Kimberly-Clark (KMB) 10-K risk factor changes: FY2022 vs FY2021
The 2022-12-31 10-K against the 2021-12-31 one, compared heading by heading and sentence by sentence.
Item 1A28 rewritten33 added8 removed112 unchanged
All filing items901 rewritten283 added177 removed1,557 unchanged
Summary
counted, not written
- Item 1A lists 15 risk factor headings: 2 new, 0 reworded and 13 unchanged since FY2021. 0 headings from FY2021 no longer appear.
- Sentence by sentence, 283 added, 177 removed, 901 rewritten and 1,557 unchanged across 19 items that differ.
New Item 1A headings (2)
- Our operations in Russia and the surrounding region are impacted by the war in Ukraine.
- Disruptions in the credit markets or changes to our credit ratings may adversely affect our business.
Removed Item 1A headings (0)
Every FY2021 risk factor heading is still here, word for word or reworded.
A heading is new when no FY2021 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
23 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2022; struck-through words were in FY2021. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. RISK FACTORS
28 rewritten, 33 added, 8 removed, 112 unchanged
The ongoing COVID-19 pandemic [added: has had and] could [added: continue to] have negative impacts on our business, including causing significant volatility in demand for our products, changes in consumer behavior and preference, disruptions in our manufacturing and supply chain operations, disruptions to our cost saving programs, 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.
Further, data privacy is subject to frequently changing rules and regulations regarding the handling of personal data, such as the [removed: General Data Protection Regulation] [added: GDPR, LGPD, PIPL] and [removed: the California Consumer Privacy Act.][added: CCPA.]
These systems could be damaged or cease to function properly due to any number of causes, such as catastrophic events, power outages, security breaches, [added: user or system errors,] computer viruses or cyber-based attacks.
The risk of cyber-based attacks is heightened with many of our employees working and accessing our [added: technology infrastructure remotely.]
| | | | 4 | | | KIMBERLY-CLARK CORPORATION *- [removed: 2021] [added: 2022] Annual Report* | | |
Moreover, there is no assurance that the new system will meet our current and future business needs or that it will operate as [removed: designed.]
Increases in the cost and availability of raw materials, including pulp and petroleum-based materials, the cost of energy, transportation and other necessary services, supplier constraints, supplier consolidation which could limit our sources of supply [removed: for these items, an inability to maintain favorable supplier arrangements and relations or an inability to avoid disruptions in production output could have an adverse effect on our financial results.]
To [added: help] ensure we use [removed: all forms of] energy efficiently and cost-effectively, we maintain energy efficiency improvement programs at our manufacturing sites.
Our energy costs are also affected by various market factors including the availability of supplies of particular forms of energy, energy prices and local and national regulatory decisions (including actions taken to address climate change and related market [removed: responses).][added: responses) and geopolitical factors.]
A portion of the exposures, arising from transactions and commitments denominated in non-local currencies, is systematically managed through [added: foreign currency forward and swap contracts where available and economically advantageous.]
| | | | 5 | | | KIMBERLY-CLARK CORPORATION *- [removed: 2021] [added: 2022] Annual Report* | | |
Risks related to political [removed: instability,] [added: instability (including the war in Ukraine),] expropriation, new or revised legal or regulatory constraints, difficulties in enforcing contractual and intellectual property rights, and potentially adverse tax consequences could adversely affect our financial results.
See Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") and Item 8, Note 1 to the consolidated financial statements for information regarding our adoption of highly inflationary accounting in [removed: Argentina.][added: Argentina and Turkey.]
Our inability to address adverse publicity or other issues, including concerns about product safety, quality, efficacy, environmental impacts (including packaging, energy and water use and waste management), [removed: inclusion] [added: inclusion, equity] and diversity, human rights and other sustainability or similar matters, or breaches of consumer, customer, supplier, employee or other confidential information, real or perceived, could negatively impact sentiment towards us and our products and brands, and our business and financial results could suffer.
These activities are subject to inherent risks such as natural disasters, power outages, fires or explosions, labor [removed: strikes,] [added: strikes or labor shortages,] terrorism, epidemics, pandemics (including the ongoing COVID-19 pandemic), import restrictions, regional economic, business, environmental or political [removed: events,] [added: events (including the war in Ukraine),] governmental regulatory requirements or nongovernmental voluntary actions in response to global climate change or other concerns regarding the sustainability of our business, which could disrupt our supply chain and impair our ability to manufacture or sell our products.
Disruptions or delays at these [added: suppliers,] third-party manufacturers or service providers due to the reasons above or the failure of these [added: parties,] manufacturers or service providers to otherwise satisfactorily perform, could adversely impact our operations, sales, payments to our suppliers, employees, and others, and our ability to report financial and management information on a timely and accurate basis.
We continue to implement plans to improve our competitive position by achieving cost reductions in our [removed: operations, including implementing restructuring programs in functions or areas of our business where we believe such opportunities exist.][added: operations.]
| | | | 6 | | | KIMBERLY-CLARK CORPORATION *- [removed: 2021] [added: 2022] Annual Report* | | |
We may pursue acquisitions of product lines or businesses from third [removed: parties, including our acquisition of Softex Indonesia in October 2020.][added: parties.]
With the consolidation of retail trade, both traditional retailers and e-tailers, we are [removed: increasingly] dependent on key customers, and some of these customers, including large-format retailers and large e-tailers, may have significant bargaining power.
Our competitors for these markets include global, regional and local manufacturers, [removed: including private label manufacturers.]
Some of these competitors may have better access to financial resources and greater [added: market penetration, which enable them to offer a wider variety of products and services at more competitive prices.]
| | | | 7 | | | KIMBERLY-CLARK CORPORATION *- [removed: 2021] [added: 2022] Annual Report* | | |
As a global company, we are subject to [removed: many] [added: a wide variety of] laws and governmental regulations across all of the countries in which we do business, including laws and regulations involving marketing, antitrust, anti-bribery or anti-corruption, [added: data privacy,] product liability, [removed: environmental,] [added: product composition or formulation, packaging content or corporate responsibility after consumer purchase, environmental impact,] intellectual [removed: property] [added: property, employment, healthcare] or other [removed: matters, as well as potential litigation or administrative actions.][added: matters.]
[removed: While it is our policy and practice to comply with all legal and regulatory requirements applicable to our business, a] [added: A] finding that we are in violation of, or out of compliance with, applicable laws or regulations could subject us to civil remedies, including fines, damages, [removed: injunctions or] [added: injunctions,] product [removed: recalls,] [added: recalls] or criminal sanctions, any of which could adversely affect our business, results of operations, cash flows and financial condition.
[removed: Even if] [added: Whether or not] a claim is [removed: unsuccessful, is] [added: successful,] without merit or [removed: is] not fully pursued, [removed: the] negative publicity [removed: surrounding such assertions] [added: arising from allegations] regarding our products, processes or business practices could adversely affect our reputation and brand image.
In addition, new or revised [removed: laws or] [added: laws,] regulations [added: or their interpretation] may alter the environment in which we do business which could adversely impact our financial results.
| | | | 8 | | | KIMBERLY-CLARK CORPORATION *- [removed: 2021] [added: 2022] Annual Report* | | |
for these items, an inability to maintain favorable supplier arrangements and relations or an inability to avoid disruptions in production output could have an adverse effect on our financial results.
We utilize a variety of pricing structures to manage these risks but have not used derivative instruments.
designed.
Our operations in Russia and the surrounding region are impacted by the war in Ukraine.
The war between Russia and Ukraine has negatively impacted, and may continue to negatively impact, our operations in Russia and the surrounding region.
Beginning in March 2022, we have implemented significant adjustments to our business in Russia.
We have substantially curtailed media, advertising and promotional activity and suspended capital investments at our single manufacturing facility in Russia.
Consistent with the humanitarian nature of our products, we manufacture and sell only essential items in Russia, such as baby diapers and feminine pads, which are critical to the health and hygiene of women, girls and babies.
Our ability to continue our reduced operations in Russia may change as we continue to experience increased input costs, supply chain complexities, reduced consumer demand, restricted access to financial institutions and increased monetary, currency and payment controls.
As the business, geopolitical, and regulatory environment concerning Russia evolves, we may not be able to sustain the limited manufacture and sale of our products, and our assets may be partially or fully impaired.
Moreover, the war in Ukraine could result in cyber-based attacks to our information technology systems, disruptions to foreign exchange rates and financial and credit markets and amplify or affect the other risk factors set forth in this Part I, Item 1A, any of which may adversely affect our business.
We have a complex network of suppliers, including a number of sole-source and single-source suppliers for certain commodities and raw material inputs.
In the case of our sole-source suppliers, failure to successfully negotiate satisfactory purchase terms could adversely impact our business.
Disruptions in the credit markets or changes to our credit ratings may adversely affect our business.
We access the long-term and short-term capital markets to obtain financing.
Our financial performance, our short- and long-term debt credit ratings, interest rates, the stability of financial institutions with which we partner, geopolitical or national political developments (including those related to the ability of Congress to raise the U.S. federal debt ceiling), the stability and liquidity of the overall global capital markets and the state of the global economy, could affect our access to, and the availability and cost of, financing on acceptable terms and conditions and our ability to pay dividends in the future.
We regularly access the commercial paper market for ongoing funding requirements.
A downgrade in our credit ratings by a credit rating agency could increase our borrowing costs and adversely affect our ability to issue commercial paper.
Disruptions in the commercial paper market or other effects of volatile economic conditions on the credit markets also could reduce the amount of commercial paper that we could issue and raise our borrowing costs for both short- and long-term debt offerings.
Disruptions in the credit markets, limitations on our ability to borrow, a reduction in our liquidity or an increase in our borrowing costs could materially and adversely affect our financial condition and results of operations.
We have transition risks related to the transition to a lower-carbon economy and physical risks related to the physical impacts of climate change.
Transition risks include increased costs of carbon emission, increased cost to produce products in compliance with future regulations, increased raw materials cost, shifts in customer/consumer values and other legal, regulatory and technological risks.
Physical risks include the risk of direct damage to assets or supply chain disruption caused by severe weather events such as floods, storms, wildfires and droughts.
including private label manufacturers.
We could be subject to significant legal liability and litigation expense if we fail to comply with applicable laws, regulations, policies and related interpretations.
Our business is subject to the risk of litigation involving customers, consumers, suppliers, competitors, shareholders, government agencies or others through private actions, class actions, whistleblower claims, administrative proceedings, regulatory actions or other litigation.
While it is our policy and practice to comply with all legal and regulatory requirements applicable to our business, we cannot provide assurance that our employees and agents will follow our policies and procedures at all times.
While we maintain insurance for certain potential liabilities, such insurance does not cover all types and amounts of potential liabilities and is subject to various exclusions as well as caps on amounts recoverable.
Even if we believe a claim is covered by
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| | | | 9 | | | KIMBERLY-CLARK CORPORATION *- 2022 Annual Report* | | |
insurance, insurers may dispute our entitlement to recovery for a variety of potential reasons, which may affect the timing and, if they prevail, the amount of our recovery.
technology infrastructure remotely as a result of the COVID-19 pandemic.
In some instances, we utilize negotiated short-term contract structures to reduce pulp price volatility, but we have not used derivative instruments to manage these risks.
foreign currency forward and swap contracts where available and economically advantageous.
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.
market penetration, which enable them to offer a wider variety of products and services at more competitive prices.
If we are unable to comply with all laws and regulations, it could negatively impact our reputation and our business results.
We cannot provide assurance that our internal control policies and procedures, and ethics and compliance program will always protect us from acts committed by our employees or agents.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
176 rewritten, 74 added, 61 removed, 245 unchanged
This discussion and analysis compares [removed: 2021] [added: 2022] results to [removed: 2020.][added: 2021.]
For a discussion that compares our [removed: 2020] [added: 2021] results to [removed: 2019,] [added: 2020,] see Management's Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7 of our [removed: 2020] [added: 2021] Annual Report on Form 10-K.
- Overview of [removed: 2021] [added: 2022] Results
See Item 8, Note [removed: 1] [added: 3] to the consolidated financial statements for details.
| | | | [removed: 14] [added: 15] | | | KIMBERLY-CLARK CORPORATION *- [removed: 2021] [added: 2022] Annual Report* | | |
Overview of [removed: 2021] [added: 2022] Results
- Net sales of [removed: $19.4] [added: $20.2] billion increased [removed: 2] [added: 4] percent.
[removed: Organic sales] [added: Volumes] decreased 1 percent.
Changes in foreign currency exchange rates [removed: increased] [added: decreased] sales by [removed: 1] [added: approximately 10] percent, and [removed: the net impact of the Softex Indonesia acquisition and business exits in conjunction] [added: exited businesses associated] with the 2018 Global Restructuring Program [removed: increased] [added: decreased] sales [removed: approximately] [added: by] 1 percent.
- In North America, organic sales [removed: decreased] [added: increased] 5 percent in consumer products and increased [removed: 1] [added: 9] percent in K-C Professional.
- Outside North America, organic sales increased [removed: 5] [added: 8] percent in D&E Markets and [removed: decreased 3] [added: increased 10] percent in Developed Markets.
- Operating Profit and Net Income Attributable to Kimberly-Clark were [removed: $2,561] [added: $2,681] and [removed: $1,814] [added: $1,934] in [removed: 2021,] [added: 2022,] respectively.
- Diluted earnings per share were [removed: $5.35] [added: $5.72] in [removed: 2021] [added: 2022] compared to [removed: $6.87] [added: $5.35] in [removed: 2020.][added: 2021.]
Results in 2021 [removed: and 2020] include net charges of $0.83 [removed: and $0.94, respectively,] related to the 2018 Global Restructuring Program.
Cash provided by operations was $2.7 billion in [removed: 2021.][added: 2022.]
We raised our dividend in [removed: 2021] [added: 2022] by [removed: 6.5] [added: 2] percent, the [removed: 49th] [added: 50th] consecutive annual increase in our dividend.
Altogether, share repurchases and dividends in [removed: 2021] [added: 2022] amounted to [removed: $1.9] [added: $1.7] billion.
In [removed: 2022,] [added: 2023,] 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.
Both strategies are enabled by our focus on [removed: accelerating and investing in our]
| | | | [removed: 15] [added: 16] | | | KIMBERLY-CLARK CORPORATION *- [removed: 2021] [added: 2022] Annual Report* | | |
[added: accelerating and investing in our] commercial capabilities through digital marketing, revenue growth management, consumer-inspired innovation and strong in-market execution.
*COVID-19* - The macro business environment experienced unprecedented volatility in [removed: 2021] [added: recent years] related to the continuing effect the global COVID-19 pandemic has had on supply and demand dynamics.
[removed: Over the last two] [added: In recent] 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.
The net effect of the global supply chain disruption led to an unprecedented increase in costs in [added: 2022 and] 2021.
In recent years, birth rate declines in key countries, including China, South [removed: Korea, Russia,] [added: Korea] and the U.S., have pressured category volume growth rates.
In [removed: 2022,] [added: 2023,] we anticipate [removed: changing] [added: challenging] market conditions to continue to impact pricing.
| | | | [removed: 16] [added: 17] | | | KIMBERLY-CLARK CORPORATION *- [removed: 2021] [added: 2022] Annual Report* | | |
In [removed: 2021,] [added: 2022,] 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 [removed: effects.][added: effects and the effects of the war in Ukraine.]
We expect the higher cost environment will continue in [removed: 2022.][added: 2023.]
Volatility in global consumer, commodity and foreign currency exchange rates increased significantly [removed: during 2021] [added: over the past few years] and is expected to continue in the near term.
Transition Risks include increased costs of [removed: raw materials,] [added: carbon emission,] increased cost [removed: of capital,] [added: to produce products in compliance with future regulations, increased raw materials cost,] shifts in customer/consumer values and other legal, regulatory and technological risks.
| | | | [removed: 17] [added: 18] | | | KIMBERLY-CLARK CORPORATION *- [removed: 2021] [added: 2022] Annual Report* | | |
This section presents a discussion and analysis of net sales, operating profit and other information relevant to an understanding of [removed: 2021] [added: 2022] results of operations.
| | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | Change [removed: 2021] [added: 2022] vs. [removed: 2020] [added: 2021] | | | | | | | | | | | | | | |
| North America | | | $ | [removed: 10,052] [added: 10,663] | | | | | $ | [removed: 10,394] [added: 10,052] | | | | | [removed: \-3] [added: +6] | | % | | | | | | | | | | | | |
| Outside North America | | | [removed: 9,697] [added: 9,799] | | | | | | [removed: 9,018] [added: 9,697] | | | | | | [removed: +8] [added: +1] | | % | | | | | | | | | | | | |
| Intergeographic sales | | | [removed: (309)] [added: (287)] | | | | | | [removed: (272)] [added: (309)] | | | | | | [removed: +14] [added: \-7] | | % | | | | | | | | | | | | |
| Total Net Sales | | | [removed: 19,440] [added: 20,175] | | | | | | [removed: 19,140] [added: 19,440] | | | | | | [removed: +2] [added: +4] | | % | | | | | | | | | | | | |
| North America | | | [removed: 2,066] [added: 2,071] | | | | | | [removed: 2,689] [added: 2,066] | | | | | | [removed: \-23] [added: —] | | [removed: %] | | | | | | | | | | | | |
| Outside North America | | | [removed: 1,082] [added: 979] | | | | | | [removed: 1,221] [added: 1,082] | | | | | | [removed: \-11] [added: \-10] | | % | | | | | | | | | | | | |
- Pension settlements - In 2022, pension settlement charges were recognized related to lump-sum distributions from pension plan assets exceeding the total of annual service and interest costs resulting in a recognition of deferred actuarial losses.
- Acquisition of controlling interest in Thinx – In the first quarter of 2022, we increased our investment in Thinx.
As a result of this transaction, a net benefit was recognized, primarily due to the non-recurring, non-cash gain recognized related to the remeasurement of the carrying value of our previously held equity investment to fair value partially offset by transaction and integration costs.
On February 24, 2022, we completed our acquisition of a majority and controlling share of Thinx, an industry leader in the reusable period and incontinence underwear category, for total consideration of $181 consisting of cash of $53, the fair value of our previously held equity investment of $127, and certain share-based award costs of $1.
On October 24, 2022, we entered into an agreement to sell our Neve tissue brand and related consumer and K-C Professional tissue assets in Brazil for $175, subject to certain working capital and other closing adjustments.
The transaction also includes a licensing agreement to allow the acquirer to manufacture and market in Brazil the Kleenex, Scott and Wypall brands to consumers and away-from-home customers for a period of time.
The transaction is pending customary conditions and regulatory approval and is expected to close in the first half of 2023.
The assets included in the sale agreement have been reclassified to Other current assets as of December 31, 2022.
Results in 2022 include pension settlement charges of $0.12 and a net benefit of $0.20 associated with the acquisition of Thinx, primarily due to the non-recurring, non-cash gain recognized related to the remeasurement of the carrying value of our previously held equity investment to fair value partially offset by transaction and integration costs.
Expanding our markets is our second pillar and emphasizes Personal Care.
Additionally, consumer incomes have generally been impacted negatively by the pandemic which can impact their purchasing patterns.
COVID-19 outbreaks and patterns are difficult to predict.
We increased our prices in 2022 in response to continuing inflation related to the ongoing impacts of the COVID-19 pandemic and other market conditions, including the war in Ukraine.
*War in Ukraine* - Beginning in March 2022, we have implemented significant adjustments to our business in Russia.
We have substantially curtailed media, advertising and promotional activity and suspended capital investments in our sole manufacturing facility in Russia.
Consistent with the humanitarian nature of our products, we manufacture and sell only essential items in Russia, such as baby diapers and feminine pads, which are critical to the health and hygiene of women, girls and babies.
Our Russia business has represented approximately 1 to 2 percent of our net global sales, operating profit and total assets.
Our ability to continue our operations in Russia may change as the situation evolves.
Our business in Russia is experiencing increased input costs, supply chain complexities, reduced consumer demand and restricted access to financial institutions, as well as increased monetary, currency and payment controls.
We are actively monitoring the situation, and as the business, geopolitical and regulatory environment concerning Russia evolves, we may not be able to sustain the limited manufacture and sale of our products, and our assets may be partially or fully impaired.
We are also monitoring the increased risk of cyber-based attacks as a result of the war in Ukraine and have implemented additional cybersecurity measures designed to address the evolving threat landscape.
| | | | | | | As Reported | | | | | | Acquisition of Controlling Interest in Thinx | | | | | | Pension Settlements | | | | | | | | | | | | | | | | | | | | | As Adjusted Non-GAAP | | |
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| Operating Profit | | | | | | 2,681 | | | | | | 64 | | | | | | — | | | | | | | | | | | | | | | | | | | | | 2,617 | | |
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| Diluted Earnings per Share(a) | | | | | | 5.72 | | | | | | 0.20 | | | | | | (0.12) | | | | | | | | | | | | | | | | | | | | | 5.63 | | |
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Adjusted operating profit was $2,617 in 2022 and $2,836 in 2021.
Results were impacted by $1.5 billion of higher input costs, higher marketing, research and general expenses and unfavorable foreign currency effects.
Results benefited from organic sales growth and $290 of FORCE savings.
Other (income) and expense, net was $43 of income in 2022, which primarily reflected the non-recurring, non-cash gain recognized upon the acquisition of a controlling interest in Thinx related to the remeasurement of the carrying value of our previously held equity investment to fair value.
Results were positively impacted by higher net selling prices partially offset by higher input costs and lower volumes.
The decrease was primarily driven by lower adjusted operating profit.
| | | | | | | 2022 | | | | | | 2021 | | | | | | | | | | | | | | | | | | 2022 | | | | | | 2021 | | | | | | | | |
| | | | | | | 2022 vs. 2021 | | | | | | | | | | | | | | | | | | 2022 vs. 2021 | | | | | | | | |
The restructuring actions were completed in 2021.
- Softex Indonesia Acquisition-Related Costs - Transaction and integration costs associated with the acquisition of Softex Indonesia.
- Brazil Business Tax Credits - In the fourth quarter of 2020, we received a favorable legal ruling that resolved certain matters related to prior years' business taxes in Brazil.
On October 1, 2020, we acquired Softex Indonesia, a leader in the fast-growing Indonesian personal care market, in an all-cash transaction for approximately $1.2 billion.
This transaction significantly expanded our presence in an important developing and emerging market and is a strong strategic fit with our core business.
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.
Savings from this initiative were $140 in 2021, bringing cumulative annual savings to $560 versus the 2017 baseline.
Results in 2020 also include acquisition-related costs of $0.08 associated with the acquisition of Softex Indonesia and a benefit of $0.15 related to the resolution of certain business tax matters in Brazil.
Expanding our markets is our second pillar and emphasizes Personal Care with Latin America, Asia, Eastern Europe, the Middle East and Africa as our priority markets.
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.
We increased our prices in 2021 in response to record inflation related to the COVID-19 pandemic.
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| | | | | | | As Reported | | | | | | 2018 Global Restructuring Program | | | | | | Softex Indonesia Acquisition-Related Costs | | | | | | | | | | | | Brazil Business Tax Credits | | | | | | As Adjusted Non-GAAP | | |
| Cost of products sold | | | | | | $ | 12,318 | | | | | $ | 283 | | | | | $ | — | | | | | | | | | | | $ | — | | | | | $ | 12,035 | |
| Gross Profit | | | | | | 6,822 | | | | | | (283) | | | | | | — | | | | | | | | | | | | — | | | | | | 7,105 | | |
| Operating Profit | | | | | | 3,244 | | | | | | (383) | | | | | | (32) | | | | | | | | | | | | 77 | | | | | | 3,582 | | |
| Share of net income of equity companies | | | | | | 142 | | | | | | (1) | | | | | | — | | | | | | | | | | | | — | | | | | | 143 | | |
| Net income attributable to noncontrolling interests | | | | | | (44) | | | | | | 3 | | | | | | — | | | | | | | | | | | | — | | | | | | (47) | | |
| Diluted Earnings per Share(a) | | | | | | 6.87 | | | | | | (0.94) | | | | | | (0.08) | | | | | | | | | | | | 0.15 | | | | | | 7.74 | | |
| Acquisition/Exited Businesses(e) | | | | | | 1 | | | | | | | | | | | | Cost Savings(c) | | | | | | 15 | | | | | | | | |
(e) Combined impact of the acquisition of Softex Indonesia and exited businesses in conjunction with the 2018 Global Restructuring Program.
Adjusted operating profit was $2,836 in 2021, down 21 percent compared to $3,582 in 2020.
Results were impacted by lower sales volumes, $1,490 of higher input costs, driven by pulp and polymer-based materials, distribution and energy costs, and elevated other manufacturing costs.
Results benefited from higher net selling prices, $410 of FORCE savings, $140 of cost savings from the 2018 Global Restructuring Program and lower marketing, research and general expenses.
Other (income) and expense, net was $54 of income in 2020 which primarily reflected tax credits recognized related to a favorable legal ruling that resolved certain matters related to prior years' business taxes in Brazil.
Results were negatively impacted by input cost inflation and 2018 Global Restructuring Program charges.
The decrease was driven by lower adjusted operating profit and lower net income from equity companies, partially offset by a lower share count and a lower adjusted effective tax rate.
| | | | | | | 2021 | | | | | | 2020 | | | | | | | | | | | | | | | | | | 2021 | | | | | | 2020 | | | | | | | | |
| Acquisition/Exited Businesses(e) | | | | | | 3 | | | | | | | | | | | | Cost Savings(c) | | | | | | 11 | | | | | | | | |
Exited businesses decreased sales by 1 percent.
Volumes increased 3 percent led by growth in China and Eastern Europe.
The volume comparison reflects elevated shipments in North America in the year-ago period to support higher consumer and customer demand related to COVID-19.
The Softex Indonesia acquisition increased sales by 3 percent.
Volumes decreased 7 percent, primarily driven by Western and Central Europe and South Korea.
Exited businesses associated with the 2018 Global Restructuring Program decreased sales by 3 percent, and changes in net selling prices decreased sales by 1 percent.
| | | | | | | | | | 2021 | | | | | | 2020 | | | | | | | | | | | | | | | | | | 2021 | | | | | | 2020 | | | | | | | | |
Volumes decreased 6 percent, reflecting continuing lower away from home demand and challenging business conditions following the outbreak of COVID-19.
An excerpt. Shown here: 40 of 176 rewritten, 40 of 74 added and 40 of 61 removed. The counts are complete. For every sentence, read Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS in the FY2022 filing and the FY2021 filing.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
10 rewritten, 3 added, 3 removed, 40 unchanged
| | | | [removed: 27] [added: 28] | | | KIMBERLY-CLARK CORPORATION *- [removed: 2021] [added: 2022] Annual Report* | | |
As of December 31, [removed: 2021,] [added: 2022,] 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: 2021] [added: 2022] rates and the assumed rates.
Our operations in Argentina [added: ("K-C Argentina")] are reported using highly inflationary accounting and their functional currency is the U.S. dollar.
As of December 31, [removed: 2021,] [added: 2022,] K-C Argentina had a small net peso monetary position and a 10 percent unfavorable change in the exchange rate would not be material.
As of December 31, [removed: 2021,] [added: 2022,] a 10 percent unfavorable change in the exchange rate of the U.S. dollar against the prevailing market rates of our foreign currency translation exposures would have reduced stockholders' equity by approximately [removed: $750.][added: $650.]
At December 31, [removed: 2021,] [added: 2022,] the long-term debt portfolio was comprised of primarily fixed-rate debt.
At December 31, [removed: 2021,] [added: 2022,] a 10 percent decrease in interest rates would have increased the fair value of fixed-rate debt by about [removed: $224,] [added: $338,] which would not have a significant impact on our financial statements as we do not record debt at fair value.
| | | | [removed: 28] [added: 29] | | | KIMBERLY-CLARK CORPORATION *- [removed: 2021] [added: 2022] Annual Report* | | |
Derivative instruments are used in accordance with our risk management policy to hedge a [removed: limited] portion of the price risk.
As of April 1, 2022, we elected to adopt highly inflationary accounting for our operations in Turkey (“K-C Turkey”), and their functional currency is also the U.S. dollar.
Changes in the value of a Turkish lira versus the U.S. dollar applied to our net lira monetary position are recorded in Other (income) and expense, net at the time of the change.
As of December 31, 2022, K-C Turkey had a small net lira monetary position and a 10 percent unfavorable change in the exchange rate would not be material.
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | 29 | | | KIMBERLY-CLARK CORPORATION *- 2021 Annual Report* | | |
Item 1. BUSINESS
26 rewritten, 12 added, 4 removed, 75 unchanged
Kimberly-Clark Corporation was [added: founded in 1872 and] incorporated in Delaware in 1928.
- *Personal Care* brands offer our consumers a trusted partner in caring for themselves and their families by delivering confidence, protection and discretion through a wide variety of innovative solutions and products such as disposable diapers, training and youth pants, swimpants, baby wipes, feminine and incontinence care products, [added: reusable underwear] and other related products.
Products in this segment are sold under the Huggies, Pull-Ups, Little Swimmers, GoodNites, DryNites, Sweety, Kotex, U by Kotex, Intimus, [added: Thinx, Poise,] Depend, Plenitud, [removed: Softex, Poise] [added: Softex] and other brand names.
Products in this segment include facial and bathroom tissue, paper towels, napkins and related products, and are sold under the Kleenex, Scott, Cottonelle, [removed: Viva,] Andrex, [added: Viva,] Scottex, Neve and other brand names.
[removed: Net sales to] [added: Our largest customer,] Walmart [removed: Inc. as a percent of our consolidated net sales were] [added: Inc., represented] approximately [removed: 14] [added: 13] percent in [removed: 2021, 15] [added: 2022, 14] percent in [removed: 2020] [added: 2021] and [removed: 14] [added: 15] percent in [removed: 2019.][added: 2020 of our consolidated net sales.]
See Item 8, Note 3 to the consolidated financial statements for [removed: details.][added: details on the Thinx acquisition.]
| | | | 1 | | | KIMBERLY-CLARK CORPORATION *- [removed: 2021] [added: 2022] Annual Report* | | |
Better care for a better world begins with [removed: ensuring] [added: working to ensure] the health and safety of our customers, consumers, and employees, promoting [removed: diversity] [added: inclusion, equity] and [removed: inclusion] [added: diversity] within our business, and [removed: protecting] [added: making efforts to protect] the rights of workers across our supply chain.
Our sustainability strategy puts our brand, supply chain and innovation teams to work [removed: to create] [added: with the goal of creating] shared value by [removed: solving] [added: addressing] global challenges and is focused on addressing impactful climate-related risks and opportunities throughout our value [removed: chain, as outlined in our most recent Task Force on Climate-Related Financial Disclosures ("TCFD") report.][added: chain.]
We implement this [removed: strategy] [added: commitment] by considering our sustainability goals during our business and capital planning processes, aligning the priorities of our supply chain, brand and innovation teams, and establishing meaningful performance indicators.
The United Nations' Sustainable Development Goals are [removed: now] accepted as the best shared definition of what needs to be done over the next decade, and we have aligned our goals with that framework.
We are also subject to various laws and regulations related to data privacy and protection, including the European Union’s General Data Protection Regulation [added: ("GDPR"), Brazil's General Data Protection Law ("LGPD"), China's Personal Information Protection Law ("PIPL"),] and the California Consumer Privacy Act of [removed: 2018, which became effective on January 1, 2020.][added: 2018 ("CCPA").]
| | | | 2 | | | KIMBERLY-CLARK CORPORATION *- [removed: 2021] [added: 2022] Annual Report* | | |
We had approximately [removed: 45,000] [added: 44,000] employees as of December 31, [removed: 2021] [added: 2022] in our consolidated operations.
In order to recruit, retain, develop, protect and fairly compensate our employees, we focus on four key areas: [removed: inclusion] [added: inclusion, equity] and diversity, health and safety, development and employee engagement, and compensation and benefits.
- [removed: Inclusion] [added: Inclusion, equity] and diversity – We believe our business success is intricately tied to creating workplaces, communities and experiences where [removed: inclusion] [added: inclusion, equity] and diversity are evident and thriving.
As a company who serves consumers and communities, [removed: it is essential that our] [added: we work to cultivate a] workforce [removed: 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 [removed: inclusion] [added: inclusion, equity] and diversity and consider it a fundamental business strategy.
[removed: This commitment is evidenced by having the] [added: The] Management Development and Compensation Committee (“MDC”) of the Board of Directors [added: is] responsible for reviewing [removed: the diversity] [added: our inclusion, equity] and [removed: inclusion] [added: diversity] strategy and related metrics.
We create and administer company-wide policies and processes [added: designed] to protect our employees and to comply with applicable safety regulations.
In response to the ongoing COVID-19 pandemic, we [removed: provided enhanced benefits and] [added: have] implemented additional workplace safety programs and processes in all our facilities.
Our ERGs promote career development by allowing employees to connect with and learn from one another and help amplify our [removed: inclusion] [added: inclusion, equity] and diversity efforts.
Further, in regard to employee engagement, we hold regular Town Hall meetings where [removed: any employee] [added: employees] can ask questions of executives and make their voice heard.
- 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 [added: their lives.]
| | | | 3 | | | KIMBERLY-CLARK CORPORATION *- [removed: 2021] [added: 2022] Annual Report* | | |
Stockholders may also contact Stockholder Services, P.O. Box 612606, Dallas, Texas 75261-2606 [removed: or call 972-281-5317] to obtain a hard copy of these reports without charge.
On February 24, 2022, we completed our acquisition of a majority and controlling share of Thinx Inc. (“Thinx”), an industry leader in the reusable period and incontinence underwear category, for total consideration of $181 consisting of cash of $53, the fair value of our previously held equity investment of $127, and certain share-based award costs of $1.
On October 24, 2022, we entered into an agreement to sell our Neve tissue brand and related consumer and K-C Professional tissue assets in Brazil for $175, subject to certain working capital and other closing adjustments.
The transaction also includes a licensing agreement to allow the acquirer to manufacture and market in Brazil the Kleenex, Scott and Wypall brands to consumers and away-from-home customers for a period of time.
The transaction is pending customary conditions and
regulatory approval and is expected to close in the first half of 2023.
The assets included in the sale agreement have been reclassified to Other current assets as of December 31, 2022.
We are committed to making lives better while working to safeguard the earth’s natural systems.
Progress on our strategy is outlined in our sustainability and Task Force on Climate-Related Disclosure ("TCFD") reports.
For 2023 and 2024, we expect total capital expenditures for voluntary environmental controls or controls necessary to comply with legal requirements relating to the protection of the environment at our facilities to be approximately $45 and $55, respectively.
Total operating expenses for environmental compliance, including pollution control equipment operation and maintenance costs, governmental fees, and research and engineering costs, are expected to be approximately $115 in 2023 and $100 in 2024.
Total environmental capital expenditures and operating expenses are not expected to have a material effect on our total capital and operating expenditures, consolidated earnings or competitive position.
Current environmental spending estimates could be modified as a result of changes in our plans or changes in legal requirements, including any requirements related to global climate change or other factors.
On October 1, 2020, we acquired Softex Indonesia, a leader in the fast-growing Indonesian personal care market, in an all-cash transaction for approximately $1.2 billion.
This transaction significantly expanded our presence in an important developing and emerging market and is a strong strategic fit with our core business.
Our continued commitment to doing the right thing underpins our social impact and smallest footprint ambitions.
their lives.
Cover and table of contents
29 rewritten, 1 added, 1 removed, 65 unchanged
For the fiscal year ended December 31, [removed: 2021][added: 2022]
[removed: ][added: ]
The aggregate market value of the registrant's common stock held by non-affiliates on June 30, [removed: 2021] [added: 2022] (based on closing stock price on the New York Stock Exchange as of such date) was approximately [removed: $45.1] [added: $45.6] billion.
As of January 31, [removed: 2022,] [added: 2023,] there were [removed: 336,993,302] [added: 337,507,349] 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: 27, 2022] [added: 20, 2023] is incorporated by reference into Part III.
| Item 1. | | | [removed: [Business](#i2ff3a4bf82cd40a58284ced1ed6b0f4c_13)] [added: [Business](#i33630e84ce3747bd9d7b68456eda55b1_13)] | | | [removed: [1](#i2ff3a4bf82cd40a58284ced1ed6b0f4c_13)] [added: [1](#i33630e84ce3747bd9d7b68456eda55b1_13)] | | |
| Item 1A. | | | [Risk [removed: Factors](#i2ff3a4bf82cd40a58284ced1ed6b0f4c_16)] [added: Factors](#i33630e84ce3747bd9d7b68456eda55b1_16)] | | | [removed: [4](#i2ff3a4bf82cd40a58284ced1ed6b0f4c_16)] [added: [4](#i33630e84ce3747bd9d7b68456eda55b1_16)] | | |
| Item 1B. | | | [Unresolved Staff [removed: Comments](#i2ff3a4bf82cd40a58284ced1ed6b0f4c_19)] [added: Comments](#i33630e84ce3747bd9d7b68456eda55b1_19)] | | | [removed: [9](#i2ff3a4bf82cd40a58284ced1ed6b0f4c_19)] [added: [10](#i33630e84ce3747bd9d7b68456eda55b1_19)] | | |
| Item 2. | | | [removed: [Properties](#i2ff3a4bf82cd40a58284ced1ed6b0f4c_22)] [added: [Properties](#i33630e84ce3747bd9d7b68456eda55b1_22)] | | | [removed: [9](#i2ff3a4bf82cd40a58284ced1ed6b0f4c_22)] [added: [10](#i33630e84ce3747bd9d7b68456eda55b1_22)] | | |
| Item 3. | | | [Legal [removed: Proceedings](#i2ff3a4bf82cd40a58284ced1ed6b0f4c_25)] [added: Proceedings](#i33630e84ce3747bd9d7b68456eda55b1_25)] | | | [removed: [9](#i2ff3a4bf82cd40a58284ced1ed6b0f4c_25)] [added: [10](#i33630e84ce3747bd9d7b68456eda55b1_25)] | | |
| Item 4. | | | [Mine Safety [removed: Disclosures](#i2ff3a4bf82cd40a58284ced1ed6b0f4c_28)] [added: Disclosures](#i33630e84ce3747bd9d7b68456eda55b1_28)] | | | [removed: [9](#i2ff3a4bf82cd40a58284ced1ed6b0f4c_28)] [added: [10](#i33630e84ce3747bd9d7b68456eda55b1_28)] | | |
| | | | Information About Our [Executive [removed: Officers](#i2ff3a4bf82cd40a58284ced1ed6b0f4c_31)] [added: Officers](#i33630e84ce3747bd9d7b68456eda55b1_31)] | | | [removed: [10](#i2ff3a4bf82cd40a58284ced1ed6b0f4c_31)] [added: [11](#i33630e84ce3747bd9d7b68456eda55b1_31)] | | |
| Item 5. | | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i2ff3a4bf82cd40a58284ced1ed6b0f4c_37)] [added: Securities](#i33630e84ce3747bd9d7b68456eda55b1_37)] | | | [removed: [12](#i2ff3a4bf82cd40a58284ced1ed6b0f4c_37)] [added: [13](#i33630e84ce3747bd9d7b68456eda55b1_37)] | | |
| Item 6. | | | [Selected Financial [removed: Data](#i2ff3a4bf82cd40a58284ced1ed6b0f4c_40)] [added: Data](#i33630e84ce3747bd9d7b68456eda55b1_40)] | | | [removed: [13](#i2ff3a4bf82cd40a58284ced1ed6b0f4c_40)] [added: [13](#i33630e84ce3747bd9d7b68456eda55b1_40)] | | |
| Item 7. | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i2ff3a4bf82cd40a58284ced1ed6b0f4c_43)] [added: Operations](#i33630e84ce3747bd9d7b68456eda55b1_43)] | | | [removed: [14](#i2ff3a4bf82cd40a58284ced1ed6b0f4c_43)] [added: [15](#i33630e84ce3747bd9d7b68456eda55b1_43)] | | |
| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i2ff3a4bf82cd40a58284ced1ed6b0f4c_55)] [added: Risk](#i33630e84ce3747bd9d7b68456eda55b1_52)] | | | [removed: [27](#i2ff3a4bf82cd40a58284ced1ed6b0f4c_55)] [added: [28](#i33630e84ce3747bd9d7b68456eda55b1_52)] | | |
| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i2ff3a4bf82cd40a58284ced1ed6b0f4c_58)] [added: Data](#i33630e84ce3747bd9d7b68456eda55b1_55)] | | | [removed: [30](#i2ff3a4bf82cd40a58284ced1ed6b0f4c_58)] [added: [30](#i33630e84ce3747bd9d7b68456eda55b1_55)] | | |
| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i2ff3a4bf82cd40a58284ced1ed6b0f4c_142)] [added: Disclosure](#i33630e84ce3747bd9d7b68456eda55b1_127)] | | | [removed: [66](#i2ff3a4bf82cd40a58284ced1ed6b0f4c_142)] [added: [67](#i33630e84ce3747bd9d7b68456eda55b1_127)] | | |
| Item 9A. | | | [Controls and [removed: Procedures](#i2ff3a4bf82cd40a58284ced1ed6b0f4c_145)] [added: Procedures](#i33630e84ce3747bd9d7b68456eda55b1_130)] | | | [removed: [66](#i2ff3a4bf82cd40a58284ced1ed6b0f4c_145)] [added: [67](#i33630e84ce3747bd9d7b68456eda55b1_130)] | | |
| Item 9B. | | | [Other [removed: Information](#i2ff3a4bf82cd40a58284ced1ed6b0f4c_148)] [added: Information](#i33630e84ce3747bd9d7b68456eda55b1_133)] | | | [removed: [67](#i2ff3a4bf82cd40a58284ced1ed6b0f4c_148)] [added: [68](#i33630e84ce3747bd9d7b68456eda55b1_133)] | | |
| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions That Prevent [removed: Inspections](#i2ff3a4bf82cd40a58284ced1ed6b0f4c_1099511629320)] [added: Inspections](#i33630e84ce3747bd9d7b68456eda55b1_136)] | | | [removed: [67](#i2ff3a4bf82cd40a58284ced1ed6b0f4c_1099511629320)] [added: [68](#i33630e84ce3747bd9d7b68456eda55b1_136)] | | |
| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i2ff3a4bf82cd40a58284ced1ed6b0f4c_154)] [added: Governance](#i33630e84ce3747bd9d7b68456eda55b1_142)] | | | [removed: [68](#i2ff3a4bf82cd40a58284ced1ed6b0f4c_154)] [added: [69](#i33630e84ce3747bd9d7b68456eda55b1_142)] | | |
| Item 11. | | | [Executive [removed: Compensation](#i2ff3a4bf82cd40a58284ced1ed6b0f4c_157)] [added: Compensation](#i33630e84ce3747bd9d7b68456eda55b1_145)] | | | [removed: [68](#i2ff3a4bf82cd40a58284ced1ed6b0f4c_157)] [added: [69](#i33630e84ce3747bd9d7b68456eda55b1_145)] | | |
| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i2ff3a4bf82cd40a58284ced1ed6b0f4c_160)] [added: Matters](#i33630e84ce3747bd9d7b68456eda55b1_148)] | | | [removed: [68](#i2ff3a4bf82cd40a58284ced1ed6b0f4c_160)] [added: [69](#i33630e84ce3747bd9d7b68456eda55b1_148)] | | |
| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i2ff3a4bf82cd40a58284ced1ed6b0f4c_163)] [added: Independence](#i33630e84ce3747bd9d7b68456eda55b1_151)] | | | [removed: [68](#i2ff3a4bf82cd40a58284ced1ed6b0f4c_163)] [added: [69](#i33630e84ce3747bd9d7b68456eda55b1_151)] | | |
| Item 14. | | | [Principal Accountant Fees and [removed: Services](#i2ff3a4bf82cd40a58284ced1ed6b0f4c_166)] [added: Services](#i33630e84ce3747bd9d7b68456eda55b1_154)] | | | [removed: [68](#i2ff3a4bf82cd40a58284ced1ed6b0f4c_166)] [added: [69](#i33630e84ce3747bd9d7b68456eda55b1_154)] | | |
| Item 15. | | | [Exhibits, Financial Statement [removed: Schedules](#i2ff3a4bf82cd40a58284ced1ed6b0f4c_172)] [added: Schedules](#i33630e84ce3747bd9d7b68456eda55b1_160)] | | | [removed: [69](#i2ff3a4bf82cd40a58284ced1ed6b0f4c_172)] [added: [70](#i33630e84ce3747bd9d7b68456eda55b1_160)] | | |
| Item 16. | | | [Form 10-K [removed: Summary](#i2ff3a4bf82cd40a58284ced1ed6b0f4c_175)] [added: Summary](#i33630e84ce3747bd9d7b68456eda55b1_163)] | | | [removed: [71](#i2ff3a4bf82cd40a58284ced1ed6b0f4c_175)] [added: [72](#i33630e84ce3747bd9d7b68456eda55b1_163)] | | |
| | | | | | | KIMBERLY-CLARK CORPORATION - [removed: *2021] [added: *2022] Annual Report* | | |
| [Signatures](#i33630e84ce3747bd9d7b68456eda55b1_166) | | | | | | [73](#i33630e84ce3747bd9d7b68456eda55b1_166) | | |
| [Signatures](#i2ff3a4bf82cd40a58284ced1ed6b0f4c_178) | | | | | | [72](#i2ff3a4bf82cd40a58284ced1ed6b0f4c_178) | | |
Item 2. PROPERTIES
4 rewritten, 0 added, 0 removed, 10 unchanged
As of December 31, [removed: 2021,] [added: 2022,] we own or lease:
- [removed: four] [added: five] operating segment and geographic headquarters at [removed: two] [added: three] U.S. and two international locations; and
| North America (in 14 states in the U.S.) | | | [removed: 29] [added: 28] | | |
| Outside North America | | | [removed: 54] [added: 55] | | |
Item 4. MINE SAFETY DISCLOSURES
26 rewritten, 8 added, 6 removed, 48 unchanged
| | | | [removed: 9] [added: 10] | | | KIMBERLY-CLARK CORPORATION *- [removed: 2021] [added: 2022] Annual Report* | | |
The names and ages of our executive officers as of February [removed: 10, 2022,] [added: 9, 2023,] together with certain biographical information, are as follows:
Ehab Abou-Oaf, [removed: 55,] [added: 56,] was elected President of K-C Professional in January 2022.
He also serves on the board of trustees of the American University in [removed: Cairo,] [added: Cairo and] on the board of directors of the Singapore American [removed: School and as an adjunct professor at the School of Business, Nanyang Technology University, Singapore.][added: School.]
[removed: Shane Azzi, 49,] [added: Tamera Fenske, 44,] was elected Senior Vice President and Chief Supply Chain Officer in [removed: July 2021.][added: September 2022.]
[removed: He] [added: She] is responsible for [removed: manufacturing,] procurement, [added: manufacturing,] logistics, [added: transportation,] safety and [removed: sustainability.][added: sustainability, as well as our global nonwovens division.]
Doug Cunningham, [removed: 50,] [added: 51,] was elected President, K-C Europe, Middle East & Africa ("EMEA") in [removed: September] 2021.
Mr. Cunningham joined Kimberly-Clark from Johnson & Johnson, a health care products company, where he served in multiple roles of increasing [removed: responsibility,] [added: responsibility across Asia Pacific, North America and Africa,] most recently as Managing Director, Johnson & Johnson Pacific.
[removed: Maria Henry, 55,] [added: Nelson Urdaneta, 50,] was elected Senior Vice President and Chief Financial Officer in [removed: 2015.][added: April 2022.]
[removed: She] [added: He] also serves on the board of directors of [removed: General Mills, Inc.][added: Signet Jewelers Ltd.]
Hsu, [removed: 57,] [added: 58,] has served as Chairman of the Board since [added: January] 2020 and as Chief Executive Officer since [added: January] 2019.
Sandra R.A. Karrmann, [removed: 56,] [added: 57,] was elected Senior Vice President and Chief Human Resources Officer in 2020.
She is responsible for the design and implementation of all human capital strategies for Kimberly-Clark, including global compensation and benefits, talent management, [removed: diversity and] inclusion, [added: equity and diversity] organizational effectiveness and labor/employee relations.
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 2019 and Senior Vice President and Chief Human Resources Officer since [removed: 2017 and Senior Vice President and Chief Human Resources Officer for their ambulatory surgery business, United Surgical Partners International, since 2013.][added: 2017.]
| | | | [removed: 10] [added: 11] | | | KIMBERLY-CLARK CORPORATION *- [removed: 2021] [added: 2022] Annual Report* | | |
Alison Lewis, [removed: 54,] [added: 55,] was elected Chief Growth Officer in 2019.
Robert Long, [removed: 64,] [added: 65,] was elected Chief Research and Development Officer in [removed: March] 2021.
Jeffrey Melucci, [removed: 51,] [added: 52,] was elected Chief Business Development and Legal Officer in November 2020.
Vaz Ramos, [removed: 42,] [added: 43,] was elected Chief Strategy and Transformation Officer in October 2021.
Ms. Ramos joined Kimberly-Clark from McKinsey [added: & Company] where she served in multiple roles of increasing responsibility over 18 years, most recently as a Partner.
Russell Torres, [removed: 50,] [added: 51,] was elected Group President, K-C North America in [removed: April] 2021.
From 2020 to [removed: April] 2021, he served as President of K-C Professional.
Gonzalo Uribe, [removed: 50,] [added: 51,] was elected President, K-C Latin America in 2020.
Tristram Wilkinson, [removed: 53,] [added: 54,] was elected President, K-C Asia Pacific in [removed: August] 2021.
From 2018 to [removed: August] 2021, he served as President, K-C EMEA.
| | | | [removed: 11] [added: 12] | | | KIMBERLY-CLARK CORPORATION *- [removed: 2021] [added: 2022] Annual Report* | | |
Ms. Fenske joined Kimberly-Clark from 3M Company where she served in multiple roles of increasing responsibility, most recently as Senior Vice President, U.S. and Canada Manufacturing and Supply Chain from February 2022 to September 2022, Senior Vice President Global Operations, Transportation & Electronics Business Group (TEBG) from 2021 to February 2022, Vice President of Global Operations, TEBG, from 2020 to 2021, Mfg/SC/LSS Vice President from 2018 to 2020, and Customer Value Stream Vice President from 2016 to 2018.
Zackery Hicks, 59, was elected Chief Digital and Technology officer in July 2022.
He is responsible for all aspects of the company’s information technology and digital functions, including building brands and creating differentiated capability.
Mr. Hicks joined Kimberly-Clark from Toyota Motors North America, Inc., a subsidiary of Toyota Motor Corporation, a multinational automotive manufacturer, where he served as Executive Vice President and Chief Digital Officer since April 2018, and held roles of increasing responsibility with Toyota since 1996, including CEO and President of Toyota Connected North America.
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 2013.
Prior to joining Kimberly-Clark, he served as Senior Vice President, Treasurer at Mondelēz International since September 2021.
Mr. Urdaneta joined Mondelēz in 2005 and served in multiple roles of increasing responsibility, including Senior Vice President, Corporate Controller and Chief Accounting Officer and Vice President Finance, Asia Pacific.
Prior to joining Mondelēz, he was the Director, Financial Planning and Analysis at Ryder System, Inc.
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.
Mr. Azzi joined K-C from Mars Incorporated, where he served in multiple roles of increasing responsibility, most recently as Vice President of Global Logistics of Mars Petcare.
Prior to joining Kimberly-Clark, Ms. Henry served as Chief Financial Officer of Hillshire Brands Company from 2012 to 2014, and Chief Financial Officer of Sara Lee Corporation’s North America Retail and Food Service business from 2011 to 2012.
Prior to joining Sara Lee (the predecessor to Hillshire Brands) in 2011, Ms. Henry was Executive Vice President and Chief Financial Officer of Culligan International, where she was responsible for finance, strategy, business development and information technology.
Before Culligan, Ms. Henry served as Chief Financial Officer of Vastera, Inc. She began her career at General Electric.
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
5 rewritten, 4 added, 4 removed, 14 unchanged
As of January 31, [removed: 2022,] [added: 2023,] we had [removed: 17,502] [added: 16,810] holders of record of our common stock.
During [removed: 2021,] [added: 2022,] we repurchased [removed: 3.0 million] [added: 779 thousand] shares of our common stock at a cost of [removed: $400] [added: $100] through a broker in the open market.
The following table contains information for shares repurchased during the fourth quarter of [removed: 2021.][added: 2022.]
| Period [removed: (2021)] [added: (2022)] | | | | | | Total Number of Shares Purchased(a) | | | | | | Average Price Paid Per Share | | | | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | | | | | | Maximum Number of Shares That May Yet Be Purchased Under the Plans or Programs(b) | | |
| | | | [removed: 12] [added: 13] | | | KIMBERLY-CLARK CORPORATION *- [removed: 2021] [added: 2022] Annual Report* | | |
| October 1 to October 31 | | | | | | 71,600 | | | | | | $ | 115.67 | | | | | 38,960,781 | | | | | | 41,039,219 | | |
| November 1 to November 30 | | | | | | 81,900 | | | | | | 128.85 | | | | | | 39,042,681 | | | | | | 40,957,319 | | |
| December 1 to December 31 | | | | | | 46,200 | | | | | | 137.06 | | | | | | 39,088,881 | | | | | | 40,911,119 | | |
| Total | | | | | | 199,700 | | | | | | | | | | | | | | | | | | | | |
| 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 | | | | | | | | | | | | | | | | | | | | |
Item 6. SELECTED FINANCIAL DATA
1 rewritten, 0 added, 0 removed, 3 unchanged
| | | | [removed: 13] [added: 14] | | | KIMBERLY-CLARK CORPORATION *- [removed: 2021] [added: 2022] Annual Report* | | |
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
543 rewritten, 132 added, 85 removed, 713 unchanged
| (Millions of dollars, except per share amounts) | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |
| Net Sales | | | | | | $ | [removed: 19,440] [added: 20,175] | | | | | $ | [removed: 19,140] [added: 19,440] | | | | | $ | [removed: 18,450] [added: 19,140] | |
| Cost of products sold | | | | | | [removed: 13,452] [added: 13,956] | | | | | | [removed: 12,318] [added: 13,452] | | | | | | [removed: 12,415] [added: 12,318] | | |
| Gross Profit | | | | | | [removed: 5,988] [added: 6,219] | | | | | | [removed: 6,822] [added: 5,988] | | | | | | [removed: 6,035] [added: 6,822] | | |
| Marketing, research and general expenses | | | | | | [removed: 3,399] [added: 3,581] | | | | | | [removed: 3,632] [added: 3,399] | | | | | | [removed: 3,254] [added: 3,632] | | |
| Other (income) and expense, net | | | | | | [removed: 28] [added: (43)] | | | | | | [removed: (54)] [added: 28] | | | | | | [removed: (210)] [added: (54)] | | |
| Operating Profit | | | | | | [removed: 2,561] [added: 2,681] | | | | | | [removed: 3,244] [added: 2,561] | | | | | | [removed: 2,991] [added: 3,244] | | |
| Nonoperating expense | | | | | | [removed: (86)] [added: (73)] | | | | | | [removed: (70)] [added: (86)] | | | | | | [removed: (91)] [added: (70)] | | |
| Interest income | | | | | | [removed: 6] [added: 14] | | | | | | [removed: 8] [added: 6] | | | | | | [removed: 11] [added: 8] | | |
| Interest expense | | | | | | [removed: (256)] [added: (282)] | | | | | | [removed: (252)] [added: (256)] | | | | | | [removed: (261)] [added: (252)] | | |
| Income Before Income Taxes and Equity Interests | | | | | | [removed: 2,225] [added: 2,340] | | | | | | [removed: 2,930] [added: 2,225] | | | | | | [removed: 2,650] [added: 2,930] | | |
| Provision for income taxes | | | | | | [removed: (479)] [added: (495)] | | | | | | [removed: (676)] [added: (479)] | | | | | | [removed: (576)] [added: (676)] | | |
| Income Before Equity Interests | | | | | | [removed: 1,746] [added: 1,845] | | | | | | [removed: 2,254] [added: 1,746] | | | | | | [removed: 2,074] [added: 2,254] | | |
| Share of net income of equity companies | | | | | | [removed: 98] [added: 116] | | | | | | [removed: 142] [added: 98] | | | | | | [removed: 123] [added: 142] | | |
| Net Income | | | | | | [removed: 1,844] [added: 1,961] | | | | | | [removed: 2,396] [added: 1,844] | | | | | | [removed: 2,197] [added: 2,396] | | |
| Net income attributable to noncontrolling interests | | | | | | [removed: (30)] [added: (27)] | | | | | | [removed: (44)] [added: (30)] | | | | | | [removed: (40)] [added: (44)] | | |
| Net Income Attributable to Kimberly-Clark Corporation | | | | | | $ | [removed: 1,814] [added: 1,934] | | | | | $ | [removed: 2,352] [added: 1,814] | | | | | $ | [removed: 2,157] [added: 2,352] | |
| Basic | | | | | | $ | [removed: 5.38] [added: 5.73] | | | | | $ | [removed: 6.90] [added: 5.38] | | | | | $ | [removed: 6.28] [added: 6.90] | |
| Diluted | | | | | | $ | [removed: 5.35] [added: 5.72] | | | | | $ | [removed: 6.87] [added: 5.35] | | | | | $ | [removed: 6.24] [added: 6.87] | |
| | | | 30 | | | KIMBERLY-CLARK CORPORATION *- [removed: 2021] [added: 2022] Annual Report* | | |
| (Millions of dollars) | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |
| Net Income | | | | | | $ | [removed: 1,844] [added: 1,961] | | | | | $ | [removed: 2,396] [added: 1,844] | | | | | $ | [removed: 2,197] [added: 2,396] | |
| Unrealized currency translation adjustments | | | | | | [removed: (288)] [added: (355)] | | | | | | [removed: 129] [added: (288)] | | | | | | [removed: 19] [added: 129] | | |
| Employee postretirement benefits | | | | | | [removed: 122] [added: 103] | | | | | | [removed: 37] [added: 122] | | | | | | [removed: 12] [added: 37] | | |
| Other | | | | | | [removed: 84] [added: —] | | | | | | [removed: (34)] [added: —] | | | | | | [removed: (34)] [added: 2] | | | [added: | | | — | | | | | | — | | | | | | 15 | | | | | | — | | | | | | 1 | | | | | | 18 | | |]
| Total Other Comprehensive Income (Loss), Net of Tax | | | | | | [removed: (82)] [added: (437)] | | | | | | [removed: 132] [added: (82)] | | | | | | [removed: (3)] [added: 132] | | |
| Comprehensive Income | | | | | | [removed: 1,762] [added: 1,524] | | | | | | [removed: 2,528] [added: 1,762] | | | | | | [removed: 2,194] [added: 2,528] | | |
| Comprehensive income attributable to noncontrolling interests | | | | | | [removed: (15)] [added: (19)] | | | | | | [removed: (55)] [added: (15)] | | | | | | [removed: (31)] [added: (55)] | | |
| Comprehensive Income Attributable to Kimberly-Clark Corporation | | | | | | $ | [removed: 1,747] [added: 1,505] | | | | | $ | [removed: 2,473] [added: 1,747] | | | | | $ | [removed: 2,163] [added: 2,473] | |
| | | | 31 | | | KIMBERLY-CLARK CORPORATION *- [removed: 2021] [added: 2022] Annual Report* | | |
| (Millions of dollars) | | | | | | [added: 2022 | | | | | |] 2021 | | | | | | 2020 | | |
| Cash and cash equivalents | | | | | | $ | [removed: 270] [added: 427] | | | | | $ | [removed: 303] [added: 270] | |
| Accounts receivable, net | | | | | | [removed: 2,207] [added: 2,280] | | | | | | [removed: 2,235] [added: 2,207] | | |
| Inventories | | | | | | [removed: 2,239] [added: 2,269] | | | | | | [removed: 1,903] [added: 2,239] | | |
| Other current assets | | | | | | [removed: 849] [added: 753] | | | | | | [removed: 733] [added: 849] | | |
| Total Current Assets | | | | | | [removed: 5,565] [added: 5,729] | | | | | | [removed: 5,174] [added: 5,565] | | |
| Property, Plant and Equipment, Net | | | | | | [removed: 8,097] [added: 7,885] | | | | | | [removed: 8,042] [added: 8,097] | | |
| Investments in Equity Companies | | | | | | [removed: 290] [added: 238] | | | | | | [removed: 300] [added: 290] | | |
| Goodwill | | | | | | [removed: 1,840] [added: 2,074] | | | | | | [removed: 1,895] [added: 1,840] | | |
| Other Intangible Assets, Net | | | | | | [removed: 810] [added: 851] | | | | | | [removed: 832] [added: 810] | | |
| Cash flow hedges and other | | | | | | (185) | | | | | | 84 | | | | | | (34) | | |
| (Millions of dollars) | | | | | | 2022 | | | | | | 2021 | | |
| Shares repurchased | | | | | | — | | | | | | — | | | | | | — | | | | | | 779 | | | | | | (100) | | | | | | — | | | | | | — | | | | | | — | | | | | | (100) | | |
| Balance at December 31, 2022 | | | | | | 378,597 | | | | | | $ | 473 | | | | | $ | 679 | | | | | 41,135 | | | | | | $ | (5,137) | | | | | $ | 8,201 | | | | | $ | (3,669) | | | | | $ | 153 | | | | | $ | 700 | |
| Gain on previously held equity investment in Thinx | | | | | | (85) | | | | | | — | | | | | | — | | |
| Cash dividends paid to noncontrolling interests | | | | | | (98) | | | | | | (36) | | | | | | (37) | | |
In the first quarter of 2022, an $85 non-recurring, non-cash gain was recognized in Other (income) expense, net as a result of the remeasurement of the carrying value of our previously held equity investment to fair value upon the acquisition of a controlling interest in Thinx Inc. ("Thinx").
See Note 3 for details on the acquisition of Thinx.
Under highly inflationary accounting, the countries' functional currency becomes the U.S. dollar, and its income statement and balance sheet are measured in U.S. dollar using both current and historical rates of exchange.
As of April 1, 2022, we elected to adopt highly inflationary accounting for our subsidiary in Turkey (“K-C Turkey”).
The effect of changes in exchange rates on lira-denominated monetary assets and liabilities has been reflected in earnings in Other (income) and expense, net and was not material.
As of December 31, 2022, K-C Turkey had a small net lira monetary position.
Net sales of K-C Turkey were less than 1 percent of our consolidated net sales.
Accounting Standard Issued - Not Adopted as of December 31, 2022
In 2022, the Financial Accounting Standards Board issued Accounting Standard Update (“ASU”) No. 2022-04, *Liabilities – Supplier Finance Programs (Subtopic 405-50)*.
The new guidance requires that a buyer in a supplier finance program disclose sufficient information about the program to allow a user of the financial statements to understand the program’s nature, activity during the period, changes from period to period, and potential magnitude.
We adopted this ASU as of January 1, 2023 on a prospective basis.
As of December 31, 2022, remaining restructuring liabilities were not material.
Acquisitions
2022 Thinx Acquisition
On February 24, 2022, we completed our acquisition of a majority and controlling share of Thinx, an industry leader in the reusable period and incontinence underwear category, for total consideration of $181 consisting of cash of $53, the fair value of our previously held equity investment of $127, and certain share-based award costs of $1.
We previously accounted for our ownership interest in Thinx as an equity method investment, but upon increasing our ownership to 58%, we began consolidating the operations of Thinx into our financial statements at the end of the first quarter of 2022.
The consolidated results of operations for Thinx are reported in our Personal Care business segment on a one-month lag.
The share of Thinx net income and equity attributable to the third-party minority owner of Thinx is classified in our consolidated income statement within Net income attributable to noncontrolling interests and in our consolidated balance sheet within Redeemable Common and Preferred Securities of Subsidiaries.
This noncontrolling equity interest is measured at the estimated redemption value, which approximates fair value.
We have substantially completed an initial purchase price allocation in which we utilized several generally accepted valuation methodologies to estimate the fair value of certain acquired assets.
The primary valuation methods included two forms of the Income Approach (i.e., the multi-period excess earnings method \[distributor method\] and the relief-from-royalty method).
These valuation methodologies are commonly used to value similar 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 Accounting Standard Codification 820, *Fair Value Measurements*.
In connection with these valuation methodologies, we are required to make estimates and assumptions regarding market comparable companies, revenue growth rates, operating margins, distributor and customer attrition rates, royalty rates, distributor margins, discount rates, etc., which are primarily based on cash flow forecasts, business plans, economic projections and other information available to market participants.
| Current assets | | | | | | $ | 28 | |
| Goodwill | | | | | | 297 | | |
| Current liabilities | | | | | | (17) | | |
| Less fair value of noncontrolling interest | | | | | | (234) | | |
| Total purchase price consideration | | | | | | $ | 181 | |
Other Intangible Assets, Net includes brands and customer relationships which have estimated useful lives of 4 to 15 years, primarily 15 years.
Based on the carrying value of these finite-lived assets as of December 31, 2022, amortization expense per year for each of the next five years is estimated to be approximately $8.
Goodwill of $297 was allocated to the Personal Care business segment.
For tax purposes, the acquisition of additional Thinx shares was treated as a stock acquisition, and the goodwill acquired is not tax deductible.
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.
| Balance at December 31, 2018 | | | | | | 378,597 | | | | | | $ | 473 | | | | | $ | 548 | | | | | 33,635 | | | | | | $ | (3,956) | | | | | $ | 5,947 | | | | | $ | (3,299) | | | | | $ | 241 | | | | | $ | (46) | |
| Shares repurchased | | | | | | — | | | | | | — | | | | | | — | | | | | | 6,331 | | | | | | (820) | | | | | | — | | | | | | — | | | | | | — | | | | | | (820) | | |
In the fourth quarter of 2019, gains of $194 on the sales of manufacturing facilities and associated real estate which were disposed of as part of the restructuring were recorded.
See Note 2. Also, in the fourth quarter of 2019, we recognized a gain of $31 on the sale of property associated with a former manufacturing facility that was closed in 2012 as part of a past restructuring.
made and exclude lease incentives.
Recently Adopted Accounting Standards
In March 2020, the FASB issued ASU No. 2020-04, *Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.* This guidance provides temporary optional expedients and exceptions to accounting guidance on contract modifications and hedge accounting to ease entities’ financial reporting burdens as the market transitions from the London Interbank Offered Rate (LIBOR) and other interbank offered rates to alternative reference rates.
The guidance was effective upon issuance and generally can be applied through December 31, 2022.
In January 2021, the FASB issued ASU No. 2021-01 to further clarify the scope of this guidance.
The effects of these standards on our financial position, results of operations and cash flows were not material for the year ended December 31, 2021 and are not expected to be material through December 31, 2022.
In 2019, the FASB issued ASU No. 2019-12, *Simplifying the Accounting for Income Taxes (Topic 740)*.
The new guidance simplifies the accounting for income taxes by eliminating certain exceptions related to the approach for intraperiod tax allocation, the tax basis of goodwill after a business combination, and the recognition of deferred tax liabilities for outside basis differences.
The new guidance also changes the calculation of the income tax impact of hybrid taxes and the methodology for calculating income taxes in an interim period.
We adopted this standard as of January 1, 2021 on either a prospective basis, or through a modified retrospective approach, as required by the standard.
There was no cumulative effect adjustment recorded to retained earnings as the amount was not material.
| Accounts receivables, net | | | | | | 111 | | |
| Goodwill | | | | | | 404 | | |
| Balance as of December 31, 2019 | | | $ | 557 | | | | | $ | 522 | | | | | $ | 388 | | | | | $ | 1,467 | |
| Acquisition | | | 416 | | | | | | — | | | | | | — | | | | | | 416 | | |
| Total | | | | | | $ | 909 | | | | | $ | (99) | | | | | $ | 810 | | | | | $ | 936 | | | | | $ | (104) | | | | | $ | 832 | |
Redeemable preferred securities of subsidiaries are measured on a recurring basis at fair value and were $26 and $28 at December 31, 2021 and 2020, respectively.
They are not traded in active markets.
The fair values of the redeemable securities were based on a discounted cash flow valuation model, and the measurement of the redeemable preferred securities is considered a level 3 measurement.
| Cash and cash equivalents(a) | | | 1 | | | | | | $ | 270 | | | | | $ | 270 | | | | | $ | 303 | | | | | $ | 303 | |
In September 2020, we issued $600 aggregate principal amount of 1.05% notes due September 15, 2027.
Proceeds from the offering together with cash on hand and borrowings under our commercial paper program were used to fund the acquisition of Softex Indonesia.
In March 2020, we issued $750 aggregate principal amount of 3.10% notes due March 26, 2030.
Proceeds from the offering were used for general corporate purposes including the repayment of a portion of our commercial paper indebtedness.
In February 2020, we issued $500 aggregate principal amount of 2.875% notes due February 7, 2050.
| Outstanding at January 1, 2021 | | | 5,391 | | | | | | $ | 123.14 | | | | | | | | | | | | | |
| Granted | | | 1,016 | | | | | | 132.67 | | | | | | | | | | | | | | |
| Exercised | | | (611) | | | | | | 109.52 | | | | | | | | | | | | | | |
| Forfeited or expired | | | (200) | | | | | | 132.86 | | | | | | | | | | | | | | |
| Outstanding at December 31, 2021 | | | 5,596 | | | | | | 126.01 | | | | | | 6.25 | | | | | | $ | 95 | |
| Exercisable at December 31, 2021 | | | 3,448 | | | | | | 121.00 | | | | | | 4.88 | | | | | | $ | 76 | |
| Nonvested at January 1, 2021 | | | 182 | | | | | | $ | 130.91 | | | | | 1,537 | | | | | | $ | 122.56 | |
| Granted | | | 335 | | | | | | 131.37 | | | | | | 608 | | | | | | 131.46 | | |
| Vested | | | (94) | | | | | | 127.03 | | | | | | (592) | | | | | | 108.74 | | |
| Forfeited | | | (30) | | | | | | 134.37 | | | | | | (143) | | | | | | 128.60 | | |
| Other | | | (1) | | | | | | 1 | | | | | | — | | | | | | — | | |
An excerpt. Shown here: 40 of 543 rewritten, 40 of 132 added and 40 of 85 removed. The counts are complete. For every sentence, read Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA in the FY2022 filing and the FY2021 filing.
Item 9A. CONTROLS AND PROCEDURES
9 rewritten, 1 added, 1 removed, 34 unchanged
As of December 31, [removed: 2021,] [added: 2022,] 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: 2021.][added: 2022.]
We have assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2021.][added: 2022.]
Based on this assessment, management believes that, as of December 31, [removed: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] 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 financial statements as of and for the year ended December 31, [removed: 2021,] [added: 2022,] of the Corporation and our report dated February [removed: 10, 2022,] [added: 9, 2023,] expressed an unqualified opinion on those financial statements.
| | | | [removed: 66] [added: 67] | | | KIMBERLY-CLARK CORPORATION *- [removed: 2021] [added: 2022] Annual Report* | | |
| February 9, 2023 | | |
| February 10, 2022 | | |
Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
1 rewritten, 0 added, 0 removed, 6 unchanged
| | | | [removed: 67] [added: 68] | | | KIMBERLY-CLARK CORPORATION *- [removed: 2021] [added: 2022] Annual Report* | | |
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
1 rewritten, 0 added, 0 removed, 7 unchanged
The following sections of our [removed: 2022] [added: 2023] Proxy Statement for the Annual Meeting of Stockholders (the [removed: "2022] [added: "2023] Proxy Statement") are incorporated in this Item 10 by reference:
Item 11. EXECUTIVE COMPENSATION
1 rewritten, 0 added, 0 removed, 0 unchanged
The information in the sections of our [removed: 2022] [added: 2023] Proxy Statement captioned "Compensation Discussion and Analysis," "Compensation Tables," "Director Compensation," "Corporate Governance - Compensation Committee Interlocks and Insider [removed: Participation" and] [added: Participation,"] "Other Information - CEO Pay Ratio Disclosure" [added: and "Other Information - Pay Versus Performance"] is incorporated in this Item 11 by reference.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
1 rewritten, 0 added, 0 removed, 0 unchanged
The information in the sections of our [removed: 2022] [added: 2023] Proxy Statement captioned "Compensation Tables - Equity Compensation Plan Information" and "Other Information - Security Ownership Information" is incorporated in this Item 12 by reference.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
1 rewritten, 0 added, 0 removed, 0 unchanged
The information in the sections of our [removed: 2022] [added: 2023] Proxy Statement captioned "Other Information - Transactions with Related Persons" and "Corporate Governance - Director Independence" is incorporated in this Item 13 by reference.
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES (Deloitte & Touche LLP, PCAOB ID 34)
2 rewritten, 0 added, 0 removed, 6 unchanged
The information in the sections of our [removed: 2022] [added: 2023] Proxy Statement captioned "Principal Accounting Firm Fees" and "Audit Committee Approval of Audit and Non-Audit Services" under "Proposal 2.
| | | | [removed: 68] [added: 69] | | | KIMBERLY-CLARK CORPORATION *- [removed: 2021] [added: 2022] Annual Report* | | |
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
22 rewritten, 10 added, 1 removed, 113 unchanged
| Exhibit No. (3)a. | | | [Restated Certificate of Incorporation, dated [removed: 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)[,] [added: April 29, 2021,] incorporated by reference to Exhibit No. (3)a of the Corporation's Current Report on Form 8-K filed [removed: 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)] [added: on April 29, 2021.](https://www.sec.gov/Archives/edgar/data/55785/000005578521000043/kmbexno3ak-ccertificateofi.htm)] | | |
| Exhibit No. (3)b. | | | [By-Laws, as [removed: 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)[,] [added: amended April 29, 2021,] incorporated by reference to Exhibit No. (3)b of the Corporation's Current Report on Form 8-K filed [removed: 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)] [added: on April 29, 2021.](http://www.sec.gov/Archives/edgar/data/55785/000005578521000043/kmbexno3bk-cbyxlaws4x1x21.htm)] | | |
| Exhibit No. (4)d. | | | [Eighth Supplemental Indenture, dated as of October 27, 2021, to the [removed: 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,] [added: Indenture, among the Corporation,] The Bank of [removed: 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] [added: New York Mellon] Trust Company, N.A., as successor trustee, and U.S. Bank [removed: 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)[,] [added: National Association,] as successor [removed: 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] [added: trustee, incorporated] by reference to Exhibit No. 4.3 of the Corporation's Current Report on Form 8-K filed [removed: 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)] [added: on November 2, 2021](https://www.sec.gov/Archives/edgar/data/55785/000110465921132990/tm2129681d4_ex4-3.htm)] | | |
| Exhibit No. (4)f. | | | [Description of the [removed: Corporation’s] [added: Corporation's] Common Stock, [removed: filed herewith.](https://www.sec.gov/Archives/edgar/data/55785/000005578522000010/kmb_10kx2021xexhibit4f.htm)] [added: incorporated by reference to Exhibit No. (4)f of the Corporation's Annual Report on Form 10-K for the year ended December 31, 2021.](https://www.sec.gov/Archives/edgar/data/55785/000005578522000010/kmb_10kx2021xexhibit4f.htm)] | | |
| | | | [removed: 69] [added: 70] | | | KIMBERLY-CLARK CORPORATION *- [removed: 2021] [added: 2022] Annual Report* | | |
| Exhibit No. (10)a. | | | [Management Achievement Award Program, as amended and restated January 1, [removed: 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) [incorporated] [added: 2021, incorporated] by reference to Exhibit (10)a of the Corporation's Annual Report [removed: 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] [added: on Form] 10-K for the year ended December 31, [removed: 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)] [added: 2020.*](https://www.sec.gov/Archives/edgar/data/55785/000005578521000016/kmb_10kx2020xexhibit10a.htm)] | | |
| Exhibit No. (10)g. | | | [Outside Directors' Stock Compensation Plan, as amended, incorporated by reference to Exhibit No. [removed: (10)g] [added: 10(g)] of the Corporation's Annual Report on Form 10-K for the year ended December 31, [removed: 2002.*](http://www.sec.gov/Archives/edgar/data/55785/000005578503000001/ex10g.txt)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/55785/000005578503000001/ex10g.txt)[*](https://www.sec.gov/Archives/edgar/data/55785/000005578503000001/ex10g.txt)] | | |
| Exhibit No. (10)j. | | | [Kimberly-Clark Corporation Supplemental [removed: Retirement] [added: Re](https://www.sec.gov/Archives/edgar/data/55785/000005578523000012/kmb2022ex10j-supplementalr.htm)[tirement] 401(k) and Profit [removed: Sharing] [added: Shar](https://www.sec.gov/Archives/edgar/data/55785/000005578523000012/kmb2022ex10j-supplementalr.htm)[ing] Plan, as amended and [removed: restated, effective January 1, 2010, incorporated by reference to Exhibit No. (10)j of the Corporation's Current Report on Form 8-K] [added: restated effective](https://www.sec.gov/Archives/edgar/data/55785/000005578523000012/kmb2022ex10j-supplementalr.htm) [January 1,](https://www.sec.gov/Archives/edgar/data/55785/000005578523000012/kmb2022ex10j-supplementalr.htm) [2023,] filed [removed: on December 31, 2009.*](http://www.sec.gov/Archives/edgar/data/55785/000119312509257047/dex10j.htm)] [added: herewith](https://www.sec.gov/Archives/edgar/data/55785/000005578523000012/kmb2022ex10j-supplementalr.htm)[*](https://www.sec.gov/Archives/edgar/data/55785/000005578523000012/kmb2022ex10j-supplementalr.htm)] | | |
| Exhibit No. (10)k. | | | [2021 Outside [removed: Directors'](https://www.sec.gov/Archives/edgar/data/55785/000005578521000043/kmbex-kimberlyclarkcorpora.htm) [Compensation] [added: Directors' Compensation] Plan effective April 29, 2021, incorporated by reference to Exhibit No. (10)k of the Corporation's Current Report on Form 8-K filed on April 29, [removed: 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)] [added: 2021.*](https://www.sec.gov/Archives/edgar/data/55785/000005578521000043/kmbex-kimberlyclarkcorpora.htm)] | | |
| Exhibit No. (10)n. | | | [Form of Award Agreements under [removed: 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] [added: 2021] 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: 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)] [added: 202](https://www.sec.gov/Archives/edgar/data/55785/000005578521000073/exhibit10nnonqualifiedstoc.htm)[2](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)o. | | | [2021 Equity Participation Plan effective April 29, 2021, incorporated by reference [removed: to](https://www.sec.gov/Archives/edgar/data/55785/000005578521000043/kmbex10o-kimberlyclarkcorp.htm) [Exhibit] [added: to Exhibit] No. (10)o of the Corporation's Current Report on Form 8-K filed on April 29, [removed: 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)] [added: 2021.*](https://www.sec.gov/Archives/edgar/data/55785/000005578521000043/kmbex10o-kimberlyclarkcorp.htm)] | | |
| Exhibit No. [removed: (10)p.] [added: (10)q.] | | | [removed: [Severance Pay Plan, amended and restated, effective January 1, 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)[,] [added: [Form of Award Agreements under 2021 Equity Participation Plan for Performance Restricted Stock Units,] incorporated by reference to Exhibit No. [removed: (10)p] [added: (10)q] of the Corporation's Quarterly Report on Form 10-Q for the quarter [removed: 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)] [added: ended](https://www.sec.gov/Archives/edgar/data/55785/000005578522000035/kmb10qq12022exhibit10q.htm) [March 31](https://www.sec.gov/Archives/edgar/data/55785/000005578522000035/kmb10qq12022exhibit10q.htm)[, 202](https://www.sec.gov/Archives/edgar/data/55785/000005578522000035/kmb10qq12022exhibit10q.htm)[2](https://www.sec.gov/Archives/edgar/data/55785/000005578522000035/kmb10qq12022exhibit10q.htm)[.*](https://www.sec.gov/Archives/edgar/data/55785/000005578522000035/kmb10qq12022exhibit10q.htm)] | | |
| Exhibit No. [removed: (10)q.] [added: (10)r.] | | | [Form of Award Agreements under [removed: 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] [added: 2021] Equity Participation Plan [removed: for Performance] [added: for](https://www.sec.gov/Archives/edgar/data/55785/000005578522000035/kmb10qq12022exhibit10r.htm) [Off-Cycle](https://www.sec.gov/Archives/edgar/data/55785/000005578522000035/kmb10qq12022exhibit10r.htm) [Time-Vested] Restricted Stock Units, incorporated by reference to Exhibit No. [removed: (10)q] [added: (10)r] of the Corporation's Quarterly Report on Form 10-Q for the quarter [removed: 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)] [added: ended](https://www.sec.gov/Archives/edgar/data/55785/000005578522000035/kmb10qq12022exhibit10r.htm) [March 31](https://www.sec.gov/Archives/edgar/data/55785/000005578522000035/kmb10qq12022exhibit10r.htm)[, 202](https://www.sec.gov/Archives/edgar/data/55785/000005578522000035/kmb10qq12022exhibit10r.htm)[2](https://www.sec.gov/Archives/edgar/data/55785/000005578522000035/kmb10qq12022exhibit10r.htm)[.*](https://www.sec.gov/Archives/edgar/data/55785/000005578522000035/kmb10qq12022exhibit10r.htm)] | | |
| | | | [removed: 70] [added: 71] | | | KIMBERLY-CLARK CORPORATION *- [removed: 2021] [added: 2022] Annual Report* | | |
| Exhibit No. (21). | | | [Subsidiaries of the Corporation, filed [removed: herewith.](https://www.sec.gov/Archives/edgar/data/55785/000005578522000010/kmb_10kx2021xexhibit21.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/55785/000005578523000012/kmb10k2022exhibit21.htm)] | | |
| Exhibit No. (23). | | | [Consent of Independent Registered Public Accounting Firm, filed [removed: herewith.](https://www.sec.gov/Archives/edgar/data/55785/000005578522000010/kmb_10kx2021xexhibit23.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/55785/000005578523000012/kmb10k2022exhibit23.htm)] | | |
| Exhibit No. (24). | | | [Powers of Attorney, filed [removed: herewith.](https://www.sec.gov/Archives/edgar/data/55785/000005578522000010/kmb_10kx2021xexhibit24.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/55785/000005578523000012/kmb10k2022exhibit24.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/55785/000005578522000010/kmb_10kxq4xexhibit31ax2021.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/55785/000005578523000012/kmb10kq4exhibit31a2022.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/55785/000005578522000010/kmb_10kxq4xexhibit31bx2021.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/55785/000005578523000012/kmb10kq4exhibit31b2022.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/55785/000005578522000010/kmb_10kxq4xexhibit32ax2021.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/55785/000005578523000012/kmb10kq4exhibit32a2022.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/55785/000005578522000010/kmb_10kxq4xexhibit32bx2021.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/55785/000005578523000012/kmb10kq4exhibit32b2022.htm)] | | |
| Exhibit No. 104 | | | The cover page from this Current Report on Form 10-K [removed: formated] [added: formatted] as Inline XBRL | | |
| Exhibit No. (10)d. | | | [Kimberly-Cl](https://www.sec.gov/Archives/edgar/data/55785/000005578522000060/voluntarydeferredcompensat.htm)[ark Corporation](https://www.sec.gov/Archives/edgar/data/55785/000005578522000060/voluntarydeferredcompensat.htm) [Voluntary](https://www.sec.gov/Archives/edgar/data/55785/000005578522000060/voluntarydeferredcompensat.htm) [Deferred Compensation Plan, incorporated by reference to Exhibit](https://www.sec.gov/Archives/edgar/data/55785/000005578522000060/voluntarydeferredcompensat.htm) [(](https://www.sec.gov/Archives/edgar/data/55785/000005578522000060/voluntarydeferredcompensat.htm)[10](https://www.sec.gov/Archives/edgar/data/55785/000005578522000060/voluntarydeferredcompensat.htm)[)](https://www.sec.gov/Archives/edgar/data/55785/000005578522000060/voluntarydeferredcompensat.htm)[d](https://www.sec.gov/Archives/edgar/data/55785/000005578522000060/voluntarydeferredcompensat.htm) [of the Corporation's Current Report on Form 8-K dated September 15, 2022.*](https://www.sec.gov/Archives/edgar/data/55785/000005578522000060/voluntarydeferredcompensat.htm) | | |
| Exhibit No. (10)e. | | | [First Amendment to the Kimberly-Clark Corporation Voluntar](https://www.sec.gov/Archives/edgar/data/55785/000005578523000012/kmb2022ex10e-firstamendmen.htm)[y Deferred Compensation Plan](https://www.sec.gov/Archives/edgar/data/55785/000005578523000012/kmb2022ex10e-firstamendmen.htm)[, effective January 1, 2023, filed herewith](https://www.sec.gov/Archives/edgar/data/55785/000005578523000012/kmb2022ex10e-firstamendmen.htm)[*](https://www.sec.gov/Archives/edgar/data/55785/000005578523000012/kmb2022ex10e-firstamendmen.htm) | | |
| Exhibit No. (10)f. | | | [Summary of Kimberly-Clark Corporation Executive Long-Term](https://www.sec.gov/Archives/edgar/data/55785/000005578522000074/exhibit10g-summaryofexecut.htm) [Disability Plan, incorporat](https://www.sec.gov/Archives/edgar/data/55785/000005578522000074/exhibit10g-summaryofexecut.htm)[ed by reference to Exhibit](https://www.sec.gov/Archives/edgar/data/55785/000005578522000074/exhibit10g-summaryofexecut.htm) [(10)](https://www.sec.gov/Archives/edgar/data/55785/000005578522000074/exhibit10g-summaryofexecut.htm)[g of the Corporation](https://www.sec.gov/Archives/edgar/data/55785/000005578522000074/exhibit10g-summaryofexecut.htm)['](https://www.sec.gov/Archives/edgar/data/55785/000005578522000074/exhibit10g-summaryofexecut.htm)[s Quarterly](https://www.sec.gov/Archives/edgar/data/55785/000005578522000074/exhibit10g-summaryofexecut.htm) [Report on Form 10-Q for the quarter ended September 30, 2022.*](https://www.sec.gov/Archives/edgar/data/55785/000005578522000074/exhibit10g-summaryofexecut.htm) | | |
| Exhibit No. (10)p. | | | [Severance Pay Plan, as amended and restated effective January](https://www.sec.gov/Archives/edgar/data/55785/000005578523000012/kmb2022ex10p-38thamendedan.htm) [1, 202](https://www.sec.gov/Archives/edgar/data/55785/000005578523000012/kmb2022ex10p-38thamendedan.htm)[3, filed herewith.](https://www.sec.gov/Archives/edgar/data/55785/000005578523000012/kmb2022ex10p-38thamendedan.htm)[*](https://www.sec.gov/Archives/edgar/data/55785/000005578523000012/kmb2022ex10p-38thamendedan.htm) | | |
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| Exhibit No. (10)r. | | | [Form of Award Agreements under 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, 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) | | |
Item 16. FORM 10-K SUMMARY
15 rewritten, 5 added, 3 removed, 62 unchanged
| | | | [removed: 71] [added: 72] | | | KIMBERLY-CLARK CORPORATION *- [removed: 2021] [added: 2022] Annual Report* | | |
| February [removed: 10, 2022] [added: 9, 2023] | | | By: | | | /s/ Andrew S. Drexler | | |
| /s/ Michael D. Hsu | | | | | | Chairman of the Board and Chief Executive Officer and Director (principal executive officer) | | | February [removed: 10, 2022] [added: 9, 2023] | | |
| /s/ [removed: Maria Henry] [added: Nelson Urdaneta] | | | | | | Senior Vice President and Chief Financial Officer (principal financial officer) | | | February [removed: 10, 2022] [added: 9, 2023] | | |
| /s/ Andrew S. Drexler | | | | | | Vice President and Controller (principal accounting officer) | | | February [removed: 10, 2022] [added: 9, 2023] | | |
| [removed: Sherilyn S. McCoy] [added: Sylvia M. Burwell] | | | | | | [added: Sherilyn S. McCoy] | | |
| By: | | | /s/ Andrew S. Drexler | | | | | | February [removed: 10, 2022] [added: 9, 2023] | | |
| | | | [removed: 72] [added: 73] | | | KIMBERLY-CLARK CORPORATION *- [removed: 2021] [added: 2022] Annual Report* | | |
FOR THE YEARS ENDED DECEMBER 31, [removed: 2021, 2020] [added: 2022, 2021] AND [removed: 2019][added: 2020]
| Allowance for doubtful accounts | | | $ | [removed: 34] [added: 40] | | | | | $ | [removed: 12] [added: 14] | | | | | $ | [removed: (4)] [added: (3)] | | | | | $ | [removed: 2] [added: 4] | | (b) | | | | | | | | | $ | [removed: 40] [added: 47] | |
| Allowances for sales discounts | | | [removed: 16] [added: 16] | | | | | | [removed: 225] [added: 225] | | | | | | [removed: (2)] [added: (2)] | | | | | | [removed: 224] [added: 224] | | | [removed: (c)] [added: (c)] | | | | | | | | | [removed: 15] [added: 15] | | |
| Allowance for doubtful accounts | | | $ | [removed: 36] [added: 34] | | | | | $ | [removed: 2] [added: 12] | | | | | $ | [removed: (1)] [added: (4)] | | | | | $ | [removed: 5] [added: 2] | | (b) | | | | | | | | | $ | [removed: 32] [added: 40] | |
| Allowances for sales discounts | | | [removed: 17] [added: 15] | | | | | | [removed: 249] [added: 239] | | | | | | [removed: (4)] [added: (3)] | | | | | | [removed: 245] [added: 234] | | | [removed: (c)] [added: (c)] | | | | | | | | | [removed: 17] [added: 17] | | |
| Valuation allowance | | | [removed: $] [added: $] | [removed: 272] [added: 272] | | | | | [removed: $] [added: $] | [removed: 12] [added: 12] | | | | | [removed: $] [added: $] | [removed: —] [added: —] | | | | | [removed: $] [added: $] | [removed: 5] [added: 5] | | | | | | | | | | | [removed: $] [added: $] | [removed: 279] [added: 279] | |
| | | | [removed: 73] [added: 74] | | | KIMBERLY-CLARK CORPORATION *- [removed: 2021] [added: 2022] Annual Report* | | |
| Nelson Urdaneta | | | | | | | | | | | |
| December 31, 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Valuation allowance | | | $ | 279 | | | | | $ | 37 | | | | | $ | — | | | | | $ | 17 | | | | | | | | | | | $ | 299 | |
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| Maria Henry | | | | | | | | | | | |
| December 31, 2019 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Valuation allowance | | | $ | 220 | | | | | $ | 26 | | | | | $ | — | | | | | $ | (2) | | | | | | | | | | | $ | 248 | |