Kimberly-Clark (KMB) 10-K risk factor changes: FY2021 vs FY2020

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 [removed: programs and restructuring initiatives,] [added: programs,] 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.

| | | | [removed: 3] [added: 4] | | | KIMBERLY-CLARK CORPORATION *- [removed: 2020] [added: 2021] Annual Report* | | |

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

There can be no assurance that our efforts to [removed: increase] [added: minimize the impact of increased costs, including increasing] selling [removed: prices] [added: prices,] in response to [added: the] increased costs will be successful.

About half of our net sales come from markets outside the U.S. We and our equity companies have manufacturing facilities in [removed: 34] [added: 33] countries and sell products in a substantial majority of countries around the world.

A portion of the exposures, arising from transactions and commitments denominated in non-local currencies, is systematically managed through [removed: foreign currency forward and swap contracts where available and economically advantageous.]

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 [added: consequences could adversely affect our financial results.]

| | | | [removed: 4] [added: 5] | | | KIMBERLY-CLARK CORPORATION *- [removed: 2020] [added: 2021] Annual Report* | | |

We may pursue acquisitions of product lines or businesses from third parties, including our [removed: recent] acquisition of Softex [removed: Indonesia.][added: Indonesia in October 2020.]

| | | | [removed: 5] [added: 6] | | | KIMBERLY-CLARK CORPORATION *- [removed: 2020] [added: 2021] Annual Report* | | |

[removed: Some of these competitors may have better access to financial resources and greater] market penetration, which enable them to offer a wider variety of products and services at more competitive prices.

[removed: It] [added: In order to stay competitive, it] may be necessary for us to lower prices on our products and increase spending on advertising and promotions, which could adversely affect our financial results.

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 [added: customer or] consumer response to pricing actions, consumer shifts in distribution from traditional retailers to e-tailers, [added: subscription services and direct to consumer businesses,] 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: 6] [added: 7] | | | KIMBERLY-CLARK CORPORATION *- [removed: 2020] [added: 2021] Annual Report* | | |

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

[removed: Other] [added: Some] jurisdictions [removed: are contemplating changes or] have unpredictable enforcement activity.

technology infrastructure remotely as a result of the COVID-19 pandemic.

We are in the process of upgrading our enterprise resource planning system (known as SAP) to enhance operating efficiencies and provide more effective management of our business operations.

The upgrade poses several challenges, including training of personnel, communication of new rules and procedures, migration of data, and the potential instability of the new system.

Moreover, there is no assurance that the new system will meet our current and future business needs or that it will operate as designed.

Any significant failure or delay in the system upgrade could cause an interruption to our business and adversely affect our operations and financial results.

foreign currency forward and swap contracts where available and economically advantageous.

- Greater economic volatility and vulnerability to infrastructure and labor disruptions.

Climate change and other sustainability matters may adversely affect our business and operations.

There is growing concern that carbon dioxide and other greenhouse gases in the atmosphere may have an adverse impact on global temperatures, weather patterns, and the frequency and severity of extreme weather and natural disasters.

We have transition risk where we may be subjected to decreased availability or less favorable pricing for water and other raw materials as a result of such change, which could impact our manufacturing and distribution operations.

Moreover, we have physical risk where natural disasters and extreme weather conditions may disrupt the productivity of our facilities or the operation of our supply chain.

In addition, concern over climate change may result in new legal and regulatory requirements to reduce or mitigate the effects of climate change on the environment.

Despite our sustainability efforts, any failure to achieve our sustainability goals, including those aimed to reduce our impact on, improve or preserve the environment, or the perception (whether or not valid) that we have failed to act responsibly with respect to such matters or to effectively respond to new legal or regulatory requirements regarding climate change, could adversely affect our business and reputation.

There is also increased focus, including by governmental and non-governmental organizations, investors, customers, consumers, our employees and other stakeholders on these and other sustainability matters, including responsible sourcing and deforestation, the use of plastic, energy and water, the recyclability or recoverability of packaging, including single-use and other plastic packaging and ingredient transparency.

Our reputation could be damaged if we do not (or are perceived not to) act responsibly with respect to sustainability matters, which could adversely affect our business.

Some of these competitors may have better access to financial resources and greater

Tax laws are dynamic and subject to change as new laws are passed and new interpretations of the law are issued or applied.

| | | | | | | | | |

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

| | | | 8 | | | KIMBERLY-CLARK CORPORATION *- 2021 Annual Report* | | |

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.

In January 2018, we announced a global restructuring program.

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

Many of these jurisdictions have made changes to their tax policies, including tax reform in the U.S. that was enacted in December 2017.

This discussion and analysis compares [removed: 2020] [added: 2021] results to [removed: 2019.][added: 2020.]

For a discussion that compares our [removed: 2019] [added: 2020] results to [removed: 2018,] [added: 2019,] see Management's Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7 of our [removed: 2019] [added: 2020] Annual Report on Form 10-K.

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

- Overview of [removed: 2020] [added: 2021] Results

See Item 8, Note [removed: 2] [added: 6] to the consolidated financial statements for details.

See Item 8, Note [removed: 3] [added: 1] to the consolidated financial statements for [removed: details.][added: a description of recent accounting standards and their anticipated effects on our consolidated financial statements.]

| | | | [removed: 12] [added: 14] | | | KIMBERLY-CLARK CORPORATION *- [removed: 2020] [added: 2021] Annual Report* | | |

We are a global company focused on [removed: leading the world in essentials] [added: delivering products and solutions that provide better care] for a better [removed: life,] [added: world,] with manufacturing facilities in [removed: 34] [added: 33] countries, including our equity affiliates, and products sold in more than 175 countries and territories.

These business segments are described in greater detail in Item 8, Note [removed: 14] [added: 15] to the consolidated financial statements.

This transaction significantly [removed: expands] [added: expanded] our presence in an important [removed: D&E] [added: developing and emerging] market and is a strong strategic fit with our core business.

Overview of [removed: 2020] [added: 2021] Results

- Net sales of [removed: $19.1] [added: $19.4] billion increased [removed: 4] [added: 2] percent.

Organic sales [removed: increased 6] [added: decreased 1] percent.

Changes in foreign currency exchange rates [removed: reduced] [added: decreased] sales by [removed: 2] [added: 1] percent.

- In North America, organic sales [removed: increased 10] [added: decreased 5] percent in consumer products and [removed: decreased 5] [added: increased 1] percent in K-C Professional.

- Outside North America, organic sales increased [removed: 3] [added: 5] percent in D&E Markets and [removed: 6] [added: decreased 3] percent in Developed Markets.

- Operating Profit and Net Income Attributable to Kimberly-Clark were [removed: $3,244] [added: $2,561] and [removed: $2,352] [added: $1,814] in [removed: 2020,] [added: 2021,] respectively.

- Diluted earnings per share were [removed: $6.87] [added: $5.35] in [removed: 2020] [added: 2021] compared to [removed: $6.24] [added: $6.87] in [removed: 2019.][added: 2020.]

Results in [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] include net charges of [removed: $0.94] [added: $0.83] and [removed: $0.72,] [added: $0.94,] respectively, related to the 2018 Global Restructuring Program.

Cash provided by operations was [added: $2.7 billion in 2021 compared to] $3.7 billion in 2020.

We raised our dividend in [removed: 2020] [added: 2021] by [removed: 4] [added: 6.5] percent, the [removed: 48th] [added: 49th] consecutive annual increase in our dividend.

Altogether, share repurchases and dividends in [removed: 2020] [added: 2021] amounted to [removed: $2.15] [added: $1.9] billion.

In [removed: 2021,] [added: 2022,] we plan to continue to execute our strategies for long-term success which include delivering balanced, sustainable growth by growing our brands in-line with or ahead of category growth, leveraging our cost and financial discipline to fund growth and improve margins, and allocating capital in value-creating ways.

[removed: Accelerating growth in D&E] [added: Expanding our] markets is our second pillar and emphasizes Personal Care [removed: and K-C Professional] with Latin America, [removed: China,] [added: Asia,] Eastern [removed: Europe] [added: Europe, the Middle East] and [removed: ASEAN] [added: Africa] as our priority markets.

[removed: 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, [removed: completing the execution of the 2018 Global Restructuring program,] controlling discretionary spending, driving down working capital and maintaining the top-tier return on invested [added: capital.]

| | | | [removed: 13] [added: 15] | | | KIMBERLY-CLARK CORPORATION *- [removed: 2020] [added: 2021] Annual Report* | | |

This section presents a discussion and analysis of net sales, operating profit and other information relevant to an understanding of [removed: 2020] [added: 2021] results of operations.

| | | | [removed: 14] [added: 16] | | | KIMBERLY-CLARK CORPORATION *- [removed: 2020] [added: 2021] Annual Report* | | |

| | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | Change [removed: 2020] [added: 2021] vs. [removed: 2019] [added: 2020] | | | | | | | | | | | | | | |

| North America | | | $ | [removed: 10,394] [added: 10,052] | | | | | $ | [removed: 9,735] [added: 10,394] | | | | | [removed: +7] [added: \-3] | | % | | | | | | | | | | | | |

| Outside North America | | | [removed: 9,018] [added: 9,697] | | | | | | [removed: 8,981] [added: 9,018] | | | | | | [removed: —] [added: +8] | | [added: %] | | | | | | | | | | | | |

| Intergeographic sales | | | [removed: (272)] [added: (309)] | | | | | | [removed: (266)] [added: (272)] | | | | | | [removed: +2] [added: +14] | | % | | | | | | | | | | | | |

| Total Net Sales | | | [removed: 19,140] [added: 19,440] | | | | | | [removed: 18,450] [added: 19,140] | | | | | | [removed: +4] [added: +2] | | % | | | | | | | | | | | | |

| North America | | | [removed: 2,689] [added: 2,066] | | | | | | [removed: 2,441] [added: 2,689] | | | | | | [removed: +10] [added: \-23] | | % | | | | | | | | | | | | |

| Outside North America | | | [removed: 1,221] [added: 1,082] | | | | | | [removed: 1,127] [added: 1,221] | | | | | | [removed: +8] [added: \-11] | | % | | | | | | | | | | | | |

| Corporate & Other(a) | | | [removed: (720)] [added: (559)] | | | | | | [removed: (787)] [added: (720)] | | | | | | N.M. | | | | | | | | | | | | | | |

| Other (income) and expense, [removed: net(a)] [added: net] | | | [removed: (54)] | | | [added: 28] | | | [removed: (210)] | | | [added: 10] | | | [removed: \-74] | | [removed: %] | | | | | | | | | | | | | [added: | | | | | | 18 | | |]

| Total Operating Profit | | | [removed: 3,244] [added: 2,561] | | | | | | [removed: 2,991] [added: 3,244] | | | | | | [removed: +8] [added: \-21] | | % | | | | | | | | | | | | |

| Provision for income taxes | | | [removed: (676)] [added: (479)] | | | | | | [removed: (576)] [added: (676)] | | | | | | [removed: +17] [added: \-29] | | % | | | | | | | | | | | | |

- Business Environment and Trends

The restructuring actions were completed in 2021.

In 2018, we initiated our 2018 Global Restructuring Program to reduce our structural cost base by streamlining and simplifying our manufacturing supply chain and overhead organization.

The restructuring impacted all of our business segments and our organizations in all major geographies.

The restructuring actions were completed in 2021.

Savings from this initiative were $140 in 2021, bringing cumulative annual savings to $560 versus the 2017 baseline.

Changes in foreign currency exchange rates increased sales by 1 percent, and the net impact of the Softex Indonesia acquisition and business exits in conjunction with the 2018 Global Restructuring Program increased sales approximately 1 percent.

Both strategies are enabled by our focus on accelerating and investing in our

Business Environment and Trends

Our results of operations have been, and we expect them to continue to be, affected by the following factors and key trends, which may cause our future results of operations to differ from our historical results discussed under “Results of Operations and Related Information.”

*COVID-19* - The macro business environment experienced unprecedented volatility in 2021 related to the continuing effect the global COVID-19 pandemic has had on supply and demand dynamics.

We participate in fixed consumption categories where demand is generally very stable.

Over the last two years, our sales have fluctuated, especially in Consumer Tissue and K-C Professional, because of COVID-19-related demand spikes, inventory destocking, and consumer usage pattern disruption.

Additionally, consumer incomes have been negatively impacted by the pandemic leading to lower usage, trade-down on price tiers and slower entry into some of our categories.

COVID-19 outbreaks and patterns are difficult to predict and therefore volatility of demand for our products may continue in the near term.

The pandemic has significantly disrupted supply chains across the globe.

A steep drop in aggregate demand at the beginning of the pandemic caused aggregate supply to sharply contract.

When demand for goods resumed at the end of 2020, supply shortages led to record levels of inflation in commodities and other costs.

In addition to inflation, logistics and distribution networks, especially in the U.S., have been severely impacted by container and truck shortages and significant labor supply issues.

These effects have caused challenges getting input materials into our production facilities, production delays, and delays and meaningfully higher costs to get products from our production facilities to our customers.

The net effect of the global supply chain disruption led to an unprecedented increase in costs in 2021.

The underlying causes of the disruption and higher costs will take time to be resolved.

*Birth Rate Trends* - Sales of our baby and child care products are highly correlated with birth rate trends.

In recent years, birth rate declines in key countries, including China, South Korea, Russia, and the U.S., have pressured category volume growth rates.

To help mitigate the effects of birth rate declines, we aim to drive sales growth at or ahead of category growth rates through innovation, premiumization, strong brand building plans and digital marketing investment as part of our Elevate and Expand growth strategy.

*Competition* - Our products are sold in a highly competitive global marketplace.

Our competitors include global, regional and local manufacturers, including private label manufacturers which offer products that are typically sold at lower prices.

In particular, private label market share has been increasing in the tissue category.

Increased purchases of private label products could reduce net sales of our higher-margin products which would negatively impact our profitability.

While the global marketplace in which we operate has always been highly competitive, we continue to experience increased concentration and the growing presence of large-format retailers, discounters and e-tailers.

This market environment has resulted in increased pressure on pricing and other competitive factors, and we expect these pressures to continue in the coming year.

*Pricing* - Our net sales growth and profitability may be affected as we adjust prices to address market conditions.

We adjust our product prices based on a number of variables including demand, the competitive environment, technological improvements and changes in our raw material, distribution, energy and other input costs.

We increased our prices in 2021 in response to record inflation related to the COVID-19 pandemic.

In 2022, we anticipate changing market conditions to continue to impact pricing.

Price changes may affect net sales, earnings and market share in the near term as the market adjusts to new pricing and other market conditions.

*Operating Costs* - Our operating costs include raw materials, labor, selling, general and administrative expenses, taxes, currency impacts and financing costs.

We manage these costs through cost saving and productivity initiatives, sourcing and hedging programs, and pricing actions.

To remain competitive on our operating structure, we continue to work on programs to expand our profitability, such as our FORCE program.

In 2021, our results were impacted by an unprecedented increase in our costs, particularly for pulp, resin, distribution and energy, primarily related to COVID-19 pandemic driven effects.

- Impact of COVID-19

- Unaudited Quarterly Data

- 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.

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.

Results in 2019 also include 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.

capital.

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.

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

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

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

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

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

| Diluted Earnings per Share(a) | | | | | | 6.24 | | | | | | (0.72) | | | | | | 0.07 | | | | | | 6.89 | | |

Results benefited from organic sales growth, $455 of FORCE cost savings and $120 of cost savings from the 2018 Global Restructuring Program.

Input costs decreased $175, driven by pulp.

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

In 2019, Other (income) and expense, net of $210 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.

See additional details in Item 8, Note 12 to the consolidated financial statements.

Kimberly-Clark de Mexico, S.A.B. de C.V. ("KCM") results in 2020 benefited from organic sales growth, lower input costs and cost savings but were negatively impacted by unfavorable currency effects.

| | | | | | | 2020 | | | | | | 2019 | | | | | | | | | | | | | | | | | | 2020 | | | | | | 2019 | | | | | | | | |

Volumes increased 4 percent, primarily driven by broad-based growth in baby and child care as well as increases in adult care.

Volume increased 14 percent reflecting strong demand related to the COVID-19 and work from home environment, along with improved performance in Kleenex facial tissue.

Volumes were up double-digits in all major product categories.

Changes in product mix decreased sales by 2 percent.

Volumes increased 12 percent.

driven by strong growth in South Korea and Western and Central Europe and reflecting strong demand related to the COVID-19 and work from home environment.

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

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

As of December 31, [removed: 2020,] [added: 2021,] 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: 2020] [added: 2021] rates and the assumed rates.

As of December 31, [removed: 2020,] [added: 2021,] K-C Argentina had a small net peso monetary position and a 10 percent unfavorable change in the exchange rate would not be material.

| | | | [removed: 25] [added: 27] | | | KIMBERLY-CLARK CORPORATION *- [removed: 2020] [added: 2021] Annual Report* | | |

As of December 31, [removed: 2020,] [added: 2021,] 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 $750.

At December 31, [removed: 2020,] [added: 2021,] the long-term debt portfolio was comprised of primarily fixed-rate debt.

At December 31, [removed: 2020,] [added: 2021,] a 10 percent decrease in interest rates would have increased the fair value of fixed-rate debt by about [removed: $198,] [added: $224,] which would not have a significant impact on our financial statements as we do not record debt at fair value.

We are subject to commodity price risk, the most significant of which relates to the price of [removed: pulp.][added: pulp and petroleum-based materials.]

Selling prices of [removed: tissue] products are influenced, in part, by the market price for [removed: pulp.][added: these pulp and petroleum-based materials.]

As previously discussed under Item 1A, "Risk Factors," increases in pulp [added: or petroleum-based material] prices could adversely affect earnings if selling prices are not adjusted or if such adjustments significantly trail the increases in [removed: pulp] [added: commodity] prices.

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

| | | | [removed: 26] [added: 28] | | | KIMBERLY-CLARK CORPORATION *- [removed: 2020] [added: 2021] Annual Report* | | |

| | | | | | | | | |

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

| | | | 29 | | | KIMBERLY-CLARK CORPORATION *- 2021 Annual Report* | | |

We are a global company focused on [removed: leading the world in essentials] [added: delivering products and solutions that provide better care] for a better [removed: life] [added: world] through product innovation and building our personal care, consumer tissue and K-C Professional brands.

Net sales to Walmart Inc. as a percent of our consolidated net sales were approximately [added: 14 percent in 2021,] 15 percent in 2020 and 14 percent in [removed: 2019 and 2018, respectively.][added: 2019.]

This transaction significantly [removed: expands] [added: expanded] our presence in an important developing and emerging market and is a strong strategic fit with our core business.

| | | | 1 | | | KIMBERLY-CLARK CORPORATION *- [removed: 2020] [added: 2021] Annual Report* | | |

Cellulose fiber, in the form of kraft pulp or fiber recycled from recovered waste paper, is the primary raw material for our tissue products, and in the form of fluff [removed: pulp] [added: pulp,] is a component of disposable diapers, training and youth pants, feminine pads and incontinence care products.

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

[removed: Making lives] [added: Better care for a] better [added: world] 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.

Our sustainability strategy puts our [removed: brand] [added: brand, supply chain] and innovation teams to work to create shared value by solving global challenges and is focused on addressing [removed: key sustainability impacts] [added: impactful climate-related risks] and opportunities throughout our value [removed: chain.][added: chain, as outlined in our most recent Task Force on Climate-Related Financial Disclosures ("TCFD") report.]

We implement this strategy by [removed: integrating] [added: considering our] sustainability [removed: objectives into] [added: goals during] 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’ [added: use of natural] forest [removed: carbon footprint,] [added: fiber,] while protecting forest biodiversity and supporting forest dependent communities; reducing greenhouse gas emissions along our value chain, [removed: in line] with [removed: climate science;] [added: goals approved by the Science Based Targets initiative ("SBTi");] and building resilience to water risk at our facilities and in our [removed: communities.][added: communities in water-stressed regions around the world.]

We monitor each of these areas for new or changed regulatory requirements, [added: particularly in the rapidly evolving area of data privacy and protection.]

| | | | 2 | | | KIMBERLY-CLARK CORPORATION *- [removed: 2020] [added: 2021] Annual Report* | | |

We had approximately [removed: 46,000] [added: 45,000] employees as of December 31, [removed: 2020] [added: 2021] in our consolidated operations.

Approximately 30 percent of our employees were located in North America and the remainder were in [removed: more than 65] [added: approximately 60] countries outside of North America.

Human Capital Management

In order to recruit, retain, develop, protect and fairly compensate our employees, we focus on four key areas: inclusion and diversity, health and safety, development and employee engagement, and compensation and benefits.

- Inclusion and diversity – We believe our business success is intricately tied to creating workplaces, communities and experiences where inclusion and diversity are evident and thriving.

We prioritize the need to cultivate a workforce where all are included and empowered to do their best work.

Employing people from disparate backgrounds, cultures, and experiences amplifies our ability to gather insights, foster innovation and understand the culture, context, and mindset of consumers around the world.

As a company who serves consumers and communities, it is essential that our workforce is comprised of people who look, think, and behave like the people who use our products – now and in the future.

As such, we support workforce inclusion and diversity and consider it a fundamental business strategy.

We continue to make progress on our short-and long-term goals for women and U.S. People of Color in all management roles.

This commitment is evidenced by having the Management Development and Compensation Committee (“MDC”) of the Board of Directors responsible for reviewing the diversity and inclusion strategy and related metrics.

- Health and safety – We are committed to the health and safety of our employees.

We create and administer company-wide policies and processes to protect our employees and to comply with applicable safety regulations.

Health and safety training is regularly provided to our employees.

We review and monitor our performance closely to drive continuous improvement in our safety programs.

In response to the ongoing COVID-19 pandemic, we provided enhanced benefits and implemented additional workplace safety programs and processes in all our facilities.

As the circumstances and impacts of COVID-19 evolve, we continue to evaluate our response and adapt to protect the health and safety of our employees.

- Development and employee engagement – Developing talent and leaders at all levels of the organization and engaging our employees is critical to our long-term success.

We maintain talent and succession planning processes and have leadership and management development programs as well as broad learning opportunities for all employees to support their career growth and advance their skills.

We also offer employees the opportunity to join Employee Resource Groups ("ERGs").

These groups foster professional development, social connectivity, and celebrate diversity throughout our company.

Current ERGs provide community and insights into the perspectives and experiences of those with African, Hispanic, Latino, and Asian ancestry, women, and LGBTQ+, as well as parents, caregivers, people with disabilities, military veterans, and new employees.

Our ERGs promote career development by allowing employees to connect with and learn from one another and help amplify our inclusion and diversity efforts.

Further, in regard to employee engagement, we hold regular Town Hall meetings where any employee can ask questions of executives and make their voice heard.

We also host global conversations about racism, bias and other important topics.

We engage in continuous listening via global surveys, on an ongoing basis, that offer our employees the ability to provide feedback and valuable insight to help address potential issues and identify opportunities to improve and support employee engagement.

- Compensation and benefits – We provide market-based competitive compensation through our salary, annual incentive and long-term incentive programs and robust benefits packages that promote employee well-being across all aspects of

| | | | | | | | | |

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

| | | | 3 | | | KIMBERLY-CLARK CORPORATION *- 2021 Annual Report* | | |

their lives.

Eligible employees are compensated for their contributions to our goals with both short-term cash incentives and long-term equity-based incentives.

We also provide a variety of resources and services to help our employees plan for retirement.

We believe the structure of our compensation packages provides the appropriate incentives to attract, retain and motivate our employees.

The MDC is responsible for establishing and administering the policies governing annual compensation and long-term compensation to ensure that the policies are designed to align compensation with our overall business strategy and performance.

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.

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

Employees

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.

See Item 8, Note [removed: 10] [added: 11] to the consolidated financial statements, which is incorporated in this Item 3 by reference, for information on legal proceedings.

| | | | | | | | | |

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

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

For the fiscal year ended December 31, [removed: 2020][added: 2021]

[removed: ][added: ]

The aggregate market value of the registrant's common stock held by non-affiliates on June 30, [removed: 2020] [added: 2021] (based on closing stock price on the New York Stock Exchange as of such date) was approximately [removed: $48.2] [added: $45.1] billion.

As of January [removed: 29, 2021,] [added: 31, 2022,] there were [removed: 338,363,924] [added: 336,993,302] 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 [removed: 29, 2021] [added: 27, 2022] is incorporated by reference into Part III.

| Item 1. | | | [removed: [Business](#idde6ee3d9b1249f4a3a54ca447febcda_13)] [added: [Business](#i2ff3a4bf82cd40a58284ced1ed6b0f4c_13)] | | | [removed: [1](#idde6ee3d9b1249f4a3a54ca447febcda_13)] [added: [1](#i2ff3a4bf82cd40a58284ced1ed6b0f4c_13)] | | |

| Item 1A. | | | [Risk [removed: Factors](#idde6ee3d9b1249f4a3a54ca447febcda_16)] [added: Factors](#i2ff3a4bf82cd40a58284ced1ed6b0f4c_16)] | | | [removed: [3](#idde6ee3d9b1249f4a3a54ca447febcda_16)] [added: [4](#i2ff3a4bf82cd40a58284ced1ed6b0f4c_16)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#idde6ee3d9b1249f4a3a54ca447febcda_19)] [added: Comments](#i2ff3a4bf82cd40a58284ced1ed6b0f4c_19)] | | | [removed: [7](#idde6ee3d9b1249f4a3a54ca447febcda_19)] [added: [9](#i2ff3a4bf82cd40a58284ced1ed6b0f4c_19)] | | |

| Item 2. | | | [removed: [Properties](#idde6ee3d9b1249f4a3a54ca447febcda_22)] [added: [Properties](#i2ff3a4bf82cd40a58284ced1ed6b0f4c_22)] | | | [removed: [7](#idde6ee3d9b1249f4a3a54ca447febcda_22)] [added: [9](#i2ff3a4bf82cd40a58284ced1ed6b0f4c_22)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#idde6ee3d9b1249f4a3a54ca447febcda_25)] [added: Proceedings](#i2ff3a4bf82cd40a58284ced1ed6b0f4c_25)] | | | [removed: [7](#idde6ee3d9b1249f4a3a54ca447febcda_25)] [added: [9](#i2ff3a4bf82cd40a58284ced1ed6b0f4c_25)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#idde6ee3d9b1249f4a3a54ca447febcda_28)] [added: Disclosures](#i2ff3a4bf82cd40a58284ced1ed6b0f4c_28)] | | | [removed: [8](#idde6ee3d9b1249f4a3a54ca447febcda_28)] [added: [9](#i2ff3a4bf82cd40a58284ced1ed6b0f4c_28)] | | |

| | | | Information About Our [Executive [removed: Officers](#idde6ee3d9b1249f4a3a54ca447febcda_31)] [added: Officers](#i2ff3a4bf82cd40a58284ced1ed6b0f4c_31)] | | | [removed: [8](#idde6ee3d9b1249f4a3a54ca447febcda_31)] [added: [10](#i2ff3a4bf82cd40a58284ced1ed6b0f4c_31)] | | |

| Item 5. | | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#idde6ee3d9b1249f4a3a54ca447febcda_37)] [added: Securities](#i2ff3a4bf82cd40a58284ced1ed6b0f4c_37)] | | | [removed: [10](#idde6ee3d9b1249f4a3a54ca447febcda_37)] [added: [12](#i2ff3a4bf82cd40a58284ced1ed6b0f4c_37)] | | |

| Item 6. | | | [Selected Financial [removed: Data](#idde6ee3d9b1249f4a3a54ca447febcda_40)] [added: Data](#i2ff3a4bf82cd40a58284ced1ed6b0f4c_40)] | | | [removed: [11](#idde6ee3d9b1249f4a3a54ca447febcda_40)] [added: [13](#i2ff3a4bf82cd40a58284ced1ed6b0f4c_40)] | | |

| Item 7. | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#idde6ee3d9b1249f4a3a54ca447febcda_43)] [added: Operations](#i2ff3a4bf82cd40a58284ced1ed6b0f4c_43)] | | | [removed: [12](#idde6ee3d9b1249f4a3a54ca447febcda_43)] [added: [14](#i2ff3a4bf82cd40a58284ced1ed6b0f4c_43)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#idde6ee3d9b1249f4a3a54ca447febcda_55)] [added: Risk](#i2ff3a4bf82cd40a58284ced1ed6b0f4c_55)] | | | [removed: [25](#idde6ee3d9b1249f4a3a54ca447febcda_55)] [added: [27](#i2ff3a4bf82cd40a58284ced1ed6b0f4c_55)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#idde6ee3d9b1249f4a3a54ca447febcda_58)] [added: Data](#i2ff3a4bf82cd40a58284ced1ed6b0f4c_58)] | | | [removed: [27](#idde6ee3d9b1249f4a3a54ca447febcda_58)] [added: [30](#i2ff3a4bf82cd40a58284ced1ed6b0f4c_58)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#idde6ee3d9b1249f4a3a54ca447febcda_139)] [added: Disclosure](#i2ff3a4bf82cd40a58284ced1ed6b0f4c_142)] | | | [removed: [62](#idde6ee3d9b1249f4a3a54ca447febcda_139)] [added: [66](#i2ff3a4bf82cd40a58284ced1ed6b0f4c_142)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#idde6ee3d9b1249f4a3a54ca447febcda_142)] [added: Procedures](#i2ff3a4bf82cd40a58284ced1ed6b0f4c_145)] | | | [removed: [62](#idde6ee3d9b1249f4a3a54ca447febcda_142)] [added: [66](#i2ff3a4bf82cd40a58284ced1ed6b0f4c_145)] | | |

| Item 9B. | | | [Other [removed: Information](#idde6ee3d9b1249f4a3a54ca447febcda_145)] [added: Information](#i2ff3a4bf82cd40a58284ced1ed6b0f4c_148)] | | | [removed: [63](#idde6ee3d9b1249f4a3a54ca447febcda_145)] [added: [67](#i2ff3a4bf82cd40a58284ced1ed6b0f4c_148)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#idde6ee3d9b1249f4a3a54ca447febcda_151)] [added: Governance](#i2ff3a4bf82cd40a58284ced1ed6b0f4c_154)] | | | [removed: [64](#idde6ee3d9b1249f4a3a54ca447febcda_151)] [added: [68](#i2ff3a4bf82cd40a58284ced1ed6b0f4c_154)] | | |

| Item 11. | | | [Executive [removed: Compensation](#idde6ee3d9b1249f4a3a54ca447febcda_154)] [added: Compensation](#i2ff3a4bf82cd40a58284ced1ed6b0f4c_157)] | | | [removed: [64](#idde6ee3d9b1249f4a3a54ca447febcda_154)] [added: [68](#i2ff3a4bf82cd40a58284ced1ed6b0f4c_157)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#idde6ee3d9b1249f4a3a54ca447febcda_157)] [added: Matters](#i2ff3a4bf82cd40a58284ced1ed6b0f4c_160)] | | | [removed: [64](#idde6ee3d9b1249f4a3a54ca447febcda_157)] [added: [68](#i2ff3a4bf82cd40a58284ced1ed6b0f4c_160)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#idde6ee3d9b1249f4a3a54ca447febcda_160)] [added: Independence](#i2ff3a4bf82cd40a58284ced1ed6b0f4c_163)] | | | [removed: [64](#idde6ee3d9b1249f4a3a54ca447febcda_160)] [added: [68](#i2ff3a4bf82cd40a58284ced1ed6b0f4c_163)] | | |

| Item 14. | | | [Principal Accountant Fees and [removed: Services](#idde6ee3d9b1249f4a3a54ca447febcda_163)] [added: Services](#i2ff3a4bf82cd40a58284ced1ed6b0f4c_166)] | | | [removed: [64](#idde6ee3d9b1249f4a3a54ca447febcda_163)] [added: [68](#i2ff3a4bf82cd40a58284ced1ed6b0f4c_166)] | | |

| Item 15. | | | [Exhibits, Financial Statement [removed: Schedules](#idde6ee3d9b1249f4a3a54ca447febcda_169)] [added: Schedules](#i2ff3a4bf82cd40a58284ced1ed6b0f4c_172)] | | | [removed: [65](#idde6ee3d9b1249f4a3a54ca447febcda_169)] [added: [69](#i2ff3a4bf82cd40a58284ced1ed6b0f4c_172)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#idde6ee3d9b1249f4a3a54ca447febcda_172)] [added: Summary](#i2ff3a4bf82cd40a58284ced1ed6b0f4c_175)] | | | [removed: [67](#idde6ee3d9b1249f4a3a54ca447febcda_172)] [added: [71](#i2ff3a4bf82cd40a58284ced1ed6b0f4c_175)] | | |

| | | | | | | KIMBERLY-CLARK CORPORATION - [removed: *2020] [added: *2021] Annual Report* | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions That Prevent Inspections](#i2ff3a4bf82cd40a58284ced1ed6b0f4c_1099511629320) | | | [67](#i2ff3a4bf82cd40a58284ced1ed6b0f4c_1099511629320) | | |

| [Signatures](#i2ff3a4bf82cd40a58284ced1ed6b0f4c_178) | | | | | | [72](#i2ff3a4bf82cd40a58284ced1ed6b0f4c_178) | | |

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

As of December 31, [removed: 2020,] [added: 2021,] we own or lease:

| North America (in 14 states in the U.S.) | | | [removed: 30] [added: 29] | | |

| Total (in [removed: 34] [added: 33] countries) | | | [removed: 84] [added: 83] | | |

Consumer tissue and K-C Professional products are produced in [removed: 49] [added: 48] facilities and personal care products are produced in [removed: 49] [added: 48] facilities.

The names and ages of our executive officers as of February [removed: 11, 2021,] [added: 10, 2022,] together with certain biographical information, are as follows:

[removed: Ghory, 62,] [added: Shane Azzi, 49,] was elected Senior Vice President and Chief Supply Chain Officer in [removed: June 2020.][added: July 2021.]

He is responsible for [removed: procurement,] manufacturing, [added: procurement,] logistics, [removed: quality,] safety and sustainability.

Mr. [removed: Ghory] [added: Azzi] joined [removed: SmarterChains] [added: K-C] from [removed: The Procter & Gamble Company,] [added: Mars Incorporated,] where he served in multiple roles of increasing responsibility, most recently as Vice President [removed: Product Supply -] [added: of] Global [removed: Manufacturing.][added: Logistics of Mars Petcare.]

Maria Henry, [removed: 54,] [added: 55,] was elected Senior Vice President and Chief Financial Officer in 2015.

Hsu, [removed: 56,] [added: 57,] has served as Chairman of the Board since [removed: January] 2020 and as Chief Executive Officer since [removed: January] 2019.

Sandra R.A. Karrmann, [removed: 55,] [added: 56,] was elected Senior Vice President and Chief Human Resources Officer in [removed: October] 2020.

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 [removed: March] 2019 and Senior Vice President and Chief Human Resources Officer since [removed: November 2017.][added: 2017 and Senior Vice President and Chief Human Resources Officer for their ambulatory surgery business, United Surgical Partners International, since 2013.]

Alison Lewis, [removed: 53,] [added: 54,] was elected Chief Growth Officer in [removed: July] 2019.

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

Jeffrey Melucci, [removed: 50,] [added: 51,] was elected Chief [removed: 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 [added: September] 2017 to April 2020, he served as Senior Vice President - General Counsel.

From [removed: March] 2013 to [removed: January] 2017, he served as Vice President and Deputy General Counsel.

He also served as [added: Chief Transformation Officer from November 2020 to October 2021,] Corporate Secretary from [removed: April] 2014 to [removed: September] 2017 and General Counsel of Kimberly-Clark International from [removed: March] 2013 to [removed: December] 2016.

| | | | [removed: 8] [added: 9] | | | KIMBERLY-CLARK CORPORATION *- [removed: 2020] [added: 2021] Annual Report* | | |

He is responsible for our consumer business in our [removed: Asia-Pacific] [added: Asia Pacific] region.

From [removed: May 2018] [added: 2020] to [removed: March 2020,] [added: April 2021,] he served as President of K-C Professional.

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

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

[removed: Underhill, 56,] [added: Russell Torres, 50,] was elected Group President, K-C North America in [removed: 2018.][added: April 2021.]

[removed: She] [added: He] is responsible for our consumer business in North America.

Gonzalo Uribe, [removed: 49,] [added: 50,] was elected President, K-C Latin America in [removed: November] 2020.

From 2018 to [removed: 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 [removed: Mondelēz,] [added: Mondelēz International,] where he served in multiple roles of increasing responsibility, most recently as Western Andean, Central America and Caribbean General Manager.

Tristram Wilkinson, [removed: 52,] [added: 53,] was elected President, K-C [removed: EMEA] [added: Asia Pacific] in [removed: 2018.][added: August 2021.]

| | | | [removed: 9] [added: 10] | | | KIMBERLY-CLARK CORPORATION *- [removed: 2020] [added: 2021] Annual Report* | | |

Ehab Abou-Oaf, 55, was elected President of K-C Professional in January 2022.

Previously, he served as Vice President, Middle East & Africa since 2020.

Mr. Abouf-Oaf joined Kimberly-Clark from Mars, Inc., a manufacturer of confectionery, pet food, and other food products, where he had a number of positions with increasing responsibility over 19 years, including Regional President, Asia, Middle East & Africa Confectionery from 2017 to 2019 and Regional President, Asia Pacific, Middle East & Northern Africa Chocolate from 2016 to 2017.

Prior to joining Mars, he spent ten years with The Procter & Gamble Company in packaging, product development and marketing roles.

He also serves on the board of trustees of the American University in Cairo, on the board of directors of the Singapore American School and as an adjunct professor at the School of Business, Nanyang Technology University, Singapore.

He also leads the company’s supply chain transformation program.

Prior to that, Mr. Azzi served as Vice President of Global Logistics from 2015 to July 2021.

Doug Cunningham, 50, was elected President, K-C Europe, Middle East & Africa ("EMEA") in September 2021.

Prior to that, he served as Vice President and Managing Director, Australia & New Zealand since 2019.

Mr. Cunningham joined Kimberly-Clark from Johnson & Johnson, a health care products company, where he served in multiple roles of increasing responsibility, most recently as Managing Director, Johnson & Johnson Pacific.

Robert Long, 64, was elected Chief Research and Development Officer in March 2021.

He has global responsibility for the company's research and development, quality and regulatory functions, and is charged with accelerating growth through innovation that addresses opportunities to elevate Kimberly-Clark’s trusted brands.

Mr. Long joined Kimberly-Clark from the Coca-Cola Company where he served in multiple roles of increasing responsibility, most recently as Senior Vice President for Global R&D and Chief Innovation Officer from 2016 to March 2021.

Paula S.

Vaz Ramos, 42, was elected Chief Strategy and Transformation Officer in October 2021.

From March 2021 to October 2021 she served as Chief Strategy Officer.

She has global responsibility for our enterprise strategy and transformation activities.

Ms. Ramos joined Kimberly-Clark from McKinsey where she served in multiple roles of increasing responsibility over 18 years, most recently as a Partner.

From 2018 to August 2021, he served as President, K-C EMEA.

| | | | | | | | | |

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

| | | | 11 | | | KIMBERLY-CLARK CORPORATION *- 2021 Annual Report* | | |

Gustavo L.

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.

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.

Aaron Powell, 49, was elected President, K-C Asia-Pacific in March 2020.

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.

Mr. Powell 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.

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

Kimberly K.

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

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

Ms. Underhill also serves on the board of directors of Foot Locker, Inc.

As of January [removed: 29, 2021,] [added: 31, 2022,] we had [removed: 18,209] [added: 17,502] holders of record of our common stock.

During [removed: 2020,] [added: 2021,] we repurchased [removed: 4.9] [added: 3.0] million shares of our common stock at a cost of [removed: $700] [added: $400] through a broker in the open market.

The following table contains information for shares repurchased during the fourth quarter of [removed: 2020.][added: 2021.]

| Period [removed: (2020)] [added: (2021)] | | | | | | Total Number of Shares Purchased(a) | | | | | | Average Price Paid Per Share | | | | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | | | | | | Maximum [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(b)] | | |

This program allows for the repurchase of 40 million shares in an amount not to exceed $5 [removed: billion.][added: billion (the "2014 Program").]

| | | | [removed: 10] [added: 12] | | | KIMBERLY-CLARK CORPORATION *- [removed: 2020] [added: 2021] Annual Report* | | |

| October 1 to October 31 | | | | | | 52,800 | | | | | | $ | 132.04 | | | | | 38,309,583 | | | | | | 41,690,417 | | |

| November 1 to November 30 | | | | | | — | | | | | | — | | | | | | 38,309,583 | | | | | | 41,690,417 | | |

| December 1 to December 31 | | | | | | — | | | | | | — | | | | | | 38,309,583 | | | | | | 41,690,417 | | |

| Total | | | | | | 52,800 | | | | | | | | | | | | | | | | | | | | |

(b)Includes shares under the 2014 Program, as well as available shares under a share repurchase program authorized by our Board of Directors on January 22, 2021 that allows for the repurchase of 40 million shares in an amount not to exceed $5 billion.

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

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.

| | | | [removed: 11] [added: 13] | | | KIMBERLY-CLARK CORPORATION *- [removed: 2020] [added: 2021] Annual Report* | | |

Intentionally Omitted

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

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

| | | | Year Ended December 31 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | 2020(a) | | | | | | 2019(b) | | | | | | 2018(c) | | | | | | 2017(d) | | | | | | 2016(e) | | |

| Net Sales | | | $ | 19,140 | | | | | $ | 18,450 | | | | | $ | 18,486 | | | | | $ | 18,348 | | | | | $ | 18,287 | |

| Gross Profit | | | 6,822 | | | | | | 6,035 | | | | | | 5,597 | | | | | | 6,587 | | | | | | 6,691 | | |

| Operating Profit | | | 3,244 | | | | | | 2,991 | | | | | | 2,229 | | | | | | 3,358 | | | | | | 3,383 | | |

| Share of Net Income of Equity Companies | | | 142 | | | | | | 123 | | | | | | 103 | | | | | | 104 | | | | | | 132 | | |

| Net Income | | | 2,396 | | | | | | 2,197 | | | | | | 1,445 | | | | | | 2,319 | | | | | | 2,219 | | |

| Net Income Attributable to Noncontrolling Interests | | | (44) | | | | | | (40) | | | | | | (35) | | | | | | (41) | | | | | | (53) | | |

| Net Income Attributable to Kimberly-Clark Corporation | | | 2,352 | | | | | | 2,157 | | | | | | 1,410 | | | | | | 2,278 | | | | | | 2,166 | | |

| Per Share Basis | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Basic | | | 6.90 | | | | | | 6.28 | | | | | | 4.05 | | | | | | 6.44 | | | | | | 6.03 | | |

| Diluted | | | 6.87 | | | | | | 6.24 | | | | | | 4.03 | | | | | | 6.40 | | | | | | 5.99 | | |

| Cash Dividends Per Share | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Declared | | | 4.28 | | | | | | 4.12 | | | | | | 4.00 | | | | | | 3.88 | | | | | | 3.68 | | |

| Paid | | | 4.24 | | | | | | 4.09 | | | | | | 3.97 | | | | | | 3.83 | | | | | | 3.64 | | |

| Total Assets | | | 17,523 | | | | | | 15,283 | | | | | | 14,518 | | | | | | 15,151 | | | | | | 14,602 | | |

| Long-Term Debt | | | 7,878 | | | | | | 6,213 | | | | | | 6,247 | | | | | | 6,472 | | | | | | 6,439 | | |

| Total Stockholders' Equity | | | 869 | | | | | | 194 | | | | | | (46) | | | | | | 882 | | | | | | 117 | | |

(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.

(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.

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

(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.

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

(d) Results include other expense of $24 and an income tax benefit of $85 for U.S. tax reform related matters.

(e) 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").

| (Millions of dollars, except per share amounts) | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | |

| Net Sales | | | | | | $ | [removed: 19,140] [added: 19,440] | | | | | $ | [removed: 18,450] [added: 19,140] | | | | | $ | [removed: 18,486] [added: 18,450] | |

| Cost of products sold | | | | | | [removed: 12,318] [added: 13,452] | | | | | | [removed: 12,415] [added: 12,318] | | | | | | [removed: 12,889] [added: 12,415] | | |

| Gross Profit | | | | | | [removed: 6,822] [added: 5,988] | | | | | | [removed: 6,035] [added: 6,822] | | | | | | [removed: 5,597] [added: 6,035] | | |

| Marketing, research and general expenses | | | | | | [removed: 3,632] [added: 3,399] | | | | | | [removed: 3,254] [added: 3,632] | | | | | | [removed: 3,367] [added: 3,254] | | |

| Other (income) and expense, net | | | | | | [removed: (54)] [added: 28] | | | | | | [removed: (210)] [added: (54)] | | | | | | [removed: 1] [added: (210)] | | |

| Operating Profit | | | | | | [removed: 3,244] [added: 2,561] | | | | | | [removed: 2,991] [added: 3,244] | | | | | | [removed: 2,229] [added: 2,991] | | |

| Nonoperating expense | | | | | | [removed: (70)] [added: (86)] | | | | | | [removed: (91)] [added: (70)] | | | | | | [removed: (163)] [added: (91)] | | |

| Interest income | | | | | | [removed: 8] [added: 6] | | | | | | [removed: 11] [added: 8] | | | | | | [removed: 10] [added: 11] | | |

| Interest expense | | | | | | [removed: (252)] [added: (256)] | | | | | | [removed: (261)] [added: (252)] | | | | | | [removed: (263)] [added: (261)] | | |

| Income Before Income Taxes and Equity Interests | | | | | | [removed: 2,930] [added: 2,225] | | | | | | [removed: 2,650] [added: 2,930] | | | | | | [removed: 1,813] [added: 2,650] | | |

| Provision for income taxes | | | | | | [removed: (676)] [added: (479)] | | | | | | [removed: (576)] [added: (676)] | | | | | | [removed: (471)] [added: (576)] | | |

| Income Before Equity Interests | | | | | | [removed: 2,254] [added: 1,746] | | | | | | [removed: 2,074] [added: 2,254] | | | | | | [removed: 1,342] [added: 2,074] | | |

| Share of net income of equity companies | | | | | | [removed: 142] [added: 98] | | | | | | [removed: 123] [added: 142] | | | | | | [removed: 103] [added: 123] | | |

| Net Income | | | | | | [removed: 2,396] [added: 1,844] | | | | | | [removed: 2,197] [added: 2,396] | | | | | | [removed: 1,445] [added: 2,197] | | |

| Net income attributable to noncontrolling interests | | | | | | [removed: (44)] [added: (30)] | | | | | | [removed: (40)] [added: (44)] | | | | | | [removed: (35)] [added: (40)] | | |

| Net Income Attributable to Kimberly-Clark Corporation | | | | | | $ | [removed: 2,352] [added: 1,814] | | | | | $ | [removed: 2,157] [added: 2,352] | | | | | $ | [removed: 1,410] [added: 2,157] | |

| Basic | | | | | | $ | [removed: 6.90] [added: 5.38] | | | | | $ | [removed: 6.28] [added: 6.90] | | | | | $ | [removed: 4.05] [added: 6.28] | |

| Diluted | | | | | | $ | [removed: 6.87] [added: 5.35] | | | | | $ | [removed: 6.24] [added: 6.87] | | | | | $ | [removed: 4.03] [added: 6.24] | |

| | | | [removed: 27] [added: 30] | | | KIMBERLY-CLARK CORPORATION *- [removed: 2020] [added: 2021] Annual Report* | | |

| (Millions of dollars) | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | |

| Net Income | | | | | | $ | [removed: 2,396] [added: 1,844] | | | | | $ | [removed: 2,197] [added: 2,396] | | | | | $ | [removed: 1,445] [added: 2,197] | |

| Unrealized currency translation adjustments | | | | | | [removed: 129] [added: (288)] | | | | | | [removed: 19] [added: 129] | | | | | | [removed: (428)] [added: 19] | | |

| Employee postretirement benefits | | | | | | [removed: 37] [added: 122] | | | | | | [removed: 12] [added: 37] | | | | | | [removed: 140] [added: 12] | | |

| Other | | | | | | [removed: (34)] [added: 84] | | | | | | (34) | | | | | | [removed: 51] [added: (34)] | | |

| Total Other Comprehensive Income (Loss), Net of Tax | | | | | | [removed: 132] [added: (82)] | | | | | | [removed: (3)] [added: 132] | | | | | | [removed: (237)] [added: (3)] | | |

| Comprehensive Income | | | | | | [removed: 2,528] [added: 1,762] | | | | | | [removed: 2,194] [added: 2,528] | | | | | | [removed: 1,208] [added: 2,194] | | |

| Comprehensive income attributable to noncontrolling interests | | | | | | [removed: (55)] [added: (15)] | | | | | | [removed: (31)] [added: (55)] | | | | | | [removed: (22)] [added: (31)] | | |

| Comprehensive Income Attributable to Kimberly-Clark Corporation | | | | | | $ | [removed: 2,473] [added: 1,747] | | | | | $ | [removed: 2,163] [added: 2,473] | | | | | $ | [removed: 1,186] [added: 2,163] | |

| | | | [removed: 28] [added: 31] | | | KIMBERLY-CLARK CORPORATION *- [removed: 2020] [added: 2021] Annual Report* | | |

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

| (Millions of dollars) | | | | | | [added: 2021 | | | | | |] 2020 | | | | | | 2019 | | |

| Cash and cash equivalents | | | | | | $ | [removed: 303] [added: 270] | | | | | $ | [removed: 442] [added: 303] | |

| Accounts receivable, net | | | | | | [removed: 2,235] [added: 2,207] | | | | | | [removed: 2,263] [added: 2,235] | | |

| Inventories | | | | | | [removed: 1,903] [added: 2,239] | | | | | | [removed: 1,790] [added: 1,903] | | |

| Other current assets | | | | | | [removed: 733] [added: 849] | | | | | | [removed: 562] [added: 733] | | |

| Total Current Assets | | | | | | [removed: 5,174] [added: 5,565] | | | | | | [removed: 5,057] [added: 5,174] | | |

| Property, Plant and Equipment, Net | | | | | | [removed: 8,042] [added: 8,097] | | | | | | [removed: 7,450] [added: 8,042] | | |

| Investments in Equity Companies | | | | | | [removed: 300] [added: 290] | | | | | | [removed: 268] [added: 300] | | |

| Goodwill | | | | | | [removed: 1,895] [added: 1,840] | | | | | | [removed: 1,467] [added: 1,895] | | |

| (Millions of dollars) | | | | | | 2021 | | | | | | 2020 | | |

| Shares repurchased | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,228 | | | | | | (430) | | | | | | — | | | | | | — | | | | | | — | | | | | | (430) | | |

| Balance at December 31, 2021 | | | | | | 378,597 | | | | | | $ | 473 | | | | | $ | 605 | | | | | 41,762 | | | | | | $ | (5,183) | | | | | $ | 7,858 | | | | | $ | (3,239) | | | | | $ | 223 | | | | | $ | 737 | |

For 2021, we completed the required annual assessment of indefinite-lived intangible assets, other than goodwill, for impairment using a qualitative assessment as of the first day of the third quarter, and we determined that it is more likely than not that the fair value is more than the carrying amount for each of these intangible assets.

made and exclude lease incentives.

The restructuring actions were completed in 2021.

Workforce reductions were approximately 6,000.

Pre-tax cash and non-cash costs of $1.2 billion and $1.0 billion, respectively, were incurred.

| | | | | | | 2021 | | | | | | 2020 | | |

Cash payments of $302 and $325 were made during 2019 and 2018, respectively.

The purchase price allocation was finalized by October 2021 and included an immaterial amount of recorded measurement period adjustments.

The measurement period adjustments to the initial allocation were based on more detailed information obtained about the specific assets acquired and liabilities assumed as of the Acquisition Date.

Goodwill and Other Intangible Assets

The changes in the carrying amount of goodwill by reportable segment for the years ended December 31, 2021 and 2020 were as follows:

| | | | Personal Care | | | | | | Consumer Tissue | | | | | | K-C Professional | | | | | | Total | | |

| Acquisition | | | 416 | | | | | | — | | | | | | — | | | | | | 416 | | |

| Effect of foreign currency translation | | | 11 | | | | | | (3) | | | | | | 4 | | | | | | 12 | | |

| Acquisition | | | 14 | | | | | | — | | | | | | — | | | | | | 14 | | |

| Effect of foreign currency translation | | | (37) | | | | | | (25) | | | | | | (7) | | | | | | (69) | | |

| Balance as of December 31, 2021 | | | $ | 961 | | | | | $ | 494 | | | | | $ | 385 | | | | | $ | 1,840 | |

The changes in the carrying amount of Other Intangible Assets, Net for the years ended December 31, 2021 and 2020 were as follows:

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

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

| | | | | | | 2021 | | | | | | | | | | | | | | | | | | 2020 | | | | | | | | | | | | | | |

| | | | | | | Gross Carrying Amount(b) | | | | | | Accumulated Amortization(b) | | | | | | Net Carrying Amount | | | | | | Gross Carrying Amount(b) | | | | | | Accumulated Amortization(b) | | | | | | Net Carrying Amount | | |

| Intangible assets with indefinite lives: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Brand names | | | | | | $ | 666 | | | | | $ | — | | | | | $ | 666 | | | | | $ | 676 | | | | | $ | — | | | | | $ | 676 | |

| Intangibles assets with finite lives: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Trademarks and brand names | | | | | | 140 | | | | | | (82) | | | | | | 57 | | | | | | 152 | | | | | | (89) | | | | | | 63 | | |

| Other intangible assets(a) | | | | | | 103 | | | | | | (17) | | | | | | 87 | | | | | | 108 | | | | | | (15) | | | | | | 93 | | |

| Total intangible assets with finite lives | | | | | | 243 | | | | | | (99) | | | | | | 144 | | | | | | 260 | | | | | | (104) | | | | | | 156 | | |

| Total | | | | | | $ | 909 | | | | | $ | (99) | | | | | $ | 810 | | | | | $ | 936 | | | | | $ | (104) | | | | | $ | 832 | |

(a) Other intangible assets primarily include customer and distributor relationships.

(b) Amounts subject to foreign currency adjustments.

Amortization expense relating to the intangible assets with finite lives was $9, $2 and $3 for the three years ended December 31, 2021, 2020 and 2019, respectively.

| | | | 2021 | | | | | | 2020 | | | | | | | | | | | | | | |

Beginning in 2021, performance metrics are tied to modified free cash flow and organic sales growth during the three-year performance period.

Performance-based share units granted prior to 2021 are structured similarly but vest on performance tied to return on invested capital ("ROIC") and net sales.

| Outstanding at January 1, 2021 | | | 5,391 | | | | | | $ | 123.14 | | | | | | | | | | | | | |

| Granted | | | 1,016 | | | | | | 132.67 | | | | | | | | | | | | | | |

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

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

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

| Balance at December 31, 2017 | | | | | | 378,597 | | | | | | $ | 473 | | | | | $ | 594 | | | | | 27,491 | | | | | | $ | (3,288) | | | | | $ | 5,769 | | | | | $ | (2,919) | | | | | $ | 253 | | | | | $ | 882 | |

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

The Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") No. 2018-15, *Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40)*.

The new guidance reduces complexity for the accounting for costs of implementing a cloud computing service arrangement and aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal use software license).

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

The effects of these standards on our financial position, results of operations and cash flows are not expected to be material.

Accounting Standards Issued - Not Adopted as of December 31, 2020

Workforce reductions are now expected to be in the range of 6,300 to 6,400.

Cash costs are expected to be $1.1 billion to $1.15 billion, primarily related to workforce reductions.

Non-cash charges are expected to be $900 to $950 pre-tax and will primarily consist of incremental depreciation, asset write-offs and pension settlement and curtailment charges.

Restructuring charges in 2021 are expected to be $180 to $280 pre-tax ($135 to $215 after tax).

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

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

Through December 31, 2020, cumulative pre-tax charges for the 2018 Global Restructuring Program were $1.8 billion ($1.4 billion after tax).

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.

We consolidated Softex Indonesia into our financial statements beginning in the fourth quarter of 2020.

These valuation methodologies are commonly used to value similar tangible and identifiable intangible assets in the Consumer Packaged Goods industry.

All of the selected valuation methodologies incorporate unobservable inputs, or Level 3 inputs, as defined by the fair value hierarchy in ASC 820, *Fair Value Measurements*.

In connection with these valuation methodologies, we are required to make estimates and assumptions regarding market comparables, revenue growth rates, operating margins, distributor and customer attrition rates, royalty rates, distributor margins and discount rates, which are primarily based on cash flow forecasts, business plans, economic projections, and other information available to market participants.

| Goodwill | | | | | | 390 | | |

Acquired intangible assets other than goodwill include certain brand names of $637, which are considered to have indefinite useful lives, and other brand names and distributor and customer relationships of $120, which have estimated useful lives of 15 to 20 years.

The preliminary estimates of the fair value of identifiable assets acquired and liabilities assumed are subject to revisions, which may result in adjustments to the preliminary values discussed above.

We continue to evaluate potential contingencies that may have existed as of the acquisition date and expect to finalize the purchase price allocation no later than the fourth quarter of 2021.

As such, Softex Indonesia’s results of operations from the Acquisition Date through November 30, 2020 are included in our consolidated results of operations for the year ended December 31, 2020.

The impact of the acquisition on our consolidated results of operations for the year ended December 31, 2020 was not significant.

Pro forma results of operations have not been presented as the impact on our consolidated financial statements is not material.

Measurement of the redeemable preferred securities is considered a level 3 measurement.

In April 2019, we issued $700 aggregate principal amount of 3.20% notes due April 25, 2029.

Proceeds from the offering were used for general corporate purposes, including repayment of a portion of our outstanding commercial paper indebtedness.

| Outstanding at January 1, 2020 | | | 5,892 | | | | | | $ | 115.26 | | | | | | | | | | | | | |

| Granted | | | 1,568 | | | | | | 139.18 | | | | | | | | | | | | | | |

| Exercised | | | (1,909) | | | | | | 113.58 | | | | | | | | | | | | | | |

| Forfeited or expired | | | (160) | | | | | | 124.97 | | | | | | | | | | | | | | |

| Outstanding at December 31, 2020 | | | 5,391 | | | | | | 123.14 | | | | | | 7.75 | | | | | | $ | 70 | |

| Exercisable at December 31, 2020 | | | 2,813 | | | | | | 116.94 | | | | | | 5.34 | | | | | | $ | 50 | |

| Nonvested at January 1, 2020 | | | 156 | | | | | | $ | 123.15 | | | | | 1,584 | | | | | | $ | 118.71 | |

As of December 31, [removed: 2020,] [added: 2021,] 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: 2020.][added: 2021.]

We have assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2020.][added: 2021.]

Based on this assessment, management believes that, as of December 31, [removed: 2020,] [added: 2021,] 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: 2020,] [added: 2021,] and has expressed an unqualified opinion in their report, which appears in this report.

We have audited the internal control over financial reporting of Kimberly-Clark Corporation and subsidiaries (the “Corporation”) as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in *Internal Control — 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: 2020,] [added: 2021,] based on criteria established in *Internal Control — 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 [removed: balance sheets as of December 31, 2020 and 2019, the related consolidated] [added: financial] statements [added: as] of [removed: income, comprehensive income, stockholders' equity,] and [removed: cash flows, and the related notes] for [removed: each of] the [removed: three years in the period] [added: year] ended December 31, [removed: 2020,] [added: 2021,] of the Corporation and our report dated February [removed: 11, 2021,] [added: 10, 2022,] expressed an unqualified opinion on those financial statements.

| | | | [removed: 62] [added: 66] | | | KIMBERLY-CLARK CORPORATION *- [removed: 2020] [added: 2021] Annual Report* | | |

[removed: We are a public accounting firm registered with the PCAOB and are required] to [removed: be independent with respect to] the Corporation in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

A 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: company;] (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: company] are being made only in accordance with authorizations of management and directors of the [removed: corporation;] [added: company;] and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect

| February 10, 2022 | | |

| February 11, 2021 | | |

| | | | | | | | | |

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

| | | | 63 | | | KIMBERLY-CLARK CORPORATION *- 2020 Annual Report* | | |

| | | | | | |

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

| PART III | | | | | |

Not applicable.

| | | | | | | | | |

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

| | | | 67 | | | KIMBERLY-CLARK CORPORATION *- 2021 Annual Report* | | |

| | | | | | |

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

| PART III | | | | | |

The following sections of our [removed: 2021] [added: 2022] Proxy Statement for the Annual Meeting of Stockholders (the [removed: "2021] [added: "2022] Proxy Statement") are incorporated in this Item 10 by reference:

The information in the sections of our [removed: 2021] [added: 2022] 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: 2021] [added: 2022] 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: 2021] [added: 2022] 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: 2021] [added: 2022] Proxy Statement captioned "Principal Accounting Firm Fees" and "Audit Committee Approval of Audit and Non-Audit Services" under "Proposal 2.

| | | | [removed: 64] [added: 68] | | | KIMBERLY-CLARK CORPORATION *- [removed: 2020] [added: 2021] Annual Report* | | |

| Exhibit No. [removed: (2)a.] [added: (3)b.] | | | [removed: [Distribution Agreement, dated October 31, 2014, between Halyard Health, Inc. and the Corporation,] [added: [By-Laws, as amended](http://www.sec.gov/Archives/edgar/data/55785/000005578521000043/kmbexno3bk-cbyxlaws4x1x21.htm) [April 29,](http://www.sec.gov/Archives/edgar/data/55785/000005578521000043/kmbexno3bk-cbyxlaws4x1x21.htm) [20](http://www.sec.gov/Archives/edgar/data/55785/000005578521000043/kmbexno3bk-cbyxlaws4x1x21.htm)[21](http://www.sec.gov/Archives/edgar/data/55785/000005578521000043/kmbexno3bk-cbyxlaws4x1x21.htm)[,] incorporated by reference to Exhibit No. [removed: 2.1] [added: (3)b] of the Corporation's Current Report on Form 8-K filed [removed: on November 5, 2014.](http://www.sec.gov/Archives/edgar/data/55785/000119312514397382/d815290dex21.htm)] [added: on](http://www.sec.gov/Archives/edgar/data/55785/000005578521000043/kmbexno3bk-cbyxlaws4x1x21.htm) [April 29](http://www.sec.gov/Archives/edgar/data/55785/000005578521000043/kmbexno3bk-cbyxlaws4x1x21.htm)[, 20](http://www.sec.gov/Archives/edgar/data/55785/000005578521000043/kmbexno3bk-cbyxlaws4x1x21.htm)[21](http://www.sec.gov/Archives/edgar/data/55785/000005578521000043/kmbexno3bk-cbyxlaws4x1x21.htm)[.](http://www.sec.gov/Archives/edgar/data/55785/000005578521000043/kmbexno3bk-cbyxlaws4x1x21.htm)] | | |

| Exhibit No. (3)a. | | | [removed: [Amended and Restated] [added: [Restated] Certificate of Incorporation, dated [removed: April 30, 2009,] [added: April](https://www.sec.gov/Archives/edgar/data/55785/000005578521000043/kmbexno3ak-ccertificateofi.htm) [29](https://www.sec.gov/Archives/edgar/data/55785/000005578521000043/kmbexno3ak-ccertificateofi.htm)[, 20](https://www.sec.gov/Archives/edgar/data/55785/000005578521000043/kmbexno3ak-ccertificateofi.htm)[21](https://www.sec.gov/Archives/edgar/data/55785/000005578521000043/kmbexno3ak-ccertificateofi.htm)[,] incorporated by reference to Exhibit No. (3)a of the Corporation's Current Report on Form 8-K filed [removed: on May 1, 2009.](http://www.sec.gov/Archives/edgar/data/55785/000005578509000015/kc_ex3a.htm)] [added: on](https://www.sec.gov/Archives/edgar/data/55785/000005578521000043/kmbexno3ak-ccertificateofi.htm) [April 2](https://www.sec.gov/Archives/edgar/data/55785/000005578521000043/kmbexno3ak-ccertificateofi.htm)[9](https://www.sec.gov/Archives/edgar/data/55785/000005578521000043/kmbexno3ak-ccertificateofi.htm)[, 20](https://www.sec.gov/Archives/edgar/data/55785/000005578521000043/kmbexno3ak-ccertificateofi.htm)[21](https://www.sec.gov/Archives/edgar/data/55785/000005578521000043/kmbexno3ak-ccertificateofi.htm)[.](https://www.sec.gov/Archives/edgar/data/55785/000005578521000043/kmbexno3ak-ccertificateofi.htm)] | | |

| Exhibit No. [removed: (3)b.] [added: (10)b.] | | | [removed: [Exhibit No. (3)b. By-Laws, as amended May 2, 2019,] [added: [Form of Executive Severance Agreement,] incorporated by reference to Exhibit No. [removed: (3)b] [added: (10)b] of the Corporation's Current Report on Form 8-K filed on [removed: May 3, 2019.](http://www.sec.gov/Archives/edgar/data/55785/000005578519000035/exhibit3bamendedby-laws.htm)] [added: September 16, 2020.*](https://www.sec.gov/ix?doc=/Archives/edgar/data/55785/000005578520000059/pre-20200916.htm#ic24c3ef214da4066b01879f66448711f_61)] | | |

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

| Exhibit No. [removed: (4)e.] [added: (4)g] | | | [Description of the Corporation’s [removed: Common Stock,](https://www.sec.gov/Archives/edgar/data/55785/000005578520000016/kmb10k2019exhibit4e.htm) [incorporated] [added: 0.625% Notes due 2024, incorporated] by reference to Exhibit No. [removed: (4)e] [added: (4)f] of the [removed: Corporations'] [added: Corporation's] Annual Report on Form 10-K for the [removed: ye](https://www.sec.gov/Archives/edgar/data/55785/000005578520000016/kmb10k2019exhibit4e.htm)[ar] [added: year] ended December [removed: 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: 31, 2019.](https://www.sec.gov/Archives/edgar/data/55785/000005578520000016/kmb10k2019exhibit4f.htm)] | | |

| Exhibit No. [removed: (4)f.] [added: (10)s.] | | | [removed: [Description of the Corporation’s 0.625% Notes due 2024,](https://www.sec.gov/Archives/edgar/data/55785/000005578520000016/kmb10k2019exhibit4f.htm) [incorporated] [added: [First Amendment to 2011 Equity Participation Plan, effective February 12, 2020, incorporated] by reference to Exhibit No. [removed: (4)f] [added: (10)s] of the Corporation's Annual Report on Form 10-K for the year ended December 31, [removed: 2019.](https://www.sec.gov/Archives/edgar/data/55785/000005578520000016/kmb10k2019exhibit4f.htm)] [added: 2019.*](https://www.sec.gov/Archives/edgar/data/55785/000005578520000016/kmb10k2019exhibit10s.htm)] | | |

| | | | [removed: 65] [added: 69] | | | KIMBERLY-CLARK CORPORATION *- [removed: 2020] [added: 2021] Annual Report* | | |

| Exhibit No. (10)a. | | | [Management Achievement Award Program, as amended [removed: and](https://www.sec.gov/Archives/edgar/data/55785/000005578521000016/kmb_10kx2020xexhibit10a.htm) [restated](https://www.sec.gov/Archives/edgar/data/55785/000005578521000016/kmb_10kx2020xexhibit10a.htm) [](https://www.sec.gov/Archives/edgar/data/55785/000005578521000016/kmb_10kx2020xexhibit10a.htm)[January] [added: and restated January] 1, 2021](https://www.sec.gov/Archives/edgar/data/55785/000005578521000016/kmb_10kx2020xexhibit10a.htm)[,](https://www.sec.gov/Archives/edgar/data/55785/000005578521000016/kmb_10kx2020xexhibit10a.htm) [removed: [](https://www.sec.gov/Archives/edgar/data/55785/000005578521000016/kmb_10kx2020xexhibit10a.htm)[filed herewith*](https://www.sec.gov/Archives/edgar/data/55785/000005578521000016/kmb_10kx2020xexhibit10a.htm)] [added: [incorporated by reference to Exhibit (10)a of the Corporation's Annual Report o](https://www.sec.gov/Archives/edgar/data/55785/000005578521000016/kmb_10kx2020xexhibit10a.htm)[n](https://www.sec.gov/Archives/edgar/data/55785/000005578521000016/kmb_10kx2020xexhibit10a.htm) [Form 10-K for the year ended December 31, 2020](https://www.sec.gov/Archives/edgar/data/55785/000005578521000016/kmb_10kx2020xexhibit10a.htm)[.](https://www.sec.gov/Archives/edgar/data/55785/000005578521000016/kmb_10kx2020xexhibit10a.htm)[*](https://www.sec.gov/Archives/edgar/data/55785/000005578521000016/kmb_10kx2020xexhibit10a.htm)] | | |

| Exhibit No. [removed: (10)b.] [added: (10)k.] | | | [removed: [Form of](https://www.sec.gov/ix?doc=/Archives/edgar/data/55785/000005578520000059/pre-20200916.htm#ic24c3ef214da4066b01879f66448711f_61) [Executive Severance](https://www.sec.gov/ix?doc=/Archives/edgar/data/55785/000005578520000059/pre-20200916.htm#ic24c3ef214da4066b01879f66448711f_61) [Agreement](https://www.sec.gov/ix?doc=/Archives/edgar/data/55785/000005578520000059/pre-20200916.htm#ic24c3ef214da4066b01879f66448711f_61)[,] [added: [2021 Outside Directors'](https://www.sec.gov/Archives/edgar/data/55785/000005578521000043/kmbex-kimberlyclarkcorpora.htm) [Compensation Plan effective April 29, 2021,] incorporated by reference to Exhibit No. [removed: (10)b] [added: (10)k] of the Corporation's Current Report on Form 8-K filed [removed: on](https://www.sec.gov/ix?doc=/Archives/edgar/data/55785/000005578520000059/pre-20200916.htm#ic24c3ef214da4066b01879f66448711f_61) [September](https://www.sec.gov/ix?doc=/Archives/edgar/data/55785/000005578520000059/pre-20200916.htm#ic24c3ef214da4066b01879f66448711f_61) [](https://www.sec.gov/ix?doc=/Archives/edgar/data/55785/000005578520000059/pre-20200916.htm#ic24c3ef214da4066b01879f66448711f_61)[16](https://www.sec.gov/ix?doc=/Archives/edgar/data/55785/000005578520000059/pre-20200916.htm#ic24c3ef214da4066b01879f66448711f_61)[, 20](https://www.sec.gov/ix?doc=/Archives/edgar/data/55785/000005578520000059/pre-20200916.htm#ic24c3ef214da4066b01879f66448711f_61)[20](https://www.sec.gov/ix?doc=/Archives/edgar/data/55785/000005578520000059/pre-20200916.htm#ic24c3ef214da4066b01879f66448711f_61)[.*](https://www.sec.gov/ix?doc=/Archives/edgar/data/55785/000005578520000059/pre-20200916.htm#ic24c3ef214da4066b01879f66448711f_61)] [added: on April 29, 2021](https://www.sec.gov/Archives/edgar/data/55785/000005578521000043/kmbex-kimberlyclarkcorpora.htm)[.](https://www.sec.gov/Archives/edgar/data/55785/000005578521000043/kmbex-kimberlyclarkcorpora.htm)[*](https://www.sec.gov/Archives/edgar/data/55785/000005578521000043/kmbex-kimberlyclarkcorpora.htm)] | | |

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

| Exhibit No. (10)n. | | | [Form of Award Agreements under [removed: 2011] [added: 20](https://www.sec.gov/Archives/edgar/data/55785/000005578521000073/exhibit10nnonqualifiedstoc.htm)[2](https://www.sec.gov/Archives/edgar/data/55785/000005578521000073/exhibit10nnonqualifiedstoc.htm)[1] 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: 20](http://www.sec.gov/Archives/edgar/data/55785/000005578518000051/kmb_10qxq2xexhibit10nx2018.htm)[20](http://www.sec.gov/Archives/edgar/data/55785/000005578518000051/kmb_10qxq2xexhibit10nx2018.htm)[.*](http://www.sec.gov/Archives/edgar/data/55785/000005578518000051/kmb_10qxq2xexhibit10nx2018.htm)] [added: 202](https://www.sec.gov/Archives/edgar/data/55785/000005578521000073/exhibit10nnonqualifiedstoc.htm)[1](https://www.sec.gov/Archives/edgar/data/55785/000005578521000073/exhibit10nnonqualifiedstoc.htm)[.*](https://www.sec.gov/Archives/edgar/data/55785/000005578521000073/exhibit10nnonqualifiedstoc.htm)] | | |

| Exhibit No. (10)p. | | | [Severance Pay Plan, amended and restated, effective January 1, [removed: 2017,] [added: 20](https://www.sec.gov/Archives/edgar/data/55785/000005578521000037/kmb_10qxq1x2021xexhibit10p.htm)[21](https://www.sec.gov/Archives/edgar/data/55785/000005578521000037/kmb_10qxq1x2021xexhibit10p.htm)[,] incorporated by reference to Exhibit No. (10)p of the Corporation's Quarterly Report on Form 10-Q for the quarter [removed: ended September 30, 2017.*](http://www.sec.gov/Archives/edgar/data/55785/000005578517000067/kmb_10qxq3xexhibit10px2017.htm)] [added: ended](https://www.sec.gov/Archives/edgar/data/55785/000005578521000037/kmb_10qxq1x2021xexhibit10p.htm) [March](https://www.sec.gov/Archives/edgar/data/55785/000005578521000037/kmb_10qxq1x2021xexhibit10p.htm) [3](https://www.sec.gov/Archives/edgar/data/55785/000005578521000037/kmb_10qxq1x2021xexhibit10p.htm)[1](https://www.sec.gov/Archives/edgar/data/55785/000005578521000037/kmb_10qxq1x2021xexhibit10p.htm)[, 20](https://www.sec.gov/Archives/edgar/data/55785/000005578521000037/kmb_10qxq1x2021xexhibit10p.htm)[21](https://www.sec.gov/Archives/edgar/data/55785/000005578521000037/kmb_10qxq1x2021xexhibit10p.htm)[.*](https://www.sec.gov/Archives/edgar/data/55785/000005578521000037/kmb_10qxq1x2021xexhibit10p.htm)] | | |

| Exhibit No. (10)q. | | | [Form of Award Agreements under [removed: 2011] [added: 20](http://www.sec.gov/Archives/edgar/data/55785/000005578521000073/exhibitperformancerestrict.htm)[2](http://www.sec.gov/Archives/edgar/data/55785/000005578521000073/exhibitperformancerestrict.htm)[1] Equity Participation Plan for Performance Restricted Stock [removed: Units,](http://www.sec.gov/Archives/edgar/data/55785/000005578520000034/kmb10qq1exhibit10q2020.htm) [i](http://www.sec.gov/Archives/edgar/data/55785/000005578520000034/kmb10qq1exhibit10q2020.htm)[ncorporated] [added: Units, incorporated] by [removed: re](http://www.sec.gov/Archives/edgar/data/55785/000005578520000034/kmb10qq1exhibit10q2020.htm)[ference to](http://www.sec.gov/Archives/edgar/data/55785/000005578520000034/kmb10qq1exhibit10q2020.htm) [E](http://www.sec.gov/Archives/edgar/data/55785/000005578520000034/kmb10qq1exhibit10q2020.htm)[xhibit] [added: reference to Exhibit] No. (10)q of the Corporation's [removed: Quarterly](http://www.sec.gov/Archives/edgar/data/55785/000005578520000034/kmb10qq1exhibit10q2020.htm) [Report] [added: Quarterly Report] on Form 10-Q for the [removed: qua](http://www.sec.gov/Archives/edgar/data/55785/000005578520000034/kmb10qq1exhibit10q2020.htm)[rter ended March](http://www.sec.gov/Archives/edgar/data/55785/000005578520000034/kmb10qq1exhibit10q2020.htm) [31, 2020.*](http://www.sec.gov/Archives/edgar/data/55785/000005578520000034/kmb10qq1exhibit10q2020.htm)] [added: quarter ended](http://www.sec.gov/Archives/edgar/data/55785/000005578521000073/exhibitperformancerestrict.htm) [June](http://www.sec.gov/Archives/edgar/data/55785/000005578521000073/exhibitperformancerestrict.htm) [3](http://www.sec.gov/Archives/edgar/data/55785/000005578521000073/exhibitperformancerestrict.htm)[0](http://www.sec.gov/Archives/edgar/data/55785/000005578521000073/exhibitperformancerestrict.htm)[, 202](http://www.sec.gov/Archives/edgar/data/55785/000005578521000073/exhibitperformancerestrict.htm)[1](http://www.sec.gov/Archives/edgar/data/55785/000005578521000073/exhibitperformancerestrict.htm)[.*](http://www.sec.gov/Archives/edgar/data/55785/000005578521000073/exhibitperformancerestrict.htm)] | | |

| Exhibit No. (10)r. | | | [Form of Award Agreements under [removed: 2011] [added: 20](https://www.sec.gov/Archives/edgar/data/55785/000005578521000073/exhibit10rtime-vestedrestr.htm)[2](https://www.sec.gov/Archives/edgar/data/55785/000005578521000073/exhibit10rtime-vestedrestr.htm)[1] Equity Participation Plan for Time-Vested Restricted Stock Units, incorporated by reference to Exhibit No. (10)r of the Corporation's Quarterly Report on Form 10-Q for the quarter ended June 30, [removed: 20](https://www.sec.gov/Archives/edgar/data/55785/000005578520000053/kmb10qq2exhibit10r2020.htm)[20](https://www.sec.gov/Archives/edgar/data/55785/000005578520000053/kmb10qq2exhibit10r2020.htm)[.*](https://www.sec.gov/Archives/edgar/data/55785/000005578520000053/kmb10qq2exhibit10r2020.htm)] [added: 202](https://www.sec.gov/Archives/edgar/data/55785/000005578521000073/exhibit10rtime-vestedrestr.htm)[1](https://www.sec.gov/Archives/edgar/data/55785/000005578521000073/exhibit10rtime-vestedrestr.htm)[.*](https://www.sec.gov/Archives/edgar/data/55785/000005578521000073/exhibit10rtime-vestedrestr.htm)] | | |

| Exhibit No. (21). | | | [Subsidiaries of the Corporation, filed [removed: herewith.](https://www.sec.gov/Archives/edgar/data/55785/000005578521000016/kmb_10kx2020xexhibit21.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/55785/000005578522000010/kmb_10kx2021xexhibit21.htm)] | | |

| | | | [removed: 66] [added: 70] | | | KIMBERLY-CLARK CORPORATION *- [removed: 2020] [added: 2021] Annual Report* | | |

| Exhibit No. (23). | | | [Consent of Independent Registered Public Accounting Firm, filed [removed: herewith.](https://www.sec.gov/Archives/edgar/data/55785/000005578521000016/kmb_10kx2020xexhibit23.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/55785/000005578522000010/kmb_10kx2021xexhibit23.htm)] | | |

| Exhibit No. (24). | | | [Powers of Attorney, filed [removed: herewith.](https://www.sec.gov/Archives/edgar/data/55785/000005578521000016/kmb_10kx2020xexhibit24.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/55785/000005578522000010/kmb_10kx2021xexhibit24.htm)] | | |

| Exhibit No. (31)a. | | | [Certification of Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), filed [removed: herewith.](https://www.sec.gov/Archives/edgar/data/55785/000005578521000016/kmb_10kxq4xexhibit31ax2020.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/55785/000005578522000010/kmb_10kxq4xexhibit31ax2021.htm)] | | |

| Exhibit No. (31)b. | | | [Certification of Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), filed [removed: herewith.](https://www.sec.gov/Archives/edgar/data/55785/000005578521000016/kmb_10kxq4xexhibit31bx2020.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/55785/000005578522000010/kmb_10kxq4xexhibit31bx2021.htm)] | | |

| Exhibit No. (32)a. | | | [Certification of Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States Code, furnished [removed: herewith.](https://www.sec.gov/Archives/edgar/data/55785/000005578521000016/kmb_10kxq4xexhibit32ax2020.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/55785/000005578522000010/kmb_10kxq4xexhibit32ax2021.htm)] | | |

| Exhibit No. (32)b. | | | [Certification of Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States Code, furnished [removed: herewith.](https://www.sec.gov/Archives/edgar/data/55785/000005578521000016/kmb_10kxq4xexhibit32bx2020.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/55785/000005578522000010/kmb_10kxq4xexhibit32bx2021.htm)] | | |

| Exhibit No. (4)d. | | | [Eighth Supplemental Indenture, dated as of October 27, 2021, to the Indenture,](https://www.sec.gov/Archives/edgar/data/55785/000110465921132990/tm2129681d4_ex4-3.htm) [among the](https://www.sec.gov/Archives/edgar/data/55785/000110465921132990/tm2129681d4_ex4-3.htm) [C](https://www.sec.gov/Archives/edgar/data/55785/000110465921132990/tm2129681d4_ex4-3.htm)[orporation, The Bank of New](https://www.sec.gov/Archives/edgar/data/55785/000110465921132990/tm2129681d4_ex4-3.htm) [York](https://www.sec.gov/Archives/edgar/data/55785/000110465921132990/tm2129681d4_ex4-3.htm) [Mellon Trust Company, N.A., as successor trustee, and U.S. Bank National](https://www.sec.gov/Archives/edgar/data/55785/000110465921132990/tm2129681d4_ex4-3.htm) [](https://www.sec.gov/Archives/edgar/data/55785/000110465921132990/tm2129681d4_ex4-3.htm)[Association](https://www.sec.gov/Archives/edgar/data/55785/000110465921132990/tm2129681d4_ex4-3.htm)[, as successor trustee,](https://www.sec.gov/Archives/edgar/data/55785/000110465921132990/tm2129681d4_ex4-3.htm) [](https://www.sec.gov/Archives/edgar/data/55785/000110465921132990/tm2129681d4_ex4-3.htm)[incorporated by reference to Exhibit No. 4.3 of the Corporation's Current Report on Form 8-K filed on](https://www.sec.gov/Archives/edgar/data/55785/000110465921132990/tm2129681d4_ex4-3.htm) [November 2,](https://www.sec.gov/Archives/edgar/data/55785/000110465921132990/tm2129681d4_ex4-3.htm) [2021](https://www.sec.gov/Archives/edgar/data/55785/000110465921132990/tm2129681d4_ex4-3.htm)[](https://www.sec.gov/Archives/edgar/data/55785/000110465921132990/tm2129681d4_ex4-3.htm) | | |

| Exhibit No. (4)f. | | | [Description of the Corporation’s Common Stock, filed herewith.](https://www.sec.gov/Archives/edgar/data/55785/000005578522000010/kmb_10kx2021xexhibit4f.htm) | | |

| Exhibit No. (10)o. | | | [2021 Equity Participation Plan effective April 29, 2021, incorporated by reference to](https://www.sec.gov/Archives/edgar/data/55785/000005578521000043/kmbex10o-kimberlyclarkcorp.htm) [Exhibit No. (10)o of the Corporation's Current Report on Form 8-K filed on April 29, 202](https://www.sec.gov/Archives/edgar/data/55785/000005578521000043/kmbex10o-kimberlyclarkcorp.htm)[1](https://www.sec.gov/Archives/edgar/data/55785/000005578521000043/kmbex10o-kimberlyclarkcorp.htm)[.*](https://www.sec.gov/Archives/edgar/data/55785/000005578521000043/kmbex10o-kimberlyclarkcorp.htm) | | |

| | | | | | |

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

| | | | | | |

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

| Exhibit No. (10)s. | | | [First Amendment to 2011 Equity Participation Plan, effective February 12, 2020,](https://www.sec.gov/Archives/edgar/data/55785/000005578520000016/kmb10k2019exhibit10s.htm) [inco](https://www.sec.gov/Archives/edgar/data/55785/000005578520000016/kmb10k2019exhibit10s.htm)[rporated by re](https://www.sec.gov/Archives/edgar/data/55785/000005578520000016/kmb10k2019exhibit10s.htm)[ference to](https://www.sec.gov/Archives/edgar/data/55785/000005578520000016/kmb10k2019exhibit10s.htm) [Exhibit No. (10)s of the](https://www.sec.gov/Archives/edgar/data/55785/000005578520000016/kmb10k2019exhibit10s.htm) [Corporation's Annual](https://www.sec.gov/Archives/edgar/data/55785/000005578520000016/kmb10k2019exhibit10s.htm) [R](https://www.sec.gov/Archives/edgar/data/55785/000005578520000016/kmb10k2019exhibit10s.htm)[eport on Form 10-K f](https://www.sec.gov/Archives/edgar/data/55785/000005578520000016/kmb10k2019exhibit10s.htm)[or the year ended December 31, 2019](https://www.sec.gov/Archives/edgar/data/55785/000005578520000016/kmb10k2019exhibit10s.htm)[.*](https://www.sec.gov/Archives/edgar/data/55785/000005578520000016/kmb10k2019exhibit10s.htm) | | |

| | | | [removed: 67] [added: 71] | | | KIMBERLY-CLARK CORPORATION *- [removed: 2020] [added: 2021] Annual Report* | | |

| February [removed: 11, 2021] [added: 10, 2022] | | | By: | | | /s/ Andrew S. Drexler | | |

| [added: By:] | | | [added: /s/ Andrew S. Drexler] | | | [removed: Andrew S. Drexler] | | | [added: February 10, 2022 | | |]

| | | | | | | [removed: Vice] [added: Andrew S. Drexler Vice] President and Controller | | |

| /s/ Michael D. Hsu | | | | | | Chairman of the Board and Chief Executive Officer and Director (principal executive officer) | | | February [removed: 11, 2021] [added: 10, 2022] | | |

| /s/ Maria Henry | | | | | | Senior Vice President and Chief Financial Officer (principal financial officer) | | | February [removed: 11, 2021] [added: 10, 2022] | | |

| /s/ Andrew S. Drexler | | | | | | Vice President and Controller (principal accounting officer) | | | February [removed: 11, 2021] [added: 10, 2022] | | |

| | | | [removed: 68] [added: 72] | | | KIMBERLY-CLARK CORPORATION *- [removed: 2020] [added: 2021] Annual Report* | | |

FOR THE YEARS ENDED DECEMBER 31, [removed: 2020, 2019] [added: 2021, 2020] AND [removed: 2018][added: 2019]

| Allowance for doubtful accounts | | | $ | [removed: 32] [added: 34] | | | | | $ | [removed: 3] [added: 12] | | | | | $ | [removed: 1] [added: (4)] | | | | | $ | 2 | | (b) | | | | | | | | | $ | [removed: 34] [added: 40] | |

| Allowances for sales discounts | | | [removed: 17] [added: 17] | | | | | | [removed: 240] [added: 240] | | | | | | [removed: (3)] [added: (3)] | | | | | | [removed: 238] [added: 238] | | | [removed: (c)] [added: (c)] | | | | | | | | | [removed: 16] [added: 16] | | |

| Allowance for doubtful accounts | | | $ | [removed: 38] [added: 32] | | | | | $ | [removed: 15] [added: 3] | | | | | $ | [removed: (3)] [added: 1] | | | | | $ | [removed: 14] [added: 2] | | (b) | | | | | | | | | $ | [removed: 36] [added: 34] | |

| Allowances for sales discounts | | | [removed: 18] [added: 16] | | | | | | [removed: 248] [added: 225] | | | | | | [removed: (4)] [added: (2)] | | | | | | [removed: 245] [added: 224] | | | [removed: (c)] [added: (c)] | | | | | | | | | [removed: 17] [added: 15] | | |

| Valuation allowance | | | [removed: $] [added: $] | [removed: 248] [added: 248] | | | | | [removed: $] [added: $] | [removed: 21] [added: 21] | | | | | [removed: $] [added: $] | [removed: —] [added: —] | | | | | [removed: $] [added: $] | [removed: (3)] [added: (3)] | | | | | | | | | | | [removed: $] [added: $] | [removed: 272] [added: 272] | |

| | | | [removed: 69] [added: 73] | | | KIMBERLY-CLARK CORPORATION *- [removed: 2020] [added: 2021] Annual Report* | | |

| John W. Culver | | | | | | Christa S. Quarles | | |

| Robert W. Decherd | | | | | | Jaime A. Ramirez | | |

| Mae C. Jemison | | | | | | Dunia A. Shive | | |

| S. Todd Maclin | | | | | | Mark T. Smucker | | |

| Deirdre A. Mahlan | | | | | | Michael D. White | | |

| December 31, 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| December 31, 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Valuation allowance | | | $ | 272 | | | | | $ | 12 | | | | | $ | — | | | | | $ | 5 | | | | | | | | | | | $ | 279 | |

| Abelardo E. Bru | | | | | | Christa S. Quarles | | |

| John W. Culver | | | | | | Ian C. Read | | |

| Robert W. Decherd | | | | | | Dunia A. Shive | | |

| Mae C. Jemison | | | | | | Mark T. Smucker | | |

| S. Todd Maclin | | | | | | Michael D. White | | |

| By: | | | /s/ Andrew S. Drexler | | | | | | February 11, 2021 | | |

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

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