Kimberly-Clark (KMB) 10-K risk factor changes: FY2024 vs FY2023
The 2024-12-31 10-K against the 2023-12-31 one, compared heading by heading and sentence by sentence.
Item 1A27 rewritten13 added5 removed162 unchanged
All filing items934 rewritten678 added428 removed1,339 unchanged
Summary
counted, not written
- Item 1A lists 16 risk factor headings: 0 new, 1 reworded and 15 unchanged since FY2023. 0 headings from FY2023 no longer appear.
- Sentence by sentence, 678 added, 428 removed, 934 rewritten and 1,339 unchanged across 21 items that differ.
New Item 1A headings (0)
No risk factor heading in this filing is absent from FY2023.
Removed Item 1A headings (0)
Every FY2023 risk factor heading is still here, word for word or reworded.
Reworded Item 1A headings (1)
- Increasing dependence on key retailers
[removed: in Developed Markets]and the emergence of new sales channels may adversely affect our business.
A heading is new when no FY2023 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 FY2024; struck-through words were in FY2023. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. RISK FACTORS
27 rewritten, 13 added, 5 removed, 162 unchanged
| | | | [removed: 4] [added: 5] | | | KIMBERLY-CLARK CORPORATION *- [removed: 2023] [added: 2024] Annual Report* | | |
Cellulose fiber, in the form of fluff pulp, is a key component in our [removed: personal] [added: disposable diapers, training and youth pants, feminine and incontinence] care [added: products, and other related] products.
We utilize a variety of pricing structures and revenue growth management strategies to manage these [removed: risks but have not used derivative instruments.][added: risks.]
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 [added: organizations and social-activist organizations.]
| | | | [removed: 5] [added: 6] | | | KIMBERLY-CLARK CORPORATION *- [removed: 2023] [added: 2024] Annual Report* | | |
These laws and regulations change frequently, and new legislation continues to be introduced and may be interpreted and applied differently from [removed: jurisdiction to jurisdiction and may create inconsistent or conflicting requirements.]
About half of our net sales come from markets outside the U.S. We and our equity companies have manufacturing facilities in [removed: 33] [added: 30] countries and sell products in a substantial majority of countries around the world.
| | | | [removed: 6] [added: 7] | | | KIMBERLY-CLARK CORPORATION *- [removed: 2023] [added: 2024] Annual Report* | | |
[removed: - Increases] [added: Among other impacts, these movements could cause increases] in dollar-based input costs for operations outside the U.S. due to weaker foreign exchange rates versus the U.S. dollar.
Our operations in Russia and the surrounding region are impacted by the war in [removed: Ukraine.][added: Ukraine.]
[removed: We have] [added: Beginning in March 2022, we significantly adjusted our business in Russia,] substantially [removed: curtailed] [added: curtailing] media, advertising and promotional activity and [removed: suspended] [added: suspending] capital [removed: investments at] [added: investments, other than certain maintenance investments, in] our [removed: single] [added: sole] manufacturing facility in Russia.
[removed: Our ability to continue our reduced operations in Russia may change as we continue to experience increased] [added: We have experienced high] input costs, supply chain complexities, reduced consumer demand, restricted access to raw materials and production assets, [added: and] restricted access to financial [removed: institutions and increased] [added: institutions, as well as] supply chain, professional services, monetary, currency, trade and payment/investment sanctions and related controls.
As the business, [removed: geopolitical,] [added: geopolitical] and regulatory environment concerning Russia evolves, we may not be able to sustain the limited manufacture and sale of our products, and our assets may be partially or fully impaired.
| | | | [removed: 7] [added: 8] | | | KIMBERLY-CLARK CORPORATION *- [removed: 2023] [added: 2024] Annual Report* | | |
[removed: (including the COVID-19 pandemic),] [added: These activities are subject to inherent risks such as natural disasters, power outages, fires or explosions, labor strikes or labor shortages, terrorism, epidemics, pandemics,] import restrictions, regional economic, business, environmental or political events (including the wars in 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.
[removed: In addition,] we expect ongoing cost savings from our continuous improvement activities.
| | | | [removed: 8] [added: 9] | | | KIMBERLY-CLARK CORPORATION *- [removed: 2023] [added: 2024] Annual Report* | | |
At the same time, there is growing opposition to initiatives on these matters, [added: including the enactment or proposal of “Anti-ESG” legislation or policies,] and our public reporting on our sustainability initiatives, expectations, and progress, including our ambitions for 2030, may not satisfy the expectations of all stakeholders.
Our inability to attract and retain key personnel could adversely impact our [removed: business.][added: business.]
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 [added: 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.]
| | | | [removed: 9] [added: 10] | | | KIMBERLY-CLARK CORPORATION *- [removed: 2023] [added: 2024] Annual Report* | | |
Our ability to develop new products is affected by whether we can successfully anticipate consumer needs and preferences, develop and fund technological [removed: innovations,] [added: innovations (including advancements such as artificial intelligence, machine learnings] and [added: augmented reality, which may become critical in understanding consumer preferences in the future), and] receive and maintain necessary patent and trademark protection.
Also, if we fail to perfect or successfully assert our intellectual property [removed: rights,] [added: rights (including in response to developments in artificial intelligence technologies),] we may be less competitive, which could adversely affect our business, financial results and financial condition.
Increasing dependence on key retailers [removed: in Developed Markets] and the emergence of new sales channels may adversely affect our business.
Our business is subject to the risk of litigation involving customers, consumers, suppliers, competitors, shareholders, government agencies or others through private actions, class [removed: actions, whistleblower claims, administrative proceedings, regulatory actions or other litigation.]
| | | | [removed: 10] [added: 11] | | | KIMBERLY-CLARK CORPORATION *- [removed: 2023] [added: 2024] Annual Report* | | |
Increases in applicable tax rates, implementation of new taxes, changes in applicable tax laws and interpretations of these tax laws and actions by tax authorities in jurisdictions in which we operate could reduce our [removed: after tax] [added: after-tax] income and have an adverse effect on our results of operations.
Furthermore, the rapid evolution and increased adoption of artificial intelligence technologies may intensify our cybersecurity risks.
jurisdiction to jurisdiction and may create inconsistent or conflicting requirements.
- The imposition of increased or new tariffs, sanctions, export controls, quotas, trade barriers, price floors or similar restrictions on our sales or key commodities, potential changes in U.S. trade programs and trade relations with other countries, or regulations, taxes or policies that might negatively affect our sales or profitability.
In March 2024, we announced our 2024 Transformation Initiative intended to improve our focus on growth and reduce our structural cost base by realigning our internal operating and management structure to streamline our global supply chain and improve the efficiency of our corporate and regional overhead cost structures.
In addition,
Our ability to continue our operations in Russia may change as the situation evolves.
Negative posts or comments about our company, our brands or our employees on social media or web sites (whether factual or not) or security breaches related to use of our social media accounts and failure to respond effectively to these posts, comments or activities could damage our reputation and brand image across the various regions in which we operate.
Placement of our advertisements in social media may also result in damage to our brands if the media itself experiences negative publicity.
Our brands may be associated with or appear alongside harmful content before these platforms or our own social media monitoring can detect this risk to our brand.
In addition, foreign governments may decide to
implement tax and other policies that favor their domestic manufacturers at the expense of international manufacturers, including our company.
These actions could have a significant negative effect on our pricing, market share and operating results in these markets.
actions, whistleblower claims, administrative proceedings, regulatory actions or other litigation.
organizations and social-activist organizations.
There can be no assurance that we will be protected against substantial foreign currency fluctuations.
Beginning in March 2022, we have implemented significant adjustments to our business in Russia.
These activities are subject to inherent risks such as natural disasters, power outages, fires or explosions, labor strikes or labor shortages, terrorism, epidemics, pandemics
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.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
116 rewritten, 268 added, 166 removed, 176 unchanged
This MD&A is intended to provide investors with an understanding of our recent performance, financial [removed: condition] [added: condition, cash flows] and [added: future] prospects.
For a discussion that compares our [removed: 2022] [added: consolidated 2023] results to [removed: 2021,] [added: 2022,] see Management's Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7 of our [removed: 2022] [added: 2023] Annual Report on Form 10-K.
[removed: Dollar amounts] [added: Amounts] are reported in millions, except per share [removed: dollar] amounts, unless otherwise noted.
- Overview of [removed: 2023] [added: 2024] Results
- Critical Accounting [removed: Policies and Use of] Estimates
These measures [removed: include adjusted gross and operating profit, adjusted net income, adjusted earnings] [added: include: Organic Sales Growth, Adjusted Gross Profit, Adjusted Operating Profit, Adjusted Earnings] per [removed: share, adjusted other (income) and expense, net,] [added: Share,] and [removed: adjusted effective tax rate.][added: Adjusted Effective Tax Rate.]
[removed: Non-GAAP] [added: These non-GAAP] financial measures are not meant to be considered in isolation or as a substitute for the comparable GAAP measures, and they should be read only in conjunction with our consolidated financial statements prepared in accordance with GAAP.
The non-GAAP financial measures exclude the following items for the relevant time [removed: periods as indicated in the reconciliations included later in this MD&A:][added: periods:]
- Sale of Brazil [removed: tissue] [added: Tissue] and [removed: K-C] Professional [removed: business] [added: Business] - In 2023, we recognized a net benefit related to the sale of our [removed: Brazil] [added: Neve] tissue [added: brand] and [removed: K-C Professional business.][added: related consumer and professional tissue assets.]
See Item 8, Note [removed: 3] [added: 2] to the consolidated financial statements for details.
- Impairment of [removed: intangible assets] [added: Intangible Assets] - In [added: 2024 and] 2023, we recognized charges related to the impairment of certain intangible assets related to Softex [removed: Indonesia] and Thinx.
See Item 8, Note [removed: 4] [added: 3] to the consolidated financial statements for [added: additional] details.
- Pension [removed: settlements] [added: Settlements] - In [removed: 2023 and 2022,] [added: 2023,] 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.
| | | | 17 | | | KIMBERLY-CLARK CORPORATION *- [removed: 2023] [added: 2024] Annual Report* | | |
Overview of [removed: Business][added: Business and Recent Developments]
We are a global company focused on delivering products and solutions that provide better care for a better world, with manufacturing facilities in [removed: 33] [added: 30] countries, including our equity affiliates, and products sold in more than 175 countries and territories.
These [removed: business] segments are described in greater detail in Item 8, Note 15 to the consolidated financial statements.
- grow our portfolio of brands through innovation, category development and commercial [removed: execution,][added: execution;]
- leverage our cost and financial discipline to fund growth and improve [removed: margins,] [added: margins;] and
On February 24, 2022, we completed our acquisition of a majority and controlling share of [removed: Thinx,] [added: Thinx Inc. (“Thinx”),] an industry leader in the reusable period and incontinence underwear category, for total consideration of [removed: $181 consisting of cash of $53, the fair value of our previously held equity investment of $127, and certain share-based award costs of $1.][added: $181.]
On June 1, 2023, we completed the sale [removed: transaction, announced on October 24, 2022,] [added: transaction] of our Neve tissue brand and related consumer and [removed: K-C Professional] [added: professional] tissue assets in Brazil for [removed: $212, including the base purchase price of $175 and working capital and other closing adjustments of $37.][added: $212.]
[removed: The assets included in the sale agreement were reclassified to Other current assets as of December 31, 2022, and upon] [added: 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 [removed: pre-tax,] [added: 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 [removed: after tax).][added: after-tax).]
Overview of [removed: 2023] [added: 2024] Results
Results in 2023 [removed: include] [added: included $658 million of charges from] the [added: impairment of intangible assets and a $44 million] net benefit related to the sale of [removed: the] [added: our] Brazil tissue and [removed: 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.][added: professional business.]
| | | | 18 | | | KIMBERLY-CLARK CORPORATION *- [removed: 2023] [added: 2024] Annual Report* | | |
Cash provided by operations was [removed: $3.5] [added: $3.2] billion in [removed: 2023.][added: 2024.]
Our results of operations have been, and we expect them to continue to be, affected by the following factors and key trends, which may cause our future results of operations to differ from our historical results discussed under [removed: “Results] [added: “Consolidated Results] of [removed: Operations and Related Information.”][added: Operations.”]
To help mitigate the effects of birth rate declines, we aim to drive sales growth at or ahead of category growth rates through innovation, premiumization, strong brand building plans and digital marketing investment as part of our [removed: Elevate and Expand] growth strategy.
| | | | 19 | | | KIMBERLY-CLARK CORPORATION *- [removed: 2023] [added: 2024] Annual Report* | | |
To remain competitive on our operating structure, we continue to work on programs to expand our [removed: profitability.][added: profitability, including our 2024 Transformation Initiative.]
[removed: If we experience] lower sales due to changes in consumer demand for our products, our earnings could decrease.
*Volatility of Global Markets* - Our growth strategy depends in part on our ability to expand our [added: international] operations, including in [removed: D&E Markets.][added: emerging markets.]
Some [removed: D&E Markets] [added: of these markets] have greater political, economic and currency volatility and greater vulnerability to infrastructure and labor disruptions.
[removed: We have] [added: Beginning in March 2022, we significantly adjusted our business in Russia,] substantially [removed: curtailed] [added: curtailing] media, advertising and promotional activity and [removed: suspended] [added: suspending] capital [removed: investments] [added: investments, other than certain maintenance investments,] in our sole manufacturing facility in Russia.
[added: *War in Ukraine* -] Consistent with the humanitarian nature of our products, we manufacture and sell only essential items in Russia, such as baby diapers and feminine pads, which are critical to the health and hygiene of women, girls and babies.
Our Russia business has represented approximately [removed: 1] [added: 1%] to [removed: 2 percent] [added: 2%] of our net global sales, operating profit and total assets.
[removed: Our business in Russia is experiencing increased] [added: We have experienced high] input costs, supply chain complexities, reduced consumer demand, restricted access to raw materials and production assets, and restricted access to financial institutions, as well as [removed: increased] supply chain, professional services, monetary, currency, trade and payment/investment sanctions and related controls.
[removed: We are actively monitoring the situation, and as] [added: As] the business, geopolitical and regulatory environment concerning Russia evolves, we may not be able to sustain the limited manufacture and sale of our products, and our assets may be partially or fully impaired.
| | | | 20 | | | KIMBERLY-CLARK CORPORATION *- [removed: 2023] [added: 2024] Annual Report* | | |
This discussion and analysis compares 2024 results to 2023, with the exception of our segment results, which also compares 2023 results to 2022 as part of the change in our reportable segments discussed below.
- Summary of Non-GAAP Financial Measures
For additional information and reconciliations to the most closely comparable financial measures presented in our consolidated financial statements, which are calculated in accordance with U.S. GAAP, see "Summary of Non-GAAP Financial Measures" below.
2024 Transformation Initiative
On March 27, 2024, we announced the 2024 Transformation Initiative designed to sharpen our strategic focus through a new operating model that leverages three synergistic forces:
- Accelerating pioneering innovation to capture significant growth available in our categories by investing in science and technology to satisfy unmet and evolving consumer needs;
- Optimizing our margin structure to deliver superior consumer propositions and implement initiatives and deploy technology and data analytics designed to create a fast, adaptable, integrated supply chain with greater visibility that can deliver continuous improvement; and
- Wiring our organization for growth to drive agility, speed, and focused execution that extends our competitive advantages further into the future.
The 2024 Transformation Initiative is intended to improve our focus on growth and reduce our structural cost base by realigning our internal operating and management structure to streamline our global supply chain and improve the efficiency of our corporate and regional overhead cost structures.
The transformation is expected to impact our organization in all major geographies, and workforce reductions are expected to be in the range of 4% to 5%.
Certain actions under the 2024 Transformation Initiative are being finalized for implementation, and accounting for such actions will commence when the actions are authorized for execution.
The 2024 Transformation Initiative is expected to be completed by the end of 2026.
Total pre-tax savings are expected to be $3.0 billion in gross productivity; inclusive of input cost and manufacturing cost savings, and $200 in selling, general and administrative expenses.
Total costs are anticipated to be approximately $1.5 billion pre-tax.
Cash costs are expected to be approximately half of that amount, primarily related to workforce reductions.
Expected non-cash charges are primarily related to incremental depreciation and asset write-offs, including losses associated with the expected exit of certain markets.
For the year ended December 31, 2024, total 2024 Transformation Initiative charges were $457 pre-tax ($339 after-tax).
Change in Reportable Segments
As part of the 2024 Transformation Initiative and the realignment of our internal operating and management structure during the fourth quarter of 2024, we manage and report our operations through three reportable segments defined by geographic regions and product groupings: North America ("NA"), International Personal Care ("IPC") and International Family Care and Professional ("IFP").
Further, our measure of segment profitability was changed to include the effects of changes in exchange rates on monetary assets and liabilities for subsidiaries where we have adopted highly inflationary accounting.
These changes reflect the manner in which our chief operating decision maker develops, executes and evaluates global strategies to drive growth and profitability.
Segment results for the historical periods presented in these consolidated financial statements have been recast to reflect these changes.
These changes had no impact on our previously reported consolidated net sales, operating profit, net income attributable to Kimberly-Clark or earnings per share.
Acquisition and Divestiture Activity
On July 1, 2024, we completed the sale transaction that was announced on April 7, 2024, of our personal protective equipment ("PPE") business for total consideration of $635, including the initial purchase price of $640 less working capital and other closing adjustments of $5.
The transaction included Kimtech branded products, such as gloves, apparel and masks, and KleenGuard branded products, such as gloves, apparel, respirators and eyewear, which serve a variety of scientific and industrial industries globally.
Upon closure of the transaction, a pre-tax gain of $566 ($453 after-tax) was recognized in Other (income) and expense, net.
This gain is net of transaction costs of $14 that were determined to be directly attributable to the sale transaction.
Subsequently in 2023, we acquired the remaining outstanding ownership interests in Thinx for additional purchase consideration of $95.
See Item 8, Note 3 to the consolidated financial statements for additional details.
- Net sales of $20.1 billion declined 1.8% primarily due to unfavorable currency impacts and divestitures and business exits.
Organic sales increased 3.2% driven by higher pricing, primarily in hyperinflationary economies, and volume and mix gains.
- Operating Profit of $3.2 billion increased 36.9% while Net Income Attributable to Kimberly-Clark of $2.5 billion increased 44.3%.
Results primarily benefited from higher gross margins and the gain on sale of our PPE business, partially offset by charges related to the 2024 Transformation Initiative.
Prior year results were primarily impacted by charges related to the impairment of intangible assets.
- Diluted earnings per share were $7.55 compared to $5.21, an increase of 44.9%, reflective of the growth in net income.
Results in 2024 included a net benefit of $0.25 for items not reflective of our ongoing operations compared with a net charge of $1.36 in the prior year.
We raised our dividend in 2024 by 3.4%, the 52nd consecutive annual increase in our dividend, and altogether share repurchases and dividends in 2024 amounted to $2.6 billion.
In 2025, we will continue executing on our Powering Care growth strategy and its three strategic pillars: accelerate pioneering innovation, optimize our margin structure, and wire our organization for growth.
Our first pillar focuses on
This discussion and analysis compares 2023 results to 2022.
In addition, we provide commentary regarding organic sales growth, which describes the impact of changes in volume, product mix and net selling prices on net sales.
Changes in foreign currency exchange rates, acquisitions and exited businesses also impact the year-over-year change in net sales.
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.
- New Accounting Standards
- Acquisition of controlling interest in Thinx – In the first quarter of 2022, we increased our investment in Thinx.
As a result of this transaction, a net benefit was recognized, primarily due to the non-recurring, non-cash gain recognized related to the remeasurement of the carrying value of our previously held equity investment to fair value, partially offset by transaction and integration costs.
We have three reportable business segments: Personal Care, Consumer Tissue and K-C Professional.
We describe our business outside North America in two groups – Developing and Emerging Markets ("D&E") and Developed Markets.
D&E Markets comprise Eastern Europe, the Middle East and Africa, Latin America and Asia-Pacific, excluding Australia and South Korea.
Developed Markets consist of Western and Central Europe, Australia and South Korea.
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.
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.
- Net sales of $20.4 billion increased 1 percent.
Organic sales increased 5 percent, while changes in foreign currency exchange rates decreased sales by 3 percent and exited business decreased sales by 1 percent.
- In North America, organic sales increased 4 percent in consumer products and increased 8 percent in K-C Professional.
- Outside North America, organic sales increased 5 percent in D&E Markets and increased 4 percent in Developed Markets.
- Operating Profit and Net Income Attributable to Kimberly-Clark were $2,344 and $1,764 in 2023, respectively.
- Diluted earnings per share were $5.21 in 2023 compared to $5.72 in 2022.
Results in 2022 include a net benefit of $0.20 associated with the acquisition of Thinx, primarily due to the non-recurring, non-cash gain recognized related to the
remeasurement of the carrying value of our previously held equity investment to fair value, partially offset by transaction and integration costs, and pension settlement charges of $0.12.
We raised our dividend in 2023 by 2 percent, the 51st consecutive annual increase in our dividend.
Altogether, share repurchases and dividends in 2023 amounted to $1.8 billion.
In 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.
Our growth strategy is built on two pillars.
Elevate our core business is our first pillar and is driven by delivering value-added innovations and driving category opportunities.
Expanding our markets is our second pillar and emphasizes Personal Care.
Both strategies are enabled by our focus on accelerating and investing in our commercial capabilities through digital marketing, revenue growth management, consumer-inspired innovation and strong in-market execution.
Our strong legacy of financial discipline supports our growth strategy by driving ongoing supply chain productivity through our FORCE (Focused On Reducing Costs Everywhere) program, controlling discretionary spending, driving down working capital and maintaining the top-tier return on invested capital.
Our capital allocation strategy is consistent with our historical approach of disciplined capital spending, payment of a top tier dividend, evaluation of acquisition opportunities and allocation of excess cash flow to share repurchases.
*COVID-19* - The macro business environment has experienced unprecedented volatility in recent years reflecting the effects of the global COVID-19 pandemic on supply and demand dynamics.
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.
Resulting supply shortages led to record levels of inflation in commodities and other costs.
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.
Additionally, consumer purchasing power has generally been impacted negatively by the inflation driven by the effects of the pandemic which can impact consumer purchasing patterns.
In 2022 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.
An excerpt. Shown here: 40 of 116 rewritten, 40 of 268 added and 40 of 166 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 FY2024 filing and the FY2023 filing.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
14 rewritten, 1 added, 3 removed, 36 unchanged
Derivative instruments are used only for risk management purposes and not for [removed: speculation.][added: speculation, and are primarily entered into with major financial institutions.]
We also utilize [removed: cross currency] [added: cross-currency] swaps and foreign denominated debt to hedge certain investments in foreign subsidiaries.
The balance sheet effect is calculated by multiplying each affiliate's net monetary asset or liability position by a [removed: 10 percent] [added: 10%] change in the foreign currency exchange rate versus the U.S. dollar.
As of December 31, [removed: 2023,] [added: 2024,] a [removed: 10 percent] [added: 10%] 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: 2023] [added: 2024] rates and the assumed rates.
| | | | [removed: 30] [added: 34] | | | KIMBERLY-CLARK CORPORATION *- [removed: 2023] [added: 2024] Annual Report* | | |
As of December 31, [removed: 2023,] [added: 2024,] K-C Argentina had an immaterial net peso monetary position and a [removed: 10 percent] [added: 10%] unfavorable change in the exchange rate would not be material.
As of April 1, 2022, we [removed: elected to adopt] [added: adopted] highly inflationary accounting for our operations in Türkiye (“K-C Türkiye”), and their functional currency is also the U.S. dollar.
As of December 31, [removed: 2023,] [added: 2024,] K-C Türkiye had an immaterial net lira monetary position and a [removed: 10 percent] [added: 10%] unfavorable change in the exchange rate would not be material.
The hypothetical change in UTA is calculated by multiplying the net assets of these non-U.S. operations by a [removed: 10 percent] [added: 10%] change in the currency exchange rates.
As of December 31, [removed: 2023,] [added: 2024,] a [removed: 10 percent] [added: 10%] 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 $600.
[removed: At] [added: As of] December 31, [removed: 2023,] [added: 2024,] the long-term debt portfolio was comprised of primarily fixed-rate debt.
In some instances, we use contracts of varying durations along with strategic pricing mechanisms to manage volatility for a portion of our commodity [removed: costs, but derivative instruments have not been used to manage these risks.][added: costs.]
| | | | [removed: 31] [added: 35] | | | KIMBERLY-CLARK CORPORATION *- [removed: 2023] [added: 2024] Annual Report* | | |
As of December 31, 2024, a 1 percentage point increase in the applicable interest rates of our variable-rate debt would not materially impact the amount of interest expense recognized for the year ended December 31, 2024.
Foreign currency derivative instruments are primarily entered into with major financial institutions.
In order to determine the impact of changes in interest rates on our financial position or future results of operations, we calculated the increase or decrease in the market value of fixed-rate debt using a 10 percent change in current market interest rates and the rates governing these instruments.
At December 31, 2023, a 10 percent decrease in interest rates would have increased the fair value of unhedged fixed-rate debt by about $347, which would not have a significant impact on our financial statements as we do not record unhedged fixed-rate debt at fair value.
Item 1. BUSINESS
15 rewritten, 26 added, 20 removed, 77 unchanged
We are a global company focused on delivering products and solutions that provide better care for a better world through product innovation and building our [removed: personal care, consumer tissue and K-C Professional] brands.
[removed: Dollar amounts] [added: Amounts within this Annual Report on Form 10-K] are reported in millions, except per share [removed: dollar] amounts, unless otherwise noted.
Products for [removed: away-from-home] [added: professional] use are sold through distributors, directly to manufacturing, lodging, office building, food service, and high-volume public facilities, and through e-commerce.
Our largest customer, Walmart Inc., represented approximately [removed: 13 percent] [added: 14%] in [added: 2024 and 13% in] 2023 and 2022 [removed: and 14 percent in 2021] of our consolidated net sales.
Net sales to Walmart Inc. were primarily in the [removed: Personal Care and Consumer Tissue segments.][added: NA segment.]
| | | | 1 | | | KIMBERLY-CLARK CORPORATION *- [removed: 2023] [added: 2024] Annual Report* | | |
Polypropylene and other synthetics and chemicals are the primary raw materials for manufacturing nonwoven fabrics, which are used in disposable diapers, training and youth pants, wet wipes, feminine pads, incontinence care products, and [removed: away-from-home] [added: professional] wipers and apparel.
We strive to make lives better while also working to help safeguard the earth’s natural [removed: systems.][added: ecosystems.]
| | | | 2 | | | KIMBERLY-CLARK CORPORATION *- [removed: 2023] [added: 2024] Annual Report* | | |
For [removed: 2024] [added: 2025] and [removed: 2025,] [added: 2026,] 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 average approximately [removed: $50] [added: $60] 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: $100] [added: $115] in [removed: 2024] [added: 2025] and [removed: $110] [added: $140] in [removed: 2025.][added: 2026.]
We had approximately [removed: 41,000] [added: 38,000] employees as of December 31, [removed: 2023] [added: 2024] in our consolidated operations.
Approximately [removed: 35 percent] [added: 35%] of our employees were located in North America and the remainder were in approximately 60 countries outside of North America.
Overall, approximately [removed: 55 percent] [added: 55%] of our workforce was directly involved in manufacturing and distribution operations.
| | | | 3 | | | KIMBERLY-CLARK CORPORATION *- [removed: 2023] [added: 2024] Annual Report* | | |
Fueled by ingenuity, creativity, and an understanding of people's most essential needs, we create products that help individuals experience more of what's important to them.
Our portfolio of brands, including Huggies, Kleenex, Scott, Kotex, Cottonelle, Poise, Depend, Andrex, Pull-Ups, GoodNites, Intimus, Plenitud, Sweety, Softex, Viva and WypAll, encompass five global daily-need product categories: Baby & Child Care, Adult Care, Feminine Care, Family Care, and Professional.
We strive to use sustainable practices that support a healthy planet, build strong communities, and ensure our business will thrive for decades to come.
Business Strategy and Segment Reporting
During fiscal 2024, we announced our 2024 Transformation Initiative in order to create a more agile and focused operating structure that will accelerate our proprietary pipeline of innovation in right-to-win spaces and improve our growth trajectory, profitability, and returns on investment.
This new operating structure leverages three synergistic forces:
- Accelerating pioneering innovation to capture significant growth available in our product categories by investing in science and technology to satisfy unmet and evolving consumer needs;
- Optimizing our margin structure to deliver superior consumer propositions and implement initiatives and deploy technology and data analytics designed to create a fast, adaptable, integrated supply chain with greater visibility that can deliver continuous improvement; and
- Wiring our organization for growth to drive agility, speed, and focused execution that extends our competitive advantages further into the future.
As part of this transformation, we realigned our internal operating and management structure to streamline our global supply chain and improve the efficiency of our corporate and regional overhead cost structures.
As a result of this realignment, we manage and report our operations through three reportable segments defined by geographic regions and product groupings: North America ("NA"), International Personal Care ("IPC") and International Family Care and Professional ("IFP").
Further, our measure of segment profitability was changed to include the effects of changes in exchange rates on monetary assets and liabilities for subsidiaries where we have adopted highly inflationary accounting.
Segment results for the historical periods presented in these consolidated financial statements have been recast to reflect these changes.
These changes had no impact on our previously reported consolidated net sales, operating profit, net income attributable to Kimberly-Clark or earnings per share.
These segments are described in greater detail in Item 8, Note 15 to the consolidated financial statements.
Distribution and Customers
Acquisitions and Divestitures
During the periods included within this Annual Report on Form 10-K, we completed the following acquisition and divestiture activity:
- 2024 - The sale of our personal protective equipment business which included Kimtech branded products such as gloves, apparel and masks, and KleenGuard branded products such as gloves, apparel, respirators and eyewear.
This business and brands serve a variety of scientific and industrial industries globally.
- 2023 - The acquisition of the remaining shares of Thinx Inc. (“Thinx”), an industry leader in the reusable period and incontinence underwear category.
- 2023 - The sale of our Neve tissue brand and related consumer and professional tissue assets in Brazil.
These transactions are discussed in greater detail in Item 8, Note 3 to the consolidated financial statements.
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | 4 | | | KIMBERLY-CLARK CORPORATION *- 2024 Annual Report* | | |
We are organized into operating segments based on product groupings.
These operating segments have been aggregated into three reportable global business segments as follows:
- *Personal Care* brands offer our consumers a trusted partner in caring for themselves and their families by delivering confidence, protection and discretion through a wide variety of innovative solutions and products such as disposable diapers, training and youth pants, swimpants, baby wipes, feminine and incontinence care products, reusable underwear and other related products.
Products in this segment are sold under the Huggies, Pull-Ups, Little Swimmers, GoodNites, DryNites, Sweety, Kotex, U by Kotex, Intimus, Thinx, Poise, Depend, Plenitud, Softex and other brand names.
- *Consumer Tissue* offers a wide variety of innovative solutions and trusted brands that responsibly improve everyday living for families around the world.
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, 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, personal protective equipment, soaps and sanitizers.
Our brands, including Kleenex, Scott, WypAll, Kimtech and KleenGuard are well known for quality and trusted to help people around the world work better.
These reportable segments were determined in accordance with how our chief operating decision maker and our executive managers develop and execute our global strategies to drive growth and profitability of our Personal Care, Consumer Tissue and K-C Professional operations.
These strategies include global plans for branding and product positioning, technology, research and development programs, cost reductions including supply chain management and capacity, and capital investments for each of these businesses.
On February 24, 2022, we completed our acquisition of a majority and controlling share of Thinx Inc. (“Thinx”), an industry leader in the reusable period and incontinence underwear category, for total consideration of $181 consisting of cash of $53, the fair value of our previously held equity investment of $127, and certain share-based award costs of $1.
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.
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.
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.
Foreign Market Risks
We operate and market our products globally, and our business strategy includes targeted growth in Latin America, Asia, the Middle East and Africa.
See Item 1A, "Risk Factors" for a discussion of foreign market risks that may affect our financial results.
Cover and table of contents
27 rewritten, 5 added, 5 removed, 66 unchanged
For the fiscal year ended December 31, [removed: 2023][added: 2024]
[removed: ][added: ]
The aggregate market value of the registrant's common stock held by non-affiliates on June 30, [removed: 2023] [added: 2024] (based on closing stock price on the New York Stock Exchange as of such date) was approximately [removed: $46.7] [added: $46.6] billion.
As of January 31, [removed: 2024,] [added: 2025,] there were [removed: 336,883,198] [added: 331,684,601] shares of Kimberly-Clark common stock outstanding.
Certain information contained in the definitive Proxy Statement for Kimberly-Clark's [added: 2025] Annual Meeting of Stockholders to be held on May [removed: 2, 2024] [added: 1, 2025] is incorporated by reference into Part III.
| Item 1. | | | [removed: [Business](#i3a909bf730c54ed3a936da9775341ee6_13)] [added: Business] | | | [removed: [1](#i3a909bf730c54ed3a936da9775341ee6_13)] [added: [1](#ie31077d6f8ff44a281287f2341b97b00_1672)] | | |
| Item 1A. | | | [Risk [removed: Factors](#i3a909bf730c54ed3a936da9775341ee6_16)] [added: Factors](#ie31077d6f8ff44a281287f2341b97b00_16)] | | | [removed: [4](#i3a909bf730c54ed3a936da9775341ee6_16)] [added: [5](#ie31077d6f8ff44a281287f2341b97b00_16)] | | |
| Item 1B. | | | [Unresolved Staff [removed: Comments](#i3a909bf730c54ed3a936da9775341ee6_19)] [added: Comments](#ie31077d6f8ff44a281287f2341b97b00_19)] | | | [removed: [11](#i3a909bf730c54ed3a936da9775341ee6_19)] [added: [12](#ie31077d6f8ff44a281287f2341b97b00_19)] | | |
| Item 1C. | | | [removed: [Cybersecurity](#i3a909bf730c54ed3a936da9775341ee6_1392)] [added: [Cybersecurity](#ie31077d6f8ff44a281287f2341b97b00_22)] | | | [removed: [11](#i3a909bf730c54ed3a936da9775341ee6_19)] [added: [12](#ie31077d6f8ff44a281287f2341b97b00_19)] | | |
| Item 3. | | | [Legal [removed: Proceedings](#i3a909bf730c54ed3a936da9775341ee6_25)] [added: Proceedings](#ie31077d6f8ff44a281287f2341b97b00_28)] | | | [removed: [13](#i3a909bf730c54ed3a936da9775341ee6_25)] [added: [14](#ie31077d6f8ff44a281287f2341b97b00_28)] | | |
| Item 4. | | | [Mine Safety [removed: Disclosures](#i3a909bf730c54ed3a936da9775341ee6_28)] [added: Disclosures](#ie31077d6f8ff44a281287f2341b97b00_31)] | | | [removed: [13](#i3a909bf730c54ed3a936da9775341ee6_28)] [added: [14](#ie31077d6f8ff44a281287f2341b97b00_31)] | | |
| Item 5. | | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i3a909bf730c54ed3a936da9775341ee6_37)] [added: Securities](#ie31077d6f8ff44a281287f2341b97b00_40)] | | | [removed: [16](#i3a909bf730c54ed3a936da9775341ee6_37)] [added: [17](#ie31077d6f8ff44a281287f2341b97b00_40)] | | |
| Item 7. | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i3a909bf730c54ed3a936da9775341ee6_43)] [added: Operations](#ie31077d6f8ff44a281287f2341b97b00_1649267443186)] | | | [removed: [17](#i3a909bf730c54ed3a936da9775341ee6_43)] [added: [17](#ie31077d6f8ff44a281287f2341b97b00_1649267443186)] | | |
| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i3a909bf730c54ed3a936da9775341ee6_52)] [added: Risk](#ie31077d6f8ff44a281287f2341b97b00_55)] | | | [removed: [30](#i3a909bf730c54ed3a936da9775341ee6_52)] [added: [34](#ie31077d6f8ff44a281287f2341b97b00_55)] | | |
| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i3a909bf730c54ed3a936da9775341ee6_55)] [added: Data](#ie31077d6f8ff44a281287f2341b97b00_58)] | | | [removed: [32](#i3a909bf730c54ed3a936da9775341ee6_55)] [added: [36](#ie31077d6f8ff44a281287f2341b97b00_58)] | | |
| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i3a909bf730c54ed3a936da9775341ee6_127)] [added: Disclosure](#ie31077d6f8ff44a281287f2341b97b00_130)] | | | [removed: [70](#i3a909bf730c54ed3a936da9775341ee6_127)] [added: [75](#ie31077d6f8ff44a281287f2341b97b00_130)] | | |
| Item 9A. | | | [Controls and [removed: Procedures](#i3a909bf730c54ed3a936da9775341ee6_130)] [added: Procedures](#ie31077d6f8ff44a281287f2341b97b00_133)] | | | [removed: [70](#i3a909bf730c54ed3a936da9775341ee6_130)] [added: [75](#ie31077d6f8ff44a281287f2341b97b00_133)] | | |
| Item 9B. | | | [Other [removed: Information](#i3a909bf730c54ed3a936da9775341ee6_133)] [added: Information](#ie31077d6f8ff44a281287f2341b97b00_136)] | | | [removed: [71](#i3a909bf730c54ed3a936da9775341ee6_133)] [added: [76](#ie31077d6f8ff44a281287f2341b97b00_136)] | | |
| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions That Prevent [removed: Inspections](#i3a909bf730c54ed3a936da9775341ee6_136)] [added: Inspections](#ie31077d6f8ff44a281287f2341b97b00_139)] | | | [removed: [71](#i3a909bf730c54ed3a936da9775341ee6_136)] [added: [76](#ie31077d6f8ff44a281287f2341b97b00_139)] | | |
| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i3a909bf730c54ed3a936da9775341ee6_142)] [added: Governance](#ie31077d6f8ff44a281287f2341b97b00_145)] | | | [removed: [72](#i3a909bf730c54ed3a936da9775341ee6_142)] [added: [77](#ie31077d6f8ff44a281287f2341b97b00_145)] | | |
| Item 11. | | | [Executive [removed: Compensation](#i3a909bf730c54ed3a936da9775341ee6_145)] [added: Compensation](#ie31077d6f8ff44a281287f2341b97b00_148)] | | | [removed: [72](#i3a909bf730c54ed3a936da9775341ee6_145)] [added: [77](#ie31077d6f8ff44a281287f2341b97b00_148)] | | |
| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i3a909bf730c54ed3a936da9775341ee6_148)] [added: Matters](#ie31077d6f8ff44a281287f2341b97b00_151)] | | | [removed: [72](#i3a909bf730c54ed3a936da9775341ee6_148)] [added: [77](#ie31077d6f8ff44a281287f2341b97b00_151)] | | |
| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i3a909bf730c54ed3a936da9775341ee6_151)] [added: Independence](#ie31077d6f8ff44a281287f2341b97b00_154)] | | | [removed: [72](#i3a909bf730c54ed3a936da9775341ee6_151)] [added: [77](#ie31077d6f8ff44a281287f2341b97b00_154)] | | |
| Item 14. | | | [Principal Accountant Fees and [removed: Services](#i3a909bf730c54ed3a936da9775341ee6_154)] [added: Services](#ie31077d6f8ff44a281287f2341b97b00_157)] | | | [removed: [72](#i3a909bf730c54ed3a936da9775341ee6_154)] [added: [77](#ie31077d6f8ff44a281287f2341b97b00_157)] | | |
| Item 15. | | | [Exhibits, Financial Statement [removed: Schedules](#i3a909bf730c54ed3a936da9775341ee6_160)] [added: Schedules](#ie31077d6f8ff44a281287f2341b97b00_163)] | | | [removed: [73](#i3a909bf730c54ed3a936da9775341ee6_160)] [added: [78](#ie31077d6f8ff44a281287f2341b97b00_163)] | | |
| Item 16. | | | [Form 10-K [removed: Summary](#i3a909bf730c54ed3a936da9775341ee6_163)] [added: Summary](#ie31077d6f8ff44a281287f2341b97b00_166)] | | | [removed: [76](#i3a909bf730c54ed3a936da9775341ee6_163)] [added: [81](#ie31077d6f8ff44a281287f2341b97b00_166)] | | |
| | | | | | | KIMBERLY-CLARK CORPORATION - [removed: *2023] [added: *2024] Annual Report* | | |
| | | | | | | | | | | | | | | |
| Item 2. | | | [Properties](#ie31077d6f8ff44a281287f2341b97b00_25) | | | [14](#ie31077d6f8ff44a281287f2341b97b00_25) | | |
| | | | [Information About Our Executive Officers](#ie31077d6f8ff44a281287f2341b97b00_34) | | | [15](#ie31077d6f8ff44a281287f2341b97b00_34) | | |
| Item 6. | | | [\[Reserved\]](#ie31077d6f8ff44a281287f2341b97b00_43) | | | [17](#ie31077d6f8ff44a281287f2341b97b00_43) | | |
| [Signature](#ie31077d6f8ff44a281287f2341b97b00_169)[s](#ie31077d6f8ff44a281287f2341b97b00_169) | | | | | | [82](#ie31077d6f8ff44a281287f2341b97b00_169) | | |
| 0.625% Notes due 2024 | | | | | | KMB24 | | | | | | New York Stock Exchange | | |
| 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 6. | | | [Selected Financial Data](#i3a909bf730c54ed3a936da9775341ee6_40) | | | [16](#i3a909bf730c54ed3a936da9775341ee6_40) | | |
| [Signatures](#i3a909bf730c54ed3a936da9775341ee6_166) | | | | | | [77](#i3a909bf730c54ed3a936da9775341ee6_166) | | |
Item 1C. CYBERSECURITY
9 rewritten, 2 added, 0 removed, 43 unchanged
- [removed: third party engagements to perform] periodic [removed: penetration testing and] [added: third-party] reviews of program maturity [added: are conducted] based on the National Institute of Standards and Technology ("NIST") [removed: cybersecurity framework;][added: Cybersecurity Framework;]
Our [added: interim] Chief Information Security Officer (“CISO”) oversees a team with extensive cybersecurity knowledge and experience.
| | | | [removed: 11] [added: 12] | | | KIMBERLY-CLARK CORPORATION *- [removed: 2023] [added: 2024] Annual Report* | | |
Our [added: interim] 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.
We actively monitor the evolving cybersecurity and geopolitical landscapes that could result in new or increased cybersecurity threat including geopolitical events such as the [removed: Russia invasion of Ukraine] [added: war] in [removed: March 2022.][added: Ukraine.]
Our CDTO has served in various information technology roles for over [removed: 26] [added: 27] years, including as Chief Digital and Technology Officer of Kimberly-Clark and as Executive Vice President and Chief Digital Officer of Toyota Motors North America, Inc. Our [added: interim] CISO has served [removed: as a chief] [added: in various] information [removed: security officer or equivalent role at large public and private companies] [added: technology roles] for over [removed: 16] [added: 20] years.
Our [added: interim] CISO also has several information technology-related certifications, including the Certified Information Systems Security Professional ("CISSP") certification.
Our [added: interim] CISO reports to our CDTO, who in turn regularly reports to our Chairman of the Board and Chief Executive Officer.
| | | | [removed: 12] [added: 13] | | | KIMBERLY-CLARK CORPORATION *- [removed: 2023] [added: 2024] Annual Report* | | |
- deployment of best in-class solutions to enhance our security posture;
- penetration testing performed by a dedicated specialized team that is supplemented with periodic third-party engagements;
Item 2. PROPERTIES
8 rewritten, 3 added, 3 removed, 3 unchanged
- [removed: our] [added: Our global headquarters and] principal executive office located in the Dallas, Texas metropolitan area;
- [removed: five operating segment and] [added: Five] geographic headquarters at three U.S. and two international locations; and
| Geographic Area: | | | [added: | | |] Number of Facilities | | |
| North America (in 14 states in the U.S.) | | | [added: | | |] 28 | | |
| Outside North [removed: America] [added: America(a)] | | | [removed: 54] | | | [added: 51 | | |]
| Total (in [removed: 33] [added: 30] countries) | | | [removed: 82] | | | [added: 79 | | |]
Many of these facilities produce multiple products, some across multiple [added: business] segments.
[removed: Consumer tissue and K-C Professional] [added: (a) IPC] products are produced in [removed: 47] [added: 31] facilities and [removed: personal care] [added: IFP] products are produced in [removed: 48] [added: 27] facilities.
As of December 31, 2024, we own or lease the following principal offices:
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
As of December 31, 2023, we own or lease:
| | | | | | |
| --- | --- | --- | --- | --- | --- |
Item 4. MINE SAFETY DISCLOSURES
26 rewritten, 13 added, 23 removed, 36 unchanged
| | | | [removed: 13] [added: 14] | | | KIMBERLY-CLARK CORPORATION *- [removed: 2023] [added: 2024] Annual Report* | | |
The names and ages of our executive officers as of February [removed: 8, 2024,] [added: 13, 2025,] together with certain biographical information, are as follows:
Ehab Abou-Oaf, [removed: 57,] [added: 58,] was elected [removed: President of K-C] [added: President, International Family Care and] Professional in [removed: 2022.][added: October 2024.]
[removed: Previously,] [added: Prior to that,] he served as [added: President of K-C Professional since 2022 and as] Vice President, Middle East & Africa [removed: since 2020.][added: from 2020 to 2022.]
Mr. [removed: Abouf-Oaf] [added: Abou-Oaf] joined Kimberly-Clark from Mars, Inc., a manufacturer of confectionery, pet food, and other food products, where he had a number of positions with increasing responsibility over 19 years, [removed: including] [added: most recently as] Regional President, Asia, Middle East & Africa [removed: Confectionery from 2017 to 2019 and Regional President, Asia Pacific, Middle East & Northern Africa Chocolate from 2016 to 2017.][added: Confectionery.]
Tamera Fenske, [removed: 45,] [added: 46,] was elected Senior Vice President and Chief Supply Chain Officer in 2022.
She is responsible for [added: the global, end-to-end supply chain, which includes] procurement, manufacturing, [added: distribution,] logistics, transportation, [added: quality,] safety and [removed: sustainability, as well as our global nonwovens division.][added: sustainability.]
Ms. Fenske joined Kimberly-Clark from 3M [removed: Company] [added: Company, a global manufacturing and technology company,] where she served in multiple roles of increasing responsibility, most recently as Senior Vice President, U.S. and Canada Manufacturing and Supply Chain from February 2022 to September 2022, Senior Vice President Global Operations, Transportation & Electronics Business Group (TEBG) from 2021 to February 2022, Vice President of Global Operations, TEBG, from 2020 to 2021, Mfg/SC/LSS Vice President from 2018 to 2020, and Customer Value Stream Vice President from 2016 to 2018.
Zackery Hicks, [removed: 60,] [added: 61,] was elected Chief Digital and Technology Officer in 2022.
Mr. Hicks joined Kimberly-Clark from Toyota [removed: Motors] [added: Motor] North America, Inc., a subsidiary of Toyota Motor Corporation, a multinational automotive manufacturer, where he served as Executive Vice President and Chief Digital Officer since April 2018, and held roles of increasing responsibility with Toyota since 1996, including CEO and President of Toyota Connected North America.
Hsu, [removed: 59,] [added: 60,] has served as Chairman of the Board since January 2020 and as Chief Executive Officer since January 2019.
Sandra R.A. Karrmann, [removed: 58,] [added: 59,] was elected Senior Vice President and Chief [removed: Human Resources] [added: People] Officer in [removed: 2020.][added: July 2024.]
Prior to joining Tenet, she served as Senior Vice President and Chief Human Resources Officer for United Surgical Partners [removed: International, which operates surgical facilities,] [added: International] since 2013.
| | | | [removed: 14] [added: 15] | | | KIMBERLY-CLARK CORPORATION *- [removed: 2023] [added: 2024] Annual Report* | | |
[removed: Alison Lewis, 56,] [added: Patricia Corsi, 52,] was elected Chief Growth Officer in [removed: 2019.][added: July 2024.]
Ms. [removed: Lewis] [added: Corsi] joined Kimberly-Clark from [removed: Johnson & Johnson,] [added: Bayer AG,] where she served as Chief [removed: Marketing] [added: Marketing, Digital and Information] Officer [removed: of the Global Consumer business] since [removed: 2013.][added: 2022, and as Chief Marketing and Digital Officer from 2019 to 2022.]
[removed: Robert Long, 66,] [added: Craig Slavtcheff, 57,] was elected Chief Research and Development Officer in [removed: 2021.][added: July 2024.]
Mr. [removed: Long] [added: Slavtcheff] joined Kimberly-Clark from [removed: the Coca-Cola] [added: Campbell Soup] Company where he served in multiple roles of increasing responsibility, most recently as [removed: Senior] [added: Executive] Vice [removed: President for Global] [added: President, Chief] R&D and [removed: Chief] Innovation Officer from [removed: 2016] [added: 2019] to [removed: 2021.][added: 2024.]
McGee, [removed: 43,] [added: 44,] was elected Senior Vice [removed: President and] [added: President,] General Counsel [added: and Corporate Secretary] in [removed: February] [added: May] 2024.
From 2015 to 2022, Mr. McGee served in [removed: various] [added: multiple] roles of increasing responsibility at Kimberly-Clark, most recently as Vice President and Senior Deputy General Counsel.
Jeffrey Melucci, [removed: 53,] [added: 54,] was elected Chief [removed: Business] [added: Business, Strategy] and Transformation Officer in [removed: January] [added: October] 2024.
From [added: January 2024 to October 2024, he served as Chief Business and Transformation Officer, from] 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.
Mr. Melucci joined Kimberly-Clark from General Electric, where he served in multiple roles of increasing [removed: responsibility, most recently as General Counsel - Aviation Systems and Aviation Business Development.][added: responsibility.]
Russell Torres, [removed: 52,] [added: 53,] was elected [removed: Group] President, [removed: K-C] North America in [removed: 2021.][added: October 2024.]
Nelson Urdaneta, [removed: 51,] [added: 52,] was elected Senior Vice President and Chief Financial Officer in 2022.
| | | | [removed: 15] [added: 16] | | | KIMBERLY-CLARK CORPORATION *- [removed: 2023] [added: 2024] Annual Report* | | |
He is responsible for our family care and professional businesses in Asia, Latin America, Europe, the Middle East and Africa.
Katy Chen, 44, was elected President, International Personal Care in October 2024.
She is responsible for our personal care businesses in Greater China, Brazil, Indonesia, Australia, New Zealand and Korea.
Prior to that, she served as President, K-C Asia Pacific from April 2024 to October 2024, as Managing Director, K-C China from 2021 to April 2024 and as Senior Director, Marketing BCC & FMC from 2019 to 2021.
Prior to that, Ms. Chen held multiple positions of increasing responsibility within our Asia Pacific operations since she joined Kimberly-Clark in 2009.
Prior to joining Bayer, Ms. Corsi served as Senior Vice President and Chief Marketing Officer, Mexico for Heineken N.V. from 2016 to 2018.
Prior to joining Heineken, Ms. Corsi served in multiple roles of increasing responsibility at Unilever PLC, beginning in 2006.
She also is the founder of Good Latinas for Good, a nonprofit organization.
He also serves on the board of directors of McDonald's Corporation.
She served as Senior Vice President and Chief Human Resources Officer from 2020 to July 2024.
He served as Senior Vice President and General Counsel from February 2024 to May 2024.
He is responsible for our personal care, family care and professional businesses in North America.
Prior to that, he served as Group President, K-C North America since 2021, where he was responsible for our consumer business in North America, and as President of K-C Professional from 2020 to 2021.
He is responsible for our global business to business operations which provide a deep range of essential commercial products and services, including tissue and surface wipers, skin care, safety and do-it-yourself products.
Doug Cunningham, 52, was elected President, K-C Europe, Middle East & Africa ("EMEA") in 2021.
He is responsible for our consumer business in our EMEA region.
Prior to that, he served as Vice President and Managing Director, Australia & New Zealand since 2019.
Mr. Cunningham joined Kimberly-Clark from Johnson & Johnson, a health care products company, where he served in multiple roles across Asia Pacific, North America and Africa, most recently as Managing Director, Johnson & Johnson Pacific.
Prior to her role at Johnson & Johnson, Ms. Lewis served as Chief Marketing Officer, Senior Vice President, North America at The Coca-Cola Company.
Paula S.
Vaz Ramos, 44, was elected Chief Strategy and Transformation Officer in October 2021.
From March 2021 to October 2021 she served as Chief Strategy Officer.
She has global responsibility for our enterprise strategy and transformation activities.
Ms. Ramos joined Kimberly-Clark from McKinsey & Company where she served in multiple roles of increasing responsibility over 18 years, most recently as a Partner.
He is responsible for our consumer business in North America.
From 2020 to 2021, he served as President of K-C Professional.
Gonzalo Uribe, 52, was elected President, K-C Latin America in 2020.
He is responsible for our consumer business in our Latin America region.
From 2018 to 2020 he served as Vice President, North Latin America and from 2017 to 2018 he served as Vice President, Andean Region.
Mr. Uribe joined Kimberly-Clark from Mondelēz International, where he served in multiple roles of increasing responsibility, most recently as Western Andean, Central America and Caribbean General Manager.
Tristram Wilkinson, 55, was elected President, K-C Asia Pacific in 2021.
He is responsible for our consumer business in our Asia Pacific region.
From 2018 to 2021, he served as President, K-C EMEA.
From 2016 to 2018, he served as Vice President and Managing Director, Central & Eastern Europe.
Prior to that, Mr. Wilkinson held a number of positions of increasing responsibility within our EMEA operations, including Vice President and Managing Director, United Kingdom & Ireland.
Mr. Wilkinson joined Kimberly-Clark in 1995.
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
6 rewritten, 5 added, 8 removed, 9 unchanged
As of January 31, [removed: 2024,] [added: 2025,] we had [removed: 16,019] [added: 15,029] holders of record of our common stock.
During [removed: 2023,] [added: 2024,] we repurchased [removed: 1.8] [added: 7.2] million shares of our common stock at a cost of [removed: $225] [added: $1.0 billion] through a broker in the open market.
The following table contains information for shares repurchased during the fourth quarter of [removed: 2023.][added: 2024.]
| [removed: Period (2023)] [added: Period] | | | | | | 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 [removed: Programs(b)] [added: Programs(a)] | | |
(a)Share repurchases were made pursuant to [added: a] share repurchase [removed: programs] [added: program] authorized by our Board of Directors on [removed: November 13, 2014 (the "2014 Program") and] January 22, 2021 (the "2021 Program").
The [removed: 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 billion.
| October 1 to October 31 | | | | | | 289,214 | | | | | | $ | 137.55 | | | | | 6,593,891 | | | | | | 33,406,109 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| November 1 to November 30 | | | | | | 873,078 | | | | | | 135.36 | | | | | | 7,466,969 | | | | | | 32,533,031 | | |
| December 1 to December 31 | | | | | | 662,764 | | | | | | 133.74 | | | | | | 8,129,733 | | | | | | 31,870,267 | | |
| Total | | | | | | 1,825,056 | | | | | | | | | | | | | | | | | | | | |
| 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.
Item 6. [RESERVED]
0 rewritten, 0 added, 4 removed, 0 unchanged
Intentionally Omitted
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | 16 | | | KIMBERLY-CLARK CORPORATION *- 2023 Annual Report* | | |
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
620 rewritten, 329 added, 182 removed, 536 unchanged
CONSOLIDATED [removed: INCOME STATEMENTS][added: STATEMENTS OF INCOME]
| [removed: (Millions of dollars,] [added: (In millions,] except per share amounts) | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |
| Net Sales | | | | | | $ | [removed: 20,431] [added: 20,058] | | | | | $ | [removed: 20,175] [added: 20,431] | | | | | $ | [removed: 19,440] [added: 20,175] | |
| Cost of products sold | | | | | | [removed: 13,399] [added: 12,878] | | | | | | [removed: 13,956] [added: 13,399] | | | | | | [removed: 13,452] [added: 13,956] | | |
| Gross Profit | | | | | | [removed: 7,032] [added: 7,180] | | | | | | [removed: 6,219] [added: 7,032] | | | | | | [removed: 5,988] [added: 6,219] | | |
| Marketing, research and general expenses | | | | | | [removed: 3,961] [added: 4,311] | | | | | | [removed: 3,581] [added: 3,961] | | | | | | [removed: 3,399] [added: 3,581] | | |
| Impairment of intangible assets | | | | | | [removed: 658] [added: 97] | | | | | | [removed: —] [added: 658] | | | | | | — | | |
[removed: |] Other [removed: (income)] [added: Income] and [removed: expense, net | | | | | | 69 | | | | | | (43) | | | | | | 28 | | |][added: Expense, Net]
| Operating Profit | | | | | | [removed: 2,344] [added: 3,210] | | | | | | [removed: 2,681] [added: 2,344] | | | | | | [removed: 2,561] [added: 2,681] | | |
| Nonoperating expense | | | | | | [removed: (96)] [added: (61)] | | | | | | [removed: (73)] [added: (96)] | | | | | | [removed: (86)] [added: (73)] | | |
| Interest income | | | | | | [removed: 66] [added: 48] | | | | | | [removed: 14] [added: 66] | | | | | | [removed: 6] [added: 14] | | |
| Interest expense | | | | | | [removed: (293)] [added: (270)] | | | | | | [removed: (282)] [added: (293)] | | | | | | [removed: (256)] [added: (282)] | | |
| Income Before Income Taxes and Equity Interests | | | | | | [removed: 2,021] [added: 2,927] | | | | | | [removed: 2,340] [added: 2,021] | | | | | | [removed: 2,225] [added: 2,340] | | |
| Provision for income taxes | | | | | | [removed: (453)] [added: (565)] | | | | | | [removed: (495)] [added: (453)] | | | | | | [removed: (479)] [added: (495)] | | |
| Income Before Equity Interests | | | | | | [removed: 1,568] [added: 2,362] | | | | | | [removed: 1,845] [added: 1,568] | | | | | | [removed: 1,746] [added: 1,845] | | |
| Share of net income of equity companies | | | | | | [removed: 196] [added: 216] | | | | | | [removed: 116] [added: 196] | | | | | | [removed: 98] [added: 116] | | |
| Net Income | | | | | | [removed: 1,764] [added: 2,578] | | | | | | [removed: 1,961] [added: 1,764] | | | | | | [removed: 1,844] [added: 1,961] | | |
| Net income attributable to noncontrolling interests | | | | | | [removed: —] [added: (33)] | | | | | | [removed: (27)] [added: —] | | | | | | [removed: (30)] [added: (27)] | | |
| Net Income Attributable to Kimberly-Clark Corporation | | | | | | $ | [removed: 1,764] [added: 2,545] | | | | | $ | [removed: 1,934] [added: 1,764] | | | | | $ | [removed: 1,814] [added: 1,934] | |
| Basic | | | | | | $ | [removed: 5.22] [added: 7.58] | | | | | $ | [removed: 5.73] [added: 5.22] | | | | | $ | [removed: 5.38] [added: 5.73] | |
| Diluted | | | | | | $ | [removed: 5.21] [added: 7.55] | | | | | $ | [removed: 5.72] [added: 5.21] | | | | | $ | [removed: 5.35] [added: 5.72] | |
| | | | [removed: 32] [added: 36] | | | KIMBERLY-CLARK CORPORATION *- [removed: 2023] [added: 2024] Annual Report* | | |
| [removed: (Millions of dollars)] [added: (In millions)] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |
| Net Income | | | | | | $ | [removed: 1,764] [added: 2,578] | | | | | $ | [removed: 1,961] [added: 1,764] | | | | | $ | [removed: 1,844] [added: 1,961] | |
| Unrealized currency translation adjustments | | | | | | [removed: 89] [added: (408)] | | | | | | [removed: (355)] [added: 89] | | | | | | [removed: (288)] [added: (355)] | | |
| Employee postretirement benefits | | | | | | [removed: (15)] [added: 24] | | | | | | [removed: 103] [added: (15)] | | | | | | [removed: 122] [added: 103] | | |
| Cash flow hedges and other | | | | | | [removed: 12] [added: 188] | | | | | | [removed: (185)] [added: 12] | | | | | | [removed: 84] [added: (185)] | | |
| Total Other Comprehensive Income (Loss), Net of Tax | | | | | | [removed: 86] [added: (196)] | | | | | | [removed: (437)] [added: 86] | | | | | | [removed: (82)] [added: (437)] | | |
| Comprehensive Income | | | | | | [removed: 1,850] [added: 2,382] | | | | | | [removed: 1,524] [added: 1,850] | | | | | | [removed: 1,762] [added: 1,524] | | |
| Comprehensive income attributable to noncontrolling interests | | | | | | [removed: 1] [added: (21)] | | | | | | [removed: (19)] [added: 1] | | | | | | [removed: (15)] [added: (19)] | | |
| Comprehensive Income Attributable to Kimberly-Clark Corporation | | | | | | $ | [removed: 1,851] [added: 2,361] | | | | | $ | [removed: 1,505] [added: 1,851] | | | | | $ | [removed: 1,747] [added: 1,505] | |
| | | | [removed: 33] [added: 37] | | | KIMBERLY-CLARK CORPORATION *- [removed: 2023] [added: 2024] Annual Report* | | |
| [removed: (Millions of dollars)] [added: (In millions)] | | | | | | [added: 2024 | | | | | |] 2023 | | | | | | 2022 | | |
| Cash and cash equivalents | | | | | | $ | [removed: 1,093] [added: 1,021] | | | | | $ | [removed: 427] [added: 1,093] | |
| Accounts receivable, net | | | | | | [removed: 2,135] [added: 2,009] | | | | | | [removed: 2,280] [added: 2,135] | | |
| Inventories | | | | | | [removed: 1,955] [added: 1,822] | | | | | | [removed: 2,269] [added: 1,955] | | |
| Other current assets | | | | | | [removed: 520] [added: 728] | | | | | | [removed: 753] [added: 520] | | |
| Total Current Assets | | | | | | [removed: 5,703] [added: 5,580] | | | | | | [removed: 5,729] [added: 5,703] | | |
| Property, Plant and Equipment, Net | | | | | | [removed: 7,913] [added: 7,513] | | | | | | [removed: 7,885] [added: 7,913] | | |
| Investments in Equity Companies | | | | | | [removed: 306] [added: 314] | | | | | | [removed: 238] [added: 306] | | |
| Other (income) and expense, net | | | | | | (438) | | | | | | 69 | | | | | | (43) | | |
| (In millions, except par value) | | | | | | 2024 | | | | | | 2023 | | |
| Net income in stockholders' equity(a) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,545 | | | | | | — | | | | | | 31 | | | | | | 2,576 | | |
| Shares repurchased | | | | | | — | | | | | | — | | | | | | — | | | | | | 7,226 | | | | | | (1,000) | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,000) | | |
| Balance at December 31, 2024 | | | | | | 378,597 | | | | | | $ | 473 | | | | | $ | 862 | | | | | 46,798 | | | | | | $ | (5,986) | | | | | $ | 9,257 | | | | | $ | (3,766) | | | | | $ | 135 | | | | | $ | 975 | |
(a) Excludes redeemable interests' share.
In the fourth quarter of 2024, we realigned our internal operating and management structure to streamline our global supply chain and improve the efficiency of our corporate and regional overhead cost structures.
As a result of this realignment, we manage and report our operations through three reportable segments defined by geographic regions and product groupings: North America ("NA"), International Personal Care ("IPC") and International Family Care and Professional ("IFP").
These changes reflect the manner in which our chief operating decision maker develops, executes and evaluates global strategies to drive growth and profitability.
Segment results for the historical periods presented in these consolidated financial statements have been recast to reflect these changes.
These segment changes had no impact on our previously reported consolidated net sales, operating profit, net income attributable to Kimberly-Clark or earnings per share.
cash flows of other asset groups, are less than the carrying amount of the asset group.
In our evaluation of goodwill impairment, we have the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of each reporting unit is more than its carrying value.
This quantitative estimate of fair value is based on a discounted cash flow model and a market-based approach.
We use inputs from our long-range planning process to determine growth rates for sales and earnings.
The other key estimates and factors used in the discounted cash flow model include, but are not limited to, discount rates, actual business trends experienced, commodity prices, foreign exchange rates, inflation and terminal growth rates.
These investments are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of the investments might not be recoverable.
Other (income) and expense, net primarily includes gains and losses associated with business divestitures and acquisitions, re-measurement adjustments for financial statements in highly inflationary economies and other transactional exchange gains and losses.
to income in the same period that the hedged item affects income.
We adopted this ASU as of January 1, 2024 on a retrospective basis.
The amendments in this ASU are
effective for fiscal years beginning after December 15, 2024.
In March 2024, the Securities and Exchange Commission (“SEC”) adopted final rules under SEC Release No. 33-11275, *The Enhancement and Standardization of Climate-Related Disclosures for Investors*.
The rules require disclosure of, among other things: climate-related risks that are reasonably likely to have a material impact on its business, results of operations, or financial condition, and material direct greenhouse gas ("GHG") emissions from operations owned or controlled (Scope 1) and/or indirect GHG emissions from purchased energy consumed in operations (Scope 2).
Additionally, the rules require disclosure of certain climate-related metrics subject to certain materiality thresholds, including the effects of severe weather events and other natural conditions.
Disclosure requirements will begin phasing in prospectively for fiscal years beginning on or after January 1, 2025.
Subsequent to issuance, the rules became the subject of litigation, and the SEC has issued a stay to allow the legal process to proceed.
We are currently evaluating the impact of the rules on our disclosures and will monitor the litigation progress for possible impacts on the disclosure requirements under the rules.
In November 2024, the FASB issued ASU No. 2024-03, *Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Topic 220)*.
The new guidance requires disclosure in the notes to the financial statements of disaggregated information about specific expense categories underlying certain income statement expense line items.
The amendments should be applied on a prospective basis with retrospective application permitted.
We are currently evaluating the impact of this update on our consolidated financial statements and related disclosures.
2024 Transformation Initiative
On March 27, 2024, we announced the 2024 Transformation Initiative intended to improve our focus on growth and reduce our structural cost base by realigning our internal operating and management structure to streamline our global supply chain and improve the efficiency of our corporate and regional overhead cost structures.
The transformation is expected to impact our organization in all major geographies, and workforce reductions are expected to be in the range of 4% to 5%.
Certain actions under the 2024 Transformation Initiative are being finalized for implementation, and accounting for such actions will commence when the actions are authorized for execution.
The transition to the new organizational structure was completed as of October 1, 2024, and the 2024 Transformation Initiative is expected to be completed by the end of 2026, with total costs anticipated to be approximately $1.5 billion pre-tax.
Cash costs are expected to be approximately half of that amount, primarily related to workforce reductions.
Expected non-cash charges are primarily related to incremental depreciation and asset write-offs, including losses associated with the expected exit of certain markets.
| | | | | | | Year Ended December 31, 2024 | | | | | | | | | | | | | | |
| | | | | | | | | |
| Balance at December 31, 2020 | | | | | | 378,597 | | | | | | $ | 473 | | | | | $ | 657 | | | | | 39,873 | | | | | | $ | (4,899) | | | | | $ | 7,567 | | | | | $ | (3,172) | | | | | $ | 243 | | | | | $ | 869 | |
| Net income in stockholders' equity, excludes redeemable interests' share | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,814 | | | | | | — | | | | | | 29 | | | | | | 1,843 | | |
| Shares repurchased | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,228 | | | | | | (430) | | | | | | — | | | | | | — | | | | | | — | | | | | | (430) | | |
In our evaluation of goodwill impairment, we have the option to first assess qualitative factors such as macroeconomic, industry and competitive conditions, legal and regulatory environments, historical and
Alternatively, if the qualitative assessment determines that it is more likely than not that the fair value of a reporting unit is more than its carrying value, then further quantitative testing is not required.
Estimated useful lives range from 10 to 20 years for trademarks and 4 to 20 years for certain acquired distributor and customer relationships.
These investments are evaluated for impairment when warranted.
Certain amounts not directly associated with the current operations of the business are recorded in Other (income) and expense, net.
See Note 3 for details.
In the first quarter of 2022, an $85 non-recurring, non-cash gain was recognized in Other (income) and expense, net as a result of the remeasurement of the carrying value of our previously held equity investment to fair value upon the acquisition of a controlling interest in Thinx Inc. ("Thinx").
investment hedges which are classified in Investing Activities.
2018 Global Restructuring Program
In 2018, we initiated our 2018 Global Restructuring Program to reduce our structural cost base by streamlining and simplifying our manufacturing supply chain and overhead organization.
The restructuring actions were completed in 2021.
We closed or sold 11 manufacturing facilities and expanded production capacity at several others.
We exited or divested some lower-margin businesses that generated approximately 1 percent of our net sales.
Workforce reductions were approximately 6,000.
The restructuring impacted all of our business segments and our organizations in all major geographies.
The restructuring actions were completed with total costs of $2.2 billion pre-tax ($1.6 billion after tax).
Pre-tax cash and non-cash costs of $1.2 billion and $1.0 billion, respectively, were incurred.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | 2021 | | | | | | 2020 | | | | | | 2019 | | | | | | 2018 | | | | | | Total | | |
| Asset impairments | | | 3 | | | | | | 17 | | | | | | — | | | | | | 74 | | | | | | 94 | | |
| Total | | | 154 | | | | | | 283 | | | | | | 416 | | | | | | 541 | | | | | | 1,394 | | |
| Total | | | 111 | | | | | | 109 | | | | | | 99 | | | | | | 380 | | | | | | 699 | | |
| Total charges | | | 354 | | | | | | 419 | | | | | | 366 | | | | | | 1,036 | | | | | | 2,175 | | |
| Net charges | | | 279 | | | | | | 325 | | | | | | 248 | | | | | | 793 | | | | | | 1,645 | | |
| Net impact related to equity companies and noncontrolling interests | | | 2 | | | | | | (2) | | | | | | — | | | | | | (10) | | | | | | (10) | | |
| Net charges attributable to Kimberly-Clark Corporation | | | $ | 281 | | | | | $ | 323 | | | | | $ | 248 | | | | | $ | 783 | | | | | $ | 1,635 | |
(a)Other (income) and expense, net in 2019 was the result of pre-tax gains on the sales of manufacturing facilities and associated real estate which were disposed of as part of the restructuring.
(b)Represents non-cash pension settlement and curtailment charges resulting from restructuring actions, primarily in the U.S., United Kingdom and Canada.
The measurement of the asset impairment charges was based on the excess of the carrying values of the impacted asset groups over their fair values.
These fair values were measured by using discounted cash flows expected over the limited time the assets would remain in use or the expected sales value, and as a result, the assets were essentially written off or written down to fair value less costs to sell.
The use of discounted cash flows represents a level 3 measure under the fair value hierarchy.
The impact related to restructuring charges was recorded in Operating working capital and Other Operating Activities, as appropriate, in our consolidated cash flow statement.
Cash payments of $235, $249, $302 and $325 were made during 2021, 2020, 2019 and 2018, respectively.
Acquisition and Divestiture
The consolidated results of operations for Thinx are reported in our Personal Care business segment on a one-month lag.
An excerpt. Shown here: 40 of 620 rewritten, 40 of 329 added and 40 of 182 removed. The counts are complete. For every sentence, read Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA in the FY2024 filing and the FY2023 filing.
Item 9A. CONTROLS AND PROCEDURES
11 rewritten, 2 added, 2 removed, 31 unchanged
As of December 31, [removed: 2023,] [added: 2024,] 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: 2023.][added: 2024.]
[removed: Internal] [added: Management's Report on Internal] Control Over Financial Reporting
We have assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2023.][added: 2024.]
Based on this assessment, management believes that, as of December 31, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] of the [removed: Corporation and our report dated February 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 [added: based on our audit.]
| | | | [removed: 70] [added: 75] | | | KIMBERLY-CLARK CORPORATION *- [removed: 2023] [added: 2024] Annual Report* | | |
Corporation and our report dated February 13, 2025, expressed an unqualified opinion on those financial statements.
| February 13, 2025 | | |
based on our audit.
| February 8, 2024 | | |
Item 9B. OTHER INFORMATION
1 rewritten, 0 added, 0 removed, 1 unchanged
During the quarter ended December 31, [removed: 2023,] [added: 2024,] no such plans or other arrangements were adopted or terminated.
Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
1 rewritten, 0 added, 0 removed, 6 unchanged
| | | | [removed: 71] [added: 76] | | | KIMBERLY-CLARK CORPORATION *- [removed: 2023] [added: 2024] Annual Report* | | |
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
1 rewritten, 1 added, 0 removed, 7 unchanged
The following sections of our [removed: 2024] Proxy Statement for the [added: 2025] Annual Meeting of Stockholders (the [removed: "2024] [added: "2025] Proxy Statement") are incorporated in this Item 10 by reference:
- “Compensation Discussion and Analysis - Additional Information about Our Compensation Practices - Insider Trading Policy; Anti-Hedging and Pledging Policy,” which describes our Insider Trading Policy.
Item 11. EXECUTIVE COMPENSATION
1 rewritten, 0 added, 0 removed, 0 unchanged
The information in the sections of our [removed: 2024] [added: 2025] 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: 2024] [added: 2025] 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: 2024] [added: 2025] 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: 2024] [added: 2025] Proxy Statement captioned "Principal Accounting Firm Fees" and "Audit Committee Approval of Audit and Non-Audit Services" under "Proposal 2.
| | | | [removed: 72] [added: 77] | | | KIMBERLY-CLARK CORPORATION *- [removed: 2023] [added: 2024] Annual Report* | | |
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
32 rewritten, 4 added, 2 removed, 80 unchanged
| Exhibit No. [removed: (3)a.] [added: (3)b.] | | | [removed: [Restated Certificate of Incorporation, dated] [added: [By-Laws, as amended] April 29, 2021, incorporated by reference to Exhibit No. [removed: (3)a] [added: (3)b] of the Corporation's Current Report on Form 8-K filed on April 29, [removed: 2021.](https://www.sec.gov/Archives/edgar/data/55785/000005578521000043/kmbexno3ak-ccertificateofi.htm)] [added: 2021.](https://www.sec.gov/Archives/edgar/data/55785/000005578521000043/kmbexno3bk-cbyxlaws4x1x21.htm)] | | |
| Exhibit No. [removed: (3)b.] [added: (10)m.] | | | [removed: [By-Laws,] [added: [2011 Equity Participation Plan,] as amended [added: and restated, effective] April [removed: 29, 2021,] [added: 21, 2011,] incorporated by reference to Exhibit No. [removed: (3)b] [added: 10.2] of the Corporation's Current Report on Form 8-K filed on April [removed: 29, 2021.](http://www.sec.gov/Archives/edgar/data/55785/000005578521000043/kmbexno3bk-cbyxlaws4x1x21.htm)] [added: 26, 2011.*](https://www.sec.gov/Archives/edgar/data/55785/000005578511000014/kc_8kexhibit10-2.htm)] | | |
| Exhibit No. (4)a. | | | [First Amended and Restated Indenture dated as of March 1, 1988 between the Corporation and The Bank of New York Mellon Trust Company, N.A. (as successor in interest to The First National Bank of Chicago) as Trustee (originally executed with Bank of America National Trust and Savings Association) (incorporated by reference to Exhibit No. 4.1 to the Registration Statement on Form S-3 filed on February 2, 1998 (Registration No. [removed: 333-45399)).](http://www.sec.gov/Archives/edgar/data/55785/0000950134-98-000673-index.html)] [added: 333-45399)).](https://www.sec.gov/Archives/edgar/data/55785/0000950134-98-000673-index.html)] | | |
| Exhibit No. (4)b. | | | [First Supplemental Indenture, dated as of November 6, 1992, to the Indenture (incorporated by reference to Exhibit No. 4.3 to the Registration Statement on Form S-3 filed on June 17, 1994 (Registration No. [removed: 33-54177)).](http://www.sec.gov/Archives/edgar/data/55785/0000912057-94-002080-index.html)] [added: 33-54177)).](https://www.sec.gov/Archives/edgar/data/55785/0000912057-94-002080-index.html)] | | |
| Exhibit No. (4)c. | | | [removed: [Second Supplemental] [added: [Second](https://www.sec.gov/Archives/edgar/data/55785/0000912057-94-002080-index.html) [](https://www.sec.gov/Archives/edgar/data/55785/0000912057-94-002080-index.html)[Supplemental] Indenture, dated as of May 25, 1994, to the Indenture (incorporated by reference to Exhibit No. 4.4 to the Registration Statement on Form S-3 filed on June 17, 1994 (Registration No. [removed: 33-54177)).](http://www.sec.gov/Archives/edgar/data/55785/0000912057-94-002080-index.html)] [added: 33-54177)).](https://www.sec.gov/Archives/edgar/data/55785/0000912057-94-002080-index.html)] | | |
| Exhibit No. (4)d. | | | [Eighth Supplemental Indenture, dated as of October 27, 2021, to the Indenture, among the Corporation, The Bank of New York Mellon Trust Company, N.A., as successor trustee, and U.S. Bank National Association, as successor trustee, incorporated by reference to Exhibit No. 4.3 of the Corporation's Current Report on Form 8-K filed on November 2, [removed: 2021](https://www.sec.gov/Archives/edgar/data/55785/000110465921132990/tm2129681d4_ex4-3.htm)] [added: 2021.](https://www.sec.gov/Archives/edgar/data/55785/000110465921132990/tm2129681d4_ex4-3.htm)] | | |
| Exhibit No. (4)f. | | | [Description of the Corporation's Common [removed: 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)] [added: Stock, incorporated by reference to Exhibit No. (4)f of the Corporation's Annual Report on Form 10-K for the year ended December 31, 2023.](https://www.sec.gov/Archives/edgar/data/55785/000005578524000018/exhibit4f-descriptionofcom.htm)] | | |
| Exhibit No. [removed: (4)g] [added: (97)a.] | | | [removed: [Description of the Corporation’s 0.625% Notes due 2024,] [added: [Executive Officer Incentive Compensation Recovery Policy,] incorporated by reference to Exhibit No. [removed: (4)f] [added: (97)a] of the Corporation's Annual Report on Form 10-K for the year ended December 31, [removed: 2019.](https://www.sec.gov/Archives/edgar/data/55785/000005578520000016/kmb10k2019exhibit4f.htm)] [added: 2023.](https://www.sec.gov/Archives/edgar/data/55785/000005578524000018/kmb2023ex97a-kimberlyclark.htm)] | | |
| | | | [removed: 73] [added: 78] | | | KIMBERLY-CLARK CORPORATION *- [removed: 2023] [added: 2024] Annual Report* | | |
| Exhibit No. (10)c. | | | [Seventh Amended and Restated Deferred Compensation Plan for Directors, effective January 1, 2008, incorporated by reference to Exhibit No. (10)c of the Corporation's Quarterly Report on Form 10-Q for the quarter ended March 31, [removed: 2008.*](http://www.sec.gov/Archives/edgar/data/55785/000005578508000020/kc_10q-1q08ex10c.htm)] [added: 2008.*](https://www.sec.gov/Archives/edgar/data/55785/000005578508000020/kc_10q-1q08ex10c.htm)] | | |
| Exhibit No. (10)e. | | | [First Amendment to the Kimberly-Clark Corporation Voluntary Deferred Compensation [removed: Plan, effective January] [added: Plan,](https://www.sec.gov/Archives/edgar/data/55785/000005578523000012/kmb2022ex10e-firstamendmen.htm) [effective](https://www.sec.gov/Archives/edgar/data/55785/000005578523000012/kmb2022ex10e-firstamendmen.htm) [January] 1, [removed: 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)] [added: 2023,](https://www.sec.gov/Archives/edgar/data/55785/000005578523000012/kmb2022ex10e-firstamendmen.htm) [incorporated by reference to Exhibit No. (10)e of the Corporation's Annual Report on Form 10-K for the year ended December 31, 202](https://www.sec.gov/Archives/edgar/data/55785/000005578523000012/kmb2022ex10e-firstamendmen.htm)[2](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)h. | | | [Supplemental Benefit Plan to the Kimberly-Clark Corporation Pension Plan, as amended and restated effective April 17, 2009, incorporated by reference to Exhibit No. (10)h of the Corporation's Annual Report on Form 10-K for the year ended December 31, [removed: 2009.*](http://www.sec.gov/Archives/edgar/data/55785/000119312510038621/dex10h.htm)] [added: 2009.*](https://www.sec.gov/Archives/edgar/data/55785/000119312510038621/dex10h.htm)] | | |
| Exhibit No. (10)i. | | | [Second Supplemental Benefit Plan to the Kimberly-Clark Corporation Pension Plan, as amended and restated, effective April 17, [removed: 2009,] [added: 2009](https://www.sec.gov/Archives/edgar/data/55785/000119312510038621/dex10i.htm)[,] incorporated by reference to Exhibit [removed: No. (10)i] [added: (](https://www.sec.gov/Archives/edgar/data/55785/000119312510038621/dex10i.htm)[10)i] of the Corporation's Annual Report on Form 10-K for the year ended [removed: December 31, 2009.*](http://www.sec.gov/Archives/edgar/data/55785/000119312510038621/dex10i.htm)] [added: De](https://www.sec.gov/Archives/edgar/data/55785/000119312510038621/dex10i.htm)[cember](https://www.sec.gov/Archives/edgar/data/55785/000119312510038621/dex10i.htm) [31,](https://www.sec.gov/Archives/edgar/data/55785/000119312510038621/dex10i.htm) [2009](https://www.sec.gov/Archives/edgar/data/55785/000119312510038621/dex10i.htm)[.](https://www.sec.gov/Archives/edgar/data/55785/000119312510038621/dex10i.htm)[*](https://www.sec.gov/Archives/edgar/data/55785/000119312510038621/dex10i.htm)[](https://www.sec.gov/Archives/edgar/data/55785/000119312510038621/dex10i.htm)] | | |
| Exhibit No. (10)j. | | | [Kimberly-Clark Corporation Supplemental Retirement 401(k) and Profit Sharing Plan, as amended and restated effective January 1, [removed: 2023, filed herewith*](https://www.sec.gov/Archives/edgar/data/55785/000005578524000018/exhibit10j-supplementalret.htm)] [added: 2023](https://www.sec.gov/Archives/edgar/data/55785/000005578523000012/kmb2022ex10j-supplementalr.htm)[, incor](https://www.sec.gov/Archives/edgar/data/55785/000005578523000012/kmb2022ex10j-supplementalr.htm)[porated by reference to Exhibit](https://www.sec.gov/Archives/edgar/data/55785/000005578523000012/kmb2022ex10j-supplementalr.htm) [No. (10)j of the Corporation](https://www.sec.gov/Archives/edgar/data/55785/000005578523000012/kmb2022ex10j-supplementalr.htm)['s Annual Report o](https://www.sec.gov/Archives/edgar/data/55785/000005578523000012/kmb2022ex10j-supplementalr.htm)[n Form 10-K for the year ended December 31, 2022.](https://www.sec.gov/Archives/edgar/data/55785/000005578523000012/kmb2022ex10j-supplementalr.htm)[*](https://www.sec.gov/Archives/edgar/data/55785/000005578523000012/kmb2022ex10j-supplementalr.htm)] | | |
| Exhibit No. (10)l. | | | [2011 Outside Directors' Compensation Plan, as amended and restated, effective May 4, 2016, incorporated by reference to Exhibit No. (10)l of the Corporation's Quarterly Report on Form 10-Q for the quarter ended June 30, [removed: 2016.*](http://www.sec.gov/Archives/edgar/data/55785/000005578516000181/kmb_10qxexhibit10lx2016q2.htm)] [added: 2016.*](https://www.sec.gov/Archives/edgar/data/55785/000005578516000181/kmb_10qxexhibit10lx2016q2.htm)] | | |
| Exhibit No. [removed: (10)m.] [added: (3)a.] | | | [removed: [2011 Equity Participation Plan, as amended] [added: [Amended] and [removed: restated, effective April 21, 2011,] [added: Restated Certificate of Incorporation of Kimberly-Clark Corporation,] incorporated by reference to Exhibit No. [removed: 10.2] [added: (3)a] of the Corporation's Current Report on Form 8-K filed on [removed: April 26, 2011.*](http://www.sec.gov/Archives/edgar/data/55785/000005578511000014/kc_8kexhibit10-2.htm)] [added: May 2, 2024.](https://www.sec.gov/ix?doc=/Archives/edgar/data/55785/000005578524000059/pre-20240502.htm)] | | |
| Exhibit No. (10)n. | | | [Form of Award Agreements under 2021 Equity Participation Plan for Nonqualified Stock Options, incorporated by reference to Exhibit No. (10)n of the Corporation's Quarterly Report on Form 10-Q for the quarter ended June 30, [removed: 2022.*](https://www.sec.gov/Archives/edgar/data/55785/000005578521000073/exhibit10nnonqualifiedstoc.htm)] [added: 2022.*](https://www.sec.gov/Archives/edgar/data/55785/000005578522000055/exhibitno10nformofawardagr.htm)] | | |
| | | | [removed: 74] [added: 79] | | | KIMBERLY-CLARK CORPORATION *- [removed: 2023] [added: 2024] Annual Report* | | |
| Exhibit No. (10)p. | | | [Severance Pay [removed: Plan, as] [added: Plan,](https://www.sec.gov/Archives/edgar/data/55785/000005578524000018/kmbex10p-40thamendedandres.htm) [as] amended and restated [removed: effective] [added: effect](https://www.sec.gov/Archives/edgar/data/55785/000005578524000018/kmbex10p-40thamendedandres.htm)[ive] January 1, [removed: 2023, filed herewith.*](https://www.sec.gov/Archives/edgar/data/55785/000005578524000018/kmbex10p-40thamendedandres.htm)] [added: 2024,](https://www.sec.gov/Archives/edgar/data/55785/000005578524000018/kmbex10p-40thamendedandres.htm) [incorporated by reference to Exhibit No. (10)p of the Corporation's Annual Report on Form 10-K for the year ended December 31, 2023.*](https://www.sec.gov/Archives/edgar/data/55785/000005578524000018/kmbex10p-40thamendedandres.htm)] | | |
| Exhibit No. (10)q. | | | [Form of Award Agreements under 2021 Equity Participation Plan for Performance Restricted Stock Units, incorporated by reference to Exhibit No. (10)q of the Corporation's Quarterly Report on Form 10-Q for the quarter [removed: ended](https://www.sec.gov/Archives/edgar/data/55785/000005578523000054/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)] [added: ended June 30, 2024.*](https://www.sec.gov/Archives/edgar/data/55785/000005578524000085/kmbex10qprsuawardagreement.htm)] | | |
| Exhibit No. (10)r. | | | [Form of Award Agreements under 2021 Equity Participation Plan 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/55785/000005578523000054/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)] [added: ended June 30, 2024.*](https://www.sec.gov/Archives/edgar/data/55785/000005578524000085/kmbex10roff-cycletimexvest.htm)] | | |
| Exhibit No. (10)t. | | | [Form of Award Agreements under 2021 Equity Participation Plan [removed: 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] [added: for Annual Time-Vested] Restricted Stock Units, incorporated by reference to Exhibit No. [removed: (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] [added: (10)t of] the Corporation's Quarterly Report on Form 10-Q for the quarter [removed: 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)] [added: ended June 30, 2024.*](https://www.sec.gov/Archives/edgar/data/55785/000005578524000085/kmbex10tannualtime-vestedr.htm)] | | |
| Exhibit No. (21). | | | [Subsidiaries of the Corporation, filed [removed: herewith.](https://www.sec.gov/Archives/edgar/data/55785/000005578524000018/kmb10k2023exhibit21.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/55785/000005578525000013/kmb10k2024exhibit21.htm)] | | |
| Exhibit No. [removed: (23)] [added: (23).] | | | [Consent of Independent Registered Public Accounting Firm, filed [removed: herewith.](https://www.sec.gov/Archives/edgar/data/55785/000005578524000018/kmb10k2023exhibit23.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/55785/000005578525000013/kmb10k2024exhibit23.htm)] | | |
| Exhibit No. [removed: (24)] [added: (24).] | | | [Powers of Attorney, filed [removed: herewith.](https://www.sec.gov/Archives/edgar/data/55785/000005578524000018/kmb10k2023exhibit24.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/55785/000005578525000013/kmb10k2024exhibit24.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/55785/000005578524000018/kmb10kq4exhibit31a2023.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/55785/000005578525000013/kmb10kq4exhibit31a2024.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/55785/000005578524000018/kmb10kq4exhibit31b2023.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/55785/000005578525000013/kmb10kq4exhibit31b2024.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/55785/000005578524000018/kmb10kq4exhibit32a2023.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/55785/000005578525000013/kmb10kq4exhibit32a2024.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/55785/000005578524000018/kmb10kq4exhibit32b2023.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/55785/000005578525000013/kmb10kq4exhibit32b2024.htm)] | | |
| Exhibit No. [removed: 104] [added: (104)] | | | [removed: The cover page from this Current Report on Form 10-K formatted] [added: Cover Page Interactive Data File (formatted] as Inline XBRL [added: and contained in Exhibit 101)] | | |
| | | | [removed: 75] [added: 80] | | | KIMBERLY-CLARK CORPORATION *- [removed: 2023] [added: 2024] Annual Report* | | |
| [removed: * | | | A] [added: *A] management contract or compensatory plan or arrangement required to be identified pursuant to Item 15(a)(3) of this Annual Report on Form 10-K. | | | [added: | | |]
| Exhibit No. (19). | | | [Kimberly-Clark Corporation Insider Trading Policy, effective October 25, 2024, filed herewith.](https://www.sec.gov/Archives/edgar/data/55785/000005578525000013/kmbex19insidertradingpolicy.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) | | |
Item 16. FORM 10-K SUMMARY
15 rewritten, 6 added, 5 removed, 61 unchanged
| | | | [removed: 76] [added: 81] | | | KIMBERLY-CLARK CORPORATION *- [removed: 2023] [added: 2024] Annual Report* | | |
| February [removed: 8, 2024] [added: 13, 2025] | | | By: | | | /s/ Andrew S. Drexler | | |
| /s/ Michael D. Hsu | | | | | | Chairman of the Board and Chief Executive Officer and Director [removed: (principal executive officer)] [added: (Principal Executive Officer)] | | | February [removed: 8, 2024] [added: 13, 2025] | | |
| /s/ Nelson Urdaneta | | | | | | Senior Vice President and Chief Financial Officer [removed: (principal financial officer)] [added: (Principal Financial Officer)] | | | February [removed: 8, 2024] [added: 13, 2025] | | |
| /s/ Andrew S. Drexler | | | | | | Vice President and Controller [removed: (principal accounting officer)] [added: (Principal Accounting Officer)] | | | February [removed: 8, 2024] [added: 13, 2025] | | |
| By: | | | /s/ Andrew S. Drexler | | | | | | February [removed: 8, 2024] [added: 13, 2025] | | |
| | | | [removed: 77] [added: 82] | | | KIMBERLY-CLARK CORPORATION *- [removed: 2023] [added: 2024] Annual Report* | | |
FOR THE YEARS ENDED DECEMBER 31, [removed: 2023, 2022] [added: 2024, 2023] AND [removed: 2021][added: 2022]
[removed: (Millions of dollars)][added: (In millions)]
| Allowance for doubtful accounts | | | $ | [removed: 47] [added: 59] | | | | | $ | [removed: 15] [added: (6)] | | | | | $ | [removed: 3] [added: (4)] | | | | | $ | [removed: 6] [added: 15] | | (b) | | | | | | | | | $ | [removed: 59] [added: 34] | |
| Allowances for sales discounts | | | [removed: 17] [added: 17] | | | | | | [removed: 248] [added: 248] | | | | | | [removed: (4)] [added: (4)] | | | | | | [removed: 242] [added: 242] | | | [removed: (c)] [added: (c)] | | | | | | | | | [removed: 19] [added: 19] | | |
| Allowance for doubtful accounts | | | $ | [removed: 34] [added: 47] | | | | | $ | [removed: 12] [added: 15] | | | | | $ | [removed: (4)] [added: 3] | | | | | $ | [removed: 2] [added: 6] | | (b) | | | | | | | | | $ | [removed: 40] [added: 59] | |
| Allowances for sales discounts | | | [removed: 16] [added: 19] | | | | | | [removed: 225] [added: 250] | | | | | | [removed: (2)] [added: (7)] | | | | | | [removed: 224] [added: 243] | | | [removed: (c)] [added: (c)] | | | | | | | | | [removed: 15] [added: 19] | | |
| Valuation allowance | | | [removed: $] [added: $] | [removed: 299] [added: 299] | | | | | [removed: $] [added: $] | [removed: 46] [added: 46] | | | | | [removed: $] [added: $] | [removed: —] [added: —] | | | | | [removed: $] [added: $] | [removed: 43] [added: 43] | | | | | | | | | | | [removed: $] [added: $] | [removed: 302] [added: 302] | |
| | | | [removed: 78] [added: 83] | | | KIMBERLY-CLARK CORPORATION *- [removed: 2023] [added: 2024] Annual Report* | | |
| Deeptha Khanna | | | | | | Joseph Romanelli | | |
| S. Todd Maclin | | | | | | Dunia A. Shive | | |
| Deirdre A. Mahlan | | | | | | Mark T. Smucker | | |
| December 31, 2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Valuation allowance | | | $ | 302 | | | | | $ | 11 | | | | | $ | — | | | | | $ | 12 | | | | | | | | | | | $ | 301 | |
| Deeptha Khanna | | | | | | Dunia A. Shive | | |
| S. Todd Maclin | | | | | | Mark T. Smucker | | |
| Deirdre A. Mahlan | | | | | | Michael D. White | | |
| December 31, 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Valuation allowance | | | $ | 272 | | | | | $ | 12 | | | | | $ | — | | | | | $ | 5 | | | | | | | | | | | $ | 279 | |