A Dark Vector Cognition product

Cover and table of contents

9K characters. Original on sec.gov ·

Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31, 2022

☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to

Commission File Number 1-225

kmb-20221231_g1.jpg

KIMBERLY-CLARK CORPORATION

(Exact name of registrant as specified in its charter)

Delaware39-0394230
(State or other jurisdiction of incorporation)(I.R.S. Employer Identification No.)

P.O. Box 619100

Dallas, TX

75261-9100

(Address of principal executive offices)

(Zip code)

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock-$1.25 par valueKMBNew York Stock Exchange
0.625% Notes due 2024KMB24New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer☒Accelerated filer☐Emerging growth company☐
Non-accelerated filer☐Smaller reporting company☐

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

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The aggregate market value of the registrant's common stock held by non-affiliates on June 30, 2022 (based on closing stock price on the New York Stock Exchange as of such date) was approximately $45.6 billion.

As of January 31, 2023, there were 337,507,349 shares of Kimberly-Clark common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Certain information contained in the definitive Proxy Statement for Kimberly-Clark's Annual Meeting of Stockholders to be held on April 20, 2023 is incorporated by reference into Part III.

KIMBERLY-CLARK CORPORATION

TABLE OF CONTENTS

Page
Part I
Item 1.Business1
Item 1A.Risk Factors4
Item 1B.Unresolved Staff Comments10
Item 2.Properties10
Item 3.Legal Proceedings10
Item 4.Mine Safety Disclosures10
Information About Our Executive Officers11
Part II
Item 5.Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities13
Item 6.Selected Financial Data13
Item 7.Management's Discussion and Analysis of Financial Condition and Results of Operations15
Item 7A.Quantitative and Qualitative Disclosures About Market Risk28
Item 8.Financial Statements and Supplementary Data30
Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure67
Item 9A.Controls and Procedures67
Item 9B.Other Information68
Item 9C.Disclosure Regarding Foreign Jurisdictions That Prevent Inspections68
Part III
Item 10.Directors, Executive Officers and Corporate Governance69
Item 11.Executive Compensation69
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters69
Item 13.Certain Relationships and Related Transactions, and Director Independence69
Item 14.Principal Accountant Fees and Services69
Part IV
Item 15.Exhibits, Financial Statement Schedules70
Item 16.Form 10-K Summary72
Signatures73
KIMBERLY-CLARK CORPORATION - 2022 Annual Report
PART I

Next: Item 1. BUSINESS