50] [added: —] | | | | [removed: 203] [added: 50] | | |

| Net Income | [removed: 2,319] [added: 1,445] | | | | [removed: 2,219] [added: 2,319] | | | | [removed: 1,066] [added: 2,219] | | | | [removed: 1,595] [added: 1,066] | | | | [removed: 2,221] [added: 1,595] | | |

| Net Income Attributable to Noncontrolling Interests in Continuing Operations | [removed: (41] [added: (35] | | ) | | [removed: (53] [added: (41] | | ) | | (53 | | ) | | [removed: (69] [added: (53] | | ) | | [removed: (79] [added: (69] | | ) |

| Net Income Attributable to Kimberly-Clark Corporation | [removed: 2,278] [added: 1,410] | | | | [removed: 2,166] [added: 2,278] | | | | [removed: 1,013] [added: 2,166] | | | | [removed: 1,526] [added: 1,013] | | | | [removed: 2,142] [added: 1,526] | | |

| Continuing operations | [removed: 6.44] [added: 4.05] | | | | [removed: 6.03] [added: 6.44] | | | | [removed: 2.78] [added: 6.03] | | | | [removed: 3.94] [added: 2.78] | | | | [removed: 5.05] [added: 3.94] | | |

| Discontinued operations | — | | | | — | | | | — | | | | [removed: 0.13] [added: —] | | | | [removed: 0.53] [added: 0.13] | | |

| Net income | [removed: 6.44] [added: 4.05] | | | | [removed: 6.03] [added: 6.44] | | | | [removed: 2.78] [added: 6.03] | | | | [removed: 4.07] [added: 2.78] | | | | [removed: 5.58] [added: 4.07] | | |

| Continuing operations | [removed: 6.40] [added: 4.03] | | | | [removed: 5.99] [added: 6.40] | | | | [removed: 2.77] [added: 5.99] | | | | [removed: 3.91] [added: 2.77] | | | | [removed: 5.01] [added: 3.91] | | |

| Discontinued operations | — | | | | — | | | | — | | | | [removed: 0.13] [added: —] | | | | [removed: 0.52] [added: 0.13] | | |

| Net income | [removed: 6.40] [added: 4.03] | | | | [removed: 5.99] [added: 6.40] | | | | [removed: 2.77] [added: 5.99] | | | | [removed: 4.04] [added: 2.77] | | | | [removed: 5.53] [added: 4.04] | | |

| Declared | [removed: 3.88] [added: 4.00] | | | | [removed: 3.68] [added: 3.88] | | | | [removed: 3.52] [added: 3.68] | | | | [removed: 3.36] [added: 3.52] | | | | [removed: 3.24] [added: 3.36] | | |

| Paid | [removed: 3.83] [added: 3.97] | | | | [removed: 3.64] [added: 3.83] | | | | [removed: 3.48] [added: 3.64] | | | | [removed: 3.33] [added: 3.48] | | | | [removed: 3.17] [added: 3.33] | | |

| Total Assets | [removed: 15,151] [added: 14,518] | | | | [removed: 14,602] [added: 15,151] | | | | [removed: 14,842] [added: 14,602] | | | | [removed: 15,526] [added: 14,842] | | | | [removed: 18,919] [added: 15,526] | | |

| Long-Term Debt | [removed: 6,472] [added: 6,247] | | | | [removed: 6,439] [added: 6,472] | | | | [removed: 6,106] [added: 6,439] | | | | [removed: 5,630] [added: 6,106] | | | | [removed: 5,386] [added: 5,630] | | |

| Total Stockholders' Equity | [removed: 882] [added: (46] | | [added: )] | | [removed: 117] [added: 882] | | | | [removed: 40] [added: 117] | | | | [removed: 999] [added: 40] | | | | [removed: 5,140] [added: 999] | | |

| [removed: (a)] [added: (b)] | Results include other expense of $24 and an income tax benefit of $85 for [removed: 2017] U.S. tax reform [removed: and] related matters. See Item 8, Notes [removed: 4] [added: 5] and [removed: 11] [added: 12] to the consolidated financial statements for details. |

| [removed: (b)] [added: (c)] | Results include other income of $11 related to an updated assessment of the deconsolidation of our Venezuelan operations. Additionally, results were negatively impacted by pre-tax charges of $35, $27 after tax, related to the 2014 Organization Restructuring. See Item 8, Notes 1 and [removed: 2] [added: 3] to the consolidated financial statements for details. |

| [removed: (c)] [added: (d)] | Results include pre-tax charges related to pension settlements of $1,358, $835 after tax, a $45 nondeductible charge related to the remeasurement of the Venezuelan balance sheet and a pre-tax charge of $108, $102 after tax, related to the deconsolidation of our Venezuelan operations. Additionally, results were negatively impacted by pre-tax charges of $63, $42 after tax, related to the 2014 Organization Restructuring, and nondeductible charges of $23 related to the restructuring of operations in Turkey. Also included is an income tax charge of $49 related to prior years as a result of an updated assessment of uncertain tax positions in certain of our international operations. [removed: See Item 8, Notes 1, 2, 6 and 11 to the consolidated financial statements for details.] |

| [removed: (d)] [added: (e)] | Results include pre-tax charges of $133, $95 after tax, related to the 2014 Organization Restructuring, pre-tax charges of $33, $30 after tax, related to European strategic changes, a nondeductible charge of $462 related to the remeasurement of the Venezuelan balance sheet and a nondeductible charge of $35, $17 attributable to Kimberly-Clark Corporation, related to a regulatory dispute in the Middle East. Additionally, results were negatively impacted by pre-tax charges of $157, $138 after tax, for transaction and related costs associated with the spin-off of the health care business (classified in discontinued operations). |

| | 10 | KIMBERLY-CLARK CORPORATION - [removed: 2017] [added: 2018] Annual Report |

| Net Sales | $ | 18,486 | | | $ | 18,348 | | | $ | 18,287 | | | $ | 18,682 | | | $ | 19,817 | |

| Gross Profit | 5,597 | | | | 6,587 | | | | 6,691 | | | | 6,667 | | | | 6,752 | | |

| Operating Profit | 2,229 | | | | 3,358 | | | | 3,383 | | | | 3,038 | | | | 2,619 | | |

| (a) | Results include pre-tax charges of $1,036, $783 after tax, related to the 2018 Global Restructuring Program and a net charge of $117 associated with U.S. tax reform related matters. See Item 8, Notes 2 and 12 to the consolidated financial statements for details. |

| Net Sales | $ | 18,259 | | | $ | 18,202 | | | $ | 18,591 | | | $ | 19,724 | | | $ | 19,561 | |

| Gross Profit | 6,553 | | | | 6,651 | | | | 6,624 | | | | 6,683 | | | | 6,609 | | |

| Operating Profit | 3,299 | | | | 3,317 | | | | 1,613 | | | | 2,521 | | | | 2,903 | | |

| (e) | Results include pre-tax charges of $81, $66 after tax, related to European strategic changes. Additionally, results were negatively impacted by a $36 pre-tax charge, $26 after tax, related to the devaluation of the Venezuelan bolivar. |

| (Millions of dollars, except per share amounts) | | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | |

| Cost of products [removed: sold | | 11,706 | | | | 11,551 | | |] [added: sold:] | [removed: 11,967] | | |

| Marketing, research and general [removed: expenses | | 3,227 | | | | 3,326 | | |] [added: expenses:] | [removed: 3,443] | | |

| Other (income) and expense, net | | [removed: 27] [added: 1] | | | | [removed: 8] [added: 27] | | | | [removed: 1,568] [added: 8] | | |

| Interest income | | 10 | | | | [removed: 11] [added: 10] | | | | [removed: 17] [added: 11] | | |

| Interest expense | | [removed: (318] [added: (263] | | ) | | [removed: (319] [added: (318] | | ) | | [removed: (295] [added: (319] | | ) |

| Income Before Income Taxes and Equity Interests | | [removed: 2,991] [added: 1,813] | | | | [removed: 3,009] [added: 2,991] | | | | [removed: 1,335] [added: 3,009] | | |

| Provision for income taxes | | [removed: (776] [added: (471] | | ) | | [removed: (922] [added: (776] | | ) | | [removed: (418] [added: (922] | | ) |

| Income Before Equity Interests | | [removed: 2,215] [added: 1,342] | | | | [removed: 2,087] [added: 2,215] | | | | [removed: 917] [added: 2,087] | | |

| Share of net income of equity companies | | [removed: 104] [added: 103] | | | | [removed: 132] [added: 104] | | | | [removed: 149] [added: 132] | | |

| Net Income | | [removed: 2,319] [added: 1,445] | | | | [removed: 2,219] [added: 2,319] | | | | [removed: 1,066] [added: 2,219] | | |

| Net income attributable to noncontrolling interests | | [removed: (41] [added: (35] | | ) | | [removed: (53] [added: (41] | | ) | | (53 | | ) |

| Net Income Attributable to Kimberly-Clark Corporation | | $ | [removed: 2,278] [added: 1,410] | | | $ | [removed: 2,166] [added: 2,278] | | | $ | [removed: 1,013] [added: 2,166] | |

| Basic | | $ | [removed: 6.44] [added: 4.05] | | | $ | [removed: 6.03] [added: 6.44] | | | $ | [removed: 2.78] [added: 6.03] | |

| Diluted | | $ | [removed: 6.40] [added: 4.03] | | | $ | [removed: 5.99] [added: 6.40] | | | $ | [removed: 2.77] [added: 5.99] | |

| | 26 | KIMBERLY-CLARK CORPORATION - [removed: 2017] [added: 2018] Annual Report |

| (Millions of dollars) | | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | |

| Net Income | | $ | [removed: 2,319] [added: 1,445] | | | $ | [removed: 2,219] [added: 2,319] | | | $ | [removed: 1,066] [added: 2,219] | |

| Unrealized currency translation adjustments | | [removed: 517] [added: (428] | | [added: )] | | [removed: (107] [added: 517] | | [removed: )] | | [removed: (922] [added: (107] | | ) |

| Employee postretirement benefits | | [removed: 118] [added: 140] | | | | [removed: (113] [added: 118] | | [removed: )] | | [removed: 942] [added: (113] | | [added: )] |

| Other | | [removed: (45] [added: 51] | | [removed: )] | | [removed: 15] [added: (45] | | [added: )] | | [removed: 5] [added: 15] | | |

| Total Other Comprehensive Income (Loss), Net of Tax | | [removed: 590] [added: (237] | | [added: )] | | [removed: (205] [added: 590] | | [removed: )] | | [removed: 25] [added: (205] | | [added: )] |

| Comprehensive Income | | [removed: 2,909] [added: 1,208] | | | | [removed: 2,014] [added: 2,909] | | | | [removed: 1,091] [added: 2,014] | | |

| Comprehensive income attributable to noncontrolling interests | | [removed: (76] [added: (22] | | ) | | [removed: (44] [added: (76] | | ) | | [removed: (33] [added: (44] | | ) |

| Comprehensive Income Attributable to Kimberly-Clark Corporation | | $ | [removed: 2,833] [added: 1,186] | | | $ | [removed: 1,970] [added: 2,833] | | | $ | [removed: 1,058] [added: 1,970] | |

| | 27 | KIMBERLY-CLARK CORPORATION - [removed: 2017] [added: 2018] Annual Report |

| (Millions of dollars) | | [added: 2018 | | | |] 2017 | | | | 2016 | | |

| Cash and cash equivalents | | $ | [removed: 616] [added: 539] | | | $ | [removed: 923] [added: 616] | |

| Accounts receivable, net | | [removed: 2,315] [added: 2,164] | | | | [removed: 2,176] [added: 2,315] | | |

| Inventories | | [removed: 1,790] [added: 1,813] | | | | [removed: 1,679] [added: 1,790] | | |

| Other current assets | | [removed: 490] [added: 525] | | | | [removed: 337] [added: 490] | | |

| Total Current Assets | | [removed: 5,211] [added: 5,041] | | | | [removed: 5,115] [added: 5,211] | | |

| Property, Plant and Equipment, Net | | [removed: 7,436] [added: 7,159] | | | | [removed: 7,169] [added: 7,436] | | |

| Investments in Equity Companies | | [removed: 233] [added: 224] | | | | [removed: 257] [added: 233] | | |

| Goodwill | | [removed: 1,576] [added: 1,474] | | | | [removed: 1,480] [added: 1,576] | | |

| Other Assets | | [removed: 695] [added: 620] | | | | [removed: 581] [added: 695] | | |

| TOTAL ASSETS | | $ | [removed: 15,151] [added: 14,518] | | | $ | [removed: 14,602] [added: 15,151] | |

| Debt payable within one year | | $ | [removed: 953] [added: 1,208] | | | $ | [removed: 1,133] [added: 953] | |

| Trade accounts payable | | [removed: 2,834] [added: 3,190] | | | | [removed: 2,609] [added: 2,834] | | |

| Accrued expenses | | [removed: 1,730] [added: 1,793] | | | | [removed: 1,775] [added: 1,730] | | |

| Net Sales | | $ | 18,486 | | | $ | 18,348 | | | $ | 18,287 | |

| Cost of products sold | | 12,889 | | | | 11,761 | | | | 11,596 | | |

| Gross Profit | | 5,597 | | | | 6,587 | | | | 6,691 | | |

| Marketing, research and general expenses | | 3,367 | | | | 3,202 | | | | 3,300 | | |

| Operating Profit | | 2,229 | | | | 3,358 | | | | 3,383 | | |

| Nonoperating expense | | (163 | | ) | | (59 | | ) | | (66 | | ) |

| (Millions of dollars) | | 2018 | | | | 2017 | | |

| Retained earnings | | 5,947 | | | | 5,769 | | |

| Shares repurchased | | — | | | — | | | | — | | | | 7,495 | | | (820 | | ) | | — | | | | — | | | | — | | |

| Dividends declared ($4.00 per share) | | — | | | — | | | | — | | | | — | | | — | | | | (1,391 | | ) | | — | | | | (32 | | ) |

| Other | | — | | | — | | | | 5 | | | | — | | | — | | | | 159 | | | | (156 | | ) | | 1 | | |

| Balance at December 31, 2018 | | 378,597 | | | $ | 473 | | | $ | 548 | | | 33,635 | | | $ | (3,956 | ) | | $ | 5,947 | | | $ | (3,299 | ) | | $ | 241 | |

| Net income | | $ | 1,445 | | | $ | 2,319 | | | $ | 2,219 | |

| Asset impairments | | 74 | | | | — | | | | 2 | | |

| Net losses on asset dispositions | | 52 | | | | 21 | | | | 6 | | |

| Proceeds from dispositions of property | | 51 | | | | 3 | | | | 23 | | |

In prior years, we followed an accounting practice whereby costs associated with sales of K-C Professional dispensers were classified as a reduction in revenue, similar to sales incentives.

Effective January 1, 2018, we changed this practice and now classify these costs as cost of products sold.

This change resulted in an immaterial increase in net sales and cost of products sold and all applicable prior period amounts included in this filing have been recast accordingly.

Subsequent to the issuance of the December 31, 2017 financial statements, we identified an error in the recording of treasury stock retirements and disbursement transactions.

We have assessed these errors and determined they are immaterial as the correction does not result in any change to total stockholders’ equity or in the number of treasury shares reported and does not impact the consolidated statements of income, comprehensive income or cash flow for any period presented.

The correction of the cumulative error has been recorded as an adjustment to December 31, 2015 retained earnings, treasury stock and additional paid in capital in the amounts of $960, $968 and $8, respectively, and the prior period financial statements have been revised to reflect the correct amounts.

of the asset group.

In addition, effective January 1, 2018 for interim reporting, the estimated redemption value of consumer coupons and related expense are recorded when the related revenue from customers is realized.

In prior years, these costs were recognized at the time of coupon issuance.

Other income of $11 was recognized in 2016 related to the shut down of operations in that country and the finalization of the write-off of our investment in K-C Venezuela.

Adoption of Highly Inflationary Accounting in Argentina

GAAP guidance requires the use of highly inflationary accounting for countries whose cumulative three-year inflation exceeds 100 percent.

In the second quarter of 2018, published inflation indices indicated that the three-year cumulative inflation in Argentina exceeded 100 percent, and as of July 1, 2018, we elected to adopt highly inflationary accounting for our subsidiaries in Argentina (“K-C Argentina”).

Under highly inflationary accounting, K-C Argentina’s functional currency became the U.S. dollar, and its income statement and balance sheet have been measured in U.S. dollars using both current and historical rates of exchange.

The effect of changes in exchange rates on peso-denominated monetary assets and liabilities has been reflected in earnings in Other (income) and expense, net and was not material.

As of December 31, 2018, K-C Argentina had a small net peso monetary position.

Net sales of K-C Argentina were less than 2 percent of our consolidated net sales in 2018, 2017 and 2016.

Cash flows from derivatives are classified within the consolidated statement of cash flows in the same category as the items being hedged.

Cash flows from derivatives are classified within Operating Activities, except for derivatives designated as net investment hedges which are classified in Investing Activities.

The new guidance modifies the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans.

amendments in this ASU are effective for fiscal years beginning after December 15, 2020, with early adoption permitted.

We early adopted this ASU as of December 31, 2018, and applied it on a retrospective basis to all periods presented.

In 2018, the FASB issued ASU No. 2018-02, Income Statement-Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income.

This new standard permits entities to reclassify to retained earnings the tax effects stranded in accumulated other comprehensive income ("AOCI") as a result of U.S. tax reform.

| | | | | | | | | | | | | |

| Net Sales | | $ | 18,259 | | | $ | 18,202 | | | $ | 18,591 | |

| Gross Profit | | 6,553 | | | | 6,651 | | | | 6,624 | | |

| Operating Profit | | 3,299 | | | | 3,317 | | | | 1,613 | | |

| Cash Dividends Declared | | $ | 3.88 | | | $ | 3.68 | | | $ | 3.52 | |

| Retained earnings | | 6,730 | | | | 5,831 | | |

| Balance at December 31, 2014 | | 428,597 | | | $ | 536 | | | $ | 632 | | | 63,261 | | | $ | (5,597 | ) | | $ | 8,470 | | | $ | (3,312 | ) | | $ | 270 | |

| Shares repurchased | | — | | | — | | | | — | | | | 7,364 | | | (833 | | ) | | — | | | | — | | | | — | | |

| Shares retired | | (50,000 | ) | | (63 | | ) | | — | | | | (50,000 | ) | | 3,272 | | | | (3,209 | | ) | | — | | | | — | | |

| Dividends declared | | — | | | — | | | | — | | | | — | | | — | | | | (1,280 | | ) | | — | | | | (36 | | ) |

| Shares purchased from noncontrolling interest | | — | | | — | | | | (94 | | ) | | — | | | — | | | | — | | | | (12 | | ) | | (45 | | ) |

| Stock-based compensation | | 76 | | | | 77 | | | | 75 | | |

| Adjustments related to Venezuelan operations | | — | | | | (11 | | ) | | 153 | | |

| Shares purchased from noncontrolling interest | | — | | | | — | | | | (151 | | ) |

the magnitude of excess fair value over carrying amount from the previous quantitative impairment testing.

In addition, the estimated redemption value of consumer coupons is recorded at the time the coupons are issued and classified as a reduction in sales revenue.

The change resulted in the recognition of an after tax charge of $102 in 2015 and other income of $11 related to

an updated assessment in 2016.

In addition, we recorded a non-deductible charge of $45 in 2015 related to a balance sheet remeasurement.

In 2016, we wrote off our investment in K-C Venezuela and shut down operations in that country.

Any ineffective portion of cash flow hedges and net investment hedges is immediately recognized in income.

The new guidance simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows.

We adopted this standard as of January 1, 2017.

In 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force), providing guidance on eight specific cash flow statement classification matters.

We early adopted this standard as of January 1, 2017.

The adoption of this standard did not have a material impact on our cash flow statement.

In 2016, the FASB issued four amendments to the ASU.

The guidance is required to be adopted on either a full or modified retrospective basis.

As this standard did not have a material impact on our financial position, results of operations or cash flows on either a full or modified retrospective basis, we will not recast prior periods.

The ASU is to be applied on a modified retrospective basis, recognizing the effects in retained earnings as of the beginning of the year of adoption.

We adopted this standard as of January 1, 2018.

beginning after December 15, 2017, including interim periods within those annual periods.

Prior periods will be recast.

See Note 6 for more information about the net periodic benefit cost for pensions and other postretirement benefits and related service cost for the years ended December 31, 2017, 2016 and 2015.

The ASU requires additional disclosures.

The standard is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018.

The ASU requires adoption based upon a modified retrospective transition approach.

We will adopt this standard as of January 1, 2019.

Early adoption is permitted in any interim period.

which each of the financial instruments should trade.

As of December 31, [removed: 2017,] [added: 2018,] an evaluation was performed under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a - 15(e) and 15d - 15(e) of the Securities Exchange Act of 1934 (Exchange Act)).

Based on that evaluation, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective as of December 31, [removed: 2017.][added: 2018.]

We have assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2017.][added: 2018.]

Based on this assessment, management believes that, as of December 31, [removed: 2017,] [added: 2018,] our internal control over financial reporting is effective.

Deloitte & Touche LLP has audited the effectiveness of our internal control over financial reporting as of December 31, [removed: 2017,] [added: 2018,] and has expressed an unqualified opinion in their report, which appears in this report.

We have audited the internal control over financial reporting of Kimberly-Clark Corporation and subsidiaries (the “Corporation”) as of December 31, [removed: 2017,] [added: 2018,] based on criteria established in Internal Control [removed: –] [added: -] Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Corporation maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2017,] [added: 2018,] based on criteria established in Internal Control [removed: –] [added: -] Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets as of December 31, [removed: 2017] [added: 2018] and [removed: 2016,] [added: 2017,] the related consolidated statements of income, comprehensive income, stockholders' equity, and cash flows, for each of the three years in the period ended December 31, [removed: 2017,] [added: 2018,] of the Corporation and our report dated February [removed: 8, 2018,] [added: 7, 2019,] expressed an unqualified opinion on those financial statements.

| | [removed: 57] [added: 58] | KIMBERLY-CLARK CORPORATION - [removed: 2017] [added: 2018] Annual Report |

| February 7, 2019 |

| February 8, 2018 |

| | [removed: 58] [added: 59] | KIMBERLY-CLARK CORPORATION - [removed: 2017] [added: 2018] Annual Report |

The following sections of our [removed: 2018] [added: 2019] Proxy Statement for the Annual Meeting of Stockholders (the [removed: "2018] [added: "2019] Proxy Statement") are incorporated in this Item 10 by reference:

The information in the sections of our [removed: 2018] [added: 2019] Proxy Statement captioned "Compensation Discussion and Analysis," "Compensation Tables," "Director Compensation," "Corporate Governance - Compensation Committee Interlocks and Insider Participation" and "Other Information - CEO Pay Ratio Disclosure" is incorporated in this Item 11 by reference.

| | |

| --- | --- |

The information in the sections of our [removed: 2018] [added: 2019] Proxy Statement captioned "Compensation Tables - Equity Compensation Plan Information" and "Other Information - Security Ownership Information" is incorporated in this Item 12 by reference.

The information in the sections of our [removed: 2018] [added: 2019] Proxy Statement captioned "Other Information - Transactions with Related Persons" and "Corporate Governance - Director Independence" is incorporated in this Item 13 by reference.

The information in the sections of our [removed: 2018] [added: 2019] Proxy Statement captioned "Principal Accounting Firm Fees" and "Audit Committee Approval of Audit and Non-Audit Services" under "Proposal 2.

| | [removed: 59] [added: 60] | KIMBERLY-CLARK CORPORATION - [removed: 2017] [added: 2018] Annual Report |

| | [removed: 60] [added: 61] | KIMBERLY-CLARK CORPORATION - [removed: 2017] [added: 2018] Annual Report |

| Exhibit No. (10)n. | [Form of Award Agreements under 2011 Equity Participation Plan for Nonqualified Stock Options, incorporated by reference to Exhibit No. (10)n of the Corporation's Quarterly Report on Form 10-Q for the quarter ended June 30, [removed: 2017.*](http://www.sec.gov/Archives/edgar/data/55785/000005578517000057/kmb_10qxq2xexhibit10nx2017.htm)] [added: 2018.*](http://www.sec.gov/Archives/edgar/data/55785/000005578518000051/kmb_10qxq2xexhibit10nx2018.htm)] |

| Exhibit No. (10)q. | [Form of Award Agreements under 2011 Equity Participation Plan for Performance Restricted Stock Units, incorporated by reference to Exhibit No. (10)q of the Corporation's Quarterly Report on Form 10-Q for the quarter ended March 31, [removed: 2017.*](http://www.sec.gov/Archives/edgar/data/55785/000005578517000033/kmb_10qxq1xexhibit10qx2017.htm)] [added: 2018.*](http://www.sec.gov/Archives/edgar/data/55785/000005578518000028/kmb_10qxq1xexhibit10qx2018.htm)] |

| Exhibit No. (10)r. | [Form of Award Agreements under 2011 Equity Participation Plan for Time-Vested Restricted Stock Units, incorporated by reference to Exhibit No. (10)r of the Corporation's Quarterly Report on Form 10-Q for the quarter ended June 30, [removed: 2017.*](http://www.sec.gov/Archives/edgar/data/55785/000005578517000057/kmb_10qxq2xexhibit10rx2017.htm)] [added: 2018.*](http://www.sec.gov/Archives/edgar/data/55785/000005578518000051/kmb_10qxq2xexhibit10rx2018.htm)] |

| Exhibit No. [removed: (12).] [added: (21).] | [removed: [Computation of ratio] [added: [Subsidiaries] of [removed: earnings to fixed charges for] the [removed: five years ended December 31, 2017,] [added: Corporation,] filed [removed: herewith.](https://www.sec.gov/Archives/edgar/data/55785/000005578518000014/kmb_10kx2017xexhibit12.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/55785/000005578519000013/kmb_10kx2018xexhibit21.htm)] |

| Exhibit No. [removed: (21).] [added: (24).] | [removed: [Subsidiaries] [added: [Powers] of [removed: the Corporation,] [added: Attorney,] filed [removed: herewith.](https://www.sec.gov/Archives/edgar/data/55785/000005578518000014/kmb_10kx2017xexhibit21.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/55785/000005578519000013/kmb_10kx2018xexhibit24.htm)] |

| Exhibit No. (23). | [Consent of Independent Registered Public Accounting Firm, filed [removed: herewith.](https://www.sec.gov/Archives/edgar/data/55785/000005578518000014/kmb_10kx2017xexhibit23.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/55785/000005578519000013/kmb_10kx2018xexhibit23.htm)] |

| | [removed: 61] [added: 62] | KIMBERLY-CLARK CORPORATION - [removed: 2017] [added: 2018] Annual Report |

| Exhibit No. (31)a. | [Certification of Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), filed [removed: herewith.](https://www.sec.gov/Archives/edgar/data/55785/000005578518000014/kmb_10kxq4xexhibit31ax2017.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/55785/000005578519000013/kmb_10kxq4xexhibit31ax2018.htm)] |

| Exhibit No. (31)b. | [Certification of Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act, filed [removed: herewith.](https://www.sec.gov/Archives/edgar/data/55785/000005578518000014/kmb_10kxq4xexhibit31bx2017.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/55785/000005578519000013/kmb_10kxq4xexhibit31bx2018.htm)] |

| Exhibit No. (32)a. | [Certification of Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States Code, furnished [removed: herewith.](https://www.sec.gov/Archives/edgar/data/55785/000005578518000014/kmb_10kxq4xexhibit32ax2017.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/55785/000005578519000013/kmb_10kxq4xexhibit32ax2018.htm)] |

| Exhibit No. (32)b. | [Certification of Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States Code, furnished [removed: herewith.](https://www.sec.gov/Archives/edgar/data/55785/000005578518000014/kmb_10kxq4xexhibit32bx2017.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/55785/000005578519000013/kmb_10kxq4xexhibit32bx2018.htm)] |

| | |

| --- | --- |

| Exhibit No. (10)v. | [Tax Matters Agreement, dated October 31, 2014, between Halyard Health, Inc. and the Corporation, incorporated by reference to Exhibit No. 10.1 of the Corporation's Current Report on Form 8-K filed on November 5, 2014.](http://www.sec.gov/Archives/edgar/data/55785/000119312514397382/d815290dex101.htm) |

| Exhibit No. (24). | [Powers of Attorney, filed herewith.](https://www.sec.gov/Archives/edgar/data/55785/000005578518000014/kmb_10kx2017xexhibit24.htm) |

| | [removed: 62] [added: 63] | KIMBERLY-CLARK CORPORATION - [removed: 2017] [added: 2018] Annual Report |

| February [removed: 8, 2018] [added: 7, 2019] | By: | /s/ Maria Henry |

| /s/ [removed: Thomas J. Falk] [added: Michael D. Hsu] | | [removed: Chairman of the Board and] Chief Executive Officer and Director (principal executive officer) | February [removed: 8, 2018] [added: 7, 2019] |

| Thomas J. Falk | | [removed: |] [added: Ian C. Read] |

| /s/ Maria Henry | | Senior Vice President and Chief Financial Officer (principal financial officer) | February [removed: 8, 2018] [added: 7, 2019] |

| /s/ Michael T. Azbell | | Vice President and Controller (principal accounting officer) | February [removed: 8, 2018] [added: 7, 2019] |

| [removed: John F. Bergstrom | |] James M. Jenness | [added: | |]

| Michael D. Hsu | | [removed: Marc J. Shapiro] | [added: |]

| By: | /s/ Jeffrey [removed: P.] Melucci | | February [removed: 8, 2018] [added: 7, 2019] |

| | Jeffrey [removed: P.] Melucci Attorney-in-Fact | | |

| | [removed: 63] [added: 64] | KIMBERLY-CLARK CORPORATION - [removed: 2017] [added: 2018] Annual Report |

FOR THE YEARS ENDED DECEMBER 31, [removed: 2017, 2016] [added: 2018, 2017] AND [removed: 2015][added: 2016]

| Allowance for doubtful accounts | $ | [removed: 50] [added: 38] | | | $ | [removed: 12] [added: 15] | | | $ | [removed: (10] [added: (3] | ) | | $ | [removed: 2] [added: 14] | | (b) | $ | [removed: 50] [added: 36] | |

| Allowances for sales discounts | [removed: 16] [added: 18] | | | | [removed: 256] [added: 248] | | | | [removed: (1] [added: (4] | | ) | | [removed: 256] [added: 245] | | | (c) | [removed: 15] [added: 17] | | |

| | [removed: 64] [added: 65] | KIMBERLY-CLARK CORPORATION - [removed: 2017] [added: 2018] Annual Report |

| John F. Bergstrom | | Nancy J. Karch |

| Abelardo E. Bru | | Sherilyn S. McCoy |

| Fabian T. Garcia | | Marc J. Shapiro |

| December 31, 2018 | | | | | | | | | | | | | | | | | | | |

| December 31, 2018 | | | | | | | | | | | | | | | | | | | |

| Valuation allowance | $ | 176 | | | $ | 55 | | | $ | — | | | $ | 11 | | | $ | 220 | |

| Abelardo E. Bru | | Nancy J. Karch |

| Fabian T. Garcia | | Ian C. Read |

| December 31, 2015 | | | | | | | | | | | | | | | | | | | |

| Valuation allowance | $ | 215 | | | $ | 78 | | | $ | — | | | $ | 19 | | | $ | 274 | |