Kimberly-Clark (KMB) 10-K risk factor changes: FY2019 vs FY2018

| | 2 | KIMBERLY-CLARK CORPORATION [removed: - 2018] [added: *- 2019] Annual [removed: Report] [added: Report*] |

[removed: Significant] [added: Significant] increases in prices for raw materials, energy, transportation or other necessary supplies or services, without corresponding increases in our selling prices, could adversely affect our financial [removed: results.][added: results.]

[removed: These materials are subject to price fluctuations based] on changes in petroleum prices, availability and other factors, with these prices experiencing significant volatility in recent years.

There can be no assurance that our efforts to increase selling [removed: prices, such as our recently announced plans to increase net selling] prices [removed: across a majority of our North America consumer products businesses,] [added: in response to increased costs] will be successful.

[removed: Increasing] [added: Increasing] dependence on key retailers in Developed Markets and the emergence of new sales channels may adversely affect our [removed: business.][added: business.]

[removed: If we lose a significant customer or if sales of] our products to a significant customer materially decrease, our business, financial condition and results of operations may be adversely affected.

[removed: Intense] [added: Intense] competition for sales of our products, changes in consumer purchasing patterns and the inability to innovate or market our products effectively could have an adverse effect on our financial [removed: results.][added: results.]

Inherent risks in our competitive strategy include uncertainties concerning trade and consumer acceptance, the effects of consolidation within retailer and distribution channels, a growing e-commerce marketplace, [added: and] customers' and competitors' actions.

| | 3 | KIMBERLY-CLARK CORPORATION [removed: - 2018] [added: *- 2019] Annual [removed: Report] [added: Report*] |

Demand for our products may change based on many factors, including shifting consumer purchasing patterns to lower cost options such as private-label products and mid to lower-tier value products, low birth rates in certain countries due to slow economic growth or other factors, negative consumer response to pricing actions, consumer shifts in distribution from traditional retailers to e-tailers, [added: changing consumer preferences due to increased concerns in regard to post-consumer waste and packaging materials and their impact on environmental sustainability,] or other changes in consumer trends or habits.

[removed: There] [added: There] is no guarantee that our ongoing efforts to reduce costs will be [removed: successful.][added: successful.]

[removed: Our] [added: Our] international operations are subject to foreign market risks, including changes in foreign currency exchange rates, currency restrictions and political, social and economic instability, which may adversely affect our financial [removed: results.][added: results.]

About half of our net sales come from markets outside the U.S. We and our equity companies have manufacturing facilities in [removed: 35] [added: 34] countries, and sell products in more than 175 countries.

| • | Adverse political conditions. Risks related to political instability, expropriation, new or revised legal or regulatory constraints, difficulties in enforcing contractual and intellectual property rights, and potentially adverse tax consequences, including [removed: consequences] [added: the United Kingdom's withdrawal] from [removed: Brexit,] [added: the European Union (Brexit),] could adversely affect our financial results. |

| | 4 | KIMBERLY-CLARK CORPORATION [removed: - 2018] [added: *- 2019] Annual [removed: Report] [added: Report*] |

[removed: Government] [added: Government] regulations and enforcement, and potential litigation, could have an adverse effect on our financial [removed: results.][added: results.]

In addition, new or revised laws or regulations may alter the environment in which we do business, including [removed: the United Kingdom's withdrawal from the European Union,] [added: Brexit,] which could adversely impact our financial results.

[removed: If] [added: If] our information technology systems suffer interruptions, failures or breaches, [added: or we fail to comply with data privacy or similar regulations,] our business operations could be disrupted and we could face financial and reputational [removed: damage.][added: damage.]

Further, data privacy is subject to frequently changing rules and regulations regarding the handling of personal data, such as the General Data Protection Regulation [removed: ("GDPR") which was recently adopted by] [added: and] the [removed: European Union.][added: California Consumer Privacy Act.]

Any such event, or any failure to comply with [removed: the] [added: these data privacy] requirements [removed: 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.

These activities are subject to inherent risks such as natural disasters, power outages, fires or explosions, labor strikes, terrorism, [added: epidemics (including the ongoing coronavirus outbreak emanating from China),] pandemics, import restrictions, regional economic, business, environmental or political events, governmental regulatory requirements or nongovernmental voluntary actions in response to global climate change or other concerns regarding the sustainability of our business, which could [added: disrupt our supply chain and] impair our ability to manufacture or sell our products.

[removed: Disruptions or delays at these third-party manufacturers or service] providers [removed: due] to [removed: the reasons above or the failure of these manufacturers or service providers to] otherwise satisfactorily perform, could adversely impact our operations, sales, payments to our suppliers, employees, and others, and our ability to report financial and management information on a timely and accurate basis.

| | 5 | KIMBERLY-CLARK CORPORATION [removed: - 2018] [added: *- 2019] Annual [removed: Report] [added: Report*] |

[removed: Damage] [added: Damage] to the reputation of Kimberly-Clark or to one or more of our brands could adversely affect our [removed: business.][added: business.]

Our inability to address adverse publicity or other issues, including concerns about product safety, quality, [removed: efficacy] [added: efficacy, environmental impacts (including packaging, energy and water use and waste management) and other sustainability] or similar matters, or breaches of consumer, customer, supplier, employee or other confidential information, real or perceived, could negatively impact sentiment towards us and our products and brands, and our business and financial results could suffer.

Our business and results could also be negatively impacted by the effects of [removed: a significant product recall,] product-related litigation, allegations of product tampering or contamination, or the distribution and sale of counterfeit products.

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

[removed: We] [added: We] may divest or acquire product lines or businesses, which could impact our [removed: results.][added: results.]

If we lose a significant customer or if sales of

In addition, our products could face withdrawal, recall or other quality issues.

These materials are subject to price fluctuations based

Disruption in our supply chain or our manufacturing or distribution operations could adversely affect our business.

Disruptions or delays at these third-party manufacturers or service providers due to the reasons above or the failure of these manufacturers or service

Disruption in our supply chain or the failure of third-party providers to satisfactorily perform could adversely impact our operations.

[removed: Introduction][added: Introduction]

This discussion and analysis compares [removed: 2018 results to 2017, and 2017] [added: 2019] results to [removed: 2016.][added: 2018.]

Changes in foreign currency [added: exchange] rates and [removed: acquisitions and divestitures] [added: exited businesses] also impact the year-over-year change in net sales.

| • | Overview of [removed: 2018] [added: 2019] Results |

See Item 8, Note [removed: 1] [added: 4] to the consolidated financial statements for details.

| • | U.S. Tax Reform Related Matters - In 2018 [removed: and 2017,] we recognized a net charge [removed: and a net benefit, respectively,] associated with U.S. tax reform related matters. See Item 8, Note [removed: 12] [added: 11] to the consolidated financial statements for details. |

| | 11 | KIMBERLY-CLARK CORPORATION [removed: - 2018] [added: *- 2019] Annual [removed: Report] [added: Report*] |

[removed: Overview] [added: Overview] of [removed: Business][added: Business]

We are a global company focused on leading the world in essentials for a better life, with manufacturing facilities in [removed: 33] [added: 32] countries and products sold in more than 175 countries.

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

| • | In North America, organic sales increased 3 percent in [removed: K-C Professional] [added: both consumer products] and [removed: 1 percent] in [removed: consumer products.] [added: K-C Professional.] |

| • | Outside North America, organic sales [removed: increased 2] [added: rose 6] percent in D&E Markets and 1 percent in Developed Markets. |

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

| • | We continue to focus on generating cash flow and allocating capital to shareholders. Cash provided by operations was [removed: $3.0] [added: $2.7] billion in [removed: 2018.] [added: 2019.] We raised our dividend in [removed: 2018] [added: 2019] by [removed: 3.1] [added: 3] percent, the [removed: 46th] [added: 47th] consecutive annual increase in our dividend. Altogether, share repurchases and dividends in [removed: 2018] [added: 2019] amounted to $2.2 billion. |

[removed: Overview of 2018 Results][added: Overview of 2019 Results]

| • | Operating [removed: profit] [added: Profit] and Net Income Attributable to Kimberly-Clark [removed: Corporation] were [removed: $2,229 and $1,410 in 2018 and $3,358] [added: $2,991] and [removed: $2,278] [added: $2,157] in [removed: 2017,] [added: 2019,] respectively. |

| • | Diluted earnings per share were [removed: $4.03] [added: $6.24] in [removed: 2018] [added: 2019] compared to [removed: $6.40] [added: $4.03] in [removed: 2017.] [added: 2018.] Results in [removed: 2018 included] [added: 2019 include net] charges [removed: from] [added: of $0.72 related to] the 2018 Global Restructuring Program [removed: of $2.24] and a net [removed: charge] [added: gain] of [removed: $0.33 for U.S. tax reform] [added: $0.07] related [removed: matters.] [added: to the sale of property associated with a former manufacturing facility that was closed as part of a past restructuring.] Results in [removed: 2017 included] [added: 2018 include net charges of $2.24 related to the 2018 Global Restructuring Program and] a net [removed: benefit] [added: charge] of [removed: $0.17 from] [added: $0.33 for] U.S. tax reform related matters. |

| | 12 | KIMBERLY-CLARK CORPORATION [removed: - 2018] [added: *- 2019] Annual [removed: Report] [added: Report*] |

[removed: Results] [added: Results] of Operations and Related [removed: Information][added: Information]

This section presents a discussion and analysis of net sales, operating profit and other information relevant to an understanding of [removed: 2018] [added: 2019] results of operations.

[removed: Consolidated][added: Consolidated]

| [removed: Selected] [added: Selected] Financial [removed: Results] [added: Results] | [removed: Year] [added: Year] Ended December [removed: 31 | | | | | | |] [added: 31] | | | | | | | | | |

| | [removed: 2018 | | | | 2017 | | |] [added: 2019] | [removed: Change 2018 vs. 2017] | | | [removed: 2016] [added: 2018] | | | | [removed: Change 2017] [added: Change 2019] vs. [removed: 2016] [added: 2018] | |

| Net Sales: | | | | | | | | | | | [removed: | | | | | | |]

| North America | [removed: $ | 9,532 | | | $ | 9,437 | |] [added: $] | [removed: +1] [added: 9,735] | [removed: %] | | $ | [removed: 9,592] [added: 9,532] | | | [removed: \-2] [added: +2] | % |

| Outside North America | [removed: 9,256 | | | | 9,228 | | |] [added: 8,981] | [removed: —] | | | [removed: 9,002] [added: 9,256] | | | | [removed: +3] [added: \-3] | % |

| Intergeographic sales | [removed: (302 | | ) | | (317 | | ) |] [added: (266] | [removed: \-5] | [removed: %] [added: )] | | [removed: (307] [added: (302] | | ) | | [removed: +3] [added: \-12] | % |

| Total Net Sales | [removed: 18,486 | | | | 18,348 | | |] [added: 18,450] | [removed: +1] | [removed: %] | | [removed: 18,287] [added: 18,486] | | | | — | |

| Operating Profit: | | | | | | | | | | | [removed: | | | | | | |]

| North America | [removed: 2,215 | | | | 2,331 | | |] [added: 2,441] | [removed: \-5] | [removed: %] | | [removed: 2,372] [added: 2,215] | | | | [removed: \-2] [added: +10] | % |

| Outside North America | [removed: 1,127 | | | | 1,299 | | |] [added: 1,127] | [removed: \-13] | [removed: %] | | [removed: 1,264] [added: 1,127] | | | | [removed: +3] [added: —] | [removed: %] |

| Corporate & Other(a) | [removed: (1,112 | | ) | | (245 | | ) |] [added: (787] | [removed: N.M.] | [added: )] | | [removed: (245] [added: (1,112] | | ) | | N.M. | |

| Other (income) and expense, [removed: net(a) | 1] [added: net] | | [added: 1] | | [removed: 27] | | [added: (12] | | [removed: \-96] [added: )] | [removed: %] | [added: —] | [removed: 8] | | | [added: 13] | [removed: +238] | [removed: %] |

| Total Operating Profit | [removed: 2,229 | | | | 3,358 | | |] [added: 2,991] | [removed: \-34] | [removed: %] | | [removed: 3,383] [added: 2,229] | | | | [removed: \-1] [added: +34] | % |

| Provision for income taxes | [removed: (471 | | ) | | (776 | | ) |] [added: (576] | [removed: \-39] | [removed: %] [added: )] | | [removed: (922] [added: (471] | | ) | | [removed: \-16] [added: +22] | % |

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

| Net Income Attributable to Kimberly-Clark Corporation | [removed: 1,410 | | | | 2,278 | | |] [added: 2,157] | [removed: \-38] | [removed: %] | | [removed: 2,166] [added: 1,410] | | | | [removed: +5] [added: +53] | % |

| Diluted Earnings per Share | [removed: 4.03 | | | | 6.40 | | |] [added: 6.24] | [removed: \-37] | [removed: %] | | [removed: 5.99] [added: 4.03] | | | | [removed: +7] [added: +55] | % |

[removed: GAAP] [added: GAAP] to Non-GAAP Reconciliations of Selected Financial [removed: Results][added: Results]

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

For a discussion that compares our 2018 results to 2017, see Management's Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7 of our 2018 Annual Report on Form 10-K.

| • | Property Sale Gain - In the fourth quarter of 2019, we recognized a gain on the sale of property associated with a former manufacturing facility that was closed in 2012 as part of a past restructuring. |

| • | Net sales of $18.5 billion were even with the year-ago period. Organic sales increased 4 percent. Changes in foreign currency exchange rates reduced sales by 3 percent. |

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| | | As Reported | | | | 2018 Global Restructuring Program | | | | Property Sale Gain | | | | As Adjusted Non-GAAP | | |

| Cost of products sold | | $ | 12,415 | | | $ | 416 | | | $ | — | | | $ | 11,999 | |

| Gross Profit | | 6,035 | | | | (416 | | ) | | — | | | | 6,451 | | |

| Operating Profit | | 2,991 | | | | (321 | | ) | | 31 | | | | 3,281 | | |

| Nonoperating expense | | (91 | | ) | | (45 | | ) | | — | | | | (46 | | ) |

| Share of net income of equity companies | | 123 | | | | (2 | | ) | | — | | | | 125 | | |

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

| | | | | | | | | |

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| | | | | | | | | |

Adjusted operating profit was $3,281 in 2019, up 5 percent compared to $3,138 in 2018.

The comparison was impacted by unfavorable currency effects, $145 of higher input costs, other manufacturing cost increases, increased advertising spending and higher selling, general and administrative costs.

Other (income) and expense, net of $210 in 2019 primarily reflected gains on the sales of manufacturing facilities and associated real estate related to the 2018 Global Restructuring Program and property associated with a former manufacturing facility that was closed as part of a past restructuring.

The rate in 2019 included a net benefit of $47 related to a nonrecurring capital loss from a legal entity restructuring.

statements.

Adjusted earnings per share of $6.89 in 2019 increased 4 percent compared to $6.61 in 2018.

The increase was driven by higher adjusted operating profit, increased net income from equity companies and a lower share count, partially offset by a higher adjusted effective tax rate.

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| | | 2019 | | | | 2018 | | | | | | 2019 | | | | 2018 | | |

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| | | | | | | | | |

Volume growth was primarily driven by an increase in sales of adult care products, reflecting product innovations, increased brand investments and category growth.

The improvements in net selling prices and product mix were driven by baby and child care.

The improvements in product mix were primarily in China.

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| | | 2019 | | | | 2018 | | | | | | 2019 | | | | 2018 | | |

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| | |

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| • | Business Outlook |

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.

| | | |

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

| • | 2014 Organization Restructuring - In 2014, we initiated 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 3 to the consolidated financial statements for details. |

| • | Adjustment Related to Venezuelan Operations - Results in 2016 include other income related to the deconsolidation of our Venezuelan operations. See Item 8, Note 1 to the consolidated financial statements for details. |

Highlights for 2018 include the following:

| • | 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. |

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

| • | Net sales of $18.5 billion increased 1 percent compared to the prior year, as growth in organic sales of more than 1 percent was partially offset by unfavorable changes in foreign currency exchange rates. |

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| | | As Reported | | | | U.S. Tax Reform Related Matters | | | | As Adjusted Non-GAAP | | |

| Operating Profit | | 3,358 | | | | (24 | | ) | | 3,382 | | |

| Diluted Earnings per Share | | 6.40 | | | | 0.17 | | | | 6.23 | | |

| | | Twelve Months Ended December 31, 2016 | | | | | | | | | | | | | | |

| | | As Reported | | | | Charges for 2014 Organization Restructuring | | | | Adjustment Related to Venezuelan Operations | | | | As Adjusted Non-GAAP | | |

| Cost of products sold | | $ | 11,596 | | | $ | 6 | | | $ | — | | | $ | 11,590 | |

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

| Provision for income taxes | | (922 | | ) | | 8 | | | | — | | | | (930 | | ) |

| Effective tax rate | | 30.6 | | % | | — | | | | — | | | | 30.7 | | % |

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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.

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.

The adjusted effective tax rate was 21 percent in 2018 compared to 28.6 percent in 2017.

Adjusted earnings per share were $6.61 in 2018 and $6.23 in 2017, driven by higher earnings, including the benefit of a lower effective tax rate, along with a lower share count.

2017 vs. 2016

Net sales of $18.3 billion were up slightly compared to the year-ago period.

Favorable foreign currency exchange rates benefited sales by less than 1 percent.

Organic sales were similar year-on-year, as sales volumes increased about 1 percent.

Operating profit was $3,358 in 2017 and $3,383 in 2016.

Adjusted operating profit was $3,382 in 2017 and $3,407 in 2016.

[removed: Foreign] [added: *Foreign] Currency [removed: Risk][added: Risk*]

A portion of our foreign currency risk is managed [removed: by] [added: through] the systematic use of foreign currency forward [removed: and swap] contracts.

The use of these instruments [removed: allows] [added: supports] the management of transactional exposures to exchange rate fluctuations [removed: because] [added: as] the gains or losses incurred on the derivative instruments will offset, in whole or in part, [removed: losses or] gains [added: or losses] on the underlying foreign currency exposure.

As of December 31, [removed: 2018,] [added: 2019,] 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: 2018] [added: 2019] rates and the assumed rates.

As of December 31, [removed: 2018,] [added: 2019,] K-C Argentina had a small net peso monetary position and a 10 percent unfavorable change in the exchange rate would not be material.

As of December 31, [removed: 2018,] [added: 2019,] 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 $550.

| | [removed: 24] [added: 22] | KIMBERLY-CLARK CORPORATION [removed: - 2018] [added: *- 2019] Annual [removed: Report] [added: Report*] |

[added: 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.

[removed: Interest] [added: *Interest] Rate [removed: Risk][added: Risk*]

At December 31, [removed: 2018,] [added: 2019,] the long-term debt portfolio was comprised of primarily fixed-rate debt.

At December 31, [removed: 2018,] [added: 2019,] a 10 percent decrease in interest rates would have increased the fair value of fixed-rate debt by about [removed: $255,] [added: $210,] which would not have a significant impact on our financial statements as we do not record debt at fair value.

[removed: Commodity] [added: *Commodity] Price [removed: Risk][added: Risk*]

In some instances, we utilize negotiated short-term contract [removed: structures to reduce pulp] [added: structures, including fixed] price [removed: volatility,] [added: contracts, to manage volatility for a portion of our commodity costs,] but derivative instruments have not been used to manage these risks.

| | [removed: 25] [added: 23] | KIMBERLY-CLARK CORPORATION [removed: - 2018] [added: *- 2019] Annual [removed: Report] [added: Report*] |

We also utilize cross currency swaps and foreign denominated debt to hedge certain investments in foreign subsidiaries.

The gain or loss on these instruments are recognized in other comprehensive income to offset the change in value of the net investments being hedged.

In

[removed: Description] [added: Description] of [removed: Kimberly-Clark][added: Kimberly-Clark]

| • | [removed: Personal Care] [added: *Personal Care*] brands offer our consumers a trusted partner in caring for themselves and their families by delivering confidence, protection and discretion through a wide variety of innovative solutions and products such as disposable diapers, training and youth pants, swimpants, baby wipes, feminine and incontinence care products, and other related products. Products in this segment are sold under the Huggies, Pull-Ups, Little Swimmers, GoodNites, DryNites, Kotex, U by Kotex, Intimus, Depend, Plenitud, Poise and other brand names. |

| • | [removed: Consumer Tissue] [added: *Consumer Tissue*] offers a wide variety of innovative solutions and trusted brands that responsibly improve 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. |

| • | [removed: K-C Professional] [added: *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 KleenGuard are well known for quality and trusted to help people around the world work better. |

Net sales to Walmart Inc. as a percent of our consolidated net sales were approximately 14 percent in [removed: 2018, 2017] [added: 2019, 2018] and [removed: 2016.][added: 2017.]

[removed: Patents] [added: Patents] and [removed: Trademarks][added: Trademarks]

| | 1 | KIMBERLY-CLARK CORPORATION [removed: - 2018] [added: *- 2019] Annual [removed: Report] [added: Report*] |

[removed: Raw Materials][added: Raw Materials]

[removed: Competition][added: Competition]

[removed: Foreign] [added: Foreign] Market [removed: Risks][added: Risks]

[removed: Environmental Matters][added: Environmental Matters]

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: $36] [added: $33] and [removed: $16] [added: $34] in [removed: 2019] [added: 2020] and [removed: 2020,] [added: 2021,] 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: $117] [added: $113] in [removed: 2019] [added: 2020] and [removed: 2020.][added: $114 in 2021.]

[removed: Employees][added: Employees]

In our consolidated operations, we had approximately [removed: 41,000] [added: 40,000] employees as of December 31, [removed: 2018.][added: 2019.]

[removed: Available Information][added: Available Information]

We make financial information, news releases and other information available on our corporate website at [removed: www.kimberly-clark.com.][added: *www.kimberly-clark.com*.]

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.

See Item 8, Note 1 to the consolidated financial statements for details.

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

[removed: UNITED STATES][added: UNITED STATES]

[removed: SECURITIES] [added: SECURITIES] AND EXCHANGE [removed: COMMISSION][added: COMMISSION]

[removed: WASHINGTON,] [added: WASHINGTON,] D.C. [removed: 20549][added: 20549]

[removed: FORM 10-K][added: FORM 10-K]

| [removed: x] [added: ☒] | [removed: Annual] [added: Annual] Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of [removed: 1934] [added: 1934] |

[removed: For] [added: For] the fiscal year [removed: ended December] [added: ended December] 31, [removed: 2018][added: 2019]

| [removed: o] [added: ☐] | [removed: Transition] [added: Transition] Report Pursuant to Section 13 [removed: OR] [added: or] 15(d) of the Securities Exchange Act of [removed: 1934] [added: 1934] |

[removed: For] [added: For] the transition period from [removed: to][added: to]

[removed: ][added: ]

[removed: KIMBERLY-CLARK CORPORATION][added: KIMBERLY-CLARK CORPORATION]

[removed: (Exact] [added: (Exact] name of registrant as specified in its [removed: charter)][added: charter)]

| [removed: Delaware] [added: Delaware] | [removed: 1-225] | [removed: 39-0394230] [added: 39-0394230] |

| (State or other jurisdiction of incorporation) | [removed: (Commission file number)] | (I.R.S. Employer Identification No.) |

[removed: | P.O.] [added: P.O.] Box [removed: 619100, Dallas, Texas | | 75261-9100 |][added: 619100]

[removed: | (Address] [added: (Address] of principal executive [removed: offices) | | (Zip code) |][added: offices)]

[removed: Registrant's] [added: Registrant's] telephone number, including area code: [removed: (972) 281-1200][added: (972) 281-1200]

| Common [removed: Stock—$1.25 Par Value] [added: Stock-$1.25 par value] | [added: KMB] | New York Stock Exchange |

| [removed: (Title] [added: Title] of each [removed: class)] [added: class] | [added: Trading Symbol(s)] | [removed: (Name] [added: Name] of each exchange on which [removed: registered)] [added: registered] |

Yes [removed: x] [added: ☒] No [removed: o][added: ☐]

Yes [removed: o] [added: ☐] No [removed: x][added: ☒]

| Large [removed: accelerated filer x] [added: Accelerated Filer] | [added: ☒] | [added: |] Accelerated filer [removed: o] | [added: ☐ |]

| Non-accelerated filer [removed: o] | [added: ☐] | [added: |] Smaller reporting company [removed: o] | [added: ☐ |]

| | | [added: |] Emerging growth company [removed: o] | [added: ☐ |]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended [added: transition] period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

The aggregate market value of the registrant's common stock held by non-affiliates on June 30, [removed: 2018] [added: 2019] (based on closing stock price on the New York Stock Exchange as of such date) was approximately [removed: $36.6] [added: $45.9] billion.

As of January 31, [removed: 2019,] [added: 2020,] there were [removed: 344,431,630] [added: 341,795,666] shares of Kimberly-Clark common stock outstanding.

[removed: DOCUMENTS] [added: DOCUMENTS] INCORPORATED BY [removed: REFERENCE][added: REFERENCE]

Certain information contained in the definitive Proxy Statement for Kimberly-Clark's Annual Meeting of Stockholders to be held on [removed: May 2, 2019] [added: April 29, 2020] is incorporated by reference into Part III.

[removed: TABLE] [added: TABLE] OF [removed: CONTENTS][added: CONTENTS]

| | | [removed: Page] [added: Page] |

| Item 1. | [removed: [Business](#s15BA8821A74D54E591EC86710A3BA34B)] [added: [Business](#sF3B0961E02325B57BF2DE58984E3D1DD)] | [removed: [1](#s15BA8821A74D54E591EC86710A3BA34B)] [added: [1](#sF3B0961E02325B57BF2DE58984E3D1DD)] |

| Item 1A. | [Risk [removed: Factors](#sD6483F0083FB57338DE34ECD67B316D7)] [added: Factors](#s00764983554758BDBBCD67CEB075EC53)] | [removed: [2](#sD6483F0083FB57338DE34ECD67B316D7)] [added: [2](#s00764983554758BDBBCD67CEB075EC53)] |

| Item 1B. | [Unresolved Staff [removed: Comments](#s8A2C64B7AA055EF28FA02BAFCB68C348)] [added: Comments](#s59B7944FB0475A4CA14F1D33F40D29FC)] | [removed: [6](#s8A2C64B7AA055EF28FA02BAFCB68C348)] [added: [6](#s59B7944FB0475A4CA14F1D33F40D29FC)] |

| Item 2. | [removed: [Properties](#sD8F44A3CA36451D7A470AC2E43317CAB)] [added: [Properties](#sEC480DA0BCB0577784A95D2777CB2C8C)] | [removed: [6](#sD8F44A3CA36451D7A470AC2E43317CAB)] [added: [6](#sEC480DA0BCB0577784A95D2777CB2C8C)] |

| Item 3. | [Legal [removed: Proceedings](#sD51FE6D1AEB05BEB90FFB16676624E10)] [added: Proceedings](#s5873EC04ECBD592F8144FA5F5D10CB0D)] | [removed: [7](#sD51FE6D1AEB05BEB90FFB16676624E10)] [added: [6](#s5873EC04ECBD592F8144FA5F5D10CB0D)] |

| Item 4. | [Mine Safety [removed: Disclosures](#s78EFFA522FD3534CBF5C01267A0927B0)] [added: Disclosures](#s0277FD697818567AB2F4334F4150E42D)] | [removed: [7](#s78EFFA522FD3534CBF5C01267A0927B0)] [added: [6](#s0277FD697818567AB2F4334F4150E42D)] |

| Item 5. | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#s6E2A7043FC1554E4A7F520039875EA43)] [added: Securities](#s0FDD51ACF9405931A5ADE793EF039B07)] | [removed: [9](#s6E2A7043FC1554E4A7F520039875EA43)] [added: [9](#s0FDD51ACF9405931A5ADE793EF039B07)] |

| Item 6. | [Selected Financial [removed: Data](#sD611FA0BAD82529FA69C5D2773051823)] [added: Data](#sC81A3C2DC56B513FA14BCFDE94DD8685)] | [removed: [10](#sD611FA0BAD82529FA69C5D2773051823)] [added: [10](#sC81A3C2DC56B513FA14BCFDE94DD8685)] |

| Item 7. | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#sA56B7EE62E875FBEB2BC5CB9EF8EA894)] [added: Operations](#s47C40E1CF1EF598BB51936BE52496207)] | [removed: [11](#sA56B7EE62E875FBEB2BC5CB9EF8EA894)] [added: [11](#s47C40E1CF1EF598BB51936BE52496207)] |

| Item 7A. | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#s7C139170AA2650DCBCA3F6B09A00A392)] [added: Risk](#sF3560BF2286C574C85FAB00557F28B9F)] | [removed: [24](#s7C139170AA2650DCBCA3F6B09A00A392)] [added: [22](#sF3560BF2286C574C85FAB00557F28B9F)] |

Commission File Number 1-225

Dallas, TX

75261-9100

(Zip code)

| 0.625% Notes due 2024 | KMB24 | New York Stock Exchange |

Yes ☒ No ☐

Yes ☒ No ☐

| | | | | |

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

| | | | | |

Yes ☐ No ☒

KIMBERLY-CLARK CORPORATION

| | Information About Our [Executive Officers](#s1627815F24A059DD8DEA6E68909827EE) | [7](#s1627815F24A059DD8DEA6E68909827EE) |

| [Signatures](#s6DB54731578053089AF8B63671E798AC) | | [64](#s6DB54731578053089AF8B63671E798AC) |

10-K 1 kmb_2018xformx10k.htm FORM 10-K

| | |

or

| | | |

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

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. o

| | [Executive Officers of the Registrant](#s83B32F097AA6582E9EDDA8CF65F534EF) | [7](#s83B32F097AA6582E9EDDA8CF65F534EF) |

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

At December 31, [removed: 2018,] [added: 2019,] we own or lease:

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

| [removed: Geographic Area:] [added: Geographic Area:] | [removed: Number of Facilities] [added: Number of Facilities] | |

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

| Outside North America | [removed: 58] [added: 54] | |

| Total (in [removed: 35] [added: 34] countries) | [removed: 89] [added: 85] | |

Consumer tissue and KCP products are produced in [removed: 53] [added: 52] facilities and personal care products are produced in [removed: 50] [added: 47] facilities.

| | | |

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

| | 6 | KIMBERLY-CLARK CORPORATION - 2018 Annual Report |

The names and ages of our executive officers as of February [removed: 7, 2019,] [added: 13, 2020,] together with certain biographical information, are as follows:

[removed: Achal Agarwal, 59, was elected] [added: His current role is] President, K-C Asia-Pacific [added: to which he was elected] in 2012.

Scott [removed: Boston, 56,] [added: Boston, 57,] was elected Senior Vice President and Chief Human Resources Officer in 2017.

He is responsible for the design and implementation of all human capital strategies for Kimberly-Clark, including global compensation and benefits, talent management, diversity and inclusion, organizational effectiveness and [removed: corporate health services.][added: labor/employee relations.]

[removed: Sergio Cruz, 52,] [added: Sergio Cruz, 53,] was elected President, K-C Latin America in 2017.

[removed: Falk, 60,] [added: Hsu, 55,] was elected [added: Chief] Executive [added: Officer in January 2019 and] Chairman of the Board in January [removed: 2019.][added: 2020.]

[removed: Maria Henry, 52,] [added: Maria Henry, 53,] was elected Senior Vice President and Chief Financial Officer in 2015.

Prior to joining Kimberly-Clark, Ms. Henry served as Chief Financial Officer of Hillshire Brands [removed: Company, a branded food products company,] [added: Company] from 2012 to 2014, and Chief Financial Officer of Sara Lee Corporation’s North American Retail and Food Service business from 2011 to 2012.

[removed: Michael] [added: Michael] D.

[removed: Hsu, 54,] [added: Alison Lewis, 52,] was elected Chief [removed: Executive] [added: Growth] Officer in [removed: January] [added: July] 2019.

| | [removed: 7] [added: 6] | KIMBERLY-CLARK CORPORATION [removed: - 2018] [added: *- 2019] Annual [removed: Report] [added: Report*] |

[removed: Jeffrey Melucci, 48,] [added: Jeffrey Melucci, 49,] was elected Senior Vice President - General Counsel in 2017.

[removed: Aaron Powell, 47, was elected] [added: His current role is] President of K-C Professional [added: to which he was elected] in [removed: May] 2018.

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

[removed: Prior to that,] Mr. Powell [added: joined Kimberly-Clark in 2007 and has] held a number of positions of increasing responsibility within our EMEA operations, including Vice President and Managing Director, Central & Eastern Europe.

[removed: Kimberly] [added: Kimberly] K.

[removed: Underhill, 54,] [added: Underhill, 55,] was elected Group President, K-C North America in [removed: May] 2018.

[removed: Tristram Wilkinson, 50,] [added: Tristram Wilkinson, 51,] was elected President, K-C EMEA in [removed: August] 2018.

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

| | [removed: 8] [added: 7] | KIMBERLY-CLARK CORPORATION [removed: - 2018] [added: *- 2019] Annual [removed: Report] [added: Report*] |

| [removed: PART II] [added: PART II] | |

INFORMATION ABOUR OUR EXECUTIVE OFFICERS

Achal Agarwal, 60, will serve as Chief Transformation Officer effective March 1, 2020 and will be responsible for leading the strategy and roadmap for further building our global organizational capabilities and evolving our work practices to consistently deliver results.

J.

Ms. Lewis joined Kimberly-Clark from Johnson & Johnson, a health care products company, where she served as Chief Marketing Officer of the Global Consumer business since 2013.

Prior to her role at Johnson & Johnson, Ms. Lewis served as Chief Marketing Officer, Senior Vice President, North America at The Coca-Cola Company.

Aaron Powell, 48, will serve as President, K-C Asia-Pacific effective March 1, 2020.

Previously, he served as President, K-C Europe, Middle East &

| | | |

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

| | | |

| | 8 | KIMBERLY-CLARK CORPORATION *- 2019 Annual Report* |

EXECUTIVE OFFICERS OF THE REGISTRANT

J.

Thomas J.

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 served as President and Chief Operating Officer from 1999 to 2002.

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

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

Mr. Falk joined Kimberly-Clark in 1983 and has held other senior management positions.

He has been a director of Kimberly-Clark since 1999.

He also serves on the board of directors of Lockheed Martin Corporation, 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.

Mr. Hsu also serves on the board of trustees of United Way U.S.A.

Sandra MacQuillan, 52, was elected Senior Vice President and Chief Supply Chain Officer in 2015.

She is responsible for procurement, manufacturing, logistics, quality, safety and sustainability.

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

Anthony J.

Palmer, 59, was elected President - Global Brands and Innovation in 2012.

Previously, he served as Senior Vice President and Chief Marketing Officer from 2006 to 2012.

He leads the global development of our consumer categories through marketing, innovation, category and customer development and shopper marketing.

In addition, he leads our global marketing, innovation and corporate research and development functions.

Prior to joining Kimberly-Clark in 2006, he served in a number of senior marketing and general management roles at Kellogg Company from 2002 to 2006, including as Managing Director of Kellogg's United Kingdom business.

He also serves on the board of directors of The Hershey Company.

Mr. Powell joined Kimberly-Clark in 2007.

As of January 31, [removed: 2019,] [added: 2020,] we had [removed: 19,734] [added: 18,719] holders of record of our common stock.

During [removed: 2018,] [added: 2019,] we repurchased [removed: 7.3] [added: 6.2] million shares of our common stock at a cost of $800 through a broker in the open market.

The following table contains information for shares repurchased during the fourth quarter of [removed: 2018.][added: 2019.]

| [removed: Period (2018)] [added: Period (2019)] | | [removed: Total Number of Shares Purchased(a)] [added: Total Number of Shares Purchased(a)] | | | [removed: Average Price Paid Per Share] [added: Average Price Paid Per Share] | | | | [removed: Total] [added: Total] Number [removed: of Shares Purchased as] [added: of Shares Purchased as] Part of [removed: Publicly Announced Plans or Programs] [added: Publicly Announced Plans or Programs] | | | [removed: Maximum Number of] [added: Maximum Number of] Shares That [removed: May Yet] [added: May Yet] Be [removed: Purchased Under] [added: Purchased Under] the Plans [removed: or Programs] [added: or Programs] | |

| | 9 | KIMBERLY-CLARK CORPORATION [removed: - 2018] [added: *- 2019] Annual [removed: Report] [added: Report*] |

| October 1 to October 31 | | 715,700 | | | $ | 136.22 | | | 29,215,144 | | | 10,784,856 | |

| November 1 to November 30 | | 595,700 | | | 132.65 | | | | 29,810,844 | | | 10,189,156 | |

| December 1 to December 31 | | 550,500 | | | 136.59 | | | | 30,361,344 | | | 9,638,656 | |

| Total | | 1,861,900 | | | | | | | | | | | |

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

| | [removed: Year] [added: Year] Ended December [removed: 31] [added: 31] | | | | | | | | | | | | | | | | | | |

| | [removed: 2018(a)] [added: 2019(a)] | | | | [removed: 2017(b)] [added: 2018(b)] | | | | [removed: 2016(c)] [added: 2017(c)] | | | | [removed: 2015(d)] [added: 2016(d)] | | | | [removed: 2014(e)] [added: 2015(e)] | | |

| Net Sales | [removed: $] [added: $] | [removed: 18,486] [added: 18,450] | | | $ | [removed: 18,348] [added: 18,486] | | | $ | [removed: 18,287] [added: 18,348] | | | $ | [removed: 18,682] [added: 18,287] | | | $ | [removed: 19,817] [added: 18,682] | |

| Gross Profit | [removed: 5,597] [added: 6,035] | | | | [removed: 6,587] [added: 5,597] | | | | [removed: 6,691] [added: 6,587] | | | | [removed: 6,667] [added: 6,691] | | | | [removed: 6,752] [added: 6,667] | | |

| Operating Profit | [removed: 2,229] [added: 2,991] | | | | [removed: 3,358] [added: 2,229] | | | | [removed: 3,383] [added: 3,358] | | | | [removed: 3,038] [added: 3,383] | | | | [removed: 2,619] [added: 3,038] | | |

| Share of Net Income of Equity Companies | [removed: 103] [added: 123] | | | | [removed: 104] [added: 103] | | | | [removed: 132] [added: 104] | | | | [removed: 149] [added: 132] | | | | [removed: 146] [added: 149] | | |

| [added: Net] Income [removed: from Continuing Operations] | [removed: 1,445] [added: 2,197] | | | | [removed: 2,319] [added: 1,445] | | | | [removed: 2,219] [added: 2,319] | | | | [removed: 1,066] [added: 2,219] | | | | [removed: 1,545] [added: 1,066] | | |

| Net Income Attributable to Noncontrolling Interests [removed: in Continuing Operations] | [removed: (35] [added: (40] | | [removed: )] [added: )] | | [removed: (41] [added: (35] | | ) | | [removed: (53] [added: (41] | | ) | | (53 | | ) | | [removed: (69] [added: (53] | | ) |

| Net Income Attributable to Kimberly-Clark Corporation | [removed: 1,410] [added: 2,157] | | | | [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: Continuing operations] [added: Basic] | [removed: 4.05] [added: 6.28] | | | | [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: Continuing operations] [added: Diluted] | [removed: 4.03] [added: 6.24] | | | | [removed: 6.40] [added: 4.03] | | | | [removed: 5.99] [added: 6.40] | | | | [removed: 2.77] [added: 5.99] | | | | [removed: 3.91] [added: 2.77] | | |

| Cash Dividends [added: Per Share] | | | | | | | | | | | | | | | | | | | |

| Declared | [removed: 4.00] [added: 4.12] | | | | [removed: 3.88] [added: 4.00] | | | | [removed: 3.68] [added: 3.88] | | | | [removed: 3.52] [added: 3.68] | | | | [removed: 3.36] [added: 3.52] | | |

| Paid | [removed: 3.97] [added: 4.09] | | | | [removed: 3.83] [added: 3.97] | | | | [removed: 3.64] [added: 3.83] | | | | [removed: 3.48] [added: 3.64] | | | | [removed: 3.33] [added: 3.48] | | |

| Total Assets | [removed: 14,518] [added: 15,283] | | | | [removed: 15,151] [added: 14,518] | | | | [removed: 14,602] [added: 15,151] | | | | [removed: 14,842] [added: 14,602] | | | | [removed: 15,526] [added: 14,842] | | |

| Long-Term Debt | [removed: 6,247] [added: 6,213] | | | | [removed: 6,472] [added: 6,247] | | | | [removed: 6,439] [added: 6,472] | | | | [removed: 6,106] [added: 6,439] | | | | [removed: 5,630] [added: 6,106] | | |

| Total Stockholders' Equity | [added: 194 | | | |] (46 | | ) | | 882 | | | | 117 | | | | 40 | | | [removed: | 999 | | |]

| [removed: (a)] [added: (b)] | 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 [removed: 12] [added: 11] to the consolidated financial statements for details. |

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

| [removed: (c)] [added: (d)] | 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 [removed: Organization Restructuring. See Item 8, Notes 1 and 3] [added: restructuring plan initiated] to [added: improve organization efficiency and offset] the [removed: consolidated financial statements for details.] [added: impact of stranded overhead costs resulting from the spin-off of our health care business (the "2014 Organization Restructuring").] |

| [removed: (d)] [added: (e)] | 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. |

| | 10 | KIMBERLY-CLARK CORPORATION [removed: - 2018] [added: *- 2019] Annual [removed: Report] [added: Report*] |

| (a) | Results include pre-tax charges of $366, $248 after tax, related to the 2018 Global Restructuring Program and a pre-tax property sale gain of $31, $24 after tax, related to the sale of property associated with a former manufacturing facility. See Item 8, Notes 2 and 13 to the consolidated financial statements for details. |

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

| Income from Discontinued Operations, Net of Income Taxes | — | | | | — | | | | — | | | | — | | | | 50 | | |

| Net Income | 1,445 | | | | 2,319 | | | | 2,219 | | | | 1,066 | | | | 1,595 | | |

| Net Income Attributable to Kimberly-Clark Corporation | | | | | | | | | | | | | | | | | | | |

| Basic | | | | | | | | | | | | | | | | | | | |

| Discontinued operations | — | | | | — | | | | — | | | | — | | | | 0.13 | | |

| Net income | 4.05 | | | | 6.44 | | | | 6.03 | | | | 2.78 | | | | 4.07 | | |

| Diluted | | | | | | | | | | | | | | | | | | | |

| Net income | 4.03 | | | | 6.40 | | | | 5.99 | | | | 2.77 | | | | 4.04 | | |

| (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). |

[removed: KIMBERLY-CLARK] [added: KIMBERLY-CLARK] CORPORATION AND [removed: SUBSIDIARIES][added: SUBSIDIARIES]

[removed: CONSOLIDATED] [added: CONSOLIDATED] INCOME [removed: STATEMENT][added: STATEMENTS]

| | | [removed: Year] [added: Year] Ended December [removed: 31] [added: 31] | | | | | | | | | | |

| [removed: (Millions] [added: (Millions] of dollars, except per share [removed: amounts)] [added: amounts)] | | [removed: 2018] [added: 2019] | | | | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | |

| [removed: Net Sales] [added: Net Sales] | | [removed: $] [added: $] | [removed: 18,486] [added: 18,450] | | | $ | [removed: 18,348] [added: 18,486] | | | $ | [removed: 18,287] [added: 18,348] | |

| Cost of products sold | | [removed: 12,889] [added: 12,415] | | | | [removed: 11,761] [added: 12,889] | | | | [removed: 11,596] [added: 11,761] | | |

| [removed: Gross Profit] [added: Gross Profit] | | [removed: 5,597] [added: 6,035] | | | | [removed: 6,587] [added: 5,597] | | | | [removed: 6,691] [added: 6,587] | | |

| Marketing, research and general expenses | | [removed: 3,367] [added: 3,254] | | | | [removed: 3,202] [added: 3,367] | | | | [removed: 3,300] [added: 3,202] | | |

| Other (income) and expense, net | | [removed: 1] [added: (210] | | [added: )] | | [removed: 27] [added: 1] | | | | [removed: 8] [added: 27] | | |

| [removed: Operating Profit] [added: Operating Profit] | | [removed: 2,229] [added: 2,991] | | | | [removed: 3,358] [added: 2,229] | | | | [removed: 3,383] [added: 3,358] | | |

| Nonoperating expense | | [removed: (163] [added: (91] | | [removed: )] [added: )] | | [removed: (59] [added: (163] | | ) | | [removed: (66] [added: (59] | | ) |

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

| Interest expense | | [removed: (263] [added: (261] | | [removed: )] [added: )] | | [removed: (318] [added: (263] | | ) | | [removed: (319] [added: (318] | | ) |

| [removed: Income] [added: Income] Before Income Taxes and Equity [removed: Interests] [added: Interests] | | [removed: 1,813] [added: 2,650] | | | | [removed: 2,991] [added: 1,813] | | | | [removed: 3,009] [added: 2,991] | | |

| Provision for income taxes | | [removed: (471] [added: (576] | | [removed: )] [added: )] | | [removed: (776] [added: (471] | | ) | | [removed: (922] [added: (776] | | ) |

| [removed: Income] [added: Income] Before Equity [removed: Interests] [added: Interests] | | [removed: 1,342] [added: 2,074] | | | | [removed: 2,215] [added: 1,342] | | | | [removed: 2,087] [added: 2,215] | | |

| Share of net income of equity companies | | [removed: 103] [added: 123] | | | | [removed: 104] [added: 103] | | | | [removed: 132] [added: 104] | | |

| [removed: Net Income] [added: Net Income] | | [removed: 1,445] [added: 2,197] | | | | [removed: 2,319] [added: 1,445] | | | | [removed: 2,219] [added: 2,319] | | |

| Net income attributable to noncontrolling interests | | [removed: (35] [added: (40] | | [removed: )] [added: )] | | [removed: (41] [added: (35] | | ) | | [removed: (53] [added: (41] | | ) |

| [removed: Net] [added: Net] Income Attributable to Kimberly-Clark [removed: Corporation] [added: Corporation] | | [removed: $] [added: $] | [removed: 1,410] [added: 2,157] | | | $ | [removed: 2,278] [added: 1,410] | | | $ | [removed: 2,166] [added: 2,278] | |

| [removed: Per] [added: Per] Share [removed: Basis] [added: Basis] | | | | | | | | | | | | |

| [removed: Net] [added: Net] Income Attributable to Kimberly-Clark [removed: Corporation] [added: Corporation] | | | | | | | | | | | | |

| Basic | | [removed: $] [added: $] | [removed: 4.05] [added: 6.28] | | | $ | [removed: 6.44] [added: 4.05] | | | $ | [removed: 6.03] [added: 6.44] | |

| Diluted | | [removed: $] [added: $] | [removed: 4.03] [added: 6.24] | | | $ | [removed: 6.40] [added: 4.03] | | | $ | [removed: 5.99] [added: 6.40] | |

| | [removed: 26] [added: 24] | KIMBERLY-CLARK CORPORATION [removed: - 2018] [added: *- 2019] Annual [removed: Report] [added: Report*] |

[removed: CONSOLIDATED STATEMENT] [added: CONSOLIDATED STATEMENTS] OF COMPREHENSIVE [removed: INCOME][added: INCOME]

| [removed: (Millions] [added: (Millions] of [removed: dollars)] [added: dollars)] | | [removed: 2018] [added: 2019] | | | | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | |

| [removed: Net Income] [added: Net Income] | | [removed: $] [added: $] | [removed: 1,445] [added: 2,197] | | | $ | [removed: 2,319] [added: 1,445] | | | $ | [removed: 2,219] [added: 2,319] | |

| [removed: Other] [added: Other] Comprehensive Income (Loss), Net of [removed: Tax] [added: Tax] | | | | | | | | | | | | |

| Unrealized currency translation adjustments | | [removed: (428] [added: 19] | | [removed: )] | | [removed: 517] [added: (428] | | [added: )] | | [removed: (107] [added: 517] | | [removed: )] |

| Employee postretirement benefits | | [removed: 140] [added: 12] | | | | [removed: 118] [added: 140] | | | | [removed: (113] [added: 118] | | [removed: )] |

| Other | | [removed: 51] [added: (34] | | [added: )] | | [removed: (45] [added: 51] | | [removed: )] | | [removed: 15] [added: (45] | | [added: )] |

| [removed: Total] [added: Total] Other Comprehensive Income (Loss), Net of [removed: Tax] [added: Tax] | | [removed: (237] [added: (3] | | [removed: )] [added: )] | | [removed: 590] [added: (237] | | [added: )] | | [removed: (205] [added: 590] | | [removed: )] |

| [removed: Comprehensive Income] [added: Comprehensive Income] | | [removed: 1,208] [added: 2,194] | | | | [removed: 2,909] [added: 1,208] | | | | [removed: 2,014] [added: 2,909] | | |

| Comprehensive income attributable to noncontrolling interests | | [removed: (22] [added: (31] | | [removed: )] [added: )] | | [removed: (76] [added: (22] | | ) | | [removed: (44] [added: (76] | | ) |

| [removed: Comprehensive] [added: Comprehensive] Income Attributable to Kimberly-Clark [removed: Corporation] [added: Corporation] | | [removed: $] [added: $] | [removed: 1,186] [added: 2,163] | | | $ | [removed: 2,833] [added: 1,186] | | | $ | [removed: 1,970] [added: 2,833] | |

| | [removed: 27] [added: 25] | KIMBERLY-CLARK CORPORATION [removed: - 2018] [added: *- 2019] Annual [removed: Report] [added: Report*] |

[removed: CONSOLIDATED] [added: CONSOLIDATED] BALANCE [removed: SHEET][added: SHEETS]

| | | [removed: December 31] [added: December 31] | | | | | | |

| [removed: (Millions] [added: (Millions] of [removed: dollars)] [added: dollars)] | | [removed: 2018] [added: 2019] | | | | [removed: 2017] [added: 2018] | | | [added: | 2017 | | |]

KIMBERLY-CLARK CORPORATION AND SUBSIDIARIES

KIMBERLY-CLARK CORPORATION AND SUBSIDIARIES

| (Millions of dollars) | | 2019 | | | | 2018 | | |

| Accrued expenses and other current liabilities | | 1,978 | | | | 1,793 | | |

KIMBERLY-CLARK CORPORATION AND SUBSIDIARIES

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

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

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

| Net income in stockholders' equity, excludes redeemable interests' share | | — | | | — | | | | — | | | | — | | | — | | | | 2,157 | | | | — | | | | 37 | | | | 2,194 | | |

| Shares repurchased | | — | | | — | | | | — | | | | 6,331 | | | (820 | | ) | | — | | | | — | | | | — | | | | (820 | | ) |

| Balance at December 31, 2019 | | 378,597 | | | $ | 473 | | | $ | 556 | | | 37,149 | | | $ | (4,454 | ) | | $ | 6,686 | | | $ | (3,294 | ) | | $ | 227 | | | $ | 194 | |

KIMBERLY-CLARK CORPORATION AND SUBSIDIARIES

| Net income | | $ | 2,197 | | | $ | 1,445 | | | $ | 2,319 | |

| Other | | (114 | | ) | | (57 | | ) | | (88 | | ) |

KIMBERLY-CLARK CORPORATION AND SUBSIDIARIES

Fair value is estimated based on discounted cash flows.

For 2019, we completed the required

Leases

Lease assets and lease liabilities are recognized at the commencement of an arrangement where it is determined at inception that a lease exists.

Lease assets represent the right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from the lease.

These assets and liabilities are initially recognized based on the present value of lease payments over the lease term calculated using our incremental borrowing rate generally applicable to the location of the lease asset, unless the implicit rate is readily determinable.

Lease assets also include any upfront lease payments made and exclude lease incentives.

Lease terms include options to extend or terminate the lease when it is reasonably certain that those options will be exercised.

Variable lease payments are generally expensed as incurred and include certain index-based changes in rent, certain nonlease components, such as maintenance and other services provided by the lessor, and other charges included in the lease.

Leases with an initial term of 12 months or less are not recorded on the balance sheet, and the expense for these short-term leases and for operating leases is recognized on a straight-line basis over the lease term.

Certain lease agreements with lease and nonlease components are combined as a single lease component.

The depreciable life of lease assets and leasehold improvements is limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise.

We elected the package of practical expedients in transition for leases that commenced prior to January 1, 2019 whereby these contracts were not reassessed or reclassified from their previous assessment as of December 31, 2018.

We also elected certain other practical expedients in transition including not reassessing existing land easements as lease contracts.

For all new and modified leases after adoption of the ASU, we have taken the component election allowing us to generally account for lease components together with nonlease components in the calculation of the lease asset and corresponding liability.

See Note 8 for the financial position impact and additional disclosures.

This ASU requires

We early adopted this standard as of July 1, 2019 on a prospective basis.

The impact on our disclosures was not material.

We adopted this standard as of January 1, 2020 on a prospective basis.

The FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes.

The new guidance simplifies the accounting for income taxes by eliminating certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period, hybrid taxes and the recognition of deferred tax liabilities for outside basis differences.

It also clarifies and simplifies other aspects of the accounting for income taxes.

Early adoption is permitted in interim or annual periods with any adjustments reflected as of the beginning of the annual period that includes that interim period.

Additionally, entities that elect early adoption must adopt all the amendments in the same period.

| Accrued expenses | | 1,793 | | | | 1,730 | | |

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

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

| Balance at December 31, 2015 | | 378,597 | | | $ | 473 | | | $ | 601 | | | 17,737 | | | $ | (2,004 | ) | | $ | 4,034 | | | $ | (3,278 | ) | | $ | 214 | |

| Shares repurchased | | — | | | — | | | | — | | | | 6,198 | | | (778 | | ) | | — | | | | — | | | | — | | |

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 our evaluation of goodwill impairment, we have the option to first assess qualitative factors such as macroeconomic, industry and competitive conditions, legal and regulatory environments, historical and projected financial performance, significant changes in the reporting unit and the magnitude of excess fair value over carrying amount from the previous quantitative impairment testing.

If the qualitative assessment determines that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then a quantitative impairment test using discounted cash flows to estimate fair value must be performed.

On the other hand, if the qualitative assessment determines that it is more likely than not that the fair value of a reporting unit is more than its carrying value, then further quantitative testing is not required.

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

Accounting for Venezuelan Operations

Effective December 31, 2015, we deconsolidated the assets and liabilities of our business in Venezuela from our consolidated balance sheet.

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.

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

For public companies, the

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.

We early adopted this ASU as of April 1, 2018 and reclassified $156 of stranded tax effects related to the U.S. tax reform change in the federal corporate tax rate from AOCI to retained earnings.

This reclassification is included in Other in our consolidated statement of stockholders' equity.

In 2017, the FASB issued ASU No. 2017-07, Compensation-Retirement Benefits (Topic 715), Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost.

The standard requires that an employer report the service cost component in the same line items as other compensation costs arising from services rendered by the pertinent employees during the period.

The other components of net benefit cost are required to be presented in the income statement separately from the service cost component and outside of operating profit (presented as Nonoperating expense in our consolidated income statement).

We adopted this standard as of January 1, 2018 and applied the amendments retrospectively, and all applicable amounts included in this filing have been recast accordingly.

We used the practical expedient that allowed us to use the amounts previously disclosed in our employee postretirement benefits note for the prior comparative periods as the basis for applying the retrospective presentation requirements.

In 2016, the FASB issued ASU No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory, which removes the prohibition against the immediate recognition of the current and deferred income tax effects of intra-entity transfers of assets other than inventory.

We adopted this standard as of January 1, 2018 on a modified retrospective basis and recorded an immaterial cumulative adjustment to retained earnings.

In 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, which provides a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers.

We adopted this ASU effective January 1, 2018 on a full retrospective basis.

Adoption of this standard did not result in significant changes to our accounting policies, business processes, systems or controls, or have a material impact on our financial position, results of operations and cash flows or related disclosures.

As such, prior period financial statements were not recast.

[removed: Disclosure] [added: Disclosure] Controls and [removed: Procedures][added: Procedures]

As of December 31, [removed: 2018,] [added: 2019,] 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: 2018.][added: 2019.]

[removed: Internal] [added: Internal] Control Over Financial [removed: Reporting][added: Reporting]

We have assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2018.][added: 2019.]

In making this assessment, we used the criteria described in [removed: Internal] [added: *Internal] Control – Integrated Framework [removed: (2013)] [added: (2013)*] issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this assessment, management believes that, as of December 31, [removed: 2018,] [added: 2019,] 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: 2018,] [added: 2019,] and has expressed an unqualified opinion in their report, which appears in this report.

[removed: Changes] [added: Changes] in Internal Control Over Financial [removed: Reporting][added: Reporting]

[removed: REPORT] [added: REPORT] OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING [removed: FIRM][added: FIRM]

To the [removed: shareholders] [added: Stockholders] and the Board of Directors of

[removed: Opinion] [added: Opinion] on Internal Control over Financial [removed: Reporting][added: Reporting]

We have audited the internal control over financial reporting of Kimberly-Clark Corporation and subsidiaries (the “Corporation”) as of December 31, [removed: 2018,] [added: 2019,] based on criteria established in [removed: Internal] [added: *Internal] Control - Integrated Framework [removed: (2013)] [added: (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: 2018,] [added: 2019,] based on criteria established in [removed: Internal] [added: *Internal] Control - Integrated Framework [removed: (2013)] [added: (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: 2018] [added: 2019] and [removed: 2017,] [added: 2018,] 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: 2018,] [added: 2019,] of the Corporation and our report dated February [removed: 7, 2019,] [added: 13, 2020,] expressed an unqualified opinion on those financial statements.

[removed: Basis] [added: Basis] for [removed: Opinion][added: Opinion]

The Corporation’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Internal Control Over [added: Financial Reporting.]

| | [removed: 58] [added: 57] | KIMBERLY-CLARK CORPORATION [removed: - 2018] [added: *- 2019] Annual [removed: Report] [added: Report*] |

[removed: Definition] [added: Definition] and Limitations of Internal Control over Financial [removed: Reporting][added: Reporting]

| February 13, 2020 |

Financial Reporting.

| February 7, 2019 |

| | [removed: 59] [added: 58] | KIMBERLY-CLARK CORPORATION [removed: - 2018] [added: *- 2019] Annual [removed: Report] [added: Report*] |

| [removed: PART III] [added: PART III] | |

The following sections of our [removed: 2019] [added: 2020] Proxy Statement for the Annual Meeting of Stockholders (the [removed: "2019] [added: "2020] Proxy Statement") are incorporated in this Item 10 by reference:

Information regarding our executive officers is reported under the caption [removed: "Executive Officers of the Registrant"] [added: "Information About Our Executive Officers"] in Part I of this Report.

| | |

| --- | --- |

| • | "Other Information - Section 16(a) Beneficial Ownership Reporting Compliance." |

The information in the sections of our [removed: 2019] [added: 2020] 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: 2019] [added: 2020] 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: 2019] [added: 2020] 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: 2019] [added: 2020] Proxy Statement captioned "Principal Accounting Firm Fees" and "Audit Committee Approval of Audit and Non-Audit Services" under "Proposal 2.

| | [removed: 60] [added: 59] | KIMBERLY-CLARK CORPORATION [removed: - 2018] [added: *- 2019] Annual [removed: Report] [added: Report*] |

| [removed: PART IV] [added: PART IV] | |

| (a) | [removed: Documents] [added: Documents] filed as part of this [removed: report.] [added: report.] |

| Exhibit No. (3)b. | [removed: [By-Laws,] [added: [Exhibit No. (3)b. By-Laws,] as amended [removed: December 14, 2015,] [added: May 2, 2019,] incorporated by reference to Exhibit No. (3)b of the Corporation's Current Report on Form 8-K filed on [removed: December 14, 2015.](http://www.sec.gov/Archives/edgar/data/55785/000005578515000121/exhibit3b.htm)] [added: May 3, 2019.](http://www.sec.gov/Archives/edgar/data/55785/000005578519000035/exhibit3bamendedby-laws.htm)] |

| Exhibit No. [removed: (4).] [added: (4)b.] | Copies of instruments defining the rights of holders of long-term debt will be furnished to the Securities and Exchange Commission on request. |

| | [removed: 61] [added: 60] | KIMBERLY-CLARK CORPORATION [removed: - 2018] [added: *- 2019] Annual [removed: Report] [added: 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: 2018.*](http://www.sec.gov/Archives/edgar/data/55785/000005578518000051/kmb_10qxq2xexhibit10nx2018.htm)] [added: 2019.*](http://www.sec.gov/Archives/edgar/data/55785/000005578518000051/kmb_10qxq2xexhibit10nx2018.htm)] |