Kimberly-Clark (KMB) 10-K risk factor changes: FY2020 vs FY2019

We may also be negatively affected by changes in the policies of our retail trade customers, such as inventory [removed: de-stocking,] [added: destocking,] limitations on access to shelf space, delisting of our products, additional requirements related to safety, environmental, social and other sustainability issues, and other conditions.

| | [removed: 2] | [added: | 3 | | |] KIMBERLY-CLARK CORPORATION *- [removed: 2019] [added: 2020] Annual Report* | [added: | |]

[added: 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.

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

[removed: | • | 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 contracts where available and economically advantageous. [removed: We do not generally hedge our translation exposure with respect to foreign operations. |]

[removed: | • | Increases in currency exchange restrictions.] These restrictions could limit our ability to repatriate earnings from outside the U.S. or obtain currency exchange for U.S. dollar inputs to continue operating in certain countries. [removed: |]

[removed: | • | 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 [removed: consequences, including the United Kingdom's withdrawal from the European Union (Brexit), could adversely affect our financial results. |]

| | [removed: 3] | [added: | 4 | | |] KIMBERLY-CLARK CORPORATION *- [removed: 2019] [added: 2020] Annual Report* | [added: | |]

[removed: | • |] [added: -] Increases in dollar-based input costs for operations outside the U.S. due to weaker foreign exchange rates versus the U.S. dollar. [removed: There can be no assurance that we will be protected against substantial foreign currency fluctuations. |]

Our inability to address adverse publicity or other issues, including concerns about product safety, quality, efficacy, environmental impacts (including packaging, energy and water use and waste [removed: management)] [added: management), inclusion] and [added: diversity, human rights 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.

[removed: If our information technology systems suffer interruptions, failures or] [added: Cyber-attacks, privacy] breaches, [removed: or we fail to comply with] data [removed: privacy] [added: breaches] or [removed: similar regulations,] [added: a failure of key information technology systems could disrupt] our business operations [removed: could be disrupted] and [removed: we could face] [added: cause us] financial and reputational damage.

Increased cyber-security threats and computer crime [removed: also] pose a potential risk to the security of our information technology systems, including those of 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: 4] | [added: | 5 | | |] KIMBERLY-CLARK CORPORATION *- [removed: 2019] [added: 2020] Annual Report* | [added: | |]

[added: 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.

In addition, new or revised laws or regulations may alter the environment in which we do business, including [added: in connection with] Brexit, which could adversely impact our financial results.

These activities are subject to inherent risks such as natural disasters, power outages, fires or explosions, labor strikes, terrorism, [removed: epidemics] [added: epidemics, pandemics] (including the ongoing [removed: coronavirus outbreak emanating from China), pandemics,] [added: COVID-19 pandemic),] 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 disrupt our supply chain and impair our ability to manufacture or sell our products.

| | [removed: 5] | [added: | 6 | | |] KIMBERLY-CLARK CORPORATION *- [removed: 2019] [added: 2020] Annual Report* | [added: | |]

[added: Disruptions or delays at these third-party manufacturers or service] providers [added: due] to [added: 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.

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

We may pursue acquisitions of product lines or businesses from third [removed: parties.][added: parties, including our recent acquisition of Softex Indonesia.]

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

Business Operations

We face various risks related to health epidemics, pandemics and similar outbreaks, which may have material adverse effects on our business, financial position, results of operations and cash flows.

Our business and financial results may be negatively impacted by health epidemics, pandemics and similar outbreaks.

The ongoing COVID-19 pandemic could have negative impacts on our business, including causing significant volatility in demand for our products, changes in consumer behavior and preference, disruptions in our manufacturing and supply chain operations, disruptions to our cost saving programs and restructuring initiatives, limitations on our employees’ ability to work and travel, significant changes in the economic or political conditions in markets in which we operate and related currency and commodity volatility.

Despite our efforts to manage these impacts, their ultimate impact also depends on factors beyond our knowledge or control, including the duration and severity of any such outbreak and actions taken to contain its spread and mitigate its public health effects.

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The risk of cyber-based attacks is heightened with many of our employees working and accessing our technology infrastructure remotely as a result of the COVID-19 pandemic.

- Exposure to the movement of various currencies against each other and the U.S. dollar.

We do not generally hedge our income statement translation exposure with respect to foreign operations.

- Increases in currency exchange restrictions.

- Adverse political conditions.

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consequences, including the United Kingdom's withdrawal from the European Union (Brexit) and the related ongoing negotiations with the European Union, could adversely affect our financial results.

There can be no assurance that we will be protected against substantial foreign currency fluctuations.

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Marketing and Competition

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Legal and Regulatory

If we lose a significant customer or if sales of

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These materials are subject to price fluctuations based

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

This discussion and analysis compares [removed: 2019] [added: 2020] results to [removed: 2018.][added: 2019.]

For a discussion that compares our [removed: 2018] [added: 2019] results to [removed: 2017,] [added: 2018,] see Management's Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7 of our [removed: 2018] [added: 2019] Annual Report on Form 10-K.

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

[removed: | • |] [added: -] Overview of Business [removed: |]

[removed: | • |] [added: -] Overview of [removed: 2019] [added: 2020] Results [removed: |]

[removed: | • |] [added: -] Results of Operations and Related Information [removed: |]

[removed: | • |] [added: -] Unaudited Quarterly Data [removed: |]

[removed: | • |] [added: -] Liquidity and Capital Resources [removed: |]

[removed: | • |] [added: -] Critical Accounting Policies and Use of Estimates [removed: |]

[removed: | • |] [added: -] New Accounting Standards [removed: |]

[removed: | • |] [added: -] Information Concerning Forward-Looking Statements [removed: |]

[removed: | • |] [added: -] 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. [removed: See Item 8, Note 2 to the consolidated financial statements for details. |]

[removed: | • |] [added: -] 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. [removed: |]

[removed: | • | U.S. Tax Reform Related Matters - In 2018 we recognized a net charge associated with U.S. tax reform related matters.] See Item 8, Note [removed: 11] [added: 2] to the consolidated financial statements for details. [removed: |]

| | [removed: 11] | [added: | 12 | | |] KIMBERLY-CLARK CORPORATION *- [removed: 2019] [added: 2020] Annual Report* | [added: | |]

We are a global company focused on leading the world in essentials for a better life, with manufacturing facilities in [removed: 32 countries] [added: 34 countries, including our equity affiliates,] and products sold in more than 175 [removed: countries.][added: countries and territories.]

We have three reportable business segments: Personal Care, Consumer Tissue and [removed: KCP.][added: K-C Professional.]

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

[removed: | • |] [added: -] grow our portfolio of brands through innovation, category development and commercial execution, [removed: |]

[removed: | • |] [added: -] leverage our cost and financial discipline to fund growth and improve margins, and [removed: |]

[removed: | • |] [added: -] allocate capital in value-creating ways. [removed: |]

Overview [removed: of 2019 Results][added: of 2020 Results]

[removed: | • | 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 [removed: 3] [added: 2] percent. [removed: |]

[removed: | • |] [added: -] In North America, organic sales increased [removed: 3] [added: 10] percent in [removed: both] consumer products and [added: decreased 5 percent] in K-C Professional. [removed: |]

[removed: | • |] [added: -] Outside North America, organic sales [removed: rose 6] [added: increased 3] percent in D&E Markets and [removed: 1] [added: 6] percent in Developed Markets. [removed: |]

[removed: | • |] [added: -] Operating Profit and Net Income Attributable to Kimberly-Clark were [removed: $2,991] [added: $3,244] and [removed: $2,157] [added: $2,352] in [removed: 2019,] [added: 2020,] respectively. [removed: |]

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

In [removed: 2020,] [added: 2021,] we plan to [removed: focus on] [added: continue to execute] our strategies for long-term [removed: success, including] [added: success which include delivering balanced, sustainable growth by] growing our [removed: brands,] [added: brands in-line with or ahead of category growth,] leveraging our [added: cost and] financial discipline [added: to fund growth] and [added: improve margins, and] allocating capital in value-creating ways.

This section presents a discussion and analysis of net sales, operating profit and other information relevant to an understanding of [removed: 2019] [added: 2020] results of operations.

| | [removed: 12] | [added: | 13 | | |] KIMBERLY-CLARK CORPORATION *- [removed: 2019] [added: 2020] Annual Report* | [added: | |]

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

| | [removed: 2019] | | [added: 2020] | | [removed: 2018] | | | | [removed: Change 2019] [added: 2019 | | | | | | Change 2020] vs. [removed: 2018] [added: 2019] | | [added: | | | | | | | | | | | | |]

| Net Sales: | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | |]

| North America | [added: | |] $ | [removed: 9,735] [added: 10,394] | | | [added: | |] $ | [removed: 9,532] [added: 9,735] | | | [removed: +2] | [added: | +7 | |] % | [added: | | | | | | | | | | | |]

| Outside North America | [removed: 8,981] | | [added: 9,018] | | [removed: 9,256] | | | | [removed: \-3] [added: 8,981] | [removed: %] | [added: | | | | — | | | | | | | | | | | | | | |]

| Intergeographic sales | [removed: (266] | | [removed: )] [added: (272)] | | [removed: (302] | | [removed: )] | | [removed: \-12] [added: (266)] | [added: | | | | | +2 | |] % | [added: | | | | | | | | | | | |]

| Total Net Sales | [removed: 18,450] | | [added: 19,140] | | [removed: 18,486] | | | | [removed: —] [added: 18,450] | | [added: | | | | +4 | | % | | | | | | | | | | | | |]

| Operating Profit: | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | |]

| North America | [removed: 2,441] | | [added: 2,689] | | [removed: 2,215] | | | | [added: 2,441 | | | | | |] +10 | [added: |] % | [added: | | | | | | | | | | | |]

| Outside North America | [removed: 1,127] | | [added: 1,221] | | [added: | | | |] 1,127 | | | | [removed: —] | | [added: +8 | | % | | | | | | | | | | | | |]

- Impact of COVID-19

- Softex Indonesia Acquisition-Related Costs - Transaction and integration costs associated with the acquisition of Softex Indonesia.

- Brazil Business Tax Credits - In the fourth quarter of 2020, we received a favorable legal ruling that resolved certain matters related to prior years' business taxes in Brazil.

On October 1, 2020, we acquired Softex Indonesia, a leader in the fast-growing Indonesian personal care market, in an all-cash transaction for approximately $1.2 billion.

This transaction significantly expands our presence in an important D&E market and is a strong strategic fit with our core business.

Softex Indonesia generated net sales of approximately $420 in 2019.

We financed the transaction through a combination of short-term commercial paper, cash on hand and the issuance of a $600 bond.

See Item 8, Note 3 to the consolidated financial statements for details.

Organic sales increased 6 percent.

- Diluted earnings per share were $6.87 in 2020 compared to $6.24 in 2019.

Results in 2020 and 2019 include net charges of $0.94 and $0.72, respectively, related to the 2018 Global Restructuring Program.

Results in 2020 also include acquisition-related costs of $0.08 associated with the acquisition of Softex Indonesia and a benefit of $0.15 related to the resolution of certain business tax matters in Brazil.

- We continue to focus on generating cash flow and allocating capital to shareholders.

Cash provided by operations was $3.7 billion in 2020.

We raised our dividend in 2020 by 4 percent, the 48th consecutive annual increase in our dividend.

Altogether, share repurchases and dividends in 2020 amounted to $2.15 billion.

Our growth strategy is built on two pillars.

Elevate our core business is our first pillar and is driven by delivering value-added innovations and driving category opportunities.

Accelerating growth in D&E markets is our second pillar and emphasizes Personal Care and K-C Professional with Latin America, China, Eastern Europe and ASEAN as our priority markets.

Both strategies are enabled by our focus on accelerating and investing in our commercial capabilities through digital marketing, revenue growth management, consumer-inspired innovation and strong in-market execution.

Our strong legacy of financial discipline supports our growth strategy by driving ongoing supply chain productivity through our FORCE (Focused On Reducing Costs Everywhere) program, completing the execution of the 2018 Global Restructuring program, controlling discretionary spending, driving down working capital and maintaining the top-tier return on invested

capital.

Our capital allocation strategy is consistent with our historical approach of disciplined capital spending, payment of a top tier dividend, evaluation of acquisition opportunities and allocation of excess cash flow to share repurchases.

Impact of COVID-19

We continue to actively address the COVID-19 situation and its impact globally.

We believe that we will emerge from these events well positioned for long-term growth, though we cannot reasonably estimate the duration and severity of this global pandemic or its ultimate impact on the global economy and our business and results.

We have experienced increased volatility in demand for some of our products as consumers adapt to the evolving environment.

Beginning in the first quarter of 2020, particularly in March, demand increased in our Consumer Tissue and Personal Care business segments across all major geographies as consumers increased home inventory levels in response to COVID-19.

The increase was followed by a period of demand softness as consumers used existing home inventories and demand returned to more normal levels.

Demand for our consumer tissue products was elevated throughout 2020 as more people spent more time at home.

Our K-C Professional business experienced volume declines throughout 2020 reflecting the reduction in away from home demand.

During 2020, we experienced temporary closures of certain facilities, though we did not experience a material impact from a plant closure and our facilities were largely exempt or partially exempt from government closure orders.

At many of our facilities, we have been experiencing increased employee absences, which may continue in the current situation.

During 2020, we also experienced increased volatility in foreign currency exchange rates and commodity prices, as certain countries experienced increased macro-economic volatility from the COVID-19 situation.

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| Cost of products sold | | | | | | $ | 12,318 | | | | | $ | 283 | | | | | $ | — | | | | | | | | | | | $ | — | | | | | $ | 12,035 | |

| Gross Profit | | | | | | 6,822 | | | | | | (283) | | | | | | — | | | | | | | | | | | | — | | | | | | 7,105 | | |

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| • | Legal Matters |

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

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

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

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

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

The rate in 2018 included a net charge of $117 related to U.S. tax reform related matters.

statements.

The adjusted rate in 2018 benefited from planning initiatives and resolution of certain tax matters.

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

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 higher net selling prices were led by Latin America, China and Eastern Europe.

Organic sales increased 2 percent with improvement in all three major product categories of bathroom tissue, facial tissue and paper towels.

Changes in net selling prices increased sales by 7 percent, reflecting disciplined execution of price increases, while sales volumes decreased 5 percent.

Changes in foreign currency exchange rates decreased sales by 6 percent and lower sales volumes decreased sales by 1 percent.

Each of the changes was driven by Western and Central Europe.

| (e) | Exited businesses in conjunction with the 2018 Global Restructuring Program. |

Changes in net selling prices and product mix increased sales by 3 percent and 1 percent, respectively, while business exits in conjunction with the 2018 Global Restructuring Program reduced sales more than 1 percent.

Sales volumes decreased 3 percent.

Net sales in Developed Markets outside North America decreased 6 percent.

Changes in foreign currency exchange rates decreased sales by 6 percent, and lower sales volumes and business exits decreased sales by 5 percent and 1 percent, respectively.

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| | 2019(a) | | | | | | | | | | | | | | | | 2018(a) | | | | | | | | | | | | | | |

The decrease was driven by increased working capital and tax payments, partially offset by higher earnings and lower pension contributions.

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| Long-term debt | $ | 6,985 | | | $ | 761 | | | $ | 258 | | | $ | 310 | | | $ | 468 | | | $ | 552 | | | $ | 4,636 | |

| Interest payments on long-term debt | 3,051 | | | | 232 | | | | 214 | | | | 206 | | | | 200 | | | | 193 | | | | 2,006 | | |

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

| | [removed: 22] | [added: | 25 | | |] KIMBERLY-CLARK CORPORATION *- [removed: 2019] [added: 2020] Annual Report* | [added: | |]

As of December 31, [removed: 2019,] [added: 2020,] 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: 2019] [added: 2020] rates and the assumed rates.

As of December 31, [removed: 2019,] [added: 2020,] 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: 2019,] [added: 2020,] 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: $550.][added: $750.]

At December 31, [removed: 2019,] [added: 2020,] the long-term debt portfolio was comprised of primarily fixed-rate debt.

At December 31, [removed: 2019,] [added: 2020,] a 10 percent decrease in interest rates would have increased the fair value of fixed-rate debt by about [removed: $210,] [added: $198,] which would not have a significant impact on our financial statements as we do not record debt at fair value.

| | [removed: 23] | [added: | 26 | | |] KIMBERLY-CLARK CORPORATION *- [removed: 2019] [added: 2020] Annual Report* | [added: | |]

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[removed: | • |] [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. [removed: 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* 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: |]

[removed: | • |] [added: -] *K-C Professional* [removed: ("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. [removed: Our brands, including Kleenex, Scott, WypAll, Kimtech and KleenGuard are well known for quality and trusted to help people around the world work better. |]

These reportable segments were determined in accordance with how our chief operating decision maker and our executive managers develop and execute our global strategies to drive growth and profitability of our personal care, consumer tissue and [removed: KCP] [added: K-C Professional] operations.

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

Net sales to Walmart Inc. as a percent of our consolidated net sales were approximately [added: 15 percent in 2020 and] 14 percent in [removed: 2019, 2018] [added: 2019] and [removed: 2017.][added: 2018, respectively.]

| | [added: | |] 1 | [added: | |] KIMBERLY-CLARK CORPORATION *- [removed: 2019] [added: 2020] Annual Report* | [added: | |]

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

[removed: Total environmental] [added: We have made, and plan to continue making, necessary expenditures for compliance with applicable laws and regulations; however, total] capital expenditures and operating expenses [added: related to compliance] are not expected to have a material effect on our total capital and operating expenditures, consolidated earnings or competitive position.

[removed: In our consolidated operations, we] [added: We] had approximately [removed: 40,000] [added: 46,000] employees as of December 31, [removed: 2019.][added: 2020 in our consolidated operations.]

Products in this segment are sold under the Huggies, Pull-Ups, Little Swimmers, GoodNites, DryNites, Sweety, Kotex, U by Kotex, Intimus, Depend, Plenitud, Softex, Poise and other brand names.

- *Consumer Tissue* offers a wide variety of innovative solutions and trusted brands that responsibly improve everyday living for families around the world.

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. were primarily in the Personal Care and Consumer Tissue segments.

On October 1, 2020, we acquired Softex Indonesia, a leader in the fast-growing Indonesian personal care market, in an all-cash transaction for approximately $1.2 billion.

This transaction significantly expands our presence in an important developing and emerging market and is a strong strategic fit with our core business.

Softex Indonesia generated net sales of approximately $420 in 2019.

We financed the transaction through a combination of short-term commercial paper, cash on hand, and the issuance of a $600 bond.

See Item 8, Note 3 to the consolidated financial statements for details.

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Corporate Responsibility and Sustainability

Our continued commitment to doing the right thing underpins our social impact and smallest footprint ambitions.

Making lives better begins with ensuring the health and safety of our customers, consumers, and employees, promoting diversity and inclusion within our business, and protecting the rights of workers across our supply chain.

We also believe we can make meaningful contributions to gender equality, clean water and sanitation, climate action and responsible consumption and production.

Our sustainability strategy puts our brand and innovation teams to work to create shared value by solving global challenges and is focused on addressing key sustainability impacts and opportunities throughout our value chain.

We implement this strategy by integrating sustainability objectives into our business and capital planning processes, aligning the priorities of our supply chain, brand and innovation teams, and establishing meaningful performance indicators.

Our environmental priorities include reducing our use of new fossil fuel-based plastic, while enabling circular systems to recover the materials in our products and packaging; reducing our products’ forest carbon footprint, while protecting forest biodiversity and supporting forest dependent communities; reducing greenhouse gas emissions along our value chain, in line with climate science; and building resilience to water risk at our facilities and in our communities.

The United Nations' Sustainable Development Goals are now accepted as the best shared definition of what needs to be done over the next decade, and we have aligned our goals with that framework.

Regulatory Compliance

We are subject to many laws and regulations across all the countries in which we do business, and we are particularly impacted by those relating to product safety, environmental protection and data privacy and protection.

We are obligated to comply with regulations that cover product safety, efficacy, manufacturing, advertising, labeling and safety reporting.

These include requirements that we provide a label that highlights perceived concerns about a product or warns consumers of risks of using our products.

In some cases, it may be necessary to initiate product recalls if safety risks are considered to exist.

All our facilities and other operations are subject to various environmental protection statutes and regulations, including those relating to the use of water resources and the discharge of wastewater.

We are also subject to various laws and regulations related to data privacy and protection, including the European Union’s General Data Protection Regulation and the California Consumer Privacy Act of 2018, which became effective on January 1, 2020.

Our policy is to abide by all applicable laws and regulations, and we have internal programs in place to manage global compliance with these various requirements.

We monitor each of these areas for new or changed regulatory requirements,

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| | | | 2 | | | KIMBERLY-CLARK CORPORATION *- 2020 Annual Report* | | |

particularly in the rapidly evolving area of data privacy and protection.

Approximately 30 percent of our employees were located in North America and the remainder were in more than 65 countries outside of North America.

Overall, approximately 60 percent of our workforce was directly involved in manufacturing and distribution operations.

We are committed to workforce diversity and inclusion and continue to make progress on goals for women in senior roles globally and ethnic minorities in senior roles in the United States.

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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 $33 and $34 in 2020 and 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 $113 in 2020 and $114 in 2021.

Current environmental spending estimates could be modified as a result of changes in our plans, changes in legal requirements, including any requirements related to global climate change, or other factors.

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.

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| | | | 7 | | | KIMBERLY-CLARK CORPORATION *- 2020 Annual Report* | | |

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

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

For the fiscal year [removed: ended December] [added: ended December] 31, [removed: 2019][added: 2020]

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

Commission File [removed: Number 1-225][added: Number 1-225]

[removed: ][added: ]

| Delaware | | [added: | | | |] 39-0394230 | [added: | |]

| (State or other jurisdiction of incorporation) | | [added: | | | |] (I.R.S. Employer Identification No.) | [added: | |]

[removed: Dallas, TX][added: Dallas, TX]

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

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

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

| 0.625% Notes due 2024 | [added: | |] KMB24 | [added: | |] New York Stock Exchange | [added: | |]

| Large [removed: Accelerated Filer] [added: accelerated filer] | [added: | |] ☒ | | [added: | | | |] Accelerated filer | [added: | |] ☐ | [added: | | | | | Emerging growth company | | | ☐ | | |]

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

The aggregate market value of the registrant's common stock held by non-affiliates on June 30, [removed: 2019] [added: 2020] (based on closing stock price on the New York Stock Exchange as of such date) was approximately [removed: $45.9] [added: $48.2] billion.

As of January [removed: 31, 2020,] [added: 29, 2021,] there were [removed: 341,795,666] [added: 338,363,924] 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 April 29, [removed: 2020] [added: 2021] is incorporated by reference into Part III.

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| Part I | | | [added: | | | | | |]

| Item 1. | [removed: [Business](#sF3B0961E02325B57BF2DE58984E3D1DD)] | [removed: [1](#sF3B0961E02325B57BF2DE58984E3D1DD)] | [added: [Business](#idde6ee3d9b1249f4a3a54ca447febcda_13) | | | [1](#idde6ee3d9b1249f4a3a54ca447febcda_13) | | |]

| Item 1A. | [added: | |] [Risk [removed: Factors](#s00764983554758BDBBCD67CEB075EC53)] [added: Factors](#idde6ee3d9b1249f4a3a54ca447febcda_16)] | [removed: [2](#s00764983554758BDBBCD67CEB075EC53)] | [added: | [3](#idde6ee3d9b1249f4a3a54ca447febcda_16) | | |]

| Item 1B. | [added: | |] [Unresolved Staff [removed: Comments](#s59B7944FB0475A4CA14F1D33F40D29FC)] [added: Comments](#idde6ee3d9b1249f4a3a54ca447febcda_19)] | [removed: [6](#s59B7944FB0475A4CA14F1D33F40D29FC)] | [added: | [7](#idde6ee3d9b1249f4a3a54ca447febcda_19) | | |]

| Item 2. | [removed: [Properties](#sEC480DA0BCB0577784A95D2777CB2C8C)] | [removed: [6](#sEC480DA0BCB0577784A95D2777CB2C8C)] | [added: [Properties](#idde6ee3d9b1249f4a3a54ca447febcda_22) | | | [7](#idde6ee3d9b1249f4a3a54ca447febcda_22) | | |]

| Item 3. | [added: | |] [Legal [removed: Proceedings](#s5873EC04ECBD592F8144FA5F5D10CB0D)] [added: Proceedings](#idde6ee3d9b1249f4a3a54ca447febcda_25)] | [removed: [6](#s5873EC04ECBD592F8144FA5F5D10CB0D)] | [added: | [7](#idde6ee3d9b1249f4a3a54ca447febcda_25) | | |]

| Item 4. | [added: | |] [Mine Safety [removed: Disclosures](#s0277FD697818567AB2F4334F4150E42D)] [added: Disclosures](#idde6ee3d9b1249f4a3a54ca447febcda_28)] | [removed: [6](#s0277FD697818567AB2F4334F4150E42D)] | [added: | [8](#idde6ee3d9b1249f4a3a54ca447febcda_28) | | |]

| | [added: | |] Information About Our [Executive [removed: Officers](#s1627815F24A059DD8DEA6E68909827EE)] [added: Officers](#idde6ee3d9b1249f4a3a54ca447febcda_31)] | [removed: [7](#s1627815F24A059DD8DEA6E68909827EE)] | [added: | [8](#idde6ee3d9b1249f4a3a54ca447febcda_31) | | |]

| Part II | | | [added: | | | | | |]

| Item 5. | [added: | |] [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#s0FDD51ACF9405931A5ADE793EF039B07)] [added: Securities](#idde6ee3d9b1249f4a3a54ca447febcda_37)] | [removed: [9](#s0FDD51ACF9405931A5ADE793EF039B07)] | [added: | [10](#idde6ee3d9b1249f4a3a54ca447febcda_37) | | |]

| Item 6. | [added: | |] [Selected Financial [removed: Data](#sC81A3C2DC56B513FA14BCFDE94DD8685)] [added: Data](#idde6ee3d9b1249f4a3a54ca447febcda_40)] | [removed: [10](#sC81A3C2DC56B513FA14BCFDE94DD8685)] | [added: | [11](#idde6ee3d9b1249f4a3a54ca447febcda_40) | | |]

| Item 7. | [added: | |] [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#s47C40E1CF1EF598BB51936BE52496207)] [added: Operations](#idde6ee3d9b1249f4a3a54ca447febcda_43)] | [removed: [11](#s47C40E1CF1EF598BB51936BE52496207)] | [added: | [12](#idde6ee3d9b1249f4a3a54ca447febcda_43) | | |]

| Item 7A. | [added: | |] [Quantitative and Qualitative Disclosures About Market [removed: Risk](#sF3560BF2286C574C85FAB00557F28B9F)] [added: Risk](#idde6ee3d9b1249f4a3a54ca447febcda_55)] | [removed: [22](#sF3560BF2286C574C85FAB00557F28B9F)] | [added: | [25](#idde6ee3d9b1249f4a3a54ca447febcda_55) | | |]

| Item 8. | [added: | |] [Financial Statements and Supplementary [removed: Data](#s1E6ADEB8F57456748560D66CEFF5A795)] [added: Data](#idde6ee3d9b1249f4a3a54ca447febcda_58)] | [removed: [24](#s1E6ADEB8F57456748560D66CEFF5A795)] | [added: | [27](#idde6ee3d9b1249f4a3a54ca447febcda_58) | | |]

| Item 9. | [added: | |] [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#s8B4B4292A8845FD0800A925782D1E38E)] [added: Disclosure](#idde6ee3d9b1249f4a3a54ca447febcda_139)] | [removed: [57](#s8B4B4292A8845FD0800A925782D1E38E)] | [added: | [62](#idde6ee3d9b1249f4a3a54ca447febcda_139) | | |]

| Item 9A. | [added: | |] [Controls and [removed: Procedures](#s45133741F7C055E59092DEEE7A891CEF)] [added: Procedures](#idde6ee3d9b1249f4a3a54ca447febcda_142)] | [removed: [57](#s45133741F7C055E59092DEEE7A891CEF)] | [added: | [62](#idde6ee3d9b1249f4a3a54ca447febcda_142) | | |]

| Item 9B. | [added: | |] [Other [removed: Information](#s55837D9F29B8506DA20A56CF0D085E36)] [added: Information](#idde6ee3d9b1249f4a3a54ca447febcda_145)] | [removed: [58](#s55837D9F29B8506DA20A56CF0D085E36)] | [added: | [63](#idde6ee3d9b1249f4a3a54ca447febcda_145) | | |]

| Part III | | | [added: | | | | | |]

| Item 10. | [added: | |] [Directors, Executive Officers and Corporate [removed: Governance](#sC28C843FD5D95D1EBFDC8C553F4C35B2)] [added: Governance](#idde6ee3d9b1249f4a3a54ca447febcda_151)] | [removed: [59](#sC28C843FD5D95D1EBFDC8C553F4C35B2)] | [added: | [64](#idde6ee3d9b1249f4a3a54ca447febcda_151) | | |]

| Item 11. | [added: | |] [Executive [removed: Compensation](#s69F1D3F28576574CBCFA227151C4B950)] [added: Compensation](#idde6ee3d9b1249f4a3a54ca447febcda_154)] | [removed: [59](#s69F1D3F28576574CBCFA227151C4B950)] | [added: | [64](#idde6ee3d9b1249f4a3a54ca447febcda_154) | | |]

| Item 12. | [added: | |] [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#s45E7F49A127D5E518722B4F89EB86124)] [added: Matters](#idde6ee3d9b1249f4a3a54ca447febcda_157)] | [removed: [59](#s45E7F49A127D5E518722B4F89EB86124)] | [added: | [64](#idde6ee3d9b1249f4a3a54ca447febcda_157) | | |]

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Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

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| [Signatures](#idde6ee3d9b1249f4a3a54ca447febcda_175) | | | | | | [68](#idde6ee3d9b1249f4a3a54ca447febcda_175) | | |

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| | | | Emerging growth company | ☐ |

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

[removed: At] [added: As of] December 31, [removed: 2019,] [added: 2020,] we own or lease:

[removed: | • |] [added: -] our principal executive office located in the Dallas, Texas metropolitan area; [removed: |]

[removed: | • |] [added: -] four operating segment and geographic headquarters at two U.S. and two international locations; and [removed: |]

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

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

| North America (in [removed: 15] [added: 14] states in the U.S.) | [removed: 31] | | [added: 30 | | |]

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

| Total (in 34 countries) | [removed: 85] | | [added: 84 | | |]

Consumer tissue and [removed: KCP] [added: K-C Professional] products are produced in [removed: 52] [added: 49] facilities and personal care products are produced in [removed: 47] [added: 49] facilities.

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| | [removed: 6] | [added: | 8 | | |] KIMBERLY-CLARK CORPORATION *- [removed: 2019] [added: 2020] Annual Report* | [added: | |]

INFORMATION [removed: ABOUR] [added: ABOUT] OUR EXECUTIVE OFFICERS

The names and ages of our executive officers as of February [removed: 13, 2020,] [added: 11, 2021,] together with certain biographical information, are as follows:

[removed: Scott Boston, 57,] [added: Sandra R.A. Karrmann, 55,] was elected Senior Vice President and Chief Human Resources Officer in [removed: 2017.][added: October 2020.]

[removed: He] [added: She] 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 labor/employee relations.

[removed: Sergio Cruz, 53,] [added: Gonzalo Uribe, 49,] was elected President, K-C Latin America in [removed: 2017.][added: November 2020.]

[removed: Mr. Cruz] [added: Ms. Underhill] joined Kimberly-Clark in [removed: 2005] [added: 1988] and has held a number of positions with increasing responsibility within [removed: our international business operations.][added: research and engineering, operations and marketing.]

Maria Henry, [removed: 53,] [added: 54,] 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 Company from 2012 to 2014, and Chief Financial Officer of Sara Lee Corporation’s North [removed: American] [added: America] Retail and Food Service business from 2011 to 2012.

Hsu, [removed: 55, was elected Chief Executive Officer in January 2019 and] [added: 56, has served as] Chairman of the Board [removed: in] [added: since] January [removed: 2020.][added: 2020 and as Chief Executive Officer since January 2019.]

Alison Lewis, [removed: 52,] [added: 53,] was elected Chief Growth Officer in July 2019.

Aaron Powell, [removed: 48, will serve as] [added: 49, was elected] President, K-C Asia-Pacific [removed: effective] [added: in] March [removed: 1,] 2020.

He is responsible for our global [removed: professional business,] [added: business to business operations] which [removed: includes] [added: provides a deep range of essential] commercial [added: products and services, including] tissue and [added: surface] wipers, skin care, safety and do-it-yourself products.

| | [removed: 7] | [added: | 9 | | |] KIMBERLY-CLARK CORPORATION *- [removed: 2019] [added: 2020] Annual Report* | [added: | |]

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

Underhill, [removed: 55,] [added: 56,] was elected Group President, K-C North America in 2018.

[removed: She] [added: Ms. Underhill] also serves on the board of directors of Foot Locker, Inc.

Tristram Wilkinson, [removed: 51,] [added: 52,] was elected President, K-C EMEA in 2018.

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

Gustavo L.

Ghory, 62, was elected Senior Vice President and Chief Supply Chain Officer in June 2020.

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

Mr. Ghory joined Kimberly-Clark from SmarterChains, a technology company focused on creating agile operations for manufacturers, where he served as Chairman and Co-Founder since 2017.

Mr. Ghory joined SmarterChains from The Procter & Gamble Company, where he served in multiple roles of increasing responsibility, most recently as Vice President Product Supply - Global Manufacturing.

He also serves on the board of directors of Texas Instruments Incorporated.

Ms. Karrmann joined Kimberly-Clark from Tenet Healthcare Corporation, a diversified healthcare services company, where she served as Executive Vice President and Chief Human Resources Officer since March 2019 and Senior Vice President and Chief Human Resources Officer since November 2017.

Prior to joining Tenet, she served as Senior Vice President and Chief Human Resources Officer for United Surgical Partners International, which operates surgical facilities, since January 2013.

Jeffrey Melucci, 50, was elected Chief Transformation, Business Development and Legal Officer in November 2020.

From April 2020 to November 2020, he served as Senior Vice President, Business Development and General Counsel and from 2017 to April 2020, he served as Senior Vice President - General Counsel.

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From May 2018 to March 2020, he served as President of K-C Professional.

Russell Torres, 49, was elected President of K-C Professional in March 2020.

Mr. Torres joined Kimberly-Clark from Newell Brands Inc., a consumer goods company, where he served as Group President since 2018 and as Chief Transformation Officer from 2016 to 2018.

Prior to joining Newell Brands, Mr. Torres was a partner at Bain & Company from 2013 to 2016.

Prior to that, Mr. Torres served as a senior executive at Mondelez International in its North America Business Unit from 2011 to 2013.

From 2018 to November 2020 he served as Vice President, North Latin America and from 2017 to 2018 he served as Vice President, Andean Region.

Mr. Uribe joined Kimberly-Clark from Mondelēz, where he served in multiple roles of increasing responsibility, most recently as Western Andean, Central America and Caribbean General Manager.

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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.

His current role is President, K-C Asia-Pacific to which he was elected in 2012.

From 2008 to 2012, his title was President, K-C North Asia.

Mr. Agarwal joined Kimberly-Clark from PepsiCo, Inc. where he served from March 2008 to June 2008 as Business Unit General Manager, Sub-Saharan Africa Beverages and Snacks and as Chief Operating Officer, Greater China Beverages from 2005 to February 2008.

J.

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

Prior to joining Kimberly-Clark, Mr. Boston served as Senior Vice President, Human Resources, for McKesson Corporation.

From 2014 to January 2017, Mr. Cruz served as Vice President, K-C Brazil and from 2011 to 2013, he served as Managing Director and Vice President, K-C Eastern Europe.

Jeffrey Melucci, 49, was elected Senior Vice President - General Counsel in 2017.

His current role is President of K-C Professional to which he was elected in 2018.

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

She joined Kimberly-Clark in 1988 and has held a number of positions with increasing responsibility within research and engineering, operations and marketing.

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

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As of January [removed: 31, 2020,] [added: 29, 2021,] we had [removed: 18,719] [added: 18,209] holders of record of our common stock.

During [removed: 2019,] [added: 2020,] we repurchased [removed: 6.2] [added: 4.9] million shares of our common stock at a cost of [removed: $800] [added: $700] through a broker in the open market.

The following table contains information for shares repurchased during the fourth quarter of [removed: 2019.][added: 2020.]

| Period [removed: (2019)] [added: (2020)] | | [added: | | | |] Total Number of Shares Purchased(a) | | | [removed: Average Price Paid Per] [added: | | | Average Price Paid Per] Share | | | | [added: | |] Total Number [removed: of Shares Purchased as] [added: of Shares Purchased as] Part of [removed: Publicly Announced Plans or] [added: Publicly Announced Plans or] Programs | | | [added: | | |] Maximum [removed: Number of] [added: 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] | | [added: |]

[removed: | (a) | Share] [added: (a)Share] repurchases were made pursuant to a share repurchase program authorized by our Board of Directors on November 13, 2014. [removed: This program allows for the repurchase of 40 million shares in an amount not to exceed $5 billion. |]

| | [removed: 9] | [added: | 10 | | |] KIMBERLY-CLARK CORPORATION *- [removed: 2019] [added: 2020] Annual Report* | [added: | |]

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| October 1 to October 31 | | | | | | 608,048 | | | | | | $ | 145.78 | | | | | 34,181,776 | | | | | | 5,818,224 | | |

| November 1 to November 30 | | | | | | 570,400 | | | | | | 138.69 | | | | | | 34,752,176 | | | | | | 5,247,824 | | |

| December 1 to December 31 | | | | | | 554,300 | | | | | | 135.86 | | | | | | 35,306,476 | | | | | | 4,693,524 | | |

| Total | | | | | | 1,732,748 | | | | | | | | | | | | | | | | | | | | |

This program allows for the repurchase of 40 million shares in an amount not to exceed $5 billion.

On January 22, 2021, the Corporation’s Board of Directors authorized a new share repurchase program, pursuant to which the Corporation is authorized to repurchase up to 40 million shares of the Corporation’s common stock, subject to a limit of $5 billion in aggregate expenditures.

The authorization is incremental to the remaining shares available to be repurchased under the current share repurchase program authorized on November 13, 2014.

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

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

| | [removed: 2019(a)] | | [added: 2020(a)] | | [removed: 2018(b)] | | | | [removed: 2017(c)] [added: 2019(b)] | | | | [removed: 2016(d)] | | [added: 2018(c)] | | [removed: 2015(e)] | | | [added: | 2017(d) | | | | | | 2016(e) | | |]

| Net Sales | [added: | |] $ | [removed: 18,450] [added: 19,140] | | | [added: | |] $ | [removed: 18,486] [added: 18,450] | | | [added: | |] $ | [removed: 18,348] [added: 18,486] | | | [added: | |] $ | [removed: 18,287] [added: 18,348] | | | [added: | |] $ | [removed: 18,682] [added: 18,287] | |

| Gross Profit | [removed: 6,035] | | [added: 6,822] | | [added: | | | | 6,035 | | | | | |] 5,597 | | | | [removed: 6,587] | | [added: 6,587] | | [removed: 6,691] | | | | [removed: 6,667] [added: 6,691] | | |

| Operating Profit | [removed: 2,991] | | [added: 3,244] | | [added: | | | | 2,991 | | | | | |] 2,229 | | | | [removed: 3,358] | | [added: 3,358] | | [removed: 3,383] | | | | [removed: 3,038] [added: 3,383] | | |

| Share of Net Income of Equity Companies | [removed: 123] | | [added: 142] | | [added: | | | | 123 | | | | | |] 103 | | | | [removed: 104] | | [added: 104] | | [removed: 132] | | | | [removed: 149] [added: 132] | | |

| Net Income | [removed: 2,197] | | [added: 2,396] | | [added: | | | | 2,197 | | | | | |] 1,445 | | | | [removed: 2,319] | | [added: 2,319] | | [removed: 2,219] | | | | [removed: 1,066] [added: 2,219] | | |

| Net Income Attributable to Noncontrolling Interests | [removed: (40] | | [removed: )] [added: (44)] | | [removed: (35] | | [removed: )] | | [removed: (41] [added: (40)] | | [removed: )] | | [removed: (53] | | [removed: )] [added: (35)] | | [removed: (53] | | [removed: )] | [added: | (41) | | | | | | (53) | | |]

| Net Income Attributable to Kimberly-Clark Corporation | [removed: 2,157] | | [added: 2,352] | | [added: | | | | 2,157 | | | | | |] 1,410 | | | | [removed: 2,278] | | [added: 2,278] | | [removed: 2,166] | | | | [removed: 1,013] [added: 2,166] | | |

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

| Basic | [removed: 6.28] | | [added: 6.90] | | [added: | | | | 6.28 | | | | | |] 4.05 | | | | [removed: 6.44] | | [added: 6.44] | | [removed: 6.03] | | | | [removed: 2.78] [added: 6.03] | | |

| Diluted | [removed: 6.24] | | [added: 6.87] | | [added: | | | | 6.24 | | | | | |] 4.03 | | | | [removed: 6.40] | | [added: 6.40] | | [removed: 5.99] | | | | [removed: 2.77] [added: 5.99] | | |

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

| Declared | [removed: 4.12] | | [added: 4.28] | | [added: | | | | 4.12 | | | | | |] 4.00 | | | | [removed: 3.88] | | [added: 3.88] | | [removed: 3.68] | | | | [removed: 3.52] [added: 3.68] | | |

| Paid | [removed: 4.09] | | [added: 4.24] | | [added: | | | | 4.09 | | | | | |] 3.97 | | | | [removed: 3.83] | | [added: 3.83] | | [removed: 3.64] | | | | [removed: 3.48] [added: 3.64] | | |

| Total Assets | [removed: 15,283] | | [added: 17,523] | | [added: | | | | 15,283 | | | | | |] 14,518 | | | | [removed: 15,151] | | [added: 15,151] | | [removed: 14,602] | | | | [removed: 14,842] [added: 14,602] | | |

| Long-Term Debt | [removed: 6,213] | | [added: 7,878] | | [added: | | | | 6,213 | | | | | |] 6,247 | | | | [removed: 6,472] | | [added: 6,472] | | [removed: 6,439] | | | | [removed: 6,106] [added: 6,439] | | |

| Total Stockholders' Equity | [removed: 194] | | [added: 869] | | [removed: (46] | | [removed: )] | | [removed: 882] [added: 194] | | | | [removed: 117] | | [added: (46)] | | [removed: 40] | | | [added: | 882 | | | | | | 117 | | |]

[removed: | (a) |] [added: (b)] 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. [removed: See Item 8, Notes 2 and 13 to the consolidated financial statements for details. |]

[removed: | (b) |] [added: (c)] 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. [removed: See Item 8, Notes 2 and 11 to the consolidated financial statements for details. |]

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

[removed: | (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 restructuring plan initiated to improve organization efficiency and offset the impact of stranded overhead costs resulting from the spin-off of our health care business (the "2014 Organization Restructuring"). [removed: |]

| | [removed: 10] | [added: | 11 | | |] KIMBERLY-CLARK CORPORATION *- [removed: 2019] [added: 2020] Annual Report* | [added: | |]

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(a) Results include pre-tax charges of $419, $323 after tax, related to the 2018 Global Restructuring Program, acquisition-related costs of $32, $27 after tax, associated with the acquisition of Softex Indonesia, and business tax credits of $77, $51 after tax, related to the resolution of certain Brazil tax matters.

See Item 8, Notes 1, 2 and 3 to the consolidated financial statements for details.

See Item 8, Notes 2 and 14 to the consolidated financial statements for details.

See Item 8, Notes 2 and 12 to the consolidated financial statements for details.

(e) Results include other income of $11 related to an updated assessment of the deconsolidation of our Venezuelan operations.

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| (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. |

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

| (Millions of dollars, except per share amounts) | | [removed: 2019] | | | | [removed: 2018] [added: 2020] | | | | [removed: 2017] | | [added: 2019] | [added: | | | | | 2018 | | |]

| Net Sales | | [added: | | | |] $ | [removed: 18,450] [added: 19,140] | | | [added: | |] $ | [removed: 18,486] [added: 18,450] | | | [added: | |] $ | [removed: 18,348] [added: 18,486] | |

| Cost of products sold | | [removed: 12,415] | | | | [removed: 12,889] [added: 12,318] | | | | [removed: 11,761] | | [added: 12,415] | [added: | | | | | 12,889 | | |]

| Gross Profit | | [removed: 6,035] | | | | [removed: 5,597] [added: 6,822] | | | | [removed: 6,587] | | [added: 6,035] | [added: | | | | | 5,597 | | |]

| Marketing, research and general expenses | | [removed: 3,254] | | | | [removed: 3,367] [added: 3,632] | | | | [removed: 3,202] | | [added: 3,254] | [added: | | | | | 3,367 | | |]

| Other (income) and expense, net | | [removed: (210] | | [removed: )] | | [removed: 1] [added: (54)] | | | | [removed: 27] | | [added: (210)] | [added: | | | | | 1 | | |]

| Operating Profit | | [removed: 2,991] | | | | [removed: 2,229] [added: 3,244] | | | | [removed: 3,358] | | [added: 2,991] | [added: | | | | | 2,229 | | |]

| Nonoperating expense | | [removed: (91] | | [removed: )] | | [removed: (163] [added: (70)] | | [removed: )] | | [removed: (59] | | [removed: )] [added: (91)] | [added: | | | | | (163) | | |]

| Interest income | | [removed: 11] | | | | [removed: 10] [added: 8] | | | | [added: | | 11 | | | | | |] 10 | | |

| Interest expense | | [removed: (261] | | [removed: )] | | [removed: (263] [added: (252)] | | [removed: )] | | [removed: (318] | | [removed: )] [added: (261)] | [added: | | | | | (263) | | |]

| Income Before Income Taxes and Equity Interests | | [removed: 2,650] | | | | [removed: 1,813] [added: 2,930] | | | | [removed: 2,991] | | [added: 2,650] | [added: | | | | | 1,813 | | |]

| Provision for income taxes | | [removed: (576] | | [removed: )] | | [removed: (471] [added: (676)] | | [removed: )] | | [removed: (776] | | [removed: )] [added: (576)] | [added: | | | | | (471) | | |]

| Income Before Equity Interests | | [removed: 2,074] | | | | [removed: 1,342] [added: 2,254] | | | | [removed: 2,215] | | [added: 2,074] | [added: | | | | | 1,342 | | |]

| Share of net income of equity companies | | [removed: 123] | | | | [removed: 103] [added: 142] | | | | [removed: 104] | | [added: 123] | [added: | | | | | 103 | | |]

| Net Income | | [removed: 2,197] | | | | [removed: 1,445] [added: 2,396] | | | | [removed: 2,319] | | [added: 2,197] | [added: | | | | | 1,445 | | |]

| Net income attributable to noncontrolling interests | | [removed: (40] | | [removed: )] | | [removed: (35] [added: (44)] | | [removed: )] | | [removed: (41] | | [removed: )] [added: (40)] | [added: | | | | | (35) | | |]

| Net Income Attributable to Kimberly-Clark Corporation | | [added: | | | |] $ | [removed: 2,157] [added: 2,352] | | | [added: | |] $ | [removed: 1,410] [added: 2,157] | | | [added: | |] $ | [removed: 2,278] [added: 1,410] | |

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

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

| Basic | | [added: | | | |] $ | [removed: 6.28] [added: 6.90] | | | [added: | |] $ | [removed: 4.05] [added: 6.28] | | | [added: | |] $ | [removed: 6.44] [added: 4.05] | |

| Diluted | | [added: | | | |] $ | [removed: 6.24] [added: 6.87] | | | [added: | |] $ | [removed: 4.03] [added: 6.24] | | | [added: | |] $ | [removed: 6.40] [added: 4.03] | |

| | [removed: 24] | [added: | 27 | | |] KIMBERLY-CLARK CORPORATION *- [removed: 2019] [added: 2020] Annual Report* | [added: | |]

| (Millions of dollars) | | [removed: 2019] | | | | [removed: 2018] [added: 2020] | | | | [removed: 2017] | | [added: 2019] | [added: | | | | | 2018 | | |]

| Net Income | | [added: | | | |] $ | [removed: 2,197] [added: 2,396] | | | [added: | |] $ | [removed: 1,445] [added: 2,197] | | | [added: | |] $ | [removed: 2,319] [added: 1,445] | |

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

| Unrealized currency translation adjustments | | [removed: 19] | | | | [removed: (428] [added: 129] | | [removed: )] | | [removed: 517] | | [added: 19] | [added: | | | | | (428) | | |]

| Employee postretirement benefits | | [removed: 12] | | | | [removed: 140] [added: 37] | | | | [removed: 118] | | [added: 12] | [added: | | | | | 140 | | |]

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

| Total Other Comprehensive Income (Loss), Net of Tax | | [removed: (3] | | [removed: )] | | [removed: (237] [added: 132] | | [removed: )] | | [removed: 590] | | [added: (3)] | [added: | | | | | (237) | | |]

| Comprehensive Income | | [removed: 2,194] | | | | [removed: 1,208] [added: 2,528] | | | | [removed: 2,909] | | [added: 2,194] | [added: | | | | | 1,208 | | |]

| Comprehensive income attributable to noncontrolling interests | | [removed: (31] | | [removed: )] | | [removed: (22] [added: (55)] | | [removed: )] | | [removed: (76] | | [removed: )] [added: (31)] | [added: | | | | | (22) | | |]

| Comprehensive Income Attributable to Kimberly-Clark Corporation | | [added: | | | |] $ | [removed: 2,163] [added: 2,473] | | | [added: | |] $ | [removed: 1,186] [added: 2,163] | | | [added: | |] $ | [removed: 2,833] [added: 1,186] | |

| | [removed: 25] | [added: | 28 | | |] KIMBERLY-CLARK CORPORATION *- [removed: 2019] [added: 2020] Annual Report* | [added: | |]

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

| (Millions of dollars) | | [added: | | | | 2020 | | | | | |] 2019 | | | | [added: | |] 2018 | | |

| ASSETS | | | | | | | | | [added: | | | | | |]

| Current Assets | | | | | | | | | [added: | | | | | |]

| Cash and cash equivalents | | [added: | | | |] $ | [removed: 442] [added: 303] | | | [added: | |] $ | [removed: 539] [added: 442] | |

| Accounts receivable, net | | [removed: 2,263] | | | | [removed: 2,164] [added: 2,235] | | | [added: | | | 2,263 | | |]

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| (Millions of dollars) | | | | | | 2020 | | | | | | 2019 | | |

| Other Intangible Assets, Net | | | | | | 832 | | | | | | 29 | | |

| Other Assets | | | | | | 1,280 | | | | | | 1,012 | | |

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| Other comprehensive income, net of tax, excludes redeemable interests' share | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 121 | | | | | | 12 | | | | | | 133 | | |

| Shares repurchased | | | | | | — | | | | | | — | | | | | | — | | | | | | 5,063 | | | | | | (716) | | | | | | — | | | | | | — | | | | | | — | | | | | | (716) | | |

| Balance at December 31, 2020 | | | | | | 378,597 | | | | | | $ | 473 | | | | | $ | 657 | | | | | 39,873 | | | | | | $ | (4,899) | | | | | $ | 7,567 | | | | | $ | (3,172) | | | | | $ | 243 | | | | | $ | 869 | |

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| Acquisition, net of cash acquired | | | | | | (1,083) | | | | | | (4) | | | | | | — | | |

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

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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.

Indefinite-lived intangible assets, other than goodwill, consist of certain brand names related to our acquisition of Softex Indonesia and are tested for impairment annually at the same time as our goodwill impairment assessment and whenever events and circumstances indicate that impairment may have occurred.

Our estimate of the fair value of our brand assets is based on a discounted cash flow model and a market-based approach using inputs which include projected revenues from our long-range plan, assumed royalty rates that could be payable if we did not own the brands, and a discount rate.

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Certain amounts not directly associated with the current operations of the business are recorded in Other (income) and expense, net.

In the fourth quarter of 2020, we received a favorable legal ruling that resolved certain matters related to prior years’ business taxes in Brazil.

These matters involved the revenue base, which included value added taxes, used to calculate and pay social security taxes for the period 2004 to 2014.

In the legal ruling, the São Paulo State Court recognized our right to exclude the value added taxes from the revenue base used to calculate those social security taxes.

This decision resulted in business tax credits being recognized of $77 that we expect to use by the end of 2024.

In the fourth quarter of 2019, gains of $194 on the sales of manufacturing facilities and associated real estate which were disposed of as part of the restructuring were recorded.

See Note 2. Also, in the fourth quarter of 2019, we recognized a gain of $31 on the sale of property associated with a former manufacturing facility that was closed in 2012 as part of a past restructuring.

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In March 2020, the FASB issued ASU No. 2020-04, *Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.* This guidance provides temporary optional expedients and exceptions to accounting guidance on contract modifications and hedge accounting to ease entities’ financial reporting burdens as the market transitions from the London Interbank Offered Rate (LIBOR) and other interbank offered rates to alternative reference rates.

The guidance was effective upon issuance and generally can be applied through December 31, 2022.

In January 2021, the FASB issued ASU No. 2021-01 to further clarify the scope of this guidance.

The new guidance also changes the calculation of the income tax impact of hybrid taxes and the methodology for calculating income taxes in an interim period.

We adopted this standard as of January 1, 2021 on either a prospective basis, or through a modified retrospective approach, as required by the standard.

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| Balance at December 31, 2016 | | 378,597 | | | $ | 473 | | | $ | 600 | | | 22,029 | | | $ | (2,571 | ) | | $ | 4,870 | | | $ | (3,474 | ) | | $ | 219 | | | $ | 117 | |

| Shares repurchased | | — | | | — | | | | — | | | | 7,388 | | | (927 | | ) | | — | | | | — | | | | — | | | | (927 | | ) |

Fair value is estimated based on discounted cash flows.

For 2019, we completed the required

The new guidance requires a lessee to recognize assets and liabilities for all leases with lease terms of more than 12 months and provide additional disclosures.

The ASU requires adoption using a modified retrospective transition approach with either 1) periods prior to the adoption date being recast or 2) a cumulative-effect adjustment recognized to the opening balance of retained earnings on the adoption date with prior periods not recast.

We adopted this standard on January 1, 2019 using the cumulative-effect adjustment approach.

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.

We implemented processes and a lease accounting system to ensure adequate internal controls were in place to assess our contracts and enable proper accounting and reporting of financial information upon adoption.

No cumulative-effect adjustment was recognized as the amount was not material, and the impact on our results of operations and cash flows was also not material.

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

The FASB issued ASU No. 2017-12, *Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities*.

The new standard makes more financial and non-financial hedging strategies eligible for hedge accounting.

It also amends presentation and disclosure requirements and changes how companies assess hedge effectiveness.

This ASU requires

adoption using a modified retrospective transition approach with a cumulative-effect adjustment recognized to the opening balance of retained earnings on the adoption date with prior periods not recast.

The FASB issued ASU No. 2018-13, *Fair Value Measurement (Topic 820)*.

The new guidance modifies disclosure requirements related to fair value measurement.

The amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019.

Implementation on a prospective or retrospective basis varies by specific disclosure requirement.

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

The impact on our disclosures was not material.

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

For public companies, the amendments in this ASU are effective for fiscal years beginning after December 15, 2020 and interim periods within those fiscal years.

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.

Amendments are to be applied prospectively, except for certain amendments that are to be applied either retrospectively or with a modified retrospective approach through a cumulative effect adjustment recorded to retained earnings.

Certain capital appropriations under the 2018 Global Restructuring Program are being finalized.

Accounting for actions related to each appropriation will commence when the appropriation is authorized for execution.

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| | Twelve Months Ended December 31, 2019 | | | | Twelve Months Ended December 31, 2018 | | |

| | |

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As of December 31, [removed: 2019,] [added: 2020,] 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: 2019.][added: 2020.]

We have assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2019.][added: 2020.]

Based on this assessment, management believes that, as of December 31, [removed: 2019,] [added: 2020,] 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: 2019,] [added: 2020,] and has expressed an unqualified opinion in their report, which appears in this report.

To the [removed: Stockholders] [added: stockholders] and the Board of Directors of [added: Kimberly-Clark Corporation:]

[removed: Kimberly-Clark Corporation:][added: | | | | 62 | | | KIMBERLY-CLARK CORPORATION *- 2020 Annual Report* | | |]

We have audited the internal control over financial reporting of Kimberly-Clark Corporation and subsidiaries (the “Corporation”) as of December 31, [removed: 2019,] [added: 2020,] 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: 2019,] [added: 2020,] 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: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] the related consolidated statements of income, comprehensive income, stockholders' equity, and cash flows, [added: and the related notes] for each of the three years in the period ended December 31, [removed: 2019,] [added: 2020,] of the Corporation and our report dated February [removed: 13, 2020,] [added: 11, 2021,] expressed an unqualified opinion on those financial statements.

A [removed: corporation’s] [added: company’s] internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the [removed: Corporation;] [added: corporation;] (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the [removed: Corporation] [added: corporation] are being made only in accordance with authorizations of management and directors of the [removed: Corporation;] [added: corporation;] and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the [removed: Corporation’s] [added: company’s] assets that could have a material effect on the financial statements.

| /s/ DELOITTE & TOUCHE LLP | [added: | |]

| Deloitte & Touche LLP | [added: | |]

| Dallas, Texas | [added: | |]

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| February 11, 2021 | | |

| | | |

| | 57 | KIMBERLY-CLARK CORPORATION *- 2019 Annual Report* |

| |

| --- |

| February 13, 2020 |

| | [removed: 58] | [added: | 63 | | |] KIMBERLY-CLARK CORPORATION *- [removed: 2019] [added: 2020] Annual Report* | [added: | |]

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

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| --- | --- |

The following sections of our [removed: 2020] [added: 2021] Proxy Statement for the Annual Meeting of Stockholders (the [removed: "2020] [added: "2021] Proxy Statement") are incorporated in this Item 10 by reference:

[removed: | • | "The Nominees" under "Proposal 1.] Election of Directors," which identifies our directors and nominees for our Board of Directors. [removed: |]

[removed: | • |] [added: -] "Corporate Governance - Other Corporate Governance Policies and Practices - Code of Conduct," which describes our Code of Conduct. [removed: |]

[removed: | • | "Corporate Governance - Stockholder Rights," "Proposal 1.] Election of Directors," "Other Information - Stockholder Director Nominees for Inclusion in Next Year's Proxy Statement," and "Other Information - Stockholder Director Nominees Not Included in Next Year's Proxy Statement," which describe the procedures by which stockholders may nominate candidates for election to our Board of Directors. [removed: |]

[removed: | • |] [added: -] "Corporate Governance - Board Committees - Audit Committee," which identifies members of the Audit Committee of our Board of Directors and audit committee financial experts. [removed: |]

- "The Nominees" under "Proposal 1.

- "Corporate Governance - Stockholder Rights," "Proposal 1.

| | |

| --- | --- |

The information in the sections of our [removed: 2020] [added: 2021] 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: 2020] [added: 2021] 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: 2020] [added: 2021] 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: 2020] [added: 2021] Proxy Statement captioned "Principal Accounting Firm Fees" and "Audit Committee Approval of Audit and Non-Audit Services" under "Proposal 2.

| | [removed: 59] | [added: | 64 | | |] KIMBERLY-CLARK CORPORATION *- [removed: 2019] [added: 2020] Annual Report* | [added: | |]

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

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

[removed: | 2. | Financial] [added: 2.Financial] statement schedules. [removed: |]

| Exhibit No. (2)a. | [added: | |] [Distribution Agreement, dated October 31, 2014, between Halyard Health, Inc. and the Corporation, incorporated by reference to Exhibit No. 2.1 of the Corporation's Current Report on Form 8-K filed on November 5, 2014.](http://www.sec.gov/Archives/edgar/data/55785/000119312514397382/d815290dex21.htm) | [added: | |]

| Exhibit No. (3)a. | [added: | |] [Amended and Restated Certificate of Incorporation, dated April 30, 2009, incorporated by reference to Exhibit No. (3)a of the Corporation's Current Report on Form 8-K filed on May 1, 2009.](http://www.sec.gov/Archives/edgar/data/55785/000005578509000015/kc_ex3a.htm) | [added: | |]

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

| Exhibit No. (4)a. | [added: | |] [First Amended and Restated Indenture dated as of March 1, 1988 between the Corporation and The Bank of New York Mellon Trust Company, N.A. (as successor in interest to The First National Bank of Chicago) as Trustee (originally executed with Bank of America National Trust and Savings Association) (incorporated by reference to Exhibit No. 4.1 to the Registration Statement on Form S-3 filed on February 2, 1998 (Registration No. 333-45399)).](http://www.sec.gov/Archives/edgar/data/55785/0000950134-98-000673-index.html) | [added: | |]

| Exhibit No. (4)b. | [added: | |] [First Supplemental Indenture, dated as of November 6, 1992, to the Indenture (incorporated by reference to Exhibit No. 4.3 to the Registration Statement on Form S-3 filed on June 17, 1994 (Registration No. 33-54177)).](http://www.sec.gov/Archives/edgar/data/55785/0000912057-94-002080-index.html) | [added: | |]

| Exhibit No. (4)c. | [added: | |] [Second Supplemental Indenture, dated as of May 25, 1994, to the Indenture (incorporated by reference to Exhibit No. 4.4 to the Registration Statement on Form S-3 filed on June 17, 1994 (Registration No. 33-54177)).](http://www.sec.gov/Archives/edgar/data/55785/0000912057-94-002080-index.html) | [added: | |]

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

| Exhibit No. [removed: (4)e.] [added: (21).] | [removed: [Description] [added: | | [Subsidiaries] of the [removed: Corporation’s Common Stock,] [added: Corporation,] filed [removed: herewith.](https://www.sec.gov/Archives/edgar/data/55785/000005578520000016/kmb10k2019exhibit4e.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/55785/000005578521000016/kmb_10kx2020xexhibit21.htm)] | [added: | |]

| Exhibit No. (4)f. | [added: | |] [Description of the Corporation’s 0.625% Notes due [removed: 2024, filed herewith.](https://www.sec.gov/Archives/edgar/data/55785/000005578520000016/kmb10k2019exhibit4f.htm)] [added: 2024,](https://www.sec.gov/Archives/edgar/data/55785/000005578520000016/kmb10k2019exhibit4f.htm) [incorporated by reference to Exhibit No. (4)f of the Corporation's Annual Report on Form 10-K for the year ended December 31, 2019.](https://www.sec.gov/Archives/edgar/data/55785/000005578520000016/kmb10k2019exhibit4f.htm)] | [added: | |]

| | [removed: 60] | [added: | 65 | | |] KIMBERLY-CLARK CORPORATION *- [removed: 2019] [added: 2020] Annual Report* | [added: | |]

| Exhibit No. [removed: (10)a.] [added: (10)g.] | [removed: [Management Achievement Award Program,] [added: | | [Outside Directors' Stock Compensation Plan,] as [removed: amended and restated November 13, 2008,] [added: amended,] incorporated by reference to Exhibit No. [removed: (10)a] [added: (10)g] of the Corporation's Annual Report on Form 10-K for the year ended December 31, [removed: 2008.*](http://www.sec.gov/Archives/edgar/data/55785/000119312509040737/dex10a.htm)] [added: 2002.*](http://www.sec.gov/Archives/edgar/data/55785/000005578503000001/ex10g.txt)] | [added: | |]

| Exhibit No. [removed: (10)b.] [added: (10)p.] | [removed: [Executive Severance] [added: | | [Severance Pay] Plan, [removed: as] amended and [removed: restated as of December 31,] [added: restated, effective January 1,] 2017, incorporated by reference to Exhibit No. [removed: (10)b] [added: (10)p] of the Corporation's [removed: Current] [added: Quarterly] Report on Form [removed: 8-K filed on November 16, 2017.*](http://www.sec.gov/Archives/edgar/data/55785/000005578517000070/exhibit10b.htm)] [added: 10-Q for the quarter ended September 30, 2017.*](http://www.sec.gov/Archives/edgar/data/55785/000005578517000067/kmb_10qxq3xexhibit10px2017.htm)] | [added: | |]

| Exhibit No. (10)c. | [added: | |] [Seventh Amended and Restated Deferred Compensation Plan for Directors, effective January 1, 2008, incorporated by reference to Exhibit No. (10)c of the Corporation's Quarterly Report on Form 10-Q for the quarter ended March 31, 2008.*](http://www.sec.gov/Archives/edgar/data/55785/000005578508000020/kc_10q-1q08ex10c.htm) | [added: | |]

| Exhibit No. [removed: (10)d.] [added: (10)h.] | [removed: [Executive Officer Achievement Award Program] [added: | | [Supplemental Benefit Plan to the Kimberly-Clark Corporation Pension Plan,] as amended [removed: November 12, 2008,] [added: and restated effective April 17, 2009,] incorporated by reference to Exhibit No. [removed: (10)d] [added: (10)h] of the Corporation's Annual Report on Form 10-K for the year ended December 31, [removed: 2008.*](http://www.sec.gov/Archives/edgar/data/55785/000119312509040737/dex10d.htm)] [added: 2009.*](http://www.sec.gov/Archives/edgar/data/55785/000119312510038621/dex10h.htm)] | [added: | |]

| Exhibit No. [removed: (10)f.] [added: (10)i.] | [removed: [Deferred Compensation] [added: | | [Second Supplemental Benefit Plan to the Kimberly-Clark Corporation Pension] Plan, as amended and restated, [removed: dated December 31, 2005,] [added: effective April 17, 2009,] incorporated by reference to Exhibit No. [removed: (10)f] [added: (10)i] of the Corporation's Annual Report on Form 10-K for the year ended December 31, [removed: 2005.*](http://www.sec.gov/Archives/edgar/data/55785/000119312506037643/dex10f.htm)] [added: 2009.*](http://www.sec.gov/Archives/edgar/data/55785/000119312510038621/dex10i.htm)] | [added: | |]

| Exhibit No. [removed: (10)g.] [added: (4)e.] | [removed: [Outside Directors' Stock Compensation Plan, as amended, incorporated] [added: | | [Description of the Corporation’s Common Stock,](https://www.sec.gov/Archives/edgar/data/55785/000005578520000016/kmb10k2019exhibit4e.htm) [incorporated] by reference to Exhibit No. [removed: (10)g] [added: (4)e] of the [removed: Corporation's] [added: Corporations'] Annual Report on Form 10-K for the [removed: year] [added: ye](https://www.sec.gov/Archives/edgar/data/55785/000005578520000016/kmb10k2019exhibit4e.htm)[ar] ended December [removed: 31, 2002.*](http://www.sec.gov/Archives/edgar/data/55785/000005578503000001/ex10g.txt)] [added: 31,](https://www.sec.gov/Archives/edgar/data/55785/000005578520000016/kmb10k2019exhibit4e.htm) [2019](https://www.sec.gov/Archives/edgar/data/55785/000005578520000016/kmb10k2019exhibit4e.htm)[.](https://www.sec.gov/Archives/edgar/data/55785/000005578520000016/kmb10k2019exhibit4e.htm)] | [added: | |]

| Exhibit No. [removed: (10)h.] [added: (10)j.] | [removed: [Supplemental Benefit Plan to the Kimberly-Clark] [added: | | [Kimberly-Clark] Corporation [removed: Pension] [added: Supplemental Retirement 401(k) and Profit Sharing] Plan, as amended and [removed: restated] [added: restated,] effective [removed: April 17, 2009,] [added: January 1, 2010,] incorporated by reference to Exhibit No. [removed: (10)h] [added: (10)j] of the Corporation's [removed: Annual] [added: Current] Report on Form [removed: 10-K for the year ended December 31, 2009.*](http://www.sec.gov/Archives/edgar/data/55785/000119312510038621/dex10h.htm)] [added: 8-K filed on December](http://www.sec.gov/Archives/edgar/data/55785/000119312509257047/dex10j.htm) [](http://www.sec.gov/Archives/edgar/data/55785/000119312509257047/dex10j.htm)[3](http://www.sec.gov/Archives/edgar/data/55785/000119312509257047/dex10j.htm)[1, 2009.*](http://www.sec.gov/Archives/edgar/data/55785/000119312509257047/dex10j.htm)] | [added: | |]