Kimberly-Clark (KMB) 10-K risk factor changes: FY2023 vs FY2022
The 2023-12-31 10-K against the 2022-12-31 one, compared heading by heading and sentence by sentence.
Item 1A29 rewritten35 added14 removed130 unchanged
All filing items869 rewritten404 added236 removed1,608 unchanged
Summary
counted, not written
- Item 1A lists 16 risk factor headings: 2 new, 0 reworded and 14 unchanged since FY2022. 1 heading from FY2022 no longer appears.
- Sentence by sentence, 404 added, 236 removed, 869 rewritten and 1,608 unchanged across 21 items that differ.
- New this year: Item 1C. CYBERSECURITY.
New Item 1A headings (2)
- Failure of key technology systems, cyberattacks, privacy breaches or data breaches could have a material adverse effect on our business, financial condition, results of operations and reputation.Cybersecurity
- Our inability to attract and retain key personnel could adversely impact our business.
Removed Item 1A headings (1)
- Cyber-attacks, privacy breaches, data breaches or a failure of key information technology systems could disrupt our business operations and cause us financial and reputational damage.
A heading is new when no FY2022 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
24 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2023; struck-through words were in FY2022. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. RISK FACTORS
29 rewritten, 35 added, 14 removed, 130 unchanged
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 [added: 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.]
| | | | 4 | | | KIMBERLY-CLARK CORPORATION *- [removed: 2022] [added: 2023] Annual Report* | | |
We utilize a variety of pricing structures [added: and revenue growth management strategies] to manage these risks but have not used derivative instruments.
[removed: Cyber-attacks, privacy breaches, data breaches or a failure] [added: Failure] of key [removed: information] technology [removed: systems] [added: systems, cyberattacks, privacy breaches or data breaches] could [removed: disrupt] [added: have a material adverse effect on] our [removed: business operations and cause us] [added: business,] financial [added: condition, results of operations] and [removed: reputational damage.][added: reputation.]
[removed: The upgrade poses] [added: System upgrades take time, require oversight and may be costly, and pose] several challenges, including training of personnel, communication of new rules and procedures, migration of data, [added: increased risk of security breaches,] and the potential instability of the new system.
Moreover, there is no assurance that the new [added: enterprise resource planning] system will meet our current and future business needs or that it will operate as [added: designed.]
| | | | 5 | | | KIMBERLY-CLARK CORPORATION *- [removed: 2022] [added: 2023] Annual Report* | | |
Any significant failure or delay in [removed: the] system [removed: upgrade] [added: upgrades] could cause an interruption to our business and adversely affect our operations and financial results.
Our results may be [removed: substantially] [added: adversely] affected by a number of foreign market risks:
Risks related to political [removed: instability] [added: instabilities and hostilities] (including the [removed: war] [added: wars] in [removed: Ukraine),] [added: Ukraine and Israel),] 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 Argentina and [removed: Turkey.][added: Türkiye.]
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 [added: raw materials and production assets, restricted access to] financial institutions and increased [added: supply chain, professional services,] monetary, [removed: currency] [added: currency, trade] and [removed: payment] [added: payment/investment sanctions and related] controls.
The [removed: ongoing] COVID-19 pandemic has had and could 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.
| | | | 6 | | | KIMBERLY-CLARK CORPORATION *- [removed: 2022] [added: 2023] Annual Report* | | |
Our inability to address adverse publicity or other issues, including [removed: concerns about] [added: with respect to] product safety, quality, efficacy, environmental impacts (including packaging, energy and water use and waste management), [added: substances and ingredients of potential concern,] inclusion, equity and diversity, human rights and other [removed: sustainability] [added: social responsibility] or similar matters, or breaches of consumer, customer, supplier, employee or other confidential information, real or perceived, could negatively impact sentiment towards us and our products and brands, and our business and financial results could suffer.
[removed: These activities are subject to inherent risks such as natural disasters, power outages, fires or explosions, labor strikes or labor shortages, terrorism, epidemics, pandemics] (including the [removed: ongoing] COVID-19 pandemic), import restrictions, regional economic, business, environmental or political events (including the [removed: war] [added: wars] in [removed: Ukraine),] [added: Ukraine and Israel),] 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.
| | | | 7 | | | KIMBERLY-CLARK CORPORATION *- [removed: 2022] [added: 2023] Annual Report* | | |
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 [removed: developments (including those related to the ability of Congress to raise the U.S. federal debt ceiling),] [added: developments,] 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.
There is growing concern that carbon dioxide and other greenhouse gases in the atmosphere may have an adverse impact on global temperatures, weather patterns, [added: water availability] and [added: quality, and] the frequency and severity of extreme weather and natural disasters.
In addition, concern over climate change [added: by governments and regulators globally have resulted and] may [added: continue to] result in new legal and regulatory requirements to reduce or mitigate the effects of climate change on the [removed: environment.][added: environment (or conversely, to restrict activities to address or consider climate change and related matters).]
[removed: Despite our sustainability efforts, any] [added: Any] failure to achieve our sustainability goals, including those aimed to reduce our impact on, improve or preserve the environment, or the perception (whether or not valid) that we have failed to act responsibly with respect to such matters or to effectively respond to new legal or regulatory requirements regarding climate change, could adversely affect our business and [removed: reputation.][added: reputation, including the loss of customers or business opportunities and legal or regulatory proceedings.]
There is also increased focus, including by governmental and non-governmental organizations, [removed: investors,] [added: investors and investment managers,] customers, [added: suppliers,] consumers, our employees and other stakeholders on these and other sustainability matters, including responsible sourcing and deforestation, the use of plastic, energy and water, the recyclability or recoverability of packaging, including single-use and other plastic packaging and ingredient transparency.
Our competitors for these markets include global, regional and local manufacturers, [added: including private label manufacturers.]
| | | | 8 | | | KIMBERLY-CLARK CORPORATION *- [removed: 2022] [added: 2023] Annual Report* | | |
[removed: Demand for our products may change based on many factors, including shifting consumer purchasing patterns to lower cost options such as private-label products and mid to lower-tier value products, low birth rates in certain countries due to slow economic growth or] other factors, negative customer or consumer response to pricing actions, consumer shifts in distribution from traditional retailers to e-tailers, subscription services and direct to consumer businesses, changing consumer preferences due to increased concerns in regard to post-consumer waste and packaging materials and their impact on environmental sustainability, or other changes in consumer trends or habits.
We may not be successful in developing new or improved products and technologies necessary to compete successfully in the industry, and we may not be successful in advertising, marketing, timely launching and selling our [removed: products.][added: products, including through the use of digital and social media.]
As a global company, we are subject to 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, data privacy, product liability, product composition or formulation, packaging content or corporate responsibility after consumer purchase, environmental impact, intellectual property, employment, [removed: healthcare] [added: healthcare, tax] or other matters.
| | | | 9 | | | KIMBERLY-CLARK CORPORATION *- [removed: 2022] [added: 2023] Annual Report* | | |
[added: Even if we believe a claim is covered by] 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.
To conduct our business, we rely extensively on information and operational technology systems, many of which are managed, hosted, provided and/or used by third parties and their vendors.
These systems include, but are not limited to, programs and processes relating to internal communications and communicating with customers, consumers, vendors, investors and other parties; ordering and managing materials from suppliers; converting materials to finished products; receiving and processing purchase orders and shipping products to customers; processing transactions; storing, processing and transmitting data, including personal confidential information and payment card industry data; supporting employee data processing for our global workforce; hosting, processing and sharing confidential and proprietary research, business and financial information; and complying with financial reporting, regulatory, legal and tax requirements.
Furthermore, we sell certain products directly to consumers online and through websites, mobile apps and connected devices, and we also engage in online activities, including data collection, promotions, rebates and customer loyalty and other programs, through which we may receive personal information.
A breach or other breakdown in our technology, including a cyberattack, privacy incident, data incident or other event involving us or any of our third-party service providers or vendors could adversely affect our financial condition and results of operations.
Despite the security measures we have in place, the information and operational technology systems, including those of our customers, vendors, suppliers and other third-party service providers with whom we have contracted, have, in the past, and may, in the future, be vulnerable to cyber-threats such as computer viruses or other malicious codes, ransomware, cyber extortion, security incidents, denial of service attacks, unauthorized access, phishing attacks, social engineering and other disruptions from employee error, unauthorized uses, system failures, including Internet outages, unintentional or malicious actions of employees or contractors or cyberattacks by hackers, criminal groups, nation-states and nation-state-sponsored
organizations and social-activist organizations.
We have seen and may continue to see an increase in the number of such attacks, especially as we continue operating under a hybrid working model under which employees can work and access our technology infrastructure remotely.
In addition, while we have purchased cybersecurity insurance, costs related to a cyberattack may exceed the amount of insurance coverage or be excluded under the terms of our cybersecurity insurance policy.
As cyberattacks increase in frequency and magnitude, we may be unable to obtain cybersecurity insurance in amounts and on terms we view as appropriate for our operations.
Our security efforts and the efforts of our third-party providers may not prevent or timely detect future attacks and resulting breaches or breakdowns of our, or third-party service providers’, databases or systems.
In addition, if we or our third-party providers are unable to effectively resolve such breaches or breakdowns on a timely basis, we may experience interruptions in our ability to manage or conduct business, as well as reputational harm, governmental fines, penalties, regulatory proceedings, and litigation and remediation expenses.
In addition, such incidents could result in unauthorized disclosure and misuse of material confidential information, including personal identifying information.
Cyber-threats are becoming more sophisticated, are constantly evolving and are being made by groups and individuals with a wide range of expertise and motives, and this increases the difficulty of detecting and successfully defending against them.
We have incurred, and will continue to incur, expenses to comply with privacy and data protection standards and protocols imposed by law, regulation, industry standards and contractual obligations.
Increased regulation of data collection, use, and retention practices, including self-regulation and industry standards, changes in existing laws and regulations, including reporting requirements, enactment of new laws and regulations, increased enforcement activity, and changes in interpretation of laws, could increase our cost of compliance and operation, limit our ability to grow our business or otherwise harm our business.
In addition, data incidents or theft of personal information collected by us and our third-party service providers as well as data incidents or theft of our information may occur.
We are subject to the laws and regulations of various countries where we operate or do business related to solicitation, collection, processing, transferring, storing or use of consumer, customer, vendor or employee information or related data.
These laws and regulations change frequently, and new legislation continues to be introduced and may be interpreted and applied differently from jurisdiction to jurisdiction and may create inconsistent or conflicting requirements.
The changes introduced by data privacy and protection regulations increase the complexity of regulations enacted to protect business and personal data and they subject us to additional costs.
These laws and regulations also may result in us incurring additional expenses and liabilities in the event of unauthorized access to or disclosure of personal data.
We also use various other hardware, software and operating systems that may need to be upgraded or replaced in the near future as such systems cease to be supported by third-party service providers, and may be vulnerable to increased risks, including the risk of security breaches, system failures and disruptions.
These activities are subject to inherent risks such as natural disasters, power outages, fires or explosions, labor strikes or labor shortages, terrorism, epidemics, pandemics
Compliance with these requirements may increase our costs of doing business, including to the extent these reporting regimes are inconsistent.
At the same time, there is growing opposition to initiatives on these matters, and our public reporting on our sustainability initiatives, expectations, and progress, including our ambitions for 2030, may not satisfy the expectations of all stakeholders.
These stakeholders may rely on their assessment or perception (or a third-party’s assessment) of our sustainability practices to inform their future engagement with our company, products, and securities.
Our inability to attract and retain key personnel could adversely impact our business.
We must attract, hire, retain and develop effective leaders and a highly skilled and diverse global workforce.
We are experiencing an increasingly tight and competitive labor market and, should conditions worsen, we could experience greater turnover.
A sustained labor shortage or increased turnover rates within our employee base could lead to increased costs over time, such as increased overtime to meet demand, and increased wages to attract and retain employees.
Additionally, with our rapidly changing environment, it is critical to ensure we have the right skills, capabilities and experience needed to respond to evolving consumer and customer needs.
Failure to attract and develop personnel with key emerging capabilities could disrupt our institutional knowledge base and erode our competitiveness.
Demand for our products may change based on many factors, including shifting consumer purchasing patterns to lower cost options such as private-label products and mid to lower-tier value products, low birth rates in certain countries due to slow economic growth or
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| | | | 10 | | | KIMBERLY-CLARK CORPORATION *- 2023 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.
Increased cyber-security threats and computer crime pose a potential risk to the security of our information technology systems, including those of third-party service providers with whom we have contracted, as well as the confidentiality, integrity and availability of the data stored on those systems.
Further, data privacy is subject to frequently changing rules and regulations regarding the handling of personal data, such as the GDPR, LGPD, PIPL and CCPA.
Any breach in our information technology security systems could result in the disclosure or misuse of confidential or proprietary information, including sensitive customer, supplier, employee or investor information maintained in the ordinary course of our business.
Any such event, or any failure to comply with these data privacy requirements or other laws in this area, could cause damage to our reputation, loss of valuable information or loss of revenue and could result in legal liability, or regulatory or other penalties.
In addition, we may incur large expenditures to investigate or remediate, to recover data, to repair or replace networks or information systems, or to protect against similar future events.
Our information technology systems, some of which are dependent on services provided by third parties, serve an important role in the efficient and effective operation and administration of our business.
These systems could be damaged or cease to function properly due to any number of causes, such as catastrophic events, power outages, security breaches, 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 technology infrastructure remotely.
While we have contingency plans in place to prevent or mitigate the impact of these events, if they were to occur and our disaster recovery plans do not effectively address the issues on a timely basis, we could suffer interruptions in our ability to manage our operations, which may adversely affect our business and financial results.
designed.
Our reputation could be damaged if we do not (or are perceived not to) act responsibly with respect to sustainability matters, which could adversely affect our business.
including private label manufacturers.
Even if we believe a claim is covered by
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
139 rewritten, 139 added, 107 removed, 232 unchanged
This discussion and analysis compares [removed: 2022] [added: 2023] results to [removed: 2021.][added: 2022.]
For a discussion that compares our [removed: 2021] [added: 2022] results to [removed: 2020,] [added: 2021,] see Management's Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7 of our [removed: 2021] [added: 2022] Annual Report on Form 10-K.
- Overview of [removed: 2022] [added: 2023] Results
- Pension settlements - In [added: 2023 and] 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.
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 [removed: value] [added: value,] partially offset by transaction and integration costs.
See Item 8, Note [removed: 2] [added: 4] to the consolidated financial statements for details.
| | | | [removed: 15] [added: 17] | | | KIMBERLY-CLARK CORPORATION *- [removed: 2022] [added: 2023] Annual Report* | | |
On [added: June 1, 2023, we completed the sale transaction, announced on] October 24, 2022, [removed: we entered into an agreement to sell] [added: of] our Neve tissue brand and related consumer and K-C Professional tissue assets in Brazil for [removed: $175, subject to certain] [added: $212, including the base purchase price of $175 and] working capital and other closing [removed: adjustments.][added: adjustments of $37.]
[removed: The] [added: This] transaction also [removed: includes] [added: included] 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.
Overview of [removed: 2022] [added: 2023] Results
- Net sales of [removed: $20.2] [added: $20.4] billion increased [removed: 4] [added: 1] percent.
Organic sales increased [removed: 7] [added: 5] percent, while changes in foreign currency exchange rates decreased sales by [removed: 4] [added: 3 percent and exited business decreased sales by 1] percent.
- In North America, organic sales increased [removed: 5] [added: 4] percent in consumer products and increased [removed: 9] [added: 8] percent in K-C Professional.
- Outside North America, organic sales increased [removed: 8] [added: 5] percent in D&E Markets and increased [removed: 10] [added: 4] percent in Developed Markets.
- Operating Profit and Net Income Attributable to Kimberly-Clark were [removed: $2,681] [added: $2,344] and [removed: $1,934] [added: $1,764] in [removed: 2022,] [added: 2023,] respectively.
- Diluted earnings per share were [removed: $5.72] [added: $5.21] in [removed: 2022] [added: 2023] compared to [removed: $5.35] [added: $5.72] in [removed: 2021.][added: 2022.]
Results in 2022 include [removed: 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 [removed: remeasurement of the carrying value of our previously held equity investment to fair value partially offset by transaction and integration costs.]
Cash provided by operations was [removed: $2.7] [added: $3.5] billion in [removed: 2022.][added: 2023.]
We raised our dividend in [removed: 2022] [added: 2023] by 2 percent, the [removed: 50th] [added: 51st] consecutive annual increase in our dividend.
Altogether, share repurchases and dividends in [removed: 2022] [added: 2023] amounted to [removed: $1.7] [added: $1.8] billion.
In [removed: 2023,] [added: 2024,] we plan to continue to execute our strategies for long-term success which include delivering balanced, sustainable growth by growing our brands in-line with or ahead of category growth, leveraging our cost and financial discipline to fund growth and improve margins, and allocating capital in value-creating ways.
| | | | [removed: 16] [added: 18] | | | KIMBERLY-CLARK CORPORATION *- [removed: 2022] [added: 2023] Annual Report* | | |
[added: Both strategies are enabled by our focus on] accelerating and investing in our commercial capabilities through digital marketing, revenue growth management, consumer-inspired innovation and strong in-market execution.
*COVID-19* - The macro business environment [added: has] experienced unprecedented volatility in recent years [removed: related to] [added: reflecting] the [removed: continuing effect] [added: effects of] the global COVID-19 pandemic [removed: has had] on supply and demand dynamics.
Additionally, consumer [removed: incomes have] [added: purchasing power has] generally been impacted negatively by the [added: inflation driven by the effects of the] pandemic which can impact [removed: their] [added: consumer] purchasing patterns.
[removed: When demand for goods resumed at the end of 2020,] [added: Resulting] supply shortages led to record levels of inflation in commodities and other costs.
We adjust our product prices based on a number of variables including demand, the competitive environment, technological [removed: improvements] [added: improvements, product innovations] and changes in our raw material, distribution, energy and other input costs.
[removed: We increased our prices in] [added: In] 2022 [added: and early 2023, certain price increases were] in response to continuing inflation related to the ongoing impacts of the COVID-19 pandemic and other market conditions, including the war in Ukraine.
| | | | [removed: 17] [added: 19] | | | KIMBERLY-CLARK CORPORATION *- [removed: 2022] [added: 2023] Annual Report* | | |
*Operating Costs* - Our operating costs include raw materials, labor, selling, general and administrative expenses, [added: general business] taxes, currency impacts and financing costs.
To remain competitive on our operating structure, we continue to work on programs to expand our [removed: profitability, such as our FORCE program.][added: profitability.]
[removed: In 2022,] [added: While some costs moderated in 2023, they still remained elevated and] our results were impacted by [removed: an unprecedented increase in our] [added: increased] costs, particularly for pulp, resin, [removed: distribution] [added: distribution, labor] and energy, primarily related to COVID-19 pandemic driven effects and the [removed: effects] [added: effect] of the war in Ukraine.
*Evolving Consumer Product and Shopping Preferences* - The retail landscape in many of our markets continues to evolve due to the rapid growth of [removed: eCommerce] [added: e-commerce] retailers, changing consumer preferences (as consumers increasingly shop online) and the increased presence of alternative retail channels, such as subscription services and direct-to-consumer businesses.
We believe our strategic growth focus, sustainability [removed: initiatives] [added: initiatives, innovation pipeline] and continued investment in [removed: eCommerce] [added: e-commerce] capabilities has us well positioned relative to these changing dynamics.
Volatility in these markets affects our production costs and the demand for our [removed: products.][added: products and may impact our supply chain and distribution networks.]
Volatility in global [removed: consumer,] [added: consumer demand,] commodity [added: costs] and foreign currency exchange rates increased significantly over the past few years and is expected to continue in the near term.
Our business in Russia is experiencing increased input costs, supply chain complexities, reduced consumer [removed: demand] [added: demand, restricted access to raw materials] and [added: production assets, and] restricted access to financial institutions, as well as increased [added: supply chain, professional services,] monetary, [removed: currency] [added: currency, trade] and [removed: payment] [added: payment/investment sanctions and related] controls.
| | | | [removed: 18] [added: 20] | | | KIMBERLY-CLARK CORPORATION *- [removed: 2022] [added: 2023] Annual Report* | | |
This section presents a discussion and analysis of net sales, operating profit and other information relevant to an understanding of [removed: 2022] [added: 2023] results of operations.
| | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | Change [removed: 2022] [added: 2023] vs. [removed: 2021] [added: 2022] | | | | | | | | | | | | | | |
Revenue growth management is used to describe our capability that helps optimize our consumer value proposition and thereby maximize our brands' revenue potential with consumer-centric insights.
It focuses on strategic pricing decisions, price pack architecture, managing our product mix, trade promotion activity and trading terms.
- Sale of Brazil tissue and K-C Professional business - In 2023, we recognized a net benefit related to the sale of our Brazil tissue and K-C Professional business.
- Impairment of intangible assets - In 2023, we recognized charges related to the impairment of certain intangible assets related to Softex Indonesia and Thinx.
In the first quarter of 2023, we delivered a redemption notice to the third-party minority owner with respect to a portion of the remaining common securities of Thinx.
This redemption closed in the second quarter of 2023, and we acquired additional ownership of Thinx for $48, increasing our ownership in Thinx to 70 percent.
As part of the completion of a negotiated final redemption, we acquired the remaining 30 percent ownership of Thinx for $47 in the fourth quarter of 2023.
As the purchase of additional ownership in an already controlled subsidiary represents an equity transaction, no gain or loss was recognized in consolidated net income or comprehensive income.
The assets included in the sale agreement were reclassified to Other current assets as of December 31, 2022, and upon closure of the transaction, a gain of $74 pre-tax was recognized in Other (income) and expense, net.
We incurred divestiture-related costs of $30 pre-tax, which were recorded in Cost of products sold and Marketing, research and general expenses, resulting in a net benefit of $44 pre-tax ($26 after tax).
Results in 2023 include the net benefit related to the sale of the Brazil tissue and K-C Professional business of $0.08, charges related to the impairment of intangible assets of $1.36 and pension settlement charges of $0.08.
remeasurement of the carrying value of our previously held equity investment to fair value, partially offset by transaction and integration costs, and pension settlement charges of $0.12.
We have seen stabilization in demand across all of our business segments during 2022 and 2023, and we expect this trend to continue.
The pandemic significantly disrupted supply chains across the globe, primarily due to the very significant fluctuations in demand and related transportation and labor supply issues.
During 2023, inflation slowed, but costs remain elevated across many categories of our raw materials, labor, energy and other input costs, as well as transportation costs, and we expect that these elevated levels could persist in 2024, although at a decreasing rate of inflation compared to the prior fiscal year.
In 2024, we anticipate that challenging market conditions, including those related to inflation and foreign currency exchange rate fluctuations, may continue to impact pricing.
In 2024, we expect that increased costs will continue to affect us, although at a decreasing rate of inflation compared to the prior fiscal year.
| | | | | | | As Reported | | | | | | Sale of Brazil Tissue and K-C Professional Business | | | | | | Impairment of Intangible Assets | | | | | | Pension Settlements | | | | | | As Adjusted Non-GAAP | | |
| Cost of products sold | | | | | | $ | 13,399 | | | | | $ | 15 | | | | | $ | — | | | | | $ | — | | | | | $ | 13,384 | |
| Gross Profit | | | | | | 7,032 | | | | | | (15) | | | | | | — | | | | | | — | | | | | | 7,047 | | |
| Impairment of intangible assets | | | | | | 658 | | | | | | — | | | | | | 658 | | | | | | — | | | | | | — | | |
| Operating Profit | | | | | | 2,344 | | | | | | 44 | | | | | | (658) | | | | | | — | | | | | | 2,958 | | |
| Diluted Earnings per Share(a) | | | | | | 5.21 | | | | | | 0.08 | | | | | | (1.36) | | | | | | (0.08) | | | | | | 6.57 | | |
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| Percent Change in Net Sales 2023 vs. 2022 | | | | | | Volume | | | | | | Net Price | | | | | | Mix/Other | | | | | | Exited Business(e) | | | | | | Currency | | | | | | Total(a) | | | | | | Organic(b) | | | | | | | | | | | | | | |
| Consolidated | | | | | | (2) | | | | | | 6 | | | | | | 1 | | | | | | (1) | | | | | | (3) | | | | | | 1 | | | | | | 5 | | | | | | | | | | | | | | |
| North America | | | | | | — | | | | | | 4 | | | | | | — | | | | | | — | | | | | | — | | | | | | 5 | | | | | | 5 | | | | | | | | | | | | | | |
| Developed & Emerging | | | | | | (5) | | | | | | 8 | | | | | | 2 | | | | | | (2) | | | | | | (8) | | | | | | (6) | | | | | | 5 | | | | | | | | | | | | | | |
| Developed Markets | | | | | | (6) | | | | | | 9 | | | | | | 1 | | | | | | — | | | | | | (1) | | | | | | 3 | | | | | | 4 | | | | | | | | | | | | | | |
| Percent Change in Adjusted Operating Profit 2023 vs. 2022 | | | | | | Volume | | | | | | Net Price | | | | | | Input Costs | | | | | | Cost Savings(c) | | | | | | Currency Translation | | | | | | Other(d) | | | | | | Total | | |
| Twelve months ended | | | | | | (6) | | | | | | 49 | | | | | | (2) | | | | | | 12 | | | | | | (5) | | | | | | (35) | | | | | | 13 | | |
(a) Total may not equal the sum of volume, net price, mix/other, exited business and currency due to rounding and excludes intergeographic sales.
- 2018 Global Restructuring Program - In 2018, we initiated a restructuring program to reduce our structural cost base by streamlining and simplifying our manufacturing supply chain and overhead organization.
The restructuring actions were completed in 2021.
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 2021 include net charges of $0.83 related to the 2018 Global Restructuring Program.
Both strategies are enabled by our focus on
We participate in fixed consumption categories where demand is generally very stable.
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.
COVID-19 outbreaks and patterns are difficult to predict.
The pandemic has significantly disrupted supply chains across the globe.
A steep drop in aggregate demand at the beginning of the pandemic caused aggregate supply to sharply contract.
In addition to inflation, logistics and distribution networks, especially in the U.S., have been severely impacted by container and truck shortages and significant labor supply issues.
These effects have caused challenges getting input materials into our production facilities, production delays, and delays and meaningfully higher costs to get products from our production facilities to our customers.
The net effect of the global supply chain disruption led to an unprecedented increase in costs in 2022 and 2021.
The underlying causes of the disruption and higher costs will take time to be resolved.
In 2023, we anticipate challenging market conditions to continue to impact pricing.
We expect the higher cost environment will continue in 2023.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | As Reported | | | | | | 2018 Global Restructuring Program | | | | | | As Adjusted Non-GAAP | | |
| Cost of products sold | | | | | | $ | 13,452 | | | | | $ | 154 | | | | | $ | 13,298 | |
| Gross Profit | | | | | | 5,988 | | | | | | (154) | | | | | | 6,142 | | |
| Operating Profit | | | | | | 2,561 | | | | | | (275) | | | | | | 2,836 | | |
| Share of net income of equity companies | | | | | | 98 | | | | | | (7) | | | | | | 105 | | |
| Diluted Earnings per Share(a) | | | | | | 5.35 | | | | | | (0.83) | | | | | | 6.18 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Net Sales | | | | | | Percent Change | | | | | | | | | | | | Adjusted Operating Profit | | | | | | Percent Change | | | | | | | | |
| | | | | | | 2022 vs. 2021 | | | | | | | | | | | | | | | | | | 2022 vs. 2021 | | | | | | | | |
| Volume | | | | | | (3) | | | | | | | | | | | | Volume | | | | | | (9) | | | | | | | | |
| Net Price | | | | | | 9 | | | | | | | | | | | | Net Price | | | | | | 59 | | | | | | | | |
| Mix/Other | | | | | | 1 | | | | | | | | | | | | Input Costs | | | | | | (52) | | | | | | | | |
| Currency | | | | | | (4) | | | | | | | | | | | | Cost Savings(c) | | | | | | 10 | | | | | | | | |
| Total(a) | | | | | | 4 | | | | | | | | | | | | Currency Translation | | | | | | (3) | | | | | | | | |
| | | | | | | | | | | | | | | | | | | Other(d) | | | | | | (13) | | | | | | | | |
| Organic(b) | | | | | | 7 | | | | | | | | | | | | Total | | | | | | (8) | | | | | | | | |
Results benefited from organic sales growth and $290 of FORCE savings.
Adjusted other (income) and expense, net was $42 and $18 of expense in 2022 and 2021, respectively.
An excerpt. Shown here: 40 of 139 rewritten, 40 of 139 added and 40 of 107 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 FY2023 filing and the FY2022 filing.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
10 rewritten, 0 added, 0 removed, 43 unchanged
As of December 31, [removed: 2022,] [added: 2023,] 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: 2022] [added: 2023] rates and the assumed rates.
| | | | [removed: 28] [added: 30] | | | KIMBERLY-CLARK CORPORATION *- [removed: 2022] [added: 2023] Annual Report* | | |
As of December 31, [removed: 2022,] [added: 2023,] K-C Argentina had [removed: a small] [added: an immaterial] net peso monetary position and a 10 percent unfavorable change in the exchange rate would not be material.
As of April 1, 2022, we elected to adopt highly inflationary accounting for our operations in [removed: Turkey] [added: Türkiye] (“K-C [removed: Turkey”),] [added: Türkiye”),] and their functional currency is also the U.S. dollar.
As of December 31, [removed: 2022,] [added: 2023,] K-C [removed: Turkey] [added: Türkiye] had [removed: a small] [added: an immaterial] net lira monetary position and a 10 percent unfavorable change in the exchange rate would not be material.
As of December 31, [removed: 2022,] [added: 2023,] 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: $650.][added: $600.]
At December 31, [removed: 2022,] [added: 2023,] the long-term debt portfolio was comprised of primarily fixed-rate debt.
At December 31, [removed: 2022,] [added: 2023,] a 10 percent decrease in interest rates would have increased the fair value of [added: unhedged] fixed-rate debt by about [removed: $338,] [added: $347,] which would not have a significant impact on our financial statements as we do not record [added: unhedged fixed-rate] debt at fair value.
| | | | [removed: 29] [added: 31] | | | KIMBERLY-CLARK CORPORATION *- [removed: 2022] [added: 2023] Annual Report* | | |
Item 1. BUSINESS
35 rewritten, 7 added, 7 removed, 71 unchanged
We are principally engaged in the manufacturing and marketing of a wide range of products [removed: mostly] made from natural or synthetic fibers [added: and materials] using advanced technologies in fibers, nonwovens and absorbency.
Products in this segment include facial and bathroom tissue, paper towels, napkins and related products, and are sold under the Kleenex, Scott, Cottonelle, Andrex, Viva, [removed: Scottex, Neve] [added: Scottex] and other brand names.
- *K-C Professional* partners with businesses to create Exceptional Workplaces, helping to make them healthier, safer and more productive through a range of solutions and supporting products such as wipers, tissue, towels, [removed: apparel,] [added: personal protective equipment,] soaps and sanitizers.
Our largest customer, Walmart Inc., represented approximately 13 percent in [removed: 2022,] [added: 2023 and 2022 and] 14 percent in 2021 [removed: and 15 percent in 2020] of our consolidated net sales.
See Item 8, Note 3 to the consolidated financial statements for [removed: details on the Thinx acquisition.][added: details.]
On [added: June 1, 2023, we completed the sale transaction, announced on] October 24, 2022, [removed: we entered into an agreement to sell] [added: of] our Neve tissue brand and related consumer and K-C Professional tissue assets in Brazil for [removed: $175, subject to certain] [added: $212, including the base purchase price of $175 and] working capital and other closing [removed: adjustments.][added: adjustments of $37.]
[removed: The] [added: This] transaction also [removed: includes] [added: included] 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.
| | | | 1 | | | KIMBERLY-CLARK CORPORATION *- [removed: 2022] [added: 2023] Annual Report* | | |
We operate and market our products globally, and our business strategy includes targeted growth in Latin America, Asia, [removed: Eastern Europe,] the Middle East and Africa.
Better care for a better world begins with [removed: working to ensure] [added: focusing on] the health and safety of our customers, consumers, and [removed: employees,] [added: employees;] promoting [added: the value of] inclusion, equity and diversity within our [removed: business,] [added: business;] and making efforts to protect the rights of workers across our supply chain.
We [removed: also] believe we can make meaningful contributions [added: through our business activities and operations] to [removed: gender equality,] clean water and sanitation, climate action and responsible consumption and production.
Our sustainability strategy puts our brand, supply chain and innovation teams to work with the goal of creating shared value by addressing [added: relevant] global challenges and is focused on addressing [removed: impactful] [added: key] climate-related risks and opportunities throughout our value chain.
We [removed: are committed] [added: strive] to [removed: making] [added: make] lives better while [added: also] working to [added: help] safeguard the earth’s natural systems.
We implement this [removed: commitment] [added: effort] by considering our sustainability goals during our business and capital planning processes, [removed: aligning] [added: coordinating] the priorities of our supply chain, brand and innovation teams, and establishing meaningful performance indicators.
Our environmental priorities include reducing our use of new fossil fuel-based plastic, while enabling circular systems to recover the materials in our products and packaging; reducing our products’ use of natural forest fiber, while [removed: protecting] [added: supporting] forest biodiversity and [removed: supporting] forest dependent communities; reducing greenhouse gas emissions along our value chain, with goals approved by the Science Based Targets initiative ("SBTi"); and building resilience to water risk at our facilities and in our communities in water-stressed regions around the world.
[removed: The United Nations' Sustainable Development Goals are accepted as the best shared definition of what needs to be done over the next decade, and we] [added: We] have aligned our goals with [removed: that] [added: the United Nations' Sustainable Development Goals] framework.
Progress on our strategy is outlined in our [removed: sustainability and Task Force on Climate-Related Disclosure ("TCFD")] [added: Global Sustainability] reports.
| | | | 2 | | | KIMBERLY-CLARK CORPORATION *- [removed: 2022] [added: 2023] Annual Report* | | |
For [removed: 2023] [added: 2024] and [removed: 2024,] [added: 2025,] 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 [removed: be] [added: average] approximately [removed: $45 and $55, respectively.][added: $50 on an annual basis.]
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 [removed: $115] [added: $100] in [removed: 2023] [added: 2024] and [removed: $100] [added: $110] in [removed: 2024.][added: 2025.]
We are also subject to [removed: various] [added: expanding] laws and regulations related to [added: sustainability-related matters, non-financial reporting and diligence, labor and employment, trade, taxation and] data privacy and protection, including the European Union’s General Data Protection [removed: Regulation ("GDPR"),] [added: Regulation,] Brazil's General Data Protection [removed: Law ("LGPD"),] [added: Law,] China's Personal Information Protection [removed: Law ("PIPL"),] [added: Law,] and the California Consumer Privacy Act of [removed: 2018 ("CCPA").][added: 2018.]
We had approximately [removed: 44,000] [added: 41,000] employees as of December 31, [removed: 2022] [added: 2023] in our consolidated operations.
Approximately [removed: 30] [added: 35] percent of our employees were located in North America and the remainder were in approximately 60 countries outside of North America.
Overall, approximately [removed: 60] [added: 55] percent of our workforce was directly involved in manufacturing and distribution operations.
In order to recruit, retain, develop, protect and fairly compensate our employees, we focus on [added: the following] four key areas: [removed: inclusion, equity and diversity, health and safety, development and employee engagement, and compensation and benefits.]
- Inclusion, equity and diversity – We believe our business success is [removed: intricately] tied to creating workplaces, communities and experiences where inclusion, equity and diversity are evident and thriving.
We prioritize the need to cultivate a workforce where [removed: all] [added: our employees] are included and empowered to do their best work.
As a company who serves [added: global] consumers and communities, we work to cultivate a workforce comprised of people who look, think, and behave like the people who use our products – now and in the future.
The Management Development and Compensation Committee (“MDC”) of the Board of Directors is responsible for reviewing our inclusion, equity and diversity [removed: strategy and related metrics.][added: strategy.]
- Health and safety – We [removed: are committed] [added: strive] to [added: protect] the health and safety of our employees.
| | | | 3 | | | KIMBERLY-CLARK CORPORATION *- [removed: 2022] [added: 2023] Annual Report* | | |
We maintain talent and succession planning processes and have leadership and management development programs as well as broad learning opportunities [removed: for all employees] to support [removed: their] career growth and [removed: advance their skills.][added: skill advancement.]
We also offer [added: all] employees the opportunity to join [added: any of our] Employee Resource Groups ("ERGs").
[removed: Further, in] [added: In] regard to employee engagement, we hold regular Town Hall meetings where employees can ask questions of executives and make their voice heard.
We engage in continuous listening via global surveys, on an ongoing basis, that offer our employees the ability to provide feedback and valuable [removed: insight] [added: insights] to help address potential issues and identify opportunities to improve and support employee engagement.
In the first quarter of 2023, we delivered a redemption notice to the third-party minority owner with respect to a portion of the remaining common securities of Thinx.
This redemption closed in the second quarter of 2023, and we acquired additional ownership of Thinx for $48, increasing our ownership in Thinx to 70 percent.
As part of the completion of a negotiated final redemption, we acquired the remaining 30 percent ownership of Thinx for $47 in the fourth quarter of 2023.
See Item 8, Note 3 to the consolidated financial statements for details.
We are also subject to anti-corruption laws and regulations, such as the U.S. Foreign Corrupt Practices Act, and antitrust and competition laws and regulations that govern our dealings with suppliers, customers, competitors and government officials.
We also expect that our many suppliers, consultants and other third parties working on our behalf share our commitment to compliance, and we have policies and procedures in place to manage these relationships, though they inherently involve a lesser degree of control over operations and governance.
We host a series of conversations to drive employee and leadership engagement across a variety of topics on inclusion.
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 continue to make progress on our short-and long-term goals for women and U.S. People of Color in all management roles.
In response to the ongoing COVID-19 pandemic, we have implemented additional workplace safety programs and processes in all our facilities.
As the circumstances and impacts of COVID-19 evolve, we continue to evaluate our response and adapt to protect the health and safety of our employees.
We also host global conversations about racism, bias and other important topics.
Cover and table of contents
31 rewritten, 7 added, 4 removed, 60 unchanged
For the fiscal year ended December 31, [removed: 2022][added: 2023]
[removed: ][added: ]
| Title of each class | | | [added: | | |] Trading Symbol(s) | | | [added: | | |] Name of each exchange on which registered | | |
| Common Stock-$1.25 par value | | | [added: | | |] KMB | | | [added: | | |] New York Stock Exchange | | |
| 0.625% Notes due 2024 | | | [added: | | |] KMB24 | | | [added: | | |] New York Stock Exchange | | |
The aggregate market value of the registrant's common stock held by non-affiliates on June 30, [removed: 2022] [added: 2023] (based on closing stock price on the New York Stock Exchange as of such date) was approximately [removed: $45.6] [added: $46.7] billion.
As of January 31, [removed: 2023,] [added: 2024,] there were [removed: 337,507,349] [added: 336,883,198] 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 [removed: April 20, 2023] [added: May 2, 2024] is incorporated by reference into Part III.
| Item 1. | | | [removed: [Business](#i33630e84ce3747bd9d7b68456eda55b1_13)] [added: [Business](#i3a909bf730c54ed3a936da9775341ee6_13)] | | | [removed: [1](#i33630e84ce3747bd9d7b68456eda55b1_13)] [added: [1](#i3a909bf730c54ed3a936da9775341ee6_13)] | | |
| Item 1A. | | | [Risk [removed: Factors](#i33630e84ce3747bd9d7b68456eda55b1_16)] [added: Factors](#i3a909bf730c54ed3a936da9775341ee6_16)] | | | [removed: [4](#i33630e84ce3747bd9d7b68456eda55b1_16)] [added: [4](#i3a909bf730c54ed3a936da9775341ee6_16)] | | |
| Item 1B. | | | [Unresolved Staff [removed: Comments](#i33630e84ce3747bd9d7b68456eda55b1_19)] [added: Comments](#i3a909bf730c54ed3a936da9775341ee6_19)] | | | [removed: [10](#i33630e84ce3747bd9d7b68456eda55b1_19)] [added: [11](#i3a909bf730c54ed3a936da9775341ee6_19)] | | |
| Item 3. | | | [Legal [removed: Proceedings](#i33630e84ce3747bd9d7b68456eda55b1_25)] [added: Proceedings](#i3a909bf730c54ed3a936da9775341ee6_25)] | | | [removed: [10](#i33630e84ce3747bd9d7b68456eda55b1_25)] [added: [13](#i3a909bf730c54ed3a936da9775341ee6_25)] | | |
| Item 4. | | | [Mine Safety [removed: Disclosures](#i33630e84ce3747bd9d7b68456eda55b1_28)] [added: Disclosures](#i3a909bf730c54ed3a936da9775341ee6_28)] | | | [removed: [10](#i33630e84ce3747bd9d7b68456eda55b1_28)] [added: [13](#i3a909bf730c54ed3a936da9775341ee6_28)] | | |
| Item 5. | | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i33630e84ce3747bd9d7b68456eda55b1_37)] [added: Securities](#i3a909bf730c54ed3a936da9775341ee6_37)] | | | [removed: [13](#i33630e84ce3747bd9d7b68456eda55b1_37)] [added: [16](#i3a909bf730c54ed3a936da9775341ee6_37)] | | |
| Item 6. | | | [Selected Financial [removed: Data](#i33630e84ce3747bd9d7b68456eda55b1_40)] [added: Data](#i3a909bf730c54ed3a936da9775341ee6_40)] | | | [removed: [13](#i33630e84ce3747bd9d7b68456eda55b1_40)] [added: [16](#i3a909bf730c54ed3a936da9775341ee6_40)] | | |
| Item 7. | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i33630e84ce3747bd9d7b68456eda55b1_43)] [added: Operations](#i3a909bf730c54ed3a936da9775341ee6_43)] | | | [removed: [15](#i33630e84ce3747bd9d7b68456eda55b1_43)] [added: [17](#i3a909bf730c54ed3a936da9775341ee6_43)] | | |
| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i33630e84ce3747bd9d7b68456eda55b1_52)] [added: Risk](#i3a909bf730c54ed3a936da9775341ee6_52)] | | | [removed: [28](#i33630e84ce3747bd9d7b68456eda55b1_52)] [added: [30](#i3a909bf730c54ed3a936da9775341ee6_52)] | | |
| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i33630e84ce3747bd9d7b68456eda55b1_55)] [added: Data](#i3a909bf730c54ed3a936da9775341ee6_55)] | | | [removed: [30](#i33630e84ce3747bd9d7b68456eda55b1_55)] [added: [32](#i3a909bf730c54ed3a936da9775341ee6_55)] | | |
| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i33630e84ce3747bd9d7b68456eda55b1_127)] [added: Disclosure](#i3a909bf730c54ed3a936da9775341ee6_127)] | | | [removed: [67](#i33630e84ce3747bd9d7b68456eda55b1_127)] [added: [70](#i3a909bf730c54ed3a936da9775341ee6_127)] | | |
| Item 9A. | | | [Controls and [removed: Procedures](#i33630e84ce3747bd9d7b68456eda55b1_130)] [added: Procedures](#i3a909bf730c54ed3a936da9775341ee6_130)] | | | [removed: [67](#i33630e84ce3747bd9d7b68456eda55b1_130)] [added: [70](#i3a909bf730c54ed3a936da9775341ee6_130)] | | |
| Item 9B. | | | [Other [removed: Information](#i33630e84ce3747bd9d7b68456eda55b1_133)] [added: Information](#i3a909bf730c54ed3a936da9775341ee6_133)] | | | [removed: [68](#i33630e84ce3747bd9d7b68456eda55b1_133)] [added: [71](#i3a909bf730c54ed3a936da9775341ee6_133)] | | |
| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions That Prevent [removed: Inspections](#i33630e84ce3747bd9d7b68456eda55b1_136)] [added: Inspections](#i3a909bf730c54ed3a936da9775341ee6_136)] | | | [removed: [68](#i33630e84ce3747bd9d7b68456eda55b1_136)] [added: [71](#i3a909bf730c54ed3a936da9775341ee6_136)] | | |
| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i33630e84ce3747bd9d7b68456eda55b1_142)] [added: Governance](#i3a909bf730c54ed3a936da9775341ee6_142)] | | | [removed: [69](#i33630e84ce3747bd9d7b68456eda55b1_142)] [added: [72](#i3a909bf730c54ed3a936da9775341ee6_142)] | | |
| Item 11. | | | [Executive [removed: Compensation](#i33630e84ce3747bd9d7b68456eda55b1_145)] [added: Compensation](#i3a909bf730c54ed3a936da9775341ee6_145)] | | | [removed: [69](#i33630e84ce3747bd9d7b68456eda55b1_145)] [added: [72](#i3a909bf730c54ed3a936da9775341ee6_145)] | | |
| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i33630e84ce3747bd9d7b68456eda55b1_148)] [added: Matters](#i3a909bf730c54ed3a936da9775341ee6_148)] | | | [removed: [69](#i33630e84ce3747bd9d7b68456eda55b1_148)] [added: [72](#i3a909bf730c54ed3a936da9775341ee6_148)] | | |
| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i33630e84ce3747bd9d7b68456eda55b1_151)] [added: Independence](#i3a909bf730c54ed3a936da9775341ee6_151)] | | | [removed: [69](#i33630e84ce3747bd9d7b68456eda55b1_151)] [added: [72](#i3a909bf730c54ed3a936da9775341ee6_151)] | | |
| Item 14. | | | [Principal Accountant Fees and [removed: Services](#i33630e84ce3747bd9d7b68456eda55b1_154)] [added: Services](#i3a909bf730c54ed3a936da9775341ee6_154)] | | | [removed: [69](#i33630e84ce3747bd9d7b68456eda55b1_154)] [added: [72](#i3a909bf730c54ed3a936da9775341ee6_154)] | | |
| Item 15. | | | [Exhibits, Financial Statement [removed: Schedules](#i33630e84ce3747bd9d7b68456eda55b1_160)] [added: Schedules](#i3a909bf730c54ed3a936da9775341ee6_160)] | | | [removed: [70](#i33630e84ce3747bd9d7b68456eda55b1_160)] [added: [73](#i3a909bf730c54ed3a936da9775341ee6_160)] | | |
| Item 16. | | | [Form 10-K [removed: Summary](#i33630e84ce3747bd9d7b68456eda55b1_163)] [added: Summary](#i3a909bf730c54ed3a936da9775341ee6_163)] | | | [removed: [72](#i33630e84ce3747bd9d7b68456eda55b1_163)] [added: [76](#i3a909bf730c54ed3a936da9775341ee6_163)] | | |
| [removed: [Signatures](#i33630e84ce3747bd9d7b68456eda55b1_166)] [added: [Signatures](#i3a909bf730c54ed3a936da9775341ee6_166)] | | | | | | [removed: [73](#i33630e84ce3747bd9d7b68456eda55b1_166)] [added: [77](#i3a909bf730c54ed3a936da9775341ee6_166)] | | |
| | | | | | | KIMBERLY-CLARK CORPORATION - [removed: *2022] [added: *2023] Annual Report* | | |
| | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).
| Item 1C. | | | [Cybersecurity](#i3a909bf730c54ed3a936da9775341ee6_1392) | | | [11](#i3a909bf730c54ed3a936da9775341ee6_19) | | |
| Item 2. | | | [Propertie](#i3a909bf730c54ed3a936da9775341ee6_22)[s](#i3a909bf730c54ed3a936da9775341ee6_22) | | | [13](#i3a909bf730c54ed3a936da9775341ee6_22) | | |
| | | | [I](#i3a909bf730c54ed3a936da9775341ee6_31)[nf](#i3a909bf730c54ed3a936da9775341ee6_31)[ormation](#i3a909bf730c54ed3a936da9775341ee6_31) [A](#i3a909bf730c54ed3a936da9775341ee6_31)[bout](#i3a909bf730c54ed3a936da9775341ee6_31) [O](#i3a909bf730c54ed3a936da9775341ee6_31)[ur Executive Officers](#i3a909bf730c54ed3a936da9775341ee6_31) | | | [14](#i3a909bf730c54ed3a936da9775341ee6_31) | | |
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Item 2. | | | [Properties](#i33630e84ce3747bd9d7b68456eda55b1_22) | | | [10](#i33630e84ce3747bd9d7b68456eda55b1_22) | | |
| | | | Information About Our [Executive Officers](#i33630e84ce3747bd9d7b68456eda55b1_31) | | | [11](#i33630e84ce3747bd9d7b68456eda55b1_31) | | |
Item 1C. CYBERSECURITY
0 rewritten, 52 added, 0 removed, 0 unchanged
New section this year
Risk Management and Strategy
We have implemented a cybersecurity program to assess, identify, and manage risks from cybersecurity threats.
Our efforts are designed to maintain the confidentiality, integrity, and availability of our information and operational technology systems and the data stored on those systems.
The program includes:
- periodic risk assessments to identify and assess cybersecurity risks and vulnerabilities in our information technology systems;
- security event monitoring, management, and incident response;
- third party engagements to perform periodic penetration testing and reviews of program maturity based on the National Institute of Standards and Technology ("NIST") cybersecurity framework;
- reviews by our internal audit team of the effectiveness of information technology-related internal controls;
- cybersecurity risk assessments of our third-party vendors; and
- employee training, including regular phishing simulations.
The program is continually adapting to the evolving threat landscape and technology developments.
Cybersecurity risk management is included within our overall enterprise risk management program which is overseen by our Global Risk Oversight Committee (“GROC”).
The GROC is composed of executive officers and other senior leaders and coordinates with other risk assurance functions, including internal audit and compliance.
The GROC receives regular briefings concerning cybersecurity risks and risk management processes.
Additional information on cybersecurity risks we face is discussed in Item 1A, "Risk Factors,” which should be read in conjunction with the information in this section.
Internal Cybersecurity Team
Our Chief Information Security Officer (“CISO”) oversees a team with extensive cybersecurity knowledge and experience.
The team is responsible for:
- leading enterprise-wide cybersecurity strategy, policy, standards, architecture, and processes;
- incident response and operational activities, including identifying and initiating updates to systems which require patching, vulnerability management strategy, red teaming, network security configurations and security architecture;
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | 11 | | | KIMBERLY-CLARK CORPORATION *- 2023 Annual Report* | | |
- oversight of third parties engaged to assist in our cybersecurity risk management, along with third parties’ vendors; and
- legal and regulatory compliance.
Our CISO reports to our Chief Digital and Technology Officer (“CDTO”), an executive officer, who provides management of cybersecurity risks, reviews operational metrics and performs other relevant activities related to the cybersecurity function.
Security Policy and Requirements
As part of our overall risk management program, we have adopted our Information Security Policy which details the overall risk-based framework and governance for the management and security of our information technology assets and information.
The policy applies to everyone who accesses our data or information resources and all of our information systems and resources, including third parties we engage.
Our program aligns with the NIST cybersecurity framework.
Material Cyber Risks, Threats and Incidents
We actively monitor the evolving cybersecurity and geopolitical landscapes that could result in new or increased cybersecurity threat including geopolitical events such as the Russia invasion of Ukraine in March 2022.
As a global company serving consumers in more than 175 countries and territories, we routinely experience a wide variety of cybersecurity incidents.
However, we have not experienced a cybersecurity incident that has materially affected or is reasonably likely to materially affect our business strategy, results of operation or financial condition.
For a more detailed discussion of the risks we face, see Item 1A, "Risk Factors."
Incident Response
We have adopted a cybersecurity incident response plan that is designed to provide a framework across all functions for a coordinated identification and response to security incidents.
The plan specifies the process for identifying, validating, classifying, documenting, and responding to cybersecurity events as well as determining whether reporting of an event is appropriate under regulatory standards.
The plan also includes a materiality assessment framework that sets forth procedures to support our assessment of whether a security incident is “material” under the federal securities laws.
Internal reporting and escalation protocols are in place to ensure the involvement of the CISO, other senior leaders, and the Audit Committee, as appropriate.
An excerpt. Shown here: all 0 rewritten, 40 of 52 added and all 0 removed. The counts are complete. For every sentence, read Item 1C. CYBERSECURITY in the FY2023 filing.
Item 2. PROPERTIES
4 rewritten, 0 added, 0 removed, 10 unchanged
As of December 31, [removed: 2022,] [added: 2023,] we own or lease:
| Outside North America | | | [removed: 55] [added: 54] | | |
| Total (in 33 countries) | | | [removed: 83] [added: 82] | | |
Consumer tissue and K-C Professional products are produced in [removed: 48] [added: 47] facilities and personal care products are produced in 48 facilities.
Item 4. MINE SAFETY DISCLOSURES
24 rewritten, 4 added, 1 removed, 57 unchanged
| | | | [removed: 10] [added: 13] | | | KIMBERLY-CLARK CORPORATION *- [removed: 2022] [added: 2023] Annual Report* | | |
The names and ages of our executive officers as of February [removed: 9, 2023,] [added: 8, 2024,] together with certain biographical information, are as follows:
Ehab Abou-Oaf, [removed: 56,] [added: 57,] was elected President of K-C Professional in [removed: January] 2022.
Doug Cunningham, [removed: 51,] [added: 52,] was elected President, K-C Europe, Middle East & Africa ("EMEA") in 2021.
Mr. Cunningham joined Kimberly-Clark from Johnson & Johnson, a health care products company, where he served in multiple roles [removed: of increasing responsibility] across Asia Pacific, North America and Africa, most recently as Managing Director, Johnson & Johnson Pacific.
Tamera Fenske, [removed: 44,] [added: 45,] was elected Senior Vice President and Chief Supply Chain Officer in [removed: September] 2022.
Zackery Hicks, [removed: 59,] [added: 60,] was elected Chief Digital and Technology [removed: officer] [added: Officer] in [removed: July] 2022.
He is responsible for all aspects of [removed: the company’s] [added: our] information technology and digital functions, including building brands and creating differentiated capability.
Hsu, [removed: 58,] [added: 59,] has served as Chairman of the Board since January 2020 and as Chief Executive Officer since January 2019.
Sandra R.A. Karrmann, [removed: 57,] [added: 58,] 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, inclusion, equity and [removed: diversity] [added: diversity,] organizational effectiveness and labor/employee relations.
| | | | [removed: 11] [added: 14] | | | KIMBERLY-CLARK CORPORATION *- [removed: 2022] [added: 2023] Annual Report* | | |
Alison Lewis, [removed: 55,] [added: 56,] was elected Chief Growth Officer in 2019.
Robert Long, [removed: 65,] [added: 66,] was elected Chief Research and Development Officer in 2021.
He has global responsibility for [removed: the company's] [added: our] research and development, quality and regulatory functions, and is charged with accelerating growth through innovation that addresses opportunities to elevate Kimberly-Clark’s trusted brands.
Mr. Long joined Kimberly-Clark from the Coca-Cola Company where he served in multiple roles of increasing responsibility, most recently as Senior Vice President for Global R&D and Chief Innovation Officer from 2016 to [removed: March] 2021.
Jeffrey Melucci, [removed: 52,] [added: 53,] was elected Chief Business [removed: Development] and [removed: Legal] [added: Transformation] Officer in [removed: November 2020.][added: January 2024.]
From [added: November 2020 to January 2024, he served as Chief Business Development and Legal Officer, from] April 2020 to November 2020, he served as Senior Vice President, Business Development and General Counsel and from September 2017 to April 2020, he served as Senior Vice President - General Counsel.
Vaz Ramos, [removed: 43,] [added: 44,] was elected Chief Strategy and Transformation Officer in October 2021.
Russell Torres, [removed: 51,] [added: 52,] was elected Group President, K-C North America in 2021.
Nelson Urdaneta, [removed: 50,] [added: 51,] was elected Senior Vice President and Chief Financial Officer in [removed: April] 2022.
Gonzalo Uribe, [removed: 51,] [added: 52,] was elected President, K-C Latin America in 2020.
Tristram Wilkinson, [removed: 54,] [added: 55,] was elected President, K-C Asia Pacific in 2021.
| | | | [removed: 12] [added: 15] | | | KIMBERLY-CLARK CORPORATION *- [removed: 2022] [added: 2023] Annual Report* | | |
Grant B.
McGee, 43, was elected Senior Vice President and General Counsel in February 2024.
Mr. McGee rejoined Kimberly-Clark from American Airlines, where he served as Vice President, Deputy General Counsel and Corporate Secretary from 2022 to February 2024.
From 2015 to 2022, Mr. McGee served in various roles of increasing responsibility at Kimberly-Clark, most recently as Vice President and Senior Deputy General Counsel.
He also serves on the board of directors of Texas Instruments Incorporated.
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
6 rewritten, 8 added, 8 removed, 9 unchanged
As of January 31, [removed: 2023,] [added: 2024,] we had [removed: 16,810] [added: 16,019] holders of record of our common stock.
During [removed: 2022,] [added: 2023,] we repurchased [removed: 779 thousand] [added: 1.8 million] shares of our common stock at a cost of [removed: $100] [added: $225] through a broker in the open market.
The following table contains information for shares repurchased during the fourth quarter of [removed: 2022.][added: 2023.]
| Period [removed: (2022)] [added: (2023)] | | | | | | 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) | | |
(a)Share repurchases were made pursuant to [removed: a] share repurchase [removed: program] [added: programs] authorized by our Board of Directors on November 13, [removed: 2014.][added: 2014 (the "2014 Program") and January 22, 2021 (the "2021 Program").]
[removed: This program] [added: The 2014 Program allowed for the repurchase of 40 million shares in an amount not to exceed $5 billion, and the 2021 Program] allows for the repurchase of 40 million shares in an amount not to exceed $5 [removed: billion (the "2014 Program").][added: billion.]
| October 1 to October 31 | | | | | | 135,225 | | | | | | $ | 119.78 | | | | | 39,963,754 | | | | | | 40,036,246 | | |
| November 1 | | | | | | 12,292 | | | | | | 119.39 | | | | | | 39,976,046 | | | | | | 40,000,000 | | |
| November 1 to November 30 | | | | | | 507,399 | | | | | | 121.25 | | | | | | 507,399 | | | | | | 39,492,601 | | |
| December 1 to December 31 | | | | | | 396,139 | | | | | | 121.15 | | | | | | 903,538 | | | | | | 39,096,462 | | |
| Total | | | | | | 1,051,055 | | | | | | | | | | | | | | | | | | | | |
Purchases on November 1 of 12,292 shares exhausted the 2014 Program's $5 billion limit and, as a result, that program has expired.
All remaining purchases in the fourth quarter of 2023 were made pursuant to the 2021 Program.
(b)Includes shares under both the 2014 Program (through November 1, 2023), and the 2021 Program.
| 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 | | | | | | | | | | | | | | | | | | | | |
(b)Includes shares under the 2014 Program, as well as available shares under a share repurchase program authorized by our Board of Directors on January 22, 2021 that allows for the repurchase of 40 million shares in an amount not to exceed $5 billion.
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | 13 | | | KIMBERLY-CLARK CORPORATION *- 2022 Annual Report* | | |
Item 6. SELECTED FINANCIAL DATA
1 rewritten, 0 added, 0 removed, 3 unchanged
| | | | [removed: 14] [added: 16] | | | KIMBERLY-CLARK CORPORATION *- [removed: 2022] [added: 2023] Annual Report* | | |
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
537 rewritten, 134 added, 88 removed, 753 unchanged
| (Millions of dollars, except per share amounts) | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |
| Net Sales | | | | | | $ | [removed: 20,175] [added: 20,431] | | | | | $ | [removed: 19,440] [added: 20,175] | | | | | $ | [removed: 19,140] [added: 19,440] | |
| Cost of products sold | | | | | | [removed: 13,956] [added: 13,399] | | | | | | [removed: 13,452] [added: 13,956] | | | | | | [removed: 12,318] [added: 13,452] | | |
| Gross Profit | | | | | | [removed: 6,219] [added: 7,032] | | | | | | [removed: 5,988] [added: 6,219] | | | | | | [removed: 6,822] [added: 5,988] | | |
| Marketing, research and general expenses | | | | | | [removed: 3,581] [added: 3,961] | | | | | | [removed: 3,399] [added: 3,581] | | | | | | [removed: 3,632] [added: 3,399] | | |
| Other (income) and expense, net | | | | | | [removed: (43)] [added: 69] | | | | | | [removed: 28] [added: (43)] | | | | | | [removed: (54)] [added: 28] | | |
| Operating Profit | | | | | | [removed: 2,681] [added: 2,344] | | | | | | [removed: 2,561] [added: 2,681] | | | | | | [removed: 3,244] [added: 2,561] | | |
| Nonoperating expense | | | | | | [removed: (73)] [added: (96)] | | | | | | [removed: (86)] [added: (73)] | | | | | | [removed: (70)] [added: (86)] | | |
| Interest income | | | | | | [removed: 14] [added: 66] | | | | | | [removed: 6] [added: 14] | | | | | | [removed: 8] [added: 6] | | |
| Interest expense | | | | | | [removed: (282)] [added: (293)] | | | | | | [removed: (256)] [added: (282)] | | | | | | [removed: (252)] [added: (256)] | | |
| Income Before Income Taxes and Equity Interests | | | | | | [removed: 2,340] [added: 2,021] | | | | | | [removed: 2,225] [added: 2,340] | | | | | | [removed: 2,930] [added: 2,225] | | |
| Provision for income taxes | | | | | | [removed: (495)] [added: (453)] | | | | | | [removed: (479)] [added: (495)] | | | | | | [removed: (676)] [added: (479)] | | |
| Income Before Equity Interests | | | | | | [removed: 1,845] [added: 1,568] | | | | | | [removed: 1,746] [added: 1,845] | | | | | | [removed: 2,254] [added: 1,746] | | |
| Share of net income of equity companies | | | | | | [removed: 116] [added: 196] | | | | | | [removed: 98] [added: 116] | | | | | | [removed: 142] [added: 98] | | |
| Net Income | | | | | | [removed: 1,961] [added: 1,764] | | | | | | [removed: 1,844] [added: 1,961] | | | | | | [removed: 2,396] [added: 1,844] | | |
| Net income attributable to noncontrolling interests | | | | | | [removed: (27)] [added: —] | | | | | | [removed: (30)] [added: (27)] | | | | | | [removed: (44)] [added: (30)] | | |
| Net Income Attributable to Kimberly-Clark Corporation | | | | | | $ | [removed: 1,934] [added: 1,764] | | | | | $ | [removed: 1,814] [added: 1,934] | | | | | $ | [removed: 2,352] [added: 1,814] | |
| Basic | | | | | | $ | [removed: 5.73] [added: 5.22] | | | | | $ | [removed: 5.38] [added: 5.73] | | | | | $ | [removed: 6.90] [added: 5.38] | |
| Diluted | | | | | | $ | [removed: 5.72] [added: 5.21] | | | | | $ | [removed: 5.35] [added: 5.72] | | | | | $ | [removed: 6.87] [added: 5.35] | |
| | | | [removed: 30] [added: 32] | | | KIMBERLY-CLARK CORPORATION *- [removed: 2022] [added: 2023] Annual Report* | | |
| (Millions of dollars) | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |
| Net Income | | | | | | $ | [removed: 1,961] [added: 1,764] | | | | | $ | [removed: 1,844] [added: 1,961] | | | | | $ | [removed: 2,396] [added: 1,844] | |
| Unrealized currency translation adjustments | | | | | | [removed: (355)] [added: 89] | | | | | | [removed: (288)] [added: (355)] | | | | | | [removed: 129] [added: (288)] | | |
| Employee postretirement benefits | | | | | | [removed: 103] [added: (15)] | | | | | | [removed: 122] [added: 103] | | | | | | [removed: 37] [added: 122] | | |
| Cash flow hedges and other | | | | | | [removed: (185)] [added: 12] | | | | | | [removed: 84] [added: (185)] | | | | | | [removed: (34)] [added: 84] | | |
| Total Other Comprehensive Income (Loss), Net of Tax | | | | | | [removed: (437)] [added: 86] | | | | | | [removed: (82)] [added: (437)] | | | | | | [removed: 132] [added: (82)] | | |
| Comprehensive Income | | | | | | [removed: 1,524] [added: 1,850] | | | | | | [removed: 1,762] [added: 1,524] | | | | | | [removed: 2,528] [added: 1,762] | | |
| Comprehensive income attributable to noncontrolling interests | | | | | | [removed: (19)] [added: 1] | | | | | | [removed: (15)] [added: (19)] | | | | | | [removed: (55)] [added: (15)] | | |
| Comprehensive Income Attributable to Kimberly-Clark Corporation | | | | | | $ | [removed: 1,505] [added: 1,851] | | | | | $ | [removed: 1,747] [added: 1,505] | | | | | $ | [removed: 2,473] [added: 1,747] | |
| | | | [removed: 31] [added: 33] | | | KIMBERLY-CLARK CORPORATION *- [removed: 2022] [added: 2023] Annual Report* | | |
| (Millions of dollars) | | | | | | [added: 2023 | | | | | |] 2022 | | | | | | 2021 | | |
| Cash and cash equivalents | | | | | | $ | [removed: 427] [added: 1,093] | | | | | $ | [removed: 270] [added: 427] | |
| Accounts receivable, net | | | | | | [removed: 2,280] [added: 2,135] | | | | | | [removed: 2,207] [added: 2,280] | | |
| Inventories | | | | | | [removed: 2,269] [added: 1,955] | | | | | | [removed: 2,239] [added: 2,269] | | |
| Other current assets | | | | | | [removed: 753] [added: 520] | | | | | | [removed: 849] [added: 753] | | |
| Total Current Assets | | | | | | [removed: 5,729] [added: 5,703] | | | | | | [removed: 5,565] [added: 5,729] | | |
| Property, Plant and Equipment, Net | | | | | | [removed: 7,885] [added: 7,913] | | | | | | [removed: 8,097] [added: 7,885] | | |
| Investments in Equity Companies | | | | | | [removed: 238] [added: 306] | | | | | | [removed: 290] [added: 238] | | |
| Goodwill | | | | | | [removed: 2,074] [added: 2,085] | | | | | | [removed: 1,840] [added: 2,074] | | |
| Other Intangible Assets, Net | | | | | | [removed: 851] [added: 197] | | | | | | [removed: 810] [added: 851] | | |
| Impairment of intangible assets | | | | | | 658 | | | | | | — | | | | | | — | | |
| (Millions of dollars) | | | | | | 2023 | | | | | | 2022 | | |
| Shares repurchased | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,791 | | | | | | (225) | | | | | | — | | | | | | — | | | | | | — | | | | | | (225) | | |
| Other | | | | | | — | | | | | | — | | | | | | 104 | | | | | | — | | | | | | — | | | | | | (3) | | | | | | — | | | | | | 1 | | | | | | 102 | | |
| Balance at December 31, 2023 | | | | | | 378,597 | | | | | | $ | 473 | | | | | $ | 878 | | | | | 41,599 | | | | | | $ | (5,222) | | | | | $ | 8,368 | | | | | $ | (3,582) | | | | | $ | 153 | | | | | $ | 1,068 | |
| Proceeds from asset and business dispositions | | | | | | 245 | | | | | | 12 | | | | | | 43 | | |
| Cash paid for redemption of common securities of Thinx | | | | | | (95) | | | | | | — | | | | | | — | | |
On June 1, 2023, we completed the sale transaction, announced on October 24, 2022, of our Neve tissue brand and related consumer and K-C Professional tissue assets in Brazil for $212, including the base purchase price of $175 and preliminary working capital and other closing adjustments of $37.
This transaction also included 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.
Upon closure of the transaction, a gain of $74 pre-tax was recognized in Other (income) and expense, net.
See Note 3 for details.
See Note 3 for details.
investment hedges which are classified in Investing Activities.
Accounting Standard -Adopted During 2023
This ASU was effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, except for the provision on roll forward information, which is effective for fiscal years beginning after December 15, 2023.
In 2023, the FASB issued ASU No. 2023-07, *Segment Reporting (Topic 280)*.
The new guidance improves reportable segment disclosures primarily through enhanced disclosures about significant segment expenses and by requiring current annual disclosures to be provided in interim periods.
The amendments in this ASU are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.
The new guidance is to be applied retrospectively to all prior periods presented unless impracticable to do so.
As the guidance requires only additional disclosure, there will be no effects of this standard on our financial position, results of operations or cash flows.
In 2023, the FASB issued ASU 2023-09, *Income Taxes (Topic 740)*.
The new guidance is intended to enhance the transparency and decision usefulness of income tax disclosures.
The amendments in this ASU are effective for annual periods beginning after December 15, 2024.
Early adoption is permitted, and the amendments should be applied on a prospective basis with retrospective application permitted.
As the guidance requires only additional disclosure, there will be no effects of this standard on our financial position, results of operations or cash flows.
Acquisition and Divestiture
and Preferred Securities of Subsidiaries.
| Goodwill | | | | | | 298 | | |
In the first quarter of 2023, we delivered a redemption notice to the third-party minority owner with respect to a portion of the remaining common securities of Thinx.
The redemption closed in the second quarter of 2023, and we acquired additional ownership of Thinx for $48, increasing our controlling ownership to 70 percent.
As part of the completion of a negotiated final redemption, we acquired the remaining 30 percent ownership of Thinx for $47 in the fourth quarter of 2023.
As the purchase of additional ownership in an already controlled subsidiary represents an equity transaction, no gain or loss was recognized in consolidated net income or comprehensive income.
The following table discloses the effect of the change in the ownership interest between us and the previous noncontrolling interest:
| | | | | | | Year Ended December 31, 2023 | | |
| Net income attributable to Kimberly-Clark Corporation | | | | | | $ | 1,764 | |
| Increase in Kimberly-Clark Corporation's additional paid-in capital for purchase of the remaining shares of Thinx(a) | | | | | | 87 | | |
| Change in net income attributable to Kimberly-Clark Corporation and transfer to noncontrolling interests | | | | | | $ | 1,851 | |
(a) The acquisition of the remaining ownership of Thinx was recorded as a reduction in Redeemable Common and Preferred Securities of Subsidiaries of $234, an increase to retained earnings of $52, an increase to additional paid-in capital of $87, and a reduction of cash of $95.
Divestiture
On June 1, 2023, we completed the sale transaction, announced on October 24, 2022, of our Neve tissue brand and related consumer and K-C Professional tissue assets in Brazil for $212, including the base purchase price of $175 and working capital and other closing adjustments of $37.
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Balance at December 31, 2019 | | | | | | 378,597 | | | | | | $ | 473 | | | | | $ | 556 | | | | | 37,149 | | | | | | $ | (4,454) | | | | | $ | 6,686 | | | | | $ | (3,294) | | | | | $ | 227 | | | | | $ | 194 | |
| Shares repurchased | | | | | | — | | | | | | — | | | | | | — | | | | | | 5,063 | | | | | | (716) | | | | | | — | | | | | | — | | | | | | — | | | | | | (716) | | |
| Proceeds from dispositions of property | | | | | | 12 | | | | | | 43 | | | | | | 31 | | |
See Note 3 for details on the acquisition of Thinx.
In the fourth quarter of 2020, we received a favorable legal ruling that resolved certain matters related to prior years’ business taxes in Brazil.
These matters involved the revenue base, which included value added taxes, used to calculate and pay social security taxes for the period 2004 to 2014.
In the legal ruling, the São Paulo State Court recognized our right to exclude the value added taxes from the revenue base used to calculate those social security taxes.
This decision resulted in business tax credits being recognized of $77.
The following summarizes the restructuring liabilities activity:
| Restructuring liabilities at January 1 | | | | | | $ | 93 | | | | | | | |
| Charges for workforce reductions and other cash exit costs | | | | | | 222 | | | | | | | | |
| Cash payments | | | | | | (235) | | | | | | | | |
| Restructuring liabilities at December 31 | | | | | | $ | 78 | | | | | | | |
As of December 31, 2022, remaining restructuring liabilities were not material.
As of December 31, 2021, restructuring liabilities of $75 were recorded in Accrued expenses and other current liabilities and $3 were recorded in Other Liabilities.
Acquisitions
2022 Thinx Acquisition
The goodwill is primarily attributable to future growth opportunities and any intangible assets that did not qualify for separate recognition.
The preliminary estimates of the fair value of identifiable assets acquired and liabilities assumed are subject to revisions, which may result in adjustments to the preliminary values discussed above.
We continue to evaluate potential contingencies that may have existed as of the acquisition date and expect to finalize the purchase price allocation no later than the first quarter of 2023.
2020 Softex Indonesia Acquisition
On October 1, 2020 (“Acquisition Date”), we acquired Softex Indonesia, a leader in the fast-growing Indonesian personal care market, in an all-cash transaction for approximately $1.2 billion.
This transaction significantly expands our presence in an important developing and emerging market and is a strong strategic fit with our core business.
The transaction price, subject to working capital and net debt adjustments, resulted in a final purchase price of $1.1 billion in addition to the assumption of certain indebtedness of Softex Indonesia at closing.
During the year ended December 31, 2020, we recorded transaction and integration costs of $32 in Marketing, research and general expenses.
During the fourth quarter of 2020, we substantially completed and recorded an initial purchase price allocation, in which we utilized several generally accepted valuation methodologies to determine the fair value of certain acquired assets.
The primary valuation methods included the replacement cost approach, sales comparison approach, discounted cash flow, multi-period excess earnings, relief from royalty and distributor methods.
The measurement period adjustments to the initial allocation were based on more detailed information obtained about the specific assets acquired and liabilities assumed as of the Acquisition Date.
Goodwill of $404 was allocated to the Personal Care business segment.
While the goodwill is not deductible for local tax purposes, it is treated as an amortizable expense for the U.S. global intangible low-taxed income ("GILTI") computation.
The consolidated results of operations for Softex Indonesia are reported primarily in our Personal Care business segment on a one-month lag.
| Balance as of December 31, 2020 | | | $ | 984 | | | | | $ | 519 | | | | | $ | 392 | | | | | $ | 1,895 | |
| Acquisition | | | 304 | | | | | | — | | | | | | — | | | | | | 304 | | |
No redeemable common securities were outstanding at December 31, 2021.
| Outstanding at January 1, 2022 | | | 5,596 | | | | | | $ | 126.01 | | | | | | | | | | | | | |
| Granted | | | 655 | | | | | | 116.28 | | | | | | | | | | | | | | |
| Exercised | | | (842) | | | | | | 113.00 | | | | | | | | | | | | | | |
| Outstanding at December 31, 2022 | | | 5,117 | | | | | | 126.81 | | | | | | 5.73 | | | | | | $ | 52 | |
| Exercisable at December 31, 2022 | | | 3,658 | | | | | | 125.03 | | | | | | 4.74 | | | | | | $ | 42 | |
An excerpt. Shown here: 40 of 537 rewritten, 40 of 134 added and 40 of 88 removed. The counts are complete. For every sentence, read Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA in the FY2023 filing and the FY2022 filing.
Item 9A. CONTROLS AND PROCEDURES
11 rewritten, 2 added, 2 removed, 31 unchanged
As of December 31, [removed: 2022,] [added: 2023,] 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: 2022.][added: 2023.]
We have assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2022.][added: 2023.]
Based on this assessment, management believes that, as of December 31, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] of the Corporation and our report dated February [removed: 9, 2023,] [added: 8, 2024,] expressed an unqualified opinion on those financial statements.
Our responsibility is to express an opinion on the Corporation’s internal control over financial reporting [removed: based on our audit.]
We are a public accounting firm registered with the PCAOB and are required to be independent with respect [added: to the Corporation in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.]
| | | | [removed: 67] [added: 70] | | | KIMBERLY-CLARK CORPORATION *- [removed: 2022] [added: 2023] Annual Report* | | |
based on our audit.
| February 8, 2024 | | |
to the Corporation in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
| February 9, 2023 | | |
Item 9B. OTHER INFORMATION
0 rewritten, 2 added, 1 removed, 0 unchanged
(b)Our directors and officers may from time to time enter into plans or other arrangements for the purchase or sale of our shares that are intended to satisfy the affirmative defense conditions of Rule 10b5–1(c) or may represent a non-Rule 10b5-1 trading arrangement under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
During the quarter ended December 31, 2023, no such plans or other arrangements were adopted or terminated.
None.
Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
1 rewritten, 0 added, 0 removed, 6 unchanged
| | | | [removed: 68] [added: 71] | | | KIMBERLY-CLARK CORPORATION *- [removed: 2022] [added: 2023] Annual Report* | | |
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
2 rewritten, 0 added, 0 removed, 6 unchanged
The following sections of our [removed: 2023] [added: 2024] Proxy Statement for the Annual Meeting of Stockholders (the [removed: "2023] [added: "2024] Proxy Statement") are incorporated in this Item 10 by reference:
Election of Directors," [removed: "Other] [added: "General] Information [added: about our Annual Meeting] - Stockholder Director Nominees for Inclusion in Next Year's Proxy Statement," and [removed: "Other] [added: "General] Information [added: about our Annual Meeting] - Stockholder Director Nominees Not Included in Next Year's Proxy Statement," which describe the procedures by which stockholders may nominate candidates for election to our Board of Directors.
Item 11. EXECUTIVE COMPENSATION
1 rewritten, 0 added, 0 removed, 0 unchanged
The information in the sections of our [removed: 2023] [added: 2024] Proxy Statement captioned "Compensation Discussion and Analysis," "Compensation Tables," "Director Compensation," "Corporate Governance - Compensation Committee Interlocks and Insider Participation," "Other Information - CEO Pay Ratio Disclosure" 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: 2023] [added: 2024] 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: 2023] [added: 2024] 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: 2023] [added: 2024] Proxy Statement captioned "Principal Accounting Firm Fees" and "Audit Committee Approval of Audit and Non-Audit Services" under "Proposal 2.
| | | | [removed: 69] [added: 72] | | | KIMBERLY-CLARK CORPORATION *- [removed: 2022] [added: 2023] Annual Report* | | |
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
19 rewritten, 9 added, 0 removed, 126 unchanged
| Exhibit No. [removed: (4)f.] [added: (10)g.] | | | [removed: [Description of the Corporation's Common Stock,] [added: [Outside Directors' Stock Compensation Plan, as amended,] incorporated by reference to Exhibit No. [removed: (4)f] [added: 10(g)] of the Corporation's Annual Report on Form 10-K for the year ended December 31, [removed: 2021.](https://www.sec.gov/Archives/edgar/data/55785/000005578522000010/kmb_10kx2021xexhibit4f.htm)] [added: 2002.*](https://www.sec.gov/Archives/edgar/data/55785/000005578503000001/ex10g.txt)] | | |
| | | | [removed: 70] [added: 73] | | | KIMBERLY-CLARK CORPORATION *- [removed: 2022] [added: 2023] Annual Report* | | |
| Exhibit No. (10)d. | | | [removed: [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] [added: [Kimberly-Clark Corporation Voluntary Deferred] Compensation Plan, incorporated by reference to [removed: 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] [added: Exhibit (10)d 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 [removed: Voluntar](https://www.sec.gov/Archives/edgar/data/55785/000005578523000012/kmb2022ex10e-firstamendmen.htm)[y] [added: Voluntary] Deferred Compensation [removed: Plan](https://www.sec.gov/Archives/edgar/data/55785/000005578523000012/kmb2022ex10e-firstamendmen.htm)[,] [added: Plan,] effective January 1, [removed: 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)] [added: 2023](https://www.sec.gov/Archives/edgar/data/55785/000005578523000012/kmb2022ex10e-firstamendmen.htm)[.](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 [removed: Long-Term](https://www.sec.gov/Archives/edgar/data/55785/000005578522000074/exhibit10g-summaryofexecut.htm) [Disability] [added: Long-Term Disability] Plan, [removed: incorporat](https://www.sec.gov/Archives/edgar/data/55785/000005578522000074/exhibit10g-summaryofexecut.htm)[ed] [added: incorporated] by reference to [removed: 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] [added: Exhibit (10)g] of the [removed: 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] [added: Corporation's Quarterly 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. [removed: (10)g.] [added: (10)n.] | | | [removed: [Outside Directors'] [added: [Form of Award Agreements under 2021 Equity Participation Plan for Nonqualified] Stock [removed: Compensation Plan, as amended,] [added: Options,] incorporated by reference to Exhibit No. [removed: 10(g)] [added: (10)n] of the Corporation's [removed: Annual] [added: Quarterly] Report on Form [removed: 10-K] [added: 10-Q] for the [removed: year] [added: quarter] ended [removed: December 31, 2002.](https://www.sec.gov/Archives/edgar/data/55785/000005578503000001/ex10g.txt)[*](https://www.sec.gov/Archives/edgar/data/55785/000005578503000001/ex10g.txt)] [added: June 30, 2022.*](https://www.sec.gov/Archives/edgar/data/55785/000005578521000073/exhibit10nnonqualifiedstoc.htm)] | | |
| Exhibit No. (10)j. | | | [Kimberly-Clark Corporation Supplemental [removed: Re](https://www.sec.gov/Archives/edgar/data/55785/000005578523000012/kmb2022ex10j-supplementalr.htm)[tirement] [added: Retirement] 401(k) and Profit [removed: Shar](https://www.sec.gov/Archives/edgar/data/55785/000005578523000012/kmb2022ex10j-supplementalr.htm)[ing] [added: Sharing] Plan, as amended and restated [removed: 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,] [added: effective January 1, 2023,] filed [removed: 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)] [added: herewith*](https://www.sec.gov/Archives/edgar/data/55785/000005578524000018/exhibit10j-supplementalret.htm)] | | |
| Exhibit No. [removed: (10)n.] [added: (10)q.] | | | [Form of Award Agreements under 2021 Equity Participation Plan for [removed: Nonqualified] [added: Performance Restricted] Stock [removed: Options,] [added: Units,] incorporated by reference to Exhibit No. [removed: (10)n] [added: (10)q] of the Corporation's Quarterly Report on Form 10-Q for the quarter [removed: ended June 30, 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)] [added: ended](https://www.sec.gov/Archives/edgar/data/55785/000005578523000054/kimberly-clarkcorporationp.htm) [June](https://www.sec.gov/Archives/edgar/data/55785/000005578523000054/kimberly-clarkcorporationp.htm) [3](https://www.sec.gov/Archives/edgar/data/55785/000005578523000054/kimberly-clarkcorporationp.htm)[0](https://www.sec.gov/Archives/edgar/data/55785/000005578523000054/kimberly-clarkcorporationp.htm)[, 202](https://www.sec.gov/Archives/edgar/data/55785/000005578523000054/kimberly-clarkcorporationp.htm)[3](https://www.sec.gov/Archives/edgar/data/55785/000005578523000054/kimberly-clarkcorporationp.htm)[.*](https://www.sec.gov/Archives/edgar/data/55785/000005578523000054/kimberly-clarkcorporationp.htm)] | | |
| | | | [removed: 71] [added: 74] | | | KIMBERLY-CLARK CORPORATION *- [removed: 2022] [added: 2023] Annual Report* | | |
| Exhibit No. (10)p. | | | [Severance Pay Plan, as amended and restated effective [removed: 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,] [added: January 1, 2023,] filed [removed: 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)] [added: herewith.*](https://www.sec.gov/Archives/edgar/data/55785/000005578524000018/kmbex10p-40thamendedandres.htm)] | | |
| Exhibit No. [removed: (10)q.] [added: (10)t.] | | | [Form of Award Agreements under 2021 Equity Participation Plan [removed: for Performance] [added: for](https://www.sec.gov/Archives/edgar/data/55785/000005578523000054/kimberly-clarkcorporationa.htm) [Annual](https://www.sec.gov/Archives/edgar/data/55785/000005578523000054/kimberly-clarkcorporationa.htm) [Time-Vested] Restricted Stock Units, incorporated by reference to Exhibit No. [removed: (10)q of] [added: (10)](https://www.sec.gov/Archives/edgar/data/55785/000005578523000054/kimberly-clarkcorporationa.htm)[t](https://www.sec.gov/Archives/edgar/data/55785/000005578523000054/kimberly-clarkcorporationa.htm) [of] the Corporation's Quarterly Report on Form 10-Q for the quarter [removed: 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)] [added: ended](https://www.sec.gov/Archives/edgar/data/55785/000005578523000054/kimberly-clarkcorporationa.htm) [June 30](https://www.sec.gov/Archives/edgar/data/55785/000005578523000054/kimberly-clarkcorporationa.htm)[, 202](https://www.sec.gov/Archives/edgar/data/55785/000005578523000054/kimberly-clarkcorporationa.htm)[3](https://www.sec.gov/Archives/edgar/data/55785/000005578523000054/kimberly-clarkcorporationa.htm)[.*](https://www.sec.gov/Archives/edgar/data/55785/000005578523000054/kimberly-clarkcorporationa.htm)] | | |
| Exhibit No. (10)r. | | | [Form of Award Agreements under 2021 Equity Participation Plan [removed: 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] [added: for Off-Cycle 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 [removed: 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)] [added: ended](https://www.sec.gov/Archives/edgar/data/55785/000005578523000054/kimberly-clarkcorporationo.htm) [June](https://www.sec.gov/Archives/edgar/data/55785/000005578523000054/kimberly-clarkcorporationo.htm) [3](https://www.sec.gov/Archives/edgar/data/55785/000005578523000054/kimberly-clarkcorporationo.htm)[0](https://www.sec.gov/Archives/edgar/data/55785/000005578523000054/kimberly-clarkcorporationo.htm)[, 202](https://www.sec.gov/Archives/edgar/data/55785/000005578523000054/kimberly-clarkcorporationo.htm)[3](https://www.sec.gov/Archives/edgar/data/55785/000005578523000054/kimberly-clarkcorporationo.htm)[.*](https://www.sec.gov/Archives/edgar/data/55785/000005578523000054/kimberly-clarkcorporationo.htm)] | | |
| Exhibit No. (21). | | | [Subsidiaries of the Corporation, filed [removed: herewith.](https://www.sec.gov/Archives/edgar/data/55785/000005578523000012/kmb10k2022exhibit21.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/55785/000005578524000018/kmb10k2023exhibit21.htm)] | | |
| Exhibit No. [removed: (23).] [added: (23)] | | | [Consent of Independent Registered Public Accounting Firm, filed [removed: herewith.](https://www.sec.gov/Archives/edgar/data/55785/000005578523000012/kmb10k2022exhibit23.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/55785/000005578524000018/kmb10k2023exhibit23.htm)] | | |
| Exhibit No. [removed: (24).] [added: (24)] | | | [Powers of Attorney, filed [removed: herewith.](https://www.sec.gov/Archives/edgar/data/55785/000005578523000012/kmb10k2022exhibit24.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/55785/000005578524000018/kmb10k2023exhibit24.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/55785/000005578523000012/kmb10kq4exhibit31a2022.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/55785/000005578524000018/kmb10kq4exhibit31a2023.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/55785/000005578523000012/kmb10kq4exhibit31b2022.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/55785/000005578524000018/kmb10kq4exhibit31b2023.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/55785/000005578523000012/kmb10kq4exhibit32a2022.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/55785/000005578524000018/kmb10kq4exhibit32a2023.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/55785/000005578523000012/kmb10kq4exhibit32b2022.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/55785/000005578524000018/kmb10kq4exhibit32b2023.htm)] | | |
| Exhibit No. (4)f. | | | [Description of the Corporation's Common Stock,](https://www.sec.gov/Archives/edgar/data/55785/000005578524000018/exhibit4f-descriptionofcom.htm) [](https://www.sec.gov/Archives/edgar/data/55785/000005578524000018/exhibit4f-descriptionofcom.htm)[filed herewith](https://www.sec.gov/Archives/edgar/data/55785/000005578524000018/exhibit4f-descriptionofcom.htm)[.](https://www.sec.gov/Archives/edgar/data/55785/000005578524000018/exhibit4f-descriptionofcom.htm) | | |
| Exhibit No. (97)a. | | | [Executive Officer Incentive Compensation Recovery Policy, filed herewith.](https://www.sec.gov/Archives/edgar/data/55785/000005578524000018/kmb2023ex97a-kimberlyclark.htm) | | |
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| | | | 75 | | | KIMBERLY-CLARK CORPORATION *- 2023 Annual Report* | | |
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Item 16. FORM 10-K SUMMARY
15 rewritten, 5 added, 4 removed, 62 unchanged
| | | | [removed: 72] [added: 76] | | | KIMBERLY-CLARK CORPORATION *- [removed: 2022] [added: 2023] Annual Report* | | |
| February [removed: 9, 2023] [added: 8, 2024] | | | By: | | | /s/ Andrew S. Drexler | | |
| /s/ Michael D. Hsu | | | | | | Chairman of the Board and Chief Executive Officer and Director (principal executive officer) | | | February [removed: 9, 2023] [added: 8, 2024] | | |
| /s/ Nelson Urdaneta | | | | | | Senior Vice President and Chief Financial Officer (principal financial officer) | | | February [removed: 9, 2023] [added: 8, 2024] | | |
| /s/ Andrew S. Drexler | | | | | | Vice President and Controller (principal accounting officer) | | | February [removed: 9, 2023] [added: 8, 2024] | | |
| By: | | | /s/ Andrew S. Drexler | | | | | | February [removed: 9, 2023] [added: 8, 2024] | | |
| | | | [removed: 73] [added: 77] | | | KIMBERLY-CLARK CORPORATION *- [removed: 2022] [added: 2023] Annual Report* | | |
FOR THE YEARS ENDED DECEMBER 31, [removed: 2022, 2021] [added: 2023, 2022] AND [removed: 2020][added: 2021]
| Allowance for doubtful accounts | | | $ | [removed: 40] [added: 47] | | | | | $ | [removed: 14] [added: 15] | | | | | $ | [removed: (3)] [added: 3] | | | | | $ | [removed: 4] [added: 6] | | (b) | | | | | | | | | $ | [removed: 47] [added: 59] | |
| Allowances for sales discounts | | | [removed: 15] [added: 15] | | | | | | [removed: 239] [added: 239] | | | | | | [removed: (3)] [added: (3)] | | | | | | [removed: 234] [added: 234] | | | [removed: (c)] [added: (c)] | | | | | | | | | [removed: 17] [added: 17] | | |
| Allowance for doubtful accounts | | | $ | [removed: 32] [added: 40] | | | | | $ | [removed: 3] [added: 14] | | | | | $ | [removed: 1] [added: (3)] | | | | | $ | [removed: 2] [added: 4] | | (b) | | | | | | | | | $ | [removed: 34] [added: 47] | |
| Allowances for sales discounts | | | [removed: 17] [added: 17] | | | | | | [removed: 240] [added: 248] | | | | | | [removed: (3)] [added: (4)] | | | | | | [removed: 238] [added: 242] | | | [removed: (c)] [added: (c)] | | | | | | | | | [removed: 16] [added: 19] | | |
| Valuation allowance | | | [removed: $] [added: $] | [removed: 279] [added: 279] | | | | | [removed: $] [added: $] | [removed: 37] [added: 37] | | | | | [removed: $] [added: $] | [removed: —] [added: —] | | | | | [removed: $] [added: $] | [removed: 17] [added: 17] | | | | | | | | | | | [removed: $] [added: $] | [removed: 299] [added: 299] | |
(a)Represents the net currency effects of translating valuation allowances at current rates of [removed: exchange.][added: exchange and benefits recognized to Other Comprehensive Income.]
| | | | [removed: 74] [added: 78] | | | KIMBERLY-CLARK CORPORATION *- [removed: 2022] [added: 2023] Annual Report* | | |
| Mae C. Jemison | | | | | | Jaime A. Ramirez | | |
| Deeptha Khanna | | | | | | Dunia A. Shive | | |
| December 31, 2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Valuation allowance | | | $ | 299 | | | | | $ | 46 | | | | | $ | — | | | | | $ | 43 | | | | | | | | | | | $ | 302 | |
| Robert W. Decherd | | | | | | Jaime A. Ramirez | | |
| Mae C. Jemison | | | | | | Dunia A. Shive | | |
| December 31, 2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Valuation allowance | | | $ | 248 | | | | | $ | 21 | | | | | $ | — | | | | | $ | (3) | | | | | | | | | | | $ | 272 | |